8-K filed February 10, 2026, 6:59 PM ET CIK 0001417398

M&A confidence high sentiment neutral materiality 1.00

Lone Star completes $3.8B acquisition of Hillenbrand; stockholders receive $32.00/share

Hillenbrand, Inc.

Total enterprise value ~$3.8B; aggregate Merger Consideration ~$2.25B; each share converted to $32.00 cash.
Transaction closed Feb 10, 2026; Hillenbrand common stock delisted from NYSE.
All outstanding equity awards cashed out based on $32.00 per share (options, RSUs, deferred shares).
Company now wholly owned subsidiary of Lone Star; board resigned except new director Kim Ryan as CEO.
New debt financing: $1.8B term loan, $430M revolver, $350M LC facility, and $500M 7.125% secured notes due 2033.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

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cik: 0001417398
company_name: Hillenbrand, Inc.
filed_at: 2026-02-10T23:59:59+00:00
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Source-grounded claims

83cad2357f4285ac0f8c4e75f782bf3d80b14e67

Hillenbrand, Inc. incurred senior notes of $361.792 million aggregate principal amount of the Company 2029 Notes were repurchased and $330.591 million aggregate pr with not stated at Not stated in excerpt maturing Not stated in excerpt.

$361.792 million aggregate principal amount of the Company 2029 Notes were repurchased and $330.591 million aggregate principal amount of the Company 2031 Notes were repurchased, each pursuant to the Change of Control Offers.

SEC 8-K Item 2.03/2.04 confidence 0.78 SEC evidence

a8111b5a519e77a8e71c0586ec9aaf82ccf3be7f

Hillenbrand, Inc. incurred credit facility of $350.0 million with Banco Santander, S.A. at Not stated in excerpt maturing Not stated in excerpt.

The LC Facility Agreement provides for a senior secured first-lien multi-currency letter of credit and bank guarantee facility in an aggregate committed amount of $350.0 million (the “ Senior Secured LC Facility ”)

SEC 8-K Item 2.03/2.04 confidence 0.88 SEC evidence

ce9a84a712ca268737924c7647828c8f702e6b5f

Hillenbrand, Inc. incurred term loan of $1,800.0 million with Bank of America, N.A. at Not stated in excerpt maturing Not stated in excerpt.

The Senior Secured Facilities Credit Agreement provides for a senior secured first-lien term loan facility comprised of a tranche denominated in U.S. dollars in an aggregate principal amount of up to $1,800.0 million (the “ Term Loan Facility ”)

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

e7d74e85a07124d69ee7f81e4abfa4284007d130

Hillenbrand, Inc. amended senior notes of $500 million aggregate principal amount of 7.125% Senior Secured Notes due 2033 with Wilmington Trust, National Association at 7.125% per year maturing February 1, 2033.

Parent, Intermediate Holdings, the Co-Borrower, the Company, the other Subsidiary Guarantors, the Parent Trustee and the Parent Notes Collateral Agent entered into (i) a supplemental indenture, dated as of February 10, 2026 (the “ Parent Supplemental Indenture ”), to the Parent Indenture, pursuant to which Intermediate Holdings, the Co-Borrower, the Company and the other Subsidiary Guarantors provided a guarantee of Parent’s obligations under the Parent Secured Notes.

SEC 8-K Item 2.03/2.04 confidence 0.92 SEC evidence

4ae6e4de19cab064b9a4f8c832e5a5cf84af9278

Hillenbrand, Inc.: By-laws amended and restated in their entirety.

At the Effective Time, the articles of incorporation and by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which exhibits are incorporated by reference into this Item 5.03.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

c6c86ff71b780e1f945f764783af38c030406d2c

Hillenbrand, Inc.: Articles of incorporation amended and restated in their entirety.

At the Effective Time, the articles of incorporation and by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which exhibits are incorporated by reference into this Item 5.03.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

7ed4cdecc4e26ccf85da103ff612719260966f4d

Hillenbrand, Inc. underwent a change of control involving LSF12 Helix Parent, LLC for $32.00 in cash per share (closed 2026-02-10).

Parent, Merger Sub or any other wholly owned subsidiary of Parent (each of which was cancelled) (collectively, “ Cancelled Shares ”), was converted into the right to receive $32.00 in cash (the “ Merger Consideration ”), without interest and subject to any required tax withholding. At the Effective Time, each outstanding option to purchase shares of Company

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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