Form 4: Hillenbrand Exec Sells Shares Post-Merger

Hillenbrand Senior VP J. Michael Whitted reports the disposition of all his common stock, restricted stock units, and stock options following the company's merger into a wholly-owned subsidiary of LSF12 Helix Parent, LLC.

Summary

• J. Michael Whitted, Senior VP, Strategy & Corporate Development of Hillenbrand, Inc. (HI), reported changes in his beneficial ownership.
• On February 10, 2026, Hillenbrand, Inc. merged with and into LSF12 Helix Merger Sub, Inc., a wholly-owned subsidiary of LSF12 Helix Parent, LLC, with Hillenbrand surviving as a wholly-owned subsidiary.
• At the effective time of the merger, each share of Hillenbrand's common stock was converted into the right to receive $32.00 in cash.
• Whitted disposed of 88,349 shares of common stock, which were converted into cash.
• He also disposed of 94,730 Restricted Stock Units (RSUs), which were cancelled in consideration for a cash payment based on the number of shares subject to the RSU and the $32.00 merger consideration.
• Additionally, 11,729 employee stock options with an exercise price of $31.94 were cancelled for a cash payment equal to the difference between the merger consideration and the exercise price, multiplied by the number of shares.
• Following these transactions, Whitted beneficially owns 0 shares of common stock and 0 derivative securities in Hillenbrand, Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to positive event for the reporting person, as their equity holdings were converted to cash at a specified merger price, indicating a successful exit for their shares and awards.

Positives

• The reporting person received a cash payment of $32.00 per share for all common stock holdings.
• Restricted Stock Units and employee stock options were converted into cash payments, providing liquidity for the equity awards.

Negatives

• Hillenbrand, Inc. is no longer an independent publicly traded company, becoming a wholly-owned subsidiary.
• The reporting person no longer holds any equity or derivative securities in the company.

Future Outlook

This filing reports a completed transaction and does not contain forward-looking statements or guidance regarding the future operations or financial performance of Hillenbrand, Inc. as it is now a private entity.

Industry Context

StockSavvy.ai notes this Form 4 filing is a standard disclosure following a take-private merger, detailing how executive equity holdings are handled. The conversion of shares and equity awards into cash at the merger consideration price is a typical outcome for executives in such transactions.

Comparison to Industry Standards

• The process of converting outstanding common stock, restricted stock units, and stock options into cash at the merger consideration price is a standard procedure in take-private mergers across industries.
• The cash payout for in-the-money options (exercise price less than merger consideration) and RSUs is consistent with typical merger agreements.

Stakeholder Impact

• Shareholders of Hillenbrand, Inc. received $32.00 per share in cash for their holdings.
• Employees holding equity awards, such as restricted stock units and stock options, received cash payouts for these awards.

Key Dates

Keywords

Hillenbrand, HI, Merger, Form 4, Beneficial Ownership, Stock Disposition, Restricted Stock Units, Stock Options, Take-Private