Hillenbrand (NYSE: HI) SVP equity canceled, paid $32 per share in merger

Rhea-AI Filing Summary

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

In connection with this merger, Sr. VP of Strategy & Corporate Development J. Michael Whitted had 88,349 shares of common stock and 94,730 restricted stock units canceled for cash based on the $32.00 merger price, less taxes. In addition, 11,729 stock options with a per-share exercise price below $32.00 were canceled for a cash payment equal to the spread between $32.00 and the option exercise price.

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^*

Whitted J Michael

(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, Strategy & Corp. Dev.

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		88,349	D	(1)	0	D
Common Stock	02/10/2026		A		34,303	A	(2)	34,303	D
Common Stock	02/10/2026		D		34,303	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			94,730	(3)	(3)	Common Stock	94,730	(3)	0	D
Employee Stock Option (Right to Buy)	$31.94	02/10/2026		D			11,729	(4)	12/05/2029	Common Stock	11,729	(4)	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.

4. At the Effective Time, each option to purchase shares of Common Stock outstanding and unexercised as of the Effective Time, whether vested or unvested (each, a "Company Option"), with a per-share exercise price that is less than the Merger Consideration 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 Option and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, less any required withholding taxes.

	/s/ Allison A. Westfall, Attorney-in-Fact for J. Michael Whitted	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What triggered J. Michael Whitted’s Form 4 filing for Hillenbrand (HI)?

The Form 4 reflects the closing of a merger where Hillenbrand became a wholly owned subsidiary of LSF12 Helix Parent, LLC. At the effective time, all common shares and equity awards converted into cash based on a fixed $32.00 per-share merger consideration.

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

Each outstanding share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest. This fixed merger consideration also served as the reference value used to cash out restricted stock units and in-the-money stock options held under company equity plans.

How were Hillenbrand (HI) restricted stock units treated at the merger closing?

Time-vesting and certain performance-based restricted stock units were canceled at the effective time. Holders became entitled to a cash payment equal to the number of underlying shares multiplied by the $32.00 merger price, reduced by required withholding taxes under the applicable equity or deferred compensation plans.

What happened to performance-based RSUs in the Hillenbrand (HI) merger?

Each performance-based RSU was canceled for cash based on shares calculated at the greater of target or actual performance through the day before closing, multiplied by $32.00. The resulting cash amount was paid to holders, subject to required tax withholdings as specified in the merger terms.

How were Hillenbrand (HI) employee stock options handled in the merger?

Each outstanding, unexercised option with an exercise price below $32.00 was canceled at closing. The holder became entitled to cash equal to the number of option shares times the excess of the $32.00 merger consideration over the option’s per-share exercise price, less applicable withholding taxes.

What equity positions of J. Michael Whitted were affected by the Hillenbrand (HI) merger?

Whitted reported cancellation of 88,349 common shares, 94,730 restricted stock units, and 11,729 employee stock options. These positions were converted into cash payments determined using the $32.00 per-share merger price and, for options, the spread above their respective exercise prices.