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

Utz Brands (UTZ) grants CFO new restricted stock unit awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kelley William J. JR reported acquisition or exercise transactions in this Form 4 filing.

Utz Brands, Inc. Executive Vice President and Chief Financial Officer William J. Kelley Jr. reported two stock-based compensation awards of Class A Common Stock on Form 4. The awards, structured as restricted stock units under the company’s 2020 Omnibus Equity Incentive Plan, were granted at no cash cost to him. One entry reflects 2,982 additional shares intended to be part of his January 5, 2026 award, while the other covers 42,940 shares from a special grant to certain senior officers to support leadership continuity and execution of the long-term strategy. These restricted stock units vest in three equal tranches around December 31, 2026, December 31, 2027, and December 31, 2028, contingent on continued service and other plan conditions.

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Insider Kelley William J. JR
Role EVP, Chief Financial Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 2,982 $0.00 --
Grant/Award Class A Common Stock 42,940 $0.00 --
Holdings After Transaction: Class A Common Stock — 54,021 shares (Direct)
Footnotes (1)
  1. The shares of Utz Brands, Inc. (the "Company" or "Issuer") 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") made pursuant to Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2026, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2027, and 33.34% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2028 subject to the reporting person's Continuous Service (as defined in the Plan) to the Company through such dates and subject to certain conditions detailed in the Plan. Reflects the issuance of additional shares under the Plan that the Issuer intended to include in the Reporting Person's 01/05/2026 award, which was filed with the Commission on 01/06/2026. Represents a special grant made to certain senior officers of the Company to promote leadership continuity and disciplined execution as the Company advances its long-term strategy.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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*
Kelley William J. JR
(Last) (First) (Middle)
900 HIGH ST.
(Street)
HANOVER PA 17331
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [ UTZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/09/2026 A 2,982(1)(2)(3) A $0 54,021 D
Class A Common Stock 03/09/2026 A 42,940(1)(2)(4) A $0 96,961 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares of Utz Brands, Inc. (the "Company" or "Issuer") 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") made pursuant to Rule 16b-3. 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, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2026, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2027, and 33.34% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2028 subject to the reporting person's Continuous Service (as defined in the Plan) to the Company through such dates and subject to certain conditions detailed in the Plan.
3. Reflects the issuance of additional shares under the Plan that the Issuer intended to include in the Reporting Person's 01/05/2026 award, which was filed with the Commission on 01/06/2026.
4. Represents a special grant made to certain senior officers of the Company to promote leadership continuity and disciplined execution as the Company advances its long-term strategy.
Remarks:
/s/ Theresa R. Shea, as attorney-in-fact for William J. Kelley, Jr. 03/10/2026
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Utz Brands (UTZ) CFO report on this Form 4?

Utz Brands EVP and CFO William J. Kelley Jr. reported two acquisitions of Class A Common Stock as stock-based awards. Both transactions were coded as grants, not open-market purchases, and increased his directly held shares as part of his compensation package.

How many Utz Brands (UTZ) shares were granted to the CFO in the latest awards?

The filing shows one grant for 2,982 shares and a separate grant for 42,940 shares of Utz Class A Common Stock. Each is recorded as a stock-based award at a price of $0.00 per share, reflecting compensation rather than cash purchases.

What are the vesting terms for the Utz Brands (UTZ) CFO’s new restricted stock units?

The restricted stock units vest in three installments: 33.33% on December 31, 2026, another 33.33% on December 31, 2027, and 33.34% on December 31, 2028. Vesting depends on his continued service and conditions described in the company’s equity incentive plan.

What is the purpose of the special stock grant reported by Utz Brands (UTZ)?

One grant is described as a special award to certain senior officers. Its stated purpose is to promote leadership continuity and disciplined execution as Utz Brands advances its long-term strategy, aligning key executives’ incentives with multi-year company objectives.

Did the Utz Brands (UTZ) CFO buy or sell shares on the open market?

No open-market buys or sells are reported. Both transactions are coded as awards, with a per-share price of $0.00, indicating they are restricted stock unit grants under the company’s equity incentive plan rather than discretionary trading in the market.

How do these Utz Brands (UTZ) awards affect the CFO’s reported share ownership?

After the 2,982-share award, his reported holdings rose to 54,021 shares, and after the 42,940-share award, to 96,961 shares. These figures show his direct ownership position following each respective grant recorded in the Form 4.