UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 331, 2025

Hillman Solutions Corp.

(Exact name of registrant as specified in its charter)

Delaware

~~001-39609~~

85001-~~2096734~~39609

85-2096734

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction

(Commission File No.)

(I.R.S. Employer

of incorporation)

Identification No.)

1280 Kemper ~~Meadow~~Meadows Drive

Cincinnati, Ohio 45240

(Address of principal executive offices) ~~(Zip Code)~~

Registrant’s telephone number, including area code: (513) 851-4900

~~Former~~Not ~~name~~Applicable ~~or former address~~

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8−K~~last ~~filing~~report.) ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~☐ Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a−12~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a−12)~~registrant ☐under ~~Pre−commencement~~any ~~communications~~of ~~pursuant to Rule 14d−2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d−~~2~~(b)) ☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240~~.~~13e−~~ ~~4(c~~below)):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

~~Trading~~Name ~~Symbol~~of each exchange on which registered

~~Name of each exchange on which registered~~

Common stock, par value $0.0001 per share

HLMN

The Nasdaq Stock Market LLC

Common Stock, par value $0.0001 per share

HLMN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointmentof Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~2021~~On August 5, ~~Equity~~2025, ~~Incentive~~Hillman ~~Plan~~Solutions ~~Amendment~~Corp. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company's selected summary financial results for its thirteen and twenty-six weeks ended June 28, 2025.

AtThe ~~the~~information ~~Annual~~provided ~~Meeting~~pursuant ofto ~~Stockholders~~Item ~~of Hillman Solutions Corp~~2. ~~(the “Company”) held June 3~~02, ~~2025~~including (the ~~“Annual~~exhibit ~~Meeting”)~~attached hereto, ~~the~~is ~~stockholders~~being offurnished ~~the~~and ~~Company~~shall ~~approved~~not anbe ~~amendment~~deemed ~~(the~~to be “~~2021~~filed” ~~Equity~~for ~~Incentive~~purposes ~~Plan~~of ~~Amendment”)~~Section 18 toof the ~~2021~~Securities ~~Equity~~Exchange ~~Incentive~~Act ~~Plan.~~of ~~The~~1934, ~~2021~~as ~~Equity~~amended ~~Incentive~~(the ~~Plan~~“Exchange ~~Amendment adds 1~~Act”),~~800,000~~ ~~shares~~or ofotherwise ~~common~~subject ~~stock~~ to the ~~share~~liabilities ~~pool~~of ~~previously~~that ~~available~~section, ~~under~~nor ~~the~~shall ~~2021~~it ~~Equity~~be ~~Incentive~~deemed ~~Plan.~~to ~~Additional~~be ~~details~~incorporated ofby ~~the~~reference ~~2021~~in ~~Equity~~any ~~Incentive~~filing ~~Plan~~under ~~Amendment~~the ~~are~~Securities ~~included~~Act inof ~~the~~1933, ~~Company’s~~as ~~definitive~~amended, ~~Proxy~~or ~~Statement for~~ the ~~Annual~~Exchange ~~Meeting~~Act, ~~filed~~except ~~with~~as ~~the~~shall ~~Securities~~be ~~and~~expressly ~~Exchange~~set ~~Commission~~forth onby ~~April~~specific ~~21,~~reference ~~2025~~in any such filing.

AItem ~~copy of the 2021 Equity Incentive Plan, as amended on June 3, 2025, is included as Exhibit 10.1 to this Current Report on Form~~ 8~~-K, and is incorporated by reference herein~~.01 ~~The~~Other ~~foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Equity Incentive Plan, as amended on June 3, 2025~~Events.

~~ESPP~~On ~~Amendment~~July 31, 2025, the Board of Directors (the “Board”) of the Company authorized a share repurchase program of up to $100 million (the “Repurchase Program”) of the Company's common stock, $0.0001 per share (the “Common Stock”).

AtThe ~~the~~Repurchase ~~Annual~~Program ~~Meeting,~~permits ~~the~~shares ~~stockholders~~ of ~~the~~Common ~~Company~~Stock ~~approved~~to anbe ~~amendment~~repurchased ~~(the~~from ~~“ESPP~~time ~~Amendment”)~~ to ~~the~~time ~~2021~~at ~~Employee~~management's ~~Stock~~discretion, ~~Purchase~~through ~~Plan~~a ~~(the~~variety ~~“ESPP”).~~of ~~The~~methods, ~~ESPP~~including ~~Amendment~~a ~~adds~~ 10b5-1~~,000,000~~ ~~shares~~trading ofplan, ~~common~~open ~~stock~~market topurchases, ~~the~~privately ~~share~~negotiated ~~pool~~transactions ~~previously~~or ~~available~~transactions ~~under~~otherwise ~~the ESPP. Additional details of the ESPP Amendment are included~~ in ~~the~~compliance ~~Company’s~~with ~~definitive~~Rule ~~Proxy~~10b-18 ~~Statement~~under ~~for~~ the ~~Annual Meeting, filed with the~~ Securities ~~and~~ Exchange ~~Commission~~Act onof ~~April 21~~1934, ~~2025~~as amended.

AThe ~~copy~~timing and number of ~~the~~shares ~~ESPP,~~of asCommon ~~amended~~Stock onrepurchased ~~June~~will 3,be ~~2025,~~opportunistic isdepending ~~included~~on asa ~~Exhibit~~variety ~~10.2~~of tofactors, ~~this~~including ~~Current~~price, ~~Report~~general onbusiness ~~Form~~and ~~8-K~~market conditions, ~~and~~alternative isinvestment ~~incorporated~~opportunities byand ~~reference~~funding ~~herein~~considerations. The ~~foregoing~~Repurchase ~~description~~Program does not ~~purport~~obligate the Company to berepurchase ~~complete~~any specific number of shares of Common Stock and ismay ~~qualified~~be insuspended ~~its~~or ~~entirety~~discontinued byat ~~reference~~any totime. ~~the~~The ~~full~~Repurchase ~~text~~Program is effective immediately. A copy of the ~~ESPP,~~press asrelease ~~amended~~announcing onthe ~~June~~Repurchase Program is included as Exhibit 99.3, ~~2025~~to this current report.

~~Item~~Forward ~~5.07~~Looking ~~Submission of Matters to a Vote of Security Holders~~Statements.

~~The~~This ~~Annual~~Current ~~Meeting~~Report ~~was~~on ~~held~~Form 8-K contains statements considered to be forward-looking are made in good faith by the Company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. You should not rely on ~~June~~these 3forward-looking statements as predictions of future events. Words such as "expect," ~~2025~~"estimate," ~~via~~"project," ~~live~~"budget," ~~webcast~~"forecast," "anticipate," "intend," "plan," “target”, “goal”, "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. AtThese ~~the~~forward-looking ~~Annual~~statements ~~Meeting~~include, without limitation, the Company’s ~~stockholders~~expectations ~~considered~~with respect to future performance. These forward-looking statements involve significant risks and ~~voted~~uncertainties onthat could cause the ~~matters~~actual ~~set~~results ~~forth~~to ~~below,~~differ ~~each~~materially offrom ~~which~~the isexpected ~~described~~results. inMost ~~greater~~of ~~detail~~these infactors are outside the Company’'s ~~definitive~~control ~~proxy~~and ~~statement~~are ~~filed~~difficult ~~with~~to ~~the~~predict. ~~Securities~~Factors that may cause such differences include, but are not limited to: (1) unfavorable economic conditions that may affect our and ~~Exchange~~our ~~Commission~~customers’, onsuppliers’ ~~April~~and 21other business partners’ operations, ~~2025.~~financial ~~Set~~condition ~~forth~~and ~~below~~cash ~~are~~flows including spending on home renovation or construction projects, inflation, recessions, instability in the ~~final~~financial ~~voting~~markets ~~results~~or ~~for~~credit ~~each~~markets; (2) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the ~~proposals~~markets ~~submitted~~that we serve; (4) the ability to acontinue ~~vote~~to innovate with new products and services; (5) seasonality; (6) large customer concentration; (7) the ability to recruit and retain qualified employees; (8) the outcome of any legal proceedings that may be instituted against the ~~stockholders~~Company; at(9) adverse changes in currency exchange rates; or (10) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Annual ~~Meeting~~Report on Form 10-K filed on February 20, 2025. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward looking statements.

~~Proposal~~Except 1as -required ~~Elect~~by ~~three~~applicable ~~directors~~law, ~~each~~the ~~for~~Company adoes ~~term~~not ~~that~~undertake ~~expires~~or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in ~~2026~~this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Name of Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Jon Michael Adinolfi	169,621,695	1,229,017	13,948	8,587,993
Douglas J. Cahill	163,387,037	7,465,651	11,972	8,587,993
Diane C. Honda	169,206,399	1,642,104	16,157	8,587,993

Based on the voting results set forth above, Mr. Adinolfi, Mr. Cahill, and Ms. Honda were each duly elected as directors with terms expiring at the 2026 Annual Meeting of Stockholders.

Proposal 2 - Approve, by non-binding vote, the compensation of our named executive officers.

Votes For			Votes Against			Abstentions			Broker Non-Votes
167,697,660			3,145,466			21,534			8,587,993

Based on the voting results set forth above, the fiscal 2024 compensation of the Company’s named executive officers was approved on an advisory basis.

Proposal 3 - Approve an increase in the number of shares reserved under our 2021 Equity Incentive Plan.

Votes For			Votes Against			Abstentions			Broker Non-Votes
161,117,312			9,739,432			7,916			8,587,993

Based on the voting results set forth above, the increase in the number of shares reserved under our 2021 Equity Incentive Plan was approved.

Proposal 4 - Approve an increase in the number of shares reserved under our Employee Stock Purchase Plan.

Votes For			Votes Against			Abstentions			Broker Non-Votes
170,556,648			301,644			6,368			8,587,993

Based on the voting results set forth above, the increase in the number of shares reserved under our Employee Stock Purchase Plan was approved.

Proposal 5 - Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2025.

Votes For			Votes Against			Abstentions			Broker Non-Votes
179,414,505			26,728			11,420			—

Based on the voting results set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2025 was duly ratified.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1099.1 Press Release, dated August 5, 2025, announcing the financial results of Hillman Solutions Corp. ~~2021~~for ~~Equity~~its ~~Incentive~~thirteen ~~Plan,~~and astwenty-six ~~amended~~weeks onended June 328, 2025.

1099.2 ~~Hillman~~ Supplemental ~~Solutions~~slides ~~Corp.~~provided ~~2021~~in ~~Employee~~connection ~~Stock~~with ~~Purchase~~the ~~Plan,~~second asquarter ~~amended~~2025 onearnings ~~June~~call 3,of ~~2025~~Hillman Solutions Corp.

~~Pursuant~~99.3 Press toRelease, ~~the~~dated ~~requirements~~August of5, ~~the Securities Exchange Act of 1934~~2025, ~~the~~announcing ~~registrant has duly caused this report to be signed by~~ the ~~undersigned~~$100 ~~hereunto~~Million ~~duly~~Share ~~authorized.~~Repurchase Program

Date: June 3, 2025	Hillman Solutions Corp.
	By:	/s/ Robert O. Kraft
	Name:	Robert O. Kraft
	Title:	Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 5, 2025	Hillman Solutions Corp.

	By:	/s/ Robert O. Kraft
	Name:	Robert O. Kraft
	Title:	Chief Financial Officer

Filing Compare · Hillman Solutions Corp.