Hillenbrand director equity cashed out in $32 merger

Hillenbrand, Inc. director Joseph T. Lower reported the cash-out of his equity in connection with the company’s merger with LSF12 Helix Parent, LLC.

Rhea-AI Filing Summary

Hillenbrand, Inc. director Joseph T. Lower reported the cash-out of his equity in connection with the company’s merger with LSF12 Helix Parent, LLC. On February 10, 2026, Merger Sub combined with Hillenbrand, which survived as a wholly owned subsidiary of Parent.

At the merger’s effective time, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest. Lower’s 79 shares of common stock and 4,151 restricted stock units, each representing one share of common stock, were cancelled and converted into cash based on the $32.00 per-share merger consideration, leaving him with zero shares and zero derivative securities beneficially owned.

Insider Trade Summary

Disposition: 4,230 shares

Disposition 2 txns

Insider Lower Joseph T

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	4,151	$0.00	$0.00
Disposition	Common Stock	79	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (2)

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. 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.

FAQ

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What does Hillenbrand (HI) director Joseph T. Lower’s Form 4 report?

The Form 4 reports that director Joseph T. Lower’s Hillenbrand equity was cashed out in a merger. His 79 common shares and 4,151 restricted stock units were cancelled and converted into cash based on the $32.00 per-share merger consideration, leaving no remaining holdings.

What are the key terms of the Hillenbrand (HI) merger in this filing?

The filing describes a merger where LSF12 Helix Merger Sub, Inc. merged into Hillenbrand, Inc., which survived as a wholly owned subsidiary of LSF12 Helix Parent, LLC. Each outstanding Hillenbrand common share was converted into the right to receive $32.00 in cash, without interest.

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

Each restricted stock unit represented the right to one Hillenbrand common share. At the merger’s effective time, all time-vesting restricted stock units and vested deferred shares were cancelled for a cash payment equal to shares covered multiplied by the $32.00 merger consideration, less applicable withholding taxes.

How many Hillenbrand (HI) restricted stock units did Joseph T. Lower report?

Joseph T. Lower reported 4,151 restricted stock units, each tied to one share of Hillenbrand common stock. In the merger, all 4,151 units were cancelled and converted into a cash payment calculated using the $32.00 per-share merger consideration, after required tax withholdings.

What happened to Joseph T. Lower’s Hillenbrand (HI) common stock in the merger?

Lower’s 79 shares of Hillenbrand common stock were reported as a disposition on February 10, 2026. Under the merger terms, each share was converted into the right to receive $32.00 in cash, and his post-transaction beneficial ownership of common stock was reported as zero shares.

What role does Joseph T. Lower hold at Hillenbrand (HI) in this filing?

The filing identifies Joseph T. Lower as a director of Hillenbrand, Inc. He is not listed as an officer or 10% owner. The Form 4 reflects changes in his director-related equity holdings resulting from the completion of the cash merger 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^*

Lower Joseph T

(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		79	D	(1)	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	(2)	02/10/2026		D			4,151	(2)	(2)	Common Stock	4,151	(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 Joseph T. Lower	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).
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