Hillenbrand, Inc.

Specialty Industrial Machinery • Industrials • Batesville, IN, United States • HI (NYQ)

812 931 5000 One Batesville Boulevard, Batesville, IN 47006, United States

Quarter: Q4 2026 Reported: December 23, 2025 Sentiment: Positive

Hillenbrand, Inc. operates as an industrial company, and processing equipment and solutions in the United States and internationally. The company operates through two segments: Advanced Process Solutions and Molding Technology Solutions. The Advanced Process Solutions segment designs, engineers, manufactures, markets, and services process and material handling equipment and systems comprising compounding, extrusion, and material handling equipment, and equipment system design services, as well as offers mixing technology, ingredient automation, and portion process; and provides screening and separating equipment, aftermarket parts and service for various industries, including plastics, food and pharmaceuticals, chemicals, fertilizers, minerals, energy, recycling, and other general industrials. The Molding Technology Solutions segment offers injection molding and extrusion equipment; hot runner systems; process control systems; mold bases and components; maintenance and repair services for various industries, including automotive, consumer goods, medical, packaging, construction, and electronics. The company was formerly known as Batesville Holdings, Inc. and changed its name to Hillenbrand, Inc. in March 2008. Hillenbrand, Inc. was founded in 1906 and is headquartered in Batesville, Indiana.

Analysis Summary

Hillenbrand, Inc. (HI) is progressing with its planned acquisition by affiliates of Lone Star Fund XII, L.P., formalized by a Merger Agreement on October 14, 2025, for a cash consideration of $32.00 per share. This transaction has been met with legal challenges, as two shareholder complaints were filed in New York State court on December 11 and 12, 2025. These lawsuits allege that the Definitive Proxy Statement for the merger contains false and misleading information or omits material details, seeking to enjoin the merger or obtain rescissory damages. Hillenbrand maintains that these claims lack merit but has voluntarily issued supplemental disclosures in this Form 8-K to address the allegations, minimize litigation risks, and prevent any potential delays to the merger's consummation, without admitting any liability.

The company's financial advisor, Evercore, conducted several valuation analyses to assess the fairness of the $32.00 per share merger consideration. The Discounted Cash Flow (DCF) analysis, based on forecasted unlevered free cash flows for fiscal years 2026-2030, indicated an implied equity value per share range of $28.55 to $53.20. The Selected Public Company Trading analysis, comparing Hillenbrand to peer groups, suggested an implied equity value per share range of $25.85 to $42.15. Furthermore, the Selected Transactions Analysis, reviewing comparable M&A deals, yielded an implied equity value per share range of $29.10 to $39.00. An Illustrative Present Value of Future Share Price analysis provided a range of $33.35 to $46.95. These analyses collectively suggest that the $32.00 per share merger consideration falls within or below the lower end of some of the implied valuation ranges.

Management's financial projections for fiscal years 2026 through 2030, provided in the context of the merger valuation, forecast Net Revenue to reach $2,425 million in 2026, growing to $3,262 million by 2030. Adjusted EBITDA is projected at $391 million in 2026, expanding to $689 million by 2030, with Adjusted EBITDA margins improving from 16.1% to 21.1% over the same period. Unlevered free cash flow is expected to be $230 million in 2026, increasing to $443 million by 2030. These projections underpin the valuation models used by Evercore.

Key risks highlighted include the potential for the merger not to be consummated, ongoing litigation, the acquirer's ability to secure financing, and broader global economic conditions. Despite these, Hillenbrand's proactive approach to address shareholder concerns and the financial advisor's supporting analyses indicate a determined path towards completing the acquisition.

Key Highlights

• Hillenbrand, Inc. is proceeding with its merger agreement to be acquired by affiliates of Lone Star Fund XII, L.P. for $32.00 per share.
• Two shareholder lawsuits have been filed, alleging deficiencies in the merger's Definitive Proxy Statement.
• Hillenbrand has made voluntary supplemental disclosures to address litigation claims and prevent merger delays, without admitting liability.
• Financial advisor Evercore's valuation analyses (DCF, Public Co. Trading, Selected Transactions) generally support the $32.00 merger consideration, with some implied ranges extending above it.
• Fiscal Year 2026 (FY2026) Net Revenue is projected at $2,425 million, with Adjusted EBITDA projected at $391 million.
• Unlevered Free Cash Flow is projected to be $230 million for FY2026.
• The merger remains subject to shareholder and regulatory approvals, with management focused on its timely completion.

Financial Metrics

eps

N/A - Not reported in this context; Merger consideration is $32.00 per share

YoY: N/A

revenue

2425 million

YoY: N/A - FY2026 projection; FY2026E to FY2027E projected growth: 9.4%

guidance

net income

N/A - Not reported in this context; Adjusted EBITDA projected N/A

YoY: N/A

Stock Performance (90 Days)

Data through Dec 26, 2025

Layoff Events

Earnings Calls

Positive Signals

• Merger agreement is in place and proceeding.
• Financial advisor's opinion generally supports the merger consideration.
• Management believes shareholder claims are without merit and is proactively addressing them.
• Voluntary supplemental disclosures aim to mitigate litigation risk and avoid merger delays.
• Clear financial projections for future fiscal years (2026-2030) provided for valuation purposes.

Risks & Concerns

— Risk that the Merger may not be consummated in a timely manner or at all (regulatory/shareholder approvals).
— Potential litigation relating to the Merger and the outcome of any such litigation.
— Risk that Lone Star affiliates fail to obtain necessary financing to complete the Merger.
— Potential adverse impact on Hillenbrand of contractual restrictions under the Merger Agreement.
— Global market and economic conditions, including volatility in financial markets, tariffs, and trade policies.