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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sawhney Inderpreet

(Last) (First) (Middle)

ONE BATESVILLE BOULEVARD

(Street)

BATESVILLE IN 47006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hillenbrand, Inc. [ HI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		D		587	D	(1)	0	I	The Revocable Living Trust Agreement Jennifer W. Rumsey

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/10/2026		D			16,901	(2)	(2)	Common Stock	16,901	(2)	0	D

Explanation of Responses:

1. 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.

2. 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.

Remarks:

On February 10, 2026, a second Form 4 was filed on behalf of the Reporting Person ("Inderpreet Sawhney") with incorrect data. This filing was made in error, therefore, this amended Form 4 is being filed to withdraw the incorrect Form 4.

	/s/ Allison A. Westfall, Attorney-in-Fact for Inderpreet Sawhney	02/11/2026
	** Signature of Reporting Person	Date
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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.

What cash consideration did Hillenbrand (HI) shareholders receive in the merger?

Each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash. This fixed cash amount per share represents the merger consideration, delivered without interest, to shareholders holding common stock immediately before the effective time.

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.