RUMSEY JENNIFER 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Director Jennifer Rumsey Sells Shares in Merger
What Happened
- Jennifer Rumsey, a director of Hillenbrand, Inc., had securities converted to cash in connection with the company’s merger. The filing shows dispositions of 587 shares of common stock and 16,901 restricted stock units (derivative), all settled for cash pursuant to the merger.
- The merger consideration was $32.00 per share. Combined, 17,488 shares × $32.00 = $559,616 gross (before any required tax withholdings).
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger).
- Transaction type/code: Disposition to issuer (D) — shares and RSUs cancelled/converted for cash under the Merger Agreement.
- Price: $32.00 per share (Merger Consideration); filing lists price as N/A because this was a cash conversion in the merger.
- Shares affected: 587 common shares; 16,901 restricted stock units (treated as one share each) — total 17,488.
- Shares owned after transaction: Not reported in this Form 4.
- Footnotes: F1 describes the Merger Agreement converting outstanding common stock into $32.00 cash per share; F2 explains time-vesting and vested RSUs were cancelled for cash equal to number of shares × $32, less required withholding taxes.
- Timeliness: Filed on Feb 10, 2026 for a transaction with the same date — appears timely.
Context
- These were not open-market sales but cash settlements triggered by the company’s merger (Merger Sub merged into the issuer and the issuer became a wholly owned subsidiary). The RSU disposition reflects cancellation and cash-out of equity awards, not an exercise or market sale.
- Cash conversions under a merger are corporate actions and do not necessarily indicate an insider’s buying or selling intent; proceeds may be subject to withholding.
Insider Transaction Report
Form 4Exit
RUMSEY JENNIFER
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−587→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
[F2]2026-02-10−16,901→ 0 total→ Common Stock (16,901 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.
Signature
/s/ Allison A. Westfall, Attorney-in-Fact for Jennifer Rumsey|2026-02-10