Form 4: Hillenbrand Senior VP Acquires Additional Restricted Stock Units Through Dividend Equivalents

Sentiment:

SEC Form 4 2 July 2025 4:49 PM

Carole Anne Phillips, Senior Vice President and Chief Procurement Officer of Hillenbrand, Inc., reported the acquisition of additional restricted stock units (RSUs) on June 30, 2025, primarily through dividend equivalent rights on existing awards.

Summary

Carole Anne Phillips, Sr. VP & Chief Proc. Officer of Hillenbrand, Inc. (HI), reported changes in her beneficial ownership of company securities.
On June 30, 2025, Ms. Phillips acquired 6 additional Restricted Stock Units (RSUs) related to a Deferred Stock Award from December 7, 2022, bringing her total for this award to 574 RSUs.
She also acquired 17 additional RSUs related to a Deferred Stock Award from December 7, 2023, increasing her total for this award to 1,616 RSUs.
An additional 31 RSUs were acquired related to a Deferred Stock Award from December 5, 2024, resulting in a total of 2,801 RSUs for this award.
Furthermore, 30 RSUs were acquired under the Company's Executive Share Match framework from March 31, 2025, bringing the total for this award to 2,765 RSUs.
All RSU acquisitions were at a price of $0, indicating they were likely dividend equivalent rights or similar non-cash accruals on existing awards.
Each RSU represents the contingent right to receive one share of Hillenbrand's common stock.
The reported transactions were made pursuant to a Rule 10b5-1(c) plan.
Following these transactions, Ms. Phillips directly beneficially owns 5,096 shares of common stock.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates an increase in executive ownership through routine compensation mechanisms, aligning management interests with shareholders. There are no negative implications.

Positives

The acquisition of additional Restricted Stock Units (RSUs) through dividend equivalent rights increases the executive's total stake in the company, aligning her interests more closely with shareholders.
The transactions were conducted under a Rule 10b5-1(c) plan, indicating pre-planned and transparent executive compensation activities.

Future Outlook

The reporting person's Restricted Stock Units are scheduled to vest in tranches over the coming years, with specific vesting dates extending through December 2027 for deferred stock awards and March 2028 for matching RSUs, contingent on satisfaction of vesting conditions.

Industry Context

This Form 4 filing is a routine disclosure of executive compensation and ownership changes, common across all industries for publicly traded companies. It reflects standard practices for granting and accruing equity awards to senior management.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Executive Compensation Disclosure	The filing details the acquisition of Restricted Stock Units by a Senior Vice President, which is a standard component of executive compensation packages designed to align executive interests with shareholder value.	06/30/2025	Reinforces transparency in executive compensation and ownership, consistent with SEC regulations.
Rule 10b5-1 Plan Disclosure	The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan designed to avoid insider trading accusations.	06/30/2025	Enhances corporate governance by demonstrating a commitment to ethical trading practices and reducing the perception of opportunistic insider transactions.

Stakeholder Impact

Shareholders: Increased executive ownership through equity awards can be viewed positively as it aligns management's financial interests with the long-term performance of the company, potentially leading to more shareholder-friendly decisions.
Employees: The Executive Share Match framework indicates a broader compensation strategy that may incentivize key personnel.

Next Steps

Future vesting of the Restricted Stock Units on their respective scheduled dates: December 7, 2025, December 5, 2025, December 7, 2026, December 5, 2026, December 5, 2027, and March 31, 2028.

Key Dates

Date	Description
12/07/2022	Original grant date of a Deferred Stock Award of Restricted Stock Units.
12/07/2023	First vesting date for the 12/07/2022 Restricted Stock Units award; original grant date of a second Deferred Stock Award of Restricted Stock Units.
12/05/2024	Original grant date of a third Deferred Stock Award of Restricted Stock Units.
12/07/2024	Second vesting date for the 12/07/2022 Restricted Stock Units award; first vesting date for the 12/07/2023 Restricted Stock Units award.
03/31/2025	Original grant date of Restricted Stock Units under the Company's Executive Share Match framework.
06/30/2025	Date of reported RSU acquisitions (dividend equivalent rights) for all listed awards.
07/02/2025	Signature date of the reporting person's attorney-in-fact for the Form 4 filing.
12/05/2025	First vesting date for the 12/05/2024 Restricted Stock Units award.
12/07/2025	Third vesting date for the 12/07/2022 Restricted Stock Units award; second vesting date for the 12/07/2023 Restricted Stock Units award.
12/05/2026	Second vesting date for the 12/05/2024 Restricted Stock Units award.
12/07/2026	Third vesting date for the 12/07/2023 Restricted Stock Units award.
12/05/2027	Third vesting date for the 12/05/2024 Restricted Stock Units award.
03/31/2028	Vesting date for Restricted Stock Units granted under the Executive Share Match framework.

Recommendation

hold

Keywords

Hillenbrand, HI, SEC Form 4, Insider Trading, Restricted Stock Units, Executive Compensation, Carole Anne Phillips, Dividend Equivalents, Corporate Governance

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