UTZ 10-K & 10-Q changes, risk factors and insider trading

Due to the competitive landscape in the snack food industry, price increases for our products that we initiate or failure to effectively advertise and promote our products may negatively impact our financial results if not properly implemented or accepted by our customers, IOs, third-party distributors or consumers. Substantial advertising and promotional expenditures may also be required to maintain or improve our brands’ market position or to introduce a new product to the market, and participants in our industry may be engaging in new advertising trends or channels which we are not. Historically, we have offered a variety of sales and promotion incentives to our customers, IOs, third-party distributors and consumers, such as price discounts, consumer coupons, volume rebates, cooperative marketing programs, product placement fees and in-store displays, often in connection with seasonal social events, holidays and sporting events. The promotional environment has intensified in recent years, including but not limited to robust promotional launches, and .wewe have been, and may in the future be, limited in our ability to increase prices or adjust product sizes sufficiently on a timely basis, or at all, in order to offset increased input costs, such as raw materials, packaging, energy, freight, labor, and overhead costs or other expenditures, such as advertising and promotion costs, which has the effect of reducing overall sales volume, revenue and operating profit. In addition, advertising and promotional expenditures may be ineffective if consumers prioritize price over other factors and purchase lower-cost alternatives, such as private label, generic or store branded products.

As retail customers continue to consolidate and our retail customers grow larger and become more sophisticated, our consolidated retail customers may demand lower pricing and increased promotional programs. If we lower our prices or increase promotional support for our products and are unable to increase the volume of our products sold, our profitability and financial condition may be adversely affected. In addition, our customers offer branded and private label products that compete directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk that our customers may give higher priority to their own products or the products of our other competitors. In the future, our customers may not continue to purchase our products or provide our products with adequate levels of promotional support. It is also possible that our customers may replace our branded products with private label products.

In order to sell our branded products, we need to maintain a good reputation with our stakeholders, including our customers, consumers, IOs, third-party distributors, suppliers, vendors, associates and equity holders, among others. Issues related to the quality and safety of our products, including with respect to the packaging, labeling, and processing of our products, could jeopardize our image and reputation. Demand for our products could also be affected by consumer concerns regarding the health effects of nutrients or ingredients in any of our products or the overall sustainability or impact of our products and their packaging on the environment. Negative publicity related to these types of concerns, or related to product contamination or product tampering, whether valid or not and which may not be in our control, could decrease demand for our products or cause production and delivery disruptions. In addition, negative publicity related to our ESG practices, including any ESG-related goals we may set and our progress toward them, any backlash or other implications from the recent “anti-ESG” movement, and any positions, or perceived positions, taken by us on sensitive social or political issues could also impact our reputation with customers, consumers, IOs, third-party distributors, suppliers, vendors, associates and equityholders, among others. Social media has rapidly exacerbated the speed with which negative information or misinformation is disseminated to the consumer population. Further, the costs associated with addressing these potential actions,issues, as well as the potential impact on our ability to sell our products, could negatively affect our operating results.

Our results of operations and profitability may continue to be adversely affected by inflation, including from rising labor costscosts, and we may not be able to effectively offset such inflation and volatility.

Commodities and ingredients are subject to price volatility which can be caused by commodity market fluctuations, crop yields, seasonal cycles, weather conditions, temperature extremes and natural disasters (including due to the effects of climate change), pest and disease problems, changes in currency exchange rates, imbalances between supply and demand, and government programs and policiespolicies, among other factors. Many of our ingredients, raw materials and commodities are purchased in the open market, and some are only available from a limited number of suppliers. The prices we pay for such items are subject to fluctuation. While we manage this risk through the use of fixed-price contracts and purchase orders, pricing agreements and derivative instruments, including options and futures, if commodity price changes result in unexpected or significant increases in raw materials and energy costs, we may be unwilling or unable to increase our product prices or unable to effectively hedge against commodity price increases to offset these increased costs without suffering reduced volume, revenue, margins and operating results. In addition, certain of the derivatives used to hedge price risk do not qualify for hedge accounting treatment and, therefore, can result in increased volatility in our net earnings in any given period due to changes in the spot or market prices of the underlying commodities. Volatile fuel costs also translate into unpredictable costs for the products and services we receive from our third-party providers including, but not limited to, distribution costs for our products and packaging costs.

Additionally, laws and regulations and interpretations thereof that affect our business may change, sometimes dramatically, as a result of a variety of factors, including political, economic or social events. Such changes may involve laws or regulations relating to food, drugs, product labeling, advertising and marketing, portion sizes, nutrition, benefit programs (including any changes to governmental subsidies provided to our consumers such as SNAP in the United States, farming, the environment, taxation, consumer protection, anti-corruption, transportation, employment and labor, data privacy and cybersecurity, export controls, pricing, or competition. New laws, regulations or governmental policies and their related interpretations, or changes in any of the foregoing, including taxes or other limitations on the sale of our products, ingredients contained in our products or commodities used in the production of our products, may alter the environment in which we do business and, therefore, may impact our operating results or increase our costs or liabilities.

The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities, and the net carrying value of other intangibles represents the fair value of trademarks, customer relationships, route intangibles and other acquired intangibles. Pursuant to U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to perform impairment tests on our goodwill and indefinite-lived intangible assets annually, or at any time when events occur, which could impact the value of our reporting unit or our indefinite-lived intangibles. These values depend on a variety of factors, including the success of our business, market conditions, earnings growth and expected cash flows. Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as increasing competitive pricing pressures, changes in discount rates based on changes in cost of capital or lower than expected sales and profit growth rates. In addition, if we see the need to consolidate certain brands, we could experience impairment of our trademark intangible assets. There were no adjustments for impairments recorded in fiscal years 2024,2025, 20232024 or 2022, apart from an impairment related to our termination of a master distribution right of approximately $2.0 million in fiscal 2022.2023. Significant and unanticipated changes in our business could require additional non-cash charges for impairment in a future period which may significantly affect our financial results in the period of such charge. For additional information regarding impairments to our goodwill and intangible assets, see Goodwill and Indefinite-Lived Intangible Assets under Critical Accounting Policies and Estimates within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 5.6. Goodwill and Intangible Assets, Net within the Audited Financial Statements.

Pursuant to the TRA, we are required to pay to the Noncontrolling Interest Holders 85% of the tax savings that we realized as a result of increases in tax basis in UBH’s assets as a result of our 2020 business combination, future exchanges of the Common Company Units for shares of Class A Common Stock (or cash) , and certain other tax attributes of UBH, and tax benefits attributable to payments under the TRA, and those payments may be substantial.

Delaware law, theour Certificate of Incorporation, Bylaws, and certain other agreements contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation and the General Corporation Law of the State of Delaware (the “DCLDGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Company Board and therefore depress the trading price of our Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Company Board or taking other corporate actions, including effecting changes in management. Among other things, theour Certificate of Incorporation and Bylaws include provisions regarding:

•The ability of the Company Board to amend theour Bylaws, which may allow the Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend theour Bylaws to facilitate an unsolicited takeover attempt; and

In addition, as a Delaware corporation, we will generally be subject to provisions of Delaware law, including the DGCL. Although we elected not to be governed by Section 203 of the DGCL, certain provisions of theour Certificate of Incorporation will, in a manner substantially similar to Section 203 of the DGCL, prohibit certain of our stockholders (other than certain stockholders who are specified in that certain Investor Rights Agreement initially entered into by UBI and certain of its stockholders in connection with the 2020 business combination (as amended, the "Investor Rights Agreement")) who hold 15% or more of our outstanding capital stock from engaging in certain business combination transactions with us for a specified period of time unless certain conditions are met.

Any provision of theour Certificate of Incorporation, Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for the our Class A Common Stock or Class V Common Stock (collectively, without duplication, “Common Stock”).

TheOur Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other associates.

TheOur Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other associates, agents or stockholders to us or our stockholders, or any claim for aiding and abetting such alleged breach, (iii) any action asserting a claim against us or any of our current or former directors, officers, other associates, agents or stockholders (a) arising pursuant to any provision of the DGCL, theour Certificate of Incorporation (as it may be amended or restated) or theour Bylaws or (b) as to which the DGCL confers jurisdiction on the Delaware Court of Chancery or (iv) any action asserting a claim against us or any of our current or former directors, officers, other associates, agents or stockholders governed by the internal affairs doctrine of the law of the State of Delaware shall, as to any action in the foregoing clauses (i) through (iv), to the fullest extent permitted by law, be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that the foregoing shall not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under federal securities laws, including the Securities Act as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of Article XII of theour Certificate of Incorporation will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in theour Certificate of Incorporation. If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, stockholders, agents or other associates, which may discourage such lawsuits. Alternatively, if a court were to find this provision of theour Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and the Company Board.

Pursuant to the Investor Rights Agreement, certain founder members of the Collier Creek partnersPartners LLC ("Sponsor"), the sponsor of Collier Creek Holdings ("CCH") and their family members (the “Founder Holders”), the a representative of the Sponsor (the “Sponsor Representative”), the Noncontrolling Interest Holders and the independent directors of CCH at the closing of the 2020 business combination in connection with the 2020 business combination, agreed to nominate, subject to certain step-down provisions, a certain number of Noncontrolling Interest Holders' nominees recommended by the Noncontrolling Interest Holders and Sponsor Nominees recommended by the Sponsor Representative. Further, under the Investor Rights Agreement, since the Company Board increased the number of directors above ten, so long as the Founders Holders or Noncontrolling Interest Holders own at least 75% of the economic interest in us that were held by such party immediately following the 2020 business combination (a “Qualified Party”), at least one representative of such Qualified Party serving on the Company Board must approve each action of the Company Board. Accordingly, the Noncontrolling Interest Holders and the successors to the Sponsor are able to significantly influence the approval of actions requiring Company Board approval through their voting power. Such stockholders will retain significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, the Noncontrolling Interest Holders and the successors to the Sponsor could influence whether acquisitions, dispositions and other change of control transactions are approved. Additionally, for so long as the Noncontrolling Interest Holders hold at least 50% of the economic interests held in us and UBH as of closing of the 2020 business combination (without duplication), they will have consent rights over certain material transactions with respect to us and our subsidiaries, including UBH.

The successors to the Sponsor and each of their affiliates engage in a broad spectrum of activities, including investments in the financial services and technology industries. In the ordinary course of their business activities, the successors to the Sponsor and each of their affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. TheOur Certificate of Incorporation provides that none of the successors to the Sponsor, any of their respective affiliates or any director who is not employed by us (including any non-employee director who serves as one of its officers in both director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The successors to the Sponsor and any of their respective affiliates also may pursue, in their capacities other than as members of the Company Board, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, the successors to the Sponsor may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Our fiscal year end is the Sunday closest to December 31. Our fiscal year 20222023 ended JanuaryDecember 1,31, 2023 and was a fifty-two-week fiscal year, our fiscal year 20232024 ended December 31,29, 20232024 and was a fifty-two-week fiscal year and our fiscal year 20242025 ended December 29,28, 20242025 and was a fifty-two-week fiscal year. Our fiscal quarters are comprised of thirteen weeks each, except for fifty-three-week fiscal periods for which the fourth quarter is comprised of fourteen weeks, and end on the thirteenth Sunday of each quarter (fourteenth Sunday of the fourth quarter, when applicable).

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,mixes and other snacks. Our iconic portfolio of authentic, craft,craft and better for you“better-for-you” ("BFY") brands includes Utz®, ONOn THEThe BORDERBorder®, Zapp’s®, Boulder Canyon®, Golden Flake®, Hawaiian® Brand,Brand and TORTIYAHSMiguelito's!®, among others, and enjoys strong household penetration in the United States, where our products can be found in approximately 49%50% of U.S. households as of December 29,28, 2024.2025. As of December 29,28, 2024,2025, 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,distributors and approximately 2,500 direct-store-deliverydirect-store delivery (“"DSD”") routes. We have historically expanded our geographic reach and product portfolio organically and through acquisitions. Based on 20242025 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, Vermont, Virginia, Washington, and West Virginia (our “Core Geographies”), where we have acquired strong regional brands and distribution capabilities in recent years.

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 geographiesGeographies") over the past sixten consecutive quarters with retail salesvolumes and retail volumessales being up by 0.9%6.7% and 0.4%,7.8%, respectively, for the fiscal year ended December 29,28, 2024.2025 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 Saltysalty Snacksnack category. We plan to further penetrate ourthe Expansion Geographies and untapped channels and customers by further expanding our Branded Salty SnacksSnacks, 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®, Miguelito's!®, 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 salesvolumes and retail volumessales were downup 1.6%0.6% and updown 0.6%,0.7%, respectively, for the fiscal year ended December 29,28, 2024.2025 versus the comparable prior year period.

Long-Term Demographics, Consumer Trends, and Demand – We participate in the attractive and growing $39$42 billion U.S. salty snackssnack category, within the broader approximately $130$148 billion market for U.S. snack foods as of December 29,28, 2024,2025, based on Circana data. The salty snacks category has grown retail sales at an approximate 7.8% compound annual growth rate ("CAGR") during 2020 through 2024 with a major spike in 2020 driven by consumption following the outbreak of the novel coronavirus ("COVID-19") and again from 2022 through 2023 driven by inflation, per Circana. 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 20242025 study from Circana cites that 46%48.8% of consumers snack three or more times a day, downup three2.7 points comparedversus 2024. While the category has seen recent softness due to athe yearimpact agoof butpricing withmade nothroughout changethe versusindustry, fivewe years ago. Additionally,believe the salty snacks category haswill historicallycontinue benefitedto benefit from favorable competitive dynamics,dynamics including low private label penetration andas well as category leaders competing primarily throughin marketing and innovation. We expect these consumer trends to continue to drive consistent retail sales for salty snacks forin the foreseeablelong future.term.

For the fiscal year ended December 29,28, 2024,2025 , U.S. retail sales for salty snacks based on Circana data increaseddecreased by 0.7%0.5% versus the comparable prior year period while ourUtz's retail sales increased 1.6%. The two year CAGR during 2023 and 2024 was 4.5% for U.S. retail sales of salty snacks, during which time our retail sales increased by 3.6%.2.9%.

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,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, duringbeginning 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. Within the potato chips subcategory, our share performance was impacted by the softness in our Utz brand due to competitive activity, along with softness in our Zapp’s® and Golden Flake® business. Importantly, Boulder Canyon® gained share led by strong same store velocities in both traditional channels and in the natural channel, with growth of 34.9% and 32.7%, respectively, per Circana.

Operating Costs – Our operating costs include raw materials, labor, manufacturing overhead,overhead and selling, distribution,general 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 December 29,28, 2024,2025, we had $690.1$687.5 million in variable rate indebtedness, down from $851.5$690.1 million as of December 31,29, 2023. The decrease in variable rate debt is primarily due to a $141.0 million payment made in connection with the Good Health and R.W. Garcia Sale (as defined below) and the Manufacturing Facilities Sale (as defined below), each as described in Note 2. Divestitures and Note 4. Property, Plant and Equipment, Net to our Audited Financial Statements, toward the outstanding balance of the Term Loan B (as defined below) and a $17.7 million payment toward the outstanding balance of the loan by City National Bank, which is secured by a majority of the real estate assets of our subsidiaries through September 2032 (the “Real Estate Term Loan”).2024. As of December 29, 2024, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”). As of December 29,28, 2024,2025, we have existing interest rate swaps totaling $581.1$577.6 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 (as defined below), 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 December 28, 2025, our interest rate swaps were carried as a net liability on our balance sheet totaling $0.5 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 fiscal year ended December 29,28, 20242025 was 5.5%,5.6%, down from 6.3%5.9% during the fiscal year ended December 31,29, 2023.2024. On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $630.3 million outstanding term loan,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 8.10. Long-Term Debt and Note 9.11. Derivative Financial Instruments and Purchase Commitments to our Audited Financial Statements for additional information on debt, derivativedebt and purchase commitmentderivative activity. The Company has experienced the effect of increased interest rates on the portion of its debt that is not hedged and ana further increase in interest rates could negatively impact our net income.

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 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 Audited 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 arewere operating under transition services agreements related to each of the Good Health and R.W. Garcia Sale and the Manufacturing Facilities Sale, which are scheduled to expireexpired during the first half of 2025. InFor addition,the greater part of fiscal year 2025, the parties will operateoperated under reciprocal co-manufacturing agreementsagreements. pursuant to whichAlthough Our Home willremains co-manufactureinvolved in the manufacturing of certain products of the Company's products andCompany, the Company willno co-manufacturelonger certainmanufactures products for Good Health products.Health. Certain Good Health products will 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 termsservices under these agreements, which the Company will recognizerecognized through income from operations over the terms of the transition services and co-manufacturing agreements.

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, 2024’srecent focus washas been on the 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 theBoulder brand’sCanyon® 32.7% growth in the natural channel in 2024increases 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 fiscal year ended December 28, 2025 versus the comparable prior year period with growth of 180.5% per Circana. In the natural channel, Boulder Canyon growth was 36.9% for the fiscal year ended December 28, 2025, per Spins. Within Delivering Craveable Flavor, inwe 2024, werecently 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, inwe 2024, werecently introduced a portfolio of variety/multipacks across our Power Four BrandsBrands, consisting of our flagship Utz® brand, On The Border®, Zapp’s®, and Boulder Canyon®, and our Targeted Brands.Brands, consisting of Golden Flake®, Miguelito's®, 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.

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 2026. 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 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 during fiscal years 2023 and 2024. Commodity cost increases in commodity trends may adversely impact our net income. Although we have experienced some ingredient cost deflation, 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 in 2021 and may continue to rise which may alsoand 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 factorsfactors, including supply and demand may result in higher costs of sourcing those materials.

The following tables present selected financial data for the fiscal year ended December 28, 2025, fiscal year ended December 29, 20242024, and fiscal year ended December 31, 2023.

Selling, distributiongeneral and administrative expenses were $435.8$310.1 million for the fiscal year ended December 29, 2024 and $433.1$327.4 million for the fiscal year ended December 31, 2023, ana increasedecrease of $2.7$17.3 million or 0.6%.5.3%. The increasedecrease in selling, distribution,general and administrative expense was primarily attributable to increased marketing spend on our Branded Salty Snacks as well as investments in digital and social consumer marketing, higher delivery costs due to outsourcing our private fleet operation, and investments in selling capabilities to support distribution growth in Expansion geographies partially offset by $12.6 million related to the impairment of fixed assets, primarily related to the closure of the manufacturing operation at the Birmingham, Alabama facility during the fiscal year ended December 31, 2023 as discussed in Note 4. Property, Plant and Equipment, Net to our Audited Financial Statements. The Company also recognized a liability and related expense of $4.7 million related to a contract termination with a co-manufacturer, which is recorded in the general and administrative line in the Consolidated StatementStatements of Operations and Comprehensive Income (Loss) during the fiscal year ended December 31, 2023. This agreement was a continuation of the Company's response to shifting production from a manufacturing facility that was damaged by a natural disaster in 2021. This decrease was partially offset by an increased marketing spend, higher distribution costs, and investments in selling capabilities to support distribution growth in Expansion geographies.

Other income (expense), net was $10.6$10.5 million for the fiscal year ended December 29, 2024 and $(55.355.2) million for the fiscal year ended December 31, 2023. The increase in other income of $65.8$65.7 million for the fiscal year ended December 29, 2024 compared to the fiscal year ended December 31, 2023 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 to our Audited Financial Statements, for further discussion. Interest expense also decreased by $15.7 million, primarily related to the $141.0 million payment on our Term Loan B and the $17.7 million payment on our loan agreement (the "Real Estate Term Loan") with City National Bank, which was secured by a majority of the Company's real estate assets, during the fiscal year ended December 29, 2024. There was also an increase in the lossgain on the remeasurement of the warrant liability of $8.0 million and a loss on debt extinguishment of $1.3 million recognized during the fiscal year ended December 29, 2024. See Note 8.10. Long-Term Debt to our Audited Financial Statements, for further discussion.

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 relatedmost 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.

The following table provides a reconciliation from Net Income (Loss) Income to EBITDA and Adjusted EBITDA for the fiscal year ended December 29,28, 20242025 and the fiscal year ended December 31,29, 20232024:

(1)Interest Income from (IO Loans) refers to interest income that we earn from IO notes receivable that havehas resulted from our initiatives to transition from RSP distribution to IO distribution. (“Business Transformation Initiatives”). There is a notesnote payable recorded that mirrors most IO notes receivable, and the interest expense associated with the notes payable is part of the interestInterest expense,Expense, netNet adjustment.

Incentive programs – The Company incurred $17.6$15.6 million and $15.5$17.6 million of share-based compensation,compensation whichexpense wasfor awardedawards to associatesemployees and directors, and compensation expensedirectors associated with the 2020 Omnibus Equity Incentive Plan (the “OEIP”) for the fiscal year ended December 29,28, 20242025 and the fiscal year ended December 31,29, 2023,2024, respectively.

(3)AdjustmentAcquisitions, for Acquisition, DivestitureDivestitures and Integration CostsInvestments – 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.acquisitions and costs related to divestitures. These acquisitions and divestitures include assets related to our supply chain consolidation and transformation. Such expenses were $20.9$22.8 million for fiscal year ended December 29,28, 2024.2025. Such expenses were $9.7$20.9 million for the fiscal year ended December 31,29, 2023,2024, as well as $1.1 million of income for the change of liability associated with the TRA for the fiscal year ended December 31, 2023. Also included for the fiscal year ended December 29, 2024 was a gain of $44.0 million related to the Good Health and R.W. Garcia Sale.

(4)Business Transformation Initiatives Adjustment – This adjustment is related to consultancy,start-up costs, consulting, professional, and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations. The adjustment also includes initiatives and structural changes related to our supply chain transformation. In addition, gains and losses realized from the sale of distribution rights to IOs and the subsequent disposal of trucks, severance costs associated with the elimination of RSP positions, and enterprise planning system transition costs, fall into this category. The Company incurred such costs of $65.4 million for the fiscal year ended December 28, 2025 and $28.1 million for the fiscal year ended December 29, 2024 and $31.0 million for the fiscal year ended December 31, 2023.2024.

As of both December 28, 2025 and December 29, 2024 and December 31, 2023,2024, $0.2 million and $0.4 million, respectively, was outstanding under the 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 December 29,28, 20242025 and December 31,29, 2023,2024, $158.7$119.7 million and $158.4$158.7 million, respectively, was available for borrowing, net of letters of credit. Standby letters of credit in the amount of $10.3 million and $12.2 million were issued as of both December 29,28, 20242025 and December 31,29, 2023, respectively.2024. The standby letters of credit are primarily issued for insurance purposes. Refer to Note 8.10. Long-Term Debt to our Audited Financial Statements for more information.

Our risk factors are set forth in Item 1A. "“Risk Factors"” of our Annual Report on Form 10-K for the year ended December 28, 2025 filed on February 12, 2026.2026 There(the “2025 Form 10-K”). Except as set forth below, there have been no material changes to our risk factors since the filing of the Annual Report on2025 Form 10-K for the year ended December 28, 2025 filed on February 12, 2026.10-K.

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 twenty-six weeks ended MarchJune 29,28, 2026, 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 28, 2025. 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 28, 2025 and other filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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 Miguelitos®, 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 MarchJune 29,28, 2026. As of MarchJune 29,28, 2026, 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 2,500 direct-store delivery ("DSD") routes. We have historically expanded our geographic reach and product portfolio organically and through acquisitions. Based on 2025 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.

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"). 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®, Miguelitos®, 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 down 4.8%6.5% and updown 2.7%,2.2%, respectively, for the thirteen weeks ended MarchJune 29,28, 2026 versus the comparable prior year period.

Long-Term Demographics, Consumer Trends, and Demand – We participate in the $42 billion U.S. salty snack category, within the broader approximately $153$154 billion market for U.S. snack foods as of MarchJune 29,28, 2026, 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 2026 study from Circana cites that 55% of consumers snack three or more times a day, up 9 points versus 2021. While the category has seen volatility from the impact of pricing actions implemented throughout the industry, we believe the salty snacks category will continue to benefit over the long term from favorable dynamics including low private label 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 MarchJune 29,28, 2026, U.S. retail sales for salty snacks based on Circana data increased by 2.4%0.8% versus the comparable prior year period while Utz's retail sales increased 4.6%.0.3%.

Financing Costs and Exposure to Interest Rate Changes – As of March 29, 2026, we had $686.9 million in variable rate indebtedness, down from $687.5 million as of DecemberJune 28, 2025. As of March 29, 2026, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”). As of March 29, 2026, we have existing interest rate swaps totaling $576.7$500.8 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. As of MarchJune 29,28, 2026, our interest rate swaps were carried as a net assetliability on our balance sheet totaling $5.2$2.1 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 thirteentwenty-six weeks ended MarchJune 29,28, 2026 was 6.4%, up from 5.3%4.8% during the thirteentwenty-six weeks ended MarchJune 30,29, 2025. 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 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.

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,project during May 2026, the Company sold one property in Hanover, PA for $1.2 million that was previously reported in Assets held for sale. No impairment was recognized on the sale. The Company intends to sell threetwo additional buildings located in Hanover, PA.PA And a tract of land located in Goodyear, AZ.

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 $4.2 billion in retail sales.sales during the fiscal year ended December 28, 2025.

Investments in new product innovation support four focus areas that are rooted in the consumer and tied to our portfolio and brand strategy: Expanding Positive Choices, Driving Value, Delivering Craveable Flavor, and Capturing Occasions. Within Expanding Positive Choices, our 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 thirteen weeks ended MarchJune 29,28, 2026 and the twenty-six weeks ended June 28, 2026 versus the comparable prior year periodperiods with growth of 100.9%65.5% and 108.4%, respectively, per Circana. In the natural channel, Boulder Canyon growth was 18.7%13.2% and 23.3% for the twelve weeks ended MarchJune 22,14, 2026 and the fifty-two weeks ended June 14, 2026, respectively, per Spins. Within Driving Value, our recent focus has been on our Golden Flake brand, with innovation driving value for budget conscious consumers seeking great tasting snacks. Within Delivering Craveable Flavor, we recently addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories. Within Capturing Occasions, we recently expanded our 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.

The following tables present selected unaudited financial data for the thirteen weeks ended and thirteentwenty-six weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025.

Thirteen weeks ended MarchJune 29,28, 2026 versus Thirteen weeks ended MarchJune 30,29, 2025

Net sales were $361.3$371.8 million and $352.1$366.7 million for the thirteen weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively. Net sales for the thirteen weeks ended MarchJune 29,28, 2026 increased $9.2$5.1 million or 2.6%1.4% over the comparable period in 2025. The 2.6%1.4% increase in net sales was primarily driven by a benefit from higher net price realization of 3.7%,3.6%, which was offset by a 1.1%2.2% reduction from volume/mix. Independent operator ("IO") discounts were $43.1$43.9 million for the thirteen weeks ended MarchJune 29,28, 2026, down slightly from $44.7$47.0 million for the corresponding thirteen weeks ended MarchJune 30,29, 2025.

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 MarchJune 29,28, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively. For the thirteen weeks ended MarchJune 29,28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.2%3.3% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 14.3%12.1% due to Non-Branded, which was impacted by accelerated elimination of low margin items..items.

Gross profit was $91.9$96.2 million and $82.4$95.3 million for the thirteen weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively. Our gross profit margin was 25.4%25.9% for the thirteen weeks ended MarchJune 29,28, 2026 versus 23.4%26.0% for the thirteen weeks ended MarchJune 30,29, 2025. The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.

Selling, general, and administrative expenses were $85.4$101.3 million and $77.4$88.0 million for the thirteen weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively, resulting in an increase of $8.0$13.3 million, or 10.3%,15.1%, for the thirteen weeks ended MarchJune 29,28, 2026 versus the comparable prior year period. The increase was primarily due to increased marketing, and adding capabilities to support the Company’s geographic expansion and growth initiatives.

GainLoss on sale of assets

GainLoss on sale of assets was $1.3$0.4 million and $0.7$0.9 million for the thirteen weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively.

Gain on remeasurement of warrant liability was $11.0$12.5 million for the thirteen weeks ended MarchJune 30,29, 2025. The warrants were fully exercised in a cashless exchange in August 2025.

Income tax expense (benefit) was $0.6$0.2 million and $(0.6)$3.2 million for the thirteen weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively.

During the first quarter of 2026, the Company revised the categorization of certain charges and gains that were historically categorized as acquisition, divestitures and investments, business transformation, and financing-related costs. The Company is now presenting the associated charges and gains within the categories supply chain transformation and corporate transformation. The nature of the charges and gains included in these adjustments, as well as the total amount of all of these adjustments in all periods presented, are unchangedunchanged. We believe that this change provides a better reflection of the impact of the charges and gains and aligns with how management views the adjustments internally. Prior period balances have been reclassified to conform to the current presentation. Additionally, the Company has revised the presentation of its reconciliations of Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Selling, General, and Administrative Expenses, EBITDA, and Adjusted EBITDA, below, to the most directly comparable GAAP measures. We believe the revised presentation of reconciliation information provides investors with helpful context on the impacts of the adjustments.

The following tables provide a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended Marchand 29,twenty-six weeks ended June 28, 2026 and MarchJune 30,29, 2025:

(1) Adjusted Gross Profit and Adjusted Gross Margin were $111.4$123.6 million and 30.8%,33.2%, respectively for the thirteen weeks ended MarchJune 29,28, 2026, and $101.2$116.2 million and 28.7%31.7% for the thirteen weeks ended MarchJune 30,29, 2025, respectively. Adjusted Gross Profit and Adjusted Gross Margin were $235.0 million and 32.1%, respectively for the twenty-six weeks ended June 28, 2026, and $217.4 million and 30.2% for the twenty-six weeks ended June 29, 2025, respectively.

(2) Adjusted Selling, General and Administrative was $63.5$67.9 million and $56.1$67.4 million for the thirteen weeks ended MarchJune 29,28, 2026 and thirteen weeks ended MarchJune 30,29, 2025, respectively. Adjusted Selling, General and Administrative was $131.4 million and $123.5 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.

(3) Adjusted EBITDA was $47.9$55.7 million and $45.1$48.7 million for the thirteen weeks ended MarchJune 29,28, 2026 and thirteen weeks ended MarchJune 30,29, 2025, respectively. Adjusted EBITDA was $103.6 million and $93.8 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.

(4) Supply Chain Transformation initiatives representing start-up costs, warehousing and logistical transformations, restructuring and cost reduction activities as part of efforts to enhance long-term profitability, and other manufacturing initiatives that do nonot reflect the cost of normal business operations. For the thirteen weeks ended MarchJune 29,28, 2026 and thirteen weeks ended MarchJune 30,29, 2025, supply chain transformation initiatives were $7.9$10.4 million and $8.7$10.6 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, supply chain transformation initiatives were $18.3 million and $19.3 million, respectively.

(5) Corporate Transformation are comprised primarily of costs related to severance and other people restructuring costs, our announced transaction with Intersnack, our California expansion, financingexpansion and receivableInsignia sales program related costs,integration, information technology and data transformation, litigation, gain and losses realized from the sale of distribution rights to IOs, gain and losses on the sale of assets, and consulting and professional fees related to transformation initiatives. For the thirteen weeks ended MarchJune 29,28, 2026 and thirteen weeks ended MarchJune 30,29, 2025, corporate transformation initiatives were $5.9$19.4 million and $6.9$6.1 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, corporate transformation initiatives were $25.3 million and $13.0 million, respectively.

(6) Other Non-Cash Adjustments for the thirteen weeks ended MarchJune 29,28, 2026 and thirteen weeks ended MarchJune 30,29, 2025 are comprised primarily of $3.4$3.8 million and $3.5$2.7 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $0.4$4.7 million and $2.2$2.7 million, respectively. of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. Other Non-Cash Adjustments for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025 are comprised primarily of $7.2 million and $6.2 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $5.1 million and $4.9 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. In addition, the Company recorded an impairment charge of $0.6 million during the thirteen weeks ended June 29, 2025.

As of bothJune March 29,28, 2026 and December 28, 2025 $0.2$0.3 million wasand $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 MarchJune 29,28, 2026 and December 28, 2025, $122.4$154.1 million and $119.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit. Standby letters of credit in the amount of $14.5 million and $10.3 millionmillion, have been issued as of bothJune of March 29,28, 2026 and December 28, 2025.2025, respectively. The standby letters of credit are primarily issued for insurance purposes.

Our expected future payments at MarchJune 29,28, 2026 primarily consisted of:

The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the thirteentwenty-six weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025.

Net cash used in operating activities for the thirteentwenty-six weeks ended MarchJune 29,28, 2026 was $12.2$0.5 million compared to $20.2$3.9 million for the thirteentwenty-six weeks ended MarchJune 30,29, 2025. The decrease in net cash used in operating activities of $8.0$3.4 million is largely driven by the increase in cash net income, improvement of process and payment terms with suppliers and inventory levels, partially offset by the purchase of tax credits that occurred during the thirteentwenty-six weeks ended MarchJune 29,28, 2026. See Note 12. Supplementary Cash Flow Information and the timing of accounts payable and prepaid expenses.expenses for further information on changes in cash use for operating activities.

Cash used in investing activities for the thirteentwenty-six weeks ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025 was $15.5$29.5 million and $40.7$71.3 million, respectively and was primarily related to purchases of property and equipment.

Net cash used in financing activities was $19.0$31.8 million for the thirteentwenty-six weeks ended MarchJune 29,28, 2026, primarily driven by repayments on term debt and notes payable, payment of dividends, distributions to noncontrolling interest holders and payments of employee stock award tax withholdings. This compares to net cash provided by financing activities of $67.5$73.7 million for the thirteentwenty-six weeks ended MarchJune 30,29, 2025, which was primarily relateddriven toby net borrowings on line of credit, term debt and notes payable of $80.3$97.7 million, partially offset by the payment of dividends and distributions to noncontrolling interestsinterest holders, payments of $8.9employee millionstock awards tax withholdings and payment of debt issuance costs and payments of tax withholding requirements for employee stock awards.costs.

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 MarchJune 29,28, 2026.

The Company performed its latest qualitative impairment analysis on the first day of the fourth quarter of 2025 and concluded that goodwill was not impaired. During the thirteentwenty-six weeks ended MarchJune 29,28, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization. As of MarchJune 29,28, 2026, the Company's market capitalization was below its book value. The Company performed an interim impairment assessment and concluded that goodwill was not impaired as of MarchJune 29,28, 2026. In performing this assessment, the Company considered the relationship between its fair value and book value, economic conditions, industry trends, operating performance, and forecast of future cash flows. However,Subsequent to June 28, 2026, the Company believesentered thatinto goodwilla isdefinitive atagreement riskto be acquired for $14.25 per share (see Note 16. Subsequent Events). The implied value of impairment,the andconsideration furtherto declinesbe in its share price or changes in actual results or key assumptions from those usedpaid in the impairmenttransaction analysisexceeds couldthe resultcarrying invalue aof materialthe impairmentCompany's innet futureassets, periods.which the Company considers to be additional evidence supporting the recoverability of its goodwill.