[8-K] Hillenbrand, Inc. Reports Material Event

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. (NYSE: CHPT) filed an 8-K covering board and corporate actions taken between 7-7-2025 and 7-9-2025.

Key personnel change: Chief Legal Officer & Corporate Secretary Rebecca Chavez will resign effective July 25, 2025 to pursue another opportunity.

2025 Annual Meeting results (58.6 % quorum):

• Four Class II directors were re-elected to serve until 2028.
• PWC ratified as independent auditor for FY 2026.
• Advisory “say-on-pay” passed (80.3 m for vs. 15.2 m against).
• Reverse Stock Split amendment approved (232.9 m for, 34.1 m against) allowing a split ratio between 1-for-2 and 1-for-30.
• Corporate Opportunity Waiver amendment failed.
• Adjournment authority approved.

Reverse stock split executed: On July 9, 2025 the Nominating & Governance Committee set the ratio at 1-for-20, effective 12:01 a.m. ET on July 28 2025. Outstanding shares will drop from ~467.1 million to ~23.4 million; equity awards, warrants and convertible notes will be proportionally adjusted. No fractional shares will be issued; cash will be paid in lieu. The action targets regaining NYSE compliance after falling below the US$1.00 minimum price in February 2025. Trading symbol remains CHPT; new CUSIP 15961R 303.

Material implications for investors:

• The split should immediately lift the per-share price and preserve the NYSE listing, but it does not improve underlying fundamentals.
• Share count reduction may increase per-share metrics (EPS, book value) mechanically, with no change in proportional ownership.
• Departure of the CLO introduces near-term succession and governance risk.
• Failure of the corporate opportunity waiver suggests some shareholder concern over governance amendments.

Positive

• Reverse stock split approved and set at 1-for-20, preserving NYSE listing eligibility
• Auditor (PwC) ratified and all Class II directors re-elected, ensuring board and audit continuity

Negative

• Need for reverse split confirms shares traded below US$1, reflecting weakened market valuation
• Chief Legal Officer & Corporate Secretary Rebecca Chavez resigns, creating leadership gap
• Corporate Opportunity Waiver amendment failed, indicating shareholder governance concerns

Insights

Equity Research Analyst

TL;DR: Reverse split preserves listing; neutral fundamental impact, modest governance headwinds from CLO exit.

The 1-for-20 reverse split is primarily a compliance maneuver to avoid NYSE delisting after sub-US$1 trading. While it should raise the market price by a factor of 20, it neither affects enterprise value nor liquidity in any material way aside from a likely narrower retail float. Management avoided maximum dilution by picking a mid-range ratio rather than the higher 1-for-30 allowed. Director re-elections and auditor ratification remove immediate governance overhangs, yet the unexpected resignation of the Chief Legal Officer revives succession risk in a heavily regulated industry. The failed corporate-opportunity waiver shows modest shareholder push-back but is non-critical to operations. Overall, the filing is operationally neutral: it prevents a negative delisting catalyst but does not provide new growth drivers.

Corporate Governance Specialist

TL;DR: Governance picture mixed—key legal officer exits and proposal defeat offset routine board approvals.

The resignation of Ms. Chavez removes an experienced legal steward during a period of strategic repositioning, heightening compliance and litigation exposure until a successor is named. Although shareholders backed director nominees and executive pay, roughly 15 % voted against compensation, highlighting sensitivity to dilution and performance metrics. The defeat of the corporate-opportunity waiver signals investor reluctance to loosen fiduciary safeguards, a subtle win for minority holders. Adoption of the reverse split aligns with shareholder interest in maintaining liquidity via NYSE listing; however, repeated reliance on mechanical price fixes can erode confidence in long-term value creation. Net governance impact is modestly negative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2025

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)

Indiana

1-33794

26-1342272

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Batesville Boulevard
Batesville,			Indiana						47006
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code:   (812) 931-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. of Form 8-K):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, without par value			HI			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o   

Item 1.01. Entry into a Material Definitive Agreement.

On July 9, 2025 (the “Effective Date”), Hillenbrand, Inc. (the “Company”) entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as administrative agent (the “Administrative Agent”).

The Credit Agreement amends and restates the Company’s Fourth Amended and Restated Credit Agreement, dated as of June 8, 2022 (the “Prior Credit Agreement”). The Credit Agreement provides for a $700 million revolving credit facility (the “Revolving Credit Facility”), which may be increased, subject to the approval of the lenders providing the additional loans or commitments, by an additional $600 million. The revolving credit facility under the Prior Credit Agreement had been $1 billion, with the potential for increase by an additional $600 million. In addition to revolving loans, the Revolving Credit Facility provides for swingline loans and letters of credit with applicable sublimits. Borrowings under the Revolving Credit Facility may be made by the Company and certain of its subsidiaries, including certain foreign subsidiaries, and may be denominated in U.S. Dollars or specified non‑U.S. currencies. All borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes, including acquisitions.

The Credit Agreement also contains two term loan facilities: a U.S. Dollar-denominated $175 million term loan facility (the “Dollar Term Loans”) drawn by the Company on the Effective Date to refinance the U.S. Dollar-denominated term loans outstanding under the Prior Credit Agreement, and a Euro-denominated delayed-draw term loan facility available to Hillenbrand Switzerland GmbH, a wholly owned subsidiary of the Company, providing for term loans in an aggregate principal amount of up to €240 million (the “Euro Term Loans”). The Credit Agreement provides that, if borrowed, the proceeds of the Euro Term Loans will be used, together with other funds of the Company, to refinance the Company’s existing 4.500% notes due September 2026 and to pay fees, costs and expenses incurred in connection therewith. This Current Report on Form 8-K does not constitute a notice of redemption for such notes under the indenture; notice of redemption (if given) would be made only in a separate notice to holders in compliance with the provisions of the indenture. The Euro Term Loan commitments will be subject to ticking fees if not drawn within 60 days of the Effective Date, and the Euro Term Loan commitments will expire 180 days after the Effective Date. The Dollar Term Loans and the Euro Term Loans, if drawn, will be subject to quarterly amortization payments equal to 1.25% of the funded term loans for the first 12 calendar quarters following the applicable funding date, and 1.875% of the funded term loans thereafter until the maturity date. The Dollar Term Loans and the Euro Term Loans, if drawn, will also be subject to mandatory prepayment on a pro rata basis with 100% of the net cash proceeds from certain asset sales (subject to customary exceptions and reinvestment rights).

The Revolving Credit Facility, the Dollar Term Loans and the Euro Term Loans mature on July 9, 2030, subject to a springing maturity date 91 days prior to February 15, 2029, if, on such date (or any date thereafter until February 15, 2029), the Company’s Adjusted Liquidity Amount (as defined in the Credit Agreement) less the principal amount of the Company’s 6.2500% senior notes due 2029 outstanding as of such date is less than $350 million, unless the Company has, prior to such date, refinanced its 6.2500% senior notes due 2029 to mature at least 91 days after the maturity date of the Revolving Credit Facility, the Dollar Term Loans and the Euro Term Loans. The Company may request up to two one‑year extensions of the maturity date of the Revolving Credit Facility, the Dollar Term Loans and the Euro Term Loans. The obligations of the Company and the other borrowers under the Credit Agreement are unsecured, subject to the occurrence of a Collateral Springing Event (as defined in the Credit Agreement), and are guaranteed by the Company and certain of the Company’s domestic subsidiaries. The Credit Agreement requires the Company and its domestic subsidiaries that are guarantors thereunder to take certain actions if a Collateral Springing Event occurs prior to January 1, 2027 (or April 1, 2026, if the LG Facility Agreement Condition (as defined below) is not satisfied prior to such date). After the occurrence of a Collateral Springing Event, the Company and the guarantors would be required to grant liens on substantially all of their assets (subject to customary exceptions for excluded assets, including an exception for Principal Property (as defined in the Company’s indentures in respect of its senior notes) and for capital stock of entities that own any such Principal Property) in favor of the Administrative Agent for the benefit of the secured parties.

Borrowings under the Revolving Credit Facility will bear interest (A) if denominated in U.S. Dollars, at the Term SOFR Rate or the Alternate Base Rate (each as defined in the Credit Agreement) at the Company’s option, (B) if denominated in Japanese Yen or Euros, at rates based on the rates offered for deposits in the applicable interbank markets for such currencies and (C) if denominated in Canadian Dollars, Pounds Sterling or Swiss Francs, at CORRA, SONIA and SARON, respectively (each as defined in the Credit Agreement), plus, in each case, a margin based on the Company’s Leverage Ratio (as defined in the Credit Agreement), ranging from 0.00% to 0.95% for borrowings bearing interest at the Alternate Base Rate and from 0.90% to 1.95% for all other borrowings.

The Dollar Term Loans and the Euro Term Loans will, once borrowed, accrue interest, at the Company’s option, at (A) with respect to the Dollar Term Loans, the Term SOFR Rate or the Alternate Base Rate and (B) with respect to the Euro Term Loans, the Euro interbank offered rate, in each case plus a margin based on the Company’s Leverage Ratio, ranging from 0.00% to 1.25% for term loans bearing interest at the Alternate Base Rate and 1.00% to 2.25% for term loans bearing interest at the Term SOFR Rate or the Euro interbank offered rate.

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The covenants under the Credit Agreement include a maximum Leverage Ratio and a minimum Interest Coverage Ratio (as defined in the Credit Agreement) and other customary covenants limiting, among other things, the incurrence of additional indebtedness; the creation of liens; mergers, consolidations, liquidations, dissolutions, amalgamations and the disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; dividends and other payments in respect of equity interests; and acquisitions; subject, in each case, to customary exceptions, thresholds and baskets. The Credit Agreement also contains customary events of default.

Until the satisfaction of the LG Facility Agreement Condition, the maximum permitted Leverage Ratio under the Credit Agreement as of the last day of each of its fiscal quarters will be: (i) 4.00x for the fiscal quarters ending June 30, 2025, September 30, 2025, and December 31, 2025; (ii) 3.75x for the fiscal quarter ending March 31, 2026; and (iii) 3.50x for the fiscal quarter ending June 30, 2026, and each fiscal quarter thereafter. Upon and after the satisfaction of the LG Facility Agreement Condition, the maximum permitted Leverage Ratio under the Credit Agreement as of the last day of each of its fiscal quarters will be: (i) 4.25x for the fiscal quarters ending June 30, 2025, through and including June 30, 2026; (ii) 4.00x for the fiscal quarter ending September 30, 2026; (iii) 3.75x for the fiscal quarter ending December 31, 2026; and (iv) 3.50x for the fiscal quarter ending March 31, 2027, and each fiscal quarter thereafter. Satisfaction of the “LG Facility Agreement Condition” requires delivery to the Administrative Agent of a copy of a duly executed and effective amendment to the Syndicated L/G Facility Agreement, dated June 21, 2022, by and among the Company, certain of its subsidiaries party thereto from time to time, the financial institutions party thereto from time to time and Commerzbank Aktiengesellschaft, as agent, making changes to the maximum leverage ratio covenant therein to match the leverage levels and step-downs set forth in the previous sentence, in form and substance reasonably satisfactory to the Administrative Agent. Except for the changes described above to the maximum Leverage Ratio covenant, the Credit Agreement contains substantially the same affirmative and negative covenants and events of default as those in the Prior Credit Agreement.

Certain of the lenders and agents under the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, commercial lending, financial advisory and other services for the Company and its subsidiaries and have received, or may in the future receive, customary fees and commissions or other payments in connection therewith.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8‑K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Fifth Amended and Restated Credit Agreement, dated as of July 9, 2025, among Hillenbrand, Inc., as a borrower, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as administrative agent*
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

*Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5). The registrant hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			HILLENBRAND, INC.
Date: July 9, 2025
			BY:			/s/ Megan Walke
						Megan Walke
						Vice President, Corporate Controller, Chief Accounting
						Officer and Interim Chief Financial Officer

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FAQ

Why is ChargePoint (CHPT) executing a 1-for-20 reverse stock split?

The split is intended to lift CHPT’s price above US$1.00 and restore compliance with NYSE listing Rule 802.01C.

When will the CHPT reverse split take effect?

12:01 a.m. ET on July 28 2025; trading will begin on a split-adjusted basis the same day.

How many ChargePoint shares will be outstanding after the split?

Approximately 23.4 million shares, down from about 467 million before the split.

Did shareholders approve executive compensation at the 2025 meeting?

Yes. 80.3 million votes supported the advisory say-on-pay proposal; 15.2 million opposed.

Who is leaving ChargePoint’s executive team?

Chief Legal Officer & Corporate Secretary Rebecca Chavez will resign effective July 25 2025.

Was the Corporate Opportunity Waiver amendment approved?

No. It failed with 5.8 million votes against and 2.0 million abstentions.