8-K current report · filed Aug 4, 2026

Hillman Solutions Corp. (HLMN) 8-K Current Report: August 4, 2026

Item 1.01Item 2.02Item 7.01Item EX-99.1HLMN overview

Short answer

Hillman Solutions Corp. (HLMN) filed an 8-K current report with the SEC on August 4, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.02 (Results of Operations and Financial Condition), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). $315M acquisition of Kanebridge, subject to cash, debt, working-capital and expense adjustments.

Hillman Solutions Corp. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • $315M acquisition of Kanebridge, subject to cash, debt, working-capital and expense adjustments
  • Funding mix: cash on hand, revolver draw and committed $200M senior secured term loan
  • New term loan expected to match existing debt terms and mature July 22, 2033
  • Closing targeted around early Q4 2026, pending antitrust clearance and customary conditions
  • Agreement may terminate if uncompleted by October 29, 2026, creating execution and financing risk

Item 2.02 · Results of Operations and Financial Condition

  • Earnings release covers 13 and 26 weeks ended June 27, 2026
  • Selected summary financial results furnished in Exhibit 99.1
  • Investors should review Exhibit 99.1 for reported figures and management commentary

Item 7.01 · Regulation FD Disclosure

  • Disclosure centers on the proposed Kanebridge transaction and related future-performance expectations
  • Closing remains uncertain, subject to regulatory approvals, other conditions, timing, and potential termination
  • Integration execution and realization of anticipated synergies represent key post-close risks
  • Broader risks include inflation, tariffs, supply-chain costs, competition, seasonality, customer concentration, and currency changes

Item EX-99.1 · Exhibit EX-99.1

  • Q2 net sales rose 9.8% to $442.3M, while net income increased to $21.1M from $15.8M
  • Adjusted EBITDA grew to $77.1M, but adjusted diluted EPS held at $0.17
  • Kanebridge acquisition agreed at $315M, with closing expected around the start of Q4 2026
  • FY 2026 outlook raised to approximately $285M Adjusted EBITDA and $1.670B–$1.720B net sales
  • Stronger cash generation supported $70.2M Q2 free cash flow and $13.3M of share repurchases

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