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Item 1. Financial Statements

2025-10-30 compared with 2025-07-31 · 151 added, 105 removed, 431 unchanged (37% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 29, 2025 and December 29, 2024

September 28, 2025 and December 29, 2024

(In millions, except share information)

June 29, 2025

September 28, 2025

As of December 29, 2024

7 unchanged sentences

Non-current Assets

Assets held for sale 6.7 —

Property, plant and equipment, net 396.5 345.2

22 unchanged sentences

1,000,000,000 shares authorized;

86,145,254 and 83,537,542 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively

87,509,774 and 83,537,542 shares issued and outstanding as of September 28, 2025 and December 29, 2024, respectively

Shares of Class V Common Stock, $ 0.0001 par value;

61,249,000 shares authorized;

55,349,000 and 57,349,000 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively

55,349,000 and 57,349,000 shares issued and outstanding as of September 28, 2025 and December 29, 2024, respectively

Additional paid-in capital 1,032.8 988.5

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen weeks ended June 29, 2025 and June 30, 2024

For the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024

(In millions, except share information)

Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Thirteen weeks ended September 28, 2025 Thirteen weeks ended September 29, 2024 Thirty-nine weeks ended September 28, 2025 Thirty-nine weeks ended September 29, 2024

Net sales $ 377.8 $ 365.5 $ 1,096.6 $ 1,068.2

7 unchanged sentences

Income from operations 3.3 19.5 15.4 51.7

Other income (loss), net

Other (loss) income, net

Gain on sale of business — — — 44.0

1 unchanged sentence

Loss on debt extinguishment — — ( 0.5 ) ( 1.3 )

Other (loss) income ( 0.6 ) 0.2 ( 0.2 ) 1.0

Gain on remeasurement of warrant liability 12.5 12.9 23.5 1.1

Other income (loss), net 0.5 1.6 ( 0.1 ) 20.8

Income before taxes 6.9 24.1 12.0 53.0

Income tax (benefit) expense ( 3.2 ) ( 1.3 ) ( 3.8 ) 25.2

Net income 10.1 25.4 15.8 27.8

Other income 1.2 0.5 1.0 1.5

(Loss) gain on remeasurement of warrant liability ( 0.7 ) ( 6.4 ) 22.8 ( 5.3 )

Other (loss) income, net ( 10.1 ) ( 18.5 ) ( 10.2 ) 2.3

(Loss) income before taxes ( 6.8 ) 1.0 5.2 54.0

Income tax expense 13.4 0.2 9.6 25.4

Net (loss) income ( 20.2 ) 0.8 ( 4.4 ) 28.6

Net loss (income) attributable to noncontrolling interest 5.5 ( 3.0 ) 7.7 ( 15.0 )

Net income (loss) attributable to controlling interest $ 10.5 $ 19.8 $ 18.0 $ 15.8

Net (loss) income attributable to controlling interest $ ( 14.7 ) $ ( 2.2 ) $ 3.3 $ 13.6

Income per Class A Common stock:

4 unchanged sentences

Diluted 86,958,867 82,445,064 87,795,006 84,948,754

Net income $ 10.1 $ 25.4 $ 15.8 $ 27.8

Net (loss) income $ ( 20.2 ) $ 0.8 $ ( 4.4 ) $ 28.6

Other comprehensive (loss) income:

Change in fair value of interest rate swap ( 2.5 ) ( 15.5 ) ( 12.7 ) ( 13.0 )

Comprehensive income 6.3 23.2 5.6 30.3

Comprehensive (loss) income ( 22.7 ) ( 14.7 ) ( 17.1 ) 15.6

Net comprehensive loss (income) attributable to noncontrolling interest 6.5 3.4 12.7 ( 9.6 )

Net comprehensive income attributable to controlling interest $ 8.2 $ 18.6 $ 11.8 $ 17.3

Net comprehensive (loss) income attributable to controlling interest $ ( 16.2 ) $ ( 11.3 ) $ ( 4.4 ) $ 6.0

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen weeks ended June 29, 2025 and June 30, 2024

For the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024

(In millions, except share information)

5 unchanged sentences

Deferred tax impact from divestiture — — 2.9 — — 2.9 2.1 5.0

Net (loss) income — — — ( 4.0 ) — ( 4.0 ) 6.4 2.4

Net income — — — 15.8 — 15.8 12.0 27.8

Cash dividends declared — — — ( 9.7 ) — ( 9.7 ) — ( 9.7 )

Special excess cash dividend — — — ( 1.8 ) — ( 1.8 ) — ( 1.8 )

Distribution to noncontrolling interest — — — — — — ( 7.0 ) ( 7.0 )

Tax distribution — — — — — — ( 2.6 ) ( 2.6 )

Other comprehensive income — — — — 1.5 1.5 1.0 2.5

Balance at March 31, 2024 81,406,827 $ — 59,349,000 $ — $ 950.1 $ ( 306.8 ) $ 25.7 $ 669.0 $ 721.2 $ 1,390.2

Balance at June 30, 2024 81,530,122 $ — 59,349,000 $ — $ 955.3 $ ( 293.7 ) $ 24.5 $ 686.1 $ 719.7 $ 1,405.8

Share-based compensation 7,420 — — 4.6 — — 4.6 — 4.6

Class V to Class A Exchange 1,000,000 — ( 1,000,000 ) — 12.1 — — 12.1 ( 12.1 ) —

Deferred tax impact from divestiture — — 0.1 — — 0.1 — 0.1

Net income — — — 19.8 — 19.8 5.6 25.4

Net (loss) income — — — ( 2.2 ) — ( 2.2 ) 3.0 0.8

Cash dividends declared — — — ( 5.0 ) — ( 5.0 ) — ( 5.0 )

3 unchanged sentences

Other comprehensive loss — — — — ( 9.1 ) ( 9.1 ) ( 6.4 ) ( 15.5 )

Balance at June 30, 2024 81,530,122 $ — 59,349,000 $ — $ 955.3 $ ( 293.7 ) $ 24.5 $ 686.1 $ 719.7 $ 1,405.8

Balance at September 29, 2024 82,537,542 $ — 58,349,000 $ — $ 972.1 $ ( 301.8 ) $ 15.4 $ 685.7 $ 698.8 $ 1,384.5

Balance at December 29, 2024 83,537,542 $ — 57,349,000 $ — $ 988.5 $ ( 304.7 ) $ 18.6 $ 702.4 $ 685.3 $ 1,387.7

1 unchanged sentence

Class V to Class A Exchange 2,000,000 — ( 2,000,000 ) — 23.9 — — 23.9 ( 23.9 ) —

Class A Common Stock Class V Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' Equity Non-controlling Interest Total Equity

Shares Amount Shares Amount

Payments of tax withholding requirements for employee stock awards — — ( 2.2 ) — — ( 2.2 ) — ( 2.2 )

1 unchanged sentence

Cash dividends declared — — — ( 10.8 ) — ( 10.8 ) — ( 10.8 )

Class A Common Stock Class V Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' Equity Non-controlling Interest Total Equity

Shares Amount Shares Amount

Special excess cash dividend declared — — — ( 0.9 ) — ( 0.9 ) — ( 0.9 )

2 unchanged sentences

Other comprehensive loss — — — — ( 6.2 ) ( 6.2 ) ( 4.0 ) ( 10.2 )

Balance at March 30, 2025 86,061,753 $ — 55,349,000 $ — $ 1,014.5 $ ( 303.7 ) $ 14.7 $ 725.5 $ 652.1 $ 1,377.6

Balance at June 29, 2025 86,145,254 $ — 55,349,000 $ — $ 1,017.2 $ ( 298.4 ) $ 12.4 $ 731.2 $ 646.7 $ 1,377.9

Share-based compensation 56,647 — — 5.4 — — 5.4 — 5.4

Net income (loss) — — — 10.5 — 10.5 ( 0.4 ) 10.1

Exercises of Warrants 1,307,873 — — 10.2 — — 10.2 — 10.2

Net loss — — — ( 14.7 ) — ( 14.7 ) ( 5.5 ) ( 20.2 )

Cash dividends declared — — — ( 5.3 ) — ( 5.3 ) — ( 5.3 )

1 unchanged sentence

Other comprehensive loss — — — — ( 1.5 ) ( 1.5 ) ( 1.0 ) ( 2.5 )

Balance at June 29, 2025 86,145,254 $ — 55,349,000 $ — $ 1,017.2 $ ( 298.4 ) $ 12.4 $ 731.2 $ 646.7 $ 1,377.9

Balance at September 28, 2025 87,509,774 $ — 55,349,000 $ — $ 1,032.8 $ ( 318.4 ) $ 10.9 $ 725.3 $ 636.8 $ 1,362.1

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the thirteen weeks ended June 29, 2025 and June 30, 2024

For the thirty-nine weeks ended September 28, 2025 and September 29, 2024

(In millions)

Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Thirty-nine weeks ended September 28, 2025 Thirty-nine weeks ended September 29, 2024

Cash flows from operating activities

Net income $ 15.8 $ 27.8

Adjustments to reconcile net income to net cash used in operating activities:

Net (loss) income $ ( 4.4 ) $ 28.6

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Impairment and other charges 0.6 —

1 unchanged sentence

Gain on sale of business — ( 44.0 )

Gain on remeasurement of warrant liability ( 23.5 ) ( 1.1 )

(Gain) loss on remeasurement of warrant liability ( 22.8 ) 5.3

Loss (gain) on sale of assets 0.7 ( 0.4 )

8 unchanged sentences

Accounts payable and accrued expenses and other 15.2 21.9

Net cash used in operating activities ( 3.9 ) ( 0.2 )

Net cash provided by operating activities 47.3 52.0

Cash flows from investing activities

5 unchanged sentences

Proceeds from the sale of IO notes 5.4 3.6

Notes receivable ( 22.0 ) ( 18.8 )

Purchases of IO routes and other changes in note receivables ( 30.0 ) ( 30.6 )

Net cash (used in) provided by investing activities ( 95.2 ) 116.1

9 unchanged sentences

Net cash provided by (used in) financing activities 49.5 ( 155.2 )

Net (decrease) increase in cash and cash equivalents ( 1.5 ) 14.6

Net increase in cash and cash equivalents 1.6 12.9

Cash and cash equivalents at beginning of period 56.1 52.0

32 unchanged sentences

These estimates are made using various techniques which will include the use of historical data on performance of similar promotional programs.

The Company has reserves in place of $ 14.6 million as of June 29, 2025, which included adjustments taken by customers of $ 13.1 million that were awaiting final processing as of such date, and had reserves of $ 20.8 million as of December 29, 2024, which include adjustments taken by customers of $ 9.3 million that were awaiting final processing as of such date.

The Company has reserves in place of $ 21.2 million as of September 28, 2025, which included adjustments taken by customers of $ 18.6 million that were awaiting final processing as of such date, and had reserves of $ 20.8 million as of December 29, 2024, which include adjustments taken by customers of $ 9.3 million that were awaiting final processing as of such date.

Differences between estimated expense and actual redemptions are recognized as a change in management estimate as actual redemptions are incurred.

Recently Issued Accounting Standards – In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods.

Recently Issued Accounting Standards – In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles - Goodwill and Other - Internal Use Software - Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting for software costs that are accounted for under Subtopic 350-40.

ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

Therefore, an entity is required to start capitalizing software costs when both of the following occur:

1) Management has authorized and committed to funding the software project and 2) It is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods with early adoption permitted, and can be applied either on a prospective, modified transition or retrospective basis.

The Company is currently assessing the impact that ASU 2025-06 will have on its financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, F inancial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets.

ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

The Company is currently evaluating the impact of ASU 2025-05 on its financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods.

This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments can be applied either prospectively or retrospectively.

The Company is currently evaluating this ASU to determine its impact on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company is currently evaluating this ASU to determine its impact on the Company's footnote disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes:

16 unchanged sentences

The gain on the Good Health and R.W.

Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the twenty-six weeks ended June 30, 2024.

Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirty-nine weeks ended September 29, 2024.

On April 22, 2024, the Company sold to Our Home its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets (the “Manufacturing Facilities Sale”).

6 unchanged sentences

(in millions)

June 29, 2025

September 28, 2025

As of December 29, 2024

6 unchanged sentences

(in millions)

June 29, 2025

September 28, 2025

As of December 29, 2024

7 unchanged sentences

Property, plant and equipment, net $ 396.5 $ 345.2

Depreciation expense was $ 11.9 million and $ 8.2 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 21.3 million and $ 17.0 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

Depreciation expense was $ 11.1 million and $ 8.2 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, and $ 32.4 million and $ 25.2 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

Depreciation expense is included in Cost of goods sold and Selling, distribution, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company intends to sell two buildings located in Hanover, PA and a tract of land located in Goodyear, AZ.

The carrying value of these assets in the amount of $ 6.7 million has been reported as Assets held for sale on the Consolidated Balance Sheet as of September 28, 2025.

No impairment has been recognized on these assets.

The Company cannot provide assurance that it will be able to complete the sale of these assets on the terms currently contemplated, or at all, or that the proceeds from such sales will equal or exceed the carrying value of the assets.

In addition, the Company announced in July 2025 the closure of its Grand Rapids, Michigan manufacturing facility.

This closure is expected to be completed by early 2026.

GOODWILL AND INTANGIBLE ASSETS, NET

2 unchanged sentences

Balance as of December 29, 2024

Balance as of June 29, 2025

Balance as of September 28, 2025

Intangible assets, net, consisted of the following:

(in millions)

June 29, 2025

September 28, 2025

As of December 29, 2024

8 unchanged sentences

Intangible assets, net $ 973.0 $ 996.5

Amortization of distributor/customer relationships, technology and trade names amounted to $ 9.0 million and $ 9.0 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 18.0 million and $ 18.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

Amortization of distributor/customer relationships, technology and trade names amounted to $ 9.1 million and $ 9.0 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, and $ 27.1 million and $ 27.3 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

The expense related to the amortization of intangibles is included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

2 unchanged sentences

The notes bear interest at rates ranging from 7.00 % to 10.00 % with terms ranging generally from one to ten years .

The notes receivable balances due from IOs at June 29, 2025 and December 29, 2024 totaled $ 16.6 million and $ 13.8 million, respectively, and are collateralized by the routes for which the loans are made.

The notes receivable balances due from IOs at September 28, 2025 and December 29, 2024 totaled $ 15.6 million and $ 13.8 million, respectively, and are collateralized by the routes for which the loans are made.

The Company also sold certain notes to Bank of America and two other banks.

1 unchanged sentence

Contingencies.

SUPPLY CHAIN FINANCE

The Company participates in a supply chain finance program with a certain financial institution.

The program allows its suppliers to sell their receivables to the financial institution at the discretion of both parties on terms that are negotiated between the supplier and the financial institution.

Pursuant to their agreement with the financial institution, certain suppliers may elect to be paid early at their discretion.

The key terms of the supplier invoice, including the amounts due and scheduled payment dates, are not impacted by the Company’s suppliers’ decisions to sell their receivables under the program.

The Company’s supply chain financing program obligations are classified as accounts payable, and the Company agrees to pay to the financial institution those invoices sold according to the the Company's standard terms.

There are no assets pledged or other forms of guarantees associated with the program.

The Company or the financial institution may terminate the program upon at least 30 days' notice.

The balance of the obligations outstanding at the end of the reporting period are as follows:

(in millions) As of

Balance as of December 29, 2024

Invoices confirmed during the year.

Confirmed invoices paid during the year.

Balance as of September 28, 2025

ACCRUED EXPENSES AND OTHER

Current accrued expenses and other consisted of the following:

(in millions) As of June 29, 2025 As of December 29, 2024

(in millions) As of September 28, 2025 As of December 29, 2024

Accrued compensation and benefits $ 15.1 $ 24.3

Accrued Federal income tax payable 4.5 —

Operating right of use liability 18.6 17.3

10 unchanged sentences

Non-current accrued expenses and other consisted of the following:

(in millions) As of June 29, 2025 As of December 29, 2024

(in millions) As of September 28, 2025 As of December 29, 2024

Operating right of use liability $ 142.1 $ 133.0

9 unchanged sentences

Other material terms of the Term Loan B remain unchanged.

The Company recorded a loss on debt extinguishment of $ 0.5 million related to the refinancing of its Term Loan B in its Consolidated Statements of Operations and Comprehensive Income (Loss) for the twenty-six weeks ended June 29, 2025.

Term debt and revolving credit facilities consisted of the following:

1 unchanged sentence

Original Principal Balance Maturity Date As of

June 29, 2025

September 28, 2025

As of December 29, 2024

4 unchanged sentences

$ 187.8 147.2 83.5

Asset based lending (“ABL”) facility October-27 60.7 0.2

Asset based lending (“ABL”) facility July-28 20.7 0.2

Net impact of debt issuance costs and original issue discount ( 5.2 ) ( 5.0 )

3 unchanged sentences

(1) Loan by City National Bank which is secured by a majority of the real estate assets of the Company ("Real Estate Term Loan").

(2) Equipment loans have varying maturities from June 2026 to July 2030.

(2) Equipment loans have varying maturities from June 2026 to October 2030.

Other Notes Payable and Finance Leases

1 unchanged sentence

(in millions)

June 29, 2025

September 28, 2025

As of December 29, 2024

6 unchanged sentences

Interest expense consisted of the following:

(in millions) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

(in millions) Thirteen weeks ended September 28, 2025 Thirteen weeks ended September 29, 2024 Thirty-nine weeks ended September 28, 2025 Thirty-nine weeks ended September 29, 2024

Company’s long-term debt $ 10.0 $ 12.0 $ 31.8 $ 33.0

7 unchanged sentences

Term Debt, Revolving Credit Facility, and Other Notes Payable .

The interest rate swaps are designated as cash flow hedges under ASC 815-20 and are included in the Company’s Consolidated Balance Sheets at fair value.

Changes in the fair value of the effective portion of the hedges are recorded in Accumulated Other Comprehensive Income and reclassified into Interest Expense in the same period the hedged items affect earnings.

The portion of the derivative that is no longer designated as a hedge is accounted for at fair value with mark-to-market adjustments recorded immediately in earnings.

Cash flows associated with derivatives are reported in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.

In September 2025, the Company terminated the previously existing swap agreement associated with the Term Loan B, resulting in the receipt of cash proceeds totaling $ 12.1 million which was recorded to Other comprehensive income (loss) and amortized into earnings over the remaining term of the loan.

In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $ 500.0 million.

This agreement is scheduled to mature on December 31, 2028.

Under the terms of this agreement, the Company is obligated to make periodic payments at the fixed interest rate of 3.23 %, while receiving periodic payments based on the one-month SOFR from the counterparty.

The interest rate swap is designated as cash flow hedge under ASC 815-20.

Warrant Liabilities

As of each of June 29, 2025 and December 29, 2024, there were 7,200,000 private placement warrants (“Warrants”) outstanding, which are accounted for as derivative liabilities pursuant to ASC 815-40.

The Warrants have a term of five years and expire in August 2025.

A reconciliation of the changes in the warrant liability during the thirteen weeks ended June 29, 2025 is as follows:

As of December 29, 2024, there were 7,200,000 private placement warrants (“Warrants”) outstanding, which were accounted for as derivative liabilities pursuant to ASC 815-40.

The Warrants had a term of five years .

In August 2025 the Warrants were fully exercised in a cashless exchange resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock.

A reconciliation of the changes in the warrant liability during the thirty-nine weeks ended September 28, 2025 is as follows:

(in millions)

1 unchanged sentence

Gain on remeasurement of warrant liability ( 23.5 )

Fair value of warrant liabilities as of March 30, 2025 $ 22.0

Gain on remeasurement of warrant liability ( 12.5 )

Fair value of warrant liabilities as of June 29, 2025 $ 9.5

Loss on remeasurement of warrant liability (1)

Exercise of Warrants ( 10.2 )

Fair value of warrant liabilities as of September 28, 2025 $ —

(1) Loss on remeasurement relates to the period from June 30, 2025 through the exercise date in August 2025.

Purchase Commitments

The Company has outstanding purchase commitments for specific quantities at fixed prices for certain key ingredients to economically hedge commodity input prices.

These purchase commitments totaled $ 90.2 million as of June 29, 2025 and $ 61.1 million as of December 29, 2024.

These purchase commitments totaled $ 87.2 million as of September 28, 2025 and $ 61.1 million as of December 29, 2024.

The Company accrues for losses on firm purchase commitments in a loss position at the end of each reporting period to the extent that there is an active observable market.

The Company has recorded purchase commitment gains totaling $ 1.1 million and $ 0.1 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 1.7 million and $ 0.9 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of June 29, 2025:

The Company has recorded purchase commitment (losses) gains totaling $( 0.2 ) million and $( 0.8 ) million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, and $ 1.5 million and $ 0.1 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

(in millions) Level 1 Level 2 Level 3 Total

5 unchanged sentences

Interest rate swaps — 1.7 — 1.7

Warrants — 9.5 — 9.5

Debt — 850.7 — 850.7

14 unchanged sentences

The Company partially guarantees loans made to IOs by Bank of America for the purchase of routes.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 63.9 million and $ 63.5 million at June 29, 2025 and December 29, 2024, respectively, which loans are accounted for as off balance sheet arrangements.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 63.5 million at both of September 28, 2025 and December 29, 2024, which loans are accounted for as off balance sheet arrangements.

As discussed in Note 6.

Notes Receivable , the Company also sold notes receivable on its books to Bank of America during fiscal years 2025 and 2024, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at June 29, 2025 and December 29, 2024 was $ 12.8 million and $ 11.7 million, respectively.

Notes Receivable , the Company

also sold notes receivable on its books to Bank of America during fiscal years 2025 and 2024, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at September 28, 2025 and December 29, 2024 was $ 13.0 million and $ 11.7 million, respectively.

Due to the structure of the transactions, the sales did not qualify for sale accounting treatment, and as such the Company records the notes payable obligation owed by the IOs to the financial institution on its Consolidated Balance Sheets;

2 unchanged sentences

Additionally, the Company guarantees loans for the purchase of routes made by two other banks.

The outstanding balance of these loans was $ 1.0 million and $ 1.5 million at June 29, 2025 and December 29, 2024, respectively, of which $ 0.0 million and $ 1.3 million was included in the Company's Consolidated Balance Sheets at June 29, 2025 and December 29, 2024, respectively.

The outstanding balance of these loans was $ 0.9 million and $ 1.5 million at September 28, 2025 and December 29, 2024, respectively, of which $ 0.8 million and $ 1.3 million was included in the Company's Consolidated Balance Sheets at September 28, 2025 and December 29, 2024, respectively.

The maximum amount of future payments the Company could be required to make under these guarantees equates to 25 % of the outstanding loan balance.

2 unchanged sentences

SUPPLEMENTARY CASH FLOW INFORMATION

(in millions) Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

(in millions) Thirty-nine weeks ended September 28, 2025 Thirty-nine weeks ended September 29, 2024

Cash paid for interest $ 39.6 $ 42.8

4 unchanged sentences

The Company presents the gain on the sale of disposals of property and equipment, and the gain on the sale of routes within (Loss) gain on sale of assets within the Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statement of Cash Flows.

The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of Utz Brands Holdings.

LLC, an affiliate of the Company (“UBH”), as well as any standalone income or loss that UBI generates.

The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of Utz Brands Holdings, LLC, an affiliate of the Company (“UBH”), as well as any standalone income or loss that UBI generates.

UBH is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions.

4 unchanged sentences

The Company anticipates this structure to remain in existence for the foreseeable future.

The Company recorded income tax benefit of $ 3.2 million and $ 3.8 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively.

Comparably, the Company recorded income tax benefit of $ 1.3 million and expense of $ 25.2 million for the thirteen and twenty-six weeks ended June 30, 2024, respectively.

The effective tax rates for the thirteen and twenty-six weeks ended June 29, 2025 were ( 46.4 )% and ( 31.7 )%, respectively.

Comparably, the effective tax rates for the thirteen and twenty-six weeks ended June 30, 2024 were ( 5.4 )% and 47.5 %, respectively.

The Company recorded income tax expense of $ 13.4 million and $ 9.6 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively.

Comparably, the Company recorded income tax expense of $ 0.2 million and $ 25.4 million for the thirteen and thirty-nine weeks ended September 29, 2024, respectively.

The effective tax rates for the thirteen and thirty-nine weeks ended September 28, 2025 were ( 197.1 )% and 184.6 %, respectively.

Comparably, the effective tax rates for the thirteen and thirty-nine weeks ended September 29, 2024 were 20.0 % and 47.0 %, respectively.

The Company’s effective tax rates differ from the federal statutory rate of 21% primarily because UBH, which is a partnership, is not taxed at the entity level, and is required to allocate some of its taxable results to the holders of noncontrolling interests ("Noncontrolling Interest Holders"), as well as state taxes and the fair value impact of warrant liabilities.

The Company’s effective tax rates for the thirteen and twenty-six weeks ended June 29, 2025 are 62.2 % and 43.8 %, respectively before consideration of any discrete items.

During the thirteen and twenty-six weeks ended June 29, 2025, the effective tax rate was impacted by statutory state tax rate changes, which resulted in a discrete tax benefit of $ 0.3 million and expense of $ 0.8 million, respectively.

During the thirteen and thirty-nine weeks ended September 28, 2025, the effective tax rate was impacted by an increase in valuation allowance, return to provision items, and statutory state tax rate changes, which resulted in discrete tax expense of $ 6.4 million and $ 7.2 million, respectively.

The Company regularly evaluates valuation allowances established for deferred tax assets (“DTAs”) for which future realization is uncertain.

The Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit the use of existing DTAs.

As of June 29, 2025, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

As of September 28, 2025, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth.

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Therefore, a valuation allowance has been recorded against the DTAs for which it is more likely than not they will not be realized.

The Company has DTAs related to its investment in UBH that are expected to be realized in the ordinary course of operations or generate future net operating losses for which a portion will have an indefinite carryforward period.

Additionally, the Company has deferred tax liabilities (“DTLs”) related to its investment in UBH that will not reverse in the ordinary course of business and will only reverse when UBH is sold or liquidated.

The Company has no intention of disposing of or liquidating UBH and therefore has not considered the indefinite lived DTL as a source of income to offset other DTAs.

In weighing positive and negative evidence, both objective and subjective, including its twelve-quarter cumulative loss, the Company has recorded a valuation allowance against its DTAs related to net operating losses and deductible book/tax differences and recorded a DTL primarily related to the book over tax basis in the investment in UBH that will not reverse in the ordinary course of business.

In weighing positive and negative evidence, both objective and subjective, including its twelve-quarter cumulative loss, the Company has recorded a full valuation allowance against its DTAs related to net operating losses and deductible book/tax differences and recorded a DTL primarily related to the book over tax basis in the investment in UBH that will not reverse in the ordinary course of business.

The Company considered that an indefinite lived DTL may be considered as a source of taxable income for an indefinite lived DTA;

however, given our indefinite lived DTL will only reverse upon sale or liquidation, the Company determined that it was more appropriate to record a valuation allowance against a portion of its DTAs.

however, given our indefinite lived DTL will only reverse upon sale or liquidation, the Company determined that it was more appropriate to record a valuation allowance against its DTAs.

The amount of DTAs considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth.

As of June 29, 2025, tax years 2021 through 2025 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2020 through 2025 remain open and subject to examination in selected states that have a four-year statute of limitations.

As of September 28, 2025, tax years 2021 through 2025 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2020 through 2025 remain open and subject to examination in selected states that have a four-year statute of limitations.

Upon audit, tax authorities may challenge all or part of a tax position.

A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the period in which a final determination is made.

The Company did not maintain any unrecognized tax benefits as of June 29, 2025 or December 29, 2024.

Equity for a discussion on distribution requirements to UBH members regarding income taxes on their flow-through income.

The Company did not maintain any unrecognized tax benefits as of September 28, 2025 or December 29, 2024.

Tax receivable agreement liability

Pursuant to an election under section 754 of the Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase units of UBH from a third party then holding common and preferred interests of noncontrolling interests and purchased units of UBH from noncontrolling interests in our business combination in 2020.

Following the 2020 business combination, the Noncontrolling Interest Holders have the option to exchange common limited liability company units of UBH ("Common Company Units") along with the forfeiture of a corresponding number of shares of Class V Common Stock for corresponding number of shares of Class A Common Stock.

Following the 2020 business combination, the Noncontrolling Interest Holders have the option to exchange common limited liability company units of UBH ("Common Company Units") along with the forfeiture of a corresponding number of shares of Class V Common Stock for a corresponding number of shares of Class A Common Stock.

The Company intends to treat any such exchanges as direct purchases for U.S.

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The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors.

As of June 29, 2025 and December 29, 2024, the Company had a liability of $ 25.5 million and $ 24.4 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

As of September 28, 2025 and December 29, 2024, the Company had a liability of $ 23.5 million and $ 24.4 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

The Company operates in one reportable segment:

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The CODM uses segment income/loss to evaluate income generated from the segment in deciding whether to reinvest profits into the segment or alternatives such as for acquisitions or to pay dividends, and to monitor budget versus actual results.

(in millions) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

(in millions) Thirteen weeks ended September 28, 2025

Thirteen weeks ended September 29, 2024

Thirty-nine weeks ended September 28, 2025

Thirty-nine weeks ended September 29, 2024

Net sales $ 377.8 $ 365.5 $ 1,096.6 $ 1,068.2

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Loss on debt extinguishment — — ( 0.5 ) ( 1.3 )

Other (loss) income ( 0.6 ) 0.2 ( 0.2 ) 1.0

Gain on remeasurement of warrant liability 12.5 12.9 23.5 1.1

Other income (loss), net 0.5 1.6 ( 0.1 ) 20.8

Income before income taxes 6.9 24.1 12.0 53.0

Income tax (benefit) expense ( 3.2 ) ( 1.3 ) ( 3.8 ) 25.2

Net income $ 10.1 $ 25.4 $ 15.8 $ 27.8

Other income 1.2 0.5 1.0 1.5

(Loss) gain on remeasurement of warrant liability ( 0.7 ) ( 6.4 ) 22.8 ( 5.3 )

Other income (loss) income, net ( 10.1 ) ( 18.5 ) ( 10.2 ) 2.3

(Loss) income before income taxes ( 6.8 ) 1.0 5.2 54.0

Income tax expense 13.4 0.2 9.6 25.4

Net (loss) income $ ( 20.2 ) $ 0.8 $ ( 4.4 ) $ 28.6

(a) Conversion costs include direct labor, indirect labor, and overhead expenses.

(b) Other cost of goods sold consists of logistics and other charges.

(c) Delivery charges related to amounts to ship to distribution centers and end customers, and transfer costs between facilities.

(c) Delivery charges related to amounts shipped to distribution centers and end customers, and transfer costs between facilities.

(d) Marketing expenses include customer marketing through traditional media, digital and eCommerce, social media, sponsorships, and other costs such as agency costs, and market research.

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The Company did not receive any proceeds as a result of this exchange.

In August 2025, the remaining outstanding Warrants were fully exercised by their holders in a cashless exchange resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock.

EARNINGS PER SHARE

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The following table reconciles the numerators and denominators used in the computations of both basic and diluted income per share:

(in millions, except share data) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Net income attributable to common stockholders $ 10.5 $ 19.8 $ 18.0 $ 15.8

(in millions, except share data) Thirteen weeks ended September 28, 2025 Thirteen weeks ended September 29, 2024 Thirty-nine weeks ended September 28, 2025 Thirty-nine weeks ended September 29, 2024

Net (loss) income attributable to common stockholders $ ( 14.7 ) $ ( 2.2 ) $ 3.3 $ 13.6

Weighted average Class A Common Stock shares, basic 86,958,867 82,445,064 86,266,184 81,763,848

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Total dilutive weighted average shares 86,958,867 82,445,064 87,795,006 84,948,754

Basic income per share $ 0.12 $ 0.24 $ 0.21 $ 0.19

Diluted income per share $ 0.12 $ 0.23 $ 0.21 $ 0.19

Basic (loss) income per share $ ( 0.17 ) $ ( 0.03 ) $ 0.04 $ 0.17

Diluted (loss) income per share $ ( 0.17 ) $ ( 0.03 ) $ 0.04 $ 0.16

Weighted average Class V Common Stock not subject to earnings per share calculation 55,349,000 58,436,912 55,451,564 59,044,971

Net (loss) income attributable to noncontrolling interest $ ( 5.5 ) $ 3.0 $ ( 7.7 ) $ 15.0

The diluted earnings per share computation excludes the effect of certain Warrants and certain restricted stock units ("RSUs"), performance stock units ("PSUs") and stock options granted to directors and management that convert to Class A Common Stock upon vesting or being exercised, as their inclusion would have been anti-dilutive.

The diluted earnings per share computation excludes the effect of certain Warrants, which were fully exercised in a cashless exchange in August 2025, resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock, and certain restricted stock units ("RSUs"), performance stock units ("PSUs") and stock options granted to directors and management that convert to Class A Common Stock upon vesting or being exercised, as their inclusion would have been anti-dilutive.

Anti-dilutive securities excluded from diluted income per share calculation are as follows:

Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Thirteen weeks ended September 28, 2025 Thirteen weeks ended September 29, 2024 Thirty-nine weeks ended September 28, 2025 Thirty-nine weeks ended September 29, 2024

Warrants 405,578 2,210,365 — —

RSUs 626,373 619,363 113,567 —

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The PSUs and RSUs were not considered participating securities despite the holders of these stock-based compensation awards being entitled to participate in dividends declared on Class A Common Stock, if and when declared, on a one -to-one per-share basis, because the dividends are only payable upon full vesting of the awards, and as such, the dividend is forfeitable.

As of June 29, 2025 and December 29, 2024, the Noncontrolling Interest Holders held all 55,349,000 and 57,349,000 shares of Class V Common Stock issued and outstanding, respectively, and also held an equal number of units of UBH, which comprise the noncontrolling interest.

As of September 28, 2025 and December 29, 2024, the Noncontrolling Interest Holders held all 55,349,000 and 57,349,000 shares of Class V Common Stock issued and outstanding, respectively, and also held an equal number of units of UBH, which comprise the noncontrolling interest.

SUBSEQUENT EVENTS

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R.

1, referred to as the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA, which, among other regulatory updates, contains numerous federal tax provisions including modifications to the capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation.

The Company is currently evaluating the potential effects of the OBBBA on its consolidated financial statements.

The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements