Hillman Solutions Corp.
For the period ended Sep 27, 2025. Filed Nov 4, 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.
Sep 27, 2025 · Filed Nov 4, 2025
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Item 5. OTHER INFORMATION
Insider Adoption or Termination of Trading Arrangements
On August 22, 2025, Scott K. Moore, President, Robotics & Digital Solutions Division of the Company, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Moore’s Rule 10b5-1 Trading Plan, which has a term extending through November 24, 2026, provides for the sale of up to 32,036.1 shares of common stock pursuant to the terms of the plan.
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.
41 | September 27, 2025 Form 10-Q
| 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.
| 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.
42 | September 27, 2025 Form 10-Q
| 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.
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) |
43 | September 27, 2025 Form 10-Q
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.