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HI Form 4: 81,473-share sale and multiple RSU awards disclosed

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

Rhea-AI Filing Summary

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.

Positive

  • Acquisition of RSUs totaling multiple awards with specific vesting schedules and dividend-equivalent rights
  • Matching RSU framework grants reported, indicating participation in the company's executive share match program

Negative

  • Disposition of 81,473 shares of Hillenbrand common stock reported on 09/30/2025

Insights

Insider reported a large share disposal and multiple RSU activities on 09/30/2025.

The filing explicitly records a disposition of 81,473 common shares alongside acquisitions of RSUs that convert to common stock. Such simultaneous cash/stock movements are documented and traceable in the filing.

The report lists specific vesting schedules and dividend-equivalent rights for each RSU grant, providing transparent timing for future ownership changes.

Monitor the 10/01/2025 Matching RSU entry for settlement timing noted in the filing.

Multiple RSU grants and matching awards were recorded, showing ongoing equity compensation activity.

The filing shows RSUs from grants dated 12/7/2022, 12/7/2023, 6/28/2024, 12/5/2024, and matching frameworks on 03/31/2025 and 10/01/2025. Each RSU represents the right to one share and carries dividend-equivalent rights as stated.

Vesting schedules are explicit (one-third installments across consecutive years) and the Matching RSUs specify vest dates of 03/31/2028 and 10/01/2028 where applicable, which affects future dilution timing.

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).
1. Name and Address of Reporting Person*
Whitted J Michael

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Strategy & Corp. Dev.
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
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 81,473 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 12/7/2022) (1) 09/30/2025 A(2) 14 (3) (3) Common Stock 14 $0 1,740 D
Restricted Stock Units (Deferred Stock Award 12/7/2023) (1) 09/30/2025 A(2) 39 (4) (4) Common Stock 39 $0 4,748 D
Restricted Stock Units (Deferred Stock Award 6/28/2024) (1) 09/30/2025 A(2) 299 (5) (5) Common Stock 299 $0 36,264 D
Restricted Stock Units (Deferred Stock Award 12/5/2024) (1) 09/30/2025 A(2) 67 (6) (6) Common Stock 67 $0 8,220 D
Restricted Stock Units (Matching RSU Framework 03/31/2025) (1) 09/30/2025 A(2) 63 (7) (7) Common Stock 63 $0 7,693 D
Restricted Stock Units (Matching RSU Framework 10/1/2025) (1) 10/01/2025 A(2) 10,798 (8) (8) Common Stock 10,798 $0 10,798 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. Restricted Stock Units scheduled to vest one-third on 12/7/2023, one-third on 12/7/2024, and one-third on 12/7/2025.
4. Restricted Stock Units scheduled to vest one-third on 12/7/2024, one-third on 12/7/2025, and one-third on 12/7/2026.
5. Restricted Stock Units scheduled to vest one-third on 06/28/2025, one-third on 06/28/2026, and one-third on 06/28/2027.
6. Restricted Stock Units scheduled to vest one-third on 12/5/2025, one-third on 12/5/2026, and one-third on 12/5/2027.
7. Represents Matching RSUs granted under the Company's Executive Share Match framework that will vest on March 31, 2028, and be settled in shares of the Company's common stock or cash to the extent the vesting conditions of the framework are satisfied.
8. Represents Matching RSUs granted under the Company's Executive Share Match framework that will vest on October 1, 2028, and be settled in shares of the Company's common stock or cash to the extent the vesting conditions of the framework are satisfied.
Remarks:
/s/ Allison A. Westfall, Attorney-in-Fact for J. Michael Whitted 10/02/2025
** 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 insider J. Michael Whitted report on Form 4 (HI)?

The Form 4 reports a disposition of 81,473 shares and acquisitions of multiple Restricted Stock Units (RSUs) on 09/30/2025.

How many Matching RSUs were reported and when do they vest?

The filing reports 63 Matching RSUs under the 03/31/2025 framework vesting on 03/31/2028, and 10,798 Matching RSUs with a 10/01/2025 transaction date vesting on 10/01/2028 as disclosed.

Do the RSUs include dividend rights?

Yes. The filing explicitly states RSUs are entitled to dividend equivalent rights which accrue on dividend record dates.

What are the vesting patterns for the disclosed RSU grants?

Several grants vest in one-third installments across three successive dates (examples: 12/7/2023–12/7/2025; 12/7/2024–12/7/2026; 06/28/2025–06/28/2027) as stated.

Who signed the Form 4 and when?

The Form 4 was signed by Allison A. Westfall, Attorney-in-Fact for J. Michael Whitted on 10/02/2025.
Hillenbrand Inc

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