hlm-20260328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-39609

Hillman Solutions Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-2096734

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1280 Kemper Meadow Drive

45240

Cincinnati

Ohio

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (513) 851-4900

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	HLMN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On April 23, 2026, 196,209,606 shares of common stock, par value $0.0001 per share, were outstanding.



TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Cash Flows	3
	Condensed Consolidated Statements of Stockholders' Equity	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	34
Item 3.	Defaults upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	36
SIGNATURES		37

Table of Contents

HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(dollars in thousands)


	As of March 28, 2026		As of December 27, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	27,731	$	27,276
Accounts receivable, net of allowances of $1,876 ($1,944 - 2025)	138,767		114,926
Inventories, net	483,323		485,938
Other current assets	20,066		18,342
Total current assets	669,887		646,482
Property and equipment, net of accumulated depreciation of $446,048 ($428,726 - 2025)	224,575		231,482
Goodwill	830,372		830,747
Other intangibles, net of accumulated amortization of $607,790 ($592,748 - 2025)	530,707		546,171
Operating lease right of use assets	77,222		75,152

Other assets	28,216		26,160
Total assets	$	2,360,979	$	2,356,194
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	139,832	$	141,662
Current portion of debt and finance lease liabilities	14,898		14,830
Current portion of operating lease liabilities	19,432		17,947
Accrued expenses:
Salaries and wages	10,419		35,790
Pricing allowances	5,514		8,098
Income and other taxes	8,429		9,466

Other accrued expenses	28,559		29,766
Total current liabilities	227,083		257,559
Long-term debt	714,055		668,337
Deferred tax liabilities	132,061		131,870
Operating lease liabilities	63,934		63,459
Other non-current liabilities	7,868		6,462
Total liabilities	$	1,145,001	$	1,127,687
Commitments and contingencies (Note 5)
Stockholders' equity:
Common stock: $0.0001 par value, 500,000,000 shares authorized, 198,945,695 and 196,355,206 issued and outstanding in 2026, respectively, and 197,857,100 and 196,487,532 shares issued and outstanding in 2025, respectively	20		20
Treasury stock, at cost, 2,590,489 shares in 2026 and 1,369,568 shares in 2025	(22,539)		(12,423)
Additional paid-in capital	1,460,059		1,457,422
Accumulated deficit	(183,378)		(178,646)
Accumulated other comprehensive loss	(38,184)		(37,866)
Total stockholders' equity	1,215,978		1,228,507
Total liabilities and stockholders' equity	$	2,360,979	$	2,356,194

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


1 \| March 28, 2026 Form 10-Q

Table of Contents

HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(dollars in thousands, except for per share amounts)


	Thirteen Weeks Ended March 28, 2026		Thirteen Weeks Ended March 29, 2025
Net sales	$	370,073	$	359,343
Cost of sales (exclusive of depreciation and amortization shown separately below)	201,496		190,740
Selling, warehouse, general and administrative expenses	124,571		119,052
Depreciation	21,999		19,395
Amortization	15,276		15,415

Other income, net	(483)		(274)
Income from operations	7,214		15,015

Interest expense, net	13,005		14,460


Refinancing costs	—		906

Loss before income taxes	(5,791)		(351)
Income tax benefit	(1,059)		(34)
Net loss	$	(4,732)	$	(317)

Basic and diluted net loss per share	$	(0.02)	$	(0.00)
Weighted average basic and diluted shares outstanding	196,626		197,284




Net loss from above	$	(4,732)	$	(317)
Other comprehensive loss:
Foreign currency translation adjustments	(1,315)		682
Hedging activity, net of tax	997		(1,990)
Total other comprehensive loss	(318)		(1,308)
Comprehensive loss	$	(5,050)	$	(1,625)

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


2 \| March 28, 2026 Form 10-Q

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HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(dollars in thousands)


	Thirteen Weeks Ended March 28, 2026		Thirteen Weeks Ended March 29, 2025
Cash flows from operating activities:
Net loss	$	(4,732)	$	(317)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	37,275		34,810
Deferred income taxes	218		(974)
Deferred financing and original issue discount amortization	1,253		1,257
Stock-based compensation expense	4,007		3,278

Loss on debt restructuring	—		906

Cash paid to third parties in connection with debt restructuring	—		(906)
Loss (gain) on disposal of property and equipment	14		(139)
Change in fair value of contingent consideration	(509)		(326)

Changes in operating items:
Accounts receivable, net	(24,128)		(24,617)
Inventories, net	2,909		7,319
Other assets	(3,950)		(2,152)
Accounts payable	(1,548)		11,340
Accrued salaries and wages	(25,415)		(20,769)
Other accrued expenses	(4,927)		(9,365)


Net cash used for operating activities	(19,533)		(655)
Cash flows from investing activities:

Capital expenditures	(14,815)		(20,658)

Other investing activities	(55)		(67)
Net cash used for investing activities	(14,870)		(20,725)
Cash flows from financing activities:
Repayments of senior term loans	(2,128)		(2,128)






Borrowings on revolving credit loans	72,162		62,000
Repayments of revolving credit loans	(25,000)		(44,000)
Principal payments under finance lease obligations	(1,484)		(1,270)
Proceeds from exercise of stock options	1,483		306
Repurchases of common stock	(10,116)		—
Payments of contingent consideration	(77)		(75)
Other financing activities	(114)		(440)

Net cash provided by financing activities	34,726		14,393
Effect of exchange rate changes on cash	132		(1,214)
Net increase (decrease) in cash and cash equivalents	455		(8,201)
Cash and cash equivalents at beginning of period	27,276		44,510
Cash and cash equivalents at end of period	$	27,731	$	36,309
Supplemental disclosure of cash flow information:
Interest paid	$	9,989	$	13,893
Income taxes paid	1,037		2,016
Capital expenditures in accounts payable	657		1,614

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


3 \| March 28, 2026 Form 10-Q

Table of Contents

HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(dollars in thousands)


	Common Stock Amount		Treasury Stock Amount		Additional Paid-in-Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
Thirteen weeks ended March 28, 2026
Balance at December 27, 2025	$	20	$	(12,423)	$	1,457,422	$	(178,646)	$	(37,866)	$	1,228,507
Net loss	—		—		—		(4,732)		—		(4,732)
Stock option activity, stock awards and employee stock purchase plan	—		—		2,637		—		—		2,637
Repurchases of common stock	—		(10,116)		—		—		—		(10,116)
Hedging activity, net of tax	—		—		—		—		997		997
Change in cumulative foreign currency translation adjustment	—		—

SEC Form 10-Q filed by Hillman Solutions Corp.