What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-20 · 168 added, 122 removed, 274 unchanged (51% of the section changed)

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Our fiscal year end is the Sunday closest to December 31.

Our fiscal year 2022 ended January 1, 2023 and was a fifty-two-week fiscal year, our fiscal year 2023 ended December 31, 2023 and was a fifty-two-week fiscal year and our fiscal year 2024 ended December 29, 2024 and was a fifty-two-week fiscal year.

Our fiscal year 2023 ended December 31, 2023 and was a fifty-two-week fiscal year, our fiscal year 2024 ended December 29, 2024 and was a fifty-two-week fiscal year and our fiscal year 2025 ended December 28, 2025 and was a fifty-two-week fiscal year.

Our fiscal quarters are comprised of thirteen weeks each, except for fifty-three-week fiscal periods for which the fourth quarter is comprised of fourteen weeks, and end on the thirteenth Sunday of each quarter (fourteenth Sunday of the fourth quarter, when applicable).

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We are a leading United States manufacturer of branded salty snacks, producing a broad offering of salty snacks, including potato chips, tortilla chips, pretzels, cheese snacks, pork skins, pub/party mixes and other snacks.

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 49% of U.S.

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 Miguelito's!®, 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 28, 2025.

As of December 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 2,500 direct-store delivery ("DSD") routes.

We have historically expanded our geographic reach and product portfolio organically and through acquisitions.

Based on 2024 retail sales, we are the second-largest producer of branded salty snacks in our collective core geographies where we have acquired strong regional brands and distribution capabilities in recent years.

Based on 2025 retail sales, we are the second-largest producer of branded salty snacks in our collective core geographies of Alabama, Connecticut, Delaware, Louisiana, Maine, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia, Washington, and West Virginia (our “Core Geographies”), where we have acquired strong regional brands and distribution capabilities in recent years.

Key Developments and Trends

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 Expansion geographies over the past six consecutive quarters with retail sales and retail volumes being up by 0.9% and 0.4%, respectively, for the fiscal year ended December 29, 2024.

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 ten consecutive quarters with retail volumes and retail sales being up by 6.7% and 7.8%, respectively, for the fiscal year ended December 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 our Expansion Geographies and untapped channels and customers by further expanding our Branded Salty Snacks in Expansion Geographies, as well as maintaining our share in our Core Geographies.

Our Core Geographies retail sales and retail volumes were down 1.6% and up 0.6%, respectively, for the fiscal year ended December 29, 2024.

Long-Term Demographics, Consumer Trends, and Demand – We participate in the attractive and growing $39 billion U.S.

salty snacks category, within the broader approximately $130 billion market for U.S.

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®, Miguelito's!®, 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 0.6% and down 0.7%, respectively, for the fiscal year ended December 28, 2025 versus the comparable prior year period.

Long-Term Demographics, Consumer Trends, and Demand – We participate in the $42 billion U.S.

salty snack category, within the broader approximately $148 billion market for U.S.

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

The salty snacks category has grown retail sales at an approximate 7.8% compound annual growth rate ("CAGR") during 2020 through 2024 with a major spike in 2020 driven by consumption following the outbreak of the novel coronavirus ("COVID-19") and again from 2022 through 2023 driven by inflation, per Circana.

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 2024 study from Circana cites that 46% of consumers snack three or more times a day, down three points compared to a year ago but with no change versus five years ago.

Additionally, the salty snacks category has historically benefited from favorable competitive dynamics, including low private label penetration and category leaders competing primarily through marketing and innovation.

We expect these consumer trends to continue to drive consistent retail sales for salty snacks for the foreseeable future.

For the year ended December 29, 2024, U.S.

retail sales for salty snacks based on Circana data increased by 0.7% versus the comparable prior year period while our retail sales increased 1.6%.

The two year CAGR during 2023 and 2024 was 4.5% for U.S.

retail sales of salty snacks, during which time our retail sales increased by 3.6%.

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.

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

For the fiscal year ended December 28, 2025 , U.S.

retail sales for salty snacks based on Circana data decreased by 0.5% versus the comparable prior year period while Utz's retail sales increased 2.9%.

Competition – The salty snack industry is highly competitive and includes many diverse participants.

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We believe we compete effectively with respect to each of these factors.

Additionally, during 2024, certain competitors began to take certain discrete pricing actions in specific channels, resulting in an environment that has become far more promotional.

We also source nearly all of our inputs domestically within the United States, and therefore, we may be less impacted by international pricing volatility and tariffs as compared to other multi-national salty snack food companies.

Additionally, beginning in 2024, certain competitors began to take certain discrete pricing actions in specific channels, resulting in an environment that has become far more promotional.

Such promotions have impacted our sales and, in response, we have increased our promotional activities.

We expect these pricing and promotional activity dynamics to continue in the near-term.

Within the potato chips subcategory, our share performance was impacted by the softness in our Utz brand due to competitive activity, along with softness in our Zapp’s® and Golden Flake® business.

Importantly, Boulder Canyon® gained share led by strong same store velocities in both traditional channels and in the natural channel, with growth of 34.9% and 32.7%, respectively, per Circana.

Operating Costs – Our operating costs include raw materials, labor, manufacturing overhead, selling, distribution, and administrative expenses.

Operating Costs – Our operating costs include raw materials, labor, manufacturing overhead and selling, general and administrative expenses.

We manage these expenses through annual cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax optimization.

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.

Additionally, we maintain ongoing efforts led 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 December 28, 2025, we had $687.5 million in variable rate indebtedness, down from $690.1 million as of December 29, 2024.

The decrease in variable rate debt is primarily due to a $141.0 million payment made in connection with the Good Health and R.W.

Garcia Sale (as defined below) and the Manufacturing Facilities Sale (as defined below), each as described in Note 2.

Divestitures and Note 4.

Property, Plant and Equipment, Net to our Audited Financial Statements, toward the outstanding balance of the Term Loan B (as defined below) and a $17.7 million payment toward the outstanding balance of the loan by City National Bank, which is secured by a majority of the real estate assets of our subsidiaries through September 2032 (the “Real Estate Term Loan”).

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

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We regularly evaluate our variable and fixed-rate debt.

In September 2025, the Company terminated the previously existing swap agreement associated with the Term Loan B (as defined below), 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 December 28, 2025, our interest rate swaps were carried as a net liability on our balance sheet totaling $0.5 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 fiscal year ended December 28, 2025 was 5.6%, down from 5.9% during the fiscal year ended December 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 loan, 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 make certain other changes.

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.

We have used interest rate swaps to help manage some of our exposure to interest rate changes, which can drive cash flow variability related to our debt.

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Long-Term Debt and Note 11.

Derivative Financial Instruments and Purchase Commitments to our Audited Financial Statements for additional information on debt, derivative and purchase commitment activity.

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

Derivative Financial Instruments and Purchase Commitments to our Audited Financial Statements for additional information on debt and derivative activity.

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 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, 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

Acquisitions and Dispositions

During fiscal year 2022, the Company focused on increasing manufacturing and streamlining distribution.

In April 2022, the Company purchased a brand new, recently completed snack food manufacturing facility in Kings Mountain, North Carolina from Evans Food Group Ltd.

d/b/a Benestar Brands and related affiliates.

The Company paid the full cash purchase price of $38.4 million at the closing and concurrently with the facility purchase, the Company sold 2.1 million shares of the Company’s Class A Common Stock for $28.0 million, to affiliates of Benestar in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933.

During fiscal years 2024, 2023 and 2022, the Company bought out and terminated the contracts of multiple distributors who had previously been providing services to the Company.

These transactions were accounted for as asset purchases and contract terminations, respectively, and resulted in expense of $2.1 million, $1.5 million and $23.0 million for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

On February 5, 2024, the Company sold certain assets and brands to affiliates of Our Home™, an operating company of Better-for-You brands (“Our Home”).

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

Garcia brands, 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.

Divestitures to our Audited Financial Statements.

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

The total consideration for the transactions was $18.5 million, subject to customary adjustments.

The Company and Our Home are operating under transition services agreements related to each of the Good Health and R.W.

Garcia Sale and the Manufacturing Facilities Sale, which are scheduled to expire during the first half of 2025.

In addition, the parties will operate under reciprocal co-manufacturing agreements pursuant to which Our Home will co-manufacture certain of the Company's products and the Company will co-manufacture certain Good Health products.

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

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

Divestitures to our Audited Consolidated Financial Statements.

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

The Company and Our Home were operating under transition services agreements related to each of the Good Health and R.W.

Garcia Sale and the Manufacturing Facilities Sale, which expired during the first half of 2025.

For the greater part of fiscal year 2025, the parties operated under reciprocal co-manufacturing agreements.

Although Our Home remains involved in the manufacturing of certain products of the Company, the Company no longer manufactures products for Good Health.

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

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 will support its ongoing geographic expansion.

In December 2025, the Company sold its Grand Rapids, MI manufacturing facility;

however the Company has subsequently executed a lease agreement with the acquirer and presently maintains ongoing operations at the facility.

Property, Plant and Equipment, Net .

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 three 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 $4.2 billion in retail sales based on Circana data.

During the fiscal year ended December 29, 2024, the Company bought out and terminated the contracts of multiple third-party distributors who had previously been providing services to the Company.

These transactions, which were accounted for as contract terminations and asset purchases, resulted in expense of $2.1 million for the fiscal year ended December 29, 2024 and are included within selling on the Consolidated Statements of Operations and Comprehensive Income (Loss) for such periods.

Product Innovation

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Expanding Positive Choices, Delivering Craveable Flavor, and Capturing Occasions.

Within Expanding Positive Choices, 2024’s focus was on the Boulder Canyon, a brand offering solutions for consumers seeking great tasting BFY snacks via BFY oils such as avocado oil and olive oil.

Innovation contributed to the brand’s 32.7% growth in the natural channel in 2024 with the launching of new flavors that capitalized on the hot & spicy trend and by entrance into the cheese snack subcategory.

Within Delivering Craveable Flavor, in 2024, 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.

Within Capturing Occasions, in 2024, we introduced a portfolio of variety/multipacks across our Power Four Brands and our Targeted Brands.

Within Expanding Positive Choices, recent focus has been on Boulder Canyon, a brand offering solutions for consumers seeking great tasting BFY snacks via BFY oils such as avocado oil and olive oil.

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 fiscal year ended December 28, 2025 versus the comparable prior year period with growth of 180.5% per Circana.

In the natural channel, Boulder Canyon growth was 36.9% for the fiscal year ended December 28, 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®, Miguelito's®, 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

We regularly monitor worldwide supply and commodity costs so that we can cost-effectively secure ingredients, packaging and fuel required for production.

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, may affect the cost and availability of raw materials and agricultural materials used in our products.

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 modest and manageable impact on our business in 2026.

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.

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however, we may not be able to fully hedge against commodity cost changes, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs.

We experienced an increase in pricing in certain commodity trends that continued to rise throughout fiscal year 2022 and have since stabilized during fiscal years 2023 and 2024.

Commodity cost increases in commodity trends may adversely impact our net income.

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

Transportation costs have been on the rise since early in 2021 and may continue to rise which may also 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" ).

Commodity cost increases may adversely impact our net income.

Although we have experienced some ingredient cost deflation, 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 and may continue to rise and adversely impact net income.

Due to competitive market conditions, planned trade or promotional incentives, or other factors, our pricing actions may also lag supply and commodity cost changes.

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Market factors, including supply and demand may result in higher costs of sourcing those materials.

Independent Operator Conversions

Our DSD distribution is executed via Company-owned routes operated by RSP, and third-party routes managed by IOs.

We have used the IO and RSP models for more than a decade.

In fiscal year 2017, we embarked on a multi-year strategy to convert all company-owned RSP routes to the IO model.

As of December 29, 2024, substantially all of our DSD routes are managed by IOs.

The conversion process involves selling distribution rights to a defined route to an IO.

As we convert routes, there is a decrease in the selling, distribution and administrative costs that we previously incurred on RSPs and a corresponding increase in discounts paid to IOs to cover their costs to distribute our product.

The net impact is a reduction in selling expenses and a decrease in net sales and gross profit.

Conversions also impact our consolidated balance sheet, 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 small number of routes under the ownership of the Company as we acquire and re-sell routes as part of our normal operations, as of December 29, 2024, substantially all of our DSD routes are managed by IOs.

Results of Operations

The following tables present selected financial data for the fiscal year ended December 29, 2024 and fiscal year ended December 31, 2023.

We have prepared our discussion of the results of operations by comparing the results for the fiscal year ended December 29, 2024 to the results of operations for the fiscal year ended December 31, 2023.

Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 , for discussion of the results of operations for the fiscal year ended December 31, 2023, compared to the fiscal year ended January 1, 2023, which is incorporated by reference herein.

The following tables present selected financial data for the fiscal year ended December 28, 2025, fiscal year ended December 29, 2024, and fiscal year ended December 31, 2023.

We have prepared our discussion of the results of operations by comparing the results for the fiscal year ended December 28, 2025 to the results of operations for the fiscal year ended December 29, 2024 and by comparing the results for fiscal year ended December 29, 2024 to the results of operations for the fiscal year ended December 31, 2023.

(in millions)

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023

For the Fiscal Year Ended December 28, 2025 For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023

Net sales $ 1,438.8 $ 1,409.2 $ 1,438.2

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Gross profit 358.3 369.1 350.8

Selling, distribution and administrative expenses

Selling and distribution 306,151 273,923

Administrative 129,642 159,196

Total selling, distribution, and administrative expenses 435,793 433,119

(Loss) gain on sale of assets, net (78) (7,350)

Selling general and administrative expenses

203.7 180.6 168.2

General and Administrative

144.3 129.5 159.2

Total selling, general and administrative expenses

348.0 310.1 327.4

Gain (loss) on sale of assets, net

9.2 (0.1) (7.4)

Income from operations 19.5 58.9 16.0

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Loss on debt extinguishment

(0.5) (1.3) —

Other income 0.7 2.5 3.2

Gain on remeasurement of warrant liability 22.8 10.2 2.2

Other expense, net

Other (expense) income, net

(20.1) 10.5 (55.2)

Income (loss) before income taxes

(Loss) income before income taxes

(0.6) 69.4 (39.2)

Income tax expense

Net income (loss)

Net (loss) income

(7.7) 30.7 (40.0)

Net (income) loss attributable to noncontrolling interest

Net loss (income) attributable to noncontrolling interest

8.5 (14.8) 15.1

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Net sales were $1,438.8 million for the fiscal year ended December 28, 2025 and $1,409.2 million for the fiscal year ended December 29, 2024.

Net sales for the fiscal year ended December 28, 2025 increased $29.6 million or 2.1% from fiscal year 2024.

The 2.1% increase in net sales was primarily driven by a 3.7% benefit from favorable volume/mix, which was offset by a 1.3% reduction from lower net price realization and a reduction of 0.3% attributable to the Good Health and R.W.

IO discounts decreased from $183.6 million for the fiscal year ended December 29, 2024 to $179.4 million for the fiscal year ended December 28, 2025.

For the fiscal year ended December 28, 2025, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 88% and 12% of our net sales, respectively.

For the fiscal year ended December 28, 2025 versus the comparable prior year period, Branded Salty Snacks net sales increased by 4.7% led by the Company's Power Four Brands consisting of Utz® brand, On The Border®, Zapp’s ®, and Boulder Canyon®, and Non-Branded & Non-Salty Snacks net sales decreased by 14.0% primarily due to a decline in partner brands and dips and salsas.

Cost of goods sold and Gross profit

Gross profit was $358.3 million for the fiscal year ended December 28, 2025 and $369.1 million for the fiscal year ended December 29, 2024.

Our gross profit margin was 24.9% for the fiscal year ended December 28, 2025 versus 26.2% for the fiscal year ended December 29, 2024.

The decrease in gross profit was primarily due to increased investments to support capacity expansion and supply chain chain cost inflation;

partially offset by productivity savings.

Additionally, IO discounts decreased to $179.4 million for the fiscal year ended December 28, 2025, from $183.6 million for the fiscal year ended December 29, 2024.

Selling, general and administrative expenses

Selling, general and administrative expenses were $348.0 million for the fiscal year ended December 28, 2025 and $310.1 million for the fiscal year ended December 29, 2024, an increase of $37.9 million or 12.2%.

The increase in selling, general and administrative expense is primarily due to adding capabilities and selling costs to support the Company’s geographic expansion and growth initiatives.

Gain (Loss) on sale of assets

Gain on sale of assets was $9.2 million for the fiscal year ended December 28, 2025 and a loss of $0.1 million for the fiscal year ended December 29, 2024.

The gain recognized for the fiscal year ended December 28, 2025, related to land sold in Goodyear, AZ and the sale of the Grand Rapids, MI manufacturing facility.

See note Note 5.

Property, Plant and Equipment, Net.

Other (expense) income, net

Other (expense) income, net was $(20.1) million for the fiscal year ended December 28, 2025 and $10.5 million for the fiscal year ended December 29, 2024.

The increase in other expense of $30.6 million for the fiscal year ended December 28, 2025 compared to the fiscal year ended December 29, 2024 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 offset by an increase in the gain on the remeasurement of the warrant liability of $12.6 million for the fiscal year ended December 28, 2025.

Long-Term Debt , for further discussion.

Income taxes expense was $7.1 million for the fiscal year ended December 28, 2025 and $38.7 million for the fiscal year ended December 29, 2024.

The income tax expense recognized for the fiscal year ended December 28, 2025 was primarily driven by an increased valuation allowance recorded against certain deferred tax assets ("DTAs") for which it is more likely than not they will not be realized, and the income tax expense recognized for the the fiscal year ended December 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 .

Fiscal Year Ended December 29, 2024 versus Fiscal Year Ended December 31, 2023

During the fourth quarter of 2025, the Company changed its presentation related to costs associated with operating its inter-location logistics, DSD distribution centers and outbound shipping and handling activities from Selling to Cost of goods sold within the Consolidated Statements of Operations and Comprehensive Income (Loss).

Additionally, the Company has revised the Selling and distribution caption to Selling within the Consolidated Statements of Operations and Comprehensive Income (Loss).

See Change in Accounting Policy within Note 1.

Operations and Summary of Significant Accounting Policies within our consolidate financial statements for further information.

Net sales were $1,409.2 million for the fiscal year ended December 29, 2024 and $1,438.2 million for the fiscal year ended December 31, 2023.

Net sales for the fiscal year ended December 29, 2024 decreased $29.0 million or 2.0% from fiscal year 2023.

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Additionally, IO discounts increased to $183.6 million for the fiscal year ended December 29, 2024, from $179.3 million for the fiscal year ended December 31, 2023.

Selling, distribution and administrative expenses

Selling, distribution and administrative expenses were $435.8 million for the fiscal year ended December 29, 2024 and $433.1 million for the fiscal year ended December 31, 2023, an increase of $2.7 million or 0.6%.

The increase in selling, distribution, and administrative expense was primarily attributable to increased marketing spend on our Branded Salty Snacks as well as investments in digital and social consumer marketing, higher delivery costs due to outsourcing our private fleet operation, and investments in selling capabilities to support distribution growth in Expansion geographies partially offset by $12.6 million related to the impairment of fixed assets, primarily related to the closure of the manufacturing operation at the Birmingham, Alabama facility during the fiscal year ended December 31, 2023 as discussed in Note 4.

Selling, general and administrative expenses

Selling, general and administrative expenses were $310.1 million for the fiscal year ended December 29, 2024 and $327.4 million for the fiscal year ended December 31, 2023, a decrease of $17.3 million or 5.3%.

The decrease in selling, general and administrative expense was primarily attributable to $12.6 million related to the impairment of fixed assets, primarily related to the closure of the manufacturing operation at the Birmingham, Alabama facility during the fiscal year ended December 31, 2023 as discussed in Note 4.

Property, Plant and Equipment, Net to our Audited Financial Statements.

The Company also recognized a liability and related expense of $4.7 million related to a contract termination with a co-manufacturer, which is recorded in the administrative line in the Consolidated Statement of Operations and Comprehensive Income (Loss) during the fiscal year ended December 31, 2023.

The Company also recognized a liability and related expense of $4.7 million related to a contract termination with a co-manufacturer, which is recorded in the general and administrative line in the Consolidated Statements of Operations and Comprehensive Income (Loss) during the fiscal year ended December 31, 2023.

This agreement was a continuation of the Company's response to shifting production from a manufacturing facility that was damaged by a natural disaster in 2021.

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Divestitures to our Audited Financial Statements, for further discussion.

Interest expense also decreased by $15.7 million, primarily related to the $141.0 million payment on our Term Loan B and the $17.7 million payment on our Real Estate Term Loan during the fiscal year ended December 29, 2024.

There was also an increase in the loss on the remeasurement of the warrant liability of $8.0 million and a loss on debt extinguishment of $1.3 million recognized during the fiscal year ended December 29, 2024.

Interest expense also decreased by $15.7 million, primarily related to the $141.0 million payment on our Term Loan B and the $17.7 million payment on our loan agreement (the "Real Estate Term Loan") with City National Bank, which was secured by a majority of the Company's real estate assets, during the fiscal year ended December 29, 2024.

There was also an increase in the gain on the remeasurement of the warrant liability of $8.0 million and a loss on debt extinguishment of $1.3 million recognized during the fiscal year ended December 29, 2024.

Long-Term Debt to our Audited Financial Statements, for further discussion.

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The adjustments generally fall within the categories of non-cash items, acquisition, divestiture and integration costs and gains, business transformation initiatives, and financing-related costs.

We believe the non-GAAP measures should always be considered along with the related U.S.

We believe the non-GAAP financial measures should always be considered along with the most directly comparable U.S.

generally accepted accounting principles ("U.S.

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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 (Loss) to EBITDA and Adjusted EBITDA for the fiscal year ended December 29, 2024 and the fiscal year ended December 31, 2023:

The following table provides a reconciliation from Net (Loss) Income to EBITDA and Adjusted EBITDA for the fiscal year ended December 28, 2025 and the fiscal year ended December 29, 2024:

(dollars in millions) For the Fiscal Year Ended December 28, 2025 For the Fiscal Year Ended December 29, 2024

Net income (loss)

Net (loss) income

$ (7.7) $ 30.7

Net Income as a % of Net Sales

Net (Loss) Income as a % of Net Sales

(0.5) % 2.2 %

Plus non-GAAP adjustments:

Income Tax Expense (Benefit)

Income Tax Expense

Depreciation and Amortization 82.4 70.9

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Certain Non-Cash Adjustments (2)

Acquisition, Divestiture and Integration (3)

Acquisition, Divestitures and Investments (3)

Business Transformation Initiatives (4)

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Gain on remeasurement of warrant liability (6)

(22.8) (10.2)

Adjusted EBITDA 216.5 200.2

Adjusted EBITDA as a % of Net Sales 15.0 % 14.2 %

(1) Interest Income from IO Loans refers to interest income that we earn from IO notes receivable that have resulted from our initiatives to transition from RSP distribution to IO distribution.

(1) Interest Income (IO Loans) refers to interest income that we earn from IO notes receivable that has resulted from our initiatives to transition from RSP distribution to IO distribution.

(“Business Transformation Initiatives”) .

There is a notes payable recorded that mirrors most IO notes receivable, and the interest expense associated with the notes payable is part of the interest expense, net adjustment.

There is a note payable recorded that mirrors most IO notes receivable, and the interest expense associated with the notes payable is part of the Interest Expense, Net adjustment.

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

Incentive programs – The Company incurred $17.6 million and $15.5 million of share-based compensation, which was awarded to associates and directors, and compensation expense associated with the 2020 Omnibus Equity Incentive Plan (the “OEIP”) for the fiscal year ended December 29, 2024 and the fiscal year ended December 31, 2023, respectively.

Asset Impairments and Write-Offs — For the fiscal year ended December 31, 2023, the Company recorded an adjustment for a non-cash loss on sale of $13.7 million related to fixed assets for the sale of the Bluffton, Indiana plant, along with $4.7 million related to the termination of the contract that was settled with the sale, and impairments of $12.6 million related to the closure of the Company's manufacturing facilities in Birmingham, Alabama and Gramercy, Louisiana.

Incentive programs – The Company incurred $15.6 million and $17.6 million of share-based compensation expense for awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan (the “OEIP”) for the fiscal year ended December 28, 2025 and the fiscal year ended December 29, 2024, respectively.

Loss on impairment — The Company recorded an impairment charge of $0.6 million during the fiscal year ended December 28, 2025.

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

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The adjustment related to purchase commitment and other adjustments, including cloud computing, were $10.6 million and $4.3 million for the fiscal year ended December 28, 2025 and the fiscal year ended December 29, 2024, respectively.

(3) Adjustment for Acquisition, Divestiture and Integration Costs – 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.

(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 $22.8 million for fiscal year ended December 28, 2025.

Such expenses were $9.7 million for the fiscal year ended December 31, 2023, as well as $1.1 million of income for the change of liability associated with the TRA for the fiscal year ended December 31, 2023.

Also included for the fiscal year ended December 29, 2024 was a gain of $44.0 million related to the Good Health and R.W.

(4) Business Transformation Initiatives Adjustment – 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.

Such expenses were $20.9 million for the fiscal year ended December 29, 2024, as well as 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.

The 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 planning system transition costs, fall into this category.

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

(6) Gains and losses related to the changes in the remeasurement of warrant 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

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Term Debt and Revolving Credit Facility

On April 17, 2024, the Company amended its Term Loan B to refinance in full all of the $630.3 million outstanding in term loans and reduce the interest rate from SOFR plus the applicable rate of 3.00% plus a credit spread adjustment to SOFR plus the applicable rate of 2.75%, as well as make certain other changes.

Other material terms of the Term Loan B, including the January 2028 maturity date, remain unchanged.

The Company recorded a loss on debt extinguishment of $1.3 million related to the refinancing of its Term Loan B in its Consolidated Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

Subsequently, on January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $630.3 million outstanding term loan, 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 make certain other changes.

Other material terms of the Term Loan B remained unchanged.

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 fiscal year ended December 28, 2025.

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.

Revolving Credit Facility

On April 17, 2024, the Company also amended its asset-based revolving credit facility (“ABL facility”) to reduce the rate from SOFR plus the applicable rate ranging from 1.50%-2.00% plus a credit spread adjustment to SOFR plus the applicable rate ranging from 1.50%-2.00%, as well as make certain other changes.

Other material terms of the ABL facility, including maturity date, remained unchanged.

As of December 29, 2024 and December 31, 2023, $0.2 million and $0.4 million, respectively, was outstanding under the ABL facility.

As of both December 28, 2025 and December 29, 2024, $0.2 million was outstanding under the 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 December 28, 2025 and December 29, 2024, $119.7 million and $158.7 million, respectively, was available for borrowing, net of letters of credit.

Standby letters of credit in the amount of $10.3 million and $12.2 million were issued as of December 29, 2024 and December 31, 2023, respectively.

Standby letters of credit in the amount of $10.3 million were issued as of both December 28, 2025 and December 29, 2024.

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

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The following table presents net cash provided by operating activities, investing activities, and financing activities for the fiscal year ended December 28, 2025, and fiscal year ended December 29, 2024:

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023

(in millions) For the Fiscal Year Ended December 28, 2025 For the Fiscal Year Ended December 29, 2024

Net cash provided by operating activities $ 112.2 $ 106.2

Net cash provided by (used in) investing activities 74,961 (48,492)

Net cash (used in) financing activities

(177,012) (49,055)

Net cash (used in) provided by investing activities

Net cash provided by (used in) financing activities

At December 28, 2025, our consolidated cash balance, including cash equivalents, was $120.4 million or $64.3 million higher than at December 29, 2024.

Net cash provided by operating activities for the fiscal year ended December 28, 2025 was $112.2 million an increase of $6.0 million from the fiscal year ended December 29, 2024.

The increase is largely driven by an increase in cash net income, partially offset by an increase in inventory levels.

The increase in prepaid expenses and other assets and the increase in accounts payable and accrued expenses and other includes approximately $30 million impact from the Good Health and R.W.

Garcia Sale and Manufacturing Facilities Sale and as well as non-cash impact from entering into an operating lease agreement related to a distribution center that was entered into during fiscal year 2024.

Leases to our Audited Financial Statements.

Cash used in investing activities for the fiscal year ended December 29, 2024 was $75.0 million an increase of $123.5 million from the fiscal year ended December 31, 2023.

The increase is primarily driven by proceeds from the sale of a business for $167.5 million, the Good Health and R.W.

Garcia Sale, proceeds from sale of property and equipment primarily related to the sale of the manufacturing facilities in Birmingham, Alabama, Berlin, Pennsylvania and Fitchburg, Massachusetts and the sale of routes to IOs.

These proceeds were partially offset by purchases of property and equipment, notes receivable and purchase of intangibles related to an indefinite life intangible right for the use of a third-party brand name.

This compares to the cash used in investing activity of $48.5 million for the fiscal year ended December 31, 2023 primarily driven by purchases of property and equipment.

Net cash used in financing activities was $177.0 million for fiscal year ended December 29, 2024, an increase of $128.0 million primarily driven by the pay down of debt utilizing the proceeds from the Good Health and R.W.

Garcia Sale partially and payment of dividends and distributions to noncontrolling interest.

The increase is largely driven by a decrease in our cash conversion cycle by improving processes and payment terms with customers and suppliers, sale of certain trade accounts receivables to a third party, and termination of an interest rate swap, partially offset by increased costs to support capacity expansion, adding capabilities and selling costs to support the Company’s geographic expansion and growth initiatives, and increases in inventory.

Cash used in investing activities for the fiscal year ended December 28, 2025 was $86.9 million, representing an increase of $161.9 million from the fiscal year ended December 29, 2024.

The increase in cash used in investing activities is primarily driven by proceeds from the sale of a business for $167.5 million related to the Good Health and R.W.

Garcia Sale, partially offset by purchase of intangibles related to an indefinite life intangible right for the use of a third-party brand name both of which occurred during the fiscal year ended December 29, 2024.

Net cash provided by financing activities was $39.0 million for fiscal year ended December 28, 2025, an increase of $216.1 million from the fiscal year ended December 29, 2024 primarily driven by the pay down of debt utilizing the proceeds from the Good Health and R.W.

Garcia Sale as well as proceeds from the Manufacturing Facilities Sale which occurred during the fiscal year ended December 29, 2024 and increases in proceeds from our equipment loans.

Debt Covenants

The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A.

("Term Loan B").

The Term Loan B and the ABL facility are collateralized by substantially all of the assets and liabilities of UBH and its subsidiaries excluding the real estate assets secured by the Real Estate Term Loan, including equity interests in certain of UBH’s subsidiaries.

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Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable.

Our policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, distribution and administrative expenses.

Our policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, general and administrative expenses.

As of each of December 28, 2025, and December 29, 2024, no liability for unrecognized tax benefits was required to be reported.

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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-K

Item 7. Management’s Discussion and Analysis