You are cordially invited to attend a special meeting of shareholders (which, including any adjournments or postponements thereof, we refer to as the “Special Meeting”) of Hillenbrand, Inc., an Indiana corporation (which we refer to as “Hillenbrand,” the “Company,” “we,” “us” and “our”), to be held solely by remote communication, via live audio webcast, on [   ], 202[  ], beginning at [   ], Eastern time (unless the Special Meeting is adjourned or postponed). Hillenbrand shareholders will be able to attend and vote at the Special Meeting by remote communication by visiting www.virtualshareholdermeeting.com/HI2026SM, which we refer to as the “Special Meeting website.” There will be no physical location for the Special Meeting. For purposes of attendance at the Special Meeting, references in the accompanying proxy statement to “present” or “presence” will mean present or presence at the Special Meeting by remote communication, and references to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting by remote communication.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal (which we refer to as the “Merger Agreement Proposal”) to approve the Agreement and Plan of Merger, dated as of October 14, 2025, as it may be amended from time to time (which we refer to as the “Merger Agreement”), by and among Hillenbrand, LSF12 Helix Parent, LLC, a Delaware limited liability company (which we refer to as “Parent”), and LSF12 Helix Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”), (b) a proposal (which we refer to as the “Compensation Proposal”) to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Hillenbrand’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement and (c) a proposal (which we refer to as the “Adjournment Proposal”) to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting to approve the Merger Agreement. Parent and Merger Sub are affiliates of Lone Star Fund XII, L.P. (which we refer to as “Lone Star” or the “Guarantor”). Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Hillenbrand (which we refer to as the “Merger”), with Hillenbrand continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, without par value, of Hillenbrand (which we refer to as “Hillenbrand common stock”) issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $32.00 in cash (which we refer to as the “Merger Consideration”), without interest and subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, for each share of Hillenbrand common stock that you own immediately prior to the Effective Time.

The Board of Directors of Hillenbrand (which we refer to as the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (a) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Hillenbrand and its shareholders; (b) adopted the Merger Agreement and declared advisable the transactions contemplated by the Merger Agreement; (c) resolved to recommend that Hillenbrand shareholders approve the

Merger Agreement; and (d) directed that the Merger Agreement be submitted to Hillenbrand shareholders for their approval. The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Your vote is very important, regardless of the number of shares of Hillenbrand common stock that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of Hillenbrand common stock entitled to vote thereon at the Special Meeting.

Please vote as promptly as possible, whether or not you expect to attend the Special Meeting. If you hold your shares of Hillenbrand common stock through an account with a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by the bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you hold your shares of Hillenbrand common stock as a holder of record, please submit a proxy to have your shares voted as promptly as possible by (i) logging onto the website identified on your proxy card and following the instructions to vote online, (ii) dialing the toll-free number shown on your proxy card and following the instructions to vote by telephone or (iii) completing, dating and signing your proxy card and returning it in the postage-prepaid envelope provided. If you attend and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [   ], 2025, and, together with the enclosed form of proxy, is first being mailed to Hillenbrand shareholders on or about [   ], 2025.

Notice is hereby given that a special meeting of shareholders (which, including any adjournments or postponements thereof, we refer to as the “Special Meeting”) of Hillenbrand, Inc., an Indiana corporation (which we refer to as “Hillenbrand,” the “Company,” “we,” “us” and “our”), will be held solely by remote communication, via live audio webcast, on [   ], 202[ ], beginning at [   ], Eastern time (unless the Special Meeting is adjourned or postponed). Hillenbrand shareholders will be able to attend and vote at the Special Meeting by remote communication by visiting www.virtualshareholdermeeting.com/HI2026SM, which we refer to as the “Special Meeting website.” There will be no physical location for the Special Meeting. For purposes of attendance at the Special Meeting, all references in this notice and the accompanying proxy statement to “present” or “presence” will mean present or presence at the Special Meeting by remote communication, and references to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting by remote communication. The Special Meeting is being held for the following purposes:

A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.

The Hillenbrand board of directors (which we refer to as the “Board of Directors”) has fixed the close of business on [   ], 2025 as the record date for the Special Meeting. Only holders of record of Hillenbrand common stock as of the record date for the Special Meeting are entitled to notice of, and to vote at, the Special Meeting. A list of shareholders entitled to notice of the Special Meeting will be open to examination by any shareholder at any time during the Special Meeting through a link on the Special Meeting website.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Please vote as promptly as possible, whether or not you expect to attend the Special Meeting. If you hold your shares of Hillenbrand common stock through an account with a bank, broker or other nominee (that is, you are the beneficial owner of shares held in “street name”), please follow the instructions on the voting instruction form furnished by the bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you hold your shares of Hillenbrand common stock as a holder of record, please submit a proxy to have your shares voted as promptly as possible by (i) logging onto the website identified on your proxy card and following the instructions to vote online, (ii) dialing the toll-free number shown on your proxy card and following the instructions to vote by telephone or (iii) completing, dating, signing and returning your proxy card in the postage-prepaid envelope

provided. If you attend and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

You will be able to attend the Special Meeting by visiting the Special Meeting website and entering a 16-digit control number. If you hold your shares of Hillenbrand common stock as a holder of record, your 16-digit control number will be printed on your proxy card. If instead you hold your shares of Hillenbrand common stock through an account with a bank, broker or other nominee (that is, you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) to obtain a legal proxy that will permit you to attend, and vote at, the Special Meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the accompanying proxy statement.

If you fail to grant your proxy electronically over the internet or by telephone or by returning your proxy card (or, if your shares are held in the name of a bank, broker or other nominee, if you fail to provide voting instructions to the bank, broker or other nominee) and you do not attend the Special Meeting, your shares of Hillenbrand common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Hillenbrand common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement titled “Where You Can Find More Information.”

This proxy statement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger, as contrasted with historical information. Forward-looking statements are based on assumptions that Hillenbrand believes are reasonable, but by their very nature are subject to a wide range of risks. If Hillenbrand’s assumptions prove inaccurate or unknown risks and uncertainties materialize, actual results could vary materially from Hillenbrand’s expectations and projections. The following list, though not exhaustive, contains words that could indicate a forward-looking statement:

Forward-looking statements are not guarantees of future performance, and Hillenbrand’s actual results could differ materially from those set forth in any forward-looking statements. Any number of factors, many of which are beyond Hillenbrand’s control, could cause our performance to differ significantly from what is described in the forward-looking statements. These factors include, but are not limited to the risk that the Merger may not be consummated in a timely manner or at all; the possible inability of the parties to the Merger Agreement to obtain the required regulatory approvals for the Merger and to satisfy the other conditions to the closing of the Merger, including approval of the Merger Agreement by Hillenbrand’s shareholders, on a timely basis or at all; the possible occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the risk that the Merger Agreement may be terminated in circumstances that require Hillenbrand to pay a termination fee; the risk that the relevant affiliates of Lone Star fail to obtain on a timely basis or at all the financing necessary to complete the Merger; potential litigation relating to the Merger and the outcome of any such litigation; the potential adverse impact on Hillenbrand of contractual restrictions under the Merger Agreement that limit Hillenbrand’s ability to pursue business opportunities or strategic transactions; risks relating to significant transaction costs associated with the Merger and the possibility that the Merger may be more expensive to complete than anticipated; competitors’ responses to the Merger; global market and economic conditions, including those related to the continued volatility in the financial markets, including as a result of the United States (“U.S.”) administration’s imposition of tariffs and changing trade policies; the risk of business disruptions associated with information technology, cyber-attacks, or catastrophic losses affecting infrastructure; increasing competition for highly skilled and talented workers, as well as labor shortages; closures or slowdowns and changes in labor costs and labor difficulties; uncertainty related to environmental regulation and industry standards, as well as physical risks of climate change; increased costs, poor quality, or unavailability of raw materials or certain outsourced services and supply chain disruptions; economic and financial conditions including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets; uncertainty in U.S. global trade policy and risks with governmental instability in certain parts of the world; Hillenbrand’s level of international sales and operations; negative effects of acquisitions, including the Schenck Process Food and Performance Materials business and Linxis Group SAS acquisitions, on Hillenbrand’s business, financial condition, results of operations and financial performance; competition in the industries in which Hillenbrand operates, including on price; cyclical demand for industrial capital goods; the ability to recognize the benefits of any acquisition or divestiture including the Milacron injection molding and extrusion business sale (the “Disposition”), including potential synergies and cost savings or the failure of Hillenbrand or any acquired company, or the Disposition, to achieve its plans and objectives generally; any strategic and operational initiatives implemented by the parties to the Disposition after the consummation of the Disposition; potential adverse effects of the announcement or results of the Disposition or the announcement or pendency of the Merger, or any failure to complete the Merger, on the market price of Hillenbrand common stock or on the ability of Hillenbrand to develop and maintain relationships with its personnel and customers, suppliers and others with whom it does business or otherwise on Hillenbrand’s business, financial condition, results of operations and financial performance; risks related to diversion of management’s attention from Hillenbrand’s ongoing business operations due to the Disposition or the Merger; impairment charges to goodwill and other identifiable intangible assets; impacts of decreases in demand or changes in technological advances, laws, or regulation on the net revenues that we derive from the plastics industry; the impact to Hillenbrand’s effective tax

rate of changes in the mix of earnings or in tax laws and certain other tax-related matters; exposure to tax uncertainties and audits; involvement in claims, lawsuits, and governmental proceedings related to operations; uncertainty in the U.S. political and regulatory environment; adverse foreign currency fluctuations; and labor disruptions.

Shareholders, potential investors, and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For a more in-depth discussion of these and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussion under the heading “Risk Factors” in Part I, Item 1A of Hillenbrand’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on November 19, 2025, and other risks and uncertainties detailed in Hillenbrand’s filings with the SEC from time to time. Any forward-looking statement in this proxy statement is based only on information currently available to Hillenbrand and speaks only as of the date on which it is made. Hillenbrand undertakes no obligation to publicly update or revise any forward-looking statement, whether written or oral, to reflect new information or future developments or otherwise.

The Special Meeting will be held solely by remote communication, via live audio webcast, on [    ], 202[ ], beginning at [    ], Eastern time (unless the Special Meeting is adjourned or postponed). Hillenbrand shareholders will be able to attend and vote at the Special Meeting by remote communication by visiting www.virtualshareholdermeeting.com/HI2026SM. There will be no physical location for the Special Meeting.

At the Special Meeting, we will ask Hillenbrand shareholders to consider and vote on (a) the Merger Agreement Proposal; (b) the Compensation Proposal; and (c) the Adjournment Proposal.

You will be able to attend the Hillenbrand special meeting by visiting the Special Meeting website at www.virtualshareholdermeeting.com/HI2026SM and entering a 16-digit control number. If you hold your shares of Hillenbrand common stock as a holder of record, your 16-digit control number will be printed on your proxy card. If instead you hold your shares of Hillenbrand common stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) to obtain a legal proxy that will permit you to attend, and vote at, the Special Meeting.

If you plan to attend the Special Meeting, we encourage you to access the Special Meeting website prior to the start time of the meeting to allow time to log in and test your device’s audio system. You may begin to log into the Special Meeting website beginning at [    ], Eastern time, on [    ], 202[ ].

The Special Meeting website is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) that have the most updated version of applicable software and plugins installed. Shareholders should ensure that they have a strong internet connection if they intend to attend the Special Meeting. Attendees should allow sufficient time to access the meeting and ensure that they can hear streaming audio prior to the start of the Special Meeting.

If you encounter any difficulties accessing the Special Meeting, please call the technical support number that will be provided on the Special Meeting website. Technical support will be available beginning approximately 15 minutes prior to the start of the Special Meeting and continuing through the conclusion of the Special Meeting.

Additional information regarding rules of conduct and other materials for the Special Meeting will be available during the Special Meeting at www.virtualshareholdermeeting.com/HI2026SM.

Hillenbrand shareholders that participate in the Special Meeting via the Special Meeting website will be considered to have attended the Special Meeting and to have been present at the Special Meeting “in person,” including for purposes of determining a quorum and counting votes. For purposes of attendance at the Special Meeting, references in this proxy statement to “present” or “presence” will mean present or presence at the Special Meeting by remote communication, and references to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting by remote communication.

Only Hillenbrand shareholders of record as of the Record Date, which is the close of business on [    ], 2025, are entitled to notice of the Special Meeting and to vote at the Special Meeting. As of the Record Date, there were [    ] shares of Hillenbrand common stock outstanding and entitled to vote at the Special Meeting.

The presence in person or by proxy of Hillenbrand shareholders holding a majority of the votes entitled to be cast at the Special Meeting (determined as of the Record Date) constitutes a quorum for the purpose of

conducting business at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies, subject to the limitations under the Merger Agreement on adjournments of the Special Meeting.

Each share of Hillenbrand common stock outstanding as of the close of business on the Record Date will be entitled to one vote on each matter voted on at the Special Meeting.

The affirmative vote of the holders of a majority of the outstanding shares of Hillenbrand common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. Such approval is a condition to the consummation of the Merger.

At the Special Meeting, assuming a quorum is present, the Compensation Proposal will be approved if the votes cast favoring such approval exceed the votes cast opposing such approval.

At the Special Meeting, assuming a quorum is present, the Adjournment Proposal will be approved if the votes cast favoring such approval exceed the votes cast opposing such approval.

If a quorum is present at the Special Meeting, the failure of any Hillenbrand shareholder of record to (a) submit a signed proxy card; (b) grant a proxy over the internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement titled “—Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for any Hillenbrand shareholder that attends the Special Meeting or is represented by proxy and abstains from voting, such abstention will have the same effect as if the Hillenbrand shareholder voted “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in street name for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in street name are present at a shareholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Special Meeting will be “non-routine,” and, therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you are a Hillenbrand shareholder that beneficially owns shares of Hillenbrand common stock held in street name, and you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee may not vote your shares on the Merger Agreement Proposal, the Compensation Proposal or the Adjournment Proposal, and your shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining whether a quorum is present at the Special Meeting. A broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and, assuming a quorum is present at the Special Meeting, will have no effect on the Compensation Proposal or the Adjournment Proposal.

As of the close of business on [    ], 2025, our executive officers and directors beneficially owned and were entitled to vote, in the aggregate, [    ] shares of Hillenbrand common stock, representing approximately [    ]% of the shares of Hillenbrand common stock outstanding.

We currently expect that our executive officers and directors will vote all of their respective shares of Hillenbrand common stock (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

There are four ways to vote if you are a record holder (i.e., you do not hold your shares of Hillenbrand common stock through a broker, bank or other nominee):

Although Hillenbrand offers multiple voting methods, Hillenbrand encourages you to vote over the internet or by telephone, as Hillenbrand believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the internet and telephone provide convenient, cost-effective and reliable alternatives to submitting your proxy by mail. If you choose to vote your shares of Hillenbrand common stock over the internet or by telephone, there is no need for you to submit your proxy by mail.

All shares of Hillenbrand common stock represented by properly signed and dated proxies received by the deadline indicated above will be voted at the Special Meeting in accordance with the instructions of the Hillenbrand shareholders. Properly signed and dated proxies that do not contain voting instructions for one or more specific proposals will be voted with respect to the proposals for which instructions are not provided as follows: (a) “FOR” the Merger Agreement Proposal, (b) “FOR” the Compensation Proposal and (c) “FOR” the Adjournment Proposal. If your proxy indicates that you wish to vote in favor of the Merger Agreement Proposal but does not indicate a choice as to the Adjournment Proposal or the Compensation Proposal, your shares of Hillenbrand common stock will be voted “FOR” each such proposal. Shares as to which proxies are submitted without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares of Hillenbrand common stock are registered directly in your name with Hillenbrand’s transfer agent, Computershare, you are considered a shareholder of record with respect to those shares. If instead you hold your shares of Hillenbrand common stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”) as of the Record Date, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. If you are the beneficial owner of shares of Hillenbrand common stock held in street name and you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the internet or telephone through your bank, broker or other nominee, and do not attend and vote at the Special Meeting, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal (so long as you do not attend the Special Meeting and abstain from voting on the Merger Agreement Proposal, which would have the same effect as voting “AGAINST” the Merger Agreement Proposal).

Any proxy given by a Hillenbrand shareholder of record may be revoked by doing any of the following:

If you are a beneficial owner of shares of Hillenbrand common stock held through a bank, broker or other nominee, you must follow the specific instructions provided to you by your bank, broker or other nominee to change or revoke any voting instructions you have already given to your bank, broker or other nominee or you may change your vote by attending the Special Meeting and voting via the Special Meeting website during the Special Meeting. See “—Attending the Special Meeting” above.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Hillenbrand shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned, postponed or delayed.

The Board of Directors has unanimously (a) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Hillenbrand and its shareholders; (b) adopted the Merger Agreement and declared advisable the transactions contemplated by the Merger Agreement; (c) resolved to recommend that Hillenbrand shareholders approve the Merger Agreement; and (d) directed that the Merger Agreement be submitted to Hillenbrand shareholders for their approval.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The Board of Directors is soliciting proxies in connection with the Special Meeting, and Hillenbrand will bear the cost of soliciting such proxies. Proxies in connection with the Special Meeting may be solicited by officers, directors and regular supervisory and executive employees of Hillenbrand, none of whom will receive any additional compensation for such solicitation. Hillenbrand has retained Innisfree M&A Incorporated (which we refer to as “Innisfree”) as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting, for which Hillenbrand estimates it will pay Innisfree a fee of up to $112,500 plus reasonable out-of-pocket costs and expenses. Proxies in connection with the Special Meeting may be solicited in person, by mail, by telephone, by facsimile, by messenger, via the internet or by other means of communication, including electronic communication. Hillenbrand will supply banks, brokers and other nominees that hold shares of Hillenbrand common stock of record for beneficial owners with copies of proxy soliciting material in connection with the Special Meeting to be sent to such beneficial owners, in which case these parties will be reimbursed by Hillenbrand for their reasonable expenses for completing the sending of such material to beneficial owners.

Pursuant to the IBCL and Hillenbrand’s by-laws, except as otherwise required by law, only the matters set forth in the notice of the Special Meeting may be brought before the Special Meeting.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Hillenbrand common stock, please contact our proxy solicitor:

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Hillenbrand is a global industrial company that provides highly-engineered, mission-critical processing equipment and solutions to customers around the world. Our portfolio is composed of leading industrial brands that serve large, attractive end markets, including durable plastics, food, and recycling. Guided by our purpose—Shape What Matters For Tomorrow™—we pursue excellence, collaboration, and innovation to consistently shape solutions that best serve our people, our customers, and our communities. Hillenbrand’s Advanced Process Solutions reporting segment is a leading global provider of highly engineered process and material handling equipment, systems and aftermarket parts and services for a variety of industries, including durable plastics, food, and recycling. Hillenbrand’s Molding Technology Solutions reporting segment is a global leader in highly engineered equipment, systems and aftermarket parts and service for the plastic technology processing industry.

Hillenbrand was incorporated on November 1, 2007, in the state of Indiana. Hillenbrand common stock is listed for trading on the New York Stock Exchange (which we refer to as the “NYSE”) under the symbol “HI.” Although Hillenbrand has been a publicly traded company since April 1, 2008, the brands owned by Hillenbrand have been in operation for many decades. Hillenbrand’s principal executive offices are located at One Batesville Boulevard, Batesville, Indiana 47006, and its telephone number is (812) 931-5000.

Parent is a Delaware limited liability company formed on October 10, 2025 by an indirect wholly owned subsidiary of Lone Star solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and related agreements.

Merger Sub is an Indiana corporation and wholly owned subsidiary of Parent formed on October 10, 2025 solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and related agreements.

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the applicable provisions of the IBCL, at the Effective Time, Merger Sub will merge with and into Hillenbrand, the separate corporate existence of Merger Sub will cease and Hillenbrand will continue its corporate existence as an Indiana corporation under the IBCL as the Surviving Corporation. As a result of the Merger, Hillenbrand will become a wholly owned subsidiary of Parent, and Hillenbrand common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, following the Merger, it is expected that Hillenbrand common stock will be deregistered under the Exchange Act and Hillenbrand will no longer file periodic or other reports with the SEC.

If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation. For more information, please see the sections of this proxy statement titled “—Merger Consideration—Treatment of Hillenbrand Equity Awards” and “—Merger Consideration—Hillenbrand Common Stock.”

The Effective Time will occur at such time as the articles of merger, in such form as required by, and executed in accordance with, IBCL 23-1-40-5, have been duly filed with the Secretary of State of the State of Indiana, or at such other date and time as may be agreed by the parties and specified in the articles of merger as the effective time of the Merger in accordance with the IBCL.

If the Merger Agreement Proposal is not approved by Hillenbrand shareholders, or if the Merger is not completed for any other reason, Hillenbrand shareholders will not be entitled to, and will not receive, any payment for their respective shares of Hillenbrand common stock pursuant to the Merger Agreement; Hillenbrand will remain an independent public company; Hillenbrand common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and Hillenbrand will continue to file periodic and other reports with the SEC; and, under specified circumstances, Hillenbrand will be required to pay Parent a termination fee of $69,000,000 in cash, or Parent will be required to pay Hillenbrand a termination fee of $138,000,000 in cash, upon the termination of the Merger Agreement, pursuant to the provisions of the Merger Agreement described in the section of this proxy statement titled “The Merger Agreement—Termination Fees.”

At the Effective Time, by virtue of the Merger and without any action on the part of Hillenbrand, Parent, Merger Sub or the holders of any securities of Hillenbrand, Parent or Merger Sub, each share of Hillenbrand common stock issued and outstanding immediately prior to the Effective Time, but excluding Canceled Shares, will be converted into the right to receive the Merger Consideration of $32.00 in cash, without interest and subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Hillenbrand common stock that you own (other than Canceled Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as a Hillenbrand shareholder.

At the Effective Time, each outstanding Company Option, each outstanding Company Restricted Stock Unit and each outstanding Company Performance-Based Restricted Stock Unit will vest in full and be cashed out based on the Merger Consideration, less any required tax withholding and, in the case of a Company Option, less the applicable per share exercise price, with the number of shares of Hillenbrand common stock subject to each Company Performance-Based Restricted Stock Unit determined by deeming the applicable performance goals to be achieved at the greater of the target level of performance and the actual level of performance measured through the date immediately prior to the Effective Time (as determined by the Board of Directors or a duly authorized committee or subcommittee thereof in good faith and in accordance with the applicable award agreements). Company Options with a per share exercise price that is equal to or greater than the Merger Consideration will be canceled for no consideration upon the Effective Time. Each restricted stock unit granted after October 14, 2025 (other than any such awards granted to a non-employee member of the Board of Directors) that is outstanding at the Effective Time will convert into a Restricted Cash Award with a value equal to the Merger Consideration per share of Hillenbrand common stock underlying the restricted stock unit. Each Restricted Cash Award will be subject to the same terms and conditions as those that applied to the restricted stock unit that was converted into such Restricted Cash Award.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to recount every conversation among the Hillenbrand Board of Directors or the representatives of Lone Star and other persons.

As part of its ongoing evaluation of Hillenbrand’s business, the Board of Directors, together with Hillenbrand senior management, regularly reviews and assesses opportunities to increase shareholder value, including evaluating various potential strategic alternatives such as acquisitions and dispositions. Hillenbrand also regularly engages with its shareholders to discuss Hillenbrand and its business, operations and financial results and to hear the views of Hillenbrand shareholders regarding Hillenbrand.

From June 23, 2025 to June 25, 2025, the Board of Directors held its regularly scheduled annual strategy meetings. During these meetings, members of Hillenbrand’s management presented a review of Hillenbrand’s various businesses and strategic initiatives and Hillenbrand’s proposed strategic plan and related financial forecasts through 2030. The Board of Directors discussed, with members of Hillenbrand’s management, the various assumptions upon which management’s strategic plan and financial forecasts were based and the risks and uncertainties to which the plan and forecasts were subject. In connection with its review, and consistent with the regular order of business at prior annual strategy meetings, the Board of Directors was presented with an internal preliminary and illustrative valuation analysis prepared by Hillenbrand’s management based on the proposed strategic plan and related financial forecasts. The valuation analysis included discounted cash flow, sum-of-the-parts and leveraged buyout methodologies. The range of values suggested by this analysis, which was subject to various assumptions, including use of a terminal year adjusted EBITDA margin equal to the adjusted EBITDA margin reflected in management’s financial forecast for fiscal year 2030 to calculate terminal year free cash flow and terminal value, was $24.94 to $87.07 per share. The Board of Directors and members of Hillenbrand’s management discussed the assumptions underlying the proposed strategic plan and related financial forecasts and the risks and uncertainties to which the proposed strategic plan and related financial forecasts were subject.

On June 24, 2025, Hillenbrand received from Lone Star an unsolicited written non-binding proposal to acquire Hillenbrand at a price of $34 per share to $36 per share. Lone Star’s proposal included a 30-day exclusivity period and contemplated a post-signing “go-shop” period. Lone Star also requested a meeting with Hillenbrand.

On June 25, 2025, during a portion of its annual strategy meetings, the Board of Directors discussed Lone Star’s proposal. The Board of Directors also discussed retaining Evercore to serve as Hillenbrand’s financial advisor in connection with its evaluation of Lone Star’s proposal. Evercore had previously served as financial advisor to Hillenbrand in various matters, including in connection with its 2022 review of strategic alternatives for, and ultimate sale of, its Batesville casket business. A representative of Skadden, Arps, Slate, Meagher & Flom LLP (which we refer to in this proxy statement as “Skadden”), counsel to Hillenbrand, joined the Board of Directors for these discussions and reviewed with Hillenbrand’s directors their fiduciary duties, among other matters. The Board of Directors also discussed management’s plans to meet with representatives of Lone Star later that week.

On June 27, 2025, Hillenbrand’s chief executive officer, senior vice president corporate development and general counsel met with representatives of Lone Star by video teleconference. During the meeting, representatives of Lone Star reviewed the terms of Lone Star’s proposal.

On June 29, 2025, the Board of Directors met by video teleconference, with a representative of Skadden present. Members of Hillenbrand’s management provided an update on the meeting with Lone Star. The Board of Directors continued its discussion of Hillenbrand management’s proposed strategic plan and related financial forecasts through 2030, which had been presented by members of Hillenbrand’s management and discussed by the Board of Directors at the annual strategy meetings held from June 23, 2025 to June 25, 2025. At the request of the Board of Directors, members of Hillenbrand’s management reviewed with the Board of Directors alternative scenarios to management’s proposed strategic plan and related financial forecasts, the assumptions underlying management’s financial forecasts, proposed strategic plan and alternative scenarios and the risks and uncertainties to which management’s financial forecasts, proposed strategic plan and alternative scenarios were subject. Following discussion, the Board of Directors approved management’s proposed strategic plan and the related financial forecasts as presented by members of Hillenbrand’s management to the Board of Directors at its meetings held June 23, 2025 to June 25, 2025. The strategic plan and related forecasts as approved by the Board of Directors did not include any terminal year financial metrics, including the terminal year adjusted EBITDA margin to be used in calculating terminal year free cash flow and terminal value. The Board of Directors also approved the terms of Evercore’s engagement as Hillenbrand’s financial advisor.

On July 7, 2025, the Board of Directors met again by video teleconference, with representatives of Evercore and Skadden present. Representatives of Evercore reviewed the terms of Lone Star’s proposal and background information on Lone Star. The Board of Directors discussed, with members of Hillenbrand’s management and representatives of Evercore, Hillenbrand management’s strategic plan and financial forecasts and the risks and uncertainties to which management’s strategic plan and financial forecasts were subject. Representatives of Evercore reviewed a preliminary financial analysis of Hillenbrand on a standalone basis and of Lone Star’s proposal based on Hillenbrand management’s strategic plan and financial forecasts and also an illustrative alternative case with more conservative assumptions, in each case with Evercore preliminarily assuming, for purposes of calculating terminal year free cash flow and terminal value, a terminal year adjusted EBITDA margin equal to the adjusted EBITDA margin for fiscal year 2030 reflected in management’s strategic plan and financial forecasts. Representatives of Evercore also reviewed a range of possible responses to Lone Star’s proposal and related considerations, including illustrative timelines and lists of financial sponsors and strategic parties that would potentially be interested in pursuing an acquisition of Hillenbrand (which we refer to in this proxy statement as “potential buyers”). The Board of Directors discussed with members of Hillenbrand’s management the risks and uncertainties associated with Hillenbrand continuing to execute on management’s strategic plan. After discussion, the Board of Directors instructed Evercore to communicate to Lone Star Hillenbrand’s rejection of Lone Star’s proposal, but also to indicate to Lone Star that Hillenbrand was prepared to engage with Lone Star as part of a broader process with other potential buyers. The Board of Directors also authorized Evercore to begin contacting other potential buyers to solicit interest in a potential sale of the company.

On July 8, 2025, representatives of Evercore informed Lone Star of Hillenbrand’s response to its proposal and began contacting a total of 21 other potential buyers, each of which had been approved by Hillenbrand. Of the 22 potential buyers, including Lone Star, 18 were financial sponsors, and four were strategic parties.

Thereafter, through early August 2025, Hillenbrand negotiated confidentiality agreements with 16 potential buyers, comprising 15 financial sponsors, including Lone Star, and one strategic party. Each such confidentiality agreement contained customary standstill provisions (which terminated upon Hillenbrand’s entry into the Merger Agreement). Lone Star entered into its confidentiality agreement with Hillenbrand on July 16, 2025 and entered into a clean team confidentiality agreement with Hillenbrand on August 18, 2025.

In July 2025, members of Hillenbrand’s management, with the assistance of representatives of Evercore, prepared a confidential information memorandum to be provided to potential buyers. The confidential information memorandum included management’s financial forecasts through 2030 approved by the Board of Directors at its June 29 meeting, updated by management based on Hillenbrand’s actual results for the fiscal quarter ended June 30, 2025 and adjustments by management to the near-term outlook in light of then-current market conditions. A draft of the confidential information memorandum (including those updated management financial forecasts, which we refer to in this proxy statement as the “Financial Projections”) was provided to the Board of Directors for review prior to its finalization. The Financial Projections covered the period through 2030 and did not include any terminal year financial metrics, including the terminal year adjusted EBITDA margin to be used in calculating terminal year free cash flow and terminal value.

Beginning on July 24, 2025, Evercore sent the 16 potential buyers that had executed confidentiality agreements, including Lone Star, a letter setting forth the process for submitting preliminary proposals for an acquisition of Hillenbrand, instructing that such proposals be submitted by August 13, 2025. A copy of the confidential information memorandum accompanied each letter.

During late July 2025 and early August 2025, members of Hillenbrand’s management also provided management presentations in person or by video teleconference to each of 12 potential buyers, including Lone Star.

On August 13, 2025, articles were published in the financial press and elsewhere stating that Hillenbrand was exploring strategic options, including a potential sale.

Between August 13, 2025 and August 14, 2025, Hillenbrand received written preliminary non-binding proposals for an acquisition of Hillenbrand from Lone Star and three other financial sponsors: “Bidder A,” “Bidder B” and “Bidder C.” Lone Star proposed a per-share acquisition price of $34. Bidder A’s proposal included a range of potential per-share acquisition prices from $28 to $32. Bidder B proposed a per-share acquisition price of $32.50. Bidder C’s proposal included a range of potential per-share acquisition prices from

$23 to $26. Hillenbrand also received an oral indication of interest from a financial sponsor that contemplated a per-share acquisition price of $25.

On August 14, 2025, the Board of Directors met, with representatives of Evercore and Skadden present, to discuss the status of the process involving potential buyers and the preliminary proposals received from Lone Star and other potential buyers. At the meeting, a representative of Skadden reviewed with the directors their fiduciary duties, among other matters. Members of Hillenbrand’s management updated the Board of Directors on developments in connection with Hillenbrand’s ongoing process of engaging with potential buyers and potential next steps with the Evercore team should the Board of Directors desire to continue with the process. Representatives of Evercore reviewed the number of potential buyers contacted, the number of potential buyers that entered into confidentiality agreements, preliminary feedback from potential buyers, areas of focus for due diligence identified by potential buyers and an illustrative timeline should the Board of Directors determine to continue with the process. The preliminary feedback from potential buyers included concerns regarding uncertainty around the plastics investment cycle for, and shifting regional dynamics of the market in, Hillenbrand’s performance materials business; risk to management’s projection of adjusted EBITDA for fiscal year 2026; the margin impact of volume declines in fiscal year 2026 across Hillenbrand’s performance materials and food, health & nutrition businesses; share loss, and the outlook for return to growth and ability to achieve historical margin performance, in Hillenbrand’s molding technology solutions business; and the ability of Hillenbrand to execute and deliver on management’s strategic plan. Potential buyers also expressed recognition that the plastics cycle was at a cyclical downturn and should recover and indicated appreciation for Hillenbrand’s leading global products, Hillenbrand’s transformation into a pure-play industrial process equipment company over the last several years, the leading and less cyclical platform provided by Hillenbrand’s food, health & nutrition business, and the additional M&A opportunities across Hillenbrand’s platforms and key businesses. Representatives of Evercore reviewed a preliminary financial analysis of Hillenbrand on a standalone basis and of Lone Star’s proposal based on the Financial Projections. Evercore preliminarily assumed, for purposes of calculating terminal year free cash flow and terminal value, a terminal year adjusted EBITDA margin equal to the adjusted EBITDA margin for fiscal year 2030 reflected in the Financial Projections. The Board of Directors also discussed the articles published in the financial press and elsewhere on August 13, 2025, and their impact on trading of Hillenbrand common stock and Hillenbrand’s operations. Following discussion, the Board of Directors directed representatives of Evercore to invite Lone Star, Bidder A and Bidder B to continue in the process, to allow each of them to conduct a detailed due diligence review of Hillenbrand and to invite each of them to submit a formal proposal for the acquisition of Hillenbrand. Based on their offer price and other factors, the Board of Directors determined not to engage further with Bidder C and the bidder that had provided an oral indication of interest.

On August 15, 2025, after being contacted by representatives of Evercore about continuing in the process, Bidder A confirmed its proposed per-share acquisition price was $32, and Bidder B declined to participate due to competing priorities.

Beginning on August 16, 2025, representatives of Lone Star and its advisors conducted due diligence on Hillenbrand, including a review of materials in an electronic data room, conference calls with members of Hillenbrand’s management, site visits and submission of written questions. Bidder A and its representatives were also given access to the electronic data room and began to conduct due diligence on Hillenbrand.

On August 18, 2025, representatives of Evercore sent Lone Star and Bidder A a letter setting forth the process to submit formal proposals for a potential acquisition of Hillenbrand by September 19, 2025.

On August 22, 2025, Hillenbrand posted a draft merger agreement to the electronic data room.

On August 27, 2025, the Board of Directors met, with representatives of Evercore and representatives of Skadden present. Members of Hillenbrand’s management and representatives of Evercore provided an update on the status of the ongoing due diligence and discussions with Lone Star and Bidder A, as well as the timeline and process for reviewing formal acquisition proposals.

On September 4, 2025, representatives of Evercore informed Lone Star and Bidder A that the date for submitting formal proposals for a potential acquisition of Hillenbrand had been extended by Hillenbrand to September 29, 2025 to allow interested parties additional time to complete due diligence.

On September 9, 2025, Hillenbrand received a letter addressed to the chief executive officer of Hillenbrand from the investment committee of a family office serving certain descendants of Hillenbrand’s founder and their family members, none of which persons is known by Hillenbrand to be an officer or director of Hillenbrand, describing the family office as a long-term shareholder of Hillenbrand. The letter noted the recent reports that Hillenbrand was exploring strategic options, including a potential sale of the company. The letter expressed a desire that Hillenbrand not pursue a sale, but instead strengthen its balance sheet, make changes to its management and the Board of Directors, optimize its operations and divest non-core assets. The letter stated that, if Hillenbrand were to pursue a sale, a transaction in which long-term shareholders were given the opportunity to roll over their Hillenbrand common stock and maintain their investment in Hillenbrand would be preferred.

On September 11, 2025, Hillenbrand received a letter addressed to the Board of Directors from a person who claimed to be writing on behalf of a different group of shareholders, described in the letter as members of Hillenbrand’s founding family (and none of which shareholders is known by Hillenbrand to be an officer or director of Hillenbrand), who owned 3% to 4% of Hillenbrand’s outstanding common stock. The letter expressed support for a sale of Hillenbrand, but only if Hillenbrand shareholders were given the opportunity to roll over their Hillenbrand common stock and maintain their investment in Hillenbrand in connection with the sale. The letter stated that, if Hillenbrand shareholders were not given such an opportunity, the shareholders on whose behalf the letter was submitted would pursue any and all legal and other remedies.

On September 22, 2025, Kirkland & Ellis LLP (which we refer to in this proxy statement as “Kirkland”), Lone Star’s legal counsel, provided to Skadden Lone Star’s comments on the draft merger agreement.

On September 25, 2025, Hillenbrand posted to the electronic data room a draft of the disclosure schedules relating to the draft merger agreement posted to the electronic data room on August 22, 2025.

On September 26, 2025, representatives of Skadden discussed with representatives of Kirkland Lone Star’s comments on the draft merger agreement.

On September 29, 2025, a representative of Evercore was informed by Bidder A that Bidder A would not submit a formal proposal to acquire Hillenbrand and had decided not to proceed further with its evaluation of a potential transaction with Hillenbrand.

On September 29, 2025, Lone Star submitted a formal, non-binding, proposal to acquire Hillenbrand at a price of $31 per share, which formal proposal noted that the decrease in price from Lone Star’s August 13 bid was due to additional information received during due diligence. Lone Star’s formal proposal stated that its terms and conditions were as set forth in Lone Star’s September 22 comments on the draft merger agreement, which included a provision that prohibited Hillenbrand from paying any dividends during the interim period between signing and closing. Lone Star’s proposal also included initial drafts of the equity commitment letter and limited guarantee contemplated by the draft merger agreement and documents related to the debt financing of its proposed acquisition of Hillenbrand.

On October 2, 2025, the Board of Directors met by video teleconference, with representatives of Evercore and Skadden present, to discuss Lone Star’s proposal. At the meeting, a representative of Skadden reviewed with the directors their fiduciary duties, among other matters. Members of Hillenbrand’s management provided an update on Hillenbrand’s business, operations and performance during the prior quarter and perspective on current and future risks and opportunities for Hillenbrand. Representatives of Evercore reviewed the process undertaken with potential buyers, including the perspectives of Lone Star and other potential buyers on the valuation of Hillenbrand and the general feedback from potential buyers that had declined to proceed further in the process without having submitted a formal acquisition proposal. The Board of Directors discussed, with members of Hillenbrand’s management and representatives of Evercore, the Financial Projections and the risks and uncertainties to which the Financial Projections were subject. Representatives of Evercore reviewed a preliminary financial analysis of Hillenbrand on a standalone basis and of Lone Star’s proposal based on the Financial Projections. Evercore preliminarily assumed, for purposes of calculating terminal year free cash flow and terminal value, two different scenarios. The first scenario assumed the terminal year adjusted EBITDA margin used by Evercore to date in its preliminary financial analyses, which was the adjusted EBITDA margin of 21.1% for fiscal year 2030 that was reflected in the Financial Projections (in which fiscal year 2030 was the peak year). The second scenario assumed a terminal year cycle average adjusted EBITDA margin of 18.0% based on Evercore’s calculation of the average historical and projected adjusted EBITDA margins for Hillenbrand’s four businesses for fiscal years 2016 (or later year, depending on the date of Hillenbrand’s acquisition of the relevant business) through fiscal year 2030, based on Hillenbrand’s historical financial statements and the Financial

Projections. The Board of Directors discussed with members of Hillenbrand’s management and representatives of Evercore the cyclical nature of Hillenbrand’s business, the importance of management determining the appropriate through-the-cycle operating assumptions, including adjusted EBITDA margin, for a cyclical company like Hillenbrand, Hillenbrand’s expected financial performance through the business cycle and related impacts on Hillenbrand’s valuation. A representative of Skadden reviewed with the Board of Directors Lone Star’s comments to the draft merger agreement and potential responses thereto. Representatives of Evercore then reviewed potential next steps with respect to Lone Star’s proposal. Following discussion, the Board of Directors determined to reject Lone Star’s proposal and directed representatives of Evercore to engage further with Lone Star to seek an improved proposal with a higher per share acquisition price and that would allow Hillenbrand to continue to pay regular quarterly cash dividends during the interim period between signing and closing.

On October 3, 2025, representatives of Evercore contacted Lone Star to seek an improved proposal. From October 3, 2025 to October 6, 2025, representatives of Evercore and members of Hillenbrand’s management engaged in discussions with representatives of Lone Star regarding the financial terms of Lone Star’s proposal.

On October 6, 2025, Lone Star indicated that it was prepared to increase its proposed acquisition price to $32 per share, subject to Hillenbrand’s not being permitted to pay any dividends during the interim period between signing and closing.

On October 7, 2025, the Mergers and Acquisitions Committee of the Board of Directors, with representatives of Skadden present, met by video teleconference. A member of Hillenbrand’s management updated the committee on discussions with Evercore regarding its preliminary financial analysis of Hillenbrand on a standalone basis and of Lone Star’s proposal and considerations related to the impact of assumptions regarding terminal year financial forecasts on Evercore’s discounted cash flow analysis and related assessment of the fairness of Lone Star’s proposal. Members of Hillenbrand’s management then discussed with the committee considerations relating to management’s view of the appropriate operating assumptions, including terminal year adjusted EBITDA margin, to be used in calculating terminal year cash flow and terminal value.

On October 7, 2025, the Board of Directors, with representatives of Evercore and Skadden present, met to discuss Lone Star’s October 6 proposal. Members of Hillenbrand’s management provided the Board of Directors with an update on discussions with Lone Star. Representatives of Skadden reviewed with the Board of Directors considerations relating to the terminal year operating assumptions that might be included in management’s financial forecasts. The Board of Directors and members of Hillenbrand’s management discussed the rationale, logic and appropriateness of management’s financial forecasts including a terminal year adjusted EBITDA margin based on a mid-cycle adjusted EBITDA margin, rather than a terminal year adjusted EBITDA margin based on a peak year. Representatives of Evercore reviewed a preliminary financial analysis of Hillenbrand on a standalone basis and of Lone Star’s revised proposal based on the Financial Projections. Evercore’s preliminary discounted cash flow analysis preliminarily assumed, for purposes of calculating terminal year free cash flow and terminal value, two different scenarios. The first discounted cash flow analysis assumed the 21.1% terminal year adjusted EBITDA margin that was reflected in the Financial Projections for fiscal year 2030, which analysis resulted in a preliminary implied value range of $32.67 to $60.60. The second discounted cash flow analysis assumed an 18.0% terminal year adjusted EBITDA margin based on Evercore’s calculation of the average historical and projected adjusted EBITDA margins for Hillenbrand’s four businesses for fiscal years 2016 (or later year, depending on the date of Hillenbrand’s acquisition of the relevant business) through fiscal year 2030, based on Hillenbrand’s historical financial statements and the Financial Projections, which analysis resulted in a preliminary implied value range of $27.09 to $50.65. A representative of Evercore reviewed considerations related to the importance of management determining the appropriate through-the-cycle operating assumptions, including adjusted EBITDA margin, for a cyclical company like Hillenbrand. The Board of Directors asked the representatives of Evercore whether, if Evercore’s financial analysis of Hillenbrand on a standalone basis and of Lone Star’s October 6 proposal were to be based on the Financial Projections and the 21.1% terminal year adjusted EBITDA margin that was reflected in the Financial Projections for fiscal year 2030, Evercore would be able to render an opinion that Lone Star’s proposed price of $32 per share was fair to Hillenbrand shareholders from a financial point of view. A representative of Evercore responded that, based on its preliminary financial analyses, Evercore anticipated that it would not be able to render such an opinion. The Board of Directors and members of Hillenbrand’s management then discussed the terminal year adjusted EBITDA margin to be included in management’s financial forecasts and related considerations. Following discussion, the Board of Directors

instructed Hillenbrand’s management to ask Lone Star to improve the terms of its proposal by increasing the acquisition price to $32.70 per share and allowing Hillenbrand to continue to pay regular quarterly cash dividends during the interim period between signing and closing.

Later on October 7, 2025, Hillenbrand’s senior vice president corporate development contacted Lone Star to negotiate an increase in the per-share acquisition price to $32.70 and terms permitting Hillenbrand to continue to pay regular quarterly cash dividends. Representatives of Lone Star informed Hillenbrand’s senior vice president corporate development that Lone Star would agree to permit Hillenbrand to pay one dividend in the interim period between signing and closing and that Lone Star’s offer of $32 per share with one interim-period dividend was its best and final offer.

On October 8, 2025, the Board of Directors, with representatives of Evercore and Skadden present, met by video teleconference to discuss Lone Star’s proposal. Members of Hillenbrand’s management provided the Board of Directors with an update on discussions with Lone Star. A representative of Evercore reviewed the significance of management’s terminal year operating assumptions, including terminal year adjusted EBITDA margin, in financial analyses and related considerations for companies, like Hillenbrand, that have a cyclical business. The Evercore representative stated that it was appropriate for companies with a cyclical business to consider the impact of cyclicality in preparing management’s terminal year operating assumptions, including terminal year adjusted EBITDA margin, to be included in management’s financial forecasts. The Board of Directors discussed the rationale for, and appropriateness of, different assumptions regarding the terminal year adjusted EBITDA margin; the process the Board of Directors had undertaken to review and approve Hillenbrand’s strategic plan and related financial forecasts; and the assumptions, sensitivities, risks and uncertainties in Hillenbrand’s strategic plan and related financial forecasts and reflected in the Financial Projections. Members of Hillenbrand’s management then presented to the Board of Directors the view of Hillenbrand’s management on an appropriate mid-cycle adjusted EBITDA margin for Hillenbrand. During the presentation, management of Hillenbrand’s different business units presented their estimates of an appropriate mid-cycle adjusted EBITDA margin for their respective businesses and the methodology used to prepare such estimates. The Board of Directors then discussed and considered the appropriate terminal year adjusted EBITDA margin to be included in management financial forecasts, taking into account the cyclicality of Hillenbrand’s business. The Board of Directors directed that the management financial forecasts include a terminal year that reflected a mid-cycle adjusted EBITDA margin of 18.5%, as presented by members of Hillenbrand’s management to the Board of Directors, which the Board of Directors believed would be appropriate for use in determining terminal value in financial analyses of Hillenbrand based on the Financial Projections in light of the cyclicality of Hillenbrand’s business. The Board of Directors also determined that Hillenbrand should continue negotiations with Lone Star to finalize the terms of an acquisition of Hillenbrand at an acquisition price of $32 per share with Hillenbrand retaining the ability to pay one dividend during the interim period between signing and closing.

Later on October 8, 2025, a representative of Hillenbrand informed Lone Star that Hillenbrand was prepared to move forward with negotiation of a transaction at an acquisition price of $32 per share with Hillenbrand retaining the ability to pay one dividend in the interim period between signing and closing.

On October 9, 2025, Lone Star confirmed its willingness to move forward on that basis.

Later on October 9, 2025, Skadden provided Kirkland a revised draft of the merger agreement and comments on Lone Star’s financing-related documents. From October 10, 2025 through the late afternoon of October 14, 2025, Skadden, in consultation with members of Hillenbrand’s management, and Kirkland negotiated terms of the proposed merger agreement, disclosure schedules, equity commitment letter and limited guarantee and the related debt financing documents.

On October 12, 2025, Evercore delivered to Hillenbrand information with respect to Evercore’s relationships with Hillenbrand and Lone Star Funds, which information was then made available to the Board of Directors.

On October 13, 2025, the Board of Directors met by video teleconference, with representatives of Evercore and Skadden present. Members of Hillenbrand’s management and representatives of Skadden provided an update on the negotiations with Lone Star. A representative of Skadden reviewed with Hillenbrand’s directors their fiduciary duties and the terms and conditions of the proposed merger agreement with Lone Star and the related financing documents.

On the evening of October 14, 2025, the Board of Directors met by video teleconference, with representatives of Evercore and Skadden present. Representatives of Skadden and members of Hillenbrand’s

management provided the Board of Directors with an update on the negotiations with Lone Star. Representatives of Evercore then reviewed with the Board of Directors Evercore’s financial analysis of Hillenbrand and the Merger Consideration based on the Financial Projections and a terminal year EBITDA margin of 18.5%. Representatives of Evercore then delivered to the Board of Directors Evercore’s opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $32.00 per share to be received by the holders of shares of Hillenbrand common stock in the Merger was fair, from a financial point of view, to such holders. Following discussion, the Board of Directors, by unanimous vote of the directors, determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were fair to and in the best interests of Hillenbrand and its shareholders, adopted the Merger Agreement and declared advisable the Merger and the other transactions contemplated by the Merger Agreement, resolved to recommend that Hillenbrand shareholders approve the Merger Agreement and directed that the Merger Agreement be submitted to Hillenbrand shareholders for their approval.

Subsequently, during the evening of October 14, 2025, Hillenbrand, Parent and Merger Sub executed the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee and related documents. On the morning of October 15, 2025, Hillenbrand and Lone Star publicly announced the transaction prior to the opening of trading on the New York Stock Exchange.

On October 15, 2025, the author of the September 11 letter to the Board of Directors contacted representatives of Lone Star seeking to discuss a potential rollover of the Hillenbrand common stock of the shareholders on whose behalf the author claimed to have written the letter. On October 16, 2025, Lone Star requested Hillenbrand’s consent for Lone Star to have discussions with such shareholders with respect to the October 15 outreach. On October 17, 2025, Hillenbrand consented to Lone Star having such discussions with those shareholders, provided that Hillenbrand’s consent would be required prior to Lone Star’s entering into any binding arrangements. As of the date of this proxy statement, to the knowledge of Hillenbrand, there is no agreement, arrangement or understanding between those shareholders and Lone Star regarding a potential rollover of Hillenbrand common stock, but additional discussions between those shareholders and Lone Star may happen in the future.

On October 14, 2025, the Board of Directors unanimously (a) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Hillenbrand and its shareholders; (b) adopted the Merger Agreement and declared advisable the transactions contemplated by the Merger Agreement; (c) resolved to recommend that Hillenbrand shareholders approve the Merger Agreement; and (d) directed that the Merger Agreement be submitted to Hillenbrand shareholders for their approval.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

In evaluating the transactions contemplated by the Merger Agreement, the Board of Directors consulted with Hillenbrand management and Hillenbrand’s legal and financial advisors and, in arriving at its determination that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Hillenbrand and its shareholders and reaching its decision to adopt the Merger Agreement and declare advisable the transactions contemplated by the Merger Agreement, to recommend that Hillenbrand shareholders approve the Merger Agreement and to direct that the Merger Agreement be submitted to Hillenbrand shareholders for their approval, the Board of Directors considered a number of factors, including the following material factors (not necessarily in order of relative importance) that the Board of Directors viewed as supporting its determinations and decision:

The Board of Directors also considered a variety of risks and other potential negative factors in its consideration of the Merger Agreement and the Merger, including the following:

The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but summarizes the material factors considered by the Board of Directors. In light of the variety of factors considered in connection with its evaluation of the Merger Agreement and the Merger, the Board of Directors did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Individual directors may have given differing weights to different factors.

Hillenbrand retained Evercore to act as its financial advisor in connection with the Board of Directors’ evaluation of strategic and financial alternatives, including the Merger. As part of this engagement, Hillenbrand requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Hillenbrand common stock. At a meeting of the Board of Directors held on October 14, 2025, Evercore rendered to the Board of Directors its opinion to the effect that, as of October 14, 2025, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $32.00 per share to be received by the holders of Hillenbrand common stock in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated October 14, 2025, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Hillenbrand encourages you to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board of Directors (in its capacity as such) in connection with its evaluation of the Merger. The opinion does not constitute a recommendation to the Board of Directors or to any other persons in respect of the Merger, including as to how any holder of shares of Hillenbrand common stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative

merits of the Merger as compared to other business or financial strategies that might be available to Hillenbrand, nor does it address the underlying business decision of Hillenbrand to engage in the Merger. The following summary is qualified in its entirety by reference to the full text of Evercore’s opinion.

In connection with rendering its opinion, Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of Hillenbrand that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed with Hillenbrand’s consent that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Hillenbrand as to the future financial performance of Hillenbrand and the other matters covered thereby. Evercore expressed no view as to the Forecasts or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to Evercore’s analysis, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to Evercore’s analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Hillenbrand or the consummation of the Merger or reduce the contemplated benefits to the holders of Hillenbrand common stock of the Merger.

Evercore did not conduct a physical inspection of the properties or facilities of Hillenbrand and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Hillenbrand, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Hillenbrand under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Developments subsequent to Evercore’s opinion may affect its opinion and Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Hillenbrand common stock, from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Hillenbrand, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Hillenbrand, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Hillenbrand, nor did it address the underlying business decision of Hillenbrand to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Board of Directors or to any other persons in respect of the Merger, including as to how any holder of shares of Hillenbrand common stock should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which shares of Hillenbrand common stock would trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Hillenbrand or the Merger or as to the impact of the Merger on the solvency or viability of Hillenbrand or the ability of Hillenbrand to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Hillenbrand and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board of Directors on October 14, 2025, in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before October 10, 2025, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Hillenbrand. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, you should read the tables together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed a discounted cash flow analysis of Hillenbrand to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that Hillenbrand was forecasted to generate during Hillenbrand’s fiscal years 2026 through 2030 based on the Forecasts. Evercore calculated terminal values for Hillenbrand by applying perpetuity growth rates of 2.0% to 4.0%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that Hillenbrand was forecasted to generate based on the Forecasts, which assumed a terminal adjusted EBITDA margin of 18.5%. The cash flows and terminal values in each case were then discounted to

present value as of September 30, 2025, using discount rates ranging from 10.5% to 12.5%, which were based on an estimate of Hillenbrand’s weighted average cost of capital and the mid-year cash flow discounting convention. Based on the range of implied enterprise values, Hillenbrand’s estimated net debt (calculated as total debt less cash and cash equivalents (excluding restricted cash)), after-tax unfunded pension liability, and non-controlling interests as of September 30, 2025 (“Net Debt & Other”), the present value of tax savings from Hillenbrand’s estimated usage of aggregate federal net operating losses provided by Hillenbrand’s management, and the number of fully diluted shares of Hillenbrand common stock, in each case as provided by Hillenbrand’s management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $28.55 to $53.20, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

Evercore reviewed certain financial information of Hillenbrand and compared such financial information to corresponding financial multiples and ratios for the following selected publicly traded companies in the process equipment industry (the “Selected Public Process Equipment Companies”):

Evercore also reviewed certain financial multiples and ratios of Hillenbrand and compared them to corresponding financial multiples and ratios for the following selected publicly traded industrial companies with financial characteristics comparable to those of Hillenbrand (the “Selected Public Financial Characteristics Companies” and, together with the Selected Public Process Equipment Companies, the “Selected Companies”):

For each of the Selected Companies, Evercore calculated total enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, plus after-tax unfunded pension liabilities and other post-employment benefit obligations, less investments in affiliates, less cash and cash equivalents (“TEV”)) as a multiple of estimated next-twelve-months earnings before interest, taxes, depreciation and amortization but burdened with stock-based compensation expense (“NTM Adjusted EBITDA,” and such multiple, “TEV / NTM Adjusted EBITDA”) based on closing share prices as of October 10, 2025. Estimated financial data of the Selected Companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the Selected Companies and based on its professional judgment and experience, Evercore applied a TEV / NTM Adjusted EBITDA multiple reference range of 8.5x to 11.5x to Hillenbrand’s fiscal year 2026 Adjusted EBITDA based on the Forecasts. Based on this range of implied TEVs and Hillenbrand’s Net Debt & Other and the number of fully diluted shares of Hillenbrand common stock as of October 10, 2025, in each case as provided by Hillenbrand’s management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $25.85 to $42.15, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

Although none of the Selected Companies is directly comparable to Hillenbrand, Evercore selected these companies because they are publicly traded process equipment companies or publicly traded industrial companies with financial characteristics comparable to those of Hillenbrand that Evercore, in its professional judgment and experience, considered generally relevant to Hillenbrand for purposes of Evercore’s financial analyses. In evaluating the Selected Companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the Selected Companies and other matters, as well as differences in the Selected Companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the Selected Companies and the multiples derived from the Selected Companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Companies.

Evercore reviewed financial information related to selected transactions involving target companies in the industrial capital goods industry announced since 2012 (the “Selected Transactions”). The Selected Transactions, and the month and year each was announced, were as follows:

For each selected transaction, Evercore calculated the implied TEV as a multiple of last twelve-month adjusted EBITDA for the target company at the time of the announcement of the applicable transaction (“LTM Adjusted EBITDA”) or as a multiple of the adjusted EBITDA figures that were either publicly available, obtained from the acquirer’s investor presentation from the applicable transaction, or otherwise best reflected the recent earnings performance of the target company. Estimated financial data of the Selected Transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Based on the multiples it derived from the Selected Transactions and based on its professional judgment and experience, Evercore selected a reference range of TEV to LTM Adjusted EBITDA multiples of 10.0x to 12.0x and applied this range of multiples to Hillenbrand’s fiscal year 2025 adjusted EBITDA, based on the financial results provided by Hillenbrand’s management. Based on the resulting range of implied TEVs, Hillenbrand’s Net Debt & Other, and the number of fully diluted shares of Hillenbrand common stock as of October 10, 2025, in each case as provided by Hillenbrand’s management, this analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $29.10 to $39.00, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Hillenbrand, and none of the Selected Transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Hillenbrand for purposes of its financial analyses. In evaluating the Selected Transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the Selected Transactions and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the Selected Transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the Selected Transactions and the multiples derived from the Selected Transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Transactions.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore performed a reference discounted cash flow analysis of Hillenbrand which was substantially similar to the financial analysis described above under “Discounted Cash Flow Analysis” except for the use of a version of the Forecasts sensitized to assume an illustrative cycle peak terminal adjusted EBITDA margin of 21%. This analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $33.35 to $61.80, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

Evercore reviewed historical trading prices of shares of Hillenbrand common stock during the twelve-month period ended October 10, 2025, noting that the low and high closing prices during such period ranged from $18.62 to $35.33 per share of Hillenbrand common stock, respectively.

Evercore reviewed selected public market trading price targets for the shares of Hillenbrand common stock prepared and published by three equity research analysts that were publicly available as of October 10, 2025, two full trading day prior to the delivery by Evercore of its opinion to the Board of Directors. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Hillenbrand common stock at the time the price target was published. As of October 10, 2025, the range of selected equity research analyst price targets per share of Hillenbrand common stock was $24.00 to $40.00. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Hillenbrand common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Hillenbrand and future general industry and market conditions.

Evercore performed an illustrative analysis of the implied present value of the future price per share of Hillenbrand common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of that company’s estimated NTM Adjusted EBITDA and its assumed future TEV / NTM Adjusted EBITDA multiple.

In calculating the implied present value of the future price per share of Hillenbrand common stock, Evercore first calculated the implied future price per share of Hillenbrand common stock by multiplying the estimated fiscal year 2028 adjusted EBITDA based on the Forecasts by an illustrative TEV / NTM Adjusted EBITDA multiple range of 7.5x to 9.5x, which was selected based on Evercore’s professional judgment and experience, to

derive an implied future TEV reference range for Hillenbrand as of September 30, 2027. Based on this range of implied TEVs, Hillenbrand’s estimated Net Debt & Other, and the number of fully diluted shares of Hillenbrand common stock as of September 30, 2027, based on the Forecasts, Evercore calculated a reference range of implied future equity values for Hillenbrand. Evercore then discounted the implied share price back to October 10, 2025, using discount rates ranging from 13.0% to 15.0%, which were based on an estimate of Hillenbrand’s cost of equity. This analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $33.35 to $46.95, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

Using publicly available information, Evercore reviewed 168 transactions and announced bids for control of U.S. public targets with an aggregate transaction value between $2 billion and $6 billion announced from October 10, 2020 through October 10, 2025. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day prior to announcement of each transaction.

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 20.0% to 40.0% to the closing price per share of Hillenbrand common stock of $23.43 as of August 12, 2025 (the last full trading day prior to the publication of media reports that discussed a rumored potential sale of Hillenbrand). This analysis indicated a range of implied equity values per share of Hillenbrand common stock, rounded to the nearest $0.05, of $28.10 to $32.80, compared to the Merger Consideration of $32.00 per share of Hillenbrand common stock.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board of Directors. In connection with the review of the Merger by the Board of Directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary provided above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Hillenbrand common stock. Rounding may result in total sums set forth in this section of this proxy statement not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board of Directors as to the fairness, from a financial point of view, of the Merger Consideration to the holders of shares of Hillenbrand common stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board of Directors (in its capacity as such) in connection with its evaluation of the Merger. The issuance of Evercore’s opinion was approved by an opinion committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board of Directors or Hillenbrand’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Hillenbrand common stock.

Pursuant to the terms of Evercore’s engagement letter with Hillenbrand, Hillenbrand has agreed to pay Evercore a fee for its services in the amount of approximately $32 million, of which $2 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. Hillenbrand has agreed to pay Evercore a portion of any termination fee received by Hillenbrand pursuant to the agreements in respect of the Merger if the Merger is not consummated. Hillenbrand has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Hillenbrand and received fees for the rendering of these services in the amount of approximately $8 million. During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Lone Star Global Acquisitions, Ltd., an entity affiliated with Lone Star (“LS Global Acquisitions”), and certain of its affiliates and portfolio companies and received fees for the rendering of these services in the amount of approximately $7 million. Evercore and/or its affiliates are also having active discussions with LS Global Acquisitions and/or its affiliates to provide investment banking advisory, capital markets or underwriting services unrelated to its engagement with Hillenbrand for the Merger for which Evercore would expect to receive customary fees if Evercore is engaged and the transactions are consummated. Evercore may provide financial advisory or other services to Hillenbrand and LS Global Acquisitions and certain of their respective affiliates and portfolio companies in the future, and, in connection with any such services, Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Hillenbrand, Lone Star, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Hillenbrand or Lone Star.

Hillenbrand engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Other than annual and quarterly guidance, Hillenbrand does not, as a matter of course, publicly disclose projections as to future revenues, earnings or other results given, among other reasons, the inherent difficulty of predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. In the ordinary course of business, however, Hillenbrand management prepares a long-term strategic plan that reflects Hillenbrand management’s financial and business outlook for Hillenbrand, which is updated annually and reviewed with the Board of Directors. As part of that ordinary-course strategic planning process, Hillenbrand’s management in June 2025 prepared, and the Board of Directors approved, certain limited unaudited prospective financial information with respect to Hillenbrand on a standalone basis without giving effect to the Merger. We refer in this proxy statement to this prospective financial information, as updated by Hillenbrand’s management in July 2025 based on actual results for Hillenbrand’s fiscal quarter ended June 30, 2025 and adjustments to the near-term outlook in light of then-current market conditions, as the Financial Projections.

Hillenbrand is including in this proxy statement a summary of the Financial Projections solely because the Financial Projections were reviewed by the Board of Directors in connection with its consideration and evaluation of the Merger; provided to and approved by the Board of Directors for use by Evercore, Hillenbrand’s financial advisor, in connection with its financial analyses and opinion described in this proxy statement in the section entitled “—Opinion of Hillenbrand’s Financial Advisor”; and provided to Parent and Merger Sub in connection with their due diligence review of a potential transaction involving Hillenbrand.

The Financial Projections were prepared treating Hillenbrand on a standalone basis, without giving effect to the Merger, including any impact of the negotiation or execution of the Merger, the expenses that may be incurred in connection with the Merger or the consummation thereof, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the Merger, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The inclusion in this proxy statement of a summary of the Financial Projections does not constitute an admission or representation by Hillenbrand or its affiliates, officers, directors, advisors or other representatives or any other person that the information is material and should not be regarded as an indication that Hillenbrand or its affiliates, officers, directors, advisors or other representatives or any other recipient of the Financial Projections or any summary thereof considered, or now considers, the Financial Projections or any such summary to be an assurance of the achievement of future results or necessarily predictive of actual future results, and the Financial Projections (and any summary thereof) should not be relied on as such. This information is not fact and should not be relied upon as necessarily predictive of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Financial Projections.

The Financial Projections and the assumptions upon which the Financial Projections were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of Hillenbrand’s industries served and based on actual experience and business developments. The Financial Projections, while presented with numerical specificity, reflect numerous assumptions with respect to Hillenbrand’s performance, industry performance, general business, economic, regulatory, market and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond Hillenbrand’s control. The Financial Projections constitute forward-looking statements and are subject to a wide variety of significant risks and uncertainties that could cause the Financial Projections, the underlying assumptions and actual results to differ materially from the Financial Projections, including those described in the section of this proxy statement titled “Forward-Looking Statements.” As a result, there can be no assurance that the Financial Projections will be realized or that actual results will not be significantly higher or lower than projected, and the Financial Projections cannot be considered a guarantee of future operating results and should not be relied upon as such. The Financial Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. The Financial Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Financial Projections may have changed since the date the Financial Projections were prepared. The propensity of economic and business environments to change quickly contributes significantly to the high level of uncertainty as to whether the results portrayed in the Financial Projections will be achieved.

In addition, the Financial Projections have not been updated or revised to reflect information or results after the date the Financial Projections were prepared. None of Hillenbrand, Lone Star or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Financial Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be no longer appropriate (except, in the case of Hillenbrand, as required under applicable law). Readers of this proxy statement should take these considerations into account in reviewing the summary of the Financial Projections, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the Special Meeting will be held more than five months after the Financial Projections were prepared, as well as the uncertainties inherent in any forecasting assumptions and information, readers of this proxy statement are cautioned not to place unwarranted reliance on the summary of the Financial Projections set forth below. The summary of the Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Hillenbrand’s public filings with the SEC. Hillenbrand urges all of its shareholders to review its most recent SEC filings for a description of its reported financial results. Please see the section of this proxy statement titled “Where You Can Find More Information” for additional information.

The Financial Projections were not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with United States generally accepted accounting principles (which we refer to as “GAAP”), published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

The Financial Projections included in this proxy statement have been prepared by, and are the responsibility of, Hillenbrand’s management. Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Financial Projections or the summary thereof included in this proxy statement and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The reports of Ernst & Young LLP incorporated by reference in this proxy statement relate to Hillenbrand’s previously issued financial statements and to Hillenbrand’s internal control over financial reporting as of September 30, 2024. Those reports do not extend to the Financial Projections and should not be read to do so.

The Financial Projections contain certain non-GAAP financial measures that Hillenbrand believes are helpful in understanding its past financial performance and future results. Hillenbrand management regularly uses a variety of non-GAAP financial measures, which are not calculated and presented in accordance with GAAP, for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures calculated and presented in accordance with GAAP. While Hillenbrand believes that these non-GAAP financial measures provide meaningful information to help investors understand Hillenbrand’s operating results and to analyze Hillenbrand’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not calculated and presented in accordance with GAAP, are not reported by all of Hillenbrand’s competitors and may not be directly comparable to similarly titled measures of Hillenbrand’s competitors given potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to a financial measure calculated and presented in accordance with GAAP do not apply to non-GAAP financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Merger and included in a document such as this proxy statement. Reconciliations of non-GAAP financial measures were not provided to and were not relied upon by the Board of Directors or Evercore. Accordingly, Hillenbrand has not provided reconciliations of the non-GAAP financial measures included in the summary of the Financial Projections to comparable financial measures calculated and presented in accordance with GAAP.

None of Hillenbrand or its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Hillenbrand shareholder or to Lone Star, Parent or Merger Sub concerning the Financial Projections or regarding Hillenbrand’s ultimate performance compared to the information contained in the Financial Projections or that the projected results will be achieved.

The following summary of the Financial Projections sets forth the net revenue, adjusted EBITDA, adjusted EBITDA margin and unlevered free cash flow of Hillenbrand reflected in the Financial Projections for the fiscal years indicated, with dollars in millions:

For purposes of its preliminary discounted cash flow analysis following receipt of Lone Star’s proposal in June 2025, Evercore initially used a cycle-peak terminal adjusted EBITDA margin equal to the fiscal year 2030 projected adjusted EBITDA margin of 21.1% included in the Financial Projections as the basis for terminal year unlevered free cash flow ($448 million). On October 8, 2025, the Board of Directors directed Evercore to use a mid-cycle terminal adjusted EBITDA margin of 18.5% as the basis for the terminal year unlevered free cash flow ($387 million) in Evercore’s discounted cash flow analysis.

Hillenbrand provided the following information to Evercore for Evercore’s selected public company trading analysis and/or discounted cash flow analysis: total debt as of September 30, 2025 of $1,534 million (representing gross debt and including $2.4 million of finance leases); cash and cash equivalents (excluding restricted cash) of $165 million as of September 30, 2025; after-tax unfunded pension liability of $59 million as of September 30, 2025; non-controlling interests of $38 million; and $1 million as the present value of tax savings from Hillenbrand’s estimated usage of aggregate federal net operating losses. Hillenbrand’s management also provided to Evercore for use in its selected public company trading analysis and discounted cash flow analysis the number of fully-diluted shares of Hillenbrand common stock outstanding (approximately 72 million) as of October 10, 2025. For use in Evercore’s illustrative analysis of the implied present value of the future price per share of Hillenbrand common stock, Hillenbrand’s management provided Evercore with 72.1 million as the projected number of fully diluted shares of Hillenbrand common stock outstanding as of September 30, 2027.

In considering the recommendation of the Board of Directors that Hillenbrand shareholders vote in favor of the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, Hillenbrand shareholders should be aware that the executive officers and directors of Hillenbrand have certain interests in the Merger that are or may be different from, or in addition to, the interests of Hillenbrand shareholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in adopting the Merger Agreement and approving the transactions contemplated by it, including the Merger, and in making its recommendation that Hillenbrand shareholders approve the Merger Agreement Proposal.

These interests are described in more detail below, and certain of them are quantified in the narrative below, including compensation that may become payable in connection with the Merger to Hillenbrand’s named executive officers (which is the subject of an advisory (nonbinding) vote of Hillenbrand shareholders). For more information, please see the section of this proxy statement titled “Proposal 2: The Compensation Proposal.” The dates used below to quantify these interests have been selected for illustrative purposes only in accordance with SEC rules and do not necessarily reflect the dates on which certain events will occur.

For purposes of this disclosure, Hillenbrand’s named executive officers are:

Mr. VanHimbergen’s employment with Hillenbrand terminated effective June 27, 2025. Mr. VanHimbergen will not receive any compensatory payments in connection with the Merger.

For purposes of this disclosure, Hillenbrand’s executive officers consist of its named executive officers and Tamara Morytko (Senior Vice President and Group President), Aneesha Arora (Senior Vice President and Chief Human Resources Officer), Bhavik N. Soni (Senior Vice President and Chief Information Officer) and Carole Phillips (Senior Vice President and Chief Procurement Officer).

At the Effective Time, each outstanding Company Option, each Company Restricted Stock Unit and each Company Performance-Based Restricted Stock Unit will vest in full and be cashed out based on the Merger Consideration, less any required tax withholding and, in the case of a Company Option, less the applicable per share exercise price, with the number of shares of Hillenbrand common stock subject to each Company Performance-Based Restricted Stock Unit determined by deeming the applicable performance goals to be achieved at the greater of the target level of performance and the actual level of performance measured through the date immediately prior to the Effective Time (as determined by the Board of Directors or a duly authorized committee or subcommittee thereof in good faith and in accordance with the applicable award agreements).

Company Options with a per share exercise price that is equal to or greater than the Merger Consideration will be canceled for no consideration upon the Effective Time.

Each restricted stock unit granted after October 14, 2025 (other than any such awards granted to a non-employee member of the Board of Directors) that is outstanding at the Effective Time will convert into a Restricted Cash Award with a value equal to the Merger Consideration per share of Hillenbrand common stock underlying the restricted stock unit. Each Restricted Cash Award will be subject to the same terms and conditions as those that applied to the restricted stock unit that was converted into such Restricted Cash Award. For each executive officer party to a change in control agreement, Restricted Cash Awards will continue to be subject to the terms of the executive’s change in control agreement applicable to equity awards. Executive change in control agreements are further described in the section titled “—Severance Agreements.” For each executive not party to a change in control agreement, Restricted Cash Awards will vest pro rata upon the executive’s termination of employment by Hillenbrand or any of its subsidiaries (or its or their successors) for any reason other than death, disability or for cause (as defined in the applicable award agreement) or by the executive for good reason (as defined in the applicable award agreement) at any time prior the final vesting date of the Restricted Cash Award.

For an estimate of the value of equity awards held by named executive officers that would vest or be canceled for consideration assuming that the Merger occurs on November 17, 2025 (i.e., excluding any additional awards that may be granted following such date), see “—Quantification of Payments and Benefits to Hillenbrand’s Named Executive Officers” below. We estimate that the aggregate value of equity awards held by Hillenbrand’s executive officers other than its named executive officers that would vest or be canceled for consideration assuming that the Merger occurs on November 17, 2025 (i.e., excluding any additional awards that may be granted following such date) is $5,925,604, calculated based on the Merger Consideration of $32.00 per share. We estimate that the aggregate value of unvested equity awards and vested but not settled equity awards that are held by all 10 non-employee directors of Hillenbrand that would vest and be settled assuming that the Merger occurs on November 17, 2025 (i.e., excluding any additional awards that may be granted following such date) is $11,854,592, calculated based on the Merger Consideration of $32.00 per share.

Effective as of October 14, 2025, the Board of Directors adopted resolutions amending the terms of the Hillenbrand Executive Matching Shares Program (which we refer to as the “Executive Matching Shares Program”) so that (i) no new participants will commence participation in the Executive Matching Shares Program after October 14, 2025, (ii) no adjustments may be made to the “Minimum Commitment” or “Maximum Commitment” (as defined in the Executive Matching Shares Program) amounts applicable to any participant for the acquisition period that includes October 14, 2025, (iii) except for any acquisition period in existence under the Executive Matching Shares Program on October 14, 2025, no acquisition period may be established or commenced on or after October 14, 2025, and no acquisition period is extended and (iv) the Executive Matching Shares Program will terminate in its entirety as of immediately prior to the Effective Time. All Company Restricted Stock Units for the acquisition period ending September 30, 2025 have been granted and, as a result, our executive officers will not receive any new restricted stock units under the Executive Matching Shares Program.

Effective as of October 14, 2025, the Board of Directors adopted resolutions amending the terms of the Hillenbrand Board of Directors’ Deferred Compensation Plan and the Hillenbrand Executive Deferred Compensation Program (which we refer to collectively as the “Deferred Compensation Plans”) so that no amounts deferred after October 14, 2025, may be deemed invested in shares of Hillenbrand common stock. While the terms of the Deferred Compensation Plans allow for a termination of the Deferred Compensation Plans and payout of deferred account balances in connection with a “change in control,” the treatment of the Deferred Compensation Plans in connection with the Merger has not yet been determined.

Hillenbrand is party to change in control agreements with each of its executive officers other than Mr. Soni, including its named executive officers, which provide certain severance benefits to the executive if the executive’s employment is terminated in connection with a change in control of Hillenbrand. The compensation

provided under these agreements is in lieu of severance compensation provided under an executive’s employment agreement with Hillenbrand and supersedes the treatment of equity awards in connection with a change in change in control of Hillenbrand under its equity incentive plans.

The change in control agreements provide for payment of benefits only upon a termination of employment (which we refer to as a “Qualified Termination”) in anticipation of or within two years after the occurrence of a change in control of Hillenbrand, but excluding terminations on account of death or disability or for “cause” or by the executive without good reason. Under the change in control agreements, the benefits to be provided upon a Qualified Termination include (i) a lump sum payment in cash equal to two times (three times for the Chief Executive Officer) the executive’s annual base salary and two times (three times for the Chief Executive Officer) the executive’s target opportunity under the Hillenbrand Short-Term Incentive Compensation Programs for Rotex, MTS Segment, Mold-Masters, DME, Corporate and Global Functions and APS Segment (which we refer to as the “STIC”) or the Hillenbrand Third Amended and Restated Short-Term Incentive Compensation Plan for Key Executives (which we refer to as the “Key Executive STIC”), as applicable; (ii) continued health and medical insurance for the executive and the executive’s dependents for 24 months (36 months for the Chief Executive Officer), with the right to purchase continued medical insurance (at COBRA rates) from the end of this period until the executive reaches Social Security retirement age; (iii) a lump sum payment equal to the executive’s pro rata current year award under the STIC or Key Executive STIC, as applicable, assuming the greater of target or actual achievement in that year of the relevant performance targets under the applicable plan, prorated through the date of termination of employment; and (iv) immediate vesting of all outstanding stock options and equity awards, assuming the greater of target or actual achievement of the relevant performance goals for such awards.

Pursuant to the terms of the change in control agreements, if payments to an executive under such an agreement (or otherwise) would be subject to Sections 280G and 4999 of the United States Internal Revenue Code of 1986 (which we refer to, as amended, as the “Code”), such payments would be reduced to the extent the executive would be better off after taxes. Pursuant to the Merger Agreement, Hillenbrand and Parent have agreed that, to mitigate the impact of Section 4999 of the Code, if Hillenbrand reasonably determines that the Effective Time will not occur in 2025, Hillenbrand may, in consultation with Parent, accelerate the vesting or payment of compensation that is scheduled to vest or be paid in 2026 so that it vests and/or is paid in 2025, subject to a customary clawback in the event that such vesting or payment would not have otherwise occurred in the ordinary course.

For an estimate of the value of the severance payments and benefits described above that would be payable to Hillenbrand’s named executive officers assuming that the Effective Time occurs on November 17, 2025, and that the executive experiences a termination without cause on that date, see “—Quantification of Payments and Benefits to Hillenbrand’s Named Executive Officers” below. We estimate that the aggregate value of severance payments and benefits (other than payments in respect of equity awards, the value of which is described under “—Treatment of Hillenbrand Equity Awards” above) that would be payable to Hillenbrand’s executive officers other than its named executive officers assuming that the Effective Time occurs on November 17, 2025, and that the executives each experience a termination without cause on that date, is $5,117,384.

Hillenbrand is party to a retention agreement with Mr. Soni that provides certain benefits to Mr. Soni if his employment is terminated by Hillenbrand or its subsidiaries for any reason other than for death, disability or cause (as defined in the retention agreement) during the 12-month period following the closing of a transaction constituting a sale of a majority of the stock or substantially all of the assets of Hillenbrand (including a merger, consolidation, or other business combination having similar effect).

Under the retention agreement, Mr. Soni is eligible to receive (i) a lump-sum cash payment equal to the sum of (x) his annual base salary plus (y) his target annual short-term incentive, and (ii) continued participation in Hillenbrand’s group health and medical plans (or equivalent benefits) at the same employee contribution rates that apply to active employees for up to 12 months following his termination of employment.

Pursuant to the terms of his retention agreement, if payments to Mr. Soni under the agreement (or otherwise) would be subject to Sections 280G and 4999 of the Code, such payments would be reduced to the extent Mr. Soni would be better off after taxes.

We estimate that the aggregate value of retention payments and benefits that would be payable to Mr. Soni assuming that the Effective Time occurs on November 17, 2025, and that Mr. Soni experiences a termination without cause on that date, is $685,920.

Any individual who, on or at any time prior to the Effective Time, was an officer, director, member or manager of Hillenbrand or any of its subsidiaries (or who served on behalf of Hillenbrand as an officer, director, member or manager of any of Hillenbrand’s affiliates or any of their predecessors) (which individuals we refer to as “Indemnitees”) will be entitled to certain ongoing indemnification and directors’ and officers’ liability, fiduciary liability and employment practices liability insurance for a period of six years following the Effective Time. This indemnification and insurance coverage pursuant to the provisions of the Merger Agreement is further described in the section titled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to the Surviving Corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Parent, any of its affiliates or the Surviving Corporation. As of the date of this proxy statement, the terms of any such compensation arrangements have not been established or determined.

The information in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger. Mr. VanHimbergen is excluded from the table below because his employment with Hillenbrand terminated effective June 27, 2025, and he will not receive any compensatory payments in connection with the Merger. The amount of the payments and benefits that each of Hillenbrand’s other named executive officers would receive in connection with the Merger set forth in the table below assumes (i) that the Merger was consummated and constitutes a “change in control” for purposes of the applicable compensation plan or agreement; (ii) that each named executive officer experienced a termination without cause on November 17, 2025 (which is the assumed date of the consummation of the Merger solely for purposes of this disclosure); (iii) a per share price of Hillenbrand common stock of $32.00, which is equal to the Merger Consideration; (iv) that each named executive officer’s base salary and target annual bonus opportunity are those in effect as of November 17, 2025; (v) that each named executive officer’s outstanding equity awards are those that are outstanding as of November 17, 2025 (i.e., excluding any additional awards that may be granted following such date); and (vi) that no cutback or reduction has been applied to mitigate the impact of Sections 280G and 4999 of the Code. The calculations reflected in the table below do not attempt to forecast any adjustments in compensation that may occur following the date of this proxy statement, including additional awards, grants or forfeitures that may occur prior to the Effective Time or any awards that, by their terms, vest and are settled irrespective of the Merger prior to the Effective Time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The consummation of the Merger is not conditioned on Parent’s receipt of any financing. Parent plans to fund the Merger Consideration with committed equity and debt financing, as described below.

Subject to the terms and conditions set forth in the Equity Commitment Letter, Lone Star has committed to contribute, or cause to be contributed, to Parent the Equity Commitment at or prior to the closing of the Merger. The Equity Commitment, on the terms and subject to the conditions set forth in the Equity Commitment Letter, is to be used by Parent, together with the proceeds of the Debt Financing (or any alternative financing incurred to finance the Merger, if applicable), and other sources of funds (if any), solely to fund the Closing Obligations, on the terms and subject to the conditions of the Merger Agreement. Funding of the Equity Commitment is

subject to the satisfaction of the conditions set forth in the Equity Commitment Letter, as described in the section of this proxy statement titled “The Merger Agreement—Equity Commitment Letter.” Lone Star has also guaranteed to Hillenbrand the performance and discharge of the Guaranteed Obligations, if and when due and payable in accordance with the terms of the Merger Agreement, pursuant to and subject to the terms and conditions set forth in the Limited Guarantee described in the section of this proxy statement titled “The Merger Agreement—Limited Guarantee.”

In addition, Parent obtained the Debt Commitment Letters providing for the Debt Financing. The initial borrowings and other credit extensions under and effectiveness of the Credit Facilities and the LC Facility are subject solely to the satisfaction (or waiver by the requisite lenders) of a number of limited conditions, as described in the section of this proxy statement titled “The Merger Agreement—Debt Commitments.”

Under the terms of the Merger Agreement, the Merger Closing will take place at 10:00 a.m., Eastern time, on the third business day after satisfaction or (to the extent permitted by law) waiver of the conditions to the Merger Closing, which are described below in the section of this proxy statement titled “The Merger Agreement—Conditions to the Closing of the Merger” and which we refer to as the “Closing Conditions,” other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 320 South Canal Street, Chicago, Illinois 60606, unless another time, date or place is agreed to in writing by the parties to the Merger Agreement; provided that (A) if the Marketing Period, as described below in the section of this proxy statement titled “The Merger Agreement—Financing Cooperation,” has not ended at the time of the satisfaction or waiver of the last of the Closing Conditions (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), then the Merger Closing will occur instead on the date following the satisfaction or waiver of the last of such Closing Conditions that is the earlier to occur of (i) any business day before or during the Marketing Period as may be specified by Parent on no less than three business days’ prior written notice to Hillenbrand and (ii) one business day following the final day of the Marketing Period unless mutually agreed upon in writing by Parent, Merger Sub and Hillenbrand and (B) in no event will the Merger Closing occur prior to the date that is 45 days after October 14, 2025.

Assuming timely satisfaction of necessary closing conditions, including receipt of the Requisite Shareholder Approval, the Merger is expected to close before the end of the first calendar quarter of 2026. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the Closing Conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

The Merger will be accounted for as a “business combination” for financial accounting purposes.

Under Indiana law, Hillenbrand shareholders are not entitled to dissenters’ or appraisal rights in connection with the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Although Hillenbrand is not aware of any pending lawsuits relating to the transactions contemplated by the Merger Agreement as of the date of this proxy statement, lawsuits arising out of or in connection with the transactions contemplated by the Merger Agreement could be filed in the future. Among other remedies, claimants could seek damages and/or to enjoin the Merger and the other transactions contemplated by the Merger Agreement. The outcome of any litigation is uncertain, and any such lawsuits could prevent or delay the completion of the Merger and result in significant costs. Any such actions could create uncertainty relating to the Merger and could be costly and distracting to management.

The following discussion is a summary of the material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) whose shares of Hillenbrand common stock are converted into the right to receive the Merger Consideration pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (which we refer to as the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect. No assurance can be given that the IRS will agree with the views expressed herein or that a court will not sustain any challenge by the IRS in the event of litigation.

This discussion is limited to Hillenbrand shareholders that hold their shares of Hillenbrand common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not describe any tax consequences arising under the laws of any state, local or foreign jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (such as estate or gift taxation, the alternative minimum tax or the Medicare net investment income surtax) that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Hillenbrand common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Hillenbrand common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Hillenbrand common stock that is, for U.S. federal income tax purposes:

The exchange of Hillenbrand common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Such U.S. Holder’s gain or loss generally will be equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Hillenbrand common stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis in shares of Hillenbrand common stock generally will equal the amount that such U.S. Holder paid for such shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Hillenbrand common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each such block of Hillenbrand common stock.

A U.S. Holder may, under certain circumstances, be subject to information reporting and backup withholding (at a rate of 24%) with respect to the cash received pursuant to the Merger, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, if any; provided that such U.S. Holder furnishes the required information to the IRS in a timely manner.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of Hillenbrand common stock that is not a U.S. Holder.

Any gain realized by a Non-U.S. Holder in respect of shares of Hillenbrand common stock surrendered by such Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

A Non-U.S. Holder will be subject to information reporting and, in certain circumstances, backup withholding will apply with respect to the cash received by such holder pursuant to the Merger, unless such Non-U.S. Holder certifies under penalties of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a Non-U.S. Holder’s U.S. federal income tax liability, if any; provided that such Non-U.S. Holder furnishes the required information to the Internal Revenue Service in a timely manner.

Non-U.S. Holders should consult their tax advisors regarding the tax consequences to them of the Merger.

Each of Parent, Merger Sub and Hillenbrand has agreed to (subject to the terms and conditions of the Merger Agreement) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the Merger and the other transactions contemplated by the Merger Agreement, including obtaining all consents, approvals, orders, waivers and authorizations of governmental authorities, and making all necessary registrations, declarations and filings with, and notices to, governmental authorities necessary in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger. These consents, approvals, orders, waivers, authorizations, declarations, filings and notices include requirements under the HSR Act (as defined below) and in connection with CFIUS Approval (as defined below) and specified filings and approvals under the antitrust and foreign investment laws of other jurisdictions as described further below.

The Merger is subject to the HSR Act. A transaction such as the Merger that is notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or the DOJ issues a Second Request (a request for additional information and documentary materials) prior to the expiration of the initial waiting period, the transaction cannot close until the parties substantially comply with the Second Request and observe a second waiting period, which is 30 days by statute but can be extended by agreement or terminated earlier. The parties made the filings required under the HSR Act on November 19, 2025, and the initial 30-day waiting period will expire at 11:59 p.m., Eastern time, on December 19, 2025, absent the opening of an investigation.

At any time before or after the consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. U.S. state attorneys general and private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

The Merger is also subject to CFIUS Approval, involving CFIUS. CFIUS is an interagency committee of the U.S. government authorized to review certain transactions involving foreign investment in the United States to determine the effect of such transactions on the national security of the United States, pursuant to the DPA. The parties submitted a draft notice to CFIUS on October 28, 2025. For purposes of the Merger Agreement, “CFIUS Approval” will be deemed to have been obtained if any one of the following occurs:

There can be no assurance that CFIUS Approval will be obtained or as to the timing or terms of any CFIUS Approval.

In addition to clearance under the HSR Act and CFIUS Approval, the Merger is also subject to the filing or receipt of certain necessary notices, clearances, approvals, waivers or consents by the antitrust and other regulatory authorities in other jurisdictions, including in the European Union approval under the EC Council Regulation No. 139/2004 and the EU Foreign Subsidies Regulation No. 2022/2560, in Canada under the Competition Act of 1985, as amended, in China under the Anti-Monopoly Law of China 2007 and SAMR Interim Provisions on the Review of Concentration of Undertakings of 2020, in India under the Indian Competition Act 2002, and the regulations and guidance notes promulgated thereunder, as amended, in South Korea under the Monopoly Regulation and Fair Trade Act of 1980, as amended, in Morocco under the Moroccan Competition Law, Law No. 104-12 and its implementing decree, Decree No. 2-14-652, in Saudi Arabia under the Competition Law, issued under Royal Decree No. M75 (dated 29/06/1440H), and relevant implementing regulations, in South Africa under the Competition Act No. 89 of 1998, as amended, and in Tukey under Turkish Law on Protection of Competition No. 4054, as amended, and Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of Competition Board.

In each case, the Merger cannot be completed until the parties obtain the necessary clearances or approvals to consummate the Merger or the applicable waiting periods have expired or been terminated. The parties have agreed to cooperate with each other and use their reasonable best efforts to make the necessary filings in connection with these regulatory clearances and approvals as promptly as practicable. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties, requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights, or requiring the parties to commit to certain undertakings with respect to the operations of Parent or Hillenbrand after the Merger Closing.

If the Merger is completed, Hillenbrand common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Hillenbrand common stock will no longer be publicly traded.

The affirmative vote of the holders of a majority of the outstanding shares of Hillenbrand common stock entitled to vote thereon is required to approve the Merger Agreement Proposal.

Assuming a quorum is present (a) a failure to be represented by proxy or attend the Special Meeting, (b) abstentions and (c) broker non-votes (if any) will each have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Shares of Hillenbrand common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a

Hillenbrand shareholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Hillenbrand common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares of Hillenbrand common stock will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” the Merger Agreement Proposal.

The following summarizes the Merger Agreement. The descriptions of the Merger Agreement and the transactions contemplated thereby in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all of the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The copy of the Merger Agreement attached to this proxy statement as Annex A has been included to provide you with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about Hillenbrand, Parent, Merger Sub or their respective affiliates. The representations, warranties and covenants of Hillenbrand, Parent and Merger Sub contained in the Merger Agreement have been made only for purposes of the Merger Agreement as of specified dates and (except as expressly set forth in the Merger Agreement) solely for the benefit of the parties to the Merger Agreement; may be subject to qualifications and limitations agreed upon by such parties, including being qualified by information contained in reports filed by Hillenbrand with the SEC and by confidential disclosures delivered by Hillenbrand to Parent in connection with the Merger Agreement; were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or reports and other documents filed with the SEC. Accordingly, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Hillenbrand, Parent or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Hillenbrand’s public disclosures.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the IBCL, at the Effective Time, Merger Sub will merge with and into Hillenbrand, the separate corporate existence of Merger Sub will cease, and Hillenbrand will be the Surviving Corporation and a wholly owned subsidiary of Parent.

The Merger Agreement provides that, at the Effective Time, the articles of incorporation of the Surviving Corporation will be amended in their entirety to read as set forth on Exhibit A to the Merger Agreement, and the by-laws of the Surviving Corporation will be amended in their entirety to read as set forth on Exhibit B to the Merger Agreement, in each case until thereafter amended in accordance with applicable law and the applicable provisions of the articles of incorporation and by-laws of the Surviving Corporation.

The Merger Agreement provides that, subject to applicable law, each of the parties to the Merger Agreement will take all necessary action to ensure that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time will consist of the members of the board of directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation until their respective successors will have been duly elected, designated or qualified, or until their earlier death, incapacitation, retirement, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation. The Merger Agreement provides that, from and after the Effective Time, the officers of Hillenbrand at the Effective Time will be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable law or their earlier death, incapacitation, retirement, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation.

The Merger Agreement provides that the Merger Closing will take place at 10:00 a.m., New York City time, on the third business day after satisfaction or (to the extent permitted by law) waiver of the Closing Conditions (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions) at the offices of Skadden, Arps, Slate,

Meagher & Flom LLP, 320 South Canal Street, Chicago, Illinois 60606, unless another time, date or place is agreed to in writing by the parties thereto; provided that, (A) if the Marketing Period (as defined below in the section of this proxy statement titled “—Financing Cooperation”) has not ended at the time of the satisfaction or waiver of the last of the Closing Conditions (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), the Merger Closing will occur instead on the date following the satisfaction or waiver of the last of the Closing Conditions (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions) that is the earlier to occur of (i) any business day before or during the Marketing Period as may be specified by Parent on no less than three business days’ prior written notice to Hillenbrand and (ii) one business day following the final day of the Marketing Period unless mutually agreed upon in writing by Parent, Merger Sub and Hillenbrand and (B) in no event will the Merger Closing occur prior to the date that is 45 days after October 14, 2025.

The Merger Agreement provides that, on the Merger Closing Date, the parties will cause the articles of merger relating to the Merger to be duly executed and filed with the Secretary of State of the State of Indiana, in such form as required by, and executed in accordance with, IBCL 23-1-40-5 and the parties will deliver and tender, or cause to be delivered or tendered, as applicable, any taxes and fees and make all other filings or recordings required under the IBCL in connection with such filing of the articles of merger and the Merger. The Merger Agreement provides that the Merger will become effective on such date and time as the articles of merger are filed with the Secretary of State of the State of Indiana or at such other date and time as Parent and Hillenbrand shall agree and specify in the articles of merger. The time at which the Merger becomes effective is referred to as the “Effective Time.”

At the Effective Time, by virtue of the Merger and without any action on the part of Hillenbrand, Parent, Merger Sub or the holders of any securities of Hillenbrand, Parent or Merger Sub, each share of Hillenbrand common stock issued and outstanding immediately prior to the Effective Time (other than Canceled Shares) will be converted into the right to receive the Merger Consideration of $32.00 per share in cash, without interest and subject to any required tax withholding.

Each Canceled Share will automatically be canceled and retired and will cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof.

If, between October 14, 2025, and the Effective Time, any change in the outstanding shares of Hillenbrand common stock, or securities convertible into or exchangeable into or exercisable for Hillenbrand common stock, will occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution, merger or other similar transaction, the Merger Consideration and any other similarly dependent item will be equitably adjusted, without duplication, to reflect such change to provide the holders of Hillenbrand common stock the same economic effect as contemplated by the Merger Agreement prior to such event.

Each share of common stock, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one fully paid share of common stock, no par value, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Company Options. As of the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will be canceled without any action on the part of any holder thereof in consideration for the right to receive as promptly as practicable following the Effective Time (and in any event within five business days thereafter) a cash payment equal to the product of (a) the number of shares of Hillenbrand common stock subject to the Company Option and (b) the excess, if any, of the Merger Consideration over the per-share exercise price of the Company Option, less any required withholding taxes. If, as of the Effective Time, the per-share exercise price of any Company Option is equal to or greater than the Merger Consideration, then by virtue of the occurrence of the Effective Time and without any action on the part of any holder thereof, the Company Option will be canceled without payment of any consideration to such holder.

Company Restricted Stock Units. As of the Effective Time, each Company Restricted Stock Unit that is outstanding immediately prior to the Effective Time (whether vested or unvested) will be canceled without any action on the part of any holder thereof in consideration for the right to receive as promptly as practicable following the Effective Time (and in any event within five business days thereafter) a cash payment equal to the product of (a) the number of shares of Hillenbrand common stock subject to the Company Restricted Stock Unit and (b) the Merger Consideration, less any required withholding taxes.

Company Performance-Based Restricted Stock Units. As of the Effective Time, each Company Performance-Based Restricted Stock Unit that is outstanding immediately prior to the Effective Time (whether vested or unvested) will be canceled without any action on the part of any holder thereof in consideration for the right to receive as promptly as practicable following the Effective Time (and in any event within five business days thereafter) a cash payment equal to the product of (a) the number of shares of Hillenbrand common stock subject to the Company Performance-Based Restricted Stock Unit (with the number of shares calculated assuming achievement of the applicable performance-based vesting conditions at the greater of target and the actual level of performance, with actual level of performance determined by the Board of Directors (or a duly authorized committee or subcommittee thereof) in good faith and in accordance with the terms of the applicable award agreement) measured through the date immediately prior to the Effective Time (or as close to such date as administratively practicable, as determined by Hillenbrand) and (b) the Merger Consideration, less any required withholding taxes.

At or prior to the filing of the articles of merger relating to the Merger with the Secretary of State of the State of Indiana, Parent will deposit, or cause to be deposited, with the Paying Agent, for the benefit of holders of Hillenbrand common stock outstanding immediately prior to the Effective Time, other than the Canceled Shares, the Total Common Merger Consideration (which is defined as the product of (x) the number of shares of Hillenbrand common stock issued and outstanding (other than the Canceled Shares) immediately prior to the Effective Time and (y) the Merger Consideration) as deposited with the Paying Agent (which we refer to as the “Exchange Fund”). In the event the Exchange Fund is insufficient to make the required payments under the Merger Agreement, Parent will promptly deposit, or cause to be deposited, additional funds with the Paying Agent equal to the deficiency.

As promptly as practicable following the Effective Time (and no later than the third business thereafter), Parent will cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate that, immediately prior to the Effective Time, represented outstanding shares of Hillenbrand common stock that were converted into the right to receive the Merger Consideration (a) a letter of transmittal and (b) instructions for use in effecting the surrender of such certificates in exchange for the Merger Consideration.

Following the Effective Time, upon surrender of a certificate (or affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such certificate will be entitled to receive in exchange therefor and Parent will cause the Paying Agent to pay in exchange therefor as promptly as reasonably practicable, the Merger Consideration pursuant to the provisions of the Merger Agreement and the certificates surrendered will be canceled. In the event of a transfer of ownership of Hillenbrand common stock that is not registered in the transfer records of Hillenbrand, payment of the appropriate amount of Merger Consideration may be made to a person other than the person in whose name the certificate so surrendered is registered, if such certificate is properly endorsed or otherwise in proper form for transfer (and accompanied by all documents reasonably required by the Paying Agent) and the person requesting such payment will pay, or cause to be paid, any transfer or other taxes required by reason of the payment to a person other than the registered holder of such certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until so surrendered, each certificate will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration into which the shares of Hillenbrand common stock previously represented by such certificate would have been converted pursuant to the Merger Agreement. No interest will be paid or accrue on any cash payable upon surrender of any certificate. Any holder of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement. In lieu thereof, each holder of record of one or more book-entry

shares whose shares of Hillenbrand common stock were converted into the right to receive the Merger Consideration will automatically upon the Effective Time (or, at any later time at which such book-entry shares will be converted) be entitled to receive, and Parent will cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Merger Consideration in respect of each such book-entry share. No interest will be paid or accrue on any cash payable upon surrender of any book-entry shares.

Any portion of the Exchange Fund which remains unclaimed by the applicable former shareholders of Hillenbrand one (1) year after the Effective Time will be delivered to Parent, upon demand. Any such holders prior to the Merger who have not by then complied with these provisions of the Merger Agreement will thereafter look only to Parent or the Surviving Corporation for such payment of their claims for Merger Consideration.

None of Parent, Merger Sub, Hillenbrand, the Surviving Corporation or the Paying Agent will be liable to any person in respect of any cash held in the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificate has not been surrendered prior to the date on which any Merger Consideration (in respect to such certificate) would otherwise escheat to or become the property of any governmental authority, any such Merger Consideration will become the property of the Surviving Corporation and any holder of such certificate who has not by then complied with these provisions of the Merger Agreement with respect thereto will thereafter look only to the Surviving Corporation for such payment of its claim for Merger Consideration.

The Paying Agent will invest any cash included in the Exchange Fund as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment will relieve Parent or the Paying Agent from making the payments required by these provisions of the Merger Agreement and following any losses Parent will promptly provide additional funds to the Paying Agent for the benefit of the holders of Hillenbrand common stock in the amount of such losses, (ii) no such investment will have maturities that could prevent or delay payments to be made pursuant to the Merger Agreement, and (iii) such investments will be in short-term obligations of the United States of America with maturities of no more than thirty days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent (as directed by Parent).

Parent, the Surviving Corporation and the Paying Agent are entitled to deduct and withhold from the Merger Consideration amounts payable pursuant to the Merger Agreement in respect of Company Options, Company Performance-Based Restricted Stock Units and Company Restricted Stock Units, as applicable, as described in “—Treatment of Hillenbrand Equity Awards,” and any amounts otherwise payable pursuant to the Merger Agreement to any holder of Hillenbrand common stock, Company Options, Company Performance-Based Restricted Stock Units or Company Restricted Stock Units, such amounts as Parent, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986 or any provision of applicable tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

The Merger Agreement contains representations and warranties of Hillenbrand, Parent and Merger Sub. Some of the representations and warranties in the Merger Agreement made by Hillenbrand are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any change, effect, development, event, occurrence or circumstance which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole excluding, however, changes, effects, developments, events, occurrences or circumstances relating to or resulting from, directly or indirectly, the following:

To the extent that any change, effect, development, event, occurrence or circumstance relating to or resulting from, directly or indirectly, the matters pursuant to the provisions of the Merger Agreement described in the first, second, third and fourth bullet points set forth above is disproportionately adverse to Hillenbrand and its subsidiaries taken as a whole relative to other companies of similar size operating in the industries or markets in which Hillenbrand and its subsidiaries operate, only the incremental disproportionate adverse impact or impacts of such change, effect, development, event, occurrence or circumstance may be taken into account in determining whether a Company Material Adverse Effect has occurred.

In the Merger Agreement, Hillenbrand has made representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and in confidential disclosures provided by Hillenbrand to Parent and Merger Sub. These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made representations and warranties to Hillenbrand that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and in confidential disclosures provided by Parent and Merger Sub to Hillenbrand, including as to “materiality” or “Parent Material Adverse Effect.” For the purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any change, effect, development or circumstance that could reasonably be expected to prevent, delay or impair the ability of Parent or Merger Sub to (i) consummate the Merger and the other transactions contemplated by the Merger Agreement on a timely basis or (ii) comply with any of their obligations under the Merger Agreement, including with respect to the Financing. These representations and warranties relate to, among other things:

The representations and warranties in the Merger Agreement will not survive the consummation of the Merger.

The Merger Agreement provides that, during the Pre-Closing Period, except (a) as may be required by law, (b) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (c) as may be expressly required by the Merger Agreement or (d) as set forth in the confidential disclosure letter provided by Hillenbrand to Parent and Merger Sub, (x) Hillenbrand will, and will cause each of its subsidiaries to, use commercially reasonable efforts to (1) carry on its business in the ordinary course of business consistent with past practice and (2) (i) preserve intact Hillenbrand’s organization and goodwill and (ii) preserve Hillenbrand’s business relationships with employees, customers, suppliers, joint venture partners, lenders, governmental authorities and others having material business relationships with Hillenbrand (provided

that the failure by Hillenbrand or its subsidiaries, however, to take any action prohibited by Merger Agreement provisions described in the bullet points below will not be deemed to be a breach of the covenants contained in the preceding sentence) and (y) Hillenbrand will not and will not permit any of its subsidiaries to:

The Merger Agreement provides that, during the Pre-Closing Period, Hillenbrand will, and will cause (i) its subsidiaries to, and will instruct its and their respective representatives to, and (ii) the directors and officers of Hillenbrand and its subsidiaries to:

The Merger Agreement provides that, during the Pre-Closing Period, Hillenbrand will not, and will cause (i) its subsidiaries not to, and will instruct its and their respective representatives not to and will use its reasonable best efforts to cause its and their respective representatives not to, and (ii) the directors and officers of Hillenbrand and its subsidiaries not to:

The Merger Agreement provides that, at any time prior to the receipt of the Requisite Shareholder Approval, in the event that Hillenbrand receives a bona fide written Acquisition Proposal after October 14, 2025 that did not result from a breach (other than a de minimis breach) of the Non-Solicitation Provisions, Hillenbrand and the Board of Directors and their representatives may engage in negotiations or substantive discussions with, or furnish information and other access to, any third party making such Acquisition Proposal and its representatives or potential sources of financing if the Board of Directors determines in good faith, after consultation with Hillenbrand’s outside legal and financial advisors, and based on information then available, that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and that failure to take such actions contemplated by the provisions of the Merger Agreement described in this paragraph would be inconsistent with its fiduciary duties pursuant to applicable law (provided that (i) prior to furnishing any nonpublic information relating to Hillenbrand or any of its subsidiaries, Hillenbrand receives from such third party an executed confidentiality agreement meeting criteria specified in the Merger Agreement (which we refer to as an “Acceptable Confidentiality Agreement”) (ii) any such nonpublic information so furnished has been previously provided or made available to Parent or is provided or made available (including through posting on the electronic data room maintained by Hillenbrand for purposes of the transactions contemplated by the Merger Agreement) to Parent substantially concurrently with it being so furnished to such third party and (iii) any competitively sensitive information or data provided to any such third party in accordance with the applicable provisions of the Merger Agreement who is, or whose affiliates include, a competitor, supplier or customer of Hillenbrand or any of its subsidiaries will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, such arrangements to be determined by Hillenbrand in good faith.

The Merger Agreement requires that Hillenbrand promptly (and in any event within 36 hours) advise Parent orally or in writing in the event that Hillenbrand receives (i) any Acquisition Proposal or any inquiry by any person relating to any Acquisition Proposal, or (ii) any request for nonpublic information relating to Hillenbrand or any of its subsidiaries or for access to the business, properties, personnel, assets, books or records of Hillenbrand or any of its subsidiaries, in each case, by any third party in connection with an Acquisition Proposal or any proposal that would reasonably be expected to lead to an Acquisition Proposal, and in connection with such notice, if applicable, provide to Parent the material terms and conditions (including the identity of the third party making any such Acquisition Proposal and unredacted copies of the Acquisition Proposal and all related documents that describe any of the material terms and conditions of such Acquisition Proposal (including all financing commitments and other documents relating to such financing)) of any such Acquisition Proposal. The Merger Agreement requires that Hillenbrand keep Parent reasonably informed, on a reasonably prompt basis, of

the status and material details (including any material change to the terms thereof) of any such Acquisition Proposal and any discussions and negotiations concerning the material terms and conditions thereof, including promptly (but in no event later than 36 hours after receipt) providing Parent unredacted copies of all material correspondence and written materials that describe any of the material terms and conditions of such Acquisition Proposal (including any amendments or modifications thereto) sent or provided to or by Hillenbrand or any of its subsidiaries or any of their respective representatives in connection therewith.

An “Acquisition Proposal” is defined in the Merger Agreement as, other than the transactions contemplated by the Merger Agreement, any proposal or offer from a third party relating to (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving Hillenbrand or any of its subsidiaries pursuant to which a third party, or the shareholders of a third party, would hold (directly or indirectly) securities representing more than 20% of the total equity securities of Hillenbrand (by vote or economic interest) or more than 20% of the total equity securities of the surviving or resulting entity of such transaction, after giving effect to the consummation of such transaction, (ii) the direct or indirect acquisition (whether by purchase, license, investment, joint venture or otherwise) by a third party of more than 20% of the consolidated assets, net revenue or net income of Hillenbrand and its subsidiaries, taken as a whole (as determined in good faith by the Board of Directors), or (iii) the acquisition in any manner, directly or indirectly, by a third party of equity securities of Hillenbrand that, after giving effect to the consummation of such purchase or other acquisition, would result in such third party beneficially owning more than 20% of the total outstanding equity securities of Hillenbrand (by vote or economic interest).

A “Superior Proposal” is defined in the Merger Agreement as a bona fide written Acquisition Proposal (the references to “20%” in the definition of Acquisition Proposal are deemed to be references to “50%”) made by a third party on terms that the Board of Directors determines in its good faith judgment, after consultation with its outside legal counsel and financial advisors, and considering such factors as the Board of Directors considers to be appropriate (including the certainty of financing, conditionality, the legal, financial, timing, regulatory and other aspects of the proposal, the likelihood of consummation of such proposal on the terms proposed and the identity of the party making the proposal), are more favorable from a financial point of view to the shareholders of Hillenbrand than the transactions contemplated by the Merger Agreement (after giving effect to all Proposed Changed Terms (as defined below in the section of this proxy statement titled “—The Board of Directors’ Recommendation; Change in Recommendation”)).

As described in this proxy statement, and subject to the provisions of the Merger Agreement described below, the Board of Directors has made the recommendation that Hillenbrand shareholders approve the Merger Agreement (which we refer to as the “Hillenbrand Board Recommendation”). Except as otherwise provided in the Merger Agreement, Hillenbrand has agreed in the Merger Agreement that the Board of Directors will not take any of the following actions (any of the first five of which below we refer to as a “Change in Recommendation”):

The Merger Agreement provides that, in response to a bona fide written Acquisition Proposal received after October 14, 2025 that did not result from a breach (other than a de minimis breach) of the Non-Solicitation Provisions and that the Board of Directors determines in good faith (after consultation with its outside legal counsel and financial advisors) constitutes a Superior Proposal, Hillenbrand may make a Change in Recommendation or terminate the Merger Agreement pursuant to the Superior Proposal Termination Right and, in the event of a termination, concurrently with such termination, may enter into an Alternative Acquisition Agreement with respect to such Superior Proposal (provided that Hillenbrand may not make a Change in Recommendation or terminate the Merger Agreement pursuant to the Superior Proposal Termination Right unless Hillenbrand (i) complies with its obligations described the immediately following paragraph below, and (ii) in the case of a termination, pays, or causes to be paid, to Parent the Termination Fee payable pursuant to provisions of the Merger Agreement described in the first bullet point in the section of this proxy statement titled “—Termination Fees” prior to or concurrently with such termination).

Under the terms of the Merger Agreement, the Board of Directors will not be entitled to make a Change in Recommendation or terminate the Merger Agreement pursuant to the Superior Proposal Termination Right in accordance with the provisions of the Merger Agreement described in the immediately preceding paragraph, (i) unless Hillenbrand has provided to Parent four business days prior written notice (which notice we refer to as the “Superior Proposal Notice,” and which notice period we refer to as the “Superior Proposal Notice Period”) advising Parent that the Board of Directors intends to take such action and providing the material terms and conditions of, and the identity of the third party making, such Superior Proposal and unredacted copies of all relevant transaction documents, and (ii):

The Merger Agreement provides that, at any time prior to the receipt of the Requisite Shareholder Approval, the Board of Directors may make a Change in Recommendation pursuant to the provisions of the Merger Agreement described in the first or fifth bullet point in the first paragraph of this section of this proxy statement if the Board of Directors determines, in good faith, after consultation with its outside legal counsel, that an Intervening Event (as defined below) occurred and the failure to take such action would be inconsistent with the directors’ fiduciary duties provided that prior to taking any such action:

An “Intervening Event” is defined in the Merger Agreement as a material change, effect, development, event, occurrence or circumstance that (i) was not known to, or reasonably foreseeable by, the Board of Directors as of or prior to October 14, 2025 (or if known or reasonably foreseeable, the magnitude or consequences of which were not known or reasonably foreseeable by Board of Directors as of such date) which change, effect, development, event, occurrence or circumstance, or the magnitude or consequences thereof, becomes known to the Board of Directors prior to the time that the Requisite Shareholder Approval is obtained and (ii) does not relate to (A) any Acquisition Proposal or (B) the mere fact, in and of itself, that Hillenbrand meets or exceeds any internal or published financial projections or forecasts for any period ending on or after October 14, 2025 (provided that the exception pursuant to the provisions of the Merger Agreement described in this clause (B) will not prevent any such change, effect, development, event, occurrence or circumstance underlying Hillenbrand meeting or exceeding such metrics from being taken into account in determining whether an Intervening Event has occurred).

Nothing contained in the Merger Agreement prohibits Hillenbrand or the Board of Directors, directly or indirectly through their respective representatives, from (i) taking and disclosing any position or disclosing any information in compliance with or otherwise complying with Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act (or any similar communication to Hillenbrand’s shareholders), and to the extent referred to therein, Item 1012(a) of Regulation M-A promulgated under the Exchange Act with respect to any Acquisition Proposal, (ii) making any “stop, look and listen” communication to Hillenbrand’s shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to Hillenbrand’s shareholders) or (iii) making any disclosure if the Board of Directors determines, in good faith after consultation with its outside legal counsel that such disclosure is required by applicable law (provided that any disclosures (x) permitted under the provisions described in clauses (i) and (ii) of this paragraph will not, in themselves, constitute a Change in Recommendation and (y) the foregoing will not be deemed to permit the Board of Directors to effect a Change in Recommendation other than in accordance with the provisions of the Merger Agreement described in the second paragraph or fourth paragraph of this section of this proxy statement).

Any breach of the provisions of the Merger Agreement described in this section of this proxy statement and the section of this proxy statement titled “—Acquisition Proposals” by any director or officer of Hillenbrand or any of its subsidiaries will be deemed to be a breach of the Merger Agreement by Hillenbrand.

The Merger Agreement provides that, during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time (or until the date of termination of employment of the relevant Company Employee, if sooner), Parent will provide, or will cause the Surviving Corporation or its applicable subsidiary to provide, each employee of Hillenbrand and any of its subsidiaries as of immediately prior to the Effective Time who remains employed following the Effective Time (which we refer to as a “Company Employee”) with (i) an annual base salary or wage rate that is at least equal to the annual base salary or wage rate provided to the Company Employee immediately prior to the Effective Time, (ii) short-term and long-term incentive compensation opportunities that are, in the aggregate, no less economically favorable than the short-term and long-term incentive compensation opportunities provided to the Company Employee immediately prior to the Effective Time and (iii) employee benefits (excluding change in control payments, deferred compensation, severance, incentive, bonus, equity or equity-based, post-employment welfare and defined benefit pension benefits) that are, in the aggregate, no less favorable than the employee benefits (subject to the same exclusions) provided to the Company Employee immediately prior to the Effective Time. However, Parent and its affiliates (including the Surviving Corporation) will not be obligated provide any Company Employee with any compensation or benefits in the form of equity or equity-based compensation.

In addition, the Merger Agreement provides that, during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, Parent will provide, or will cause the Surviving Corporation to provide, to each Company Employee who experiences a termination of employment that would give rise to severance payments or benefits under the existing terms of an applicable Hillenbrand benefit plan severance payments or benefits that are no less favorable than the severance payments and benefits that the Company Employee would have been entitled to receive upon such a termination of employment that occurred immediately prior to the Effective Time under the terms of the applicable Hillenbrand benefit plan.

The Merger Agreement provides that Parent will, or will cause the Surviving Corporation or its applicable subsidiary to, for the performance period in which the Effective Time occurs, (i) honor, assume and continue in accordance with their terms the STIC and the Key Executive STIC and (ii) pay any incentive compensation pursuant to the STIC and the Key Executive STIC in accordance with the terms of such plans.

The Merger Agreement provides that, for purposes of eligibility, vesting, future vacation benefit accrual and determination of level of benefits under the compensation and benefit plans, programs agreements and arrangements of Parent, Hillenbrand, the Surviving Corporation or any respective subsidiary providing benefits to any Company Employees after the Merger Closing (other than for purposes of vesting of equity or equity-based awards) (which we refer to as the “New Plans”), each Company Employee will be credited with the Company Employee’s years of service with Hillenbrand (including any predecessor), the subsidiaries of Hillenbrand and their respective affiliates (and any additional service with any predecessor employer) before the Merger Closing, to the same extent and for the same purposes as the Company Employee was entitled, before the Merger Closing, to credit for service under any similar Hillenbrand benefit plan, except to the extent such credit would result in duplication of compensation or benefits.

In addition, for the applicable plan year in which the Merger Closing occurs, the Merger Agreement provides that Parent will use commercially reasonable efforts to ensure that (i) each Company Employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Hillenbrand benefit plan in which the Company Employee participated immediately before the replacement and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan are waived for the employee and the employee’s covered dependents, to the extent waived or satisfied under the corresponding Company Benefit Plan in which the employee participated immediately prior to the Merger Closing, and that any eligible expenses paid by the employee and any covered dependents and credited under a Hillenbrand group health plan during the portion of the plan year prior to the Effective Time are taken into account under the corresponding New Plan for purposes of satisfying the corresponding deductible, co-insurance, co-payment and maximum out-of-pocket requirements applicable to the employee and the employee’s covered dependents for the applicable plan year as if such amounts had been paid in accordance with the New Plan.

The Merger Agreement provides that, for purposes of any Hillenbrand benefit plan containing a definition of “change in control” or “change of control,” the Merger Closing will be deemed to constitute a “change in control” or “change of control.”

Parent and Merger Sub have agreed in the Merger Agreement that all rights to exculpation, indemnification, and advancement of expenses for actual or alleged acts, omissions, facts, events or any other matters actually or allegedly occurring at any time at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with or relating to the transactions contemplated by the Merger Agreement, including the Merger), existing in favor of the Indemnitees as of the execution of the Merger Agreement as provided in the Hillenbrand articles of incorporation or by-laws, the organizational or governing documents of any of the subsidiaries of Hillenbrand, in each case, in effect as of the Effective Time, will survive the Merger and will continue in full force and effect. The Merger Agreement provides that, for a period of six years from and after the Effective Time, Parent, the Surviving Corporation and its subsidiaries will, and Parent will cause the Surviving Corporation and its subsidiaries to, indemnify, defend and hold harmless, and advance expenses to, the Indemnitees with respect to any actual or alleged acts, omissions, facts, events or any other matters actually or allegedly occurring at any time at or prior to the Effective Time (including any matters arising in connection with or relating to the transactions contemplated by the Merger Agreement, including the Merger) in the event of any threatened or actual proceeding, whether civil, criminal, administrative, investigative or otherwise, based in whole or in part on, or arising in whole or in part out of, or pertaining to the fact that such Indemnitee is or was a director, officer, member, manager or employee of Hillenbrand or its subsidiaries, is or was a trustee or fiduciary of a Hillenbrand benefit plan, or such Indemnitee is or was serving on behalf of Hillenbrand as a director, officer, member, manager or employee of any of Hillenbrand’s affiliates or any of their predecessors or any other person, against any and all costs and expenses (including reasonable and reasonably documented attorneys’ fees, which documentation will not, for the avoidance of doubt, require any Indemnitee to waive or jeopardize any applicable privilege), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement to the fullest extent permitted by applicable law. The Merger Agreement provides that, for a period of six years from and after the Effective Time, Parent will cause the articles of incorporation, by-laws or other organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, exculpation, advancement of expenses and limitation of liability that are no less favorable to the Indemnitees than those set forth in the articles of incorporation or the by-laws of Hillenbrand in effect as of the Effective Time, which provisions thereafter will not be amended, repealed or otherwise modified in any manner that could adversely affect the rights thereunder of any Indemnitee, in each case, except as required by applicable law. The Merger Agreement provides that, from and after the Effective Time, Parent will assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and will cause the Surviving Corporation and its subsidiaries to honor, in accordance with their respective terms, each of the covenants of the Merger Agreement described in this section of the proxy statement.

Parent, the Surviving Corporation and its subsidiaries will pay in advance of the final disposition of any threatened or actual proceeding or any other matter all costs and expenses (including reasonable and reasonably documented attorneys’ fees, which documentation will not, for the avoidance of doubt, require any Indemnitee to waive or jeopardize any applicable privilege) on a current basis as incurred (but not later than fifteen days of a request therefor) of any Indemnitee to the fullest extent permitted by applicable law; provided that the Indemnitee to whom expenses are advanced provides an undertaking (which will not require any security) to repay any such advance if it is finally determined by a court of competent jurisdiction that such person is not entitled to indemnification under applicable law. Parent, the Surviving Corporation and its subsidiaries will not, and Parent will cause the Surviving Corporation and its subsidiaries not to, settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any proceeding or any other matter for which an Indemnitee may seek indemnification under the provisions of this Merger Agreement described in this paragraph unless such settlement, compromise, consent or termination includes a full and unconditional release of such Indemnitees from any and all liability arising out of such proceeding, and does not include an admission of fault or wrongdoing by any Indemnitee.

At or prior to the Effective Time, Hillenbrand may, and, if Hillenbrand does not, Parent will cause the Surviving Corporation to, obtain and fully pay the premium for directors’ and officers’ liability, fiduciary liability and employment practices liability “tail” insurance covering the Indemnitees and the other natural persons

covered under Hillenbrand’s directors’ and officers’ liability, fiduciary liability and employment practices liability insurance in effect as of the Effective Time (such current insurance we refer to as the “Current Insurance”), with a reporting period of six years from and after the Effective Time with respect to claims and other matters arising out of or relating to actual or alleged acts, omissions, facts, events or any other matters actually or allegedly occurring at any time at or prior to the Effective Time (including any matters arising in connection with or relating to the transactions contemplated by the Merger Agreement, including the Merger) from an insurance carrier(s) with the same or better credit rating as the insurance carrier(s) with respect to the Current Insurance and with terms and conditions (including retentions and limits of liability) that are no less favorable to the natural insured persons thereunder than the Current Insurance. Provided, however, that Hillenbrand or the Surviving Corporation, as applicable, will not be required to expend for such “tail” insurance an aggregate premium in excess of 300% of the aggregate annual premium for the Current Insurance (which we refer to as the “Maximum Amount”); provided, further, that if such “tail” insurance is not available or the aggregate premium for such “tail” insurance exceeds the Maximum Amount, then Hillenbrand or the Surviving Corporation will obtain the most favorable coverage available for the Maximum Amount. If such “tail” insurance has been obtained by either Hillenbrand or the Surviving Corporation at or prior to the Effective Time, Parent will cause such “tail” insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. If Hillenbrand or the Surviving Corporation for any reason fails to obtain such “tail” insurance as of the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, continue to maintain in effect, for a period of six years from and after the Effective Time, the Current Insurance, or provide substitute policies therefor from an insurance carrier(s) with the same or better credit rating as the insurance carrier(s) with respect to the Current Insurance, in each case, covering the Indemnitees and the other natural persons covered under the Current Insurance with respect to claims and other matters arising out of or relating to actual or alleged acts, omissions, facts, events or any other matters actually or allegedly occurring at any time at or prior to the Effective Time (including any matters arising in connection with or relating to the transactions contemplated by the Merger Agreement, including the Merger) and with terms and conditions (including retentions and limits of liability) that are no less favorable to the natural insured persons thereunder than the Current Insurance. Provided, however, that the Surviving Corporation will not be required to expend for such insurance an aggregate annual premium in excess of the Maximum Amount, and that if such insurance is not available or the aggregate annual premium for such insurance exceeds the Maximum Amount, then the Surviving Corporation will obtain the most favorable coverage available for the Maximum Amount.

The provisions of the Merger Agreement described in this “—Directors Indemnification and Insurance” section of this proxy statement were intended to be for the benefit of, and will be enforceable by, each Indemnitee and any other persons to whom the provisions of the Merger Agreement described in this section of this proxy statement apply (and their respective successors, heirs, estates, administrators, executors, assigns or representatives), each of whom will be a third-party beneficiary of the provisions of the Merger Agreement described in this section of this proxy statement. Following the Merger Closing, Parent will advance, and cause to be paid, on a current basis (but not later than fifteen days of a request therefor) all costs and expenses, including reasonable and documented attorneys’ fees (which documentation will not, for the avoidance of doubt, require any Indemnitee to waive or jeopardize any applicable privilege), that may be incurred by any Indemnitee or other person to whom the provisions of the Merger Agreement described in this section of this proxy statement apply in enforcing their rights thereunder.

Under the terms of the Merger Agreement, the provisions of the Merger Agreement described in this “—Directors Indemnification and Insurance” section of this proxy statement will survive the consummation of the Merger indefinitely and will be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation and its subsidiaries. The Merger Agreement provides that, in the event that Parent, the Surviving Corporation, its subsidiaries or any of their successors or assigns consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity of such consolidation or merger, or transfers or conveys all or a majority of its assets to any person, then, and in each such case, Parent, the Surviving Corporation and its subsidiaries will, and Parent will cause the Surviving Corporation and its subsidiaries to, ensure that proper provision will be made so that the successors and assigns of Parent, the Surviving Corporation, its subsidiaries or any of their respective successors or assigns, as applicable, will succeed to the obligations set forth in the provisions of the Merger Agreement described in this section of this proxy statement.

In connection with the Merger Agreement, Parent entered into debt commitment letters, dated October 14, 2025, as amended and restated on November 10, 2025 (which we refer to as the “Debt Commitment Letters”), with various lenders providing for commitments by such lenders, subject to the terms and conditions set forth in the Debt Commitment Letters, to provide (i) a $1.8 billion aggregate principal amount senior secured term loan facility (which we refer to as the “Initial Term Facility”), (ii) a $400 million aggregate principal amount senior secured revolving credit facility (which we refer to as the “Initial Revolving Facility”), (iii) a $500 million aggregate principal amount senior secured bridge loan facility (which we refer to as the “Bridge Facility” and, together with the Initial Term Facility and the Initial Revolving Facility, the “Credit Facilities”) and (iv) a $350 million aggregate principal amount senior secured letter of credit facility (which we refer to as the “LC Facility”).

Substantially concurrently with the Merger Closing, the borrowings or other credit support provided under the Credit Facilities and the LC Facility, together with the proceeds of the Equity Financing, cash on hand at Hillenbrand and its subsidiaries and other available funds, will be used (i) to pay the Merger Consideration, (ii) to repay and terminate the commitments under certain existing indebtedness of Hillenbrand and its subsidiaries (which we refer to as the “Refinancing”), (iii) to replace, backstop or collateralize any letters of credit, guarantees or other credit support issued pursuant to existing facilities, (iv) to fund working capital, (v) to pay transaction fees, costs, expenses and premiums and (vi) with any remaining amounts, for general corporate purposes.

The amount of loans available to the borrower under the Bridge Facility will be reduced by (i) the aggregate gross proceeds from the issuance of any senior secured notes (which we refer to as the “New Notes”) or upsized term loans issued by Parent, Hillenbrand or any of its subsidiaries on or prior to, or substantially concurrently with, the Merger Closing and (ii) the aggregate principal amount on the Merger Closing Date of the Hillenbrand Notes (as defined below in this section of this proxy statement titled “—Repayment of Indebtedness”) that are equally and ratably secured with the Debt Financing after giving effect to any change of control offer not accepted by the holders of such notes or consent solicitation to, among other things, remove the change of control provision prior to the closing of the Merger, if such aggregate principal amount of such assumed notes exceeds $25 million.

The initial borrowings and other credit extensions under and effectiveness of the Credit Facilities and the LC Facility are subject solely to the satisfaction (or waiver by the requisite lenders) of a number of limited conditions, including the following: (i) there not having occurred any Company Material Adverse Effect (as defined in the Merger Agreement) that would give Parent the right to terminate its obligations pursuant to the terms of the Merger Agreement, (ii) consummation of the Merger substantially simultaneously with the initial borrowings under the Credit Facilities in all material respects in accordance with the Merger Agreement (subject to customary limitations on amendments, modifications or waivers of the Merger Agreement), (iii) the consummation of the Equity Financing substantially simultaneously with the initial borrowings under the Credit Facilities, (iv) delivery of certain consolidated financial statements of Hillenbrand and its subsidiaries, (v) delivery of certain documentation with respect to the borrowers and guarantors under the Credit Facilities and the LC Facility required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, (vi) execution and delivery of definitive loan documentation and receipt of customary legal opinions and closing documents, notices and certificates (including a customary solvency certificate), (vii) consummation of the Refinancing and, at Parent’s request, commencement of an optional redemption, change of control offer or consent solicitation transaction with respect to Hillenbrand’s existing senior notes, (viii) payment of all fees and expenses substantially simultaneously with the initial borrowings under the Credit Facilities that are required by the terms of the Debt Commitment Letters to be paid on the Merger Closing Date, (ix) the truth and correctness in all material respects of certain specified representations set forth in the Merger Agreement, but only to the extent that breach of such representations would give Parent the right to terminate its obligations pursuant to the terms of the Merger Agreement, and the truth and correctness in all material respects of certain specified representations set forth in the Debt Commitment Letters, in each case on the Merger Closing Date, (x) solely as a condition to the availability of the Bridge Facility, (A) the investment banks that have been engaged in connection with the offering of the New Notes have been provided with certain customary offering documents and other financial data reasonably necessary for such investment banks to receive customary comfort letters from the independent accountants of Hillenbrand in connection with the offering of the New Notes and (B) such investment banks have been afforded a marketing period of at least

ten business days (subject to certain customary blackout dates which do not reset the ten business day period) to market the New Notes, and (xi) solely as a condition to the availability of the Initial Term Facility, the Merger Closing Date has not occurred earlier than 45 days following October 14, 2025.

The commitments of the lenders under the Debt Commitment Letters will terminate on the earliest to occur of (i) the termination of the Merger Agreement prior to the Merger Closing, (ii) the Merger Closing without the funding of the Credit Facilities and (iii) five business days after the nine-month anniversary of October 14, 2025, if the Merger Closing Date does not occur on or prior to such date.

The Merger Agreement provides that, prior to the Merger Closing, Hillenbrand will, and will cause its subsidiaries and their respective representatives to, at Parent’s sole expense, reasonably cooperate with Parent in connection with Parent’s arrangement, marketing, syndication, obtainment and consummation of the Debt Financing, which cooperation by Hillenbrand will consist of, at the reasonable request of Parent:

Hillenbrand consented to the use of the logos of Hillenbrand and each of its subsidiaries in connection with the Debt Financing; provided that such logos will be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect Hillenbrand or its subsidiaries or their reputation or goodwill.

The Merger Agreement provides that, notwithstanding anything to the contrary contained in the Merger Agreement, neither Hillenbrand nor any of its subsidiaries will be required to:

The Merger Agreement provides that Hillenbrand will and will cause its subsidiaries to, upon Parent’s prior written request, (x) at least four business days prior to the Merger Closing Date, furnish Parent with all documentation and other information about Hillenbrand and its subsidiaries as is reasonably requested in writing by Parent and (y) at least nine business days prior to the Merger Closing Date, furnish Parent with documents or other information relating to Hillenbrand or its subsidiaries required by bank regulatory authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2011.

The Merger Agreement requires that Parent promptly reimburse Hillenbrand for any reasonable and documented out-of-pocket expenses and costs (including attorneys’ fees) incurred by Hillenbrand, its affiliates and their respective representatives in connection with any cooperation contemplated by the provisions of the Merger Agreement described in this section of this proxy statement; provided that Hillenbrand and its affiliates (and not Parent) will be responsible for any amounts that would have been incurred in connection with the transactions contemplated by the Merger Agreement regardless of the Debt Financing. The Merger Agreement provides that Hillenbrand, its affiliates and their respective representatives (collectively, the “Cooperation Indemnitees”) will be indemnified and held harmless by Parent and Merger Sub for and against any and all liabilities, losses, damages, claims, costs, expenses (including advancing reasonable and documented attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties suffered or incurred, directly or indirectly, by the Cooperation Indemnitees in connection with the arrangement of the Financing (or any alternative financing incurred to finance the Merger), any refinancing of indebtedness contemplated by the Merger Agreement or any information utilized in connection therewith or Hillenbrand’s cooperation with respect thereto, except in the event such liabilities, losses, damages, claims, costs, expenses (including advancing reasonable and documented attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties arose out of or as a result of the willful misconduct, gross negligence, fraud by Hillenbrand or any of its affiliates, or any material inaccuracy with respect to any financial information delivered by (or on behalf of) Hillenbrand and its affiliates for use in the marketing of the Debt Financing.

The Merger Agreement provides that Hillenbrand will, and will cause its subsidiaries to, use reasonable best efforts to update the Required Financial Information provided to Parent as may be necessary so that the Required Financial Information is (i) compliant with certain specified customary requirements and (ii) meets the applicable requirements of Required Financial Information described in the Merger Agreement. The Merger Agreement provides, for the avoidance of doubt, that Parent may, to most effectively access the financing markets, request the cooperation of Hillenbrand and its subsidiaries under the provisions of the Merger Agreement described in this section at any time, and from time to time and on multiple occasions, between October 14, 2025, and the Merger Closing Date; provided that, for the avoidance of doubt, the “Marketing Period” will not be applicable as to each attempt to access the markets (it being understood and agreed that once the “Marketing Period” has commenced and then been completed in accordance with the definition thereof, there will not be a subsequent “Marketing Period” under the Merger Agreement). In the Merger Agreement, Parent agreed to provide

Hillenbrand drafts of all offering documents and all marketing materials for the Debt Financing with a reasonable time to review such documents and materials, and, subject to Parent’s compliance with such obligation, Hillenbrand agreed to use reasonable best efforts to review all such offering documents and marketing materials and identify for Parent any information contained therein that it reasonably believes constitutes material nonpublic information with respect to Hillenbrand and its subsidiaries (taken as a whole) or their respective securities. If Hillenbrand identifies any such information (“Identified MNPI”), and such information is customarily included in offering documents or marketing materials for debt financing of the type consistent with the Debt Financing, is reasonably requested by Parent to be included in the offering documents or marketing materials for the Debt Financing and does not include any Excluded Information or information as to which Hillenbrand reasonably objects (any such Identified MNPI, “Acceptable MNPI”), then Hillenbrand and Parent will consult with one another regarding the inclusion of any such Acceptable MNPI in the offering documents for the Debt Financing and, to the extent that, following such consultation, any such Acceptable MNPI is included in such offering documents, Hillenbrand has agreed to file a current report on Form 8-K that includes, or otherwise publicly disseminate, such Acceptable MNPI that was so included in such offering documents in order to “cleanse” such Acceptable MNPI. The Merger Agreement provides that Parent will remove all such Identified MNPI that is not such Acceptable MNPI from such offering documents and marketing materials upon reasonable request by Hillenbrand.

The Merger Agreement provides that, notwithstanding anything to the contrary contained in the Merger Agreement, the Hillenbrand Covenants Condition, as it applies to Hillenbrand’s obligations under the provisions of the Merger Agreement described in this section, will be deemed satisfied unless (i) Hillenbrand materially breaches its obligations under the provisions of the Merger Agreement described in this section, (ii) Parent has provided Hillenbrand with notice in writing of such breach (with reasonable specificity as to the basis for any such breach), and Hillenbrand has failed to cure such breach in a timely manner, and (iii) such breach is the proximate cause of the failure of the Debt Financing to be obtained.

The “Marketing Period” is defined under the Merger Agreement as the first period of 13 consecutive business days after October 14, 2025 (a) throughout and at the end of which Parent will have the Required Financial Information and the Required Financial Information will be compliant and (b) throughout and at the end of which the conditions described in the first two paragraphs in the section of this proxy statement titled “—Conditions to Closing of the Merger” (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied or waived and nothing has occurred and no condition exists that would cause any of such conditions to fail to be satisfied assuming the Merger Closing were to be scheduled for any time during such period of 13 consecutive business days; provided that (a) November 26, 2025, November 27, 2025, November 28, 2025, January 19, 2026, February 16, 2026, May 25, 2026, June 19, 2026, July 3, 2026, and July 4, 2026, will not constitute business days for purposes of calculating such period of 13 consecutive business days (provided, however, that such exclusion will not restart such period) and (b) if such period of 13 consecutive business days will not have ended on or prior to December 19, 2025, then such period of 13 consecutive business days will be deemed not to have commenced and will thereafter not commence until January 5, 2026; provided, further, that the Marketing Period will not be deemed to have commenced if, after October 14, 2025, and prior to the completion of such period of 13 consecutive business days, (A) Hillenbrand has publicly announced Hillenbrand’s intention to restate any historical financial statements or other financial information included in the Required Financial Information or has publicly announced that any such restatement is under active consideration, in which case, the Marketing Period will not commence or be deemed to commence unless and until such restatement has been completed and the Required Financial Information has been amended and updated or Hillenbrand has publicly announced or informed Parent that it has concluded that no restatement will be required in accordance with GAAP, (B) Hillenbrand’s independent auditor will have withdrawn its audit opinion with respect to any audited financial statements contained in the Required Financial Information, in which case the Marketing Period will not commence or be deemed to commence unless and until a new audit opinion is issued with respect to such audited financial statements (or portion thereof) for the applicable periods by the independent auditor of Hillenbrand or another independent public accounting firm of national standing reasonably acceptable to Parent (it being understood that any “big four” accounting firm will be deemed acceptable), or (C) the Required Financial Information would not be compliant at any time during such period of 13 consecutive business days, in which case the Marketing Period will not commence or be deemed to commence unless and until the Required Financial Information is updated or supplemented so that it is Compliant (it being understood that if the Required

Financial Information provided at the commencement of the Marketing Period ceases to be compliant during such period of 13 consecutive business days, then the Marketing Period will be deemed not to have commenced); provided, further, that, notwithstanding anything to the contrary, the Marketing Period will end on any earlier date on which the Debt Financing or any alternative financing is obtained. If at any time Hillenbrand will in good faith believe that it has provided the Required Financial Information and that the Required Financial Information is compliant, it may deliver to Parent a written notice to that effect (stating when it believes it completed the delivery to Parent of the Required Financial Information that is compliant), in which case, the delivery by Hillenbrand to Parent of the Required Financial Information that is compliant will be deemed to have occurred as of the time of delivery stated in such notice, unless Parent in good faith reasonably believes Hillenbrand has not completed the delivery of the Required Financial Information that is compliant on such date and, within two business days after the date of delivery of such notice, delivers a written notice to Hillenbrand to that effect (stating with specificity which financial statements comprising part of the Required Financial Information Parent reasonably believes Hillenbrand has not delivered and the basis for such belief or how the Required Financial Information is not compliant). Following delivery of the Required Financial Information that is compliant as specified in such notice, the Marketing Period will commence so long as all other conditions and requirements for the Marketing Period to commence are satisfied; provided that such written notice from Parent to Hillenbrand will not prejudice Hillenbrand’s right to assert that the Required Financial Information was, in fact, delivered and is compliant.

The Merger Agreement provides that Hillenbrand will, at the direction of Parent, with immediately available funds provided by Parent at the Effective Time, repay in full the applicable payoff amounts set forth in the Payoff Letters (as defined below) (including, to the extent set forth therein, all amounts necessary to cash collateralize any of the Existing Letters of Credit under the Syndicated L/G Facility Agreement or the Fifth Amended and Restated Credit Agreement, dated as of July 9, 2025, as amended (the “Credit Facility Agreement,” and together with the Syndicated L/G Facility Agreement, the “Facilities”), by and among Hillenbrand, certain of its subsidiaries, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, and to pay fees, expenses, costs, commitment fees, penalties and other amounts payable to the applicable agent or the applicable lenders under the applicable Facility) and, other than to the extent specified in the Payoff Letters, terminate all commitments, obligations and agreements under the Facilities. The Merger Agreement provides that, unless the agent under the applicable Facility has otherwise waived or modified any notice requirements under the applicable Facility, Hillenbrand, at the request of Parent made no later than 10 business days prior to the Merger Closing Date, will provide the advance notice required under each Facility in connection with the foregoing. Hillenbrand will deliver or cause to be delivered to Parent prior to the Merger Closing Date duly executed payoff letters (or local equivalents) (and deliver drafts thereof at least two business days prior to the Merger Closing Date) with respect to any Facility for which Parent has requested repayment and termination of commitments thereunder in accordance with the provisions of the Merger Agreement described in this section, in form and substance reasonably satisfactory to Parent and the financing sources (which we refer to as “Payoff Letters”), which Payoff Letters (or local equivalents) will state (i) the aggregate amount of the obligations of Hillenbrand and its subsidiaries (including unpaid principal, accrued and unpaid interest, prepayment penalties, breakage costs and premiums in connection with the repayment thereof) that will be outstanding thereunder as of the Merger Closing (after taking into account any Required Credit Support), (ii) unless otherwise agreed to by Parent, that upon receipt of the payoff amount set forth therein and the Required Credit Support, the applicable instruments evidencing or giving rise to such indebtedness will be automatically terminated and all liabilities and obligations thereunder of Hillenbrand and its subsidiaries will be satisfied, released and discharged (except for (x) the provisions in such instruments that, by their terms, expressly survive such termination and (y) any Existing Letters of Credit and Required Credit Support contemplated by the applicable Payoff Letter to remain in effect or outstanding following the release of the liens pursuant to the provisions of the Merger Agreement described in clause (iii) below) and (iii) to the extent applicable, that all liens securing such liabilities and obligations thereunder (other than the Required Credit Support) will be, upon the payment of the applicable payoff amount and Required Credit Support, automatically released and terminated. The Merger Agreement provides that, on or prior to the Merger Closing Date, Hillenbrand will deliver or cause to be delivered to Parent all documents described in such Payoff Letters that are necessary to release or evidence the release of the liens pursuant to the provisions of the Merger Agreement described in clause (iii) above, including all relevant financing statements, authorizations and other relevant documents to enable Parent,

Hillenbrand or their respective delegates to make all filings or to take all other appropriate actions in each applicable jurisdiction to release or evidence the release of the liens pursuant to the provisions of the Merger Agreement described in clause (iii) above.

The Merger Agreement provides that Hillenbrand will use its reasonable best efforts upon Parent’s written request to, prior to Merger Closing, reasonably assist Parent in (w) preparing one or more notices of redemption for the outstanding aggregate principal amount of Hillenbrand’s 6.2500% Senior Notes due 2029 (the “2029 Notes”) and/or Hillenbrand’s 3.7500% Senior Notes due 2031 (together with the 2029 Notes, the “Hillenbrand Notes”), which notice of redemption will be expressly conditioned on the occurrence of the Merger Closing, in order to effect a redemption pursuant to the terms of the indenture governing the Hillenbrand Notes (the “Hillenbrand Indenture”), (x) commencing one or more consent solicitations, which solicitation will be expressly conditioned on the occurrence of the Merger Closing, to amend the Hillenbrand Indenture to remove the significant negative covenants therefrom with respect to one or more series of the Hillenbrand Notes then outstanding, (y) preparing an offer to purchase for a Change of Control Offer (as defined in the Hillenbrand Indenture), which offer will be expressly conditioned on the occurrence of the Merger Closing, and commencing one or more Change of Control Offers for one or more series of the Hillenbrand Notes then outstanding, pursuant to the terms of the Hillenbrand Indenture and (z) providing any other cooperation reasonably requested by Parent that is reasonably necessary to facilitate the assumption, redemption or repayment of the Hillenbrand Notes (including, if elected by Parent, (A) the satisfaction and discharge of the Hillenbrand Indenture and/or (B) taking such actions (and using reasonable best efforts to facilitate the trustee in respect of each series of the Hillenbrand Notes to take such actions) as may be required to make effective provision to secure all of the Hillenbrand Notes equally and ratably with the Debt Financing, in each case, pursuant to the Hillenbrand Indenture) effective as of (or at Parent’s election, following) the Effective Time, in each case, other than (A) the payment of funds by Hillenbrand or any of its subsidiaries or affiliates in connection with this paragraph, including, any consent fee, redemption price or any Change of Control Payment (as defined in the Hillenbrand Indenture), entry into one or more supplemental indentures to the Hillenbrand Indenture or satisfaction and discharge of any Hillenbrand Notes or Hillenbrand Indenture, as applicable, and (B) requiring Hillenbrand to cause its counsel to deliver any legal opinions in connection with this paragraph; provided that, in each case, Parent will provide Hillenbrand the opportunity to review and comment on such notices and any other documents in connection with taking the actions pursuant to the provisions of the Merger Agreement described in this paragraph reasonably in advance of their delivery, without Hillenbrand being required to request such documents from Parent, and, after review and consultation, Parent will give reasonable and good faith consideration to reflecting any comments raised by Hillenbrand. The Merger Agreement provides that Hillenbrand will not be required to take any action (i) until Parent has provided forms of any notice of redemption, supplemental indenture, offer to purchase for a Change of Control Offer and other related documents or (ii) if Hillenbrand determines that such action would reasonably be expected to violate the terms of any contract to which Hillenbrand or any of its subsidiaries is a party, including the Hillenbrand Indenture. Under the terms of the Merger Agreement, if at any time prior to the completion of any action contemplated by the provisions of the Merger Agreement described in this paragraph any information in such documentation should be discovered by Hillenbrand or Parent that should be set forth in an amendment or supplement to such documentation, so that such documentation will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, the party that discovers such information will promptly notify the other party, and an appropriate amendment or supplement prepared by Parent (subject to the review of, and comment by, Hillenbrand) describing such information will be disseminated by or on behalf of Hillenbrand to the holders of the applicable series of Hillenbrand Notes and any other relevant parties.

The Merger Agreement requires that Hillenbrand, as promptly as reasonably practicable (and in any event within 10 business days following the first date on which the SEC or the SEC staff has (a) orally or in writing, confirmed that it has no further comments on the preliminary proxy statement relating to the Shareholders’ Meeting (as defined below) or does not intend to review the preliminary proxy statement or (b) not informed Hillenbrand that it will review the preliminary proxy statement), establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting upon the adoption of the Merger Agreement (including any adjournment or postponement thereof, the “Shareholders’ Meeting”) and, as promptly as reasonably practicable following such record date, mail (or cause to be mailed) to the holders of Hillenbrand common stock as of the

record date established for the Shareholders’ Meeting a proxy statement relating to the Shareholders’ Meeting (such date, the “Proxy Date”). The Merger Agreement requires that Hillenbrand duly call, convene and hold the Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Date (and in no event later than the 40th day following the first mailing of the proxy statement to the shareholders of Hillenbrand); provided, however, that Hillenbrand, in its reasonable judgment and following consultation with Parent, will determine the length of any period for the solicitation of proxies from its shareholders.

Under the Merger Agreement, Hillenbrand may (and, on no more than one occasion and for no more than 10 business days, if requested by Parent, will) postpone, recess or adjourn the Special Meeting

Hillenbrand, however, may not postpone, recess or adjourn the Special Meeting pursuant to the provisions described in the second, third and fourth bullet points in the immediately preceding sentence (x) more than two times or (y) for more than 25 business days in the aggregate (for purposes of the foregoing clauses (x) and (y), without counting any postponements, recesses or adjournments effected at the request of Parent), in each case, without Parent’s prior written consent. The Merger Agreement provides that, once Hillenbrand has established a record date for the Shareholders’ Meeting, Hillenbrand will not change such record date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), unless required to do so by applicable law or Hillenbrand’s the articles of incorporation or by-laws. Under the terms of the Merger Agreement, unless the Board of Directors has effected a Change in Recommendation, Hillenbrand must use commercially reasonable efforts to solicit proxies in favor of adoption of the Merger Agreement.

The Merger Agreement provides that, prior to the Effective Time, Hillenbrand will provide Parent, and Parent will provide Hillenbrand, with prompt notice of all Transaction Litigation (as defined below) (including by providing copies of all pleadings with respect thereto) of which such party becomes aware, and keep the other party reasonably informed with respect to the status thereof. Hillenbrand will give Parent the opportunity (at Parent’s expense) to participate in (but not control) the defense and settlement of any Transaction Litigation against Hillenbrand, its subsidiaries or its or their respective officers or directors, and Parent will give Hillenbrand the opportunity (at Hillenbrand’s expense) to participate in (but not control) the defense and settlement of any Transaction Litigation against Parent, its subsidiaries or its or their respective officers or directors, in each case in accordance with the terms of a mutually agreed joint defense agreement. For purposes of the provisions of the Merger Agreement described in this section of this proxy statement, “participate” means that the applicable party (i) will be kept apprised of proposed strategy and other significant decisions with respect to the litigation (to the extent that such disclosure would not result in a waiver of the attorney-client privilege between such party and its counsel (provided, that the applicable party has reasonably cooperated with other party and used commercially reasonable efforts to permit disclosure of such information in a manner that would not result in a waiver of such attorney-client privilege)) and (ii) may offer comments or suggestions with respect to such litigation (which comments and suggestions will be considered in good faith by the receiving party). Hillenbrand and its subsidiaries will not enter into any settlement agreement in respect of any Transaction Litigation without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

“Transaction Litigation” is defined in the Merger Agreement as any proceeding commenced by any person (including by or on behalf of any current or former holder of securities of Hillenbrand) against a party to the

Merger Agreement or any of its subsidiaries or any of its or their respective officers or directors, in each case in connection with, arising from or otherwise relating to or regarding the Merger or any other transaction contemplated by the Merger Agreement, including any such proceeding alleging or asserting any misrepresentation or omission in the proxy statement relating to the Shareholders’ Meeting, any other document required to be filed with the SEC in connection with the Merger or any other communications to the shareholders of Hillenbrand. “Transaction Litigation” does not include any proceedings solely among the parties to the Merger Agreement, Lone Star’s confidentiality and clean team agreements with Hillenbrand, the Limited Guarantee or the Equity Commitment Letter.

In the Merger Agreement, Parent, Merger Sub and Hillenbrand have agreed to, and Hillenbrand has agreed to cause its affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate, as promptly as practicable, the Merger and the other transactions contemplated by the Merger Agreement, including to:

In the Merger Agreement, Parent and Merger Sub agreed to promptly take, and to cause their respective subsidiaries to take, any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any governmental authority so as to enable the parties to close the transactions contemplated by the Merger Agreement, including the Merger, as promptly as practicable, including:

The Merger Agreement provides that any of the actions described in the above three bullet points will be conditioned on the occurrence of the Merger Closing unless otherwise agreed in writing by the parties.

Each of the parties agreed in the Merger Agreement to promptly make and not withdraw (and in no event later than 25 business days following the Merger Agreement) (other than, with Hillenbrand’s prior written consent, not to be unreasonably withheld, conditioned or delayed, one “pull and refile” pursuant to 16 CFR § 803.12) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and each comparable filing or notification that is required to be made with or to the governmental authorities, as described in the section of this proxy statement titled “Proposal 1: Approval of the Merger Agreement—Regulatory Approvals Required for the Merger,” and thereafter promptly make any other required submissions under the HSR Act and any other applicable Antitrust Law, in each case, with respect to the transactions contemplated by the Merger Agreement, including the Merger.

In furtherance and not in limitation of the foregoing or anything else in the covenants in the provisions of the Merger Agreement described in this section, each party agreed to use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the expiration or early termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act and any other Antitrust Law as soon as practicable.

The Merger Agreement provides that, subject to applicable law, each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions with any governmental authority and will cooperate in responding to any inquiry from a governmental authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a governmental authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any governmental authority with respect to the Merger Agreement (other than private or personal information pertaining to any individual applicants, or other materials raising reasonable privilege or confidentiality concerns, which may remain confidential).

The Merger Agreement provides that neither party will have any material communication or meeting (telephonic or in-person) regarding the transactions contemplated by the Merger Agreement with a governmental authority without giving the other party a reasonable opportunity to attend in person or by phone (unless the governmental authority prohibits such other party’s participation or attendance in the communication or meeting).

The Merger Agreement requires that the parties cooperate in good faith and use their reasonable best efforts to (i) as promptly as practicable, and in any event within 10 business days after the date of the Merger Agreement, prepare and file in accordance with the DPA a draft of a joint voluntary notice of the transactions contemplated by the Merger Agreement; as promptly as practicable provide CFIUS with any additional or supplemental information requested by CFIUS with respect to the draft notice; and, as promptly as practicable following receipt of confirmation that CFIUS has no further comment on the draft notice, submit a formal joint voluntary notice in accordance with the DPA (which we refer to as the “CFIUS Notice”) and (ii) after submitting the CFIUS Notice, as promptly as practicable respond to any request for additional information from CFIUS. Any party may, after consultation with the other parties, request an extension of time to respond to CFIUS requests for follow-up information, except that a party may not request any extension that would reasonably be expected to cause CFIUS to reject the CFIUS Notice. The Merger Agreement requires that each party use its reasonable best efforts subject to the terms and conditions of the Merger Agreement to obtain CFIUS Approval as promptly as practicable, including by participating in any pre-filing discussions with CFIUS, allowing each party the opportunity to review in advance and comment on drafts of filings and submissions and to review in advance any communication to CFIUS, subject to confidentiality limitations, keeping each other aware of information or communications received from CFIUS, participating in meetings with CFIUS and taking any other reasonably requested action in furtherance of CFIUS Approval. The Merger Agreement provides that reasonable best efforts on the part of Parent also include promptly taking any and all steps necessary to mitigate national security concerns required by CFIUS in connection with the CFIUS Approval. The Merger Agreement provides that, notwithstanding anything to the contrary in the Merger Agreement, in the event that CFIUS

notifies the parties in writing that CFIUS has recommended or intends to recommend in a report that the President of the United States prohibit the transactions contemplated by the Merger Agreement (i.e., in the event of a CFIUS Turndown), Hillenbrand or Parent may request a withdrawal of the CFIUS Notice filed with CFIUS in connection with the CFIUS Approval, none of the parties will have any further obligation to seek CFIUS Approval, and the Merger Agreement may be terminated in accordance with the termination provision of the Merger Agreement relating to a CFIUS Turndown described below in “—Termination of the Merger Agreement.”

The Merger Agreement contains other covenants, including those relating to access to information; the preparation of this proxy statement and the Special Meeting; anti-takeover statutes and regulations; public announcements; matters related to Section 16 of the Exchange Act; certain obligations in respect of Merger Sub; conduct of business by Parent pending the Merger; the parties’ obligations to notify each other of certain matters; Hillenbrand’s continued control and supervision over its operations prior to the Effective Time; and stock exchange delisting and deregistration.

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by Hillenbrand and Parent at or prior to the Merger Closing Date of the following conditions:

In addition, the respective obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by Parent at or prior to the Merger Closing Date of the following further conditions:

In addition, the obligations of Hillenbrand to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by Hillenbrand at or prior to the Merger Closing Date of the following further conditions:

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the Requisite Shareholder Approval is obtained (except as otherwise expressly noted), as follows:

The Merger Agreement provides that Parent will be entitled to receive a termination fee of $69,000,000 from Hillenbrand (which we refer to as the “Termination Fee”) if the Merger Agreement is terminated:

The Merger Agreement provides that Hillenbrand will be entitled to receive a termination fee of $138,000,000 from Parent (which we refer to as the “Reverse Termination Fee”) if the Merger Agreement is terminated by Hillenbrand pursuant to the Parent Breach Termination Right or the Failure to Close Termination Right, in which event, in each case, Parent will be required to pay, or cause to be paid, to Hillenbrand the Reverse Termination Fee by wire transfer of immediately available funds not later than the second business day following such termination.

The Merger Agreement provides that in no event will either Hillenbrand be required to pay the Termination Fee, or Parent be required to pay the Reverse Termination Fee, on more than one occasion.

Each of the parties to the Merger Agreement acknowledged that (i) the agreements described in the section of this proxy statement titled “—Termination Fees” are an integral part of the transactions contemplated by the Merger Agreement, (ii) each of the Termination Fee and the Reverse Termination Fee is not a penalty, but except

as described in the following two paragraphs, as applicable, is liquidated damages, in a reasonable amount that will compensate Hillenbrand or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating the Merger Agreement and in reliance on the Merger Agreement and on the expectation of the consummation of the transactions contemplated thereby, which amount would otherwise be impossible to calculate with precision and (iii) without those agreements, the parties would not enter into the Merger Agreement; accordingly, if Hillenbrand or Parent, as the case may be, fails to timely pay any amount due pursuant to the provisions of the Merger Agreement described in this section of this proxy statement titled “—Termination Fees” and, in order to obtain such payment, either Parent or Hillenbrand, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in such provisions of the Merger Agreement, such paying party will pay the other party its out-of-pocket costs and expenses (including attorneys’ fees) in connection with such suit (such foregoing amounts, “Collection Costs”; provided that in no event will the Collection Costs exceed $10,000,000).

The Merger Agreement provides that Hillenbrand’s right to receive payment of the Reverse Termination Fee will constitute the sole and exclusive remedy of Hillenbrand and its subsidiaries against Parent, Merger Sub, the Guarantor, the financing sources and any of their respective former, current or future general or limited partners, shareholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Parent Related Parties”) for all damages suffered as a result of the failure of the transactions contemplated by the Merger Agreement to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise (including any fraud, willful breach or intentional breach), and upon payment of such amount, none of the Parent Related Parties will have any further liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement or in respect of any representation made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise, and in such event, Hillenbrand will not seek to recover any money damages (including consequential, indirect or punitive damages, or damages on account of fraud, a willful breach or intentional breach) or obtain any equitable relief from any Parent Related Parties, except that (x) Parent (and the Guarantor pursuant to the terms and conditions of the Limited Guarantee) will also be obligated with respect to (A) Collection Costs and (B) any of its expense reimbursement and indemnification obligations described in the sections of this proxy statement titled “—Directors’ and Officers’ Indemnification and Insurance” or “—Financing Cooperation,” which in the aggregate with the Reverse Termination Fee will not exceed the Cap (as defined in the Limited Guarantee) and (y) obligations with respect to Lone Star’s confidentiality and clean team agreements with Hillenbrand will remain in effect. The Merger Agreement provides that, without limiting the right of Hillenbrand to seek specific performance in accordance with the provisions of the Merger Agreement described in the section of this proxy statement titled “—Specific Performance” or to bring an action under Lone Star’s confidentiality and clean team agreements with Hillenbrand (whether for specific performance, damages or otherwise), the maximum aggregate liability of Parent, Merger Sub and the Guarantor to Hillenbrand for any loss suffered as a result of any breach of the Merger Agreement, the Limited Guarantee or the Commitments Letters (including any fraud, willful breach or intentional breach), or the failure of the Merger or any other transaction contemplated thereby to be consummated, or in respect of any representation made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise, will be limited to the amount of the Reverse Termination Fee (if due and payable) plus the Collection Costs (to the extent due and payable) and any amounts due in respect of the expense reimbursement and indemnification obligations described in the sections of this proxy statement titled “—Directors’ and Officers’ Indemnification and Insurance” or “—Financing Cooperation,” if any, which in the aggregate will not exceed the Cap (as defined in the Limited Guarantee), and in no event will Hillenbrand seek to recover any money damages (including consequential, indirect or punitive damages) in excess of such amount. The Merger Agreement provides that in no event will (I) Hillenbrand or any other Company Related Party be permitted or entitled to receive both (x) a grant of specific performance or other equitable remedies in accordance with the terms and conditions described in the section of this proxy statement titled “—Specific Performance” that results in the Merger Closing being consummated and (y) the payment of the Reverse Termination Fee (and the Collection Costs, as applicable), and (II) Parent be required to pay, or cause to be paid, (x) any money damages (including consequential, indirect or punitive damages, or damages on account of fraud, a willful breach or intentional breach) other than the Reverse Termination Fee (if due and payable) plus the Collection Costs (to the extent due and payable) and any amounts due in respect of the expense reimbursement and indemnification obligations described in the sections of this proxy statement titled “—Directors’ and Officers’ Indemnification and Insurance” or “—Financing Cooperation,” which in the aggregate will not exceed the Cap (as defined in the Limited Guarantee), or (y) the Reverse Termination Fee or

Collection Costs on more than one occasion. The Merger Agreement provides that Hillenbrand irrevocably waives its right to any amounts due and owing under the provisions of the Merger Agreement described in this “—Termination Fees” section in excess of the Cap (as defined in the Limited Guarantee), and none of Parent or the Guarantor will have any payment obligations in respect of the Reverse Termination Fee, the Collection Costs and any amounts due in respect of the expense reimbursement and indemnification obligations described in the sections of this proxy statement titled “—Directors’ and Officers’ Indemnification and Insurance” or “—Financing Cooperation,” in excess of the Cap (as defined in the Limited Guarantee).

The Merger Agreement provides that Parent’s right to receive payment of the Termination Fee will constitute the sole and exclusive remedy of Parent and Merger Sub against Hillenbrand and its subsidiaries and any of their respective former, current or future general or limited partners, shareholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Company Related Parties”) for all damages suffered as a result of the failure of the transactions contemplated by the Merger Agreement to be consummated or for a breach or failure to perform hereunder or otherwise (including any fraud, willful breach or intentional breach), and upon payment of such amount, none of the Company Related Parties will have any further liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement or in respect of any representation made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise, and in such event, neither Parent nor Merger Sub will seek to recover any money damages (including consequential, indirect or punitive damages, or damages on account of fraud, a willful breach or intentional breach) or obtain any equitable relief from any Company Related Parties, except (x) that Hillenbrand will also be obligated with respect to (A) Collection Costs and (B) Lone Star’s confidentiality and clean team agreements with Hillenbrand and (y) to the extent any termination of the Merger Agreement resulted, directly or indirectly, from actual fraud or an intentional breach of the Merger Agreement by Hillenbrand, in which case Parent will be entitled to both the payment of the Termination Fee (to the extent owed) and to any damages, to the extent proven, in respect of such actual fraud or intentional breach.

The parties have agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of the Merger Agreement (including failing to take such actions as are required of them thereunder to consummate the transactions contemplated by the Merger Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties have acknowledged and agreed that, subject to the effects of termination of the Merger Agreement described in the section of this proxy statement titled “—Termination of the Merger Agreement,” the parties (on behalf of themselves and the third parties that are third-party beneficiaries under the Merger Agreement) will be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions thereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties have agreed that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction, specific performance or other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce the terms and provisions of the Merger Agreement will not be required to prove actual harm or provide any bond or other security in connection with any such order, injunction or other relief. Notwithstanding the foregoing, the parties have explicitly agreed that Hillenbrand will be entitled to obtain an injunction, specific performance or other equitable relief, prior to the valid termination of the Merger Agreement, to cause Parent and Merger Sub to cause, or for Hillenbrand to directly cause, the Equity Financing to be funded and the Merger Closing to occur, but only if (i) all of the Closing Conditions set forth in the Merger Agreement described in the first two paragraphs of the section of this proxy statement titled “—Conditions to the Closing of the Merger” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Merger Closing and each of which would then be capable of being satisfied); (ii) the Debt Financing as described in the section of this proxy statement titled “—Debt Commitments” has been funded or will be funded at the Merger Closing if the Equity Financing is funded at the Merger Closing (for purposes of the provision of the Merger Agreement described in this clause (ii), if any amounts committed under any Debt Commitment Letters have been funded into escrow, such amounts will not be considered funded until released from escrow so long as such release is subject to conditions no more onerous than those set forth

in such Debt Commitment Letters); (iii) Parent or Merger Sub has failed to consummate the Merger by the time the Merger Closing is required to have occurred under the Merger Agreement; and (iv) Hillenbrand has irrevocably confirmed in writing to Parent that (A) all of the Closing Conditions set forth in the Merger Agreement described in the third paragraph of the section of this proxy statement titled “—Conditions to the Closing of the Merger” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Merger Closing and each of which would then be capable of being satisfied) and (B) if specific performance is granted and the Financing is funded, then Hillenbrand stands ready, willing and able to consummate the Merger Closing. The Merger Agreement further provides that the election of Hillenbrand to pursue an injunction, specific performance or other equitable relief will not restrict, impair or otherwise limit Hillenbrand from subsequently seeking to terminate the Merger Agreement and seeking to collect the Reverse Termination Fee pursuant to the provisions of the Merger Agreement described in the section of this proxy statement titled “—Termination Fees,” but under no circumstances will Hillenbrand be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Merger Closing, on the one hand, and the payment of the Reverse Termination Fee, on the other hand. The Merger Agreement provides that the parties have agreed that in the event Hillenbrand validly terminates the Merger Agreement pursuant to the provisions of the Merger Agreement described in the section of this proxy statement titled “—Termination of the Merger Agreement,” then, except in respect of the rights of Hillenbrand that expressly survive such termination pursuant to the Merger Agreement, Hillenbrand will not thereafter have the right to an injunction, specific performance or other equitable relief under the Merger Agreement.

The parties agreed that the Merger Agreement may only be enforced, and any proceeding relating to the Merger Agreement may only be made, against the parties that are expressly identified as parties to the Merger Agreement, but that the foregoing will not limit any enforcement or proceeding against a person that is expressly identified as a party to Lone Star’s (or its affiliate’s) confidentiality and clean team agreements with Hillenbrand, the Limited Guarantee or the Equity Commitment Letter, in each case in accordance with their respective terms. The parties further agreed that no related party of Parent or Hillenbrand (other than Parent, Merger Sub and Hillenbrand to the extent set forth in the Merger Agreement and any other person that is expressly identified as a party to Lone Star’s (or its affiliate’s) confidentiality and clean team agreements with Hillenbrand, the Limited Guarantee or the Equity Commitment Letter, to the extent set forth in such agreement or document) will have any liability for any obligations or liabilities of any party to the Merger Agreement under the Merger Agreement or for any proceeding based on, in respect of, or by reason of, the transactions contemplated under the Merger Agreement or in respect of any oral representations made or alleged to be made in connection with the Merger Agreement.

Except as expressly set forth in the Merger Agreement and with respect to the costs and expenses of printing and mailing this proxy statement and all filing and other fees paid to the SEC in connection with the Merger, which will be borne equally by Hillenbrand and Parent, all fees and expenses incurred in connection with the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Merger or any of the other transactions contemplated by the Merger Agreement are consummated; provided that Parent will pay all filing fees in connection with the filings, notifications and report forms under any Antitrust Law in connection with the transactions contemplated by the Merger Agreement, including the Merger (provided, that, for the avoidance of doubt, each of Hillenbrand and Parent will bear its own legal fees incurred in connection with such filings).

The Merger Agreement may be amended by mutual agreement of the parties thereto by action taken by or on behalf of their respective boards of directors at any time before or after receipt of the Requisite Shareholder Approval. The Merger Agreement may not be amended except by an instrument in writing signed by each of the parties thereto.

At any time prior to the Effective Time, subject to applicable law, Hillenbrand, on the one hand, and Parent or Merger Sub, on the other hand, may (a) extend the time for the performance of any obligation or other act of, in the case of Hillenbrand, Parent or Merger Sub, or, in the case of Parent or Merger Sub, Hillenbrand, (b) waive

any inaccuracy in the representations and warranties of, in the case of Hillenbrand, Parent or Merger Sub, or, in the case of Parent or Merger Sub, Hillenbrand, contained in, or in any document delivered pursuant to, the Merger Agreement and (c) waive compliance with any agreement or condition contained in the Merger Agreement. Notwithstanding the foregoing, no failure or delay by Hillenbrand, Parent or Merger Sub in exercising any right under the Merger Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any other right under the Merger Agreement. Any agreement on the part of a party to any extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party.

The Merger Agreement provides that the Merger Agreement and all proceedings (whether based in contract, tort or otherwise) arising out of or relating to the Merger Agreement or the actions of Parent, Merger Sub or Hillenbrand in the negotiation, administration, performance and enforcement thereof, will be governed by, construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, except, notwithstanding the foregoing, (a) matters relating to the fiduciary duties of the Board of Directors will be governed by, and construed in accordance with, the laws of the State of Indiana, (b) to the extent the provisions of the IBCL are mandatorily applicable to the Merger and (c) subject in all respects to the provisions of any other agreement (including the Debt Commitment Letters or any definitive agreement relating to the Debt Financing) between any financing source and any party thereto, all matters relating to any action or claim against any financing source, and all matters relating to the interpretation, construction, validity and enforcement (whether at law, in equity, in contract, in tort, or otherwise) against any of the financing source in anyway relating to the Debt Commitment Letters or the performance thereof or the Debt Financing, will be exclusively governed by, and construed in accordance with, the laws of the State of New York.

Under the Merger Agreement, Hillenbrand has agreed that any proceeding involving any financing source will be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and has agreed that any such action will be governed by New York law except as otherwise provided in the Debt Commitment Letters or other applicable agreement relating to the Debt Financing.

In connection with the Merger Agreement, Parent has obtained the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter, pursuant to which Lone Star has committed to contribute, or cause to be contributed, the Equity Commitment (or such lesser amount that, together with the Debt Financing (or any alternative financing incurred to finance the Merger, if applicable) and any other sources of funds, suffices to fully fund the payment of the Closing Obligations) to Parent at or prior to the Merger Closing, solely to fund the Closing Obligations.

Funding of the Equity Commitment by Lone Star is subject to the terms, conditions and limitations set forth in the Equity Commitment Letter, which include (a) the satisfaction or (to the extent permitted by applicable law) waiver by Parent of all of the Closing Conditions set forth in the Merger Agreement described in the first two paragraphs of the section of this proxy statement titled “—Conditions to the Closing of the Merger” (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver of such conditions at the Merger Closing), (b) the Debt Financing (or any alternative financing incurred to finance the Merger, if applicable) having been funded or the Debt Financing Entities having confirmed in writing that the Debt Financing (or such alternative financing) will be funded at or substantially concurrently with the Merger Closing if the Equity Commitment is funded and (c) the substantially concurrent consummation of the Merger Closing.

The obligation of Lone Star to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Merger Closing in accordance with the terms of the Merger Agreement, after giving effect to the funding of the Equity Commitment, (b) the valid termination of the Merger Agreement in accordance with its terms and (c) the commencement by Hillenbrand or any of its controlled affiliates of any proceeding asserting a claim under or in respect of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated thereby, against Parent, Merger Sub,

Lone Star or certain of their related parties, other than certain expressly permitted claims made pursuant to the terms of such agreements against the parties thereto and subject to the limitations set forth therein.

Hillenbrand is an express third-party beneficiary of the rights granted to Parent under the Equity Commitment Letter solely for the purpose of directly enforcing, or causing Parent to enforce its rights under the Equity Commitment Letter, including Lone Star’s obligation to fund the Equity Commitment through a proceeding seeking specific performance, and then only to the extent that Parent can enforce the Equity Commitment pursuant to the terms of the Equity Commitment Letter.

Subject to the terms and conditions set forth in the Limited Guarantee, Lone Star has guaranteed to Hillenbrand the performance and discharge of the Guaranteed Obligations, if and when due and payable in accordance with the terms of the Merger Agreement, up to a maximum aggregate liability equal to the Cap.

The Limited Guarantee is irrevocable and unconditional, and will not terminate until the earliest to occur of (a) the consummation of the Merger Closing in accordance with the terms of the Merger Agreement, (b) the indefeasible payment of the Guaranteed Obligations in full, or in an aggregate amount equal to the Cap, (c) the date that is 90 days after the valid termination of the Merger Agreement in accordance with its terms, if by such date Hillenbrand has not presented a claim for payment of any of the Guaranteed Obligations to Parent, Merger Sub or Lone Star and (d) if such a claim is asserted within such 90-day period, final resolution of such claim by a final, non-appealable judgment of a court of competent jurisdiction and any applicable payment of the Guaranteed Obligations that the court determines to be payable (or, if earlier, the mutual written agreement of Lone Star and Hillenbrand to terminate the Limited Guarantee).

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Hillenbrand is required to submit a proposal to Hillenbrand shareholders to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Hillenbrand’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. The Compensation Proposal is included in the business of the Special Meeting to satisfy that requirement. The compensation that is the subject of the Compensation Proposal is summarized in the section of this proxy statement titled “Proposal 1: Approval of the Merger Agreement—Interests of Hillenbrand’s Executive Officers and Directors in the Merger.” The Board of Directors encourages you to carefully review the named executive officer Merger-related compensation information disclosed in this proxy statement.

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve the Compensation Proposal and vice versa. Approval by Hillenbrand shareholders of the Compensation Proposal is not a condition to completion of the Merger. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Hillenbrand or Parent. If the Merger Agreement Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Compensation Proposal.

Accordingly, Hillenbrand shareholders are being asked to vote on an advisory (nonbinding) basis on the following resolution:

RESOLVED, that the shareholders of Hillenbrand approve, on an advisory (nonbinding) basis, the compensation that will or may become payable to Hillenbrand’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section titled “Proposal 1: Approval of the Merger Agreement—Interests of Hillenbrand’s Executive Officers and Directors in the Merger” in Hillenbrand’s proxy statement for the Special Meeting.

Assuming a quorum is present, the Compensation Proposal will be approved if the votes cast favoring such approval exceed the votes cast opposing such approval.

Assuming a quorum is present (a) a failure to be represented by proxy or attend the Special Meeting will have no effect on the Compensation Proposal, (b) abstentions will have no effect on the Compensation Proposal and (c) broker non-votes (if any) will have no effect on the Compensation Proposal. Shares of Hillenbrand common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Hillenbrand shareholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Hillenbrand common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares of Hillenbrand common stock will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” the Compensation Proposal.

At the Special Meeting, Hillenbrand shareholders will consider and vote on the Adjournment Proposal, which is a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting to approve the Merger Agreement Proposal. If Hillenbrand shareholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from Hillenbrand shareholders that have previously returned properly executed proxies voting against the Merger Agreement Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, we could adjourn the Special Meeting without a vote on the Merger Agreement Proposal and solicit the holders of those shares to change their votes to votes in favor of the Merger Agreement Proposal. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies would allow Hillenbrand shareholders that have already submitted their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned. Regardless of the results of voting on the Adjournment Proposal, Hillenbrand’s by-laws provide that the chairperson of a meeting of shareholders may adjourn such meeting from time to time, regardless of whether a quorum is present.

Assuming a quorum is present, the Adjournment Proposal will be approved if the votes cast favoring such approval exceed the votes cast opposing such approval.

Assuming a quorum is present (a) a failure to be represented by proxy or attend the Special Meeting will have no effect on the Adjournment Proposal, (b) abstentions will have no effect on the Adjournment Proposal and (c) broker non-votes (if any) will have no effect on the Adjournment Proposal. Shares of Hillenbrand common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Hillenbrand shareholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Hillenbrand common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares of Hillenbrand common stock will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” the Adjournment Proposal.

Hillenbrand’s only class of equity securities outstanding is Hillenbrand common stock. The tables below and the accompanying footnotes provide information regarding the beneficial ownership of Hillenbrand common stock as of November 12, 2025, unless otherwise indicated. As of November 12, 2025, Hillenbrand had 70,504,011 shares of common stock outstanding.

The amounts and percentages of Hillenbrand common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of (or to direct the disposition of) such security. A person is also deemed to be a beneficial owner of any securities as to which that person has a right to acquire such voting power or investment power within 60 days. Securities of which beneficial ownership can be acquired by a person within 60 days are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s ownership percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities in which such person has no economic interest. Percentage computations are based on shares of Hillenbrand common stock outstanding as of November 12, 2025.

The following table sets forth information with respect to the beneficial ownership of Hillenbrand common stock as of November 12, 2025, by each member of the Board of Directors, each of Hillenbrand’s named executive officers, and all directors and executive officers of Hillenbrand as a group. Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to Hillenbrand’s knowledge, sole voting and investment power with respect to the indicated shares of Hillenbrand common stock. In the following table, the amounts and percentages of Hillenbrand common stock beneficially owned do not include shares subject to performance-based restricted stock units the settlement of which is contingent on certification by the Compensation & Management Development Committee of the Board of Directors as to achievement of applicable performance metrics.