Hillman CEO logs tax-withholding share transfer

Hillman Solutions Corp. President & CEO Jon Michael Adinolfi reported an administrative tax-withholding share transfer.

Accepted by SEC EDGAR 04/03/2026 - 08:47 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Hillman Solutions Corp. President & CEO Jon Michael Adinolfi reported an administrative tax-withholding share transfer. On April 2, 2026, 10,367 shares of common stock were disposed at $8.14 per share to correct an earlier tax underwithholding tied to March 7, 2026 award vestings. Following this correction, he directly holds 911,227 shares of common stock. The transaction reflects tax withholding related to equity compensation rather than an open-market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 10,367 shares

Exercise Price or Tax Liability 1 txn

Insider Adinolfi Jon Michael

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	10,367	$8.14	$84K

Holdings After Transaction: Common Stock — 911,227 shares (Direct)

Footnotes (1)

1. F1. Represents additional tax withholding related to 3/7/2026 award vestings to correct a tax underwithholding administrative error. Given this additional withholding should have occurred on 3/7/2026, the Company is using the same share price as the prior withholding that would have been used had the Company processed this correctly from the outset.

Key Figures

Shares withheld for taxes: 10,367 shares Withholding share price: $8.14 per share Shares held after transaction: 911,227 shares +1 more

4 metrics

Shares withheld for taxes 10,367 shares Tax-withholding disposition on April 2, 2026

Withholding share price $8.14 per share Price used for additional tax withholding

Shares held after transaction 911,227 shares CEO’s direct common stock holdings post-transaction

Tax-withholding shares count 10,367 shares Reported as tax-withholding in transaction summary

Key Terms

tax-withholding disposition, award vestings, tax underwithholding administrative error

3 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

award vestings financial

"related to 3/7/2026 award vestings to correct a tax underwithholding"

tax underwithholding administrative error financial

"to correct a tax underwithholding administrative error"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Hillman Solutions (HLMN) report for its CEO?

Hillman Solutions reported that President & CEO Jon Michael Adinolfi had 10,367 common shares withheld for taxes at $8.14 per share. This was an administrative tax-withholding transaction, not an open-market trade, tied to earlier equity award vestings.

Why were 10,367 Hillman Solutions (HLMN) shares disposed in this filing?

The 10,367 shares were disposed to cover additional tax withholding linked to March 7, 2026 award vestings. The company corrected a prior tax underwithholding administrative error by withholding these shares using the same share price applied to the original withholding.

What price per share was used in the Hillman Solutions (HLMN) CEO tax withholding?

The company used a share price of $8.14 for the 10,367 withheld shares. According to the disclosure, this matches the price that would have been used on March 7, 2026 had the original tax withholding been processed correctly.

How many Hillman Solutions (HLMN) shares does the CEO hold after this transaction?

After the tax-withholding disposition of 10,367 shares, President & CEO Jon Michael Adinolfi directly holds 911,227 shares of Hillman Solutions common stock. This figure reflects his ownership immediately following the reported administrative correction.

Was the Hillman Solutions (HLMN) CEO’s transaction an open-market sale?

No. The filing describes the event as a tax-withholding disposition to address an earlier underwithholding error. Shares were withheld by the company for tax purposes related to equity award vestings, rather than sold by the CEO in the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Adinolfi Jon Michael

(Last) (First) (Middle)

1280 KEMPER MEADOW DR.

(Street)

FOREST PARK OHIO 45240

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Hillman Solutions Corp. [ HLMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/02/2026		F(1)		10,367	D	$8.14	911,227	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents additional tax withholding related to 3/7/2026 award vestings to correct a tax underwithholding administrative error. Given this additional withholding should have occurred on 3/7/2026, the Company is using the same share price as the prior withholding that would have been used had the Company processed this correctly from the outset.

Remarks:

	By: /s/ Daniel M. Bauer, as attorney-in-fact	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)