What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-20 · 24 added, 19 removed, 188 unchanged (19% of the section changed)

52 unchanged sentences

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended December 28, 2024, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement ,” as those terms are defined in Regulation S-K, Item 408.

On November 6, 2025, Amanda Kitzberger, Chief Legal Officer & Secretary of the Company, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan” ) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).

Kitzberger’s Rule 10b5-1 Trading Plan, which has a term extending through March 13, 2026, provides for the sale of up to 16,533 shares of common stock pursuant to the terms of the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

8 unchanged sentences

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

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

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

As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and certain

76 | December 27, 2025 Form 10-K

contractors, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

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

ITEM 11 – EXECUTIVE COMPENSATION.

10 unchanged sentences

77 | December 27, 2025 Form 10-K

Financial Statements:

F inancial Statements:

See “Index to Financial Statements” in “Item 8.

Financial Statements and Supplementary Data” herein.

Financial Statement Schedules:

F inancial Statement Schedules:

All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

9 unchanged sentences

Hillman Solutions Corp.

2021 Equity Incentive Plan, dated July 14, 2021 (incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2022).

2021 Equity Incentive Plan, as amended on June 3, 2025.

(incorporated by reference to Exhibit 10.1 of Hillman Companies, Inc.’s Current Report on Form 8-K filed with the SEC on June 3, 2025).

10.3* Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2021).

Hillman Solutions Corp.

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2022).

2021 Employee Stock Purchase Plan, as amended on June 3, 2025 (incorporated by reference to Exhibit 10.2 of Hillman Companies, Inc.’s Current Report on Form 8-K filed with the SEC on June 3, 2025).

Hillman Solutions Corp.

8 unchanged sentences

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).

Form of Performance Stock Unit Agreement under the Hillman Solutions Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2025).

Form of Restricted Stock Unit Agreement under the Hillman Solutions Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2025).

Hillman Solutions Corp.

2 unchanged sentences

Amendment to Employment Agreement between Scott Ride and The Hillman Group Canada ULC., dated June 10, 2015 (incorporated by reference to Exhibit 10.12 of The Hillman Companies, Inc.’s Annual Report on Form 10-K filed with the SEC on March 21, 2018) .

Employment Agreement between Gary Seeds and The Hillman Group, Inc., dated April 21, 2010, as amended by that certain Amendment to Employment Agreement, dated June 10, 2015 (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2022).

Separation Agreement, dated September 16, 2025, by and between the Company and Scott C.

Ride (incorporated by reference to Exhibit 10.1 of Hillman Companies, Inc.’s Current Report on Form 8-K filed with the SEC on September 16, 2025).

ABL Credit Agreement, dated as of May 31, 2018, by and among The Hillman Group, Inc., The Hillman Companies, Inc., The Hillman Group Canada ULC, the Lenders and Issuing Banks from time to time party thereto, Barclays Bank PLC, as administrative agent and swingline lender, Jefferies Finance LLC, Citizens Bank, N.A.

and MUFG Union Bank, N.A., as joint lead arrangers and joint bookrunners, Credit Suisse Loan Funding LLC, as an arranger and PNC Bank, National Association, as documentation agent (incorporated by reference to Exhibit 10.2 of The Hillman Companies, Inc.’s Current Report on Form 8-K, filed with the SEC on June 5, 2018).

78 | December 27, 2025 Form 10-K

Amendment No.

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.

5 unchanged sentences

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 ) .

5 to the ABL Credit Agreement, dated as of June 27, 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 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2024).

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 ).

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 ( incorporated by reference to Exhibit 10.20 of the Company's Annual Report on Form 10-K filed with the SEC on February 20, 2025 ).

Amended Term Loan Credit Agreement, dated July 14, 2021 and as amended as of June 30, 2023, by and among The Hillman Companies, Inc., The Hillman Group, Inc., the financial institutions party thereto as Lenders, and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2023).

2 unchanged sentences

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 ).

2 to the Term Loan Credit Agreement, dated as of March 26, 2024, 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, 2024).

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 ( (incorporated by reference to Exhibit 10.2 4 of the Company's Annual Report on Form 10-K filed with the SEC on February 20, 2025 ) .

HMAN Group Holdings, Inc.

12 unchanged sentences

Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of The Hillman Companies, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 15, 2004) .

79 | December 27, 2025 Form 10-K

Hillman Solutions Corp.

2 unchanged sentences

19.1 Hillman Solutions Corp.

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 ) .

Insider Trading Policy, Last Revised April 2 4 , 202 5 ( filed herewith ).

21.1 List of Subsidiaries (filed herewith).

1 unchanged sentence

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

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).

27 unchanged sentences

Kraft Principal Financial Officer February 17, 2026

McCalla Chief Accounting Officer February 20, 2025

McCalla Principal Accounting Officer February 17, 2026

/s/ Douglas J.

15 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