hlmn-20240326




Delaware	001-39609	85-2096734
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:


☐			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))

Title of each class

Trading Symbol

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).

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. ☐

On March 26, 2024, Hillman Solutions Corp.’s (the “Company”) wholly‑owned subsidiaries, The Hillman Companies, Inc., (“Holdings”) and The Hillman Group, Inc. (the “Borrower”), entered into Amendment No. 2 to the existing term loan credit agreement (the “Second Term Loan Amendment”) with Jefferies Finance LLC, as administrative agent, to make certain changes to reduce the Applicable Rate of the term loan by 25 bps and eliminate the Term SOFR Adjustment (each as defined in the Existing Term Loan Credit Agreement).

The Second Term Loan Amendment amends the Term Loan Credit Agreement, dated as of July 14, 2021, as amended by that certain Amendment No. 1 dated as of June 30, 2023 (the “Existing Term Loan Credit Agreement”), by and among the Borrower, Holdings, the financial institutions party thereto as Lenders, and Jefferies Finance LLC, as administrative agent.

The foregoing descriptions of the Second Term Loan Amendment and the Existing Term Loan Credit Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Second Term Loan Amendment and the Existing Term Loan Credit Agreement. A copy of the Second Term Loan Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The press release announcing the Second Term Loan Amendment is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “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 incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.


Date: March 26, 2024	Hillman Solutions Corp.

	By:	/s/ Robert O. Kraft
	Name:	Robert O. Kraft
	Title:	Chief Financial Officer


Item 1.01			Entry into a Material Definitive Agreement.


Item 9.01			Financial Statements and Exhibits.