Bartel Ulrich 4

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.