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

Utz Brands (NYSE: UTZ) CLO reports stock purchase, awards and tax withholdings

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Utz Brands, Inc. executive Theresa Robbins Shea, EVP and Chief Legal Officer, reported several Class A Common Stock transactions. On December 31, 2025, she acquired 702 shares at $9.86 through the 2021 Employee Stock Purchase Plan. On January 2, 2026, a total of 5,491 shares were withheld at $10.38 per share to cover taxes from multiple restricted stock unit settlements.

On January 5, 2026, she received a grant of 21,879 restricted stock units 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 continuous service and plan conditions. On January 6, 2026, 21,535 shares were issued upon vesting of performance share units, and 6,399 shares were withheld for related taxes. After these transactions, she beneficially owns 87,191 shares directly.

Positive

  • None.

Negative

  • None.
Insider Shea Theresa Robbins
Role EVP, Chief Legal Officer
Bought 702 shs ($7K)
Type Security Shares Price Value
Grant/Award Class A Common Stock 21,535 $0.00 --
Tax Withholding Class A Common Stock 6,399 $10.38 $66K
Grant/Award Class A Common Stock 21,879 $0.00 --
Tax Withholding Class A Common Stock 1,616 $10.38 $17K
Tax Withholding Class A Common Stock 1,145 $10.38 $12K
Tax Withholding Class A Common Stock 1,346 $10.38 $14K
Tax Withholding Class A Common Stock 1,384 $10.38 $14K
Purchase Class A Common Stock 702 $9.86 $7K
Holdings After Transaction: Class A Common Stock — 93,590 shares (Direct)
Footnotes (1)
  1. The shares of Issuer's Class A Common Stock were acquired on December 31, 2025, pursuant to the Utz Brands, Inc. 2021 Employee Stock Purchase Plan. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d). 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 December 19, 2022. 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. 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. 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. 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. 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. 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. 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.
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*
Shea Theresa Robbins
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Legal Officer
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 12/31/2025 P V 702(1) A $9.86 55,667 D
Class A Common Stock 01/02/2026 F 1,616(2) D $10.38 54,051 D
Class A Common Stock 01/02/2026 F 1,145(3) D $10.38 52,906 D
Class A Common Stock 01/02/2026 F 1,346(4) D $10.38 51,560 D
Class A Common Stock 01/02/2026 F 1,384(5) D $10.38 50,176 D
Class A Common Stock 01/05/2026 A 21,879(6)(7) A $0 72,055 D
Class A Common Stock 01/06/2026 A 21,535(8) A $0 93,590 D
Class A Common Stock 01/06/2026 F 6,399(9) D $10.38 87,191 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 Issuer's Class A Common Stock were acquired on December 31, 2025, pursuant to the Utz Brands, Inc. 2021 Employee Stock Purchase Plan. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d).
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 December 19, 2022.
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 February 2, 2023.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
Remarks:
/s/ Theresa Robbins Shea 01/06/2026
** 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 transactions did Utz Brands (UTZ) report for Theresa Robbins Shea?

The filing reports a purchase of 702 shares via the 2021 Employee Stock Purchase Plan, multiple share withholdings to cover tax liabilities from restricted stock unit and performance share unit settlements, a new grant of 21,879 restricted stock units, and the issuance of 21,535 shares upon vesting of performance share units.

How many Utz Brands (UTZ) shares does Theresa Robbins Shea own after these transactions?

Following the reported transactions, Theresa Robbins Shea beneficially owns 87,191 shares of Utz Brands, Inc. Class A Common Stock, held directly.

What position does the reporting person hold at Utz Brands (UTZ)?

The reporting person, Theresa Robbins Shea, is an officer of Utz Brands, Inc., serving as EVP, Chief Legal Officer.

What is the vesting schedule for the 21,879 restricted stock units granted on January 5, 2026?

The 21,879 restricted stock units vest as follows: 33.33% on December 31, 2026, 33.33% on December 31, 2027, and 33.34% on December 31, 2028, subject to continuous service and conditions in the 2020 Omnibus Equity Incentive Plan.

Why were some Utz Brands (UTZ) shares reported as disposed of in this Form 4?

Several entries marked as disposed represent shares withheld to pay tax liabilities arising from the settlement or vesting of restricted stock unit and performance share unit awards, rather than open-market sales.

At what prices were the reported Utz Brands (UTZ) share transactions executed?

The ESPP acquisition on December 31, 2025 was at $9.86 per share. The various share withholdings and related transactions on January 2, 2026 and January 6, 2026 used a price of $10.38 per share, and the new restricted stock unit grants were recorded at $0 as they are equity awards.

Which equity plans are referenced in this Utz Brands (UTZ) insider filing?

The transactions reference the Utz Brands, Inc. 2021 Employee Stock Purchase Plan and the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan, under which the ESPP purchase and restricted stock unit awards were made.