Bartel Ulrich 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Sr. VP Bartel Ulrich Receives & Surrenders RSUs
What Happened
Bartel Ulrich, Senior Vice President & President, APS of Hillenbrand, had multiple restricted stock unit (RSU) transactions effected at the closing of the company's merger on February 10, 2026. The filing shows an award/acquisition of 40,739 RSUs and dispositions to the issuer of 40,739 RSUs, 29,508 RSUs, and 45,503 RSUs (the latter a derivative/performance-based award). In total 115,750 RSUs were converted into merger consideration of $32.00 per share, resulting in approximately $3,704,000 before any applicable tax withholdings.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the Merger).
- Consideration: $32.00 per share pursuant to the Merger Agreement (LSF12 Helix Parent acquisition).
- Shares/units affected: 40,739 (award then surrendered), plus dispositions of 29,508 and 45,503 (derivative) — total 115,750 RSUs.
- Approximate gross cash received: 115,750 × $32.00 = $3,704,000 (actual net proceeds may be reduced for required withholding taxes).
- Footnotes: F1–F3 explain the Merger Agreement conversion — time-vested and performance-based RSUs were cancelled for cash; performance RSUs were measured per the plan (greater of target and actual performance through the date).
- Shares owned after transaction: Not specified in the Form 4 filing.
- Filing timeliness: Reported on the same date as the transaction (no late filing indicated).
Context
These were not open-market sales but cancellations/conversions of equity awards under the terms of Hillenbrand’s merger. Such transactions reflect contractual treatment of RSUs at the deal closing (cash-out at the agreed merger price) rather than a manager selling shares on the market; performance-based awards were settled per the merger provisions.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-10−29,508→ 0 total - Award
Common Stock
[F2]2026-02-10+40,739→ 40,739 total - Disposition to Issuer
Common Stock
[F2]2026-02-10−40,739→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-02-10−45,503→ 0 total→ Common Stock (45,503 underlying)
Footnotes (3)
- [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.