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Hillenbrand (HI) director updates RSU and deferred fee holdings in Form 4

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

Rhea-AI Filing Summary

Hillenbrand, Inc. director equity awards and deferred fees reported

A Hillenbrand, Inc. director filed a Form 4 to report routine equity compensation and fee deferrals effective 12/31/2025. The filing shows multiple grants of restricted stock units (RSUs) tied to earlier award dates, such as “Deferred Stock Award” grants from 2010 through 2025, as well as RSUs credited from deferred director fees. Each RSU represents the contingent right to receive one share of Hillenbrand common stock and carries dividend equivalent rights that accrue on dividend record dates.

Many of these RSUs either vest immediately upon grant with post-service holding requirements, or vest on the earlier of the next annual shareholder meeting or one year from the grant date, with delivery of shares generally deferred until events such as a change in control, death, disability, or the director leaving the board. The reported positions include, for example, 6,137 RSUs from a 2011 award and 4,151 RSUs from a 2025 award, all held in direct ownership.

Positive

  • None.

Negative

  • None.
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*
NOVICH NEIL S

(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 0 D
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 2/24/10) (1) 12/31/2025 A(2) 28 (3) (3) Common Stock 28 $0 4,077 D
Restricted Stock Units (Deferred Stock Award 2/23/11) (1) 12/31/2025 A(2) 43 (3) (3) Common Stock 43 $0 6,137 D
Restricted Stock Units (Deferred Stock Award 2/22/12) (1) 12/31/2025 A(2) 40 (3) (3) Common Stock 40 $0 5,834 D
Restricted Stock Units (Deferred Stock Award 2/27/13) (1) 12/31/2025 A(2) 37 (3) (3) Common Stock 37 $0 5,332 D
Restricted Stock Units (Deferred Stock Award 2/26/14) (1) 12/31/2025 A(2) 29 (3) (3) Common Stock 29 $0 4,205 D
Restricted Stock Units (Deferred Stock Award 2/25/15) (1) 12/31/2025 A(2) 29 (3) (3) Common Stock 29 $0 4,155 D
Restricted Stock Units (Deferred Stock Award 2/24/16) (1) 12/31/2025 A(2) 33 (3) (3) Common Stock 33 $0 4,729 D
Restricted Stock Units (Deferred Stock Award 2/22/17) (1) 12/31/2025 A(2) 23 (3) (3) Common Stock 23 $0 3,342 D
Restricted Stock Units (Deferred Stock Award 2/15/18) (1) 12/31/2025 A(2) 21 (3) (3) Common Stock 21 $0 2,954 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
Deferred Director Fees (1) 12/31/2025 A(2) 20 (5) (5) Common Stock 20 $0 3,535 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.
5. These Restricted Stock Units will be automatically converted into shares of stock upon the reporting person's retirement from the Board of Directors of the Company.
Remarks:
/s/ Allison A. Westfall, Attorney-in-Fact for Neil S. Novich 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 insider transaction did Hillenbrand (HI) report in this Form 4?

The Form 4 reports a Hillenbrand, Inc. director receiving multiple small grants of restricted stock units (RSUs) and RSUs from deferred director fees as of 12/31/2025. These are equity-based compensation and fee deferrals rather than open-market stock purchases or sales.

How many Hillenbrand (HI) restricted stock units did the director report holding after these transactions?

After the reported 12/31/2025 transactions, the filing shows updated direct holdings in each RSU award line, including 4,077 RSUs for a 2010 award, 6,137 RSUs for a 2011 award, 5,834 RSUs for a 2012 award, and 4,151 RSUs for a 2025 award, among others, plus 3,535 units tied to deferred director fees.

What does each Hillenbrand (HI) restricted stock unit represent for the director?

The explanation states that each Restricted Stock Unit represents the contingent right to receive one share of Hillenbrand’s common stock. RSUs are also entitled to dividend equivalent rights, which accrue on dividend record dates.

When do the Hillenbrand (HI) director’s RSUs vest and when are shares delivered?

Some RSUs vest immediately upon grant but require the director to hold the underlying shares for a period after leaving the board. Others vest on the earlier of the next annual shareholder meeting or one year from grant, with share delivery deferred until events such as a change in control, death, permanent and total disability, or one day after the director ceases to be a director.

How are Hillenbrand (HI) deferred director fees treated in this Form 4?

The filing includes a line for Deferred Director Fees, which are credited in the form of restricted stock units. According to the explanation, these RSUs will be automatically converted into shares of Hillenbrand common stock when the reporting person retires from the Board of Directors.

Did the Hillenbrand (HI) director pay any cash for these RSU grants?

The derivative table lists a price of $0 for each RSU entry, indicating that these units were granted as part of compensation or fee deferral arrangements rather than purchased for cash in the market.

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