Utz Brands director exercises 1.92M stock warrants

Utz Brands, Inc. director Jason K. Giordano exercised 1,920,000 warrants to purchase Class A Common Stock on August 7, 2025 on a cashless basis under a Warrant Agreement.

Rhea-AI Filing Summary

Utz Brands, Inc. director Jason K. Giordano exercised 1,920,000 warrants to purchase Class A Common Stock on August 7, 2025 on a cashless basis under a Warrant Agreement. The exercise produced 1,920,000 shares, and 1,570,190 shares were withheld to settle exercise-related obligations. Following these transactions, he and his spouse directly hold 3,823,366 shares of Class A Common Stock.

Insights

Securities Analyst

TL;DR: A routine cashless warrant exercise converted 1.92M warrants into shares, creating potential dilution while updating insider ownership.

The filing documents a cashless exercise of 1,920,000 warrants at an exercise price of $11.50, with 1,570,190 shares withheld to satisfy consideration. This transaction increases the reporting person’s direct/indirect share counts to the reported totals and removes the exercised warrants from outstanding derivative holdings. For investors, the key facts are the size of the issuance and the withholding mechanism: both affect the company’s outstanding share count and the distribution of insider ownership, but the filing reflects a standard contractual exercise rather than an operational or financial disclosure.

Corporate Governance Expert

TL;DR: Director Giordano remains materially invested; transaction is a contractual cashless exercise with ownership reported jointly with spouse.

The Form 4 shows the director converted warrants into equity via a cashless mechanism and that beneficial ownership figures include shares held with a spouse. The disclosure is transparent about the withholding calculation methodology and the warrant expiration date (August 28, 2025). From a governance standpoint, continued insider ownership can signal alignment with shareholders, while the issuance increases share count; both are plainly documented in the filing.

Insider Trade Summary

1,920,000 shares exercised/converted

Exercise 3 txns

Insider Giordano Jason K

Role Director

Type	Security	Shares	Price	Value
Exercise	Warrants to purchase Class A Common Stock	1,920,000	$0.00	$0.00
Exercise	Class A Common Stock	1,920,000	$11.50	$22.08M
Exercise Price or Tax Liability	Class A Common Stock	1,570,190	$0.00	$0.00

Holdings After Transaction: Warrants to purchase Class A Common Stock — 0 contracts (Direct); Class A Common Stock — 3,823,366 shares (Direct)

Footnotes (4)

1. F1. Reflects the exercise of 1,920,000 warrants to purchase shares of Class A common stock of Utz Brands, Inc. ("Issuer") on a cashless basis pursuant to the Warrant Agreement, dated as of October 4, 2018 (the "Warrant Agreement"), by and between Collier Creek Holdings ("Collier Creek") and Continental Stock Transfer & Trust Company ("CST"), as assumed by the Issuer pursuant to that certain Assignment and Assumption Agreement, dated as of February 22, 2022, by and among the Issuer, CST, Equinity Trust Company ("Equinity") and the Consenting Holders (as defined therein). The number of shares of Class A common stock issuable upon exercise of the warrants was determined in accordance with section 3.3.1(c) of the Warrant Agreement.
2. F2. These securities include shares of Class A Common Stock that are held by Jason K. Giordano together with his spouse.
3. F3. Reflects the shares of Class A common stock "withheld" in connection with the cashless exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the warrant agent.
4. F4. The warrants are exercisable at any time and expire on August 28, 2025 or earlier upon redemption or the liquidation of the Issuer.

Key Figures

Warrants exercised: 1,920,000 Exercise price: $11.50 per share Shares withheld: 1,570,190 +2 more

5 metrics

Warrants exercised 1,920,000 Warrants to purchase Class A Common Stock exercised on August 7, 2025

Exercise price $11.50 per share Conversion or exercise price of the Utz Brands warrants

Shares withheld 1,570,190 Class A Common Stock withheld in connection with the cashless warrant exercise

Post-transaction holdings 3,823,366 shares Direct Class A Common Stock held by Jason K. Giordano and spouse after the transactions

Warrant expiration date August 28, 2025 Expiration date of the warrants described in the Warrant Agreement footnote

Key Terms

cashless basis, Warrant Agreement, private placement warrant, last reported sale price

4 terms

cashless basis financial

"Reflects the exercise of 1,920,000 warrants to purchase shares ... on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Warrant Agreement financial

"pursuant to the Warrant Agreement, dated as of October 4, 2018"

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

private placement warrant financial

"notice of exercise of the private placement warrant was sent to the warrant agent"

last reported sale price financial

"calculated as the average last reported sale price of the shares"

FAQ

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

What did Utz Brands (UTZ) director Jason K. Giordano report in this Form 4?

Jason K. Giordano reported exercising 1,920,000 warrants for Utz Brands Class A Common Stock on a cashless basis. The exercise generated shares, with 1,570,190 withheld to settle obligations, leaving him and his spouse holding 3,823,366 shares directly.

How many Utz Brands (UTZ) warrants did Jason K. Giordano exercise, and into what security?

He exercised 1,920,000 warrants to purchase Utz Brands Class A Common Stock. Each warrant entitled the holder to acquire Class A Common Stock, and the exercise occurred on August 7, 2025 under the terms of a Warrant Agreement.

What was the exercise price of the Utz Brands (UTZ) warrants used by Jason K. Giordano?

The warrants had an exercise price of $11.50 per share. This price applied when 1,920,000 warrants were exercised into Class A Common Stock, as reflected in the non-derivative transaction reported for August 7, 2025.

How many Utz Brands (UTZ) shares were withheld in Giordano’s cashless exercise?

In the cashless warrant exercise, 1,570,190 shares of Utz Brands Class A Common Stock were withheld. The withholding was calculated using the average last reported sale price over a specified ten-day trading period, as described in the Warrant Agreement footnote.

What is Jason K. Giordano’s Utz Brands (UTZ) shareholding after these transactions?

After the reported warrant exercise and share withholding, Jason K. Giordano and his spouse directly hold 3,823,366 shares of Utz Brands Class A Common Stock. This figure represents his post-transaction ownership position as reported in the filing’s holdings data.

When do the Utz Brands (UTZ) warrants referenced in Giordano’s filing expire?

The warrants described in the footnotes are exercisable at any time and expire on August 28, 2025, or earlier upon redemption or liquidation of Utz Brands, Inc. Giordano exercised 1,920,000 of these warrants before that stated expiration date.

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

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Accepted by SEC EDGAR 08/11/2025 - 05:30 PM Learn about SEC filing dates

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^*

Giordano Jason K

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		M(1)		1,920,000	A	$11.5(1)	5,393,556	D(2)
Class A Common Stock	08/07/2025		F(3)		1,570,190	D	(3)	3,823,366	D(2)

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
Warrants to purchase Class A Common Stock	$11.5	08/07/2025		M(1)			1,920,000	(4)	(4)	Class A Common Stock	1,920,000	(1)	0	D

Explanation of Responses:

1. Reflects the exercise of 1,920,000 warrants to purchase shares of Class A common stock of Utz Brands, Inc. ("Issuer") on a cashless basis pursuant to the Warrant Agreement, dated as of October 4, 2018 (the "Warrant Agreement"), by and between Collier Creek Holdings ("Collier Creek") and Continental Stock Transfer & Trust Company ("CST"), as assumed by the Issuer pursuant to that certain Assignment and Assumption Agreement, dated as of February 22, 2022, by and among the Issuer, CST, Equinity Trust Company ("Equinity") and the Consenting Holders (as defined therein). The number of shares of Class A common stock issuable upon exercise of the warrants was determined in accordance with section 3.3.1(c) of the Warrant Agreement.

2. These securities include shares of Class A Common Stock that are held by Jason K. Giordano together with his spouse.

3. Reflects the shares of Class A common stock "withheld" in connection with the cashless exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the warrant agent.

4. The warrants are exercisable at any time and expire on August 28, 2025 or earlier upon redemption or the liquidation of the Issuer.

Remarks:

	/s/ Theresa R. Shea, as attorney-in-fact for Jason K. Giordano	08/11/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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