Sawhney Inderpreet 4/A
4/A · Hillenbrand, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Director Inderpreet Sawhney Sells Shares in Merger
What Happened
Inderpreet Sawhney, a Hillenbrand director, reported dispositions on Feb 10, 2026 related to the company’s merger. The filing shows (1) 587 shares of common stock disposed to the issuer and (2) 16,901 derivative units (restricted stock units) cancelled for cash. Under the merger terms, each share (and each RSU) was converted into the right to receive $32.00 in cash, so the transactions represent approximately $18,784 (587 × $32) and $540,832 (16,901 × $32), respectively — about $559,616 total.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger).
- Consideration: $32.00 per share (Merger Consideration); filing shows price as N/A because shares/RSUs were converted in the merger.
- Shares/units: 587 common shares disposed; 16,901 RSUs (derivative) cancelled for cash.
- Estimated cash received: ~$18,784 (common) + ~$540,832 (RSUs) = ~$559,616 total (before any withholding taxes).
- Filing: Amended Form 4 filed Feb 12, 2026 to withdraw an earlier incorrect Form 4 filed on Feb 10. The amendment corrects the record; the filing does not indicate a late reporting issue.
- Post-transaction holdings: The Merger converted outstanding common shares and RSUs into cash; the Form 4 does not list remaining holdings after conversion.
Context
These dispositions were not open-market sales but cash-outs under Hillenbrand’s merger agreement (Merger Sub merged into Hillenbrand and each outstanding share/RSU was converted into the right to receive $32 cash). Derivative units (time-vesting or previously granted RSUs) were cancelled and paid in cash per the merger terms, less required tax withholding. This is a corporate-transaction driven disposition rather than a voluntary sale by the insider.
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.