Hillenbrand Inc Common Stock

Item 1A. RISK FACTORS

In this section of the Form 10-K, we describe the risks we believe are most important for you to think about when you consider investing in, selling, or owning our securities. This information should be assessed along with the other information we provide you in this Form 10-K and that we file from time to time with the SEC. Like most companies, our business involves risks. The risks described below are not the only risks we face, but these are the ones we currently think have the potential to significantly

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affect stakeholders in our Company if they were to develop adversely (due to size, volatility, or both). We exclude risks that we believe are inherent in all businesses broadly as a function of simply being in business. Additional risks not currently known or considered immaterial by us at this time and thus not listed below could also result in adverse effects on our business.

1.Global market and economic conditions, including those related to the financial markets, could have a material adverse effect on our consolidated results of operations, financial condition, and liquidity.

Our business is sensitive to changes in general economic conditions, both inside and outside the U.Snited States. Instability in the global economy and financial markets can adversely affect our business in several ways, including limiting our customers ability to

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obtain sufficient credit or to pay for our products within the terms of sale. Competition could further intensify among the manufacturers and distributors with whom we compete for volume and market share, resulting in lower net revenue due to steeper discounts and product mix-down. In addition, if certain key or sole suppliers were to become capacity constrained or insolvent, it could result in a reduction or interruption in supplies or a significant increase in the price of supplies.

Substantial losses in the e

2.We may be unable to successfully integrate with the businesses of FPM or Linxis, or other acquired companies, or to realize the anticipated benefits of such acquisitions.

The successes of these acquisitions will depend, in part, on the Companys ability to successfully combine and integrate these and other acquity marketred businesses and realize the anticipated benefits, including synergies, cost savings, revenue and innovation opportunities, and operational efficiencies, in a manner that does not materially disrupt existing customer, supplier, and employee relations, or result in decreased revenue due to losses of, or decreases in orders by, customers. If the Company is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of the Companys could have an adverse effect on the assets of mmon stock may decline.

The integration of these companies may result in material challenges, including, but without limitation:

the diversion of managements attention from ongoing business concerns, and performance shortfalls as a result of the devotion of managements attention to the integration;

managing a larger combined business;

maintaining employee morale and retaining key management and other employees;

retaining existing business and operational relationships, including customers, suppliers and other counterparties, and attracting new business and operational relationships;

the possibility of faulty assumptions underlying expectations regarding the integration process;

consolidating corporate and administrative infrastructures and eliminating duplicative operations;

coordinating geographically separate organizations; and

unanticipated issues in integrating information technology, communications and other systems.

As discussed elsewhere in our risk factors, some of the se factors are outside of the Companys pensicontrol, and any one of them could result in delays, increased costs, decreases in the amount of expected net revenue or synergies, and diversion plans. Volatility of interest rates and negative equity returns could reof managements time and energy, which could materially affect our financial position, consolidated results of operations, and cash flows.

We have incurred substantial expenses in connection with the completion of the acquisitions of FPM and Linxis, and we expect to incur further expenses in order to integrate a large number of processes, policies, procedures, operations, technologies, and systems in connection with these acquisitions.

3.Increasing competition for highly skilled and talented workers, as well as labor shortages, could adversely affect our business.

The successful implementation of our business strategy depends, in part, on our ability to attract and retain a skilled and talented workforce. Because of the complex nature of many of our products and services, we are generally dependent on a thoroughly trained and highly skilled workforce, including, for example, our engineers. In many of the geographies where we operate, we face a potential shortage of qualified employees.

A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, and government regulations. Although we have not experienced any material labor shortages to date, the labor market has become increasingly competitive. The increasing competition for highly skilled and talented employees could result in higher compensation costs, difficulties in maintaining a capable workforce, and leadership succession planning challenges. Although we believe we will be able to attract and retain talented personnel and replace key personnel should the need arise, if

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we are unable to hire and retain employees capable of performing at a high-level, or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, have unintended negative effects, our business could be adversely affected. A sustained labor shortage, lack of skilled labor, or increased turnover or labor inflation could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently operate our manufacturing and distribution facilities and overall business and have other material adverse effects on our business, financial condition, and consolidated results of operations.

4.Sustainability-related regulations could adversely impact the Company's reputation, consolidated results of operations, financial condition, and liquire greater contributions to dity.

Sustainability-related regulations could require the Company to change its manufacturing processes or obtain substitute materials that may cost more or be less available for its manufacturing operations. For example, various jurisdictions in which the defined benefit plans in the future.

2Company does business have implemented, or in the future could implement or amend, a tax on carbon emissions or restrictions of greenhouse gases. Regulations on energy management and material management and other rules and regulations to address climate change and other sustainability-related risks may increase the Companys expenses and adversely affect its consolidated results of operations. Any future increased regulatory activity relating to these matters could expand the nature, scope, and complexity of matters that the Company is required to control, assess, and report. If environmental laws or sustainability regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements upon the Company, this could impact suppliers, customers, products, or consolidated results of operations. Further, any failure to comply with sustainability-related regulations with respect to environment, supply chain, or governance matters may adversely impact our reputation, business, consolidated results of operations, financial condition, and liquidity.

5.The performance of the Company may suffer from business disruptions associated with information technology, cyber-attacks or unauthorized access, or catastrophic losses affecting infrastructure.

The Company relies heavily on computer systems to manage and operate its businesses and record and process transactions. Computer systems are important to production planning, customer service, and order management, as well as other critical processes.

Despite efforts to prevent such situations and the existence of established risk management practices that partially mitigate these risks, the Companys systems may be affected by damage or interruption from, among other causes, power outages, system failures, or computer viruses. Computer hardware and storage equipment that is integral to efficient operations, such as email, telephone and other functionality, is concentrated in certain physical locations in the various geographies in which the Company operates.

In addition, cybersecurity threats and sophisticated computer crime pose a potential risk to the security of the Companys information technology systems, operational technology systems, networks, and services, as well as the confidentiality and integrity of the Companys data. Cyber-attacks, security breaches, and other cyber incidents could include, among other things, computer viruses, malicious or destructive code, ransomware, social engineering attacks (including phishing and impersonation), hacking, denial-of-service attacks, and other attacks. These risks may be heightened given our employees increased use of remote working environments. Sensitive information is also stored by our vendors and on the platforms and networks of third-party providers. Cyber-attacks on the Company, our vendors, or our third-party providers of service and software could result in inappropriate access to intellectual property, personally identifiable information of our global workforce, suppliers, or customers, or personal credit card or other payment information of our customers. Potential consequences of a successful cyber-attack or other cybersecurity incident include remediation costs, increased cybersecurity protection costs, lost revenue resulting from the unauthorized use of proprietary information or the failure to retain or attract customers following an attack, litigation and legal risks including governmental or regulatory enforcement actions, increased insurance premiums, reputational damage that adversely affects customer or investor confidence, and damage to the Companys competitiveness, stock price, and long-term shareholder value. The Company has been subject to cyber-attacks and unauthorized access in the past, which it deemed immaterial to its business and operations, and may be subject to cyber-attacks or unauthorized access of its systems in the future. There can be no assurance that any future cyber-attacks or unauthorized access to the Companys information systems will not be material to the Companys business, operations, or financial condition. While we believe that our insurance plan provides appropriate levels of coverage for cyber risks and have taken steps to address these risks by implementing enhanced security technologies, internal controls, and business continuity plans, these measures may not be adequate to cover or prevent all potential losses nor remedy related damage to our reputation.

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Regulators globally are increasingly imposing greater fines and penalties for privacy and data protection violations. For example, the European Union and other jurisdictions, including China and some U.S. states, have enacted, and others may enact, new and expanded sets of compliance requirements on companies, like ours, that collect or process personal data. Failure to comply with these or other data protection regulations could expose us to potentially significant liabilities. If the Company suffers a loss or disclosure of protected information due to security breaches or other reasons, and if business continuity plans do not effectively address these issues on a timely basis, the Company may incur fines or penalties, or suffer interruption in its ability to manage operations, as well as reputational, competitive, or business harm, which could have a material adverse effect on our business, financial condition, and consolidated results of operations.

3.A diseaThe development and use outbreak, such as the COVID-19 pandemic, or of artificial technologies are still in ther health crisiir early stages, could have a materand we are in the initial adverphase effect onof incorporating artificial intelligence into our business and consolidated . Artificial intelligence presulents of operations, the nature and extenrisks and challenges that could adversely impact of which are highly uncertain and unpredictable.

We have global operations, and ur business. The legal and regulatory landscape surrounding artificial intelligence technologies is rapidly evolving and uncertain, including in the COVID-19 pandemic or other widespread pareas of intellectual property, cybersecurity, privacy, andemic, disease outbreak, or other health crisis, and the various government, data protection. Compliance with new or changing laws, regulations, or industry stand consumer actionards related thereto, including mandated or voluntary shutdowns, could have negative impacts on oing to artificial intelligence may impose significant costs and may limit our business and have createdability to develop, deploy, or could create oruse artificial intensify adverse conditions described in our other risk factors. These impacts alligence technologies. Failure to appropriately respond conditions include, but to this evolving landscape may not beresult in legal limited to, potentiability, regulatory action, or brand and reputational harm.

6.We have a significant volatility oramount of decreases

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ibt, which could adversely affect the Compan demy and for our products,limit our ability to respond to changes in customeour behaviusiness or and preferences, disrupmake future desirable acquisitions in or closures of .

As of September 30, 2024, our manufacturoutstanding operations or those of our customers and suppliers, disruptions within our supply chain, limitatidebt was $1,893.0, and this amount could increase if additional levels of liquidity are needed. This amount of debt (and additional debt we may incur) has important cons onequences to our employees ability to work and travel, potential increasedbusinesses. For example:

We may be more vulnerabilityle to cybgeneral adversecurity incidents, economic and including breaches of information systems securdustry conditions, because we have lower borrowing capacity that could .

We may be duerequired to widespread remote working arrangededicate a larger portion of our cash flow from operations to payments or other conditions, potential financial difficulties of customers and suppliern our indebtedness, thereby reducing the availability of our cash flow for other purposes, significant changes in economic or political condincluding business development efforts and acquisitions, includworking rcapidly changing governtal requirement orderss, and regulations and our effortscapital expenditures.

We could be exposed to comply with them, and relatthe risk of increased financial and commodity volatility,interest rates, because our capital structure target normally including volatility in raw matees a component of varial and other input costs (including but not limitble rate debt in addition to fixed to oil prices), any of which could last for extended periods. Disruption caused by a pandemicrate debt.

We may be more limited in our flexibility in planning for, or reacting to, changes in our businesses and the Companys response thereto could also increaseindustries in which they operate, the Companys exposure to claims from customers, suppliers, financial institutions, regulareby placing us at a competitive disadvantage compared to competitors, payment card associations, employees and others, and that may have less indebtedness.

We may be vulnerable to other workforce related risks, any ofcredit rating downgrades, which could have a material adverse effectn impact on our ability to secure future financing on the Companys financial conerms commercially acceptable to us, to access the credition and results of operations.

Despicapital markets, or to negotiate our efforfavorable covenants to manage through a widespread pandemic, disease outbreak,in any future amendments to our financial documents or other health crisis, the degrenew financings.

7.If we are unable to which comply with the financial and othese er covenants ultimately impactin our debt agreements, our business, financial poscondition, results of operations, and cash flows may depend on certain factors beyond our controland liquidity could be materially adversely affected.

Our credit arrangements, including the duration, spread,Amended Credit Agreement and severithe Amended L/G Facility of the evAgreement, the actions taken to (each as defined below) contain the event and mitigate its public health effects, the impact on the U.S. and global economies and demand for our products, and how quickfinancial and other restrictive covenants. These covenants could adversely and to what extent normal economicffect us by limiting our financial and operating conditions resume or become impacted by long-lasting changes. The extentflexibility as well as our ability to plan for and react to which a disease outbreakmarket conditions, including COVID-19, or any other health crisis, could impact our business cannot be predicted with as a result of global financial, socioeconomic, and political uncertainty.

4.Increasing competiti and the effect on for highly skilledour business, and talented workers, as well as labor shortages,o meet our capital needs. Our failure to could adversely affect our business.

The successful implementationmply with these covenants could result in events of our business strategy depends default which, in part, on our ability to attract and retain a skilled and talented workf not cured or waived, could result in us being required to repay indebtedness beforce. Because of the complex nature of many of our products and servie its due date, and we may not have the financial resources, we are generally dependent on a thoroughly trained and highly skilled workforce, includ or be able to arrange alternative financing, for example, our engineers. In many of to do so. Any event the geographies where we operate, we face a potential shortage of qualified employees.

A number of factors may adversely affect the laat requires us to repay any of our debt before it is due could require us to borrow additional amounts at unfavorable bor force available to us or increase labor costs,rowing terms, cause a significant reduction including high employment levels, and government regulations. Although our liquidity, and impair our ability to pay amounts due on our indebtedness. Moreover, if we have not experienced any material labor shortages to date, the labor market hasare required to repay any of our debt before it become increasingly competitive. The increasing competition for highly skilled and talented employees could result in higher compensation costs, difficulties in maintaining a capable workforce, and leadership sucs due, we may be unable to borrow or draw additional amounts under the Amended Credit Agreement and Amended L/G Facility Agreement or otherwise obtain the cash necession planning challenges. Although we believe we will be able to attract and retain talented personnel and replace key personnel should ary to repay that additional debt when due, which could materially adversely affect our business, financial condition, and liquidity. Furthe need arise, if rmore, interest rates we are unable to hirepay on our borrowings and retain employees capable of performing at a high-level, or if mitigation measures we may take to respond to a deour ability to borrow or draw under the Amended Credit Agreement and Amended L/G Facility Agreement or any other crease in labor availabdit facility, such as overtime and in third-party outsourcing, have unintended negative effects, e future, or pursuant to other available sour businessces, could be adversely affected. A sustained labor shortage, lack of skilled labor, or increased  by matters including market volatility, economic downturnoves, or or labther instability or inflation could lead touncertainty. In addition, increased costs, such as increased overtime light of the impacts to our ability to meet demand and increased wage rates to attract generate cash from operations during periods of global financial, socioeconomic, and repolitical uncertain employees, which couldty, our results may be further negatively affect impacted by our ability to efficiently operate opayment obligations (including interest) with respect to our manufacturoutstanding borrowing and distribution facilits under our credit arrangements.

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8.A dies and overall business ansease outbreak, a pandemic, or other health crisis, could have othera material adverse effects on our business, financial condition, and  and consolidated results of operations.

5.Increasing environmental regula, the nature and extent of which are highly uncertain and unpredictable.

We have global operations, and industry sta widespread pandards, as well as physical emic, disease outbreak, or other health crisks of climate change, could adis, and the various goversely impact the Company's cnment, industry and consumer actionsolid related results of operations, financial condition, thereto, including mand liquidity.

New environmeated or voluntal-related regulationsry shutdowns, could require the Cohave negative impany to change its manufacturing processescts on our business and have created or could create or obtain substitute materials that may cost more or be less available for its manuintensify adverse conditions described in our other risk facturing operationors. For example, various jurisdicThese impacts and conditions in which the Company does business have implemenclude, but may not be limited, or in the future could implement to, potential significant volatility or amend, a tax on carbon emissions or restrictions of greenhouse gases. Reguladecreases in demand for our products, changes in customer behavior and preferences, disruptions on energyin or closures of our management and material management and other ruleufacturing operations or those of our customers and regulasuppliers, disruptions to address cwithin our supply chain, limate change and otheitations on our environmental risks may increase the Companys expenses and adversely affect its consolidated resultsmployees ability to work and travel, potential increased vulnerability to cybersecurity incidents, including breaches of operinformations. In addition, systems security the physical risks of climaat could be due to widespread remote change are highly uncertain and mayworking arrangements or other conditions, potential financial differ in the geographic regions in which the Company operates. These physiculties of customers and suppliers, significant changes in economic or political risks may impact the availability and cost of materials, sourceconditions, including rapidly changing government orders and supply of energy, or product demregulations and our efforts to comply with them, and and manufacturing,related financial and couldmmodity volatility, increaseluding volatility insurance raw material and other operatinginput costs. Any future increased worldwide regulatory activity relating to climate change (including but not limited to oil prices), any of which could last for expand the nature, scope,tended periods. Disruption caused by a pandemic and cthe Complexity of matters thatanys response thereto could also increase the Company is requireds exposure to control, asseslaims from customers, suppliers, and report. If environfinancial institutions, regulators, paymental laws or regul card associations or industry st, employees and others, andards are either changed or adopted and impo to other workforce related risks, any of which could have a material adverse significant operationeffect on the Companys financial restricconditions and complianceonsolidated requiremensults upon the Company, its suppliers, iof operations.

Despite our efforts customers or its products, or if the Companys operations are disrupted dueto manage through a widespread pandemic, disease outbreak, or other health crisis, the degree to physical impacts of clwhich these events ultimate change, its customerly impact our business, or its suppliers, the Companys business,financial position, consolidated results of operations, and financial conditicash flows may depend on could be adversely impacted. Further, any failure to adequately address stakeholder expectaertain factors beyond our control, including the duration, spread, and severity of the event, the actions ortaken to achicontain the event announced ind mitiatives or goals wigate its public health respeffect to environmental, social s, the impact on the U.S. and global economies and demand governance matters may adverselyfor our products, and how quickly and to what extent normal economic and operating conditions resume or become impact our reputation, business, consolidated results of operationed by long-lasting changes. The extent to which a disease outbreak, or any other health crisis, financial condition, and liquidicould impact our business cannot be predicted with certainty.

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69.Increased prices for, poor quality of, or extended inability to source raw materials used in our products or associated services, or supply chain disruptions, could adversely affect profitability.

Our profitability is affected by the prices of the raw materials used in the manufacture of our products. These prices fluctuate based on a number of factors beyond our control, including changes in supply and demand, general economic conditions, labor costs, fuel-related delivery costs, competition, import duties, tariffs, currency exchange rates, and, in some cases, government regulation. Significant increases in the prices of raw materials, similar to the inflationary increases we have experienced recentlyin the past, that cannot be recovered through increases in the price of our products and services could adversely affect our consolidated results of operations and cash flows.

We cannot guarantee that the prices we are paying for raw materials today will continue in the future or that the marketplace will continue to support current prices for our products or that such prices can be adjusted to fully or partially offset raw material price increases in the future. Any increases in prices of these or other commodities or services could adversely affect our profitability. We do not engage in hedging transactions for raw material purchases, but we do enter into some fixed-price supply contracts, in an attempt to delay or suppress the impacts of higher prices in the market.

Our dependency upon regular deliveries of supplies and the quality of those supplies upon delivery from particular suppliers means that interruptions, stoppages, or deterioration of quality in such deliveries could adversely affect our operations until arrangements with alternate suppliers could be made. Some of the raw materials used in the manufacture of our products currently are procured from a single source. In some cases, we also outsource certain services to suppliers, including but not limited to, engineering, assembly, shipping, and commissioning services. If a supplier were unable to deliver these materials or services, or unable to deliver quality materials or services, for an extended period of time as a result of financial difficulties, catastrophic events affecting their facilities, or other factors, including recent supply chain disruptions we have experienced, or if we were unable to negotiate acceptable terms for the supply of materials or services with these suppliers, our business could be adversely affected. We may not be able to find acceptable alternatives, and any such alternatives could result in increased costs. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, increases in duties or tariff costs, disruptions in transportation, severe weather, the occurrence or threat of wars or other conflicts, or any other reason, could have an adverse effect on our financial condition, consolidated results of operations, and cash flows. Extended inability to source a necessary raw material or service could cause us to cease manufacturing one or more products for a period of time, which could also lead to loss of customers, as well as reputational, competitive, or business harm, which could have a material adverse effect on our business, financial condition, and consolidated results of operations.

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710.Uncertainty in United States global trade policy c and risks with governmental instability in parts of the world such as Germany could negatively impact our business.

The U.S. government has at times indicated a willingness to significantly change, and has in some cases significantly changed, trade policies and/or agreements. Specific legislative and regulatory developments and proposals that could have a material impact on us involve matters including (but not limited to) changes to existing trade agreements or entry into new trade agreements, sanctions policies, import and export regulations, tariffs, taxes and customs duties, public company reporting requirements, environmental regulation, and antitrust enforcement. In addition, certain countries that are central to our businesses have imposed and/or been subject to imposition or have threatened imposition of retaliatory tariffs in response to tariffs imposed by the U.S. upon various raw materials and finished goods, including steel and others that are important to our businesses. This e, along with recent governmental instability in parts of the world such as Germany, exposes us to risks of disruption and cost increases in our established patterns for sourcing our raw materials, and creates increased uncertainties in planning our sourcing strategies and forecasting our margins. Changes in U.S. tariffs, quotas, trade relationships or agreements, or tax law could reduce the supply of goods available to us or increase our cost of goods. Although such changes would in many cases have implications across the entire industry, we may fail to effectively adapt to and manage the adjustments in strategy that would be necessary in response to those changes. In addition to the general uncertainty and overall risk from potential changes in U.S. laws and policies, as we make business decisions in the face of uncertainty, we may incorrectly anticipate the outcomes, miss out on business opportunities or fail to effectively adapt our business strategies and manage the adjustments that are necessary in response to those changes. These risks could materially and adversely impact our business, consolidated results of operations, and financial condition in the periods to come.

811.International economic, political, legal, and business factors could negatively affect our operatingconsolidated results of operations, cash flows, financial condition, and growth.

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We derived approximately 6259%, 672%, and 687% of our net revenue from our operations outside the U.S. for the years ended September 30, 20234, 20223, and 20212, respectively. This net revenue was primarily generated in Europe, the Middle East, Asia, South America, and Canada. In addition, we have manufacturing operations, suppliers, and employees located outside the U.S. Since our growth strategy depends in part on our ability to further penetrate markets outside the U.S., we expect to continue to increase our revenue and presence outside the U.S., including in emerging markets.

Our international business is subject to risks that are often encountered in non-U.S. operations, including:

interruption in the transportation of materials to us and finished goods to our customers, including conditions where recovery from natural disasters may be delayed due to country-specific infrastructure and resources;

threat of wars or other conflicts;

differences in terms of sale, including payment terms;

local product preferences and product requirements;

changes in a countrys or regions political or economic condition, including with respect to safety and health issues;

trade protection measures and import or export licensing requirements;

unexpected changes in laws or regulatory requirements, including unfavorable changes with respect to tax, trade, sanctions compliance, or climate change related matters;

limitations on ownership and on repatriation of earnings and cash;

difficulty in staffing and managing widespread operations;

differing labor regulations;

difficulties in enforcing contract and property rights under local law;

difficulties in implementing restructuring actions on a timely or comprehensive basis; and

differing protection of intellectual property.

Such risks may be more likely or pronounced in emerging markets, where our operations may be subject to greater uncertainty due to increased volatility associated with the developing nature of their economic, legal, and governmental systems.

If we are unable to successfully manage the risks associated with expanding our global business or to adequately manage operational fluctuations, it could adversely affect our business, financial condition, or consolidated results of operations.

9.We have a significant amount of debt, which could adversely affect the Company and limit our ability to respond to changes in our business or make future desirable acquisitions.

As of September 30, 2023, our outstanding debt was $2,010.1, and this amount could increase if additional levels of liquidity are needed. This amount of debt (and additional debt we may incur) has important consequences to our businesses. For example:

We may be more vulnerable to general adverse economic and industry conditions, because we have lower borrowing capacity.

We may be required to dedicate a larger portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes, including business development efforts and acquisitions, working capital requirements, and capital expenditures.

We could be exposed to the risk of increased interest rates, because our capital structure target normally includes a component of variable rate debt in addition to fixed rate debt.

We may be more limited in our flexibility in planning for, or reacting to, changes in our businesses and the industries in which they operate, thereby placing us at a competitive disadvantage compared to competitors that may have less indebtedness.

We may be vulnerable to credit rating downgrades, which could have an impact on our ability to secure future financing on terms commercially acceptable to us, to access the credit and capital markets, or to negotiate favorable covenants in any future amendments to our financial documents or new financings.

10.If we are unable to comply with the financial and other covenants in our debt agreements, our business, financial condition, and liquidity could be materially adversely affected.

Our Credit Agreement and the L/G Facility Agreement (each as defined below) contain financial and other restrictive covenants. These covenants could adversely affect us by limiting our financial and operating flexibility as well as our ability to plan for and react to market conditions, including as a result of global financial, socioeconomic, and political uncertainty and

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the effect on our business, and to meet our capital needs12. Our failure to comply with these covenants could result in events of default which, if not cured or waived, could result in us being required to repay indebtedness before its due date, and we may not have the financial resources or be able to arrange alternative financing to do so. Any event that requires us to repay any of our debt before it is due could require us to borrow additional amounts at unfavorable borrowing terms, cause a significant reduction in our liquidity, and impair our ability to pay amounts due on our indebtedness. Moreover, if we are required to repay any of our debt before it becomes due, we may be unable to borrow or draw additional amounts under the Credit Agreement and L/G Facility Agreement or otherwise obtain the cash necessary to repay that additional debt when due, which could materially adversely affect our business, financial condition, and liquidity. Furthermore, interest rates we pay on our borrowings and our ability to borrow or draw under the Credit Agreement and L/G Facility Agreement or any other credit facility in the future, or pursuant to other available sources, could be adversely affected by matters including market volatility, economic downturns, or other instability or uncertainty. In addition, in light of the impacts to our ability to generate cash from operations during periods of global financial, socioeconomic, and political uncertainty, our results may be further negatively impacted by our payment obligations (including interest) with respect to our outstanding borrowings under the Facility and our other credit agreements (each as defined below).

11.We may be unable to successfully integrate with the businesses of FPM or Linxis, or other acquired companies, or to realize the anticipated benefits of such acquisitions.

The successes of these acquisitions will depend, in part, on the Companys ability to successfully combine and integrate these and other acquired businesses and realize the anticipated benefits, including synergies,operate in highly cost savings, revenue and innovation opportunities, and operational efficiencies, in a manner that does not materially disrupt existing customer, supplier, and employee relations, or result in decreased revenue due to losses of, or decreases in orders by, cmpetitive industomers. If the Company is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fullries, many or at all, or may take longer to realize than expected, and the value of the Companys common stock may decline.

The integration of these companies may result in material challenges, including, without limitation:

the diversion of managements attention from ongoing business concerns, and performance shortfalls as a result of the devotion of managements attention to the integration;

managing a larger combined business;

maintaining employee morale and retaining key management and other employees;

retaining existing business and operational relationships, including customers, suppliers and other counterparties, and attracting new business and operational relationships;

the possibility of faulty assumptions underlying expectations regarding the integration process;

consolidating corporate and administrative infrastructures and eliminating duplicative operations;

coordinating geographically separate organizations; and

unanticipated issues in integrating information technology, communications and other systems.

As discussed elsewhere in our risk factors, some of these factors are outside of the Companys control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenue or synergies, and diversion of managements time and energy, which could materially affect our financial position, consolidated results of operations, and cash flows.

We have incurred substantial expenses in connection with the completion of the acquisitions of FPM, Linxis, Herbold and Peerless, and we expect to incur further expenses in order to integrate a large number of processes, policies, procedures, operations, technologies, and systems in connection with these acquisitions.

12.We operate in highly competitive industries, many of which are currently subf which are currently subject to intense price competition, and if we are unable to compete successfully, it could have a material adverse effect on our business, financial condition, and consolidated results of operations.

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Many of the industries in which we operate are highly competitive. Our products may not compete successfully with those of our competitors. The markets for plastic processing equipment and related products, material handling equipment, complete equipment systems, and mold components, are highly competitive and include a number of North American, European, and Asian competitors. Principal competitive factors in the plastic processing industry, material handling equipment, and complete equipment systems include price, lead time, product features, technology, total cost of ownership, performance, reliability, quality, delivery, and customer service. Principal competitive factors in the mold components industry include technology, price, quality, performance, and delivery.

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Our competitors may be positioned to offer more favorable pricing to customers, resulting in reduced volume and profitability. In certain cases, we have lost business to competitors who offered prices lower than ours. Competition may also limit our ability to pass on the effects of increases in our cost structure. In addition, some of our competitors may have greater financial resources and less debt than we do, which may place us at a competitive disadvantage in the future. These competitors may be better able to withstand and respond to changes in conditions within our industry.

Additionally, the Companys competition in any oors may adopt new technologies and technological advancements using artificial intelligence and machine learning to pursue new products and services more quickly, successfully and effectively than the Company.

Competition in any of these areas may reduce our sales and adversely affect our earnings or cash flow by resulting in decreased sales volumes, reduced prices, and increased costs of manufacturing, distributing, and selling our products. 

13.We operate in cyclical industries.

As an industrial capital goods supplier, we serve industries that are cyclical and sensitive to changes in general economic conditions, such as packaging, automotive, construction, consumer goods, electronics, chemicals, and plastics industries. The performance of many of our businesses is directly related to the production levels of our customers. In particular, prices for plastic resins used to make plastic products and parts tend to fluctuate to a greater degree than our customers can adjust for in the pricing of their products. When resin prices increase, certain of our customers profit margins decrease, which may result in lower demand for our products. Therefore, our business is affected by fluctuations in the price of resin, which could have an adverse effect on our business and ability to generate operating cash flows.

During periods of economic expansion, when capital spending normally increases, our businesses generally benefit from greater demand for our products. During periods of economic contraction, when capital spending normally decreases, they generally are adversely affected by declining demand for new equipment orders, and may be subject to increases in uncollectible receivables from customers who become insolvent. There can be no assurance that economic expansion or increased demand will be sustainable, and our financial condition, consolidated results of operations, and cash flows could be materially adversely affected.

14.A key component of our growth strategy is making significant acquisitions, some of which may be outside the industries in which we currently operate. We may not be able to achieve some or all of the benefits that we expect to achieve from these acquisitions. If an acquisition were to perform unfavorably, it could have an adverse impact on our business and consolidated results of operations.

All acquisitions, including the FPM, and Linxis, Herbold, and Peerless a acquisitions, involve inherent uncertainties, which may include, among other things, our ability to:

successfully identify the most suitable targets for acquisition;

negotiate reasonable terms;

properly perform due diligence and determine all the significant risks associated with a particular acquisition;

successfully achieve the desired performance of the acquired company;

avoid diversion of Company managements attention from other important business activities; and

where applicable, implement restructuring activities without an adverse impact to business operations.

We may acquire businesses with unknown liabilities, contingent liabilities, internal control deficiencies, or other risks. We have plans and procedures to review potential acquisition candidates for a variety of due diligence matters, including compliance with applicable regulations and laws prior to acquisition. Despite these efforts, realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position, or cause us to fail to meet our public financial reporting obligations.

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We generally seek indemnification covering these matters from sellers covering or othese matterr sources including insurance policies; however, the liability of the sellers or other sources is often limited, and certain former owners may be unable to meet their indemnification responsibilities. We cannot be assured that these indemnification provisions will fully protect us, and as a result we may face unexpected liabilities that adversely affect our profitability and financial position.

We may not achieve the intended benefits of our acquisitions. Under such circumstances, management could be required to spend significant amounts of time and resources in the transition of the acquired business, and we may not fully realize benefits anticipated from key initiatives, including the application of the HOM. We may also decide to sell previously acquired businesses, or portions thereof, that no longer meet our strategic objectives, potentially resulting in a loss, accounting charge, or other negative impact. As a result of these factors, our business, cash flows, and consolidated results of operations could be materially impacted.

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If we acquire a company that operates in an industry that is different from the ones in which we currently operate, our lack of experience with that companys industry could have a material adverse impact on our ability to manage that business and realize the benefits of that acquisition.

15.We have completed several divestitures, including the recent divestiture of our historical Batesville reportable operating segment, and we continually assess the strategic fit of our existing businesses. We may divest or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment, and we cannot be certain that our business, consolidated results of operations, and financial condition will not be materially and adversely affected.

A successful divestiture depends on various factors, including reaching an agreement with potential buyers on terms we deem attractive, as well as our ability to effectively transfer liabilities, contracts, facilities, and employees to any purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs previously associated with the divested assets or business, and collect the proceeds from any divestitures. These efforts require varying levels of management resources, which may divert our attention from other business operations. If we do not realize the expected benefits of any divestiture transaction or experience unexpected costs or similar risks, our consolidated financial position, consolidated results of operations, and cash flows could be negatively impacted. In addition, divestitures of businesses involve a number of risks, including significant costs and expenses, the potential loss of or changes to customer, employee, or supplier relationships, potential adverse impacts to volume-based pricing under existing and future purchasing arrangements, and a decrease in net revenue and earnings associated with the divested business. Furthermore, any divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impact from the associated loss of revenue, and may also result in significant write-offs, including those related to goodwill and other intangible assets, any of which could have a material adverse effect on our consolidated results of operations and financial condition.

In addition, divestitures, in particular the recent divestiture of our historical Batesville reportable operating segment, potentially involve significant post-closing separation and transition activities, which could involve the expenditure of material financial resources and significant employee resources. These activities may require diversion of significant capital and other resources that otherwise could have been used in our business operations. There can be no assurance that divestitures, including the historical Batesville reportable operating segment divestiture, will be ultimately beneficial to us or have a positive effect on shareholder value.

16.Goodwill and other identifiable indefinite-lived intangible assets, which are subject to periodic impairment evaluations, represent a significant portion of our total assets. An impairment charge on these assets could have a material adverse impact on our financial condition and consolidated results of operations.

We maintain intangible assets related to the acquisitionsa number of Burnaby Machine and Mill Equipment Ltd. (BMM), Coperion, FPM, Gabler, Herbold, K-Tron, Linxis, Milacron, Peerless, and Rotex, historical acquisitions, portions of which were identified as either goodwill or indefinite-lived assets. We periodically assess these assets to determine if they are impaired. Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets, divestitures, and market capitalization declines may impair these assets, and any of these factors may be increasingly impactful during a period of ongoing global supply chain disruption or macroeconomic uncertainty.

As required by applicable accounting standards, we review goodwill and other identifiable intangible assets for impairment either annually or whenever changes in circumstances indicate that the carrying value may not be recoverable. The risk of impairment to goodwill and other indefinite-lived intangible assets is generally higher during the early years following an acquisition, because the fair values of these assets align very closely with what we paid to acquire them. As a result, and especially if the acquired business is a separate reporting unit, the difference between the carrying value of the reporting unit and its fair value (typically referred to as headroom) is smaller at the time of acquisition. If the acquired business is included

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in an existing reporting unit, this impact often can be less significant. In any case, until this headroom grows over time, due to business growth or lower carrying value of the reporting unit, a small decline in reporting unit fair value may trigger impairment charges. When impairment charges are triggered, they tend to be material due to the size of the assets involved. Future acquisitions could present these same risks as with the acquisitions we have made to date.

Any charges relating to such impairments co, similar to those recorded for the year ended September 30, 2024, could adversely affect our consolidated results of operations in the periods recognized.

17.We derive significant net revenue from the plastics industry. Decrease in demand for base resin or engineering plastics or equipment used in the production of these products, changes in technological advances, or changes in laws or

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regulations could have a material adverse effect on our business, financial condition, and consolidated results of operations.

The majority of net revenue from our Molding Technology Solutions reportable operating segment is realized from the manufacture, distribution, and service of highly engineered and customized systems within the plastic technology and processing market. Advanced Process Solutions also sells equipment, including highly engineered extruders, feeders, and conveying systems, to the plastics industry for the production of base resins, durable engineering grade plastics, and other compounded plastics (including bioplastics and recycled plastic product). Sales volume is dependent upon the need for equipment used to produce these products, which may be significantly influenced by the demand for plastics, the capital investment needs of companies in the plastics industry, changes in technological advances, or changes in laws or regulations such as, but not limited to, those related to single-use plastics, expanded-polystyrene and polystryrene foams, extended producer responsibility, content requirements for products, recycled content requirements, and reduction mandates. Unfavorable developments in the plastics industry could impact our customers and, as a result, have a material adverse effect on our business, financial condition, and consolidated results of operations.

18.Changes in  economic conditions, food consumption patterns due to dietary trends, economic conditions, oor other reasons may adversely affect our business, financial condition, consolidated results of operations, and cash flows.

Rising food and other input costs, as well as recessionary fears, may negatively impact our customers ability to forecast consumer demand for various food products, including pet food, and as a result negatively impact demand for our goods and services. Dietary trends can positively or negatively impact demand for certain types of food, including, for example, proteins or carbohydrates, or for certain packaging or categories of food products, including, for example, easy to prepare, transportable meals, or traditional canned food products. Because demand for different food types, packagings, or categories can quickly fluctuate as a function of dietary, health, convenience, sustainability, or other trends, food processors can be challenged in accurately forecasting their needed manufacturing capacity and the related investment in equipment and services. Rising food and other input costs, as well as recessionary fears, may negatively impact our customers ability to forecast consumer demand for various food products, including pet food, and as a result negatively impact demand for our goods and services. A demand shift away from protein products or processed foods could have a material adverse effect on our business, financial condition, consolidated results of operations, and cash flows.

19.We rely upon our employees, agents, and business partners to comply with laws in many different countries and jurisdictions. We establish policies and provide training to assist them in understanding our policies and the regulations most applicable to our business; however, our reputation, ability to do business, and financialconsolidated results of operations may be impaired by improper conduct by these parties.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents, or business partners that would violate U.S. and/or non-U.S. laws, including laws governing payments to government officials, bribery, fraud, anti-kickback, false claims, competition, export and import compliance, including the U.S. Commerce Departments Export Administration Regulations, trade sanctions promulgated by the Office of Foreign Asset Control (OFAC), anti-money laundering, and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries, including us, from making improper payments to government officials or other parties for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced corruption to some degree. Consequently, we are subject to the jurisdiction of various governments and regulatory agencies outside of the U.S., which may bring our personnel into contact with foreign officials responsible for issuing or renewing permits, licenses, or approvals or for enforcing other governmental regulations. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our global operations expose us to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Any such improper actions could subject us to civil or criminal investigations in the U.S. and in other jurisdictions; could lead to substantial civil and criminal, monetary, and non-monetary penalties, and related shareholder lawsuits; could cause us to incur significant legal fees; and could damage our reputation.

20.The effective tax rate of the Company may be negatively impacted by changes in the mix of earnings as well as future changes to tax laws in global jurisdictions in which we operate.

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We are subject to income taxes in the U.S. and various other global jurisdictions. Our effective tax rate could be adversely affected by changes in the mix of earnings by jurisdiction and the valuation of deferred tax assets and liabilities. There is a global effort among developed countries to enact international tax reform that would change the way multinational organizations are taxed. If the tax reform proposals are enacted, they could have a material impact on our tax provision and value of deferred tax assets and liabilities. We recognize deferred tax assets and liabilities based on the differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities. Significant judgment is required in determining our provision for income taxes. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. If we are unable to generate sufficient future taxable income, if there is a material change in the actual effective tax rates, or if there is a change to the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowance against our deferred tax assets, which could result in a material increase in our effective tax rate.

Changes in tax laws or tax rulings could have a material impact on our effective tax rate. Many countries in the European Union, as well as several other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws. Certain proposals could include recommendations that could increase our tax obligations in those countries where we do business. Any changes in the taxation of our activities in such jurisdictions may result in a material increase in our effective tax rate.

21.We are exposed to a number of different tax uncertainties, which could have a material adverse effect on our consolidated results of operations.

We are required to pay taxes in multiple jurisdictions. We determine the tax liability we are required to pay based on our interpretation of applicable tax laws and regulations in the jurisdictions in which we operate. We may be subject to unfavorable changes, including retroactive changes, in the tax laws and regulations to which we are subject.

We are subject to tax audits by governmental authorities in the U.S. and numerous non-U.S. jurisdictions, which are inherently uncertain. Negative or unexpected results from one or more such tax audits could adversely affect our consolidated results of operations. Tax controls and changes in tax laws or regulations or the interpretation given to them may expose us to negative tax consequences, including interest payments and potential penalties, which could have a material adverse effect on our consolidated results of operations.

22.We are involved from time to time in claims, lawsuits, and governmental proceedings relating to our operations, including environmental, antitrust, patent infringement, business practices, commercial transactions, and other matters. The ultimate outcome of these claims, lawsuits, and governmental proceedings cannot be predicted with certainty but could have a material adverse effect on our financial condition, consolidated results of operations, and cash flows.

We are also ssubject to other potential claims, including environmental, antitrust, patent infringement, business practices, commercial transactions, product and general liability, cybersecurity and privacy matters, workers compensation, auto liability, employment-related, and other matters. While we maintain insurance for certain of these exposures, the policies in place are often high-deductible policies. It is difficult to measure the actual loss that might be incurred related to litigation or other potential claims, and the ultimate outcome of claims, lawsuits, and proceedings could have a material adverse effect on our financial condition, consolidated results of operations, and cash flows. For a more detailed discussion of claims, see Note 13 to our Consolidated Financial Statements included in Part II, Item 8, of this Form 10-K.

23.Uncertainty in the U.S. political and regulatory environment could negatively impact our business.

The political environment, especially in an election year in the U.S., may create uncertainty with respect to, and could result in additional changes in, or potential gridlock hindering legislation, regulation, international relations, and government policy, or could result in possible civil unrest or other disturbances in connection therewith. Additionally, the scope, clarity of guidance from regulators, and uncertain enforcement and implementation times allowed for new regulations in the U.S. and other jurisdictions may result in increased costs or temporarily impact business operations. While it is not possible to predict whether and when any such additional changes or disturbances could occur, any such events, whether at the local, state, or federal level, or outside the U.S., could significantly impact our business and the industries in which we compete. To the extent such disturbances or changes in the political or regulatory environment have a negative impact on the Company or the markets in which we operate, it may materially and adversely impact our business, consolidated results of operations, and financial condition in the periods to come.

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24.We are subject to risks arising from currency exchange rate fluctuations, which may adversely affect our consolidated results of operations and financial condition.

We are subject to currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenue. In addition, since our Consolidated Financial Statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on our consolidated results of operations. The Companys predominant exposures are to the Euro, Canadian dollar, Swiss franc, Mexican peso, Chinese Renminbi, Japanese Yen, Indian Rupee, and British pound sterling (along with others to a lesser degree). In preparing financial statements for foreign operations with functional currencies other than the U.S. dollar, asset and liability accounts are translated at current exchange rates and income and expenses are translated using weighted-average exchange rates. With respect to the effects on translated earnings, if the U.S. dollar strengthens relative to local currencies, as happens from time to time, the Companys earnings could be negatively impacted. Although we address currency risk management through regular operating and financing activities and through the use of derivative financial instruments, those actions may not prove to be fully effective.

25.The Company could face labor disruptions that would interfere with operations.

As of September 30, 20234 and 20223, approximately 312% and 301%, respectively, of Hillenbrands employees work under collective bargaining agreements or works councils. Although we have not experienced any significant work stoppages in the past 20 years as a result of labor disagreements, we will need to negotiate new labor agreements in coming years and cannot ensure that such a stoppage will not occur in the future. Inability to negotiate satisfactory new agreements or a labor disturbance at one or more of our facilities could have a material adverse effect on our oconsolidated results of operations.

26.Business disruptions due to physical risks of climate change, such as catastrophic weather events and natural disasters, could adversely impact the Companys consolidated results of operations, financial condition, and liquidity.

The physical risks of climate change are highly uncertain and may differ in the geographic regions in which the Company operates. These physical risks may impact the availability and cost of materials, sources and supply of energy, or product demand and manufacturing, and could increase insurance and other operating costs. There may be operational risk due to the significant impact climate change could pose to employees lives, the Companys supply chain, or electrical power availability from climate-related weather events. Climate-related events have the potential to disrupt our business, including the business of our suppliers, and may cause us to experience higher attrition, losses, and additional costs to resume operations.

27.Provisions in our Articles of Incorporation and By-laws and facets of Indiana law may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock.

Our Articles of Incorporation and By-laws, as well as Indiana law, contain provisions that could delay or prevent changes in control if our Board of Directors determines that such changes in control are not in the best interests of our shareholders. While these provisions have the effect of encouraging persons seeking to acquire control of our Company to negotiate with our Board of Directors, they could enable our Board of Directors to hinder or frustrate a transaction that the Board of Directors believes is not in the best interests of shareholders, but which some, or a majority, of our shareholders might believe to be in their best interests.

These provisions include, among others:

the division of our Board of Directors into three classes with staggered terms;

the inability of our shareholders to act by less than unanimous written consent;

rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

the right of our Board of Directors to issue preferred stock without shareholder approval; and

limitations on the right of shareholders to remove directors.

Indiana law also imposes some restrictions on mergers and other business combinations between the Company and any holder of 10% or more of our outstanding common stock.

We believe these provisions are important for a public company and protect our shareholders from coercive or otherwise potentially unfair takeover tactics by encouraging potential acquirers to negotiate with our Board of Directors and by providing

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our Board of Directors with appropriate time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers; however, they may apply if the Board of Directors determines that a takeover offer is not in the best interests of our shareholders, even if some shareholders believe the offer to be beneficial.