Hillenbrand (HI) director has 14,027 RSUs cancelled and paid out in $32-per-share merger

Rhea-AI Filing Summary

Hillenbrand, Inc. director Inderpreet Sawhney reported the cash-out of equity awards tied to the company’s merger. On February 10, 2026, all 14,027 restricted stock units were disposed of, leaving zero derivative securities owned directly. This followed the closing of Hillenbrand’s merger with LSF12 Helix Parent, LLC.

At the merger’s effective time, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash. Each time‑vesting restricted stock unit and vested deferred share was cancelled in exchange for a cash payment based on the number of shares underlying the award multiplied by the $32.00 merger consideration, less withholding taxes.

Insights

M&A and equity compensation analyst

Director RSUs were cashed out at $32 per share in Hillenbrand’s go-private merger.

The transaction shows how Hillenbrand, Inc. equity awards were treated when LSF12 Helix Parent, LLC acquired the company. Director Inderpreet Sawhney had 14,027 restricted stock units cancelled as part of the merger mechanics, receiving cash instead of future stock settlement.

The filing confirms all time‑vesting restricted stock units and vested deferred shares became cash-settled at $32.00 per underlying share at the merger’s effective time. This left Sawhney with zero derivative securities directly owned after the deal. Subsequent company disclosures may provide broader context on post‑merger capital structure and ownership.

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^*

Sawhney Inderpreet

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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

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	(1)(2)	02/10/2026		D			14,027	(1)(2)	(1)(2)	Common Stock	14,027	(1)(2)	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. 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 Inderpreet Sawhney	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Hillenbrand (HI) director Inderpreet Sawhney report?

Inderpreet Sawhney reported the disposition of 14,027 restricted stock units on February 10, 2026. These equity awards were cancelled and converted into cash as part of Hillenbrand’s merger with LSF12 Helix Parent, LLC, leaving zero derivative securities directly owned afterward.

How were Hillenbrand (HI) restricted stock units treated in the merger?

Each Hillenbrand restricted stock unit was cancelled at the merger’s effective time and converted into cash. The cash payment equaled the number of underlying common shares multiplied by the $32.00 merger consideration per share, reduced by any required tax withholding under the equity or deferred compensation plans.

What merger transaction affected Hillenbrand (HI) director equity awards?

Hillenbrand completed a merger where LSF12 Helix Merger Sub, Inc. combined with Hillenbrand, making it a wholly owned subsidiary of LSF12 Helix Parent, LLC. This deal triggered the cash-out and cancellation of outstanding time-vesting restricted stock units and certain deferred share awards for directors and other participants.

What consideration did Hillenbrand (HI) shareholders receive in the merger?

Each share of Hillenbrand common stock outstanding immediately before the effective time was converted into the right to receive $32.00 in cash, without interest. This cash merger consideration also formed the basis for calculating payments on cancelled company restricted stock units and vested deferred share awards.

How many Hillenbrand (HI) restricted stock units did Inderpreet Sawhney hold before the cash-out?

Before the merger settlement, Inderpreet Sawhney held 14,027 restricted stock units. All of these were disposed of in a single transaction dated February 10, 2026, resulting in zero derivative securities directly owned following the completion of the merger-related cash conversion.

Did Hillenbrand (HI) director Inderpreet Sawhney retain any derivative securities after the merger?

No. Following the February 10, 2026 transaction, the Form 4 shows Sawhney beneficially owned zero derivative securities directly. The 14,027 restricted stock units previously held were fully cancelled and converted to cash as part of the merger’s equity award treatment.