What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 144 added, 113 removed, 209 unchanged (55% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and twenty-six weeks ended June 29, 2025, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 29, 2024.

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and thirty-nine weeks ended September 28, 2025, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 29, 2024.

This discussion contains forward-looking statements that involve risks and uncertainties.

8 unchanged sentences

Our iconic portfolio of authentic, craft and “better-for-you” ("BFY") brands includes Utz®, On The Border ® , Zapp’s®, Boulder Canyon®, Golden Flake®, Hawaiian® Brand and TORTIYAHS!®, among others, and enjoys strong household penetration in the United States, where our products can be found in approximately 50% of U.S.

households as of December 29, 2024.

As of June 29, 2025, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities.

households as of September 28, 2025.

As of September 28, 2025, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities.

As part of Utz's ongoing supply chain transformation, the Company made the strategic decision to consolidate its manufacturing footprint from eight primary manufacturing facilities to seven, with the planned closure of its Grand Rapids, Michigan manufacturing facility.

Our products are distributed nationally to grocery, mass merchant, club, convenience, drug and other retailers through direct shipments, distributors and approximately 2,400 direct-store delivery ("DSD") routes.

3 unchanged sentences

Our management team monitors a number of developments and trends that could impact our revenue and profitability objectives.

Growth Strategy - We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies") over the past eight consecutive quarters with retail volumes and retail sales being up by 9.0% and 10.1%, respectively, for the thirteen weeks ended June 29, 2025 versus the comparable prior year period.

Growth Strategy - We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies") over the past nine consecutive quarters with retail volumes and retail sales being up by 3.0% and 4.8%, respectively, for the thirteen weeks ended September 28, 2025 versus the comparable prior year period.

Our portfolio strategy is focused on accelerating investments in marketing and innovation to drive top-line growth and achieve share gains in the attractive salty snack category.

We plan to further penetrate the Expansion Geographies and untapped channels and customers by further expanding our Branded Salty Snacks, comprised of our Power Four Brands, consisting of our flagship Utz® brand, On the Border®, Zapp's®, and Boulder Canyon®, along with our other brands including Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, TGI Fridays®, and Vitner's®, in Expansion Geographies, as well as maintaining our share in our Core Geographies.

Our Core Geographies retail volumes and retail sales were up 0.4% and down 1.6%, respectively, for the thirteen weeks ended June 29, 2025 versus the comparable prior year period.

Our Core Geographies retail volumes and retail sales were up 1.1% and 1.7%, respectively, for the thirteen weeks ended September 28, 2025 versus the comparable prior year period.

Long-Term Demographics, Consumer Trends, and Demand – We participate in the $41 billion U.S.

salty snack category, within the broader approximately $147 billion market for U.S.

snack foods as of June 29, 2025, based on Circana data.

snack foods as of September 28, 2025, based on Circana data.

In the last few years snacking occasions have held relatively stable as consumers continue to seek out convenient, delicious snacks for both on-the-go and at-home lifestyles.

A 2025 study from Circana cites that 48.8% of consumers snack three or more times a day, up 2.7 points versus 2024.

While the category has seen recent softness due to the impact of pricing made throughout the industry, we believe the salty snacks category will continue to benefit from favorable dynamics including low private label penetration as well as category leaders competing primarily in marketing and innovation.

penetration as well as category leaders competing primarily in marketing and innovation.

We expect these consumer trends to continue to drive consistent retail sales for salty snacks in the long term.

For the thirteen weeks ended June 29, 2025, U.S.

For the thirteen weeks ended September 28, 2025, U.S.

retail sales for salty snacks based on Circana data decreased by 0.2% versus the comparable prior year period while Utz's retail sales increased 4.8%.

10 unchanged sentences

Additionally, we maintain ongoing efforts led by our transformation office, to expand our profitability, including implementing significant reductions to our operating cost structure in both supply chain and overhead costs.

Financing Costs and Exposure to Interest Rate Changes – As of June 29, 2025, we had $749.4 million in variable rate indebtedness, up from $690.1 million as of December 29, 2024.

Financing Costs and Exposure to Interest Rate Changes – As of September 28, 2025, we had $708.7 million in variable rate indebtedness, up from $690.1 million as of December 29, 2024.

As of December 29, 2024, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”).

As of June 29, 2025, we have existing interest rate swaps totaling $579.3 million of debt.

As of September 28, 2025, we have existing interest rate swaps totaling $578.4 million of debt.

Our interest rate hedge strategy has limited some of our exposure to changes in interest rates.

We regularly evaluate our variable and fixed-rate debt.

As of June 29, 2025, our interest rate swaps were carried as an asset on our balance sheet totaling $13.8 million.

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.

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.

As of September 28, 2025, our interest rate swaps were carried as an asset on our balance sheet totaling $0.2 million.

We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments and dividends.

Our weighted average interest rate for the twenty-six weeks ended June 29, 2025 was 4.8%, down from 5.8% during the twenty-six weeks ended June 30, 2024.

Our weighted average interest rate for the thirty-nine weeks ended September 28, 2025 was 4.9%, down from 5.7% during the thirty-nine weeks ended September 29, 2024.

On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $630.3 million outstanding term loans thereunder, reduce the interest rate from SOFR plus the applicable rate of 2.75% to SOFR plus the applicable rate of 2.50% and extend the maturity date from January 20, 2028 to January 29, 2032, as well as to make certain other changes.

4 unchanged sentences

The Company has experienced the effect of increased interest rates on the portion of its debt that is not hedged and a further increase in interest rates could negatively impact our net income.

One Big Beautiful Bill Act - On July 4, 2025, the United States Congress passed budget reconciliation bill H.R.

One Big Beautiful Bill Act - On July 4, 2025, the President of the United States signed into law 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 OBBBA, 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 considered the effects of the OBBBA on its consolidated financial statements, which resulted in a charge to deferred taxes and an increase to the valuation allowance.

A reduction to the TRA liability and a corresponding benefit was recorded due to favorable provisions of OBBBA on the taxable results of the Company and anticipated timing of future utilization of TRA eligible attributes.

Recent Developments and Significant Items Affecting Comparability

2 unchanged sentences

Under the agreement, affiliates of Our Home purchased the Good Health and R.W.

Garcia brands, and the Lincolnton, NC and Lititz, PA manufacturing facilities and certain related assets, and assumed the Company’s Las Vegas, NV facility lease and manufacturing operations (the "Good Health and R.W.

Garcia brands, and the Lincolnton, NC and Lititz, PA manufacturing facilities and certain related assets, and assumed the Company’s

Las Vegas, NV facility lease and manufacturing operations (the "Good Health and R.W.

Garcia Sale"), for $167.5 million, subject to customary adjustments.

5 unchanged sentences

Certain Good Health products continue to be distributed and sold on the Company's DSD network for Our Home, pursuant to a distribution agreement.

received approximately $18.7 million in advance from Our Home for certain services under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements.

The Company received approximately $18.7 million in advance from Our Home for certain services under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements.

As part of its ongoing supply chain transformation, the Company announced in July 2025 the strategic decision to consolidate its manufacturing footprint with the closure of its Grand Rapids, Michigan manufacturing facility.

This decision is a key component of the Company’s long-term strategic roadmap, is expected to generate cost savings and should enable the Company to allocate more volume to its larger, more efficient facilities, while driving fixed cost leverage and enhanced automation capabilities across its remaining network.

In addition to the expected cost savings, the Company expects the optimized footprint to support its ongoing geographic expansion.

In September 2025, the Company announced a multi-phase project aimed at upgrading facilities across its Hanover, PA campus.

The project includes upgrading the Company's headquarters and transforming it into a modern employee hub as well as other upgrades.

As part of this project, the Company intends to sell two buildings located in Hanover, PA.

Property, Plant and Equipment, Net.

As part of the California expansion strategy, in October 2025, the Company acquired Insignia International’s DSD distribution assets.

The transaction includes DSD routes across California and the Midwest, along with select related assets.

This acquisition accelerates Utz’s expansion in California, a key growth geography that represents the largest U.S.

market for salty snacks with $4.1 billion in retail sales.

Product Innovation

3 unchanged sentences

Innovation contributed to Boulder Canyon® increases with the launching of new flavors that capitalized on the hot & spicy trend and by entrance into the cheese snack subcategory.

Boulder Canyon® gained share for the twenty-six weeks ended June 29, 2025 versus the comparable prior year period with growth of 195.8% per Circana.

In the natural channel, Boulder Canyon growth was 47.8% for the thirteen weeks ended June 15, 2025, per Spins.

Within Delivering Craveable Flavor, recently, we addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories via our seasoned pretzels and new potato chip flavor offerings in both our Utz and Zapp’s brands.

Boulder Canyon® gained share for the thirty-nine weeks ended September 28, 2025 versus the comparable prior year period with growth of 199.0% per Circana.

In the natural channel, Boulder Canyon growth was 34.6% for the thirteen weeks ended September 7, 2025, per Spins.

Within Delivering Craveable Flavor, we recently addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories via our seasoned pretzels and new potato chip flavor offerings in both our Utz and Zapp’s brands.

Within Capturing Occasions, we recently introduced a portfolio of variety/multipacks across our Power Four Brands, consisting of our flagship Utz® brand, On The Border®, Zapp’s ®, and Boulder Canyon®, and our Targeted Brands, consisting of Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, and TGI Fridays®.

During the third quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic colors from our portfolio of products before the end of 2027.

While we do not currently anticipate a significant impact to our input costs in our efforts to meet this commitment, our net sales, market share, or results of operations could be adversely affected if we are unsuccessful in our efforts to continue to satisfy consumer preferences.

Supply and Commodity Trends

1 unchanged sentence

A number of external factors such as weather, which may be impacted in unanticipated ways due to climate change, commodity market conditions, inflationary conditions and the effects of governmental, agricultural or other programs, including tariffs or other trade policies, may affect the cost and availability of raw materials and agricultural materials used in our products.

Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we continue to expect that recent tariff volatility will have a minor impact on our business in 2025.

We address commodity costs primarily through the use of buying-forward, which locks in pricing for key materials between three and 18 months in advance.

Other methods include hedging, net pricing adjustments to cover longer term cost inflation, and manufacturing and overhead cost control.

Other methods include hedging, net pricing adjustments to cover longer

term cost inflation, and manufacturing and overhead cost control.

Our hedging techniques, such as forward contracts, limit the impact of fluctuations in the cost of our principal raw materials;

3 unchanged sentences

Although we have experienced some ingredient cost deflation since 2022, we continue to experience rising costs related to fuel and freight rates as well as rising labor costs both of which have negatively impacted profitability.

Transportation costs have been on the rise since early in 2021 and may continue to rise and adversely impact net income.

Transportation costs have been on the rise since early 2021 and may continue to rise and adversely impact net income.

The Company looks to offset rising costs through increasing manufacturing and distribution efficiencies as well as through price increases to our customers, although it is unclear whether historic customer sales levels will be maintained at these higher prices (See "Key Developments and Trends - Long-Term Demographics, Consumer Trends, and Demand" and "Key Developments and Trends - Competition").

10 unchanged sentences

Conversions also impact our Consolidated Balance Sheets, resulting in cash proceeds to us as a result of selling the route to an IO, or by creating notes receivable related to the sale of the routes.

While we expect to have a some routes under the ownership of the Company as we acquire and re-sell routes as part of our normal operations, as of June 29, 2025, substantially all of our DSD routes are managed by IOs.

While we expect to have some routes under the ownership of the Company as we acquire and re-sell routes as part of our normal operations, as of September 28, 2025, substantially all of our DSD routes are managed by IOs.

Results of Operations

The following tables present selected unaudited financial data for the thirteen weeks ended and twenty-six weeks ended June 29, 2025 and June 30, 2024.

(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

The following tables present selected unaudited financial data for the thirteen weeks ended and thirty-nine weeks ended September 28, 2025 and September 29, 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

7 unchanged sentences

Income from operations 3.3 19.5 15.4 51.7

Other (loss) income

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

Thirteen weeks ended June 29, 2025 versus Thirteen weeks ended June 30, 2024

Net sales were $366.7 million and $356.2 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.

Net sales for the thirteen weeks ended June 29, 2025 increased $10.5 million or 2.9% over the comparable period in 2024.

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

Thirteen weeks ended September 28, 2025 versus Thirteen weeks ended September 29, 2024

Net sales were $377.8 million and $365.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.

Net sales for the thirteen weeks ended September 28, 2025 increased $12.3 million or 3.4% over the comparable period in 2024.

The 3.4% increase in net sales was primarily driven by a 4.5% benefit from favorable volume/mix, which was offset by a 1.1% reduction from lower net price realization.

Bonus packs had no impact on net sales in the second quarter, as volume/mix gains were offset by the impact on net price.

IO discounts decreased to $47.0 million for the thirteen weeks ended June 29, 2025, down slightly from $47.7 million for the corresponding thirteen weeks ended June 30, 2024.

IO discounts were $45.7 million for the thirteen weeks ended September 28, 2025, down slightly from $46.7 million for the corresponding thirteen weeks ended September 29, 2024.

Sales are evaluated based on classification as Branded Salty Snacks or Non-Branded & Non-Salty Snacks, consisting of partner brands, private label, co-manufacturing for which Utz is the manufacturer, Utz branded non-salty snacks such as On The Border® Dips and Salsas and sales not attributable to specific brands.

For the thirteen weeks ended June 29, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 88% and 12% of our net sales, respectively.

For the thirteen weeks ended June 29, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.4% led by Boulder Canyon and Non-Branded & Non-Salty Snacks net sales decreased by 11.8% due to partner brands and dips and salsas.

For the thirteen weeks ended September 28, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively.

For the thirteen weeks ended September 28, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.8% led by Boulder Canyon, and Non-Branded & Non-Salty Snacks net sales decreased by 13.1% due to partner brands and dips and salsas.

Cost of goods sold and Gross profit

Gross profit was $126.8 million and $124.7 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.

Our gross profit margin was 34.6% for the thirteen weeks ended June 29, 2025 versus 35.0% for the thirteen weeks ended June 30, 2024.

The increase in gross profit was due to productivity savings;

however, gross profit margin slightly decreased due to increased investments to support capacity expansion and growth.

Additionally, IO discounts decreased to $47.0 million for the thirteen weeks ended June 29, 2025, down slightly from $47.7 million for the thirteen weeks ended June 30, 2024.

Gross profit was $126.9 million and $131.0 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.

Our gross profit margin was 33.6% for the thirteen weeks ended September 28, 2025 versus 35.8% for the thirteen weeks ended September 29, 2024.

The decrease in gross profit was due to increased investments to support capacity expansion and growth.

Additionally, IO discounts were $45.7 million for the thirteen weeks ended September 28, 2025, down slightly from $46.7 million for the thirteen weeks ended September 29, 2024.

Selling, distribution, and administrative expense

Selling, distribution, and administrative expenses were $119.5 million and $104.6 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, resulting in an increase of $14.9 million or 14.2% for the thirteen weeks ended June 29, 2025 versus the comparable prior year period.

The increase was primarily due to higher people, selling, and delivery costs to support our growth.

(Loss) gain on sale of assets

(Loss) Gain on sale of assets was $(0.9) million and $2.4 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.

Other income, net

Other income, net was $0.5 million and $1.6 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.

Interest expense increased $1.2 million, other loss increased by $0.8 million and the gain on remeasurement of the warrant liability decreased by $0.4 million.

In addition, the thirteen weeks ended June 30, 2024 included a loss on debt extinguishment of $1.3 million.

Income tax benefit was $3.2 million and $1.3 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.

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

Net sales were $718.8 million and $702.7 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

Net sales for the twenty-six weeks ended June 29, 2025 increased $16.1 million or 2.3% over the comparable period in 2024.

Selling, distribution, and administrative expenses were $123.1 million and $110.0 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, resulting in an increase of $13.1 million, or 11.9%, for the thirteen weeks ended September 28, 2025 versus the comparable prior year period.

The increase was primarily due to higher people, selling, and delivery costs to support our growth and geographic expansion..

Loss on sale of assets

Loss on sale of assets was $0.5 million and $1.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.

Other loss, net

Other loss, net was $10.1 million and $18.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.

Interest expense decreased $2.0 million, other income increased by $0.7 million and the loss on remeasurement of the warrant liability decreased by $5.7 million.

Income tax expense was $13.4 million and $0.2 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.

The income tax expense recognized for the thirteen weeks ended September 28, 2025 was primarily driven by an increased valuation allowance recorded against certain DTAs for which it is more likely than not they will not be realized.

Income Taxes.

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

Net sales were $1,096.6 million and $1,068.2 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

Net sales for the thirty-nine weeks ended September 28, 2025 increased $28.4 million, or 2.7%, over the comparable period in 2024.

The 2.7% increase in net sales was primarily driven by a 4.8% benefit from favorable volume/mix, which was offset by a 1.7% reduction from lower net price realization and 0.4% attributable to the Good Health and R.W.

Bonus packs had no impact on net sales in the second quarter, as volume/mix gains were offset by the impact on net price.

IO discounts decreased to $91.7 million for the twenty-six weeks ended June 29, 2025, down slightly from $92.1 million for the corresponding twenty-six weeks ended June 30, 2024.

For the twenty-six weeks ended June 29, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 87% and 13% of our net sales, respectively.

For the twenty-six weeks ended June 29, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.2% led by Boulder Canyon and Non-Branded & Non-Salty Snacks net sales decreased by 9.9% due to partner brands and dips and salsas.

IO discounts were $137.4 million for the thirty-nine weeks ended September 28, 2025, down slightly from $138.8 million for the corresponding thirty-nine weeks ended September 29, 2024.

For the thirty-nine weeks ended September 28, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 88% and 12% of our net sales, respectively.

For the thirty-nine weeks ended September 28, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.4% led by Boulder Canyon, and Non-Branded & Non-Salty Snacks net sales decreased by 13.8% due to partner brands and dips and salsas.

Cost of goods sold and Gross profit

Gross profit was $245.0 million and $244.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

Our gross profit margin was 34.1% for the twenty-six weeks ended June 29, 2025 versus 34.8% for the twenty-six weeks ended June 30, 2024.

The slight increase in gross profit was due to productivity savings;

however, gross profit margin slightly decreased due to increased investments to support capacity expansion and growth.

Additionally, IO discounts decreased to $91.7 million for the twenty-six weeks ended June 29, 2025, down slightly from $92.1 million for the twenty-six weeks ended June 30, 2024.

Gross profit was $371.9 million and $375.3 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

Our gross profit margin was 33.9% for the thirty-nine weeks ended September 28, 2025 versus 35.1% for the thirty-nine weeks ended September 29, 2024.

The decrease in gross profit was due to increased investments to support capacity expansion and growth.

Additionally, IO discounts were $137.4 million for the thirty-nine weeks ended September 28, 2025, down slightly from $138.8 million for the thirty-nine weeks ended September 29, 2024.

Selling, distribution, and administrative expense

Selling, distribution, and administrative expenses were $232.7 million and $214.0 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively, resulting in a decrease of $18.7 million or 8.7% for the twenty-six weeks ended June 29, 2025 over the corresponding period in fiscal year 2024.

The increase in selling, distribution, and administrative expense is primarily due to higher people, selling, and delivery costs to support growth.

Selling, distribution, and administrative expenses were $355.8 million and $324.0 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively, resulting in an increase of $31.8 million or 9.8% for the thirty-nine weeks ended September 28, 2025 over the corresponding period in fiscal year 2024.

The increase in selling, distribution, and administrative expense is primarily due to higher people, selling, and delivery costs to support our growth and geographic expansion.

(Loss) gain on sale of assets

(Loss) gain on sale of assets was $(0.2) million and $1.9 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

(Loss) gain on sale of assets was $(0.7) million and $0.4 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

Other (expense) income, net

Other (expense) income, net was $(0.1) million and $20.8 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

The change from other income, net, for the twenty-six weeks ended June 30, 2024 compared to other expense, net, for the twenty-six weeks ended June 29, 2025 was primarily due to the gain on sale of business of $44.0 relating to the Good Health and R.W.

Other (expense) income, net was $(10.2) million and $2.3 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

The change from other income, net, for the thirty-nine weeks ended September 29, 2024 compared to other expense, net, for the thirty-nine weeks ended September 28, 2025 was primarily due to the gain on sale of business of $44.0 million relating to the Good Health and R.W.

Garcia Sale which occurred on February 5, 2024.

Divestitures, for further discussion.

This was partially off set by a decrease in interest expense of $1.1 million and an increase in the gain on the remeasurement of the warrant liability of $22.4 million twenty-six weeks ended June 29, 2025.

This was partially offset by a decrease in interest expense of $3.1 million and an increase in the gain on the remeasurement of the warrant liability of $28.1 million for the thirty-nine weeks ended September 28, 2025.

Term Debt, Revolving Credit Facility, and Other Notes Payable, for further discussion.

Income tax (benefit) expense was $(3.8) million and $25.2 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

The change from income tax expense to income tax benefit for the twenty-six weeks ended June 29, 2025 is primarily attributable to the Good Health and R.W.

Garcia Sale, which occurred on February 5, 2024.

Divestitures, for further discussion.

Income tax expense was $9.6 million and $25.4 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

The income tax expense recognized for the thirty-nine weeks ended September 28, 2025 was primarily driven by an increased valuation allowance recorded against certain DTAs for which it is more likely than not they will not be realized, and the income tax expense recognized for the thirty-nine weeks ended September 29, 2024 was primarily driven by the Good Health and R.W.

Garcia Sale, which took place on February 5, 2024.

Income Taxes and Note 2.

Divestitures.

Non-GAAP Financial Measures

23 unchanged sentences

We also report Adjusted EBITDA as a percentage of net sales as an additional measure for investors to evaluate our Adjusted EBITDA margins on net sales.

The following table provides a reconciliation from net income to EBITDA and Adjusted EBITDA, including as a percentage of net sales, for the thirteen weeks ended and twenty-six weeks ended June 29, 2025 and June 30, 2024:

(dollars 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

The following table provides a reconciliation from net income to EBITDA and Adjusted EBITDA, including as a percentage of net sales, for the thirteen weeks ended and thirty-nine weeks ended September 28, 2025 and September 29, 2024:

(dollars 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 (loss) income

$ (20.2) $ 0.8 $ (4.4) $ 28.6

Non-GAAP adjustments:

Income Tax (Benefit) Expense

Income Tax Expense

13.4 0.2 9.6 25.4

12 unchanged sentences

0.3 — 1.1 0.3

Gain on Remeasurement of Warrant Liability (6)

Loss (gain) on Remeasurement of Warrant Liability (6)

0.7 6.4 (22.8) 5.3

Adjusted EBITDA $ 60.3 $ 54.0 $ 154.1 $ 147.1

Net income as a % of Net Sales 2.8 % 7.1 % 2.2 % 4.0 %

Net (loss) income as a % of Net Sales (5.3) % 0.2 % (0.4) % 2.7 %

Adjusted EBITDA as a % of Net Sales 16.0 % 14.8 % 14.1 % 13.8 %

2 unchanged sentences

(2) Certain Non-Cash Adjustments are comprised primarily of the following:

Incentive programs – The Company incurred $2.7 million and $4.5 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the Omnibus Equity Incentive Plan (the "OEIP") for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.

The Company incurred $6.2 million and $8.4 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the OEIP for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

Loss on impairment - The Company recorded an impairment charge of $0.6 million during the thirteen weeks ended June 29, 2025.

Incentive programs – The Company incurred $4.6 million and $4.7 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the Omnibus Equity Incentive Plan (the "OEIP") for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.

The Company incurred $10.8 million and $13.1 million of share-based compensation expense for awards to employees and directors, and compensation expense associated with the OEIP for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

Loss on impairment – The Company recorded an impairment charge of $0.6 million during the thirty-nine weeks ended September 28, 2025.

Purchase commitments and other adjustments – We have purchase commitments for specific quantities at fixed prices for certain of our products’ key ingredients.

To facilitate comparisons of our underlying operating results, this adjustment was made to remove the volatility of purchase commitment related unrealized gains and losses.

The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $2.1 million and $0.4 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively.

The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $4.3 million and $0.5 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

(3) Acquisitions, Divestitures and Investments – This is comprised of consulting, transaction services, and legal fees incurred for acquisitions and certain potential acquisitions, in addition to expenses associated with integrating recent acquisitions.

Such expenses were $8.6 million and $1.1 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively;

and $16.0 million and $6.7 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

Also included in the thirteen weeks ended June 29, 2025 was expense of $1.0 million related to the change in the liability association with the the Tax Receivable Agreement.

Also, included in the twenty-six weeks ended June 30, 2024 was a gain of $44.0 million related to the Good Health and R.W.

(4) Business Transformation Initiatives – This adjustment is related to consultancy, professional and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations.

The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $2.7 million and $1.5 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively.

The adjustment related to purchase commitments and other adjustments, including cloud computing amortization, was expense of $7.0 million and $2.0 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

(3) Acquisitions, Divestitures and Investments – This is comprised of start-up costs, consulting, transaction services, and legal fees incurred for acquisitions and certain potential acquisitions, in addition to expenses associated with integrating recent acquisitions and costs related to divestitures.

These acquisitions and divestitures include assets related to our supply chain consolidation and transformation.

Such expenses were $10.0 million and $2.8 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively;

and $26.0 million and $9.5 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

Also included in the thirteen weeks ended and thirty-nine weeks ended September 28, 2025 was income of $1.9 million and $0.9 million, respectively, related to the change in the liability associated with the Tax Receivable Agreement.

Also, included in the thirty-nine weeks ended September 29, 2024 was a gain of $44.0 million related to the Good Health and R.W.

(4) Business Transformation Initiatives – This adjustment is related to start-up costs, consulting, professional and legal fees incurred for specific initiatives and structural changes to the business that do not reflect the cost of normal business operations.

This adjustment also includes initiatives and structural changes related to our supply chain transformation.

In addition, gains and losses realized from the sale of distribution rights to IOs and the subsequent disposal of trucks, severance costs associated with the elimination of RSP positions, and enterprise resource planning system transition costs fall into this category.

The Company incurred such costs of $7.1 million and $4.5 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively;

and $14.5 million and $10.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

The Company incurred such costs of $20.1 million and $8.1 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively;

and $34.6 million and $18.4 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively.

(5) Financing-Related Costs – These costs include adjustments for various items related to raising debt and equity capital or debt extinguishment costs.

(6) Gains on Remeasurement of Warrant Liability - These liabilities are not expected to be settled in cash, and when exercised would result in a cash inflow to the Company with the warrants converting to Class A Common Stock with the liability being extinguished and the fair value of the warrants at the time of exercise being recorded as an increase to equity.

(6) Gains on Remeasurement of Warrant Liability – 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.

At the time of exercise the corresponding liability was extinguished, and the fair value of Warrants was recorded as an increase to equity.

Liquidity and Capital Resources

3 unchanged sentences

From time-to-time, we may dispose of assets or enter into other cash generating transactions, such as through a sale-leaseback, when we deem beneficial.

To date, we have been successful in generating cash and raising financing as needed.

To date, we have been successful in

generating cash and raising financing as needed.

However, if a serious economic or credit market crisis ensues or another adverse development arises, it could have a material adverse effect on our liquidity, results of operations and financial condition.

5 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.

As of June 29, 2025 and December 29, 2024, $60.7 million and $0.2 million, respectively, was outstanding under the asset based lending ("ABL") facility.

On September 11, 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.

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.

As of September 28, 2025 and December 29, 2024, $20.7 million and $0.2 million, respectively, was outstanding under the asset based lending ("ABL") facility.

Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed.

As of June 29, 2025 and December 29, 2024, $116.3 million and $158.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit.

Standby letters of credit in the amount of $10.3 million have been issued as o f both of June 29, 2025 and December 29, 2024.

As of September 28, 2025 and December 29, 2024, $140.0 million and $158.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit.

Standby letters of credit in the amount of $10.3 million have been issued as o f both of September 28, 2025 and December 29, 2024.

The standby letters of credit are primarily issued for insurance purposes.

2 unchanged sentences

Cash Requirements

Our expected future payments at June 29, 2025 primarily consisted of:

Our expected future payments at September 28, 2025 primarily consisted of:

• Short-term cash requirements related primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, stockholder returns (such as dividend payments), property, plant and equipment and any significant non-operating items;

16 unchanged sentences

Contingencies .

The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the twenty-six weeks ended June 29, 2025 and June 30, 2024.

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

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

The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the thirty-nine weeks ended September 28, 2025 and September 29, 2024.

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

Net cash provided by operating activities $ 47.3 $ 52.0

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

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

Net cash used in operating activities for the twenty-six weeks ended June 29, 2025 was $3.9 million compared to $0.2 million for the twenty-six weeks ended June 30, 2024, with the difference largely driven by timing related to increases in accounts receivable, net of $31.8 million, increases in inventories of $20.2 million;

partially offset by increases in accounts payable and accrued expenses and other of $46.6 million.

Cash used in investing activities for the twenty-six weeks ended June 29, 2025 was $71.3 million, primarily driven by purchases of property and equipment.

This compares to the cash provided by investing activity of $141.0 million for the twenty-six weeks ended June 30, 2024 primarily driven by proceeds from the Good Health and R.W.

Net cash provided by operating activities for the thirty-nine weeks ended September 28, 2025 was $47.3 million compared to $52.0 million for the thirty-nine weeks ended September 29, 2024, with the decrease largely driven by a decrease in cash net income of $10.4 million, timing of accounts receivable, net and accounts payable of $7.1 million, accounts payable and accrued expenses and other of $6.7 million, and increases in inventories of $6.7 million offset by decreases in prepaid expenses and other assets of $26.2 million which includes cash received of $12.1 million related to the termination of the previously existing swap agreement associated with the Term Loan B.

Derivative Financial Instruments, Purchase Commitments, Warrants and Fair Value.

Cash used in investing activities for the thirty-nine weeks ended September 28, 2025 was $95.2 million, primarily driven by purchases of property and equipment.

This compares to the cash provided by investing activity of $116.1 million for the thirty-nine weeks ended September 29, 2024, primarily driven by proceeds from the Good Health and R.W.

Garcia Sale of $167.5 million, and from sale of property and equipment primarily related to the Berlin, PA and Fitchburg, MA manufacturing facilities, see Note 2.

Divestitures.

This was partially offset by purchases of property and equipment as well as a purchase of intangibles related to an indefinite life intangible right for the use of a third-party brand name in the twenty-six weeks ended June 30, 2024.

Net cash provided by financing activities was $73.7 million for the twenty-six weeks ended June 29, 2025, primarily driven by net borrowings on line of credit, term debt and notes payable of $111.3 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock awards tax withholdings and debt issuance costs.

This compares to net cash used in financing activities of $126.2 million for the twenty-six weeks ended June 30, 2024, which was primarily related to the pay down of debt utilizing the proceeds from the Good Health and R.W.

Divestitures and proceeds from sale of routes to IOs .

This was partially offset by purchases of property and equipment, purchase of IO notes and purchase of intangibles related to an indefinite life intangible right for the use of a third-party brand name in the thirty-nine weeks ended September 29, 2024.

Net cash provided by financing activities was $49.5 million for the thirty-nine weeks ended September 28, 2025, primarily driven by net borrowings on line of credit, term debt and notes payable of $82.2 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock award tax withholdings and debt issuance costs.

This compares to net cash used in financing activities of $155.2 million for the thirty-nine weeks ended September 29, 2024, which was primarily related to the pay down of debt utilizing the proceeds from the Good Health and R.W.

Garcia Sale, partially offset by borrowings on line of credit as well as payment of dividends and distributions to noncontrolling interests.

Debt Covenants

3 unchanged sentences

The credit agreements contain certain affirmative and negative covenants relating to the operations and financial condition of UBH and its subsidiaries.

UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of June 29, 2025.

UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of September 28, 2025.

New Accounting Pronouncements

4 unchanged sentences

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 2. Management’s Discussion and Analysis