Hillenbrand (NYSE: HI) merger pays $32 per share, cancels CFO RSUs

Rhea-AI Filing Summary

Hillenbrand, Inc. insider Megan A. Walke, Interim CFO, VP, CC, & CAO, reported equity changes tied to the company’s cash merger with LSF12 Helix Parent, LLC. On February 10, 2026, each share of Hillenbrand common stock outstanding was converted into the right to receive $32.00 in cash, with the company becoming a wholly owned subsidiary of the buyer.

In connection with the merger, Walke’s 6,423 shares of common stock were disposed of, and 10,280 restricted stock units were cancelled, all in exchange for cash based on the $32.00 per-share merger consideration, less applicable taxes. Time-based and performance-based restricted stock units were similarly cancelled for cash according to their underlying share counts.

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Form 4 shows Hillenbrand’s cash buyout at $32 and executive equity cash-out.

This filing documents how the completed merger of Hillenbrand, Inc. with an affiliate of LSF12 Helix Parent, LLC affects Interim CFO Megan A. Walke’s equity. Each share of common stock was converted into the right to receive $32.00 in cash as the company became a wholly owned subsidiary.

Walke’s 6,423 common shares and 10,280 restricted stock units were disposed of or cancelled in connection with the merger. Both time-based and performance-based restricted stock units were converted into cash payments equal to the underlying share count multiplied by the $32.00 merger consideration, less withholding taxes.

The transactions leave Walke with no remaining derivative or non-derivative equity in Hillenbrand as of February 10, 2026. Future disclosures in other company communications would provide broader context on how all shareholders and executives were treated under the merger terms.

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^*

WALKE MEGAN A

(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)
	Interim CFO, VP, CC, & CAO

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		6,423	D	(1)	0	D
Common Stock	02/10/2026		A		3,382	A	(2)	3,382	D
Common Stock	02/10/2026		D		3,382	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			10,280	(3)	(3)	Common Stock	10,280	(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, Attorney-in-fact for Megan A. Walke	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What does Megan A. Walke’s Form 4 filing for Hillenbrand (HI) report?

The Form 4 reports equity changes for Megan A. Walke tied to Hillenbrand’s merger. Her common shares and restricted stock units were disposed of or cancelled in exchange for cash based on the $32.00 per-share merger consideration, leaving her with no remaining reported equity awards.

At what price were Hillenbrand (HI) shares converted in the merger?

Each Hillenbrand common share was converted into the right to receive $32.00 in cash. This fixed cash amount, called the merger consideration, applied to shares outstanding at the effective time of the merger, subject to limited exceptions specified in the merger agreement.

How were Megan A. Walke’s restricted stock units treated in the Hillenbrand (HI) merger?

All of Megan A. Walke’s restricted stock units were cancelled at the merger’s effective time. She became entitled to cash equal to the number of underlying shares multiplied by the $32.00 merger consideration, less required tax withholding, for both time-based and performance-based units.

What happened to Hillenbrand (HI) performance-based RSUs in this transaction?

Performance-based restricted stock units were cancelled and converted into cash. The number of shares credited for payout was calculated using the greater of target or actual performance, then multiplied by the $32.00 per-share merger consideration, with applicable withholding taxes deducted from the cash payment.

Did Hillenbrand (HI) become a wholly owned subsidiary as a result of this merger?

Yes. Merger Sub, an affiliate of LSF12 Helix Parent, LLC, merged with and into Hillenbrand. Hillenbrand survived the transaction as a wholly owned subsidiary of the parent entity after all outstanding common shares were converted into the right to receive $32.00 in cash.

What equity position did Megan A. Walke have after the reported Hillenbrand (HI) transactions?

Following the transactions on February 10, 2026, Megan A. Walke reported owning no Hillenbrand common stock or derivative securities. Her previously held shares and 10,280 restricted stock units were either disposed of or cancelled in connection with the cash merger at $32.00 per share.