What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-27 · 32 added, 26 removed, 186 unchanged (24% of the section changed)

42 unchanged sentences

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

79 | December 31, 2022 Form 10-K

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

7 unchanged sentences

ITEM 9B – OTHER INFORMATION.

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended December 30, 2023, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

1 unchanged sentence

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Information about our directors and officers may be found under the captions “Election of Directors” and “Directors and Executive Officers” in our Proxy Statement for the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”).

Information about our Audit Committee may be found under the caption “Committees of the Board of Directors” in the Proxy Statement.

Information required by this item is set forth under the captions Election of Directors, Information About Our Executive Officers, Delinquent Section 16(a) Reports, Code of Conduct and Ethics, and Committees of the Board of Directors in our Proxy Statement for the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”).

That information is incorporated herein by reference.

2 unchanged sentences

If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

ITEM 11 – EXECUTIVE COMPENSATION.

The information required by this Item is set forth in the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, and Compensation Tables in the 2023 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and certain contractors, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

82 | December 30, 2023 Form 10-K

ITEM 11 – EXECUTIVE COMPENSATION.

Information required by this item is set forth under the captions Executive Compensation, Compensation Discussion and Analysis, Compensation Committee Report, Compensation Tables, and Director Compensation in the 2024 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

7 unchanged sentences

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

This information required by this Item is set forth in the sections entitled Related Person Transactions and Information Concerning the Board of Directors-Independence in the 2023 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

The information required by this Item is set forth in the sections entitled Certain Relationships and Related Party Transactions in the 2024 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our independent registered public accounting firm is Deloitte & Touche LLP , Cincinnati, OH , Auditor Firm ID:

The information required by this Item is set forth in the section entitled Ratification of the Appointment of Hillman’s Independent Auditor in the 2023 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

The information required by this Item is set forth in the section entitled Ratification of the Appointment of Independent Auditor in the 2024 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

83 | December 30, 2023 Form 10-K

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Documents Filed as a Part of the Report:

82 | December 31, 2022 Form 10-K

Financial Statements:

38 unchanged sentences

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021) .

10.11* Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Hillman Solutions Corp.

2021 Equity Incentive Plan (filed herewith) .

10.12* Employment Agreement between Robert Kraft and The Hillman Group, Inc., dated October 2, 2017 (incorporated by reference to Exhibit 10.1 of The Hillman Companies, Inc.’s Current Report on Form 8-K, filed with the SEC on October 6, 2017).

10.13* Employment Agreement between Douglas J.

Cahill and The Hillman Group, Inc., dated July 25, 2019 (incorporated by reference to Exhibit 10.12 of The Hillman Companies, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 27, 2020).

10.14* Employment Agreement between Randall Fagundo and The Hillman Group, Inc., dated August 10, 2018 (incorporated by reference to Exhibit 10.13 of The Hillman Companies, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 28, 2019).

84 | December 30, 2023 Form 10-K

10.11* Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Hillman Solutions Corp.

2021 Equity Incentive Plan ( incorporated by reference to Exhibit 10.1 1 of t he Company ’s Annual Report on Form 10-K, filed with the SEC on February 27, 2023 ).

10.12* Hillman Solutions Corp.

Executive Severance Plan, dated November 2, 2023 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q , filed with the SEC on November 8, 2023).

Employment Agreement between George Murphy and The Hillman Group, Inc., dated October 1, 2018 (incorporated by reference to Exhibit 10.14 of The Hillman Companies, Inc.’s Annual Report on Form 10-K, filed with the SEC on March 27, 2020).

10 unchanged sentences

3 to the ABL Credit Agreement, dated as of July 29, 2022, by and among The Hillman Companies, Inc., The Hillman Group, Inc., The Hillman Group Canada ULC, the Subsidiary Guarantors, the Lenders listed on the signature pages thereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 3, 2022).

10.23+ Credit Agreement, dated as of July 14, 2021, by and among The Hillman Group, Inc., Hillman Investment Company, the Lenders from time to time party thereto, Jefferies Finance LLC, as administrative agent, and Jefferies Finance LLC and Barclays Bank PLC, as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.22 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

A mendment No.

4 to the ABL Credit Agreement, dated as of April 25, 2023, by and among The Hillman Companies, Inc., The Hillman Group, Inc., The Hillman Group Canada ULC, the Subsidiary Guarantors, the Lenders listed on the signature pages thereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders ( i ncorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8 , 202 3 ).

Amendment No.

1 to the Term Loan Credit Agreement, dated as of June 30, 2023, by and among The Hillman Companies, Inc., The Hillman Group, Inc., and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2023).

Amended Term Loan Credit Agreement, dated July 14, 2021 and as amended as of June 30, 2023, by and among The Hillman Companies, Inc., The Hillman Group, Inc., the financial institutions party thereto as Lenders, and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.

3 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2023).

10.24* HMAN Group Holdings, Inc.

8 unchanged sentences

2014 Equity Incentive Plan, dated July 15, 2021 (incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2022).

85 | December 30, 2023 Form 10-K

10.29* Form of HMAN Group Holdings, Inc.

8 unchanged sentences

Non-Employee Director Deferred Compensation Program, adopted December 12, 2022, with respect to the Hillman Solutions Corp.

2021 Equity Incentive Plan.

(filed herewith) .

84 | December 31, 2022 Form 10-K

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.

33 of the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2023) .

19.1 Hillman Solutions Corp.

Insider Trading Policy, L ast Revised November 2, 2023 ( filed herewith).

21.1 List of Subsidiaries (filed herewith).

1 unchanged sentence

23.1 Consent of Deloitte & Touche LLP, independent registered accounting firm for the Company (filed herewith).

23.2 Consent of KMPG LLP, prior year independent registered accounting firm for the Company (filed herewith) .

23.2 Consent of K P M G LLP, prior year independent registered accounting firm for the Company (filed herewith).

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Exchange Act (filed herewith).

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

97 Hillman Solutions Corp.

Compensation Recovery Policy, dated November 2, 2023 (filed herewith) .

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, formatted in inline eXtensible Business Reporting Language (iXBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Stockholders’ Equity, and (v) the Notes to Consolidated Financial Statements (filed herewith).

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Loss, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Stockholders’ Equity, and (v) the Notes to Consolidated Financial Statements (filed herewith).

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (filed herewith).

20 unchanged sentences

Gendron Director February 22, 2024

Honda Director February 22, 2024

Jagdfeld Director February 22, 2024

2 unchanged sentences

Owens Director February 22, 2024

/s/ Joseph M.

Scharfenberger, Jr.

Director February 27, 2023

Scharfenberger, Jr.

/s/ John Swygert Director February 22, 2024

1 unchanged sentence

Woodlief Director February 22, 2024

/s/ Richard F.

Zannino Director February 27, 2023

87 | December 30, 2023 Form 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures