What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 35 added, 46 removed, 172 unchanged (32% of the section changed)

69 unchanged sentences

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

The following table provides information regarding shares outstanding and available for issuance under our existing equity compensation plans.

Equity Compensation Plan Information

Plan Category Number of securities to be issued upon exercise of outstanding options and awards Weighted-average exercise price of outstanding options and awards Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in common (a))

Equity Compensation plans approved by shareholders 16,006,912 9.49 4,573,181

Equity Compensation plans not approved by shareholders — — —

Total 16,006,912 9.49 4,573,181

The remainder of the information required by this Item is set forth in the section entitled Beneficial Ownership of Common Stock in the 2024 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 "Beneficial Ownership of Common Stock" and "Equity Compensation Plan Information" in the 2025 Proxy Statement and is hereby incorporated by reference into this Form 10-K.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

3 unchanged sentences

The information required by this Item is set forth in the section entitled Ratification of the Appointment of Independent Auditor in the 2025 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:

77 | December 28, 2024 Form 10-K

Financial Statements:

4 unchanged sentences

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

2.1+ Agreement and Plan of Merger, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc.

and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc.

(incorporated by reference to Annex A of the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) (File No.

333-252693), filed with the SEC on June 25, 2021).

2.2+ First Amendment to Agreement and Plan of Merger, dated as of March 12, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc.

and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc.

(incorporated by reference to Annex A of the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) (File No.

333-252693), filed with the SEC on June 25, 2021).

3.1 Third Amended and Restated Certificate of Incorporation of Hillman Solutions Corp.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

3.2 Amended and Restated Bylaws of Hillman Solutions Corp.

(incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

3.1 Fourth Amended and Restated Certificate of Incorporation of Hillman Solutions Corp.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2024 ).

3.2 Second Amended and Restated Bylaws of Hillman Solutions Corp.

(incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2024 ) .

4.1 Description of the Company’s Registered Securities (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2022).

10.1 Form of Subscription Agreement, dated January 24, 2021, by and between Landcadia Holdings III, Inc.

and the subscribers party thereto (incorporated by reference to Annex E of the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) (File No.

333-252693), filed with the SEC on June 25, 2021).

10.1 Amended and Restated Registration Rights Agreement, dated July 14, 2021, by and among Hillman Solutions Corp., Jefferies Financial Group Inc., TFJ, LLC, CCMP Capital Investors III, L.P., CCMP Capital Investors (Employee) III, L.P., CCMP Co-Invest III A, L.P., Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P.

15 unchanged sentences

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 10.12 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021) .

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 ).

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2023).

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).

Employment Agreement between Scott Ride and The Hillman Group Canada ULC., dated December 2, 2014, (incorporated by reference to Exhibit 10.5 of The Hillman Companies, Inc.’s Current Report on Form 8-K filed with the SEC on May 4, 2017).

5 unchanged sentences

1 to the ABL Credit Agreement, dated as of November 15, 2019, by and among The Hillman Companies, Inc., Hillman Investment Company, The Hillman Group, Inc., Big Time Products, LLC, 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 Hillman Companies, Inc.’s Current Report on Form 8-K, filed with the SEC on November 20, 2019).

78 | December 28, 2024 Form 10-K

Amendment No.

2 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).

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.

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 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2023).

Amendment No.

5 to the ABL Credit Agreement, dated as of June 27 , 202 4 , 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.

2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 6 , 202 4 ) .

Amendment No.

6 to the ABL Credit Agreement, dated as of October 10 , 2024, 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 ( filed herewith ).

Amendment No.

2 to the Term Loan Credit Agreement, dated as of March 26 , 202 4 , by and among The Hillman Companies, Inc., The Hillman Group, Inc., and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.

1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 7 , 202 4 ).

Amendment No.

3 to the Term Loan Credit Agreement, dated as of January 14, 2025, by and among The Hillman Companies, Inc., The Hillman Group, Inc., and Jefferies Finance LLC, as administrative agent (filed herewith) .

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.

2014 Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2022).

10.30* Form of Notice to the Holders of Restricted Stock Under the HMAN Group Holdings, Inc.

2014 Equity Incentive Plan, dated July 15, 2021 (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2022).

The Hillman Companies, Inc.

4 unchanged sentences

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

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) .

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).

Insider Trading Policy, Last Revised November 2, 2023 (incorporated by reference to Exhibit 19 .

1 of the Company’s Annual Report on Form 10-K, filed with the SEC on February 2 2 , 202 4 ) .

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

79 | December 28, 2024 Form 10-K

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

5 unchanged sentences

97 Hillman Solutions Corp.

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

Compensation Recovery Policy, dated November 2, 2023 ( incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024 ).

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, formatted in inline eXtensible Business Reporting Language (iXBRL):

(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).

(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).

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

5 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE HILLMAN SOLUTIONS CORP.

HILLMAN SOLUTIONS CORP.

February 20, 2025 By:

3 unchanged sentences

Signature Capacity Date

/s/ Douglas J.

Cahill Principal Executive Officer, Chairman and Director February 22, 2024

/s/ Jon Michael Adinolfi

Principal Executive Officer, President, and Director

February 20, 2025

Jon Michael Adinolfi

/s/ Robert O.

1 unchanged sentence

McCalla Chief Accounting Officer February 20, 2025

/s/ Douglas J.

Cahill Chairman and Director

February 20, 2025

/s/ Diana Dowling Director February 20, 2025

12 unchanged sentences

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