Every 8-K that Hillenbrand Inc (HI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HI filings page.
Hillenbrand, Inc. has completed its merger with LSF12 Helix Merger Sub, an affiliate of Lone Star Funds, becoming a wholly owned subsidiary of Lone Star. Each outstanding share of Hillenbrand common stock (other than certain affiliated and treasury shares) was converted into the right to receive $32.00 in cash, without interest and subject to tax withholding.
The aggregate cash merger consideration was approximately $2.25 billion, funded by cash on hand, equity from Lone Star–associated funds, and new debt financing, including a $1.8 billion term loan, a $430 million revolving credit facility, a $350 million letter-of-credit facility, and $500 million of 7.125% senior secured notes due 2033. Hillenbrand repurchased portions of its 2029 and 2031 notes via change of control offers, repaid and terminated its prior credit facilities, and granted first‑lien security and guarantees on substantially all assets to support the new capital structure.
Following the merger, Hillenbrand’s board largely resigned, Kimberly K. Ryan became director, its articles and bylaws were restated, its stock ceased trading and will be delisted from the NYSE, and the company plans to deregister and suspend SEC reporting obligations as a public issuer.
Hillenbrand, Inc. released unaudited preliminary results for the three months ended December 31, 2025, in connection with financing for its pending acquisition by Lone Star Funds. The company estimates net revenue between $540.0 million and $560.0 million, compared with $706.9 million in the prior-year quarter.
Consolidated EBITDA is expected to range from $36.5 million to $46.5 million, with Consolidated Adjusted EBITDA projected between $57.1 million and $67.1 million, versus $97.1 million a year earlier. Hillenbrand also expects interest expense, net, of $20.2 million and depreciation and amortization of $33.1 million for the quarter. Management stresses that these figures are estimates, subject to completion of closing procedures, and plans to report final results no later than February 9, 2026.
Hillenbrand, Inc. reported that LSF12 Helix Parent, LLC, the Lone Star affiliate that agreed to acquire Hillenbrand, has begun change of control offers for Hillenbrand’s outstanding notes in connection with the pending merger. Parent is offering to purchase any and all of the Company’s 6.2500% Senior Notes due 2029 and 3.7500% Senior Notes due 2031 at a cash price equal to 101% of the principal amount tendered, plus accrued and unpaid interest to, but not including, the repurchase date.
The offers will expire at 5:00 p.m., New York City time, on the later of February 9, 2026 or one business day before the merger closes, provided that date is no later than March 9, 2026, unless the offers are amended, extended, terminated or withdrawn. The offers are conditioned on the merger closing and a ratings event that, together with the merger, creates a change of control triggering event under the note indentures, and these conditions cannot be waived by Parent.
Hillenbrand, Inc. reported the results of a special shareholder meeting held on January 8, 2026 to vote on its previously announced merger with affiliates of Lone Star Fund XII. Shareholders approved the Agreement and Plan of Merger among Hillenbrand, LSF12 Helix Parent, LLC, and LSF12 Helix Merger Sub, Inc., with 58,533,478 votes for, 353,769 against, and 47,809 abstentions.
Shareholders also approved, on an advisory basis, the merger-related compensation for Hillenbrand’s named executive officers, with 52,525,941 votes for, 6,165,726 against, and 243,389 abstentions. A proposal to permit adjournment of the meeting, if needed to solicit additional proxies, received 54,819,736 votes for, 3,051,176 against, and 1,064,144 abstentions. The company noted that completing the merger still depends on satisfying or waiving customary closing conditions, including required regulatory approvals.
Hillenbrand, Inc. filed an 8-K providing supplemental disclosures about its pending merger with an affiliate of Lone Star at $32.00 per share and related shareholder litigation. Two New York state court complaints and additional shareholder demands allege deficiencies in the definitive proxy statement and seek to block the deal or obtain damages and attorneys’ fees. Without admitting any wrongdoing, Hillenbrand is voluntarily adding disclosure to reduce litigation risk and potential delays to the merger.
The filing expands on the sale process, including competing bids ranging from $23 to $34 per share, and details Evercore’s valuation work. Evercore’s discounted cash flow analysis implied an equity value range of $28.55 to $53.20 per share, selected public company trading multiples implied $25.85 to $42.15, selected transaction multiples implied $29.10 to $39.00, and an illustrative future share price analysis implied $33.35 to $46.95, each compared to the agreed merger price of $32.00. The filing also summarizes management forecasts for revenue growth, rising adjusted EBITDA margins, and increasing unlevered free cash flow through fiscal 2030, and reiterates extensive forward-looking risk factors around the merger and broader business conditions.
Hillenbrand, Inc. (HI) filed a Form 8-K to announce that it has released its earnings for the fourth quarter ended September 30, 2025. The company disclosed that these results are described in a press release dated November 19, 2025, which is attached as Exhibit 99.1.
The earnings press release and related materials are being furnished, not filed, which limits their use for certain legal liability purposes. The report is signed on behalf of Hillenbrand by Interim Chief Financial Officer Megan A. Walke.
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 October 15, 2025 and the transaction is structured as a merger.
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, Inc. announced its earnings for the third quarter ended June 30, 2025 and furnished a press release as Exhibit 99.1 to this Form 8-K. The company will sponsor a conference call and simultaneous webcast at 8 a.m. EST on August 12, 2025, accessible on the company’s investor site at http://ir.hillenbrand.com.
The filing notes that the information furnished, including exhibits, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings except where expressly stated. The report is signed on behalf of the registrant by Megan A. Walke, Interim Chief Financial Officer and Corporate Controller.
Hillenbrand (NYSE:HI) filed an 8-K announcing a senior leadership change.
- CFO departure: Robert VanHimbergen will leave on June 27, 2025.
- Interim CFO: 14-year company veteran Megan Walke is appointed effective June 28, 2025; she will also retain her roles as VP, Corporate Controller & Chief Accounting Officer.
- Walke executed a standard Change-in-Control Agreement; the board’s search for a permanent CFO continues.
No other operational or financial updates were provided.