What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-20 · 441 added, 305 removed, 790 unchanged (49% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets as of December 28, 2025 and December 29, 2024

Consolidated Statements of Operations And Comprehensive Income (Loss) for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Consolidated Statements of Equity for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Consolidated Statements of Operations And Comprehensive Income (Loss) for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023

Consolidated Statements of Equity for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023

Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

6 unchanged sentences

Change in accounting principle

As discussed in Note 1 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023 and 2022.

As discussed in Note 1 to the consolidated financial statements, the Company changed its accounting for inventory costs specifically reclassifying costs associated with operating its inter-location logistics, Direct Store Delivery distribution centers, and outbound shipping and handling activities from Selling expense to Cost of Goods Sold.

The change in presentation has been applied retrospectively to all periods presented.

Our opinion is not modified with respect to this matter.

Basis for opinion

10 unchanged sentences

Critical audit matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

3 unchanged sentences

February 12, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

27 unchanged sentences

December 28, 2025 and December 29, 2024

(In thousands, except share information)

(In millions, except share information)

December 28, 2025 As of

3 unchanged sentences

Accounts receivable, less allowance of $ 3.3 and $ 3.3 , respectively

119,867 135,130

Inventories 119.3 101.4

19 unchanged sentences

Total current liabilities 323.2 285.3

Non-current Liabilities

Non-current portion of term debt 818.2 752.5

1 unchanged sentence

Non-current accrued expenses and other 166.5 164.2

Non-current warrant liability — 43,272

Deferred tax liability 126.6 123.7

2 unchanged sentences

Commitments and contingencies

Members' equity

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

14 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

(In thousands, except share information)

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

For the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023

(In millions, except share information)

(in millions) 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

1 unchanged sentence

Gross profit 358.3 369.1 350.8

Selling, distribution and administrative expenses

Selling and distribution 306,151 273,923 294,061

Administrative 129,642 159,196 150,343

Total selling, distribution, and administrative expenses 435,793 433,119 444,404

(Loss) gain on sale of assets, net ( 78 ) ( 7,350 ) 691

Selling, general and administrative expenses

Selling 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

Other income (expense)

Other (expense) income

Gain on sale of business — 44.0 —

3 unchanged sentences

Gain on remeasurement of warrant liability 22.8 10.2 2.2

Other income (expense), net 10,561 ( 55,292 ) ( 43,304 )

Income (loss) before income taxes 69,467 ( 39,275 ) ( 37,960 )

Income tax expense (benefit) 38,730 757 ( 23,919 )

Net income (loss) 30,737 ( 40,032 ) ( 14,041 )

Net (income) loss attributable to noncontrolling interest ( 14,763 ) 15,095 13,649

Other (expense) income, net ( 20.1 ) 10.5 ( 55.2 )

(Loss) income before income taxes ( 0.6 ) 69.4 ( 39.2 )

Income tax expense 7.1 38.7 0.8

Net (loss) income ( 7.7 ) 30.7 ( 40.0 )

Net loss (income) attributable to noncontrolling interest 8.5 ( 14.8 ) 15.1

Net income (loss) attributable to controlling interest $ 0.8 $ 15.9 $ ( 24.9 )

5 unchanged sentences

Diluted 87,773,614 85,433,980 81,081,458

Net income (loss) $ 30,737 $ ( 40,032 ) $ ( 14,041 )

Other comprehensive (loss) gain:

Net (loss) income $ ( 7.7 ) $ 30.7 $ ( 40.0 )

Other comprehensive (loss) income:

Change in fair value of interest rate swap ( 16.1 ) ( 7.5 ) ( 13.5 )

Comprehensive income (loss) 23,259 ( 53,575 ) 33,238

Net comprehensive (income) loss attributable to noncontrolling interest ( 11,653 ) 20,819 ( 6,568 )

Net comprehensive income (loss) attributable to controlling interest $ 11,606 $ ( 32,756 ) $ 26,670

Comprehensive (loss) income ( 23.8 ) 23.2 ( 53.5 )

Net comprehensive loss (income) attributable to noncontrolling interest 14.8 ( 11.7 ) 20.8

Net comprehensive (loss) income attributable to controlling interest $ ( 9.0 ) $ 11.5 $ ( 32.7 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

(In thousands, except share information)

For the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023

(In millions, except share information)

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

3 unchanged sentences

Share-based compensation 305,643 — — 17.1 — — 17.1 — 17.1

Issuance of common stock in connection with private placement sale 2,105,373 — — 28,000 — — 28,000 — 28,000

Tax impact arising from capital transactions — — 1.2 — — 1.2 — 1.2

Net loss — — — ( 24.9 ) — ( 24.9 ) ( 15.1 ) ( 40.0 )

Other comprehensive income — — — — 27,062 27,062 20,217 47,279

Other comprehensive loss — — — — ( 7.8 ) ( 7.8 ) ( 5.7 ) ( 13.5 )

Cash dividends declared ($ 0.228 per

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Distribution to noncontrolling interest — — — — — — ( 13.5 ) ( 13.5 )

Balance at January 1, 2023 80,882,334 $ 8 59,349,000 $ 6 $ 926,919 $ ( 254,564 ) $ 30,777 $ 703,146 $ 748,538 $ 1,451,684

Balance at December 31, 2023 81,187,977 $ — 59,349,000 $ — $ 944.6 $ ( 298.0 ) $ 17.5 $ 664.1 $ 714.2 $ 1,378.3

Payments of tax withholding requirements for employee stock awards — — ( 1.4 ) — — ( 1.4 ) — ( 1.4 )

Share-based compensation 349,565 — — 18.3 — — 18.3 — 18.3

Tax impact arising from capital transactions — — 1,174 — — 1,174 — 1,174

Net loss — — ( 24,937 ) — ( 24,937 ) ( 15,095 ) ( 40,032 )

Class V to Class A Exchange 2,000,000 — ( 2,000,000 ) — 24.1 — — 24.1 ( 24.1 ) —

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

Special excess cash dividend ($ 0.032 per share of Class A Common Stock)

— — — ( 2.6 ) — ( 2.6 ) — ( 2.6 )

Net income — — 15.9 — 15.9 14.8 30.7

Other comprehensive loss — — — — ( 4.4 ) ( 4.4 ) ( 3.1 ) ( 7.5 )

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Distribution to noncontrolling interest — — — — — — ( 13.9 ) ( 13.9 )

Tax distribution — — — — — $ — ( 4.7 ) ( 4.7 )

Balance at December 29, 2024 83,537,542 $ — 57,349,000 $ — $ 988.5 $ ( 304.7 ) $ 13.1 $ 696.9 $ 685.3 $ 1,382.2

6 unchanged sentences

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

Deferred tax impact from divestiture — — 2,944 — — 2,944 2,146 5,090

Special excess cash dividend — — — ( 2,619 ) — ( 2,619 ) — ( 2,619 )

Net income — — 15,974 — 15,974 14,763 30,737

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

Special excess cash dividend ($ 0.011 per share of Class A Common Stock

— — — ( 0.9 ) — ( 0.9 ) — ( 0.9 )

Tax impact arising from capital transactions — ( 0.5 ) — — ( 0.5 ) — ( 0.5 )

Net income (loss) — — 0.8 — 0.8 ( 8.5 ) ( 7.7 )

Other comprehensive loss — — — — ( 9.8 ) ( 9.8 ) ( 6.3 ) ( 16.1 )

Cash dividends declared — — — ( 19,969 ) — ( 19,969 ) — ( 19,969 )

Cash dividends declared ($ 0.246 per share of Class A Common Stock)

— — — ( 21.8 ) — ( 21.8 ) — ( 21.8 )

Distribution to noncontrolling interest — — — — — — ( 13.8 ) ( 13.8 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

(In thousands)

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

For the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023

(In millions)

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

Cash flows from operating activities

Net income (loss) $ 30,737 $ ( 40,032 ) $ ( 14,041 )

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

Net (loss) income $ ( 7.7 ) $ 30.7 $ ( 40.0 )

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

Impairment and other charges 0.6 — 12.6

2 unchanged sentences

Gain on remeasurement of warrant liability ( 22.8 ) ( 10.2 ) ( 2.2 )

Loss (gain) on sale of assets 78 7,350 ( 691 )

(Gain) loss on sale of assets ( 9.2 ) 0.1 7.4

Share-based compensation 17.1 18.3 17.1

9 unchanged sentences

Cash flows from investing activities

Acquisitions, net of cash acquired — — ( 75 )

Purchases of property and equipment ( 102.8 ) ( 98.6 ) ( 55.7 )

5 unchanged sentences

Proceeds from insurance claims for capital investments — — 1.7

Notes receivable, net ( 42,890 ) ( 38,077 ) ( 24,711 )

Net cash provided by (used in) investing activities 74,961 ( 48,492 ) ( 76,067 )

Purchase of IO routes and other changes in note receivables ( 41.2 ) ( 42.9 ) ( 38.1 )

Net cash (used in) provided by investing activities ( 86.9 ) 75.0 ( 48.5 )

Cash flows from financing activities

5 unchanged sentences

Payments of tax withholding requirements for employee stock awards ( 2.2 ) ( 1.4 ) ( 0.6 )

Proceeds from issuance of shares — — 28,000

Dividends paid ( 22.3 ) ( 21.7 ) ( 18.5 )

Distribution to noncontrolling interest ( 15.4 ) ( 18.3 ) ( 13.5 )

Net cash (used in) provided by financing activities ( 177,012 ) ( 49,055 ) 58,906

Net cash provided (used in) by financing activities 39.0 ( 177.1 ) ( 49.0 )

Net increase (decrease) in cash and cash equivalents 64.3 4.1 ( 20.9 )

12 unchanged sentences

All intercompany transactions and balances have been eliminated in combination/consolidation.

Prior Period Revision - Statement of Cash Flows – For the fiscal year ended December 31, 2023, the Company disclosed the borrowings of lines of credit and repayments of lines of credit as separate line items within the financing activities section of the Consolidated Statement of Cash Flows.

The Company has corrected these line items for the fiscal year ended January 1, 2023 for comparability purposes and deems the change to those periods to be immaterial.

Operations – The Company has been a premier producer, marketer and distributor of snack food products since 1921.

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The Company assesses for impairment on property, plant and equipment upon the occurrence of a triggering event.

For significant projects, interest is capitalized as part of the historical cost of developing and constructing assets.

Interest is capitalized until the asset is ready for service.

Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depreciation.

The Company capitalized $ 3.5 million and $ 2.6 million for the fiscal years ended December 28, 2025 and December 29, 2024, respectively.

Hosting arrangements – Certain of our service contracts have been deemed to be hosting arrangements.

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Capitalized implementation costs are presented in Prepaid expenses and other assets and Other assets of the Consolidated Balance Sheets.

Amortization expense of the capitalized implementation costs is presented in Administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Amortization expense of the capitalized implementation costs is presented in General and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Income Taxes – The Company accounts for income taxes pursuant to the asset and liability method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes, which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards.

8 unchanged sentences

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

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as selling, distribution, general and administrative expenses.

The Company’s 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.

The Company does not expect any significant changes in its unrecognized tax benefits in the next fiscal year.

Purchased Tax Credits – Purchased credits are accounted for in accordance with ASC 740, Income Taxes, and are recorded at the amount of cash consideration paid, including transaction costs, when the Company obtains control of the credits and it is more likely than not that the credits will be realized.

Purchased credits are recognized as a reduction of income tax expense in the period they are utilized, whether applied against current‑year tax liabilities or carried back to prior taxable periods.

Credits that have not yet been utilized are recorded within other noncurrent assets and are evaluated for realizability each reporting period.

Any impairment is recognized within income tax expense.

See Purchased Tax Credits within Note 16.

Income Taxes for additional information.

Distribution Route Acquisition and Sale Transactions – The Company acquires and sells distribution routes as a part of the Company’s maintenance of its DSD network.

34 unchanged sentences

The fair value of the hedging instruments is revalued at each reporting period.

The related gains and losses of the hedging instruments are reported in Prepaid expense and other assets and Accounts payable and accrued expenses and other on the Consolidated Statement of Cash Flow.

The Company has elected hedge account for its interest rate swaps.

Gains and loss related to the interest rate swaps are recognized in Accumulated other comprehensive income, with mark to market adjustments being recognized immediately in earnings.

The related gains and losses of the hedging instruments are reported in Net cash provided by operating activities on the Consolidated Consolidated Statement of Cash Flows.

The Company has elected hedge accounting for its interest rate swaps.

Changes in the fair value of the effective portion of the hedges are recorded in accumulated other comprehensive income and reclassified into interest expense in the same period the hedged items affect earnings.

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

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.

Self-Insurance – The Company is primarily self-insured, up to certain limits, for employee group health claims.

1 unchanged sentence

Operations are charged with the cost of claims reported and an estimate of claims incurred but not reported.

Total health care expense under the program was $ 20.2 million for the fiscal year ended December 29, 2024, $ 22.2 million for the fiscal year ended December 31, 2023, and $ 18.7 million for the fiscal year ended January 1, 2023.

Total health care expense under the program was $ 25.1 million for the fiscal year ended December 28, 2025, $ 20.2 million for the fiscal year ended December 29, 2024, and $ 22.2 million for the fiscal year ended December 31, 2023.

The reserve for unpaid claims, which includes an estimate of claims incurred but not reported, was $ 2.5 million and $ 2.2 million at December 28, 2025 and December 29, 2024, respectively.

1 unchanged sentence

The Company has utilized a number of different insurance vehicles and programs for these insurable risks and recognizes expenses and reserves in accordance with the provisions of each insurance vehicle/program.

The expense associated with automobile, general liability and workers’ compensation insurance programs totaled $ 10.7 million for the fiscal year ended December 29, 2024, $ 11.1 million for the fiscal year ended December 31, 2023, and $ 8.5 million for the fiscal year ended January 1, 2023.

The expense associated with automobile, general liability and workers’ compensation insurance programs totaled $ 16.4 million for the fiscal year ended December 28, 2025, $ 10.7 million for the fiscal year ended December 29, 2024, and $ 11.1 million for the fiscal year ended December 31, 2023.

The Company also records reserves for unpaid claims and an estimate for claims incurred but not yet reported, including an estimate for the development of any such claim.

As of each of December 29, 2024 and December 31, 2023, the Company had reserves totaling $ 4.1 million for these insurance programs.

Shipping and Handling – The Company records shipping and handling expenses within selling expenses.

Shipping and handling expenses for products shipped to customers totaled $ 50.1 million for the fiscal year ended December 29, 2024, $ 45.0 million for the fiscal year ended December 31, 2023, and $ 59.5 million for the fiscal year ended January 1, 2023.

As of each of December 28, 2025 and December 29, 2024, the Company had reserves totaling $ 3.7 million and $ 4.1 million for these insurance programs.

Shipping and Handling – The Company records shipping and handling expenses within Cost of Goods Sold.

Shipping and handling expenses for products shipped to customers totaled $ 52.8 million for the fiscal year ended December 28, 2025, $ 50.1 million for the fiscal year ended December 29, 2024, and $ 45.0 million for the fiscal year ended December 31, 2023.

Advertising Costs – Advertising costs are charged to operations when incurred.

Advertising expenses totaled $ 17.8 million for the fiscal year ended December 29, 2024, $ 12.3 million for the fiscal year ended December 31, 2023, and $ 9.9 million for the fiscal year ended January 1, 2023.

Cooperative advertising, primarily consisting of in-print advertising, point-of-sale displays, and in-store demos, totaled $ 33.8 million for the fiscal year ended December 29, 2024, $ 29.8 million for the fiscal year ended December 31, 2023, and $ 21.6 million for the fiscal year ended January 1, 2023.

Advertising expenses totaled $ 24.9 million for the fiscal year ended December 28, 2025, $ 17.8 million for the fiscal year ended December 29, 2024, and $ 12.3 million for the fiscal year ended December 31, 2023.

Cooperative advertising, primarily consisting of in-print advertising, point-of-sale displays, and in-store demos, totaled $ 39.8 million for the fiscal year ended December 28, 2025, $ 33.8 million for the fiscal year ended December 29, 2024, and $ 29.8 million for the fiscal year ended December 31, 2023.

Employee Benefits – The Company maintains several contributory 401(k) retirement plans (the "Plans”) for its associates.

Profit sharing contributions are made at the discretion of the Board of Directors and expenses recognized related to the profit-sharing contribution were $ 4.9 million for the fiscal year ended December 29, 2024, $ 5.5 million for the fiscal year ended December 31, 2023, and $ 6.3 million for the fiscal year ended January 1, 2023.

The Plans provide associates with matching contributions primarily at 20 % of their contributions as defined in the Plans.

The expense related to the matching contributions was $ 1.3 million for the fiscal year ended December 29, 2024, $ 1.7 million for the fiscal year ended December 31, 2023, and $ 1.4 million for the fiscal year ended January 1, 2023.

Profit sharing contributions are made at the discretion of the Board of Directors and expenses recognized related to the profit-sharing contribution were $ 3.1 million for the fiscal year ended December 28, 2025, $ 4.9 million for the fiscal year ended December 29, 2024, and $ 5.5 million for the fiscal year ended December 31, 2023.

Prior to 2025, the Plans provide associates with matching contributions primarily at 20 % of their contributions as defined in the Plans.

Beginning in 2025, the Plans provide associates with matching contributions primarily at 100 % of their contributions up to 4 % as defined in the Plans.

The expense related to the matching contributions was $ 6.8 million for the fiscal year ended December 28, 2025, $ 1.3 million for the fiscal year ended December 29, 2024, and $ 1.7 million for the fiscal year ended December 31, 2023.

Revenue Recognition – The Company’s revenues primarily consist of the sale of salty snack items to customers, including supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military, and other channels.

1 unchanged sentence

These revenue contracts generally have a single performance obligation.

Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs, some of which are recorded in Selling and distribution in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs, some of which are recorded in Selling in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Amounts billed and due from customers are classified as accounts receivable and require payment on a short-term basis and, therefore, the Company does not have any significant financing components.

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

Customer Concentrations – One customer provided in excess of 10% of the Company's net sales during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 in the amount of 14 %, 13 % and 12 %, respectively.

Customer Concentrations – One customer provided in excess of 10% of the Company's net sales during the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 in the amount of 13 %, 14 % and 13 %, respectively.

In addition, no customer provided greater than 10% of the Company's accounts receivable at December 28, 2025 and December 29, 2024.

One customer provided in excess of 10% of the Company's accounts receivable at January 1, 2023 in the amount of 11 %.

Business Combinations – The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

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Distributor Buyouts - During the fiscal years ended December 29, 2024 and December 31, 2023, 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, $ 1.5 million and $ 23.0 million for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively and are included within selling and distribution on the Consolidated Statement of Operations and Comprehensive Income (Loss) for such periods.

These transactions, which were accounted for as contract terminations and asset purchases, resulted in expense of $ 2.1 million and $ 1.5 million for the fiscal years ended December 29, 2024 and December 31, 2023, respectively and are included within selling on the Consolidated Statements of Operations and Comprehensive Income (Loss) for such periods.

Use of Estimates – Management uses estimates and assumptions in preparing the consolidated financial statements in accordance with U.S.

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Actual results could vary materially from the estimates that were used.

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

Recently Issued Accounting Standards – I n December 2025, the FASB issued ASU 2025-11, Interim Reporting - Narrow-Scope Improvements.

The amendments in ASU 2025-11 clarify current interim disclosure requirements and provide a comprehensive list of required interim disclosures.

The update also incorporates a disclosure principle that requires entities to disclose events that occur after the end of the last annual reporting period.

ASU 2025-11 is effective for interim periods within annual periods beginning after December 15, 2027, though early adoption is permitted.

The Company does not expect ASU 2025-11 to have a material effect on its consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging - Hedge Accounting Improvements.

The amendments in this update are intended to more closely align hedge accounting with the economics of an entity’s risk management activities.

ASU 2025-09 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, though early adoption is permitted.

The Company does not expect ASU 2025-09 to have a material effect on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software - Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs that are accounted for under Subtopic 350-40.

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

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

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

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

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

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

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

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

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

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

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

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

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

1 unchanged sentence

The Company is currently evaluating the ASU to determine its impact on the Company's Consolidated Statement of Operations and Comprehensive income.

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

Improvements to Income Tax Disclosures, to amend existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation.

The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Among other changes, the amendments require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

The amendments were effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and are applied on a retrospective basis.

The adoption of this standard resulted in additional financial statement footnote disclosures and are presented in Note 16.

Segment Data .

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

Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

Income Taxes in the accompanying notes to the consolidated financial statements for further detail.

Change in Accounting Policy - 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).

The Company believes that this change in accounting principle is preferable as it better reflects the total cost of fulfilling its revenue transactions, aligns with how it internally manages its business and improves comparability with industry peers, thus providing more meaningful information to users of its financial statements.

The change in presentation has been applied retrospectively to all periods presented and affects Cost of goods sold, Gross profit, and Selling.

For the Fiscal Year Ended December 29, 2024

(in millions) As reported

Effect of change

Cost of goods sold

$ 914.5 $ 125.6 $ 1,040.1

Gross profit 494.7 ( 125.6 ) 369.1

Gross margin 35.1 % ( 8.9 ) % 26.2 %

306.2 ( 125.6 ) 180.6

For the Fiscal Year Ended December 31, 2023

(in millions) As reported

Effect of change

Cost of goods sold

$ 981.7 $ 105.7 $ 1,087.4

Gross profit 456.5 ( 105.7 ) 350.8

Gross margin 31.7 % ( 7.3 ) % 24.4 %

273.9 ( 105.7 ) 168.2

Revision of Prior Period Financial Information - During the fourth quarter of 2025, the Company revised its presentation to decrease accumulated other comprehensive income by $ 5.5 million with a corresponding decrease to goodwill.

The correction was recorded to the opening balance of the earliest period presented within the financial statements.

The correction relates to our hedge accounting program within the purchase accounting for our 2020 business combination.

The Company has determined that the errors were immaterial to all impacted periods and has corrected the impacted periods as an immaterial correction of an error.

Reclassifications - Certain reclassifications have been made to prior years' consolidated financial statements to conform to the current year's presentation.

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”).

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Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 29, 2024.

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”).

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

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

The Company recognized a gain on the Manufacturing Facilities Sale of $ 4.3 million included in (Loss) gain in sale of assets, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).

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 Facility 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.

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 terms under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements.

RECEIVABLES SALES PROGRAM

The Company has entered agreements to sell certain trade accounts receivable to unrelated, third-party financial institutions at a discount (the "Receivables Sales Programs").

The agreements can be terminated by the Company or the other party to each agreement with 30 days' notice.

The Receivables Sales Programs are used by the Company to manage liquidity in a cost-effective manner.

The Company has no retained interest in the receivables sold under the Receivables Sales Programs;

however, under the agreements, the Company does have collection and administrative responsibilities for a portion of the sold receivables, totaling $ 47.8 million of the total $ 232.0 million of receivables sold under the Receivables Sales Programs.

Under the Receivables Sales Programs, the current fixed operating limit of outstanding accounts receivables to be sold at any time is $ 55.0 million.

(in millions)

December 28, 2025

Outstanding receivables sold

Receivables collected and not remitted to financial institutions, net of receivables sold and not settled with financial institutions

Receivables sold under the Receivables Sales Programs are derecognized from the Company's Consolidated Balance Sheets at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Consolidated Statement of Cash Flows.

The receivables collected and not remitted to financial institutions are included in Accounts payable in the Consolidated Balance Sheets.

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

Receivables sold

Receivables collected and remitted to financial institutions

The loss on sale of receivables from continuing operations represents the discount taken by third-party financial institutions and was $ 1.5 million for the fiscal year ended December 28, 2025 and is included in Other expense (income), net in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has not recognized any servicing assets or liabilities as of December 28, 2025, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements.

Inventories consisted of the following:

(in thousands) As of

(in millions) As of

December 28, 2025

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Total inventories $ 119.3 $ 101.4

In connection with the Good Health and R.W.

Garcia Sale in February 2024 and the Manufacturing Facilities Sale in April 2024, the Company sold inventory of $ 6.3 million and $ 1.6 million, respectively.

Divestitures .

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consisted of the following:

(in thousands) As of

(in millions) As of

December 28, 2025

6 unchanged sentences

Construction-in-progress 25.2 107.4

467,488 445,633

accumulated depreciation ( 152.5 ) ( 122.3 )

Property, plant and equipment, net $ 379.2 $ 345.2

On April 28, 2022, certain of the Company's subsidiaries 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 total cash purchase price of the facility was approximately $ 38.4 million, plus assumed liabilities of $ 1.3 million.

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, as amended.

During the fiscal year ended January 1, 2023, the Company recorded impairments totaling $ 2.7 million related to property and equipment damaged in one of the Company's smaller manufacturing facilities by a natural disaster (the "Gramercy, LA Facility").

During the fiscal year ended January 1, 2023, the Company received $ 3.9 million in insurance proceeds related to a partial settlement of damaged property and equipment, resulting in a gain during fiscal the year ended January 1, 2023 of $ 1.2 million.

As a result of the damage to the facility, the Company has had to shift production to other facilities as well as utilize a co-manufacturer which resulted in additional production and distribution costs.

In addition, during the fiscal year ended January 1, 2023, the Company received $ 6.0 million in proceeds related to a partial settlement of a business interruption insurance claim.

During the fiscal year ended December 31, 2023, the Company received an additional $ 1.7 million in insurance proceeds related to the settlement of damaged property and equipment and additional $ 1.3 million related to the settlement of the business interruption insurance claim.

The Company has recognized receipts of the business interruption insurance as a reduction of Cost of goods sold and the receipts related to the damage to property, plant and equipment within the (Loss) gain on sale of assets, net in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss).

During the fiscal year ended January 1, 2023, certain of the Company's property and equipment was damaged at one of the Company's smaller manufacturing facilities by a natural disaster (the "Gramercy, LA Facility").

During the fiscal year ended December 31, 2023, the Company received $ 1.7 million in insurance proceeds related to the settlement of damaged property and equipment and $ 1.3 million related to the settlement of the business interruption insurance claim.

The Company recognized receipts of the business interruption insurance as a reduction of Cost of goods sold and the receipts related to the damage to property, plant and equipment within the gain (loss) on sale of assets, net in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss).

The Company recognizes gains from insurance proceeds, at the earliest, after receipt of insurance proceeds.

The Company recorded additional impairments for the fiscal year ended December 31, 2023 totaling $ 1.9 million recorded under Administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss).

During the fiscal year ended December 31, 2023, the Company permanently ceased operations at the Company’s manufacturing facility located in Birmingham, AL (the “Birmingham Facility”), effective in June 2023 (the “Manufacturing Closure”).

Golden Flake® and other products that were produced at the Birmingham Facility continue to be produced at other manufacturing facilities.

The Manufacturing Closure reduced the Company's workforce by approximately 130 employees, and the Company maintains its distribution center in Birmingham.

The Company recorded expense of $ 8.9 million in connection with the Manufacturing Closure , which included $ 1.3 million in severance and related costs and $ 10.6 million of asset impairments related to fixed assets.

The severance and related expenses were recorded in the Cost of goods sold line in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

The fixed asset impairments are recorded in the administrative expenses line in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

In addition, during the fiscal year ended December 31, 2023, the Company recognized expense of $ 1.9 million related to the impairment of property, plant and equipment unrelated to the Manufacturing Closure.

The Company recorded impairments for the fiscal year ended December 31, 2023 totaling $ 1.9 million recorded under General and administrative on the Consolidated Statements of Operations and Comprehensive Income (Loss).

During the fiscal year ended December 31, 2023, the Company permanently ceased operations at the Company’s manufacturing facility located in Birmingham, AL (the “Birmingham Facility”).

The Company recorded expense of $ 8.9 million in connection with the closure, which included $ 1.3 million in severance and related costs and $ 10.6 million of asset impairments related to fixed assets.

The severance and related expenses were recorded in the Cost of goods sold line in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

The fixed asset impairments are recorded in the General and administrative expenses line in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended December 31, 2023.

During the fiscal year ended December 29, 2024, the Company sold the Birmingham Facility for proceeds of $ 6.0 million and the Gramercy, LA Facility for proceeds of $ 1.8 million.

Both of these facilities were classified as Assets held for sale in the Consolidated Balance Sheet at December 31, 2023.

During the fiscal year ended December 31, 2023, the Company completed the sale of the Company's manufacturing facility in Bluffton, Indiana, which resulted in a loss on sale of the assets of $ 13.4 million.

Also, in connection with the sale, the Company recorded $ 4.7 million of expense related to the termination of a contract that was settled with the sale.

Additionally, the Company entered into a supply agreement with the buyer pursuant to which the buyer is obligated to co-manufacture certain products at below-market rates for up to one year .

The Company recorded a tolling asset of $ 0.6 million for the difference between the rate charged and the market rate for these services.

If the buyer defaults on its obligations to manufacture any of the committed products, a financial penalty will be assessed based on the contractual terms required in the supply agreement.

In a separate transaction, the Company completed the sale of land in Hanover, Pennsylvania to a separate third-party for a gain of $ 4.0 million.

During the fiscal year ended December 29, 2024, in connection with the Good Health and R.W.

Garcia Sale as described in Note 2.

Divestitures, the Company sold its Lincolnton, NC and Lititz, PA manufacturing facilities and certain related assets having a net book value of $ 27.5 million.

Also, during the fiscal year ended December 29, 2024, in connection with the Manufacturing Facilities Sale as described in Note 2.

Divestitures , the Company sold its Berlin, PA and Fitchburg, MA manufacturing facilities having a net book value of $ 12.2 million and recognized a gain on the Manufacturing Facilities Sale of $ 4.3 million.

Depreciation expense was $ 33.4 million for the fiscal year ended December 29, 2024, $ 40.5 million for the fiscal year ended December 31, 2023, and $ 47.8 million for the fiscal year ended January 1, 2023.

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

In a separate transaction, the Company completed the sale of land in Hanover, Pennsylvania to a separate third-party for a gain of $ 4.0 million in Gain (loss) on sale of assets, net on the Consolidated Statements of Operations and Comprehensive Income (Loss).

During the fiscal year ended December 28, 2025, the Company concluded that it intends to sell three buildings located in Hanover, PA.

The carrying value of these assets in the amount of $ 10.3 million has been reported as Assets held for sale on the Consolidated Balance Sheets as of December 28, 2025.

No impairment was recognized on these assets.

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

In addition during the fiscal year ended December 28, 2025, the Company sold land in Goodyear, AZ and its Grand Rapids, MI manufacturing facility for proceeds of $ 4.0 million and $ 20.0 million, respectively, and recorded gains related to these sales of $ 10.2 million in Gain (loss) on sale of assets, net on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Depreciation expense was $ 45.0 million for the fiscal year ended December 28, 2025, $ 33.4 million for the fiscal year ended December 29, 2024, and $ 40.5 million for the fiscal year ended December 31, 2023.

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

GOODWILL AND INTANGIBLE ASSETS, NET

A roll forward of goodwill is as follows:

(in thousands)

Balance as January 1, 2023 $ 915,295

Balance as December 31, 2023 915,295

Good Health and R.W.

Garcia Sale, Note 2.

Divestitures ( 44,600 )

(in millions)

Balance as December 29, 2024 (1)

Balance as of December 28, 2025 $ 865.2

(1) Reflects the correction related to the purchase accounting for our 2020 Business combination.

Operations and Summary of Significant Accounting Policies - Revision of Prior Period Financial Information.

Intangible assets, net, consisted of the following:

(in thousands) As of December 29, 2024 As of December 31, 2023

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

Subject to amortization:

6 unchanged sentences

Trade names 428.7 428.7

IO routes 12,023 7,525

Route assets 15.5 12.0

Intangible assets, net $ 963.9 $ 996.5

Previously, the Company was granted certain exclusive distribution rights for certain products manufactured by another manufacturer.

During the fiscal year ended January 1, 2023, the Company shifted the relationship with that manufacturer and converted that shelf space to Company-branded products.

As a result, the Company recorded impairment expense of $ 2.0 million and the amortizable master distribution rights decreased by $ 2.2 million.

During the fiscal year ended December 29, 2024, the Company sold customer relationships and trademarks with carrying values of $ 26.0 million and $ 18.3 million, respectively, related to the Good Health and R.W.

Divestitures, for further discussion.

In addition, during the fiscal year ended December 29, 2024, the Company paid $ 9.2 million to purchase an indefinite life intangible right for use of a third-party brand name.

During the fiscal year ended December 29, 2024, the Company paid $ 9.2 million to purchase an indefinite life intangible right for use of a third-party brand name.

This intangible asset is classified as an indefinite life trade name.

There were no other significant changes to intangible assets during the fiscal years ended December 28, 2025 and December 29, 2024 other than those which arise from the normal course of business from the buying and selling of Company-owned route assets and amortization.

Amortization of the distributor/customer relationships, technology, and trademarks amounted to $ 36.3 million for the fiscal year ended December 29, 2024, and $ 37.7 million for both of the fiscal years ended December 31, 2023 and January 1, 2023.

The expense related to the amortization of intangibles is classified in administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Amortization expense is classified in administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Amortization of the distributor/customer relationships, technology, and trademarks amounted to $ 36.1 million for the fiscal year ended December 28, 2025, $ 36.3 million for the fiscal year ended December 29, 2024, and $ 37.7 million for the fiscal year ended December 31, 2023.

Amortization expense is classified in General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Estimated future amortization expense is as follows:

(in thousands) As of December 29, 2024

2025 $ 36,071

(in millions) As of December 28, 2025

Thereafter 339.2

1 unchanged sentence

NOTES RECEIVABLE

Contracts are executed between the Company and the IOs for the sale of the product distribution route, including a note in favor of the Company, in certain cases.

Contracts are executed between the Company and its IOs for the sale of the product distribution route, including notes in favor of the Company, in certain cases.

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

The notes receivable balances due from IOs at December 28, 2025 and December 29, 2024 totaled $ 14.8 million and $ 13.7 million, respectively, and are collateralized by the routes for which the loans are made.

The Company also sold certain notes to Bank of America and one other bank.

The Company has a corresponding notes payable liability, related to the IOs notes receivables.

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

The Company has a corresponding notes payable, related to the IOs notes receivables.

Long-Term Debt and Note 14.

Contingencies .

Other notes receivable totaled $ 0.1 million as of each of December 29, 2024 and December 31, 2023.

Other notes receivable totaled $ 0.1 million at December 29, 2024.

There were no Other notes receivable at December 28, 2025.

SUPPLY CHAIN FINANCE

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

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

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

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

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

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

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

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

(in millions)

Balance as of December 29, 2024

Invoices confirmed during the year

Confirmed invoices paid during the year

Balance as of December 28, 2025

ACCRUED EXPENSES AND OTHER

Current accrued expenses and other consisted of the following:

(in thousands) As of December 29, 2024 As of December 31, 2023

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

Accrued compensation and benefits $ 24.4 $ 25.8

4 unchanged sentences

Accrued interest 10.7 11.1

Tax Receivable Agreement liability 4.4 0.1

Deferred transition services and other fees (a) — 2.0

4 unchanged sentences

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

(in thousands) As of December 29, 2024 As of December 31, 2023

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

Operating right of use liability (1)

4 unchanged sentences

Total accrued expenses and other $ 166.5 $ 164.2

(1) During the fiscal year ended December 29, 2024, the Company entered into an operating lease agreement related to a distribution center in Hanover.

LONG-TERM DEBT

Revolving Credit Facility

UBH has an asset based revolving credit facility (as amended, the “ABL facility”).

On September 22, 2022, the ABL facility was amended to further increase the credit limit up to $ 175.0 million and to replace the interest rate benchmark from London Inter-Bank Rate ("LIBOR") to the Secured Overnight Financing Rate (“SOFR”).

On July 20, 2023, the ABL facility was further amended to increase the credit limit to $ 225.0 million and extend the maturity from October 2023 through the earlier of July 20, 2028, or 91 days prior to the maturity of the Term Loan B (as defined below).

The Company incurred fees of $ 0.7 million in connection with the amendment to the ABL facility.

The Company has an asset based revolving credit facility (as amended, the “ABL facility”) which was amended in July 2023, to increase the credit limit to $ 225.0 million and extended the maturity to the earlier of July 20, 2028, or 91 days prior to the maturity of the Term Loan B (as defined below).

On April 17, 2024, the Company further amended its 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 certain other changes.

3 unchanged sentences

The ABL facility is also subject to unused line fees ( 0.5 % at both December 28, 2025 and December 29, 2024) and other fees and expenses.

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 both of December 28, 2025 and December 29, 2024.

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

1 unchanged sentence

(“Term Loan B”) which had an original outstanding balance of $ 795.0 million maturing on January 20, 2028.

On September 22, 2022, the Company amended its Term Loan B to replace the interest rate benchmark from LIBOR to SOFR.

In March 2024, in connection with the Good Health and R.W.

2 unchanged sentences

Property, Plant and Equipment, Net , the Company made a $ 141.0 million accelerated payment on its Term Loan B.

On April 17, 2024, the Company further amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loan 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 to make certain other changes.

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

On April 17, 2024, the Company amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loan 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 to make certain other changes.

The Company recorded a loss on debt extinguishment of $ 1.3 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 29, 2024.

On January 29, 2025, the Company further amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loans thereunder, reduce the interest rate from the Secured Overnight Financing Rate (“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.

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.

The weighted average interest rate on the Term Loan B debt, including the impact of the interest rate swap (see Note 11.

9 unchanged sentences

Garcia Sale as described in Note 2.

Divestitures and Note 4.

Property, Plant and Equipment, Net , the Company made an additional $ 8.5 million payment on its Real Estate Term Loan.

Divestitures , the Company made an additional $ 8.5 million payment on its Real Estate Term Loan.

In April 2024, in connection with the Manufacturing Facilities Sale as described in Note 2.

Divestitures and Note 4.

Property, Plant and Equipment, Net , the Company made an additional payment of $ 9.2 million on its Real Estate Term Loan.

Divestitures , the Company made an additional payment of $ 9.2 million on its Real Estate Term Loan.

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.

2 unchanged sentences

Term debt and revolving credit facilities consisted of the following:

Debt (in thousands)

Principal Balance Maturity Date December 29, 2024 December 31, 2023

Debt (in millions)

Original Principal Balance Maturity Date As of December 28, 2025

As of December 29, 2024

Term Loan B $ 795.0 January-32 $ 630.3 $ 630.3

Real Estate Loan 88,140 October-32 59,626 80,184

Real Estate Term Loan 88.1 October-32 57.0 59.6

Equipment loans (1)

211.1 167.0 83.5

ABL facility (2)

October-27 168 368

Net impact of debt issuance costs and original issue discounts ( 5,078 ) ( 8,772 )

Asset based lending (“ABL”) facility (2)

July-28 0.2 0.2

Net impact of debt issuance costs and original issue discount ( 4.9 ) ( 5.0 )

Total long-term debt 849.6 768.6

1 unchanged sentence

Long term portion of term debt and financing obligations $ 818.2 $ 752.5

(1) Equipment loans have varying maturities from June 2026 to October 2029.

(1) Equipment loans have varying maturities from June 2026 to November 2030.

The Company has made the following draws upon these agreements:

$ 32.4 million in the fiscal year ended January 1, 2023, $ 13.1 million in the fiscal year ended December 31, 2023 and $ 39.1 million in the fiscal year ended December 29, 2024.

$ 13.1 million in the fiscal year ended December 31, 2023, $ 39.1 million in the fiscal year ended December 29, 2024 and $ 104.5 million in the fiscal year ended December 28, 2025.

These draws bear interest ranging from 3.26 % through 7.56 %.

1 unchanged sentence

Balances that are expected to be carried longer than 30 days, the interest rate on the ABL facility as of December 28, 2025 was 5.76 %.

As of December 29, 2024, the minimum debt repayments under term debt and financing obligations consisted of the following:

(in thousands)

2025 $ 16,097

As of December 28, 2025, the minimum debt repayments under term debt and financing obligations, excluding unscheduled equipment loans of $ 49.9 million, consisted of the following:

(in millions)

Thereafter 674.7

5 unchanged sentences

Other Notes Payable and Capital Leases

During the first fiscal quarter of 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 contract terminations and asset purchases and resulted in expense of $ 23.0 million for the fiscal year ended January 1, 2023.

The outstanding payable balance of these transactions was $ 0.5 million as of December 31, 2023.

During the first fiscal quarter of 2020, the Company purchased intellectual property that included a deferred purchase price of $ 0.5 million, of which $ 0.1 million and $ 0.2 million was outstanding as of December 29, 2024 and December 31, 2023, respectively.

Amounts outstanding under notes payable consisted of the following:

(in thousands) As of

Amounts outstanding under other notes payable consisted of the following:

(in millions) As of

December 28, 2025

2 unchanged sentences

Finance lease obligations (1)

Other 100 200

Total notes payable 20.7 21.9

current portion ( 6.5 ) ( 6.9 )

Long term portion of notes payable $ 14,985 $ 19,174

Long term portion of other notes payable

$ 14.2 $ 15.0

(1) See Note 17.

Leases for further discussion on our finance lease obligations.

During the fiscal year ended January 1, 2023, the Company sold an additional $ 5.0 million of notes receivable from IOs for proceeds of $ 5.0 million to a financial institution.

During the fiscal year ended December 31, 2023, the Company sold an additional $ 5.2 million of notes receivable from IOs for proceeds of $ 5.4 million to a financial institution.

During the fiscal year ended December 29, 2024, the Company sold an additional $ 4.6 million of notes receivable from IOs for proceeds of $ 4.9 million to a financial institution.

During the fiscal year ended December 28, 2025, the Company sold an additional $ 5.8 million of notes receivable from IOs for proceeds of $ 6.1 million to a financial institution.

Due to the structure of these transactions, they did not qualify for sale accounting treatment and the Company has recorded the notes payable obligation owed by the IOs to the financial institution on its books;

1 unchanged sentence

The Company services the loans for the financial institution by collecting principal and interest from the IOs and passing it through to the institution.

The underlying notes have various maturity dates through December 2034.

The underlying notes have various maturity dates through October 2035.

The Company partially guarantees the outstanding loans, as discussed in further detail within Note 14.

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Interest expense consisted of the following:

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Company’s ABL facility and other long-term debt $ 40,643 $ 57,881 $ 41,231

Amortization of deferred financing costs 3,154 1,556 1,933

(in millions) For the Fiscal Year Ended December 28, 2025 For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023

Company’s long-term debt $ 40.8 $ 40.6 $ 57.9

Amortization of deferred financing fees 1.4 3.2 1.6

IO loans 0.9 1.1 1.1

2 unchanged sentences

Derivative Financial Instruments

To reduce the effect of interest rate fluctuations, on December 21, 2021, with an effective date of December 31, 2021, the Company entered into an accreting interest rate swap contract with a counter-party to make a series of payments based on a fixed interest rate of 1.39 % and receive a series of payments based on the greater of LIBOR or 0.00 %.

Both the fixed and floating payment streams were based on a notional amount of $ 250 million and have accreted to $ 500 million and are maturing on September 30, 2026.

Effective on September 30, 2022, the Company amended the swap contract to reference the 1-month SOFR plus a credit spread adjustment (“CSA”) of 11.448 basis points, as well as setting the new fixed rate to 1.41 %;

under this amended swap agreement the Company receives a series of payments based on the greater of SOFR plus CSA, or 0.00 %.

On October 12, 2022, the Company entered into a 10 -year swap contract, with an effective date of November 1, 2022, with a counter-party to make a series of payments based on a fixed interest rate of 3.83 % and receive a series of payments based on the greater of the 1-month SOFR or 0.00 %.

In December, 2021, the Company entered into an interest rate swap contract with a counter-party to make a series of payments based on a fixed interest rate of 1.39 % and receive a series of payments based on the greater of LIBOR or 0.00 %.

Both the fixed and floating payment streams were based on a notional amount of $ 500 million and was to mature on September 30, 2026.

However, in September 2025, the Company terminated this interest rate swap contract associated with the Term Loan B, resulting in the receipt of cash proceeds totaling $ 12.1 million which was recorded to Accumulated other comprehensive income (loss) to be amortized into earnings over the remaining term of the hedged loan.

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

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

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

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

Effective November 2022, the Company entered into a 10 -year swap contract with a counter-party to make a series of payments based on a fixed interest rate of 3.83 % and receive a series of payments based on the greater of the 1-month SOFR or 0.00 %.

In conjunction with accelerated payments on the Real Estate Term Loan during the fiscal year ended December 29, 2024, discussed within Note 10.

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Warrant Liabilities

The Company has outstanding private placement warrants ("Warrants") which are accounted for as derivative liabilities pursuant to ASC 815-40.

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

The Warrants had a term of five years .

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

Warrants for additional information on our warrant liabilities.

A reconciliation of the changes in the warrant liability during the fiscal year ended December 28, 2025 is as follows:

(in thousands)

(in millions)

Fair value of warrant liabilities as of December 29, 2024 $ 33.0

Gain on remeasurement of warrant liability ( 22.8 )

Exercise of Warrants ( 10.2 )

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

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

The Company has recorded purchase commitment losses totaling $ 0.5 million for the fiscal year ended December 29, 2024, $ 3.3 million for the fiscal year ended December 31, 2023, and $ 0.0 million for the fiscal year ended January 1, 2023, respectively .

The Company has recorded purchase commitment gains (losses) totaling $ 0.5 million for the fiscal year ended December 28, 2025, $( 0.5 ) million for the fiscal year ended December 29, 2024, and $( 3.3 ) million for the fiscal year ended December 31, 2023, respectively .

FAIR VALUE MEASUREMENTS

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The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of December 28, 2025:

(in thousands) Level I Level II Level III Total

(in millions) Level I Level II Level III Total

Cash and cash equivalents $ 120.4 $ — $ — $ 120.4

Commodity contracts — 89 — 89

Interest rate swaps — 0.8 — 0.8

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Commodity contracts $ — $ 1.2 $ — $ 1.2

Warrants — 33,048 — 33,048

Interest rate swaps $ — $ 1.1 $ — $ 1.1

Debt — 849.6 — 849.6

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(in thousands) Level I Level II Level III Total

(in millions) Level I Level II Level III Total

Cash and cash equivalents $ 56.1 $ — $ — $ 56.1

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Commodity contracts — 1.4 — 1.4

Interest rate swaps — 1,936 — 1,936

Warrants — 33.0 — 33.0

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SHARE-BASED COMPENSATION

For the periods presented, compensation expense included primarily in Selling, distribution, and administrative expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows:

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

For the periods presented, compensation expense included primarily in Selling, general and administrative expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows:

(in millions) For the Fiscal Year Ended December 28, 2025 For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023

RSUs $ 9.9 $ 11.0 $ 9.7

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Pre-tax compensation expense $ 15.3 $ 17.4 $ 15.3

Related income tax benefit ( 3,452 )

Impact to net income $ 4,993

The tax benefit recognized from the share-based compensation expense is nominal for the fiscal years ended December 29, 2024 and December 31, 2023 due to a valuation allowance.

Unrecognized compensation expense related to nonvested share-based compensation grants was as follows:

(in thousands) As of December 29, 2024 As of December 31, 2023

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

RSUs $ 4.1 $ 7.4

PSUs 6,548 6,800

Stock options — —

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At the end of the performance period, the Company’s total stockholder return position is ranked relative to the total stockholder returns of each member of the performance peer group that remains within the performance peer group for the entire performance period.

The total number of PSUs that vest is based on the ranking of the Company’s total stockholder return relative to the total stockholder return of each of the Company’s peer companies, and ranges from a 200 % payout for ranking in the 90th percentile or above to 0 % payout for ranking below the 30th percentile with percentiles interpolated between these payouts.

For fiscal years 2024 and 2025, the ranges are from 200 % payout for ranking in the 75th percentile or above to 0 % payout for ranking below the 25th percentile.

PSUs that become vested also generally entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the PSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the PSUs are forfeited).

Because the PSUs vest based on market conditions, Monte Carlo simulation models were used to determine the grant-date fair value of the PSUs.

The assumptions used in the Monte Carlo simulation models included weighted average expected terms ranging from 2.8 years to 3.0 years, weighted average expected volatility ranging from 40.0 % to 53.6 %, and weighted average risk-free rates ranging from 0.2 % to 4.0 %.

The assumptions used in the Monte Carlo simulation models for grants occurring in fiscal years ended December 31, 2023, December 29, 2024 and December 28, 2025 included weighted average expected terms ranging from 2.9 years to 3.0 years, weighted average expected volatility ranging from 35.0 % to 40.0 %, and weighted average risk-free rates ranging from 3.9 % to 4.3 %.

PSUs and RSUs Number of Units Weighted-average grant date fair value for equity awards (per unit) Weighted Average Remaining Contractual Term

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Stock Options

The Company granted its Executive Leadership Team non-qualified stock options exercisable for Class A Common Stock of the Company, provided that the exercise of such stock options was contingent upon the Company filing a registration statement on Form S-8 with the SEC, which occurred on November 2, 2020.

For non-cash, stock-based awards exchanged for employee services, the Company measures stock-based compensation on the grant date, based on the fair value of the award, and recognizes expense over the requisite service period, which for the Company is generally the vesting period.

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These inputs are subjective and generally require significant analysis and judgment to develop.

For all grants during fiscal year 2022, the Company calculated the expected term based on the simplified method as allowable under ASC 718 due to a lack of sufficient trading history for the Company’s Class A Common Stock.

The use of this method effectively assumes that exercise occurs evenly over the period from vesting until expiration, and therefore the expected term is the midpoint between the service period and the contractual term of the award.

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Stock options issued under the 2020 Plan are subject to time-based vesting, continued employment, and other conditions outlined in the 2020 Plan with the fair value determined using the Black-Scholes Option Pricing Model.

On January 31, 2022, the Company granted its Executive Leadership Team stock options exercisable for Class A Common Stock of the Company pursuant to the terms set forth above, and 100 % of these options vested and became exercisable on December 31, 2024.

The Company granted stock options with an aggregate of 377,550 shares of Class A Common Stock underlying such options, on January 31, 2022, and the exercise price of these options is the Company’s closing share price of $ 15.51 on January 31, 2022.

The fair value of each stock option granted was determined to be $ 6.06 using the Black-Scholes Option Pricing Model based on an expected volatility of 40.0 %, expected option term of approximately 6.4 years, and risk-free rate of return of 1.4 %.

The risk-free rates are based on the implied yield available on U.S.

Treasury zero-coupon issues with an equivalent remaining term.

In May 2022, an additional 16,923 stock option awards were granted.

Stock Options Number of Units Weighted-Average Grant Date Fair Value for Equity Awards (per unit) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1)

Outstanding at beginning of fiscal year 2025 649,930 $ 6.05 6.5 Years

Outstanding and exercisable at beginning of fiscal year 2025 255,457 6.11 5.7 Years

Vested 394,473 —

Forfeited — —

Outstanding and exercisable at end of fiscal year 2024 394,473 $ 6.01 0.0 Years 0.00

Outstanding and exercisable at end of fiscal year 2025.

649,930 $ 6.05 5.5 Years 0.00

(1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the stock option had been exercised on the last day of the respective fiscal period.

Stock options with a market value less than its exercise value are not included in the intrinsic value amount.

The Stock options outstanding and exercisable at December 28, 2025 result in an aggregate intrinsic value of zero as their market value is less than their exercise value.

Employee Stock Purchase Plan

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The ESPP permits participants to purchase the Company’s Class A Common Stock at a purchase price of not less than 85 % of the lesser of (i) the “fair market value” of a share on the first day of a purchase period, rounded up to the nearest whole cent per share and (ii) the “fair market value” of a share on the purchase date of such purchase period, rounded up to the nearest whole cent per share, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”) and the ESPP.

The purchase price used was 92.5 % in fiscal year ended January 1, 2023 and 95 % in each of the fiscal years ended December 31, 2023 and December 29, 2024.

The purchase price used was 95 % in each of the fiscal years ended December 31, 2023, December 29, 2024, and December 28, 2025.

The maximum number of shares of the Company’s Class A Common Stock available for sale under the ESPP shall not exceed in the aggregate 1,500,000 shares and may be unissued shares or treasury shares or shares bought on the market for purposes of the ESPP.

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For the fiscal year ended December 29, 2024, the Company granted 48,961 shares with a fair value of $ 0.9 million, and the Company recognized compensation expense of $ 0.2 million.

For the fiscal year ended January 1, 2023, the Company granted 138,096 shares with a fair value of $ 2.0 million, and the Company recognized compensation expense of $ 0.4 million.

For the fiscal year ended December 31, 2023, the Company granted 99,788 shares with a fair value of $ 1.5 million, and the Company recognized compensation expense of $ 0.3 million.

CONTINGENCIES

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The outstanding balance of notes purchased by Bank of America at December 28, 2025 and December 29, 2024 was $ 12.5 million and $ 11.7 million, respectively.

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

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

the corresponding notes receivable also remain in the Company’s Consolidated Balance Sheets.

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SUPPLEMENTARY CASH FLOW INFORMATION

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

(in millions) For the Fiscal Year Ended December 28, 2025 For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023

Cash paid for interest $ 44.9 $ 45.0 $ 46.9

Refunds related to income taxes $ 154 $ 1,686 $ 4,663

Payments for income taxes $ 28,877 $ 8,820 $ 6,988

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

In addition, refer to Note 16.

Income Taxes for the refunds and payments related to income taxes;

Leases for finance and operating lease additions.

The Company is subject to federal and state income taxes with respect to our allocable share of any taxable income or loss of UBH, as well as any standalone income or loss the Company generates.

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

The provision (benefit) for income taxes was as follows:

(in thousands)

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

The Company’s (Loss) income from continuing operations before income taxes is summarized below based on the geographic location of the operation to which such earnings and income taxes are attributable:

(in millions)

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

United States $ ( 0.6 ) $ 69.4 $ ( 39.2 )

(Loss) income from continuing operations before income taxes $ ( 0.6 ) $ 69.4 $ ( 39.2 )

The provision for income taxes was as follows:

(in millions)

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

Federal $ 3.6 $ 21.4 $ 7.8

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Total $ 7.1 $ 38.7 $ 0.8

A reconciliation of the expected statutory federal tax and the total income tax (benefit) expense was as follows:

(in thousands) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

A reconciliation of the of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to Loss before income taxes after the adoption of ASU 2023-09 is as follows:

For the Fiscal Year Ended December 28, 2025

(in millions) Percent

Federal Statutory Rate $ ( 0.1 ) 21.0 %

State Income Taxes, net of federal income tax effect 1

0.7 ( 116.7 ) %

Investment Tax Credits ( 1.1 ) 183.3 %

Production Tax Credits ( 0.7 ) 116.7 %

Changes in Valuation Allowances 10.3 ( 1,716.7 ) %

Nontaxable and Nondeductible items

Remeasurement of Warrant Liability ( 4.8 ) 800.0 %

Noncontrolling interest in UBH 2.4 ( 400.0 ) %

IRC §162(m) 0.5 ( 83.3 ) %

Nondeductible Expenses ( 0.2 ) 33.3 %

Other Adjustments

Investment in UBH 0.6 ( 100.0 ) %

Return to Provision ( 0.5 ) 79.1 %

Provision for income taxes $ 7.1 ( 1,183.3 ) %

(1) Pennsylvania contributes to a majority (greater than 50%) of the tax effect in this category.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to (Loss) income before taxes for years prior to the adoption of ASU 2023-09 is as follows:

(in millions)

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

Federal Statutory Rate (21%)

$ 14.6 $ ( 8.2 )

State Income Taxes, net of federal benefit 5.8 ( 0.5 )

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Gain on Sale to Our Home 12.5 —

Credits ( 27 ) ( 41 ) ( 201 )

IRC §162(m) 0.3 1.4

Nondeductible expenses 71 88 12

Other ( 13 ) ( 113 ) 386

$ 38,730 $ 757 $ ( 23,919 )

Provision for income taxes

The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 28, 2025 and December 29, 2024:

(in thousands)

(in millions)

As of December 28, 2025 As of December 29, 2024

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Net deferred tax liabilities $ ( 126.6 ) $ ( 123.7 )

The amount of income taxes paid, net of amounts refunded received, were as follows:

(in millions)

As of December 28, 2025

Jurisdictions:

Federal $ 2.3

State and local

Pennsylvania 0.3

Other states and localities 0.7

Income taxes paid, net of amounts refunded $ 3.5

The amount of cash income taxes paid, net of amounts refunded, by the Company for the fiscal years ended December 29, 2024 and December 31, 2023 was $ 28.7 million and $ 7.1 million, respectively.

Purchased Tax Credits

In December 2025, the Company purchased transferable income tax credits (generated under IRC §45Z/48) with an aggregate gross value of $ 17.9 million.

The purchased credits are refundable under applicable law.

Credits eligible for carryback may be applied to taxable periods ending 2022 through 2024, subject to statutory limitations and the availability of tax liability in those periods.

Because the Company realized the full benefit of the purchased credits through utilization and expected carrybacks within the year ended December 28, 2025, the entire benefit was recognized as a $ 1.8 million reduction to income tax expense for 2025.

As of December 28, 2025, no unutilized purchased credits remain recorded on the Consolidated Balance Sheets.

Net Operating Loss and Tax Credit Carryforward

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The Company recorded a valuation allowance of $ 66.8 million and $ 48.7 million at December 28, 2025 and December 29, 2024, respectively.

In determining the need for a valuation allowance, the Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing deferred tax assets ("DTA's”).

As of December 28, 2025, a significant piece of objective negative evidence evaluated was the three-year cumulative loss before taxes.

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

The Company determined that there is uncertainty regarding the utilization of certain DTA's such as some of the investment in UBH, federal operating losses subject to annual limitations due to "change in ownership” provisions, and state net operating losses where the Company does not expect to continue to have nexus.

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

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

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

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

In weighing positive and negative evidence, both objective and subjective, including its three-year cumulative loss and the ability to offset DTA’s with definite lived DTL’s, the Company has recorded a valuation allowance against its DTA’s related to net operating losses and deductible book/tax differences and recorded a DTL primarily related to the book over tax basis in the investment in the partnership that will not reverse in the ordinary course of operations.

The Company determined that there is uncertainty regarding the utilization of certain DTAs such as the investment in UBH, federal operating losses subject to annual limitations due to "change in ownership” provisions, and state net operating losses where the Company does not expect to continue to have nexus.

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

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

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

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

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

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

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

The net change in valuation allowance of $ 11.8 million was recorded as an increase to income tax expense for $ 7.6 million and an adjustment to equity for $ 4.2 million.

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

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

The net change in valuation allowance of $ 18.1 million was recorded as an increase to income tax expense of $ 10.3 million and adjustment to equity for $ 7.8 million.

As of December 28, 2025, tax years 2022 through 2025 remain open and subject to examination by the Internal Revenue Service and the majority of the states where the Company has nexus, and tax years 2021 through 2025 remain open and subject to examination in selected states that have a four year statute of limitations.

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The Company has a total liability of $ 56.2 million related to its projected obligations under the TRA.

The total TRA liability includes $ 24.4 million that relates to the business combination and $ 23.9 million that relates to equity transactions that occurred during the fourth quarter of 2020, the third quarter of 2021, the third quarter of 2024, and the fourth quarter of 2024.

The Company recorded a partial valuation allowance on its DTA, that fully covers the tax basis that originated with the equity transactions that occurred during the aforementioned periods as they are not more likely than not to be realized based on the positive and negative evidence that the Company considered.

The total TRA liability includes $ 23.0 million that relates to the business combination and $ 1.0 million that relates to equity transactions that occurred during prior quarters.

The Company recorded a valuation allowance on its DTA, that fully covers the tax basis that originated with the equity transactions that occurred during the aforementioned periods as they are not more likely than not to be realized based on the positive and negative evidence that the Company considered.

The Company has not recorded the $ 32.2 million of TRA liability that relates to the equity transactions that occurred during the prior periods as the liability is not probable under ASC 450 since the related DTA is not more likely than not to be realized as evidenced by the valuation allowance.

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Our leases primarily relate to building space, vehicles, and equipment.

Our leases generally have remaining terms ranging from one month to twelve years .

We separate non-lease components from vehicles leases and do not separate non-lease components from our building leases for the purposes of measuring our lease liabilities and assets.

Our leases generally have remaining terms ranging from one month to thirty years .

We separate non-lease components from vehicle leases and do not separate non-lease components from our building leases for the purposes of measuring our lease liabilities and assets.

Our leases consist of operating leases, which are presented within current accrued expenses and other , non-current accrued expenses and other , and finance leases, which are presented within current portion of other notes payable , and non-current portion of other notes payable on our consolidated balance sheets.

4 unchanged sentences

Expenses associated with our finance leases consist of two components, including interest on our outstanding finance lease obligations and amortization of the related ROU assets.

The interest component is recorded in interest expense, and depreciation of the finance lease asset is recognized on a straight-line basis over the term of the lease within Cost of goods sold and Selling expenses, and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The interest component is recorded in interest expense, and depreciation of the finance lease asset is recognized on a straight-line basis over the term of the lease within Cost of goods sold and Selling, general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Our leases do not contain material residual value guarantees or material restrictive covenants.

Some of our leases include optional renewal periods or termination provisions which we assess at inception to determine the term of the lease, subject to reassessment in certain circumstances.

The following table presents lease expense we have recorded on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023:

(in thousands)

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

The following table presents lease expense we have recorded on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023:

(in millions)

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

Finance lease expense:

Amortization of finance ROU asset

$ 3.0 $ 3.2 $ 3.0

Interest of finance ROU asset

3 unchanged sentences

Total lease expense $ 51.4 $ 38.5 $ 30.7

(1) Included variable and short-term lease expense of $ 5.2 million and $ 8.1 million, respectively, for the fiscal year ended December 29, 2024, $ 4.6 million and $ 5.3 million, respectively, for the fiscal year ended December 31, 2023 and $ 3.2 million and $ 3.8 million, respectively, for the fiscal year ended January 1, 2023.

(1) Included variable and short-term lease expense of $ 5.9 million and $ 9.3 million, respectively, for the fiscal year ended December 28, 2025, $ 5.2 million and $ 8.1 million, respectively, for the fiscal year ended December 29, 2024 and $ 4.6 million and $ 5.3 million, respectively, for the fiscal year ended December 31, 2023.

Finance leases, net, are included in Property, Plant and Equipment, net as follows:

(in thousands)

(in millions)

December 28, 2025 As of

4 unchanged sentences

Maturities of lease liabilities as of December 28, 2025:

(in thousands)

(in millions)

Operating Leases Finance Leases Total

10 unchanged sentences

As of December 28, 2025 As of December 29, 2024

(in thousands, except lease term and discount rate) Operating Leases Finance Leases Operating Leases Finance Leases

(in millions, except lease term and discount rate) Operating Leases Finance Leases Operating Leases Finance Leases

ROU asset, non-current (1)

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(1) Finance ROU assets are reflected within property, plant, and equipment, net on our consolidated balance sheets and operating leases ROU assets are reflected within other assets on our consolidated balance sheets.

(2) During the fiscal year ended December 29, 2024, the Company entered into an operating lease agreement related to a distribution center in Hanover, PA for a term of 29.9 years utilizing an incremental borrowing rate of 8.25 %.

The following table presents other information related to leases for the fiscal year ended December 29, 2024, December 31, 2023 and January 1, 2023 (in thousands):

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

The following table presents other information related to leases for the fiscal year ended December 28, 2025, December 29, 2024 and December 31, 2023 (in millions):

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

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$ 27.5 $ 20.0 $ 16.7

Operating cash flows from finance leases

$ 0.7 $ 0.7 $ 0.6

Financing cash flows from finance leases

$ 3.0 $ 3.2 $ 3.0

Leased assets obtained in exchange for new lease liabilities:

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

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

(in millions) 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

Materials 629.3 641.0 670.7

Conversion costs (a) 181,747 220,697 220,168

Other cost of goods sold (b) 91,714 90,323 83,360

Gross profit 494,777 456,486 449,057

Delivery (c) 85,578 72,939 83,562

Marketing (d) 18,954 11,295 10,042

Selling expenses (e) 201,619 189,689 200,457

Administrative expenses (f) 129,642 159,196 150,343

Total selling, distribution, and administrative expenses 435,793 433,119 444,404

(Loss) gain on sale of assets, net ( 78 ) ( 7,350 ) 691

Conversion costs (b) 180.6 181.7 220.7

Delivery (a)(d) 83.9 85.6 72.9

Other cost of goods sold (a)(c) 186.7 131.8 123.1

Gross profit (a) 358.3 369.1 350.8

Marketing (e) 25.6 19.0 11.3

Selling expenses (a)(f) 178.1 161.6 156.9

General and Administrative expenses (g) 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) income, net

( 20.1 ) 10.5 ( 55.2 )

(Loss) income before income taxes

( 0.6 ) 69.4 ( 39.2 )

Gain on remeasurement of warrant liability 10,224 2,232 720

Other income (expenses), net 10,561 ( 55,292 ) ( 43,304 )

Income (loss) before income taxes 69,467 ( 39,275 ) ( 37,960 )

Income tax expense (benefit) 7.1 38.7 0.8

Net income (loss) $ ( 7.7 ) $ 30.7 $ ( 40.0 )

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

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

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

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

(e) Selling costs include people costs, selling operations, co-op advertising and other customer expenses, broker fees, royalties, and other selling related costs.

(f) Administrative expenses costs of administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from the transaction services agreements entered into as discussed within Note 2.

(a) As discussed in Change in Accounting Policy within Note 1.

Operations and Summary of Significant Accounting Policies the company revised the presentation related to costs associated with operating its inter-location logistics, DSD distribution centers and outbound shipping and handling activities.

The change in presentation has been applied retrospectively to all periods presented within our segment presentation.

See below for a reconciliation of those changes:

For the Fiscal Year Ended December 29, 2024

(in millions) As reported Effect of change As adjusted

Cost of goods sold

Delivery $ — $ 85.6 $ 85.6

Other cost of goods sold 91.8 40.0 131.8

Gross profit 494.7 ( 125.6 ) 369.1

Selling, general and administrative expenses

Delivery 85.6 ( 85.6 ) —

Selling expenses 201.6 ( 40.0 ) 161.6

For the Fiscal Year Ended December 31, 2023

(in millions) As reported Effect of change As adjusted

Cost of goods sold

Delivery $ — $ 72.9 $ 72.9

Other cost of goods sold 90.3 32.8 123.1

Gross profit 456.5 ( 105.7 ) 350.8

Selling, general and administrative expenses

Delivery 72.9 ( 72.9 ) —

Selling expenses 189.7 ( 32.8 ) 156.9

(b) Conversion costs includes direct labor, indirect labor, and overhead expenses.

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

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

(f) Selling costs include people costs, selling operations, co-op advertising and other customer expenses, broker fees, royalties, and other selling related costs.

(g) General and administrative expenses costs of administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from the transaction services agreements entered into as discussed within Note 2.

Divestitures .

As of each of December 29, 2024 and December 31, 2023, there were 7,200,000 Warrants outstanding that are exercisable for shares of Class A Common Stock and expire in August 2025.

The Warrants are exercisable on a cashless basis, at the holder’s option, and are non-redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees.

If the Warrants are held by someone other than the initial purchasers or their permitted transferees, the Warrants will be redeemable by the Company and exercisable by such holders as set forth in the warrant agreement with respect to such warrants.

The Warrants are accounted for as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, due to certain settlement provisions in the corresponding warrant agreement that do not meet the criteria to be classified in stockholders’ equity.

Pursuant to ASC 815-40, the Warrants are classified as a liability at fair value on the Company’s Consolidated Balance Sheet, and the change in the fair value of such liability in each period is recognized as a non-cash gain or loss in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized.

The remeasurement of the warrant liability resulted in a gain of $ 10.2 million for the fiscal year ended December 29, 2024 and $ 2.2 million for the fiscal year ended December 31, 2023, and $ 0.7 million for the fiscal year ended January 1, 2023.

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

The Warrants had a term of five years .

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

The Warrants were accounted for as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, due to certain settlement provisions in the corresponding warrant agreement that did not meet the criteria to be classified in stockholders’ equity.

Pursuant to ASC 815-40, the Warrants were classified as a liability at fair value on the Company’s Consolidated Balance Sheets, and the change in the fair value of such liability in each period was recognized as a non-cash gain or loss in Gain on remeasurement of warrant liability in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

The Warrants were deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized.

The remeasurement of the warrant liability resulted in a gain of $ 22.8 million for the fiscal year ended December 28, 2025 and $ 10.2 million for the fiscal year ended December 29, 2024, and $ 2.2 million for the fiscal year ended December 31, 2023.

Such gains are not attributable to the noncontrolling interest.

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As of December 28, 2025 and December 29, 2024 there were 55,349,000 and 57,349,000 shares of Class V Common Stock outstanding, respectively.

On July 9, 2024 and again on November 8, 2024, noncontrolling interests exchanged 1,000,000 Common Company Units together with the surrender and cancellation of the same number of shares of Class V Common Stock for an equal number of shares of Class A Common Stock.

In both July 2024 and November 2024, noncontrolling interests exchanged 1,000,000 Common Company Units and in January 2025, noncontrolling interest exchanged 2,000,000 Common Company Units together with the surrender and cancellation of the same number of shares of Class V Common Stock for an equal number of shares of Class A Common Stock.

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

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Diluted earnings per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding.

There is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company's net loss position.

The potentially dilutive securities that would be anti-dilutive due to the Company's net loss are not included in the calculation of diluted net loss per share attributable to controlling interest.

There is no difference in the number of shares used to calculate basic and diluted shares outstanding when the Company is in a net loss position.

The potentially dilutive securities that would be anti-dilutive when the Company is in a net loss position are not included in the calculation of diluted net loss per share attributable to controlling interest.

The anti-dilutive securities are included in the table below.

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Share-Based Compensation for further information on the share-based awards considered in the diluted earnings per share computation.

The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per

(in thousands, except share data) For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per share:

(in millions, except share data) 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 income (loss) attributable to controlling interest $ 0.8 $ 15.9 $ ( 24.9 )

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Weighted average Class V Common Stock not subject to earnings per share calculation 55,425,923 58,725,374 59,349,000

Net (income) loss attributable to noncontrolling interest $ ( 14,763 ) $ 15,095 13,649

The diluted earnings per share computation excludes the effect of certain RSUs and stock options granted to directors and management which convert into, or are exercisable for, shares of Class A Common Stock upon vesting as their inclusion would have been anti-dilutive.

Anti-dilutive securities excluded from diluted earnings per share calculation:

(in thousands)

For the Fiscal Year Ended December 29, 2024 For the Fiscal Year Ended December 31, 2023 For the Fiscal Year Ended January 1, 2023

Net loss (income) attributable to noncontrolling interest $ 8.5 $ ( 14.8 ) 15.1

The diluted earnings per share computation includes the effect of the Warrants for the period in which they were outstanding.

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

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

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

Warrants — — 1,882,627

1 unchanged sentence

PSUs 419,290 194,695 125,958

Stock options 649,930 — —

Shares of the Company’s Class V Common Stock do not participate in earnings of the Company and, therefore, are not participating securities.

The PSUs, RSUs granted to our directors and certain employees in fiscal year 2020, and 2020 LTIP RSUs were not considered participating securities despite the holders of these stock-based compensation awards being entitled to participate in dividends declared on Class A Common Stock, if and when declared, on a one -to-one per-share basis, because the dividends are only payable upon full vesting of the awards, and as such, the dividend is forfeitable.

The net income attributable to the noncontrolling interest was $ 14.8 million for the fiscal year ended December 29, 2024, net loss attributable to non-controlling interest of $ 15.1 million for the fiscal year ended December 31, 2023, and net loss attributable to non-controlling interest of $ 13.6 million for the fiscal year ended January 1, 2023, respectively.

The net loss attributable to the noncontrolling interest was $ 8.5 million for the fiscal year ended December 28, 2025, net income attributable to non-controlling interest of $ 14.8 million for the fiscal year ended December 29, 2024, and net loss attributable to non-controlling interest of $ 15.1 million for the fiscal year ended December 31, 2023, respectively.

SUBSEQUENT EVENTS

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 extended 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 remain unchanged.

In January 2025, noncontrolling interest exchanged an additional 2,000,000 Common Company Units together with the surrender and cancellation of the same number of shares of Class V Common Stock for an equal number of shares of Class A Common Stock.

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

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

QUARTERLY FINANCIAL DATA (UNAUDITED)

As discussed in Change in Accounting Policy within Note 1.

Operations and Summary of Significant Accounting Policies , the Company changed its presentations 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 Statement of Operations.

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

The following tables present the summarized financial information for each of the quarters of 2025 and 2024 revised to reflect this change in accounting policy:

Thirteen Weeks Ended

(in millions)

March 30, 2025 June 29, 2025 September 28, 2025 December 28, 2025

Cost of goods sold

$ 269.7 $ 271.4 $ 286.3 $ 253.1

$ 82.4 $ 95.3 $ 91.5 $ 89.1

$ 41.5 $ 54.3 $ 53.0 $ 54.9

Thirteen Weeks Ended

(in millions)

March 31, 2024 June 30, 2024 September 29, 2024 December 29, 2024

Cost of goods sold

$ 258.0 $ 261.1 $ 267.1 $ 253.9

$ 88.5 $ 95.1 $ 98.4 $ 87.1

$ 42.5 $ 44.2 $ 47.5 $ 46.4

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data