Item 5. Other Information
ITEM 5. OTHER INFORMATION
a) None.
b) None.
c) During the quarter ended March 31, 2024, the Roger K. Deromedi Revocable Trust u/a/d 2/11/2000 (the "Revocable Trust"), a trust affiliated with Roger Deromedi , the Lead Independent Director of the Company’s Board of Directors , adopted a Rule
24
10b5-1 trading plan (the “Plan”). The Plan provides for the potential sale of up to 506,270 shares of the Company’s Class A Common Stock held by the Revocable Trust to occur between June 11, 2024 (the first trade date) and February 7, 2025 (the Plan end date). Mr. Deromedi holds voting and dispositive power over the shares of Class A Common Stock held by the Revocable Trust. This Plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in the Company’s securities.
ITEM 6. EXHIBITS
The exhibits listed in the following exhibit index are furnished as part of this report.
EXHIBIT INDEX
Exhibit
Number Exhibit Description
2.1
Purchase Agreement dated January 31, 2024, by and among GH Pop Holdings LLC, R.W. Garcia Holdings, LLC, Utz Quality Foods, LLC, Condor Snack Foods, LLC, Healthy Snacks Holdco LLC, North Carolina Tortilla Manufacturing LLC, Pennsylvania Tortilla Manufacturing LLC and Best Snacks, LLC. (incorporated by reference to Exhibit 2.1 of Utz Brands, Inc.'s Current Report on Form 8- K dated January 31, 2024 (File No. 00 1-38686 ), filed with the Commission on January 31, 2024 ) .
3.1
Certificate of Domestication of the Company (incorporated by reference to Exhibit 3.1 of Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686) filed with the Commission on September 3, 2020).
3.2
Certificate of Incorporation of the Company (incorporate by reference to Exhibit 3.2 of Utz Brands, Inc.’s Current Report on Form 8-K (File No. 001-38686) filed with the Commission on September 3, 2020).
3.3
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).
10.1
Amendment No. 5 to that certain First Lien Credit Agreement, dated as of November 21, 2017 ( incorporated by reference to Exhibit 10. 1 to Utz Brands, Inc.'s Current Report on Form 8-K (File No. 001-38686 ) , filed with the Commission on April 18, 2024) .
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
+ Indicated a management or compensatory plan.
25
SIGNATURES
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.
Date: May 2, 2024 UTZ BRANDS, INC.
By: /s/ Ajay Kataria
Name: Ajay Kataria
Title: Executive Vice President,
Chief Financial Officer and Chief Accounting Officer
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.