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  4. [Form 4] Utz Brands, Inc. Insider Trading Activity

Utz director granted 16,927 restricted stock units

DEROMEDI ROGER K reported acquisition or exercise transactions in this Form 4 filing.

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Form Type
4

Rhea-AI Filing Summary

DEROMEDI ROGER K reported acquisition or exercise transactions in this Form 4 filing.

Utz Brands, Inc. director Roger K. Deromedi received 16,927 restricted stock units of Class A Common Stock under the company’s 2020 Omnibus Equity Incentive Plan. Each unit represents a contingent right to one share of Class A Common Stock.

The restricted stock units vest 100% on April 23, 2027, subject to his continuous service and conditions in the plan and award agreement. Following this grant, he holds 26,600 Class A shares directly, in addition to various indirect holdings through a revocable trust and several Grantor Retained Annuity Trusts, with certain prior trust-to-trust transfers noted as exempt under Rule 16a-13.

Insider DEROMEDI ROGER K
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 16,927 $0.00 $0.00
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 26,600 shares (Direct); Class A Common Stock — 4,757,385 shares (Indirect, See Footnote)
Footnotes (13)
  1. F1. The shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
  2. F2. The restricted stock units vest under the following schedule: subject to the terms of the restricted stock unit award agreement, 100% of the shares subject to the restricted stock units vest on April 23, 2027, subject to the reporting person's continuous service to the Company through such dates and subject to certain conditions detailed in the Plan.
  3. F3. Reflects a prior transfer of 380,021 shares of the Issuer's Class A Common Stock from the 2021 GRAT to the Revocable Trust, that was exempt under Rule 16a-13.
  4. F4. Reflects a prior transfer of 811,480 shares of the Issuer's Class A Common Stock from the 2024 GRAT 2 to the Revocable Trust, that was exempt under Rule 16a-13.
  5. F5. Reflects a prior transfer of 1,997,263 shares of the Issuer's Class A Common Stock from the Revocable Trust to the 2026 GRAT 1, that was exempt under Rule 16a-13.
  6. F6. Reflects a prior transfer of 1,280,610 shares of the Issuer's Class A Common Stock from the Revocable Trust to the 2026 GRAT 2, that was exempt under Rule 16a-13.
  7. F7. The securities are held by the Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/09/2011 (The "Revocable Trust"). The Reporting Person holds voting and dispositive power over the Revocable Trust.
  8. F8. The securities are held by the Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the "Irrevocable Trust"). To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust.
  9. F9. The securities are held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust dated 11/01/2021 (the "2021 GRAT"). The reporting Person holds voting and dispositive power over the 2021 GRAT.
  10. F10. The securities are held by the The Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/22/2024 (the "2024 GRAT 1"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 1.
  11. F11. The securities are held by the Roger K Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 11/19/2024 (the "2024 GRAT 2"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 2.
  12. F12. The securities are held by the The Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 1/07/2026 (the "2026 GRAT 1").
  13. F13. The securities are held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/17/2026 (the "2026 GRAT 2").
RSU grant size 16,927 units Restricted stock units of Class A Common Stock granted to director
RSU vesting date April 23, 2027 100% of restricted stock units vest on this date
Direct shares after grant 26,600 shares Total Class A Common Stock held directly following the award
2026 GRAT 2 indirect holding 1,280,610 shares Class A shares held indirectly via 2026 GRAT 2
2026 GRAT 1 indirect holding 1,997,263 shares Class A shares held indirectly via 2026 GRAT 1
Revocable Trust indirect holding 409,369 shares Class A shares held by the Revocable Trust
Irrevocable Trust indirect holding 188,520 shares Class A shares held by an Irrevocable Generation Skipping Trust
Other GRAT holdings 81,380 and 360,000 shares Class A shares held by 2024 GRAT 1 and 2021 GRAT
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Grantor Retained Annuity Trust financial
"Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/22/2024 (the "2024 GRAT 1")."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Generation Skipping Trust financial
"Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi"
Rule 16a-13 regulatory
"Reflects a prior transfer ... that was exempt under Rule 16a-13."
voting and dispositive power financial
"The Reporting Person holds voting and dispositive power over the Revocable Trust."

FAQ

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

What did Roger K. Deromedi receive in the latest Utz (UTZ) Form 4 filing?
Roger K. Deromedi received 16,927 restricted stock units of Utz Class A Common Stock as a grant under the 2020 Omnibus Equity Incentive Plan. Each unit represents a contingent right to receive one share of Class A Common Stock, rather than an immediate cash or share payment.

When do the 16,927 Utz (UTZ) restricted stock units granted to Deromedi vest?
The 16,927 restricted stock units vest 100% on April 23, 2027. Vesting is subject to Deromedi’s continuous service with the company through that date and to additional conditions described in the plan and the restricted stock unit award agreement referenced in the filing footnotes.

How many Utz (UTZ) shares does Roger K. Deromedi hold directly after this grant?
After the grant, Deromedi directly holds 26,600 shares of Utz Class A Common Stock. This figure is disclosed as the total shares following the reported award transaction and is separate from additional indirect holdings held through various trusts identified in the footnotes.

How are additional Utz (UTZ) shares held indirectly through trusts for Deromedi?
Additional Utz shares are held indirectly through a revocable trust, an irrevocable generation-skipping trust, and several Grantor Retained Annuity Trusts. The filing notes where Deromedi holds voting and dispositive power and where his spouse holds such power or beneficial ownership is disclaimed.

What does the Utz (UTZ) Form 4 say about Rule 16a-13 and prior share transfers?
The filing states certain prior share transfers between the revocable trust and specific Grantor Retained Annuity Trusts were exempt under Rule 16a-13. These references clarify that earlier movements of shares among these trusts were treated as exempt transactions, separate from the current restricted stock unit grant.

What plan governs the restricted stock unit grant reported for Utz (UTZ)?
The grant is made under the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan, as amended. The plan and the related restricted stock unit award agreement define the terms, including the vesting schedule, service requirements, and other conditions applicable to the 16,927 restricted stock units awarded.

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

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Accepted by SEC EDGAR
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DEROMEDI ROGER K
(Last)(First)(Middle)
C/O UTZ BRANDS, INC.
900 HIGH STREET
(Street)
HANOVER PENNSYLVANIA 17331
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [ UTZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock04/23/2026A16,927(1)(2)A$026,600D
Class A Common Stock440,243(3)(4)(5)(6)ISee Footnote(7)
Class A Common Stock360,000ISee Footnote(8)
Class A Common Stock81,380(3)ISee Footnote(9)
Class A Common Stock409,369ISee Footnote(10)
Class A Common Stock188,520(4)ISee Footnote(11)
Class A Common Stock1,997,263(5)ISee Footnote(12)
Class A Common Stock1,280,610(6)ISee Footnote(13)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. The restricted stock units vest under the following schedule: subject to the terms of the restricted stock unit award agreement, 100% of the shares subject to the restricted stock units vest on April 23, 2027, subject to the reporting person's continuous service to the Company through such dates and subject to certain conditions detailed in the Plan.
3. Reflects a prior transfer of 380,021 shares of the Issuer's Class A Common Stock from the 2021 GRAT to the Revocable Trust, that was exempt under Rule 16a-13.
4. Reflects a prior transfer of 811,480 shares of the Issuer's Class A Common Stock from the 2024 GRAT 2 to the Revocable Trust, that was exempt under Rule 16a-13.
5. Reflects a prior transfer of 1,997,263 shares of the Issuer's Class A Common Stock from the Revocable Trust to the 2026 GRAT 1, that was exempt under Rule 16a-13.
6. Reflects a prior transfer of 1,280,610 shares of the Issuer's Class A Common Stock from the Revocable Trust to the 2026 GRAT 2, that was exempt under Rule 16a-13.
7. The securities are held by the Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/09/2011 (The "Revocable Trust"). The Reporting Person holds voting and dispositive power over the Revocable Trust.
8. The securities are held by the Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the "Irrevocable Trust"). To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust.
9. The securities are held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust dated 11/01/2021 (the "2021 GRAT"). The reporting Person holds voting and dispositive power over the 2021 GRAT.
10. The securities are held by the The Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/22/2024 (the "2024 GRAT 1"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 1.
11. The securities are held by the Roger K Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 11/19/2024 (the "2024 GRAT 2"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 2.
12. The securities are held by the The Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 1/07/2026 (the "2026 GRAT 1").
13. The securities are held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/17/2026 (the "2026 GRAT 2").
Remarks:
/s/ Theresa R. Shea, as attorney-in-fact for Roger K. Deromedi04/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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