Welcome to our dedicated page for Hillenbrand SEC filings (Ticker: HI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Hillenbrand entered a definitive merger agreement with affiliates of Lone Star Funds. Each share of Common Stock will be converted into the right to receive $32.00 in cash, without interest, at closing.
The deal requires Hillenbrand shareholder approval, expiration or termination of the HSR waiting period, certain other regulatory approvals including CFIUS Approval, and the absence of any legal prohibition. An outside date of July 14, 2026 applies. Hillenbrand agreed to customary covenants, including no-shop restrictions and operating in the ordinary course, and may pay one cash dividend on or before December 31, 2025 of up to $0.2275 per share.
Termination fees include $69,000,000 payable by Hillenbrand in specified cases, and a $138,000,000 Parent Termination Fee payable to Hillenbrand under other circumstances. Financing is supported by a Sponsor equity commitment of $1,647,000,000 and debt commitments for a $1.885 billion term loan, $400 million revolver, $500 million bridge loan, and $350 million letter of credit facility.
Hillenbrand, Inc. (NYSE: HI) entered into a definitive agreement to be acquired by an affiliate of Lone Star Funds. The announcement was made on
The closing is conditioned on customary approvals, including regulatory clearances and the approval of the Merger Agreement by Hillenbrand’s shareholders. Hillenbrand plans to file a proxy statement with the SEC, and shareholders will receive the definitive materials before any vote.
The company also highlighted risks typical of such transactions, including potential termination scenarios, financing contingencies for the buyer’s affiliates, regulatory review outcomes, possible litigation, and transaction-related costs.
Hillenbrand director Gary L. Collar was granted a total of 295 Restricted Stock Units (RSUs) on 09/30/2025 across previously established deferred stock award schedules. Each RSU represents the contingent right to receive one share of Hillenbrand common stock and accrues dividend equivalents on record dates. Several of the RSU tranches vest immediately but delivery is restricted until a change in control, the director's death or disability, or one day after the director ceases to serve; other tranches vest on the earlier of the next annual meeting or one year from grant and are subject to the same delivery conditions. All reported RSUs are held in direct beneficial ownership form following the transactions.
Neil S. Novich, a director of Hillenbrand, Inc. (HI), reported acquisitions of 543 restricted stock units (RSUs) on 09/30/2025 tied to past director awards and deferred fees. Each RSU represents a contingent right to one share and accrues dividend equivalents. Several RSU tranches vested immediately on grant while others vest at the next annual meeting or within one year; certain awards convert to shares on retirement. The reported acquisitions were issued at $0 as compensation and increase Mr. Novich's direct beneficial ownership in the company.
Hillenbrand director Stuart A. Taylor II reported receipt of multiple restricted stock unit awards on 09/30/2025. The Form 4 shows the grant or conversion of a total of 696 restricted stock units (RSUs) across awards dated from 2/11/2009 through 2/18/2025, plus 93 shares from deferred director fees, resulting in reported beneficial ownership line items ranging up to 12,863 shares on the final line.
The filing explains that each RSU represents a contingent right to one share, that RSUs carry dividend equivalents, and that vesting or delivery rules vary by grant date (some vest immediately, others vest at the next annual meeting or one year, and certain awards convert to shares on the director's retirement). The Form 4 was signed by an attorney-in-fact on behalf of Mr. Taylor on 10/02/2025.
Nicholas R. Farrell, Sr. VP, GC & Secretary of Hillenbrand, Inc. (HI), reported transactions on 09/30/2025 in a Form 4 filing. The filing shows a disposition of 69,299 shares of common stock (Code V) and multiple entries recording the acquisition/vesting or grant of Restricted Stock Units (RSUs) totaling reported underlying shares: 12, 36, 83, 59, and 11,501. Following those RSU entries, the filing lists beneficially owned share counts of 1,508, 4,451, 10,174, 7,192, and 11,501 respectively. The RSUs carry dividend equivalent rights and have specified vesting schedules and settlement mechanics, including matching RSUs under an Executive Share Match framework that vest in 2028 and may be settled in shares or cash. The Form 4 is signed by Allison A. Westfall, Attorney-in-Fact on 10/02/2025.
J. Michael Whitted, the company's Sr. VP, Strategy & Corp. Dev., filed a Form 4 reporting transactions dated 09/30/2025. The filing shows a disposition of 81,473 shares of Hillenbrand common stock reported in Table I. Table II reports multiple Restricted Stock Unit (RSU) awards recorded as acquisitions on 09/30/2025, including 14, 39, 299, 67, and 63 RSUs from prior awards and a separate entry for 10,798 Matching RSUs with a 10/01/2025 transaction date. The RSUs convert one-for-one into common shares and carry dividend equivalent rights; vesting schedules for each grant are disclosed, ranging from 12/7/2023 through 10/01/2028 depending on the award. The form is signed by an attorney-in-fact for Mr. Whitted on 10/02/2025.
Aneesha Arora, Sr. VP & Chief HR Officer of Hillenbrand, Inc. (HI), filed a Form 4 reporting transactions dated 09/30/2025. The filing shows a disposition of 18,320 shares of the issuer's common stock and continuing indirect ownership of 16,125 shares through The Arora Revocable Trust. The Form 4 was signed by an attorney-in-fact on 10/02/2025.
On the same date, Ms. Arora reported acquisition entries for restricted stock units (RSUs) tied to prior awards: 12 RSUs (Deferred Award 12/07/2022), 33 RSUs (Deferred Award 12/07/2023), 79 RSUs (Deferred Award 12/05/2024), and 153 RSUs (Matching RSU Framework 03/31/2025). These RSUs are each scheduled to vest according to the award schedules described in the filing and are entitled to dividend equivalents.
Megan A. Walke, listed as Interim CFO, VP, CC & CAO of Hillenbrand, Inc. (HI), reported transactions dated 09/30/2025. The filing shows a disposition of 4,966 shares of common stock and the vesting/acquisition of restricted stock units from three deferred awards: 4 units (award dated 12/7/2022), 15 units (award dated 12/7/2023), and 27 units (award dated 12/5/2024), each representing a contingent right to one share. The RSUs carry dividend equivalent rights and have scheduled vesting in one‑third installments across the specified multi‑year schedules. The form is signed by an attorney‑in‑fact, Allison A. Westfall, dated 10/02/2025.
Jennifer W. Rumsey, a director of Hillenbrand, Inc. (HI), reported transactions dated 09/30/2025. The filing shows an indirect beneficial ownership of 587 shares through a revocable living trust and a disposition entry of 0 common shares. On 09/30/2025 Ms. Rumsey is recorded as acquiring a series of Restricted Stock Units from prior deferred awards: 5, 25, 23, 24, 26 and 34 RSUs (totaling 137 RSUs). The RSUs carry dividend equivalent rights and various vesting/delivery conditions: some vest immediately but delivery is deferred until a change in control, death, permanent disability, or termination of directorship; others vest on the earlier of the next annual meeting or one year from grant, with the same delivery deferral triggers. The form is signed by an attorney-in-fact on 10/02/2025.
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