Utz Brands (NYSE: UTZ) CEO discloses RSU, PSU vesting and share ownership

Rhea-AI Filing Summary

Utz Brands, Inc. CEO and director Howard A. Friedman reported several equity-related transactions in the company’s Class A common stock. On January 2, 2026, shares totaling 7,067, 6,021 and 6,418 were withheld at $10.38 per share to cover tax liabilities from previously granted restricted stock unit (RSU) awards. On January 5, 2026, he received a new RSU award of 123,249 shares under the 2020 Omnibus Equity Incentive Plan, vesting 33.33% on December 31, 2026, 33.33% on December 31, 2027 and 33.34% on December 31, 2028, subject to continued service and plan conditions.

On January 6, 2026, Friedman acquired 159,007 shares upon vesting of performance share unit awards and had 64,482 shares withheld at $10.38 per share for related taxes. Following these transactions, he directly owned 329,653 shares, with additional indirect holdings of 66,298, 75,246 and 6,350 shares through a revocable trust, a GRAT and a rollover IRA.

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

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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^*

Friedman Howard A

(Last) (First) (Middle)

C/O UTZ BRANDS, INC.

900 HIGH STREET

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		F		7,067(1)	D	$10.38	124,318	D
Class A Common Stock	01/02/2026		F		6,021(2)	D	$10.38	118,297	D
Class A Common Stock	01/02/2026		F		6,418(3)	D	$10.38	111,879	D
Class A Common Stock	01/05/2026		A		123,249(4)(5)	A	$0	235,128	D
Class A Common Stock	01/06/2026		A		159,007(6)	A	$0	394,135	D
Class A Common Stock	01/06/2026		F		64,482(7)	D	$10.38	329,653	D
Class A Common Stock								66,298	I	See Footnote(8)
Class A Common Stock								75,246	I	See Footnote(9)
Class A Common Stock								6,350	I	See Footnote(10)

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. Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 2, 2023.

2. Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 2, 2024.

3. Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on January 6, 2025.

4. 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") 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.

5. 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% 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.

6. Represents shares issued upon vesting of performance share unit awards, as approved on January 6, 2026 by the Compensation Committee of the Board of Directors of the Issuer. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3.

7. Represents shares withheld for payment of tax liability arising as a result of the vesting of a performance share unit award reported by the reporting person in this Form 4.

8. The securities are held by Howard A. Friedman Revocable Trust u/a/d 09/24/2012.

9. The securities are held by Howard A. Friedman 2025-1 GRAT dtd 06/01/2025.

10. The securities are held by Howard Friedman Rollover IRA.

Remarks:

	/s/ Theresa R. Shea, as attorney-in-fact for Howard A. Friedman	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Utz Brands (UTZ) report for Howard A. Friedman?

The filing shows Howard A. Friedman, Utz Brands’ CEO and director, reported multiple equity transactions, including RSU and performance share vesting, tax share withholding, and updated direct and indirect ownership in Class A common stock.

How many Utz Brands (UTZ) RSUs were granted to the CEO in January 2026?

On January 5, 2026, Howard A. Friedman received a restricted stock unit award covering 123,249 shares of Utz Brands Class A common stock under the 2020 Omnibus Equity Incentive Plan.

What is the vesting schedule for Howard A. Friedman’s new Utz Brands (UTZ) RSUs?

The 123,249 RSUs vest 33.33% on December 31, 2026, 33.33% on December 31, 2027, and 33.34% on December 31, 2028, subject to his continuous service and conditions in the plan and award agreement.

How many Utz Brands (UTZ) shares did the CEO receive from performance share units?

On January 6, 2026, Howard A. Friedman received 159,007 shares of Utz Brands Class A common stock issued upon vesting of performance share unit awards approved by the Compensation Committee.

Why were Utz Brands (UTZ) shares withheld from Howard A. Friedman’s awards?

Shares totaling 7,067, 6,021, 6,418 and 64,482 were withheld at $10.38 per share to pay tax liabilities arising from the settlement or vesting of restricted stock unit and performance share unit awards.

What is Howard A. Friedman’s Utz Brands (UTZ) share ownership after these transactions?

After the reported transactions, he directly owned 329,653 shares and indirectly held 66,298 shares in a revocable trust, 75,246 shares in a GRAT, and 6,350 shares in a rollover IRA.