Utz Brands (NYSE: UTZ) revises cost of goods sold and SG&A presentation

Rhea-AI Filing Summary

Utz Brands, Inc. is changing how it classifies certain operating costs in its income statement. Beginning with the fourth quarter of 2025, costs related to inter-location logistics, Direct Store Delivery distribution centers, and outbound shipping and handling will move from “Selling, Distribution and Administrative” to “Cost of Goods Sold.”

The company is also renaming that expense line to “Selling, General and Administrative” and is revising prior periods for fiscal years 2023, 2024, and 2025 so results are comparable. Utz states that this reclassification does not change EBITDA, Adjusted EBITDA, Net Income, Adjusted Net Income, EPS, or Adjusted EPS. Revised quarterly and annual statements and non-GAAP reconciliations are provided in an exhibit.

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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): February 3, 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 2.02    Results of Operations and Financial Condition

On February 3, 2026, Utz Brands, Inc. (the “Company”) announced that it would reclassify costs associated with operating its inter-location logistics, Direct Store Delivery (“DSD”) distribution centers, and outbound shipping and handling activities from Selling, Distribution and Administrative to Cost of Goods Sold within the Consolidated Statements of Operations and Comprehensive Income (Loss) effective for the fourth quarter of 2025. Additionally, the Company has revised the “Selling, Distribution and Administrative” caption to “Selling, General and Administrative” within the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company is making this change in classification to better reflect the total cost associated with fulfilling revenue transactions, align with how it internally manages its business, including productivity programs, and improve comparability with industry peers.

The Company will reclassify these expenses for fiscal year 2023, fiscal year 2024, and fiscal year 2025 to present comparable financial results. There is no change to EBITDA, Adjusted EBITDA, Adjusted Net Income, Net Income, EPS, or Adjusted EPS as a result of this change in classification.

Attached hereto as Exhibit 99.1 and incorporated herein by reference are the revised Consolidated Statements of Operations for the fiscal first, second, third and fourth quarters and full fiscal years 2023 and 2024, and for the fiscal first, second, and third quarter of fiscal year 2025; and the revised reconciliations of our Adjusted Gross Profit and Adjusted Selling, General and Administrative expense to GAAP financial measures for the fiscal first, second, third and fourth quarters and full fiscal years 2023 and 2024, and for the fiscal first, second, and third quarter of fiscal year 2025.

The information in this report shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly stated by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
99.1			Revised Financial Information
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: February 3, 2026

By: /s/ William J. Kelley Jr.

Name: William J. Kelley Jr.

Title: Executive Vice President, Chief Financial Officer

FAQ

What accounting change did Utz Brands (UTZ) disclose in this 8-K?

Utz Brands is reclassifying costs tied to inter-location logistics, DSD distribution centers, and outbound shipping and handling from Selling, Distribution and Administrative to Cost of Goods Sold. This change is meant to better reflect total fulfillment costs and align reporting with internal management and industry peers.

From which period will Utz Brands apply the new cost classification?

Utz Brands will apply the new cost classification effective for the fourth quarter of 2025. It will also reclassify these expenses for fiscal years 2023, 2024, and 2025 so that prior-period financial statements are presented on a comparable basis for investors and analysts.

Does Utz Brands’ cost reclassification affect EBITDA or EPS?

The reclassification does not affect EBITDA, Adjusted EBITDA, Net Income, Adjusted Net Income, EPS, or Adjusted EPS. Only the presentation between Cost of Goods Sold and Selling, General and Administrative changes, leaving overall profitability and key earnings metrics unchanged under this updated reporting structure.

What financial statements did Utz Brands revise and attach as Exhibit 99.1?

Exhibit 99.1 includes revised Consolidated Statements of Operations for each fiscal quarter and full fiscal years 2023 and 2024, plus the first three quarters of 2025. It also provides revised reconciliations of Adjusted Gross Profit and Adjusted SG&A to their corresponding GAAP financial measures.

Why is Utz Brands changing its cost classification approach?

Utz Brands is changing its cost classification to better reflect the total cost of fulfilling revenue transactions and align with how it manages the business, including productivity programs. The company also aims to improve comparability of its financial results with those of industry peers in the snack food sector.

Will the Utz Brands 8-K information be treated as filed for liability purposes?

The company states the information in this report will not be treated as filed for purposes of Section 18 of the Securities Exchange Act of 1934. It also won’t be incorporated into other securities filings unless specifically referenced, limiting certain potential liability under the federal securities laws.