Hillenbrand (HI) executive equity canceled and paid out at $32 per share

Rhea-AI Filing Summary

Hillenbrand, Inc. completed a cash merger in which all common shares and equity awards were converted into cash at $32.00 per share. LSF12 Helix Merger Sub merged into Hillenbrand, which now operates as a wholly owned subsidiary of LSF12 Helix Parent, LLC.

For Sr. VP & President, APS, Bartel Ulrich, 29,508 shares of common stock and 45,503 restricted stock units were cancelled in connection with the merger, with each underlying share converted into the right to receive the $32.00 cash merger consideration, less applicable withholding taxes.

Insights

Equity compensation and M&A analyst

Executive equity in Hillenbrand was fully cashed out at a fixed $32.00 per share in the go‑private merger.

The transactions show Bartel Ulrich, Sr. VP & President, APS, having 29,508 common shares and 45,503 restricted stock units cancelled when Hillenbrand was acquired by LSF12 Helix Parent, LLC. Each underlying share converted into a right to receive $32.00 in cash, aligning executive equity with the merger price.

The Form 4 reflects mechanical effects of the merger on outstanding equity awards rather than discretionary trading. After the February 10, 2026 effective time, Ulrich no longer shows beneficial ownership of Hillenbrand equity, consistent with the company becoming a wholly owned subsidiary of the buyer.

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^*

Bartel Ulrich

(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 & President, APS

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		29,508	D	(1)	0	D
Common Stock	02/10/2026		A		40,739	A	(2)	40,739	D
Common Stock	02/10/2026		D		40,739	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			45,503	(3)	(3)	Common Stock	45,503	(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 Bartel Ulrich	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The Form 4 reflects completion of a merger where LSF12 Helix Merger Sub combined with Hillenbrand, Inc., making Hillenbrand a wholly owned subsidiary of LSF12 Helix Parent, LLC. Each share of common stock was converted into the right to receive $32.00 in cash.

What price 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, without interest. This fixed cash amount, called the Merger Consideration, applied to shares outstanding immediately before the effective time, subject to specified exceptions in the merger agreement.

How were Bartel Ulrich’s Hillenbrand common shares treated in the merger?

Bartel Ulrich had 29,508 shares of Hillenbrand common stock reported as disposed of in connection with the merger. Each share was converted at the $32.00 cash merger consideration, meaning his direct equity stake was eliminated as the company became wholly owned by the acquiror.

What happened to Bartel Ulrich’s restricted stock units at Hillenbrand?

Ulrich’s 45,503 restricted stock units were cancelled at the effective time. For each underlying share, he became entitled to a cash payment equal to the number of shares covered by the unit multiplied by the $32.00 merger consideration, less required tax withholding amounts.

How were Hillenbrand performance-based restricted stock units handled?

Performance-based restricted stock units were cancelled and converted into cash. The share count used was based on the greater of target performance or actual performance through the day before the merger, multiplied by the $32.00 per-share merger consideration, less withholding taxes.

How were time-vesting restricted stock units treated in the Hillenbrand merger?

Time-vesting restricted stock units and vested deferred shares were cancelled at the effective time. Each was exchanged for cash equal to the number of underlying common shares multiplied by the $32.00 merger consideration, reduced by any required tax withholdings under the applicable plans.