Hillman Solutions Corp

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended March 30, 2024, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On May 2, 2024, Randall Fagundo, Divisional President, Robotics and Digital Solutions of the Company, decided to retire effective August 31, 2024. Mr. Fagundo’s decision to retire was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On May 2, 2024, the Company also determined that Scott K. Moore, age 53, the Company’s Chief Technology Officer, would replace Mr. Fagundo as Divisional President, Robotics and Digital Solutions, effective June 3, 2024. Mr. Moore has served as the Company’s Chief Technology Officer since August 2022, and from August 2018 to August 2022, Mr. Moore served as Senior Vice President, IT, of the Company’s Robotics and Digital Solutions division, and in the same role at MinuteKey from 2011 to August 2018 when MinuteKey was acquired by the Company.

30 | March 30, 2024 Form 10-Q

The Company and Mr. Fagundo have agreed to prepare and negotiate in good faith a Separation Agreement (the “Separation Agreement”) and a consulting agreement with a three-year term from his retirement date (the “Consulting Agreement”). Under the Separation Agreement and Consulting Agreement, Mr. Fagundo will receive certain benefits in exchange for agreeing to provide transition services to the Company as needed, as well as certain non-compete, non-solicitation, and restrictive covenants and a waiver and general release of all claims in favor of the Company and its affiliates. Mr. Fagundo will receive the following benefits, among others, under the Separation Agreement and Consulting Agreement:

•Continuation of his annual base salary of $350,000 for a period of twelve months;

•Monthly payment of COBRA Medical, dental and vision insurance benefits premiums for a period of twelve months;

•Payment of Mr. Fagundo’s 2024 performance-based bonus, pro-rated for Mr. Fagundo’s service up to and including his date of retirement and based on actual performance for the year, payable concurrently with bonus payments to other employees under the bonus plan;

•Modification of Mr. Fagundo’s unvested restricted stock units to allow for continued vesting of the same, notwithstanding the cessation of employment, through the duration of the Consulting Agreement;

•Modification of Mr. Fagundo’s unvested time based stock options to allow for continued vesting of the same, notwithstanding the cessation of employment, through the duration of the Consulting Agreement; provided that such options must be exercised within a time period following their applicable vesting dates that is (i) twelve months in the case of the stock options issued under the 2014 Equity Incentive Plan; and (ii) three months in the case of the stock options issued under the 2021 Equity Incentive Plan;

•Modification of Mr. Fagundo’s unvested performance-based stock options to allow for the same to remain outstanding and eligible to vest through the expiration of each such option notwithstanding the cessation of employment; provided that such options must be exercised within twelve months of the vesting date should the options vest.

The foregoing separation pay and benefits are contingent upon Mr. Fagundo’s satisfactory performance of certain transition services through his final date of employment and abiding by the covenants in the Separation Agreement and Consulting Agreement.

31 | March 30, 2024 Form 10-Q