RUMSEY JENNIFER 4

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.