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

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

Securities Analyst

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.

Corporate Governance Expert

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.

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^*

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)
08/08/2025

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	08/08/2025		M(1)		2,400,000	A	$11.5(1)	4,483,389	I	See Footnote(2)
Class A Common Stock	08/08/2025		F(3)		1,966,653	D	(3)	2,516,736	I	See Footnote(2)
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								35,052	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
Warrants to purchase Class A Common Stock	$11.5	08/08/2025		M(1)			2,400,000	(8)	(8)	Class A Common Stock	2,400,000	(1)	0	I	See Footnote(2)

Explanation of Responses:

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.

2. 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.

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 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.

8. 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 Roger K. Deromedi	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.
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.

FAQ

What did Utz (UTZ) director Roger K. Deromedi report on Form 4?

The Form 4 reports a cashless exercise of 2,400,000 warrants on 08/08/2025, with 1,966,653 shares withheld and 4,483,389 shares indirectly owned thereafter.

How many shares were withheld in the cashless warrant exercise for UTZ?

The filing states that 1,966,653 shares were withheld in connection with the cashless exercise.

When do the exercised warrants expire for the UTZ filing?

The warrants are exercisable at any time and expire on 08/28/2025, or earlier upon redemption or liquidation of the issuer.

Which trusts hold Utz shares for Roger K. Deromedi according to the filing?

The filing identifies the Roger K. Deromedi Revocable Trust, a 2024 GRAT 2 (1,000,000 shares), a 2024 GRAT 1 (409,369), a 2021 GRAT (461,401), and an irrevocable generation-skipping trust (360,000), among others.

Does Roger K. Deromedi retain voting and dispositive power over the trust holdings?

Yes. The Form 4 states the reporting person holds voting and dispositive power over several trusts, including the Revocable Trust and multiple GRATs, except where a disclaimer is stated.