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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 166 added, 79 removed, 216 unchanged (53% of the section changed)

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

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen weeks ended March 29, 2026, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2025.

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and twenty-six weeks ended June 28, 2026, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2025.

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

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

households as of March 29, 2026.

As of March 29, 2026, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities.

households as of June 28, 2026.

As of June 28, 2026, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities.

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

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

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

Our Core Geographies retail volumes and retail sales were down 4.8% and up 2.7%, respectively, for the thirteen weeks ended March 29, 2026 versus the comparable prior year period.

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

Our Core Geographies retail volumes and retail sales were down 6.5% and down 2.2%, respectively, for the thirteen weeks ended June 28, 2026 versus the comparable prior year period.

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

salty snack category, within the broader approximately $154 billion market for U.S.

snack foods as of March 29, 2026, based on Circana data.

snack foods as of June 28, 2026, based on Circana data.

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

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

For the thirteen weeks ended March 29, 2026, U.S.

For the thirteen weeks ended June 28, 2026, U.S.

retail sales for salty snacks based on Circana data increased by 0.8% versus the comparable prior year period while Utz's retail sales increased 0.3%.

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

Financing Costs and Exposure to Interest Rate Changes – As of March 29, 2026, we had $686.9 million in variable rate indebtedness, down from $687.5 million as of December 28, 2025.

As of March 29, 2026, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”).

As of March 29, 2026, we have existing interest rate swaps totaling $576.7 million of debt.

Financing Costs and Exposure to Interest Rate Changes – As of June 28, 2026, we had $685.1 million in variable rate indebtedness, down from $687.5 million as of December 28, 2025.

As of June 28, 2026, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”).

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.

As of June 28, 2026, we have existing interest rate swaps totaling $500.8 million of debt.

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

We regularly evaluate our variable and fixed-rate debt.

As of March 29, 2026, our interest rate swaps were carried as a net asset on our balance sheet totaling $5.2 million.

As of June 28, 2026, our interest rate swaps were carried as a net liability on our balance sheet totaling $2.1 million.

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

Our weighted average interest rate for the thirteen weeks ended March 29, 2026 was 6.4%, up from 5.3% during the thirteen weeks ended March 30, 2025.

Our weighted average interest rate for the twenty-six weeks ended June 28, 2026 was 6.4%, up from 4.8% during the twenty-six weeks ended June 29, 2025.

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

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However, at this time, we do not expect these factors to result in a material negative effect on our business, financial condition and results of operations in 2026.

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.

Recent Developments and Significant Items Affecting Comparability

Intersnack Group Transaction

On July 20, 2026, Utz and Intersnack Group GmbH & Co.

KG (“Intersnack Group” or “Intersnack”) entered into a definitive agreement pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Company for $14.25 per share in cash.

Upon closing the transaction, Utz will become a private company with Series U of UM Partners, LLC and Series R of UM Partners, LLC, on the one hand, and Intersnack Group, on the other hand, each owning 50% of Utz.

As such, the Company will not provide its outlook for 2026 and will not hold a conference call to discuss the Company’s financial results for the second quarter and year-to-date period ended June 28, 2026.

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

Subsequent Events to our unaudited consolidated financial statements contained in Part I, Item 1, and Part II, Item 1A “Risk Factors,” of this Quarterly Report on Form 10-Q for more information regarding this transaction.

Acquisitions and Dispositions

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

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

As part of this project 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.

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

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

This acquisition

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

market for salty snacks with $4.2 billion in retail sales.

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

market for salty snacks with $4.2 billion in retail sales during the fiscal year ended December 28, 2025.

Product Innovation

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

Boulder Canyon® gained share for the thirteen weeks ended March 29, 2026 versus the comparable prior year period with growth of 100.9% per Circana.

In the natural channel, Boulder Canyon growth was 18.7% for the twelve weeks ended March 22, 2026, per Spins.

Boulder Canyon® gained share for the thirteen weeks ended June 28, 2026 and the twenty-six weeks ended June 28, 2026 versus the comparable prior year periods with growth of 65.5% and 108.4%, respectively, per Circana.

In the natural channel, Boulder Canyon growth was 13.2% and 23.3% for the twelve weeks ended June 14, 2026 and the fifty-two weeks ended June 14, 2026, respectively, per Spins.

Within Driving Value, our recent focus has been on our Golden Flake brand, with innovation driving value for budget conscious consumers seeking great tasting snacks.

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

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

programs, including tariffs or other trade policies, may affect the cost and availability of raw materials and agricultural materials used in our products.

Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we continue to expect that recent tariff volatility will have a modest and manageable impact on our business in 2026.

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Results of Operations

The following tables present selected unaudited financial data for the thirteen weeks ended and thirteen weeks ended March 29, 2026 and March 30, 2025.

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

The following tables present selected unaudited financial data for the thirteen weeks ended and twenty-six weeks ended June 28, 2026 and June 29, 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

Net sales $ 371.8 $ 366.7 $ 733.1 $ 718.8

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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

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Net (loss) income attributable to controlling interest $ (10.1) $ 10.5 $ (11.8) $ 18.0

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

Net sales were $361.3 million and $352.1 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively.

Net sales for the thirteen weeks ended March 29, 2026 increased $9.2 million or 2.6% over the comparable period in 2025.

Thirteen weeks ended June 28, 2026 versus Thirteen weeks ended June 29, 2025

Net sales were $371.8 million and $366.7 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.

Net sales for the thirteen weeks ended June 28, 2026 increased $5.1 million or 1.4% over the comparable period in 2025.

The 1.4% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 2.2% reduction from volume/mix.

Independent operator ("IO") discounts were $43.1 million for the thirteen weeks ended March 29, 2026, down slightly from $44.7 million for the corresponding thirteen weeks ended March 30, 2025.

Independent operator ("IO") discounts were $43.9 million for the thirteen weeks ended June 28, 2026, down from $47.0 million for the corresponding thirteen weeks ended June 29, 2025.

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

For the thirteen weeks ended March 29, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively.

For the thirteen weeks ended March 29, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 5.2% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 14.3% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

For the thirteen weeks ended June 28, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively.

For the thirteen weeks ended June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 3.3% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 12.1% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Cost of goods sold and Gross profit

Gross profit was $91.9 million and $82.4 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively.

Our gross profit margin was 25.4% for the thirteen weeks ended March 29, 2026 versus 23.4% for the thirteen weeks ended March 30, 2025.

Gross profit was $96.2 million and $95.3 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.

Our gross profit margin was 25.9% for the thirteen weeks ended June 28, 2026 versus 26.0% for the thirteen weeks ended June 29, 2025.

The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.

Selling, general, and administrative expense

Selling, general, and administrative expenses were $85.4 million and $77.4 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively, resulting in an increase of $8.0 million, or 10.3%, for the thirteen weeks ended March 29, 2026 versus the comparable prior year period.

Selling, general, and administrative expenses were $101.3 million and $88.0 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $13.3 million, or 15.1%, for the thirteen weeks ended June 28, 2026 versus the comparable prior year period.

The increase was primarily due to increased marketing, and adding capabilities to support the Company’s geographic expansion and growth initiatives.

Gain on sale of assets

Gain on sale of assets was $1.3 million and $0.7 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively.

Loss on sale of assets

Loss on sale of assets was $0.4 million and $0.9 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.

Gain on remeasurement of warrant liability

Gain on remeasurement of warrant liability was $11.0 million for the thirteen weeks ended March 30, 2025.

Gain on remeasurement of warrant liability was $12.5 million for the thirteen weeks ended June 29, 2025.

The warrants were fully exercised in a cashless exchange in August 2025.

Income tax expense (benefit) was $0.6 million and $(0.6) million for the thirteen weeks ended March 29, 2026 and March 30, 2025, respectively.

Income tax benefit was $0.2 million and $3.2 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.

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

Net sales were $733.1 million and $718.8 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

Net sales for the twenty-six weeks ended June 28, 2026 increased $14.3 million, or 2.0%, over the comparable period in 2025.

The 2.0% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 1.6% reduction from volume/mix.

IO discounts were $87.0 million for the twenty-six weeks ended June 28, 2026, down from $91.7 million for the corresponding twenty-six weeks ended June 29, 2025.

For the twenty-six weeks ended June 28, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively.

For the twenty-six weeks ended June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 4.2% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 13.3% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Cost of goods sold and Gross profit

Gross profit was $188.1 million and $177.7 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

Our gross profit margin was 25.7% for the twenty-six weeks ended June 28, 2026 versus 24.7% for the twenty-six weeks ended June 29, 2025.

The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.

Selling, general, and administrative expense

Selling, general, and administrative expenses were $186.7 million and $165.4 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $21.3 million or 12.9% for the twenty-six weeks ended June 28, 2026 over the corresponding period in fiscal year 2025.

The increase was primarily due to increased marketing, and adding capabilities to support the Company’s geographic expansion and growth initiatives.

Gain (loss) on sale of assets

Gain (loss) on sale of assets was $0.9 million and $(0.2) million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

Gain on remeasurement of warrant liability

Gain on remeasurement of warrant liability was $23.5 million for the twenty-six weeks ended June 29, 2025 The warrants were fully exercised in a cashless exchange in August 2025.

Income tax expense (benefit) was $0.4 million and $(3.8) million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

Non-GAAP Financial Measures

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The Company is now presenting the associated charges and gains within the categories supply chain transformation and corporate transformation.

The nature of the charges and gains included in these adjustments, as well as the total amount of all of these adjustments in all periods presented, are unchanged We believe that this change provides a better reflection of the impact of the charges and gains and aligns with how management views the adjustments internally.

The nature of the charges and gains included in these adjustments, as well as the total amount of all of these adjustments in all periods presented, are unchanged.

We believe that this change provides a better reflection of the impact of the charges and gains and aligns with how management views the adjustments internally.

Prior period balances have been reclassified to conform to the current presentation.

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however, we caution that other companies may use different definitions from us and such figures may not be directly comparable to our figures.

The following tables provide a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended March 29, 2026 and March 30, 2025:

13-weeks Ended March 29,2026

The following tables provide a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended and twenty-six weeks ended June 28, 2026 and June 29, 2025:

13-weeks Ended June 28, 2026

(dollars in millions) As Reported Depreciation and Amortization Other Adj.

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Selling, general and administrative expenses (101.3) 11.6 — (89.7) 0.3 16.0 5.5 — (67.9) (2)

Gain on sale of assets, net

1.3 — — 1.3 — (1.3) — — —

Income from operations 7.8 22.5 — 30.3 7.9 5.9 3.8 — 47.9

Loss on sale of assets, net (0.4) — — (0.4) — 0.4 — — —

Loss from operations (5.5) 22.9 — 17.4 10.4 19.4 8.5 — 55.7

Interest expense (10.7) — 10.7 — — — — — —

Other income, net

0.8 — (0.8) (7)

Loss before income taxes

(16.2) 22.9 10.7 17.4 10.4 19.4 8.5 — 55.7

Income tax expense 0.6 — (0.6) — — — — — —

Income tax benefit (0.2) — 0.2 — — — — — —

$ (16.0) $ 22.9 $ 10.5 $ 17.4 $ 10.4 $ 19.4 $ 8.5 $ — $ 55.7 (3)

13-weeks Ended March 30,2025

26-weeks Ended June 28, 2026

(dollars in millions) As Reported Depreciation and Amortization Other Adj.

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Gain on sale of assets, net 0.9 — — 0.9 — (0.9) — — —

0.7 — — 0.7 — (0.7) — — —

Income from operations 2.3 45.4 — 47.7 18.3 25.3 12.3 — 103.6

Interest expense (21.1) — 21.1 — — — — — —

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

Gain on remeasurement of warrant liability 11.0 — — 11.0 — — — (11.0) —

Other income, net 0.8 — (0.8) (7)

0.4 — (0.5) (7)

Loss before income taxes (18.0) 45.4 20.3 47.7 18.3 25.3 12.3 — 103.6

Income tax expense 0.4 — (0.4) — — — — — —

Net loss $ (18.4) $ 45.4 $ 20.7 $ 47.7 $ 18.3 $ 25.3 $ 12.3 $ — $ 103.6 (3)

13-weeks Ended June 29,2025

(dollars in millions) As Reported Depreciation and Amortization Other Adj.

Supply Chain Transformation

Corporate Transformation (6)

Non-Cash Adj.

Adjusted EBITDA

Net sales $ 366.7 $ — $ — $ 366.7 $ — $ — $ — $ — $ 366.7

Cost of goods sold (271.4) 9.9 — (261.5) 9.4 0.6 1.0 — (250.5)

Gross profit 95.3 9.9 — 105.2 9.4 0.6 1.0 — 116.2 (1)

Gross margin 26.0 % 31.7 % (1)

Selling, general and administrative expenses (88.0) 11.4 — (76.6) 0.7 4.1 4.4 — (67.4) (2)

Loss on sale of assets, net (0.9) — — (0.9) 0.5 0.4 — — —

Income from operations 6.4 21.3 — 27.7 10.6 5.1 5.4 — 48.8

Interest expense (11.4) — 11.4 — — — — — —

Gain on remeasurement of warrant liability 12.5 — — 12.5 — — — (12.5) —

Other loss, net (0.6) — (0.5) (7)

(1.1) — 1.0 — — (0.1)

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Income tax benefit (3.2) — 3.2 — — — — — —

(0.6) — 0.6 — — — — — —

Net income $ 10.1 $ 21.3 $ 7.7 $ 39.1 $ 10.6 $ 6.1 $ 5.4 $ (12.5) $ 48.7 (3)

26-weeks Ended June 29,2025

(dollars in millions) As Reported Depreciation and Amortization Other Adj.

Supply Chain Transformation (5)

Corporate Transformation (6)

Non-Cash Adj.

Adjusted EBITDA

Net sales $ 718.8 $ — $ — $ 718.8 $ — $ — $ — $ — $ 718.8

Cost of goods sold (541.1) 17.9 — (523.2) 17.7 2.0 2.1 — (501.4)

Gross profit 177.7 17.9 — 195.6 17.7 2.0 2.1 — 217.4 (1)

Gross margin 24.7 % 30.2 % (1)

Selling, general and administrative expenses (165.4) 22.1 — (143.3) 1.4 9.4 9.0 — (123.5) (2)

Loss on sale of assets, net (0.2) — — (0.2) 0.2 — — — —

Income from operations 12.1 40.0 — 52.1 19.3 11.4 11.1 — 93.9

Interest expense (22.9) — 22.9 — — — — — —

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

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

Other loss, net (0.2) — (1.0) (7)

(1.2) — 1.1 — — (0.1)

(1) Adjusted Gross Profit and Adjusted Gross Margin were $111.4 million and 30.8%, respectively for the thirteen weeks ended March 29, 2026, and $101.2 million and 28.7% for the thirteen weeks ended March 30, 2025, respectively.

(2) Adjusted Selling, General and Administrative was $63.5 million and $56.1 million for the thirteen weeks ended March 29, 2026 and thirteen weeks ended March 30, 2025, respectively.

(3) Adjusted EBITDA was $47.9 million and $45.1 million for the thirteen weeks ended March 29, 2026 and thirteen weeks ended March 30, 2025, respectively.

(4) Supply Chain Transformation initiatives representing start-up costs, warehousing and logistical transformations, restructuring and cost reduction activities as part of efforts to enhance long-term profitability, and other manufacturing initiatives that do no reflect the cost of normal business operations.

For the thirteen weeks ended March 29, 2026 and thirteen weeks ended March 30, 2025, supply chain transformation initiatives were $7.9 million and $8.7 million, respectively.

(5) Corporate Transformation are comprised primarily of costs related to severance and other people restructuring costs, our California expansion, financing and receivable sales program related costs, information technology and data transformation, litigation, gain and losses realized from the sale of distribution rights to IOs, gain and losses on the sale of assets, and consulting and professional fees related to transformation initiatives.

For the thirteen weeks ended March 29, 2026 and thirteen weeks ended March 30, 2025, corporate transformation initiatives were $5.9 million and $6.9 million, respectively.

(6) Other Non-Cash Adjustments for the thirteen weeks ended March 29, 2026 and thirteen weeks ended March 30, 2025 are comprised primarily of $3.4 million and $3.5 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan;

Income before income taxes 12.0 40.0 21.9 73.9 19.3 13.0 11.1 (23.5) 93.8

Income tax benefit (3.8) — 3.8 — — — — — —

Net income $ 15.8 $ 40.0 $ 18.1 $ 73.9 $ 19.3 $ 13.0 $ 11.1 $ (23.5) $ 93.8 (3)

(1) Adjusted Gross Profit and Adjusted Gross Margin were $123.6 million and 33.2%, respectively for the thirteen weeks ended June 28, 2026, and $116.2 million and 31.7% for the thirteen weeks ended June 29, 2025, respectively.

Adjusted Gross Profit and Adjusted Gross Margin were $235.0 million and 32.1%, respectively for the twenty-six weeks ended June 28, 2026, and $217.4 million and 30.2% for the twenty-six weeks ended June 29, 2025, respectively.

(2) Adjusted Selling, General and Administrative was $67.9 million and $67.4 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively.

Adjusted Selling, General and Administrative was $131.4 million and $123.5 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.

(3) Adjusted EBITDA was $55.7 million and $48.7 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively.

Adjusted EBITDA was $103.6 million and $93.8 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.

For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, supply chain transformation initiatives were $10.4 million and $10.6 million, respectively.

For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, supply chain transformation initiatives were $18.3 million and $19.3 million, respectively.

(5) Corporate Transformation are comprised primarily of costs related to severance and other people restructuring costs, our announced transaction with Intersnack, our California expansion and Insignia integration, information technology and data transformation, litigation, gain and losses realized from the sale of distribution rights to IOs, gain and losses on the sale of assets, and consulting and professional fees related to transformation initiatives.

For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, corporate transformation initiatives were $19.4 million and $6.1 million, respectively.

For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, corporate transformation initiatives were $25.3 million and $13.0 million, respectively.

(6) Other Non-Cash Adjustments for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025 are comprised primarily of $3.8 million and $2.7 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan;

$4.7 million and $2.7 million, respectively.

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amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments.

Other Non-Cash Adjustments for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025 are comprised primarily of $7.2 million and $6.2 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan;

$5.1 million and $4.9 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options;

amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments.

In addition, the Company recorded an impairment charge of $0.6 million during the thirteen weeks ended June 29, 2025.

(7) Other income/(expense), net represents the Company’s non-operating income and expense related to interest income, fees associated with our receivable finance program, and mark-to-market on notional portion of interest rate swap not accounted for under interest rate hedge accounting, benefit related to changes in the Company’s tax receivable liability, monetary conversion, other items not related to our operations.

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

Under the Merger Agreement, there are certain restrictions on the Company's ability to incur indebtedness, make capital expenditures, issue and repurchase securities, declare dividends and engage in certain other matters affecting capital resources, in each case subject to specified exceptions.

Financing Arrangements

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We use short-term debt as management determines is reasonable, principally to finance ongoing operations, including our seasonal requirements for working capital (generally accounts receivable, inventory, and prepaid expenses and other current assets, less accounts payable, accrued payroll, and other accrued liabilities), and a combination of equity and long-term debt to finance both our base working capital needs and our non-current assets.

As of both March 29, 2026 and December 28, 2025 $0.2 million was outstanding under the asset based lending ("ABL") facility.

As of June 28, 2026 and December 28, 2025 $0.3 million and $0.2 million, respectively,was outstanding under the asset based lending ("ABL") facility.

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

As of March 29, 2026 and December 28, 2025, $122.4 million and $119.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit.

Standby letters of credit in the amount of $10.3 million have been issued as of both of March 29, 2026 and December 28, 2025.

As of June 28, 2026 and December 28, 2025, $154.1 million and $119.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit.

Standby letters of credit in the amount of $14.5 million and $10.3 million, have been issued as of June 28, 2026 and December 28, 2025, respectively.

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

Cash Requirements

Our expected future payments at March 29, 2026 primarily consisted of:

Our expected future payments at June 28, 2026 primarily consisted of:

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

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The Company partially guarantees loans made to IOs by Bank of America and one other bank for the purchase of routes, some of which were recorded as off-balance sheet arrangements.

These loans are collateralized by the routes for which the loans are

These loans are collateralized by the routes for which the loans are made.

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

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Contingencies .

The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the thirteen weeks ended March 29, 2026 and March 30, 2025.

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

The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the twenty-six weeks ended June 28, 2026 and June 29, 2025.

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

Net cash used in operating activities $ (0.5) $ (3.9)

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

Net cash used in operating activities for the thirteen weeks ended March 29, 2026 was $12.2 million compared to $20.2 million for the thirteen weeks ended March 30, 2025.

The decrease in net cash used in operating activities of $8.0 million is largely driven by the increase in cash net income, improvement of process and payment terms with suppliers and inventory levels, partially offset by the purchase of tax credits that occurred during the thirteen weeks ended March 29, 2026.

Supplementary Cash Flow Information and the timing of accounts payable and prepaid expenses .

Cash used in investing activities for the thirteen weeks ended March 29, 2026 and March 30, 2025 was $15.5 million and $40.7 million, respectively and was primarily related to purchases of property and equipment.

Net cash used in financing activities was $19.0 million for the thirteen weeks ended March 29, 2026, primarily driven by repayments on term debt and notes payable, payment of dividends, distributions to noncontrolling interest holders and payments of employee stock award tax withholdings.

This compares to net cash provided by financing activities of $67.5 million for the thirteen weeks ended March 30, 2025, which was primarily related to net borrowings of debt of $80.3 million, partially offset by the payment of dividends and distributions to noncontrolling interests of $8.9 million and payment of debt issuance costs and payments of tax withholding requirements for employee stock awards.

Net cash used in operating activities for the twenty-six weeks ended June 28, 2026 was $0.5 million compared to $3.9 million for the twenty-six weeks ended June 29, 2025.

The decrease in net cash used in operating activities of $3.4 million is largely driven by improvement of process and payment terms with suppliers and inventory levels, partially offset by the purchase of tax credits that occurred during the twenty-six weeks ended June 28, 2026.

Supplementary Cash Flow Information and the timing of accounts payable and prepaid expenses for further information on changes in cash use for operating activities.

Cash used in investing activities for the twenty-six weeks ended June 28, 2026 and June 29, 2025 was $29.5 million and $71.3 million, respectively and was primarily related to purchases of property and equipment.

Net cash used in financing activities was $31.8 million for the twenty-six weeks ended June 28, 2026, primarily driven by repayments on term debt and notes payable, payment of dividends, distributions to noncontrolling interest holders and payments of employee stock award tax withholdings.

This compares to net cash provided by financing activities of $73.7 million for the twenty-six weeks ended June 29, 2025, which was primarily driven by net borrowings on line of credit, term debt and notes payable of $97.7 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock awards tax withholdings and debt issuance costs.

Debt Covenants

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

UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of March 29, 2026.

UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of June 28, 2026.

New Accounting Pronouncements

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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 recoverability of its goodwill.

There were no other changes to critical accounting policies and estimates from those disclosed in Critical Accounting Policies and Estimates under Part II.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis