What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-17 compared with 2025-02-20 · 283 added, 241 removed, 1089 unchanged (32% of the section changed)

58 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Hardware Solutions and Protective Solutions Reporting Units - Refer to Note 2 to the financial statements

Goodwill – Hardware Solutions Reporting Unit – Refer to Note 2 to the Financial Statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to their respective carrying values.

The Company used a discounted cash flow model to estimate the fair values of the Hardware Solutions (“HS”) reporting unit and the Protective Solutions (“PS”) reporting unit.

The discounted cash flow model requires management to make significant estimates and assumptions including projected net sales and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) growth rates and discount rates.

Changes in these assumptions could have a significant impact on either the fair value of the reporting units, the amount of any goodwill impairment charge, or both.

The Company’s consolidated goodwill balance was $828.6 million as of

The Company used both a discounted cash flow model and a guideline public company method to estimate the fair value of the Hardware Solutions (“HS”) reporting unit.

The guideline public company method requires the use of market price data of guideline public companies to estimate the fair value of the reporting unit.

Changes in these assumptions could have a significant impact on either the fair value of the

35 | December 27, 2025 Form 10-K

December 28, 2024, of which $436.8 million and $128.8 million were allocated to the HS reporting unit and the PS reporting unit, respectively.

The estimated fair value of the HS and PS reporting units exceeded their carrying values as of the measurement date and, therefore, no impairment was recognized.

We identified the Company’s discounted cash flow model in the impairment evaluation of goodwill for the HS and the PS reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair values of these reporting units.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of certain of management’s estimates and assumptions, particularly related to projected net sales and EBITDA growth rates as well as the selection of discount rates.

reporting unit, the amount of any goodwill impairment charge, or both.

The Company’s consolidated goodwill balance was $830.7 million as of December 27, 2025, of which $450.9 million was allocated to the HS reporting unit.

The estimated fair value of the HS reporting unit exceeded its carrying value as of the measurement date and, therefore, no impairment was recognized.

We identified the Company’s valuation of goodwill for the HS reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of this reporting unit.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the estimates of projected net sales and EBITDA growth rates and the selection of discount rates used by management to estimate the fair values of the HS and PS reporting units included the following, among others:

• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Hardware Solutions and Protective Solutions reporting units, such as controls related to management’s forecasts of projected net sales and EBITDA growth rates and selection of the discount rates.

Our audit procedures related to the estimates of projected net sales and EBITDA growth rates and the selection of the discount rate used by management to estimate the fair value of the HS reporting unit included the following, among others:

• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Hardware Solutions reporting unit, such as controls related to management’s forecasts of projected net sales and EBITDA growth rates and selection of the discount rate.

• We evaluated management’s ability to accurately forecast projected net sales and EBITDA growth rates by comparing actual results to management’s historical forecasts.

• We performed a sensitivity analysis of the projected net sales and EBITDA growth rates and selected discount rates, which included their impact on cash flows.

• We evaluated the reasonableness of management’s projected net sales and EBITDA growth rates by comparing the forecasts to (1) historical net sales and EBITDA growth rates, (2) underlying analysis detailing business strategies and growth plans, (3) internal communications to management and the Board of Directors, and (4) forecasted information included in the Company press releases, as well as in analyst and industry reports for the Company and certain of its peer companies.

• With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation methodologies utilized, along with the discount rates and long-term net sales growth rates selected by:

◦ Testing the source information underlying the determination of discount rates and long-term net sales growth rates, including the mathematical accuracy of the calculations.

◦ Developing a range of independent estimates for the discount rates and compared those to those rates selected by management.

◦ Utilizing industry and market-specific growth trends to assess the reasonableness of the long-term net sales growth rates selected by management.

• We performed a sensitivity analysis of the projected net sales and EBITDA growth rates and selected discount rate, which included their impact on cash flows.

• We evaluated the reasonableness of management’s projected net sales and EBITDA growth rates by comparing the forecasts to (1) historical net sales and EBITDA growth rates, (2) underlying analysis detailing business strategies and growth plans, (3) internal communications to management and the Board of Directors, and (4) industry reports for the Company and certain of its peer companies.

• With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation methodologies utilized, along with the discount rate and long-term net sales growth rate selected by:

◦ Testing the source information underlying the determination of the discount rate and long-term net sales growth rate, including the mathematical accuracy of the calculation.

◦ Developing a range of independent estimates for the discount rate and compared it to the rate selected by management.

◦ Utilizing industry and market-specific growth trends to assess the reasonableness of the long-term net sales growth rate selected by management.

/s/ DELOITTE & TOUCHE LLP

41 unchanged sentences

Stockholders' equity:

Common stock, 0.0001 par, 500,000,000 shares authorized, 196,705,710 and 194,913,124 issued and outstanding at December 28, 2024 and December 30, 2023, respectfully

Common stock, 0.0001 par, 500,000,000 shares authorized, 197,857,100 and 196,487,532 issued and outstanding at December 27, 2025, respectively and 196,705,710 issued and outstanding at December 28, 2024

Treasury stock, at cost, 1,369,568 shares at December 27, 2025

Additional paid-in capital 1,457,422 1,442,958

15 unchanged sentences

Amortization 61,232 61,274 62,309

Other expense (income), net 361 12,843 ( 1,119 )

Other (income) expense, net ( 722 ) 361 12,843

Income from operations 113,969 88,801 60,928

12 unchanged sentences

Hedging activity ( 3,006 ) 2,635 ( 11,597 )

Total other comprehensive (loss) income ( 13,836 ) ( 6,796 ) 6,130

Total other comprehensive income (loss) 3,790 ( 13,836 ) ( 6,796 )

Comprehensive income (loss) $ 44,095 $ 3,419 $ ( 16,385 )

9 unchanged sentences

Net income (loss) $ 40,305 $ 17,255 $ ( 9,589 )

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 141,102 130,040 121,640

(Gain) loss on dispositions of property and equipment 56 ( 34 ) ( 26 )

Loss (gain) on dispositions of property and equipment 73 56 ( 34 )

Impairment charges — — 24,600

23 unchanged sentences

Repayments of revolving credit loans ( 157,000 ) ( 115,000 ) ( 250,000 )

Repurchases of common stock ( 12,423 ) — —

Financing fees — ( 33 ) —

5 unchanged sentences

Effect of exchange rate changes on cash 152 5,286 ( 735 )

Net increase in cash and cash equivalents 5,957 7,472 16,476

Net (decrease) increase in cash and cash equivalents ( 17,234 ) 5,957 7,472

Cash and cash equivalents at beginning of period 44,510 38,553 31,081

6 unchanged sentences

(dollars in thousands)

Shares Amount Additional

Common Stock Amount Treasury Stock Amount Additional

Paid-in Capital Accumulated Deficit Accumulated

1 unchanged sentence

Loss Total Stockholders'

Balance at December 25, 2021

December 31, 2022

$ 20 $ — $ 1,404,360 $ ( 226,617 ) $ ( 21,024 ) $ 1,156,739

3 unchanged sentences

Change in cumulative foreign currency translation adjustment — — — — 4,801 4,801

Other — — 760 — — 760

Balance at December 31, 2022

December 30, 2023

$ 20 $ — $ 1,418,535 $ ( 236,206 ) $ ( 27,820 ) $ 1,154,529

Net loss — — — ( 9,589 ) — ( 9,589 )

Net income — — — 17,255 — 17,255

Stock option activity, stock awards and employee stock purchase plan — — 24,423 — — 24,423

1 unchanged sentence

Change in cumulative foreign currency translation adjustment — — — — ( 16,471 ) ( 16,471 )

Balance at December 30, 2023

December 28, 2024

$ 20 $ — $ 1,442,958 $ ( 218,951 ) $ ( 41,656 ) $ 1,182,371

1 unchanged sentence

Stock option activity, stock awards and employee stock purchase plan — — 14,464 — — 14,464

Repurchases of common stock — ( 12,423 ) — — — ( 12,423 )

Hedging activity — — — — ( 3,006 ) ( 3,006 )

16 unchanged sentences

The additional week in a 53 week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks.

In 2024 and 2023, the Company had a 52 week fiscal year, whereas in 2022, the Company had its first 53 week fiscal year.

In 2025, 2024 and 2023, the Company had a 52 week fiscal year.

Nature of Operations:

1 unchanged sentence

(1) Hardware and Protective Solutions, (2) Robotics and Digital Solutions, and (3) 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 and managed by that leadership team.

See Note 18 - Segment Reporting and Geographic Information for additional information.

Hillman provides and, on a limited basis, produces products such as fasteners and related hardware items;

6 unchanged sentences

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 mentioned above, certain amounts in the prior year Consolidated Financial Statements and in the Notes to the Consolidated Financial Statements were reclassified to conform to the current year’s presentation.

This had no impact on the prior periods’ consolidated balance sheets, consolidated statements of comprehensive income (loss), consolidated statements of cash flows, or consolidated statements of stockholders' equity.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

The Company's restricted investments are trading securities carried at fair market value which represent assets held in a Rabbi Trust to fund deferred compensation liabilities owed to the Company's employees.

The current portion of the investments is included in other current assets and the long term portion in other assets on the accompanying Consolidated Balance Sheets.

41 | December 27, 2025 Form 10-K

portion of the investments is included in other current assets and the long term portion in other assets on the accompanying Consolidated Balance Sheets.

See Note 9 - Deferred Compensation Plan for additional information.

5 unchanged sentences

The allowance for doubtful accounts was $ 1,944 and $ 2,827 as of December 27, 2025 and December 28, 2024, respectively.

41 | December 28, 2024 Form 10-K

In the years ended December 27, 2025 and December 28, 2024, the Company entered into agreements to sell, on an ongoing basis and without recourse, certain trade accounts receivable.

14 unchanged sentences

Once the software is completed and placed into service, such costs are amortized over the estimated useful lives.

The Company includes components used in the assembly of key and engraving kiosks as machinery and equipment due to the shorter term nature of these builds, and such totaled $ 24,890 as of December 27, 2025.

The Company’s construction in process includes projects that are typically longer term in nature.

When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and the resulting gain or loss is reflected in income from operations.

42 | December 27, 2025 Form 10-K

Property and equipment, net, consists of the following at December 27, 2025 and December 28, 2024:

13 unchanged sentences

With the assistance of an independent third-party specialist, management assessed the value the of the reporting units based on a discounted cash flow model and multiple of earnings.

Assumptions critical to our fair value estimates

42 | December 28, 2024 Form 10-K

under the discounted cash flow model include the discount rate and projected net sales and EBITDA growth rates.

Assumptions critical to our fair value estimates under the discounted cash flow model include the discount rate and projected net sales and EBITDA growth rates.

The results of the quantitative assessment in 2025, 2024, and 2023 indicated that the fair value of each reporting unit was in excess of its carrying value.

9 unchanged sentences

Total $ 828,553 $ 309 $ — $ 1,885 $ 830,747

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

(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" also includes a reallocation of $10,580 of goodwill from our Robotics and Digital Solutions reporting unit to our Hardware Solutions reporting unit in connection with the segment realignment - see Note 18 - Segment Reporting and Geographic Information for additional information.

Intangible Assets:

2 unchanged sentences

Other intangibles, net, as of December 27, 2025 and December 28, 2024 consist of the following:

43 | December 27, 2025 Form 10-K

(Years) December 27, 2025 December 28, 2024

15 unchanged sentences

Long-Lived Assets:

43 | December 28, 2024 Form 10-K

Long-lived assets, such as property and equipment and definite-lived intangible assets, are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.

12 unchanged sentences

Deferred income taxes are computed using the asset and liability method.

Under this method, deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which the temporary differences are expected to reverse.

44 | December 27, 2025 Form 10-K

temporary differences are expected to reverse.

Valuation allowances are provided for tax benefits where management estimates it is more likely than not that certain tax benefits will not be realized.

1 unchanged sentence

See Note 6 - Income Taxes for additional information.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

We adopted this ASU on a prospective basis effective December 29, 2024.

Refer to Note 6 - Income Taxes for the inclusion of new disclosures required.

In accordance with guidance regarding the accounting for uncertainty in income taxes, the Company recognizes a tax position if, based solely on its technical merits, it is more likely than not to be sustained upon examination by the relevant taxing authority.

17 unchanged sentences

These reserves are classified as other current and other long-term liabilities within the balance sheets.

44 | December 28, 2024 Form 10-K

The Company self-insures our group health claims up to an annual stop loss limit of $ 300 per participant.

13 unchanged sentences

The assets of the RRSP are held separately from those of Hillman Canada in independently administered funds.

45 | December 27, 2025 Form 10-K

Retirement benefit costs were $ 5,121 , $ 4,832 , and $ 4,315 in the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively .

13 unchanged sentences

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

45 | December 28, 2024 Form 10-K

Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue

2 unchanged sentences

Personal Protective 265,512 — 5,425 270,937

Keys and Key Accessories — 182,253 9,446 191,699

Keys and Key Fobs — 179,215 9,739 188,954

Engraving and Resharp — 40,942 30 40,972

3 unchanged sentences

Personal Protective 225,478 — 4,447 229,925

Keys and Key Accessories — 193,212 8,711 201,923

Keys and Key Fobs — 168,637 9,446 178,083

Engraving and Resharp — 48,064 40 48,104

3 unchanged sentences

Personal Protective 209,407 — 6,996 216,403

Keys and Key Accessories — 189,364 7,625 196,989

Keys and Key Fobs — 177,358 8,673 186,031

Engraving and Resharp — 52,188 52 52,240

1 unchanged sentence

The following table disaggregates our revenue by geographic location:

46 | December 27, 2025 Form 10-K

Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue

15 unchanged sentences

Our revenue by geography is allocated based on the location of our sales operations.

46 | December 28, 2024 Form 10-K

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 and eye-wear as well as in-store merchandising services for the related product category.

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 and eye-wear 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 and identification tags through self-service key duplication and engraving kiosks.

It also includes our associate-assisted key duplication systems and key accessories.

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.

9 unchanged sentences

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.

47 | December 27, 2025 Form 10-K

Shipping and Handling:

6 unchanged sentences

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.

Our Employee Stock Purchase Plan ("ESPP") became effective on July 14, 2021.

A total of 2,140,754 shares of common stock are available for issuance under the ESPP.

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.

1 unchanged sentence

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.

The first option period began on January 1, 2022 and the first purchase was made in April of 2022.

2021 Equity Incentive Plan

1 unchanged sentence

Under the 2021 Equity Incentive Plan, the Company may grant options, stock appreciation rights, restricted stock, and other stock-based awards.

47 | December 28, 2024 Form 10-K

Hillman reflects the options granted in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation ("ASC 718").

19 unchanged sentences

These assumptions may differ significantly between grant dates because of changes in the actual results of these inputs that occur over time.

48 | December 27, 2025 Form 10-K

Stock-based compensation expense is recognized using a fair value based recognition method.

16 unchanged sentences

If it is determined that a derivative ceases to be a highly effective hedge, the hedge accounting is discontinued and all subsequent derivative gains and losses are recognized in the Statement of Comprehensive Income (Loss).

48 | December 28, 2024 Form 10-K

Derivative instruments designated in hedging relationships that mitigate exposure to the variability in future cash flows of the variable-rate debt and foreign currency exchange rates are considered cash flow hedges.

3 unchanged sentences

See Note 13 - Derivatives and Hedging for additional information.

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 Consolidated Statement of Comprehensive Income (Loss).

See Note 10 - Equity and Accumulated Other Comprehensive Loss for more information .

Translation of Foreign Currencies:

2 unchanged sentences

Cumulative translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in stockholders' equity.

49 | December 27, 2025 Form 10-K

Use of Estimates in the Preparation of Financial Statements:

2 unchanged sentences

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) to enhance the transparency of supplier finance programs.

The amendments in this update apply to all entities that use supplier finance programs in connection with the purchase of goods and services.

Supplier finance programs include reverse factoring, payables finance, or structured payables arrangements that allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date.

The amendments in this update require that a buyer in a supplier finance program disclose sufficient information about the program including the program’s nature and activity during the period, changes from period to period, and potential magnitude as well as disclosure of the qualitative and quantitative information about its supplier finance programs.

The amendments in this update are effective for fiscal years beginning after December 15, 2022 and should be applied retrospectively to each period in which a balance sheet is presented.

The amendment on roll forward information is effective for fiscal years beginning after December 15, 2023, which should be applied prospectively.

The Company has evaluated the impact provided by the new standard and the standard did not have a material impact on its financial statements.

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assists in assessing potential future cash flows.

The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all prior periods presented.

The Company has adopted the new standard in this Form 10-K, see Note 18 - Segment Reporting and Geographic Information for more information.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

On December 14, 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures.

The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

1 unchanged sentence

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

The amendments on Income Tax Disclosures are effective for fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented.

The Company is currently evaluating the impact provided by the new standard.

49 | December 28, 2024 Form 10-K

On November 4, 2024, the FASB issued ASU 2023-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses.

The amendments on Income Tax Disclosures are effective for fiscal years beginning after December 15, 2024.

We adopted this ASU on a prospective basis effective December 29, 2024.

Refer to Note 6 - Income Taxes for the inclusion of new disclosures required.

On January 6, 2025, the FASB issued 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), and research and development.

The amendments introduced by ASU 2024-03 are effective for public business entities for fiscal years beginning after December 15, 2026.

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.

RELATED PARTY TRANSACTIONS

50 | December 27, 2025 Form 10-K

Hillman, Jefferies Financial Group Inc., certain other financial sponsors, certain CCMP affiliated investors and certain Oak Hill affiliated investors entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the parties to the A&R Registration Rights Agreement agreed not to effect any sale or distribution of any equity securities of Hillman held by any of them during the lock-up period described therein and were granted certain registration rights with respect to their respective shares of Hillman common stock, in each case, on the terms and subject to the conditions therein.

4 unchanged sentences

until March 2023.

Additionally, Oak Hill owned in excess of 5% of the Company’s outstanding securities at certain times in fiscal 2022.

Gregory Mann and Gabrielle Mann are employed by Hillman.

Hillman leased an industrial warehouse and office facility from companies under the control of the Manns.

Rental expense for the lease of this facility was $ 205 for the year ended December 31, 2022.

The building was sold to a third party in 2022 and is an arm's length transaction from the date of sale forward.

Sales to related parties, which are included in net sales, consist primarily of the sale of excess inventory to Ollie's Bargain Outlet Holdings, Inc.

1 unchanged sentence

Sales to related parties were $ 312 , $ 622 , and $ 1,583 for the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

Monkey Hook, LLC

On March 7, 2022, the Company completed its acquisition of the Irvine, California-based Monkey Hook, LLC ("Monkey Hook") for a total purchase price of $ 2,800 , which includes $ 300 in hold-back that remained payable to the seller as of December 31, 2022.

During the first quarter of 2023, the hold-back of $300 was paid to satisfy the full purchase price.

Monkey Hook products are designed to hang artwork on drywall where no stud is present.

Monkey Hook sells its products throughout North America and its financial results reside in the Company's Hardware and Protective Solutions reportable segment and have been determined to be immaterial for purposes of additional disclosure.

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 royalties shares to Ollie's as a result of this agreement.

The payments to related parties were immaterial in the years ended December 27, 2025 and December 28, 2024, respectively.

On December 5, 2023, the Company completed its acquisition of Ajustlock, an innovative adjustable barrel bolt lock used on gates, doors or windows which self-adjusts vertically to eliminate door shift issues, for a total purchase price of $ 1,400 , which includes a $ 100 hold-back payable to the seller due one year after closing.

2 unchanged sentences

Koch Industries, Inc.

50 | December 28, 2024 Form 10-K

On January 11, 2024, the Company completed the acquisition of Koch Industries, Inc.

13 unchanged sentences

Net sales and operating income from Koch included in the Company's Condensed Consolidated Statement of Comprehensive Income (Loss) for the year ended December 27, 2025 were as follows:

Year Ended December 28, 2024

51 | December 27, 2025 Form 10-K

Year Ended December 27, 2025 Year Ended December 28, 2024

Net sales $ 47,218 $ 39,888

6 unchanged sentences

Intex has business operations throughout North America and its financial results reside in the Company's Hardware and Protective Solutions reportable segment.

The following table reconciles the preliminary fair value of the acquired assets and assumed liabilities to the total purchase price of Intex.

The following table reconciles the fair value of the acquired assets and assumed liabilities to the total purchase price of Intex.

Accounts receivable $ 11,981

9 unchanged sentences

Net sales and operating income from Intex included in the Company's Condensed Consolidated Statement of Comprehensive Income (Loss) for the year ended December 27, 2025 were as follows:

51 | December 28, 2024 Form 10-K

Year Ended December 28, 2024

Year Ended December 27, 2025 Year Ended December 28, 2024

Net sales $ 61,586 $ 21,075

8 unchanged sentences

Income (loss) before income taxes $ 56,596 $ 26,552 $ ( 7,382 )

Below are the components of the Company's income tax expense (benefit) for the periods indicated:

52 | December 27, 2025 Form 10-K

Below are the components of the Company's income tax expense for the periods indicated:

Year Ended December 27, 2025 Year Ended

1 unchanged sentence

December 30, 2023

Federal & State $ 9,193 $ 4,713 $ 1,838

Federal $ 2,152 $ 5,686 $ 1,704

State 4,236 3,507 3,009

Foreign 1,906 3,206 2,642

Total current 8,294 12,399 7,355

Federal & State ( 1,925 ) ( 5,059 ) ( 4,648 )

Federal 9,168 ( 188 ) ( 2,666 )

State ( 395 ) ( 1,737 ) ( 2,393 )

Foreign ( 776 ) ( 1,177 ) ( 38 )

1 unchanged sentence

Valuation allowance — — ( 51 )

Income tax expense (benefit) $ 9,297 $ 2,207 $ 1,769

Income tax expense $ 16,291 $ 9,297 $ 2,207

The Company has U.S.

7 unchanged sentences

The table below reflects the significant components of the Company's net deferred tax assets and liabilities at December 27, 2025 and December 28, 2024:

52 | December 28, 2024 Form 10-K

December 27, 2025 December 28, 2024

2 unchanged sentences

Inventory $ 25,013 $ 22,852

Bad debt and other sales related reserves 2,253 1,918

Casualty loss reserve 517 651

Accrued bonus / deferred compensation 12,416 11,849

1 unchanged sentence

Lease liabilities 25,295 24,735

Transaction costs 1,474 1,536

Deferred financing fees 821 949

Federal / foreign net operating loss 811 7,363

State net operating loss 1,666 2,411

Tax credit carryforwards 82 1,219

All other 7,545 13,450

6 unchanged sentences

Lease assets 23,613 22,981

Derivative security value 818 1,599

All other items 2,446 818

Deferred tax liabilities $ 210,081 $ 217,471

3 unchanged sentences

The amount of net deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward periods are reduced.

Historically, the Company considered the undistributed earnings of its foreign subsidiaries to be indefinitely reinvested based on access to sufficient liquidity within the United States, as well as plans for use and investment outside of the United States.

In 2023, the Company reevaluated its assertion and determined it no longer intends to indefinitely reinvest its non-U.S.

undistributed earnings.

In 2024, the Company recorded withholding tax expense of $559.

A portion of the withholding tax expense is attributable to undistributed earnings from our Canadian subsidiary.

We've recorded a liability for the undistributed amount of $435 as of the end of the 2024 fiscal year.

At the end of the fiscal 2023 period, the Company did not record a liability for undistributed earnings as all amounts were distributed by the end of the period.

In 2023, the Company repatriated funds from its Canadian subsidiary and recorded an associated withholding tax expense of $1,484.

53 | December 27, 2025 Form 10-K

Below is a reconciliation of statutory income tax rates to the effective income tax rates for the periods indicated:

Year Ended December 28, 2024 Year Ended December 30, 2023 Year Ended

The Company no longer asserts permanent reinvestment of foreign subsidiary earnings and now expects to distribute certain foreign earnings as needed.

Undistributed earnings of our foreign subsidiaries are subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply.

As of December 27, 2025, the Company recorded a deferred tax liability of $125 on the undistributed earnings of its Canadian subsidiary.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Year Ended December 27, 2025

Amount Percent

US Federal Statutory Tax Rate $ 11,884 21.0 %

State and Local Income Taxes (Net of Federal Effect) (1)

Foreign Tax Effects 139 0.3 %

Effect of Cross-Border Tax Laws ( 84 ) ( 0.2 ) %

Research & Development Credits ( 766 ) ( 1.4 ) %

Other ( 15 ) — %

Nontaxable or Nondeductible Items

Non-deductible executive compensation 1,213 2.1 %

Other 769 1.4 %

Other Adjustments 199 0.4 %

Effective income tax rate $ 16,291 28.8 %

(1) State taxes in California, Florida, Georgia, Oregon, Pennsylvania and Texas made up the majority (greater than 50%) of the tax effect in this category.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 28, 2024 Year Ended

December 30, 2023

3 unchanged sentences

federal income tax benefit 3.9 % 0.2 %

Adjustment for change in tax law — % — % 5.4 %

Acquisition and related transaction costs — % ( 3.8 ) %

2 unchanged sentences

Impact of foreign currency — % 3.3 %

Global Intangible Low-Taxed Income ("GILTI") — % — % ( 24.4 ) %

Reconciliation of tax provision to return ( 3.3 ) % ( 1.4 ) %

2 unchanged sentences

Effective income tax rate 35.0 % ( 29.9 ) %

The Company's reserve for unrecognized tax benefits remains unchanged for the year ended December 28, 2024.

A balance of $ 1,101 of unrecognized tax benefit is shown in the financial statements at December 28, 2024 as a non-current liability.

As of December 30, 2023, the unrecognized tax benefit was shown in the financial statements as a reduction of the deferred tax asset for the Company's NOL carryforward.

During 2024, the Company utilized its available unlimited NOLs and began paying Federal cash taxes to the U.S.

As a result, the Company reclassified the unrecognized tax benefit to a non-current liability in the financial statements.

The Company recognizes accrued interest and penalties of $99 and $0 related to unrecognized tax benefits as income tax expense for the 2024 and 2023 periods, respectively.

54 | December 27, 2025 Form 10-K

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 27, 2025 is as follows:

Year Ended December 27, 2025

Federal $ 2,400

State and local

California 1,403

Income taxes, net of amounts refunded $ 11,535

The amount of cash income taxes paid, net of amounts refunded, during the years ended December 28, 2024 and December 30, 2023 was $9,622 and $5,356, respectively.

The Company has recently become a cash taxpayer for U.S.

Federal income tax purposes due to the utilization of NOL carryforwards and general business credit carryforwards.

Previously, unrecognized tax benefits were recorded as reductions to the associated deferred tax assets, which were offset by valuation allowances.

Because the Company is now a Federal cash taxpayer and no longer has sufficient NOLs or credit carryforwards to offset potential disallowances, the Company reclassified the portion of its unrecognized tax benefits that had been previously netted against deferred tax assets.

These amounts were transferred to a liability on the Consolidated Balance Sheets.

The Company's reserve for unrecognized tax benefits increased for the year ended December 27, 2025 due to the reclassification and an increase in accrued interest and penalties.

A balance of $1,690 of unrecognized tax benefit is shown in the financial statements at December 27, 2025 as a liability.

The following is a summary of the changes for the periods indicated below:

4 unchanged sentences

Gross increases - tax positions in current period — — —

Reclassification from valuation allowance 338 — —

Gross increases - tax positions in prior period 251 — —

7 unchanged sentences

In addition, our tax years of 2015 through current year remain open and subject to examination by tax authorities in certain foreign jurisdictions in which we have operations.

54 | December 28, 2024 Form 10-K

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 year ended December 27, 2025.

W e will continue to evaluate the impact of these provisions on our 2026 and subsequent consolidated financial statements.

LONG-TERM DEBT

55 | December 27, 2025 Form 10-K

The following table summarizes the Company’s debt:

9 unchanged sentences

Revolving Loans and Term Loans

As of December 28, 2024, the ABL Revolver had an outstanding balance of $62.0 million, and had outstanding letters of credit of $ 41.6 million.

The Company has $ 188.7 million of available borrowings under the revolving credit facility as a source of liquidity as of December 28, 2024 based on the customary asset-backed loan borrowing base and availability provisions.

In October 2024 and August 2023, the Company made a $100.0 million and $80.0 million prepayment against the outstanding term loan balance without payment of a premium or penalty, respectfully.

On July 29, 2022, the Company amended the asset-based revolving credit agreement (the “ABL Revolver") with Barclays Bank PLC, as administrative agent, and the lenders and other parties thereto (the “ABL Credit Agreement”), increasing the aggregate commitments thereunder to $375.0 million and extended the maturity.

Portions of the ABL Agreement are separately available for borrowing by the Company's United States subsidiary and Canadian subsidiary for $325.0 million and $50.0 million, respectively.

The interest rate for the ABL Revolver is, at the discretion of the Company, adjusted SOFR (or a Canadian banker’s acceptance rate in the case of Canadian Dollar loans) plus a margin varying from 1.25% to 1.75% per annum based on availability or an alternate base rate (or a Canadian prime rate or alternate base rate in the case of Canadian Dollar loans), plus a margin varying from 0.25% to 0.75% per annum based on availability, plus a 0.10% credit spread adjustment.

As of December 27, 2025, the ABL Revolver had an outstanding balance of $ 36,000 , and had outstanding letters of credit of $ 3,268 .

The Company has $ 279,144 of available borrowings under the revolving credit facility as a source of liquidity as of December 27, 2025 based on the customary asset-backed loan borrowing base and availability provisions.

In the third quarter of 2025, the Company amended its ABL Revolver to transition certain collateral requirements previously satisfied through letters of credit to a customs bond program.

Prior to this replacement, these letters of credit were issued under the ABL Revolver and reduced the available borrowing capacity thereunder.

Following the transition, the restricted capacity was released, increasing the Company’s total available borrowing capacity under the ABL Revolver by approximately $38.0 million.

As of December 27, 2025, there was $ 3,268 letters of credit outstanding under the facility.

In October 2024 and August 2023, the Company made a $100.0 million and $80.0 million prepayment against the outstanding term loan balance without payment of a premium or penalty, respectively.

The aggregate commitment under the asset-based revolving credit agreement (the “ABL Revolver") is $375,000.

Portions of the ABL Agreement are separately available for borrowing by the Company's United States subsidiary and Canadian subsidiary for $325,000 and $50,000, respectively.

The interest rate for the ABL Revolver is, at the discretion of the Company, adjusted SOFR (or Term Canadian Overnight Repo Rate Average ("CORRA") in the case of Canadian Dollar loans) plus a margin varying from 1.25% to 1.75% per annum based on availability or an alternate base rate (or a Canadian prime rate or alternate base rate in the case of Canadian Dollar loans), plus a margin varying from 0.25% to 0.75% per annum based on availability, plus a 0.10% credit spread adjustment.

The stated maturity date of the revolving credit commitments under the ABL Credit Agreement is July 29, 2027.

The loans and other amounts outstanding under the ABL Credit Agreement and related documents are guaranteed by Hillman Solutions Corp., and, subject to certain exceptions, the Borrower’s wholly-owned domestic subsidiaries and are secured by substantially all of the Borrower’s and the guarantors’ assets plus, solely in the case of the Canadian Borrower, its and its wholly-owned Canadian subsidiary’s assets, which is guaranteed by the Canadian portion under the ABL Credit Agreement.

2023 Conversion of Debt from LIBOR Interest Rate to SOFR Interest Rate

The Company's debt instruments are subject to interest rate adjustments that were initially based on the London Interbank Offered Rate ("LIBOR").

However, due to the discontinuation of LIBOR as a benchmark rate and the industry's transition to the Secured Overnight Financing Rate (SOFR), the Company has undertaken the necessary steps to convert its debt from LIBOR interest rate to SOFR interest rate.

On June 30, 2023, the Company amended the term loan credit agreement to change the benchmark rate from LIBOR to SOFR.

The interest rate for the term loan is, at the discretion of the Company, (i) term SOFR plus a margin varying from 2.50% to 2.75% per annum based on leverage, plus a credit spread adjustment varying between 0.11% to 0.43%, depending on the SOFR tenor selected;

or (ii) an alternate base rate plus a margin varying from 1.50% to 1.75% per annum based on leverage.

2024 Conversion of Debt from CDOR Interest Rate to CORRA Interest Rate

Though the Company currently does not have any Canadian obligations outstanding on the ABL Revolver, the Company entered into Amendment No.

5 to the ABL Revolver on June 27, 2024 to transition its benchmark interest rate for Canadian borrowings from the Canadian Dollar Offered Rate ("CDOR") to the Term Canadian Overnight

55 | December 28, 2024 Form 10-K

Repo Rate Average ("CORRA").

The amendment and transition was due to the discontinuation of CDOR on June 30, 2024.

The foregoing descriptions of Amendment No.

5 to the ABL Revolver do not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No.

5 to the ABL Revolver and the Amended and Restated ABL Credit Agreement.

2024 Repricing

The interest rate for the term loan, after giving effect to the 2024 Repricing Amendment and 2025 Repricing Amendment described below, at the discretion of the Company, is (i) term SOFR plus a margin of 2.00%;

or (ii) an alternate base rate plus a margin of 1.00%.

2024 Term Loan Repricing

On March 26, 2024, the Company entered into a Repricing Amendment (2024 Repricing Amendment) on its existing Senior Term Loan due July 14, 2028.

The 2024 Repricing Amendment (i) reduces the interest rate per annum applicable to the Term Loan outstanding from SOFR plus a margin varying from 2.5 % to 2.75 % plus a Credit Spread Adjustment ("CSA") varying between 0.11 % to 0.43 % to SOFR plus a margin varying from 2.25 % to 2.50 %, without the CSA 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 2024 Repricing Amendment.

The 2024 Repricing Amendment (i) reduced the interest rate per annum applicable to the Term Loan outstanding from SOFR plus a margin varying from 2.5 % to 2.75 % plus a Credit Spread Adjustment ("CSA") varying between 0.11 % to 0.43 % to SOFR plus a margin varying from 2.25 % to 2.50 %, without the CSA and (ii) implemented 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 2024 Repricing Amendment.

In connection with the closing of the 2024 Repricing Amendment, the Company expensed $ 3,008 consisting of $ 1,554 of existing fees written off and $1,454 in new fees expensed.

The Company capitalized an additional $ 33 primarily for the payment of upfront lender fees (original issue discount).

2025 Term Loan Repricing

56 | December 27, 2025 Form 10-K

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) reduced 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) implemented 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.

The aggregate minimum principal maturities of the long-term debt obligations for each of the five years following December 27, 2025 are as follows:

9 unchanged sentences

The Company's leasing arrangements do not contain material residual value guarantees nor material restrictive covenants.

56 | December 28, 2024 Form 10-K

The components of operating and finance lease costs for the years ended December 27, 2025, December 28, 2024 and December 30, 2023 were as follows:

2 unchanged sentences

Operating lease costs $ 22,129 $ 21,821 $ 21,451

$ 21,821 $ 21,451 $ 19,670

Short term lease costs 3,810 3,164 5,534

8 unchanged sentences

The weighted average remaining lease terms and discount rates for all of our operating leases as of December 27, 2025 and December 28, 2024 were as follows:

57 | December 27, 2025 Form 10-K

December 27, 2025 December 28, 2024

17 unchanged sentences

Maturities of our lease liabilities for all operating and finance leases are as follows as of December 27, 2025:

57 | December 28, 2024 Form 10-K

Operating Leases Finance Leases

8 unchanged sentences

Present value of lease liabilities $ 81,406 $ 19,218

In July 2025, the Company entered into two additional operating leases which have not yet commenced;

one is for an expansion project at the existing Bakersfield, California location, the second lease is 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 for either lease.

The estimated future minimum rental commitments are approximately $ 407 per annum for the Bakersfield, California location beginning in 2026.

The estimated future minimum rental commitments for the Forest Park lease are approximately $ 4.5 million per year beginning in late summer 2027, depending on substantial completion, and increasing 3.25 % per year thereafter for 15 years, which gives the lease an estimated ending term in 2042.

58 | December 27, 2025 Form 10-K

The Company has certain arrangements for key duplication equipment under which we are the lessor.

13 unchanged sentences

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):

Year Ended December 27, 2025

Total number of shares repurchased ( 1,370 )

Total cost of shares repurchased (1)

(1) Effective January 1, 2023, 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

59 | December 27, 2025 Form 10-K

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

Common Stock (Shares)

Treasury Stock (Shares)

Total Net Shares Outstanding

Balance at December 31, 2022

194,548 0 194,548

Stock option activity, stock awards and employee stock purchase plan 365 0 365

Repurchases of common stock 0 0 0

Balance at December 30, 2023

194,913 0 194,913

Stock option activity, stock awards and employee stock purchase plan 1,793 0 1,793

Repurchases of common stock 0 0 0

Balance at December 28, 2024

196,706 0 196,706

Stock option activity, stock awards and employee stock purchase plan 1,151 0 1,151

Repurchases of common stock 0 ( 1,370 ) ( 1,370 )

Balance at December 27, 2025 197,857 ( 1,370 ) 196,487

Accumulated Other Comprehensive Loss

The following is the detail of the change in the Company's accumulated other comprehensive loss from December 31, 2022 to December 27, 2025 including the effect of significant reclassifications out of accumulated other comprehensive loss (net of tax) :

58 | December 28, 2024 Form 10-K

Accumulated Other Comprehensive Loss

2 unchanged sentences

Amounts reclassified from other comprehensive income¹ ( 15,608 )

Net current period other comprehensive income 6,130

Net current period other comprehensive loss ( 6,796 )

Balance at December 30, 2023 ( 27,820 )

Other comprehensive income before reclassifications 8,812

Amounts reclassified from other comprehensive income² ( 15,608 )

Other comprehensive loss before reclassifications ( 25,516 )

Amounts reclassified from other comprehensive loss²

Net current period other comprehensive loss ( 13,836 )

2 unchanged sentences

Amounts reclassified from other comprehensive income 3

Net current period other comprehensive loss ( 13,836 )

Net current period other comprehensive income 3,790

Balance at December 27, 2025 $ ( 37,866 )

During the year ended December 31, 2022, the Company deferred a gain of $ 22,711 , reclassified a gain of $ 4,394 and a net of tax of $ 4,631 into other comprehensive loss due to hedging activities.

(1) For the year ended December 30, 2023, the Company deferred a gain of $ 125 , reclassified a gain of $ 15,608 , including tax expense of $ 3,886 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.

For the year ended December 30, 2023, the Company deferred a gain of $125, reclassified a gain of $ 15,608 including tax expense of $3,886 into other comprehensive loss due to hedging activities.

(2) For the year ended December 28, 2024, the Company deferred a loss of $ 8162 , reclassified a loss of $ 11,680 including a tax benefit of $ 883 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.

For the year ended December 28, 2024 the Company deferred a loss of $ 8,162 , reclassified a loss of $ 11,680 including tax benefit of $ 883 into other comprehensive loss due to hedging activities.

(3) For 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.

1 unchanged sentence

STOCK-BASED COMPENSATION

60 | December 27, 2025 Form 10-K

HMAN Group Holdings Inc.

3 unchanged sentences

At that time, share awards under the Prior Plan were converted and modified to reflect share awards of the Company's common stock.

The modification of the vesting criteria of certain performance options resulted in $ 3,254 of additional compensation expense recognized in the year ended December 31, 2022.

The Company is no longer granting new awards under the 2014 Equity Incentive Plan.

5 unchanged sentences

Expected terms 6.25 years

59 | December 28, 2024 Form 10-K

Stock Options

16 unchanged sentences

Stock option compensation expense of $ 73 , $ 1,546 , and $ 3,504 was recognized in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.

As of December 28, 2024, there was $ 73 of unrecognized compensation expense for unvested common options.

The expense will be recognized as a charge to earnings over a weighted average period of approximately 0.08 years.

For the year ended, December 27, 2025, there was no unrecognized compensation expense for stock options, as all compensation related to the Prior Plan was fully expensed in 2025.

The total intrinsic value of share options exercised during the years ended 2025, 2024, and 2023 was $ 390 , $ 3,409 , and $ 162 , respectively.

3 unchanged sentences

The associated expense is recognized over the service period.

There were no restricted stock award activity under the 2014 Equity Incentive Plan for the years ended December 28, 2024 and December 30, 2023.

Restricted stock compensation expense of $ 346 was recognized in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the fiscal year ended December 31, 2022.

There were no restricted stock award activity under the 2014 Equity Incentive Plan for the years ended December 27, 2025, December 28, 2024 or December 30, 2023.

Restricted Stock Units

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

A summary of the restricted stock unit activity under the 2014 Equity Incentive Plan for the year ended December 28, 2024 is presented below (share amounts in thousands):

Number of Shares Weighted Avg.

Grant Date Fair Value

(in whole dollars)

Outstanding at December 30, 2023

Vested ( 199 )

Forfeited or expired —

Outstanding at December 28, 2024

61 | December 27, 2025 Form 10-K

Restricted stock unit compensation expense of $ 55 , $ 582 and $ 357 was recognized in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively.

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

There were no RSU activity under the 2014 Equity Incentive Plan for the year ended December 27, 2025.

Restricted stock unit compensation expense of $ 55 and $ 582 was recognized in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 28, 2024 and December 30, 2023, respectively.

2021 Equity Incentive Plan

1 unchanged sentence

On June 7, 2024, the 2021 Equity Incentive Plan was amended to increase the share reserve by 2,000,000 shares of common stock (the 2021 Equity Incentive Plan as amended is referred to as the “2021 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, the maximum number of shares of Stock that may be delivered in satisfaction of Awards under the 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 (not to exceed 14,523,510 shares of Stock in the aggregate) (the “Share Pool”).

20 unchanged sentences

885 $ 9.54 6.28 years

In the fiscal year ended December 28, 2024 48 options were exercised and in December 30, 2023 no options were exercised.

In the fiscal year ended December 27, 2025, 13 options were exercised and in the fiscal year ended December 28, 2024, 48 options were exercised.

Stock option compensation expense of $ 1,539 , $ 1,701 and $ 1,124 was recognized in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

1 unchanged sentence

The expense will be recognized as a charge to earnings over a weighted average period of approximately 0.94 years.

The weighted-average grant-date fair value of share options granted during the year ended 2024 was $ 4.55 .

The total intrinsic value of share options exercised during the year ended 2024 was $ 46 .

The total intrinsic value of share options exercised during the years ended December 27, 2025 and December 28, 2024 was $ 10 and $46, respectively.

Restricted Stock Units

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 first anniversary of the grant date or the date of the annual meeting following the grant date, whichever is earlier.

62 | December 27, 2025 Form 10-K

The RSUs granted to employees for service generally vest (i) after three years for RSUs granted prior to 2025;

and (ii) in equal annual installments over three years for RSUs granted in 2025 and thereafter, subject in each case to continued employment.

The RSUs granted to non-employee directors generally vest in full on the first anniversary of the grant date or the date of the annual meeting following the grant date, whichever is earlier.

A summary of the restricted stock unit activity under the 2021 Equity Incentive Plan for the year ended December 27, 2025 is presented below (share amounts in thousands):

3 unchanged sentences

Outstanding at December 28, 2024

2,437 9.11 years

Granted 1,633 9.30

2 unchanged sentences

Outstanding at December 27, 2025

3,529 9.30 years

Restricted stock unit compensation expense of $ 11,556 , $ 9,785 and $ 6,440 was recognized in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.

1 unchanged sentence

The expense will be recognized as a charge to earnings over a weighted average period of approximately 1.07 years.

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.

A summary of the performance stock unit activity under the 2021 Equity Inventive Plan for the year ended December 27, 2025 is presented below (share amounts in thousands):

Number of Shares Weighted Avg.

Grant Date Fair Value

(in whole dollars)

Outstanding at December 28, 2024

Granted 288 9.55

Forfeited or expired ( 21 )

Outstanding at December 27, 2025

PSU compensation expense of $ 686 was recognized in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the fiscal year ended December 27, 2025.

As of December 27, 2025, there was $ 1,864 of unrecognized compensation expense for unvested PSUs.

The expense will be recognized as a charge to earnings over a weighted average period of approximately 1.14 years.

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.

1 unchanged sentence

The first option period began on January 1, 2022 and the first purchase was made in April of 2022.

Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis over the vesting period.

For the years ended December 27, 2025, December 28, 2024, and December 30, 2023, there was approximately $ 392 , $ 376 , and $ 355 of compensation expense related to the ESPP, respectively.

63 | December 27, 2025 Form 10-K

EARNINGS PER SHARE

2 unchanged sentences

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):

62 | December 28, 2024 Form 10-K

Year Ended December 27, 2025

7 unchanged sentences

(Denominator) Per Share

Net loss $ ( 9,589 ) 194,722 $ ( 0.05 )

Dilutive effect of warrants — — —

Net loss per diluted common share $ ( 9,589 ) 194,722 $ ( 0.05 )

Net income $ 17,255 196,108 $ 0.09

Dilutive effect of stock options and awards — 2,807 —

Net income per diluted common share $ 17,255 198,915 $ 0.09

Year Ended December 30, 2023

13 unchanged sentences

Interest Rate Swap Agreements

On July 9, 2021, the Company entered into an interest swap agreement ("2021 Swap 1") for a notional amount of $ 144,000 .

The forward start date of the 2021 Swap 1 was July 30, 2021 and the termination date was July 31, 2024.

Originally, the 2021 Swap 1 has a determined pay fixed interest rate of 0.75 %.

As of June 30, 2023 the Company modified the terms of the swaps to replace the LIBOR-based reference rates with SOFR-based reference rates, in accordance with the respective swap agreements and market conventions.

This modification resulted in a determined pay fixed interest rate of 0.74%.

In accordance with ASC 815, the Company determined the 2021 Swap 1 constituted an effective cash flow hedge and therefore changes in fair value were recorded within other comprehensive income (loss) within the Company's Statement of Comprehensive Income (Loss) and the deferred gains or losses were reclassified out of other comprehensive income (loss) into interest expense in the same period during which the hedged transactions affect earnings.

On July 9, 2021, the Company entered into an interest swap agreement ("2021 Swap 2") for a notional amount of $ 216,000 .

The forward start date of the 2021 Swap 2 was July 30, 2021 and the termination date was July 31, 2024.

63 | December 28, 2024 Form 10-K

Originally, the 2021 Swap 2 has a determined pay fixed interest rate of 0.76 %.

This modification resulted in a determined pay fixed interest rate of 0.74%.

In accordance with ASC 815, the Company determined the 2021 Swap 2 constituted an effective cash flow hedge and therefore changes in fair value were recorded within other comprehensive income (loss) within the Company's Statement of Comprehensive Income (Loss) and the deferred gains or losses were reclassified out of other comprehensive income (loss) into interest expense in the same period during which the hedged transactions affect earnings.

On December 19, 2023, the Company entered into an interest swap agreement ("2024 Swap 1") for a notional amount of $ 144,000 .

2 unchanged sentences

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.

64 | December 27, 2025 Form 10-K

On December 19, 2023, the Company entered into an interest swap agreement ("2024 Swap 2") for a notional amount of $ 216,000 .

2 unchanged sentences

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 (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.

As of December 28, 2024, 2021 Swap 1 and 2021 Swap 2 expired, and as such, have no remaining value.

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

8 unchanged sentences

Derivatives designated as hedging instruments:

2021 Swap 1 Other current/ non-current assets

$ — $ 3,560 Other accrued expenses $ — $ —

2021 Swap 2 Other current/ non-current assets

— 5,336 Other accrued expenses — —

Other current/ non-current assets 787 207 Other non-current liabilities

2024 Swap 1 Other current/ non-current assets — 787 Other non-current liabilities ( 670 ) —

2024 Swap 2 Other current/ non-current assets — 1,961 Other non-current liabilities ( 589 ) —

Total hedging instruments $ — $ 2,748 $ ( 1,259 ) $ —

During 2025, the Company estimates that an additional $ 1,577 will be reclassified as a decrease to interest expense/income.

During 2026, the Company estimates that an additional $ 1,083 will be reclassified as an increase to interest expense/income.

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

5 unchanged sentences

The total fair value of the foreign currency forward contracts was $ 1,504 and $ 4,325 as of December 27, 2025 and December 28, 2024, respectively, and was reported on the accompanying Consolidated Balance Sheets in other current liabilities.

An increase in other income of $ 269 and $ 95 was recorded in the Consolidated Statements of Comprehensive Income (Loss) for the change in fair value during year ended December 28, 2024 and December 31, 2022, respectfully.

64 | December 28, 2024 Form 10-K

An increase in other income of $ 94 and $ 269 was recorded in the Consolidated Statements of Comprehensive Income (Loss) for the change in fair value during year ended December 27, 2025 and December 28, 2024, 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.

9 unchanged sentences

Observable market-based inputs or unobservable inputs that are corroborated by market data.

65 | December 27, 2025 Form 10-K

Unobservable inputs reflecting the reporting entity's own assumptions.

12 unchanged sentences

Interest rate swaps — 2,748 — 2,748

Foreign exchange forward contracts — 4,325 — 4,325

Contingent consideration payable — — 4,863 4,863

6 unchanged sentences

As of December 27, 2025 and December 28, 2024, the foreign exchange forward contracts were included in other current liabilities on the accompanying Consolidated Balance Sheets.

65 | December 28, 2024 Form 10-K

The contingent consideration represents future potential earn-out payments related to the Resharp acquisition in fiscal 2019 in which the maximum payout for the contingent consideration is $25.0 million plus 1.8% of net knife-sharpening revenues for five years after the $25.0 million is fully paid and the Instafob acquisition in the first quarter of 2020 where payment is based on 5% of the net sales from 2020 through 2022 plus 1% of net sales from 2023 through 2029.

6 unchanged sentences

The table below provides a summary of the changes in fair value of the Company’s contingent considerations (Level 3) for Resharp and Instafob as of December 27, 2025.

66 | December 27, 2025 Form 10-K

Other accrued expense

12 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Cybersecurity Incident

In late May 2023, the Company experienced a ransomware attack relating to certain systems on its network (the “Cybersecurity Incident”).

The Company promptly initiated an investigation, engaged the services of cybersecurity experts and outside advisors and worked with appropriate law enforcement authorities to contain, assess and remediate the Cybersecurity Incident.

The Cybersecurity Incident affected certain information technology systems.

As part of the containment effort, affected systems were suspended and the Company elected to temporarily suspend additional systems in an abundance of caution.

The Company reactivated and restored its operational systems over the course of the week following the Cybersecurity Incident.

The Cybersecurity Incident related costs net of an expected insurance receivable totaled $1.0 million.

System remediation efforts regarding the Cybersecurity Incident have concluded as of December 30, 2023.

In the fourth quarter of 2024, the Company received proceeds from our insurance claim that exceeded the amount recorded as a receivable by $617.

These proceeds represented the cost associated with lost revenue and incremental expenses incurred.

The Company expects to incur ongoing costs related to costs for ongoing efforts to enhance data security in response to ongoing developments in the cybersecurity landscape.

66 | December 28, 2024 Form 10-K

Insurance Coverage

The Company self-insures our general liability including products liability, automotive liability, and workers' compensation losses up to $ 500 per occurrence.

Catastrophic coverage has been purchased from third party insurers for occurrences up to $ 60,000 .

Catastrophic coverage has been purchased from third party insurers with a per occurrence and aggregate limit of $ 60,000 .

The two risk areas involving the most significant accounting estimates are workers' compensation and automotive liability.

3 unchanged sentences

The Company believes that the liability of approximately $ 2,184 recorded for such risk insurance reserves is adequate as of December 27, 2025.

As of December 28, 2024, the Company has provided certain vendors and insurers letters of credit aggregating $ 41.6 million related to our product purchases and insurance coverage of product liability, workers' compensation, and general liability.

As of December 27, 2025, the Company has provided certain vendors and insurers letters of credit aggregating $ 3,268 related to our product purchases and insurance coverage of product liability, workers' compensation, and general liability.

The Company self-insures our group health claims up to an annual stop loss limit of $ 300 per participant.

3 unchanged sentences

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 imports large quantities of fastener products which are subject to customs requirements and to tariffs 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.

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 nails products sourced from Asian countries.

Department of Commerce (the "Department”) conducts administrative reviews of compliance with anti-dumping duty and countervailing duty laws for certain nails 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.

67 | December 27, 2025 Form 10-K

As of December 27, 2025, the Company is 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 the consolidated financial condition, results of operations, or cash flows .

Hy-Ko Litigation

On June 1, 2021, Hy-Ko Products Company LLC ("Hy-Ko"), a manufacturer of key duplication machines, filed a complaint for, among other things, patent infringement against Hillman Group in the United States District Court for the Eastern District of Texas (Marshall Division).

The case was assigned Civil Action No.

2:21-cv-0197.

Hy-Ko's complaint alleged that Hillman's KeyKrafter and PKOR key duplication machines infringed certain patents, and sought damages and injunctive relief against the Hillman Group.

On October 7, 2022, following a jury trial commencing October 3, 2022, the jury rendered a verdict finding that Hillman infringed two Hy-Ko patents, but also found that there was no willfulness in the infringement.

The jury awarded Hy-Ko a one-time lump sum royalty payment of $16.0 million.

Following the verdict, on December 28, 2022, Hillman and Hy-Ko entered into a confidential settlement agreement that finally resolved all claims in the litigation (including those related to the jury verdict) and on January 4, 2023, the Court granted the parties’ joint stipulation dismissing all claims in the litigation with prejudice.

The terms of the settlement agreement include an $18.5 million payment from Hillman to Hy-Ko (in lieu of the $16.0 million jury verdict) and protection from any potential future patent infringement claims between the parties relating to key duplication or key identification through 2032.

The Kiosk Development Partner Dispute

67 | December 28, 2024 Form 10-K

On December 16, 2024, the Company entered into a settlement agreement with a kiosk development partner (the “Kiosk Partner”), pursuant to which the Company paid the Kiosk Partner a $5 million settlement payment on December 30, 2024 to resolve all claims and disputes alleged by the Kiosk Partner.

9 unchanged sentences

Income taxes, net of refunds 11,535 9,622 5,356

As of December 28, 2024 and December 30, 2023, capital expenditures recorded in accounts payable totaled $ 1,627 and $ 1,186 , respectively.

As of December 27, 2025, December 28, 2024 and December 30, 2023, capital expenditures recorded in accounts payable totaled $ 886 , $ 1,627 , and $ 1,186 , respectively.

CONCENTRATION OF CREDIT RISKS

9 unchanged sentences

The Company does not believe a sales concentration exists in these scenarios, as the independently owned hardware stores can continue to make purchases from the Company via a direct bill arrangement or via another purchasing cooperative.

As of December 28, 2024 approximately 15% of the Company's accounts receivable was derived through the Ace Hardware purchasing cooperative.

As of December 27, 2025 and December 28, 2024, approximately 17.1 % and 15 % of the Company's accounts receivable was derived through the Ace Hardware purchasing cooperative, respectively.

Except as described in the paragraphs above, no other customer accounted for more than 10% of the Company's accounts receivables in 2025 or 2024.

In the year ended December 28, 2024 the Company derived over 10% of its total revenues from two separate customers which operated in each of the operating segments, whereas in years ended December 30, 2023, and December 31, 2022, the Company derived over 10% of its total revenues from two separate customers which operated in each of the operating segments.

In the years ended December 27, 2025, December 28, 2024 and December 30, 2023, the Company derived over 10% of its total revenues from two separate customers which operated in each of the operating segments.

The following table presents revenue from each customer as a percentage of total revenue for each of the years ended:

11 unchanged sentences

• Robotics and Digital Solutions

The Hardware and Protective Solutions segment distributes fasteners and related hardware items, threaded rod, personal protective equipment, and letters, numbers, and signs to hardware stores, home centers, mass merchants, and other retail outlets primarily in the United States and Mexico.

Previously, accessories were included under the Robotics and Digital Solutions segment leadership team.

Please see Note 1 - Basis of Presentation for more information.

The Hardware and Protective Solutions segment distributes fasteners and related hardware items, threaded rod, personal protective equipment, key accessories, and letters, numbers, and signs to hardware stores, home centers, mass merchants, and other retail outlets primarily in the United States and Mexico.

The Robotics and Digital Solutions segment consists of key duplication and engraving kiosks that can be operated directly by the consumer, primarily in the United States.

The kiosks operate in retail and other high-traffic locations offering customized licensed and unlicensed products targeted to consumers in the respective locations.

It also includes our associate-assisted key duplication systems and key accessories.

The Robotics and Digital Solutions segment also includes Resharp, our robotic knife sharpening business, and Instafob, which specializes in RFID ("Radio Frequency Identification") key duplication technology.

It also includes our associate-assisted key duplication systems.

The Canada segment distributes fasteners and related hardware items, threaded rod, keys, key duplicating systems, engraving kiosks, accessories, personal protective equipment, and identification items, such as tags and letters, numbers, and signs to hardware stores, home centers, mass merchants, industrial distributors, automotive aftermarket distributors, and other retail outlets and industrial Original Equipment Manufacturers (“OEMs”) in Canada.

9 unchanged sentences

The CODM reviews balance sheet accounts on a consolidated basis and does not regularly review balance sheet accounts by segment as part of their performance assessment and decision-making process.

The CODM primarily focuses on net sales growth, cost efficiencies, market expansion and product development rather than financial position.

The accounting policies of the Company’s segments are the same as those described in Note 1 - Basis of Presentation.

The CODM primarily focuses on net sales growth,

69 | December 27, 2025 Form 10-K

cost efficiencies, market expansion and product development rather than financial position.

The accounting policies of the Company’s segments are the same as those described in Note 1 - Basis of Presentation.

Segment adjusted EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP.

1 unchanged sentence

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 Consolidated Financial Statements and in the Notes to the Consolidated Financial Statements were reclassified to conform to the current year’s presentation.

This had no impact on the prior period's consolidated balance sheets, consolidated statements of comprehensive income (loss), consolidated statements of cash flows, or consolidated statements of stockholders' equity.

Hardware and Protective Solutions Year Ended December 27, 2025

35 unchanged sentences

(3) Adjusted general and administrative expense excludes stock compensation expense, acquisition and integration expense, consulting expense and legal charges related to settlements, see Note 15 - Commitments and Contingencies.

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

70 | December 27, 2025 Form 10-K

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

Year Ended December 27, 2025

15 unchanged sentences

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.

Year Ended December 27, 2025

16 unchanged sentences

Income (loss) before income taxes $ 56,596 $ 26,552 $ ( 7,382 )

SUBSEQUENT EVENTS

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.

71 | December 27, 2025 Form 10-K

21 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 8. Financial Statements and Supplementary Data