Utz Brands, Inc. SEC Filings

A group of major Utz Brands shareholders, including Series U and Series R of UM Partners, the Rice Family Foundation, Dylan Lissette and Timothy Brown, reports their current holdings and support for a planned cash acquisition of Utz by Intersnack Group through Idaho USA, Inc. Each outstanding share of Class A Common Stock would be converted at closing into $14.25 in cash, while all Class V shares held by Series U and Series R would be cancelled for no consideration.

The transaction is paired with a recapitalization of Utz Brands Holdings, LLC under which Series U and Series R agreed to purchase 2,315,790 Common Units at $14.25 per unit and, together with a redemption, would leave them and the surviving corporation each owning 50% of UBH. The structure provides for automatic termination of the Tax Receivable Agreement, with Series U and Series R receiving a $44 million TRA Payment. The investors have entered a Voting Agreement committing all of their Class A and Class V shares to support the Merger, TRA Payment and Recapitalization and to oppose alternative takeover proposals. If completed, the merger will make Utz an indirect wholly owned subsidiary of Intersnack and its Class A stock will be delisted from the New York Stock Exchange.

Utz Brands, Inc. entered into a definitive Agreement and Plan of Merger with Idaho USA, Inc., Idaho Merger Sub, Inc. and Intersnack Group GmbH & Co. KG under which Merger Sub will merge into Utz and Utz will become an indirect wholly owned subsidiary of Intersnack.

At closing, each outstanding share of Class A Common Stock (with specified exceptions) will be converted into the right to receive $14.25 in cash per share, while all Class V Common Stock will be cancelled for no consideration. Outstanding stock options and director RSUs will vest and be cashed out based on the Merger Consideration, with underwater options cancelled; other RSUs convert into cash-based awards that retain service-based vesting.

The deal is subject to approval by a majority of all shares and a majority of disinterested stockholder votes, antitrust and other regulatory clearances, absence of Legal Restraints and no Company Material Adverse Effect. Concurrently, a TRA Amendment will terminate the Tax Receivable Agreement in exchange for a $44 million payment to Continuing Stockholders, and a recapitalization will occur in which Continuing Stockholders purchase 2,315,790 Common Units at $14.25 and Company LLC redeems units so that the Surviving Corporation and Continuing Stockholders each own 50% of Utz Brands Holdings, LLC.

The Merger Agreement includes customary covenants, a no‑shop with fiduciary out, an Outside Date of April 20, 2027, committed debt financing by Parent, and a $50 million termination fee payable by Utz in specified circumstances.

Utz Brands, Inc. agreed to be acquired by Intersnack Group GmbH & Co. KG, which will purchase all outstanding shares of Utz Class A Common Stock for $14.25 per share in cash. The price represents a 91% premium to the July 20, 2026 closing price and implies an enterprise value of approximately $2.9 billion.

The transaction will be financed with about $920 million of cash from Intersnack Group, a new $1.1 billion term loan facility, a new $250 million ABL facility, rollover equity by the Rice and Lissette Family, and a reinvestment of part of the proceeds from a $44 million tax receivable agreement settlement. After closing, Utz is expected to be privately owned 50% by the Rice and Lissette Family and 50% by Intersnack Group, and Utz common stock will cease trading on the NYSE.

A special committee of independent directors evaluated the deal and unanimously recommended it; the full board then unanimously approved it. The transaction is expected to close in the fourth quarter of 2026, subject to regulatory approvals and approval by both a majority of outstanding common stock and a majority of votes cast by disinterested stockholders. The Rice and Lissette Family, Dylan Lissette and certain affiliates have committed to vote shares representing about 42% of Utz’s common stock in favor. Given the pending transaction, Utz will not host its usual second-quarter 2026 earnings call or provide related materials.

Utz Brands, Inc. announced that Mitchell Arends, its EVP, Chief Integrated Supply Chain Officer and principal operating officer, intends to resign effective June 19, 2026 to take a role at another public company. The company states his departure is not due to any disagreement over operations, policies, or practices.

Following his resignation, CEO Howard Friedman will also serve as principal operating officer, and the Executive Leadership Team will oversee Integrated Supply Chain functions. Utz Brands also reaffirmed its previously issued fiscal 2026 financial outlook that was communicated with its first-quarter 2026 results.

Ameriprise Financial, Inc. files Amendment No. 3 to a Schedule 13G/A reporting ownership of Utz Brands, Inc. Class A Common Stock. The cover-page data shows shared voting power of 1,903,211 shares and shared dispositive power of 1,905,537 shares, representing 2.2% of the class. The filing states AFI disclaims beneficial ownership and incorporates cover-page rows by reference. The filing is signed by Michael G. Clarke on 05/15/2026.

Utz Brands, Inc. reported an amended Schedule 13G showing that JPMorgan Chase & beneficially owned 4,098,626 shares of Class A Common Stock, representing 4.6% of the class as of 03/31/2026. The filing lists 3,923,241 shares subject to sole voting power and 4,087,321 shares subject to sole dispositive power.

The filing identifies J.P. Morgan Trust Company of Delaware, JPMorgan Chase Bank, N.A., and J.P. Morgan Investment Management Inc. as related entities. The schedule is captioned as an amendment (Amendment No. 7) and is signed by a JPMorgan Vice President on 05/13/2026.

Utz Brands, Inc. reported first-quarter 2026 results showing modest sales growth but a small loss. Net sales were $361.3 million, up 2.6% year over year, driven mainly by 3.7% higher pricing that more than offset a 1.1% volume/mix decline.

Gross profit rose to $91.9 million with gross margin improving to 25.4% from 23.4% on productivity savings despite supply chain cost inflation. However, higher marketing and growth investments lifted selling, general and administrative expenses to $85.4 million, contributing to a net loss of $2.4 million, versus $5.7 million net income a year earlier.

Adjusted EBITDA increased to $47.9 million from $45.1 million, reflecting stronger underlying operations. Cash from operations was negative $12.2 million, and cash ended at $73.7 million against total debt of $842.3 million. The board approved a $50 million share repurchase program, though no shares were bought in the quarter. Management completed an interim goodwill test after the share price decline and concluded no impairment, but stated goodwill is at risk if performance or valuation weaken further.

Utz Brands reported modest growth for the first quarter of 2026 and reaffirmed its full-year outlook. Net sales rose 2.6% to $361.3 million, with Organic Net Sales up the same amount. Branded Salty Snacks, which represent 89% of sales, grew Organic Net Sales 5.2%, led by the Power Four brands.

Profitability mixed on a GAAP basis: the company posted a net loss of $2.4 million and diluted loss per share of $(0.02), partly due to lapping an $11 million warrant remeasurement gain last year. However, Adjusted EBITDA increased 6.2% to $47.9 million, lifting the Adjusted EBITDA margin to 13.3%, helped by 210 basis points of Adjusted Gross Margin expansion.

Cash metrics improved but remained negative in the quarter. Cash flow used in operations was $12.2 million and Adjusted Free Cash Flow was $(25.9) million, both significantly better than a year ago. Net debt stood at $780.3 million, for a Net Leverage Ratio of 3.6x. For fiscal 2026, Utz continues to expect Organic Net Sales growth of 2–3%, Adjusted EBITDA growth of 5–8%, Adjusted Free Cash Flow of $60–$80 million, and year-end Net Leverage between 3.0x and 3.2x, including a 53rd week that is expected to add about $20 million of net sales.

Werzyn William Jr. reported acquisition or exercise transactions in this Form 4 filing.

Utz Brands, Inc. director William Jr. Werzyn received a grant of 16,927 shares of Class A Common Stock in the form of restricted stock units under the company’s 2020 Omnibus Equity Incentive Plan. These units vest 100% on April 23, 2027, if he remains in continuous service and other plan conditions are met. Following this award, he holds 39,897 shares directly.