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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 16,607 | $0.00 | -- |
| Disposition | Common Stock | 6,949 | $0.00 | -- |
| Grant/Award | Common Stock | 11,784 | $0.00 | -- |
| Disposition | Common Stock | 11,784 | $0.00 | -- |
Footnotes (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.
