WALKE MEGAN A 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Interim CFO Megan Walke Sells Shares in Merger for $750,944
What Happened
- Megan A. Walke, Hillenbrand's Interim Chief Financial Officer, Vice President, Chief Accounting Officer and CAO, had multiple holdings converted and paid out as part of Hillenbrand’s merger. On Feb 10, 2026 she recorded dispositions and an award/acquisition tied to the merger consideration of $32.00 per share. The transactions total approximately $750,944 in cash (6,423 + 3,382 + 3,382 + 10,280 shares × $32.00 = $750,944).
- The filings reflect: a disposition of 6,423 shares; an award/acquisition of 3,382 restricted stock units followed by their disposition; and a derivative disposition of 10,280 units. These entries represent cancellation/conversion of stock and restricted stock units into cash under the merger terms, not open‑market sales.
Key Details
- Transaction date: February 10, 2026. Merger consideration: $32.00 per share (per the Merger Agreement).
- Share counts and cash amounts: 6,423 shares → $205,536; 3,382 shares → $108,224; another 3,382 shares → $108,224; 10,280 derivative units → $328,960. Total ≈ $750,944 (less any required withholding taxes).
- Shares owned after transaction: Not reported in the provided Form 4 details.
- Notable footnotes: F1–F3 explain these were payments under the Merger Agreement—outstanding common stock and restricted stock units were converted/cancelled for cash equal to the number of shares or units × $32, less withholding. Some units were performance‑based (cancelled assuming target/actual performance per F2).
- Filing timeliness: The report shows the transaction and filing date as Feb 10, 2026; no late-filing flag is indicated in the provided data.
Context
- These were merger-driven conversions and RSU cancellations that result in cash payments to the insider, not open-market sales. Such transactions reflect deal consideration mechanics rather than an insider choosing to sell shares on market.
- Withheld taxes: Cash payments were subject to any required tax withholding, per the footnotes.
Insider Transaction Report
Form 4Exit
WALKE MEGAN A
Interim CFO, VP, CC, & CAO
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−6,423→ 0 total - Award
Common Stock
[F2]2026-02-10+3,382→ 3,382 total - Disposition to Issuer
Common Stock
[F2]2026-02-10−3,382→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-02-10−10,280→ 0 total→ Common Stock (10,280 underlying)
Footnotes (3)
- [F1]On February 10, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 14, 2025, by and among Hillenbrand, Inc., an Indiana corporation (the "Issuer"), LSF12 Helix Parent, LLC, a Delaware limited liability company ("Parent"), and LSF12 Helix Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), on the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, without par value ("Common Stock"), issued and outstanding immediately prior to such time, with certain exceptions, was converted into the right to receive $32.00 in cash (the "Merger Consideration"), without interest.
- [F2]Subject to certain exceptions, at the Effective Time, each restricted stock unit subject to both time- and performance-based vesting conditions (each, a "Company Performance-Based Restricted Stock Unit") outstanding pursuant to an Issuer equity incentive or deferred compensation plan immediately prior to the Effective Time, whether vested or unvested, was cancelled in consideration for the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Company Performance-Based Restricted Stock Unit (with such number of shares calculated assuming achievement of the applicable performance-based vesting conditions at the greater of target and the actual level of performance) measured through the date immediately prior to the Effective Time and (ii) the Merger Consideration, less any required withholding taxes.
- [F3]Each restricted stock unit represents the contingent right to receive one share of the Common Stock. At the Effective Time, each time-vesting restricted stock unit and each vested deferred share granted or deemed purchased pursuant to an Issuer equity incentive or deferred compensation plan (each, a "Company Restricted Stock Unit") outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled in consideration for the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Company Restricted Stock Unit and (ii) the Merger Consideration, less any required withholding taxes.
Signature
/s/ Allison A. Westfall, Attorney-in-fact for Megan A. Walke|2026-02-10