8-K
Hillman Solutions Corp. (HLMN)
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): February 17, 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 Meadow Drive
Cincinnati, Ohio 45240
(Address of principal executive offices)
Registrant’s telephone number, including area code: (513) 851-4900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | HLMN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 17, 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 fifty-two weeks ended December 27, 2025.
The information provided pursuant to Item 2.02, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing..
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| Hillman Solutions Corp. | |||
|---|---|---|---|
| Date: | February 17, 2026 | By: | /s/ Robert O. Kraft |
| Name: | Robert O. Kraft | ||
| Title: | Chief Financial Officer |
Document
Hillman Reports Fourth Quarter and Record Full Year 2025 Results; Provides 2026 Guidance
Full Year 2025 Net Sales increased 5.4% to a record $1.55 billion
Midpoint of 2026 Net Sales guidance reflects an increase of 6.3% versus 2025
CINCINNATI, February 17, 2026 -- Hillman Solutions Corp. (Nasdaq: HLMN) (the “Company” or “Hillman”), a leading provider of hardware-related products and merchandising solutions, reported financial results for the thirteen and fifty-two weeks ended December 27, 2025.
Fourth Quarter 2025 Highlights (Thirteen Weeks Ended December 27, 2025)
•Net sales increased 4.5% to $365.1 million versus Q4 2024
•Net income totaled $1.6 million, or $0.01 per diluted share, compared to net loss of $(1.2) million, or $(0.01) per diluted share, in the prior year quarter
•Adjusted diluted EPS1 was $0.10 per diluted share compared to $0.10 per diluted share in the prior year quarter
•Adjusted EBITDA1 increased 2.3% to $57.5 million versus Q4 2024
Full Year 2025 Highlights (Fifty-Two Weeks Ended December 27, 2025)
•Net sales increased 5.4% to a record $1.55 billion versus 2024
•Net income totaled $40.3 million, or $0.20 per diluted share, compared to net loss of $17.3 million, or $0.09 per diluted share, in 2024
•Adjusted diluted EPS1 was $0.58 per diluted share, compared to $0.49 per diluted share in 2024
•Adjusted EBITDA1 increased 13.9% to $275.3 million versus 2024
•Net cash provided by operating activities totaled $105.2 million compared to $183.3 million in 2024
•Free Cash Flow1 totaled $35.1 million compared to $98.1 million in 2024
•Hillman repurchased approximately 1.4 million shares of its common stock at an average price of $9.07 per share, totaling $12.4 million
Balance Sheet and Liquidity at December 27, 2025
•Gross debt decreased to $693.1 million from $718.6 million at December 30, 2024
•Net debt1 decreased to $665.8 million from $674.0 million at December 30, 2024
•Liquidity available totaled $306 million, consisting of $279 million of available borrowing under the revolving credit facility and $27 million of cash and equivalents
•Net debt1 to trailing twelve month Adjusted EBITDA improved to 2.4x times from 2.8x at December 30, 2024
Management Commentary
Jon Michael Adinolfi, Hillman's chief executive officer commented: “During 2025, we successfully managed the dynamic tariff environment while driving record top and bottom line results. The Hillman team did a great job this year taking care of our long standing partners and winning new business.
"We continued prudent investing into growth opportunities during year, including our MinuteKey 3.5 fleet, which we expect to generate healthy returns on invested capital during 2026 and beyond.
"Looking to 2026, we are confident we will grow both our top and bottom line, while we seek strategic opportunities to grow via M&A and expand our leading market share position. We remain focused on driving value for shareholders during 2026 and beyond."
Full Year 2026 Guidance
Hillman has provided the following guidance based on its current view of the market and its performance expectations during fiscal 2026.
| Full Year 2026 Guidance | |
|---|---|
| Net Sales | $1.600 to $1.700 billion |
| Adjusted EBITDA1 | $275 to $285 million |
| Free Cash Flow1 | $100 to $120 million |
1.Adjusted EBITDA, Adjusted Diluted EPS, Net Debt, and Free Cash Flow are non-GAAP financial measures. Refer to the "Reconciliation of Adjusted EBITDA”, "Reconciliation of Adjusted Earnings per Share", "Reconciliation of Net Debt" and "Reconciliation of Free Cash Flow" sections of this press release for additional information as well as reconciliations between the company’s GAAP and non-GAAP financial results
Fourth Quarter and Full Year 2025 Results Presentation
Hillman plans to host a conference call and webcast presentation today, February 17, 2026, at 8:30 a.m. Eastern Time to discuss its results and guidance. Chief Executive Officer Jon Michael Adinolfi and Chief Financial Officer Rocky Kraft will host the results presentation.
Date: Today, February 17, 2026
Time: 8:30 am Eastern Time
Listen-only Webcast: https://edge.media-server.com/mmc/p/3tnsam2j
A webcast replay will be available approximately one hour after the conclusion of the call using the Audio-Only Webcast link above.
Hillman’s earnings release and results presentation are expected to be filed with the SEC and posted to its website, https://ir.hillmangroup.com, before the webcast presentation begins, with the 10-K being filed and posted subsequent to the call.
About Hillman Solutions Corp.
Hillman Solutions Corp. (“Hillman”) is a leading provider of hardware-related products and merchandising solutions to home improvement, hardware, and farm and fleet retailers across North America. Renowned for its commitment to customer service, Hillman has differentiated itself with its competitive moat built on direct-to-store shipping, a dedicated in-store sales and service team of over 1,200 professionals, and over 60 years of product and industry experience. Hillman’s extensive portfolio includes hardware solutions (fasteners, screws, nuts and bolts), protective solutions (work gloves, jobsite storage and protective gear), and robotic and digital solutions (key duplication and tag engraving). Leveraging its world-class distribution network, Hillman regularly earns vendor of the year recognition from top customers. For more information on Hillman, visit www.hillman.com.
Forward Looking Statements
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. 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 of Investor Relations & Treasury
513-826-5495
IR@hillmangroup.com
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Statement of Net Income, GAAP Basis
(dollars in thousands)
Unaudited
| Thirteen Weeks Ended December 27, 2025 | Thirteen Weeks Ended December 28, 2024 | Fifty-two Weeks Ended December 27, 2025 | Fifty-two Weeks Ended December 28, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 365,139 | $ | 349,562 | $ | 1,552,224 | $ | 1,472,595 |
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 191,419 | 182,885 | 795,875 | 764,691 | ||||
| Selling, warehouse, general and administrative expenses | 120,899 | 118,722 | 502,000 | 488,702 | ||||
| Depreciation | 20,527 | 18,183 | 79,870 | 68,766 | ||||
| Amortization | 15,295 | 15,417 | 61,232 | 61,274 | ||||
| Other expense (income), net | 266 | 358 | (722) | 361 | ||||
| Income from operations | 16,733 | 13,997 | 113,969 | 88,801 | ||||
| Interest expense, net | 13,423 | 14,925 | 56,467 | 59,241 | ||||
| Refinancing costs | — | — | 906 | 3,008 | ||||
| Income (loss) before income taxes | 3,310 | (928) | 56,596 | 26,552 | ||||
| Income tax expense | 1,712 | 294 | 16,291 | 9,297 | ||||
| Net income (loss) | $ | 1,598 | $ | (1,222) | $ | 40,305 | $ | 17,255 |
| Basic income (loss) per share | $ | 0.01 | $ | (0.01) | $ | 0.20 | $ | 0.09 |
| Weighted average basic shares outstanding | 197,167 | 196,689 | 197,451 | 196,108 | ||||
| Diluted income (loss) per share | $ | 0.01 | $ | (0.01) | $ | 0.20 | $ | 0.09 |
| Weighted average diluted shares outstanding | 199,552 | 196,689 | 199,480 | 198,915 |
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Balance Sheets
(dollars in thousands)
Unaudited
| December 27, 2025 | December 28, 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 27,276 | $ | 44,510 |
| Accounts receivable, net of allowances of $1,944 ($2,827 - 2024) | 114,926 | 109,788 | ||
| Inventories, net | 485,938 | 403,673 | ||
| Other current assets | 18,342 | 15,213 | ||
| Total current assets | 646,482 | 573,184 | ||
| Property and equipment, net of accumulated depreciation of $428,726 ($376,150 - 2024) | 231,482 | 224,174 | ||
| Goodwill | 830,747 | 828,553 | ||
| Other intangibles, net of accumulated amortization of $592,748 ($530,398 - 2024) | 546,171 | 605,859 | ||
| Operating lease right of use assets | 75,152 | 81,708 | ||
| Other assets | 26,160 | 17,025 | ||
| Total assets | $ | 2,356,194 | $ | 2,330,503 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 141,662 | $ | 139,057 |
| Current portion of debt and finance lease obligations | 14,830 | 12,975 | ||
| Current portion of operating lease liabilities | 17,947 | 16,850 | ||
| Accrued expenses: | ||||
| Salaries and wages | 35,790 | 34,977 | ||
| Pricing allowances | 8,098 | 7,651 | ||
| Income and other taxes | 9,466 | 10,377 | ||
| Other accrued expenses | 29,766 | 31,843 | ||
| Total current liabilities | 257,559 | 253,730 | ||
| Long-term debt | 668,337 | 691,726 | ||
| Deferred tax liabilities | 131,870 | 124,611 | ||
| Operating lease liabilities | 63,459 | 71,474 | ||
| Other non-current liabilities | 6,462 | 6,591 | ||
| Total liabilities | 1,127,687 | 1,148,132 | ||
| Commitments and Contingencies | ||||
| Stockholders' equity: | ||||
| Common stock, 0.0001 par, 500,000,000 shares authorized, 197,857,100 and 196,487,532 issued and outstanding at December 27, 2025, respectively and 196,705,710 issued and outstanding at December 28, 2024. | 20 | 20 | ||
| Treasury stock, at cost, 1,369,568 shares at December 27, 2025 | (12,423) | — | ||
| Additional paid-in capital | 1,457,422 | 1,442,958 | ||
| Accumulated deficit | (178,646) | (218,951) | ||
| Accumulated other comprehensive loss | (37,866) | (41,656) | ||
| Total stockholders' equity | 1,228,507 | 1,182,371 | ||
| Total liabilities and stockholders' equity | $ | 2,356,194 | $ | 2,330,503 |
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Statement of Cash Flows
(dollars in thousands)
Unaudited
| Year Ended December 27, 2025 | Year Ended December 28, 2024 | |||
|---|---|---|---|---|
| Cash flows from operating activities: | ||||
| Net income | $ | 40,305 | $ | 17,255 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 141,102 | 130,040 | ||
| Gain on dispositions of property and equipment | 73 | 56 | ||
| Deferred income taxes | 4,717 | (5,038) | ||
| Deferred financing and original issue discount amortization | 5,021 | 5,065 | ||
| Loss on debt restructuring, net of third party fees paid | 906 | 3,008 | ||
| Cash paid to third parties in connection with debt restructuring | (906) | (1,554) | ||
| Stock-based compensation expense | 14,246 | 13,463 | ||
| Customer bankruptcy reserve | — | 8,640 | ||
| Change in fair value of contingent consideration | (240) | 228 | ||
| Changes in operating items: | ||||
| Accounts receivable, net | (4,121) | (4,545) | ||
| Inventories, net | (79,432) | 8,710 | ||
| Other assets | (14,980) | (6,004) | ||
| Accounts payable | 1,689 | (7,784) | ||
| Accrued salaries and wages | 711 | 12,707 | ||
| Other accrued liabilities | (3,906) | 9,089 | ||
| Net cash provided by operating activities | 105,185 | 183,336 | ||
| Cash flows from investing activities: | ||||
| Acquisition of business, net of cash received | — | (57,900) | ||
| Capital expenditures | (70,100) | (85,219) | ||
| Other investing activities | (251) | (278) | ||
| Net cash used for investing activities | (70,351) | (143,397) | ||
| Cash flows from financing activities: | ||||
| Repayments of senior term loans | (8,512) | (106,383) | ||
| Borrowings of revolving credit loans | 131,000 | 177,000 | ||
| Repayments of revolving credit loans | (157,000) | (115,000) | ||
| Repurchases of common stock | (12,423) | — | ||
| Financing fees | — | (33) | ||
| Principal payments under finance lease obligations | (5,683) | (3,682) | ||
| Proceeds from exercise of stock options | 1,207 | 9,657 | ||
| Payments of contingent consideration | (265) | (260) | ||
| Other financing activities | (544) | (567) | ||
| Net cash used for financing activities | (52,220) | (39,268) | ||
| Effect of exchange rate changes on cash | 152 | 5,286 | ||
| Net (decrease) increase in cash and cash equivalents | (17,234) | 5,957 | ||
| Cash and cash equivalents at beginning of period | 44,510 | 38,553 | ||
| Cash and cash equivalents at end of period | $ | 27,276 | $ | 44,510 |
HILLMAN SOLUTIONS CORP.
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 and Board of Directors use this financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments and 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 December 27, 2025 | Thirteen Weeks Ended December 28, 2024 | Fifty-two Weeks Ended December 27, 2025 | Fifty-two Weeks Ended December 28, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 1,598 | $ | (1,222) | $ | 40,305 | $ | 17,255 |
| Income tax expense | 1,712 | 294 | 16,291 | 9,297 | ||||
| Interest expense, net | 13,423 | 14,925 | 56,467 | 59,241 | ||||
| Depreciation | 20,527 | 18,183 | 79,870 | 68,766 | ||||
| Amortization | 15,295 | 15,417 | 61,232 | 61,274 | ||||
| EBITDA | $ | 52,555 | $ | 47,597 | $ | 254,165 | $ | 215,833 |
| Stock compensation expense | 3,507 | 3,721 | 14,246 | 13,463 | ||||
| Restructuring and other costs (1) | 1,198 | (214) | 4,058 | 2,978 | ||||
| Litigation expense (2) | — | 5,000 | 1,950 | 5,000 | ||||
| Transaction and integration expense (3) | 17 | 250 | 232 | 1,243 | ||||
| Change in fair value of contingent consideration | 260 | (85) | (240) | 228 | ||||
| Refinancing charges(4) | — | — | 906 | 3,008 | ||||
| Total adjusting items | $ | 4,982 | $ | 8,672 | $ | 21,152 | $ | 25,920 |
| Adjusted EBITDA | $ | 57,537 | $ | 56,269 | $ | 275,317 | $ | 241,753 |
(1)Restructuring and other costs includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities. 2024 includes costs associated with the Cybersecurity Incident that occurred in May 2023.
(2)Litigation expense includes an accrual for the tentative settlement of a California wage-hour class action / Private Attorneys General Act (PAGA) claim in 2025 along with a settlement and legal fees paid in association with a dispute with a kiosk development partner in 2024.
(3)Transaction and integration expense includes professional fees and other costs related to acquisition activity, including without limitation the Koch Industries, Inc. and Intex DIY, Inc acquisitions.
(4)In the first quarters of 2025 and 2024, we entered into a Repricing Amendment (2025 Repricing Amendment and 2024 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028.
Reconciliation of Adjusted Diluted EPS
(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 December 27, 2025 | Thirteen Weeks Ended December 28, 2024 | Fifty-two Weeks Ended December 27, 2025 | Fifty-two Weeks Ended December 28, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation to Adjusted Net Income | ||||||||
| Net Income (Loss) | $ | 1,598 | $ | (1,222) | $ | 40,305 | $ | 17,255 |
| Remove adjusting items (1) | 4,982 | 8,672 | 21,152 | 25,920 | ||||
| Remove amortization expense | 15,295 | 15,417 | 61,232 | 61,274 | ||||
| Remove tax benefit on adjusting items and amortization expense (2) | (1,867) | (2,301) | (6,730) | (7,230) | ||||
| Adjusted Net Income | $ | 20,008 | $ | 20,566 | $ | 115,959 | $ | 97,219 |
| Reconciliation to Adjusted Diluted Earnings per Share | ||||||||
| Diluted Earnings per Share | $ | 0.01 | $ | (0.01) | $ | 0.20 | $ | 0.09 |
| Remove adjusting items (1) | 0.02 | 0.04 | 0.11 | 0.13 | ||||
| Remove amortization expense | 0.08 | 0.08 | 0.31 | 0.31 | ||||
| Remove tax benefit on adjusting items and amortization expense (2) | (0.01) | (0.01) | (0.03) | (0.04) | ||||
| Adjusted Diluted Earnings per Share | $ | 0.10 | $ | 0.10 | $ | 0.58 | $ | 0.49 |
| Reconciliation to Adjusted Diluted Shares Outstanding | ||||||||
| Diluted Shares, as reported | 199,552 | 196,689 | 199,480 | 198,915 | ||||
| Non-GAAP dilution adjustments | ||||||||
| Dilutive effect of stock options and awards (3) | — | 3,860 | — | — | ||||
| Adjusted Diluted Shares | 199,552 | 200,549 | 199,480 | 198,915 |
Note: Adjusted EPS may not add due to rounding.
(1)Please refer to "Reconciliation of Adjusted EBITDA" table above for additional information on adjusting items. See "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%.
(3)Diluted shares on a GAAP basis for the thirteen and fifty-two weeks ended December 27, 2025 include the dilutive impact of 2,385 and 2,029 options and awards, respectively. Diluted shares on a GAAP basis for the fifty-two weeks ended December 28, 2024 includes the dilutive impact of 2,807 options and awards.
Per Share Impact of Adjusting Items
| Thirteen Weeks Ended December 27, 2025 | Thirteen Weeks Ended December 28, 2024 | Fifty-two Weeks Ended December 27, 2025 | Fifty-two Weeks Ended December 28, 2024 | |
|---|---|---|---|---|
| Stock compensation expense | $0.02 | $0.02 | $0.07 | $0.07 |
| Restructuring and other costs | 0.01 | — | 0.02 | 0.01 |
| Litigation expense | — | 0.02 | 0.01 | 0.03 |
| Acquisition and integration expense | — | — | — | 0.01 |
| Change in fair value of contingent consideration | — | — | — | — |
| Refinancing charges | — | — | — | 0.02 |
| Total adjusting items | $0.02 | $0.04 | $0.11 | $0.13 |
Note: Adjusting items may not tie 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:
| December 27, 2025 | December 28, 2024 | |||
|---|---|---|---|---|
| Revolving loans | $ | 36,000 | $ | 62,000 |
| Senior term loan, due 2028 | 636,960 | 645,470 | ||
| Finance leases and other obligations | 20,090 | 11,085 | ||
| Gross debt | $ | 693,050 | $ | 718,555 |
| Less cash | 27,276 | 44,510 | ||
| Net debt | $ | 665,774 | $ | 674,045 |
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.
| Fifty-two Weeks Ended December 27, 2025 | Fifty-two Weeks Ended December 28, 2024 | |||
|---|---|---|---|---|
| Net cash provided by operating activities | $ | 105,185 | $ | 183,336 |
| Capital expenditures | (70,100) | (85,219) | ||
| Free cash flow | $ | 35,085 | $ | 98,117 |
Source: Hillman Solutions Corp.
11
hillmanq42025earningscal
Quarterly Earnings Results Presentation Q4 2025 (February 2026)
PresBuilder Placeholder - Delete this box if you see it on a slide, but DO NOT REMOVE this box from the slide layout 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. 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. Forward Looking Statements 2
• Net sales increased 4.5% to $365 million versus Q4 2024 ◦ Hardware and Protective Solutions +6% ◦ Robotics and Digital Solutions ("RDS") decreased (1)% ◦ Canada decreased (2)% • GAAP net income totaled $1.6 million, or $0.01 per diluted share, compared to GAAP net loss of $(1.2) million, or $(0.01) per diluted share in Q4 2024 • Adjusted diluted EPS was $0.10 per diluted share compared to $0.10 in Q4 2024 • Adjusted Gross Margins totaled 47.6% • Adjusted EBITDA improved to $57.5 million from $56.3 million in Q4 2024 • Adjusted EBITDA margins were 15.8% Q4 2025 Financial Review Please see reconciliation of Adjusted EBITDA to Net Income (Loss) and Net Debt in the Appendix of this presentation. Highlights for the 13 Weeks Ended December 27, 2025 3
Full Year 2025 Financial Review 4 Highlights for the 52 Weeks Ended December 27, 2025 • Net sales increased 5.4% to $1,552 million versus 2024 ◦ Hardware and Protective Solutions +8% ◦ Robotics and Digital Solutions ("RDS") +2% ◦ Canada decreased (7)% • GAAP net income improved to $40.3 million, or $0.20 per diluted share, compared to net income of $17.3 million, or $0.09 per diluted share in 2024 • Adjusted diluted EPS was $0.58 per diluted share, compared to $0.49 in 2024 • Adjusted Gross Margins totaled 48.7% • Adjusted EBITDA totaled $275.3 million, versus $241.8 million in 2024 • Adjusted EBITDA margins were 17.7% • Free Cash Flow totaled $35.1 million • Net Debt / Adjusted EBITDA (ttm): 2.4x at December 27, 2025, improved from 2.8x on December 28, 2024 Please see reconciliation of non-GAAP metrics to GAAP results in the Appendix of this presentation.
Full Year 2025 Operational Review 5 Highlights for the 52 Weeks Ended December 27, 2025 • Continued taking great care of customers: ◦ Full Year fill rates averaged in the mid-to-high 90% range • Continue to pursue accretive M&A opportunities that: ◦ Leverage the Hillman moat, and ◦ Expand Hillman's pro, commercial, and industrial businesses • Hillman continued to optimize its "dual faucet" supply chain strategy: ◦ Dual source products in different countries ◦ Diversify the country of origin to have the ability to reduce China exposure • Repurchased approximately 1.4 million shares of its common stock at an average price of $9.07 per share, totaling $12.4 million
$166.7 $173.7 Q4 2024 Q4 2025 Adjusted EBITDA (millions $ and % of Net Sales) Please see reconciliation of non-GAAP metrics to GAAP results in the Appendix of this presentation. Not to scale. Net Sales (millions $) Adjusted Gross Margin (millions $ and % of Net Sales) Quarterly Financial Performance $56.3 $57.5 Q4 2024 Q4 2025 15.8%16.1% $349.6 $365.1 Q4 2024 Q4 2025 47.6%47.7% 6
Adjusted EBITDA (millions $ and % of Net Sales) Net Sales (millions $) Adjusted Gross Margin (millions $ and % of Net Sales) $241.8 $275.3 2024 2025 17.7% 16.4% $707.9 $756.3 2024 2025 $1,472.6 $1,552.2 2024 2025 48.7% 48.1% 7 Please see reconciliation of non-GAAP metrics to GAAP results in the Appendix of this presentation. Not to scale. Full Year Financial Performance
Hardware & Protective Q4 2025 Q4 2024 Δ Thirteen weeks ended 12/27/2025 12/28/2024 Net Sales $280,902 $264,029 6.4% Adjusted EBITDA $40,611 $35,617 14.0% Adjusted EBITDA Margin % 14.5% 13.5% 100 bps Robotics & Digital Q4 2025 Q4 2024 Δ Thirteen weeks ended 12/27/2025 12/28/2024 Net Sales $53,154 $53,732 (1.1)% Adjusted EBITDA $15,213 $18,877 (19.4)% Adjusted EBITDA Margin % 28.6% 35.1% (650) bps Canada Q4 2025 Q4 2024 Δ Thirteen weeks ended 12/27/2025 12/28/2024 Net Sales $31,083 $31,801 (2.3)% Adjusted EBITDA $1,713 $1,775 (3.5)% Adjusted EBITDA Margin % 5.5% 5.6% (10) bps Consolidated Q4 2025 Q4 2024 Δ Thirteen weeks ended 12/27/2025 12/28/2024 Net Sales $365,139 $349,562 4.5% Adjusted EBITDA $57,537 $56,269 2.3% Adjusted EBITDA Margin % 15.8% 16.1% (30) bps Quarterly Performance by Operating Segment Please see reconciliation of non-GAAP metrics to GAAP results in the Appendix of this presentation. Figures in Thousands of USD unless otherwise noted. 8 • 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
Please see reconciliation of non-GAAP metrics to GAAP results in the Appendix of this presentation. Figures in Thousands of USD unless otherwise noted. 9 Hardware & Protective 2025 2024 Δ Year ended 12/28/2024 12/28/2024 Net Sales $1,193,957 $1,107,993 7.8% Adjusted EBITDA $196,250 $155,698 26.0% Adjusted EBITDA Margin % 16.4% 14.1% 230 bps Robotics & Digital 2025 2024 Δ Year ended 12/27/2025 12/28/2024 Net Sales $220,157 $216,701 1.6% Adjusted EBITDA $65,913 $70,275 (6.2)% Adjusted EBITDA Margin % 29.9% 32.4% (250) bps Canada 2025 2024 Δ Year ended 12/27/2025 12/28/2024 Net Sales $138,110 $147,901 (6.6)% Adjusted EBITDA $13,154 $15,780 (16.6)% Adjusted EBITDA Margin % 9.5% 10.7% (120) bps Annual Performance by Operating Segment • 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 Consolidated 2025 2024 Δ Year ended 12/27/2025 12/28/2024 Net Sales $1,552,224 $1,472,595 5.4% Adjusted EBITDA $275,317 $241,753 13.9% Adjusted EBITDA Margin % 17.7% 16.4% 130 bps
Figures in Thousands of USD unless otherwise noted. Quarterly Revenue by Product Category 10 Hardware & Protective Robotics & Digital Canada Revenue (QTD) Thirteen Weeks Ended December 27, 2025 Fastening and Hardware $225,157 $— $27,197 $252,354 Personal Protective 55,745 — 1,165 56,910 Keys and Key Fobs — 41,449 2,713 44,162 Engraving and Resharp — 11,705 8 11,713 Consolidated $280,902 $53,154 $31,083 $365,139 • 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 Hardware & Protective Robotics & Digital Canada Revenue (QTD) Thirteen Weeks Ended December 28, 2024 Fastening and Hardware $202,029 $— $27,859 $229,888 Personal Protective 62,000 — 1,120 63,120 Keys and Key Fobs — 41,360 2,812 44,172 Engraving and Resharp — 12,372 10 12,382 Consolidated $264,029 $53,732 $31,801 $349,562
Figures in Thousands of USD unless otherwise noted. Annual Revenue by Product Category 11 Hardware & Protective Robotics & Digital Canada Revenue (YTD) 52 Weeks Ended December 27, 2025 Fastening and Hardware $928,445 $— $122,916 $1,051,361 Personal Protective 265,512 — 5,425 270,937 Keys and Key Fobs — 179,215 9,739 188,954 Engraving and Resharp — 40,942 30 40,972 Consolidated $1,193,957 $220,157 $138,110 $1,552,224 • 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 Hardware & Protective Robotics & Digital Canada Revenue (YTD) 52 Weeks Ended December 28, 2024 Fastening and Hardware $882,515 $— $133,968 $1,016,483 Personal Protective 225,478 — 4,447 229,925 Keys and Key Fobs — 168,637 9,446 178,083 Engraving and Resharp — 48,064 40 48,104 Consolidated $1,107,993 $216,701 $147,901 $1,472,595
Hillman’s Diversified Supply Chain ◦ Over the past several years, Hillman has lowered its exposure to suppliers based in China ◦ Hillman continues to accelerate its “Dual Faucet” strategy; sourcing from multiple suppliers in multiple countries ◦ Currently, Hillman has the ability to reduce China exposure to 20%; this will continue to decrease throughout 2026 ◦ Hillman remains focused on delivering quality products at the best overall value for its customers, no matter the country of origin China 49% North America 24% Rest of World 27% China 32% North America 34% Rest of World 34% Management estimates 2018 SUPPLIER COUNTRY OF ORIGIN Approximate Spend FY 2025 SUPPLIER COUNTRY OF ORIGIN Approximate Spend FY
Capital Structure Please see reconciliation of non-GAAP metrics to GAAP results in the Appendix of this presentation. Figures in Millions of USD unless otherwise noted, and may not tie due to rounding. 2.8x 2.9x 2.7x 2.5x 2.4x 12 /2 8/ 20 24 3/ 29 /2 02 5 06 /2 8/ 20 25 09 /2 7/ 20 25 12 /2 7/ 20 25 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x 4.0x December 27, 2025 ABL Revolver ($279 million capacity) $36.0 Term Note $637.0 Finance Leases and other obligations $20.1 Total Debt $693.1 Cash $27.3 Net Debt $665.8 TTM Adjusted EBITDA $275.3 Net Debt / TTM Adjusted EBITDA 2.4x Strong balance sheet; will continue to delever, buy stock back, and/or execute M&A Total Net Leverage (Net Debt / TTM Adj. EBITDA) 13
(in millions USD) Full Year 2026 Guidance Range Midpoint Net sales $1.600 to $1.700 billion $1.650 billion Adjusted EBITDA $275 to $285 million $280 million Free Cash Flow $100 to $120 million $110 million 2026 Full Year Guidance On February 17, 2026, Hillman provided the following guidance based on its current view of the market and its performance expectations during fiscal 2026. Please see reconciliation of non-GAAP metrics to GAAP results in the Appendix of this presentation. 14
Key Takeaways Long-term Annual Growth Targets (Organic): Revenue Growth: +6% & Adj. EBITDA Growth: +10% Long-term Annual Growth Targets (incl. Acquisitions): Revenue Growth: +10% & Adj. EBITDA Growth: +15% • 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 • Given the tariff environment, Hillman continues to diversify its supply chain to optimize costs and value; working to mitigate higher costs • Leverage improved to 2.4x (from 2.8x a year ago); focused on investing in growth opportunities and M&A opportunities Resilient Business; Focused on Execution 15 1) FRED Economic Data St. Louis Households; Owners' Equity in Real Estate, Level https://fred.stlouisfed.org/series/OEHRENWBSHNO
Appendix
Who We Are *Management Estimates Adjusted EBITDA is a non-GAAP measure. Please see Appendix for a reconciliation of Adjusted EBITDA to Net Income (Loss) ~18 billion Fasteners Sold ~214 million Pairs of Work Gloves Sold ~105 million Keys Duplicated ~111,000 SKUs Managed ~29,000 Direct Ship Retail Locations ~31,300 Kiosks in Retail Locations #1 Position Across Core Categories* 7.3% 20-Year Sales CAGR 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 Hillman: Overview 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 17
#1 in Segment Representative Top Customers #1 in Segment #1 in Segment Key and Fob Duplication Personalized Tags Knife Sharpening Fasteners & Specialty Gloves Builders Hardware & Metal Shapes Safety / PPE Construction Fasteners Work Gear Picture Hanging Source: Third party industry report. Primary Product Categories Hardware Solutions Robotics & Digital SolutionsProtective Solutions 18
Thirteen weeks ended December 27, 2025 December 28, 2024 Net income (loss) $1,598 $(1,222) Income tax expense 1,712 294 Interest expense, net 13,423 14,925 Depreciation 20,527 18,183 Amortization 15,295 15,417 EBITDA $52,555 $47,597 Stock compensation expense 3,507 3,721 Restructuring and other costs(1) 1,198 (214) Litigation expense (2) — 5,000 Transaction and integration expense (3) 17 250 Change in fair value of contingent consideration 260 (85) Adjusted EBITDA $57,537 $56,269 1. Restructuring and other costs includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities. 2024 includes costs associated with the Cybersecurity Incident that occurred in May 2023. 2. Litigation expense includes an accrual for the tentative settlement of a California wage-hour class action / Private Attorneys General Act (PAGA) claim in 2025 along with a settlement and legal fees paid in association with a dispute with a kiosk development partner in 2024. 3. Transaction and integration expense includes professional fees and other costs related to acquisition activity, including without limitation the Koch Industries, Inc. and Intex DIY, Inc acquisitions. Adjusted EBITDA Reconciliation Q4 19
52 Weeks Ended December 27, 2025 December 28, 2024 Net income $40,305 $17,255 Income tax expense 16,291 9,297 Interest expense, net 56,467 59,241 Depreciation 79,870 68,766 Amortization 61,232 61,274 EBITDA $254,165 $215,833 Stock compensation expense 14,246 13,463 Restructuring and other costs(1) 4,058 2,978 Litigation expense (2) 1,950 5,000 Transaction and integration expense (3) 232 1,243 Change in fair value of contingent consideration (240) 228 Refinancing charges (4) 906 3,008 Adjusted EBITDA $275,317 $241,753 Adjusted EBITDA Reconciliation Full Year 2025 1. Restructuring and other costs includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities. 2024 includes costs associated with the Cybersecurity Incident that occurred in May 2023. 2. Litigation expense includes an accrual for the tentative settlement of a California wage-hour class action / Private Attorneys General Act (PAGA) claim in 2025 along with a settlement and legal fees paid in association with a dispute with a kiosk development partner in 2024. 3. Transaction and integration expense includes professional fees and other costs related to acquisition activity, including without limitation the Koch Industries, Inc. and Intex DIY, Inc. 4. In the first quarters of 2025 and 2024, we entered into a Repricing Amendment (2025 Repricing Amendment and 2024 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028. 20
Thirteen weeks ended December 27, 2025 December 28, 2024 Net Sales $365,139 $349,562 Cost of sales (exclusive of depreciation and amortization) 191,419 182,885 Gross margin (exclusive of depreciation and amortization) $173,720 $166,677 Gross margin % (exclusive of depreciation and amortization) 47.6 % 47.7 % Adjusting Items: Adjusted Gross Profit (exclusive of depreciation and amortization) $173,720 $166,677 Adjusted Gross Margin % (exclusive of depreciation and amortization) 47.6 % 47.7 % Adjusted Gross Profit Margin Reconciliation 52 weeks ended December 27, 2025 December 28, 2024 Net Sales $1,552,224 $1,472,595 Cost of sales (exclusive of depreciation and amortization) 795,875 764,691 Gross margin (exclusive of depreciation and amortization) $756,349 $707,904 Gross margin % (exclusive of depreciation and amortization) 48.7 % 48.1 % Adjusting Items: Adjusted Gross Profit (exclusive of depreciation and amortization) $756,349 $707,904 Adjusted Gross Margin % (exclusive of depreciation and amortization) 48.7 % 48.1 % 1. See adjusted EBITDA Reconciliation for details of adjusting items 21
Thirteen weeks ended December 27, 2025 December 28, 2024 Net sales $365,139 $349,562 Selling, general and administrative expenses $120,899 $118,722 SG&A as a % of Net Sales 33.1 % 34.0 % Adjusting Items (1): Stock compensation expense 3,507 3,721 Restructuring and other 1,198 (214) Litigation expense — 5,000 Transaction and integration expense 17 250 Adjusted SG&A $116,177 $109,965 Adjusted SG&A as a % of Net Sales 31.8 % 31.5 % Adjusted SG&A Expense Reconciliation 1. See adjusted EBITDA Reconciliation for details of adjusting items 52 weeks ended December 27, 2025 December 28, 2024 Net sales $1,552,224 $1,472,595 Selling, general and administrative expenses $502,000 $488,702 SG&A as a % of Net Sales 32.3 % 33.2 % Adjusting Items (1): Stock compensation expense 14,246 13,463 Restructuring and other 4,058 2,978 Litigation expense 1,950 5,000 Transaction and integration expense 232 1,243 Adjusted SG&A $481,514 $466,018 Adjusted SG&A as a % of Net Sales 31.0 % 31.6 % 22
As of December 27, 2025 December 28, 2024 Revolving loans $36,000 $62,000 Senior term loan 636,960 645,470 Finance leases and other obligations 20,090 11,085 Gross debt $693,050 $718,555 Less cash 27,276 44,510 Net debt $665,774 $674,045 Net Debt & Free Cash Flow Reconciliations 52 Weeks Ended December 27, 2025 December 28, 2024 Net cash provided by operating activities $105,185 $183,336 Capital expenditures (70,100) (85,219) Free cash flow $35,085 $98,117 Reconciliation of Net Debt Reconciliation of Free Cash Flow 23
Free Cash Flow Conversion 24 Free Cash Flow Conversion 52 Weeks Ended December 27, 2025 December 28, 2024 Net Income $40,305 $17,255 Remove adjusting items (1) 21,152 25,920 Remove amortization expense 61,232 61,274 Remove tax benefit on adjusting items and amortization expense (2) (6,730) (7,230) Adjusted Net Income $115,959 $97,219 Free cash flow (3) $35,085 $98,117 Divided by: Adjusted Net Income $115,959 $97,219 Free Cash Flow Conversion 30 % 101 % 1. See adjusted EBITDA Reconciliation for details of adjusting items 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%. 3. See free cash flow reconciliation for calculation of free cash flow
Thirteen Weeks Ended December 27, 2025 HPS RDS Canada Operating Income (Loss) $14,476 $2,331 $(74) Depreciation & amortization 22,313 12,291 1,218 Stock compensation expense 3,151 288 68 Restructuring and other costs 654 43 501 Transaction and integration expense 17 — — Change in fair value of contingent consideration — 260 — Adjusted EBITDA $40,611 $15,213 $1,713 Thirteen Weeks Ended December 28, 2024 HPS RDS Canada Operating Income $11,233 $2,544 $220 Depreciation & amortization 21,248 11,159 1,193 Stock Compensation Expense 3,179 315 227 Restructuring and other costs (291) (58) 135 Litigation expense — 5,000 — Transaction and integration expense 248 2 — Change in fair value of contingent consideration — (85) — Adjusted EBITDA $35,617 $18,877 $1,775 1. See adjusted EBITDA Reconciliation for details of adjusting items 25 Segment Adjusted EBITDA Reconciliations
52 Weeks ended December 27, 2025 HPS RDS Canada Operating Income $90,553 $17,322 $6,094 Depreciation & amortization 88,829 47,390 4,883 Stock Compensation Expense 12,080 1,144 1,022 Restructuring 2,783 120 1,155 Litigation expense 1,780 170 — Transaction and integration expense 225 7 — Change in fair value of contingent consideration — (240) — Adjusted EBITDA $196,250 $65,913 $13,154 52 Weeks ended December 28, 2024 HPS RDS Canada Operating Income $60,138 $20,549 $8,114 Depreciation & amortization 82,446 42,661 4,933 Stock Compensation Expense 11,562 1,117 784 Restructuring 340 689 1,949 Legal settlements — 5,000 — Transaction and integration expense 1,212 31 — Change in fair value of contingent consideration — 228 — Adjusted EBITDA $155,698 $70,275 $15,780 Segment Adjusted EBITDA Reconciliations 1. See adjusted EBITDA Reconciliation for details of adjusting items 26