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Utz Brands (NYSE: UTZ) director donates 15,500 Class A shares

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

Rhea-AI Filing Summary

Utz Brands, Inc. director Roger K. Deromedi reported a charitable gift of 15,500 shares of Class A Common Stock on a Form 4. The shares were donated from the Roger K. Deromedi Revocable Trust to a charitable organization, and the filing states this was not a market transaction and no value was received. The filing also notes that Deromedi has voting and dispositive power over several trusts that hold additional Utz Class A shares, reflecting his ongoing indirect ownership position in the company.

Positive

  • None.

Negative

  • None.
Insider DEROMEDI ROGER K
Role Director
Type Security Shares Price Value
Gift Class A Common Stock 15,500 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 2,526,615 shares (Indirect, See Footnote); Class A Common Stock — 9,673 shares (Direct)
Footnotes (1)
  1. This transaction represents a charitable donation of 15,500 shares of Class A Common Stock held by the Roger K. Deromedi Revocable Trust, Dated 2/11/2000, Amended and Restated 11/2/2011 (the "Revocable Trust") to a charitable organization. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares. Reflects a prior transfer of 25,379 shares of the Issuer's Class A Common Stock from Roger K. Deromedi to the Revocable Trust, that was exempt under Rule 16a-13. The securities are held by the Revocable Trust. The Reporting Person holds voting and dispositive power over the Revocable Trust. The securities are held by the Roger K Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 11/19/2024 (the "2024 GRAT 2"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 2. The securities are held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust dated 11/01/2021 (the "2021 GRAT"). The reporting Person holds voting and dispositive power over the 2021 GRAT. The securities are held by the Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the "Irrevocable Trust"). To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust. The securities are held by the The Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/22/2024 (the "2024 GRAT 1"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 1.
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*
DEROMEDI ROGER 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)
12/01/2025
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 12/01/2025 G(1) 15,500 D $0 2,526,615(2) I See Footnote(3)
Class A Common Stock 1,000,000 I See Footnote(4)
Class A Common Stock 461,401 I See Footnote(5)
Class A Common Stock 360,000 I See Footnote(6)
Class A Common Stock 9,673(2) D
Class A Common Stock 409,369 I See Footnote(7)
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. This transaction represents a charitable donation of 15,500 shares of Class A Common Stock held by the Roger K. Deromedi Revocable Trust, Dated 2/11/2000, Amended and Restated 11/2/2011 (the "Revocable Trust") to a charitable organization. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.
2. Reflects a prior transfer of 25,379 shares of the Issuer's Class A Common Stock from Roger K. Deromedi to the Revocable Trust, that was exempt under Rule 16a-13.
3. The securities are held by the Revocable Trust. The Reporting Person holds voting and dispositive power over the Revocable Trust.
4. The securities are held by the Roger K Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 11/19/2024 (the "2024 GRAT 2"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 2.
5. The securities are held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust dated 11/01/2021 (the "2021 GRAT"). The reporting Person holds voting and dispositive power over the 2021 GRAT.
6. The securities are held by the Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the "Irrevocable Trust"). To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust.
7. The securities are held by the The Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/22/2024 (the "2024 GRAT 1"). The Reporting Person holds voting and dispositive power over the 2024 GRAT 1.
Remarks:
/s/ Theresa R. Shea, as attorney-in-fact for Roger K. Deromedi 12/03/2025
** 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.
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 director Roger K. Deromedi report?

Roger K. Deromedi reported a charitable donation of 15,500 shares of Utz Brands Class A Common Stock, transferred from his revocable trust to a charitable organization.

Was the UTZ insider transaction a market sale of shares?

No. The filing explains that the 15,500-share transfer was a charitable donation, not a market transaction, and that no value was received for the gifted shares.

Through which entity were the 15,500 UTZ shares donated?

The 15,500 Class A shares were held by the Roger K. Deromedi Revocable Trust and donated from that trust to a charitable organization.

What is Roger K. Deromedi’s relationship to Utz Brands (UTZ)?

Roger K. Deromedi is identified in the filing as a director of Utz Brands, Inc.

How does Roger K. Deromedi hold his UTZ shares after the transaction?

The filing states that various trusts, including the revocable trust and several grantor retained annuity trusts, hold Utz Class A shares and that Deromedi has voting and dispositive power over certain of these trusts.

Did Roger K. Deromedi receive any proceeds from the UTZ share donation?

No. The filing specifies that the charitable donation involved no market price and that no value was received for the gifted shares.