RYAN KIMBERLY K 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) CEO Kimberly Ryan Sells Shares in $32/Share Merger
What Happened
- Kimberly K. Ryan, President & CEO and Director of Hillenbrand, had multiple equity awards and holdings cancelled and converted to cash in connection with the company’s merger effective Feb 10, 2026. The filing reports dispositions (to the issuer) of 208,945.745 shares, 214,409 shares, 271,486 derivative shares, and 42,728 derivative shares, plus a contemporaneous grant/acquisition of 214,409 shares that was immediately disposed.
- In total ~737,568.745 shares/units were converted into the merger consideration of $32.00 per share, implying gross cash consideration of approximately $23.6 million (before any applicable tax withholding). These were not open-market sales but cash-outs under the Merger Agreement.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger). Price: $32.00 per share (merger consideration) — total ≈ $23.6M.
- Reported items: dispositions to issuer (code D) for 208,945.745; 214,409; 271,486 (derivative); 42,728 (derivative); one grant/acquisition (code A) of 214,409 immediately disposed.
- Footnotes: F1–F4 explain the October 14, 2025 Merger Agreement and that outstanding RSUs (time- and performance-based), restricted stock units, and in-the-money options were cancelled and converted to cash per the $32.00 per-share consideration (less withholding).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Timeliness: Filing date matches the transaction date (Feb 10, 2026); no late filing indicated.
Context
- These transactions reflect the contractual cash-out of equity in a change-of-control merger, not open-market selling. Time-vesting and performance-based RSUs were cancelled for cash (F2–F3); options with exercise prices below $32 were settled for the spread (F4). Such conversions are routine in mergers and do not necessarily reflect a change in the insider’s view of the company’s prospects.
Insider Transaction Report
Form 4Exit
RYAN KIMBERLY K
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−208,945.745→ 0 total - Award
Common Stock
[F2]2026-02-10+214,409→ 214,409 total - Disposition to Issuer
Common Stock
[F2]2026-02-10−214,409→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-02-10−271,486→ 0 total→ Common Stock (271,486 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
[F4]2026-02-10−42,728→ 0 totalExercise: $31.94Exp: 2029-12-05→ Common Stock (42,728 underlying)
Footnotes (4)
- [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.
- [F4]At the Effective Time, each option to purchase shares of Common Stock outstanding and unexercised as of the Effective Time, whether vested or unvested (each, a "Company Option"), with a per-share exercise price that is less than the Merger Consideration 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 Option and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, less any required withholding taxes.
Signature
/s/ Allison A. Westfall, Attorney-in-Fact for Kimberly K. Ryan|2026-02-10