What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-02 · 37 added, 44 removed, 159 unchanged (34% of the section changed)

12 unchanged sentences

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organization of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of January 1, 2023.

The effectiveness of the Company’s internal control over financial reporting as of January 1, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included herein.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included herein.

Attestation Report of the Registered Public Accounting Firm

The Company's internal control over financial reporting as of January 1, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

The Company's internal control over financial reporting as of December 31, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

28 unchanged sentences

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Grant Thornton LLP, Philadelphia, PA, PCAOB ID Number 248)

Consolidated Balance Sheets as of January 1, 2023 and January 2, 2022

Consolidated Statements of Operations And Comprehensive Income (Loss) for the year s ended January 1, 2023 and January 2, 2022, and fiscal periods ended January 3, 2021 and August 28, 2020

Consolidated Statements of Stockholders' Equity (Deficit) for the year s ended January 1, 2023 and January 2, 2022, and fiscal periods ended January 3, 2021 and August 28, 2020

Consolidated Statements of Cash Flows for the year s ended January 1, 2023 and January 2, 2022, and fiscal periods ended January 3, 2021 and August 28, 2020

Consolidated Balance Sheets as of December 31, 2023 and January 1, 2023

Consolidated Statements of Operations And Comprehensive Income (Loss) for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

Consolidated Statements of Stockholders' Equity (Deficit) for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022

Notes to Consolidated Financial Statements

6 unchanged sentences

001-38686), filed with the Commission on June 5, 2020.

Stock Purchase Agreement by and among Truco Holdco, Inc., Truco Holdings LLC, Utz Quality Foods, LLC and Heron Holding Corporation , dated November 11, 2020 (incorporated by reference to Exhibit 2.1 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

001-38686) dated November 11, 2020 and filed with the Commission on November 12, 2020.

Certificate of Domestication of the Company (incorporated by reference to Exhibit 3.1 of Utz Brands, Inc.’s Current Report on Form 8-K dated August 28, 2020 (File No:

2 unchanged sentences

001-38686), filed with the Commission September 3, 2020).

Bylaws of the Company (incorporated by reference to Exhibit 3.3 of Utz Brands, Inc.’s Current Report on Form 8-K dated August 28, 2020 (File No:

001-38686), filed with the Commission September 3, 2020).

Bylaws of the Company, as Amended and Restated (incorporated by reference to Exhibit 3.3 to Utz Brands, Inc.'s Quarterly Report on Form 10-Q (File No.

001-38686), filed with the Commission on May 11, 2023).

Specimen Warrant Certificate of Collier Creek (incorporated by reference to Exhibit 4.3 of Collier Creek’s Form S-1 (File No.

2 unchanged sentences

001-38686), filed with the Commission on October 10, 2018).

Assignment and Assumption Agreement dated February 22, 2022 by and among the Company, Continental Stock Transfer & Trust Company, and Equinity Trust Company (incorporated by reference to Exhibit 4.

3 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

001-38686), filed with the Commission on March 3, 2022 .

Description of Securities (incorporated by reference to Exhibit 4.4 of Utz Brands, Inc's Annual Report on Form 10-K (File No.

Assignment and Assumption Agreement dated February 22, 2022 by and among the Company, Continental Stock Transfer & Trust Company, and Equinity Trust Company (incorporated by reference to Exhibit 4.3 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

001-38686), filed with the Commission on March 3, 2022.

Description of Securities

Form of Registration Rights Agreement dated April 28, 2022, by and among Utz Brands, Inc.

10 unchanged sentences

001-38686), filed with the Commission on September 3, 2020).

Sponsor Side Letter Agreement, dated June 5, 2020, by and among Collier Creek Holdings, Collier Creek Partners, LLC, Chinh E.

Chu, Jason Giordano, Roger Deromedi and certain of their family members and affiliates and the independent directors of Collier Creek Holdings, Inc.

(incorporated by reference to Exhibit 10.1 of Collier Creek’s Form 8-K (File No.

001-38686), filed with the Commission on June 5, 2020).

Unit Purchase Agreement, dated June 5, 2020, by and among Collier Creek Partners LLC, BSOF SN LLC, Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporated by reference to Exhibit 10.2 of Collier Creek’s Form 8-K (File No.

001-38686), filed with the Commission on June 5, 2020).

Form of Forward Purchase Agreement between the Company and the investor named therein (incorporated by reference to Exhibit 10.9 of Collier Creek’s Form S-1 (File No.

333-227295), filed with the Commission on September 12, 2018).

Amendment No.

4 unchanged sentences

001-38686), filed with the Commission on November 10, 2022).

Amendment No.

7, dated as of September 22, 2022, to the ABL Credit Agreement dated as of November 21, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof), among Utz Quality Foods, LLC, Golden Flake Snack Foods, Inc., Utz Brands Holdings, LLC, Bank of America, N.A., as administrative agent and collateral agent, and each Lender party thereto (incorporated by reference to Exhibit 10.1 to Utz Brands, Inc.’s Quarterly Report on Form 10-Q (File No.

001-38686), filed with the Commission on November 10, 2022).

Eighth Amendment to ABL Facility, dated July 20, 2023 (incorporated by reference to Exhibit 10.1 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

001-38686) dated July 20, 2023 and filed with the Commission on July 21, 2023).

Offer Letter dated August 28, 2020 by and between the Company and Dylan Lissette (incorporated by reference to Exhibit 10.10 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

25 unchanged sentences

001-38686), filed with the Commission on October 3, 2022).

Amendment No.

1 to Howard Friedman Offer Letter, dated November 8, 2023 (incorporated by reference to Exhibit 10.2 to Utz Brands, Inc.'s Quarterly Report on Form 10-Q (File No.

001-38686), filed with the Commission on November 9, 2023).

Offer Letter dated May 10, 2021 by and between the Company and Theresa R.

3 unchanged sentences

001-38686) dated August 28, 2020 and filed with the Commission on September 3, 2020)

Utz Brands, Inc.

Insider Trading Policy

List of Subsidiaries

6 unchanged sentences

Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.

Utz Brands, Inc.

Amended and Restated Clawback and Forfeiture Policy

101.INS* XBRL Instance Document.

12 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

March 2, 2023 UTZ BRANDS, INC.

February 29, 2024 UTZ BRANDS, INC.

/s/ Ajay Kataria

3 unchanged sentences

Signature Title Date

/s/ Howard Friedman Director and Chief Executive Officer March 2, 2023

/s/ Howard Friedman Director and Chief Executive Officer February 29, 2024

Howard Friedman (Principal Executive Officer) Date

/s/ Ajay Kataria Executive Vice President, Chief Financial Officer March 2, 2023

Ajay Kataria (Principal Financial Officer) Date

Aumen Senior Vice President, Chief Accounting Officer March 2, 2023

Aumen (Principal Accounting Officer) Date

Lissette Executive Chairman;

Director March 2, 2023

/s/ Ajay Kataria Executive Vice President, Chief Financial Officer February 29, 2024

Ajay Kataria (Principal Financial Officer & Principal Accounting Officer)

Lissette Chairman;

February 29, 2024

Lissette Date

Deromedi Lead Independent Director March 2, 2023

Deromedi Lead Independent Director February 29, 2024

Deromedi Date

2 unchanged sentences

Chairman Emeritus;

Special Adviser March 2, 2023

Special Adviser February 29, 2024

Steeneck Director;

Chair, Audit Committee March 2, 2023

Chair, Audit Committee February 29, 2024

Steeneck Date

Altmeyer Director;

Chair, Nominating and Corporate Governance Committee March 2, 2023

Chair, Nominating and Corporate Governance Committee February 29, 2024

Altmeyer Date

/s/ Timothy P.

Brown Director March 2, 2023

/s/ Christine Choi Director March 2, 2023

Brown Director February 29, 2024

/s/ Christine Choi Director February 29, 2024

Christine Choi Date

/s/ Antonio F.

Fernandez Director March 2, 2023

Fernandez Director February 29, 2024

Fernandez Date

Giordano Director;

Chair, Compensation Committee March 2, 2023

Chair, Compensation Committee February 29, 2024

Giordano Date

John Lindeman Director March 2, 2023

John Lindeman Director February 29, 2024

John Lindeman Date

/s/ Pamela Stewart Director March 2, 2023

/s/ Pamela Stewart Director February 29, 2024

Pamela Stewart Date

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

What changed 10-K

Item 9A. Controls and Procedures