Utz Brands, Inc 8-K, filed Feb 12, 2026
Utz Brands, Inc. (UTZ)
8-K
2026-02-12
For: 2026-02-10
View Original
Added on
April 12, 2026
About this 8-K
Utz Brands, Inc filed this 8-K on February 12, 2026, reporting on events of February 10, 2026.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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 10, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (717 ) 637-6644
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | UTZ | New York Stock Exchange | ||||||||||||
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 12, 2026, Utz Brands, Inc. (the “Company”) announced via press release the Company’s financial results for the fourth quarter and fiscal year ended December 28, 2025. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
The Company will hold a conference call and webcast on February 12, 2026 (see information in the press release under “News” of the Company’s website https://investors.utzsnacks.com). A copy of the slide materials to be discussed during the conference call and webcast is being furnished pursuant to Regulation FD as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01. A copy of the slide materials has also been posted to the Company’s website at https://investors.utzsnacks.com. The information and exhibit contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On February 10, 2026, the Board of Directors of the Company approved a new share repurchase program for up to $50 million of the Company’s Class A common stock. The repurchase program does not obligate the Company to repurchase any particular amount of shares and may be modified, suspended, or discontinued at any time. Purchases may be made in open-market transactions, privately negotiated transactions, accelerated share repurchase programs, or by any other lawful means in accordance with the regulations of the U.S. Securities and Exchange Commission. The timing of purchases and the number of shares repurchased under the stock repurchase program will depend on a variety of factors including price, trading volume, market conditions, and corporate and regulatory requirements. The company expects to fund the program from existing cash and future cash generation.
A copy of the press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
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.
Utz Brands, Inc.
Dated: February 12, 2026
By: /s/ William J. Kelley Jr.
Name: William J. Kelley Jr.
Title: Executive Vice President,
Chief Financial Officer
Utz Brands Reports Fourth Quarter and Full Year 2025 Results
Hanover, PA – February 12, 2026 – Utz Brands, Inc. (NYSE: UTZ) (“Utz” or the “Company”), a leading U.S. manufacturer of branded Salty Snacks and a small-cap value Staples equity, today reported financial results for the Company’s fiscal fourth quarter and full year ended December 28, 2025.
4Q’25 Summary(1)
•Net Sales increased 0.4% to $342.2 million
•Organic Net Sales increased 0.4%; Branded Salty Snacks Organic Net Sales increased 2.5%
•Gross Profit Margin increase of 50bps
•Adjusted Gross Profit Margin increase of 560bps
•Net Income decreased to $(3.3) million
•Adjusted Net Income increased 16.0% to $37.6 million
•EBITDA decreased 38.4% to $25.0 million
•Adjusted EBITDA increased 17.5% to $62.4 million
•Diluted Earnings Per Share decreased to $(0.03)
•Adjusted Earnings Per Share increased 18.2% to $0.26
FY’25 Summary(2)
•Net Sales increased 2.1% to $1,438.8 million
•Organic Net Sales increased 2.4%; Branded Salty Snacks Organic Net Sales increased 4.7%
•Gross Profit Margin decline of 130bps
•Adjusted Gross Profit Margin expansion of 260bps
•Net Income decreased to $(7.7) million
•Adjusted Net Income increased 6.2% to $117.1 million
•EBITDA decreased (33.0)% to $122.7 million
•Adjusted EBITDA increased 8.1% to $216.5 million
•Diluted Earnings Per Share decreased to $0.01
•Adjusted Earnings Per Share increased 6.5% to $0.82
FY’26 Outlook Highlights(3)
•Organic Net Sales Growth in the range of 2% to 3%, assuming a flat Salty Snacks Category at the midpoint of range
•5% to 8% Adjusted EBITDA Growth, including 53rd week
•Adjusted Free Cash Flow in range of $60 to $80 million(4)
(1) All comparisons for the fourth quarter of 2025 are compared to the fourth quarter ended December 29, 2024.
(2) All comparisons for the full fiscal year 2025 are compared to the full fiscal year ended December 29, 2024.
(3) See “Fiscal Year 2026 Outlook” below for certain assumptions and disclaimers regarding our Fiscal Year 2026 Outlook.
(4) Adjusted Free Cash Flow is defined as Cash Flows From Operating Activities less Capital Expenditures Plus Net Sales of Property and Equipment from Cash Flows from Investing Activities
“2025 was a year of solid progress in a dynamic operating environment. Branded Salty Organic Net Sales increased nearly 5%(1), driven by the Power Four Brands and Expansion Geographies. We also expanded Adjusted Gross Margin by more than 250bps for the full year, with an especially strong performance of 560bps in the fourth quarter.” said Howard Friedman, Chief Executive Officer of Utz.
Mr. Friedman continued, “Looking ahead to 2026, we expect that our business drivers will continue to be highly effective with continued strong productivity, Organic Net Sales growth above the category led by our Branded Salty segment, and targeted investments in marketing and capabilities.”
“Our initiatives to improve free cash flow and balance sheet leverage are starting to deliver, with leverage improving to 3.4x at year-end,” said BK Kelley, EVP and Chief Financial Officer of Utz. “We are introducing Adjusted Free Cash Flow guidance, and believe this demonstrates our commitment to substantially improving this metric and continuing to reduce leverage.”
Fourth Quarter 2025 Results
Fourth quarter Net Sales increased 0.4% to $342.2 million compared to $341.0 million in the prior year period. Organic Net Sales also increased 0.4% year-over-year, driven by higher net price realization of 0.5%. This was partially offset by a unfavorable volume/mix contribution of (0.1)%. Branded Salty Snacks Organic Net Sales(3) (representing 89% of total Organic Net Sales) increased 2.5% led by our Power Four Brands, offset by a 14.8% decline in Non-Branded & Non-Salty Snacks Organic Net Sales(3), primarily due to a decline in Partner Brands and Dips & Salsas.
For the 13-week period ended December 28, 2025, the Company’s Branded Salty Snacks Retail Sales increased 3.5% versus the prior year period, outperforming the 1.1% increase for the Salty Snack category overall(3). The Company’s Retail Volumes increased by 0.5% compared to a 0.3% increase for the Salty Snack category, and the Company drove Retail Sales share gains in its Expansion Geographies, while the Power Four Brands gained share in Core Geographies(2)(3). The Company’s Power Four Brands of Utz®, On The Border®, Zapp’s® and Boulder Canyon® Retail Sales increased by 5.3%.
Gross Profit Margin of 26.0% increased 50bps compared to 25.5% in the prior year period. Adjusted Gross Profit Margin of 36.5% increased 560bps compared to 30.9% in the prior year period. The increase in Adjusted Gross Profit Margin was driven by productivity savings, which more than offset increased investments to support capacity expansion and supply chain cost inflation.
Selling, General and Administrative Expenses (“SG&A Expenses”) were $94.9 million, or 27.7% of Net Sales, compared to $79.4 million, or 23.3% of Net Sales, in the prior year period. Adjusted SG&A Expenses were $62.4 million, or 18.2% of Net Sales, compared to $52.5 million, or 15.4% of Net Sales, in the prior year period. The increase in both SG&A Expenses and Adjusted SG&A Expenses as a percentage of Net Sales were primarily due to adding capabilities and selling costs to support the Company’s geographic expansion and growth initiatives.
The Company reported Net (Loss) Income of $(3.3) million compared to Net Income of $2.1 million in the prior year period. Adjusted Net Income in the quarter increased 16.0% to $37.6 million compared to $32.4 million in the prior year period. Adjusted Earnings Per Share increased 18.2% to $0.26 compared to $0.22 in the prior year period. The Adjusted Earnings Per Share increase in the fourth quarter was the result of higher Adjusted Net Income, driven by an increase in Adjusted EBITDA and a lower tax rate, partially offset by an increase in depreciation and amortization and interest expense.
The Company reported EBITDA of $25.0 million compared to EBITDA of $40.6 million in the prior year period. Adjusted EBITDA increased 17.5% to $62.4 million, or 18.2% as a percentage of Net Sales, compared to $53.1 million, or 15.6% as a percentage of Net Sales, in the prior year period. The increase in Adjusted EBITDA was driven by Adjusted Gross Profit Margin expansion, which more than offset the increase in Adjusted SG&A expenses.
(1) Versus prior year period.
(2) Industry-wide data described in this section was measured by Circana MULO+ w/convenience.
(3) Capitalized but undefined terms in this section are defined in “Other Defined Terms” further below.
Balance Sheet and Cash Flow Highlights
•As of December 28, 2025
◦Total liquidity of $240.1 million, consisting of cash on hand of $120.4 million and $119.7 million available under the Company’s revolving credit facility.
◦Net debt of $741.8 million resulting in a Net Leverage Ratio of 3.4x based on trailing twelve months Adjusted EBITDA of $216.5 million.
•For the 52 weeks ended December 28, 2025
◦Cash flow provided by operations was $112.2 million.
◦Capital expenditures were $102.8 million. Dividends and distributions paid were $37.7 million.
Share Repurchase Program
On Feb 10, 2026, Utz Brand's Board of Directors approved the Company’s first share repurchase program for up to $50 million of the Company’s Class A common stock. “This inaugural share repurchase program provides us with another method to distribute capital to our shareholders longer term, while prioritizing both the investments needed to support our growth and reducing leverage in the near-term,” continued Howard Friedman. “This balanced capital allocation strategy affirms our prioritized commitment to improve our balance sheet and then returning capital to shareholders through dividends and share repurchases over time.”
Fiscal Year 2026 Outlook
The Company will benefit from a 53rd week in the fourth quarter of 2026. Guidance has indicated the impact of the 53rd week, where appropriate. For the fiscal year 2026, the Company expects:
•Organic Net Sales growth of 2% to 3%, assuming a flat Salty Snacks category at midpoint, led by continued Branded Salty Snacks growth, particularly the Power Four Brands. This metric excludes the 53rd week
◦We expect that the 53rd week will benefit Reported Net Sales by approximately $20 million in the fourth quarter of 2026
•Productivity savings of approximately 4% of Adjusted COGS
•Adjusted EBITDA growth of 5% to 8% and Adjusted EBITDA margin expansion, led by Adjusted Gross Margin expansion fueled by strong productivity cost savings and improved product mix. This metric includes the 53rd week
◦We expect that the 53rd week will benefit Adjusted EBITDA by approximately $3 million in the fourth quarter of 2026
•Adjusted EPS decline in range of 3% to 6%, driven primarily by higher depreciation and amortization of approximately $13 million, higher interest expense, and a higher tax rate, the impact of these three items equating to approximately 12 cents
◦We expect that the 53rd week will benefit Adjusted EPS by 2 cents in the fourth quarter of 2026
•Adjusted Free Cash Flow in the range of $60 and $80 million
◦Adjusted Free Cash Flow is defined as Cash Flows From Operating Activities less Capital Expenditures Plus Net Sales of Property and Equipment
The Company also expects:
•An effective tax rate (normalized GAAP basis tax expense, which excludes one-time items) of between 17-19%;
•Interest expense in the range of $47 to $49 million;
•Depreciation and amortization in the range of $93 to $97 million
•Capital expenditures in the range of $60 to $65 million with the majority focused on delivering accelerated productivity savings and supporting targeted growth initiatives; and
•Net Leverage Ratio between 3.0x - 3.2x at fiscal year-end 2026
Quantitative reconciliations are not available for the forward-looking non-GAAP financial measures used herein without unreasonable efforts due to the high variability, complexity, and low visibility with respect to certain items which are excluded from Organic Net Sales, Adjusted EBITDA, Net Leverage Ratio, normalized GAAP basis tax expense, excluding one-time items, and Adjusted Earnings Per Share, respectively. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future financial results.
Conference Call and Webcast Presentation
The Company has also posted a pre-recorded management discussion of its fourth quarter and full year 2025 results to its website at https://investors.utzsnacks.com. In addition, the Company will host a live question and answer session with analysts at 8:30 a.m. Eastern Time today. Please visit the “Events & Presentations” section of Utz’s Investor Relations website at https://investors.utzsnacks.com to access the live listen-only webcast. Participants can also dial in over the phone by calling 1-888-596-4144. The Event Plus passcode is 3860587. The Company has also posted presentation slides and additional supplemental financial information, which are available now on Utz’s Investor Relations website.
About Utz Brands, Inc.
Utz Brands, Inc. (NYSE: UTZ) manufactures a diverse portfolio of savory snacks through popular brands, including Utz®, On The Border® Chips & Dips, Zapp’s®, and Boulder Canyon®, among others.
After over a century with a strong family heritage, Utz continues to have a passion for exciting and delighting consumers with delicious snack foods made from top-quality ingredients. Utz's products are distributed nationally through grocery, mass merchandisers, club, convenience, drug, and other channels. Based in Hanover, Pennsylvania, Utz has multiple manufacturing facilities located across the U.S. to serve our growing customer base. For more information, please visit the Company’s website or call 1‐800‐FOR‐SNAX.
Investors and others should note that Utz announces material financial information to its investors using its Investor Relations website, U.S. Securities and Exchange Commission (the “Commission”) filings, press releases, public conference calls, and webcasts. Utz uses these channels, as well as social media, to communicate with our stockholders and the public about the Company, the Company’s products, and other Company information. It is possible that the information that Utz posts on social media could be deemed to be material information. Therefore, Utz encourages investors, the media, and others interested in the Company to review the information posted on the social media channels listed on Utz’s Investor Relations website.
Investor Contact
Trevor Martin
Utz Brands, Inc.
tmartin@utzsnacks.com
Media Contact
Colleen Farley
Utz Brands, Inc.
cfarley@utzsnacks.com
Forward-Looking Statements
This press release includes certain statements made herein that are not historical facts but are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. The forward-looking statements generally are accompanied by or include, without limitation, statements such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” "forecast,” "intend,” "expect,” “anticipate,” “believe,” “seek,” “target” “goal”, “on track” or other similar words, phrases or expressions. These forward-looking statements include future plans for the Company, including outlook for fiscal 2026, plans related to the transformation of the Company’s supply chain, the Company’s product mix, the Company’s expectations regarding its level of indebtedness and associated interest expense impacts; the estimated or anticipated future results and benefits of the Company’s future plans and operations; the Company’s cost savings plans and the Company’s logistics optimization efforts; the effects of tariffs, inflation or supply chain disruptions on the Company or its business; the benefits of the Company’s productivity initiatives; the effects of the Company’s marketing and innovation initiatives; the Company’s future capital structure; future opportunities for the Company’s growth; statements regarding the Company’s projected balance sheet and liabilities, including net leverage; and other statements that are not historical facts.
These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties and the Company’s business and actual results may differ materially. Some factors that could cause actual results to differ include, without limitation: our operation in an industry with high levels of competition and consolidation; our reliance on key customers and ability to obtain favorable contractual terms and protections with customers; changes in demand for our products driven by changes in consumer preferences and tastes or our ability to innovate or market our products effectively; changes in consumers’ loyalty to our brands due to factors beyond our control; impacts on our reputation caused by concerns relating to the quality and safety of our products, ingredients, packaging, or processing techniques; the potential that our products might need to be recalled if they become adulterated or are mislabeled; the loss of retail shelf space and disruption to sales of food products due to changes in retail distribution arrangements; our reliance on third parties to effectively operate both our direct-to-warehouse delivery system and our direct-store-delivery network system; the evolution of e-commerce retailers and sales channels; disruption to our manufacturing operations, supply chain, or distribution channels; the effects of inflation, including rising labor costs; shortages of raw materials, energy, water, and other supplies; changes in the legal and regulatory environments in which we operate, including with respect to tax legislation such as the One Big Beautiful Bill Act; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries, or investigations into our business; potential adverse effects or unintended consequences related to the implementation of our growth strategy; our ability to successfully identify and execute acquisitions or dispositions and to manage integration or carve out issues following such transactions; the geographic concentration of our markets; our ability to attract and retain highly skilled personnel (including risks associated with our recently announced executive leadership transition); impairment in the carrying value of goodwill or other intangible assets; our ability to protect our intellectual property rights; disruptions, failures, or security breaches of our information technology infrastructure; climate change or legal, regulatory or market measures to address climate change; our exposure to liabilities, claims or new laws or regulations with respect to environmental matters; the increasing focus and opposing views, legislation and expectations with respect to ESG initiatives; restrictions on our operations imposed by covenants in our debt instruments; our exposure to changes in interest rates; adverse impacts from disruptions in the worldwide financial markets, including on our ability to obtain new credit; our exposure to any new or increased income or product taxes; pandemics, epidemics or other disease outbreaks; our exposure to changes to trade policies and tariff and import/export regulations by the United States and other jurisdictions; potential volatility in our Class A Common Stock caused by resales thereof; our dependence on distributions made by our subsidiaries; our payment obligations pursuant to a tax receivable agreement, which in certain cases may exceed the tax benefits we realize or be accelerated; provisions of
Delaware law and our governing documents and other agreements that could limit the ability of stockholders to take certain actions or delay or discourage takeover attempts that stockholders may consider favorable; our exclusive forum provisions in our governing documents; the influence of certain significant stockholders and members of Utz Brands Holdings, LLC, whose interests may differ from those of our other stockholders; and other risks and uncertainties set forth in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2025 and in the other reports we file with the U.S. Securities and Exchange Commission from time to time.
Forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as otherwise required by law.
Non-GAAP Financial Measures:
Utz uses non-GAAP financial information and believes it is useful to investors as it provides additional information to facilitate comparisons of historical operating results and identify trends in our underlying operating results, and it provides additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. These non-GAAP financial measures do not represent financial performance in accordance with generally accepted accounted principles in the United States (“GAAP”) and may exclude items that are significant to understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations, earnings per share or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to similarly titled measures used by other companies.
Management believes that non-GAAP financial measures should be considered as supplements to the GAAP measures reported, should not be considered replacements for, or superior to, the GAAP measures, and may not be comparable to similarly named measures used by other companies. The Company’s calculation of the non-GAAP financial measures may differ from methods used by other companies. We believe that these non-GAAP financial measures provide useful information to investors regarding certain financial and business trends relating to the financial condition and results of operations of the Company to date when considered with both the GAAP results and the reconciliations to the most comparable GAAP measures, and that the presentation of non-GAAP financial measures is useful to investors in the evaluation of our operating performance compared to other companies in the Salty Snack industry, as similar measures are commonly used by the companies in this industry. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of management judgment about which items of expense and income are excluded or included in determining these non-GAAP financial measures. The non-GAAP financial measures are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures. As new events or circumstances arise, these definitions could change. When the definitions change, we will provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
Utz uses the following non-GAAP financial measures in its financial communications, and in the future could use others:
•Organic Net Sales
•Adjusted Gross Profit
•Adjusted Gross Profit as % of Net Sales (Adjusted Gross Profit Margin)
•Adjusted Cost of Goods Sold (COGS)
•Adjusted Selling, General and Administrative Expense
•Adjusted Selling, General and Administrative Expense as % of Net Sales (Adjusted Selling, General and Administrative Expense Margin)
•Adjusted Net Income
•Adjusted Earnings Per Share
•Adjusted Earnings Before Taxes
•EBITDA
•Adjusted EBITDA
•Adjusted EBITDA as % of Net Sales (Adjusted EBITDA Margin)
•Effective Normalized Tax Rate
•Net Leverage Ratio
•Adjusted COGS
•Branded Salty Snacks Organic Net Sales
•Non-Branded & Non-Salty Snacks Organic Net Sales
•Adjusted Free Cash Flow
Organic Net Sales is defined as Net Sales excluding the impacts of acquisitions, divestitures and independent operator (“IO”) route conversions that took place after 1Q’2024.
Adjusted Gross Profit represents Gross Profit excluding Depreciation and Amortization expense, a non-cash item. In addition, Adjusted Gross Profit excludes the impact of costs that fall within the categories of non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging and purchase commitments adjustments, asset impairments, acquisition and integration costs, business transformation initiatives, and financing-related costs. Adjusted Gross Profit is one of the key performance indicators that our management uses to evaluate operating performance. We also report Adjusted Gross Profit as a percentage of Net Sales as an additional measure for investors to evaluate our Adjusted Gross Profit Margin.
Adjusted Cost of Goods Sold (COGS) represents Net Sales less Adjusted Gross Profit
Adjusted Selling, General and Administrative Expense is defined as all Selling, General and Administrative expense excluding Depreciation and Amortization expense, a non-cash item. In addition, Adjusted Selling, General and Administrative Expense excludes the impact of costs that fall within the categories of non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging and purchase commitments adjustments, asset impairments, acquisition and integration costs, business transformation initiatives, and financing-related costs. We also report Adjusted Selling, General and Administrative Expense as a percentage of Net Sales as an additional measure for investors to evaluate our Adjusted Selling, General and Administrative Margin.
Adjusted Net Income is defined as Net Income excluding Depreciation and Amortization expense, a non-cash item, related to fair value adjustments on property, plant, and equipment, and definite-lived intangibles relating to business combinations recorded in prior periods. In addition, Adjusted Net Income excludes deferred financing fees, interest income, and expense relating to IO loans and certain non-cash adjustments and/or other cash adjustment items such as those related to stock-based compensation, hedging, and purchase commitments adjustments, asset impairments, acquisition and integration costs, business transformation initiatives, remeasurement of warrant liabilities and financing-related costs. Lastly, Adjusted Net Income normalizes the income tax provision to account for the above-mentioned adjustments.
Adjusted Earnings Before Taxes is defined as Adjusted Net Income before normalized GAAP basis tax expense.
Adjusted Earnings Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding for each period on a fully diluted basis assuming the shares of Class V Common Stock of the Company are converted to Class A Common Stock of the Company.
EBITDA is defined as Net Income Before Interest, Income Taxes, and Depreciation and Amortization.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash adjustments and/or other cash adjustment items, such as stock-based compensation, hedging and purchase commitments adjustments, asset
impairments, acquisition and integration costs, business transformation initiatives, and financing-related costs. Adjusted EBITDA is one of the key performance indicators we use in evaluating our operating performance and in making financial, operating, and planning decisions. We believe Adjusted EBITDA is useful to the users of this release because the financial information contained in the release can be used in the evaluation of Utz’s operating performance compared to other companies in the Salty Snack industry, as similar measures are commonly used by companies in this industry. In this release, we also provide Adjusted EBITDA as a percentage of Net Sales as an additional measure for readers to evaluate our Adjusted EBITDA Margin.
Adjusted Free Cash Flow is defined as Cash Flow from Operating Activities on the Consolidated Statements of Cash Flows less Purchases of Property and Equipment (Capital Expenditures) plus Net Proceeds from Sale of Property and Equipment, both included in Cash flow from investing activities on the Consolidated Statements of Cash Flows.
Effective Normalized Tax Rate is defined as normalized GAAP basis tax expense, which excludes one-time items, divided by Adjusted Earnings before Taxes.
Net Leverage Ratio is defined as trailing twelve month Adjusted EBITDA divided by Net Debt. Net Debt is defined as Gross Debt less Cash and Cash Equivalents.
Other Defined Terms:
Branded Salty Snacks is defined as Power Four Brands and Other Brands. Power Four Brands consist of the Utz® brand, On The Border®, Zapp’s®, and Boulder Canyon®. Other Brands include Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim’s Cascade®, Dirty Potato Chips®, TGI Fridays® and Vitner's®.
Non-Branded & Non-Salty Snacks is defined as partner brands, private label, co-manufacturing for which we are the manufacturer, Utz branded non-salty snacks such as On The Border® Dips and Salsa, and sales not attributable to specific brands.
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the thirteen weeks ended December 28, 2025 and December 29, 2024
(In millions, except share information)
(Unaudited)
| (in millions) | Thirteen weeks ended December 28, 2025 | Thirteen weeks ended December 29, 2024 | ||||||||||||
| Net sales | $ | 342.2 | $ | 341.0 | ||||||||||
| Cost of goods sold | 253.1 | 253.9 | ||||||||||||
| Gross profit | 89.1 | 87.1 | ||||||||||||
| Selling, general and administrative expenses | ||||||||||||||
| Selling | 54.9 | 46.4 | ||||||||||||
| General and administrative | 40.0 | 33.0 | ||||||||||||
| Total selling, general and administrative expenses | 94.9 | 79.4 | ||||||||||||
| Gain (loss) on sale of assets, net | 9.9 | (0.5) | ||||||||||||
| Income from operations | 4.1 | 7.2 | ||||||||||||
| Other (expense) income | ||||||||||||||
| Interest expense | (9.6) | (8.3) | ||||||||||||
| Other (expense) income | (0.3) | 1.0 | ||||||||||||
| Gain on remeasurement of warrant liability | — | 15.5 | ||||||||||||
| Other (expense) income, net | (9.9) | 8.2 | ||||||||||||
| (Loss) income before income taxes | (5.8) | 15.4 | ||||||||||||
| Income tax (benefit) expense | (2.5) | 13.3 | ||||||||||||
| Net (loss) income | (3.3) | 2.1 | ||||||||||||
| Net loss attributable to noncontrolling interest | 0.8 | 0.2 | ||||||||||||
| Net (loss) income attributable to controlling interest | $ | (2.5) | $ | 2.3 | ||||||||||
(Loss) earnings per share of Class A Common Stock: (in dollars) | ||||||||||||||
| Basic | $ | (0.03) | $ | 0.03 | ||||||||||
| Diluted | $ | (0.03) | $ | 0.03 | ||||||||||
| Weighted-average shares of Class A Common Stock outstanding: | ||||||||||||||
| Basic | 87,509,774 | 83,119,960 | ||||||||||||
| Diluted | 87,509,774 | 86,685,475 | ||||||||||||
| Net (loss) income | $ | (3.3) | $ | 2.1 | ||||||||||
| Other comprehensive (loss) income: | ||||||||||||||
| Change in fair value of interest rate swap | (3.4) | 5.5 | ||||||||||||
| Comprehensive (loss) income | (6.7) | 7.6 | ||||||||||||
| Net comprehensive loss (income) attributable to noncontrolling interest | 2.1 | (2.1) | ||||||||||||
| Net comprehensive (loss) income attributable to controlling interest | $ | (4.6) | $ | 5.5 | ||||||||||
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the fiscal years ended December 28, 2025 and December 29, 2024
(In millions, except share information)
(Unaudited)
| (in millions) | For the Fiscal Year Ended December 28, 2025 | For the Fiscal Year Ended December 29, 2024 | ||||||||||||
| Net sales | $ | 1,438.8 | $ | 1,409.2 | ||||||||||
| Cost of goods sold | 1,080.5 | 1,040.1 | ||||||||||||
| Gross profit | 358.3 | 369.1 | ||||||||||||
| Selling, general and administrative expenses | ||||||||||||||
| Selling | 203.7 | 180.6 | ||||||||||||
| General and administrative | 144.3 | 129.5 | ||||||||||||
| Total selling, general and administrative expenses | 348.0 | 310.1 | ||||||||||||
| Gain (loss) on sale of assets, net | 9.2 | (0.1) | ||||||||||||
| Income from operations | 19.5 | 58.9 | ||||||||||||
| Other (expense) income | ||||||||||||||
| Gain on sale of business | — | 44.0 | ||||||||||||
| Interest expense | (43.1) | (44.9) | ||||||||||||
| Loss on debt extinguishment | (0.5) | (1.3) | ||||||||||||
| Other income | 0.7 | 2.5 | ||||||||||||
| Gain on remeasurement of warrant liability | 22.8 | 10.2 | ||||||||||||
| Other (expense) income, net | (20.1) | 10.5 | ||||||||||||
| (Loss) income before income taxes | (0.6) | 69.4 | ||||||||||||
| Income tax expense | 7.1 | 38.7 | ||||||||||||
| Net (loss) income | (7.7) | 30.7 | ||||||||||||
| Net loss (income) attributable to noncontrolling interest | 8.5 | (14.8) | ||||||||||||
| Net income attributable to controlling interest | $ | 0.8 | $ | 15.9 | ||||||||||
| Earnings per share of Class A Common Stock: (in dollars) | ||||||||||||||
| Basic | $ | 0.01 | $ | 0.19 | ||||||||||
| Diluted | $ | 0.01 | $ | 0.19 | ||||||||||
| Weighted-average shares of Class A Common Stock outstanding: | ||||||||||||||
| Basic | 86,577,082 | 82,102,876 | ||||||||||||
| Diluted | 87,773,614 | 85,433,980 | ||||||||||||
| Net (loss) income | $ | (7.7) | $ | 30.7 | ||||||||||
| Other comprehensive (loss) income: | ||||||||||||||
| Change in fair value of interest rate swap | (16.1) | (7.5) | ||||||||||||
| Comprehensive (loss) income | (23.8) | 23.2 | ||||||||||||
| Net comprehensive loss (income) attributable to noncontrolling interest | 14.8 | (11.7) | ||||||||||||
| Net comprehensive (loss) income attributable to controlling interest | $ | (9.0) | $ | 11.5 | ||||||||||
Utz Brands, Inc.
CONSOLIDATED BALANCE SHEETS
December 28, 2025 and December 29, 2024
(In millions, except per share information)
(Unaudited)
| As of December 28, 2025 | As of December 29, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and cash equivalents | $ | 120.4 | $ | 56.1 | ||||||||||
| Accounts receivable, less allowance of $3.3 and $3.3, respectively | 100.8 | 119.9 | ||||||||||||
| Inventories | 119.3 | 101.4 | ||||||||||||
| Prepaid expenses and other assets | 39.9 | 35.3 | ||||||||||||
| Current portion of notes receivable | 4.0 | 4.6 | ||||||||||||
| Total current assets | 384.4 | 317.3 | ||||||||||||
| Non-current Assets | ||||||||||||||
| Assets held for sale | 10.3 | — | ||||||||||||
| Property, plant and equipment, net | 379.2 | 345.2 | ||||||||||||
| Goodwill | 865.2 | 865.2 | ||||||||||||
| Intangible assets, net | 963.9 | 996.5 | ||||||||||||
| Non-current portion of notes receivable | 10.8 | 9.2 | ||||||||||||
| Other assets | 179.8 | 189.5 | ||||||||||||
| Total non-current assets | 2,409.2 | 2,405.6 | ||||||||||||
| Total assets | $ | 2,793.6 | $ | 2,722.9 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Current portion of term debt | $ | 31.4 | $ | 16.1 | ||||||||||
| Current portion of other notes payable | 6.5 | 6.9 | ||||||||||||
| Accounts payable | 197.4 | 151.0 | ||||||||||||
| Accrued expenses and other | 87.9 | 78.3 | ||||||||||||
| Current portion of warrant liability | — | 33.0 | ||||||||||||
| Total current liabilities | 323.2 | 285.3 | ||||||||||||
| Non-current Liabilities | ||||||||||||||
| Non-current portion of term debt | 818.2 | 752.5 | ||||||||||||
| Non-current portion of other notes payable | 14.2 | 15.0 | ||||||||||||
| Non-current accrued expenses and other | 166.5 | 164.2 | ||||||||||||
| Deferred tax liability | 126.6 | 123.7 | ||||||||||||
| Total non-current liabilities | 1,125.5 | 1,055.4 | ||||||||||||
| Total liabilities | 1,448.7 | 1,340.7 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Equity | ||||||||||||||
| Shares of Class A Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 87,509,774 and 83,537,542 shares issued and outstanding as of December 28, 2025 and December 29, 2024, respectively. | — | — | ||||||||||||
| Shares of Class V Common Stock, $0.0001 par value; 61,249,000 shares authorized; 55,349,000 and 57,349,000 shares issued and outstanding as of December 28, 2025 and December 29, 2024, respectively. | — | — | ||||||||||||
| Additional paid-in capital | 1,037.0 | 988.5 | ||||||||||||
| Accumulated deficit | (326.6) | (304.7) | ||||||||||||
| Accumulated other comprehensive income | 3.3 | 13.1 | ||||||||||||
| Total stockholders’ equity | 713.7 | 696.9 | ||||||||||||
| Noncontrolling interest | 631.2 | 685.3 | ||||||||||||
| Total equity | 1,344.9 | 1,382.2 | ||||||||||||
| Total liabilities and equity | $ | 2,793.6 | $ | 2,722.9 | ||||||||||
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the fiscal years ended December 28, 2025 and December 29, 2024
(In millions)
(Unaudited)
| For the Fiscal Year Ended December 28, 2025 | For the Fiscal Year Ended December 29, 2024 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net (loss) income | $ | (7.7) | $ | 30.7 | ||||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||||
| Impairment and other charges | 0.6 | — | ||||||||||||
| Depreciation and amortization | 82.4 | 70.9 | ||||||||||||
| Gain on sale of business | — | (44.0) | ||||||||||||
| Gain on remeasurement of warrant liability | (22.8) | (10.2) | ||||||||||||
| (Gain) loss on sale of assets | (9.2) | 0.1 | ||||||||||||
| Share-based compensation | 17.1 | 18.3 | ||||||||||||
| Loss on debt extinguishment | 0.5 | 1.3 | ||||||||||||
| Deferred income taxes | 2.4 | 14.1 | ||||||||||||
| Amortization of deferred financing costs | 1.4 | 3.2 | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable, net | 19.1 | 6.8 | ||||||||||||
| Inventories | (17.9) | (4.6) | ||||||||||||
| Prepaid expenses and other assets | (8.2) | (103.5) | ||||||||||||
| Accounts payable and accrued expenses and other | 54.5 | 123.1 | ||||||||||||
| Net cash provided by operating activities | 112.2 | 106.2 | ||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Purchases of property and equipment | (102.8) | (98.6) | ||||||||||||
| Purchases of intangibles | — | (9.2) | ||||||||||||
| Proceeds from sale of property and equipment | 24.6 | 26.6 | ||||||||||||
| Proceeds from sale of business | — | 167.5 | ||||||||||||
| Proceeds from sale of routes | 26.4 | 26.7 | ||||||||||||
| Proceeds from the sale of IO notes | 6.1 | 4.9 | ||||||||||||
| Purchase of IO routes and other changes in note receivables | (41.2) | (42.9) | ||||||||||||
| Net cash (used in) provided by investing activities | (86.9) | 75.0 | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Borrowings on line of credit | 241.0 | 114.5 | ||||||||||||
| Repayments on line of credit | (241.0) | (114.7) | ||||||||||||
| Borrowings on term debt and notes payable | 104.5 | 39.1 | ||||||||||||
| Repayments on term debt and notes payable | (23.9) | (173.9) | ||||||||||||
| Payment of debt issuance cost | (1.7) | (0.7) | ||||||||||||
| Payments of tax withholding requirements for employee stock awards | (2.2) | (1.4) | ||||||||||||
| Dividends paid | (22.3) | (21.7) | ||||||||||||
| Distribution to noncontrolling interest | (15.4) | (18.3) | ||||||||||||
| Net cash provided by (used in) financing activities | 39.0 | (177.1) | ||||||||||||
| Net increase in cash and cash equivalents | 64.3 | 4.1 | ||||||||||||
| Cash and cash equivalents at beginning of period | 56.1 | 52.0 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 120.4 | $ | 56.1 | ||||||||||
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures
(Amounts may not sum due to rounding)
Net Sales and Organic Net Sales
| 13-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | December 28, 2025 | December 29, 2024 | Change | December 28, 2025 | December 29, 2024 | Change | ||||||||||||||||||||||||||||||||
| Net Sales as Reported | $ | 342.2 | $ | 341.0 | 0.4 | % | $ | 1,438.8 | $ | 1,409.2 | 2.1 | % | ||||||||||||||||||||||||||
| Impact of Dispositions | — | — | — | (4.3) | ||||||||||||||||||||||||||||||||||
| Impact of IO Conversions | — | — | — | — | ||||||||||||||||||||||||||||||||||
Organic Net Sales (1) | $ | 342.2 | $ | 341.0 | 0.4 | % | $ | 1,438.8 | $ | 1,404.9 | 2.4 | % | ||||||||||||||||||||||||||
(1) Organic Net Sales excludes the Impact of Dispositions.
Net Sales Growth Drivers
| 13-Weeks Ended December 28, 2025 | 52-Weeks Ended December 28, 2025 | |||||||||||||||||||||||||||||||||||||
| (% change in prior year net sales) | Branded Salty Snacks (1) | Non-Branded & Non-Salty Snacks(2) | Total | Branded Salty Snacks (1) | Non-Branded & Non-Salty Snacks(2) | Total | ||||||||||||||||||||||||||||||||
| Net Sales as Reported | $ | 306.0 | $ | 36.2 | $ | 342.2 | $ | 1,271.3 | $ | 167.5 | $ | 1,438.8 | ||||||||||||||||||||||||||
| Net Sales as Reported Growth Versus Prior Year | 2.5 | % | (14.8) | % | 0.4 | % | 4.7 | % | (14.0) | % | 2.1 | % | ||||||||||||||||||||||||||
| Volume/mix | 2.1 | % | (15.1) | % | (0.1) | % | 6.1 | % | (11.8) | % | 3.7 | % | ||||||||||||||||||||||||||
| Pricing | 0.4 | 0.3 | 0.5 | (1.4) | (0.2) | (1.3) | ||||||||||||||||||||||||||||||||
| Organic Net Sales Growth Versus Prior Year | 2.5 | % | (14.8) | % | 0.4 | % | 4.7 | % | (12.0) | % | 2.4 | % | ||||||||||||||||||||||||||
| Divestiture | — | — | — | — | (2.0) | (0.3) | ||||||||||||||||||||||||||||||||
| Net Sales as Reported Growth Versus Prior Year | 2.5 | % | (14.8) | % | 0.4 | % | 4.7 | % | (14.0) | % | 2.1 | % | ||||||||||||||||||||||||||
(1) Branded Salty Snacks sales excluding IO unreported sales.
(2) Non-Branded & Non-Salty Snacks including IO unreported sales.
Gross Profit and Adjusted Gross Profit
| 13-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||||
| (dollars in millions) | December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | ||||||||||||||||||||||
| Gross Profit | $ | 89.1 | $ | 87.1 | $ | 358.3 | $ | 369.1 | ||||||||||||||||||
| Gross Profit as a % of Net Sales | 26.0 | % | 25.5 | % | 24.9 | % | 26.2 | % | ||||||||||||||||||
| Depreciation and Amortization | 10.3 | 6.9 | 37.2 | 28.3 | ||||||||||||||||||||||
Non-Cash and other cash adjustments (1) | 25.6 | 11.3 | 69.8 | 21.5 | ||||||||||||||||||||||
| Adjusted Gross Profit | $ | 125.0 | $ | 105.3 | $ | 465.3 | $ | 418.9 | ||||||||||||||||||
| Adjusted Gross Profit as a % of Net Sales | 36.5 | % | 30.9 | % | 32.3 | % | 29.7 | % | ||||||||||||||||||
(1) Non-cash and other cash adjustments includes non-cash costs related to incentive programs, asset impairments and write-offs, purchase commitments, other non-cash items, acquisition, divestiture, and integration, business and transformation initiatives, and financing-related costs.
Adjusted Selling, General and Administrative Expense
| 13-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||||
| (dollars in millions) | December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | ||||||||||||||||||||||
| Selling, General and Administrative Expense | $ | 94.9 | $ | 79.4 | $ | 348.0 | $ | 310.1 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Depreciation and Amortization in SG&A Expense | 11.7 | 10.6 | 45.2 | 42.6 | ||||||||||||||||||||||
Non-Cash and other cash adjustments (1) | 20.8 | 16.3 | 55.4 | 48.3 | ||||||||||||||||||||||
| Adjusted Selling, General and Administrative Expense | $ | 62.4 | $ | 52.5 | $ | 247.4 | $ | 219.2 | ||||||||||||||||||
| Adjusted SG&A Expense as a % of Net Sales | 18.2 | % | 15.4 | % | 17.2 | % | 15.6 | % | ||||||||||||||||||
(1) Non-cash and other cash adjustments includes non-cash costs related to incentive programs, asset impairments and write-offs, purchase commitments, other non-cash items, acquisition, divestiture, and integration, business and transformation initiatives, and financing-related costs.
Adjusted Net Income
| 13-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||||||||||||||||
| (dollars in millions, except per share data) | December 28, 2025 | December 29, 2024 | % Change | December 28, 2025 | December 29, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Net (Loss) Income | $ | (3.3) | $ | 2.1 | (257.1) | % | $ | (7.7) | $ | 30.7 | (125.1) | % | ||||||||||||||||||||||||||
| Income Tax (Benefit) Expense | (2.5) | 13.3 | 7.1 | 38.7 | ||||||||||||||||||||||||||||||||||
| (Loss) Income Before Taxes | (5.8) | 15.4 | (0.6) | 69.4 | ||||||||||||||||||||||||||||||||||
| Deferred Financing Fees | 0.4 | 0.4 | 1.4 | 3.2 | ||||||||||||||||||||||||||||||||||
| Acquisition Step-Up Depreciation and Amortization | 10.7 | 10.5 | 43.6 | 43.5 | ||||||||||||||||||||||||||||||||||
| Certain Non-Cash Adjustments | 8.4 | 6.8 | 27.8 | 21.9 | ||||||||||||||||||||||||||||||||||
| Acquisitions, Divestitures and Investments | (2.3) | 11.4 | 22.8 | (23.1) | ||||||||||||||||||||||||||||||||||
| Business Transformation Initiatives | 30.8 | 9.7 | 65.4 | 28.1 | ||||||||||||||||||||||||||||||||||
| Financing-Related Costs | 0.5 | 0.1 | 1.6 | 0.4 | ||||||||||||||||||||||||||||||||||
| Gain on Remeasurement of Warrant Liability | — | (15.5) | (22.8) | (10.2) | ||||||||||||||||||||||||||||||||||
Other Non-Cash and/or Cash Adjustments (2) | 48.5 | 23.4 | 139.8 | 63.8 | ||||||||||||||||||||||||||||||||||
| Adjusted Earnings before Taxes | 42.7 | 38.8 | 139.2 | 133.2 | ||||||||||||||||||||||||||||||||||
| Taxes on Earnings as Reported | 2.5 | (13.3) | (7.1) | (38.7) | ||||||||||||||||||||||||||||||||||
Income Tax Adjustments(1) | (7.6) | 6.9 | (15.0) | 15.8 | ||||||||||||||||||||||||||||||||||
| Adjusted Taxes on Earnings | (5.1) | (6.4) | (22.1) | (22.9) | ||||||||||||||||||||||||||||||||||
| Adjusted Net Income | $ | 37.6 | $ | 32.4 | 16.0 | % | $ | 117.1 | $ | 110.3 | 6.2 | % | ||||||||||||||||||||||||||
| Average Weighted Basic Shares Outstanding on an As-Converted Basis | 142.9 | 140.9 | 142.0 | 140.8 | ||||||||||||||||||||||||||||||||||
| Fully Diluted Shares on an As-Converted Basis | 143.9 | 144.5 | 143.2 | 144.2 | ||||||||||||||||||||||||||||||||||
| Adjusted Earnings Per Share | $ | 0.26 | $ | 0.22 | 18.2 | % | $ | 0.82 | $ | 0.77 | 6.5 | % | ||||||||||||||||||||||||||
(1) Non-cash and other cash adjustments includes non-cash costs related to incentive programs, asset impairments and write-offs, purchase commitments, other non-cash items, acquisition, divestiture, and integration, business and transformation initiatives, and financing-related costs.
(2) Income Tax Adjustment calculated as (Loss) Income before taxes plus (i) Acquisition, Step-Up Depreciation and Amortization and (ii) Other Non-Cash and/or cash Adjustments, multiplied by a normalized GAAP effective tax rate, minus the actual tax provision recorded in the Consolidated Statement of Operations and Comprehensive Loss. The normalized GAAP effective tax rate excludes one-time items such as the impact of tax rate changes on deferred taxes and changes in valuation allowances.
Depreciation & Amortization
| 13-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||||
| (dollars in millions) | December 28, 2025 | December 29, 2024 | December 28, 2025 | December 29, 2024 | ||||||||||||||||||||||
| Core D&A - Non-Acquisition-related included in Gross Profit | $ | 8.1 | $ | 4.9 | $ | 27.5 | $ | 19.1 | ||||||||||||||||||
| Step-Up D&A - Transaction-related included in Gross Profit | 2.2 | 2.0 | 9.7 | 9.2 | ||||||||||||||||||||||
| Depreciation & Amortization - included in Gross Profit | 10.3 | 6.9 | 37.2 | 28.3 | ||||||||||||||||||||||
| Core D&A - Non-Acquisition-related included in SG&A Expense | $ | 3.2 | 2.1 | $ | 11.3 | 8.3 | ||||||||||||||||||||
| Step-Up D&A - Transaction-related included in SG&A Expense | 8.5 | 8.5 | 33.9 | 34.3 | ||||||||||||||||||||||
| Depreciation & Amortization - included in SG&A Expense | 11.7 | 10.6 | 45.2 | 42.6 | ||||||||||||||||||||||
| Depreciation & Amortization - Total | $ | 22.0 | $ | 17.5 | $ | 82.4 | $ | 70.9 | ||||||||||||||||||
| Core Depreciation and Amortization | $ | 11.3 | $ | 7.0 | $ | 38.8 | $ | 27.4 | ||||||||||||||||||
| Step-Up Depreciation and Amortization | $ | 10.7 | 10.5 | $ | 43.6 | 43.5 | ||||||||||||||||||||
| Total Depreciation and Amortization | $ | 22.0 | $ | 17.5 | $ | 82.4 | $ | 70.9 | ||||||||||||||||||
EBITDA and Adjusted EBITDA
| 13-Weeks Ended | 52-Weeks Ended | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | December 28, 2025 | December 29, 2024 | % Change | December 28, 2025 | December 29, 2024 | % Change | ||||||||||||||||||||||||||||||||
| Net Income (Loss) | $ | (3.3) | $ | 2.1 | 257.1 | % | $ | (7.7) | $ | 30.7 | 125.1 | % | ||||||||||||||||||||||||||
| Plus non-GAAP adjustments: | ||||||||||||||||||||||||||||||||||||||
| Income Tax Expense (Benefit) | (2.5) | 13.3 | 7.1 | 38.7 | ||||||||||||||||||||||||||||||||||
| Depreciation and Amortization | 22.0 | 17.5 | 82.4 | 70.9 | ||||||||||||||||||||||||||||||||||
| Interest Expense, Net | 9.6 | 8.3 | 43.1 | 44.9 | ||||||||||||||||||||||||||||||||||
Interest Income from IO loans(1) | (0.8) | (0.6) | (2.2) | (2.1) | ||||||||||||||||||||||||||||||||||
| EBITDA | 25.0 | 40.6 | (38.4) | % | 122.7 | 183.1 | (33.0) | % | ||||||||||||||||||||||||||||||
Certain Non-Cash Adjustments(2) | 8.4 | 6.8 | 26.8 | 21.9 | ||||||||||||||||||||||||||||||||||
Acquisitions, Divestitures and Investments(3) | (2.3) | 11.4 | 22.8 | (23.1) | ||||||||||||||||||||||||||||||||||
Business Transformation Initiatives(4) | 30.8 | 9.7 | 65.4 | 28.1 | ||||||||||||||||||||||||||||||||||
Financing-Related Costs(5) | 0.5 | 0.1 | 1.6 | 0.4 | ||||||||||||||||||||||||||||||||||
Gain on Remeasurement of Warrant Liability(6) | — | (15.5) | (22.8) | (10.2) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 62.4 | $ | 53.1 | 17.5 | % | $ | 216.5 | $ | 200.2 | 8.1 | % | ||||||||||||||||||||||||||
| Net income (loss) as a % of Net Sales | (1.0) | % | 0.6 | % | (160) | bps | (0.5) | % | 2.2 | % | (270) | bps | ||||||||||||||||||||||||||
| Adjusted EBITDA as a % of Net Sales | 18.2 | % | 15.6 | % | 260 | bps | 15.0 | % | 14.2 | % | 80 | bps | ||||||||||||||||||||||||||
(1)Interest Income (IO Loans) refers to interest income that we earn from IO notes receivable that has resulted from our initiatives to transition from RSP distribution to IO distribution. (“Business Transformation Initiatives”). There is a note payable recorded that mirrors most IO notes receivable, and the interest expense associated with the notes payable is part of the Interest Expense, Net adjustment.
(2)Certain Non-Cash Adjustments are comprised primarily of the following:
Incentive programs – The Company incurred $15.6 million and $17.6 million of share-based compensation expense for awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan (the “OEIP”) for the fiscal year ended December 28, 2025 and the fiscal year ended December 29, 2024, respectively.
Loss on impairment — The Company recorded an impairment charge of $0.6 million during the fiscal year ended December 28, 2025.
Purchase commitments and other adjustments –We have purchase commitments for specific quantities at fixed prices for certain of our products’ key ingredients. To facilitate comparisons of our underlying operating results, this adjustment was made to remove the volatility of purchase commitment related unrealized gains and losses. The adjustment related to purchase commitment and other adjustments, including cloud computing, were $10.6 million and $4.3 million for the fiscal year ended December 28, 2025 and the fiscal year ended December 29, 2024, respectively.
(3)Acquisitions, Divestitures and Investments – This is comprised of start-up costs, consulting, transaction services, and legal fees incurred for acquisitions and certain potential acquisitions, in addition to expenses associated with integrating recent acquisitions and costs related to divestitures. These acquisitions and divestitures include assets related to our supply chain consolidation and transformation. Such expenses were $22.8 million for fiscal year ended December 28, 2025. Such expenses were $20.9 million for the fiscal year ended December 29, 2024, as well as a gain of $44.0 million related to the Good Health and R.W. Garcia Sale.
(4)Business Transformation Initiatives – This adjustment is related to start-up costs, consulting, professional, and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations. The adjustment also includes initiatives and structural changes related to our supply chain transformation. In addition, gains and losses realized from the sale of distribution rights to IOs and the subsequent disposal of trucks, severance costs associated with the elimination of RSP positions, and enterprise planning system transition costs, fall into this category. The Company incurred such costs of $65.4 million for the fiscal year ended December 28, 2025 and $28.1 million for the fiscal year ended December 29, 2024.
(5)Financing-Related Costs – These costs include adjustments for various items related to raising debt and equity capital or debt extinguishment costs.
(6)Gains on Remeasurement of Warrant liability – In August 2025, the Warrants were fully exercised in a cashless exchange resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock. At the time of exercise the corresponding liability was extinguished, and the fair value of Warrants was recorded as an increase to equity.
Net Debt and Leverage Ratio
| (dollars in millions) | As of December 28, 2025 | |||||||
| Term Loan | $ | 630.3 | ||||||
| Real Estate Loan | 57.0 | |||||||
| ABL Facility | 0.2 | |||||||
Equipment loans and Finance Leases(1) | 174.7 | |||||||
| Deferred Purchase Price | — | |||||||
Gross Debt(2) | 862.2 | |||||||
| Cash and Cash Equivalents | 120.4 | |||||||
| Total Net Debt | $ | 741.8 | ||||||
| Last 52-Weeks Adjusted EBITDA | $ | 216.5 | ||||||
Net Leverage Ratio(3) | 3.4x | |||||||
(1) Equipment loans and finance leases include leases accounted for as finance leases under US GAAP and loans for equipment.
(2) Includes Term Loan B, ABL Facility, Equipment Loans, and Finance Leases. Excludes amounts related to guarantees on IO loans which are collateralized by routes. The Company has the ability to recover substantially all of the outstanding IO loan value in the event of a default scenario, which historically has been uncommon.
(3) Based on trailing twelve month Adjusted EBITDA of $216.5 million.
Utz Brands, Inc. Fourth Quarter and Full-Year 2025 Earnings Presentation February 12, 2026
Disclaimer 2 Forward-Looking Statements Certain statements made herein are not historical facts but are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. The forward-looking statements generally are accompanied by or include, without limitation, statements such as "may," "can," "should," "will," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target," "goal," "on track," or other similar words, phrases or expressions. These forward-looking statements include future plans for Utz Brands, Inc. (“the Company”), including updated outlook for fiscal 2026, plans with respect to future repurchases under the Company's stock buyback program, plans related to the transformation of the Company’s supply chain, the Company’s product mix, the Company's expectations regarding its level of indebtedness and associated interest expense impacts; the Company’s cost savings plans and the Company’s logistics optimization efforts; the estimated or anticipated future results and benefits of the Company’s plans and operations; the Company’s future capital structure; future opportunities for the Company; the effects of tariffs, inflation or supply chain disruptions on the Company or its business; statements regarding the Company’s project balance sheet and liabilities, including net leverage; and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties, and the Company’s business and actual results may differ materially. Some factors that could cause actual results to differ include, without limitation: our operation in an industry with high levels of competition and consolidation; our reliance on key customers and ability to obtain favorable contractual terms and protections with customers; changes in demand for our products driven by changes in consumer preferences and tastes or our ability to innovate or market our products effectively; changes in consumers’ loyalty to our brands due to factors beyond our control; impacts on our reputation caused by concerns relating to the quality and safety of our products, ingredients, packaging, or processing techniques; the potential that our products might need to be recalled if they become adulterated or are mislabeled; the loss of retail shelf space and disruption to sales of food products due to changes in retail distribution arrangements; our reliance on third parties to effectively operate both our direct-to-warehouse delivery system and our direct- store-delivery network system; the evolution of e-commerce retailers and sales channels; disruption to our manufacturing operations, supply chain, or distribution channels; the effects of inflation, including rising labor costs; shortages of raw materials, energy, water, and other supplies; changes in the legal and regulatory environments in which we operate, including with respect to tax legislation such as the One Big Beautiful Bill Act; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries, or investigations into our business; potential adverse effects or unintended consequences related to the implementation of our growth strategy; our ability to successfully identify and execute acquisitions or dispositions and to manage integration or carve out issues following such transactions; the geographic concentration of our markets; our ability to attract and retain highly skilled personnel (including risks associated with our recently announced executive leadership transition); impairment in the carrying value of goodwill or other intangible assets; our ability to protect our intellectual property rights; disruptions, failures, or security breaches of our information technology infrastructure; climate change or legal, regulatory or market measures to address climate change; our exposure to liabilities, claims or new laws or regulations with respect to environmental matters; the increasing focus and opposing views, legislation and expectations with respect to ESG initiatives; restrictions on our operations imposed by covenants in our debt instruments; our exposure to changes in interest rates; adverse impacts from disruptions in the worldwide financial markets, including on our ability to obtain new credit; our exposure to any new or increased income or product taxes; pandemics, epidemics or other disease outbreaks; our exposure to changes to trade policies and tariff and import/export regulations by the United States and other jurisdictions; potential volatility in our Class A Common Stock caused by resales thereof; our dependence on distributions made by our subsidiaries; our payment obligations pursuant to a tax receivable agreement, which in certain cases may exceed the tax benefits we realize or be accelerated; provisions of Delaware law and our governing documents and other agreements that could limit the ability of stockholders to take certain actions or delay or discourage takeover attempts that stockholders may consider favorable; our exclusive forum provisions in our governing documents; the influence of certain significant stockholders and members of Utz Brands Holdings, LLC, whose interests may differ from those of our other stockholders; and other risks and uncertainties set forth in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2024 and in the other reports we file with the U.S. Securities and Exchange Commission from time to time. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as otherwise required by law. Industry Information Unless otherwise indicated, information contained in this presentation or made orally during this presentation concerning the Company’s industry, competitive position and the markets in which it operates is based on information from independent research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from the Company’s internal research, and are based on assumptions made by the Company upon reviewing such data, and the Company’s experience in, and knowledge of, such industry and markets, which the Company believes to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which the Company operates, and the Company’s future performance are necessarily subject to uncertainty and risk due to a variety of factors, which could cause results to differ materially from those expressed in the estimates made by the independent parties and by the Company.
Disclaimer (cont.) 3 Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © or ® symbols, but we will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Projected Financial Information This presentation contains financial forecasts, which were prepared in good faith by the Company on a basis believed to be reasonable. Such financial forecasts have not been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). The Company’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purposes of their inclusion in this presentation, and accordingly, they have not expressed an opinion nor provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of the Company’s control, as discussed under Forward-Looking Statements above. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Non-GAAP Financial Measures This presentation includes certain financial measures not presented in accordance with GAAP including, but not limited to, Organic Net Sales, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted SG&A, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Normalized Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted COGS, Modified Free Cash Flow, Adjusted Free Cash Flow and Net Leverage Ratio, and certain ratios and other metrics derived therefrom. These non-GAAP financial measures do not represent financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations, earnings per share or other measures of profitability, liquidity or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to similarly-titled measures used by other companies. Reconciliations of these historical non-GAAP measures to the most directly comparable GAAP measures are set forth in the appendix to this presentation. We believe (i) these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the financial condition and results of operations of the Company to date; and (ii) the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. The non-GAAP financial measures are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. In addition, quantitative reconciliations are not available for the forward-looking GAAP financial measures used in this presentation without unreasonable efforts due to the high variability, complexity, and low visibility with respect to certain items which are excluded from Net Organic Sales, Adjusted EBITDA, Adjusted Earnings Per Share, and Net Leverage Ratio, respectively. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future financial results.
Business Overview Howard Friedman Chief Executive Officer 4
4Q’25 Solid Retail Sales Growth, Substantial Adj. Margin Expansion 5 o 4Q’25 Net Sales growth of 0.4% led by Branded Salty Snacks Organic Net Sales growth of 2.5%(1) o Retail Sales growth of +3.5%, led by Power Four Brands +5.3%; reported sales impacted by inventory de-stocking o Salty Snacks category(2) returned to growth with 1.1% retail sales increase o Dollar and Volume share gains, posting our 10th consecutive quarter of volume share growth o Productivity cost savings fueling Adj. Gross Profit Margin expansion of 560bps y/y o Adj. EBITDA growth of 17.5% y/y, driven by Adj. Gross Profit Margin o Guidance reflects continued sales growth above category, solid margin expansion, and accelerating free cash flow Note: See appendix for reconciliation of Utz Non-GAAP financial measures to most directly comparable GAAP measures. (1) Branded Salty Snacks sales as defined in 4Q’25 earnings press release dated Feb 12, 2026; excludes Independent Operator (“IO”) unreported sales. (2) Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25 compared to the 13-weeks ended 12/29/24 on a pro forma basis.
4Q’25 – Flattish Sales with Strong Adj. EBITDA Margin and Adj. EPS Growth 6 Adj. EBITDA (in millions) 4Q’23 4Q’24 4Q’25 $49.4 $53.1 $62.4 Note: See appendix for reconciliation of Utz Non-GAAP financial measures to most directly comparable GAAP measures. (1) Not adjusted for acquisitions, divestitures (2) Compound annual growth rates referenced are on a two-year basis Adj. EPS $0.16 $0.22 $0.26 4Q’23 4Q’24 4Q’25 Organic Net Sales (in millions) 4Q’23 4Q’24 4Q’25 $341.0 $341.0 $342.2 +27.5% CAGR+12.3% CAGR+0.2% CAGR (1) (1) +17.5%+0.4% +18.2% (1) (2) (2) (2)
Continue to Deliver Best-in-Class Productivity Savings 7 Productivity Savings (1) Represents cost savings realized during each 52-week or 53-week fiscal year as a percentage of prior fiscal year Adjusted COGS. Refer to reconciliations for Adjusted COGS in the appendix. (2) Pro Forma for acquisitions. (3) 2020 represents the 53-week period ended 1/3/21, consisting of the Predecessor period from 12/30/19 through 8/28/20 and the Successor period from 8/29/20 through 1/3/21; 2021 represents the 52-week period ended 1/2/22 for the Successor; and 2022 represents the 52-week period ended 1/1/23 for the Successor. 2020 2021 2022 2023 2024 2025 1% 2% 3% 4% 6% 7% (1)(2)(3)
8Note: See appendix for reconciliation of Utz Non-GAAP financial measures to most directly comparable GAAP measures. Note: Branded Salty Snacks is defined as Power Four Brands and Other Brands. Power Four Brands consist of the Utz® brand, On The Border®, Zapp’s®, and Boulder Canyon®. Other Brands include Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim’s Cascade®, Dirty Potato Chips®, TGI Fridays® and Vitner's®. Sales Led by Solid Dollar and Volume/Mix Gains in Branded Salty Snacks Non-Branded & Non-Salty Snacks (11% of Net Sales) Total Company -0.1% 0.5% 0.4% 2.1% 0.4% 2.5% -15.1% 0.3% -14.8% (4Q’25 % YoY Change) Volume/Mix Price Total Net Sales Growth Driverso Total Net Sales growth of +0.4% with volume/mix -0.1% and price +0.5% o Branded Salty Snacks Organic Net Sales growth of +2.5%, led by Boulder Canyon® o Non-Branded & Non-Salty Net Sales declines due to Partner Brands and Dips & Salsa Branded Salty Snacks (89% of Net Sales)
1Q’24 2Q’24 3Q’24 4Q’24 1Q’25 2Q’25 3Q’25 4Q’25 4.7% 2.3% 3.8% 3.1% 4.9% 5.4% 5.8% Continued Growth of Branded Salty Snacks 9 Branded Salty Snacks Quarterly Organic Net Sales Growth (%YoY Change) Note: See appendix for reconciliation of Utz Non-GAAP financial measures to most directly comparable GAAP measures. Note: Branded Salty Snacks is defined as Power Four Brands and Other Brands. Power Four Brands consist of the Utz® brand, On The Border®, Zapp’s®, and Boulder Canyon®. Other Brands include Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim’s Cascade®, Dirty Potato Chips®, TGI Fridays® and Vitner's®. 89% 11% 4Q’25 Organic Net Sales Mix Branded Salty Snacks Non-Branded, Non-Salty Snacks Destocking Impact 2.5%
Ten Consecutive Quarters of Retail Volume Growth in Salty Snacks Category, Driven by Power Four Brands 10 3Q’23 4Q’23 1Q’24 2Q’24 3Q’24 4Q’24 1Q’25 2Q’25 3Q’25 4Q’25 0.5% 4.4% 4.9% 4.7% 5.7% 4.5% 3.8% 1.6% 1.0% -0.6% 2.1% 0.8% 5.7% 0.0% 4.3% 3.3% 3.0% 4.8% 0.5% 3.5% %YoY Retail Volume Growth %YoY Retail Dollar Growth Source: Retail sales are Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25; % YoY growth compared to the 13-weeks ended 12/29/24 on a pro forma basis. Utz Retail Sales breakdown is Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25.
Our Power Four Brands Continued to Gain Share in 4Q’25 11 4Q’25 MULO+ w/Convenience YoY Growth 0.3% 0.5% 1.5% Retail Volume (lbs.) Total Salty Category Total Company Power Four Brands 0.8% 3.1% 3.8% Retail Price/lb. 1.1% 3.5% 5.3% Retail Sales $ Source: Retail sales and volume are Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25; % YoY growth compared to the 13-weeks ended 12/29/24 on a pro forma basis. (1) Measured using MULO+ w/Convenience and Company 4Q’25 internal Net Sales data. May not sum due to rounding o Dollar and volume share gains for total Company and Power Four Brands, driven by Boulder Canyon® o Growth led by Expansion Geographies driven by distribution and velocity gains o Retail price per pound increased primarily due to product mix
4Q’25 Core Geographies YoY Retail Growth Retail Volume (lbs.) Source: Retail sales and volume are Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25; % YoY growth compared to the 13-weeks ended 12/29/24 on a pro forma basis. Macro Headwinds in our Core Geographies, Power Four Gaining Share 12 Total Salty Category Total Company Power Four Brands 1.1% 0.5% 1.8% 0.2% -2.4% -1.7% Retail Sales $ o Dollar share and volume share loss in Core Geographies, as these markets impacted disproportionately by SNAP delays and government shutdown o Dollar and volume share growth in Boulder Canyon®, Golden Flake® Pork Rinds & Utz® cheese o Strategic revenue management actions taken to better balance price and volume growth in Core Geographies
Continued Growth in Expansion Geographies 13 o Tenth consecutive quarter of both dollar and volume share gains o Gained dollar and volume share for total Company and Power Four Brands o Growth driven by distribution and velocity gains o Strong dollar growth across Utz®, Boulder Canyon® and Golden Flake® Pork Rinds 4Q’25 Expansion Geographies YoY Retail Growth Retail Volume (lbs.) Total Salty Category Total Company Power Four Brands 1.1% 7.3% 10.1% 0.4% 3.7% 5.1% Retail Sales $ Source: Retail sales and volume are Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25; % YoY growth compared to the 13-weeks ended 12/29/24 on a pro forma basis.
Significant Geographic White Space Opportunity Remains 14 Utz Core and Expansion Geographies FL NM DE MD TX OK KS NE SD NDMT WY COUT ID AZ NV WA CA OR KY ME NY PA VT NH MA RI CT WV INIL NC TN SC ALMS AR LA MO IA MN WI NJ GA DC VA OH MI HI AK Executing a proven playbook o Gained volume and dollar share in Expansion Geographies in Q4, Core Geographies believed to have greater impact from SNAP delays and government shutdown o Growing dollar share in nearly all Expansion Geographies o Four seasoned Expansion Geographies have achieved above 4% market share (FL, IL, CO, MO). Average retail dollar growth in these four markets (52 weeks) of 5.8% y/y(4) 55% of Utz Retail Sales(2) +0.5% vs. prior yr(1) 6.7% Market share(2) Core 45% of Utz Retail Sales(2) +7.3% vs. prior yr(1) 3.2% Market share(2) Expansion 20 States(3) 30 States Source: Retail sales are Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25. (1) Circana Total US MULO+ w/convenience Retail Sales, custom Utz Brands hierarchy, 13-weeks ended 12/28/25. (2) Circana Total US MULO+ w/convenience Retail Sales, custom Utz Brands hierarchy, 13-weeks ended 12/28/25. (3) Core markets include 20 states and the District of Columbia, which is reported in Maryland. (4) Circana Total US MULO+ w/convenience Retail Sales, custom Utz Brands hierarchy, 52-weeks ended 12/28/25.
4%10%14%18%41% % of UBI Retail Sales Source: Retail sales are Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25; % YoY growth compared to the 13-weeks ended 12/29/24 on a pro forma basis. Utz Retail Sales breakdown is Circana Total US MULO+ w/convenience, custom Utz Brands hierarchy, 13-weeks ended 12/28/25. 4Q’25 Sub-Category Retail Sales YoY Growth Potato Chips Tortilla Chips Pretzels Cheese Snacks Pork Rinds -0.2% 11.3% 1.1% -3.9% 6.4% 1.0% 2.2% 3.6% -2.3% 7.9% 15 Share Gains in Potato Chips, Cheese, and Pork Total Sub-Category
Increasing Household Penetration and Adding Buyers at Strong Repeat Rates 16 Utz Household Penetration Utz Buyers (millions) Total Utz Buyer Repeat Rate Source: Circana Scan Panel Total U.S. All Outlets 52-weeks data through 12/28/25 compared to the 52-weeks ended 12/29/24. Note: Amounts may not sum due to rounding. 35 40 45 50 55 2024 2025 48.5% 50.2% 60 65 70 75 2024 2025 69.4% 70.2% 63.1 65.7 45 50 55 60 65 70 2024 2025 Total Company Salty Snack Category +164bps +2bps +2.6M +0.8M +80bps +1bps +137bps +18bps +2.2M +1.0M +10bps +10bps Latest 52-weeks
Financial Review BK Kelley Chief Financial Officer 17
4Q’25 Financial Results Summary o Organic Net Sales +0.4% o Volume/mix -0.1% and +0.5% price o Branded Salty Snacks Organic Net Sales +2.5% o Adj. Gross Profit Margin expansion of +560bps o Benefits from productivity programs net of inflation o Adj. SG&A Expense increase of +18.9% o Increase in marketing, selling, and capabilities to support growth o Adj. EBITDA increased 17.5% to $62.4M o Adj. EBITDA Margin increased by 260bps o Adj. EPS increase of 18.2% to $0.26 o Higher Adj. EBITDA and lower taxes, partially offset by higher interest expense YoY Change 4Q’244Q’25 13-weeks Ended December 29, 2024 13-weeks ended December 28, 2025 In $ millions, except per share amounts +0.4%341.0342.2Net Sales +0.4%341.0342.2Organic Net Sales +18.7%105.3125.0Adj. Gross Profit +560 bps30.9%36.5%% of Net Sales 18.9%52.562.4Adj. SG&A Expense +280 bps15.4%18.2%% of Net Sales 17.5%53.162.4Adj. EBITDA +260 bps15.6%18.2%% of Net Sales 16.0%32.437.6Adj. Net Income 18.2%$0.22$0.26Adj. EPS 18 Note: See appendix for reconciliation of Non-GAAP financial measures to most directly comparable GAAP measures. Note: Amounts may not sum due to rounding.
19 4Q’25 Net Sales YoY Growth Decomposition Note: See appendix for reconciliation of Non-GAAP financial measures to most directly comparable GAAP measures. Net Price -0.1% Vol/Mix 4Q ’25 Total Net Sales Growth 0.5% 0.4% o Volume/Mix decline of -0.1% o Branded Salty Snacks volume/mix growth of +2.1%, led by Power Four Brands o Non-Branded & Non-Salty Snacks volume/mix decline of 15.1% primarily due to Partner Brands and Dips & Salsas o Pricing impact of +0.5% o Intentional efforts to strategically implement revenue management actions and manage price gaps where appropriate 4Q’25 Net Sales Bridge
4Q’25 Adjusted EBITDA Margin Change Decomposition 4Q’25 Adj. EBITDA Margin Bridge 20 o Continued productivity savings across manufacturing/logistics and procurement, partially offset by supply chain costs and inflation o Pricing positive given revenue management actions in the quarter o Higher marketing spend to support continued Branded Salty Snacks volume growth, 72% y/y increase o Higher SG&A Expense primarily to support capabilities and distribution growth in Expansion geographies Note: See appendix for reconciliation of Non-GAAP financial measures to most directly comparable GAAP measures. Note: Amounts may not sum due to rounding. (1) Represents savings realized during 4Q’25 as a % of prior year Net Sales. (2) Including investments in expansion and y/y inflation (0.7%) Vol/Mix 0.3%15.6% 18.2% Pricing 6.2% Productivity Savings(1) (2.0%) Other Supply Chain Costs(2) (0.8%) Marketing Expense (0.4%) 4Q ’24 4Q ’25Selling & Admin Expense
Cash Flow and Balance Sheet Highlights As of January 1, 2023 Cash Flow Highlights 52-Weeks Ended December 28, 2025 $112.2MNet Cash Provided By Operations $102.8MCapital Expenditures $37.7MDividends and Distributions Paid(1) Balance Sheet Highlights As of December 28, 2025 $120.4MCash and Cash Equivalents $862.2MGross Debt(2) $741.8MNet Debt(3) 3.4xNet Leverage Ratio(4) 21 Note: See appendix for reconciliation of Non-GAAP financial measures to most directly comparable GAAP measures. (1) Includes $15.4M of distributions to non-controlling interest holders, special excess cash dividends of $0.9M and $0.4M of dividend equivalents on equity awards. (2) Includes Term Loan B, Real Estate Loan, ABL Facility, Equipment Loans, and Finance Leases. Excludes amounts related to guarantees on IO loans which are collateralized by routes. The Company has the ability to recover substantially all of the outstanding IO loan value in the event of a default scenario, which historically has been uncommon. (3) Reflects Gross Debt less Cash. (4) Net Leverage Ratio is a Non-GAAP financial measure and is Net Debt divided by last 52-weeks Adjusted EBITDA. (5) Includes cash on hand of $120.4 million and $119.7 million available under the Company’s revolving credit facility. o Cash flow reflects seasonal working capital release and other working capital efficiency initiatives o Capital investments to support manufacturing plant automation and Kings Mountain build-out o Ample liquidity of ~$240.1M as of December 28, 2025(5) o Net Leverage Ratio of 3.4x, lower versus 2024 exit rate of 3.6x
2026 – An Inflection Point in our Evolution 22 o Planning for top-line growth profitably ahead of category, driven by Expansion Markets (entering California, growing the remainder), Boulder Canyon space gains and innovation, and increased marketing support o Completing supply chain investment cycle; 2026 capital expenditures expected at ~$60M-$65M o Normalizing productivity savings (% of Adjusted COGS) at best-in-class levels of ~4% o Accelerating Adjusted Free Cash Flow of $60M-$80M which will further support deleverage o Adjusted EPS growth impacted by D&A and tax; long-term expected to grow in-line with Adjusted EBITDA excluding capital allocation
Note: Quantitative reconciliations are not available for the forward-looking Non-GAAP financial measures used herein without unreasonable efforts due to the high variability, complexity, and low visibility with respect to certain items which are excluded from Organic Net Sales, Adjusted EBITDA, Net Leverage Ratio, normalized GAAP basis tax expense, excluding one-time items, and Adjusted Earnings Per Share, respectively. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future financial results. Key AssumptionsGuidance RangeMetric Assumes flat category at midpoint. Continued Branded Salty Snacks growth, particularly the Power Four Brands, California expansion launch late Q1 2026. Excludes 53rd week. +2% to 3% Organic Net Sales Growth Includes higher base of Adjusted COGS due to Q4 2025 reclassification of delivery and certain DSD network costs. ~4%Productivity % of Adj. COGs Adjusted EBITDA margin expansion , fueled by productivity of ~4% (Adjusted COGS) and product mix, partially offset by inflation and modest reinvestment. Includes $4m-$6m to support California launch. Includes 53rd week. +5% to 8%Adj. EBITDA Growth Adj. EPS impacted by ~$13m of higher D&A, higher interest and an increased tax rate. The impact of higher D&A, interest and tax rate estimated to be approximately ~12c at midpoint of guidance ranges in 2026. Long-term, Adj. EPS is expected to grow in-line with Adj. EBITDA, excluding buybacks. Includes 53rd week. (3%) to (6%)Adj. EPS Growth Assumes lower capex, substantial decline in transformation and restructuring costs, and sales of certain excess real estate. Adjusted Free Cash Flow defined as Cash Flow From Operations Less Capex + Net Sales of Property & Equipment. $60M-$80MAdjusted Free Cash Flow 53rd week in Q4 2026 will benefit Reported Net Sales by ~$20m, Adj. EBITDA by ~3m, and Adj. EPS by ~2c. 53rd Week Introducing Full Year 2026 Outlook 23
Note: Quantitative reconciliations are not available for the forward-looking Non-GAAP financial measures used herein without unreasonable efforts due to the high variability, complexity, and low visibility with respect to certain items which are excluded from Organic Net Sales, Adjusted EBITDA, Net Leverage Ratio, normalized GAAP basis tax expense, excluding one-time items, and Adjusted Earnings Per Share, respectively. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future financial results. (1) Normalized GAAP basis tax expense, which excludes one-time items. Key AssumptionsGuidance Range Additional Outlook Assumptions: ~$13m increase (at midpoint) in D&A from prior year due to 2025 capital projects in service for entirety of 2026. $93M-$97MDepreciation & Amortization Tax rate increase vs. ~16% prior year due to discrete 2025 tax benefits.17%-19%Effective Normalized Tax Rate(1) Higher costs associated with new Term Loan B swap. Assumes no paydown of Term Loan B. $47M-$49MInterest Expense Substantial normalization with ~20% allocated to maintenance and ~80% allocated to productivity/cost savings and select growth initiatives. $60M-$65MCapital Expenditures Adj. EBITDA growth and accelerated cash generation.3.0x-3.2xNet Leverage Ratio Introducing Full Year 2026 Outlook 24
Appendix 25
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 26
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 27
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 28
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Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 30 (1) Interest Income (IO Loans) refers to interest income that we earn from IO notes receivable that has resulted from our initiatives to transition from RSP distribution to IO distribution. (“Business Transformation Initiatives”). There is a note payable recorded that mirrors most IO notes receivable, and the interest expense associated with the notes payable is part of the Interest Expense, Net adjustment. (2) Certain Non-Cash Adjustments are comprised primarily of the following: Incentive programs – The Company incurred $15.6 million and $17.6 million of share-based compensation expense for awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan (the “OEIP”) for the fiscal year ended December 28, 2025 and the fiscal year ended December 29, 2024, respectively. Loss on impairment — The Company recorded an impairment charge of $0.6 million during the fiscal year ended December 28, 2025. Purchase commitments and other adjustments –We have purchase commitments for specific quantities at fixed prices for certain of our products’ key ingredients. To facilitate comparisons of our underlying operating results, this adjustment was made to remove the volatility of purchase commitment related unrealized gains and losses. The adjustment related to purchase commitment and other adjustments, including cloud computing, were $10.6 million and $4.3 million for the fiscal year ended December 28, 2025 and the fiscal year ended December 29, 2024, respectively. (3) Acquisitions, Divestitures and Investments – This is comprised of start-up costs, consulting, transaction services, and legal fees incurred for acquisitions and certain potential acquisitions, in addition to expenses associated with integrating recent acquisitions and costs related to divestitures. These acquisitions and divestitures include assets related to our supply chain consolidation and transformation. Such expenses were $22.8 million for fiscal year ended December 28, 2025. Such expenses were $20.9 million for the fiscal year ended December 29, 2024, as well as a gain of $44.0 million related to the Good Health and R.W. Garcia Sale. (4) Business Transformation Initiatives – This adjustment is related to start-up costs, consulting, professional, and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations. The adjustment also includes initiatives and structural changes related to our supply chain transformation. In addition, gains and losses realized from the sale of distribution rights to IOs and the subsequent disposal of trucks, severance costs associated with the elimination of RSP positions, and enterprise planning system transition costs, fall into this category. The Company incurred such costs of $65.4 million for the fiscal year ended December 28, 2025 and $28.1 million for the fiscal year ended December 29, 2024. (5) Financing-Related Costs – These costs include adjustments for various items related to raising debt and equity capital or debt extinguishment costs. (6) Gains and Losses on Remeasurement of Warrant Liabilities - In August 2025, the Warrants were fully exercised in a cashless exchange resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock. At the time of exercise the corresponding liability was extinguished, and the fair value of Warrants was recorded as an increase to equity.
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 31
Appendix Additional Reconciliations as Previously Disclosed 32
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 33
Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 34
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Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures 38