What changed in this filing

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Item 1. Financial Statements

2026-01-28 compared with 2025-10-29 · 92 added, 88 removed, 491 unchanged (27% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 28,

2025 March 30,

41 unchanged sentences

60,000,000 shares of $ 0.01 par value;

20,740,284 and 20,684,621 shares issued and outstanding as of September 28, 2025 and March 30, 2025, respectively

20,740,284 and 20,684,621 shares issued and outstanding as of December 28, 2025 and March 30, 2025, respectively

Additional paid-in capital 29,112 24,094

7 unchanged sentences

(In thousands, except share and per-share data)

Three Months Ended Six Months Ended

September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three months ended Nine months ended

2025 December 29,

2024 December 28,

2025 December 29,

Sales $ 244,080 $ 226,205 $ 817,786 $ 729,113

17 unchanged sentences

(In thousands)

Three Months Ended Six Months Ended

September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three months ended Nine months ended

2025 December 29,

2024 December 28,

2025 December 29,

Net income $ 14,312 $ 15,021 $ 66,085 $ 68,018

Other comprehensive income, net of tax:

Unrealized loss on interest rate swap ( 217 ) ( 1,330 ) ( 541 ) ( 1,436 )

Unrealized (loss) gain on interest rate swap ( 256 ) 629 ( 797 ) ( 807 )

Total comprehensive income $ 14,056 $ 15,650 $ 65,288 $ 67,211

14 unchanged sentences

Shares surrendered for payroll taxes ( 28,590 ) — ( 3,028 ) — — ( 3,028 )

Other comprehensive income, net of tax — — — — ( 324 ) ( 324 )

Other comprehensive loss, net of tax — — — — ( 324 ) ( 324 )

Net income — — — 29,175 — 29,175

5 unchanged sentences

ESPP shares issued 15,700 — 1,609 — — 1,609

Other comprehensive income, net of tax — — — — ( 217 ) ( 217 )

Other comprehensive loss, net of tax — — — — ( 217 ) ( 217 )

Net income — — — 22,598 — 22,598

BALANCE — September 28, 2025 20,740,284 $ 207 $ 27,261 $ 478,309 $ 1,191 $ 506,968

Cash dividends declared and paid ($ 0.19 per share)

— — — ( 3,969 ) — ( 3,969 )

Share-based compensation expense — — 1,851 — — 1,851

Other comprehensive loss, net of tax — — — — ( 256 ) ( 256 )

Net income — — — 14,312 — 14,312

BALANCE — December 28, 2025 20,740,284 $ 207 $ 29,112 $ 488,652 $ 935 $ 518,906

Common Stock Additional

21 unchanged sentences

BALANCE — September 29, 2024 20,766,764 $ 208 $ 31,060 $ 410,425 $ 1,679 $ 443,372

Cash dividends declared and paid ($ 0.18 per share)

— — — ( 3,764 ) — ( 3,764 )

Share-based compensation expense — — 1,723 — — 1,723

Other comprehensive income, net of tax — — — — 629 629

Net income — — — 15,021 $ — 15,021

BALANCE — December 29, 2024 20,766,764 $ 208 $ 32,783 $ 421,682 $ 2,308 $ 456,981

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Six Months Ended

September 28,

2025 September 29,

Nine months ended

2025 December 29,

CASH FLOWS FROM OPERATING ACTIVITIES:

47 unchanged sentences

All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for the six months ended September 28, 2025 are not necessarily indicative of the results that may be expected for the full year.

The results of operations for the nine months ended December 28, 2025 are not necessarily indicative of the results that may be expected for the full year.

As used in this Form 10-Q, except where otherwise stated or indicated by the context, "Hawkins," "we," "us," the Company," or "our" means Hawkins, Inc.

1 unchanged sentence

References to "fiscal 2024" refer to the fiscal year ended March 31, 2024, references to "fiscal 2025" refer to the fiscal year ended March 30, 2025, and references to "fiscal 2026" refer to the fiscal year ending March 29, 2026.

Effective beginning with the first quarter of fiscal 2026, we realigned our reporting segments to reflect organizational changes made and to reflect the way we manage our operations and allocate resources.

Effective beginning with the first quarter of fiscal 2026, we realigned our reporting segments to reflect how we manage our operations and allocate resources.

We believe this realignment better reflects the value our company provides to our customers and our evolution from a bulk commodity distributor into a specialty ingredients company.

9 unchanged sentences

The accounting policies we follow are set forth in Note 1 – Nature of Business and Significant Accounting Policies to our consolidated financial statements in our Annual Report on Form 10-K for fiscal 2025 , previously filed with the SEC.

There have been no significant change in our accounting policies since the end of fiscal 2025.

There have been no significant changes in our accounting policies since the end of fiscal 2025.

Recently Issued Accounting Pronouncements

3 unchanged sentences

2023-09 to enhance the transparency and decision-usefulness of income tax disclosures and to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024, our fiscal 2026.

The adoption of ASU No.

2023-09 is not expected to have a material impact on our consolidated financial statements but will require a lower level of disclosure in our Form 10-K for the year ending March 29, 2026 and in periodic reports thereafter.

2023-09 is not expected to have a material impact on our consolidated financial statements but will require a lower level of disclosure in our Form 10-K for fiscal 2026 and in periodic reports thereafter.

Disaggregation of Income Statement Expenses (ASU No.2024-03)

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public entities to disclose, within the footnotes to the financial statements, disaggregated information about certain income statement expense captions, including disclosure of amounts for purchases of inventory, employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, on a prospective basis, with early adoption and retrospective application permitted.

We are currently evaluating the impact of the adoption of this standard on our consolidated financial statement disclosures.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, our fiscal 2028, and interim periods within fiscal years beginning after December 15, 2027, our fiscal 2029, on a prospective basis, with early adoption and retrospective application permitted.

We are currently evaluating the impact of the adoption of this standard on our consolidated financial statement disclosures in our Form 10-K for fiscal 2028 and periodic reports thereafter.

"One Big Beautiful Bill Act"

17 unchanged sentences

WaterSurplus is based in Rockford, IL and delivers sustainable water treatment solutions to customers throughout the United States.

The total purchase price, including the estimated $ 43.0 million earnout liability, was preliminarily allocated as follows:

The total purchase price, including the estimated fair value of $ 43.0 million for the earnout liability, was allocated as follows:

$ 76.0 million to customer relationships, to be amortized over 15 years;

4 unchanged sentences

and the remaining amount of $ 3.2 million to net working capital.

During the three months ended September 28, 2025, a measurement period adjustment was finalized related to the acquisition of WaterSurplus.

The initial accounting was provisional, and the final fair value of identified contract assets was higher than initially estimated.

The total adjustment increased the carrying amount of contract assets by $ 1.4 million and decreased the carrying amount of goodwill by $ 1.4 million.

The measurement period adjustment had no impact on the condensed consolidated statements of income for the three months ended September 28, 2025.

The goodwill recognized as a result of this acquisition is expected to be deductible for tax purposes.

The purchase price allocation is not yet complete due to the timing of the acquisition.

We have completed the purchase price allocation.

The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

2 unchanged sentences

The unaudited pro forma information is not necessarily indicative of what our consolidated results of operations actually would have been had the acquisition occurred at the beginning of each fiscal year, nor is it indicative of our future operational results.

Three Months Ended Six Months Ended

(in thousands, except per share data) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three months ended Nine months ended

(in thousands, except per share data) December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024

Pro forma sales $ 244,080 $ 237,458 $ 819,941 $ 756,079

11 unchanged sentences

and (h) recording income taxes at our effective tax rate for each period.

Sales of WaterSurplus of $ 5.7 million for the three months ended September 28, 2025 and $ 17.9 million for the six months ended September 28, 2025 were included in our condensed consolidated statements of income.

Operating loss of WaterSurplus of $ 2.3 million for the three months ended September 28, 2025 and $ 0.2 million for the six months ended September 28, 2025 was also included in our condensed consolidated statements of income.

Inclusive of four additional immaterial acquisitions not discussed above, total cash consideration for the acquisitions completed in the six months ended September 28, 2025 was $ 162.5 million.

Sales of WaterSurplus of $ 8.4 million for the three months ended December 28, 2025 and $ 26.5 million for the nine months ended December 28, 2025 were included in our condensed consolidated statements of income.

Operating loss of WaterSurplus of $ 1.6 million for the three months ended December 28, 2025 and $ 1.8 million for the nine months ended December 28, 2025 was also included in our condensed consolidated statements of income.

Inclusive of five additional immaterial acquisitions not discussed above, total cash consideration for the acquisitions completed in the nine months ended December 28, 2025 was $ 167.1 million.

Fiscal 2025 Acquisitions

We completed four acquisitions in fiscal 2025, including the previously announced acquisitions shown below.

Amerochem Corporation was acquired on January 31, 2025 for $ 44.0 million.

Amerochem Corporation ("Amerochem") was acquired on January 31, 2025 for $ 44.0 million.

Located in North Carolina, Amerochem distributed water treatment chemicals and equipment to its customers located primarily in North Carolina.

Waterguard, Inc.

was acquired on October 31, 2024 for $ 18.0 million.

("Waterguard") was acquired on October 31, 2024 for $ 18.0 million.

Located in North Carolina, Waterguard distributed water treatment chemicals and equipment to its customers located primarily in North Carolina.

Intercoastal Trading, Inc.

was acquired on June 3, 2024 for $ 22.0 million.

Located in Maryland, Intercoastal Trading distributed water treatment chemicals and equipment to its customers in Maryland, Delaware, and Virginia.

Inclusive of one immaterial acquisition not discussed above, total cash consideration for the 2025 acquisitions completed in the six months ended September 29, 2024 was $ 25.4 million.

("Intercoastal") was acquired on June 3, 2024 for $ 22.0 million.

Located in Maryland, Intercoastal distributed water treatment chemicals and equipment to its customers in Maryland, Delaware, and Virginia.

Inclusive of one immaterial acquisition not discussed above, total cash consideration for the 2025 acquisitions completed in the nine months ended December 29, 2024 was $ 43.4 million.

Note 3 - Revenue

2 unchanged sentences

Reporting by operating segment is pertinent to understanding our revenues, as it aligns to how we review the financial performance of our operations.

The following tables disaggregate external customer net sales by major revenue stream as reviewed internally for the three and six months ended September 28, 2025 and September 29, 2024:

Three months ended September 28, 2025

The following tables disaggregate external customer net sales by major revenue stream as reviewed internally for the three and nine months ended December 28, 2025 and December 29, 2024:

Three months ended December 28, 2025

(In thousands) Water

10 unchanged sentences

Total external customer sales $ 120,487 $ 70,004 $ 53,589 $ 244,080

Three months ended September 29, 2024

Three months ended December 29, 2024

(In thousands) Water

10 unchanged sentences

Total external customer sales $ 99,752 $ 77,730 $ 48,723 $ 226,205

Six months ended September 28, 2025

Nine months ended December 28, 2025

(In thousands) Water

10 unchanged sentences

Total external customer sales $ 420,961 $ 232,095 $ 164,730 $ 817,786

Six months ended September 29, 2024

Nine months ended December 29, 2024

(In thousands) Water

16 unchanged sentences

Basic and diluted EPS were calculated using the following:

Three Months Ended Six Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three months ended Nine months ended

December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024

Weighted-average common shares outstanding—basic 20,740,284 20,766,764 20,731,837 20,780,213

25 unchanged sentences

Changes in fair value are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Income.

The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of September 28, 2025 and March 30, 2025.

(In thousands) September 28, 2025 March 30, 2025

The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of December 28, 2025 and March 30, 2025.

(In thousands) December 28, 2025 March 30, 2025

Deferred compensation plan assets Level 1 $ 14,808 $ 11,723

8 unchanged sentences

Fair value adjustments to Water Solutions earnout liability Level 3 $ ( 6,194 )

Earnout liability at September 28, 2025

Earnout liability at December 28, 2025

Note 6 – Inventories

Inventories at September 28, 2025 and March 30, 2025 consisted of the following:

September 28,

Inventories at December 28, 2025 and March 30, 2025 consisted of the following:

2025 March 30,

10 unchanged sentences

Addition due to acquisitions 86,904 722 — 87,626

Balance as of September 28, 2025

Balance as of December 28, 2025

$ 170,872 $ 46,871 $ 5,292 $ 223,035

The following is a summary of our identifiable intangible assets as of September 28, 2025 and March 30, 2025:

September 28, 2025 March 30, 2025

The following is a summary of our identifiable intangible assets as of December 28, 2025 and March 30, 2025:

December 28, 2025 March 30, 2025

(In thousands) Gross

11 unchanged sentences

Note 8 – Debt

On April 25, 2025, we entered into a second amendment that further amended the Existing Credit Agreement (as amended, the “Credit Agreement”).

The second amendment increased the revolving commitment under the Existing Credit Agreement to provide us with senior secured revolving credit facilities (the “Revolving Loan Facility”) totaling $ 400.0 million.

We are party to a second amended and restated credit agreement with U.S.

Bank National Association (“U.S.

Bank”) as administrative agent, sole lead arranger and sole book runner, and the other lenders from time to time party thereto (collectively, the “Lenders”), dated as of March 31, 2022 (and as amended, restated or modified from time to time, the “Credit Agreement”).

A Joinder, Consent and Second Amendment dated April 25, 2025 increased the revolving commitment under the Credit Agreement to provide us with senior secured revolving credit facilities (the “Revolving Loan Facility”) totaling $ 400.0 million.

A Third Amendment dated October 15, 2025, modified terms related to qualified receivables transactions, as defined in the Credit Agreement.

The Revolving Loan Facility includes a $ 10.0 million letter of credit subfacility and $ 25.0 million swingline subfacility.

Bank, JP Morgan Chase Bank, N.A., Wells Fargo Bank, N.A., and Associated Bank, N.A.

were lenders under the Credit Agreement as of the date of the second amendment.

We drew approximately $ 150 million of the proceeds from the Revolving Loan Facility to acquire substantially all of the assets of WaterSurplus.

In addition to using the debt proceeds from the Revolving Loan Facility to pay off the existing debt at the time, we drew approximately $ 150 million of additional proceeds to acquire substantially all of the assets of WaterSurplus as discussed in Note 2.

We may use other proceeds from the Revolving Loan Facility for working capital, capital expenditures, restricted payments and other acquisitions permitted under the Credit Agreement, and other general corporate purposes.

We paid fees of approximately $ 1.0 million associated with this refinancing.

We paid fees of approximately $ 1.0 million associated with the April refinancing.

The Revolving Loan Facility is scheduled to mature on April 25, 2030.

2 unchanged sentences

The notional amount of the swap agreement is $ 60 million.

At September 28, 2025, the effective interest rate on our borrowings was 5.1 %.

Debt at September 28, 2025 and March 30, 2025 consisted of the following:

September 28,

At December 28, 2025, the effective interest rate on our borrowings was 4.8 %.

Debt at December 28, 2025 and March 30, 2025 consisted of the following:

2025 March 30,

9 unchanged sentences

The tax years prior to our fiscal year ended April 3, 2022 are closed to examination by the Internal Revenue Service, and with few exceptions, state and local income tax jurisdictions.

Our effective income tax rate was approximately 27% for both the three months ended September 28, 2025 and September 29, 2024, and approximately 26 % for both the six months ended September 28, 2025 and September 29, 2024.

Our effective income tax rate was approximately 27 % for the three months ended December 28, 2025 and 26 % for the three months ended December 29, 2024, and approximately 26 % for both the nine months ended December 28, 2025 and December 29, 2024.

The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes.

6 unchanged sentences

We are recording the compensation expense for the outstanding performance share units and the converted restricted stock over the life of the awards.

The following table represents the restricted stock activity for the six months ended September 28, 2025:

The following table represents the restricted stock activity for the nine months ended December 28, 2025:

Shares Weighted-

5 unchanged sentences

Unvested at end of period 136,846 $ 95.93

We recorded compensation expense related to performance share units and restricted stock of $ 1.9 million for the three months ended September 28, 2025 and $ 1.5 million for the three months ended September 29, 2024.

We recorded compensation expense related to performance share units and restricted stock of $ 3.6 million for the six months ended September 28, 2025 and $ 2.6 million for the six months ended September 29, 2024.

We recorded compensation expense related to performance share units and restricted stock of $ 1.3 million for both the three months ended December 28, 2025 and December 29, 2024.

We recorded compensation expense related to performance share units and restricted stock of $ 4.9 million for the nine months ended December 28, 2025 and $ 3.9 million for the nine months ended December 29, 2024.

Substantially all of the compensation expense was recorded in selling, general and administrative expenses in the condensed consolidated statements of income.

2 unchanged sentences

The restricted stock awards are under our 2019 Plan and are generally expensed over a one-year vesting period, based on the market value on the date of grant.

As of September 28, 2025, there were 4,396 shares of restricted stock with an average grant date fair value of $ 159.16 outstanding under this program.

Compensation expense related to restricted stock awards to the Board was $ 0.2 million for both the three months ended September 28, 2025 and September 29, 2024.

Compensation expense related to restricted stock awards to the Board was $ 0.3 million for both the six months ended September 28, 2025 and September 29, 2024.

During the three months ended September 28, 2025, certain employees from the WaterSurplus acquisition received restricted stock awards under the 2019 Plan, primarily to incentivize their continued service.

As of December 28, 2025, there were 4,396 shares of restricted stock with an average grant date fair value of $ 159.16 outstanding under this program.

Compensation expense related to restricted stock awards to the Board was $ 0.2 million for both the three months ended December 28, 2025 and December 29, 2024.

Compensation expense related to restricted stock awards to the Board was $ 0.5 million for both the nine months ended December 28, 2025 and December 29, 2024.

During the nine months ended December 28, 2025, certain employees from the WaterSurplus acquisition received restricted stock awards under the 2019 Plan, primarily to incentivize their continued service.

The restricted stock awards will be expensed over a three-year vesting period, based on the market value on the date of grant.

As of September 28, 2025, there were 8,713 shares of restricted stock with an average grant date fair value of $ 142.10 outstanding under this program.

Compensation expense related to restricted stock awards to certain WaterSurplus employees was $ 0.1 million for the three and six months ended September 28, 2025 and none for the three and six months ended September 29, 2024.

As of December 28, 2025, there were 8,713 shares of restricted stock with an average grant date fair value of $ 142.10 outstanding under this program.

Compensation expense related to restricted stock awards to certain WaterSurplus employees was $ 0.1 million for the three months ended December 28, 2025 and $ 0.2 million nine months ended December 28, 2025.

No expense was recorded for the three and nine months ended December 29, 2024.

Note 11 – Share Repurchase Program

2 unchanged sentences

Upon purchase of the shares, we reduce our common stock for the par value of the shares with the excess applied against additional paid-in capital.

During the three and six months ended September 28, 2025, no shares were repurchased.

During the three months ended September 29, 2024, no shares were repurchased, and during the six months ended September 29, 2024, we repurchased 105,541 shares at an aggregate purchase price of $ 9.1 million.

As of September 28, 2025, 731,544 shares remained available to be repurchased under the share repurchase program.

During the three and nine months ended December 28, 2025, no shares were repurchased.

During the three months ended December 29, 2024, no shares were repurchased, and during the nine months ended December 29, 2024, we repurchased 105,541 shares at an aggregate purchase price of $ 9.1 million.

As of December 28, 2025, 731,544 shares remained available to be repurchased under the share repurchase program.

Note 12 – Commitments and Contingencies

6 unchanged sentences

While it is possible that additional expense related to the remediation will be incurred in future periods if currently unknown issues arise, we are unable to estimate the extent of financial impact related to any such unknown issues.

No expenses were charged against this liability during both the three and six months ended September 28, 2025 and September 29, 2024.

No expenses were charged against this liability during both the three and nine months ended December 28, 2025 and December 29, 2024.

Note 13 – Segment Information

21 unchanged sentences

Treatment Food & Health Sciences Industrial Solutions Total

Three months ended September 28, 2025:

Three months ended December 28, 2025:

Sales $ 120,487 $ 70,004 $ 53,589 $ 244,080

11 unchanged sentences

Depreciation and amortization 7,902 3,290 2,218 13,410

Three months ended September 29, 2024:

(In thousands) Water

Treatment Food & Health Sciences Industrial Solutions Total

Three months ended December 29, 2024:

Sales $ 99,752 $ 77,730 $ 48,723 $ 226,205

11 unchanged sentences

Depreciation and amortization 4,808 3,151 2,152 10,111

(In thousands) Water

Treatment Food & Health Sciences Industrial Solutions Total

Six months ended September 28, 2025:

Nine months ended December 28, 2025:

Sales $ 420,961 $ 232,095 $ 164,730 $ 817,786

7 unchanged sentences

Income tax expense ( 23,331 )

Identifiable assets*

Net income 66,085

Capital expenditures 22,614 7,728 8,321 38,663

Depreciation and amortization 22,660 9,704 6,599 38,963

Six months ended September 29, 2024:

Nine months ended December 29, 2024:

Sales $ 341,456 $ 234,225 $ 153,432 $ 729,113

7 unchanged sentences

Income tax expense ( 23,943 )

Identifiable assets*

Net income 68,018

Capital expenditures 15,910 6,695 7,403 30,008

Depreciation and amortization 13,673 9,362 6,333 29,368

*Unallocated assets not included, consisting primarily of cash and cash equivalents, prepaid expenses, and non-qualified deferred compensation plan assets of $ 32.1 million at September 28, 2025 and $ 28.0 million at September 29, 2024.

*Unallocated assets not included, consisting primarily of cash and cash equivalents, prepaid expenses, and non-qualified deferred compensation plan assets of $ 34.9 million at December 28, 2025 and $ 33.3 million at December 29, 2024.

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-Q

Item 1. Financial Statements