Sawhney Inderpreet 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand Director Inderpreet Sawhney Sells 17,488 Shares
What Happened
Inderpreet Sawhney, a director of Hillenbrand, disposed of a total of 17,488 company interests on February 10, 2026: 587 shares of common stock and 16,901 restricted stock units (RSUs). These were not open-market sales but conversions under the merger of Hillenbrand into a subsidiary of LSF12 Helix, where each share of Hillenbrand common stock was converted into $32.00 in cash. The gross value of the converted interests is approximately $559,616 (17,488 × $32); RSU payouts are subject to required tax withholding and the filing lists per-share price as N/A because the conversion occurred through the merger.
Key Details
- Transaction date: February 10, 2026 (same day listed on the Form 4 filing).
- Consideration: $32.00 cash per share under the Merger Agreement; filing shows price as N/A because shares/RSUs were converted in the merger.
- Shares/RSUs disposed: 587 common shares + 16,901 RSUs = 17,488 total.
- Approximate gross cash received: $559,616 (before any withholding on RSU proceeds).
- Shares owned after transaction: not specified in the provided filing details.
- Footnotes: F1 describes the merger conversion of common stock to $32 cash; F2 states RSUs were cancelled for a cash payment equal to units × $32 less withholding taxes.
- Timeliness: filing date matches the transaction date (no late filing indicated in the provided data).
Context
This was a merger-related disposition (transaction code D) rather than an open-market sale; it reflects the contractual conversion of Hillenbrand equity into cash as part of the company being acquired. Derivative units (RSUs) were cashed out per the merger terms and may have had taxes withheld, reducing net proceeds. Such merger-driven dispositions are routine outcomes of the transaction and do not by themselves signal the insider’s view of the company’s future.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-10−587→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
[F2]2026-02-10−16,901→ 0 total→ Common Stock (16,901 underlying)
Footnotes (2)
- [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]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.