STOCK TITAN

Hillenbrand (HI) director’s 14,361 restricted stock units cancelled for cash in $32-per-share merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hillenbrand, Inc. director reports cash-out of equity awards after merger

Director Dennis W. Pullin reported the disposition of 14,361 restricted stock units on February 10, 2026. These units were cancelled in connection with the closing of a merger in which LSF12 Helix Merger Sub, Inc. merged into Hillenbrand, Inc., making Hillenbrand a wholly owned subsidiary of 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, and each time-vesting or deferred restricted stock unit was cancelled for a cash payment based on the number of underlying shares multiplied by the $32.00 merger consideration, less applicable tax withholding. Following the transaction, Pullin reported beneficial ownership of zero derivative securities.

Positive

  • None.

Negative

  • None.
Insider Pullin Dennis W
Role Director
Type Security Shares Price Value
Disposition Restricted Stock Units 14,361 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct)
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.
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
Estimated average burden
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*
Pullin Dennis W

(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 14,361 (1)(2) (1)(2) Common Stock 14,361 (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 Dennis W. Pullin 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Hillenbrand (HI) director Dennis W. Pullin report in this Form 4?

Dennis W. Pullin reported the disposition of 14,361 restricted stock units on February 10, 2026. The units were cancelled in exchange for cash in connection with Hillenbrand’s merger into an entity controlled by LSF12 Helix Parent, LLC.

How many restricted stock units did the Hillenbrand (HI) director have cancelled?

The director had 14,361 restricted stock units cancelled as of February 10, 2026. Each unit represented a contingent right to one share of common stock and was converted into a cash payment based on the merger consideration of $32.00 per underlying share.

What were Hillenbrand (HI) shareholders entitled to receive in the merger?

Each share of Hillenbrand common stock outstanding immediately before the merger’s effective time was converted into the right to receive $32.00 in cash, without interest. This cash payment, called the merger consideration, was provided under the terms of the Merger Agreement.

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

Each time-vesting restricted stock unit and vested deferred share outstanding immediately before the effective time was cancelled. Holders became entitled to a cash payment equal to the number of underlying shares multiplied by the $32.00 merger consideration, reduced by any required withholding taxes.

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

Hillenbrand became a wholly owned subsidiary of LSF12 Helix Parent, LLC after a merger. In the transaction, LSF12 Helix Merger Sub, Inc., a wholly owned subsidiary of LSF12 Helix Parent, LLC, merged with and into Hillenbrand, with Hillenbrand surviving as the subsidiary.

What was Dennis W. Pullin’s derivative ownership in Hillenbrand (HI) after the transaction?

After the merger-related cancellation of his equity awards, Dennis W. Pullin reported beneficial ownership of zero derivative securities. His 14,361 restricted stock units were fully cancelled in exchange for cash under the agreed merger consideration mechanics.