Hillenbrand (HI) director’s 87,756 RSUs cancelled and paid out in $32 cash merger

Rhea-AI Filing Summary

Hillenbrand, Inc. director Stuart A. Taylor II reported the cash-out of his equity awards in connection with the company’s merger with LSF12 Helix Parent, LLC. On February 10, 2026, Merger Sub combined with Hillenbrand, which became a wholly owned subsidiary of Parent.

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, subject to certain exceptions. Taylor’s 87,756 restricted stock units, each representing one share of common stock, were cancelled and converted into a cash payment based on the $32.00 merger consideration per underlying share, less required withholding taxes, leaving him with 0 derivative securities reported after the transaction.

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^*

TAYLOR STUART A II

(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			87,756	(1)(2)	(1)(2)	Common Stock	87,756	(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 Stuart A. Taylor II	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Hillenbrand (HI) director Stuart A. Taylor II report?

He reported the cancellation of 87,756 restricted stock units on February 10, 2026. These units were converted into a cash payment in connection with Hillenbrand’s merger with LSF12 Helix Parent, LLC at a cash merger price of $32.00 per share.

How were Hillenbrand (HI) shares treated in the February 10, 2026 merger?

At the merger’s effective time, each outstanding share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest. Certain limited exceptions applied, but generally stockholders received cash for each share they held immediately before the merger closed.

What happened to Hillenbrand (HI) restricted stock units held by the director?

Each restricted stock unit, representing the contingent right to one common share, was cancelled at the merger’s effective time. In exchange, the holder became entitled to a cash payment equal to the number of underlying shares multiplied by the $32.00 merger consideration, less required tax withholdings.

Did Stuart A. Taylor II retain any Hillenbrand (HI) derivative securities after the merger?

No. Following the February 10, 2026 transaction, the Form 4 reports that Stuart A. Taylor II beneficially owned 0 derivative securities. His 87,756 restricted stock units were fully cancelled and cashed out under the merger agreement’s terms at the stated cash price per share.

Why is the Hillenbrand (HI) director transaction coded as “D” on Form 4?

The transaction is coded “D” for disposition because 87,756 restricted stock units were cancelled in the merger. Although this was not an open-market sale, it represents a disposition of derivative securities in exchange for cash based on the $32.00 per share merger consideration.

What agreement governed the Hillenbrand (HI) merger impacting these restricted stock units?

The transaction followed the Agreement and Plan of Merger dated October 14, 2025 among Hillenbrand, LSF12 Helix Parent, LLC, and LSF12 Helix Merger Sub, Inc. This agreement set the terms under which each common share and related restricted stock units were converted into cash consideration.