Hillenbrand (HI) executive reports RSU and share cashout in $32 merger
Rhea-AI Filing Summary
Hillenbrand, Inc. executive Tamara Morytko reported the cash-out of her equity in connection with the company’s sale to LSF12 Helix Parent, LLC. On February 10, 2026, Hillenbrand completed a merger in which it became a wholly owned subsidiary of LSF12 Helix Parent.
At the merger’s effective time, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest. Morytko’s directly held common shares were converted on these terms, eliminating her post‑transaction common stock holdings.
Morytko also reported the cancellation of 55,941 restricted stock units, each representing one share of common stock. These awards were canceled in exchange for cash equal to the number of underlying shares multiplied by the $32.00 merger price, less applicable withholding taxes.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 8,903 shares
Net Sell
4 txns
Insider
Morytko Tamara
Role
Sr. VP & President, MTS
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 55,941 | $0.00 | $0.00 |
| Disposition | Common Stock | 8,903 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 41,709 | $0.00 | $0.00 |
| Disposition | Common Stock | 41,709 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. 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.
- F2. 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.
- F3. 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.
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FAQ
What merger does Tamara Morytko’s Form 4 reflect for Hillenbrand (HI)?
The Form 4 reflects Hillenbrand’s merger with LSF12 Helix Parent, LLC. On February 10, 2026, Helix Merger Sub merged into Hillenbrand, making Hillenbrand a wholly owned subsidiary of LSF12 Helix Parent under a previously signed Agreement and Plan of Merger.
How were Tamara Morytko’s restricted stock units treated in the Hillenbrand merger?
Her restricted stock units were cancelled at the merger’s effective time in exchange for cash. The cash payment equaled the number of underlying common shares multiplied by the $32.00 merger price, reduced by required tax withholding, covering both time‑vesting and performance‑based awards as described.
What happened to Tamara Morytko’s Hillenbrand common stock holdings?
Her directly held Hillenbrand common shares were converted into a right to receive $32.00 in cash per share. Following these merger-related transactions, the Form 4 shows she no longer held Hillenbrand common stock directly, as her equity interest was fully cashed out.
How many restricted stock units did Tamara Morytko report in this Form 4?
She reported 55,941 restricted stock units before cancellation at the merger’s effective time. Each unit represented a contingent right to one share of common stock, and all such units were exchanged for cash based on the $32.00 per‑share merger consideration, less withholding taxes.
Who is the acquirer of Hillenbrand in this transaction?
The acquirer is LSF12 Helix Parent, LLC, a Delaware limited liability company. Its wholly owned subsidiary, LSF12 Helix Merger Sub, Inc., merged with and into Hillenbrand, leaving Hillenbrand as a wholly owned subsidiary of LSF12 Helix Parent after the effective time of the merger.