Hillman Solutions Corp.
For the period ended Jun 28, 2025. Filed Aug 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 28, 2025 · Filed Aug 5, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 5. OTHER INFORMATION
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended June 28, 2025, 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.
Segment Realignment
In the second quarter of 2025, the Company realigned its Hardware and Protective Solutions segment to include the sales of accessories, which are now managed by the Hardware and Protective Solutions leadership team. Previously, accessories were included in the Robotics and Digital Solutions segment and managed by that leadership team.
If the aforementioned changes in segments were in effect for the thirteen weeks ended March 29, 2025 and March 30, 2024, and the years ended December 28, 2024, December 30, 2023, and December 31, 2022, net sales for our Hardware and Protective Solutions segment would have been higher by $3.6 million, $3.4 million, $13.6 million, $15.9 million and $17.4 million, respectively, and net sales for our Robotics and Digital Solutions segment would have been lower by $3.6 million, $3.4 million, $13.6 million, $15.9 million and $17.4 million, respectively.
In addition, the changes to the significant segment expenses and segment Adjusted EBITDA did not have a material impact on the financial statements as of March 29, 2025, March 30, 2024, December 28, 2024, December 30, 2023, or December 31, 2022.
The tables below present the results as if the segment changes had been in effect for the noted periods.
| Hardware and Protective Solutions | Thirteen weeks ended March 29, 2025 | Thirteen weeks ended March 30, 2024 | Year ended December 28, 2024 | Year ended December 30, 2023 | Year ended December 31, 2022 |
|---|---|---|---|---|---|
| Net sales | $278,009 | $263,322 | $1,107,993 | $1,090,473 | $1,086,144 |
| Significant segment expenses | |||||
| Adjusted cost of sales (exclusive of depreciation and amortization) (1) | 159,223 | 148,647 | 617,689 | 662,080 | 676,627 |
| Adjusted selling expense(2) | 28,900 | 28,836 | 114,351 | 104,060 | 104,034 |
| Adjusted warehouse expense (3) | 34,845 | 35,950 | 143,682 | 143,308 | 141,991 |
| Adjusted general and administrative expense(4) | 16,944 | 16,869 | 77,386 | 55,432 | 49,796 |
| Other segment items (5) | (162) | (268) | (813) | (1,788) | (231) |
| Segment Adjusted EBITDA | $38,259 | $33,288 | $155,698 | $127,381 | $113,927 |
Adjusted cost of sales (exclusive of depreciation and amortization) excludes an inventory revaluation charge made in the fourth quarter of 2023.
Adjusted selling expense excludes expense related to corporate restructuring activities.
Adjusted warehouse expense excludes restructuring expense associated with our distribution center relocations and corporate restructuring activities.
Adjusted general and administrative expense excludes stock-based compensation, acquisition and integration costs, expense associated with corporate restructuring, and amounts related to the Cybersecurity Incident, see Note 15 - Commitments and Contingencies of the Form 10-K filed on February 20, 2025 with the Securities and Exchange Commission (“SEC”).
Other excludes an impairment charge related to the write down of intangible assets, primarily related to review of certain product offerings in 2023.
38 | June 28, 2025 Form 10-Q
| Robotics and Digital Solutions | Thirteen weeks ended March 29, 2025 | Thirteen weeks ended March 30, 2024 | Year ended December 28, 2024 | Year ended December 30, 2023 | Year ended December 31, 2022 |
|---|---|---|---|---|---|
| Net sales | $52,910 | $52,024 | $216,701 | $229,546 | $228,223 |
| Significant segment expenses | |||||
| Cost of sales (exclusive of depreciation and amortization) | 14,897 | 14,343 | 60,233 | 64,389 | 66,819 |
| Adjusted selling expense(1) | 16,528 | 14,122 | 60,642 | 60,111 | 58,673 |
| Adjusted warehouse expense (2) | 2,437 | 2,366 | 9,316 | 10,373 | 11,976 |
| Adjusted general and administrative expense(3) | 4,450 | 5,145 | 16,019 | 17,880 | 15,870 |
| Other segment items(4) | 61 | 57 | 216 | 125 | — |
| Segment Adjusted EBITDA | $14,537 | $15,991 | $70,275 | $76,668 | $74,885 |
Adjusted general and administrative expense excludes stock compensation expense, acquisition and integration expense, consulting expense and legal charges related to settlements, see Note 6 - Commitments and Contingencies and Note 15 - Commitments and Contingencies of the Form 10-K filed on February 20, 2025 with the Securities and Exchange Commission (“SEC”).
Other excludes the gain or loss on the revaluation of our contingent consideration liability, see Note 15 - Fair Value Measurements and Note 14 - Fair Value Measurements of the Form 10-K filed on February 20, 2025 with the SEC.
| Canada | Thirteen weeks ended March 29, 2025 | Thirteen weeks ended March 30, 2024 | Year ended December 28, 2024 | Year ended December 30, 2023 | Year ended December 31, 2022 |
|---|---|---|---|---|---|
| Net sales | $28,424 | $34,959 | $147,901 | $156,458 | $171,961 |
| Significant segment expenses | |||||
| Cost of sales (exclusive of depreciation and amortization) | 16,620 | 20,444 | 86,769 | 97,495 | 103,107 |
| Adjusted selling expense(1) | 3,198 | 3,537 | 14,476 | 13,721 | 13,764 |
| Adjusted warehouse expense (2) | 4,966 | 5,826 | 22,398 | 23,036 | 25,517 |
| Adjusted general and administrative expense(3) | 1,759 | 1,820 | 7,748 | 7,062 | 7,897 |
| Other segment items | 151 | 289 | 730 | (167) | 239 |
| Segment Adjusted EBITDA | $1,730 | $3,043 | $15,780 | $15,311 | $21,437 |
Adjusted selling expense excludes restructuring expense.
Adjusted general and administrative expense excludes stock-based compensation and expense associated with corporate restructuring activities.
39 | June 28, 2025 Form 10-Q
The following table reconciles segment Adjusted EBITDA by segment to the Company’s consolidated income (loss) before income taxes.
| Thirteen weeks ended March 29, 2025 | Thirteen weeks ended March 30, 2024 | Year ended December 28, 2024 | Year ended December 30, 2023 | Year ended December 31, 2022 | |
|---|---|---|---|---|---|
| Hardware and Protective Solutions | $38,259 | $33,288 | $155,698 | $127,381 | $113,927 |
| Robotics and Digital Solutions | 14,537 | 15,991 | 70,275 | 76,668 | 74,885 |
| Canada | 1,730 | 3,043 | 15,780 | 15,311 | 21,437 |
| Total Adjusted EBITDA | 54,526 | 52,322 | 241,753 | 219,360 | 210,249 |
| Interest expense, net | 14,460 | 15,271 | 59,241 | 68,310 | 54,560 |
| Depreciation | 19,395 | 16,338 | 68,766 | 59,331 | 57,815 |
| Amortization | 15,415 | 15,254 | 61,274 | 62,309 | 62,195 |
| Stock compensation expense | 3,278 | 2,829 | 13,463 | 12,004 | 13,524 |
| Restructuring and other costs | 1,691 | 991 | 2,978 | 3,031 | 2,617 |
| Litigation expense | — | — | 5,000 | 339 | 32,856 |
| Transaction and integration expense | 58 | 274 | 1,243 | 1,754 | 2,477 |
| Change in fair value of contingent consideration | (326) | 332 | 228 | (4,936) | (1,128) |
| Impairment charges | — | — | — | 24,600 | — |
| Refinancing costs | 906 | 3,008 | 3,008 | — | — |
| Total adjusting items | 54,877 | 54,297 | 215,201 | 226,742 | 224,916 |
| (Loss) income before income taxes | $(351) | $(1,975) | $26,552 | $(7,382) | $(14,667) |
40 | June 28, 2025 Form 10-Q
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