# Utz Brands (UTZ) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 5, 2026, 6:46 AM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q3 2026
- Accession: 0001628280-26-052899
- OpenCapital page: https://www.opencapital.sh/filings/0001628280-26-052899
- Markdown URL: https://www.opencapital.sh/filings/0001628280-26-052899.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/0001628280-26-052899-index.htm

## Filing documents

- [10-Q (utz-20260628.htm)](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz-20260628.htm)
- [EX-3.3 (stellar-20260720ubiamend.htm)](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/stellar-20260720ubiamend.htm)
- [EX-31.1 (utz20260628ex311workingfile.htm)](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex311workingfile.htm)
- [EX-31.2 (utz20260628ex312workingfile.htm)](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex312workingfile.htm)
- [EX-32.1 (utz20260628ex321workingfile.htm)](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex321workingfile.htm)
- [EX-32.2 (utz20260628ex322workingfile.htm)](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex322workingfile.htm)

---

## 10-Q

SEC source: [utz-20260628.htm](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz-20260628.htm)

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 June 28, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from to

Utz Brands, Inc.

(Exact name of registrant as specified in its charter)

|  |  |  |
| --- | --- | --- |
| Delaware | 001-38686 | 85-2751850 |
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |

900 High Street

Hanover, PA 17331

(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

Class A Common Stock, par value $0.0001 per share UTZ New York Stock Exchange

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.

Large accelerated filer ☒ 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 August 3, 2026, 88,613,213 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 inflation, tariffs, 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
- The proposed transaction with Intersnack Group GmbH & Co. KG (“Intersnack Group”), including the expected timing, closing conditions and likelihood and effects of the consummation thereof; 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 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; increased fuel prices; 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; 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; 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, including cyber incidents; 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; the risk that the proposed transaction with the Intersnack Group may not be completed in a timely manner, or at all, including because required stockholder or regulatory approvals or other closing conditions are not satisfied or waived; the effects of the announcement and pendency of the proposed transaction on our business, employees and relationships with customers, suppliers, independent operators and other business partners, including the diversion of management's attention and the restrictions on the conduct of our business under the interim operating covenants; the significant transaction costs we have incurred and expect to continue to incur, whether or not the transaction is completed; litigation relating to the proposed transaction, including injunctions or other orders that could delay or prevent its completion; the limitations on our ability to pursue alternative transactions and our obligation to pay a termination fee in specified circumstances; the loss of the opportunity for holders of our Class A Common Stock to participate in any future growth of the Company if the transaction is completed; and other risks and uncertainties set forth in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 28, 2025 and in the other reports we file with the U.S. Securities and Exchange Commission from time to time.

Table of Contents

Page

[Part I - Financial Information](#iac4c63d4069949c18453138faebdc665_10)

[Item 1. Financial Statements](#iac4c63d4069949c18453138faebdc665_13)

[CONSOLIDATED BALANCE SHEETS](#iac4c63d4069949c18453138faebdc665_16) [1](#iac4c63d4069949c18453138faebdc665_16)

[CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)](#iac4c63d4069949c18453138faebdc665_19) [2](#iac4c63d4069949c18453138faebdc665_19)

[CONSOLIDATED STATEMENTS OF EQUITY](#iac4c63d4069949c18453138faebdc665_22) [3](#iac4c63d4069949c18453138faebdc665_22)

[CONSOLIDATED STATEMENTS OF CASH FLOWS](#iac4c63d4069949c18453138faebdc665_25) [5](#iac4c63d4069949c18453138faebdc665_25)

[NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS](#iac4c63d4069949c18453138faebdc665_28) [6](#iac4c63d4069949c18453138faebdc665_28)

[Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](#iac4c63d4069949c18453138faebdc665_103) [19](#iac4c63d4069949c18453138faebdc665_103)

[Item 3. Quantitative and Qualitative Disclosures About Market Risk](#iac4c63d4069949c18453138faebdc665_115) [30](#iac4c63d4069949c18453138faebdc665_115)

[Item 4. Controls and Procedures](#iac4c63d4069949c18453138faebdc665_121) [30](#iac4c63d4069949c18453138faebdc665_121)

[Part II - Other Information](#iac4c63d4069949c18453138faebdc665_124)

[Item 1. Legal Proceedings](#iac4c63d4069949c18453138faebdc665_127) [30](#iac4c63d4069949c18453138faebdc665_127)

[Item 1A. Risk Factors](#iac4c63d4069949c18453138faebdc665_130) [31](#iac4c63d4069949c18453138faebdc665_130)

[Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#iac4c63d4069949c18453138faebdc665_133) [32](#iac4c63d4069949c18453138faebdc665_133)

[Item 3. Defaults Upon Senior Securities](#iac4c63d4069949c18453138faebdc665_136) [32](#iac4c63d4069949c18453138faebdc665_136)

[Item 4. Mine Safety Disclosures](#iac4c63d4069949c18453138faebdc665_139) [32](#iac4c63d4069949c18453138faebdc665_139)

[Item 5. Other Information](#iac4c63d4069949c18453138faebdc665_142) [33](#iac4c63d4069949c18453138faebdc665_142)

[Item 6. Exhibits](#iac4c63d4069949c18453138faebdc665_148) [33](#iac4c63d4069949c18453138faebdc665_148)

[Signatures](#iac4c63d4069949c18453138faebdc665_151) [35](#iac4c63d4069949c18453138faebdc665_151)

PART I – FINANCIAL INFORMATION

## Item 1. FINANCIAL STATEMENTS

Utz Brands, Inc.

CONSOLIDATED BALANCE SHEETS

June 28, 2026 and December 28, 2025

(In millions, except share information)

| Line item | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
|  | (Unaudited) |  |
| ASSETS |  |  |
| Current Assets |  |  |
| Cash and cash equivalents | $58.6 | $120.4 |
| Accounts receivable, less allowance of $3.5 and $3.3, respectively | 123.6 | 100.8 |
| Inventories | 128.7 | 119.3 |
| Prepaid expenses and other assets | 47.1 | 39.9 |
| Current portion of notes receivable | 4.1 | 4.0 |
| Total current assets | 362.1 | 384.4 |
| Non-current Assets |  |  |
| Assets held for sale | 9.1 | 10.3 |
| Property, plant and equipment, net | 379.7 | 379.2 |
| Goodwill | 865.2 | 865.2 |
| Intangible assets, net | 948.5 | 963.9 |
| Non-current portion of notes receivable | 9.9 | 10.8 |
| Other assets | 201.0 | 179.8 |
| Total non-current assets | 2,413.4 | 2,409.2 |
| Total assets | $2,775.5 | $2,793.6 |
| LIABILITIES AND EQUITY |  |  |
| Current Liabilities |  |  |
| Current portion of term debt | $38.6 | $31.4 |
| Current portion of other notes payable | 6.0 | 6.5 |
| Accounts payable | 196.7 | 197.4 |
| Accrued expenses and other | 99.4 | 87.9 |
| Total current liabilities | 340.7 | 323.2 |
| Non-current Liabilities |  |  |
| Non-current portion of term debt and revolving credit facility | 800.2 | 818.2 |
| Non-current portion of other notes payable | 12.0 | 14.2 |
| Non-current accrued expenses and other | 180.4 | 166.5 |
| Deferred tax liability | 128.5 | 126.6 |
| Total non-current liabilities | 1,121.1 | 1,125.5 |
| Total liabilities | 1,461.8 | 1,448.7 |
| Commitments and Contingencies |  |  |
| Equity |  |  |
| Shares of Class A Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 88,548,477 and 87,509,774 shares issued and outstanding as of June 28, 2026 and December 28, 2025, respectively | — | — |
| Shares of Class V Common Stock, $0.0001 par value; 61,249,000 shares authorized; 55,349,000 shares issued and outstanding as of both June 28, 2026 and December 28, 2025 | — | — |
| Additional paid-in capital | 1,042.4 | 1,037.0 |
| Accumulated deficit | (350.1) | (326.6) |
| Accumulated other comprehensive income | 3.6 | 3.3 |
| Total stockholders' equity | 695.9 | 713.7 |
| Noncontrolling interest | 617.8 | 631.2 |
| Total equity | 1,313.7 | 1,344.9 |
| Total liabilities and equity | $2,775.5 | $2,793.6 |

The accompanying notes are an integral part of these consolidated financial statements.

### Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025

(In millions, except share information)

(Unaudited)

| Line item | Thirteen weeks ended June 28, 2026 | Thirteen weeks ended June 29, 2025 | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- | --- | --- |
| Net sales | $371.8 | $366.7 | $733.1 | $718.8 |
| Cost of goods sold | 275.6 | 271.4 | 545.0 | 541.1 |
| Gross profit | 96.2 | 95.3 | 188.1 | 177.7 |
| Selling, general, and administrative expenses |  |  |  |  |
| Selling | 64.6 | 54.3 | 115.7 | 95.8 |
| General and administrative | 36.7 | 33.7 | 71.0 | 69.6 |
| Total selling, general, and administrative expenses | 101.3 | 88.0 | 186.7 | 165.4 |
| (Loss) gain on sale of assets, net | (0.4) | (0.9) | 0.9 | (0.2) |
| (Loss) income from operations | (5.5) | 6.4 | 2.3 | 12.1 |
| Other (loss) income, net |  |  |  |  |
| Interest expense | (10.7) | (11.4) | (21.1) | (22.9) |
| Loss on debt extinguishment | — | — | — | (0.5) |
| Other (loss) income | — | (0.6) | 0.8 | (0.2) |
| Gain on remeasurement of warrant liability | — | 12.5 | — | 23.5 |
| Other (loss) income, net | (10.7) | 0.5 | (20.3) | (0.1) |
| (Loss) income before taxes | (16.2) | 6.9 | (18.0) | 12.0 |
| Income tax (benefit) expense | (0.2) | (3.2) | 0.4 | (3.8) |
| Net (loss) income | (16.0) | 10.1 | (18.4) | 15.8 |
| Net loss attributable to noncontrolling interest | 5.9 | 0.4 | 6.6 | 2.2 |
| Net (loss) income attributable to controlling interest | $(10.1) | $10.5 | $(11.8) | $18.0 |
| (Loss) income per Class A Common stock: (in dollars) |  |  |  |  |
| Basic | $(0.11) | $0.12 | $(0.13) | $0.21 |
| Diluted | $(0.11) | $0.12 | $(0.13) | $0.21 |
| Weighted-average shares of Class A Common stock outstanding |  |  |  |  |
| Basic | 88,510,845 | 86,118,292 | 88,429,350 | 85,919,842 |
| Diluted | 88,510,845 | 87,679,440 | 88,429,350 | 87,604,543 |
| Net (loss) income | $(16.0) | $10.1 | $(18.4) | $15.8 |
| Other comprehensive (loss) income: |  |  |  |  |
| Change in fair value of interest rate swap | (1.8) | (3.8) | 0.5 | (10.2) |
| Comprehensive (loss) income | (17.8) | 6.3 | (17.9) | 5.6 |
| Net comprehensive loss attributable to noncontrolling interest | 6.6 | 1.9 | 6.4 | 6.2 |
| Net comprehensive (loss) income attributable to controlling interest | $(11.2) | $8.2 | $(11.5) | $11.8 |

The accompanying notes are an integral part of these consolidated financial statements.

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen weeks ended June 28, 2026 and June 29, 2025

(In millions, except share information)

(Unaudited)

| Line item | Class A Common Stock / Shares | Class A Common Stock / Amount | Class V Common Stock / Shares | Class V Common Stock / Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity | Non-controlling Interest | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 29, 2024 | 83,537,542 | — | 57,349,000 | — | $988.5 | $(304.7) | $13.1 | $696.9 | $685.3 | $1,382.2 |
| Share-based compensation | 524,211 | — |  | — | 4.3 | — | — | 4.3 | — | 4.3 |
| Class V to Class A Exchange | 2,000,000 | — | (2,000,000) | — | 23.9 | — | — | 23.9 | (23.9) | — |
| Payments of tax withholding requirements for employee stock awards |  | — |  | — | (2.2) | — | — | (2.2) | — | (2.2) |
| Net income (loss) |  | — |  | — | — | 7.5 | — | 7.5 | (1.8) | 5.7 |
| Cash dividends declared |  | — |  | — | — | (5.6) | — | (5.6) | — | (5.6) |
| Special excess cash dividend declared |  | — |  | — | — | (0.9) | — | (0.9) | — | (0.9) |
| Distribution to noncontrolling interest |  | — |  | — | — | — | — | — | (3.4) | (3.4) |
| Tax distribution |  | — |  | — | — | — | — | — | (1.6) | (1.6) |
| Other comprehensive loss |  | — |  | — | — | — | (3.9) | (3.9) | (2.5) | (6.4) |
| Balance at March 30, 2025 | 86,061,753 | — | 55,349,000 | — | $1,014.5 | $(303.7) | $9.2 | $720.0 | $652.1 | $1,372.1 |
| Share-based compensation | 83,501 | — |  | — | 2.7 | — | — | 2.7 | — | 2.7 |
| Net income (loss) |  | — |  | — | — | 10.5 | — | 10.5 | (0.4) | 10.1 |
| Cash dividends declared |  | — |  | — | — | (5.2) | — | (5.2) | — | (5.2) |
| Distribution to noncontrolling interest |  | — |  | — | — | — | — | — | (3.5) | (3.5) |
| Other comprehensive loss |  | — |  | — | — | — | (2.3) | (2.3) | (1.5) | (3.8) |
| Balance at June 29, 2025 | 86,145,254 | — | 55,349,000 | — | $1,017.2 | $(298.4) | $6.9 | $725.7 | $646.7 | $1,372.4 |
| Balance at December 28, 2025 | 87,509,774 | — | 55,349,000 | — | $1,037.0 | $(326.6) | $3.3 | $713.7 | $631.2 | $1,344.9 |
| Share-based compensation | 920,884 | — |  | — | 3.9 | — | — | 3.9 | — | 3.9 |
| Payments of tax withholding requirements for employee stock awards |  | — |  | — | (1.7) | — | — | (1.7) | — | (1.7) |
| Net loss |  | — |  | — | — | (1.7) | — | (1.7) | (0.7) | (2.4) |
| Cash dividends declared |  | — |  | — | — | (6.1) | — | (6.1) | — | (6.1) |
| Distribution to noncontrolling interest |  | — |  | — | — | — | — | — | (3.5) | (3.5) |

| Line item | Class A Common Stock / Shares | Class A Common Stock / Amount | Class V Common Stock / Shares | Class V Common Stock / Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity | Non-controlling Interest | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Other comprehensive income |  | — |  | — | — | — | 1.4 | 1.4 | 0.9 | 2.3 |
| Balance at March 29, 2026 | 88,430,658 | — | 55,349,000 | — | $1,039.2 | $(334.4) | $4.7 | $709.5 | $627.9 | $1,337.4 |
| Share-based compensation | 117,819 | — |  | — | 3.2 | — | — | 3.2 | — | 3.2 |
| Net loss |  | — |  | — | — | (10.1) | — | (10.1) | (5.9) | (16.0) |
| Cash dividends declared |  | — |  | — | — | (5.6) | — | (5.6) | — | (5.6) |
| Distribution to noncontrolling interest |  | — |  | — | — | — | — | — | (3.5) | (3.5) |
| Other comprehensive loss |  | — |  | — | — | — | (1.1) | (1.1) | (0.7) | (1.8) |
| Balance at June 28, 2026 | 88,548,477 | — | 55,349,000 | — | $1,042.4 | $(350.1) | $3.6 | $695.9 | $617.8 | $1,313.7 |

The accompanying notes are an integral part of these consolidated financial statements.

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the twenty-six weeks ended June 28, 2026 and June 29, 2025

(In millions)

(Unaudited)

| Line item | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- |
| Cash flows from operating activities |  |  |
| Net (loss) income | $(18.4) | $15.8 |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: |  |  |
| Impairment and other charges | 0.2 | 0.6 |
| Depreciation and amortization | 45.4 | 40.0 |
| Gain on remeasurement of warrant liability | — | (23.5) |
| (Gain) loss on sale of assets | (0.9) | 0.2 |
| Loss on debt extinguishment | — | 0.5 |
| Share-based compensation | 7.1 | 7.0 |
| Deferred taxes | 1.9 | (1.1) |
| Deferred financing costs | 0.6 | 0.7 |
| Changes in assets and liabilities: |  |  |
| Accounts receivable, net | (22.8) | (41.4) |
| Inventories | (9.4) | (24.2) |
| Prepaid expenses and other assets | 2.3 | (17.5) |
| Accounts payable and accrued expenses and other | (6.5) | 39.0 |
| Net cash used in operating activities | (0.5) | (3.9) |
| Cash flows from investing activities |  |  |
| Purchases of property and equipment | (27.4) | (65.7) |
| Proceeds from sale of property and equipment | 1.3 | 0.8 |
| Proceeds from sale of routes | 17.9 | 11.7 |
| Proceeds from the sale of IO notes | 2.5 | 3.9 |
| Purchases of IO routes and other changes in note receivables | (23.8) | (22.0) |
| Net cash used in investing activities | (29.5) | (71.3) |
| Cash flows from financing activities |  |  |
| Borrowings on line of credit | 145.0 | 135.0 |
| Repayments on line of credit | (144.9) | (74.5) |
| Borrowings on term debt and notes payable | 5.6 | 50.8 |
| Repayments on term debt and notes payable | (17.0) | (13.6) |
| Payment of debt issuance cost | — | (1.7) |
| Payments of tax withholding requirements for employee stock awards | (1.7) | (2.2) |
| Dividends paid | (11.8) | (11.6) |
| Distribution to noncontrolling interest | (7.0) | (8.5) |
| Net cash (used in) provided by financing activities | (31.8) | 73.7 |
| Net decrease in cash and cash equivalents | (61.8) | (1.5) |
| Cash and cash equivalents at beginning of period | 120.4 | 56.1 |
| Cash and cash equivalents at end of period | $58.6 | $54.6 |

The accompanying notes are an integral part of these consolidated financial statements.

Utz Brands, Inc.

### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI") and its wholly owned subsidiaries (collectively, the “Company”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). They do not include all information and notes required by U.S. GAAP for annual financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s financial statements for the year ended December 28, 2025. The balance sheet as of December 28, 2025 has been derived from the audited consolidated financial statements as of and for the year ended December 28, 2025. In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with U.S. GAAP. Operating results for the interim period are not necessarily indicative of the results that may be expected for any future period or for the full year. The consolidated interim financial statements, including the Company's significant accounting policies, should be read in conjunction with the audited financial statements and notes thereto for the year ended December 28, 2025. All intercompany transactions and balances have been eliminated in consolidation.

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 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 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.

The Company offers various forms of trade promotions, and the methodologies for determining these promotions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. The Company’s promotional activities are conducted either through retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade customer or consumer. These estimates are made using various techniques which will include the use of historical data on performance of similar promotional programs. The Company has reserves in place of $21.9 million as of June 28, 2026, which included adjustments taken by customers of $20.3 million that were awaiting final processing as of such date, and had reserves of $26.9 million as of December 28, 2025, which included adjustments taken by customers of $15.4 million that were awaiting final processing as of such date. Differences between estimated expense and actual redemptions are recognized as a change in management estimate as actual redemptions are incurred.

Recently Issued Accounting Standards – In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11, Interim Reporting - Narrow-Scope Improvements. The amendments in ASU 2025-11 clarify current interim disclosure requirements and provide a comprehensive list of required interim disclosures. The update also incorporates a disclosure principle that requires entities to disclose events that occur after the end of the last annual reporting period. ASU 2025-11 is effective for interim periods within annual periods beginning after December 15, 2027, though early adoption is permitted. The Company does not expect ASU 2025-11 to have a material effect on its consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging - Hedge Accounting Improvements. The amendments in this update are intended to more closely align hedge accounting with the economics of an entity’s risk management activities. ASU 2025-09 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, though early adoption is permitted. The Company early adopted this guidance during the thirteen weeks ended June 28, 2026 which did not have a material impact on the consolidated financial statement. The primary impact of adoption is the modification of pre-existing hedge documentation and expanded flexibility in managing interest rate elections under existing credit agreements.

In September 2025, the FASB issued 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. The adoption of ASU 2025-05 did not have an impact 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.

Change in Accounting Policy - During the fourth quarter of 2025, the Company changed its presentation related to costs associated with operating its inter-location logistics, DSD distribution centers, and outbound shipping and handling activities from Selling to Cost of goods sold within the Consolidated Statements of Operations and Comprehensive Income (Loss). Additionally, the Company has revised the Selling and distribution caption to Selling within the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company believes that this change in accounting principle is preferable as it better reflects the total cost of fulfilling its revenue transactions, aligns with how it internally manages its business and improves comparability with industry peers, thus providing more meaningful information to users of its financial statements. The change in presentation has been applied retrospectively to all periods presented and affects Cost of goods sold, Gross profit, and Selling.

_Thirteen weeks ended June 29, 2025_

| (in millions) | As reported | Effect of change | As adjusted |
| --- | --- | --- | --- |
| Cost of goods sold | $239.9 | $31.5 | $271.4 |
| Gross profit | 126.8 | (31.5) | $95.3 |
| Gross margin | 34.6% | (8.6)% | 26.0% |
| Selling | 85.8 | (31.5) | $54.3 |

_Twenty-six weeks ended June 29, 2025_

| (in millions) | As reported | Effect of change | As adjusted |
| --- | --- | --- | --- |
| Cost of goods sold | $473.8 | $67.3 | $541.1 |
| Gross profit | 245.0 | (67.3) | $177.7 |
| Gross margin | 34.1% | (9.4)% | 24.7% |
| Selling | 163.1 | (67.3) | $95.8 |

Goodwill - 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 twenty-six weeks ended June 28, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization. As of June 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 June 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. Subsequent to June 28, 2026, the Company entered into a definitive agreement to be acquired for $14.25 per share (see Note 16. Subsequent Events). The implied value of the consideration to be paid in the transaction exceeds the carrying value of the Company's net assets, which the Company considers to be additional evidence supporting the value of its goodwill.

Share Repurchase Program - On February 10, 2026, the Board of Directors authorized a $50 million share repurchase program. There is no expiration date on the program. For the twenty-six weeks ended June 28, 2026, no shares were repurchased under this program. Under the Merger Agreement (as defined within Note 16. Subsequent Events), the Company is prohibited from repurchasing shares of Class A Common Stock, subject to limited exceptions. See Note 16. Subsequent Events for further discussion on the proposed transaction with Intersnack Group.

Reclassifications - Certain reclassifications have been made to prior years' consolidated financial statements to conform to the current year's presentation.

2.RECEIVABLES SALES PROGRAM

The Company has entered agreements to sell certain trade accounts receivable to unrelated, third-party financial institutions at a discount (the "Receivables Sales Programs"). The agreements can be terminated by the Company or the other party to each agreement with 30 days' notice. The Receivables Sales Programs are used by the Company to manage liquidity in a cost-effective manner. The Company has no retained interest in the receivables sold under the Receivables Sales Programs; however, under the agreements, the Company does have collection and administrative responsibilities for a portion of the sold receivables, totaling $136.4 million of the total $231.5 million of receivables sold under the Receivables Sales Programs. Under the Receivables Sales Programs, the current fixed operating limit of outstanding accounts receivables to be sold at any time is $55.0 million.

| (in millions) | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
| Outstanding receivables sold | $28.6 | $27.8 |
| Receivables collected and not remitted to financial institutions, net of receivables sold and not settled with financial institutions | 8.8 | 0.7 |

Receivables sold under the Receivables Sales Programs are derecognized from the Company's Consolidated Balance Sheets at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Consolidated Statements of Cash Flows. The receivables collected and not remitted to financial institutions are included in Accounts payable in the Consolidated Balance Sheets.

| (in millions) | Twenty-six weeks ended June 28, 2026 |
| --- | --- |
| Receivables sold | $231.5 |
| Receivables collected and remitted to financial institutions(1) | 119.3 |

(1) The Company has multiple receivable sales programs; however, is responsible for collecting and remitting receivables under only one of the programs.

The loss on sale of receivables from continuing operations represents the discount taken by third-party financial institutions and was $0.6 million and $1.4 million for the thirteen weeks ended June 28, 2026 and twenty-six weeks ended June 28, 2026, respectively, and is included in Other expense (income), net in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company has not recognized any servicing assets or liabilities as of June 28, 2026 or December 28, 2025, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements.

3.INVENTORIES

Inventories consisted of the following:

| (in millions) | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
| Finished goods | $92.9 | $79.0 |
| Raw materials | 27.1 | 32.0 |
| Maintenance parts | 8.7 | 8.3 |
| Total inventories | $128.7 | $119.3 |

4.PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consisted of the following:

| (in millions) | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
| Land | $20.7 | $20.2 |
| Buildings | 119.5 | 118.2 |
| Machinery and equipment | 379.4 | 363.5 |
| Land improvements | 1.2 | 1.1 |
| Building improvements | 3.5 | 3.5 |
| Construction-in-progress | 32.4 | 25.2 |
|  | 556.7 | 531.7 |
| Less: accumulated depreciation | (177.0) | (152.5) |
| Property, plant and equipment, net | $379.7 | $379.2 |

Depreciation expense was $13.6 million and $11.9 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, and $26.8 million and $21.3 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Depreciation expense is included in Cost of goods sold and Selling, and General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

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 two additional buildings located in Hanover, PA and a tract of land located in Goodyear, AZ. The carrying value of these assets in the amount of $9.1 million has been reported as Assets held for sale on the Consolidated Balance Sheets as of June 28, 2026. No impairment has been recognized on these assets. The Company cannot provide assurance that it will be able to complete the sale of any 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 in the first half of 2027.

5.INTANGIBLE ASSETS, NET

Intangible assets, net, consisted of the following:

| (in millions) | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
| Subject to amortization: |  |  |
| Distributor/customer relationships | $647.7 | $647.7 |
| Trademarks | 59.9 | 59.9 |
| Amortizable assets, gross | 707.6 | 707.6 |
| Accumulated amortization | (206.0) | (187.9) |
| Amortizable assets, net | 501.6 | 519.7 |
| Not subject to amortization: |  |  |
| Trade names | 428.7 | 428.7 |
| Route assets | 18.2 | 15.5 |
| Intangible assets, net | $948.5 | $963.9 |

Amortization of distributor/customer relationships and trademarks amounted to $9.0 million for both the thirteen weeks ended June 28, 2026 and June 29, 2025, and $18.0 million for both the twenty-six weeks ended June 28, 2026 and June 29, 2025, 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 original terms ranging generally from one to ten years. The notes receivable balances due from IOs at June 28, 2026 and December 28, 2025 totaled $14.0 million and $14.8 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 one other bank. 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 agreements 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 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.

The balance of the obligations outstanding at the end of the reporting period are as follows:

| (in millions) |  |  |
| --- | --- | --- |
| Balance as of December 28, 2025 | $ | $8.6 |
| Invoices confirmed during the period | 20.1 |  |
| Confirmed invoices paid during the period | 19.3 |  |
| Balance as of June 28, 2026 | $ | $9.4 |

8.ACCRUED EXPENSES AND OTHER

Current accrued expenses and other consisted of the following:

| (in millions) | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
| Accrued compensation and benefits | $20.0 | $24.4 |
| Operating right of use liability | 21.3 | 18.6 |
| Insurance liabilities | 7.1 | 6.5 |
| Accounts receivable sales program - amounts collected and due to financial institution | 8.8 | 0.7 |
| Tax Receivable Agreement liability | 4.5 | 4.4 |
| Accrued freight and manufacturing related costs | 3.8 | 3.3 |
| Accrued dividends and distributions | 9.1 | 9.0 |
| Accrued interest | 10.6 | 10.7 |
| Accrued marketing | 4.4 | 1.9 |
| Other accrued expenses | 9.8 | 8.4 |
| Total accrued expenses and other | $99.4 | $87.9 |

Non-current accrued expenses and other consisted of the following:

| (in millions) | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
| Operating right of use liability | $152.4 | $139.2 |
| Tax Receivable Agreement liability | 19.2 | 19.6 |
| Supplemental retirement and salary continuation plans | 6.9 | 6.6 |
| Long-term portion of an interest rate hedge liability | 1.9 | 1.1 |
| Total accrued expenses and other | $180.4 | $166.5 |

9.TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE

Term debt and revolving credit facilities consisted of the following:

| Debt (in millions) | Original Principal Balance | Maturity Date | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- | --- | --- |
| Term Loan B (1) | $795.0 | January-32 | $630.3 | $630.3 |
| Real Estate Term Loan (2) | $88.1 | October-32 | 54.5 | 57.0 |
| Equipment loans (3) | $203.8 |  | 158.0 | 167.0 |
| Asset based lending (“ABL”) facility |  | July-28 | 0.3 | 0.2 |
| Net impact of debt issuance costs and original issue discount |  |  | (4.3) | (4.9) |
| Total long-term debt |  |  | 838.8 | 849.6 |
| Less: current portion |  |  | (38.6) | (31.4) |
| Long term portion of term debt and financing obligations |  |  | $800.2 | $818.2 |

(1) Credit agreement with a syndicate of banks, led by Bank of America, N.A. ("Term Loan B").

(2) Loan by City National Bank which is secured by a majority of the real estate assets of the Company ("Real Estate Term Loan").

(3) Equipment loans have varying maturities from December 2026 to July 2031.

Other Notes Payable and Finance Leases

Amounts outstanding under notes payable and finance leases consisted of the following:

| (in millions) | As of June 28, 2026 | As of December 28, 2025 |
| --- | --- | --- |
| Note payable – IO notes | $11.5 | $13.0 |
| Finance lease obligations | 6.5 | 7.7 |
| Total notes payable | 18.0 | 20.7 |
| Less: current portion | (6.0) | (6.5) |
| Long term portion of notes payable | $12.0 | $14.2 |

Interest Expense

Interest expense consisted of the following:

| (in millions) | Thirteen weeks ended June 28, 2026 | Thirteen weeks ended June 29, 2025 | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- | --- | --- |
| Company’s long-term debt | $10.1 | $10.9 | $20.0 | $21.8 |
| Amortization of deferred financing fees | 0.3 | 0.3 | 0.6 | 0.7 |
| IO loans | 0.3 | 0.2 | 0.5 | 0.4 |
| Total interest | $10.7 | $11.4 | $21.1 | $22.9 |

10.DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS 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. Any 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 June 2026, the Company terminated its previously existing swap agreement associated with the Term Loan B and received cash proceeds of $8.4 million. The proceeds were recorded in other comprehensive income (loss) and will be amortized into earnings over the remaining term of the swap. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $425.0 million. The agreement is scheduled to mature on December 31, 2029.

During the thirteen weeks ended June 28, 2026, in connection with the paydown of the Real Estate Term Loan related to the sale of a property discussed in Note 4. Property, Plant and Equipment, Net, and the estimated future paydowns anticipated upon the sale of assets held for sale, the Company determined that the forecasted interest payments associated with $8.7 million of the notional amount of its Real Estate Term Loan interest rate swap were no longer probable of occurring. Accordingly, effective June 15, 2026, the Company de-designated that $8.7 million portion of the hedging relationship while continuing to apply cash flow hedge accounting to the remaining $34.0 million notional amount, which remains designated as a cash flow hedge. The de-designated $8.7 million notional amount is carried at fair value, with subsequent mark-to-market adjustments recognized immediately in earnings.

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 $92.5 million as of June 28, 2026 and $66.9 million as of December 28, 2025. 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 gains totaling $1.6 million and $1.1 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, and $9.2 million and $1.7 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, 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 June 28, 2026:

| (in millions) | Level 1 | Level 2 | Level 3 | Total |
| --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |
| Cash and cash equivalents | $58.6 | — | — | $58.6 |
| Interest rate swaps | — | 0.1 | — | 0.1 |
| Total assets | $58.6 | $0.1 | — | $58.7 |
| Liabilities: |  |  |  |  |
| Commodity contracts | — | $0.6 | — | $0.6 |
| Interest rate swaps | — | 2.2 | — | 2.2 |
| Debt | — | 838.8 | — | 838.8 |
| Total liabilities | — | $841.6 | — | $841.6 |

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 28, 2025:

| (in millions) | Level 1 | Level 2 | Level 3 | Total |
| --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |
| Cash and cash equivalents | $120.4 | — | — | $120.4 |
| Interest rate swaps | — | 0.8 | — | 0.8 |
| Total assets | $120.4 | $0.8 | — | $121.2 |
| Liabilities: |  |  |  |  |
| Commodity contracts | — | $1.2 | — | $1.2 |
| Interest rate swaps | — | 1.1 | — | 1.1 |
| Debt | — | 849.6 | — | 849.6 |
| Total liabilities | — | $851.9 | — | $851.9 |

11.CONTINGENCIES

Litigation Matters

The Company is involved in litigation and other matters incidental to the conduct of its business, the results of which, 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 $70.3 million and $69.5 million at June 28, 2026 and December 28, 2025, respectively, which loans are accounted for as off balance sheet arrangements. As discussed in Note 6. Notes Receivable, the Company also sold notes receivable on its books to Bank of America during the thirteen weeks ended June 28, 2026 and June 29, 2025, which the Company partially guarantees. The outstanding balance of notes purchased by Bank of America at June 28, 2026 and December 28, 2025 was $11.0 million and $12.5 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 one other bank. The outstanding balance of these loans was $0.5 million and $1.3 million at June 28, 2026 and December 28, 2025, respectively, all of which was included in the Company's Consolidated Balance Sheets at June 28, 2026 and December 28, 2025, 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.

Product recall

In May 2026, the Company issued a voluntary recall in the United States of certain limited varieties of Zapp’s® and Dirty® potato chips. This voluntary recall follows notification that a seasoning containing dry milk powder, sourced from California Dairies, Inc. and supplied by a third-party supplier, may contain the presence of Salmonella. The affected seasoning batches tested negative for Salmonella prior to use; however, out of an abundance of caution, the Company recalled limited varieties of Zapp’s® and Dirty® brand potato chips. The Company does not expect the recall to have a material effect on its consolidated financial statements.

12.SUPPLEMENTARY CASH FLOW INFORMATION

| (in millions) | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- |
| Cash paid for interest | $26.9 | $28.9 |
| Refunds related to income taxes | — | $0.2 |
| Payments for income taxes(1) | $17.4 | $1.8 |
| Non-cash finance lease additions | $0.3 | $1.4 |
| Non-cash operating lease additions | $23.8 | $15.3 |

(1) The payments for income taxes during the twenty-six weeks ended June 28, 2026 includes $16.5 million related to the purchase of tax credits.

The Company presents the gain on the sale of disposals of property and equipment, and the gain on the sale of routes within Gain on sale of assets, net within the Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statements of Cash Flows.

13.INCOME TAXES

The Company is subject to federal and state income taxes with respect to the Company's 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 benefit of $0.2 million and expense of $0.4 million for the thirteen and twenty-six weeks ended June 28, 2026, respectively. Comparably, the Company recorded income tax benefit of $3.2 million and $3.8 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively. The effective tax rates for the thirteen and twenty-six weeks ended June 28, 2026 were 1.2% and (2.2)%, respectively. Comparably, the effective tax rates for the thirteen and twenty-six weeks ended June 29, 2025 were (46.4)% and (31.7)%, 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, with respect to the thirteen weeks and twenty-six weeks ended June 29, 2025, the fair value impact of warrant liabilities. During the thirteen and twenty-six weeks ended June 28, 2026, the effective tax rate was primarily impacted by statutory state tax rate changes, which resulted in discrete tax expense of $0.1 million and $0.5 million, respectively.

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 June 28, 2026, 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 June 28, 2026, tax years 2022 through 2026 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 2021 through 2026 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 June 28, 2026 or December 28, 2025.

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 June 28, 2026 and December 28, 2025, the Company had a liability of $23.7 million and $24.0 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.

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 June 28, 2026 | Thirteen weeks ended June 29, 2025 | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- | --- | --- |
| Net sales | $371.8 | $366.7 | $733.1 | $718.8 |
| Materials | 149.9 | 158.0 | 303.3 | 317.6 |
| Conversion costs (a) | 54.7 | 51.5 | 108.7 | 96.6 |
| Delivery (b) | 21.4 | 20.0 | 42.1 | 43.5 |
| Other cost of goods sold (c) | 49.6 | 41.9 | 90.9 | 83.4 |
| Gross profit | 96.2 | 95.3 | 188.1 | 177.7 |
| Marketing (d) | 8.8 | 8.3 | 15.0 | 12.9 |
| Selling expenses (e) | 55.8 | 46.0 | 100.7 | 82.9 |
| General and Administrative expenses (f) | 36.7 | 33.7 | 71.0 | 69.6 |
| Total selling, general and administrative expenses | 101.3 | 88.0 | 186.7 | 165.4 |
| (Loss) gain on sale of assets, net | (0.4) | (0.9) | 0.9 | (0.2) |
| (Loss) income from operations | (5.5) | 6.4 | 2.3 | 12.1 |
| Interest expense | (10.7) | (11.4) | (21.1) | (22.9) |
| Loss on debt extinguishment | — | — | — | (0.5) |
| Other (expense) income | — | (0.6) | 0.8 | (0.2) |
| Gain on remeasurement of warrant liability | — | 12.5 | — | 23.5 |
| Other (loss) income, net | (10.7) | 0.5 | (20.3) | (0.1) |
| (Loss) income before income taxes | (16.2) | 6.9 | (18.0) | 12.0 |
| Income tax (benefit) expense | (0.2) | (3.2) | 0.4 | (3.8) |
| Net (loss) income | $(16.0) | $10.1 | $(18.4) | $15.8 |

(a) Conversion costs include direct labor, indirect labor, and overhead expenses.

(b) Delivery charges related to amounts shipped to distribution centers and end customers, and transfer costs between facilities.

(c) Other cost of goods sold consists of logistics and other charges.

(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.

(f) General and administrative expenses include administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from certain transaction services agreements.

15.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 (loss) income per share:

| (in millions, except share data) | Thirteen weeks ended June 28, 2026 | Thirteen weeks ended June 29, 2025 | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- | --- | --- |
| Numerator: |  |  |  |  |
| Net (loss) income attributable to common stockholders | $(10.1) | $10.5 | $(11.8) | $18.0 |
| Denominator: |  |  |  |  |
| Weighted average Class A Common Stock shares, basic | 88,510,845 | 86,118,292 | 88,429,350 | 85,919,842 |
| Dilutive securities included in diluted earnings per share calculation: |  |  |  |  |
| Warrants | — | 882,524 | — | 1,046,428 |
| RSUs | — | 433,902 | — | 410,450 |
| PSUs | — | 244,722 | — | 227,426 |
| Stock options | — | — | — | 397 |
| Total dilutive weighted average shares | 88,510,845 | 87,679,440 | 88,429,350 | 87,604,543 |
| Basic (loss) income per share | $(0.11) | $0.12 | $(0.13) | $0.21 |
| Diluted (loss) income per share | $(0.11) | $0.12 | $(0.13) | $0.21 |
| Weighted average Class V Common Stock not subject to earnings per share calculation | 55,349,000 | 55,349,000 | 55,349,000 | 55,502,846 |
| Net loss attributable to noncontrolling interest | $(5.9) | $(0.4) | $(6.6) | $(2.2) |

The diluted earnings per share computation includes the effect of the 7,200,000 private placement warrants (the "Warrants") for the period in which they were outstanding. The Warrants 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. The diluted earnings per share computation excludes the effect of 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 calculations are as follows:

| Line item | Thirteen weeks ended June 28, 2026 | Thirteen weeks ended June 29, 2025 | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- | --- | --- |
| RSUs | 1,727,501 | 382,588 | 1,520,030 | 331,538 |
| PSUs | 848,031 | 435,156 | 837,991 | 418,315 |
| Stock options | 649,930 | 649,930 | 649,930 | 633,007 |

Shares of the Company’s Class V Common Stock do not participate in earnings of the Company and, therefore, are not participating securities. The PSUs and RSUs were not considered participating securities despite the holders of these stock-based compensation awards being entitled to participate in dividends declared on Class A Common Stock, if and when declared, on a one-to-one per-share basis, because the dividends are only payable upon full vesting of the awards, and as such, the dividend is forfeitable. As of both of June 28, 2026 and December 28, 2025, the Noncontrolling Interest Holders held all

55,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of units of UBH, which comprise the noncontrolling interest.

16.SUBSEQUENT EVENTS

On July 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Idaho USA, Inc., a Delaware corporation (“Acquiror”), Idaho Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Acquiror (“Merger Sub”), and Intersnack Group GmbH & Co. KG, a German limited partnership (“Intersnack Group”). The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of Intersnack Group. The transaction was announced on July 21, 2026. At the effective time of the Merger, each share of Class A Common Stock issued and outstanding immediately prior to the effective time (subject to customary exceptions, including shares held in treasury, shares owned by Intersnack Group or its subsidiaries and shares as to which appraisal rights have been properly exercised) will be converted into the right to receive $14.25 per share in cash, without interest, representing a premium of approximately 91% over the July 20, 2026 closing price of the Class A Common Stock and an enterprise value of approximately $2.9 billion, and each share of Class V Common Stock issued and outstanding immediately prior to the effective time will be cancelled for no consideration. Substantially concurrently with the closing, (i) the Tax Receivable Agreement will terminate in exchange for an aggregate payment of $44.0 million to Series U of UM Partners, LLC and Series R of UM Partners, LLC (the “Continuing Stockholders”) and (ii) a recapitalization of UBH will be completed such that, immediately following the closing, the surviving corporation and the Continuing Stockholders will each own 50% of the outstanding common units of UBH. Consummation of the Merger is subject to closing conditions, including stockholder and regulatory approvals, and the Merger Agreement contains certain termination rights, including that the Company may be required to pay Acquiror a termination fee of $50.0 million in specified circumstances. During the pendency of the Merger, the Company is subject to interim operating covenants. The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions.

## Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 twenty-six weeks ended June 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").

Our fiscal year end is the Sunday closest to December 31. Our fiscal year 2025 ended December 28, 2025 and was a fifty-two-week fiscal year. Our fiscal year 2026 will end on January 3, 2027 and will be a fifty-three-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 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 June 28, 2026. As of June 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.

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"). 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 6.5% and down 2.2%, respectively, for the thirteen weeks ended June 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 $154 billion market for U.S. snack foods as of June 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 June 28, 2026, U.S. retail sales for salty snacks based on Circana data increased by 0.8% versus the comparable prior year period while Utz's retail sales increased 0.3%.

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 (or associated refund initiatives) as compared to other multi-national salty snack food companies. Additionally, since 2024, certain competitors have implemented more aggressive promotional strategies from time to time, which has caused us to respond with our own promotional changes. We expect the pricing and promotional environment to remain dynamic in the near-term. 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, 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 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 June 28, 2026, we had $685.1 million in variable rate indebtedness, down from $687.5 million as of December 28, 2025. As of June 28, 2026, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”). In June 2026, the Company terminated its previously existing swap agreement associated with the Term Loan B and received cash proceeds of $8.4 million. The proceeds were recorded in other comprehensive income (loss) and will be amortized into earnings over the remaining term of the swap. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $425.0 million. The agreement is scheduled to mature on December 31, 2029. During the thirteen weeks ended June 28, 2026, in connection with the paydown of the Real Estate Term Loan related to the sale of a property discussed in Note 4. Property, Plant and Equipment, Net, and the estimated future paydowns anticipated upon the sale of assets held for sale, the Company determined that the forecasted interest payments associated with $8.7 million of the notional amount of its Real Estate Term Loan interest rate swap were no longer probable of occurring. Accordingly, effective June 15, 2026, the Company de-designated that $8.7 million portion of the hedging relationship while continuing to apply cash flow hedge accounting to the remaining $34.0 million notional amount, which remains designated as a cash flow hedge. The de-designated $8.7 million notional amount is carried at fair value, with subsequent mark-to-market adjustments recognized immediately in earnings.

As of June 28, 2026, we have existing interest rate swaps totaling $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 June 28, 2026, our interest rate swaps were carried as a net liability on our balance sheet totaling $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 twenty-six weeks ended June 28, 2026 was 6.4%, up from 4.8% during the twenty-six weeks ended June 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.

Other Business Trends – The ongoing conflict in Iran and geopolitical tensions in the region could lead to significant disruption of global energy supplies and increases in global energy prices, adversely affect global supply chains, heighten inflationary pressures on our input costs and supply chain, and adversely affect consumer spending patterns. Although we have no operations in the Middle East and nearly all our input costs are sourced domestically, we are continuing to evaluate the evolving macroeconomic environment. However, at this time, we do not expect these factors to result in a material negative effect on our business, financial condition and results of operations in 2026.

Product Recall – In May 2026, the Company issued a voluntary recall in the United States of certain limited varieties of Zapp’s® and Dirty® potato chips. This voluntary recall follows notification that a seasoning containing dry milk powder, sourced from California Dairies, Inc. and supplied by a third-party supplier, may contain the presence of Salmonella. The affected seasoning batches tested negative for Salmonella prior to use; however, out of an abundance of caution, the Company recalled limited varieties of Zapp’s® and Dirty® brand potato chips.

Recent Developments and Significant Items Affecting Comparability

Intersnack Group Transaction

On July 20, 2026, Utz and Intersnack Group GmbH & Co. KG (“Intersnack Group” or “Intersnack”) entered into a definitive agreement pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Company for $14.25 per share in cash. Upon closing the transaction, Utz will become a private company with Series U of UM Partners, LLC and Series R of UM Partners, LLC, on the one hand, and Intersnack Group, on the other hand, each owning 50% of Utz. As such, the Company will not provide its outlook for 2026 and will not hold a conference call to discuss the Company’s financial results for the second quarter and year-to-date period ended June 28, 2026. The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions. See Note 16. Subsequent Events to our unaudited consolidated financial statements contained in Part I, Item 1, and Part II, Item 1A “Risk Factors,” of this Quarterly Report on Form 10-Q for more information regarding this transaction.

Acquisitions and Dispositions

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 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 two additional buildings located in Hanover, 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 during the fiscal year ended December 28, 2025.

Product Innovation

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 June 28, 2026 and the twenty-six weeks ended June 28, 2026 versus the comparable prior year periods with growth of 65.5% and 108.4%, respectively, per Circana. In the natural channel, Boulder Canyon growth was 13.2% and 23.3% for the twelve weeks ended June 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.

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 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. Commodity cost increases 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 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 and other input costs 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.

Results of Operations

Overview

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

| (in millions) | Thirteen weeks ended June 28, 2026 | Thirteen weeks ended June 29, 2025 | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- | --- | --- |
| Net sales | $371.8 | $366.7 | $733.1 | $718.8 |
| Cost of goods sold | 275.6 | 271.4 | 545.0 | 541.1 |
| Gross profit | 96.2 | 95.3 | 188.1 | 177.7 |
| Selling, general, and administrative expenses |  |  |  |  |
| Selling | 64.6 | 54.3 | 115.7 | 95.8 |
| General and administrative | 36.7 | 33.7 | 71.0 | 69.6 |
| Total selling, general, and administrative expenses | 101.3 | 88.0 | 186.7 | 165.4 |
| (Loss) gain on sale of assets, net | (0.4) | (0.9) | 0.9 | (0.2) |
| (Loss) income from operations | (5.5) | 6.4 | 2.3 | 12.1 |
| Other (loss) income, net |  |  |  |  |
| Interest expense | (10.7) | (11.4) | (21.1) | (22.9) |
| Loss on debt extinguishment | — | — | — | (0.5) |
| Other (loss) income | — | (0.6) | 0.8 | (0.2) |
| Gain on remeasurement of warrant liability | — | 12.5 | — | 23.5 |
| Other (loss) income, net | (10.7) | 0.5 | (20.3) | (0.1) |
| (Loss) income before taxes | (16.2) | 6.9 | (18.0) | 12.0 |
| Income tax expense (benefit) | (0.2) | (3.2) | 0.4 | (3.8) |
| Net (loss) income | (16.0) | 10.1 | (18.4) | 15.8 |
| Net loss attributable to noncontrolling interest | 5.9 | 0.4 | 6.6 | 2.2 |
| Net (loss) income attributable to controlling interest | $(10.1) | $10.5 | $(11.8) | $18.0 |

Thirteen weeks ended June 28, 2026 versus Thirteen weeks ended June 29, 2025

Net sales

Net sales were $371.8 million and $366.7 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively. Net sales for the thirteen weeks ended June 28, 2026 increased $5.1 million or 1.4% over the comparable period in 2025. The 1.4% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 2.2% reduction from volume/mix. Independent operator ("IO") discounts were $43.9 million for the thirteen weeks ended June 28, 2026, down from $47.0 million for the corresponding thirteen weeks ended June 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 June 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 June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 3.3% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 12.1% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Cost of goods sold and Gross profit

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

Selling, general, and administrative expense

Selling, general, and administrative expenses were $101.3 million and $88.0 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $13.3 million, or 15.1%, for the thirteen weeks ended June 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.

Loss on sale of assets

Loss on sale of assets was $0.4 million and $0.9 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.

Gain on remeasurement of warrant liability

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

Income taxes

Income tax benefit was $0.2 million and $3.2 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.

Twenty-six weeks ended June 28, 2026 versus twenty-six weeks ended June 29, 2025

Net sales

Net sales were $733.1 million and $718.8 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Net sales for the twenty-six weeks ended June 28, 2026 increased $14.3 million, or 2.0%, over the comparable period in 2025. The 2.0% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 1.6% reduction from volume/mix. IO discounts were $87.0 million for the twenty-six weeks ended June 28, 2026, down from $91.7 million for the corresponding twenty-six weeks ended June 29, 2025.

For the twenty-six weeks ended June 28, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively. For the twenty-six weeks ended June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 4.2% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 13.3% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Cost of goods sold and Gross profit

Gross profit was $188.1 million and $177.7 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Our gross profit margin was 25.7% for the twenty-six weeks ended June 28, 2026 versus 24.7% for the twenty-six weeks ended June 29, 2025. The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.

Selling, general, and administrative expense

Selling, general, and administrative expenses were $186.7 million and $165.4 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $21.3 million or 12.9% for the twenty-six weeks ended June 28, 2026 over the corresponding period in fiscal year 2025. The increase was primarily due to increased marketing, and adding capabilities to support the Company’s geographic expansion and growth initiatives.

Gain (loss) on sale of assets

Gain (loss) on sale of assets was $0.9 million and $(0.2) million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

Gain on remeasurement of warrant liability

Gain on remeasurement of warrant liability was $23.5 million for the twenty-six weeks ended June 29, 2025 The warrants were fully exercised in a cashless exchange in August 2025.

Income taxes

Income tax expense (benefit) was $0.4 million and $(3.8) million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

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 supply chain transformation, corporate transformation and non-cash items. 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.

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 unchanged. 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.

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; Supply Chain and Corporate Transformation costs and gains.

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.

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

_13-weeks Ended June 28, 2026_

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions) | As Reported |  | Depreciation and Amortization |  | Other Adj. |  | EBITDA |  | (4)Supply Chain Transformation |  | (5)Corporate Transformation |  | (6)Other Non-Cash Adj. |  | Other Adj. |  | Adjusted EBITDA |  |  |
| Net sales | $ | $371.8 | $ | — | $ | — | $ | $371.8 | $ | — | $ | — | $ | — | $ | — | $ | $371.8 |  |
| Cost of goods sold | (275.6) |  | 11.3 |  | — |  | (264.3) |  | 10.1 |  | 3.0 |  | 3.0 |  | — |  | (248.2) |  |  |
| Gross profit | 96.2 |  | 11.3 |  | — |  | 107.5 |  | 10.1 |  | 3.0 |  | 3.0 |  | — |  | 123.6 |  | (1) |
| Gross margin | 25.9 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 33.2 |  | (1) |
| Selling, general and administrative expenses | (101.3) |  | 11.6 |  | — |  | (89.7) |  | 0.3 |  | 16.0 |  | 5.5 |  | — |  | (67.9) |  | (2) |
| Loss on sale of assets, net | (0.4) |  | — |  | — |  | (0.4) |  | — |  | 0.4 |  | — |  | — |  | — |  |  |
| Loss from operations | (5.5) |  | 22.9 |  | — |  | 17.4 |  | 10.4 |  | 19.4 |  | 8.5 |  | — |  | 55.7 |  |  |
| Interest expense | (10.7) |  | — |  | 10.7 |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Other income, net | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Loss before income taxes | (16.2) |  | 22.9 |  | 10.7 |  | 17.4 |  | 10.4 |  | 19.4 |  | 8.5 |  | — |  | 55.7 |  |  |
| Income tax benefit | (0.2) |  | — |  | 0.2 |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Net loss | $ | $(16.0) | $ | $22.9 | $ | $10.5 | $ | $17.4 | $ | $10.4 | $ | $19.4 | $ | $8.5 | $ | — | $ | $55.7 | (3) |

_26-weeks Ended June 28, 2026_

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions) | As Reported |  | Depreciation and Amortization |  | Other Adj. |  | EBITDA |  | (4)Supply Chain Transformation |  | (5)Corporate Transformation |  | (6)Other Non-Cash Adj. |  | Other Adj. |  | Adjusted EBITDA |  |  |
| Net sales | $ | $733.1 | $ | — | $ | — | $ | $733.1 | $ | — | $ | — | $ | — | $ | — | $ | $733.1 |  |
| Cost of goods sold | (545.0) |  | 22.2 |  | — |  | (522.8) |  | 17.7 |  | 5.5 |  | 1.5 |  | — |  | (498.1) |  |  |
| Gross profit | 188.1 |  | 22.2 |  | — |  | 210.3 |  | 17.7 |  | 5.5 |  | 1.5 |  | — |  | 235.0 |  | (1) |
| Gross margin | 25.7 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 32.1 |  | (1) |
| Selling, general and administrative expenses | (186.7) |  | 23.2 |  | — |  | (163.5) |  | 0.6 |  | 20.7 |  | 10.8 |  | — |  | (131.4) |  | (2) |
| Gain on sale of assets, net | 0.9 |  | — |  | — |  | 0.9 |  | — |  | (0.9) |  | — |  | — |  | — |  |  |
| Income from operations | 2.3 |  | 45.4 |  | — |  | 47.7 |  | 18.3 |  | 25.3 |  | 12.3 |  | — |  | 103.6 |  |  |
| Interest expense | (21.1) |  | — |  | 21.1 |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Other income, net | 0.8 |  | — |  | (0.8) |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Loss before income taxes | (18.0) |  | 45.4 |  | 20.3 |  | 47.7 |  | 18.3 |  | 25.3 |  | 12.3 |  | — |  | 103.6 |  |  |
| Income tax expense | 0.4 |  | — |  | (0.4) |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Net loss | $ | $(18.4) | $ | $45.4 | $ | $20.7 | $ | $47.7 | $ | $18.3 | $ | $25.3 | $ | $12.3 | $ | — | $ | $103.6 | (3) |

| Line item | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 | 13-weeks Ended June 29,2025 |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions) | As Reported |  | Depreciation and Amortization |  | Other Adj. |  | EBITDA |  | (4)Supply Chain Transformation |  | (5)Corporate Transformation |  | (6)Other Non-Cash Adj. |  | Other Adj. |  | Adjusted EBITDA |  |  |
| Net sales | $ | $366.7 | $ | — | $ | — | $ | $366.7 | $ | — | $ | — | $ | — | $ | — | $ | $366.7 |  |
| Cost of goods sold | (271.4) |  | 9.9 |  | — |  | (261.5) |  | 9.4 |  | 0.6 |  | 1.0 |  | — |  | (250.5) |  |  |
| Gross profit | 95.3 |  | 9.9 |  | — |  | 105.2 |  | 9.4 |  | 0.6 |  | 1.0 |  | — |  | 116.2 |  | (1) |
| Gross margin | 26.0 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 31.7 |  | (1) |
| Selling, general and administrative expenses | (88.0) |  | 11.4 |  | — |  | (76.6) |  | 0.7 |  | 4.1 |  | 4.4 |  | — |  | (67.4) |  | (2) |
| Loss on sale of assets, net | (0.9) |  | — |  | — |  | (0.9) |  | 0.5 |  | 0.4 |  | — |  | — |  | — |  |  |
| Income from operations | 6.4 |  | 21.3 |  | — |  | 27.7 |  | 10.6 |  | 5.1 |  | 5.4 |  | — |  | 48.8 |  |  |
| Interest expense | (11.4) |  | — |  | 11.4 |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Gain on remeasurement of warrant liability | 12.5 |  | — |  | — |  | 12.5 |  | — |  | — |  | — |  | (12.5) |  | — |  |  |
| Other loss, net | (0.6) |  | — |  | (0.5) |  | (1.1) |  | — |  | 1.0 |  | — |  | — |  | (0.1) |  |  |
| Income before income taxes | 6.9 |  | 21.3 |  | 10.9 |  | 39.1 |  | 10.6 |  | 6.1 |  | 5.4 |  | (12.5) |  | 48.7 |  |  |
| Income tax benefit | (3.2) |  | — |  | 3.2 |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Net income | $ | $10.1 | $ | $21.3 | $ | $7.7 | $ | $39.1 | $ | $10.6 | $ | $6.1 | $ | $5.4 | $ | $(12.5) | $ | $48.7 | (3) |

| Line item | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 | 26-weeks Ended June 29,2025 |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (dollars in millions) | As Reported |  | Depreciation and Amortization |  | Other Adj. |  | EBITDA |  | (4)Supply Chain Transformation |  | (5)Corporate Transformation |  | (6)Other Non-Cash Adj. |  | Other Adj. |  | Adjusted EBITDA |  |  |
| Net sales | $ | $718.8 | $ | — | $ | — | $ | $718.8 | $ | — | $ | — | $ | — | $ | — | $ | $718.8 |  |
| Cost of goods sold | (541.1) |  | 17.9 |  | — |  | (523.2) |  | 17.7 |  | 2.0 |  | 2.1 |  | — |  | (501.4) |  |  |
| Gross profit | 177.7 |  | 17.9 |  | — |  | 195.6 |  | 17.7 |  | 2.0 |  | 2.1 |  | — |  | 217.4 |  | (1) |
| Gross margin | 24.7 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 30.2 |  | (1) |
| Selling, general and administrative expenses | (165.4) |  | 22.1 |  | — |  | (143.3) |  | 1.4 |  | 9.4 |  | 9.0 |  | — |  | (123.5) |  | (2) |
| Loss on sale of assets, net | (0.2) |  | — |  | — |  | (0.2) |  | 0.2 |  | — |  | — |  | — |  | — |  |  |
| Income from operations | 12.1 |  | 40.0 |  | — |  | 52.1 |  | 19.3 |  | 11.4 |  | 11.1 |  | — |  | 93.9 |  |  |
| Interest expense | (22.9) |  | — |  | 22.9 |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Loss on debt extinguishment | (0.5) |  | — |  | — |  | (0.5) |  | — |  | 0.5 |  | — |  | — |  | — |  |  |
| Gain on remeasurement of warrant liability | 23.5 |  | — |  | — |  | 23.5 |  | — |  | — |  | — |  | (23.5) |  | — |  |  |
| Other loss, net | (0.2) |  | — |  | (1.0) |  | (1.2) |  | — |  | 1.1 |  | — |  | — |  | (0.1) |  |  |
| Income before income taxes | 12.0 |  | 40.0 |  | 21.9 |  | 73.9 |  | 19.3 |  | 13.0 |  | 11.1 |  | (23.5) |  | 93.8 |  |  |
| Income tax benefit | (3.8) |  | — |  | 3.8 |  | — |  | — |  | — |  | — |  | — |  | — |  |  |
| Net income | $ | $15.8 | $ | $40.0 | $ | $18.1 | $ | $73.9 | $ | $19.3 | $ | $13.0 | $ | $11.1 | $ | $(23.5) | $ | $93.8 | (3) |

(1) Adjusted Gross Profit and Adjusted Gross Margin were $123.6 million and 33.2%, respectively for the thirteen weeks ended June 28, 2026, and $116.2 million and 31.7% for the thirteen weeks ended June 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 $67.9 million and $67.4 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 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 $55.7 million and $48.7 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 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 not reflect the cost of normal business operations. For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, supply chain transformation initiatives were $10.4 million and $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 and Insignia 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 June 28, 2026 and thirteen weeks ended June 29, 2025, corporate transformation initiatives were $19.4 million and $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 June 28, 2026 and thirteen weeks ended June 29, 2025 are comprised primarily of $3.8 million and $2.7 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $4.7 million and $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.

(7) Other income/(expense), net represents the Company’s non-operating income and expense related to interest income, fees associated with our receivable finance program, and mark-to-market on notional portion of interest rate swap not accounted for under interest rate hedge accounting, benefit related to changes in the Company’s tax receivable liability, monetary conversion, other items not related to our operations.

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 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.

Under the Merger Agreement, there are certain restrictions on the Company's ability to incur indebtedness, make capital expenditures, issue and repurchase securities, declare dividends and engage in certain other matters affecting capital resources, in each case subject to specified exceptions.

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.

ABL Facility

As of June 28, 2026 and December 28, 2025 $0.3 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 June 28, 2026 and December 28, 2025, $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 million, have been issued as of June 28, 2026 and December 28, 2025, respectively. The standby letters of credit are primarily issued for insurance purposes.

Cash Requirements

Our expected future payments at June 28, 2026 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.

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 and Fair Value.

IO Guarantees Off Balance Sheet

The Company partially guarantees loans made to IOs by Bank of America and one other bank 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 twenty-six weeks ended June 28, 2026 and June 29, 2025.

| (in millions) | Twenty-six weeks ended June 28, 2026 | Twenty-six weeks ended June 29, 2025 |
| --- | --- | --- |
| Net cash used in operating activities | $(0.5) | $(3.9) |
| Net cash used in investing activities | $(29.5) | $(71.3) |
| Net cash (used in) provided by financing activities | $(31.8) | $73.7 |

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

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

Net cash used in financing activities was $31.8 million for the twenty-six weeks ended June 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 $73.7 million for the twenty-six weeks ended June 29, 2025, which was primarily driven by net borrowings on line of credit, term debt and notes payable of $97.7 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock awards tax withholdings and debt issuance costs.

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 June 28, 2026.

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

Goodwill

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 twenty-six weeks ended June 28, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization. As of June 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 June 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. Subsequent to June 28, 2026, the Company entered into a definitive agreement to be acquired for $14.25 per share (see Note 16. Subsequent Events). The implied value of the consideration to be paid in the transaction exceeds the carrying value of the Company's net assets, which the Company considers to be additional evidence supporting the recoverability of its goodwill.

There were no other 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 28, 2025 filed on February 12, 2026.

## 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 28, 2025 filed on February 12, 2026. 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 28, 2025 filed on February 12, 2026.

## ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures (as defined in Rule 13a-15(e)) 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 June 28, 2026.

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 28, 2025 filed on February 12, 2026 (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 2025 Form 10-K.

The announcement and pendency of the proposed Merger may adversely affect our business, financial condition, and results of operations.

The announcement and pendency of the proposed Merger could cause disruptions to our business or business relationships and create uncertainty surrounding our business, which could have an adverse impact on our financial condition and results of operations, regardless of whether the Merger is completed, including as a result of the following (all of which could be exacerbated by a delay in completion of the Merger):

- customers, suppliers, independent operators or other parties with which we maintain business relationships may experience uncertainty prior to the closing of the Merger and seek alternative relationships with third parties or seek to terminate or renegotiate their relationships with us;
- our employees may experience uncertainty about their future roles with us, which might adversely affect our ability to attract, retain and motivate key personnel and other employees;
- the restrictions imposed on our business and operations pursuant to certain covenants set forth in the Merger Agreement, which may prevent us from pursuing certain opportunities;
- the incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger;
- the attention of our management may be directed to Merger-related considerations and may be diverted from the day-to-day operations of our business;
- there may be litigation relating to the Merger, or injunctions or governmental orders initiated by a governmental entity restraining, enjoining or prohibiting the consummation of the Merger, and there may be costs related thereto; and
- other developments beyond our control, including, but not limited to, changes in domestic or global and general and industry-specific economic and market conditions that may affect the timing or success of the Merger.

Failure to consummate the Merger could have a material adverse impact on our business, financial condition and results of operations.

There can be no assurance that the proposed Merger will be consummated. The consummation of the proposed Merger is subject to various closing conditions. There can be no assurance that the conditions to closing will be satisfied in a timely manner or at all. If the Merger is not completed, we may suffer consequences that could adversely affect our business, results of operations, and the price of our Class A Common Stock, including the following:

- there can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Intersnack Group or a breach of related transaction agreements by the Series U of UM Partners, LLC or Series R of UM Partners, LLC or that we will wholly or partially recover for any damages incurred by us in connection with the Merger and the other transactions;
- we would have incurred and will incur significant costs in connection with the Merger that we would be unable to wholly or partially recover;
- we may be subject to legal proceedings related to the Merger;
- the failure of the Merger to be consummated may result in negative publicity and a negative impression of us among consumers or customers or in the investment community or business community generally;
- any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with our employees, customers, suppliers, independent operators and other business partners, may continue or intensify in the event the Merger is not consummated;
- we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures; and
- we may experience a departure of management personnel and other employees.

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and may discourage other third parties from offering a favorable alternative transaction proposal.

Under the Merger Agreement, we will be restricted from soliciting or participating in any discussions or negotiations with any third party with respect to alternative acquisition proposals, subject to certain limited exceptions. Upon termination of the Merger Agreement under certain circumstances we would be required to pay Intersnack Group a termination fee of $50 million, including if the Merger Agreement is terminated by Intersnack Group following (a) a change of recommendation by our board of directors (acting on the recommendation of our special committee) or our special committee or (b) a willful and material breach by us of the no solicitation provisions, or if the Merger Agreement is terminated by us to enter into a superior proposal.

These provisions could discourage a third party that may have an interest in acquiring all or a significant part of our business from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the consideration in the Merger. If the Merger Agreement is terminated and we decide to seek another business combination, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement. In certain circumstances, we would be required to pay Intersnack Group a termination fee of $50 million if such a business combination is agreed to or consummated within 12 months after such termination.

We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to limit the conduct of our business to those actions undertaken in all material respects in the ordinary course of business consistent and to refrain from, among other things: incurring debt above certain limits and incurring certain capital expenditures, in each case, subject to certain exceptions set forth in the Merger Agreement. Because of these restrictions, we may be prevented from undertaking certain actions with respect to our strategic plans or the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

We and our directors may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies and their directors when companies enter into agreements for transactions similar to those contemplated by the Merger Agreement, and such lawsuits may be brought against us and our directors in connection with the Merger Agreement. Even if the lawsuits are without merit, these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect our business, financial position, and results of operations.

Our holders of Class A Common Stock will not benefit from future growth opportunities as stockholders of the Company if the Merger is completed.

If the Merger is completed, the holders of our Class A Common Stock will receive cash for their shares of Class A Common Stock and will no longer have the opportunity to participate in any future growth or potential appreciation in the value of the Company.

## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 10, 2026, the Board of Directors authorized a $50 million share repurchase program. There is no expiration date on the program. For the thirteen weeks ended June 28, 2026, no shares were repurchased under this program.

## ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

## ITEM 4. MINE SAFETY DISCLOSURES

None.

## ITEM 5. OTHER INFORMATION

(a) None.

(b) None.

(c) None.

## ITEM 6. EXHIBITS

The exhibits listed in the following exhibit index are filed or furnished as part of this report.

EXHIBIT INDEX

| Exhibit / Number | Exhibit Description |
| --- | --- |
| 2.1† | Agreement and Plan of Merger, dated as of July 20, 2026, by and among Utz Brands, Inc., Idaho USA, Inc., Idaho Merger Sub, Inc. and Intersnack Group GmbH & Co. KG (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 2.2† | Implementation Agreement, dated as of July 20, 2026, by and among Utz Brands, Inc., Utz Brands Holdings, LLC, Intersnack Group GmbH & Co. KG, Idaho USA, Inc., Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 3.1 | Certificate of Domestication of the Company, dated as of August 28, 2020 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on September 3, 2020). |
| 3.2 | Certificate of Incorporation of the Company, dated as of April 25, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 20, 2025). |
| 3.3* | Amended and Restated By-Laws of the Company, dated as of March 21, 2023, as amended through July 20, 2026. |
| 10.1 | Voting Agreement, dated as of July 20, 2026, by and among Utz Brands, Inc., Intersnack Group GmbH & Co. KG, Idaho USA, Inc., Series U of UM Partners, LLC, Series R of UM Partners, LLC, Dylan B. Lissette, Timothy P. Brown and the Rice Family Foundation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 10.2 | Amendment No. 2 to Tax Receivable Agreement, dated as of July 20, 2026, by and among Utz Brands, Inc., Utz Brands Holdings, LLC, Series U of UM Partners, LLC, Series R of UM Partners, LLC, and the TRA Party Representative (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 10.3 | Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Utz Brands Holdings, LLC, dated as of July 20, 2026, by and among Utz Brands Holdings, LLC, Utz Brands, Inc., Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 10.4† | Fourth Amended and Restated Limited Liability Company Agreement of Utz Brands Holdings, LLC, dated as of July 20, 2026, by and among Utz Brands Holdings, LLC, Utz Brands, Inc., Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 10.5 | Purchase Agreement, dated as of July 20, 2026, by and among Utz Brands, Inc., Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 10.6 | Redemption Agreement, dated as of July 20, 2026, by and between Utz Brands, Inc. and Utz Brands Holdings, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2026). |
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934. |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934. |

|  |  |
| --- | --- |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002. |
| 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 |
| † | Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |

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: August 5, 2026 UTZ BRANDS, INC.

By: /s/ Ryan Tewey

Name: Ryan Tewey

Title: Vice President, Controller

and Principal Accounting Officer

and Duly Authorized Officer

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## EX-3.3

SEC source: [stellar-20260720ubiamend.htm](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/stellar-20260720ubiamend.htm)

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> AMENDED AND RESTATED BY-LAWS OF UTZ BRANDS, INC. (CONFORMED TO REFLECT AMENDMENT NO. 1, EFFECTIVE AS OF JULY 20, 2026) This conformed copy integrates all amendments to the By-Laws adopted through the date above. It is provided for convenience of reference.

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> **Source slide transcript**
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> i Table of Contents ARTICLE I STOCKHOLDERS ............................................................................................................... 1 Section 1. Annual Meetings. ................................................................................................................ 1 Section 2. Special Meetings. ................................................................................................................ 1 Section 3. Notice of Meetings of Stockholders. .................................................................................. 1 Section 4. Quorum; Adjournment and Recess of Meetings. ................................................................ 1 Section 5. Conduct of Meetings. .......................................................................................................... 2 Section 6. Proxies. ............................................................................................................................... 3 Section 7. Voting. ................................................................................................................................ 3 Section 8. Record Date. ....................................................................................................................... 4 Section 9. Action Without a Meeting. ................................................................................................. 4 Section 10. Stock List. ....................................................................................................................... 5 Section 11. Inspectors of Election. .................................................................................................... 5 Section 12. Business at Annual and Special Meetings. ..................................................................... 5 Section 13. Submission of Information by Director Nominees. ...................................................... 12 ARTICLE II BOARD OF DIRECTORS ................................................................................................ 13 Section 1. Number, Election, Quorum and Vote at Meetings. ........................................................... 13 Section 2. Vacancies and Newly Created Directorships. ................................................................... 13 Section 3. Meetings and Notice of Meetings. .................................................................................... 13 Section 4. Rights of Holders of Preferred Stock to Elect Directors. .................................................. 14 Section 5. Board Committees. ........................................................................................................... 14 Section 6. Action Without a Meeting. ............................................................................................... 14 Section 7. Participation in Meetings by Conference Telephone or Other Communications Equipment. .......................................................................................................................................... 15 Section 8. Compensation. .................................................................................................................. 15 ARTICLE III OFFICERS ....................................................................................................................... 15 Section 1. General. ............................................................................................................................. 15 Section 2. Term and Removal. ........................................................................................................... 15 Section 3. Duties and Powers. ........................................................................................................... 15 Section 4. Delegation of Authority. ................................................................................................... 15 ARTICLE IV INDEMNIFICATION AND ADVANCEMENT OF EXPENSES ............................... 16 Section 1. Indemnification. ................................................................................................................ 16 Section 2. Advancement of Expenses. ............................................................................................... 16 Section 3. Claims. .............................................................................................................................. 16 Section 4. General. ............................................................................................................................. 17 Section 5. Contract Rights. ................................................................................................................ 18 Section 6. Insurance. .......................................................................................................................... 18 Section 7. Indemnification and Advancement of Expenses for Employees and Agents. .................. 18 ARTICLE V CORPORATE BOOKS ..................................................................................................... 18 ARTICLE VI CHECKS, NOTES, PROXIES, ETC. ............................................................................. 19 ARTICLE VII SHARES AND OTHER SECURITIES OF THE CORPORATION ......................... 19 Section 1. Certificated and Uncertificated Shares. ............................................................................ 19 Section 2. Signatures.......................................................................................................................... 19 Section 3. Lost, Destroyed or Wrongfully Taken Certificates. .......................................................... 19 Section 4. Transfer of Stock. ............................................................................................................. 20

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> ii Section 5. Registered Stockholders. .................................................................................................. 20 Section 6. Regulations. ...................................................................................................................... 20 ARTICLE VIII FISCAL YEAR .............................................................................................................. 20 ARTICLE IX CORPORATE SEAL ....................................................................................................... 20 ARTICLE X GENERAL PROVISIONS ................................................................................................ 21 Section 1. Waiver of Notice. .............................................................................................................. 21 Section 2. Means of Giving Notice. ................................................................................................... 21 Section 3. ................................................................................................................................................ 22 Section 4. ................................................................................................................................................ 22 ARTICLE XI AMENDMENTS ............................................................................................................... 22

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> AMENDED AND RESTATED BY-LAWS OF UTZ BRANDS, INC. (CONFORMED TO REFLECT AMENDMENT NO. 1, EFFECTIVE AS OF JULY 20, 2026) ARTICLE I STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders of Utz Brands, Inc. (the “Corporation”) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without the State of Delaware, or by means of remote communications pursuant to paragraph (E)(2) of Section 12, as may be designated from time to time by the Board of Directors of the Corporation (the “Board”). The Corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled. Section 2. Special Meetings. Except as otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”) or the certificate of incorporation of the Corporation (as amended or restated from time to time, the “Certificate of Incorporation”), and subject to the rights of the holders of any class or series of Preferred Stock (as defined in the Certificate of Incorporation), special meetings of the stockholders of the Corporation may be called only by or at the direction of the Board or an authorized committee thereof, the Chairman of the Board or the Chief Executive Officer of the Corporation. The Corporation may postpone, reschedule or cancel any special meeting of stockholders previous scheduled. Special meetings may be held either at a place, within or without the State of Delaware, or by means of remote communications pursuant to paragraph (E)(2) of Section 12 as the Board may determine. Section 3. Notice of Meetings of Stockholders. Except as otherwise provided by the DGCL, the Certificate of Incorporation or these By-Laws, notice of the date, time, place (if any), the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders shall be given not more than sixty (60), nor less than ten (10), days previous thereto (unless a different time is specified by law), to each stockholder entitled to vote at the meeting as of the record date for determining stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in the manner provided in Section 232 of the DGCL. Section 4. Quorum; Adjournment and Recess of Meetings. (a) Quorum. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum

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> **Source slide transcript**
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> 2 at all meetings of the stockholders for the transaction of business, except as otherwise provided herein, by applicable law or by the Certificate of Incorporation; but if at any meeting of stockholders there shall be less than a quorum present, the chairman of the meeting or, by a majority in voting power thereof, the stockholders present (either in person or by proxy) may, to the extent permitted by law, adjourn the meeting from time to time without further notice other than announcement at the meeting of the date, time and place, if any, and the means of remote communication, if any, by which stockholders may be deemed present in person and vote at such adjourned meeting, until a quorum shall be present or represented. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. (b) Adjournment and Recess of Meetings. At any adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the original meeting. Notice need not be given of any adjourned meeting if the time, date and place, if any, and the means of remote communication, if any, by which stockholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date for notice of such adjourned meeting. Section 5. Conduct of Meetings. The Chairman of the Board, or in the absence of the Chairman of the Board or at the Chairman of the Board’s direction, the Chief Executive Officer, or in the Chief Executive Officer’s absence or at the Chief Executive Officer’s direction, any officer of the Corporation shall call all meetings of the stockholders to order and shall act as chairman of any such meetings; provided, however, that from the date of the execution of that certain Agreement and Plan of Merger, dated as of July 20, 2026, by and among the Corporation, Idaho USA, Inc., a Delaware corporation, Idaho Merger Sub, Inc., a Delaware corporation, and Intersnack Group GmbH & Co. KG, a German limited partnership (the “Merger Agreement”), until the earlier of the Closing (as defined in the Merger Agreement) and the valid termination of the Merger Agreement in accordance with its terms, except as otherwise required by the DGCL or the Certificate of Incorporation, and subject to the rights of the holders of any class or series of Preferred Stock, the Chairman of the Special Committee of the Board formed on January 23, 2026 (or his designee) shall call any special meetings of the stockholders to order and shall act as chairman of any such meetings. The Secretary of the Corporation or, in such officer’s absence, an Assistant Secretary, shall act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting shall appoint a secretary of the meeting. The Board or an authorized committee thereof may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Unless otherwise determined by the Board or an authorized committee thereof prior to the meeting, the chairman of the meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, convening the meeting and (for any or no reason) recessing or adjourning the meeting (whether or not a quorum is present), announcing the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote, imposing restrictions on the persons (other than stockholders of record of the Corporation or their duly appointed proxies) who may attend any such meeting, establishing procedures for the transaction of business at the meeting (including the dismissal of business not properly presented), maintaining order at the meeting and safety of those present, restricting entry to the meeting after the time fixed for commencement thereof and limiting the circumstances in which any person may make a statement or ask

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![Slide 6](<stellar-20260720ubiamend006.jpg>)

> **Source slide transcript**
>
> 3 questions at any meeting of stockholders. Unless and to the extent determined by the Board or an authorized committee thereof or the chairman over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. Section 6. Proxies. (a) At all meetings of stockholders, any stockholder entitled to vote thereat shall be entitled to vote in person or by proxy, subject to applicable law. Without limiting the manner in which a stockholder may authorize another person or persons to act for the stockholder as proxy pursuant to the DGCL, the following shall constitute a valid means by which a stockholder may grant such authority: (1) a stockholder or the stockholder’s authorized officer, director, employee or agent may execute a document authorizing another person or persons to act for the stockholder as proxy; or (2) a stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing by means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such means of electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. If it is determined that such electronic transmissions are valid, the inspector or inspectors of stockholder votes or, if there are no such inspectors, such other persons making that determination shall specify the information upon which they relied. (b) A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. (c) Any copy, facsimile telecommunication or other reliable reproduction of the document created pursuant to the preceding paragraphs of this Section 6 (including any electronic transmission) may be substituted or used in lieu of the document for any and all purposes for which the original document could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original document. (d) Proxies shall be filed with the secretary of the meeting prior to or at the commencement of the meeting to which they relate. (e) Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Corporation. Section 7. Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the votes cast shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Certificate of Incorporation, these By-Laws or the DGCL a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required and a quorum is present, the affirmative vote of a majority of the votes cast by shares of such class or series or classes or series shall be the act of such class or series or classes or series, unless the question is one upon which by express provision of the Certificate of Incorporation, these By-Laws or the DGCL a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing, the vote required for the election of directors shall be as provided in Section 1 of Article II of these By-Laws.

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![Slide 7](<stellar-20260720ubiamend007.jpg>)

> **Source slide transcript**
>
> 4 Section 8. Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the Close of Business on the day next preceding the day on which notice is given, or, if notice is waived, at the Close of Business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change or conversion or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the Close of Business on the day on which the Board adopts the resolution relating thereto. Section 9. Action Without a Meeting. At any time when action by one or more classes or series of stockholders of the Corporation is permitted to be taken by written consent pursuant to the terms and limitations set forth in the Certificate of Incorporation, the provisions of this section shall apply. All consents properly delivered in accordance with the Certificate of Incorporation and the DGCL shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by the DGCL, written consents signed by the holders of a sufficient number of shares to take such corporate action are so delivered to the Corporation in accordance with the applicable provisions of the DGCL. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided in the applicable provisions of the DGCL. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. In order that the Corporation may determine the stockholders entitled to consent to a corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to a corporate action without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal

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![Slide 8](<stellar-20260720ubiamend008.jpg>)

> **Source slide transcript**
>
> 5 place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining stockholders entitled to consent to a corporate action without a meeting shall be at the Close of Business on the day on which the Board adopts the resolution taking such prior action. Section 10. Stock List. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting, ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 10 or to vote in person or by proxy at any meeting of the stockholders. Nothing contained in this Section 10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list of stockholders. Section 11. Inspectors of Election. The Board, in advance of all meetings of the stockholders, shall appoint one or more inspectors of stockholder votes, who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that the Board fails to so appoint one or more inspectors of stockholder votes or, in the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall take and sign an oath to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. Section 12. Business at Annual and Special Meetings. (a) Annual Meetings of Stockholders.

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![Slide 9](<stellar-20260720ubiamend009.jpg>)

> **Source slide transcript**
>
> 6 (1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) as provided in the Investor Rights Agreement (as defined in the Certificate of Incorporation), (b) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Article I, Section 3 of these By-Laws, (c) by or at the direction of the Board or any authorized committee thereof or (d) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (A) of this Section 12 and who was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation. (2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Article I, Section 12(A)(1)(d) of these By-laws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation (even if such matter is already the subject of any notice to the stockholders or a public announcement from the Board), and, in the case of business other than nominations of persons for election to the Board, such other business must be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to (and received by) the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the ninetieth (90th) day nor earlier than the Close of Business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is scheduled for more than thirty (30) days before, or more than seventy (70) days following, such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered (and received) not later than the Close of Business on the tenth (10th ) day following the day on which public announcement of the date of such meeting is first made. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholder may collectively nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. For purposes of the application of Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor provision), the date for notice specified in this paragraph (A)(2) shall be the earlier of the date calculated as hereinbefore provided or the date specified in paragraph (c)(1) of Rule 14a-4. (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 12 to the contrary, in the event that the number of directors to be elected to the Board is increased, effective after the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section 12, and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the tenth day following the day on which a public announcement of such increase is first made by the Corporation. (b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Article I, Section 3 of these By-Laws. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board or a committee thereof or (b)

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![Slide 10](<stellar-20260720ubiamend010.jpg>)

> **Source slide transcript**
>
> 7 provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote on such election at the meeting, who has complied with the notice procedures set forth in this Section 12 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice as required by paragraph (C) of this Section 12 is delivered to the Secretary at the principal executive offices of the Corporation not earlier than the Close of Business on the 120th day prior to such special meeting and not later than the Close of Business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. The number of nominees a stockholder may nominate for election at the special meeting at which directors are to be elected (or in the case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. (c) A stockholder’s notice delivered pursuant to, and in accordance with the requirements of, paragraph (A)(2) and paragraph (B) of this Section 12 for an annual meeting or special meeting, respectively, shall set forth (1) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) the name, age, business address, and residence address of such person, (2) the principal occupation or employment of such person, (3) the class or series and number of shares of capital stock of the Corporation which are owned directly or indirectly, beneficially and of record by such person and any Disclosable Interest (as defined in paragraph (E)(3)(c) of this Section 12 below) of such person, (4) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (5) all written and signed representations and agreements and all completed and signed questionnaires required pursuant to Section 13 below; (2) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the specific proposal to be made or business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these By-Laws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), if any, on whose behalf the proposal is made; (3) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books and records, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the Corporation which are owned directly or indirectly, beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder giving such notice is a holder of record of the stock of the Corporation at the time of the giving of the notice, will be entitled to vote at such meeting, will appear in person or through a qualified representative at the meeting to propose such business or

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![Slide 11](<stellar-20260720ubiamend011.jpg>)

> **Source slide transcript**
>
> 8 nomination, and intends to remain a stockholder of the Corporation through the meeting, (iv) a representation whether the stockholder or the beneficial owner, if any, intends to be or is part of a group which intends to (A) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee, (B) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination, and/or (C) otherwise solicit proxies in support of any proposed director nominees other than the Corporation’s director nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (v) a certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and/or beneficial owner’s acquisition of shares of capital stock or other securities of the Corporation and/or the stockholder’s and/or beneficial owner’s acts or omissions as a stockholder of the Corporation and (vi) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (4) a description in reasonably detail of any agreement, arrangement or understanding, written or oral and formal or informal, with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation (a) between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, “proponent persons”) or (b) between or among any proponent persons and any other person or entity (naming each such person or entity) in connection with or related to the nomination or proposal, including without limitation (i) any understanding, formal or informal, written or oral, that any proponent persons may have reached with any stockholder of the Corporation (including their names) with respect to how such stockholder will vote its shares in the Corporation at any meeting of the Corporation’s stockholder or take other action in support of or related to the nomination or any business proposed, or other action to be taken, by the proponent persons, and (ii) any agreements that would be required to be disclosed by any proponent persons or any other person or entity pursuant to Item 5 or Item 6 of Schedule 13D that would be filed pursuant to the Exchange Act (including the rules and regulations promulgated thereunder), regardless of whether the requirement to file a Schedule 13D is applicable to the proponent person or other person or entity; and (5) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation. The proponent person shall also promptly, but in any event within five (5) business days after such request (or by the day prior to the day of the meeting, if earlier) provide to the Corporation such additional information as the Corporation may reasonable request. A stockholder providing notice of a proposed nomination for election to the Board or other business proposed to be brought before a meeting (whether given pursuant to paragraph (A)(2) or paragraph (B) of this Section 12) shall update and supplement such

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![Slide 12](<stellar-20260720ubiamend012.jpg>)

> **Source slide transcript**
>
> 9 notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders entitled to notice of the meeting and as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update or supplement required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or any adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the date prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior the date of the meeting or any adjournment or postponement thereof). Notwithstanding any update or supplement so delivered, it is understood that providing any such update or supplement shall not be deemed to cure any defect or limit the Corporation’s right to omit a director nominee or other proposal from its form of proxy as provided in this Section 12. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and applicable stock exchange rules. As a condition to serving on the Board, each director nominee shall submit to interviews with the Board or a committee thereof, if requested by the Board, and each director nominee shall make himself or herself available for any such interviews on or prior to the later of (i) ten (10) days following any reasonable request therefor from the Board (or any committee thereof) and (ii) the 30th day prior to such director nominee’s election to the Board. The foregoing notice requirements of this paragraph (C) of this Section 12 shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a- 8 (or any successor thereof) of the Exchange Act, and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. Nothing in this paragraph (C) of this Section 12 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. (d) Notwithstanding anything to the contrary in these By-laws, unless otherwise required by applicable law, if any stockholder or proponent person (i) provides notice pursuant to Rule 14a- 19(b) promulgated under the Exchange Act and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide documentation reasonably satisfactory to the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then such nomination shall be disregarded and no vote on such nominee proposed by such stockholder or proposing person shall occur, notwithstanding that the nomination is set forth in the notice of meeting or any other proxy materials and notwithstanding that proxies or votes in respect of the election of such proposed nominee may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, any stockholder or any proponent person that has provided notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, documentation reasonably satisfactory to the Corporation demonstrating that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

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![Slide 13](<stellar-20260720ubiamend013.jpg>)

> **Source slide transcript**
>
> 10 (e) General. (1) Only persons who are nominated in accordance with the procedures set forth in this Section 12 shall be eligible to be elected to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 12. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 12 and, if any proposed nomination or business is not in compliance with this Section 12, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted. If a matter of business or a nomination is not properly brought before the annual or special meeting in accordance with these By-laws or otherwise, the chairman of the meeting shall declare to the meeting and any such business or nomination not properly brought before the annual or special meeting shall not be transacted. For the avoidance of doubt, unless required by applicable law, a nomination for director by a stockholder giving notice under paragraph (C) of this Section 12 or any other business or nominations submitted by a stockholder giving notice under paragraph (A)(2) or paragraph (B) of this Section 12 is not properly brought before the annual or special meeting in accordance with these By-laws if the Board or the chairman of an annual or special meeting determines that (i) such stockholder or any such proponent person breaches any of its agreements, representations or warranties set forth in the notice given by such stockholder or otherwise submitted pursuant to Section 12, (ii) any of the information in such stockholder notice or otherwise submitted by such stockholder or proponent person was not, when provided, true, correct and complete, or (iii) any such stockholder or proponent person otherwise fails to comply with its obligations pursuant to these By-laws. Notwithstanding the foregoing provisions of this Section 12 and notwithstanding that the proposal or nominations is set forth in the notice of meeting or other proxy materials (unless required by law), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies or votes in respect of such nomination or proposed business may have been received by the Corporation. For purposes of this Section 12, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. (2) If authorized by the Board in its sole discretion, and subject to such rules, regulations and procedures as the Board may adopt, stockholders of the Corporation and proxyholders not physically present at a meeting of stockholders of the Corporation may, by means of remote communication participate in a meeting of stockholders of the Corporation and be deemed present in person and vote at a meeting of stockholders of the Corporation whether such meeting is to be held at a designated place or solely by means of remote communication; provided, however, that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder of the Corporation or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders of the Corporation and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders of the Corporation, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder of the Corporation or

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![Slide 14](<stellar-20260720ubiamend014.jpg>)

> **Source slide transcript**
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> 11 proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation. (3) For purposes of this Section 12, (i) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or otherwise disseminated in a manner constituting “public disclosure” under Regulation FD promulgated by the Securities and Exchange Commission. (ii) “Close of Business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day. (iii) “Disclosable Interest” means (i) any agreement, arrangement, or understanding (including any option, warrant, convertible security, stock appreciation right, derivative, swap, or other similar rights, conversion privileges or transaction or series of such transactions) engaged in, directly or indirectly, by such proponent person, the purpose or effect of which is to give such proponent person economic risk similar to ownership of shares of any class or series of capital stock of the Corporation, including due to the fact that the value of such option, warrant, convertible security, stock appreciation right, derivative, swap, or other similar rights, conversion privileges or transactions are determined by reference to the price, value, or volatility of any shares of any class or series of capital stock of the Corporation, (ii) any agreement, arrangement, or understanding (including any option, warrant, convertible security, stock appreciation right, derivative, swap, or other similar rights, conversion privileges or transactions or series of such transactions) that provides, directly or indirectly, the opportunity to profit from, or to mitigate loss, manage risk, or benefit from, any increase or decrease in the price or value of shares of any class or series of capital stock of the Corporation, or (iii) any agreement, arrangement, or understanding (including any option, warrant, convertible security, stock appreciation right, derivative, swap, or other similar rights, conversion privileges or transactions or series of such transactions) that has the effect or intent, directly or indirectly, of maintaining, increasing, or decreasing the voting power of such proponent person with respect to shares of any class or series of capital stock of the Corporation. (iv) No adjournment or postponement or notice of adjournment or postponement of any meeting shall be deemed to constitute a new notice (or extend any notice time period) of such meeting for purposes of this Section 12, and in order for any notification required to be delivered by a stockholder pursuant to this Section 12 to be timely, such notification must be delivered within the periods set forth above with respect to the originally scheduled meeting. (v) Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 12; provided, however, that, to the fullest extent permitted by law,

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![Slide 15](<stellar-20260720ubiamend015.jpg>)

> **Source slide transcript**
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> 12 any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 12 (including paragraphs (A)(1)(d) and (B) hereof), and compliance with paragraphs (A)(1)(d) and (B) of this Section 12 shall be the exclusive means for a stockholder to make nominations or submit other business. Nothing in this Section 12 shall apply to the right, if any, of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation. (vi) Notwithstanding anything to the contrary contained herein, for as long as the Investor Rights Agreement (as defined in the Certificate of Incorporation) remains in effect with respect to the Stockholder Parties (as defined in the Certificate of Incorporation), the Stockholder Parties (to the extent then subject to the Investor Rights Agreement) shall not be subject to the notice procedures set forth in paragraphs (A)(2), (A)(3) or (B) of this Section 12 with respect to any annual or special meeting of stockholders to the extent necessary to effect the transactions and rights set forth in the Investor Rights Agreement. Section 13. Submission of Information by Director Nominees. (a) To be eligible to be a nominee for election or re-election as a director of the Corporation, a person must deliver to the Secretary at the principal executive offices of the Corporation the following information: (i) a written representation and agreement, which shall be signed by such person and pursuant to which such person shall represent and agree that such person: (A) consents to serving as a director if elected and to being named in the Corporation’s form of proxy and proxy statement as a nominee, and currently intends to serve as a director for the full term for which such person is standing for election; (B) is not and shall not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity: (1) as to how the person, if elected as a director, shall act or vote on any issue or question that has not been disclosed to the Corporation, or (2) that could limit or interfere with the person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law; (C) is not and shall not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director or nominee that has not been disclosed to the Corporation; and (D) if elected as a director, shall comply with all of the Corporation’s corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors (which shall be provided to such person promptly following a request therefor); and (ii) all completed and signed questionnaires required of the Corporation’s nominees (which shall be provided to such person promptly following a request therefor). (b) A nominee for election or re-election as a director of the Corporation shall also provide to the Corporation such additional information as the Corporation may reasonably request. The Corporation may request such additional information as necessary to permit the Board to determine the eligibility of such person to serve as a director of the Corporation, including information relevant to a determination whether such person can be considered an independent director. (c) All written and signed representations and agreements and all completed and signed questionnaires required pursuant to paragraph (A) of this Section 13, and the additional information described in paragraph (B) of this Section 13, shall be considered timely for a nominee for election or re- election as a director of the Corporation under paragraph (C) of Section 12 above if provided to the

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> 13 Corporation by the deadlines specified in paragraph (A)(2) and paragraph (B) of Section 12 above, as applicable. All information provided pursuant to this Section 13 by a nominee for election or re-election as a director of the Corporation under paragraph (C) of Section 12 above shall be deemed part of the stockholder’s notice submitted pursuant to paragraph (C) of Section 12. ARTICLE II BOARD OF DIRECTORS Section 1. Number, Election, Quorum and Vote at Meetings. The Board shall consist, subject to the Certificate of Incorporation and the Investor Rights Agreement, of such number of directors as shall from time to time be fixed exclusively by resolution adopted by the Board. Directors shall (except as hereinafter provided for the filling of vacancies and newly created directorships and except as otherwise expressly provided in the Certificate of Incorporation) be elected by the holders of a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of such directors in accordance with the terms of the Certificate of Incorporation and the Investor Rights Agreement, as applicable. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. Except as otherwise provided by law, these By-Laws, by the Certificate of Incorporation or by the Investor Rights Agreement, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. Directors need not be stockholders. Section 2. Vacancies and Newly Created Directorships. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise required by the DGCL or Article II, Section 4 of these By-Laws, any newly created directorship on the Board that results from an increase in the number of directors and any vacancy occurring in the Board (whether by death, resignation, removal, retirement, disqualification or otherwise) shall be filled only by a majority of the directors then in office, although less than a quorum, by any authorized committee of the Board or by a sole remaining director. In the event that one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill the vacancy or vacancies, the vote to take effect when such resignation or resignations become effective, and each director chosen shall hold office until the next election of directors, and until the director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal. No decrease in the number of authorized directors shall shorten the term of any incumbent director. Section 3. Meetings and Notice of Meetings. Meetings of the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Article X, Section 2. Notice of each special meeting of the Board shall be given, as provided in Article X, Section 2, to each director (i) at least twenty-four (24) hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two (2) days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five (5) days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the

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> 14 meeting or the directors who requested the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission). Section 4. Rights of Holders of Preferred Stock to Elect Directors. Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, and other features of such directorships shall be governed by the terms of the Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) applicable thereto. The number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the total number of directors fixed by the Board pursuant to the Certificate of Incorporation and these By-Laws. Except as otherwise expressly provided in the terms of such series, the number of directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock shall be filled by the affirmative vote of a majority of the remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series in the same manner in which such series initially elected a director. Section 5. Board Committees. The Board may from time to time establish one or more committees of the Board to serve at the pleasure of the Board, which shall be comprised of such members of the Board, subject to the Investor Rights Agreement, and have such duties as the Board shall from time to time determine. Any director may belong to any number of committees of the Board. Subject to the Certificate of Incorporation and the Investor Rights Agreement, the Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member, subject to the Investor Rights Agreement. Subject to the Certificate of Incorporation and the Investor Rights Agreement, unless otherwise provided in the Certificate of Incorporation, these By- Laws or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee. Section 6. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing (including by electronic transmission). After an action is taken, the consent or consents related thereto shall be filed with the minutes of proceedings of the Board.

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> 15 Section 7. Participation in Meetings by Conference Telephone or Other Communications Equipment. The members of the Board or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting. Section 8. Compensation. The Board may establish policies for the compensation of directors and for the reimbursement of the expenses of directors, in each case, in connection with services provided by directors to the Corporation. ARTICLE III OFFICERS Section 1. General. The Board shall elect officers of the Corporation, including a Chief Executive Officer, a President and a Secretary. The Board may also from time to time elect such other officers as it may deem proper or may delegate to any elected officer of the Corporation the power to appoint and remove any such other officers and to prescribe their respective terms of office, authorities and duties. Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board or the Chief Executive Officer may determine. Any two or more offices may be held by the same person. The Board may also elect or appoint a Chairman of the Board, who may or may not also be an officer of the Corporation. The Board may elect or appoint co-Chairmen of the Board, co- Presidents or co-Chief Executive Officers and, in such case, references in these By-Laws to the Chairman of the Board, the President or the Chief Executive Officer shall refer to either such co-Chairman of the Board, co-President or co-Chief Executive Officer, as the case may be. Section 2. Term and Removal. All officers of the Corporation elected by the Board shall hold office for such terms as may be determined by the Board or, except with respect to his or her own office, the Chief Executive Officer, or until their respective successors are chosen and qualified or until his or her earlier resignation or removal. Any officer may be removed from office at any time either with or without cause by the Board, or, in the case of appointed officers, by the Chief Executive Officer or any elected officer upon whom such power of removal shall have been conferred by the Board. Section 3. Duties and Powers. Each of the officers of the Corporation elected by the Board or appointed by an officer in accordance with these By-Laws shall have the powers and duties prescribed by law, by these By-Laws or by the Board and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by these By-Laws or by the Board or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. Section 4. Delegation of Authority. Unless otherwise provided in these By-Laws, in the absence or disability of any officer of the Corporation, the Board or the Chief Executive Officer may, during such period, delegate such officer’s

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> 16 powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall, for the time being, hold such office. ARTICLE IV INDEMNIFICATION AND ADVANCEMENT OF EXPENSES Section 1. Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative or any other type whatsoever (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; except as provided in Section 3 of this Article IV with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board. Section 2. Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this Article IV, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article IV (which shall be governed by Section 3 of this Article IV) (hereinafter an “advancement of expenses”); provided, however, that, if (x) the DGCL requires or (y) in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined after final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to indemnification under this Article IV or otherwise. Section 3. Claims. If a claim under Section 1 or 2 of this Article IV is not paid in full by the Corporation within (i) sixty (60) days after a written claim for indemnification has been received by the Corporation or (ii) twenty (20) days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of

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> 17 the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense of the Corporation that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IV or otherwise shall be on the Corporation. Section 4. General. (a) The provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article IV, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article IV, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity. (b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the indemnitee as a director and/or officer of the Corporation or as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise at the request of the indemnitee-related entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article IV, irrespective of any right of recovery the indemnitee may have from the indemnitee- related entities. Under no circumstance shall the Corporation be entitled to any right of subrogation against or contribution by the indemnitee-related entities and no right of advancement, indemnification or recovery the indemnitee may have from the indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the Corporation under this Article IV. In the event that any of the indemnitee-related entities shall make any payment to the indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the Corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the indemnitee-related entities effectively to bring suit to enforce

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> 18 such rights. Each of the indemnitee-related entities shall be third-party beneficiaries with respect to this Section 4(B) of Article IV, entitled to enforce this Section 4(B) of Article IV. For purposes of this Section 4(B) of Article IV, the following terms shall have the following meanings: (1) The term “indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Corporation or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which the indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation. (2) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from both the indemnitee-related entities and the Corporation pursuant to applicable law, any agreement, certificate of incorporation, by- laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the indemnitee-related entities, as applicable. Section 5. Contract Rights. The rights conferred upon indemnitees in this Article IV shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article IV that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal. Section 6. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. Section 7. Indemnification and Advancement of Expenses for Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article IV with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. ARTICLE V CORPORATE BOOKS The books of the Corporation may be kept inside or outside of the State of Delaware at such place or places as the Board may from time to time determine.

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> 19 ARTICLE VI CHECKS, NOTES, PROXIES, ETC. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be authorized from time to time by the Board or such officer or officers who may be delegated such authority. Proxies to vote and consents with respect to securities of other corporations or other entities owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the Chairman of the Board, the Chief Executive Officer, or by such officers as the Chairman of the Board, Chief Executive Officer or the Board may from time to time determine. ARTICLE VII SHARES AND OTHER SECURITIES OF THE CORPORATION Section 1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL. Section 2. Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by any two authorized officers of the Corporation, which authorized officers shall include, without limitation, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Secretary or any Assistant Secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue. Section 3. Lost, Destroyed or Wrongfully Taken Certificates. (a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation. (b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall, to the fullest extent permitted by law, be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

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> **Source slide transcript**
>
> 20 Section 4. Transfer of Stock. (a) Transfers of record of shares of stock of the Corporation shall be made only upon the books administered by or on behalf of the Corporation and only upon proper transfer instructions, including by Electronic Transmission, pursuant to the direction of the registered holder thereof, such person’s attorney lawfully constituted in writing, or from an individual presenting proper evidence of succession, assignment or authority to transfer the shares of stock; or, in the case of stock represented by certificate(s) upon delivery of a properly endorsed certificate(s) for a like number of shares or accompanied by a duly executed stock transfer power. (b) The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL. Section 5. Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation. Section 6. Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed. ARTICLE VIII FISCAL YEAR The fiscal year of the Corporation shall end on the Sunday that is closest to December 31, unless otherwise determined by resolution of the Board. ARTICLE IX CORPORATE SEAL The corporate seal shall have inscribed thereon the name of the Corporation. In lieu of the corporate seal, when so authorized by the Board or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

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![Slide 24](<stellar-20260720ubiamend024.jpg>)

> **Source slide transcript**
>
> 21 ARTICLE X GENERAL PROVISIONS Section 1. Waiver of Notice. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these By-Laws, notice of any meeting need not be given to any person who shall attend such meeting (except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission). Section 2. Means of Giving Notice. Except as otherwise set forth in any applicable law or any provision of the Certificate of Incorporation or these By-Laws, notice of any meeting shall be given by the following means: (a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these By-Laws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation. (b) Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. (c) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these By-Laws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice. (d) Exceptions to Notice Requirements.

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![Slide 25](<stellar-20260720ubiamend025.jpg>)

> **Source slide transcript**
>
> 22 (1) Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these By-Laws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful. (2) Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these By-Laws, to any stockholder to whom (x) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (y) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230 (b) of the DGCL. The exception in subsection (x) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission. Section 3. Section headings in these By-Laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein. Section 4. In the event that any provision of these By-Laws is or becomes inconsistent with any provision of the Certificate of Incorporation or the DGCL, the provision of these By-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. ARTICLE XI AMENDMENTS These By-Laws may be made, amended, altered, changed, added to or repealed as set forth in the Certificate of Incorporation.

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## EX-31.1

SEC source: [utz20260628ex311workingfile.htm](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex311workingfile.htm)

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: August 5, 2026

By: /s/ Howard Friedman

Name: Howard Friedman

Title: Chief Executive Officer

---

## EX-31.2

SEC source: [utz20260628ex312workingfile.htm](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex312workingfile.htm)

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: August 5, 2026

By: /s/ William J. Kelley Jr.

Name: William J. Kelley Jr.

Title: Executive Vice President,

Chief Financial Officer

---

## EX-32.1

SEC source: [utz20260628ex321workingfile.htm](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex321workingfile.htm)

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 June 28, 2026, 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: August 5, 2026

By: /s/ Howard Friedman

Name: Howard Friedman

Title: Chief Executive Officer

---

## EX-32.2

SEC source: [utz20260628ex322workingfile.htm](https://www.sec.gov/Archives/edgar/data/1739566/000162828026052899/utz20260628ex322workingfile.htm)

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 June 28, 2026, 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: August 5, 2026

By: /s/ William J. Kelley Jr.

Name: William J. Kelley Jr.

Title: Executive Vice President,

Chief Financial Officer