[S-8] Hillman Solutions Corp. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Form S-8 filed August 5, 2025 to register an additional 3,800,000 shares for the 2021 Equity Incentive Plan and 1,000,000 shares for the 2021 Employee Stock Purchase Plan (total 4,800,000 shares). The filing incorporates the Prior Registration Statement (File No. 333-259659) by reference, lists governing documents and plan exhibits, includes legal and auditor consents, and is signed by the CEO, CFO, CAO, Executive Chairman and the board on August 5, 2025.

Positive

• Registers an additional 3,800,000 shares for the Hillman Solutions 2021 Equity Incentive Plan (explicitly stated)
• Registers an additional 1,000,000 shares for the Hillman Solutions 2021 Employee Stock Purchase Plan (explicitly stated)
• Incorporates prior Form S-8 (File No. 333-259659) by reference, streamlining disclosure to previously filed plan documents and exhibits

Negative

• None.

Insights

Compensation Analyst

TL;DR: Registration of 4.8M shares enables continued employee equity awards under existing 2021 plans; routine administrative filing.

The filing registers an additional 3,800,000 shares for the Hillman Solutions 2021 Equity Incentive Plan and 1,000,000 shares for the 2021 ESPP, as a result of stockholder-approved reserve increases. It incorporates the prior Form S-8 (File No. 333-259659) by reference and attaches standard plan and governance exhibits. This is a standard equity-compensation housekeeping filing to enable future grants; it does not itself provide financial results or new operational disclosures.

Corporate Governance Expert

TL;DR: Routine securities registration and exhibit disclosure; includes powers of attorney and required consents, signed by officers and directors.

The registration statement includes exhibits such as the amended certificate of incorporation, bylaws, plan documents, legal opinion (Exhibit 5.1), auditor consent (Exhibit 23.1) and a power of attorney. Signatures from corporate officers and directors are dated August 5, 2025. The document expressly incorporates prior SEC filings by reference rather than restating them. On its own, this S-8 is procedural and does not disclose material transactions, earnings data, or governance changes.

As filed with the Securities and Exchange Commission on August 5, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

______________________________________________________________________________________________________

HILLMAN SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

Delaware			85-2096734
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1280 Kemper Meadow Drive

Cincinnati, Ohio 45240

(Address of Principal Executive Offices) (Zip Code)

Hillman Solutions Corp. 2021 Equity Incentive Plan (as amended)

Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (as amended)

(Full title of the plan)

Jon Michael Adinolfi

President and Chief Executive Officer

Hillman Solutions Corp.

1280 Kemper Meadow Drive

Cincinnati, Ohio 45240

(513) 851-4900

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jurgita Ashley Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114 (216) 566-5500 Amanda Kitzberger Chief Legal Officer Hillman Solutions Corp. 1280 Kemper Meadow Drive Cincinnati, Ohio 45240 (513) 851-4900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Hillman Solutions Corp. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register the offering of an additional (i) 3,800,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Registrant, which are issuable under the Hillman Solutions Corp. 2021 Equity Incentive Plan (as amended) (the “2021 Plan”) as a result of increases to the reserve under the 2021 Plan previously approved by the Registrant’s stockholders and (ii) 1,000,000 shares of Common Stock of the Registrant, which are issuable under the Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (as amended) (the “ESPP” and, together with the 2021 Plan, the “Plans”) as a result of an increase to the reserve under the ESPP previously approved by the Registrant’s stockholders.

The additional shares of Common Stock issuable pursuant to the Plans are securities of the same class as other securities for which a Registration Statement on Form S-8 was filed with the Commission on September 20, 2021 (File No. 333-259659) (the “Prior Registration Statement”). Accordingly, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8, except to the extent supplemented, amended or superseded by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have previously been filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

•the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the Commission on February 20, 2025 (including the information incorporated by reference therein from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 21, 2025);

•the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 29, 2025 and June 28, 2025, filed with the Commission on April 29, 2025 and August 5, 2025, respectively;

•the Registrant’s Current Reports on Form 8-K filed with the Commission on February 18, 2025, April 29, 2025, June 3, 2025, and August 5, 2025 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and

•the description of the Registrant’s common stock set forth in Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 25, 2021, together with any amendment or report filed with the Commission for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.			Description
3.1			Fourth Amended and Restated Certificate of Incorporation of Hillman Solutions Corp. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 13, 2024).
3.2			Second Amended and Restated Bylaws of Hillman Solutions Corp. (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 13, 2024).
5.1			Opinion of Thompson Hine LLP (filed herewith).
23.1			Consent of Independent Registered Public Accounting Firm (filed herewith).
23.2			Consent of Thompson Hine LLP (included in Exhibit 5.1).
24.1			Power of Attorney (included on the signature page to this Registration Statement).
99.1			Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (as amended) (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 3, 2025).
99.2			Hillman Solutions Corp. 2021 Equity Incentive Plan (as amended) (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 3, 2025).
99.3			Form of Non-Qualified Stock Option Award Agreement under the Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K, filed with the Commission on July 20, 2021).
99.4			Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of the Registrant’s Current Report on Form 8-K, filed with the Commission on July 20, 2021).
99.5			Form of Restricted Stock Unit Award Agreement under the Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 of the Registrant’s Current Report on Form 8-K, filed with the Commission on July 20, 2021).
99.6			Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 27, 2023).
99.7			Form of Performance Stock Unit Agreement under the Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2025).
99.8			Form of Restricted Stock Unit Agreement under the Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2025).
107			Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cincinnati, state of Ohio on August 5, 2025.

HILLMAN SOLUTIONS CORP.
By:			/s/ Jon Michael Adinolfi
Name:			Jon Michael Adinolfi
Title:			President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Jon Michael Adinolfi, Robert O. Kraft, and Amanda Kitzberger, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Hillman Solutions Corp., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE			TITLE			DATE
/s/ Jon Michael Adinolfi			President, Chief Executive Officer and Director			August 5, 2025
Jon Michael Adinolfi			(Principal Executive Officer)
/s/ Robert O. Kraft			Chief Financial Officer			August 5, 2025
Robert O. Kraft			(Principal Financial Officer)
/s/ Anne S. McCalla			Chief Accounting Officer			August 5, 2025
Anne S. McCalla			(Principal Accounting Officer)
/s/ Douglas J. Cahill			Executive Chairman and Director			August 5, 2025
Douglas J. Cahill
/s/ Diana Dowling			Director			August 5, 2025
Diana Dowling
/s/ Teresa S. Gendron			Director			August 5, 2025
Teresa S. Gendron
/s/ Diane C. Honda			Director			August 5, 2025
Diane C. Honda
/s/ Aaron P. Jagdfeld			Director			August 5, 2025
Aaron P. Jagdfeld
/s/ Daniel O’Leary			Director			August 5, 2025
Daniel O’Leary
/s/ David A. Owens			Director			August 5, 2025
David A. Owens
/s/ John Swygert			Director			August 5, 2025
John Swygert
/s/ Philip K. Woodlief			Director			August 5, 2025
Philip K. Woodlief

FAQ

What did Hillman Solutions (HLMN) register on Form S-8?

The filing registers 3,800,000 shares for the 2021 Equity Incentive Plan and 1,000,000 shares for the 2021 ESPP (total 4,800,000 shares).

When was the Form S-8 filed for HLMN?

The Registration Statement on Form S-8 was filed with the SEC on August 5, 2025.

Are these shares a new class of securities?

No. The filing states the additional shares are securities of the same class as those in the prior Form S-8 (File No. 333-259659).

Which plan documents and exhibits are included or incorporated?

Exhibits include the amended certificate of incorporation and bylaws, plan documents (Exhibits 99.1 and 99.2), legal opinion (Exhibit 5.1), auditor consent (Exhibit 23.1) and a power of attorney (Exhibit 24.1); several items are incorporated by reference to prior filings.

Who signed the Registration Statement and when?

The Registration Statement is signed by Jon Michael Adinolfi (CEO), the CFO, CAO, Executive Chairman and the Board of Directors, all dated August 5, 2025.

Does the filing include financial results or material transactions?

No. The Form S-8 registers shares for employee plans and incorporates prior filings; it does not present earnings, revenue or material transaction disclosures.