Utz Brands, Inc. 10-Q

ITEM 5. OTHER INFORMATION a) Amendment No. 2 to Investor Rights Agreement. On October 28, 2024, UBI entered into Amendment No. 2 to Investor Rights Agreement (“Amendment No. 2”), by and among UBI, Series U, in its capacity as the Seller Representative (as defined therein), Jason K. Giordano, in his capacity as the Sponsor Representative (as defined therein), and certain holders of UBI’s securities, pursuant to which the parties amended the Investor Rights Agreement, dated as of August 28, 2020 (as amended, the “Rights Agreement”), to eliminate the rights of the Seller Representative and the Sponsor Representative set forth in the Rights Agreement to remove their nominees from the Board of Directors of UBI. The foregoing description of Amendment No. 2 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated into this Item 5(a) by reference. b) None. (c) Rule 10b5-1 Trading Arrangements During the three months ended September 29, 2024, 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. 29 ITEM 6. EXHIBITS The exhibits listed in the following exhibit index are furnished as part of this report. EXHIBIT INDEX Exhibit Number Exhibit Description 3.1 Certificate of Domestication of the Company, dated as of August 28, 2020 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on September 3, 2020). 3.2 Certificate of Incorporation of the Company, dated as of March 25, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 1, 2024). 3.3 Amended and Restated By-Laws of the Company, dated as of March 21, 2023 (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q, filed with the Commission on May 11, 2023). 1 0.1* Amendment No. 2 to Investor Rights Agreement, dated as of October 28, 2024, by and among Utz Brands, Inc., and certain of its stockholders. 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 30 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: October 31, 2024 UTZ BRANDS, INC. By: /s/ Ajay Kataria Name: Ajay Kataria Title: Executive Vice President, Chief Financial Officer and Chief Accounting Officer 31