Merger cashes out Hillenbrand (NYSE: HI) director RSUs at $32
Rhea-AI Filing Summary
Hillenbrand, Inc. director Inderpreet Sawhney reported automatic equity disposition tied to the company’s merger with LSF12 Helix Parent, LLC. On February 10, 2026, Merger Sub combined with Hillenbrand, leaving Hillenbrand as a wholly owned subsidiary of Parent.
At the effective time of the merger, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash per share. Each time-vesting restricted stock unit and each vested deferred share was cancelled in exchange for a cash payment equal to the number of underlying shares multiplied by the $32.00 merger consideration, less required tax withholding. The filing also notes this amendment withdraws a prior Form 4 that contained incorrect data.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 587 shares
Net Sell
2 txns
Insider
Sawhney Inderpreet
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 16,901 | $0.00 | $0.00 |
| Disposition | Common Stock | 587 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Indirect, The Revocable Living Trust Agreement Jennifer W. Rumsey)
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.
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FAQ
What transaction does Hillenbrand (HI) director Inderpreet Sawhney report?
The director reports automatic disposition of equity awards due to Hillenbrand’s merger. At closing, common shares and restricted stock units were converted into cash based on a fixed merger price, reflecting standard treatment of equity in a cash acquisition structure.
How were Hillenbrand (HI) restricted stock units treated in the merger?
Each restricted stock unit represented the right to one share of common stock and was cancelled at closing. Holders became entitled to cash equal to the number of underlying shares multiplied by the $32.00 merger consideration, reduced by required withholding taxes.
What is the significance of the 16,901 restricted stock units in this filing?
The filing lists 16,901 restricted stock units tied to Hillenbrand common stock. These derivative securities were cancelled at the merger effective time, with the holder instead entitled to a cash payment based on the $32.00-per-share merger price and applicable tax withholding.
When did the Hillenbrand (HI) merger with LSF12 Helix Parent close?
The merger became effective on February 10, 2026. On that date, LSF12 Helix Merger Sub merged with and into Hillenbrand, and Hillenbrand survived as a wholly owned subsidiary of LSF12 Helix Parent, triggering the equity cash-out transactions reported here.
Why is this Form 4/A for Hillenbrand (HI) labeled as an amendment?
The document states a second Form 4 filed on February 10, 2026 for Inderpreet Sawhney contained incorrect data. This amended Form 4 is expressly filed to withdraw that erroneous submission and replace it with corrected transaction details tied to the merger.