Utz Brands, Inc. 10-Q

Item 1. FINANCIAL STATEMENTS Utz Brands, Inc. CONSOLIDATED BALANCE SHEETS June 28, 2026 and December 28, 2025 (In millions, except share information) As of June 28, 2026 As of December 28, 2025 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 58.6 $ 120.4 Accounts receivable, less allowance of $ 3.5 and $3.3, respectively 123.6 100.8 Inventories 128.7 119.3 Prepaid expenses and other assets 47.1 39.9 Current portion of notes receivable 4.1 4.0 Total current assets 362.1 384.4 Non-current Assets Assets held for sale 9.1 10.3 Property, plant and equipment, net 379.7 379.2 Goodwill 865.2 865.2 Intangible assets, net 948.5 963.9 Non-current portion of notes receivable 9.9 10.8 Other assets 201.0 179.8 Total non-current assets 2,413.4 2,409.2 Total assets $ 2,775.5 $ 2,793.6 LIABILITIES AND EQUITY Current Liabilities Current portion of term debt $ 38.6 $ 31.4 Current portion of other notes payable 6.0 6.5 Accounts payable 196.7 197.4 Accrued expenses and other 99.4 87.9 Total current liabilities 340.7 323.2 Non-current Liabilities Non-current portion of term debt and revolving credit facility 800.2 818.2 Non-current portion of other notes payable 12.0 14.2 Non-current accrued expenses and other 180.4 166.5 Deferred tax liability 128.5 126.6 Total non-current liabilities 1,121.1 1,125.5 Total liabilities 1,461.8 1,448.7 Commitments and Contingencies Equity Shares of Class A Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 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 June 28, 2026 and December 28, 2025 — — Additional paid-in capital 1,042.4 1,037.0 Accumulated deficit ( 350.1 ) ( 326.6 ) Accumulated other comprehensive income 3.6 3.3 Total stockholders' equity 695.9 713.7 Noncontrolling interest 617.8 631.2 Total equity 1,313.7 1,344.9 Total liabilities and equity $ 2,775.5 $ 2,793.6 The accompanying notes are an integral part of these consolidated financial statements. 1 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 (In millions, except share information) (Unaudited) 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 Cost of goods sold 275.6 271.4 545.0 541.1 Gross profit 96.2 95.3 188.1 177.7 Selling, general, and administrative expenses Selling 64.6 54.3 115.7 95.8 General and administrative 36.7 33.7 71.0 69.6 Total selling, general, and administrative expenses 101.3 88.0 186.7 165.4 (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 (loss) income — ( 0.6 ) 0.8 ( 0.2 ) Gain on remeasurement of warrant liability — 12.5 — 23.5 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 (benefit) expense ( 0.2 ) ( 3.2 ) 0.4 ( 3.8 ) Net (loss) income ( 16.0 ) 10.1 ( 18.4 ) 15.8 Net loss attributable to noncontrolling interest 5.9 0.4 6.6 2.2 Net (loss) income attributable to controlling interest $ ( 10.1 ) $ 10.5 $ ( 11.8 ) $ 18.0 (Loss) income per Class A Common stock: (in dollars) Basic $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21 Diluted $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21 Weighted-average shares of Class A Common stock outstanding Basic 88,510,845 86,118,292 88,429,350 85,919,842 Diluted 88,510,845 87,679,440 88,429,350 87,604,543 Net (loss) income $ ( 16.0 ) $ 10.1 $ ( 18.4 ) $ 15.8 Other comprehensive (loss) income: Change in fair value of interest rate swap ( 1.8 ) ( 3.8 ) 0.5 ( 10.2 ) 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 The accompanying notes are an integral part of these consolidated financial statements. 2 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF EQUITY For the thirteen weeks ended June 28, 2026 and June 29, 2025 (In millions, except share information) (Unaudited) 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 Balance at December 29, 2024 83,537,542 $ — 57,349,000 $ — $ 988.5 $ ( 304.7 ) $ 13.1 $ 696.9 $ 685.3 $ 1,382.2 Share-based compensation 524,211 — — 4.3 — — 4.3 — 4.3 Class V to Class A Exchange 2,000,000 — ( 2,000,000 ) — 23.9 — — 23.9 ( 23.9 ) — Payments of tax withholding requirements for employee stock awards — — ( 2.2 ) — — ( 2.2 ) — ( 2.2 ) Net income (loss) — — — 7.5 — 7.5 ( 1.8 ) 5.7 Cash dividends declared — — — ( 5.6 ) — ( 5.6 ) — ( 5.6 ) Special excess cash dividend declared — — — ( 0.9 ) — ( 0.9 ) — ( 0.9 ) Distribution to noncontrolling interest — — — — — — ( 3.4 ) ( 3.4 ) Tax distribution — — — — — — ( 1.6 ) ( 1.6 ) Other comprehensive loss — — — — ( 3.9 ) ( 3.9 ) ( 2.5 ) ( 6.4 ) 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 Share-based compensation 920,884 — — 3.9 — — 3.9 — 3.9 Payments of tax withholding requirements for employee stock awards — — ( 1.7 ) — — ( 1.7 ) — ( 1.7 ) Net loss — — — ( 1.7 ) — ( 1.7 ) ( 0.7 ) ( 2.4 ) Cash dividends declared — — — ( 6.1 ) — ( 6.1 ) — ( 6.1 ) Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 ) 3 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. 4 Utz Brands, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS For the twenty-six weeks ended June 28, 2026 and June 29, 2025 (In millions) (Unaudited) Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025 Cash flows from operating activities Net (loss) income $ ( 18.4 ) $ 15.8 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) loss on sale of assets ( 0.9 ) 0.2 Loss on debt extinguishment — 0.5 Share-based compensation 7.1 7.0 Deferred taxes 1.9 ( 1.1 ) Deferred financing costs 0.6 0.7 Changes in assets and liabilities: Accounts receivable, net ( 22.8 ) ( 41.4 ) Inventories ( 9.4 ) ( 24.2 ) Prepaid expenses and other assets 2.3 ( 17.5 ) Accounts payable and accrued expenses and other ( 6.5 ) 39.0 Net cash used in operating activities ( 0.5 ) ( 3.9 ) Cash flows from investing activities Purchases of property and equipment ( 27.4 ) ( 65.7 ) Proceeds from sale of property and equipment 1.3 0.8 Proceeds from sale of routes 17.9 11.7 Proceeds from the sale of IO notes 2.5 3.9 Purchases of IO routes and other changes in note receivables ( 23.8 ) ( 22.0 ) Net cash used in investing activities ( 29.5 ) ( 71.3 ) Cash flows from financing activities Borrowings on line of credit 145.0 135.0 Repayments on line of credit ( 144.9 ) ( 74.5 ) Borrowings on term debt and notes payable 5.6 50.8 Repayments on term debt and notes payable ( 17.0 ) ( 13.6 ) Payment of debt issuance cost — ( 1.7 ) Payments of tax withholding requirements for employee stock awards ( 1.7 ) ( 2.2 ) Dividends paid ( 11.8 ) ( 11.6 ) Distribution to noncontrolling interest ( 7.0 ) ( 8.5 ) Net cash (used in) provided by financing activities ( 31.8 ) 73.7 Net decrease in cash and cash equivalents ( 61.8 ) ( 1.5 ) Cash and cash equivalents at beginning of period 120.4 56.1 Cash and cash equivalents at end of period $ 58.6 $ 54.6 The accompanying notes are an integral part of these consolidated financial statements. 5 Utz Brands, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI") and its wholly owned subsidiaries (collectively, the “Company”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). They do not include all information and notes required by U.S. GAAP for annual financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s financial statements for the year ended December 28, 2025. The balance sheet as of December 28, 2025 has been derived from the audited consolidated financial statements as of and for the year ended December 28, 2025. In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with U.S. GAAP. Operating results for the interim period are not necessarily indicative of the results that may be expected for any future period or for the full year. The consolidated interim financial statements, including the Company's significant accounting policies, should be read in conjunction with the audited financial statements and notes thereto for the year ended December 28, 2025. All intercompany transactions and balances have been eliminated in consolidation. 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. The Company sells its products in most regions of the United States primarily through its direct-store delivery ("DSD") network, direct-to-warehouse shipments and third-party distributors. 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 in the Consolidated Statements of Operations and Comprehensive Income (Loss). Amounts billed and due from customers are classified as accounts receivables and require payment on a short-term basis and, therefore, the Company does not have any significant financing components. The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Applicable shipping and handling costs are included in customer billing and are recorded as revenue as the products’ control is transferred to customers. The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct. The Company offers various forms of trade promotions, and the methodologies for determining these promotions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. The Company’s promotional activities are conducted either through retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade customer or consumer. 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 $ 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. 6 Recently Issued Accounting Standards – In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 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. 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, F inancial 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. The adoption of ASU 2025-05 did not have an impact 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. This 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. The amendments can be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's footnote disclosures. 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. Thirteen weeks ended June 29, 2025 (in millions) As reported Effect of change As adjusted Cost of goods sold $ 239.9 $ 31.5 $ 271.4 Gross profit 126.8 ( 31.5 ) $ 95.3 Gross margin 34.6 % ( 8.6 ) % 26.0 % Selling 85.8 ( 31.5 ) $ 54.3 7 Twenty-six weeks ended June 29, 2025 (in millions) As reported Effect of change As adjusted 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 % Selling 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 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. 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 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. See Note 16. 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. 2. 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 $ 136.4 million of the total $ 231.5 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) As of June 28, 2026 As of December 28, 2025 Outstanding receivables sold $ 28.6 $ 27.8 Receivables collected and not remitted to financial institutions, net of receivables sold and not settled with financial institutions 8.8 0.7 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 Statements of Cash Flows. The receivables collected and not remitted to financial institutions are included in Accounts payable in the Consolidated Balance Sheets. (in millions) Twenty-six weeks ended June 28, 2026 Receivables sold $ 231.5 Receivables collected and remitted to financial institutions (1) 119.3 (1) The Company has multiple receivable sales programs; however, is responsible for collecting and remitting receivables under only one of the programs. 8 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. 3. INVENTORIES Inventories consisted of the following: (in millions) As of June 28, 2026 As of December 28, 2025 Finished goods $ 92.9 $ 79.0 Raw materials 27.1 32.0 Maintenance parts 8.7 8.3 Total inventories $ 128.7 $ 119.3 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, consisted of the following: (in millions) As of June 28, 2026 As of December 28, 2025 Land $ 20.7 $ 20.2 Buildings 119.5 118.2 Machinery and equipment 379.4 363.5 Land improvements 1.2 1.1 Building improvements 3.5 3.5 Construction-in-progress 32.4 25.2 556.7 531.7 Less: accumulated depreciation ( 177.0 ) ( 152.5 ) Property, plant and equipment, net $ 379.7 $ 379.2 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). 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. The Company cannot provide assurance that it will be able to complete the sale of any 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, the Company announced in July 2025 the closure of its Grand Rapids, Michigan manufacturing facility. This closure is expected to be completed in the first half of 2027. 9 5. INTANGIBLE ASSETS, NET Intangible assets, net, consisted of the following: (in millions) As of June 28, 2026 As of December 28, 2025 Subject to amortization: Distributor/customer relationships $ 647.7 $ 647.7 Trademarks 59.9 59.9 Amortizable assets, gross 707.6 707.6 Accumulated amortization ( 206.0 ) ( 187.9 ) Amortizable assets, net 501.6 519.7 Not subject to amortization: Trade names 428.7 428.7 Route assets 18.2 15.5 Intangible assets, net $ 948.5 $ 963.9 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). 6. NOTES RECEIVABLE 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 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. The Company has a corresponding notes payable related to the sale of IOs notes receivables. See Note 11. Contingencies. 7. SUPPLY CHAIN FINANCE The Company participates in a supply chain finance program with a certain financial institution. The program allows its 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 agreements 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 28, 2025 $ 8.6 Invoices confirmed during the period 20.1 Confirmed invoices paid during the period 19.3 Balance as of June 28, 2026 $ 9.4 10 8. ACCRUED EXPENSES AND OTHER Current accrued expenses and other consisted of the following: (in millions) As of June 28, 2026 As of December 28, 2025 Accrued compensation and benefits $ 20.0 $ 24.4 Operating right of use liability 21.3 18.6 Insurance liabilities 7.1 6.5 Accounts receivable sales program - amounts collected and due to financial institution 8.8 0.7 Tax Receivable Agreement liability 4.5 4.4 Accrued freight and manufacturing related costs 3.8 3.3 Accrued dividends and distributions 9.1 9.0 Accrued interest 10.6 10.7 Accrued marketing 4.4 1.9 Other accrued expenses 9.8 8.4 Total accrued expenses and other $ 99.4 $ 87.9 Non-current accrued expenses and other consisted of the following: (in millions) As of June 28, 2026 As of December 28, 2025 Operating right of use liability $ 152.4 $ 139.2 Tax Receivable Agreement liability 19.2 19.6 Supplemental retirement and salary continuation plans 6.9 6.6 Long-term portion of an interest rate hedge liability 1.9 1.1 Total accrued expenses and other $ 180.4 $ 166.5 9. TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE Term debt and revolving credit facilities consisted of the following: Debt (in millions) Original Principal Balance Maturity Date As of June 28, 2026 As of December 28, 2025 Term Loan B (1) $ 795.0 January-32 $ 630.3 $ 630.3 Real Estate Term Loan (2) $ 88.1 October-32 54.5 57.0 Equipment loans (3) $ 203.8 158.0 167.0 Asset based lending (“ABL”) facility July-28 0.3 0.2 Net impact of debt issuance costs and original issue discount ( 4.3 ) ( 4.9 ) Total long-term debt 838.8 849.6 Less: current portion ( 38.6 ) ( 31.4 ) Long term portion of term debt and financing obligations $ 800.2 $ 818.2 (1) Credit agreement with a syndicate of banks, led by Bank of America, N.A. ("Term Loan B"). (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 December 2026 to July 2031. 11 Other Notes Payable and Finance Leases Amounts outstanding under notes payable and finance leases consisted of the following: (in millions) As of June 28, 2026 As of December 28, 2025 Note payable – IO notes $ 11.5 $ 13.0 Finance lease obligations 6.5 7.7 Total notes payable 18.0 20.7 Less: current portion ( 6.0 ) ( 6.5 ) Long term portion of notes payable $ 12.0 $ 14.2 Interest Expense Interest expense consisted of the following: (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 Amortization of deferred financing fees 0.3 0.3 0.6 0.7 IO loans 0.3 0.2 0.5 0.4 Total interest $ 10.7 $ 11.4 $ 21.1 $ 22.9 10. DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS AND FAIR VALUE Derivative Financial Instruments The Company uses interest rate swaps to manage its interest rate exposure on its Term Loan B and its Real Estate Term Loan. The interest rate swaps are recorded in the Company’s Consolidated Balance Sheets at fair value. See Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable . The interest rate swaps are designated as cash flow hedges under ASC 815-20 and are included in the Company’s Consolidated Balance Sheets at fair value. 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. Any portion of the derivative that is no longer designated as a hedge is accounted for at fair value with mark-to-market adjustments recorded immediately in earnings. 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. 12 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 $ 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 $ 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. Fair Value 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 June 28, 2026: (in millions) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 58.6 $ — $ — $ 58.6 Interest rate swaps — 0.1 — 0.1 Total assets $ 58.6 $ 0.1 $ — $ 58.7 Liabilities: Commodity contracts $ — $ 0.6 $ — $ 0.6 Interest rate swaps — 2.2 — 2.2 Debt — 838.8 — 838.8 Total liabilities $ — $ 841.6 $ — $ 841.6 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 millions) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 120.4 $ — $ — $ 120.4 Interest rate swaps — 0.8 — 0.8 Total assets $ 120.4 $ 0.8 $ — $ 121.2 Liabilities: Commodity contracts $ — $ 1.2 $ — $ 1.2 Interest rate swaps — 1.1 — 1.1 Debt — 849.6 — 849.6 Total liabilities $ — $ 851.9 $ — $ 851.9 11. CONTINGENCIES Litigation Matters The Company is involved in litigation and other matters incidental to the conduct of its business, the results of which, in the opinion of management, are not likely to be material to the Company’s financial condition, results of operations or cash flows. Guarantees 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 $ 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 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 13 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 $ 0.5 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. All of the above IO 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. 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. 12. SUPPLEMENTARY CASH FLOW INFORMATION (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) $ 17.4 $ 1.8 Non-cash finance lease additions $ 0.3 $ 1.4 Non-cash operating lease additions $ 23.8 $ 15.3 (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 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 Statements of Cash Flows. 13. INCOME TAXES 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. UBH is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, UBH taxable income or loss is passed through to its members, including UBI. Despite its partnership treatment, UBH is liable for income taxes in those states that do not recognize its pass-through status and for certain of its subsidiaries that are not taxed as pass-through entities. The Company has acquired various domestic entities taxed as corporations, which are now wholly owned by us or our subsidiaries. Where required or allowed, these subsidiaries also file and pay taxes as a consolidated group for federal and state income tax purposes. The Company anticipates this structure to remain in existence for the foreseeable future. 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. 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 14 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 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. 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 UBH that will not reverse in the ordinary course of business and will only reverse when UBH is sold or liquidated. The Company has no intention of disposing of or liquidating UBH 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 twelve-quarter 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 business. 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 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. 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 June 28, 2026 or December 28, 2025. Tax receivable agreement liability Pursuant to an election under section 754 of the Code, the Company obtained an increase in its share of the tax basis in the net assets of UBH when it was deemed to purchase units of UBH from a third party then holding common and preferred interests of noncontrolling interests and purchased units of UBH from noncontrolling interests in our business combination in 2020. Following the 2020 business combination, the Noncontrolling Interest Holders have the option to exchange common limited liability company units of UBH ("Common Company Units") along with the forfeiture of a corresponding number of shares of Class V Common Stock for a corresponding number of shares of Class A Common Stock. The Company intends to treat any such exchanges as direct purchases for U.S. federal income tax purposes, which is expected to further increase its share of the tax basis in the net assets of UBH. The increases in tax basis may reduce the amounts the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The Company entered into the Tax Receivable Agreement in connection with our business combination in 2020 (the “Tax Receivable Agreement” or “TRA”), which provides for the payment by the Company to Noncontrolling Interest Holders of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the business combination and any future exchanges by Noncontrolling Interest Holders of shares of Class V Common Stock for shares of Class A Common Stock; (ii) tax basis increases attributable to payments made under the TRA; and (iii) tax amortization deductions attributable to the acquisition of Kennedy Endeavors and the election to treat the transaction as an asset deal for tax purposes. The rights of each party under the TRA other than the Company are assignable, subject to certain restrictions. 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. 15 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. 14. SEGMENT DATA The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker ("CODM”) in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. 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 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 Materials 149.9 158.0 303.3 317.6 Conversion costs (a) 54.7 51.5 108.7 96.6 Delivery (b) 21.4 20.0 42.1 43.5 Other cost of goods sold (c) 49.6 41.9 90.9 83.4 Gross profit 96.2 95.3 188.1 177.7 Marketing (d) 8.8 8.3 15.0 12.9 Selling expenses (e) 55.8 46.0 100.7 82.9 General and Administrative expenses (f) 36.7 33.7 71.0 69.6 Total selling, general and administrative expenses 101.3 88.0 186.7 165.4 (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 (expense) income — ( 0.6 ) 0.8 ( 0.2 ) Gain on remeasurement of warrant liability — 12.5 — 23.5 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 (benefit) expense ( 0.2 ) ( 3.2 ) 0.4 ( 3.8 ) Net (loss) income $ ( 16.0 ) $ 10.1 $ ( 18.4 ) $ 15.8 (a) Conversion costs include direct labor, indirect labor, and overhead expenses. (b) Delivery charges related to amounts shipped to distribution centers and end customers, and transfer costs between facilities. (c) Other cost of goods sold consists of logistics and other charges. (d) Marketing expenses include customer marketing through traditional media, digital and eCommerce, social media, sponsorships, and other costs such as agency costs, and market research. 16 (e) Selling expenses include non-administrative people costs, selling operations, co-op advertising and other customer expenses, broker fees, royalties, and other selling related costs. (f) General and administrative expenses include administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from certain transaction services agreements. 15. EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the periods. Diluted earnings per share is based on the weighted average number of 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 during the periods. 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 June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025 Numerator: Net (loss) income attributable to common stockholders $ ( 10.1 ) $ 10.5 $ ( 11.8 ) $ 18.0 Denominator: Weighted average Class A Common Stock shares, basic 88,510,845 86,118,292 88,429,350 85,919,842 Dilutive securities included in diluted earnings per share calculation: Warrants — 882,524 — 1,046,428 RSUs — 433,902 — 410,450 PSUs — 244,722 — 227,426 Stock options — — — 397 Total dilutive weighted average shares 88,510,845 87,679,440 88,429,350 87,604,543 Basic (loss) income per share $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21 Diluted (loss) income per share $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21 Weighted average Class V Common Stock not subject to earnings per share calculation 55,349,000 55,349,000 55,349,000 55,502,846 Net loss attributable to noncontrolling interest $ ( 5.9 ) $ ( 0.4 ) $ ( 6.6 ) $ ( 2.2 ) The diluted earnings per share computation includes the effect of the 7,200,000 private placement warrants (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. The diluted earnings per share computation excludes the effect of 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 calculations are as follows: 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 PSUs 848,031 435,156 837,991 418,315 Stock options 649,930 649,930 649,930 633,007 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 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 June 28, 2026 and December 28, 2025, the Noncontrolling Interest Holders held all 17 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. 16. SUBSEQUENT EVENTS 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. 18