[Form 4] Hillenbrand, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hillenbrand, Inc. completed a merger in which LSF12 Helix Merger Sub, Inc. merged into Hillenbrand, making it a wholly owned subsidiary of LSF12 Helix Parent, LLC. At the effective time, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest, subject to limited exceptions.

For Sr. VP, GC & Secretary Nicholas R. Farrell, 74,792 shares of common stock were disposed of, while 38,288 shares were acquired and then disposed of the same day under the merger mechanics. In addition, 57,987 restricted stock units and 22,621 stock options were cancelled in exchange for cash amounts calculated using the $32.00 merger consideration, less applicable 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

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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^*

FARRELL NICHOLAS R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP, GC & Secretary

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		74,792	D	(1)	0	D
Common Stock	02/10/2026		A		38,288	A	(2)	38,288	D
Common Stock	02/10/2026		D		38,288	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			57,987	(3)	(3)	Common Stock	57,987	(3)	0	D
Employee Stock Option (Right to Buy)	$31.94	02/10/2026		D			22,621	(4)	12/05/2029	Common Stock	22,621	(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 Nicholas R. Farrell	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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FAQ

What does the Farrell Form 4 filing for Hillenbrand (HI) show?

The Form 4 shows how Nicholas R. Farrell’s Hillenbrand equity was treated in a cash merger at $32.00 per share. His common shares, restricted stock units, and stock options were cancelled in exchange for cash under the merger agreement’s terms.

What merger is described in Nicholas Farrell’s Hillenbrand (HI) Form 4?

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

How were Hillenbrand (HI) common shares treated in this transaction?

Each outstanding Hillenbrand common share was converted into the right to receive $32.00 in cash, without interest, subject to certain exceptions. This applied at the merger’s effective time, when Hillenbrand became a wholly owned subsidiary of LSF12 Helix Parent, LLC.

What happened to Nicholas Farrell’s restricted stock units in Hillenbrand (HI)?

Farrell’s 57,987 restricted stock units were cancelled at the merger’s effective time. In exchange, he became entitled to cash payments based on the number of underlying shares multiplied by the $32.00 merger consideration, less required withholding taxes, following the plan terms.

How were Hillenbrand (HI) stock options held by Nicholas Farrell handled?

Farrell’s 22,621 stock options with an exercise price below $32.00 were cancelled. He became entitled to cash equal to the number of option shares times the excess of $32.00 over the option exercise price, reduced by applicable withholding taxes.

Did Nicholas Farrell retain any Hillenbrand (HI) equity after the merger?

According to the Form 4, Farrell’s reported common shares, restricted stock units, and stock options were reduced to zero following the merger-related transactions. His equity interests were converted into cash rights under the merger agreement’s consideration structure.