WALKE MEGAN A 4

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.