UTZ Form 4: Roger Deromedi cashless exercise of 2.4M warrants
Rhea-AI Filing Summary
Roger K. Deromedi, a director of Utz Brands, Inc. (UTZ), exercised 2,400,000 warrants on a cashless basis on 08/08/2025 under the Warrant Agreement, generating shares determined by the agreement's formula. As part of the cashless exercise, 1,966,653 shares were withheld to satisfy consideration. Following the reported transactions, the filing shows 4,483,389 shares beneficially owned indirectly through the Roger K. Deromedi Revocable Trust.
The filing lists additional holdings: 1,000,000 shares in a 2024 GRAT, 461,401 in a 2021 GRAT, 409,369 in a 2024 GRAT 1, and 360,000 held by an irrevocable generation-skipping trust (for which the reporting person disclaims beneficial ownership). The exercised warrants were exercisable immediately and expire on 08/28/2025.
Positive
- Maintains significant indirect ownership: Filing shows 4,483,389 shares indirectly held through the Revocable Trust after the exercise.
- Warrants exercised under agreement: The 2,400,000 warrants were exercised pursuant to the Warrant Agreement on a cashless basis, completing the contractual conversion process.
Negative
- Shares withheld on exercise: 1,966,653 shares were withheld to satisfy the cashless exercise, reducing the net new shares received from the exercise.
- Some shares held outside reporting person's beneficial ownership: The reporting person disclaims beneficial ownership of 360,000 shares held in an irrevocable trust where the spouse holds voting and dispositive power.
Insights
TL;DR: Director exercised 2.4M warrants cashless, with ~1.97M shares withheld; maintains material indirect stake of 4.48M shares.
The Form 4 documents a cashless exercise of 2,400,000 private-placement warrants on 08/08/2025, with 1,966,653 shares withheld to satisfy the exercise consideration. Table entries show 4,483,389 shares indirectly owned via the Revocable Trust after the transactions. The filing also enumerates multiple trust-held blocks totaling sizable share counts, and notes the warrants expire on 08/28/2025. This is a routine Section 16 disclosure of insider conversion activity rather than an operational disclosure.
TL;DR: Insider conversion and trust holdings reinforce continued insider ownership and control through multiple trusts; disclosures are standard and specific.
The reporting person is identified as Roger K. Deromedi, a director, and the filing explicitly states he holds voting and dispositive power over several trusts that own Company shares. The Form 4 details the mechanics: cashless warrant exercise per the Warrant Agreement, shares withheld (1,966,653), and remaining indirect holdings. The filing includes a disclaimer of beneficial ownership for 360,000 shares held in an irrevocable trust where the spouse holds voting/dispositive power. All material items presented are procedural insider ownership disclosures.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Warrants to purchase Class A Common Stock | 2,400,000 | $0.00 | -- |
| Exercise | Class A Common Stock | 2,400,000 | $11.50 | $27.60M |
| Tax Withholding | Class A Common Stock | 1,966,653 | $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 | -- | -- | -- |
Footnotes (1)
- Reflects the exercise of 2,400,000 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. The securities are held by the Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/09/2011 (the "Revocable Trust"). The Reporting Person holds voting and dispositive power over the Revocable Trust. 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. 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. The warrants are exercisable at any time and expire on August 28, 2025 or earlier upon redemption or the liquidation of the Issuer.
