Utz Brands reported third quarter 2026 results

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2026, Utz Brands, Inc. (NYSE: UTZ) (the "Company") announced via press release the Company's financial results for the fiscal quarter ended September 27, 2026. A copy of the Company's press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K¹ and is hereby incorporated by reference into this Item 2.02.² The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Utz Brands, Inc. Press Release (dated November 6, 2026)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Utz Brands, Inc.

Date: November 6, 2026

By: /s/ William J. Kelley Jr.

Name: William J. Kelley Jr.

Title: Executive Vice President,

Chief Financial Officer

Utz Brands Reports Third Quarter 2026 Results

Take Private Transaction Expected to Close in Fourth Quarter

Hanover, PA – November 6, 2026 – Utz Brands, Inc. (NYSE: UTZ) ("Utz" or the "Company"), a leading U.S. manufacturer of branded Salty Snacks and a small-cap growth and value Staples equity, today reported financial results for the Company's third fiscal quarter ended September 27, 2026.

3Q'26 Summary (1)

• Net Sales decreased 2.3% to $369.2 million

• Total Organic Net Sales decreased 2.3%; Branded Salty Snacks Organic Net Sales increased 0.3%⁴

• Gross Profit Margin decline of 320bps⁵

• Adjusted Gross Profit Margin decline of 530bps

• Net Loss increased to $32.1 million⁵

• Adjusted Net Income decreased 57.6% to $14.2 million

• EBITDA decreased 95.4% to $1.1 million

• Adjusted EBITDA decreased 30.3% to $42.0 million⁶

• Diluted Earnings Per Share decreased to $(0.27)

• Adjusted Earnings Per Share decreased 56.5% to $0.10⁶

• Cash Flow Used in Operations was $4.9 million

• Adjusted Free Cash Flow declined to $(15.5) million

• Net Leverage Ratio was consistent with prior year at 3.9x

(1) All comparisons for the third quarter of 2026 are to the third quarter of 2025 (ended September 28, 2025).

"Our results were impacted by industry-wide headwinds that intensified throughout the quarter, including abrupt, significant inflation and a modestly weaker consumer," said Howard Friedman, Chief Executive Officer of Utz. "I have been proud to serve as CEO of Utz for nearly four years and remain focused on supporting Utz's transition to a private company and John Lindeman's transition to CEO in the coming weeks following the expected closing of the transaction."

Recent Agreement to Take Utz Private

On July 20, 2026, Utz and Intersnack Group GmbH & Co. KG ("Intersnack Group" or "Intersnack") entered into a definitive agreement pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Company for $14.25 per share in cash. Upon closing the transaction, Utz will become a private company with the Rice and Lissette Family Entities (the "Rice and Lissette Family") and a subsidiary of Intersnack Group each owning 50% of Utz Brands Holdings, LLC. As such, the Company will not provide its outlook for 2026 and will not hold a conference call to discuss the Company's financial results for the third quarter and year-to-date period ended September 27, 2026. The Company expects the transaction will close in the fourth quarter of 2026, subject to satisfaction of closing conditions. All regulatory conditions have been satisfied, and the special meeting of the Company's stockholders to vote on the transaction is scheduled for November 13, 2026.

Third Quarter 2026 Results

Third quarter Net Sales decreased 2.3% to $369.2 million³ compared to $377.8 million in the prior year period. Organic Net Sales decreased 2.3% year-over-year, driven by a 5.2% reduction from volume/mix, partially offset by a benefit from higher net price realization of 2.9%. Branded Salty Snacks Organic Net Sales (2) (representing 92% of total Net Sales) increased 0.3% versus the prior year period, led by our Power Four Brands, offset by a 23.8% decline in Non-Branded & Non-Salty Snacks Organic Net Sales over the same period, primarily due to Non-Branded, which was impacted by accelerated elimination of low margin items.

For the 13-week period ended September 27, 2026, the Company's Branded Salty Snacks Retail Sales increased 0.2% versus the prior year period, compared to a 1.1% increase for the Salty Snack category overall (1) . The Company's Retail Volumes decreased by 3.3%, compared to a 0.1% increase for the Salty Snack category (1) . The Company drove Retail Sales gains in its Expansion Geographies (2) . The Company's Power Four Brands of Utz®, On The Border®, Zapp's® and Boulder Canyon® Retail Sales increased