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

Rhea-AI Filing Summary

Hillman Solutions Corp. and Scott C. Ride, President of Hillman Canada, agreed to a separation effective September 29, 2025. The Separation Agreement, signed September 16, 2025, replaces any severance under his employment agreement and provides specified cash and benefit payments in exchange for non-compete, non-solicitation and release provisions. Key payments include a CAD$68,081 lump sum for statutory severance, CAD$590,035 in base salary continuation over 16 months, CAD$165,947 prorated bonus (payable in 2026), CAD$193,605.35 termination bonus (payable in 2026), and CAD$35,305.48 representing 6% of his last two years’ bonus payments. Health and dental coverage continue for 18 months, certain unvested RSUs and options will continue vesting for 18 months (options must be exercised within three months after vesting), and the company will pay remaining lease payments and transfer vehicle use rights for the lease term. The filing notes a full Separation Agreement is filed as Exhibit 10.1 and that the summary is qualified by the full agreement.

Positive

• Structured exit that replaces statutory entitlements with clear cash and benefit continuation
• Preserves equity value for the executive by allowing continued vesting of RSUs and options for 18 months
• Aligns bonus timing by paying prorated and termination bonuses with senior executives' 2026 bonuses

Negative

• Material cash outflows including CAD$590,035 salary continuation and multiple lump sum payments payable by the company
• Ongoing benefit costs for health and dental coverage for 18 months plus vehicle lease payments
• Potential governance concern over perception of generous exit terms for a senior officer

Insights

Corporate Governance Expert

TL;DR: Executive departure includes multi‑component severance with extended benefit and equity vesting protections; standard release and restrictive covenants apply.

The Separation Agreement outlines a structured exit package combining cash, benefit continuation, and modified equity vesting in exchange for restrictive covenants and a general release. For governance, the agreement documents company control over post‑employment competitive and solicitation activity and secures waivers of claims, which is typical for senior executive exits. The deferred bonus and termination payments scheduled to be paid with senior executives’ 2026 bonuses align timing across management. Continued vesting of RSUs and options for 18 months preserves compensation value for the departing executive while limiting exercise windows for options, balancing executive retention of value against company protections.

Compensation & HR Specialist

TL;DR: The package is generous on cash and benefit continuation and includes accelerated/extended equity vesting provisions with exercise constraints.

From a compensation perspective, the agreement provides immediate statutory severance replacement plus substantial salary continuation over 16 months and extended health/dental for 18 months, reflecting a negotiated exit beyond statutory requirements. The inclusion of prorated bonus and a contractual termination bonus payable with 2026 payouts ensures the executive receives incentive compensation tied to the normal payroll cycle. Modifying unvested RSUs and options to vest post‑termination for 18 months is a meaningful benefit; requiring exercise within three months of vesting for options limits long‑term holding but still affords value realization. These elements are significant to the departing executive but represent foreseeable costs to the company and are documented for disclosure.

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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): September 16, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On September 16, 2025, Hillman Solutions Corp. (the “Company”) and Scott C. Ride, President of Hillman Canada, entered into a separation letter agreement (the "Separation Agreement") in connection with his upcoming departure from the Company on September 29, 2025. Mr. Ride's departure was previously disclosed on a Form 8-K filed by the Company on August 29, 2025.

Under the Separation Agreement, Mr.Ride will receive certain benefits in exchange for agreeing to certain non-compete, non-solicitation, and restrictive covenants and a waiver and general release of all claims in favor of the Company and its affiliates. The benefits provided under the Separation Agreement are in lieu of any benefits under Mr. Ride's employment agreement.

Mr. Ride will receive the following benefits, among others, under the Separation Agreement:

•a lump sum payment of CAD$68,081, representing Mr. Ride's entitlement to statutory severance pay in lieu of notice of termination under Ontario law;

•base salary continuation, payable over a sixteen month period, in lieu of any statutory severance pay, in an aggregate amount of CAD$590,035;

•continuation and payment of Mr. Ride's health and dental benefits over an eighteen month period;

•a lump sum payment of CAD$165,947, representing Mr. Ride's prorated bonus earned at 100% target for the fiscal year 2025, payable in 2026 at the same time senior executives of the Company receive their bonus;

•a lump sum payment of CAD$193,605.35, representing Mr. Ride's entitlement to a termination bonus under his employment agreement, payable in 2026 at the same time senior executives of the Company receive their bonus

•a lump sum payment of CAD$35,305.48, representing 6% of Mr. Ride's last two years bonus payments;

•modification of certain of Mr. Ride's unvested RSUs to allow for continued vesting of the same over the eighteen months following his termination date, notwithstanding the cessation of employment, all as set forth in more detail in Schedule A of the Separation Agreement;

•modification of certain of Mr. Ride's unvested stock options to allow for continued vesting of the same over the eighteen months following his termination date, notwithstanding the cessation of employment, all as set forth in more detail in Schedule A of the Separation Agreement; provided that such options must be exercised within a three month time period following their applicable vesting dates; and

•payment by the Company of the remaining lease payments on the Company vehicle used by Mr. Ride, and the transfer by the Company to Mr. Ride of the right of use of the vehicle to Mr. Ride for the remaining lease term.

The foregoing summary of the Separation Agreement is not complete and is qualified in its entirety by reference to the full and complete text of the Separation Agreement. A copy of the Separation Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

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

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: September 19, 2025			Hillman Solutions Corp.
			By:			/s/ Robert O. Kraft
			Name:			Robert O. Kraft
			Title:			Chief Financial Officer

FAQ

What separation payments will Hillman (HLMN) make to Scott Ride?

The Company will pay CAD$68,081 statutory severance lump sum, CAD$590,035 salary continuation over 16 months, lump sums of CAD$165,947 and CAD$193,605.35 payable in 2026, and CAD$35,305.48 representing 6% of the last two years' bonuses.

Will Scott Ride keep unvested equity after departure?

Yes. Certain unvested RSUs and stock options are modified to continue vesting for 18 months post‑termination; options must be exercised within three months after their vesting dates.

What benefits continue after Mr. Ride's termination?

Hillman will continue and pay Mr. Ride's health and dental benefits for 18 months and will pay remaining lease payments and transfer vehicle use rights for the lease term.

Are there restrictive covenants tied to the separation?

Yes. The Separation Agreement requires Mr. Ride to agree to non‑compete, non‑solicitation and other restrictive covenants and a waiver and general release of claims.

When does Mr. Ride's employment end?

The Company states Mr. Ride's departure is effective on September 29, 2025.