Hillenbrand (NYSE: HI) director exits equity in $32 per share cash merger

Rhea-AI Filing Summary

Hillenbrand, Inc. filed a Form 4 showing its director Inderpreet Sawhney’s equity awards were cashed out in a completed merger. On February 10, 2026, a merger closed in which an affiliate of LSF12 Helix Parent, LLC acquired Hillenbrand, with each share of common stock converted into the right to receive $32.00 in cash.

As a result, 16,901 restricted stock units held by the director were cancelled in exchange for a cash payment based on the merger consideration, less withholding taxes. In a separate transaction, 587 shares of common stock held indirectly through The Revocable Living Trust Agreement Jennifer W. Rumsey were also converted into the cash merger consideration, leaving the director reporting zero shares and units beneficially owned.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sawhney Inderpreet

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	16,901	$0.00	--
Disposition	Common Stock	587	$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 (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. 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

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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)

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.

	/s/ Allison A. Westfall, Attorney-in-Fact for Jennifer Rumsey	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What does the Hillenbrand (HI) Form 4 filed for Inderpreet Sawhney show?

The Form 4 reports that director Inderpreet Sawhney’s Hillenbrand equity was cashed out in a merger. All reported common shares and restricted stock units were converted into cash based on a fixed $32.00 per‑share merger price.

How many restricted stock units did Hillenbrand director Inderpreet Sawhney dispose of?

Inderpreet Sawhney disposed of 16,901 restricted stock units on February 10, 2026. These units were cancelled at the merger’s effective time in exchange for a cash payment calculated using the $32.00 per‑share merger consideration, less any required withholding taxes.

What happened to Hillenbrand (HI) common shares in the LSF12 Helix merger?

Each outstanding Hillenbrand common share was converted into the right to receive $32.00 in cash. This applied at the merger’s effective time, subject to conditions in the merger agreement, with certain limited exceptions specified in that agreement.

How many Hillenbrand shares held through the Jennifer W. Rumsey trust were affected?

The filing shows 587 Hillenbrand common shares held indirectly through The Revocable Living Trust Agreement Jennifer W. Rumsey. These shares were disposed of in the merger and converted into the same $32.00 per‑share cash merger consideration as other outstanding shares.

What was the treatment of Hillenbrand restricted stock units in the merger?

Each Hillenbrand time‑vesting restricted stock unit and vested deferred share was cancelled at the merger’s effective time. Holders received a cash payment equal to the number of underlying shares multiplied by the $32.00 merger price, reduced by required tax withholding.

Does Inderpreet Sawhney report any Hillenbrand equity ownership after the merger?

No. Following the merger‑related transactions, the Form 4 reports zero common shares and zero derivative securities beneficially owned. Both the 16,901 restricted stock units and 587 indirectly held common shares were fully disposed of in connection with the cash merger.