Utz Brands announces merger details

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 28, 2026, Howard Friedman, the Chief Executive Officer of Utz Brands, Inc., a Delaware corporation (the " Company " or " Utz "), who also serves as the Company's principal operating officer and as a member of Utz's Board of Directors (the " Board "), informed the Executive Vice President, Chief Legal Officer, and Corporate Secretary of the Company of his determination that, in connection with the Company's return to being a private company and contingent upon the Closing, he will cease his employment with the Company and its subsidiaries shortly following the Closing. It is anticipated that Mr. Friedman's departure as an employee from the Company and its subsidiaries will be effective November 30, 2026. Mr. Friedman's determination was not the result of any disagreement with the Company, Parent, the Continuing Stockholders (as defined in the Merger Agreement (as defined below)) or their respective affiliates on any matter relating to the Company's operations, policies, or practices.

Pursuant to the Merger Agreement, Mr. Friedman will also depart from the Board, effective as of and contingent upon the Closing, when the directors of Merger Sub (as defined below) become the directors of the Surviving Corporation (as defined below).

Item 8.01 Other Events.

As previously disclosed, on July 20, 2026, the Company entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Idaho USA, Inc. a Delaware corporation (" Acquiror "), Idaho Merger Sub, Inc., a Delaware corporation and direct or indirect wholly-owned subsidiary of Acquiror (" Merger Sub "), and Intersnack Group GmbH & Co. KG, a German limited partnership ( Kommanditgesellschaft ) (" Parent "). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the " Merger "), and following the Merger, the Company will continue as the surviving corporation in the Merger and become an indirect wholly-owned subsidiary of Parent (the " Surviving Corporation ").

On October 2, 2026, (i) the Company filed its definitive proxy statement on Schedule 14A (as it may be supplemented from time to time, the " Definitive Proxy Statement "), and (ii) the Company, Utz Brands Holdings, LLC (" Company LLC "), Parent, Intersnack Holding Gesellschaft für Auslandsbeteiligungen mbH (" Holdings "), Intersnack Group Holding GmbH (" Intersnack General Partner "), Acquiror, Merger Sub, Series U of UM Partners LLC (" Series U ") and Series R of UM Partners LLC (" Series R " and, collectively with the Company, Company LLC, Parent, Holdings, Intersnack General Partner, Acquiror, Merger Sub and Series U, the " Filing Persons ") filed a related Transaction Statement on Schedule 13E-3/A (the " October 2 Schedule 13E-3 "), in each case, with the U.S. Securities and Exchange Commission (the " SEC ") with respect to the Company's special meeting of stockholders (the " Special Meeting ") to be held in connection with transactions contemplated by the Merger Agreement and other Transaction Agreements (as defined in the Merger Agreement), including the Merger, the TRA Payment (as defined in the Merger Agreement), and the Recapitalization (as defined in the Merger Agreement) (col