NOVICH NEIL S 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Director Neil Novich Disposes 67,968 Shares
What Happened Neil S. Novich, a director of Hillenbrand, Inc. (HI), had a disposition of 67,968 derivative shares on Feb 10, 2026. The shares were converted to cash in connection with Hillenbrand’s merger; each share was paid $32.00, yielding approximately $2,174,976 in cash (before any required tax withholding).
Key Details
- Transaction date: 2026-02-10 (reported on same date).
- Transaction type/code: Disposition to issuer (D) — derivative securities (company restricted stock units) were cancelled for cash in the merger.
- Price / consideration: $32.00 per share (Merger Consideration); total ≈ $2,174,976.
- Shares disposed: 67,968.
- Shares owned after transaction: not specified in the filing; the cancelled restricted stock units no longer remain outstanding.
- Footnotes: Merger Agreement (Oct 14, 2025) converted outstanding common stock into $32.00 cash per share (F1). Time-vesting and vested restricted stock units were cancelled for cash equal to the number of shares times $32.00, less required withholding (F2).
- Filing timeliness: Reported for the transaction date; no late filing indicated.
Context This was not an open-market sale or an exercise of options: it was a corporate transaction payment tied to Hillenbrand’s merger (Merger Sub merged into the issuer, and the issuer became a wholly owned subsidiary of the buyer). For retail investors, such merger-driven dispositions reflect deal terms, not necessarily the insider’s personal decision to sell.
Insider Transaction Report
- Disposition to Issuer
Restricted Stock Units
[F1][F2]2026-02-10−67,968→ 0 total→ Common Stock (67,968 underlying)
Footnotes (2)
- [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]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.