Hillenbrand (HI) director Helen W. Cornell cashes out RSUs and shares at $32 merger price

Rhea-AI Filing Summary

Hillenbrand, Inc. director Helen W. Cornell reported the automatic cancellation and cash-out of equity awards and shares in connection with the company’s merger. On February 10, 2026, Hillenbrand merged with a subsidiary of LSF12 Helix Parent, LLC and became its wholly owned subsidiary.

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. Cornell reported the disposition of 61,056 restricted stock units, each tied to one share of common stock, and 13,191 common shares held indirectly through the Helen W. Cornell 2020 Irrevocable Trust and the Helen W. Cornell Revocable Trust, all resulting in cash consideration instead of ongoing equity ownership.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CORNELL HELEN W

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	61,056	$0.00	--
Disposition	Common Stock	11,691	$0.00	--
Disposition	Common Stock	1,500	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Helen W. Cornell 2020 Irrevocable Trust)

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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

CORNELL HELEN 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
Common Stock	02/10/2026		D		11,691	D	(1)	0	I	By Helen W. Cornell 2020 Irrevocable Trust
Common Stock	02/10/2026		D		1,500	D	(1)	0	I	By Helen W. Cornell Rev. Trust

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			61,056	(2)	(2)	Common Stock	61,056	(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 Helen W. Cornell	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 Helen W. Cornell report in this Form 4?

Helen W. Cornell reported the disposition of equity in Hillenbrand due to a merger. Her restricted stock units and indirectly held common shares were cancelled or converted into the right to receive cash at a fixed merger price per share.

How many Hillenbrand (HI) restricted stock units were affected for Helen W. Cornell?

Helen W. Cornell reported 61,056 restricted stock units being disposed of on February 10, 2026. Each unit represented a right to one share of common stock and was cancelled for a cash payment based on the $32.00 per share merger consideration.

How many Hillenbrand (HI) common shares did Helen W. Cornell report as disposed of?

Helen W. Cornell reported 11,691 common shares held through the Helen W. Cornell 2020 Irrevocable Trust and 1,500 shares held through the Helen W. Cornell Revocable Trust. These shares were converted into the right to receive cash under the merger terms.

What merger transaction triggered Helen W. Cornell’s Form 4 filing for Hillenbrand (HI)?

The filing stems from a merger where LSF12 Helix Merger Sub, Inc. merged into Hillenbrand, Inc. Hillenbrand survived as a wholly owned subsidiary of LSF12 Helix Parent, LLC, and outstanding common shares and certain equity awards were converted to cash rights.

What was the cash consideration per share in the Hillenbrand (HI) 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 fixed cash amount also determined payments for cancelled restricted stock units.

How were Helen W. Cornell’s restricted stock units in Hillenbrand (HI) treated in the merger?

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