RYAN KIMBERLY K 4

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.