STOCK TITAN

Utz Brands agrees to $14.25-per-share cash merger

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

A group of major Utz Brands shareholders, including Series U and Series R of UM Partners, the Rice Family Foundation, Dylan Lissette and Timothy Brown, reports their current holdings and support for a planned cash acquisition of Utz by Intersnack Group through Idaho USA, Inc. Each outstanding share of Class A Common Stock would be converted at closing into $14.25 in cash, while all Class V shares held by Series U and Series R would be cancelled for no consideration.

The transaction is paired with a recapitalization of Utz Brands Holdings, LLC under which Series U and Series R agreed to purchase 2,315,790 Common Units at $14.25 per unit and, together with a redemption, would leave them and the surviving corporation each owning 50% of UBH. The structure provides for automatic termination of the Tax Receivable Agreement, with Series U and Series R receiving a $44 million TRA Payment. The investors have entered a Voting Agreement committing all of their Class A and Class V shares to support the Merger, TRA Payment and Recapitalization and to oppose alternative takeover proposals. If completed, the merger will make Utz an indirect wholly owned subsidiary of Intersnack and its Class A stock will be delisted from the New York Stock Exchange.

Positive

  • None.

Negative

  • None.

Filing Explained

The transaction is signed but not closed; voting commitments constrain key holders while shareholder and regulatory conditions remain outstanding.

The reporting persons disclose that the merger and related agreements were signed on July 20, 2026, but closing remains conditional on stockholder votes, regulatory clearances, the absence of legal restraints, and other contractual conditions; the filing therefore does not report a completed acquisition.

This Schedule 13D/A updates a major-holder report, and the reporting persons have agreed to vote their Utz shares for the merger and related transactions, oppose competing proposals, restrict transfers during the agreement's term, and waive appraisal rights. If a holder fails to follow the voting commitment, the agreement provides Parent an irrevocable voting proxy.

As of the filing, Series U reports 50,616,650 shares, or 37.3%, Series R reports 8,932,350 shares, or 9.2%, and the other reporting persons report smaller positions; the filing states that none of them traded Class A or Class V shares during the prior 60 days.

The stated resolution path is the required stockholder vote and regulatory clearances; the filing also says debt financing is committed subject to customary conditions, while receipt of that financing is not itself a condition to closing.

Merger Consideration per Class A share $14.25 per share Cash paid for each outstanding Class A Common Stock at the Effective Time
Outstanding Class A Common Stock 88,613,213 shares Class A shares outstanding as of July 15, 2026 per the Merger Agreement
Outstanding Class V Common Stock 55,349,000 shares Class V shares outstanding as of July 15, 2026 per the Merger Agreement
Series U beneficial ownership 50,616,650 shares Aggregate Class A and Class V shares reported beneficially owned by Series U (37.3% of class)
Series R beneficial ownership 8,932,350 shares Aggregate Class A and Class V shares reported beneficially owned by Series R (9.2% of class)
TRA Payment to Series U and Series R $44 million Aggregate cash payment upon termination of the Tax Receivable Agreement at closing
UBH Common Units purchased 2,315,790 units Common Units of Utz Brands Holdings, LLC to be purchased by Series U and Series R at $14.25 per unit
Redemption Promissory Note cap $100,000,000 + Equipment Financing Repayment Amount Maximum principal amount of the Redemption Promissory Note funding any Redemption Shortfall Amount
Tax Receivable Agreement financial
"entered into Amendment No. 2 to the Tax Receivable Agreement, dated as of August 28, 2020"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
Recapitalization financial
"such that, immediately following the Closing, the Purchase and Redemption... the "Recapitalization""
Recapitalization is a deliberate change to a company's mix of debt and equity—how much it borrows versus how much is funded by shareholders—accomplished by issuing or repaying debt, buying back shares, or issuing new shares. It matters to investors because it alters the company's risk profile, potential returns and cash flow stability: increasing debt can amplify returns but raises the chance of financial stress, while adding equity can dilute ownership but lower default risk—like swapping between a mortgage and savings to reshape household finances.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other clearances"
Company Takeover Proposal financial
"vote... (iv) against any Company Takeover Proposal, (v) against any other action, agreement or transaction"
Redemption Promissory Note financial
"funded in the form of a promissory note issued by UBH... the "Redemption Promissory Note""

FAQ

What merger involving Utz Brands (UTZ) is described?

Utz Brands entered into a Merger Agreement with Idaho USA, Inc., Idaho Merger Sub, Inc. and Intersnack Group GmbH & Co. KG. Merger Sub will merge into Utz, making Utz an indirect wholly owned subsidiary of Intersnack, subject to specified stockholder and regulatory approvals and other conditions.

What cash consideration will UTZ Class A shareholders receive?

Each outstanding Utz Class A Common Stock share will be converted into the right to receive $14.25 in cash, without interest and net of applicable withholding taxes, at the merger’s Effective Time, except for treasury shares, certain subsidiary- or parent-held shares, and shares properly exercising appraisal rights.

How many UTZ shares are beneficially owned by Series U and Series R?

Series U reports beneficial ownership of 50,616,650 shares (3,570,000 Class A and 47,046,650 Class V), representing 37.3% of the class. Series R reports beneficial ownership of 8,932,350 shares (630,000 Class A and 8,302,350 Class V), representing 9.2% of the class.

What is the $44 million TRA Payment mentioned for UTZ?

Amendment No. 2 to the Tax Receivable Agreement provides that it will automatically terminate at the merger’s Effective Time. In connection with that termination, the surviving corporation will pay Series U and Series R an aggregate $44 million cash TRA Payment at closing.

What recapitalization of Utz Brands Holdings, LLC affects UTZ owners?

Series U and Series R agreed to buy 2,315,790 UBH Common Units at $14.25 per unit, combined with a redemption so that, immediately after closing, the surviving corporation and Series U/Series R together will each own 50% of UBH’s issued and outstanding Common Units.

What voting commitments have UTZ reporting persons made?

Under a Voting Agreement, the reporting persons must vote all their Class A and Class V shares for approval of the Merger, TRA Payment and Recapitalization, support adjournments if needed, vote against any Company Takeover Proposal, and avoid transfers except to specified Permitted Transferees during the agreement’s term.

What happens to UTZ stock if the merger closes?

If the merger is consummated, each outstanding Class A share will be cashed out at $14.25 and Class V shares will be cancelled for no consideration. Utz Class A Common Stock will cease to be quoted on the New York Stock Exchange and will be eligible for deregistration under the Exchange Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





918090101

(CUSIP Number)
Gene P. Otto
1861 Santa Barbara Drive,
Lancaster, PA, 17601
(717) 735-8021

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/20/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7), (9) and (11): Beneficial ownership as of the date of filing this Amendment No. 3 consists of 3,570,000 shares of Class A Common Stock and 47,046,650 shares of Class V Common Stock. Note to row (13): Calculations are based upon a total of 88,613,213 shares of Class A Common Stock and 55,349,000 shares of Class V Common Stock outstanding as of July 15, 2026 as set forth in the Merger Agreement (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7), (9) and (11): Beneficial ownership as of the date of filing this Amendment No. 3 consists of 630,000 shares of Class A Common Stock and 8,302,350 shares of Class V Common Stock. Note to row (13): Calculations are based upon a total of 88,613,213 shares of Class A Common Stock and 55,349,000 shares of Class V Common Stock outstanding as of July 15, 2026 as set forth in the Merger Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7), (9) and (11): Beneficial ownership as of the date of filing this Amendment No. 3 consists of 900,000 shares of Class A Common Stock. Note to row (13): Calculations are based upon a total of 88,613,213 shares of Class A Common Stock and 55,349,000 shares of Class V Common Stock outstanding as of July 15, 2026 as set forth in the Merger Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7), (9) and (11): Beneficial ownership as of the date of filing this Amendment No. 3 consists of (i) 143,803 shares of Class A Common Stock; (ii) 335,663 shares of Class A Common Stock issuable upon exercise of vested stock options; (iii) 900,000 shares of Class A Common Stock held by the Rice Family Foundation of which Reporting Person's wife is Trustee, and (iv) 14,829 shares of Class A Common Stock held by a trust for the benefit of Reporting Person's child who shares Reporting Person's household. Reporting Person's beneficial ownership of Class A Common Stock as of the date of filing this Amendment No. 3 excludes 16,927 shares of Class A Common Stock issuable upon settlement of RSUs that vest more than 60 days from the date of filing this Amendment No. 3. Note to row (13): Calculations are based upon a total of 88,613,213 shares of Class A Common Stock and 55,349,000 shares of Class V Common Stock outstanding as of July 15, 2026 as set forth in the Merger Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7), (9) and (11): Beneficial ownership as of the date of filing this Amendment No. 3 consists of 67,573 shares of Class A Common Stock. Reporting Person's beneficial ownership of Class A Common Stock as of the date of filing this Amendment No. 3 excludes 16,927 shares of Class A Common Stock issuable upon settlement of RSUs that vest more than 60 days from the date of filing this Amendment No. 3. Note to row (13): Calculations are based upon a total of 88,613,213 shares of Class A Common Stock and 55,349,000 shares of Class V Common Stock outstanding as of July 15, 2026 as set forth in the Merger Agreement.


SCHEDULE 13D


Series U of UM Partners, LLC
Signature:/s/ Dylan B. Lissette
Name/Title:Dylan B. Lissette, President and Chief Executive Officer
Date:07/22/2026
Series R of UM Partners LLC
Signature:/s/ Dylan B. Lissette
Name/Title:Dylan B. Lissette, President and Chief Executive Officer
Date:07/22/2026
Rice Family Foundation
Signature:/s/ Stacie R. Lissette
Name/Title:Stacie R. Lissette, Trustee
Date:07/22/2026
Dylan Lissette
Signature:/s/ Dylan B. Lissette
Name/Title:Dylan B. Lissette
Date:07/22/2026
Timothy Brown
Signature:/s/ Timothy P. Brown
Name/Title:Timothy P. Brown
Date:07/22/2026

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