Hillenbrand (HI) CIO Soni reports cash-out of shares, RSUs and options at $32 merger price

Rhea-AI Filing Summary

Hillenbrand, Inc. completed a merger in which LSF12 Helix Merger Sub, Inc. combined with the company, making Hillenbrand a wholly owned subsidiary of LSF12 Helix Parent, LLC. At the merger’s effective time, each share of common stock was converted into the right to receive $32.00 in cash.

For Sr. VP & Chief Information Officer Bhavik N. Soni, 15,597 shares of common stock, 18,683 restricted stock units, and 7,540 stock options were reported as disposed or cancelled on February 10, 2026. These equity awards were converted into cash payments based on the merger consideration, subject to applicable withholding taxes.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Soni Bhavik N.

Role Sr. VP & Chief Info. Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	18,683	$0.00	--
Disposition	Employee Stock Option (Right to Buy)	7,540	$0.00	--
Disposition	Common Stock	15,597	$0.00	--
Grant/Award	Common Stock	14,234	$0.00	--
Disposition	Common Stock	14,234	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Employee Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)

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. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/10/2026 - 04:05 PM Learn about SEC filing dates

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^*

Soni Bhavik N.

(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 Info. 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		15,597	D	(1)	0	D
Common Stock	02/10/2026		A		14,234	A	(2)	14,234	D
Common Stock	02/10/2026		D		14,234	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			18,683	(3)	(3)	Common Stock	18,683	(3)	0	D
Employee Stock Option (Right to Buy)	$31.94	02/10/2026		D			7,540	(4)	12/05/2029	Common Stock	7,540	(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 Bhavik N. Soni	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What merger involving Hillenbrand (HI) is described in this insider filing?

The filing describes a merger where LSF12 Helix Merger Sub, Inc. merged into Hillenbrand, Inc., making Hillenbrand a wholly owned subsidiary of LSF12 Helix Parent, LLC. The transaction converted each common share into a cash right at a fixed price per share.

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 applied at the effective time of the merger, subject to limited exceptions outlined in the merger agreement.

How were Bhavik N. Soni’s Hillenbrand (HI) restricted stock units treated?

18,683 restricted stock units held by Sr. VP & Chief Information Officer Bhavik N. Soni were cancelled at the merger’s effective time. They were converted into cash payments based on the number of underlying shares and the $32.00 merger consideration, less required withholding taxes.

What happened to Bhavik N. Soni’s Hillenbrand (HI) stock options in the merger?

An employee stock option covering 7,540 shares with a per-share exercise price below $32.00 was cancelled at the effective time. It was exchanged for cash equal to shares underlying the option multiplied by the excess of the merger price over the exercise price, net of withholding taxes.

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

Each performance-based restricted stock unit outstanding immediately before the effective time was cancelled for cash. The cash amount equaled the number of underlying shares, calculated at the greater of target or actual performance, multiplied by the $32.00 merger consideration, minus any required tax withholdings.

What happened to time-vesting restricted stock units at Hillenbrand (HI)?

Each time-vesting restricted stock unit and vested deferred share outstanding immediately before the effective time was cancelled. Holders became entitled to a cash payment equal to the underlying share count multiplied by the $32.00 merger consideration, reduced by applicable withholding taxes.

Did Bhavik N. Soni retain any Hillenbrand (HI) equity after the merger?

Following the reported transactions on February 10, 2026, the Form 4 shows zero derivative securities and zero shares of common stock beneficially owned. His previously held common stock, restricted stock units, and stock options were cancelled or converted into cash under the merger terms.