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

Utz Brands (NYSE: UTZ) EVP reports stock grants, purchases and tax withholdings

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

Rhea-AI Filing Summary

Utz Brands, Inc. executive equity activity: EVP & Chief People Officer James Sponaugle reported multiple transactions in Class A Common Stock. On December 31, 2025, he acquired 679 shares at $9.86 through the 2021 Employee Stock Purchase Plan, bringing his holdings higher.

On January 2, 2026, a total of 4,708 shares were withheld at $10.38 to cover tax liabilities tied to several restricted stock unit settlements, reducing his directly held shares. On January 5, 2026, he received 18,936 restricted stock units under the 2020 Omnibus Equity Incentive Plan, each representing one future share, with vesting in three annual tranches on December 31 of 2026, 2027, and 2028, subject to continued service and plan conditions.

On January 6, 2026, 19,585 shares were issued upon vesting of performance share unit awards, and 5,771 shares were withheld at $10.38 for related taxes. After these transactions, Sponaugle directly beneficially owned 80,059 shares of Utz Brands, Inc. Class A Common Stock. Several transactions are noted as exempt under Rule 16b-3.

Positive

  • None.

Negative

  • None.
Insider Sponaugle James
Role EVP & Chief People Officer
Bought 679 shs ($7K)
Type Security Shares Price Value
Grant/Award Class A Common Stock 19,585 $0.00 --
Tax Withholding Class A Common Stock 5,771 $10.38 $60K
Grant/Award Class A Common Stock 18,936 $0.00 --
Tax Withholding Class A Common Stock 1,578 $10.38 $16K
Tax Withholding Class A Common Stock 874 $10.38 $9K
Tax Withholding Class A Common Stock 1,086 $10.38 $11K
Tax Withholding Class A Common Stock 1,170 $10.38 $12K
Purchase Class A Common Stock 679 $9.86 $7K
Holdings After Transaction: Class A Common Stock — 85,830 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*
Sponaugle James
(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 People 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 679(1) A $9.86 52,017 D
Class A Common Stock 01/02/2026 F 1,578(2) D $10.38 50,439 D
Class A Common Stock 01/02/2026 F 874(3) D $10.38 49,565 D
Class A Common Stock 01/02/2026 F 1,086(4) D $10.38 48,479 D
Class A Common Stock 01/02/2026 F 1,170(5) D $10.38 47,309 D
Class A Common Stock 01/05/2026 A 18,936(6)(7) A $0 66,245 D
Class A Common Stock 01/06/2026 A 19,585(8) A $0 85,830 D
Class A Common Stock 01/06/2026 F 5,771(9) D $10.38 80,059 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 R. Shea, as attorney-in-fact for James Sponaugle 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 James Sponaugle?

The filing shows James Sponaugle, EVP & Chief People Officer, bought 679 Utz Brands Class A shares at $9.86, had several tax-withholding disposals at $10.38, received 18,936 restricted stock units, and received 19,585 shares from vested performance share units.

How many Utz Brands (UTZ) shares does James Sponaugle now beneficially own?

After the reported transactions, James Sponaugle directly beneficially owned 80,059 shares of Utz Brands, Inc. Class A Common Stock.

What is the vesting schedule for the new Utz Brands (UTZ) restricted stock units?

The 18,936 restricted stock units vest in three tranches: 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 plan.

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

Multiple disposals labeled with transaction code “F” represent shares withheld to pay tax liabilities arising from the settlement or vesting of restricted stock unit and performance share unit awards at a price of $10.38 per share.

What equity plans are referenced in this Utz Brands (UTZ) Form 4?

The transactions reference the 2021 Employee Stock Purchase Plan for a purchase of 679 shares, and the 2020 Omnibus Equity Incentive Plan for the grant of 18,936 restricted stock units and performance share unit vesting.

Were the Utz Brands (UTZ) equity transactions exempt under Rule 16b-3?

Yes. The acquisition of 679 shares through the employee stock purchase plan and the awards and issuances related to restricted stock units and performance share units are described as exempt under Rule 16b-3.