Hillenbrand (HI) director Rumsey has stock and 16,901 RSUs cashed out at $32

Rhea-AI Filing Summary

Hillenbrand, Inc. director Jennifer Rumsey reported the cash-out of her equity in connection with the company’s merger with LSF12 Helix Parent, LLC. At the merger’s effective time, each share of common stock was converted into the right to receive $32.00 in cash, without interest.

Rumsey’s 16,901 restricted stock units, each representing one share of common stock, were cancelled and converted into a cash payment based on the $32.00 per-share merger consideration, less taxes. In addition, 587 common shares held indirectly through The Revocable Living Trust Agreement Jennifer W. Rumsey were likewise converted into the right to receive the same cash consideration per share.

Insights

Equity compensation and M&A specialist

Director equity awards and trust-held shares are cashed out at $32.00 per share in the Hillenbrand merger.

This filing shows how Jennifer Rumsey’s equity is treated in the Hillenbrand take-private transaction. At the effective time of the merger, each share of common stock is converted into the right to receive $32.00 in cash, aligning her treatment with other shareholders.

Her 16,901 restricted stock units are cancelled and replaced with a cash payment equal to the number of underlying shares times the $32.00 merger consideration, less withholding taxes. This also eliminates her derivative equity exposure, as indicated by the zero balance of derivative securities following the transaction.

Separately, 587 common shares held indirectly through The Revocable Living Trust Agreement Jennifer W. Rumsey are also converted into the cash merger consideration. After these steps, the reported positions show zero remaining common stock and restricted stock units, consistent with Hillenbrand becoming a wholly owned subsidiary of LSF12 Helix Parent, LLC at the merger’s effective time on February 10, 2026.

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^*

RUMSEY JENNIFER

(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		587	D	(1)	0	I	The Revocable Living Trust Agreement Jennifer W. Rumsey

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			16,901	(2)	(2)	Common Stock	16,901	(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 Jennifer Rumsey	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.
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FAQ

What insider transaction did Hillenbrand (HI) director Jennifer Rumsey report?

Jennifer Rumsey reported the disposition of equity tied to Hillenbrand’s merger. On February 10, 2026, her common stock and 16,901 restricted stock units were converted or cancelled in exchange for cash based on the $32.00 per-share merger consideration.

How were Hillenbrand (HI) common shareholders compensated in the reported merger?

Each share of Hillenbrand common stock was converted into the right to receive $32.00 in cash, without interest. This cash consideration applied to all issued and outstanding shares at the effective time, subject to certain exceptions defined in the Merger Agreement.

What happened to Jennifer Rumsey’s 16,901 restricted stock units at Hillenbrand?

Each restricted stock unit represented one share of common stock and was cancelled at the merger’s effective time. In exchange, she became entitled to a cash payment equal to 16,901 multiplied by the $32.00 merger consideration, less applicable withholding taxes.

How were the 587 Hillenbrand shares in Jennifer Rumsey’s trust treated?

The 587 common shares held indirectly through The Revocable Living Trust Agreement Jennifer W. Rumsey were converted into the right to receive $32.00 in cash per share. After this conversion, the reported beneficial ownership balance for those shares was zero.

Did Jennifer Rumsey retain any Hillenbrand (HI) equity after the merger transaction?

No equity remained reported after the merger. The Form 4 shows zero common shares and zero restricted stock units following the effective time, reflecting that Hillenbrand became a wholly owned subsidiary of LSF12 Helix Parent, LLC.

What does the Merger Agreement involving Hillenbrand (HI) and LSF12 Helix Parent cover?

The Merger Agreement dated October 14, 2025, provides for LSF12 Helix Merger Sub to merge into Hillenbrand. Hillenbrand survives as a wholly owned subsidiary of LSF12 Helix Parent, with each outstanding common share converted into the right to receive $32.00 in cash.