0000046250FALSE00000462502026-01-282026-01-28

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) January 28, 2026
  
Hawkins, Inc.
(Exact name of registrant as specified in its charter)
 
Minnesota 0-7647 41-0771293
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
2381 Rosegate,Roseville,Minnesota55113
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code (612) 331-6910
  
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 Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
HWKN
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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b 2).

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 January 28, 2026, Hawkins, Inc. issued a press release announcing financial results for its fiscal 2026 third quarter ended December 28, 2025. A copy of the press release issued by the Registrant is furnished herewith as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.  Description  Method of Filing
  
Press Release, dated January 28, 2026, announcing financial results of Hawkins, Inc. for its fiscal 2026 third quarter ended December 28, 2025.
  Filed Electronically
104 Cover Page Interactive Data File (embedded within the inline XBRL document)Filed Electronically




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.
 
 HAWKINS, INC.
Date: January 28, 2026
 By: /s/ Jeffrey P. Oldenkamp
  Jeffrey P. Oldenkamp
  Executive Vice President and Chief Financial Officer



Exhibit 99.1
Hawkins, Inc. Reports
Third Quarter Fiscal 2026 Results

Roseville, Minn., January 28, 2026 – Hawkins, Inc. (Nasdaq: HWKN) today announced results for the three and nine months ended December 28, 2025, its third quarter of fiscal 2026.
Third Quarter Fiscal Year 2026 Highlights:
Record third quarter results for revenue, gross profit, operating income, and adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“adjusted EBITDA”), a non-GAAP measure.
Revenue growth of 8% over the same period of the prior year, including Water Treatment segment growth of 21% and Industrial Solutions segment growth of 10%.
Gross profit increased 5% over the same period of the prior year.
Diluted earnings per share ("EPS") of $0.69 decreased by $0.03, or 4% due primarily to an approximately $5 million increase in amortization and interest expense related to the six acquisitions completed in the first nine months of fiscal 2026, including WaterSurplus, the largest of the acquisitions previously announced, which was closed in the first quarter of fiscal 2026. Assuming the acquisition of WaterSurplus had occurred at the beginning of the prior fiscal year, pro forma EPS for the third quarter of fiscal 2026 would have been approximately 10% higher than the comparable prior year period.
Adjusted EBITDA of $34.8 million, a 3% increase over the same period of the prior year and trailing 12-month Adjusted EBITDA of $179 million.
Operating cashflow of $35 million in the quarter, a portion of which was used to pay down $15 million of debt, and lowering our leverage ratio below 1.5x Adjusted EBITDA at the end of the quarter.
As previously reported in December, we closed on our sixth acquisition of fiscal 2026, with the purchase of Redbird Chemical, a distributor of chemicals in eastern Texas within both water treatment and industrial markets.
Executive Commentary – Patrick H. Hawkins, Chief Executive Officer and President:
“Our third quarter performance was highlighted by another quarter of record results in revenue, gross profit, operating income and Adjusted EBITDA. The key drivers were our ongoing acquisition activity within the Water Treatment segment and the continued improvement in our Industrial Solutions segment. From a bottom-line perspective, proforma EPS grew 10% in the quarter over the prior year and Adjusted EBITDA continued to grow," said Patrick Hawkins, Chief Executive Officer and President. "Once again, our performance generated significant cash that we used to pay down debt, fund investments in the business, and close acquisitions as part of our growth strategy for our largest segment, Water Treatment.”
Mr. Hawkins, continued, “As previously communicated, we are experiencing a continued impact on operating income and earnings per share from the first-quarter acquisition of WaterSurplus, due to $4 to $5 million per quarter of expense related to the acquisition associated with amortization, earn-out accretion and interest expense with one quarter of this impact remaining before we lap it. We expect this acquisition to be accretive in fiscal 2027 with our continued growth of the business. We continue to be pleased with the integration of WaterSurplus to date, including growing the revenue base between 15 to 20% as expected in calendar year 2025. Overall, we have been making investments in the business to ensure that it continues to deliver revenue growth of 15% or more and Adjusted EBITDA margins of 20% or better.”
“Looking to the fourth quarter, we will continue to see pricing pressures within food end markets and are focused on returning our Food and Health Sciences segment to growth. We also believe we will start to return to historical organic revenue growth rates in fiscal 2027 and will continue to deliver on our strategy of investing in our higher margin businesses, acquiring companies that are accretive, and servicing the needs of our customers to the highest level possible.”




Change in Reporting Segments
As commenced in the first quarter of fiscal 2026, we aligned our reporting segments to better reflect how we manage our operations and allocate resources. We now report on the following segments: Water Treatment, Food and Health Sciences, and Industrial Solutions. There is no change in how Water Treatment is managed. Food and Health Sciences includes our Nutrition, Food, Agriculture, and Pharmaceutical businesses. Food, Agriculture, and Pharmaceutical businesses had previously been included within the Industrial reporting segment. The "Reports and Investor Information" section of our investor relations page on our website contains recast historical segment information for the past five years.

Third Quarter Financial Highlights:
NET INCOME
For the third quarter of fiscal 2026, we reported net income of $14.3 million, or $0.69 per diluted share, compared to net income for the third quarter of fiscal 2025 of $15.0 million, or $0.72 per diluted share.
REVENUE
Sales were $244.1 million for the third quarter of fiscal 2026, an increase of $17.9 million, or 8%, from sales of $226.2 million in the same period a year ago. Our Water Treatment and Industrial Solutions segments both grew by more than 10%, while our Food & Health Sciences segment decreased 10%.
Water Treatment segment sales increased $20.7 million, or 21%, to $120.5 million for the current quarter, from $99.8 million in the same period a year ago. Water Treatment sales increased as a result of $19 million of added sales from acquired businesses as well as improved pricing on certain of our products in our legacy businesses.
Food & Health Sciences segment sales decreased $7.7 million, or 10%, to $70.0 million for the current quarter, from $77.7 million in the same period a year ago. Food & Health Sciences segment sales dollars decreased as result of decreased sales volumes of our food, health & nutrition, and agricultural products.
Industrial Solutions segment sales increased $4.9 million, or 10%, to $53.6 million for the current quarter, from $48.7 million in the same period a year ago. Industrial Solutions segment sales increased primarily as a result of increased sales of certain of our manufactured, blended and repackaged products.
GROSS PROFIT
Gross profit increased $2.4 million, or 5%, to $50.8 million, or 21% of sales, for the current quarter, from $48.4 million, or 21% of sales, in the same period a year ago. During the current quarter, the LIFO reserve decreased, and gross profit increased, by $0.2 million. In the same period a year ago, the LIFO reserve decreased, and gross profit increased, by $0.8 million.
Gross profit for the Water Treatment segment increased $3.7 million, or 14%, to $29.6 million, or 25% of sales, for the current quarter, from $25.9 million, or 26% of sales, in the same period a year ago. Water Treatment segment Gross profit increased primarily as a result of increased sales from our acquired businesses as well as increased sales in our legacy business.
Gross profit for the Food & Health Sciences segment decreased $2.5 million, or 15%, to $13.8 million, or 20% of sales, for the current quarter, from $16.3 million, or 21% of sales, in the same period a year ago. Food & Health Sciences gross profit decreased primarily as a result of the decrease in sales.
Gross profit for our Industrial Solutions segment increased $1.1 million, or 18%, to $7.4 million, or 14% of sales, for the current quarter, from $6.3 million, or 13% of sales, in the same period a year ago. Industrial Solutions segment gross profit increased as a result of the increase in sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (“SG&A”) expenses increased $0.9 million, or 3%, to $28.3 million, or 12% of sales, for the current quarter, from $27.4 million, or 12% of sales, in the same period a year ago. This included $5.4 million due to added costs from the acquired businesses in our Water Treatment segment, largely offset by a year-over-year reduction of $4.6 million due to a fair value adjustment recorded to the Water Solutions earnout liability as a result of a change in projected estimates related to the earnout target. The primary components of the $5.4 million of added costs related to the acquired businesses were personnel and operating costs, $2.3 million of intangible amortization and $0.5 million of fair value accretion on the WaterSurplus earnout liability.
ADJUSTED EBITDA
Adjusted EBITDA, a non-GAAP financial measure, is an important performance indicator and a key compliance measure under the terms of our credit agreement. An explanation of the computation of adjusted EBITDA is presented below. Adjusted EBITDA for the three months ended December 28, 2025 was $34.8 million, an increase of $0.9 million, or 3%, from $34.0 million in the same period a year ago.




INCOME TAXES
Our effective income tax rate was 27% for the current quarter and 26% for the same period a year ago. The effective tax rate in the third quarter of the prior year was impacted by favorable tax provision adjustments recorded. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes. Our effective tax rate for the full year is expected to be approximately 26% to 27%.
BALANCE SHEET
As of December 28, 2025, our working capital was $7 million higher than the end of fiscal 2025 due primarily to decreased accounts payable, partially offset by decreased trade receivables. During the quarter, we repaid $15 million on our line of credit. Our total debt outstanding at the end of the third quarter was $264.0 million and our leverage ratio was 1.47x our trailing 12-month adjusted EBITDA, as compared to 0.86x of trailing twelve-month adjusted EBITDA at the end of fiscal 2025.
About Hawkins, Inc.
Hawkins, Inc. was founded in 1938 and is a leading water treatment and specialty ingredients company that formulates, manufactures, distributes, and blends products for its Water Treatment, Food & Health Sciences, and Industrial Solutions customers. Headquartered in Roseville, Minnesota, the Company has 65 facilities in 28 states and creates value for its customers through superb customer service and support, quality products and personalized applications. Hawkins, Inc. generated $974 million of revenue in fiscal 2025 and has approximately 1,100 employees. For more information, including registering to receive email alerts, please visit www.hawkinsinc.com/investors.
Reconciliation of Non-GAAP Financial Measures
We report our consolidated financial results in accordance with U.S. generally accepted accounting principles (GAAP). To assist investors in understanding our financial performance between periods, we have provided certain financial measures not computed according to GAAP, including adjusted EBITDA. This non-GAAP financial measure is not meant to be considered in isolation or as a substitute for comparable GAAP measures. The method we use to produce non-GAAP results is not computed according to GAAP and may differ from the methods used by other companies.
Management uses this non-GAAP financial measure internally to understand, manage and evaluate our business and to make operating decisions. Management believes that this non-GAAP financial measure reflects an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provides a more complete understanding of the factors and trends affecting our financial condition and results of operations.
We define adjusted EBITDA as GAAP net income adjusted for the impact of the following: net interest expense resulting from our net borrowing position; income tax expense; non-cash expenses including amortization of intangibles, depreciation, charges for the employee stock purchase plan and restricted stock grants, and earnout related expenses; and non-recurring items of income or expense, if applicable. The non-cash earnout related expense adjustment is a new adjustment which was made to properly adjust for this non-cash expense and better reflect results from operations.

Adjusted EBITDAThree months endedNine months endedTrailing 12-months ended
(In thousands)December 28,
2025
December 29,
2024
December 28,
2025
December 29,
2024
December 28,
2025
Net Income (GAAP)$14,312 $15,021 $66,085 $68,018 $82,412 
Interest expense, net3,434 1,216 10,535 3,906 12,061 
Income tax expense5,269 5,262 23,331 23,943 29,426 
Amortization of intangibles5,450 3,213 15,798 9,211 19,351 
Depreciation expense7,960 6,899 23,165 20,157 30,192 
Non-cash compensation expense1,851 1,723 6,438 5,022 7,914 
Non-recurring acquisition expenses 281 298 1,221 580 1,870 
Non-cash earnout related expense(3,719)342 (4,767)1,032 (4,425)
Adjusted EBITDA$34,838 $33,974 $141,806 $131,869 $178,801 





 
HAWKINS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except share and per-share data)
Three months endedNine months ended
December 28,
2025
December 29,
2024
December 28,
2025
December 29,
2024
Sales$244,080 $226,205 $817,786 $729,113 
Cost of sales(193,267)(177,781)(626,968)(555,812)
Gross profit50,813 48,424 190,818 173,301 
Selling, general and administrative expenses(28,257)(27,361)(92,989)(78,702)
Operating income22,556 21,063 97,829 94,599 
Interest expense, net(3,434)(1,216)(10,535)(3,906)
Other income459 436 2,122 1,268 
Income before income taxes19,581 20,283 89,416 91,961 
Income tax expense(5,269)(5,262)(23,331)(23,943)
Net income$14,312 $15,021 $66,085 $68,018 
Weighted average number of shares outstanding - basic20,740,284 20,766,764 20,731,837 20,780,213 
Weighted average number of shares outstanding - diluted20,843,980 20,875,387 20,850,721 20,902,456 
Basic earnings per share$0.69 $0.72 $3.19 $3.27 
Diluted earnings per share$0.69 $0.72 $3.17 $3.25 
Cash dividends declared per common share$0.19 $0.18 $0.56 $0.52 
 






HAWKINS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share data)
December 28,
2025
March 30,
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$8,209 $5,103 
Trade accounts receivables, net123,742 131,795 
Inventories85,933 83,512 
Income taxes receivable— 2,864 
Prepaid expenses and other current assets10,319 7,417 
Total current assets228,203 230,691 
PROPERTY, PLANT, AND EQUIPMENT:468,594 420,953 
Less accumulated depreciation215,610 195,667 
Net property, plant, and equipment252,984 225,286 
OTHER ASSETS:
Right-of-use assets17,598 13,449 
Goodwill223,035 135,409 
Intangible assets, net of accumulated amortization238,381 150,121 
Deferred compensation plan asset14,250 11,185 
Other2,075 3,726 
Total other assets495,339 313,890 
Total assets$976,526 $769,867 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable — trade$46,384 $61,195 
Accrued payroll and employee benefits20,814 19,659 
Income tax payable1,986 — 
Current portion of long-term debt9,812 9,913 
Environmental remediation7,700 7,700 
Other current liabilities10,459 8,668 
Total current liabilities97,155 107,135 
LONG-TERM LIABILITIES:
Long-term debt, less current portion253,375 138,906 
Long-term lease liability15,100 10,920 
Pension withdrawal liability2,862 3,155 
Deferred income taxes22,061 22,356 
Deferred compensation liability15,829 13,132 
Earnout liabilities50,837 12,604 
Other long-term liabilities401 1,367 
Total long-term liabilities360,465 202,440 
Total liabilities457,620 309,575 
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Common stock; authorized: 60,000,000 shares of $0.01 par value; 20,740,284 and 20,684,621 shares issued and outstanding as of December 28, 2025 and March 30, 2025, respectively
207 207 
Additional paid-in capital29,112 24,094 
Retained earnings488,652 434,259 
Accumulated other comprehensive income935 1,732 
Total shareholders’ equity518,906 460,292 
Total liabilities and shareholders’ equity$976,526 $769,867 




HAWKINS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
 
 Nine months ended
 December 28,
2025
December 29,
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$66,085 $68,018 
Reconciliation to cash flows:
Depreciation and amortization38,963 29,368 
Change in fair value of earnout liabilities(4,767)1,027 
Operating leases2,921 2,557 
Gain on deferred compensation assets(2,122)(1,268)
Stock compensation expense6,438 5,022 
Other(35)(4)
Changes in operating accounts providing (using) cash:
Trade receivables12,811 6,157 
Inventories2,319 (5,682)
Accounts payable(17,576)(16,026)
Accrued liabilities790 (1,698)
Lease liabilities(2,780)(2,565)
Income taxes4,850 (2,636)
Other(1,305)(2,018)
Net cash provided by operating activities106,592 80,252 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment(38,663)(30,008)
Acquisitions(167,108)(43,400)
Other 1,160 586 
Net cash used in investing activities(204,611)(72,822)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends declared and paid(11,692)(10,885)
New shares issued1,609 1,297 
Payroll taxes paid in exchange for shares withheld(3,028)(2,541)
Shares repurchased— (9,149)
Payments on revolving loan(55,000)(50,000)
Payments for debt issuance costs(764)— 
Proceeds from revolving loan borrowings170,000 65,000 
Net cash provided by (used in) financing activities101,125 (6,278)
NET INCREASE IN CASH AND CASH EQUIVALENTS3,106 1,152 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD5,103 7,153 
CASH AND CASH EQUIVALENTS, END OF PERIOD$8,209 $8,305 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for income taxes$18,481 $26,566 
Cash paid for interest$10,665 $4,208 
Noncash investing activities - capital expenditures in accounts payable$827 $1,152 




HAWKINS, INC.
REPORTABLE SEGMENTS (UNAUDITED)
(In thousands)

Water
Treatment
Food & Health SciencesIndustrial SolutionsTotal
Three months ended December 28, 2025:
Sales$120,487 $70,004 $53,589 $244,080 
Cost of sales - materials(73,957)(50,710)(42,529)(167,196)
Cost of sales - operational overhead(16,976)(5,447)(3,648)(26,071)
Gross profit29,554 13,847 7,412 50,813 
Selling, general, and administrative expenses(16,715)(8,166)(3,376)(28,257)
Operating income12,839 5,681 4,036 22,556 
Three months ended December 29, 2024:
Sales$99,752 $77,730 $48,723 $226,205 
Cost of sales - materials(58,546)(55,944)(38,075)(152,565)
Cost of sales - operational overhead(15,350)(5,497)(4,369)(25,216)
Gross profit25,856 16,289 6,279 48,424 
Selling, general, and administrative expenses(16,058)(7,761)(3,542)(27,361)
Operating income 9,798 8,528 2,737 21,063 
Nine months ended December 28, 2025:
Sales$420,961 $232,095 $164,730 $817,786 
Cost of sales - materials(251,930)(169,677)(130,508)(552,115)
Cost of sales - operational overhead(52,469)(13,742)(8,642)(74,853)
Gross profit116,562 48,676 25,580 190,818 
Selling, general, and administrative expenses(57,871)(24,631)(10,487)(92,989)
Operating income58,691 24,045 15,093 97,829 
Nine months ended December 29, 2024:
Sales$341,456 $234,225 $153,432 $729,113 
Cost of sales - materials(195,807)(168,545)(120,321)(484,673)
Cost of sales - operational overhead(48,657)(13,423)(9,059)(71,139)
Gross profit96,992 52,257 24,052 173,301 
Selling, general, and administrative expenses(45,962)(22,582)(10,158)(78,702)
Operating income51,030 29,675 13,894 94,599 



Forward-Looking Statements. Various remarks in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include those relating to consumer demand for products containing our ingredients and the impacts of those demands, expectations for results in our business segments and the timing of our filings with the Securities and Exchange Commission. These statements are not historical facts, but rather are based on our current expectations, estimates and projections, and our beliefs and assumptions. Forward-looking statements may be identified by terms, including “anticipate,” “believe,” “can,” “could,” “expect,” “intend,” “may,” “predict,” “should,” or “will” or the negative of these terms or other comparable terms. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Actual results may vary materially from those contained in forward looking statements based on a number of factors, including, but not limited to, changes in competition and price pressures, changes in demand and customer requirements or processes for our products, availability of product and disruptions to supplies, interruptions in production resulting from hazards, transportation limitations or other extraordinary events outside our control that may negatively impact our business or the supply chains in which we participate, changes in imported products and tariff levels, the availability of products and the prices at which they are available, the acceptance of new products by our customers and the timing of any such acceptance, and changes in product supplies. Additional information concerning potential factors that could affect future financial results is included in our Annual Report on Form 10-K for the fiscal year ended March 30, 2025, as updated from time to time in amendments and subsequent reports filed with the SEC. Investors should take such risks into account when making investment decisions. Shareholders and other readers are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date hereof. We do not undertake any obligation to update any forward-looking statements.

Contacts:    Jeffrey P. Oldenkamp
Executive Vice President and Chief Financial Officer
612/331-6910
ir@HawkinsInc.com