Hillenbrand (HI) merger cashes out insider shares and RSUs at $32 per share

Rhea-AI Filing Summary

Hillenbrand, Inc. completed its merger with LSF12 Helix Parent, LLC, with Merger Sub combining into the company so it became a wholly owned subsidiary of Parent. At the effective time, each share of common stock was converted into the right to receive $32.00 in cash, without interest.

The Form 4 shows Sr. VP & Chief HR Officer Aneesha Arora had common shares, including shares held indirectly through The Arora Revocable Trust, and restricted stock units cancelled in connection with the merger in exchange for cash based on the $32.00 merger consideration, leaving no remaining equity holdings reported.

Insights

M&A and insider transactions analyst

Form 4 reflects equity cash-out at $32 per share upon Hillenbrand’s merger closing.

The disclosure shows completion of Hillenbrand’s merger with LSF12 Helix Parent, LLC, where Merger Sub merged into the company and it became a wholly owned subsidiary of Parent. Each outstanding common share was converted into the right to receive $32.00 in cash, without interest.

Aneesha Arora’s common stock, including shares held indirectly via The Arora Revocable Trust, and her restricted stock units were cancelled at the effective time. The cash consideration per unit equals the number of underlying shares times the $32.00 price, less withholding taxes, so her reported direct and indirect equity stake goes to zero.

For investors, this Form 4 mainly confirms mechanics already described in the merger agreement: public equity and incentive awards are cashed out at a fixed per-share price, consistent with the company’s transition to private ownership under the LSF12 Helix Parent structure.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Arora Aneesha

Role Sr. VP & Chief HR Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	52,551	$0.00	--
Disposition	Common Stock	23,512	$0.00	--
Disposition	Common Stock	16,125	$0.00	--
Grant/Award	Common Stock	35,711	$0.00	--
Disposition	Common Stock	35,711	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By The Arora Revocable Trust)

Footnotes (1)

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. Subject to certain exceptions, at the Effective Time, each restricted stock unit subject to both time- and performance-based vesting conditions (each, a "Company Performance-Based Restricted Stock Unit") outstanding pursuant to an Issuer equity incentive or deferred compensation plan 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 Performance-Based Restricted Stock Unit (with such number of shares calculated assuming achievement of the applicable performance-based vesting conditions at the greater of target and the actual level of performance) measured through the date immediately prior to the Effective Time and (ii) the Merger Consideration, less any required withholding taxes. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Arora Aneesha

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP & Chief HR Officer

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

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

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		23,512	D	(1)	0	D
Common Stock	02/10/2026		D		16,125	D	(1)	0	I	By The Arora Revocable Trust
Common Stock	02/10/2026		A		35,711	A	(2)	35,711	D
Common Stock	02/10/2026		D		35,711	D	(2)	0	D

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	(3)	02/10/2026		D			52,551	(3)	(3)	Common Stock	52,551	(3)	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. Subject to certain exceptions, at the Effective Time, each restricted stock unit subject to both time- and performance-based vesting conditions (each, a "Company Performance-Based Restricted Stock Unit") outstanding pursuant to an Issuer equity incentive or deferred compensation plan 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 Performance-Based Restricted Stock Unit (with such number of shares calculated assuming achievement of the applicable performance-based vesting conditions at the greater of target and the actual level of performance) measured through the date immediately prior to the Effective Time and (ii) the Merger Consideration, less any required withholding taxes.

3. 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.

	/s/ Allison A. Westfall as Attorney-in-Fact for Aneesha Arora	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What does Aneesha Arora’s Form 4 for Hillenbrand (HI) disclose?

The Form 4 shows Sr. VP & Chief HR Officer Aneesha Arora had her Hillenbrand equity interests cancelled in connection with a merger. Her common shares and restricted stock units were converted into cash based on a $32.00 per-share merger consideration, leaving no remaining reported equity.

What merger involving Hillenbrand (HI) is described in this Form 4?

The filing describes a merger where LSF12 Helix Merger Sub, Inc. merged with and into Hillenbrand, Inc., making Hillenbrand a wholly owned subsidiary of LSF12 Helix Parent, LLC. This transaction is governed by an Agreement and Plan of Merger dated October 14, 2025.

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

Each share of Hillenbrand common stock issued and outstanding immediately before the effective time was converted into the right to receive $32.00 in cash, without interest. This fixed cash price, called the merger consideration, applied subject to certain specified exceptions in the merger agreement.

How were Hillenbrand (HI) performance-based restricted stock units treated?

Each performance-based restricted stock unit was cancelled at the effective time in exchange for cash. The payment equals the number of underlying shares, calculated at the greater of target or actual performance, multiplied by the $32.00 merger consideration, less required withholding taxes, subject to stated exceptions.

What happened to Hillenbrand (HI) time-vesting restricted stock units and deferred shares?

Each time-vesting restricted stock unit and vested deferred share outstanding immediately before the effective time was cancelled. Holders receive cash equal to the number of underlying shares multiplied by the $32.00 merger consideration, reduced by applicable withholding taxes, as outlined for company restricted stock units.

How were shares held through The Arora Revocable Trust in Hillenbrand (HI) treated?

Common shares held indirectly by The Arora Revocable Trust were reported as disposed of in connection with the merger. Like other outstanding common stock, these trust-held shares were converted into the right to receive $32.00 in cash per share, following the merger agreement terms.