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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 147 added, 86 removed, 459 unchanged (34% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

March 29, 2026 and December 28, 2025

June 28, 2026 and December 28, 2025

(In millions, except share information)

March 29, 2026

June 28, 2026

As of December 28, 2025

1 unchanged sentence

Cash and cash equivalents $ 58.6 $ 120.4

Accounts receivable, less allowance of $ 3.3 for each period

Accounts receivable, less allowance of $ 3.5 and $3.3, respectively

Inventories 128.7 119.3

28 unchanged sentences

1,000,000,000 shares authorized;

88,430,658 and 87,509,774 shares issued and outstanding as of March 29, 2026 and December 28, 2025, respectively

88,548,477 and 87,509,774 shares issued and outstanding as of June 28, 2026 and December 28, 2025, respectively

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

61,249,000 shares authorized;

55,349,000 shares issued and outstanding as of both March 29, 2026 and December 28, 2025

55,349,000 shares issued and outstanding as of both June 28, 2026 and December 28, 2025

Additional paid-in capital 1,042.4 1,037.0

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen weeks ended March 29, 2026 and March 30, 2025

For the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025

(In millions, except share information)

Thirteen weeks ended March 29, 2026 Thirteen weeks ended March 30, 2025

Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Net sales $ 371.8 $ 366.7 $ 733.1 $ 718.8

5 unchanged sentences

Total selling, general, and administrative expenses 101.3 88.0 186.7 165.4

Gain on sale of assets, net 1.3 0.7

Income from operations 7.8 5.7

Other loss, net

(Loss) gain on sale of assets, net ( 0.4 ) ( 0.9 ) 0.9 ( 0.2 )

(Loss) income from operations ( 5.5 ) 6.4 2.3 12.1

Other (loss) income, net

Interest expense ( 10.7 ) ( 11.4 ) ( 21.1 ) ( 22.9 )

Loss on debt extinguishment — — — ( 0.5 )

Other income 0.8 0.4

Other (loss) income — ( 0.6 ) 0.8 ( 0.2 )

Gain on remeasurement of warrant liability — 12.5 — 23.5

Other loss, net ( 9.6 ) ( 0.6 )

Other (loss) income, net ( 10.7 ) 0.5 ( 20.3 ) ( 0.1 )

(Loss) income before taxes ( 16.2 ) 6.9 ( 18.0 ) 12.0

Income tax expense (benefit) 0.6 ( 0.6 )

Income tax (benefit) expense ( 0.2 ) ( 3.2 ) 0.4 ( 3.8 )

Net (loss) income ( 16.0 ) 10.1 ( 18.4 ) 15.8

8 unchanged sentences

Net (loss) income $ ( 16.0 ) $ 10.1 $ ( 18.4 ) $ 15.8

Other comprehensive income (loss):

Other comprehensive (loss) income:

Change in fair value of interest rate swap ( 1.8 ) ( 3.8 ) 0.5 ( 10.2 )

Comprehensive loss ( 0.1 ) ( 0.7 )

Net comprehensive (income) loss attributable to noncontrolling interest ( 0.2 ) 4.3

Comprehensive (loss) income ( 17.8 ) 6.3 ( 17.9 ) 5.6

Net comprehensive loss attributable to noncontrolling interest 6.6 1.9 6.4 6.2

Net comprehensive (loss) income attributable to controlling interest $ ( 11.2 ) $ 8.2 $ ( 11.5 ) $ 11.8

2 unchanged sentences

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen weeks ended March 29, 2026 and March 30, 2025

For the thirteen weeks ended June 28, 2026 and June 29, 2025

(In millions, except share information)

12 unchanged sentences

Balance at March 30, 2025 86,061,753 $ — 55,349,000 $ — $ 1,014.5 $ ( 303.7 ) $ 9.2 $ 720.0 $ 652.1 $ 1,372.1

Share-based compensation 83,501 — — 2.7 — — 2.7 — 2.7

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

Cash dividends declared — — — ( 5.2 ) — ( 5.2 ) — ( 5.2 )

Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 )

Other comprehensive loss — — — — ( 2.3 ) ( 2.3 ) ( 1.5 ) ( 3.8 )

Balance at June 29, 2025 86,145,254 $ — 55,349,000 $ — $ 1,017.2 $ ( 298.4 ) $ 6.9 $ 725.7 $ 646.7 $ 1,372.4

Balance at December 28, 2025 87,509,774 $ — 55,349,000 $ — $ 1,037.0 $ ( 326.6 ) $ 3.3 $ 713.7 $ 631.2 $ 1,344.9

4 unchanged sentences

Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 )

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

Shares Amount Shares Amount

Other comprehensive income — — — — 1.4 1.4 0.9 2.3

Balance at March 29, 2026 88,430,658 $ — 55,349,000 $ — $ 1,039.2 $ ( 334.4 ) $ 4.7 $ 709.5 $ 627.9 $ 1,337.4

Share-based compensation 117,819 — — 3.2 — — 3.2 — 3.2

Net loss — — — ( 10.1 ) — ( 10.1 ) ( 5.9 ) ( 16.0 )

Cash dividends declared — — — ( 5.6 ) — ( 5.6 ) — ( 5.6 )

Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 )

Other comprehensive loss — — — — ( 1.1 ) ( 1.1 ) ( 0.7 ) ( 1.8 )

Balance at June 28, 2026 88,548,477 $ — 55,349,000 $ — $ 1,042.4 $ ( 350.1 ) $ 3.6 $ 695.9 $ 617.8 $ 1,313.7

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the thirteen weeks ended March 29, 2026 and March 30, 2025

For the twenty-six weeks ended June 28, 2026 and June 29, 2025

(In millions)

Thirteen weeks ended March 29, 2026 Thirteen weeks ended March 30, 2025

Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Cash flows from operating activities

1 unchanged sentence

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Impairment and other charges 0.2 0.6

Depreciation and amortization 45.4 40.0

Gain on remeasurement of warrant liability — ( 23.5 )

Gain on sale of assets ( 1.3 ) ( 0.7 )

(Gain) loss on sale of assets ( 0.9 ) 0.2

Loss on debt extinguishment — 0.5

25 unchanged sentences

Net cash (used in) provided by financing activities ( 31.8 ) 73.7

Net (decrease) increase in cash and cash equivalents ( 46.7 ) 6.6

Net decrease in cash and cash equivalents ( 61.8 ) ( 1.5 )

Cash and cash equivalents at beginning of period 120.4 56.1

32 unchanged sentences

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

The Company has reserves in place of $ 17.7 million as of March 29, 2026, which included adjustments taken by customers of $ 16.7 million that were awaiting final processing as of such date, and had reserves of $ 26.9 million as of December 28, 2025, which included adjustments taken by customers of $ 15.4 million that were awaiting final processing as of such date.

The Company has reserves in place of $ 21.9 million as of June 28, 2026, which included adjustments taken by customers of $ 20.3 million that were awaiting final processing as of such date, and had reserves of $ 26.9 million as of December 28, 2025, which included adjustments taken by customers of $ 15.4 million that were awaiting final processing as of such date.

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

7 unchanged sentences

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.

The Company early adopted this guidance during the thirteen weeks ended June 28, 2026 which did not have a material impact on the consolidated financial statement.

The primary impact of adoption is the modification of pre-existing hedge documentation and expanded flexibility in managing interest rate elections under existing credit agreements.

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.

16 unchanged sentences

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

Thirteen weeks ended March 30, 2025

Thirteen weeks ended June 29, 2025

(in millions) As reported

5 unchanged sentences

85.8 ( 31.5 ) $ 54.3

Twenty-six weeks ended June 29, 2025

(in millions) As reported

Effect of change

Cost of goods sold

$ 473.8 $ 67.3 $ 541.1

Gross profit 245.0 ( 67.3 ) $ 177.7

Gross margin 34.1 % ( 9.4 ) % 24.7 %

163.1 ( 67.3 ) $ 95.8

Goodwill - The Company performed its latest qualitative impairment analysis on the first day of the fourth quarter of 2025 and concluded that goodwill was not impaired.

During the thirteen weeks ended March 29, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization.

As of March 29, 2026, the Company's market capitalization was below its book value.

The Company performed an interim impairment assessment and concluded that goodwill was not impaired as of March 29, 2026.

During the twenty-six weeks ended June 28, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization.

As of June 28, 2026, the Company's market capitalization was below its book value.

The Company performed an interim impairment assessment and concluded that goodwill was not impaired as of June 28, 2026.

In performing this assessment, the Company considered the relationship between its fair value and book value, economic conditions, industry trends, operating performance, and forecast of future cash flows.

However, the Company believes that goodwill is at risk of impairment, and further declines in its share price or changes in actual results or key assumptions from those used in the impairment analysis could result in a material impairment in future periods.

Subsequent to June 28, 2026, the Company entered into a definitive agreement to be acquired for $ 14.25 per share (see Note 16.

Subsequent Event s).

The implied value of the consideration to be paid in the transaction exceeds the carrying value of the Company's net assets, which the Company considers to be additional evidence supporting the value of its goodwill.

Share Repurchase Program - On February 10, 2026, the Board of Directors authorized a $ 50 million share repurchase program.

There is no expiration date on the program.

For the thirteen weeks ended March 29, 2026, no shares were repurchased under this program.

For the twenty-six weeks ended June 28, 2026, no shares were repurchased under this program.

Under the Merger Agreement (as defined within Note 16.

Subsequent Events) , the Company is prohibited from repurchasing shares of Class A Common Stock, subject to limited exceptions.

Subsequent Events for further discussion on the proposed transaction with Intersnack Group.

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

7 unchanged sentences

(in millions)

March 29, 2026

June 28, 2026

As of December 28, 2025

3 unchanged sentences

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

(in millions) Thirteen weeks ended March 29, 2026

(in millions) Twenty-six weeks ended June 28, 2026

Receivables sold

Receivables collected and remitted to financial institutions (1)

The loss on sale of receivables from continuing operations represents the discount taken by third-party financial institutions and was $ 0.8 million for the thirteen weeks ended March 29, 2026 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 March 29, 2026 or December 28, 2025, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements.

(1) The Company has multiple receivable sales programs;

however, is responsible for collecting and remitting receivables under only one of the programs.

The loss on sale of receivables from continuing operations represents the discount taken by third-party financial institutions and was $ 0.6 million and $ 1.4 million for the thirteen weeks ended June 28, 2026 and twenty-six weeks ended June 28, 2026, respectively, 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 June 28, 2026 or 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 millions)

March 29, 2026

June 28, 2026

As of December 28, 2025

6 unchanged sentences

(in millions)

March 29, 2026

June 28, 2026

As of December 28, 2025

7 unchanged sentences

Property, plant and equipment, net $ 379.7 $ 379.2

Depreciation expense was $ 13.2 million and $ 9.4 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively.

Depreciation expense was $ 13.6 million and $ 11.9 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, and $ 26.8 million and $ 21.3 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

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

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

The carrying value of these assets in the amount of $ 10.4 million has been reported as Assets held for sale on the Consolidated Balance Sheets as of March 29, 2026.

During May 2026, the Company sold one property in Hanover, PA for $ 1.2 million that was previously reported in Assets held for sale.

No impairment was recognized on the sale.

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

The carrying value of these assets in the amount of $ 9.1 million has been reported as Assets held for sale on the Consolidated Balance Sheets as of June 28, 2026.

No impairment has been recognized on these assets.

5 unchanged sentences

(in millions)

March 29, 2026

June 28, 2026

As of December 28, 2025

8 unchanged sentences

Intangible assets, net $ 948.5 $ 963.9

Amortization of distributor/customer relationships, technology and trademarks amounted to $ 9.0 million for both the thirteen weeks ended March 29, 2026 and March 30, 2025.

Amortization of distributor/customer relationships and trademarks amounted to $ 9.0 million for both the thirteen weeks ended June 28, 2026 and June 29, 2025, and $ 18.0 million for both the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

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

1 unchanged sentence

Contracts are executed between the Company and its independent operators (“IOs”) for the sale of product distribution routes, including notes in favor of the Company, in certain cases.

The notes bear interest at rates ranging from 7.00 % to 13.00 % with original terms ranging generally from one to eight years .

The notes receivable balances due from IOs at both March 29, 2026 and December 28, 2025 totaled $ 14.8 million and are collateralized by the routes for which the loans are made.

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

The notes receivable balances due from IOs at June 28, 2026 and December 28, 2025 totaled $ 14.0 million and $ 14.8 million, respectively, and are collateralized by the routes for which the loans are made.

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

12 unchanged sentences

Balance as of December 28, 2025

Invoices confirmed during the quarter.

Confirmed invoices paid during the quarter.

Balance as of March 29, 2026

Invoices confirmed during the period 20.1

Confirmed invoices paid during the period 19.3

Balance as of June 28, 2026

ACCRUED EXPENSES AND OTHER

Current accrued expenses and other consisted of the following:

(in millions) As of March 29, 2026 As of December 28, 2025

(in millions) As of June 28, 2026 As of December 28, 2025

Accrued compensation and benefits $ 20.0 $ 24.4

10 unchanged sentences

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

(in millions) As of March 29, 2026 As of December 28, 2025

(in millions) As of June 28, 2026 As of December 28, 2025

Operating right of use liability $ 152.4 $ 139.2

7 unchanged sentences

Original Principal Balance Maturity Date As of

March 29, 2026

June 28, 2026

As of December 28, 2025

13 unchanged sentences

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

(3) Equipment loans have varying maturities from June 2026 to April 2031.

(3) Equipment loans have varying maturities from December 2026 to July 2031.

Other Notes Payable and Finance Leases

1 unchanged sentence

(in millions)

March 29, 2026

June 28, 2026

As of December 28, 2025

6 unchanged sentences

Interest expense consisted of the following:

(in millions) Thirteen weeks ended March 29, 2026 Thirteen weeks ended March 30, 2025

(in millions) Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Company’s long-term debt $ 10.1 $ 10.9 $ 20.0 $ 21.8

11 unchanged sentences

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

In June 2026, the Company terminated its previously existing swap agreement associated with the Term Loan B and received cash proceeds of $ 8.4 million.

The proceeds were recorded in other comprehensive income (loss) and will be amortized into earnings over the remaining term of the swap.

In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $ 425.0 million.

The agreement is scheduled to mature on December 31, 2029.

During the thirteen weeks ended June 28, 2026, in connection with the paydown of the Real Estate Term Loan related to the sale of a property discussed in Note 4.

Property, Plant and Equipment, Net , and the estimated future paydowns anticipated upon the sale of assets held for sale, the Company determined that the forecasted interest payments associated with $ 8.7 million of the notional amount of its Real Estate Term Loan interest rate swap were no longer probable of occurring.

Accordingly, effective June 15, 2026, the Company de-designated that $ 8.7 million portion of the hedging relationship while continuing to apply cash flow hedge accounting to the remaining $ 34.0 million notional amount, which remains designated as a cash flow hedge.

The de-designated $ 8.7 million notional amount is carried at fair value, with subsequent mark-to-market adjustments recognized immediately in earnings.

Purchase Commitments

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

These purchase commitments totaled $ 126.5 million as of March 29, 2026 and $ 66.9 million as of December 28, 2025.

These purchase commitments totaled $ 92.5 million as of June 28, 2026 and $ 66.9 million as of December 28, 2025.

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

The Company has recorded purchase commitment gains totaling $ 7.6 million and $ 0.6 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of March 29, 2026:

The Company has recorded purchase commitment gains totaling $ 1.6 million and $ 1.1 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, and $ 9.2 million and $ 1.7 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

(in millions) Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 58.6 $ — $ — $ 58.6

Commodity contracts — 3.0 — 3.0

Interest rate swaps — 0.1 — 0.1

17 unchanged sentences

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

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 67.5 million and $ 69.5 million at March 29, 2026 and December 28, 2025, respectively, which loans are accounted for as off balance sheet arrangements.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 70.3 million and $ 69.5 million at June 28, 2026 and December 28, 2025, respectively, which loans are accounted for as off balance sheet arrangements.

As discussed in Note 6.

Notes Receivable , the Company also sold notes receivable on its books to Bank of America during thirteen weeks ended March 29, 2026 and March 30, 2025, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at both March 29, 2026 and December 28, 2025 was $ 12.5 million.

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.

Notes Receivable , the Company also sold notes receivable on its books to Bank of America during the thirteen weeks ended June 28, 2026 and June 29, 2025, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at June 28, 2026 and December 28, 2025 was $ 11.0 million and $ 12.5 million, respectively.

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

the corresponding notes

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

The maximum amount of future payments the Company could be required to make under these guarantees equates to 25 % of the outstanding loan balance on the first day of each calendar year plus 25 % of the amount of any new loans issued during such calendar year.

Additionally, the Company guarantees loans for the purchase of routes made by one other bank.

The outstanding balance of these loans was $ 0.6 million and $ 1.3 million at March 29, 2026 and December 28, 2025, respectively, all of which was included in the Company's Consolidated Balance Sheets at March 29, 2026 and December 28, 2025, respectively.

The outstanding balance of these loans was $ 0.5 million and $ 1.3 million at June 28, 2026 and December 28, 2025, respectively, all of which was included in the Company's Consolidated Balance Sheets at June 28, 2026 and December 28, 2025, respectively.

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

1 unchanged sentence

Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default.

Product recall

In May 2026, the Company issued a voluntary recall in the United States of certain limited varieties of Zapp’s® and Dirty® potato chips.

This voluntary recall follows notification that a seasoning containing dry milk powder, sourced from California Dairies, Inc.

and supplied by a third-party supplier, may contain the presence of Salmonella.

The affected seasoning batches tested negative for Salmonella prior to use;

however, out of an abundance of caution, the Company recalled limited varieties of Zapp’s® and Dirty® brand potato chips.

The Company does not expect the recall to have a material effect on its consolidated financial statements.

SUPPLEMENTARY CASH FLOW INFORMATION

(in millions) Thirteen weeks ended March 29, 2026 Thirteen weeks ended March 30, 2025

(in millions) Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Cash paid for interest $ 26.9 $ 28.9

Refunds related to income taxes $ — $ 0.2

Payments for income taxes (1)

1 unchanged sentence

Non-cash operating lease additions $ 23.8 $ 15.3

(1) The payments for income taxes during the thirteen weeks ended March 29, 2026 represents the purchase of tax credits.

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

(1) The payments for income taxes during the twenty-six weeks ended June 28, 2026 includes $ 16.5 million related to the purchase of tax credits.

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

5 unchanged sentences

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

The Company recorded income tax expense of $ 0.6 million and benefit of $ 0.6 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively.

The effective tax rates for the thirteen weeks ended March 29, 2026 and March 30, 2025 were ( 33.3 )% and ( 11.8 )%, respectively.

The Company’s effective tax rates differ from the federal statutory rate of 21% primarily because UBH, which is a partnership, is not taxed at the entity level, and is required to allocate some of its taxable results to the holders of noncontrolling interests ("Noncontrolling Interest Holders"), as well as state taxes and, with respect to the thirteen weeks ended March 30, 2025, the fair value impact of warrant liabilities.

During the thirteen weeks ended March 29, 2026, the effective tax rate was primarily impacted by statutory state tax rate changes, which resulted in discrete tax expense of $ 0.4 million.

The Company recorded income tax benefit of $ 0.2 million and expense of $ 0.4 million for the thirteen and twenty-six weeks ended June 28, 2026, respectively.

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

The effective tax rates for the thirteen and twenty-six weeks ended June 28, 2026 were 1.2 % and ( 2.2 )%, respectively.

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

taxes and, with respect to the thirteen weeks and twenty-six weeks ended June 29, 2025, the fair value impact of warrant liabilities.

During the thirteen and twenty-six weeks ended June 28, 2026, the effective tax rate was primarily impacted by statutory state tax rate changes, which resulted in discrete tax expense of $ 0.1 million and $ 0.5 million, respectively.

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

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

As of March 29, 2026, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

As of June 28, 2026, a significant piece of objective negative evidence evaluated was the twelve-quarter cumulative loss before taxes.

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

7 unchanged sentences

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

As of March 29, 2026, tax years 2022 through 2026 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 2026 remain open and subject to examination in selected states that have a four-year statute of limitations.

As of June 28, 2026, tax years 2022 through 2026 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 2026 remain open and subject to examination in selected states that have a four-year statute of limitations.

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

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

The Company did not maintain any unrecognized tax benefits as of March 29, 2026 or December 28, 2025.

The Company did not maintain any unrecognized tax benefits as of June 28, 2026 or December 28, 2025.

Tax receivable agreement liability

10 unchanged sentences

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

As of March 29, 2026 and December 28, 2025, the Company had a liability of $ 23.7 million and $ 24.0 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

As of June 28, 2026 and December 28, 2025, the Company had a liability of $ 23.7 million and $ 24.0 million, respectively, related to its projected obligations under the TRA, which is reflected as current and non-current accrued expenses in the Consolidated Balance Sheets.

The Company operates in one reportable segment:

2 unchanged sentences

The CODM is the Chief Executive Officer of the Company.

structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.

Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.

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

(in millions)

Thirteen weeks ended March 29, 2026

Thirteen weeks ended March 30, 2025

Thirteen weeks ended June 28, 2026

Thirteen weeks ended June 29, 2025

Twenty-six weeks ended June 28, 2026

Twenty-six weeks ended June 29, 2025

Net sales $ 371.8 $ 366.7 $ 733.1 $ 718.8

8 unchanged sentences

Total selling, general and administrative expenses 101.3 88.0 186.7 165.4

Gain on sale of assets, net 1.3 0.7

Income from operations 7.8 5.7

(Loss) gain on sale of assets, net ( 0.4 ) ( 0.9 ) 0.9 ( 0.2 )

(Loss) income from operations ( 5.5 ) 6.4 2.3 12.1

Interest expense ( 10.7 ) ( 11.4 ) ( 21.1 ) ( 22.9 )

Loss on debt extinguishment — — — ( 0.5 )

Other income 0.8 0.4

Other (expense) income — ( 0.6 ) 0.8 ( 0.2 )

Gain on remeasurement of warrant liability — 12.5 — 23.5

Other loss, net ( 9.6 ) ( 0.6 )

Other (loss) income, net ( 10.7 ) 0.5 ( 20.3 ) ( 0.1 )

(Loss) income before income taxes ( 16.2 ) 6.9 ( 18.0 ) 12.0

Income tax expense 0.6 ( 0.6 )

Income tax (benefit) expense ( 0.2 ) ( 3.2 ) 0.4 ( 3.8 )

Net (loss) income $ ( 16.0 ) $ 10.1 $ ( 18.4 ) $ 15.8

9 unchanged sentences

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

(in millions, except share data) Thirteen weeks ended March 29, 2026 Thirteen weeks ended March 30, 2025

(in millions, except share data) Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Net (loss) income attributable to common stockholders $ ( 10.1 ) $ 10.5 $ ( 11.8 ) $ 18.0

14 unchanged sentences

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

Thirteen weeks ended March 29, 2026 Thirteen weeks ended March 30, 2025

Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

RSUs 1,727,501 382,588 1,520,030 331,538

4 unchanged sentences

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

As of both of March 29, 2026 and December 28, 2025, the Noncontrolling Interest Holders held all 55,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of units of UBH, which comprise the noncontrolling interest.

As of both of June 28, 2026 and December 28, 2025, the Noncontrolling Interest Holders held all

55,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of units of UBH, which comprise the noncontrolling interest.

SUBSEQUENT EVENTS

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.

On July 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Idaho USA, Inc., a Delaware corporation (“Acquiror”), Idaho Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Acquiror (“Merger Sub”), and Intersnack Group GmbH & Co.

KG, a German limited partnership (“Intersnack Group”).

The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of Intersnack Group.

The transaction was announced on July 21, 2026.

At the effective time of the Merger, each share of Class A Common Stock issued and outstanding immediately prior to the effective time (subject to customary exceptions, including shares held in treasury, shares owned by Intersnack Group or its subsidiaries and shares as to which appraisal rights have been properly exercised) will be converted into the right to receive $ 14.25 per share in cash, without interest, representing a premium of approximately 91 % over the July 20, 2026 closing price of the Class A Common Stock and an enterprise value of approximately $ 2.9 billion, and each share of Class V Common Stock issued and outstanding immediately prior to the effective time will be cancelled for no consideration.

Substantially concurrently with the closing, (i) the Tax Receivable Agreement will terminate in exchange for an aggregate payment of $ 44.0 million to Series U of UM Partners, LLC and Series R of UM Partners, LLC (the “Continuing Stockholders”) and (ii) a recapitalization of UBH will be completed such that, immediately following the closing, the surviving corporation and the Continuing Stockholders will each own 50 % of the outstanding common units of UBH.

Consummation of the Merger is subject to closing conditions, including stockholder and regulatory approvals, and the Merger Agreement contains certain termination rights, including that the Company may be required to pay Acquiror a termination fee of $ 50.0 million in specified circumstances.

During the pendency of the Merger, the Company is subject to interim operating covenants.

The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions.

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

What changed 10-Q

Item 1. Financial Statements