Merger cashes out Hillenbrand (HI) stock and RSUs at $32 per share

Rhea-AI Filing Summary

Hillenbrand, Inc. senior vice president and chief procurement officer Carole Anne Phillips reported equity transactions tied to the company’s go-private merger with LSF12 Helix Parent, LLC. On February 10, 2026, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash under the merger agreement.

Phillips reported the disposition of common shares and the cancellation of 16,607 restricted stock units, which each represented the right to receive one share of common stock. Both time‑ and performance‑based restricted stock units were cancelled at the merger’s effective time in exchange for cash based on the $32.00 per share merger consideration, less any required tax withholding.

Insights

Equity compensation and M&A analyst

Executive equity awards and shares were cashed out at $32 per share in Hillenbrand’s go‑private merger.

This filing shows how the completed merger between Hillenbrand, Inc. and LSF12 Helix Parent, LLC affected executive equity. Each outstanding common share was converted into the right to receive $32.00 in cash at the effective time of the merger.

For Carole Anne Phillips, time‑ and performance‑based restricted stock units were cancelled in exchange for cash, with 16,607 restricted stock units reported as disposed. The cash value for performance‑based awards was calculated using the greater of target and actual performance, multiplied by the $32.00 merger consideration.

The report also shows dispositions and movements of common stock linked to the treatment of these awards at closing. Overall, this reflects standard equity settlement mechanics in a cash merger, rather than discretionary insider trading activity, and aligns with the terms of the October 14, 2025 merger agreement.

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^*

Phillips Carole Anne

(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 Proc. 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		6,949	D	(1)	0	D
Common Stock	02/10/2026		A		11,784	A	(2)	11,784	D
Common Stock	02/10/2026		D		11,784	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			16,607	(3)	(3)	Common Stock	16,607	(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 Carole Anne Phillips	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 did the Hillenbrand (HI) Form 4 filing report for Carole Anne Phillips?

The Form 4 reports how Carole Anne Phillips’ Hillenbrand equity was treated at closing of the merger. It shows dispositions of common stock and cancellation of restricted stock units in exchange for cash, consistent with the cash merger terms at $32.00 per share.

How were Hillenbrand (HI) common shares treated in the LSF12 Helix merger?

Each outstanding share of Hillenbrand common stock was converted into the right to receive $32.00 in cash. This occurred at the effective time of the merger, when LSF12 Helix Merger Sub combined with Hillenbrand and the company became a wholly owned subsidiary of the buyer.

What happened to Carole Anne Phillips’ restricted stock units in the Hillenbrand merger?

Phillips’ restricted stock units were cancelled at the merger’s effective time in exchange for cash. The filing reports 16,607 restricted stock units disposed, with each unit representing one share of common stock valued using the $32.00 per share merger consideration, less required tax withholding.

How were Hillenbrand performance-based restricted stock units converted at closing?

Each performance-based restricted stock unit was cancelled for a cash payment equal to the number of underlying shares times the $32.00 merger price. The share count assumed achievement of the greater of target and actual performance, measured immediately before the effective time, reduced by applicable withholding taxes.

Who is the insider in this Hillenbrand (HI) Form 4 and what is their role?

The reporting person is Carole Anne Phillips, a senior vice president and chief procurement officer of Hillenbrand. As an officer, she must report changes in her beneficial ownership of company equity, including share dispositions and restricted stock unit cancellations tied to the merger.

How were time-vesting Hillenbrand restricted stock units handled at the merger effective time?

Time-vesting restricted stock units and vested deferred shares were cancelled and converted into a cash right. The cash amount equaled the number of underlying common shares multiplied by the $32.00 per share merger consideration, reduced by any required tax withholding obligations.