What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-29 · 60 added, 45 removed, 151 unchanged (41% of the section changed)

2 unchanged sentences

We have established disclosure controls and procedures (as defined in Rules 13a-15e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective at a level of reasonable assurance.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective at a level of reasonable assurance as of December 29, 2024.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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Attestation Report of the Registered Public Accounting Firm

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.

The Company's internal control over financial reporting as of December 29, 2024 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There was no other change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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

(b) On November 11, 2024 , the Roger K.

Deromedi Revocable Trust u/a/d 2/11/2000 (the "Revocable Trust"), a trust affiliated with Roger K.

Deromedi , the Lead Independent Director of the Company’s Board of Directors , adopted a Rule 10b5-1 trading plan (the “Plan”).

The Plan provides for the potential sale of up to 440,243 shares of the Company’s Class A Common Stock held by the Revocable Trust to occur between February 10, 2025 (the first trade date) and November 28, 2025 (the Plan end date).

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required by this item with respect to our executive officers and directors is provided below.

Other information required by this item will be set forth in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders (our “2024 Proxy Statement”) under the captions “ Executive Officers of Utz Brands, Inc.” “Corporate Governance ” and " Delinquent Section 16(a) Reports ” to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference to our 2024 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Certain information required by this item is provided below.

Other information required by this item will be set forth in our 2025 Proxy Statement under the captions “Corporate Governance ” and if applicable, " Delinquent Section 16(a) Reports ” to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference.

The information regarding executive officers of the Company required by Item 401 of SEC Regulation S-K will be located in our 2025 Proxy Statement in the section entitled “ Executive Officers of Utz Brands, Inc.

” which information is incorporated herein by reference.

The information required by Item 401 of SEC Regulation S-K concerning the directors and nominees for director of the Company, together with a discussion of the specific experience, qualifications, attributes and skills that led the Board to conclude that the director or nominee should serve as a director at this time, will be located in our 2024 Proxy Statement in the section entitled “ Proposal No.

The information required by Item 401 of SEC Regulation S-K concerning the directors and nominees for director of the Company, including a discussion of the specific experience, qualifications, attributes and skills that led the Board to conclude that the director or nominee should serve as a director at this time, will be located in our 2025 Proxy Statement in the section entitled “ Proposal No.

1 – Election of Directors ,” which information is incorporated herein by reference.

Information regarding the identification of the Audit Committee as a separately-designated standing committee of the Board and information regarding the status of one or more members of the Audit Committee as an “audit committee financial expert” will be located in our 2024 Proxy Statement in the section entitled " Committees and Meetings of the Board – Board Committees ,” which information is incorporated herein by reference.

Information regarding the identification of the Audit Committee as a separately-designated standing committee of the Board and information regarding the status of one or more members of the Audit Committee as an “audit committee financial expert” will be located in our 2025 Proxy Statement in the section entitled Corporate Governance - Committees and Meetings of the Board – Board Committees ,” and - "Corporate Governance - Committees and Meetings of the Board - Audit Committee," which information is incorporated herein by reference.

Information regarding our Business Code of Conduct and Ethics applicable to our directors, officers and associates will be located in our 2025 Proxy Statement in the Section entitled “ Corporate Governance ― Corporate Governance Policies ― Code of Ethics ,” which information is incorporated herein by reference.

Information regarding our insider trading policies will be located in our 2025 Proxy Statement in the Section entitled " Corporate Governance - Insider Trading Policy," which information is incorporated herein by reference.

Executive Compensation

Information concerning executive compensation will be located in our 2024 Proxy Statement in the section entitled, “ Executive and Director Compensation, ” which information is incorporated herein by reference.

Information concerning executive compensation will be located in our 2025 Proxy Statement To be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in the section entitled, “ Executive and Director Compensation, ” which information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information concerning ownership of our voting securities by certain beneficial owners, individual nominees for director, the named executive officers, including persons serving as our Chief Executive Officer and Chief Financial Officer, and directors and executive officers as a group, will be located in our 2024 Proxy Statement in the section entitled " Security Ownership of Certain Beneficial Owners and Management, ” which information is incorporated herein by reference.

Information regarding all of the Company’s equity compensation plans will be located in our 2024 Proxy Statement in the section entitled “ Executive and Director Compensation ― Equity Compensation Plan Information ,” which information is incorporated herein by reference to our 2024 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Information concerning ownership of our voting securities by certain beneficial owners, individual nominees for director, the named executive officers, including persons serving as our Chief Executive Officer and Chief Financial Officer, and directors and executive officers as a group, will be located in our 2025 Proxy Statement to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in the section entitled " Security Ownership of Certain Beneficial Owners and Management, ” which information is incorporated herein by reference.

Information regarding all of the Company’s equity compensation plans will be located in our 2025 Proxy Statement in the section entitled “ Executive and Director Compensation ― Equity Compensation Plan Information ,” which information is incorporated herein by reference to our 2025 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item 13 will be included under the heading " Related Party Transactions - Transactions with Related Persons ” and " Corporate Governance - Director Independence " in our 2024 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Information required by this Item 13 will be included under the heading " Related Party Transactions" and " Corporate Governance - Director Independence " in our 2025 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

This information is incorporated by reference into this Annual Report on Form 10-K.

Principal Accounting Fees and Services

Information required by this Item 14 will be included under the heading " Audit, Audit-Related, Tax and All Other Fees ” in our 2024 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Information required by this Item 14 will be included under the heading "Proposal No.

Ratification of Selection of Independent Registered Public Accounting Firm - Audit, Audit-Related, Tax and All Other Fees ” in our 2025 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

This information is incorporated by reference into this Annual Report on Form 10-K.

7 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 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

Consolidated Balance Sheets as of December 29 , 202 4 and December 31, 2023

Consolidated Statements of Operations And Comprehensive Income (Loss) for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Consolidated Statements of Stockholders' Equity (Deficit) for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023

Notes to Consolidated Financial Statements

6 unchanged sentences

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

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 (File No.

001-38686), filed with the Commission on January 31, 2024).

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:

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

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 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).

Certificate of Incorporation of the Company .

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.

16 unchanged sentences

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

Amendment to Investor Rights Agreement dated October 21, 2021.

Amendment to Investor Rights Agreement dated October 21, 2021 (incorporated by reference to Exhibit 10.4 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

001-38686), filed with the Commission on March 2, 2023) .

Amendment No.

2 to Investor Rights Agreement, dated as of October 30, 2024, by and among Utz Brands, Inc., and certain of its stockholders (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 October 31, 2024).

Standstill Agreement, dated as of August 28, 2020, by and among Utz Brands, Inc., Series U of UM Partners, LLC, Series R of UM Partners, LLC, Collier Creek Partners LLC, certain founder holders and certain beneficial owners and related parties of Series U of UM Partners, LLC and Series R of UM Partners, LLC (incorporated by reference to Exhibit 10.4 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

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

Amendment No.

4, dated September 22, 2022, to the First Lien Credit Agreement, dated as of November 21, 2017 (as amended by that certain Amendment No.

1 to Credit Agreement, dated as of July 23, 2020, that certain Amendment No.

2 to Credit Agreement, dated as of January 20, 2021, that certain Amendment No.

3 to Credit Agreement, dated as of June 22, 2021) among Utz Quality Foods, LLC, Utz Brands Holdings, LLC, Bank of America, N.A., as Administrative Agent and Collateral Agent and each lender from time to time party thereto (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 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.

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

Offer Letter, dated June 27, 2017, entered into by and between Utz Quality Foods, LLC and Ajay Kataria (incorporated by reference to Exhibit 10.9 to Collier Creek’s Registration Statement on Form S-4 (File No.

1 unchanged sentence

Utz Brands, Inc.

2020 Omnibus Equity Incentive Plan, as amended, and the forms of award agreements thereunder.

2020 Omnibus Equity Incentive Plan, as amended, and the forms of award agreements thereunder (incorporated by reference to Exhibit 10.13 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

001-38686), filed with the Commission on March 2, 2023) .

Utz Brands, Inc.

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Utz Brands, Inc.

Registration Statement on Form S-8 (File No.

333-251796), filed with the Commission on December 29, 2020).

Utz Brands, Inc.

Executive Severance Benefit Plan (incorporated by reference to Exhibit 10.14 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

7 unchanged sentences

Bridge Credit Agreement, entered into as of December 14, 2020, among Utz Quality Foods, LLC, Utz Brands Holdings, LLC, Bank of America, N.A., and each lender from time to time party thereto (incorporated by reference to Exhibit 10.1 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

001-38686) dated December 14, 2020 filed with the Commission on December 14, 2020.

001-38686) filed with the Commission on December 14, 2020 ) .

Bridge Security Agreement, dated as of December 14, 2020, among Utz Quality Foods, LLC, Utz Brands Holdings, LLC, the other guarantors party thereto and Bank of America, N.A.

(incorporated by reference to Exhibit 10.2 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

001-38686) dated December 14, 2020 filed with the Commission on December 14, 2020.

001-38686) filed with the Commission on December 14, 2020 ) .

Offer Letter, dated April 11, 2017, entered into by and between Utz Quality Foods, LLC and Mark Schreiber (incorporated by reference to Exhibit 10.19 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

8 unchanged sentences

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

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

Offer Letter dated May 11, 2021 by and between Utz Quality Foods, LLC and Theresa R.

Shea (incorporated by reference to Exhibit 10.23 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

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

Code of Ethics (incorporated by reference to Exhibit 14.1 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

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

A mendment No.

6, dated as of January 29, 202 5 , to 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 January 29, 2025).

Offer Letter dated November 7, 2023 by and between Utz Quality Foods, LLC and Mitchell Arends.

Code of Ethics .

Utz Brands, Inc.

Insider Trading Policy

Insider Trading Poli cy (incorporated by reference to Exhibit 19 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

001-38686), filed with the Commission on February 29, 2024).

List of Subsidiaries

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Utz Brands, Inc.

Amended and Restated Clawback and Forfeiture Policy

Amended and Restated Clawback and Forfeiture Polic y (incorporated by reference to Exhibit 97.1 to Utz Brands, Inc.'s Annual Report on Form 10-K (File No.

001-38686), filed with the Commission on February 29, 2024).

101.INS* XBRL Instance Document.

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Ajay Kataria (Principal Financial Officer & Principal Accounting Officer)

Lissette Chairman;

Lissette Chairperson;

February 20, 2025

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Deromedi Date

/s/ Michael W.

Rice Director;

Chairman Emeritus;

Special Adviser February 29, 2024

Steeneck Director;

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Brown Director February 20, 2025

/s/ Christine Choi Director February 29, 2024

Christine Choi Date

/s/ Christina Choi

Director February 20, 2025

Christina Choi

/s/ Antonio F.

8 unchanged sentences

Pamela Stewart Date

/s/ William Werzyn , Jr.

Director February 20, 2025

William Werzyn , Jr.

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