Hillenbrand (HI) director’s 45,733 RSUs cancelled and paid $32 in merger

Rhea-AI Filing Summary

Hillenbrand, Inc. director Joy M. Greenway reported the cancellation of 45,733 restricted stock units on February 10, 2026 in connection with the closing of a merger. At the effective time of the merger, each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash.

Each restricted stock unit represented the right to receive one share of common stock. All of Greenway’s time-vesting restricted stock units and vested deferred shares were cancelled and converted into a cash payment based on the $32.00 merger consideration per underlying share, less applicable withholding taxes, leaving 0 derivative securities owned 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^*

Greenway Joy M

(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			45,733	(1)(2)	(1)(2)	Common Stock	45,733	(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 Joy M. Greenway	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 Joy M. Greenway report?

Joy M. Greenway reported the cancellation of 45,733 restricted stock units on February 10, 2026. The units were terminated in connection with a merger and converted into a cash payment based on the per-share merger consideration, less required withholding taxes.

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

Each Hillenbrand common share outstanding immediately before the effective time was converted into the right to receive $32.00 in cash. This applied under the merger agreement terms, with certain limited exceptions, and the cash consideration was paid without interest to former shareholders.

What happened to Joy M. Greenway’s restricted stock units in the Hillenbrand merger?

All of Joy M. Greenway’s time-vesting restricted stock units and vested deferred shares were cancelled at the merger’s effective time. They were exchanged for a cash payment equal to the number of underlying shares multiplied by the $32.00 merger consideration, less withholding taxes.

How many derivative securities does Joy M. Greenway hold after the Hillenbrand merger?

Following the reported transaction, Joy M. Greenway beneficially owns 0 derivative securities related to Hillenbrand. The previously held 45,733 restricted stock units were fully cancelled and settled in cash as part of the merger consideration process at closing.

What does each Hillenbrand restricted stock unit represent under the merger terms?

Each restricted stock unit represents the contingent right to receive one share of Hillenbrand common stock. In the merger, each such unit was instead cancelled and settled for cash equal to the underlying share count multiplied by the $32.00 per-share merger consideration.

Which entities were involved in the Hillenbrand (HI) merger affecting these restricted stock units?

The merger combined Hillenbrand, Inc. with LSF12 Helix Merger Sub, Inc., a wholly owned subsidiary of LSF12 Helix Parent, LLC. Hillenbrand survived as a wholly owned subsidiary of the Parent entity after the transaction closed.