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Hillman Solutions Corp.

For the period ended Mar 28, 2026. Filed Apr 28, 2026.

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About this filing

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.

Mar 28, 2026 · Filed Apr 28, 2026

HLMN$8.38+0.7%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

  1. BASIS OF PRESENTATION

The accompanying condensed financial statements include the consolidated accounts of Hillman Solutions Corp. and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”). The accompanying unaudited financial statements include the condensed consolidated accounts of the Company for the thirteen weeks ended March 28, 2026. Unless the context requires otherwise, references to "Hillman," "we," "us," "our," or "our Company" refer to Hillman Solutions Corp. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

The accompanying unaudited Condensed Consolidated Financial Statements present information in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. generally accepted accounting principles for complete financial statements. Operating results for the thirteen weeks ended March 28, 2026 do not necessarily indicate the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements for the year ended December 27, 2025 and notes thereto included in the Form 10-K filed on February 17, 2026 with the Securities and Exchange Commission (“SEC”).

“Hillman Solutions Corp.," "HMAN Group Holdings Inc.," and "The Hillman Companies, Inc." are holding companies with no other operations, cash flows, material assets or liabilities other than the equity interests in "The Hillman Group, Inc.,", which is the borrower under the credit facility.

Nature of Operations:

The Company is comprised of three separate operating business segments: (1) Hardware and Protective Solutions, (2) Robotics and Digital Solutions, and (3) Canada.

Hillman provides and, on a limited basis, produces products such as fasteners and related hardware items; rod, shapes, and sheets; keys, key duplication systems, and accessories; personal protective equipment such as gloves, work gear, paint and cleaning wipes and cloths; rope and chain; builder's hardware; and identification items, such as tags and letters, numbers, and signs, to retail outlets, primarily hardware stores, home centers and mass merchants, pet supply stores, grocery stores, and drug stores. The Canada segment also produces fasteners, stampings, fittings, and processes threaded parts for automotive suppliers, industrial Original Equipment Manufacturers (“OEMs”), and industrial distributors.

Reclassifications:

Due to the segment realignment that occurred in the second quarter of 2025, certain amounts in the prior year Condensed Consolidated Financial Statements and in the Notes to the Condensed Consolidated Financial Statements were reclassified to conform to the current year’s presentation. This had no impact on the prior periods’ condensed consolidated balance sheets, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of cash flows, or condensed consolidated statements of stockholders' equity.

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies should be read in conjunction with the significant accounting policies included in the Form 10-K filed on February 17, 2026 with the SEC.

Use of Estimates in the Preparation of Financial Statements:

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Actual results may differ from these estimates.

5 | March 28, 2026 Form 10-Q

Share Repurchase Program:

On July 31, 2025, the Board of Directors of the Company authorized a share repurchase program of up to $100,000 (the “Repurchase Program”) of the Company's common stock. The Company accounts for the repurchase of its common stock under the cost method. Under this method, the repurchased shares are recorded at their cost as a reduction of stockholders' equity. Upon repurchase, the treasury stock account is debited for the cost paid, and the cash account is credited. When treasury shares are reissued, any excess of the reissuance price over the repurchase cost is credited to additional paid-in capital. If the reissuance price is less than the repurchase cost, the difference is first debited to additional paid-in capital (from previous treasury stock transactions) and then to retained earnings. The Company does not recognize gains or losses from treasury stock transactions in its income statement. See Note 10 - Equity and Accumulated Other Comprehensive Loss for more information.

Revenue Recognition:

Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company offers a variety of sales incentives to its customers primarily in the form of discounts and rebates. Discounts are recognized in the Condensed Consolidated Financial Statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts and rebates are included in the determination of net sales.

The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales.

The following tables display our disaggregated revenue by product category. Certain amounts in the prior year presentation between segments were reclassified to conform to the current year’s presentation. See Note 15 - Segment Reporting for more information.

Thirteen weeks ended March 28, 2026
Hardware and Protective SolutionsRobotics and Digital SolutionsCanadaTotal Revenue
Fastening and Hardware$224,916$—$28,827$253,743
Personal Protective56,392—1,33057,722
Keys and Key Fobs—46,9302,53849,468
Engraving and Resharp—9,13289,140
Total Revenue$281,308$56,062$32,703$370,073
Thirteen weeks ended March 29, 2025
Hardware and Protective SolutionsRobotics and Digital SolutionsCanadaTotal Revenue
Fastening and Hardware$209,548$—$25,050$234,598
Personal Protective68,461—1,23169,692
Keys and Key Fobs—42,9792,13645,115
Engraving and Resharp—9,93179,938
Total Revenue$278,009$52,910$28,424$359,343

The following tables disaggregate our revenue by geographic location. Certain amounts in the prior year presentation between segments were reclassified to conform to the current year’s presentation. See Note 15 - Segment Reporting for more information.

6 | March 28, 2026 Form 10-Q

Thirteen weeks ended March 28, 2026
Hardware and Protective SolutionsRobotics and Digital SolutionsCanadaTotal Revenue
United States$277,223$56,062$—$333,285
Canada——32,70332,703
Mexico4,085——4,085
Consolidated$281,308$56,062$32,703$370,073
Thirteen weeks ended March 29, 2025
Hardware and Protective SolutionsRobotics and Digital SolutionsCanadaTotal Revenue
United States$274,065$52,910$—$326,975
Canada——28,42428,424
Mexico3,944——3,944
Consolidated$278,009$52,910$28,424$359,343

The Company's revenue by geography is allocated based on the location of its sales operations.

Hardware and Protective Solutions' revenues consist primarily of the delivery of fasteners, anchors, specialty fastening products, rope and chain, and personal protective equipment such as gloves, work gear, paint and cleaning wipes and cloths, as well as accessories, and in-store merchandising services for the related product category.

Robotics and Digital Solutions revenues consist primarily of sales of keys, automotive keys, and identification tags through self-service key duplication and engraving kiosks. It also includes our associate-assisted key duplication systems.

Canada revenues consist primarily of the delivery to Canadian customers of fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, personal protective equipment, and identification items as well as in-store merchandising services for the related product category.

The Company’s performance obligations under its arrangements with customers are providing products, in-store merchandising services, and access to key duplicating and engraving equipment. Generally, the price of the merchandising services and the access to the key duplicating and engraving equipment is included in the price of the related products. Control of products is transferred at the point in time when the customer accepts the goods, which occurs upon delivery of the products. Judgment is required in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. Revenue is recognized for in-store service and access to key duplicating and engraving equipment as the related products are delivered, which approximates a time-based recognition pattern. Therefore, the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the delivery of the products.

The costs to obtain a contract are insignificant and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising service teams are recognized in selling, warehouse, general, and administrative expense when control over products is transferred to the customer.

The Company used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products.

  1. RECENT ACCOUNTING PRONOUNCEMENTS

On January 6, 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, as an amendment to ASU 2024-03. This ASU mandates that public business entities provide detailed disclosures in the notes to their financial statements, breaking down certain expense categories presented on the income statement into specified natural expense components. This enhanced disclosure aims to provide investors with more detailed information about the types of expenses included in commonly presented expense captions, such as cost of sales, selling, general, and administrative expenses (SG&A),

7 | March 28, 2026 Form 10-Q

and research and development. The amendments introduced by ASU 2025-01 are effective for public business entities for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact provided by the new standard.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets under Accounting Standards Codification 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. For public business entities, ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption of ASU 2025-05 is permitted. The Company is currently evaluating the impact provided by the new standard.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for the costs of internal-use software. The amendments remove all references to prescriptive and sequential development stages and, instead, require an entity to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period with the amendments to be applied using a prospective, modified or retrospective transition approach. The Company is currently evaluating the impact provided by the new standard.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements which is intended to clarify existing requirements without fundamentally altering interim reporting or changing existing disclosure requirements. Key aspects include clarifying that ASC 270 applies to entities providing a full set of GAAP interim financial statements and notes, centralizing a list of all required interim disclosures from other ASC topics within Topic 270, and codifying a principle requiring disclosure of material events and changes since the most recent annual report. The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact provided by the new standard.

  1. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill amounts by reportable segment are summarized as follows:

Goodwill atAcquisitionsDispositionsOther (1)Goodwill at
December 27, 2025 · March 28, 2026
Hardware and Protective Solutions$592,527$—$—$29$592,556
Robotics and Digital Solutions210,356———210,356
Canada27,864——(404)27,460
Total$830,747$—$—$(375)$830,372

(1)The "Other" change to goodwill relates to adjustments resulting from fluctuations in foreign currency exchange rates for the Canada, Hardware Solutions, and Protective Solutions reporting units.

Other intangibles, net, as of March 28, 2026 and December 27, 2025 consist of the following:

8 | March 28, 2026 Form 10-Q

EstimatedUseful Life(Years) · March 28, 2026 · December 27, 2025
Customer relationships9-20$956,495$956,880
Trademarks - indefiniteIndefinite85,19185,274
Trademarks - other2-1529,54929,549
Technology and patents5-1267,26267,216
Intangible assets, gross1,138,4971,138,919
Less: Accumulated amortization607,790592,748
Other intangibles, net$530,707$546,171

The amortization expense for intangible assets for the thirteen weeks ended March 28, 2026 was $15,276, and the thirteen weeks ended March 29, 2025 was $15,415, respectively.

The Company tests goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter. Impairment is also tested when events or changes in circumstances indicate that the carrying values of the assets may be greater than their fair values. During the thirteen weeks ended March 28, 2026, the Company did not identify any triggering events that would result in an impairment analysis outside of the annual assessment.

  1. COMMITMENTS AND CONTINGENCIES

Insurance Coverage

The Company self-insures its general liability including product liability, automotive and workers' compensation losses up to $500 per occurrence. Catastrophic coverage has been purchased from third party insurers for occurrences up to $60,000. The two risk areas involving the most significant accounting estimates are workers' compensation and automotive liability. Actuarial valuations performed by the Company's outside risk insurance expert were used by the Company's management to form the basis for workers' compensation and automotive liability loss reserves. The actuary contemplated the Company's specific loss history, actual claims reported, and industry trends among statistical and other factors to estimate the range of reserves required. Risk insurance reserves are comprised of specific reserves for individual claims and additional amounts expected for development of these claims, as well as for incurred but not yet reported claims. The Company believes that the liability of approximately $3,419 recorded for such risks is adequate as of March 28, 2026.

As of March 28, 2026, the Company has provided certain vendors and insurers letters of credit aggregating to $3,250 related to our product purchases and insurance coverage for product liability, workers’ compensation, and general liability.

The Company self-insures group health claims up to an annual stop loss limit of $300 per participant. Historical group insurance loss experience forms the basis for the recognition of group health insurance reserves. Provisions for losses expected under these programs are recorded based on an analysis of historical insurance claim data and certain actuarial assumptions. The Company believes that the liability of approximately $3,472 recorded for such risks is adequate as of March 28, 2026.

Import Duties

The Company imports large quantities of fastener products which are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements and bilateral actions. The Company could be subject to the assessment of additional duties and interest if it or its suppliers fail to comply with customs regulations or similar laws. The U.S. Department of Commerce (the "Department”) has received requests from petitioners to conduct administrative reviews of compliance with anti-dumping duty and countervailing duty laws for certain nail products sourced from Asian countries. The Company sourced products under review from vendors in China and Taiwan during the periods selected for review. The Company accrues for the duty expense once it is determined to be probable and the amount can be reasonably estimated.

Litigation

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). On April 15, 2026, Hillman filed a lawsuit in the U.S. Court

9 | March 28, 2026 Form 10-Q

of International Trade against the United States of America seeking a full refund of all IEEPA tariffs that Hillman has paid to the United States. The financial impact of these events is uncertain, as it is unclear to what extent duties will be refunded by CBP, how effective the refund process will be, the timeline that refunds could be issued, or if we can fully collect on any refunds owed. We are evaluating the impact of these developments on our business and financial statements. No adjustments have been recorded in the accompanying unaudited condensed consolidated financial statements as we cannot reasonably estimate the financial impact; however, it is reasonably possible that it could be material.

We are involved in litigation arising in the normal course of business. In management’s opinion, any such litigation is not expected to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

  1. RELATED PARTY TRANSACTIONS

Sales to related parties, which are included in net sales, consist of the sale of excess inventory to Ollie's Bargain Outlet Holdings, Inc. ("Ollie's"). John Swygert, Executive Chairman of Ollie's since 2025, and before that President and Chief Executive Officer of Ollie's, is a member of our Board of Directors. Sales to related parties were $203 in the thirteen weeks ended March 28, 2026 and immaterial in the thirteen weeks ended March 29, 2025.

In late 2024, the Company signed a contract with Ollie's to place Minute Key and Quick-Tag machines in select Ollie's locations. The Company paid royalty shares to Ollie's as a result of this agreement. The payments to related parties were immaterial in the thirteen weeks ended March 28, 2026 and in the thirteen weeks ended March 29, 2025.

  1. INCOME TAXES

ASC 740 requires companies to apply their estimated annual effective tax rate on a year-to-date basis in each interim period. These rates are derived, in part, from expected annual pre-tax income or loss. In the thirteen weeks ended March 28, 2026, the Company applied an estimated annual effective tax rate based on expected annual pre-tax income to the interim period pre-tax loss to calculate the income tax benefit.

For the thirteen weeks ended March 28, 2026, the effective income tax rate was 18.3%. The Company recorded an income tax benefit for the thirteen weeks ended March 28, 2026 of $1,059. The difference between the expected statutory tax rate and the effective tax rate for the thirteen weeks ended March 28, 2026 was the result of certain non-deductible expenses and state and foreign income taxes.

For the thirteen weeks ended March 29, 2025, the effective income tax rate was 9.7%. The Company recorded an income tax benefit for the thirteen weeks ended March 29, 2025 of $34. The effective tax rate for the thirteen weeks ended March 29, 2025 was the result of certain non-deductible expenses and state and foreign income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The legislation included several provisions that impact the timing and magnitude of certain tax deductions, including, among others, making 100% bonus depreciation permanent, allowing for the expensing of domestic research costs, and modifying the business interest expense limitation calculation. These changes were incorporated into our income tax provision for the thirteen week period ended March 28, 2026. Although we do not expect the OBBBA to have a material impact on our effective tax rate, we do expect favorable changes to the timing of cash tax payments in the current fiscal year and future periods.

  1. LONG-TERM DEBT

The following table summarizes the Company’s debt:

10 | March 28, 2026 Form 10-Q

March 28, 2026December 27, 2025
Revolving loans$83,162$36,000
Senior Term Loan, due 2028634,832636,960
Finance lease & other obligations19,85120,090
737,845693,050
Unamortized discount on Senior Term Loan(1,876)(2,087)
Current portion of long-term debt and finance leases(14,898)(14,830)
Deferred financing fees(7,016)(7,796)
Total long-term debt, net$714,055$668,337

As of March 28, 2026, the Asset-Backed Loan ("ABL") Revolver had an outstanding balance of $83,162, and had outstanding letters of credit of $3,250. Certain portions of the ABL Revolver are separately available to the Company’s United States and Canadian subsidiaries, each of which currently maintains outstanding borrowings of $81,000 and $2,162, respectively. The Company has $254,691 of available borrowings under the revolving credit facility as a source of liquidity as of March 28, 2026 based on the customary ABL borrowing base and availability provisions.

On January 14, 2025, the Company entered into a Repricing Amendment (2025 Repricing Amendment) on its existing Senior Term Loan due July 14, 2028. The 2025 Repricing Amendment (i) reduces the interest rate per annum applicable to the Term Loan outstanding from SOFR plus a margin varying from 2.25% to 2.50% to SOFR plus a margin of 2.00%, as well as a 1.00% margin for ABR Loans and (ii) implements a 1% prepayment premium for the existing Term Loan to apply to Repricing Transactions that occur within six months after the effective date of the 2025 Repricing Amendment. In connection with the closing of the 2025 Repricing Amendment, the Company expensed $906 of new fees in 2025.

  1. LEASES

Lessee

The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both 1) the right to obtain substantially all of the economic benefits from the use of the asset and 2) the right to direct the use of the asset. The Company leases certain distribution center locations, vehicles, forklifts, computer equipment, and its corporate headquarters with expiration dates through 2042. Certain lease arrangements include escalating rent payments and options to extend the lease term. Expected lease terms include these options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. The Company's leasing arrangements do not contain material residual value guarantees, nor material restrictive covenants.

The components of operating and finance lease costs for the thirteen weeks ended March 28, 2026 and thirteen weeks ended March 29, 2025 were as follows:

Thirteen Weeks EndedMarch 28, 2026Thirteen Weeks EndedMarch 29, 2025
Operating lease costs$6,292$5,648
Short term lease costs1,239713
Variable lease costs143602
Finance lease costs:
Amortization of right of use assets1,5011,271
Interest on lease liabilities281223

Rent expense is recognized on a straight-line basis over the expected lease term. Rent expense totaled $7,674, and $6,963 in the thirteen weeks ended March 28, 2026 and thirteen weeks ended March 29, 2025, respectively. Rent expense includes operating lease costs as well as expenses for non-lease components such as common area

11 | March 28, 2026 Form 10-Q

maintenance, real estate taxes, real estate insurance, variable costs related to our leased vehicles, and short-term rental expenses.

The implicit rate is not determinable in most of the Company’s leases, as such management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of March 28, 2026 and December 27, 2025:

March 28, 2026December 27, 2025
Operating LeasesFinance LeasesOperating LeasesFinance Leases
Weighted average remaining lease term4.673.904.844.00
Weighted average discount rate6.15%5.80%6.18%5.82%

Supplemental balance sheet information related to the Company's finance leases was as follows as of March 28, 2026 and December 27, 2025:

March 28, 2026December 27, 2025
Finance lease assets, net, included in property plant and equipment$18,618$18,778
Current portion of long-term debt5,6555,599
Long-term debt, less current portion13,42513,619
Total principal payable on finance leases$19,080$19,218

Supplemental cash flow information related to the Company's operating and finance leases was as follows for the thirteen weeks ended March 28, 2026 and thirteen weeks ended March 29, 2025:

Thirteen Weeks Ended March 28, 2026Thirteen Weeks EndedMarch 29, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases$5,851$5,468
Operating cash outflow from finance leases281207
Financing cash outflow from finance leases1,4841,270

Maturities of our lease liabilities for all operating and finance leases are as follows as of March 28, 2026:

Operating Leases · Finance Leases
Remaining 2026$17,627$5,012
202722,4125,571
202819,9454,536
202915,2893,807
20309,8292,180
Thereafter10,765100
Total future minimum rental commitments95,86721,206
Less - amounts representing interest(12,502)(2,126)
Present value of lease liabilities$83,365$19,080

In July 2025, the Company entered intoone additional operating lease for a new property located in Forest Park, Ohio for the purpose of consolidating office, warehouse, and distribution in the Cincinnati area. Occupancy has not yet commenced and the estimated future minimum rental commitments for the Forest Park lease are approximately $4.5 million per year beginning in late summer 2027 and increasing 3.25% per year thereafter for 15 years.

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Lessor

The Company has certain arrangements for key duplication equipment under which we are the lessor. These leases meet the criteria for operating lease classification. Lease income associated with these leases is not material.

  1. EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Common Stock

Hillman Solutions Corp. has one class of common stock.

Share Repurchases

On July 31, 2025, the Board of Directors of the Company authorized a share repurchase program of up to $100,000 (the “Repurchase Program”) of the Company's common stock. The Repurchase Program permits shares of common stock to be repurchased from time to time at management's discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or transactions otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

The timing and number of shares of common stock repurchased will be opportunistic depending on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. The Repurchase Program does not obligate the Company to repurchase any specific number of shares of common stock and may be suspended or discontinued at any time.

The following table presents information about our repurchases of common stock, all of which were completed through open market purchases (amounts in thousands):

Total number of shares repurchased(1,221)
Total cost of shares repurchased (1)$(10,116)

(1) The Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as a part of the cost basis of the shares within treasury stock.

The cost of shares repurchased may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period and excise taxes incurred on share repurchases.

Stock Rollforward

The following table presents a reconciliation of the number of shares of our common stock outstanding (amounts in thousands).

13 | March 28, 2026 Form 10-Q

Common Stock (Shares)Treasury Stock (Shares)Total Net Shares Outstanding
Balance at December 27, 2025197,857(1,370)196,487
Stock option activity, stock awards and employee stock purchase plan1,089—1,089
Repurchases of common stock—(1,221)(1,221)
Balance at March 28, 2026198,946(2,591)196,355
Balance at December 28, 2024196,706—196,706
Stock option activity, stock awards and employee stock purchase plan675—675
Repurchases of common stock———
Balance at March 29, 2025197,381—197,381

Accumulated Other Comprehensive Income (Loss)

The following is detail of the changes in the Company's accumulated other comprehensive income (loss) from December 28, 2024 to March 28, 2026, including the effect of significant reclassifications out of accumulated other comprehensive income (loss) (net of tax):

Accumulated Other Comprehensive Income (Loss)
Balance at December 28, 2024$(41,656)
Other comprehensive income before reclassifications5,842
Amounts reclassified from other comprehensive loss(2,052)
Net current period other comprehensive income (1)3,790
Balance at December 27, 2025(37,866)
Other comprehensive loss before reclassifications(314)
Amounts reclassified from other comprehensive loss(4)
Net current period other comprehensive loss (2)(318)
Balance at March 28, 2026(38,184)
  1. During the year ended December 27, 2025, the Company deferred a loss of $1,956, reclassified a gain of $2,052 including tax expense of $1,002 into other comprehensive loss due to hedging activities. The amounts reclassified out of other comprehensive loss were recorded as interest expense. See Note 13 - Derivatives and Hedging for additional information on the interest rate swaps.

  2. During the thirteen weeks ended March 28, 2026, the Company deferred a loss of $1,333, reclassified a gain of $4 and a tax benefit of $332 into other comprehensive loss due to hedging activities. The amounts reclassified out of other comprehensive loss were recorded as interest expense. See Note 13 - Derivatives and Hedging for additional information on the interest rate swaps.

  3. STOCK-BASED COMPENSATION

2014 Equity Incentive Plan

The 2014 Equity Incentive Plan may grant options, stock appreciation rights, restricted stock, and other stock-based awards for up to an aggregate of 14,523,510 shares of its common stock.

The 2014 Equity Incentive Plan did not have any stock compensation expense recognized in the thirteen weeks ended March 28, 2026. Stock compensation expense of $73 was recognized in the thirteen weeks ended March 29, 2025.

14 | March 28, 2026 Form 10-Q

Stock Options

The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The time-based stock option awards generally vest evenly over four years from the grant date and performance-based options vest based on Company stock price hurdles.

Restricted Stock Units

The Restricted Stock Units ("RSUs") granted to employees for service generally vest after three years, subject to continued employment.

2021 Equity Incentive Plan

Effective July 14, 2021, the Company established the 2021 Equity Incentive Plan. On June 3, 2025, the 2021 Equity Incentive Plan was amended to increase the share reserve by 1,800,000 shares of common stock (the 2021 Equity Incentive Plan as amended is referred to as the “2021 Plan”). Under the 2021 Plan, as amended, the maximum number of shares of common stock that may be delivered in satisfaction of awards under the 2021 Plan as of the Effective Date is (i)10,950,814 shares, plus (ii) the number of shares of stock underlying awards under the 2014 Equity Incentive Plan that on or after the Effective Date expire or become unexercisable, or are forfeited, cancelled or otherwise terminated, in each case, without delivery of shares or cash therefore, and would have become available again for grant under the Prior Plan in accordance with its terms (in the case of this subclause (ii), not to exceed 14,523,510 shares of common stock in the aggregate).

The 2021 Equity Incentive Plan had stock compensation expense of $3,865 and $3,077 was recognized in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) for the thirteen weeks ended March 28, 2026 and thirteen weeks ended March 29, 2025, respectively.

Stock Options

The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The time-based stock option awards generally vest evenly over four years from the grant date and performance-based options vest based on specified targets such as Company performance and Company stock price hurdles.

Restricted Stock Units

Beginning in the first quarter of 2025, the RSUs granted to employees for service generally vest evenly over three years from the grant date, subject to continued employment. Prior to 2025, the RSUs granted to employees for service generally vest after three years, subject to continued employment. The RSUs granted to non-employee directors generally vest in full on the sooner of the first anniversary of the grant date or the Company's next annual meeting of stockholders.

Performance Stock Units

Beginning in the first quarter of 2025, the Company determined to grant Performance Stock Units ("PSUs"), using return on invested capital as the performance metric, instead of granting stock options. The PSUs granted to employees for service generally vest after three years, subject to continued employment.

2021 Employee Stock Purchase Plan

Our Employee Stock Purchase Plan ("ESPP") became effective on July 14, 2021, in which 1,140,754 shares of common stock were available for issuance under the ESPP. On June 3, 2025, the ESPP plan was amended to increase the share reserve by 1,000,000 shares of common stock, for a total of 2,140,754 shares available for issuance. Under the ESPP, eligible employees are granted options to purchase shares of common stock at 85% of the fair market value at the time of exercise. Options to purchase shares are granted four times a year on the first payroll date in January, April, July, and October of each year and ending approximately three months later on the last business day in March, June, September or December. No employee may be granted an option under the Plan if, immediately after the option is granted, the employee would own stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company.

Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis over the vesting period. As of the thirteen weeks ended March 28, 2026 and thirteen weeks ended March 29, 2025, there was approximately $142 and $128 of compensation expense related to the ESPP recognized, respectively.

15 | March 28, 2026 Form 10-Q

  1. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share include the dilutive effect of stock options and restricted stock awards and units. The following is a reconciliation of the basic and diluted earnings per share ("EPS") computations for both the numerator and denominator (in thousands, except per share data):

Earnings(Numerator)Shares(Denominator)Per ShareAmount
Net loss$(4,732)196,626(0.02)
Dilutive effect of stock options and awards———
Net loss per diluted common share$(4,732)196,626(0.02)
Earnings(Numerator)Shares(Denominator)Per ShareAmount
Net loss$(317)197,284(0.00)
Dilutive effect of stock options and awards———
Net loss per diluted common share$(317)197,284(0.00)

Stock options and awards outstanding totaling 3,678 were excluded from the computation for the thirteen weeks ended March 28, 2026, and 3,114 for the thirteen weeks ended March 29, 2025, as they would have had an antidilutive effect under the treasury stock method.

  1. DERIVATIVES AND HEDGING

FASB ASC 815, Derivatives and Hedging ("ASC 815"), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company's objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments.

The Company uses derivative financial instruments to manage its exposures to (1) interest rate fluctuations on its floating rate senior term loan and (2) fluctuations in foreign currency exchange rates. The Company measures those instruments at fair value and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures.

The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes.

Interest Rate Swap Agreements

On December 19, 2023, the Company entered into an interest swap agreement ("2024 Swap 1") for a notional amount of $144,000. The forward start date of the 2024 Swap 1 was July 21, 2024 and the termination date is January 31, 2027. The 2024 Swap 1 has a determined pay fixed interest rate of 3.8%. In accordance with ASC 815, the Company determined the 2024 Swap 1 constituted an effective cash flow hedge and therefore changes in fair value are recorded within other comprehensive income (loss) within the Company's Statement of Comprehensive Income (Loss) and the deferred gains or losses are reclassified out of other comprehensive income (loss) into interest expense in the same period during which the hedged transactions affect earnings.

16 | March 28, 2026 Form 10-Q

On December 19, 2023, the Company entered into an interest swap agreement ("2024 Swap 2") for a notional amount of $216,000. The forward start date of the 2024 Swap 2 was July 21, 2024 and the termination date is January 31, 2027. The 2024 Swap 2 has a determined pay fixed interest rate of 3.62%. In accordance with ASC 815, the Company determined the 2024 Swap 2 constituted an effective cash flow hedge and therefore changes in fair value are recorded within other comprehensive income (loss) within the Company's Statement of Comprehensive Income and the deferred gains or losses are reclassified out of other comprehensive income (loss) into interest expense in the same period during which the hedged transactions affect earnings.

The following table summarizes the Company's derivative financial instruments:

Asset Derivatives · Liability Derivatives
As of March 28, 2026 · As of December 27, 2025 · As of March 28, 2026 · As of December 27, 2025
Balance Sheet Location · Fair Value · Fair Value · Balance Sheet Location · Fair Value · Fair Value
Derivatives designated as hedging instruments:
2024 Swap 1Other current/other non-current assets——Other non-current liabilities(101)(670)
2024 Swap 2Other current/other non-current assets171—Other non-current liabilities—(589)
Total hedging instruments:$171$—$(101)$(1,259)

Foreign Currency Forward Contracts

As of March 28, 2026 and December 27, 2025 the Company entered into foreign currency forward contracts. The purpose of the Company's foreign currency forward contracts is to manage the Company's exposure to fluctuations in the exchange rate of the Canadian dollar.

The total notional amount of contracts outstanding was C$2,594 and C$1,551 as of March 28, 2026 and December 27, 2025, respectively. The total fair value of the foreign currency forward contracts was $2,615 and $1,504 as of March 28, 2026 and December 27, 2025, respectively, and was reported on the accompanying Condensed Consolidated Balance Sheets in other accrued expenses. A loss in other income of $24 and gain in other income of $160 was recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the change in fair value during the thirteen weeks ended March 28, 2026 and thirteen weeks ended March 29, 2025, respectively.

The Company's foreign currency forward contracts did not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815. Accordingly, the gain or loss on these derivatives was recognized in other (income) expense in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes.

Additional information with respect to the fair value of derivative instruments is included in Note 14 - Fair Value Measurements.

  1. FAIR VALUE MEASUREMENTS

The Company uses the accounting guidance that applies to all assets and liabilities that are being measured and reported on a fair value basis. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1:Quoted market prices in active markets for identical assets or liabilities.
Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:Unobservable inputs reflecting the reporting entity’s own assumptions.

17 | March 28, 2026 Form 10-Q

The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability's level is based on the lowest level of input that is significant to the fair value measurement.

The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy:

As of March 28, 2026
Level 1Level 2Level 3Total
Trading securities$773$—$—$773
Interest rate swaps—70—70
Foreign exchange forward contracts—2,615—2,615
Contingent consideration payable——3,7723,772
As of December 27, 2025
Level 1Level 2Level 3Total
Trading securities$847$—$—$847
Interest rate swaps—(1,259)—(1,259)
Foreign exchange forward contracts—1,504—1,504
Contingent consideration payable——4,3584,358

Trading securities are valued using quoted prices on an active exchange. Trading securities represent assets held in a Rabbi Trust to fund deferred compensation liabilities and are included as Other assets on the accompanying Condensed Consolidated Balance Sheets.

The Company utilizes interest rate swap contracts to manage our targeted mix of fixed and floating rate debt, and these contracts are valued using observable benchmark rates at commonly quoted intervals for the full term of the swap contracts. As of March 28, 2026 and December 27, 2025, the Company's interest rate swaps were recorded on the accompanying Condensed Consolidated Balance Sheets in accordance with ASC 815.

The Company utilizes foreign exchange forward contracts to manage our exposure to currency fluctuations in the Canadian dollar versus the U.S. dollar. The forward contracts were valued using observable benchmark rates at commonly quoted intervals during the term of the forward contract. As of March 28, 2026 and December 27, 2025, the foreign exchange forward contracts were included in other accrued expenses on the accompanying Condensed Consolidated Balance Sheets.

The contingent consideration represents future potential earn-out payments related to the Resharp acquisition in fiscal 2019 and the Instafob acquisition in the first quarter of 2020. The estimated fair value of the contingent earn-outs was determined using a Monte Carlo analysis examining the frequency and mean value of the resulting earn-out payments. The resulting value captures the risk associated with the form of the payout structure. The risk neutral method is applied, resulting in a value that captures the risk associated with the form of the payout structure and the projection risk. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liability. The current and non-current portions of these obligations are reported separately on the Condensed Consolidated Balance Sheets as other accrued expense and other non-current liabilities, respectively. Subsequent changes in the fair value of the contingent consideration liabilities, as determined by using a simulation model of the Monte Carlo analysis that includes updated projections applicable to the liability, are recorded within other income (expense) in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The table below provides a summary of the changes in fair value of the Company’s contingent consideration (Level 3) for Resharp and Instafob as of March 28, 2026.

18 | March 28, 2026 Form 10-Q

Resharp · Instafob
Other accrued expensesOther non-current liabilitiesOther accrued expensesOther non-current liabilitiesTotal
Fair value as of December 27, 2025$229$4,071$25$33$4,358
Fair value of cash consideration paid(74)—(3)—(77)
Change in fair value of contingent consideration70(596)(3)20(509)
Fair value as of March 28, 2026$225$3,475$19$53$3,772

Cash, accounts receivable, short-term borrowings and accounts payable are reflected in the Condensed Consolidated Balance Sheets at book value, which approximates fair value, due to the short-term nature of these instruments. The carrying amounts of the long-term debt under the revolving credit facility and term loan approximate the fair value at March 28, 2026 and December 27, 2025 as the interest rate is variable and approximates current market rates of debt based on observable market transactions with similar terms and comparable credit risk.

Additional information with respect to the derivative instruments is included in Note 13 - Derivatives and Hedging.

  1. SEGMENT REPORTING

The Company’s segment reporting structure uses the Company’s management reporting structure as the foundation for how the Company manages its business. The Company periodically evaluates its segment reporting structure in accordance with ASC 350-20-55 and has concluded that it hasthree reportable segments as of March 28, 2026.

The segments are as follows:

Hardware and Protective Solutions

Robotics and Digital Solutions

Canada

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 under the Robotics and Digital Solutions segment leadership team. Please see Note 1 - Basis of Presentation for more information.

For a reconciliation of our segment sales by product category and geographic area, please see Note 2 - Summary of Significant Accounting Policies.

The tables below present net sales, significant segment expenses, and segment adjusted EBITDA for the reportable segments for the thirteen weeks ended March 28, 2026 and thirteen weeks ended March 29, 2025. See Note 2 - Summary of Significant Accounting Policies for a reconciliation of total reportable segments' revenues to consolidated revenues. Certain amounts in the prior year Condensed Consolidated Financial Statements and in the Notes to the Condensed Consolidated Financial Statements were reclassified to conform to the current year’s presentation. This had no impact on the prior period's condensed consolidated balance sheets, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of cash flows, or condensed consolidated statements of stockholders' equity.

19 | March 28, 2026 Form 10-Q

Hardware and Protective SolutionsThirteen weeks ended March 28, 2026Thirteen weeks ended March 29, 2025
Net sales$281,308$278,009
Significant segment expenses
Cost of sales (exclusive of depreciation and amortization)167,293159,223
Adjusted selling expense(1)30,29728,900
Adjusted warehouse expense (2)34,58634,845
Adjusted general and administrative expense(3)17,37316,944
Other segment items(137)(162)
Segment adjusted EBITDA$31,896$38,259
  1. Adjusted selling expense excludes expense related to corporate restructuring activities.

  2. Adjusted general and administrative expense excludes stock-based compensation, acquisition and integration costs, expense associated with corporate restructuring, and legal charges related to settlements.

Robotics and Digital SolutionsThirteen weeks ended March 28, 2026Thirteen weeks ended March 29, 2025
Net sales$56,062$52,910
Significant segment expenses
Cost of sales (exclusive of depreciation and amortization)14,17014,897
Adjusted selling expense(1)19,39216,528
Adjusted warehouse expense (2)2,4792,437
Adjusted general and administrative expense(3)3,8064,450
Other segment items(4)1561
Segment adjusted EBITDA$16,200$14,537
  1. Adjusted selling expense excludes expense related to corporate restructuring activities.

  2. Adjusted general and administrative expense excludes stock compensation expense, acquisition and integration expense, consulting expense and legal charges related to settlements, see Note 5 - Commitments and Contingencies.

  3. Other excludes the gain or loss on the revaluation of our contingent consideration liability, see Note 14 - Fair Value Measurements.

20 | March 28, 2026 Form 10-Q

CanadaThirteen weeks ended March 28, 2026Thirteen weeks ended March 29, 2025
Net sales$32,703$28,424
Significant segment expenses
Cost of sales (exclusive of depreciation and amortization)20,03316,620
Adjusted selling expense(1)3,6553,198
Adjusted warehouse expense (2)5,1634,966
Adjusted general and administrative expense(3)1,7101,759
Other segment items148151
Segment adjusted EBITDA$1,994$1,730
  1. Adjusted selling expense excludes restructuring expense.

  2. 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. Certain amounts in the prior year presentation between segments were reclassified to conform to the current year’s presentation.

Thirteen weeks ended March 28, 2026Thirteen weeks ended March 29, 2025
Hardware and Protective Solutions$31,896$38,259
Robotics and Digital Solutions16,20014,537
Canada1,9941,730
Total adjusted EBITDA50,09054,526
Interest expense, net13,00514,460
Depreciation21,99919,395
Amortization15,27615,415
Stock compensation expense4,0073,278
Restructuring and other costs2,0111,691
Transaction and integration expense9258
Change in fair value of contingent consideration(509)(326)
Refinancing costs—906
Total adjusting items55,88154,877
Loss before income taxes$(5,791)$(351)
  1. SUBSEQUENT EVENTS

On April 3, 2026, the Company completed the acquisition of Campbell Chain and Fittings (“Campbell”) from Apex Tool Group. Campbell is a widely recognized provider of industrial chain and chain-related products including welded and weldless chain, forged fittings, overhead lifting, and lifting clamp products. Campbell has business operations in North America and its financial results will reside in the Company's Hardware and Protective Solutions reportable segment.

21 | March 28, 2026 Form 10-Q

On April 10, 2026, the Company completed the acquisition of Delaney Hardware ("Delaney"). Delaney Hardware is a U.S.-based supplier of door hardware and related products used in residential, multifamily, and commercial construction. Their core offerings include door hardware for residential, multi‑family & light commercial, builder’s‑grade hardware, sliding door & specialty hardware, bath & trim hardware and builder & project services (keying, project quotes). Delaney's financial results will reside in the Company's Hardware and Protective Solutions reportable segment.

22 | March 28, 2026 Form 10-Q

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