Hillenbrand (HI) director exits equity as $32-per-share cash merger closes

Rhea-AI Filing Summary

Hillenbrand, Inc. director Daniel C. Hillenbrand reported the automatic disposition of his equity holdings in connection with the company’s merger with 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.

The filing shows 3,448 shares of common stock held directly and several indirect positions, including 135,863 shares held by Clear Water Capital Partners, LP, all disposed of in the transaction. In addition, 24,786 restricted stock units were cancelled and cashed out based on the $32.00 merger consideration, subject to applicable tax withholding.

Insights

M&A and equity compensation analyst

Director’s stock and RSUs are cashed out as Hillenbrand goes private in a $32 per share merger.

This filing documents how Daniel C. Hillenbrand’s equity was treated when Hillenbrand, Inc. became a wholly owned subsidiary of LSF12 Helix Parent, LLC. Each common share was converted into the right to receive $32.00 in cash at the merger’s effective time.

The transactions cover both direct and indirect holdings, including 3,448 directly held shares and larger blocks through entities such as Clear Water Capital Partners, LP and various family trusts, all recorded as dispositions at a per‑share price of $0.00 because cash is received at the merger level.

Equity awards were also settled: 24,786 restricted stock units were cancelled in exchange for cash equal to the number of units multiplied by the $32.00 merger consideration, less withholding taxes. This indicates that, after February 10, 2026, the reporting person no longer holds Hillenbrand equity, consistent with the company’s transition to private ownership.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider HILLENBRAND DANIEL C.

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	24,786	$0.00	--
Disposition	Common Stock	3,448	$0.00	--
Disposition	Common Stock	20,000	$0.00	--
Disposition	Common Stock	8,631	$0.00	--
Disposition	Common Stock	28,248	$0.00	--
Disposition	Common Stock	48,611	$0.00	--
Disposition	Common Stock	135,863	$0.00	--
Disposition	Common Stock	5,754	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Anne Hillenbrand Singleton Trust)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

HILLENBRAND DANIEL C.

(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
Common Stock	02/10/2026		D		3,448	D	(1)	0	D
Common Stock	02/10/2026		D		20,000	D	(1)	0	I	By Anne Hillenbrand Singleton Trust
Common Stock	02/10/2026		D		8,631	D	(1)	0	I	By John and Joan GC TR FBO (John, Rose and Olivia)
Common Stock	02/10/2026		D		28,248	D	(1)	0	I	By John and Joan CRT IMA
Common Stock	02/10/2026		D		48,611	D	(1)	0	I	By Hillenbrand II TR FBO (John, Rose and Olivia)
Common Stock	02/10/2026		D		135,863	D	(1)	0	I	By Clear Water Capital Partners, LP
Common Stock	02/10/2026		D		5,754	D	(1)	0	I	By John and Joan GC TR FBO (Eleanor and Sarah)

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	(2)	02/10/2026		D			24,786	(2)	(2)	Common Stock	24,786	(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 Daniel C. Hillenbrand.	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.
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FAQ

What did the Hillenbrand (HI) Form 4 filed on February 10, 2026 report?

It reported that director Daniel C. Hillenbrand’s Hillenbrand equity was disposed of in connection with the merger. His common shares and restricted stock units were converted into cash rights based on a $32.00 per share merger consideration at closing.

How were Hillenbrand (HI) common shares treated in the merger at $32.00 per share?

Each outstanding share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest. This applied at the merger’s effective time, subject to limited exceptions described in the merger agreement among Hillenbrand, Parent, and Merger Sub.

What happened to Daniel C. Hillenbrand’s restricted stock units in the Hillenbrand (HI) merger?

He held 24,786 restricted stock units, each representing one share of common stock. At the effective time, all such units were cancelled and exchanged for cash equal to the units multiplied by the $32.00 merger consideration, minus any required withholding taxes.

Which indirect holdings were reported for Daniel C. Hillenbrand in Hillenbrand (HI)?

The Form 4 lists indirect holdings through several entities, including Clear Water Capital Partners, LP with 135,863 shares and multiple family trusts. All these indirect common stock positions were recorded as dispositions in connection with the cash merger at $32.00 per share.

Did Daniel C. Hillenbrand retain any Hillenbrand (HI) shares after the merger transaction?

No. The Form 4 shows 0 shares and 0 restricted stock units beneficially owned following the reported transactions. His direct and indirect common stock, along with all reported restricted stock units, were fully disposed of as part of the cash merger.

Who acquired Hillenbrand, Inc. (HI) in the merger referenced in the Form 4?

LSF12 Helix Parent, LLC became Hillenbrand’s parent company. Its wholly owned subsidiary, LSF12 Helix Merger Sub, Inc., merged with and into Hillenbrand, with Hillenbrand surviving as a wholly owned subsidiary under the Agreement and Plan of Merger dated October 14, 2025.