[8-K] Hillman Solutions Corp. Reports Material Event

Rhea-AI Filing Summary

Hillman Solutions Corp. (NASDAQ: HLMN) filed an 8-K disclosing two key items dated 31 July 2025.

• Earnings release: On 5 Aug 2025 the company furnished a press release (Ex. 99.1) with selected financial results for the 13- and 26-week periods ended 28 Jun 2025; details are furnished, not filed, and are incorporated only by reference.
• $100 million share-repurchase program: The Board authorized a buyback of up to $100 million of common stock, effective immediately. Repurchases may occur via Rule 10b5-1 plans, open-market or private transactions under Rule 10b-18. Management will determine timing and volume opportunistically; the program can be suspended or terminated at any time.

No numerical guidance, earnings metrics or timing commitments were provided in the 8-K. Forward-looking-statement language highlights macro, competitive and operational risks that could alter outcomes.

Positive

• $100 million buyback authorization represents roughly 7-8 % of market capitalization, potentially accretive to EPS and supportive of share price.
• Flexible execution methods (10b5-1, open market, negotiated) allow the company to optimize timing while remaining within regulatory safe harbors.

Negative

• None.

Insights

Equity Research Analyst

TL;DR — $100 m buyback signals capital-return focus; earnings numbers not disclosed here.

The newly approved $100 million authorization equals roughly 7-8 % of Hillman’s current $1.3 b market cap, offering near-term downside support and EPS accretion potential if fully executed. Because the release merely furnishes Q2 results without specifics, investors must consult Exhibit 99.1 for quantitative performance. While discretionary, the buyback indicates the Board sees undervaluation or lacks higher-ROI uses for cash. The filing itself does not alter guidance, but capital-allocation flexibility is directionally positive.

Corporate Governance Specialist

TL;DR — Board adds flexible repurchase tool; no governance red flags noted.

The authorization allows multiple execution methods, including 10b5-1 plans, enhancing compliance and transparency. Absence of an obligation to buy preserves liquidity, a prudent safeguard. No insider transactions or leadership changes accompany the program, reducing conflict-of-interest risk. Overall governance impact is modestly positive, giving the Board another lever to enhance shareholder value without compromising oversight.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): July 31, 2025

Hillman Solutions Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-39609

85-2096734

(State or other jurisdiction

(Commission File No.)

(I.R.S. Employer

of incorporation)

Identification No.)

1280 Kemper Meadows Drive

Cincinnati, Ohio 45240

(Address of principal executive offices)

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

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. 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			Name of each exchange on which registered
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 2.02 Results of Operations and Financial Condition.

On August 5, 2025, Hillman Solutions 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.

The information provided pursuant to Item 2.02, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01 Other Events.

On 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”).

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 Repurchase Program is effective immediately. A copy of the press release announcing the Repurchase Program is included as Exhibit 99.3 to this current report.

Forward Looking Statements.

This Current Report on 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 these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "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. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) unfavorable economic conditions that may affect our and our customers’, suppliers’ and other business partners’ operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (2) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the markets that we serve; (4) the ability to continue 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 Company; (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 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.

Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

99.1    Press Release, dated August 5, 2025, announcing the financial results of Hillman Solutions Corp. for its thirteen and twenty-six weeks ended June 28, 2025.

99.2     Supplemental slides provided in connection with the second quarter 2025 earnings call of Hillman Solutions Corp.

99.3    Press Release, dated August 5, 2025, announcing the $100 Million Share Repurchase Program

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

FAQ

What did Hillman Solutions (HLMN) announce in its 8-K dated July 31 2025?

The filing revealed a $100 million share-repurchase program and the furnishing of Q2 2025 earnings results via Exhibit 99.1.

How large is Hillman’s new share-repurchase authorization?

The Board approved up to $100 million of common-stock buybacks.

When does the Hillman buyback program begin and end?

It is effective immediately and may be suspended or terminated at management’s discretion; no fixed end date was stated.

Will Hillman be required to repurchase the full $100 million?

No. The program is discretionary; the company is not obligated to repurchase any specific number of shares.

Where can investors find the actual Q2 2025 financial numbers for HLMN?

Detailed results are in the press release furnished as Exhibit 99.1 to this 8-K.