Utz Brands: preliminary shareholder vote backs merger

Available on EDGAR 11/13/2026 - 09:49 AM EST Accepted by SEC EDGAR 11/13/2026 - 09:49 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Utz Brands, Inc. (UTZ) reported that stockholders approved the merger proposal based on preliminary estimated results, along with a separate non-binding, advisory proposal on merger-related compensation for named executive officers. Under the agreement with Idaho USA, Inc., its subsidiary Merger Sub will merge into Utz, which will continue as the surviving corporation; Intersnack Group GmbH & Co. KG is also a party to the agreement.

The adjournment proposal was not called for a vote after preliminary results showed the merger proposal had been approved. Utz expects the merger to be consummated on or around November 20, 2026, subject to satisfaction or waiver of the remaining conditions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Expected merger consummation: On or around November 20, 2026

1 metrics

Expected merger consummation On or around November 20, 2026 Subject to satisfaction or waiver of the remaining conditions

Key Terms

Agreement and Plan of Merger, TRA Payment, Recapitalization, non-binding, advisory basis

4 terms

Agreement and Plan of Merger technical

"entered into an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

TRA Payment financial

"including the Merger, the TRA Payment and the Recapitalization"

Recapitalization financial

"the TRA Payment and the Recapitalization"

Recapitalization is a deliberate change to a company's mix of debt and equity—how much it borrows versus how much is funded by shareholders—accomplished by issuing or repaying debt, buying back shares, or issuing new shares. It matters to investors because it alters the company's risk profile, potential returns and cash flow stability: increasing debt can amplify returns but raises the chance of financial stress, while adding equity can dilute ownership but lower default risk—like swapping between a mortgage and savings to reshape household finances.

non-binding, advisory basis regulatory

"approve, on a non-binding, advisory basis, the compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did UTZ stockholders approve the merger?

Based on preliminary estimated results, UTZ stockholders approved the merger proposal at the November 13, 2026 special meeting.

When is the UTZ merger expected to close?

Utz expects the merger to be consummated on or around November 20, 2026, subject to satisfaction or waiver of the remaining conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 13, 2026

Utz Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38686		85-2751850
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		UTZ		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously announced, on July 20, 2026, Utz Brands, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as may be amended, supplemented, or modified from time to time, the “Merger Agreement”) with Idaho USA, Inc., a Delaware corporation (“Acquiror”), Idaho Merger Sub, Inc., a Delaware corporation and direct or indirect wholly-owned subsidiary of Acquiror (“Merger Sub”), and Intersnack Group GmbH & Co. KG, a German limited partnership (Kommanditgesellschaft), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), and certain other Transaction Agreements (as defined in the Merger Agreement).

A special meeting of stockholders of the Company was held on November 13, 2026 at 9:00 a.m. Eastern Time in a virtual meeting format via live interactive webcast (the “Special Meeting”). Based on preliminary estimated results of the Special Meeting provided by the Company’s proxy solicitor, Innisfree M&A Incorporated, at the Special Meeting the Company’s stockholders considered, voted upon and approved (i) a proposal to approve and adopt the Merger Agreement, together with the other Transaction Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby, including the Merger, the TRA Payment (as defined in the Merger Agreement) and the Recapitalization (as defined in the Merger Agreement) (the “Transaction Proposal”) and (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. Because the Transaction Proposal was approved based on preliminary estimated results, a proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the Transaction Proposal at the time of the Special Meeting, was rendered moot and was not called for a vote at the Special Meeting. The final results of the Special Meeting will be disclosed by the Company in a Current Report on Form 8-K.

As a result of the stockholder approvals reflected in the preliminary estimated results, the Company expects the Merger to be consummated on or around November 20, 2026, subject to the satisfaction or waiver of the remaining conditions to the consummation of the Merger.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Utz Brands, Inc.
Dated: November 13, 2026
				By:		/s/ Theresa R. Shea

				Name:		Theresa R. Shea
				Title:		Executive Vice President, Chief Legal Officer & Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB