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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 127 added, 105 removed, 409 unchanged (36% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

March 30, 2025 and December 29, 2024

(In thousands, except share information)

March 30, 2025

June 29, 2025 and December 29, 2024

(In millions, except share information)

June 29, 2025

As of December 29, 2024

2 unchanged sentences

Accounts receivable, less allowance of $ 3.6 and $ 3.3 , respectively

134,998 119,867

Inventories 125.5 101.4

27 unchanged sentences

1,000,000,000 shares authorized;

86,061,753 and 83,537,542 shares issued and outstanding as of March 30, 2025 and December 29, 2024, respectively

86,145,254 and 83,537,542 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively

Shares of Class V Common Stock, $ 0.0001 par value;

61,249,000 shares authorized;

55,349,000 and 57,349,000 shares issued and outstanding as of March 30, 2025 and December 29, 2024, respectively

55,349,000 and 57,349,000 shares issued and outstanding as of June 29, 2025 and December 29, 2024, respectively

Additional paid-in capital 1,017.2 988.5

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen weeks ended March 30, 2025 and March 31, 2024

(In thousands, except share information)

(in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

For the thirteen weeks ended June 29, 2025 and June 30, 2024

(In millions, except share information)

Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Net sales $ 366.7 $ 356.2 $ 718.8 $ 702.7

5 unchanged sentences

Total selling, distribution, and administrative expenses 119.5 104.6 232.7 214.0

Gain (loss) on sale of assets, net 660 ( 470 )

(Loss) gain on sale of assets, net ( 0.9 ) 2.4 ( 0.2 ) 1.9

Income from operations 6.4 22.5 12.1 32.2

Other (expense) income, net

Other income (loss), net

Gain on sale of business — — — 44.0

1 unchanged sentence

Loss on debt extinguishment — ( 1.3 ) ( 0.5 ) ( 1.3 )

Other income 362 910

Gain (loss) on remeasurement of warrant liability 11,016 ( 11,808 )

Other (expense) income, net ( 623 ) 19,286

Other (loss) income ( 0.6 ) 0.2 ( 0.2 ) 1.0

Gain on remeasurement of warrant liability 12.5 12.9 23.5 1.1

Other income (loss), net 0.5 1.6 ( 0.1 ) 20.8

Income before taxes 6.9 24.1 12.0 53.0

3 unchanged sentences

Net income (loss) attributable to controlling interest $ 10.5 $ 19.8 $ 18.0 $ 15.8

Income (loss) per Class A Common stock:

Income per Class A Common stock:

Basic $ 0.12 $ 0.24 $ 0.21 $ 0.19

6 unchanged sentences

Change in fair value of interest rate swap ( 3.8 ) ( 2.2 ) ( 10.2 ) 2.5

Comprehensive (loss) income ( 774 ) 7,056

Comprehensive income 6.3 23.2 5.6 30.3

Net comprehensive loss (income) attributable to noncontrolling interest 1.9 ( 4.6 ) 6.2 ( 13.0 )

Net comprehensive income (loss) attributable to controlling interest $ 3,590 $ ( 1,296 )

Net comprehensive income attributable to controlling interest $ 8.2 $ 18.6 $ 11.8 $ 17.3

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen weeks ended March 30, 2025 and March 31, 2024

(In thousands, except share information)

For the thirteen weeks ended June 29, 2025 and June 30, 2024

(In millions, except share information)

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

7 unchanged sentences

Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 )

Tax distribution — — — — — — — —

Other comprehensive income — — — — 2.7 2.7 2.0 4.7

Balance at March 31, 2024 81,406,827 $ — 59,349,000 $ — $ 950.1 $ ( 306.8 ) $ 25.7 $ 669.0 $ 721.2 $ 1,390.2

Share-based compensation 123,295 — — 5.3 — — 5.3 — 5.3

Deferred tax impact from divestiture — — ( 0.1 ) — — ( 0.1 ) — ( 0.1 )

Net income — — — 19.8 — 19.8 5.6 25.4

Cash dividends declared — — — ( 4.9 ) — ( 4.9 ) — ( 4.9 )

Special excess cash dividend — — — ( 1.8 ) — ( 1.8 ) — ( 1.8 )

Distribution to noncontrolling interest — — — — — — ( 3.5 ) ( 3.5 )

Tax distribution — — — — — — ( 2.6 ) ( 2.6 )

Other comprehensive loss — — — — ( 1.2 ) ( 1.2 ) ( 1.0 ) ( 2.2 )

Balance at June 30, 2024 81,530,122 $ — 59,349,000 $ — $ 955.3 $ ( 293.7 ) $ 24.5 $ 686.1 $ 719.7 $ 1,405.8

Balance at December 29, 2024 83,537,542 $ — 57,349,000 $ — $ 988.5 $ ( 304.7 ) $ 18.6 $ 702.4 $ 685.3 $ 1,387.7

4 unchanged sentences

Cash dividends declared — — — ( 5.6 ) — ( 5.6 ) — ( 5.6 )

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

Special excess cash dividend declared — — — ( 0.9 ) — ( 0.9 ) — ( 0.9 )

3 unchanged sentences

Balance at March 30, 2025 86,061,753 $ — 55,349,000 $ — $ 1,014.5 $ ( 303.7 ) $ 14.7 $ 725.5 $ 652.1 $ 1,377.6

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 ) $ 12.4 $ 731.2 $ 646.7 $ 1,377.9

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the thirteen weeks ended March 30, 2025 and March 31, 2024

(In thousands)

Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

For the thirteen weeks ended June 29, 2025 and June 30, 2024

(In millions)

Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Cash flows from operating activities

1 unchanged sentence

Adjustments to reconcile net income to net cash used in operating activities:

Impairment and other charges 0.6 —

Depreciation and amortization 40.0 35.9

Gain on sale of business — ( 44.0 )

(Gain) loss on remeasurement of warrant liability ( 11,016 ) 11,808

(Gain) loss on sale of assets ( 660 ) 470

Gain on remeasurement of warrant liability ( 23.5 ) ( 1.1 )

Loss (gain) on sale of assets 0.2 ( 1.9 )

Loss on debt extinguishment 0.5 1.3

10 unchanged sentences

Purchases of property and equipment ( 65.7 ) ( 37.8 )

Purchases of intangibles — ( 9.2 )

Proceeds from sale of property and equipment 0.8 24.1

14 unchanged sentences

Net cash provided by (used in) financing activities 73.7 ( 126.2 )

Net increase (decrease) in cash and cash equivalents 6,610 ( 5,019 )

Net (decrease) increase in cash and cash equivalents ( 1.5 ) 14.6

Cash and cash equivalents at beginning of period 56.1 52.0

31 unchanged sentences

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 including historical data on performance of similar promotional programs.

The Company has reserves in place of $ 12.9 million as of March 30, 2025, which included adjustments taken by customers of $ 12.0 million that were awaiting final processing as of such date, and had reserves of $ 20.8 million as of December 29, 2024, which include adjustments taken by customers of $ 9.3 million that were awaiting final processing as of such date.

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 $ 14.6 million as of June 29, 2025, which included adjustments taken by customers of $ 13.1 million that were awaiting final processing as of such date, and had reserves of $ 20.8 million as of December 29, 2024, which include adjustments taken by customers of $ 9.3 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.

Recently Issued Accounting Standards – In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

The 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.

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 the ASU to determine its impact on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company is currently evaluating this ASU to determine its impact on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss).

In December 2023, the FASB issued ASU 2023-09, Income Taxes:

8 unchanged sentences

Garcia Sale on February 5, 2024:

(in thousands)

(in millions)

Property, plant, and equipment, net

5 unchanged sentences

The gain on the Good Health and R.W.

Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen weeks ended March 31, 2024.

Garcia Sale is recognized as Gain on sale of business in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the twenty-six weeks ended June 30, 2024.

On April 22, 2024, the Company sold to Our Home its Berlin, PA and Fitchburg, MA manufacturing facilities and certain related assets (the “Manufacturing Facilities Sale”).

The Company and Our Home are operating under transition services agreements related to each of the Good Health and R.W.

Garcia Sale and the Manufacturing Facilities Sale, which are scheduled to expire during the first half of 2025.

In addition, the parties will operate under reciprocal co-manufacturing agreements pursuant to which Our Home will co-manufacture certain of the Company's products and the Company will co-manufacture certain Good Health products.

Certain Good Health products will continue to be distributed and sold on the Company's DSD network for Our Home pursuant to a distribution agreement.

The Company received approximately $ 18.7 million in advance from Our Home for certain terms under these agreements, which the Company will recognize through income from operations over the terms of the transition services and co-manufacturing agreements.

The Company and Our Home were operating under transition services agreements related to each of the Good Health and R.W.

Garcia Sale and the Manufacturing Facilities Sale, which expired during the first half of 2025.

In addition, the parties will continue to operate under reciprocal co-manufacturing agreements pursuant to which Our Home co-manufactures certain of the Company's products and the Company co-manufactures certain Good Health products.

Certain Good Health products continue to be distributed and sold on the Company's DSD network for Our Home pursuant to a distribution agreement.

The Company received approximately $ 18.7 million in advance from Our Home for certain terms under these agreements, which the Company recognized through income from operations over the terms of the transition services and co-manufacturing agreements.

Inventories consisted of the following:

(in thousands) As of

March 30, 2025

(in millions)

June 29, 2025

As of December 29, 2024

5 unchanged sentences

Property, plant and equipment, net, consisted of the following:

(in thousands) As of

March 30, 2025

(in millions)

June 29, 2025

As of December 29, 2024

5 unchanged sentences

Construction-in-progress 58.5 107.4

506,469 467,488

accumulated depreciation ( 141.0 ) ( 122.3 )

Property, plant and equipment, net $ 389.7 $ 345.2

Depreciation expense was $ 9.4 million and $ 8.7 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

Depreciation expense was $ 11.9 million and $ 8.2 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 21.3 million and $ 17.0 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

Depreciation expense is included in Cost of goods sold and Selling, distribution, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

1 unchanged sentence

A roll-forward of goodwill is as follows:

(in thousands)

(in millions)

Balance as of December 29, 2024

Balance as of March 30, 2025

Balance as of June 29, 2025

Intangible assets, net, consisted of the following:

(in thousands) As of

March 30, 2025

(in millions)

June 29, 2025

As of December 29, 2024

7 unchanged sentences

Trade names 428.7 428.7

14,364 12,023

Intangible assets, net $ 983.0 $ 996.5

Amortization of distributor/customer relationships, technology and trade names amounted to $ 9.0 million and $ 9.2 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

The expense related to the amortization of intangibles is included in administrative expenses in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Amortization of distributor/customer relationships, technology and trade names amounted to $ 9.0 million and $ 9.0 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 18.0 million and $ 18.3 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, 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).

NOTES RECEIVABLE

1 unchanged sentence

The notes bear interest at rates ranging from 5.00 % to 10.55 % with terms ranging generally from one to ten years .

The notes receivable balances due from IOs at March 30, 2025 and December 29, 2024 totaled $ 13.4 million and $ 13.8 million, respectively, and are collateralized by the routes for which the loans are made.

The notes receivable balances due from IOs at June 29, 2025 and December 29, 2024 totaled $ 16.6 million and $ 13.8 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 two other banks.

3 unchanged sentences

Current accrued expenses and other consisted of the following:

(in thousands) As of March 30, 2025 As of December 29, 2024

(in millions) As of June 29, 2025 As of December 29, 2024

Accrued compensation and benefits $ 14.0 $ 24.3

Accrued Federal income tax payable 4.5 —

Operating right of use liability 18.6 17.3

Insurance liabilities 6.5 6.8

Tax Receivable Agreement liability 4.6 0.1

Accrued freight and manufacturing related costs 2.6 4.0

7 unchanged sentences

Non-current accrued expenses and other consisted of the following:

(in thousands) As of March 30, 2025 As of December 29, 2024

(in millions) As of June 29, 2025 As of December 29, 2024

Operating right of use liability $ 144.9 $ 133.0

Tax Receivable Agreement liability

24,419 24,272

Supplemental retirement and salary continuation plans 7.2 6.9

3 unchanged sentences

Term Debt and Revolving Credit Facility

The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A.

("Term Loan B").

On January 29, 2025, the Company amended its Term Loan B to refinance in full all of the $ 630.3 million outstanding term loans thereunder, reduce the interest rate from the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.75 % to SOFR plus the applicable rate of 2.50 % and extend the maturity date from January 20, 2028 to January 29, 2032, as well as to make certain other changes.

Other material terms of the Term Loan B remain unchanged.

The Company recorded a loss on debt extinguishment of $ 0.5 million related to the refinancing of its Term Loan B in its Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen weeks ended March 30, 2025.

Term debt and revolving credit facilities consisted of the following:

Debt (in thousands)

Debt (in millions )

Original Principal Balance Maturity Date As of

March 30, 2025

June 29, 2025

As of December 29, 2024

4 unchanged sentences

$ 157.4 122.0 83.5

ABL facility October-27 50,009 168

Asset based lending (“ABL”) facility October-27 60.7 0.2

Net impact of debt issuance costs and original issue discount ( 5.5 ) ( 5.0 )

3 unchanged sentences

(1) Loan by City National Bank which is secured by a majority of the real estate assets of the Company ("Real Estate Term Loan").

(2) Equipment loans have varying maturities from June 2026 to April 2030.

(2) Equipment loans have varying maturities from June 2026 to July 2030.

Other Notes Payable and Finance Leases

Amounts outstanding under notes payable and finance leases consisted of the following:

(in thousands) As of

March 30, 2025

(in millions)

June 29, 2025

As of December 29, 2024

6 unchanged sentences

Interest expense consisted of the following:

(in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

(in millions) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Company’s long-term debt $ 10.9 $ 9.2 $ 21.8 $ 21.0

8 unchanged sentences

Warrant Liabilities

As of each of March 30, 2025 and December 29, 2024, there were 7,200,000 private placement warrants (“Warrants”) outstanding, which are accounted for as derivative liabilities pursuant to ASC 815-40.

As of each of June 29, 2025 and December 29, 2024, there were 7,200,000 private placement warrants (“Warrants”) outstanding, which are accounted for as derivative liabilities pursuant to ASC 815-40.

The Warrants have a term of five years and expire in August 2025.

A reconciliation of the changes in the warrant liability during the thirteen weeks ended March 30, 2025 is as follows:

(in thousands)

A reconciliation of the changes in the warrant liability during the thirteen weeks ended June 29, 2025 is as follows:

(in millions)

Fair value of warrant liabilities as of December 29, 2024 $ 33.0

1 unchanged sentence

Fair value of warrant liabilities as of March 30, 2025 $ 22.0

Gain on remeasurement of warrant liability ( 12.5 )

Fair value of warrant liabilities as of June 29, 2025 $ 9.5

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 $ 91.0 million as of March 30, 2025 and $ 61.1 million as of December 29, 2024.

These purchase commitments totaled $ 90.2 million as of June 29, 2025 and $ 61.1 million as of December 29, 2024.

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 $ 0.6 million and $ 0.8 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

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 March 30, 2025:

(in thousands) Level 1 Level 2 Level 3 Total

The Company has recorded purchase commitment gains totaling $ 1.1 million and $ 0.1 million for the thirteen weeks ended June 29, 2025 and June 30, 2024, respectively, and $ 1.7 million and $ 0.9 million for the twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively.

(in millions) Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 54.6 $ — $ — $ 54.6

8 unchanged sentences

(in thousands) Level 1 Level 2 Level 3 Total

(in millions) Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 56.1 $ — $ — $ 56.1

10 unchanged sentences

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 $ 63.5 million and $ 63.5 million at March 30, 2025 and December 29, 2024, respectively, which loans are accounted for as off balance sheet arrangements.

The outstanding balance of loans guaranteed that were issued by Bank of America was $ 63.9 million and $ 63.5 million at June 29, 2025 and December 29, 2024, 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 fiscal years 2025 and 2024, which the Company partially guarantees.

The outstanding balance of notes purchased by Bank of America at March 30, 2025 and December 29, 2024 was $ 10.1 million and $ 11.7 million, respectively.

Due to the structure of the transactions, the sale 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 outstanding balance of notes purchased by Bank of America at June 29, 2025 and December 29, 2024 was $ 12.8 million and $ 11.7 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 receivable also remain in the Company’s Consolidated Balance Sheets.

1 unchanged sentence

Additionally, the Company guarantees loans for the purchase of routes made by two other banks.

The outstanding balance of these loans was $ 1.3 million and $ 1.5 million at March 30, 2025 and December 29, 2024, respectively, of which $ 1.1 million and $ 1.3 million was included in the Company's Consolidated Balance Sheets at March 30, 2025 and December 29, 2024, respectively.

The outstanding balance of these loans was $ 1.0 million and $ 1.5 million at June 29, 2025 and December 29, 2024, respectively, of which $ 0.0 million and $ 1.3 million was included in the Company's Consolidated Balance Sheets at June 29, 2025 and December 29, 2024, 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.

2 unchanged sentences

SUPPLEMENTARY CASH FLOW INFORMATION

(in thousands) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

(in millions) Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Cash paid for interest $ 28.9 $ 34.5

1 unchanged sentence

Payments for income taxes $ 1.8 $ 25.6

Finance lease additions $ 570 $ 1,763

Operating lease additions $ 11,434 $ 3,049

Non-cash finance lease additions $ 1.4 $ 2.3

Non-cash operating lease additions $ 15.3 $ 8.3

The Company presents the gain on the sale of disposals of property and equipment, and the gain on the sale of routes within (Loss) gain on sale of assets within the Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statement of Cash Flows.

7 unchanged sentences

The Company anticipates this structure to remain in existence for the foreseeable future.

The Company recorded income tax benefit of $ 0.6 million and expense of $ 26.5 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively.

The effective tax rates for the thirteen weeks ended March 30, 2025 and March 31, 2024 were ( 12.4 )% and 91.7 %, respectively.

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.

Comparably, the Company recorded income tax benefit of $ 1.3 million and expense of $ 25.2 million for the thirteen and twenty-six weeks ended June 30, 2024, respectively.

The effective tax rates for the thirteen and twenty-six weeks ended June 29, 2025 were ( 46.4 )% and ( 31.7 )%, respectively.

Comparably, the effective tax rates for the thirteen and twenty-six weeks ended June 30, 2024 were ( 5.4 )% and 47.5 %, 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 taxes and the fair value impact of warrant liabilities.

The Company’s effective tax rate for the thirteen weeks ended March 30, 2025 was 29.4 % before consideration of any discrete items.

During the thirteen weeks ended March 30, 2025, the effective tax rate was impacted by statutory state tax rate changes, which resulted in a discrete tax expense of $ 1.1 million.

The Company’s effective tax rates for the thirteen and twenty-six weeks ended June 29, 2025 are 62.2 % and 43.8 %, respectively before consideration of any discrete items.

During the thirteen and twenty-six weeks ended June 29, 2025, the effective tax rate was impacted by statutory state tax rate changes, which resulted in a discrete tax benefit of $ 0.3 million and expense of $ 0.8 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 March 30, 2025, a significant piece of objective negative

evidence evaluated was the twelve-quarter cumulative loss before taxes.

As of June 29, 2025, 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.

8 unchanged sentences

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 March 30, 2025, tax years 2021 through 2025 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 2020 through 2025 remain open and subject to examination in selected states that have a four-year statute of limitations.

As of June 29, 2025, tax years 2021 through 2025 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 2020 through 2025 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 March 30, 2025 or December 29, 2024.

The Company did not maintain any unrecognized tax benefits as of June 29, 2025 or December 29, 2024.

Equity for a discussion on distribution requirements to UBH members regarding income taxes on their flow-through income.

11 unchanged sentences

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.

As of March 30, 2025 and December 29, 2024, the Company had a liability of $ 24.5 million and $ 24.4 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.

As of June 29, 2025 and December 29, 2024, the Company had a liability of $ 25.5 million and $ 24.4 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.

The Company operates in one reportable segment:

4 unchanged sentences

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.

Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

(in millions) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Net sales $ 366.7 $ 356.2 $ 718.8 $ 702.7

8 unchanged sentences

Total selling, distribution, and administrative expenses 119.5 104.6 232.7 214.0

Gain (loss) on sale of assets, net 660 ( 470 )

(Loss) gain on sale of assets, net ( 0.9 ) 2.4 ( 0.2 ) 1.9

Income from operations 6.4 22.5 12.1 32.2

2 unchanged sentences

Loss on debt extinguishment — ( 1.3 ) ( 0.5 ) ( 1.3 )

Other income 362 910

Gain (loss) on remeasurement of warrant liability 11,016 ( 11,808 )

Other (expenses) income, net ( 623 ) 19,286

Other (loss) income ( 0.6 ) 0.2 ( 0.2 ) 1.0

Gain on remeasurement of warrant liability 12.5 12.9 23.5 1.1

Other income (loss), net 0.5 1.6 ( 0.1 ) 20.8

Income before income taxes 6.9 24.1 12.0 53.0

Income tax expense (benefit) ( 625 ) 26,544

Income tax (benefit) expense ( 3.2 ) ( 1.3 ) ( 3.8 ) 25.2

Net income $ 10.1 $ 25.4 $ 15.8 $ 27.8

1 unchanged sentence

(b) Other cost of goods sold consists of logistics and other charges.

(c) Delivery charges related to amounts to ship to distribution centers, end customers, and transfer costs between facilities.

(c) Delivery charges related to amounts to ship to distribution centers and end customers, and transfer costs between facilities.

(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.

(e) Selling expenses include people costs, selling operations, co-op advertising and other customer expenses, broker fees, royalties, and other selling related costs.

(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) Administrative expenses include administrative people costs, administrative operations, taxes, fees, and other administrative costs, offset by reimbursements from the transaction services agreements described in Note 2.

5 unchanged sentences

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 thousands, except share data) Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Net income (loss) attributable to common stockholders $ 7,502 $ ( 3,990 )

The following table reconciles the numerators and denominators used in the computations of both basic and diluted income per share:

(in millions, except share data) Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

Net income attributable to common stockholders $ 10.5 $ 19.8 $ 18.0 $ 15.8

Weighted average Class A Common Stock shares, basic 86,118,292 81,457,014 85,919,842 81,423,240

5 unchanged sentences

Total dilutive weighted average shares 87,679,440 84,954,412 87,604,543 84,762,662

Basic income (loss) per share $ 0.09 $ ( 0.05 )

Diluted income (loss) per share $ 0.09 $ ( 0.05 )

Basic income per share $ 0.12 $ 0.24 $ 0.21 $ 0.19

Diluted income per share $ 0.12 $ 0.23 $ 0.21 $ 0.19

Weighted average Class V Common Stock not subject to earnings per share calculation 55,349,000 59,349,000 55,502,846 59,349,000

Net (loss) income attributable to noncontrolling interest $ ( 0.4 ) $ 5.6 $ ( 2.2 ) $ 12.0

The diluted earnings per share computation excludes the effect of certain Warrants, 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.

The diluted earnings per share computation excludes the effect of certain Warrants and 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 calculation are as follows:

Thirteen weeks ended March 30, 2025 Thirteen weeks ended March 31, 2024

Warrants — 2,548,053

Thirteen weeks ended June 29, 2025 Thirteen weeks ended June 30, 2024 Twenty-six weeks ended June 29, 2025 Twenty-six weeks ended June 30, 2024

RSUs 382,588 81,751 331,538 396,959

4 unchanged sentences

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 March 30, 2025 and December 29, 2024, the Continuing Members held all 55,349,000 and

57,349,000 shares of Class V Common Stock issued and outstanding, respectively, and also held an equal number of units of UBH, which comprise the noncontrolling interest.

As of June 29, 2025 and December 29, 2024, the Noncontrolling Interest Holders held all 55,349,000 and 57,349,000 shares of Class V Common Stock issued and outstanding, respectively, and also held an equal number of units of UBH, which comprise the noncontrolling interest.

SUBSEQUENT EVENTS

The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R.

1, referred to as the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA, which, among other regulatory updates, contains numerous federal tax provisions including modifications to the capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation.

The Company is currently evaluating the potential effects of the OBBBA on its consolidated financial statements.

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-Q

Item 1. Financial Statements