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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, 2026
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 1.01 Entry into a Material Definitive Agreement.
On July 31, 2026, Hillman Solutions Corp. (the “Company”), through a wholly owned subsidiary, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with the ROBERT J. WILLIAMS 2024 FAMILY TRUST, dated December 16, 2024, the CAROL ANN WILLIAMS 2024 FAMILY TRUST, dated December 16, 2024, and the MCGRATH 2020 FAMILY TRUST, dated December 7, 2020, the owners of Kanebridge Corporation ("Kanebridge"), and the other parties thereto, pursuant to which the Company agreed to acquire Kanebridge (the “Acquisition”).
Purchase Agreement
Pursuant to the Purchase Agreement, the Company has agreed to acquire all of the outstanding equity interests of Kanebridge for aggregate consideration of approximately $315 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses. The Acquisition will be funded through a combination of cash on hand, a draw on the Company's revolving credit facility, and an additional committed $200 million term loan credit facility pursuant to a commitment letter entered into concurrently with the execution of the Purchase Agreement (as more fully described below).
The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. The parties’ obligations to consummate the Acquisition are subject to customary closing conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the accuracy of the representations and warranties of the parties, subject to negotiated materiality standards, and (iii) compliance by the parties with their respective covenants and agreements contained in the Purchase Agreement. The Company has obtained representations and warranties insurance in connection with the transactions contemplated by the Purchase Agreement. The Purchase Agreement may be terminated under certain customary circumstances, including by mutual written consent of the parties and in specified circumstances if the Acquisition has not been completed by October 29, 2026.
The Acquisition is expected to close around the start of the fourth quarter of 2026, subject to the satisfaction or waiver of the closing conditions described above.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Purchase Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Kanebridge, or any other party thereto. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were made solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties and should not be relied upon as statements of fact.
Commitment for Additional Term Loan to Finance the Acquisition
On July 31, 2026, in connection with the Acquisition, the Company entered into a debt commitment letter (the “Commitment Letter”) with Jefferies Finance LLC (the “Commitment Party”). Pursuant to the Commitment Letter, the Commitment Party has committed, subject to the terms and conditions set forth therein, to provide senior secured term loans in an aggregate principal amount of $200 million payable in connection with the Acquisition. The additional term loans are expected to be on the same terms and maturity as our existing senior secured term loans maturing July 22, 2033, and are expected to be subject to usual and customary representations and warranties, covenants and events of default customary for facilities of this type.
The availability of the financing contemplated by the Commitment Letter is subject to customary terms and conditions for transactions of this nature, including the consummation of the Acquisition substantially concurrently with the funding of the financing, the accuracy of certain representations and warranties, the absence of specified material adverse effects, the delivery of customary documentation and other conditions set forth in the Commitment Letter.
The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by the terms of the Commitment Letter.
Item 2.02 Results of Operations and Financial Condition.
On August 3, 2026, 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 27, 2026.
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 7.01 Regulation FD Disclosure.
On August 3, 2026, the Company issued a press release announcing that it had entered into a definitive agreement to acquire Kanebridge, among other topics. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.3 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of 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.
Forward Looking Statements
All statements made in this report and the press releases attached as exhibits hereto that are 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 and statements relating to the Kanebridge transaction, which may not be consummated on the terms described in the press release, or at all. 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) the failure to obtain required regulatory approvals for the transaction or the receipt of such approvals on unfavorable terms; (2) the failure to satisfy other closing conditions for the transaction; (3) delays in consummating the transaction; (4) the possibility that the transaction may not be completed or not completed in a timely manner; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; and (6) risks relating to the integration of the acquired business and the realization of anticipated synergies and other benefits may not be fully realized or may take longer to realize than expected; (7) 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; (8) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (9) the highly competitive nature of the markets that we serve; (10) the ability to continue to innovate with new products and services; (11) seasonality; (12) large customer concentration; (13) the ability to recruit and retain qualified employees; (14) the outcome of any legal proceedings that may be instituted against the Company; (15) adverse changes in currency exchange rates; or (16) 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 17, 2026. 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.
2.1 Equity Purchase Agreement, dated July 31, 2026, by and among Hillman Solutions Corp., the ROBERT J. WILLIAMS 2024 FAMILY TRUST, dated December 16, 2024, the CAROL ANN WILLIAMS 2024 FAMILY TRUST, dated December 16, 2024, the MCGRATH 2020 FAMILY TRUST, dated December 7, 2020, and the other parties thereto.*
99.1 Press Release, dated August 3, 2026, announcing the financial results of Hillman Solutions Corp. for its thirteen and twenty-six weeks ended June 27, 2026.
99.2 Supplemental slides provided in connection with the second quarter 2026 earnings call of Hillman Solutions Corp.
99.3 Press Release, dated August 3, 2026, announcing the acquisition of Kanebridge Corporation.
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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 4, 2026 | Hillman Solutions Corp. | |
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| By: | /s/ Robert O. Kraft |
| Name: | Robert O. Kraft |
| Title: | Chief Financial Officer |
Hillman Reports Second Quarter 2026 Results; Increases Net Sales and Adjusted EBITDA Outlook
Net Sales increased 10% to $442 million
Agreed to Acquire Kanebridge Corp subsequent to quarter end - establishes industrial master distribution presence in U.S.
Raises FY 2026 Net Sales and Adj. EBITDA outlook
CINCINNATI, August 3, 2026 -- Hillman Solutions Corp. (Nasdaq: HLMN) (the “Company” or “Hillman”), a leading provider of hardware and related products, reported financial results for the thirteen and twenty-six weeks ended June 27, 2026.
Second Quarter 2026 Highlights (Thirteen weeks ended June 27, 2026)
•Net sales increased 9.8% to $442.3 million compared to $402.8 million in the prior year quarter
•Net income increased to $21.1 million, or $0.11 per diluted share, compared to $15.8 million, or $0.08 per diluted share, in the prior year quarter
•Adjusted diluted EPS1 totaled $0.17 per diluted share, unchanged from the prior year quarter
•Adjusted EBITDA1 increased to $77.1 million compared to $75.2 million in the prior year quarter
•Net cash provided by operating activities increased to $68.5 million compared to $48.1 million in the prior year quarter
•Free Cash Flow1 increased to $70.2 million compared to $31.2 million in the prior year quarter
•Repurchased approximately 1.7 million shares of its common stock at an average price of $7.62 per share, which totaled $13.3 million
•Subsequent to the quarter end, successfully closed the refinancing of its existing credit facilities, consisting of a new $735 million senior secured Term Loan B and a $375 million asset-based revolving credit facility
•Subsequent to the quarter end, entered into a definitive agreement to acquire Kanebridge for $315 million, with closing expected around the start of Q4 2026
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
1
Balance Sheet and Liquidity at June 27, 2026
•Gross debt was $701.3 million compared to $693.1 million on December 27, 2025
•Net debt1 was $665.4 million compared to $665.8 million on December 27, 2025
•Liquidity available totaled $331.3 million; consisting of $295.5 million of available borrowing under the revolving credit facility and $35.8 million of cash and equivalents
•Net debt1 to trailing twelve month Adjusted EBITDA was 2.4x at quarter end unchanged from 2.4x on December 27, 2025
Management Commentary
"Hillman delivered a strong second quarter, with robust free cash flow and top line growth of 10%, which is in line with our long-term growth targets," commented Jon Michael Adinolfi, President and CEO of Hillman. "Consistent demand for our hardware products, healthy new business wins - including in Pro distribution - and low-double digit growth in our Robotics and Digital Solutions business due to our MinuteKey 3.5 rollout, drove healthy growth during the quarter."
"Given our continued execution and the expected contribution from the Kanebridge acquisition, we are raising the midpoint of full-year Net Sales guidance and our Adjusted EBITDA expectations, while reiterating our free cash flow guidance midpoint."
"We continue to execute our Blueprint for strategic growth. Kanebridge, together with recent acquisitions Campbell Chain and Fittings and Delaney Hardware, expand our categories, capabilities, and the channels we serve. As we look to the rest of the year, we remain confident in our ability to manage the dynamic market environment while taking great care of our customers and delivering value for our shareholders."
Full Year 2026 Guidance - Updated
Based on year-to-date performance and its expectations for the remainder of the year, management updated its guidance most recently provided on April 27, 2026. The guidance assumes the Kanebridge acquisition closes around the start of Q4 2026.
| | | | | | | | |
| Previous FY 2026 Guidance | Updated FY 2026 Guidance |
| Net Sales | $1.630 to $1.730 billion | $1.670 to $1.720 billion |
Adjusted EBITDA1 | $275 to $285 million | ~$285 million |
Free Cash Flow1 | $100 to $120 million | $105 to $115 million |
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
2
Second Quarter 2026 Results Presentation
Hillman plans to host a conference call and webcast presentation on August 4, 2026, at 8:30 a.m. Eastern Time to discuss its results. President and Chief Executive Officer Jon Michael Adinolfi and Chief Financial Officer Rocky Kraft will host the results presentation.
Date: Tuesday, August 4, 2026
Time: 8:30 a.m. Eastern Time
Listen-Only Webcast: https://edge.media-server.com/mmc/p/8mb5xri2
A webcast replay will be available approximately one hour after the conclusion of the call using the link above.
Hillman’s quarterly presentation and Form 10-Q are expected to be filed with the SEC and posted to its Investor Relations website, https://ir.hillmangroup.com, prior to the webcast presentation.
About Hillman Solutions Corp.
Founded in 1964 and headquartered in Cincinnati, Hillman is a leading provider of hardware and related products serving retail, pro distribution, and industrial customers. Over the last 60-plus years, Hillman has built a legacy of service and growth by forming strategic partnerships with North America’s leading home improvement, hardware, and farm and fleet retailers. Hillman differentiates itself from the competition with its dedicated field sales team of 1,200+ associates, direct-to-store distribution capabilities, and world class global sourcing and supply chain expertise. The company offers an extensive product portfolio of more than 111,000 SKUs, including fasteners (power screws, nuts, and bolts), hardware (builder’s hardware, door locks, rope & chain, accessories), project gear & supplies (gloves, work gear, paint & cleaning sundries), and key and engraving services (key duplication, auto keys, and engraving). Hillman is committed to delivering exceptional customer service, innovative products, and dependable solutions to its customers and regularly earns vendor of the year recognition from top customers. For more information on Hillman, visit www.hillman.com.
Forward-Looking Statements
All statements made in this press release that are 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 and statements relating to the Kanebridge transaction, which may not be consummated on the terms described in the press release, or at all. 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
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
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not limited to: (1) the failure to obtain required regulatory approvals for the transaction or the receipt of such approvals on unfavorable terms; (2) the failure to satisfy other closing conditions for the transaction; (3) delays in consummating the transaction; (4) the possibility that the transaction may not be completed or not completed in a timely manner; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; and (6) risks relating to the integration of the acquired business and the realization of anticipated synergies and other benefits may not be fully realized or may take longer to realize than expected; (7) 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; (8) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (9) the highly competitive nature of the markets that we serve; (10) the ability to continue to innovate with new products and services; (11) seasonality; (12) large customer concentration; (13) the ability to recruit and retain qualified employees; (14) the outcome of any legal proceedings that may be instituted against the Company; (15) adverse changes in currency exchange rates; or (16) 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 17, 2026. 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.
Contact:
Michael Koehler
Vice President – Corporate Development, Investor Relations, Treasury
513-826-5495
IR@hillmangroup.com
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
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HILLMAN SOLUTIONS CORP.
Condensed Consolidated Statement of Net Income, GAAP Basis
(dollars in thousands) Unaudited
| | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended June 27, 2026 | | Thirteen Weeks Ended June 28, 2025 | | Twenty-six Weeks Ended June 27, 2026 | | Twenty-six Weeks Ended June 28, 2025 |
| Net sales | $ | 442,251 | | | $ | 402,803 | | | $ | 812,324 | | | $ | 762,146 | |
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 234,162 | | | 208,338 | | | 435,658 | | | 399,078 | |
| Selling, warehouse, general and administrative expenses | 133,983 | | | 123,707 | | | 258,554 | | | 242,759 | |
| Depreciation | 22,535 | | | 19,848 | | | 44,534 | | | 39,243 | |
| Amortization | 15,223 | | | 15,257 | | | 30,499 | | | 30,672 | |
| Other income, net | (4,585) | | | (664) | | | (5,068) | | | (938) | |
| Income from operations | 40,933 | | | 36,317 | | | 48,147 | | | 51,332 | |
| Interest expense, net | 13,042 | | | 13,892 | | | 26,047 | | | 28,352 | |
| Refinancing costs | — | | | — | | | — | | | 906 | |
| Income before income taxes | 27,891 | | | 22,425 | | | 22,100 | | | 22,074 | |
| Income tax expense | 6,771 | | | 6,593 | | | 5,712 | | | 6,559 | |
| Net income | $ | 21,120 | | | $ | 15,832 | | | $ | 16,388 | | | $ | 15,515 | |
| | | | | | | |
| Basic and diluted income per share | $ | 0.11 | | | $ | 0.08 | | | $ | 0.08 | | | $ | 0.08 | |
| Weighted average basic and diluted shares outstanding | 195,881 | | | 197,593 | | | 196,254 | | | 197,439 | |
| | | | | | | |
| Diluted income per share | $ | 0.11 | | | $ | 0.08 | | | $0.08 | | $ | 0.08 | |
| Weighted average diluted shares outstanding | 196,891 | | | 198,676 | | | 197,993 | | | 199,257 | |
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Balance Sheets
(dollars in thousands)
Unaudited
| | | | | | | | | | | |
| June 27, 2026 | | December 27, 2025 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 35,839 | | | $ | 27,276 | |
Accounts receivable, net of allowances of $2,484 ($1,944 - 2025) | 154,694 | | | 114,926 | |
| Inventories, net | 455,085 | | | 485,938 | |
| Other current assets | 24,152 | | | 18,342 | |
| Total current assets | 669,770 | | | 646,482 | |
Property and equipment, net of accumulated depreciation of $466,189 ($428,726 - 2025) | 228,637 | | | 231,482 | |
| Goodwill | 829,833 | | | 830,747 | |
Other intangibles, net of accumulated amortization of $622,666 ($592,748 - 2025) | 515,187 | | | 546,171 | |
| Operating lease right of use assets | 101,219 | | | 75,152 | |
| Other assets | 31,532 | | | 26,160 | |
| | | |
| Total assets | $ | 2,376,178 | | | $ | 2,356,194 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 131,510 | | | $ | 141,662 | |
| Current portion of debt and financing lease liabilities | 15,252 | | | 14,830 | |
| Current portion of operating lease liabilities | 20,884 | | | 17,947 | |
| Accrued expenses: | | | |
| Salaries and wages | 15,610 | | | 35,790 | |
| Pricing allowances | 11,980 | | | 8,098 | |
| Income and other taxes | 9,899 | | | 9,466 | |
| | | |
| Other accrued liabilities | 41,706 | | | 29,766 | |
| Total current liabilities | 246,841 | | | 257,559 | |
| Long-term debt | 678,112 | | | 668,337 | |
| Deferred tax liabilities | 132,938 | | | 131,870 | |
| Operating lease liabilities | 86,771 | | | 63,459 | |
| Other non-current liabilities | 6,309 | | | 6,462 | |
| Total liabilities | $ | 1,150,971 | | | $ | 1,127,687 | |
| Commitments and contingencies (Note 6) | | | |
| Stockholders' equity: | | | |
Common stock: $0.0001 par value, 500,000,000 shares authorized, 199,136,010 and 194,803,383 issued and outstanding in 2026, respectively, and 197,857,100 and 196,487,532 shares issued and outstanding in 2025, respectively | 20 | | | 20 | |
Treasury stock, at cost, 4,332,627 shares in 2026 and 1,369,568 shares in 2025 | (35,823) | | | (12,423) | |
| Additional paid-in capital | 1,463,264 | | | 1,457,422 | |
| Accumulated deficit | (162,258) | | | (178,646) | |
| Accumulated other comprehensive loss | (39,996) | | | (37,866) | |
| Total stockholders' equity | 1,225,207 | | | 1,228,507 | |
| Total liabilities and stockholders' equity | $ | 2,376,178 | | | $ | 2,356,194 | |
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Statement of Cash Flows
(dollars in thousands)
Unaudited
| | | | | | | | | | | |
| Twenty-six Weeks Ended June 27, 2026 | | Twenty-six Weeks Ended June 28, 2025 |
| Cash flows from operating activities: | | | |
| Net income | $ | 16,388 | | | $ | 15,515 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Depreciation and amortization | 75,033 | | | 69,915 | |
| Deferred income taxes | (467) | | | (3,101) | |
| Deferred financing and original issue discount amortization | 2,506 | | | 2,511 | |
| Stock-based compensation expense | 7,362 | | | 6,835 | |
| | | |
| Loss on debt restructuring | — | | | 906 | |
| Cash paid to third parties in connection with debt restructuring | — | | | (906) | |
| | | |
| Gain on acquisition, net of tax | (4,721) | | | — | |
| Gain on disposal of property and equipment | (77) | | | (63) | |
| Change in fair value of contingent consideration | (352) | | | (567) | |
| | | |
| Changes in operating items: | | | |
| Accounts receivable, net | (31,935) | | | (30,905) | |
| Inventories, net | 41,804 | | | (20,812) | |
| Other assets | (11,349) | | | (7,702) | |
| Accounts payable | (13,395) | | | 29,015 | |
| Accrued salaries and wages | (20,134) | | | (10,681) | |
| Other accrued expenses | 7,800 | | | (1,908) | |
| | | |
| | | |
| Net cash provided by operating activities | 68,463 | | | 48,052 | |
| Net cash from investing activities | | | |
| Acquisition of business, net of cash received | (7,218) | | | — | |
| Capital expenditures | (32,595) | | | (38,175) | |
| | | |
| Other investing activities | (96) | | | (109) | |
| Net cash used for investing activities | (39,909) | | | (38,284) | |
| Cash flows from financing activities: | | | |
| Repayments of senior term loans | (4,255) | | | (4,256) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Borrowings on revolving credit loans | 105,645 | | | 79,000 | |
| Repayments of revolving credit loans | (95,617) | | | (92,000) | |
| Principal payments under finance lease obligations | (3,193) | | | (2,653) | |
| Proceeds from exercise of stock options | 1,483 | | | 490 | |
| Repurchases of common stock | (23,400) | | | — | |
| Payments of contingent consideration | (141) | | | (137) | |
| Other financing activities | (477) | | | (855) | |
| | | |
| Net cash used for financing activities | (19,955) | | | (20,411) | |
| Effect of exchange rate changes on cash | (36) | | | 321 | |
| Net increase (decrease) in cash and cash equivalents | 8,563 | | | (10,322) | |
| Cash and cash equivalents at beginning of period | 27,276 | | | 44,510 | |
| Cash and cash equivalents at end of period | $ | 35,839 | | | $ | 34,188 | |
Reconciliations of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
The Company uses non-GAAP financial measures to analyze underlying business performance and trends. The Company believes that providing these non-GAAP financial measures enhances the Company’s and investors’ ability to compare the Company’s past financial performance with its current performance. These non-GAAP financial measures are provided as supplemental information to the financial measures presented in this press release that are calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. The Company’s definitions of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, reconciliations to GAAP financial measures are not provided for forward-looking non-GAAP measures. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
Non-GAAP financial measures such as consolidated adjusted EBITDA and Adjusted Diluted Earnings per Share (EPS) exclude from the relevant GAAP metrics items that neither relate to the ordinary course of the Company’s business, nor reflect the Company’s underlying business performance.
Reconciliation of Adjusted EBITDA (Unaudited)
(dollars in thousands)
Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses as well as to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, as our management excludes these results when evaluating our operating performance. Our management use this financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments as well as to allocate resources and capital to our operating segments. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.
| | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended June 27, 2026 | | Thirteen Weeks Ended June 28, 2025 | | Twenty-six Weeks Ended June 27, 2026 | | Twenty-six Weeks Ended June 28, 2025 |
| Net income | $ | 21,120 | | | $ | 15,832 | | | $ | 16,388 | | | $ | 15,515 | |
| Income tax benefit | 6,771 | | | 6,593 | | | 5,712 | | | 6,559 | |
| Interest expense, net | 13,042 | | | 13,892 | | | 26,047 | | | 28,352 | |
| | | | | | | |
| | | | | | | |
| Depreciation | 22,535 | | | 19,848 | | | 44,534 | | | 39,243 | |
| Amortization | 15,223 | | | 15,257 | | | 30,499 | | | 30,672 | |
| | | | | | | |
| EBITDA | $ | 78,691 | | | $ | 71,422 | | | $ | 123,180 | | | $ | 120,341 | |
| | | | | | | |
| Stock compensation expense | 3,355 | | | 3,557 | | | 7,362 | | | 6,835 | |
Restructuring and other (1) | (577) | | | 420 | | | 1,434 | | | 2,111 | |
| | | | | | | |
Transaction and integration expense (2) | (4,481) | | | 70 | | | (4,389) | | | 128 | |
| Change in fair value of contingent consideration | 157 | | | (241) | | | (352) | | | (567) | |
Refinancing costs (3) | — | | | — | | | — | | | 906 | |
| | | | | | | |
| Total adjusting items | (1,546) | | | 3,806 | | | 4,055 | | | 9,413 | |
| Adjusted EBITDA | $ | 77,145 | | | $ | 75,228 | | | $ | 127,235 | | | $ | 129,754 | |
(1)Includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities.
(2)Transaction and integration expense includes professional fees and other costs related to acquisition activity, including the acquisitions of Campbell Chain and Fittings and Delaney Hardware acquisitions in the second quarter of 2026, along with a $4.7 million gain, net of deferred taxes, on the Campbell acquisition.
(3)In the first quarter of 2025, we entered into a Repricing Amendment on our existing Senior Term Loan due July 14, 2028.
Reconciliation of Adjusted Diluted Earnings Per Share
(in thousands, except per share data)
Unaudited
We define Adjusted Diluted EPS as reported diluted EPS excluding the effect of one-time, non-recurring activity and volatility associated with our income tax expense. The Company believes that Adjusted Diluted EPS provides further insight and comparability in operating performance as it eliminates the effects of certain items that are not comparable from one period to the next. The following is a reconciliation of reported diluted EPS from continuing operations to Adjusted Diluted EPS from continuing operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended June 27, 2026 | | Thirteen Weeks Ended June 28, 2025 | | Twenty-six Weeks Ended June 27, 2026 | | Twenty-six Weeks Ended June 28, 2025 |
| Reconciliation to Adjusted Net Income | | | | | | | |
| Net Income | $ | 21,120 | | | $ | 15,832 | | | $ | 16,388 | | | $ | 15,515 | |
Remove adjusting items (1) | (1,546) | | | 3,806 | | | 4,055 | | | 9,413 | |
| Remove amortization expense | 15,223 | | | 15,257 | | | 30,499 | | | 30,672 | |
Remove tax benefit on adjusting items and amortization expense (2) | (1,101) | | | (1,176) | | | (2,607) | | | (2,896) | |
| Adjusted Net Income | $ | 33,696 | | | $ | 33,719 | | | $ | 48,335 | | | $ | 52,704 | |
| | | | | | | |
| Reconciliation to Adjusted Diluted Earnings per Share | | | | | | | |
| Diluted Earnings per Share | $ | 0.11 | | | $ | 0.08 | | | $ | 0.08 | | | $ | 0.08 | |
Remove adjusting items (1) | (0.01) | | | 0.02 | | | 0.02 | | | 0.05 | |
| Remove amortization expense | 0.08 | | | 0.08 | | | 0.15 | | | 0.15 | |
Remove tax benefit on adjusting items and amortization expense (2) | (0.01) | | | (0.01) | | | (0.01) | | | (0.01) | |
| Adjusted Diluted Earnings per Share | $ | 0.17 | | | $ | 0.17 | | | $ | 0.24 | | | $ | 0.26 | |
| | | | | | | |
| | | | | | | |
| Diluted Shares, as reported | 196,891 | | | 198,676 | | | 197,993 | | | 199,257 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Note: Adjusted EPS may not add due to rounding.
(1)Please refer to the "Reconciliation of Adjusted EBITDA" table above for additional information on adjusting items. See the "Per share impact of Adjusting Items" table below for the per share impact of each adjustment.
(2)We have calculated the income tax effect of the non-GAAP adjustments shown above at the applicable statutory rate of 25% for the U.S. and 26.2% for Canada except for the following items:
a.The tax impact of stock compensation expense was calculated using the statutory rates above, excluding certain awards that are non-deductible.
b.Amortization expense for financial accounting purposes was offset by the tax benefit of deductible amortization expense using the statutory rate of 25%.
Per Share Impact of Adjusting Items
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Thirteen Weeks Ended June 27, 2026 | | Thirteen Weeks Ended June 28, 2025 | | Twenty-six Weeks Ended June 27, 2026 | | Twenty-six Weeks Ended June 28, 2025 |
| Stock compensation expense | | $ | 0.02 | | | $ | 0.02 | | | $ | 0.04 | | | $ | 0.03 | |
| Restructuring and other costs | | 0.00 | | 0.00 | | 0.01 | | 0.01 | |
| | | | | | | | |
| Transaction and integration expense | | (0.02) | | 0.00 | | (0.02) | | 0.00 |
| Change in fair value of contingent consideration | | 0.00 | | 0.00 | | 0.00 | | 0.00 |
| Refinancing costs | | 0.00 | | 0.00 | | 0.00 | | 0.00 |
| | | | | | | | |
| Total adjusting items | | $ | (0.01) | | | $ | 0.02 | | | $ | 0.02 | | | $ | 0.05 | |
Note: Adjusting items may not add due to rounding.
Reconciliation of Net Debt
We define Net Debt as reported gross debt less cash on hand. Net debt is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. The Company believes that Net Debt provides further insight and comparability into liquidity and capital structure. The following is the calculation of Net Debt:
| | | | | | | | | | | |
| June 27, 2026 | | December 27, 2025 |
| Revolving loans | $ | 46,000 | | | $ | 36,000 | |
| Senior term loan, due 2028 | 632,705 | | | 636,960 | |
| Finance leases and other obligations | 22,561 | | | 20,090 | |
| Gross debt | $ | 701,266 | | | $ | 693,050 | |
| Less cash | 35,839 | | | 27,276 | |
| Net debt | $ | 665,427 | | | $ | 665,774 | |
Reconciliation of Free Cash Flow
We calculate free cash flow as cash flows from operating activities less capital expenditures. Free cash flow is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. We believe free cash flow is an important indicator of how much cash is generated by our business operations and is a measure of incremental cash available to invest in our business and meet our debt obligations.
| | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended June 27, 2026 | | Thirteen Weeks Ended June 28, 2025 | | Twenty-six Weeks Ended June 27, 2026 | | Twenty-six Weeks Ended June 28, 2025 |
| Net cash provided by operating activities | $ | 87,996 | | | $ | 48,707 | | | $ | 68,463 | | | $ | 48,052 | |
| Capital expenditures | (17,780) | | | (17,517) | | | (32,595) | | | (38,175) | |
| Free cash flow | $ | 70,216 | | | $ | 31,190 | | | $ | 35,868 | | | $ | 9,877 | |
Source: Hillman Solutions Corp.
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Quarterly Earnings Results Presentation Q2 2026 - August 3, 2026
2 PresBuilder Placeholder - Delete this box if you see it on a slide, but DO NOT REMOVE this box from the slide layout Forward Looking Statements This presentation contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. All forward-looking statements 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 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 its Annual Report on Form 10-K for the fiscal year ended December 27, 2025 filed on February 17, 2026. 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. Presentation of Non-GAAP Financial Measures In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) throughout this presentation the company has provided non-GAAP financial measures, which present results on a basis adjusted for certain items. The company uses these non-GAAP financial measures for business planning purposes and in measuring its performance relative to that of its competitors. The company believes that these non-GAAP financial measures are useful financial metrics to assess its operating performance from period-to-period by excluding certain items that the company believes are not representative of its core business. These non-GAAP financial measures are not intended to replace, and should not be considered superior to, the presentation of the company’s financial results in accordance with GAAP. The use of the non-GAAP financial measures terms may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures. These non-GAAP financial measures are reconciled from the respective measures under GAAP in the appendix below. The company is not able to provide a reconciliation of the company’s non-GAAP financial guidance to the corresponding GAAP measures without unreasonable effort because of the inherent difficulty in forecasting and quantifying certain amounts necessary for such a reconciliation such as certain non-cash, nonrecurring or other items that are included in net income and EBITDA as well as the related tax impacts of these items and asset dispositions / acquisitions and changes in foreign currency exchange rates that are included in cash flow, due to the uncertainty and variability of the nature and amount of these future charges and costs.
3 • Net sales increased 9.8% to $442.3 million versus Q2 2025 ◦ Hardware and Protective Solutions ("HPS") increased +9.9% ◦ Robotics and Digital Solutions ("RDS") increased +11.0% ◦ Canada increased +7.8% • GAAP net income totaled $21.1 million, or $0.11 per diluted share, compared to $15.8 million, or $0.08 per diluted share, in Q2 2025 • Adjusted Gross Margins were 47.1% compared to 48.3% in Q2 2025 • Adjusted EBITDA increased to $77.1 million from $75.2 million in Q2 2025 • Adjusted EBITDA margins were 17.4% compared to 18.7% in Q2 2025 • Net Debt / Adjusted EBITDA (ttm): 2.4x at quarter end, unchanged from 2.4x on December 27, 2025 Q2 2026 Financial Review Please see reconciliation tables in the Appendix of this presentation for non-GAAP metrics. Highlights for the 13 Weeks Ended June 27, 2026
4 Q2 2026 Operational Review Highlights for the 13 Weeks Ended June 27, 2026 • Continued taking great care of customers: ◦ YTD fill rates continued to be in the "high ninety percent" range • Hillman continued to optimize its "dual faucet" supply chain strategy: ◦ Dual source products in different countries ◦ Diversify the country of origin to optimize total landed product cost while mitigating tariff impact • Repurchased 1.7 million shares of common stock at an average price of $7.62 per share, which totaled $13.3 million • Closed two previously announced acquisitions ◦ Campbell Chain & Fittings and Delaney Hardware • Subsequent to the quarter-end, successfully refinanced its existing credit facilities, consisting of a new $735 million senior secured Term Loan B and a $375 million asset-based revolving credit facility, extending maturities to 2033 and 2031, respectively • Subsequent to the quarter-end, entered into definitive agreement to acquire Kanebridge Corp. a leading master distributor of fasteners for $315 million
5 Quarterly Financial Performance Adjusted EBITDA (millions $ and % of Net Sales) Please see reconciliation of Non-GAAP metrics Adjusted EBITDA and Adjusted Gross Margin in the Appendix of this presentation. Not to scale. Net Sales (millions $) Adjusted Gross Margin (millions $ and % of Net Sales) $75.2 $77.1 Q2 2025 Q2 2026 17.4%18.7% $194.5 $208.1 Q2 2025 Q2 2026 $402.8 $442.3 Q2 2025 Q2 2026 47.1%48.3%
6 Hardware & Protective Q2 2026 Q2 2025 Δ Thirteen weeks ended 6/27/2026 6/28/2025 Revenues $336,066 $305,924 9.9% Adjusted EBITDA $51,306 $51,540 (0.5)% Margin (Adj. EBITDA/Net Sales) 15.3% 16.8% (150) bps Robotics & Digital Q2 2026 Q2 2025 Δ Thirteen weeks ended 6/27/2026 6/28/2025 Revenues $61,615 $55,520 11.0% Adjusted EBITDA $19,628 $17,773 10.4% Margin (Adj. EBITDA/Net Sales) 31.9% 32.0% (10) bps Canada Q2 2026 Q2 2025 Δ Thirteen weeks ended 6/27/2026 6/28/2025 Revenues $44,570 $41,359 7.8% Adjusted EBITDA $6,211 $5,915 5.0% Margin (Adj. EBITDA/Net Sales) 13.9% 14.3% (40) bps Consolidated Q2 2026 Q2 2025 Δ Thirteen weeks ended 6/27/2026 6/28/2025 Revenues $442,251 $402,803 9.8% Adjusted EBITDA $77,145 $75,228 2.5% Margin (Adj. EBITDA/Net Sales) 17.4% 18.7% (130) bps Quarterly Performance by Product Category Please see reconciliation of Adjusted EBITDA to Net Income in the Appendix of this presentation. Figures in Thousands of USD unless otherwise noted. • Top Row: ◦ 27 point height ◦ 16 font (work sans) ◦ 4 point white bottom line • First Column green ◦ Dark: CFD9D1 ◦ Light: D9E1DA • Other Columns gray ◦ Dark: D9D9D9 ◦ Light E0E0E0 ◦ 1 point white bottom and inside lines
7 Hardware & Protective Q2 2026 Q2 2025 Δ Twenty-six weeks ended 6/27/2026 6/28/2025 Revenues $617,374 $583,933 5.7% Adjusted EBITDA $83,202 $89,799 (7.3)% Margin (Adj. EBITDA/Net Sales) 13.5% 15.4% (190) bps Robotics & Digital Q2 2026 Q2 2025 Δ Twenty-six weeks ended 6/27/2026 6/28/2025 Revenues $117,677 $108,430 8.5% Adjusted EBITDA $35,828 $32,310 10.9% Margin (Adj. EBITDA/Net Sales) 30.4% 29.8% 60 bps Canada Q2 2026 Q2 2025 Δ Twenty-six weeks ended 6/27/2026 6/28/2025 Revenues $77,273 $69,783 10.7% Adjusted EBITDA $8,205 $7,645 7.3% Margin (Adj. EBITDA/Net Sales) 10.6% 11.0% (40) bps Consolidated Q2 2026 Q2 2025 Δ Twenty-six weeks ended 6/27/2026 6/28/2025 Revenues $812,324 $762,146 6.6% Adjusted EBITDA $127,235 $129,754 (1.9)% Margin (Adj. EBITDA/Net Sales) 15.7% 17.0% (130) bps YTD Performance by Product Category Please see reconciliation of Adjusted EBITDA to Net Income in the Appendix of this presentation. Figures in Thousands of USD unless otherwise noted.
8 Hardware & Protective Robotics & Digital Canada Total Revenue Thirteen weeks ended June 27, 2026 Fastening and Hardware $282,606 $— $40,429 $323,035 Personal Protective 53,460 — 1,439 54,899 Keys and Key Fobs — 52,464 2,693 55,157 Engraving and Resharp — 9,151 9 9,160 Total Revenue $336,066 $61,615 $44,570 $442,251 Quarterly Revenue by Product Category Hardware & Protective Robotics & Digital Canada Total Revenue Thirteen weeks ended June 28, 2025 Fastening and Hardware $244,562 $— $37,405 $281,967 Personal Protective 61,362 — 1,649 63,011 Keys and Key Fobs — 46,054 2,295 48,349 Engraving and Resharp — 9,466 10 9,476 Total Revenue $305,924 $55,520 $41,359 $402,803 Figures in Thousands of USD unless otherwise noted.
9 Hardware & Protective Robotics & Digital Canada Total Revenue Twenty-six weeks ended June 27, 2026 Fastening and Hardware $507,522 $— $69,256 $576,778 Personal Protective 109,852 — 2,769 112,621 Keys and Key Fobs — 99,394 5,231 104,625 Engraving and Resharp — 18,283 17 18,300 Total Revenue $617,374 $117,677 $77,273 $812,324 YTD Revenue by Product Category Hardware & Protective Robotics & Digital Canada Total Revenue Twenty-six weeks ended June 28, 2025 Fastening and Hardware $454,112 $— $62,455 $516,567 Personal Protective 129,821 — 2,880 132,701 Keys and Key Fobs — 89,034 4,431 93,465 Engraving and Resharp — 19,396 17 19,413 Total Revenue $583,933 $108,430 $69,783 $762,146 Figures in Thousands of USD unless otherwise noted.
10 M&A: Kanebridge Corp - Overview Hillman to Acquire Kanebridge Corp: • Kanebridge is a leading master distributor of fasteners, serving 1,700+ distributors across North America • Stocks 44,000+ SKUs with 99% in-stock for same-day shipping, supporting urgent and high-mix demand • Trusted partner to the industry’s top distributors, delivering best-in-class customer service, seamless digital integration and flexible fulfillment • Operates two distribution centers (Illinois and California) enabling national reach and rapid delivery 1) Figures as of 2025
11 Kanebridge Acquisition - Strategic Rationale ■ Long Tail Industrial Fastener Distributor: One-of-a-kind distributor with deep SKU breadth, best-in-class service capabilities and entrenched customer relationships ■ Advances Hillman’s Industrial Strategy: Establishes a master distribution presence in the industrial fastener channel in the U.S. ■ Broadens Customer and End-Market Exposure: Diversifies Hillman's exposure to industrial and other C&I end markets ■ Improves Margin Profile: Kanebridge's healthy margins and capital- light model provide attractive earnings quality and strong free cash flow conversion ■ Supports Future Growth Expansion: Provides a digital and operational platform for organic growth and cross-selling opportunities
12 M&A: Kanebridge Corp Financial Details • The acquisition is expected to close around the start of the fourth quarter and is expected to be funded with a combination of cash on hand and debt • Leverage expected to increase approximately one turn immediately following the transaction • Assuming an on-time closing, it is expected to contribute approximately $15 million of net sales and $5 million of Adj. EBITDA to Hillman's 2026 full year results
13 Total Net Leverage (Net Debt / TTM Adj. EBITDA) Capital Structure June 27, 2026 millions $ ABL Revolver ($295.5m available) $46.0 Term Note $632.7 Finance Leases and Other Obligations $22.6 Total Debt $701.3 Cash $35.8 Net Debt $665.4 TTM Adjusted EBITDA $272.8 Net Debt/ TTM Adjusted EBITDA 2.4x Please see reconciliation of Non-GAAP metrics Adjusted EBITDA and Net Debt in the Appendix of this presentation. Kanebridge acquisition expected to close around the start of Q4 2026. 2.7x 2.5x 2.4x 2.6x 2.4x 06 /2 8/ 20 25 09 /2 7/ 20 25 12 /2 7/ 20 25 03 /2 8/ 20 26 06 /2 7/ 20 26 Excludes Kanebridge acquisition, which is expected to add about a full turn of leverage upon closing
14 2026 Full Year Guidance (in millions USD) Previous FY 2026 Guidance Range Updated FY 2026 Guidance Range Net Sales $1.600 to $1.700 billion $1.670 to $1.720 billion Adjusted EBITDA $275 to $285 million ~$285 million Free Cash Flow $100 to $120 million $105 to $115 million On August 3, 2026, Hillman provided the following updates to its 2026 FY Guidance. The guidance assumes the Kanebridge acquisition closes around the start of Q4 2026. Please see reconciliation of Non-GAAP metrics in the Appendix of this presentation.
15 Key Takeaways Resilient Business; M&A Active; Playing to Win • Business has 60+ year track record of success; proven to be resilient through multiple economic cycles with great long-term partnerships with customers • Hillman products are utilized for repair, maintenance and remodel projects; products are generally low-cost and a very small percentage of a given project • 1,200-member sales and service team and direct-to-store fulfillment continue to provide competitive advantages and strengthen competitive moat - drives new business wins • Hillman continues "Dual Faucet" strategy to diversify its supply chain to optimize costs and value; working to mitigate higher costs Long Term Financial Objectives Please see reconciliation of Adjusted EBITDA to Net Income in the Appendix of this presentation. Figures in Thousands of USD unless otherwise noted.
16 Long Term Financial Targets Hillman outlined its path to $2.5 Billion of Net Sales at its Inaugural Investor Day, held on March 19, 2026 Targeting an 8%-12% revenue CAGR over the next 5 years driven by multiple levers
Appendix
18 Investment Highlights Significant runway for incremental growth: Organic + M&A Management team with proven operational and M&A expertise Strong financial profile with 60+ year track record Market and innovation leader across multiple categories Indispensable partner embedded with winning retailers Customers love us, trust us and rely on us Large, predictable, growing and resilient end markets
19 Hillman: Overview Who We Are *Management Estimates Adjusted EBITDA is a non-GAAP measure. Please see Appendix for a reconciliation of Adjusted EBITDA to Net Income ~18 billion Fasteners Sold ~214 million Pairs of Work Gloves Sold ~105 million Keys Duplicated ~111,000 SKUs Managed ~29,000 Direct Shipping Retail Locations ~31,500 Kiosks in Retail Locations #1 Position Across Core Categories* 7.3% Sales CAGR over past 20 years 62-Year Track record of success $1.6 billion 2025 Sales 10.2% CAGR 2018-2025 Adj. EBITDA Growth 17.7% 2025 Adj. EBITDA Margin 2025: By The Numbers • We are a leading North American provider of hardware products and solutions, including; ◦ Hardware and home improvement products ◦ Protective and job site gear – including work gloves and job site storage ◦ Robotic kiosk technologies (“RDS”): Key duplication, engraving & knife sharpening • Our differentiated service model provides direct to-store shipping, in-store service, and category management solutions • We have long-standing strategic partnerships with leading retailers across North America: ◦ Home Depot, Lowes, Walmart, Tractor Supply, and ACE Hardware • Founded in 1964; HQ in Cincinnati, Ohio
20 #1 in Segment Representative Top Customers #1 in Segment #1 in Segment Key, Auto and Fob Duplication Personalized Tags Knife Sharpening Fasteners & Specialty Gloves Builders Hardware & Metal Shapes Safety / PPE Construction Fasteners / Power Screws Work Gear Picture Hanging Source: Third party industry report and management estimates. Primary Product Categories Hardware Solutions Robotics & Digital SolutionsProtective Solutions Rope & Chain
21 Thirteen weeks ended June 27, 2026 June 28, 2025 Net income $21,120 $15,832 Income tax benefit 6,771 6,593 Interest expense, net 13,042 13,892 Depreciation 22,535 19,848 Amortization 15,223 15,257 EBITDA $78,691 $71,422 Stock compensation expense 3,355 3,557 Restructuring and other (1) (577) 420 Transaction and integration expense (2) (4,481) 70 Change in fair value of contingent consideration 157 (241) Adjusted EBITDA $77,145 $75,228 Adjusted EBITDA Reconciliation Footnotes: 1. Includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities. 2. Transaction and integration expense includes professional fees and other costs related to acquisition activity, including the to the Campbell Chain and Fittings and Delaney Hardware acquisitions in 2026.Transaction and integration expense includes professional fees and other costs related to acquisition activity, including the acquisitions of Campbell Chain and Fittings and Delaney Hardware acquisitions in the second quarter of 2026, along with a $4.7 million gain, net of deferred taxes, on the Campbell acquisition.
22 Twenty-six weeks ended June 27, 2026 June 28, 2025 Net income $16,388 $15,515 Income tax expense 5,712 6,559 Interest expense, net 26,047 28,352 Depreciation 44,534 39,243 Amortization 30,499 30,672 EBITDA $123,180 $120,341 Stock compensation expense 7,362 6,835 Restructuring and other (1) 1,434 2,111 Transaction and integration expense (2) (4,389) 128 Change in fair value of contingent consideration (352) (567) Refinancing costs (3) — 906 Adjusted EBITDA $127,235 $129,754 Adjusted EBITDA Reconciliation Footnotes: 1. Includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities. 2. Transaction and integration expense includes professional fees and other costs related to acquisition activity, including the acquisitions of Campbell Chain and Fittings and Delaney Hardware acquisitions in the second quarter of 2026, along with a $4.7 million gain, net of deferred taxes, on the Campbell acquisition. 3. In the first quarter of 2025, we entered into a Repricing Amendment (2025 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028.
23 Thirteen weeks ended June 27, 2026 June 28, 2025 Net Sales $442,251 $402,803 Cost of sales (exclusive of depreciation and amortization) 234,162 208,338 Gross margin exclusive of depreciation and amortization $208,089 $194,465 Gross margin exclusive of depreciation and amortization % 47.1 % 48.3 % Adjusting Items: — — Adjusted Gross Profit $208,089 $194,465 Adjusted Gross Margin % 47.1 % 48.3 % Twenty-six weeks ended June 27, 2026 June 28, 2025 Net Sales $812,324 $762,146 Cost of sales (exclusive of depreciation and amortization) 435,658 399,078 Gross margin exclusive of depreciation and amortization $376,666 $363,068 Gross margin exclusive of depreciation and amortization % 46.4 % 47.6 % Adjusting Items: — — Adjusted Gross Profit $376,666 $363,068 Adjusted Gross Margin % 46.4 % 47.6 % Adjusted Gross Margin Reconciliation
24 Thirteen weeks ended June 27, 2026 June 28, 2025 Net sales $442,251 $402,803 Selling, general and administrative expenses 133,983 123,707 SG&A as a % of Net Sales 30.3 % 30.7 % SG&A Adjusting Items (1): Stock compensation expense 3,355 3,557 Restructuring (577) 420 Acquisition and integration expense 240 70 Adjusted SG&A $130,965 $119,660 Adjusted SG&A as a % of Net Sales 29.6 % 29.7 % Twenty-six weeks ended June 27, 2026 June 28, 2025 Net sales $812,324 $762,146 Selling, general and administrative expenses 258,554 242,759 SG&A as a % of Net Sales 31.8 % 31.9 % SG&A Adjusting Items (1): Stock compensation expense 7,362 6,835 Restructuring 1,434 2,111 Acquisition and integration expense 332 128 Adjusted SG&A $249,426 $233,685 Adjusted SG&A as a % of Net Sales 30.7 % 30.7 % Adjusted SG&A Expense Reconciliation 1. See adjusted EBITDA Reconciliation for details of adjusting items
25 As of June 27, 2026 December 27, 2025 Revolving loans $46,000 $36,000 Senior term loan 632,705 636,960 Finance leases and other obligations 22,561 20,090 Gross debt $701,266 $693,050 Less cash 35,839 27,276 Net debt $665,427 $665,774 Net Debt & Free Cash Flow Reconciliations Thirteen weeks ended June 27, 2026 June 28, 2025 Net cash provided by operating activities $87,996 $48,707 Capital expenditures (17,780) (17,517) Free cash flow $70,216 $31,190 Twenty-six weeks ended Net cash provided by operating activities $68,463 $48,052 Capital expenditures (32,595) (38,175) Free cash flow $35,868 $9,877 Reconciliation of Net Debt Reconciliation of Free Cash Flow
26 Thirteen weeks ended June 27, 2026 HPS RDS Canada Operating income $30,332 $5,858 $4,743 Depreciation & amortization 23,074 13,454 1,230 Stock compensation expense 2,904 235 216 Restructuring and other (523) (76) 22 Transaction and integration expense (4,481) — — Change in fair value of contingent consideration — 157 — Adjusted EBITDA $51,306 $19,628 $6,211 Thirteen weeks ended June 28, 2025 HPS RDS Canada Operating income $25,672 $6,309 $4,336 Depreciation & amortization 22,433 11,439 1,233 Stock compensation expense 3,071 220 266 Restructuring 296 44 80 Transaction and integration expense 68 2 — Change in fair value of contingent consideration — (241) — Adjusted EBITDA $51,540 $17,773 $5,915 Segment Adjusted EBITDA Reconciliations
27 Twenty-six weeks ended June 27, 2026 HPS RDS Canada Operating income $34,343 $8,513 $5,291 Depreciation & amortization 45,565 27,011 2,457 Stock compensation expense 6,415 550 397 Restructuring and other 1,268 106 60 Transaction and integration expense (4,389) — — Change in fair value of contingent consideration — (352) — Adjusted EBITDA $83,202 $35,828 $8,205 Twenty-six weeks ended June 28, 2025 HPS RDS Canada Operating income $37,142 $9,365 $4,825 Depreciation & amortization 44,509 22,992 2,414 Stock compensation expense 5,919 451 465 Restructuring 2,105 65 (59) Transaction and integration expense 124 4 — Change in fair value of contingent consideration — (567) — Adjusted EBITDA $89,799 $32,310 $7,645 Segment Adjusted EBITDA Reconciliations
Hillman to Acquire Kanebridge, Establishes Industrial Master Distribution Presence in U.S.
Strategic Acquisition of Fastener Distributor Advances Hillman's Presence in Untapped Industrial Market
Increases Industrial Total Addressable Market to $3 Billion while Diversifying Customer and End-Market Exposure
Unique Digital and Operational Platform Primed for Future Growth Opportunities
CINCINNATI – August 3, 2026 – Hillman Solutions Corp. (Nasdaq: HLMN) (the "Company", “Hillman Group”, or "Hillman"), a leading provider of hardware products and merchandising solutions, has entered into a definitive agreement to acquire Kanebridge Corporation ("Kanebridge"), a leading master distributor of industrial fasteners for a purchase price of $315 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses.
Kanebridge supplies more than 44,000 commercial and military-grade fastener SKUs to distributors throughout the U.S. and Canada from its warehouses in Illinois and California, selling exclusively to distributors in commercial and industrial channels. Kanebridge prides itself on maintaining industry-leading fill rates, its proprietary digital ordering platform, FasNet™, which enables same-day shipping, and its long-standing relationships with industrial and specialty distributors. These capabilities have made Kanebridge a critical partner for its customers for over 50 years.
Consistent with Hillman's disciplined acquisition framework, the transaction is expected to be accretive to Hillman's margins and earnings. Hillman anticipates cost synergies from Hillman’s sourcing and distribution expertise,
sales synergies coming from cross-selling opportunities, and material tax benefits from the transaction.
Jon Michael Adinolfi, President and Chief Executive Officer of Hillman, commented: "Kanebridge gives us an immediate and credible foothold in the industrial channel, which we've identified as one of our biggest growth opportunities. Their master distributor model, capabilities-driven platform, and long-standing distributor relationships make it a great fit for us. This acquisition follows the same disciplined, accretive approach to M&A that has built Hillman over the past 60 years, and we're looking forward to welcoming the Kanebridge team to Hillman."
Following completion of the acquisition, Kanebridge will operate as part of Hillman's commercial & industrial business, led by Chris Martin, EVP, Commercial & Industrial.
Martin added: “Like Hillman, Kanebridge has decades of expertise taking great care of customers, maintaining strong fill rates, and providing a long tail of specialty fastener SKUs. Kanebridge's focus on the U.S. industrial market complements Hillman's existing industrial presence in Canada, broadening our combined reach across North America. The Kanebridge platform makes a great addition to our Commercial & Industrial business.”
The acquisition advances Hillman's Industrial growth strategy, outlined at its recent Investor Day. The acquisition expands Hillman’s addressable market opportunity in industrial by $1 billion, bringing the total TAM to $3 billion. Kanebridge's master distributor model will leverage Hillman's global "dual faucet" sourcing expertise and extensive breadth of SKUs. Kanebridge gives Hillman an immediate, scaled platform to serve long-tail, high-specification fastener requirements across industrial and specialty distribution channels, while creating new cross-sell opportunities across Hillman's existing C&I, Pro and DIY customer base.
The transaction has been approved by the boards of directors of both companies and is subject to regulatory approval and customary closing conditions. The Company expects to fund the transaction with a combination of cash from the balance sheet, borrowings under its existing asset-based revolving credit facility, and an add-on to its existing First Lien Term Loan, which the Company intends to raise through the capital markets.
Advisors
Jefferies LLC is acting as financial advisor and Thompson Hine LLP is acting as legal counsel to Hillman. Piper Sandler is acting as financial advisor and Koley Jessen P.C., L.L.O. is acting as legal counsel to Kanebridge.
About Hillman Solutions Corp.
Founded in 1964 and headquartered in Cincinnati, Hillman is a leading provider of hardware and related products serving retail, pro distribution, and industrial customers. Over the last 60-plus years, Hillman has built a legacy of service and growth by forming strategic partnerships with North America's leading home improvement, hardware, and farm and fleet retailers. Hillman differentiates itself from the competition with its dedicated field sales team of 1,200+ associates, direct-to-store distribution capabilities, and world class global sourcing and supply chain expertise. The company offers an extensive product portfolio of more than 111,000 SKUs, including fasteners (power screws, nuts, bolts), hardware (builder's hardware, door hardware, rope & chain, accessories), project gear & supplies (gloves, work gear, paint & cleaning sundries), and key and engraving services (key duplication, auto keys, and engraving). Hillman is committed to delivering exceptional customer service, innovative products, and dependable solutions to its customers and regularly earns vendor of the year recognition from top customers. For more information on Hillman, visit www.hillman.com.
About Kanebridge Corporation
Kanebridge Corporation is a leading U.S. master distributor of commercial and military-grade fasteners, serving distributors nationwide for more than 50 years. With more than 44,000 SKUs available for same-day shipment from warehouses in Illinois and California, Kanebridge is known for its product depth, fill-rate reliability, and specification expertise across inch and metric fastener categories. For more information, visit [www.kanebridge.com].
Forward-Looking Statements
All statements made in this press release that are 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 and statements relating to the Transaction, which may not be consummated on the terms described in this press release, or at all. 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) the failure to obtain required regulatory approvals for the transaction or the receipt of such approvals on unfavorable terms; (2) the failure to satisfy other closing conditions for the transaction; (3) delays in consummating the transaction; (4) the possibility that the transaction may not be completed or not completed in a timely manner; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; and (6) risks relating to the integration of the acquired business and the realization of anticipated synergies and other benefits may not be fully realized or may take longer to realize than expected; (7) 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; (8) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (9) the highly competitive nature of the markets that we serve; (10) the ability to continue to innovate with new products and services; (11) seasonality; (12) large customer concentration; (13) the ability to recruit and retain qualified employees; (14) the outcome of any legal proceedings that may be instituted against the Company; (15) adverse changes in currency exchange rates; or (16) 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 17, 2026. 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.
Contact:
Michael Koehler
Vice President – Corporate Development, Investor Relations, Treasury
513-826-5495
IR@hillmangroup.com