Hillenbrand CEO equity cashed out in $32 merger

Hillenbrand, Inc. President and CEO Kimberly K. Ryan reported the cash-out of her company equity in connection with the closing of a merger.

Rhea-AI Filing Summary

Hillenbrand, Inc. President and CEO Kimberly K. Ryan reported the cash-out of her company equity in connection with the closing of a merger. On February 10, 2026, LSF12 Helix Merger Sub, Inc. merged with Hillenbrand, with Hillenbrand surviving as a wholly owned subsidiary of LSF12 Helix Parent, LLC.

At the effective time of the merger, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest. Ryan reported the disposition of 208,945.745 shares of common stock, as well as the cancellation of 271,486 restricted stock units and 42,728 stock options, each in exchange for cash payments calculated using the $32.00 per-share merger consideration, less applicable withholding taxes.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider RYAN KIMBERLY K

Role President & CEO

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	271,486	$0.00	$0.00
Disposition	Employee Stock Option (Right to Buy)	42,728	$0.00	$0.00
Disposition	Common Stock	208,945.745	$0.00	$0.00
Grant/Award	Common Stock	214,409	$0.00	$0.00
Disposition	Common Stock	214,409	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Employee Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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.
4. F4. At the Effective Time, each option to purchase shares of Common Stock outstanding and unexercised as of the Effective Time, whether vested or unvested (each, a "Company Option"), with a per-share exercise price that is less than the Merger Consideration 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 Option and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, less any required withholding taxes.

FAQ

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What does the Kimberly K. Ryan Form 4 filing for Hillenbrand (HI) show?

The Form 4 shows Kimberly K. Ryan, Hillenbrand’s President and CEO, reporting the cash-out of her common stock, restricted stock units, and stock options in connection with a merger that paid $32.00 per share in cash to common shareholders.

What merger is described in Kimberly K. Ryan’s Hillenbrand (HI) Form 4?

The filing describes a merger where LSF12 Helix Merger Sub, Inc. merged with Hillenbrand, Inc., making Hillenbrand a wholly owned subsidiary of LSF12 Helix Parent, LLC, with each common share converted into the right to receive $32.00 in cash.

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

Each issued and outstanding Hillenbrand common share immediately before the effective time was converted into the right to receive $32.00 in cash, without interest, subject to certain exceptions outlined in the merger agreement referenced in the Form 4 footnotes.

What happened to Kimberly K. Ryan’s restricted stock units in the Hillenbrand (HI) merger?

Performance-based and time-vesting restricted stock units were cancelled at the effective time in exchange for cash. The payment equaled the number of underlying common shares multiplied by the $32.00 merger consideration, less required withholding taxes, as described in the footnotes.

How were Hillenbrand (HI) stock options treated for Kimberly K. Ryan in the merger?

Each outstanding, unexercised option with an exercise price below the $32.00 merger consideration was cancelled. In return, the holder became entitled to a cash payment based on shares underlying the option and the excess of $32.00 over the option’s exercise price, minus withholding taxes.

What specific equity transactions did Kimberly K. Ryan report on February 10, 2026?

On February 10, 2026, Kimberly K. Ryan reported disposition of 208,945.745 common shares, cancellation of 271,486 restricted stock units, and cancellation of 42,728 stock options, all directly held, in connection with the cash merger that valued common stock at $32.00 per share.

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Accepted by SEC EDGAR 02/10/2026 - 04:05 PM Learn about SEC filing dates

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^*

RYAN KIMBERLY K

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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		208,945.745	D	(1)	0	D
Common Stock	02/10/2026		A		214,409	A	(2)	214,409	D
Common Stock	02/10/2026		D		214,409	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			271,486	(3)	(3)	Common Stock	271,486	(3)	0	D
Employee Stock Option (Right to Buy)	$31.94	02/10/2026		D			42,728	(4)	12/05/2029	Common Stock	42,728	(4)	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.

4. At the Effective Time, each option to purchase shares of Common Stock outstanding and unexercised as of the Effective Time, whether vested or unvested (each, a "Company Option"), with a per-share exercise price that is less than the Merger Consideration 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 Option and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, less any required withholding taxes.

	/s/ Allison A. Westfall, Attorney-in-Fact for Kimberly K. Ryan	02/10/2026
	** Signature of Reporting Person	Date
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