Utz Brands (UTZ) Insider Exercise: 1.92M Warrants Converted Cashless

Rhea-AI Filing Summary

Jason K. Giordano, a director of Utz Brands, Inc., exercised 1,920,000 warrants to purchase Class A common stock on a cashless basis on 08/07/2025 under the Warrant Agreement. The exercise produced 1,920,000 underlying shares and, per the filing, 1,570,190 shares were withheld in connection with the cashless exercise; the withholding was calculated using the average last reported sale price over a specified ten‑day period. After the transactions, the filing reports beneficial ownership totals of 5,393,556 and 3,823,366 shares (which include shares held with his spouse). The warrants carried an exercise price of $11.50 and are exercisable until August 28, 2025.

Positive

• Director Jason K. Giordano exercised 1,920,000 warrants, resulting in updated beneficial ownership figures that demonstrate continued insider holding.
• The exercise was completed on a cashless basis, so the reporting person incurred no cash outlay per the filing.

Negative

• The exercise converted 1,920,000 warrants into shares, which increases the company’s outstanding equity and may have a dilutive effect on existing shareholders.
• 1,570,190 shares were withheld in the cashless exercise, reducing the net new shares delivered to the reporting person and affecting the public float.

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.

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
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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^*

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.
* 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.
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FAQ

What did UTZ insider Jason K. Giordano report on Form 4?

He exercised 1,920,000 warrants cashless on 08/07/2025, with 1,570,190 shares withheld; beneficial ownership totals reported were 5,393,556 and 3,823,366.

How was the warrant exercise settled according to the filing?

The exercise was cashless, and the number of shares issuable was determined under Section 3.3.1(c) of the Warrant Agreement using a ten‑day average price calculation.

What was the exercise price and expiry for the warrants?

Exercise price: $11.50 per warrant for the derivative; Expiration: August 28, 2025 (or earlier upon redemption or liquidation).

Do the reported ownership figures include family holdings?

Yes. The filing states the reported securities include shares held by Jason K. Giordano together with his spouse.

How many warrants were exercised and how many shares resulted?

1,920,000 warrants were exercised, corresponding to 1,920,000 underlying shares before withholding; 1,570,190 shares were withheld as part of the cashless exercise.