Utz Brands, Inc 10-Q for FY2025 Q3
Utz Brands, Inc. (UTZ)
10-Q
2025-10-30
For: 2025-09-28
View Original
Added on
April 12, 2026
About this 10-Q
Utz Brands, Inc filed this 10-Q on October 30, 2025, covering the quarter ended September 28, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $377.8M
- up 3.4% from $365.5M a year earlier
- Net loss
- $14.7M
- compared with a net loss of $2.2M a year earlier
- Diluted EPS
- -$0.17
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
| OR | |||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | |||||
(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
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
As of October 27, 2025, 87,509,774 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and 55,349,000 shares of Class V Common Stock, par value $0.0001 per share (“Class V Common Stock”), were issued and outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Specifically, forward-looking statements may include statements relating to:
•The Company's future financial position, capital structure, indebtedness, business strategy, opportunities and plans and objectives of management for future operations, including with respect to promotional activities and efforts to build sustainable long-term demand for the Company's products;
•The benefits of the Company's acquisitions, dispositions and similar transactions;
•The likelihood of the Company completing contemplated acquisitions, dispositions and similar transactions;
•The future operating and financial performance of the Company;
•Expansion plans and opportunities;
•Cost savings plans and network optimization strategies;
•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 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; and
•Other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” "forecast,” "intend,” "expect,” “anticipate,” “believe,” “seek,” “target” "goal," "on track" or similar expressions.
These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, reflect Company management’s current expectations, forecasts and assumptions and involve a number of judgments regarding known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update, add to or otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s results or performance may be materially different from those expressed or implied by these forward-looking statements. 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.
| Table of Contents | |||||
| Page | |||||
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Utz Brands, Inc.
CONSOLIDATED BALANCE SHEETS
September 28, 2025 and December 29, 2024
(In millions, except share information)
As of September 28, 2025 | As of December 29, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Current portion of notes receivable | |||||||||||
| Total current assets | |||||||||||
| Non-current Assets | |||||||||||
| Assets held for sale | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Non-current portion of notes receivable | |||||||||||
| Other assets | |||||||||||
| Total non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Current portion of term debt | $ | $ | |||||||||
| Current portion of other notes payable | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other | |||||||||||
| Current portion of warrant liability | |||||||||||
| Total current liabilities | |||||||||||
| Non-current portion of term debt and revolving credit facility | |||||||||||
| Non-current portion of other notes payable | |||||||||||
| Non-current accrued expenses and other | |||||||||||
| Deferred tax liability | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| Equity | |||||||||||
Shares of Class A Common Stock, $ | |||||||||||
Shares of Class V Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024
(In millions, except share information)
(Unaudited)
| Thirteen weeks ended September 28, 2025 | Thirteen weeks ended September 29, 2024 | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, distribution, and administrative expenses | |||||||||||||||||||||||
| Selling and distribution | |||||||||||||||||||||||
| Administrative | |||||||||||||||||||||||
| Total selling, distribution, and administrative expenses | |||||||||||||||||||||||
| (Loss) gain on sale of assets, net | ( | ( | ( | ||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other (loss) income, net | |||||||||||||||||||||||
| Gain on sale of business | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt extinguishment | ( | ( | |||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| (Loss) gain on remeasurement of warrant liability | ( | ( | ( | ||||||||||||||||||||
| Other (loss) income, net | ( | ( | ( | ||||||||||||||||||||
| (Loss) income before taxes | ( | ||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net (loss) income | ( | ( | |||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Net (loss) income attributable to controlling interest | $ | ( | $ | ( | $ | $ | |||||||||||||||||
Income per Class A Common stock: (in dollars) | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Weighted-average shares of Class A Common stock outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Change in fair value of interest rate swap | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Net comprehensive loss (income) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net comprehensive (loss) income attributable to controlling interest | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF EQUITY
For the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024
(In millions, except share information)
(Unaudited)
| Class A Common Stock | Class V Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity | Non-controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments of tax withholding requirements for employee stock awards | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred tax impact from divestiture | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Special excess cash dividend | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distribution | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class V to Class A Exchange | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred tax impact from divestiture | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Special excess cash dividend | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distribution | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 29, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 29, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class V to Class A Exchange | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3
| Class A Common Stock | Class V Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity | Non-controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payments of tax withholding requirements for employee stock awards | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Special excess cash dividend declared | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distribution | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercises of Warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 28, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Utz Brands, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the thirty-nine weeks ended September 28, 2025 and September 29, 2024
(In millions)
(Unaudited)
| Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Impairment and other charges | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on sale of business | ( | ||||||||||
| (Gain) loss on remeasurement of warrant liability | ( | ||||||||||
| Loss (gain) on sale of assets | ( | ||||||||||
| Loss on debt extinguishment | |||||||||||
| Share-based compensation | |||||||||||
| Deferred taxes | |||||||||||
| Deferred financing costs | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable and accrued expenses and other | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of intangibles | ( | ||||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Proceeds from sale of business | |||||||||||
| Proceeds from sale of routes | |||||||||||
| Proceeds from the sale of IO notes | |||||||||||
| Purchases of IO routes and other changes in note receivables | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings on line of credit | |||||||||||
| Repayments on line of credit | ( | ( | |||||||||
| Borrowings on term debt and notes payable | |||||||||||
| Repayments on term debt and notes payable | ( | ( | |||||||||
| Payment of debt issuance cost | ( | ( | |||||||||
| Payments of tax withholding requirements for employee stock awards | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Distribution to noncontrolling interest | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
Utz Brands, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition – The Company’s revenues primarily consist of the sale of salty snack items to customers, including supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military and other channels. The Company sells its products in most regions of the United States primarily through its direct-store delivery ("DSD") network, direct-to-warehouse shipments and third-party distributors. These revenue contracts generally have a single performance obligation. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product and other costs, some of which are recorded in Selling and distribution in the Consolidated Statements of Operations and Comprehensive Income (Loss). Amounts billed and due from customers are classified as accounts receivables and require payment on a short-term basis and, therefore, the Company does not have any significant financing components.
The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Applicable shipping and handling costs are included in customer billing and are recorded as revenue as the products’ control is transferred to customers. The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct.
6
Recently Issued Accounting Standards – In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles - Goodwill and Other - Internal Use Software - Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs that are accounted for under Subtopic 350-40. ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1) Management has authorized and committed to funding the software project and 2) It is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods with early adoption permitted, and can be applied either on a prospective, modified transition or retrospective basis. The Company is currently assessing the impact that ASU 2025-06 will have on its financial statements and disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company is currently evaluating the impact of ASU 2025-05 on its financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments can be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's footnote disclosures.
2.DIVESTITURES
On February 5, 2024, the Company sold certain assets and brands to affiliates of Our Home™, an operating company of Better-for-You brands (“Our Home”). Under the agreement, affiliates of Our Home purchased the Good Health and R.W. Garcia brands, the Lincolnton, NC and Lititz, PA manufacturing facilities and certain related assets and assumed the Company’s Las Vegas, NV facility lease and manufacturing operations (the "Good Health and R.W. Garcia Sale") for $167.5 million, subject to customary adjustments.
The following table summarizes the net assets and liabilities included in the Good Health and R.W. Garcia Sale on February 5, 2024:
(in millions) | ||||||||
Property, plant, and equipment, net | $ | |||||||
Goodwill | ||||||||
Intangible assets, net | ||||||||
Net working capital adjustments | ||||||||
Net assets sold | $ | |||||||
The Company recognized a gain on the Good Health and R.W. Garcia Sale of $44.0 million. The gain on the Good Health and R.W. Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirty-nine weeks ended September 29, 2024. On April 22, 2024, the Company sold to Our Home its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets (the “Manufacturing Facilities Sale”).
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The Company and Our Home were operating under transition services agreements related to each of the Good Health and R.W. Garcia Sale and the Manufacturing Facilities Sale, which expired during the first half of 2025. In addition, the parties will continue to operate under reciprocal co-manufacturing agreements pursuant to which Our Home co-manufactures certain of the Company's products and the Company co-manufactures certain Good Health products. Certain Good Health products continue to be distributed and sold on the Company's DSD network for Our Home pursuant to a distribution agreement. The Company received approximately $18.7 million in advance from Our Home for certain terms under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements.
3.INVENTORIES
Inventories consisted of the following:
(in millions) | As of September 28, 2025 | As of December 29, 2024 | ||||||||||||
| Finished goods | $ | $ | ||||||||||||
| Raw materials | ||||||||||||||
| Maintenance parts | ||||||||||||||
| Total inventories | $ | $ | ||||||||||||
4.PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, consisted of the following:
(in millions) | As of September 28, 2025 | As of December 29, 2024 | ||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings | ||||||||||||||
| Machinery and equipment | ||||||||||||||
| Land improvements | ||||||||||||||
| Building improvements | ||||||||||||||
| Construction-in-progress | ||||||||||||||
| Less: accumulated depreciation | ( | ( | ||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
Depreciation expense was $11.1 million and $8.2 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, and $32.4 million and $25.2 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. Depreciation expense is included in Cost of goods sold and Selling, distribution, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).
The Company intends to sell two buildings located in Hanover, PA and a tract of land located in Goodyear, AZ. The carrying value of these assets in the amount of $6.7 million has been reported as Assets held for sale on the Consolidated Balance Sheet as of September 28, 2025. No impairment has been recognized on these assets. The Company cannot provide assurance that it will be able to complete the sale of these assets on the terms currently contemplated, or at all, or that the proceeds from such sales will equal or exceed the carrying value of the assets. In addition, the Company announced in July 2025 the closure of its Grand Rapids, Michigan manufacturing facility. This closure is expected to be completed by early 2026.
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5.GOODWILL AND INTANGIBLE ASSETS, NET
A roll-forward of goodwill is as follows:
(in millions) | ||||||||
Balance as of December 29, 2024 | $ | |||||||
Balance as of September 28, 2025 | $ | |||||||
Intangible assets, net, consisted of the following:
(in millions) | As of September 28, 2025 | As of December 29, 2024 | ||||||||||||
| Subject to amortization: | ||||||||||||||
| Distributor/customer relationships | $ | $ | ||||||||||||
| Trademarks | ||||||||||||||
| Amortizable assets, gross | ||||||||||||||
| Accumulated amortization | ( | ( | ||||||||||||
| Amortizable assets, net | ||||||||||||||
| Not subject to amortization: | ||||||||||||||
| Trade names | ||||||||||||||
Route assets | ||||||||||||||
| Intangible assets, net | $ | $ | ||||||||||||
Amortization of distributor/customer relationships, technology and trade names amounted to $9.1 million and $9.0 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, and $27.1 million and $27.3 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The expense related to the amortization of intangibles is included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).
6.NOTES RECEIVABLE
Contracts are executed between the Company and its independent operators (“IOs”) for the sale of product distribution routes, including notes in favor of the Company, in certain cases. The notes bear interest at rates ranging from 7.00 % to 10.00 % with terms ranging generally from to ten years . The notes receivable balances due from IOs at September 28, 2025 and December 29, 2024 totaled $15.6 million and $13.8 million, respectively, and are collateralized by the routes for which the loans are made. The Company also sold certain notes to Bank of America and two other banks. The Company has a corresponding notes payable related to the sale of IOs notes receivables. See Note 11. Contingencies.
7.SUPPLY CHAIN FINANCE
The Company participates in a supply chain finance program with a certain financial institution. The program allows its suppliers to sell their receivables to the financial institution at the discretion of both parties on terms that are negotiated between the supplier and the financial institution. Pursuant to their agreement with the financial institution, certain suppliers may elect to be paid early at their discretion. The key terms of the supplier invoice, including the amounts due and scheduled payment dates, are not impacted by the Company’s suppliers’ decisions to sell their receivables under the program. The Company’s supply chain financing program obligations are classified as accounts payable, and the Company agrees to pay to the financial institution those invoices sold according to the the Company's standard terms. There are no assets pledged or other forms of guarantees associated with the program. The Company or the financial institution may terminate the program upon at least 30 days' notice.
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The balance of the obligations outstanding at the end of the reporting period are as follows:
| (in millions) | As of | |||||||
Balance as of December 29, 2024 | $ | |||||||
Invoices confirmed during the year. | ||||||||
Confirmed invoices paid during the year. | ||||||||
Balance as of September 28, 2025 | $ | |||||||
8.ACCRUED EXPENSES AND OTHER
Current accrued expenses and other consisted of the following:
| (in millions) | As of September 28, 2025 | As of December 29, 2024 | ||||||||||||
| Accrued compensation and benefits | $ | $ | ||||||||||||
| Operating right of use liability | ||||||||||||||
| Insurance liabilities | ||||||||||||||
| Tax Receivable Agreement liability | ||||||||||||||
| Accrued freight and manufacturing related costs | ||||||||||||||
| Accrued dividends and distributions | ||||||||||||||
| Accrued interest | ||||||||||||||
| Deferred transition services and other fees (a) | ||||||||||||||
| Other accrued expenses | ||||||||||||||
| Total accrued expenses and other | $ | $ | ||||||||||||
(a) See Note 2. Divestitures, for further discussion.
Non-current accrued expenses and other consisted of the following:
| (in millions) | As of September 28, 2025 | As of December 29, 2024 | ||||||||||||
| Operating right of use liability | $ | $ | ||||||||||||
Tax Receivable Agreement liability | ||||||||||||||
| Supplemental retirement and salary continuation plans | ||||||||||||||
| Long-term portion of an interest rate hedge liability | ||||||||||||||
| Total accrued expenses and other | $ | $ | ||||||||||||
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9.TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE
Term Debt and Revolving Credit Facility
The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A. ("Term Loan B"). On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $630.3 million outstanding term loans thereunder, reduce the interest rate from the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.75 % to SOFR plus the applicable rate of 2.50 % and extend the maturity date from January 20, 2028 to January 29, 2032, as well as to make certain other changes. Other material terms of the Term Loan B remain unchanged. The Company recorded a loss on debt extinguishment of $0.5 million related to the refinancing of its Term Loan B in its Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirty-nine weeks ended September 28, 2025.
Term debt and revolving credit facilities consisted of the following:
Debt (in millions) | Original Principal Balance | Maturity Date | As of September 28, 2025 | As of December 29, 2024 | ||||||||||||||||||||||
| Term Loan B | $ | January-32 | $ | $ | ||||||||||||||||||||||
Real Estate Term Loan (1) | $ | October-32 | ||||||||||||||||||||||||
Equipment loans (2) | $ | |||||||||||||||||||||||||
| Asset based lending (“ABL”) facility | July-28 | |||||||||||||||||||||||||
| Net impact of debt issuance costs and original issue discount | ( | ( | ||||||||||||||||||||||||
| Total long-term debt | ||||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Long term portion of term debt and financing obligations | $ | $ | ||||||||||||||||||||||||
(1) Loan by City National Bank which is secured by a majority of the real estate assets of the Company ("Real Estate Term Loan").
(2) Equipment loans have varying maturities from June 2026 to October 2030.
Other Notes Payable and Finance Leases
Amounts outstanding under notes payable and finance leases consisted of the following:
(in millions) | As of September 28, 2025 | As of December 29, 2024 | ||||||||||||
| Note payable – IO notes | $ | $ | ||||||||||||
| Finance lease obligations | ||||||||||||||
| Other | ||||||||||||||
| Total notes payable | ||||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| Long term portion of notes payable | $ | $ | ||||||||||||
Interest Expense
Interest expense consisted of the following:
| (in millions) | Thirteen weeks ended September 28, 2025 | Thirteen weeks ended September 29, 2024 | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||||||||||||||
| Company’s long-term debt | $ | $ | $ | $ | ||||||||||||||||||||||
| Amortization of deferred financing fees | ||||||||||||||||||||||||||
| IO loans | ||||||||||||||||||||||||||
| Total interest | $ | $ | $ | $ | ||||||||||||||||||||||
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10.DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS, WARRANTS AND FAIR VALUE
Derivative Financial Instruments
The Company uses interest rate swaps to manage its interest rate exposure on its Term Loan B and its Real Estate Term Loan. The interest rate swaps are recorded in the Company’s Consolidated Balance Sheets at fair value. See Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable. The interest rate swaps are designated as cash flow hedges under ASC 815-20 and are included in the Company’s Consolidated Balance Sheets at fair value. Changes in the fair value of the effective portion of the hedges are recorded in Accumulated Other Comprehensive Income and reclassified into Interest Expense in the same period the hedged items affect earnings. The portion of the derivative that is no longer designated as a hedge is accounted for at fair value with mark-to-market adjustments recorded immediately in earnings. Cash flows associated with derivatives are reported in Net cash provided by operating activities in the Consolidated Statements of Cash Flows. In September 2025, the Company terminated the previously existing swap agreement associated with the Term Loan B, resulting in the receipt of cash proceeds totaling $12.1 million which was recorded to Other comprehensive income (loss) and amortized into earnings over the remaining term of the loan. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $500.0 million. This agreement is scheduled to mature on December 31, 2028. Under the terms of this agreement, the Company is obligated to make periodic payments at the fixed interest rate of 3.23 %, while receiving periodic payments based on the one-month SOFR from the counterparty. The interest rate swap is designated as cash flow hedge under ASC 815-20.
Warrant Liabilities
As of December 29, 2024, there were 7,200,000 five years . 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. A reconciliation of the changes in the warrant liability during the thirty-nine weeks ended September 28, 2025 is as follows:
| (in millions) | ||||||||
| Fair value of warrant liabilities as of December 29, 2024 | $ | |||||||
| Gain on remeasurement of warrant liability | ( | |||||||
| Fair value of warrant liabilities as of June 29, 2025 | $ | |||||||
Loss on remeasurement of warrant liability(1) | ||||||||
| Exercise of Warrants | ( | |||||||
| Fair value of warrant liabilities as of September 28, 2025 | $ | |||||||
(1) Loss on remeasurement relates to the period from June 30, 2025 through the exercise date in August 2025.
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Purchase Commitments
The Company has outstanding purchase commitments for specific quantities at fixed prices for certain key ingredients to economically hedge commodity input prices. These purchase commitments totaled $87.2 million as of September 28, 2025 and $61.1 million as of December 29, 2024. The Company accrues for losses on firm purchase commitments in a loss position at the end of each reporting period to the extent that there is an active observable market. The Company has recorded purchase commitment (losses) gains totaling $(0.2 ) million and $(0.8 ) million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, and $1.5 million and $0.1 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.
Fair Value
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of September 28, 2025:
| (in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Commodity contracts | ||||||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Debt | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of December 29, 2024:
| (in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Commodity contracts | ||||||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Warrants | ||||||||||||||||||||||||||
| Debt | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
11.CONTINGENCIES
Litigation Matters
While the Company is involved in litigation and other matters incidental to the conduct of its business, the results of such matters, in the opinion of management, are not likely to be material to the Company’s financial condition, results of operations or cash flows.
Guarantees
The Company partially guarantees loans made to IOs by Bank of America for the purchase of routes. The outstanding balance of loans guaranteed that were issued by Bank of America was $63.5 million at both of September 28, 2025 and December 29, 2024, which loans are accounted for as off balance sheet arrangements. As discussed in Note 6. Notes Receivable, the Company
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also sold notes receivable on its books to Bank of America during fiscal years 2025 and 2024, which the Company partially guarantees. The outstanding balance of notes purchased by Bank of America at September 28, 2025 and December 29, 2024 was $13.0 million and $11.7 million, respectively. Due to the structure of the transactions, the sales did not qualify for sale accounting treatment, and as such the Company records the notes payable obligation owed by the IOs to the financial institution on its Consolidated Balance Sheets; the corresponding notes receivable also remain in the Company’s Consolidated Balance Sheets. The maximum amount of future payments the Company could be required to make under these guarantees equates to 25 % of the outstanding loan balance on the first day of each calendar year plus 25 % of the amount of any new loans issued during such calendar year.
Additionally, the Company guarantees loans for the purchase of routes made by two other banks. The outstanding balance of these loans was $0.9 million and $1.5 million at September 28, 2025 and December 29, 2024, respectively, of which $0.8 million and $1.3 million was included in the Company's Consolidated Balance Sheets at September 28, 2025 and December 29, 2024, respectively. The maximum amount of future payments the Company could be required to make under these guarantees equates to 25 % of the outstanding loan balance.
All of the above IO loans are collateralized by the routes for which the loans are made. Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default.
12.SUPPLEMENTARY CASH FLOW INFORMATION
| (in millions) | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||
| Refunds related to income taxes | $ | $ | ||||||||||||
| Payments for income taxes | $ | $ | ||||||||||||
| Non-cash finance lease additions | $ | $ | ||||||||||||
| Non-cash operating lease additions | $ | $ | ||||||||||||
The Company presents the gain on the sale of disposals of property and equipment, and the gain on the sale of routes within (Loss) gain on sale of assets within the Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statement of Cash Flows.
13.INCOME TAXES
The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of Utz Brands Holdings, LLC, an affiliate of the Company (“UBH”), as well as any standalone income or loss that UBI generates. UBH is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, UBH taxable income or loss is passed through to its members, including UBI. Despite its partnership treatment, UBH is liable for income taxes in those states that do not recognize its pass-through status and for certain of its subsidiaries that are not taxed as pass-through entities. The Company has acquired various domestic entities taxed as corporations, which are now wholly owned by us or our subsidiaries. Where required or allowed, these subsidiaries also file and pay taxes as a consolidated group for federal and state income tax purposes. The Company anticipates this structure to remain in existence for the foreseeable future.
The Company recorded income tax expense of $13.4 million and $9.6 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively. Comparably, the Company recorded income tax expense of $0.2 million and $25.4 million for the thirteen and thirty-nine weeks ended September 29, 2024, respectively. The effective tax rates for the thirteen and thirty-nine weeks ended September 28, 2025 were (197.1 )% and 184.6 %, respectively. Comparably, the effective tax rates for the thirteen and thirty-nine weeks ended September 29, 2024 were 20.0 % and 47.0 %, respectively. The Company’s effective tax rates differ from the federal statutory rate of 21% primarily because UBH, which is a partnership, is not taxed at the entity level, and is required to allocate some of its taxable results to the holders of noncontrolling interests ("Noncontrolling Interest Holders"), as well as state taxes and the fair value impact of warrant liabilities. During the thirteen and thirty-nine weeks ended September 28, 2025, the effective tax rate was impacted by an increase in valuation allowance, return to provision items, and statutory state tax rate changes, which resulted in discrete tax expense of $6.4 million and $7.2 million, respectively.
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The Company regularly evaluates valuation allowances established for deferred tax assets (“DTAs”) for which future realization is uncertain. The Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit the use of existing DTAs. As of September 28, 2025, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. The Company determined that there is uncertainty regarding the utilization of certain DTAs such as the investment in UBH, federal operating losses subject to annual limitations due to “change in ownership” provisions, and state net operating losses where the Company does not expect to continue to have nexus. Therefore, a valuation allowance has been recorded against the DTAs for which it is more likely than not they will not be realized.
Additionally, the Company has deferred tax liabilities (“DTLs”) related to its investment in UBH that will not reverse in the ordinary course of business and will only reverse when UBH is sold or liquidated. The Company has no intention of disposing of or liquidating UBH and therefore has not considered the indefinite lived DTL as a source of income to offset other DTAs. In weighing positive and negative evidence, both objective and subjective, including its twelve-quarter cumulative loss, the Company has recorded a full valuation allowance against its DTAs related to net operating losses and deductible book/tax differences and recorded a DTL primarily related to the book over tax basis in the investment in UBH that will not reverse in the ordinary course of business. The Company considered that an indefinite lived DTL may be considered as a source of taxable income for an indefinite lived DTA; however, given our indefinite lived DTL will only reverse upon sale or liquidation, the Company determined that it was more appropriate to record a valuation allowance against its DTAs. The amount of DTAs considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth.
As of September 28, 2025, tax years 2021 through 2025 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2020 through 2025 remain open and subject to examination in selected states that have a four-year statute of limitations.
Upon audit, tax authorities may challenge all or part of a tax position. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the period in which a final determination is made. The Company did not maintain any unrecognized tax benefits as of September 28, 2025 or December 29, 2024.
Tax receivable agreement liability
Pursuant to an election under section 754 of the Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase units of UBH from a third party then holding common and preferred interests of noncontrolling interests and purchased units of UBH from noncontrolling interests in our business combination in 2020. Following the 2020 business combination, the Noncontrolling Interest Holders have the option to exchange common limited liability company units of UBH ("Common Company Units") along with the forfeiture of a corresponding number of shares of Class V Common Stock for a corresponding number of shares of Class A Common Stock. The Company intends to treat any such exchanges as direct purchases for U.S. federal income tax purposes, which is expected to further increase its share of the tax basis in the net assets of UBH. The increases in tax basis may reduce the amounts the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
The Company entered into the Tax Receivable Agreement in connection with our business combination in 2020 (the “Tax Receivable Agreement” or “TRA”), which provides for the payment by the Company to Noncontrolling Interest Holders of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the business combination and any future exchanges by Noncontrolling Interest Holders of shares of Class V Common Stock for shares of Class A Common Stock; (ii) tax basis increases attributable to payments made under the TRA; and (iii) tax amortization deductions attributable to the acquisition of Kennedy Endeavors and the election to treat the transaction as an asset deal for tax purposes. The rights of each party under the TRA other than the Company are assignable, subject to certain restrictions. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.
As of September 28, 2025 and December 29, 2024, the Company had a liability of $23.5 million and $24.4 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.
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14.SEGMENT DATA
The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker ("CODM”) in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. The CODM uses segment income/loss to evaluate income generated from the segment in deciding whether to reinvest profits into the segment or alternatives such as for acquisitions or to pay dividends, and to monitor budget versus actual results.
| (in millions) | Thirteen weeks ended September 28, 2025 | Thirteen weeks ended September 29, 2024 | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Materials | ||||||||||||||||||||||||||
| Conversion costs (a) | ||||||||||||||||||||||||||
| Other cost of goods sold (b) | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Delivery (c) | ||||||||||||||||||||||||||
| Marketing (d) | ||||||||||||||||||||||||||
| Selling expenses (e) | ||||||||||||||||||||||||||
| Administrative expenses (f) | ||||||||||||||||||||||||||
| Total selling, distribution, and administrative expenses | ||||||||||||||||||||||||||
| (Loss) gain on sale of assets, net | ( | ( | ( | |||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Gain on sale of business | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss on debt extinguishment | ( | ( | ||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
| (Loss) gain on remeasurement of warrant liability | ( | ( | ( | |||||||||||||||||||||||
| Other income (loss) income, net | ( | ( | ( | |||||||||||||||||||||||
| (Loss) income before income taxes | ( | |||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
(a) Conversion costs include direct labor, indirect labor, and overhead expenses.
(b) Other cost of goods sold consists of logistics and other charges.
(c) Delivery charges related to amounts shipped to distribution centers and end customers, and transfer costs between facilities.
(d) Marketing expenses include customer marketing through traditional media, digital and eCommerce, social media, sponsorships, and other costs such as agency costs, and market research.
(e) Selling expenses include non-administrative people costs, selling operations, co-op advertising and other customer expenses, broker fees, royalties, and other selling related costs.
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(f) Administrative expenses include administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from the transaction services agreements described in Note 2. Divestitures.
15.EQUITY
In January 2025, the Noncontrolling Interest Holders exchanged 2,000,000 UBH units together with the surrender and cancellation of the same number of shares of Class V Common Stock for an equal number of shares of Class A Common Stock. The Company did not receive any proceeds as a result of this exchange. In August 2025, the remaining outstanding Warrants were fully exercised by their holders in a cashless exchange resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock.
16.EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the periods. Diluted earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding during the periods.
The following table reconciles the numerators and denominators used in the computations of both basic and diluted income per share:
| (in millions, except share data) | Thirteen weeks ended September 28, 2025 | Thirteen weeks ended September 29, 2024 | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net (loss) income attributable to common stockholders | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average Class A Common Stock shares, basic | ||||||||||||||||||||||||||
| Dilutive securities included in diluted earnings per share calculation: | ||||||||||||||||||||||||||
| Warrants | ||||||||||||||||||||||||||
| RSUs | ||||||||||||||||||||||||||
| PSUs | ||||||||||||||||||||||||||
| Stock options | ||||||||||||||||||||||||||
| Total dilutive weighted average shares | ||||||||||||||||||||||||||
| Basic (loss) income per share | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Diluted (loss) income per share | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Weighted average Class V Common Stock not subject to earnings per share calculation | ||||||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interest | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
The diluted earnings per share computation excludes the effect of certain Warrants, which were fully exercised in a cashless exchange in August 2025, resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock, and certain restricted stock units ("RSUs"), performance stock units ("PSUs") and stock options granted to directors and management that convert to Class A Common Stock upon vesting or being exercised, as their inclusion would have been anti-dilutive. Anti-dilutive securities excluded from diluted income per share calculation are as follows:
| Thirteen weeks ended September 28, 2025 | Thirteen weeks ended September 29, 2024 | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | |||||||||||||||||||||||
| Warrants | ||||||||||||||||||||||||||
| RSUs | ||||||||||||||||||||||||||
| PSUs | ||||||||||||||||||||||||||
Stock options | ||||||||||||||||||||||||||
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17.SUBSEQUENT EVENTS
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and thirty-nine weeks ended September 28, 2025, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 29, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified above and those discussed in Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 29, 2024 and other filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Our fiscal year end is the Sunday closest to December 31. Our fiscal year 2024 ended December 29, 2024 and was a fifty-two-week fiscal year. Our fiscal year 2025 will end on December 28, 2025 and will also be a fifty-two-week fiscal year. Our fiscal quarters are comprised of thirteen weeks each, except for fifty-three-week fiscal years for which the fourth quarter is comprised of fourteen weeks, and end on the thirteenth Sunday of each quarter (or the fourteenth Sunday of the fourth quarter in fifty-three-week fiscal years).
Overview
We were founded in 1921 in Hanover, Pennsylvania and benefit from over 100 years of brand awareness and heritage in the salty snack industry. We are a leading United States manufacturer of branded salty snacks, producing a broad offering of salty snacks, including potato chips, tortilla chips, pretzels, cheese snacks, pork skins, pub/party mixes and other snacks. Our iconic portfolio of authentic, craft and “better-for-you” ("BFY") brands includes Utz®, On The Border®, Zapp’s®, Boulder Canyon®, Golden Flake®, Hawaiian® Brand and TORTIYAHS!®, among others, and enjoys strong household penetration in the United States, where our products can be found in approximately 50% of U.S. households as of September 28, 2025. As of September 28, 2025, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities. As part of Utz's ongoing supply chain transformation, the Company made the strategic decision to consolidate its manufacturing footprint from eight primary manufacturing facilities to seven, with the planned closure of its Grand Rapids, Michigan manufacturing facility. Our products are distributed nationally to grocery, mass merchant, club, convenience, drug and other retailers through direct shipments, distributors and approximately 2,400 direct-store delivery ("DSD") routes. We have historically expanded our geographic reach and product portfolio organically and through acquisitions. Based on 2024 retail sales, we are the second-largest producer of branded salty snacks in our collective core geographies of Alabama, Connecticut, Delaware, Louisiana, Maine, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Virginia, Vermont, West Virginia, and Washington (the “Core Geographies”), where we have acquired strong regional brands and distribution capabilities in recent years.
Key Developments and Trends
Our management team monitors a number of developments and trends that could impact our revenue and profitability objectives.
Growth Strategy - We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies") over the past nine consecutive quarters with retail volumes and retail sales being up by 3.0% and 4.8%, respectively, for the thirteen weeks ended September 28, 2025 versus the comparable prior year period. Our portfolio strategy is focused on accelerating investments in marketing and innovation to drive top-line growth and achieve share gains in the attractive salty snack category. We plan to further penetrate the Expansion Geographies and untapped channels and customers by further expanding our Branded Salty Snacks, comprised of our Power Four Brands, consisting of our flagship Utz® brand, On the Border®, Zapp's®, and Boulder Canyon®, along with our other brands including Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, TGI Fridays®, and Vitner's®, in Expansion Geographies, as well as maintaining our share in our Core Geographies. Our Core Geographies retail volumes and retail sales were up 1.1% and 1.7%, respectively, for the thirteen weeks ended September 28, 2025 versus the comparable prior year period.
Long-Term Demographics, Consumer Trends, and Demand – We participate in the $41 billion U.S. salty snack category, within the broader approximately $147 billion market for U.S. snack foods as of September 28, 2025, based on Circana data. In the last few years snacking occasions have held relatively stable as consumers continue to seek out convenient, delicious snacks for both on-the-go and at-home lifestyles. A 2025 study from Circana cites that 48.8% of consumers snack three or more times a day, up 2.7 points versus 2024. While the category has seen recent softness due to the impact of pricing made throughout the industry, we believe the salty snacks category will continue to benefit from favorable dynamics including low private label
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penetration as well as category leaders competing primarily in marketing and innovation. We expect these consumer trends to continue to drive consistent retail sales for salty snacks in the long term.
For the thirteen weeks ended September 28, 2025, U.S. retail sales for salty snacks based on Circana data decreased by 0.2% versus the comparable prior year period while Utz's retail sales increased 4.8%.
Competition – The salty snack industry is highly competitive and includes many diverse participants. Our products primarily compete with other salty snacks but also compete more broadly for certain eating occasions with other snack foods. We believe that the principal competitive factors in the salty snack industry include taste, convenience, product variety, product quality, price, nutrition, consumer brand awareness, media and promotional activities, in-store merchandising execution, customer service, cost-efficient distribution and access to retailer shelf space. We believe we compete effectively with respect to each of these factors. We also source nearly all of our inputs domestically within the United States, and therefore, we may be less impacted by international pricing volatility and tariffs as compared to other multi-national salty snack food companies. Additionally, beginning in 2024, certain competitors began to take certain discrete pricing actions in specific channels, resulting in an environment that has become far more promotional. Such promotions have impacted our sales and, in response, we have increased our promotional activities. We expect these pricing and promotional activity dynamics to continue in the near-term.
Operating Costs – Our operating costs include raw materials, labor, manufacturing overhead and selling, distribution, and administrative expenses. We manage these expenses through annual cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax optimization. Additionally, we maintain ongoing efforts led by our transformation office, to expand our profitability, including implementing significant reductions to our operating cost structure in both supply chain and overhead costs.
Financing Costs and Exposure to Interest Rate Changes – As of September 28, 2025, we had $708.7 million in variable rate indebtedness, up from $690.1 million as of December 29, 2024. As of December 29, 2024, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”). As of September 28, 2025, we have existing interest rate swaps totaling $578.4 million of debt. Our interest rate hedge strategy has limited some of our exposure to changes in interest rates. We regularly evaluate our variable and fixed-rate debt. In September 2025, the Company terminated the previously existing swap agreement associated with the Term Loan B, resulting in the receipt of cash proceeds totaling $12.1 million. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $500.0 million. This agreement is scheduled to mature on December 31, 2028. Under the terms of this agreement, the Company is obligated to make periodic payments at the fixed interest rate of 3.23%, while receiving periodic payments based on the one-month SOFR from the counterparty. As of September 28, 2025, our interest rate swaps were carried as an asset on our balance sheet totaling $0.2 million. We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments and dividends. Our weighted average interest rate for the thirty-nine weeks ended September 28, 2025 was 4.9%, down from 5.7% during the thirty-nine weeks ended September 29, 2024. On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $630.3 million outstanding term loans thereunder, reduce the interest rate from SOFR plus the applicable rate of 2.75% to SOFR plus the applicable rate of 2.50% and extend the maturity date from January 20, 2028 to January 29, 2032, as well as to make certain other changes. We have used interest rate swaps to help manage some of our exposure to interest rate changes, which can drive cash flow variability related to our debt. Refer to Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable and Note 10. Derivative Financial Instruments, Purchase Commitments, Warrants and Fair Value to our Unaudited Consolidated Financial Statements for additional information on debt and derivative activity. The Company has experienced the effect of increased interest rates on the portion of its debt that is not hedged and a further increase in interest rates could negatively impact our net income.
One Big Beautiful Bill Act - On July 4, 2025, the President of the United States signed into law budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA, among other regulatory updates, contains numerous federal tax provisions including modifications to the capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation. The Company considered the effects of the OBBBA on its consolidated financial statements, which resulted in a charge to deferred taxes and an increase to the valuation allowance. A reduction to the TRA liability and a corresponding benefit was recorded due to favorable provisions of OBBBA on the taxable results of the Company and anticipated timing of future utilization of TRA eligible attributes.
Recent Developments and Significant Items Affecting Comparability
Acquisitions and Dispositions
On February 5, 2024, the Company sold certain assets and brands to affiliates of Our Home™, an operating company of Better-for-You brands (“Our Home”). Under the agreement, affiliates of Our Home purchased the Good Health and R.W. Garcia brands, and the Lincolnton, NC and Lititz, PA manufacturing facilities and certain related assets, and assumed the Company’s
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Las Vegas, NV facility lease and manufacturing operations (the "Good Health and R.W. Garcia Sale"), for $167.5 million, subject to customary adjustments. See Note 2. Divestitures to our Unaudited Consolidated Financial Statements. On April 22, 2024, the Company also sold to Our Home its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets, including certain inventory (the “Manufacturing Facilities Sale”).
The Company and Our Home were operating under transition services agreements related to each of the Good Health and R.W. Garcia Sale and the Manufacturing Facilities Sale, which expired during the first half of 2025. In addition, the parties will continue to operate under reciprocal co-manufacturing agreements pursuant to which Our Home co-manufactures certain of the Company's products and the Company co-manufactures certain Good Health products. Certain Good Health products continue to be distributed and sold on the Company's DSD network for Our Home, pursuant to a distribution agreement. The Company received approximately $18.7 million in advance from Our Home for certain services under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements.
As part of its ongoing supply chain transformation, the Company announced in July 2025 the strategic decision to consolidate its manufacturing footprint with the closure of its Grand Rapids, Michigan manufacturing facility. This decision is a key component of the Company’s long-term strategic roadmap, is expected to generate cost savings and should enable the Company to allocate more volume to its larger, more efficient facilities, while driving fixed cost leverage and enhanced automation capabilities across its remaining network. In addition to the expected cost savings, the Company expects the optimized footprint to support its ongoing geographic expansion.
In September 2025, the Company announced a multi-phase project aimed at upgrading facilities across its Hanover, PA campus. The project includes upgrading the Company's headquarters and transforming it into a modern employee hub as well as other upgrades. As part of this project, the Company intends to sell two buildings located in Hanover, PA. See Note 4. Property, Plant and Equipment, Net.
As part of the California expansion strategy, in October 2025, the Company acquired Insignia International’s DSD distribution assets. The transaction includes DSD routes across California and the Midwest, along with select related assets. This acquisition accelerates Utz’s expansion in California, a key growth geography that represents the largest U.S. market for salty snacks with $4.1 billion in retail sales.
Product Innovation
Investments in new product innovation support three focus areas that are rooted in the consumer and tied to our portfolio and brand strategy: Expanding Positive Choices, Delivering Craveable Flavor, and Capturing Occasions. Within Expanding Positive Choices, recent focus has been on Boulder Canyon, a brand offering solutions for consumers seeking great tasting BFY snacks via BFY oils such as avocado oil and olive oil. Innovation contributed to Boulder Canyon® increases with the launching of new flavors that capitalized on the hot & spicy trend and by entrance into the cheese snack subcategory. Boulder Canyon® gained share for the thirty-nine weeks ended September 28, 2025 versus the comparable prior year period with growth of 199.0% per Circana. In the natural channel, Boulder Canyon growth was 34.6% for the thirteen weeks ended September 7, 2025, per Spins. Within Delivering Craveable Flavor, we recently addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories via our seasoned pretzels and new potato chip flavor offerings in both our Utz and Zapp’s brands. Within Capturing Occasions, we recently introduced a portfolio of variety/multipacks across our Power Four Brands, consisting of our flagship Utz® brand, On The Border®, Zapp’s®, and Boulder Canyon®, and our Targeted Brands, consisting of Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, and TGI Fridays®. During the third quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic colors from our portfolio of products before the end of 2027. While we do not currently anticipate a significant impact to our input costs in our efforts to meet this commitment, our net sales, market share, or results of operations could be adversely affected if we are unsuccessful in our efforts to continue to satisfy consumer preferences.
Supply and Commodity Trends
We regularly monitor worldwide supply and commodity costs so that we can cost-effectively secure ingredients, packaging and fuel required for production. A number of external factors such as weather, which may be impacted in unanticipated ways due to climate change, commodity market conditions, inflationary conditions and the effects of governmental, agricultural or other programs, including tariffs or other trade policies, may affect the cost and availability of raw materials and agricultural materials used in our products. Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we continue to expect that recent tariff volatility will have a modest and manageable impact on our business in 2025. We address commodity costs primarily through the use of buying-forward, which locks in pricing for key materials between three and 18 months in advance. Other methods include hedging, net pricing adjustments to cover longer
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term cost inflation, and manufacturing and overhead cost control. Our hedging techniques, such as forward contracts, limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. We experienced an increase in pricing in certain commodity trends that continued to rise throughout fiscal year 2022 and have since stabilized or deflated. Commodity cost increases in commodity trends may adversely impact our net income. Although we have experienced some ingredient cost deflation since 2022, we continue to experience rising costs related to fuel and freight rates as well as rising labor costs both of which have negatively impacted profitability. Transportation costs have been on the rise since early 2021 and may continue to rise and adversely impact net income. The Company looks to offset rising costs through increasing manufacturing and distribution efficiencies as well as through price increases to our customers, although it is unclear whether historic customer sales levels will be maintained at these higher prices (See "Key Developments and Trends - Long-Term Demographics, Consumer Trends, and Demand" and "Key Developments and Trends - Competition"). Due to competitive market conditions, planned trade or promotional incentives, or other factors, our pricing actions may also lag supply and commodity cost changes.
While the costs of our principal raw materials fluctuate, we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources. Market factors, including supply and demand may result in higher costs of sourcing those materials.
Independent Operator Conversions
Our DSD distribution is executed via Company-owned routes operated by route sales professionals (“RSP”), and third-party routes managed by independent operators ("IOs"). We have used the IO and RSP models for more than a decade. In fiscal year 2017, we embarked on a multi-year strategy to convert all company-owned RSP routes to the IO model. The conversion process involves selling distribution rights to a defined route to an IO. As we convert routes, there is a decrease in the selling, distribution and administrative costs that we previously incurred on RSPs and a corresponding increase in discounts paid to IOs to cover their costs to distribute our product. The net impact is a reduction in selling expenses and a decrease in net sales and gross profit. Conversions also impact our Consolidated Balance Sheets, resulting in cash proceeds to us as a result of selling the route to an IO, or by creating notes receivable related to the sale of the routes. While we expect to have some routes under the ownership of the Company as we acquire and re-sell routes as part of our normal operations, as of September 28, 2025, substantially all of our DSD routes are managed by IOs.
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Results of Operations
Overview
The following tables present selected unaudited financial data for the thirteen weeks ended and thirty-nine weeks ended September 28, 2025 and September 29, 2024.
| (in millions) | Thirteen weeks ended September 28, 2025 | Thirteen weeks ended September 29, 2024 | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | |||||||||||||||||||
| Net sales | $ | 377.8 | $ | 365.5 | $ | 1,096.6 | $ | 1,068.2 | |||||||||||||||
| Cost of goods sold | 250.9 | 234.5 | 724.7 | 692.9 | |||||||||||||||||||
| Gross profit | 126.9 | 131.0 | 371.9 | 375.3 | |||||||||||||||||||
| Selling, distribution, and administrative expenses | |||||||||||||||||||||||
| Selling and distribution | 88.4 | 80.1 | 251.5 | 227.5 | |||||||||||||||||||
| Administrative | 34.7 | 29.9 | 104.3 | 96.5 | |||||||||||||||||||
| Total selling, distribution, and administrative expenses | 123.1 | 110.0 | 355.8 | 324.0 | |||||||||||||||||||
| (Loss) gain on sale of assets, net | (0.5) | (1.5) | (0.7) | 0.4 | |||||||||||||||||||
| Income from operations | 3.3 | 19.5 | 15.4 | 51.7 | |||||||||||||||||||
| Other (loss) income | |||||||||||||||||||||||
| Gain on sale of business | — | — | — | 44.0 | |||||||||||||||||||
| Interest expense | (10.6) | (12.6) | (33.5) | (36.6) | |||||||||||||||||||
| Loss on debt extinguishment | — | — | (0.5) | (1.3) | |||||||||||||||||||
| Other income | 1.2 | 0.5 | 1.0 | 1.5 | |||||||||||||||||||
| (Loss) gain on remeasurement of warrant liability | (0.7) | (6.4) | 22.8 | (5.3) | |||||||||||||||||||
| Other (loss) income, net | (10.1) | (18.5) | (10.2) | 2.3 | |||||||||||||||||||
| (Loss) income before taxes | (6.8) | 1.0 | 5.2 | 54.0 | |||||||||||||||||||
| Income tax expense | 13.4 | 0.2 | 9.6 | 25.4 | |||||||||||||||||||
| Net (loss) income | (20.2) | 0.8 | (4.4) | 28.6 | |||||||||||||||||||
| Net loss (income) attributable to noncontrolling interest | 5.5 | (3.0) | 7.7 | (15.0) | |||||||||||||||||||
| Net (loss) income attributable to controlling interest | $ | (14.7) | $ | (2.2) | $ | 3.3 | $ | 13.6 | |||||||||||||||
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Thirteen weeks ended September 28, 2025 versus Thirteen weeks ended September 29, 2024
Net sales
Net sales were $377.8 million and $365.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. Net sales for the thirteen weeks ended September 28, 2025 increased $12.3 million or 3.4% over the comparable period in 2024. The 3.4% increase in net sales was primarily driven by a 4.5% benefit from favorable volume/mix, which was offset by a 1.1% reduction from lower net price realization. IO discounts were $45.7 million for the thirteen weeks ended September 28, 2025, down slightly from $46.7 million for the corresponding thirteen weeks ended September 29, 2024.
Sales are evaluated based on classification as Branded Salty Snacks or Non-Branded & Non-Salty Snacks, consisting of partner brands, private label, co-manufacturing for which Utz is the manufacturer, Utz branded non-salty snacks such as On The Border® Dips and Salsas and sales not attributable to specific brands. For the thirteen weeks ended September 28, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively. For the thirteen weeks ended September 28, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.8% led by Boulder Canyon, and Non-Branded & Non-Salty Snacks net sales decreased by 13.1% due to partner brands and dips and salsas.
Cost of goods sold and Gross profit
Gross profit was $126.9 million and $131.0 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. Our gross profit margin was 33.6% for the thirteen weeks ended September 28, 2025 versus 35.8% for the thirteen weeks ended September 29, 2024. The decrease in gross profit was due to increased investments to support capacity expansion and growth.
Additionally, IO discounts were $45.7 million for the thirteen weeks ended September 28, 2025, down slightly from $46.7 million for the thirteen weeks ended September 29, 2024.
Selling, distribution, and administrative expense
Selling, distribution, and administrative expenses were $123.1 million and $110.0 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, resulting in an increase of $13.1 million, or 11.9%, for the thirteen weeks ended September 28, 2025 versus the comparable prior year period. The increase was primarily due to higher people, selling, and delivery costs to support our growth and geographic expansion..
Loss on sale of assets
Loss on sale of assets was $0.5 million and $1.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.
Other loss, net
Other loss, net was $10.1 million and $18.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. Interest expense decreased $2.0 million, other income increased by $0.7 million and the loss on remeasurement of the warrant liability decreased by $5.7 million.
Income taxes
Income tax expense was $13.4 million and $0.2 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. The income tax expense recognized for the thirteen weeks ended September 28, 2025 was primarily driven by an increased valuation allowance recorded against certain DTAs for which it is more likely than not they will not be realized. See Note 13. Income Taxes.
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Thirty-nine weeks ended September 28, 2025 versus thirty-nine weeks ended September 29, 2024
Net sales
Net sales were $1,096.6 million and $1,068.2 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. Net sales for the thirty-nine weeks ended September 28, 2025 increased $28.4 million, or 2.7%, over the comparable period in 2024. The 2.7% increase in net sales was primarily driven by a 4.8% benefit from favorable volume/mix, which was offset by a 1.7% reduction from lower net price realization and 0.4% attributable to the Good Health and R.W. Garcia Sale. IO discounts were $137.4 million for the thirty-nine weeks ended September 28, 2025, down slightly from $138.8 million for the corresponding thirty-nine weeks ended September 29, 2024.
For the thirty-nine weeks ended September 28, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 88% and 12% of our net sales, respectively. For the thirty-nine weeks ended September 28, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.4% led by Boulder Canyon, and Non-Branded & Non-Salty Snacks net sales decreased by 13.8% due to partner brands and dips and salsas.
Cost of goods sold and Gross profit
Gross profit was $371.9 million and $375.3 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. Our gross profit margin was 33.9% for the thirty-nine weeks ended September 28, 2025 versus 35.1% for the thirty-nine weeks ended September 29, 2024. The decrease in gross profit was due to increased investments to support capacity expansion and growth. Additionally, IO discounts were $137.4 million for the thirty-nine weeks ended September 28, 2025, down slightly from $138.8 million for the thirty-nine weeks ended September 29, 2024.
Selling, distribution, and administrative expense
Selling, distribution, and administrative expenses were $355.8 million and $324.0 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively, resulting in an increase of $31.8 million or 9.8% for the thirty-nine weeks ended September 28, 2025 over the corresponding period in fiscal year 2024. The increase in selling, distribution, and administrative expense is primarily due to higher people, selling, and delivery costs to support our growth and geographic expansion.
(Loss) gain on sale of assets
(Loss) gain on sale of assets was $(0.7) million and $0.4 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.
Other (expense) income, net
Other (expense) income, net was $(10.2) million and $2.3 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The change from other income, net, for the thirty-nine weeks ended September 29, 2024 compared to other expense, net, for the thirty-nine weeks ended September 28, 2025 was primarily due to the gain on sale of business of $44.0 million relating to the Good Health and R.W. Garcia Sale which occurred on February 5, 2024. See Note 2. Divestitures, for further discussion. This was partially offset by a decrease in interest expense of $3.1 million and an increase in the gain on the remeasurement of the warrant liability of $28.1 million for the thirty-nine weeks ended September 28, 2025. See Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable, for further discussion.
Income taxes
Income tax expense was $9.6 million and $25.4 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The income tax expense recognized for the thirty-nine weeks ended September 28, 2025 was primarily driven by an increased valuation allowance recorded against certain DTAs for which it is more likely than not they will not be realized, and the income tax expense recognized for the thirty-nine weeks ended September 29, 2024 was primarily driven by the Good Health and R.W. Garcia Sale, which took place on February 5, 2024. See Note 13. Income Taxes and Note 2. Divestitures.
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Non-GAAP Financial Measures
We use non-GAAP financial information and believe 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 also 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. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the categories of non-cash items, acquisition, divestiture and integration costs and gains, business transformation initiatives, and financing-related costs. We believe the non-GAAP financial measures should always be considered along with the most directly comparable U.S. generally accepted accounting principles ("U.S. GAAP") financial measures. We have provided the reconciliations between the U.S. GAAP and non-GAAP financial measures below, and we also discuss our underlying U.S. GAAP results throughout this discussion and analysis of our financial condition and results of operations.
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. 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.
EBITDA and Adjusted EBITDA
We define EBITDA as net income before interest, income taxes, and depreciation and amortization.
We define Adjusted EBITDA as EBITDA further adjusted to exclude certain non-cash items, such as accruals for long-term incentive programs and asset impairments and hedging and purchase commitments adjustments; remeasurement of warrant liabilities; acquisition, divestiture and integration costs and gains; 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 EBITDA and Adjusted EBITDA are useful to investors 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; however, we caution that other companies may use different definitions from us and such figures may not be directly comparable to our figures. We also report Adjusted EBITDA as a percentage of net sales as an additional measure for investors to evaluate our Adjusted EBITDA margins on net sales.
The following table provides a reconciliation from net income to EBITDA and Adjusted EBITDA, including as a percentage of net sales, for the thirteen weeks ended and thirty-nine weeks ended September 28, 2025 and September 29, 2024:
| (dollars in millions) | Thirteen weeks ended September 28, 2025 | Thirteen weeks ended September 29, 2024 | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||||||||||||||
Net (loss) income | $ | (20.2) | $ | 0.8 | $ | (4.4) | $ | 28.6 | ||||||||||||||||||
Non-GAAP adjustments: | ||||||||||||||||||||||||||
Income Tax Expense | 13.4 | 0.2 | 9.6 | 25.4 | ||||||||||||||||||||||
| Depreciation and Amortization | 20.4 | 17.5 | 60.4 | 53.4 | ||||||||||||||||||||||
| Interest Expense, Net | 10.6 | 12.6 | 33.5 | 36.6 | ||||||||||||||||||||||
Interest Income (IO loans)(1) | (0.4) | (0.6) | (1.4) | (1.5) | ||||||||||||||||||||||
| EBITDA | 23.8 | 30.5 | 97.7 | 142.5 | ||||||||||||||||||||||
Certain Non-Cash Adjustments(2) | 7.3 | 6.2 | 18.4 | 15.1 | ||||||||||||||||||||||
Acquisitions, Divestitures and Investments(3) | 8.1 | 2.8 | 25.1 | (34.5) | ||||||||||||||||||||||
Business Transformation Initiatives(4) | 20.1 | 8.1 | 34.6 | 18.4 | ||||||||||||||||||||||
Financing-Related Costs(5) | 0.3 | — | 1.1 | 0.3 | ||||||||||||||||||||||
Loss (gain) on Remeasurement of Warrant Liability(6) | 0.7 | 6.4 | (22.8) | 5.3 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 60.3 | $ | 54.0 | $ | 154.1 | $ | 147.1 | ||||||||||||||||||
| Net (loss) income as a % of Net Sales | (5.3) | % | 0.2 | % | (0.4) | % | 2.7 | % | ||||||||||||||||||
| Adjusted EBITDA as a % of Net Sales | 16.0 | % | 14.8 | % | 14.1 | % | 13.8 | % | ||||||||||||||||||
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(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 notes payable recorded that mirrors most of the 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 $4.6 million and $4.7 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the Omnibus Equity Incentive Plan (the "OEIP") for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. The Company incurred $10.8 million and $13.1 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the OEIP for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.
Loss on impairment – The Company recorded an impairment charge of $0.6 million during the thirty-nine weeks ended September 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 commitments and other adjustments, including cloud computing amortization, was expense of $2.7 million and $1.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $7.0 million and $2.0 million for the thirty-nine weeks ended September 28, 2025 and September 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 $10.0 million and $2.8 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively; and $26.0 million and $9.5 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. Also included in the thirteen weeks ended and thirty-nine weeks ended September 28, 2025 was income of $1.9 million and $0.9 million, respectively, related to the change in the liability associated with the Tax Receivable Agreement. Also, included in the thirty-nine weeks ended September 29, 2024 was 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. This 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 resource planning system transition costs fall into this category. The Company incurred such costs of $20.1 million and $8.1 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively; and $34.6 million and $18.4 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.
(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.
Liquidity and Capital Resources
Sources and Uses of Cash
We believe that the cash provided by our operating activities, revolving credit facility, term loans, and derivative financial instruments will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual and tax obligations, both in the short term and long term. We regularly evaluate our financing strategy to meet our short- and longer-term capital needs. From time-to-time, we may dispose of assets or enter into other cash generating transactions, such as through a sale-leaseback, when we deem beneficial. To date, we have been successful in
27
generating cash and raising financing as needed. However, if a serious economic or credit market crisis ensues or another adverse development arises, it could have a material adverse effect on our liquidity, results of operations and financial condition.
Financing Arrangements
The primary objective of our financing strategy is to maintain a prudent capital structure that provides us flexibility to pursue our growth objectives. We use short-term debt as management determines is reasonable, principally to finance ongoing operations, including our seasonal requirements for working capital (generally accounts receivable, inventory, and prepaid expenses and other current assets, less accounts payable, accrued payroll, and other accrued liabilities), and a combination of equity and long-term debt to finance both our base working capital needs and our non-current assets.
Term Debt and Revolving Credit Facility
On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $630.3 million outstanding term loans thereunder, reduce the interest rate from SOFR plus the applicable rate of 2.75% to SOFR plus the applicable rate of 2.50% and extend the maturity date from January 20, 2028 to January 29, 2032, as well as to make certain other changes. Other material terms of the Term Loan B remain unchanged. The Company recorded a loss on debt extinguishment of $0.5 million related to the refinancing of its Term Loan B in its Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirty-nine weeks ended September 28, 2025.
On September 11, 2025, the Company terminated the previously existing swap agreement associated with the Term Loan B, resulting in the receipt of cash proceeds totaling $12.1 million. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $500.0 million. This agreement is scheduled to mature on December 31, 2028. Under the terms of this agreement, the Company is obligated to make periodic payments at the fixed interest rate of 3.23%, while receiving periodic payments based on the one-month SOFR from the counterparty.
ABL Facility
As of September 28, 2025 and December 29, 2024, $20.7 million and $0.2 million, respectively, was outstanding under the asset based lending ("ABL") facility. Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed. As of September 28, 2025 and December 29, 2024, $140.0 million and $158.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit. Standby letters of credit in the amount of $10.3 million have been issued as of both of September 28, 2025 and December 29, 2024. The standby letters of credit are primarily issued for insurance purposes. Refer to Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable, for more information.
Cash Requirements
Our expected future payments at September 28, 2025 primarily consisted of:
•Short-term cash requirements related primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, stockholder returns (such as dividend payments), property, plant and equipment and any significant non-operating items;
•Cash requirements related to other notes payable and finance leases (Refer to Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable);
•Long-term cash requirements primarily related to funding long-term debt repayments and related interest payments on long-term debt (Refer to Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable);
•Long-term cash requirements related to our deferred taxes and Tax Receivable Agreement; and
•Operating lease liabilities.
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Off-Balance Sheet Arrangements
Purchase Commitments
The Company has outstanding purchase commitments for specific quantities at fixed prices for certain key ingredients to economically hedge commodity input prices. Refer to Note 10. Derivative Financial Instruments, Purchase Commitments, Warrants and Fair Value.
IO Guarantees Off Balance Sheet
The Company partially guarantees loans made to IOs by Bank of America and two other banks for the purchase of routes, some of which were recorded as off-balance sheet arrangements. These loans are collateralized by the routes for which the loans are made. Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default. Refer to Note 11. Contingencies.
Cash Flow
The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the thirty-nine weeks ended September 28, 2025 and September 29, 2024.
| (in millions) | Thirty-nine weeks ended September 28, 2025 | Thirty-nine weeks ended September 29, 2024 | ||||||||||||
| Net cash provided by operating activities | $ | 47.3 | $ | 52.0 | ||||||||||
| Net cash (used in) provided by investing activities | $ | (95.2) | $ | 116.1 | ||||||||||
| Net cash provided by (used in) financing activities | $ | 49.5 | $ | (155.2) | ||||||||||
Net cash provided by operating activities for the thirty-nine weeks ended September 28, 2025 was $47.3 million compared to $52.0 million for the thirty-nine weeks ended September 29, 2024, with the decrease largely driven by a decrease in cash net income of $10.4 million, timing of accounts receivable, net and accounts payable of $7.1 million, accounts payable and accrued expenses and other of $6.7 million, and increases in inventories of $6.7 million offset by decreases in prepaid expenses and other assets of $26.2 million which includes cash received of $12.1 million related to the termination of the previously existing swap agreement associated with the Term Loan B. See Note 10. Derivative Financial Instruments, Purchase Commitments, Warrants and Fair Value.
Cash used in investing activities for the thirty-nine weeks ended September 28, 2025 was $95.2 million, primarily driven by purchases of property and equipment. This compares to the cash provided by investing activity of $116.1 million for the thirty-nine weeks ended September 29, 2024, primarily driven by proceeds from the Good Health and R.W. Garcia Sale of $167.5 million, and from sale of property and equipment primarily related to the Berlin, PA and Fitchburg, MA manufacturing facilities, see Note 2. Divestitures and proceeds from sale of routes to IOs. This was partially offset by purchases of property and equipment, purchase of IO notes and purchase of intangibles related to an indefinite life intangible right for the use of a third-party brand name in the thirty-nine weeks ended September 29, 2024.
Net cash provided by financing activities was $49.5 million for the thirty-nine weeks ended September 28, 2025, primarily driven by net borrowings on line of credit, term debt and notes payable of $82.2 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock award tax withholdings and debt issuance costs. This compares to net cash used in financing activities of $155.2 million for the thirty-nine weeks ended September 29, 2024, which was primarily related to the pay down of debt utilizing the proceeds from the Good Health and R.W. Garcia Sale, partially offset by borrowings on line of credit as well as payment of dividends and distributions to noncontrolling interests.
Debt Covenants
The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A. ("Term Loan B"). The Term Loan B and the ABL facility are collateralized by substantially all of the assets and liabilities of UBH and its subsidiaries excluding the real estate assets secured by the Company's real estate term loan, including equity interests in certain of UBH’s subsidiaries. The credit agreements contain certain affirmative and negative covenants relating to the operations and financial condition of UBH and its subsidiaries. UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of September 28, 2025.
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New Accounting Pronouncements
See Note 1. Operations and Summary of Significant Accounting Policies, to the unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Application of Critical Accounting Policies and Estimates
There were no changes to critical accounting policies and estimates from those disclosed in Critical Accounting Policies and Estimates under Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 29, 2024 filed on February 20, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk, see Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for the year ended December 29, 2024 filed on February 20, 2025. Our exposures to market risk have not changed materially since the filing of the Annual Report on Form 10-K for the year ended December 29, 2024 filed on February 20, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures (as defined in Rule 13a-15e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective at a level of reasonable assurance as of September 28, 2025.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are subject to legal actions arising from our normal business activities. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, as of the date of this filing, we do not believe that we are currently party to any currently pending material legal proceedings, other than ordinary routine litigation incidental to the business, or any such proceedings known to be contemplated by governmental authorities.
ITEM 1A. RISK FACTORS
Our risk factors are set forth in Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 29, 2024 filed on February 20, 2025. There have been no material changes to our risk factors since the filing of the Annual Report on Form 10-K for the year ended December 29, 2024 filed on February 20, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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ITEM 5. OTHER INFORMATION
(a)
(b)
None.
(c)
Rule 10b5-1 Trading Arrangements
On August 15, 2025 , Roger K. Deromedi , the Company's Lead Independent Director , adopted a Rule 10b5-1 trading arrangement 440,243 shares of the Company's Class A Common Stock pursuant to the terms of the trading arrangement. The term of this Rule 10b5-1 trading arrangement expires August 28, 2026 .
ITEM 6. EXHIBITS
The exhibits listed in the following exhibit index are furnished as part of this report.
EXHIBIT INDEX
| Exhibit | ||||||||
| Number | Exhibit Description | |||||||
| 101.INS* | Inline XBRL Instance Document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| * | Filed herewith | |||||||
| ** | Furnished herewith | |||||||
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 30, 2025 UTZ BRANDS, INC.
By: /s/ Ryan Tewey
Name: Ryan Tewey
Title: Vice President, Controller
and Principal Accounting Officer
32
Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13A-14 AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Howard Friedman, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Utz Brands, Inc. (the “Company”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
Exhibit 31.1
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 30, 2025
By: /s/ Howard Friedman
Name: Howard Friedman
Title: Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13A-14 AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William J. Kelley Jr., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Utz Brands, Inc. (the “Company”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
Exhibit 31.2
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 30, 2025
By: /s/ William J. Kelley Jr.
Name: William J. Kelley Jr.
Title: Executive Vice President,
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Utz Brands, Inc. (the “Company”) on Form 10-Q for the period ending September 28, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard Friedman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(D) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: October 30, 2025
By: /s/ Howard Friedman
Name: Howard Friedman
Title: Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Utz Brands, Inc. (the “Company”) on Form 10-Q for the period ending September 28, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Kelley Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(D) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: October 30, 2025
By: /s/ William J. Kelley Jr.
Name: William J. Kelley Jr.
Title: Executive Vice President,
Chief Financial Officer