STOCK TITAN

Hillenbrand (HI) officer Megan Walke reports RSU vesting and share withholding

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Hillenbrand, Inc. reported insider equity transactions by Interim CFO, VP, CC, & CAO Megan A. Walke. On 12/05/2025 and 12/07/2025, restricted stock units (RSUs) granted in prior years converted into common stock at an exercise price of $0, reflecting scheduled vesting of deferred stock awards. In connection with these vestings, a total of 1,150 shares of common stock were withheld and disposed of at $31.82 per share to cover tax obligations, coded as transaction type “F.” Following the reported transactions, Walke directly owned 6,423 shares of Hillenbrand common stock. The RSU awards continue to vest in one-third installments on specified dates through 12/07/2027.

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*
WALKE MEGAN A

(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)
Interim CFO, VP, CC, & CAO
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025
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 12/05/2025 M 1,122 A $0(1) 6,088 D
Common Stock 12/05/2025 F 495 D $31.82 5,593 D
Common Stock 12/07/2025 M 1,485 A $0(1) 7,078 D
Common Stock 12/07/2025 F 655 D $31.82 6,423 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) 12/07/2025 M(2) 574 (3) (3) Common Stock 574 $0 0 D
Restricted Stock Units (Deferred Stock Award 12/7/2023) (1) 12/07/2025 M(2) 911 (4) (4) Common Stock 911 $0 917 D
Restricted Stock Units (Deferred Stock Award 12/5/2024) (1) 12/05/2025 M(2) 1,122 (5) (5) Common Stock 1,122 $0 2,247 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 12/5/2025, one-third on 12/5/2026, and one-third on 12/5/2027.
Remarks:
/s/ Allison A. Westfall, Attorney-in-fact for Megan A. Walke 12/09/2025
** 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 insider transaction did Hillenbrand (HI) report for Megan A. Walke?

The report shows that Megan A. Walke, Interim CFO, VP, CC, & CAO of Hillenbrand, Inc., had previously granted restricted stock units convert into common stock on 12/05/2025 and 12/07/2025, and that some of the resulting shares were withheld to cover taxes.

How many Hillenbrand (HI) shares did Megan A. Walke acquire and dispose of in this Form 4?

Walke acquired 1,122 shares of common stock on 12/05/2025 and 1,485 shares on 12/07/2025 from RSU vesting at $0. She disposed of 495 shares on 12/05/2025 and 655 shares on 12/07/2025 at $31.82 per share through tax withholding transactions coded as “F.”

How many Hillenbrand (HI) shares does Megan A. Walke own after these transactions?

After the reported transactions, Megan A. Walke directly owned 6,423 shares of Hillenbrand common stock.

What are the terms of the restricted stock units reported for Hillenbrand (HI)?

Each Restricted Stock Unit (RSU) represents the right to receive one share of Hillenbrand common stock. The RSUs carry dividend equivalent rights that accrue on dividend record dates and are scheduled to vest in one-third installments on dates ranging from 12/07/2023 through 12/07/2027, depending on the specific award.

What transaction codes are used in this Hillenbrand (HI) Form 4 and what do they indicate?

The filing uses code M to indicate the conversion of RSUs into common stock at an exercise price of $0, and code F to indicate the disposition of shares to satisfy tax withholding obligations at a price of $31.82 per share.

What is Megan A. Walke’s role at Hillenbrand (HI) according to this filing?

The filing identifies Megan A. Walke as an Officer of Hillenbrand, serving as Interim CFO, VP, CC, & CAO, and the Form 4 is filed for one reporting person.

Hillenbrand Inc

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