Soni Bhavik N. 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Sr. VP Bhavik Soni Cashes Out 56,054 Shares
What Happened
- Bhavik N. Soni, Hillenbrand’s Sr. VP & Chief Information Officer, had multiple insider transactions on 2026-02-10 tied to the company’s merger. The filing shows dispositions and cancellations covering a total of 56,054 shares (15,597 + 14,234 + 18,683 + 7,540). Under the merger agreement each share was converted into the right to receive $32.00 in cash, so the cash consideration tied to these shares is approximately $1,793,728 (before any required tax withholding). The Form 4 lists N/A for per-share price because the shares/awards were cashed out under the merger terms rather than sold in the open market.
Key Details
- Transaction date: February 10, 2026 (effective date of the Merger).
- Merger consideration: $32.00 per share (per filing footnote F1); total cash ≈ $1,793,728 before withholding.
- Reported items: dispositions of common shares and derivative interests (RSUs/options) and a brief acquisition/award entry reflecting RSU treatment prior to cancellation.
- Shares owned after transaction: not explicitly detailed in this Form 4 (many awards/options were cancelled for cash at the Effective Time).
- Notable footnotes: transactions resulted from the Agreement and Plan of Merger (Footnotes F1–F4). RSUs (time- and performance-based) and options were cancelled and converted to cash per the merger terms; payments are net of required tax withholding.
- Filing timeliness: filing reports the transactions dated the same day (no late filing indicated).
Context
- These were merger-related cash settlements (not open-market buys or discretionary sales). Restricted stock units and certain options were cancelled and paid out under the merger agreement — a routine corporate action when a company is being acquired. Such cash-outs do not necessarily reflect the insider’s personal view of the company’s future performance.
Insider Transaction Report
Form 4Exit
Soni Bhavik N.
Sr. VP & Chief Info. Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−15,597→ 0 total - Award
Common Stock
[F2]2026-02-10+14,234→ 14,234 total - Disposition to Issuer
Common Stock
[F2]2026-02-10−14,234→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-02-10−18,683→ 0 total→ Common Stock (18,683 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
[F4]2026-02-10−7,540→ 0 totalExercise: $31.94Exp: 2029-12-05→ Common Stock (7,540 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
Signature
/s/ Allison A. Westfall, Attorney-in-Fact for Bhavik N. Soni|2026-02-10