HAWKINS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of March 29, 2026, based on the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In making this assessment as of March 29, 2026, we have excluded the water treatment operations acquired from WaterSurplus in April 2025. WaterSurplus' total assets, excluding goodwill and intangible assets - net, and net sales, represented 2.9% and 3.2% of our consolidated total assets and consolidated net sales, respectively, as of and for the year ended March 29, 2026. We have excluded that business because we have not had sufficient time to make an assessment of its internal control over financial reporting using the COSO criteria in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. In excluding the business from our assessment, we have considered the “Frequently Asked Questions” as set forth by the office of the Chief Accountant and the Division of Corporate Finance on June 24, 2004, as revised on September 24, 2007, which acknowledges that it may not be possible to conduct an assessment of an acquired business’s internal control over financial reporting in the period between the consummation date and the date of management’s assessment and contemplates that such business would be excluded from management’s assessment in the year of acquisition. Based on this assessment, management believes that our internal control over financial reporting was effective as of March 29, 2026. Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting for March 29, 2026, which is included in the Report of Independent Registered Public Accounting Firm in Item 8 of this Annual Report on 10-K. Changes in Internal Control Procedures There was no change in our internal control over financial reporting during the fourth quarter of fiscal 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 57 ITEM 9B. OTHER INFORMATION None of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended March 29, 2026. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 58 PART III Certain information required by Part III is incorporated by reference from Hawkins’ definitive Proxy Statement for the Annual Meeting of Shareholders to be held on July 29, 2026 (the “2026 Proxy Statement”). Except for those portions specifically incorporated in this Form 10-K by reference to the 2026 Proxy Statement, no other portions of the 2026 Proxy Statement are deemed to be filed as part of this Form 10-K. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The disclosure under the headings "Proposal One - Election of Directors,” “Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports” of the 2026 Proxy Statement is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer, controller and other persons performing similar functions. We have posted the Code of Business Conduct and Ethics on our website located at www.hawkinsinc.com. Hawkins’ Code of Business Conduct and Ethics is also available in print to any shareholder who requests it in writing from our Corporate Secretary. We intend to post on our website any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, controller and other persons performing similar functions within four business days following the date of such amendment or waiver. We are not including the information contained on our website as part of, or incorporating it by reference into, this report. ITEM 11. EXECUTIVE COMPENSATION The disclosure under the heading “Compensation of Executive Officers and Directors” in the 2026 Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The disclosure under the headings “Security Ownership of Management and Beneficial Ownership” and “Equity Compensation Plan Information” in the 2026 Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The disclosure under the headings “Election of Directors” and “Related Party Transactions” of the 2026 Proxy Statement is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The disclosure under the heading “Independent Registered Public Accounting Firm’s Fees” of the 2026 Proxy Statement is incorporated herein by reference. 59 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) FINANCIAL STATEMENTS OF THE COMPANY The following financial statements of Hawkins, Inc. are filed as part of this Annual Report on Form 10-K: Reports of Independent Registered Public Accounting Firms. Consolidated Balance Sheets at March 29, 2026 and March 30, 2025. Consolidated Statements of Income for the fiscal years ended March 29, 2026, March 30, 2025 and March 31, 2024. Consolidated Statements of Comprehensive Income for the fiscal years ended March 29, 2026, March 30, 2025 and March 31, 2024. Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 29, 2026, March 30, 2025, and March 31, 2024. Consolidated Statements of Cash Flows for the fiscal years ended March 29, 2026, March 30, 2025, and March 31, 2024. Notes to Consolidated Financial Statements. (a)(2) FINANCIAL STATEMENT SCHEDULES OF THE COMPANY The additional financial data listed below is included as a schedule to this Annual Report on Form 10-K and should be read in conjunction with the financial statements presented in Part II, Item 8. Schedules not included with this additional financial data have been omitted because they are not required, or the required information is included in the financial statements or the notes. The following financial statement schedule for the fiscal years 2026, 2025 and 2024. Schedule II — Valuation and Qualifying Accounts. (a)(3) EXHIBITS 60 Exhibit Index Exhibit Description Method of Filing 3.1 Restated Articles of Incorporation. (1) Incorporated by Reference 3.2 Amended and Restated By-Laws. (2) Incorporated by Reference 4.1 Description of Securities. (3) Incorporated by Reference 10.1* Amended and Restated Executive Severance Plan. (4) Incorporated by Reference 10.2* Employee Stock Purchase Plan, as amended on August 2, 2018. (5) Incorporated by Reference 10.3 Amendment No. 2 to the Hawkins, Inc. Employee Stock Purchase Plan, as amended. (6) Incorporated by Reference 10.4 Second Amended and Restated Credit Agreement dated as of March 31, 2022, among Hawkins, Inc., the lenders party thereto, and U.S. Bank National Association, as an LC Issuer, Swing Line Lender and Administrative Agent. (7) Incorporated by Reference 10.5 First Amendment to Second Amended and Restated Credit Agreement dated as of May 30, 2024, among Hawkins, Inc., U.S. Bank National Association, and certain financial institutions. (8) Incorporated by Reference 10.6 Joinder, Consent and Second Amendment to Second Amended and Restated Credit Agreement dated as of April 25, 2025, among Hawkins, Inc., U.S. Bank National Association, and certain financial institutions. (9) Incorporated by Reference 10.7 Third Amendment to Second Amended and Restated Credit Agreement dated as of October 15, 2025, among Hawkins, Inc., U.S. Bank National Association, and certain financial institutions(10). Incorporated by Reference 10.8* Hawkins, Inc. 2019 Equity Incentive Plan. (11) Incorporated by Reference 10.9* Form of Performance Stock Unit Award Notice and Restricted Stock Agreement under the Company’s 2019 Equity Incentive Plan. (12) Incorporated by Reference 19 Insider Trading Policy (13) Incorporated by Reference 21 Subsidiaries of the registrant. Filed Electronically 23.1 Consent of Deloitte & Touche LLP. Filed Electronically 23.2 Consent of Grant Thornton LLP. Filed Electronically 24.1 Powers of Attorney. Filed Electronically 31.1 Certification by Chief Certification by Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act. Officer pursuant to Rule 13a-14(a) of the Exchange Act. Filed Electronically 31.2 Certification by Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act. Filed Electronically 32.1 Section 1350 Certification by Chief Executive Officer. Filed Electronically 32.2 Section 1350 Certification by Chief Financial Officer. Filed Electronically 97 Mandatory Clawback Policy (1 4 ) Incorporated by Reference 101 Financial statements from the Annual Report on Form 10-K of Hawkins, Inc. for the period ended March 29, 2026, as filed with the SEC on May 13, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, and (vii) the information set forth in Part II, Item 9B. Filed Electronically 104 Cover Page Interactive Data File (embedded within the iXBRL document) Filed Electronically * Management contract or compensation plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K. 61 (1) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed March 2, 2021. (2) Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 3, 2009. (3) Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2021. (4) Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2024. (5) Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed November 2, 2018. (6) Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2023. (7) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on form 8-K filed April 1, 2022. (8) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2024. (9) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 30, 2025. (10) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2025. (11) Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2019. (12) Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2020. (13) Incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2025. (14) Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024. ITEM 16. FORM 10-K SUMMARY None 62 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HAWKINS, INC. By /s/ Patrick H. Hawkins Patrick H. Hawkins Chief Executive Officer and President Dated: May 13, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Patrick H. Hawkins May 13, 2026 Patrick H. Hawkins Chief Executive Officer, President and Director (principal executive officer) /s/ Jeffrey P. Oldenkamp May 13, 2026 Jeffrey P. Oldenkamp Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) * Director May 13, 2026 James A. Faulconbridge * Director May 13, 2026 Mary J. Schumacher * Director May 13, 2026 Jeffrey E. Spethmann * Director May 13, 2026 Daniel J. Stauber * Director May 13, 2026 Yi "Faith" Tang * Director May 13, 2026 James T. Thompson * Director May 13, 2026 Jeffrey L. Wright * Patrick H. Hawkins, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons. By: /s/ Patrick H. Hawkins Patrick H. Hawkins Attorney-in-fact SCHEDULE II HAWKINS, INC. VALUATION AND QUALIFYING ACCOUNTS FOR THE FISCAL YEARS ENDED March 29, 2026, March 30, 2025 AND March 31, 2024 Additions Description Balance at Beginning of Year Charged to Costs and Expenses Charged to Other Accounts Deductions Write-Offs Balance at End of Year (In thousands) Reserve deducted from asset to which it applies: Fiscal Year Ended March 29, 2026: Allowance for credit losses $ 363 $ 239 $ — $ 76 $ 526 Fiscal Year Ended March 30, 2025: Allowance for credit losses $ 356 $ 7 $ — $ — $ 363 Fiscal Year Ended March 31, 2024: Allowance for credit losses $ 190 $ 166 $ — $ — $ 356