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Hillenbrand (HI) director reports updated share ownership and RSU grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hillenbrand, Inc. director reports equity awards and holdings

A director of Hillenbrand, Inc. reported equity transactions and updated ownership as of 12/31/2025. The filing shows direct ownership of 3,448 shares of common stock and additional indirect holdings through several trusts, including 20,000 shares held by the Anne Hillenbrand Singleton Trust and 135,863 shares held by Clear Water Capital Partners, LP, among others.

The director also received multiple grants of restricted stock units (RSUs) on 12/31/2025, such as awards originally granted on dates from May 2018 through February 2025, with small incremental amounts ranging from 7 to 31 units per award and an exercise price of $0. Each RSU represents the right to receive one share of common stock and carries dividend equivalent rights. The RSUs vest either immediately or on the earlier of the next annual shareholder meeting or one year from grant, with accelerated vesting upon certain events like a change in control, death, disability, or when the director ceases to serve.

Positive

  • None.

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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HILLENBRAND DANIEL C.

(Last) (First) (Middle)
ONE BATESVILLE BOULEVARD

(Street)
BATESVILLE IN 47006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hillenbrand, Inc. [ HI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,448 D
Common Stock 20,000 I By Anne Hillenbrand Singleton Trust
Common Stock 8,631 I By John and Joan GC TR FBO (John, Rose and Olivia)
Common Stock 28,248 I By John and Joan CRT IMA
Common Stock 48,611 I By Hillenbrand II TR FBO (John, Rose and Olivia)
Common Stock 135,863 I By Clear Water Capital Partners, LP
Common Stock 5,754 I By John and Joan GC TR FBO (Eleanor and Sarah)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (Deferred Stock Award 5/10/18) (1) 12/31/2025 A(2) 7 (3) (3) Common Stock 7 $0 1,118 D
Restricted Stock Units (Deferred Stock Award 2/14/19) (1) 12/31/2025 A(2) 21 (3) (3) Common Stock 21 $0 2,963 D
Restricted Stock Units (Deferred Stock Award 2/13/20) (1) 12/31/2025 A(2) 31 (3) (3) Common Stock 31 $0 4,431 D
Restricted Stock Units (Deferred Stock Award 2/11/21) (1) 12/31/2025 A(2) 22 (4) (4) Common Stock 22 $0 3,121 D
Restricted Stock Units (Deferred Stock Award 2/10/22) (1) 12/31/2025 A(2) 20 (4) (4) Common Stock 20 $0 2,882 D
Restricted Stock Units (Deferred Stock Award 2/24/23) (1) 12/31/2025 A(2) 20 (4) (4) Common Stock 20 $0 2,933 D
Restricted Stock Units (Deferred Stock Award 2/20/24) (1) 12/31/2025 A(2) 22 (4) (4) Common Stock 22 $0 3,187 D
Restricted Stock Units (Deferred Stock Award 2/18/25) (1) 12/31/2025 A(2) 29 (4) (4) Common Stock 29 $0 4,151 D
Explanation of Responses:
1. Each Restricted Stock Unit represents the contingent right to receive one share of the issuer's common stock.
2. Restricted Stock Units are entitled to dividend equivalent rights which accrue on dividend record dates.
3. These Restricted Stock Units vest immediately upon grant. However, for awards granted prior to May 2014, directors must hold the underlying shares of common stock of the Company for six months after they cease serving as a director, and for awards granted in May 2014 or later, directors must hold the underlying shares of common stock of the Company for one day after the director ceases serving.
4. These Restricted Stock Units vest on the earlier to occur of the issuer's next annual meeting of shareholders or one year from the date of grant; provided, that these Restricted Stock Units will immediately vest upon, and in any case delivery of the shares underlying these Restricted Stock Units will not occur until, the occurrence of one of the following: a change in control of the issuer, the director's death or permanent and total disability, or one day after the date the director ceases to be a director of the issuer.
Remarks:
/s/ Allison A. Westfall, Attorney-in-Fact for Daniel C. Hillenbrand. 01/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Hillenbrand (HI) disclose in this Form 4 filing?

The filing reports a Hillenbrand, Inc. director’s equity activity and updated holdings as of 12/31/2025, including direct ownership of 3,448 shares of common stock, several indirect positions through family and other trusts, and multiple grants of restricted stock units (RSUs) tied to prior award dates.

What is the relationship of the reporting person to Hillenbrand (HI)?

The reporting person is identified as a Director of Hillenbrand, Inc., as indicated in the section describing the relationship of the reporting person to the issuer.

How many Hillenbrand (HI) shares does the director hold directly and indirectly?

The director holds 3,448 shares of Hillenbrand common stock directly. Indirect holdings include 20,000 shares by the Anne Hillenbrand Singleton Trust, 8,631 shares by the John and Joan GC TR FBO (John, Rose and Olivia), 28,248 shares by the John and Joan CRT IMA, 48,611 shares by the Hillenbrand II TR FBO (John, Rose and Olivia), 135,863 shares by Clear Water Capital Partners, LP, and 5,754 shares by the John and Joan GC TR FBO (Eleanor and Sarah).

What restricted stock unit (RSU) awards are reported for the Hillenbrand (HI) director?

The filing lists several RSU awards described as deferred stock awards originally granted on dates including 5/10/18, 2/14/19, 2/13/20, 2/11/21, 2/10/22, 2/24/23, 2/20/24, and 2/18/25. On 12/31/2025, incremental amounts of RSUs ranging from 7 to 31 units for each award were credited, each representing the right to receive one share of common stock at an exercise price of $0.

How do the Hillenbrand (HI) restricted stock units vest for this director?

According to the explanation of responses, some RSUs vest immediately upon grant, with underlying shares required to be held for a period after the director ceases serving. Other RSUs vest on the earlier of Hillenbrand’s next annual meeting of shareholders or one year from the grant date, and will immediately vest upon certain events such as a change in control, the director’s death or permanent and total disability, or one day after the director ceases to be a director.

Do Hillenbrand (HI) RSUs for this director carry dividend equivalent rights?

Yes. The explanation states that the restricted stock units are entitled to dividend equivalent rights, which accrue on dividend record dates, effectively mirroring dividends paid on Hillenbrand common stock for the RSU units held.

Who signed the Hillenbrand (HI) Form 4 on behalf of the director?

The Form 4 is signed by /s/ Allison A. Westfall, identified as Attorney-in-Fact for Daniel C. Hillenbrand, along with the signature date of 01/05/2026.

Hillenbrand Inc

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