Utz Brands reported a net loss of $24.3 million

Cover page 2 changes

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For the quarterly period ended June 28, September 27, 2026

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As of August 3, November 2, 2026, 88,613,213 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and 55,349,000 shares of Class V Common Stock, par value $0.0001 per share ("Class V Common Stock"), were issued and outstanding.

Forward-looking statements 4 changes

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• Cost savings plans and network and logistics optimization strategies;

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• The Company's cost savings plans and logistics optimization efforts;

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• The effects of the Company's marketing and innovation initiatives; and

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As a result of a number of known and unknown risks and uncertainties, the Company's results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, without limitation: our operation in an industry with high levels of competition and consolidation; our reliance on key customers and ability to obtain favorable contractual terms and protections with customers; changes in demand for our products driven by changes in consumer preferences and tastes or our ability to innovate or market our products effectively; changes in consumers' loyalty to our brands due to factors beyond our control; impacts on our reputation caused by concerns relating to the quality and safety of our products, ingredients, packaging, or processing techniques; the potential that our products might need to be recalled if they become adulterated or are mislabeled; the loss of retail shelf space and disruption to sales of food products due to changes in retail distribution arrangements; our reliance on third parties to effectively operate both our direct-to-warehouse delivery system and our direct-store-delivery network system; the evolution of e-commerce retailers and sales channels; disruption to our manufacturing operations, supply chain, or distribution channels; the effects of inflation, including rising labor costs; increased fuel prices; shortages of raw materials, energy, water, and other supplies; changes in the legal and regulatory environments in which we operate, including with respect to tax legislation; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries, or investigations into our business; potential adverse effects or unintended consequences related to the implementation of our growth strategy; our ability to successfully identify and execute acquisitions or dispositions and to manage integration or carve out issues following such transactions; the geographic concentration of our markets; our ability to attract and retain highly skilled personnel; impairment in the carrying value of goodwill or other intangible assets; our ability to protect our intellectual property rights; disruptions, failures, or security breaches of our information technology infrastructure, including cyber incidents; climate change or legal, regulatory or market measures to address climate change; our exposure to liabilities, claims or new laws or regulations with respect to environmental matters; the increasing focus and opposing views, legislation and expectations with respect to ESG initiatives; restrictions on our operations imposed by covenants in our debt instruments; our exposure to changes in interest rates; adverse impacts from disruptions in the worldwide financial markets, including on our ability to obtain new credit; our exposure to any new or increased income or product taxes; pandemics, epidemics or other disease outbreaks; our exposure to changes to trade policies and tariff and import/export regulations by the United States and other jurisdictions; potential volatility in our Class A Common Stock caused by resales thereof; our dependence on distributions made by our subsidiaries; our payment obligations pursuant to a tax receivable agreement, which in certain cases may exceed the tax benefits we realize or be accelerated; provisions of Delaware law and our governing documents and other agreements that could limit the ability of stockholders to take certain actions or delay or discourage takeover attempts that stockholders may consider favorable; our exclusive forum provisions in our governing documents; the influence of certain significant stockholders and members of Utz Brands Holdings, LLC, whose interests may differ from those of our other stockholders; the risk that the proposed transaction with the Intersnack Group may not be completed in a timely manner, or at all, including because required stockholder or regulatory approvals or other closing conditions are not satisfied or waived; the effects of the announcement and pendency of the proposed transaction on our business, employees and relationships with customers, suppliers, independent operators and other business partners, including the diversion of management's attention and the restrictions on the conduct of our business under the interim operating covenants; the significant transaction costs we have incurred and expect to continue to incur, whether or not the transaction is completed; litigation relating to the proposed transaction, including potential injunctions or other orders that could delay or prevent its completion; the limitations on our ability to pursue alternative transactions and our obligation to pay a termination fee in specified circumstances; the loss of the opportunity for holders of our Class A Common Stock to participate in any future growth of the Company if the transaction is completed; and other risks and uncertainties set forth in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 28, 2025, in Part II, Item 1A in our Quarterly Report on Form 10-Q for the quarter ended June 28, 2026, and in the other reports we file with the U.S. Securities and Exchange Commission from time to time.

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Financial statements 175 changes

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June 28, September 27, 2026 and December 28, 2025

2 unchanged paragraphs

Cash and cash equivalents $ 58.6 70.1 $ 120.4

Accounts receivable, less allowance of $ 3.5 3.1 and $3.3, $ 3.3 , respectively

Inventories 128.7 128.9 119.3

Prepaid expenses and other assets 47.1 33.7 39.9

Current portion of notes receivable 4.1 3.3 4.0

Total current assets 362.1 371.6 384.4

Assets held for sale 9.1 6.1 10.3

Property, plant and equipment, net 379.7 378.1 379.2

1 unchanged paragraph

Other assets 201.0 179.8

Intangible assets, net 948.5 938.4 963.9

Non-current portion of notes receivable 9.9 9.7 10.8

Other assets 213.5 179.8

Total non-current assets 2,413.4 2,411.0 2,409.2

Total assets $ 2,775.5 2,782.6 $ 2,793.6

1 unchanged paragraph

Accounts payable 196.7 197.4

Current portion of term debt $ 38.6 39.3 $ 31.4

Current portion of other notes payable 6.0 5.7 6.5

Accounts payable 222.2 197.4

Accrued expenses and other 99.4 79.2 87.9

Total current liabilities 340.7 346.4 323.2

1 unchanged paragraph

Non-current portion of term debt and revolving credit facility 800.2 836.3 818.2

Non-current portion of other notes payable 12.0 10.4 14.2

Non-current accrued expenses and other 180.4 176.8 166.5

Deferred tax liability 128.5 128.3 126.6

Total non-current liabilities 1,121.1 1,151.8 1,125.5

Total liabilities 1,461.8 1,498.2 1,448.7

1 unchanged paragraph

Accumulated deficit ( 350.1 ) ( 326.6 )

Noncontrolling interest 617.8 631.2

Shares of Class A Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 88,548,477 88,613,213 and 87,509,774 shares issued and outstanding as of June 28, September 27, 2026 and December 28, 2025, respectively

Shares of Class V Common Stock, $ 0.0001 par value; 61,249,000 shares authorized; 55,349,000 shares issued and outstanding as of both June 28, September 27, 2026 and December 28, 2025

Additional paid-in capital 1,042.4 1,046.5 1,037.0

Accumulated deficit ( 380.0 ) ( 326.6 )

Accumulated other comprehensive income 3.6 8.4 3.3

Total stockholders' equity 695.9 674.9 713.7

Noncontrolling interest 609.5 631.2

Total equity 1,313.7 1,284.4 1,344.9

Total liabilities and equity $ 2,775.5 2,782.6 $ 2,793.6

2 unchanged paragraphs

Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Net sales $ 371.8 $ 366.7 $ 733.1 $ 718.8

Cost of goods sold 275.6 271.4 545.0 541.1

Gross profit 96.2 95.3 188.1 177.7

For the thirteen and twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025 (In millions, except share information)

Thirteen weeks ended September 27, 2026 Thirteen weeks ended September 28, 2025 Thirty-nine weeks ended September 27, 2026 Thirty-nine weeks ended September 28, 2025

Net sales $ 369.2 $ 377.8 $ 1,102.3 $ 1,096.6

Cost of goods sold 291.6 286.3 836.6 827.4

Gross profit 77.6 91.5 265.7 269.2

1 unchanged paragraph

Selling 64.6 54.3 115.7 95.8

General and administrative 36.7 33.7 71.0 69.6

Total selling, general, and administrative expenses 101.3 88.0 186.7 165.4 (Loss) gain on sale of assets, net ( 0.4 ) ( 0.9 ) 0.9 ( 0.2 )

(Loss) income from operations ( 5.5 ) 6.4 2.3 12.1

Other (loss) income, net

Interest expense ( 10.7 ) ( 11.4 ) ( 21.1 ) ( 22.9 )

Selling 57.5 53.0 173.2 148.8

General and administrative 39.9 34.7 110.9 104.3

Total selling, general, and administrative expenses 97.4 87.7 284.1 253.1

Loss on sale of assets, net ( 1.9 ) ( 0.5 ) ( 1.0 ) ( 0.7 )

(Loss) income from operations ( 21.7 ) 3.3 ( 19.4 ) 15.4

Interest expense ( 11.1 ) ( 10.6 ) ( 32.2 ) ( 33.5 )

1 unchanged paragraph

Other (loss) income — ( 0.6 ) 0.8 ( 0.2 )

Other (loss) income, net ( 10.7 ) 0.5 ( 20.3 ) ( 0.1 )

(Loss) income before taxes ( 16.2 ) 6.9 ( 18.0 ) 12.0

Income tax (benefit) expense ( 0.2 ) ( 3.2 ) 0.4 ( 3.8 )

Net (loss) income ( 16.0 ) 10.1 ( 18.4 ) 15.8

Net loss attributable to noncontrolling interest 5.9 0.4 6.6 2.2

Basic $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21

Diluted $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21

Other income, net 0.6 1.2 1.4 1.0

(Loss) gain on remeasurement of warrant liability — 12.5 ( 23.5 0.7 ) — 22.8

Other loss, net ( 10.5 ) ( 10.1 ) ( 30.8 ) ( 10.2 )

(Loss) income before taxes ( 32.2 ) ( 6.8 ) ( 50.2 ) 5.2

Income tax (benefit) expense ( 0.1 ) 13.4 0.3 9.6

Net loss ( 32.1 ) ( 20.2 ) ( 50.5 ) ( 4.4 )

Net loss attributable to noncontrolling interest 7.8 5.5 14.4 7.7

Net (loss) income attributable to controlling interest $ ( 10.1 24.3 ) $ 10.5 ( 14.7 ) $ ( 11.8 36.1 ) $ 18.0 3.3 (Loss) income per Class A Common stock: (in dollars)

Basic $ ( 0.27 ) $ ( 0.17 ) $ ( 0.41 ) $ 0.04

Diluted $ ( 0.27 ) $ ( 0.17 ) $ ( 0.41 ) $ 0.04

1 unchanged paragraph

Basic 88,510,845 86,118,292 88,429,350 85,919,842

Diluted 88,510,845 87,679,440 88,429,350 87,604,543

Net (loss) income $ ( 16.0 ) $ 10.1 $ ( 18.4 ) $ 15.8

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and 95 more changes in the filing

Note 1: OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 22 changes

Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI") and its wholly owned majority-owned subsidiaries (collectively, the "Company"). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial statements and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). They do not include all information and notes required by U.S. GAAP for annual financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the Notes to Consolidated Financial Statements included in the Company's financial statements for the year ended December 28, 2025. The balance sheet as of December 28, 2025 has been derived from the audited consolidated financial statements as of and for the year ended December 28, 2025. In the opinion of management, such financial information reflects all normal and recurring adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with U.S. GAAP. Operating results for the interim period are not necessarily indicative of the results that may be expected for any future period or for the full year. The consolidated interim financial statements, including the Company's significant accounting policies, should be read in conjunction with the audited financial statements and notes thereto for the year ended December 28, 2025. All intercompany transactions and balances have been eliminated in consolidation.

Pending Merger - On July 20, 2026, the Company entered into certain definitive agreements pursuant to which the Company will be acquired by a subsidiary of Intersnack Group GmbH & Co. KG. The consolidated financial statements as of and for the thirteen and thirty-nine weeks ended September 27, 2026 do not reflect any adjustments that may result from the consummation of the Merger or the Recapitalization (each as defined in Note 2. Pending Merger ). See Note 2. Pending Merger for further discussion.

2 unchanged paragraphs

The Company offers various forms of trade promotions, and the methodologies for determining these promotions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. The Company's promotional activities are conducted either through retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. 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 which will include the use of historical data on performance of similar promotional programs. The Company has reserves in place of $ 21.9 20.8 million as of June 28, September 27, 2026, which included adjustments taken by customers of $ 20.3 15.3 million that were awaiting final processing as of such date, and had reserves of $ 26.9 million as of December 28, 2025, which included adjustments taken by customers of $ 15.4 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.

1 unchanged paragraph

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging - Hedge Accounting Improvements. The amendments in this update are intended to more closely align hedge accounting with the economics of an entity's risk management activities. ASU 2025-09 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, though early adoption is permitted. The Company early adopted this guidance during the thirteen weeks ended June 28, 2026 which did not have a material impact on the consolidated financial statement. statements. The primary impact of adoption is the modification of pre-existing hedge documentation and expanded flexibility in managing interest rate elections under existing credit agreements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software - Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting for software costs that are accounted for under Subtopic 350-40. ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted, and can be applied either on a prospective, modified transition or retrospective basis. The Company is currently assessing the impact that ASU 2025-06 will have on its the Company's financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, F inancial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. The adoption of ASU 2025-05 did not have an impact on its the Company's financial statements and disclosures.

2 unchanged paragraphs

Thirteen weeks ended June 29, 2025

Gross profit 126.8 ( 31.5 ) $ 95.3

Gross margin 34.6 % ( 8.6 ) % 26.0 %

Twenty-six weeks ended June 29, 2025

Gross profit 245.0 ( 67.3 ) $ 177.7

Gross margin 34.1 % ( 9.4 ) % 24.7 %

Thirteen weeks ended September 28, 2025

(in millions) As reported Effect of change As adjusted

Gross profit 126.9 ( 35.4 ) $ 91.5

Gross margin 33.6 % ( 9.4 ) % 24.2 %

Thirty-nine weeks ended September 28, 2025

(in millions) As reported Effect of change As adjusted

Gross profit 371.9 ( 102.7 ) $ 269.2

Gross margin 33.9 % ( 9.4 ) % 24.5 %

Goodwill - The Company performed its latest qualitative impairment analysis on the first day of the fourth quarter of 2025 and concluded that goodwill was not impaired. During the twenty-six weeks ended June 28, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization. As of June 28, 2026, The Company's market capitalization was below its book value. The Company performed an interim impairment assessment assessments as of March 29, 2026 and June 28, 2026 and concluded that goodwill was not impaired as of June 28, 2026. each date. In performing this assessment, these assessments, the Company considered the relationship between its fair value and book value, economic conditions, industry trends, operating performance, and forecast of future cash flows. Subsequent to June 28, On July 20, 2026, the Company entered into a definitive the Merger Agreement (as defined below) pursuant to which each outstanding share of Class A Common Stock will be acquired for converted into the right to receive $ 14.25 per share in cash (see Note 16. Subsequent Event s). 2. Pending Merger for more information). Following the announcement of the Merger (as defined below), the Company's share price increased, and as of September 27, 2026, the Company's market capitalization exceeded its book value. The implied value of the consideration to be paid in the transaction exceeds the carrying value of the Company's net assets, which the Company considers to be additional evidence supporting the value of its goodwill. The Company concluded that goodwill was not impaired as of September 27, 2026.

Share Repurchase Program - On February 10, 2026, the Company's Board of Directors (the "Board") authorized a $ 50 million share repurchase program. There is no expiration date on the program. For the twenty-six thirty-nine weeks ended June 28, September 27, 2026, no shares were repurchased under this program. Under the Merger Agreement (as defined discussed within Note 16. Subsequent Events) 2. Pending Merger) , the Company is prohibited from repurchasing shares of Class A Common Stock, subject to limited exceptions. See Note 16. Subsequent Events 2. Pending Merger for further discussion. on the proposed transaction with Intersnack Group.

1 unchanged paragraph

Note 3: RECEIVABLES SALES PROGRAM 5 changes

The Company has entered agreements to sell certain trade accounts receivable to unrelated, third-party financial institutions at a discount (the "Receivables Sales Programs"). The agreements can be terminated by the Company or the other party to each agreement with 30 days' notice. The Receivables Sales Programs are used by the Company to manage liquidity in a cost-effective manner. The Company has no retained interest in the receivables sold under the Receivables Sales Programs; however, under the agreements, the Company does have collection and administrative responsibilities for a portion of the sold receivables, totaling $ 136.4 183.2 million of the total $ 231.5 340.6 million of receivables sold under the Receivables Sales Programs. Under the Receivables Sales Programs, the current fixed operating limit of outstanding accounts receivables to be sold at any time is $ 55.0 million.

1 unchanged paragraph

Outstanding receivables sold $ 28.6 33.2 $ 27.8

2 unchanged paragraphs

(in millions) Twenty-six weeks ended June 28, 2026

(in millions) Thirty-nine weeks ended September 27, 2026

2 unchanged paragraphs

The loss on sale of receivables from continuing operations represents the discount taken by third-party financial institutions and was $ 0.6 0.9 million and $ 1.4 2.3 million for the thirteen weeks ended June 28, September 27, 2026 and twenty-six thirty-nine weeks ended June 28, September 27, 2026, respectively, and is included in Other expense income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company has not recognized any servicing assets or liabilities as of June 28, September 27, 2026 or December 28, 2025, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements.

Note 4: INVENTORIES 4 changes

2 unchanged paragraphs

Finished goods $ 92.9 92.5 $ 79.0

Raw materials 27.1 27.6 32.0

Maintenance parts 8.7 8.8 8.3

Total inventories $ 128.7 128.9 $ 119.3

Note 5: PROPERTY, PLANT AND EQUIPMENT, NET 7 changes

2 unchanged paragraphs

Buildings 119.5 119.6 118.2

Machinery and equipment 379.4 381.8 363.5

1 unchanged paragraph

Building improvements 3.5 3.4 3.5

1 unchanged paragraph

Less: accumulated depreciation ( 177.0 181.0 ) ( 152.5 )

Property, plant and equipment, net $ 379.7 378.1 $ 379.2

Depreciation expense was $ 13.6 13.7 million and $ 11.9 11.1 million for the thirteen weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, and $ 26.8 40.5 million and $ 21.3 32.4 million for the twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively. Depreciation expense is included in Cost of goods sold and Selling, and General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

During May 2026, the Company sold one property in Hanover, PA for $ 1.2 million and another property in Hanover, PA for $ 4.2 million during September 2026 that was were previously reported in Assets held for sale. No impairment was recognized on the sale. sales. In November 2026, the Company intends to sell two sold one additional buildings building located in Hanover, PA. and a tract of land located in Goodyear, AZ. See Note 17. Subsequent Events . The carrying value of these assets this asset in the amount of $ 9.1 6.1 million has been reported as Assets held for sale on the Consolidated Balance Sheets as of June 28, September 27, 2026. No impairment has been recognized on these assets. The Company cannot provide assurance that it will be able to complete the sale of any of these assets on the terms currently contemplated, or at all, or that the proceeds from such sales will equal or exceed the carrying value of the assets. this asset. In addition, the Company announced in July 2025 the closure of its Grand Rapids, Michigan manufacturing facility. This closure is expected to be completed in the first half of 2027.

Note 6: INTANGIBLE ASSETS, NET 5 changes

6 unchanged paragraphs

Accumulated amortization ( 206.0 215.0 ) ( 187.9 )

Amortizable assets, net 501.6 492.6 519.7

2 unchanged paragraphs

Route assets 17.1 15.5

Intangible assets, net $ 948.5 938.4 $ 963.9

Amortization of distributor/customer relationships and trademarks amounted to $ 9.0 9.1 million for both the thirteen weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, and $ 18.0 27.1 million for both the twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025. 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).

Note 7: NOTES RECEIVABLE 1 change

Contracts are executed between the Company and its independent operators ("IOs") for the sale of product distribution routes, including notes in favor of the Company, in certain cases. The notes bear interest at rates ranging from 7.00 % to 10.00 % with original terms ranging generally from one to ten seven years . The notes receivable balances due from IOs at June 28, September 27, 2026 and December 28, 2025 totaled $ 14.0 13.0 million and $ 14.8 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 one other bank. The Company has a corresponding notes payable related to the sale of IOs notes receivables. See Note 11. 12. Contingencies.

Note 8: SUPPLY CHAIN FINANCE 4 changes

3 unchanged paragraphs

Balance as of June 28, 2026

Invoices confirmed during the period 20.1 33.0

Confirmed invoices paid during the period 19.3 29.9

Balance as of September 27, 2026

Note 9: ACCRUED EXPENSES AND OTHER 20 changes

1 unchanged paragraph

Insurance liabilities 7.1 6.5

(in millions) As of June 28, September 27, 2026 As of December 28, 2025

Accrued compensation and benefits $ 20.0 9.1 $ 24.4

Operating right of use liability 21.3 24.3 18.6

Insurance liabilities 8.4 6.5

Accounts receivable sales program - amounts collected and due to financial institution 8.8 0.2 0.7

Tax Receivable Agreement liability 4.5 0.1 4.4

Accrued freight and manufacturing related costs 3.8 3.1 3.3

1 unchanged paragraph

Accrued interest 10.6 10.7

Accrued marketing 4.4 1.9

Accrued interest 3.9 10.7

Accrued marketing 3.7 1.9

Accrued transaction related costs 10.0 —

Other accrued expenses 9.8 7.3 8.4

Total accrued expenses and other $ 99.4 79.2 $ 87.9

1 unchanged paragraph

(in millions) As of June 28, September 27, 2026 As of December 28, 2025

Operating right of use liability $ 152.4 150.4 $ 139.2

1 unchanged paragraph

Supplemental retirement and salary continuation plans 6.9 6.7 6.6

Long-term portion of an interest rate hedge liability 1.9 — 1.1

Total accrued expenses and other $ 180.4 176.8 $ 166.5

Note 10: TERM DEBT, REVOLVING CREDIT FACILITY AND OTHER NOTES PAYABLE 21 changes

5 unchanged paragraphs

$ 88.1 October-32 54.5 53.9 57.0

Asset based lending ("ABL") facility July-28 0.3 40.2 0.2

Net impact of debt issuance costs and original issue discount ( 4.3 4.0 ) ( 4.9 )

Total long-term debt 838.8 875.6 849.6

Less: current portion ( 38.6 39.3 ) ( 31.4 )

Long term portion of term debt and financing obligations $ 800.2 836.3 $ 818.2 (1) Credit agreement with a syndicate of banks, led by Bank of America, N.A. ("Term Loan B").

1 unchanged paragraph

(3) Equipment loans have varying maturities from December 2026 to July October 2031.

In connection with the Merger (as discussed within Note 2. Pending Merger ), the Merger Agreement contemplates that certain of the Company's existing credit agreements will be amended and restated or repaid and terminated at the closing of the Merger. The classification of the Company's debt as of September 27, 2026 reflects the terms of the existing credit agreements, as the closing of the Merger had not occurred as of the date these financial statements were issued. See Note 2. Pending Merger .

3 unchanged paragraphs

Note payable – IO notes $ 11.5 10.2 $ 13.0

Finance lease obligations 6.5 5.9 7.7

Total notes payable 18.0 16.1 20.7

Less: current portion ( 6.0 5.7 ) ( 6.5 )

Long term portion of notes payable $ 12.0 10.4 $ 14.2

1 unchanged paragraph

(in millions) Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Company's long-term debt $ 10.1 $ 10.9 $ 20.0 $ 21.8

Total interest $ 10.7 $ 11.4 $ 21.1 $ 22.9

(in millions) Thirteen weeks ended September 27, 2026 Thirteen weeks ended September 28, 2025 Thirty-nine weeks ended September 27, 2026 Thirty-nine weeks ended September 28, 2025

Company's long-term debt $ 10.6 $ 10.0 $ 30.6 $ 31.8

Amortization of deferred financing fees 0.3 0.3 0.6 0.7 0.9 1.0

IO loans 0.3 0.2 0.5 0.4 0.3 0.7 0.7

Total interest $ 11.1 $ 10.6 $ 32.2 $ 33.5

Note 11: DERIVATIVE FINANCIAL INSTRUMENTS, PURCHASE COMMITMENTS AND FAIR VALUE 17 changes

1 unchanged paragraph

The Company uses interest rate swaps to manage its interest rate exposure on its Term Loan B and its Real Estate Term Loan. The interest rate swaps are recorded in the Company's Consolidated Balance Sheets at fair value. See Note 9. 10. Term Debt, Revolving Credit Facility, and Other Notes Payable . The interest rate swaps are designated as cash flow hedges under ASC 815-20 and are included in the Company's Consolidated Balance Sheets at fair value. Changes in the fair value of the effective portion of the hedges are recorded in Accumulated Other Comprehensive Income and reclassified into Interest Expense in the same period the hedged items affect earnings. Any portion of the derivative that is no longer designated as a hedge is accounted for at fair value with mark-to-market adjustments recorded immediately in earnings. Cash flows associated with derivatives are reported in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.

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During the thirteen weeks ended June 28, 2026, in connection with the paydown of the Real Estate Term Loan related to the sale of a property discussed in Note 4. 5. Property, Plant and Equipment, Net , and the estimated future paydowns anticipated upon the sale of assets held for sale, the Company determined that the forecasted interest payments associated with $ 8.7 million of the notional amount of its Real Estate Term Loan interest rate swap were no longer probable of occurring. Accordingly, effective June 15, 2026, the Company de-designated that $ 8.7 million portion of the hedging relationship while continuing to apply cash flow hedge accounting to the remaining $ 34.0 million notional amount, which remains designated as a cash flow hedge. The de-designated $ 8.7 million notional amount is carried at fair value, with subsequent mark-to-market adjustments recognized immediately in earnings.

The Company evaluated the effect of the pending Merger (as defined in Note 2. Pending Merger ), including the expected amendment and restatement or repayment of certain of the Company's existing debt agreements in connection with the closing of the Merger, on its designated hedging relationships. Because the Company expects to continue to have variable rate indebtedness following the closing of the Merger, the Company determined that the hedged forecasted interest payments remained probable of occurring as of September 27, 2026. Accordingly, no portion of the Company's hedging relationships was de-designated as a result of the pending Merger during the thirteen weeks ended September 27, 2026.

1 unchanged paragraph

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 $ 92.5 76.9 million as of June 28, September 27, 2026 and $ 66.9 million as of December 28, 2025. 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 losses (gains) totaling $ 1.6 million related to purchase commitments and mark-to-market adjustments on commodities options totaling $( 1.1 0.2 ) million for both the thirteen weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, and $ 9.2 9.0 million and $ 1.7 1.5 million for the twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, 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 June 28, September 27, 2026:

1 unchanged paragraph

Interest rate swaps — 0.1 — 0.1

Total assets $ 58.6 $ 0.1 $ — $ 58.7

Interest rate swaps — 2.2 — 2.2

Debt — 838.8 — 838.8

Total liabilities $ — $ 841.6 $ — $ 841.6

Cash and cash equivalents $ 58.6 70.1 $ — $ — $ 58.6 70.1

Commodity contracts $ — $ 0.6 $ 0.4 — $ 0.6 0.4

Interest rate swaps — 10.8 — 10.8

Total assets $ 70.1 $ 11.2 $ — $ 81.3

Commodity contracts $ — $ 0.7 $ — $ 0.7

Debt — 875.6 — 875.6

Total liabilities $ — $ 876.3 $ — $ 876.3

9 unchanged paragraphs

Note 12: CONTINGENCIES 3 changes

The Company is involved in litigation and other matters incidental to the conduct of its business, the results of which, in the opinion of management, are not likely to be material to the Company's financial condition, results of operations or cash flows. Please refer to Note 17. Subsequent Events , for information regarding demands and complaints related to the Transactions.

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 $ 70.3 69.7 million and $ 69.5 million at June 28, September 27, 2026 and December 28, 2025, respectively, which loans are accounted for as off balance sheet arrangements. As discussed in Note 6. 7. Notes Receivable , the Company also sold notes receivable on its books to Bank of America during the thirteen thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, which the Company partially guarantees. The outstanding balance of notes purchased by Bank of America at June 28, September 27, 2026 and December 28, 2025 was $ 11.0 9.7 million and $ 12.5 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. The maximum amount of future payments the Company could be required to make under these guarantees equates to 25 % of the outstanding loan balance on the first day of each calendar year plus 25 % of the amount of any new loans issued during such calendar year.

Additionally, the Company guarantees loans for the purchase of routes made by one other bank. The outstanding balance of these loans was $ 0.5 million and $ 1.3 million at June 28, September 27, 2026 and December 28, 2025, respectively, all of which was included in the Company's Consolidated Balance Sheets at June 28, September 27, 2026 and December 28, 2025, 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 paragraphs

Note 13: SUPPLEMENTARY CASH FLOW INFORMATION 11 changes

(in millions) Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Cash paid for interest $ 26.9 $ 28.9

(in millions) Thirty-nine weeks ended September 27, 2026 Thirty-nine weeks ended September 28, 2025

Cash paid for interest $ 49.4 $ 39.6

Refunds related to income taxes $ — $ 0.2 (1)

Payments for income taxes (1) (2)

Non-cash finance lease additions $ 0.3 $ 1.4 2.4

Non-cash operating lease additions $ 23.8 24.0 $ 15.3 17.1

(1) The payments refunds for income taxes during the twenty-six thirty-nine weeks ended June 28, September 27, 2026 includes $ 16.5 million are related to the purchase of tax credits.

(2) The payments for income taxes during the thirty-nine weeks ended September 27, 2026 includes $ 16.5 million related to the purchase of tax credits.

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

Note 14: INCOME TAXES 9 changes

The Company is subject to federal and state income taxes with respect to the Company's allocable share of any taxable income or loss of Utz Brands Holdings, LLC, an affiliate of the Company UBH, as well as any standalone income or loss that UBI generates. UBH is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, UBH taxable income or loss is passed through to its members, including UBI. Despite its partnership treatment, UBH is liable for income taxes in those states that do not recognize its pass-through status and for certain of its subsidiaries that are not taxed as pass-through entities. The Company has acquired various domestic entities taxed as corporations, which are now wholly owned by us or our subsidiaries. Where required or allowed, these subsidiaries also file and pay taxes as a consolidated group for federal and state income tax purposes. The Company anticipates this structure to remain in existence for the foreseeable future.

The Company recorded income tax benefit of $ 0.2 0.1 million and expense of $ 0.4 0.3 million for the thirteen and twenty-six thirty-nine weeks ended June 28, September 27, 2026, respectively. Comparably, the Company recorded income tax benefit expense of $ 3.2 13.4 million and $ 3.8 9.6 million for the thirteen and twenty-six thirty-nine weeks ended June 29, September 28, 2025, respectively. The effective tax rates for the thirteen and twenty-six thirty-nine weeks ended June 28, September 27, 2026 were 1.2 0.3 % and ( 2.2 0.6 )%, respectively. Comparably, the effective tax rates for the thirteen and twenty-six thirty-nine weeks ended June 29, September 28, 2025 were ( 46.4 197.1 )% and ( 31.7 184.6 %, 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, with respect to the thirteen weeks and twenty-six thirty-nine weeks ended June 29, September 28, 2025, the fair value impact of warrant liabilities. During the thirteen and twenty-six thirty-nine weeks ended June 28, September 27, 2026, the effective tax rate was rates were primarily impacted by return to provision items and statutory state tax rate changes, which resulted in discrete tax (benefit) expense of $( 0.1 0.3 ) million and $ 0.5 0.2 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 June 28, September 27, 2026, 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. The Company determined that there is uncertainty regarding the utilization of certain DTAs such as the investment in UBH, federal operating losses subject to annual limitations due to "change in ownership" provisions, and state net operating losses where the Company does not expect to continue to have nexus. Therefore, a valuation allowance has been recorded against the DTAs for which it is more likely than not they will not be realized.

Additionally, the Company has deferred tax liabilities ("DTLs") related to its investment in UBH that will not reverse in the ordinary course of business and, absent consummation of a transaction involving UBH, will only reverse when the investment in UBH is sold or liquidated. As discussed in Note 2. Pending Merger , the Company has no intention of disposing of or liquidating entered into agreements that contemplate the Purchase and the Redemption, which would reduce the Company's ownership interest in UBH to 50 %. These transactions remain subject to the satisfaction or waiver of closing conditions, including the Company Stockholder Approval, and therefore had not been consummated as of September 27, 2026. Accordingly, as of September 27, 2026, the Company has not considered the indefinite lived DTL as a source of income to offset other DTAs. In weighing positive and negative evidence, both objective and subjective, including its twelve-quarter cumulative loss, the Company has recorded a full valuation allowance against its DTAs related to net operating losses and deductible book/tax differences and recorded a DTL primarily related to the book over tax basis in the investment in UBH. that will not reverse in The ordinary course of business. The Company considered that an indefinite lived DTL may be considered as a source of taxable income for an indefinite lived DTA; however, given our indefinite lived because the DTL will only reverse upon sale or liquidation of UBH, and the Transactions had not closed as of September 27, 2026, the Company determined that it was more appropriate to record a valuation allowance against its DTAs. The tax effects of the Transactions, including any resulting changes to the DTL, the investment in UBH, and the valuation allowance, will be recognized in the period in which the Closing occurs. 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 June 28, September 27, 2026, tax years 2022 2023 through 2026 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 2021 through 2026 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 June 28, September 27, 2026 or December 28, 2025.

2 unchanged paragraphs

As of June 28, 2026 and December 28, 2025, the Company had a liability of $ 23.7 million and $ 24.0 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 entered into the original tax receivable agreement in connection with our business combination in 2020. The "Tax Receivable Agreement" or TRA which provides for the payment by the Company to Noncontrolling Interest Holders of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the business combination and any future exchanges by Noncontrolling Interest Holders of shares of Class V Common Stock for shares of Class A Common Stock; (ii) tax basis increases attributable to payments made under the TRA; and (iii) tax amortization deductions attributable to the acquisition of Kennedy Endeavors and the election to treat the transaction as an asset deal for tax purposes. The rights of each party under the TRA other than the Company are assignable, subject to certain restrictions. 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 September 27, 2026 and December 28, 2025, the Company had a liability of $ 19.8 million and $ 24.0 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 discussed in Note 2. Pending Merger , in connection with the Transactions, the TRA will automatically terminate effective as of and concurrently with the Closing, and the Surviving Corporation will pay the Continuing Stockholders the TRA Payment of an aggregate amount of $ 44.0 million in settlement of the Company's obligations under the TRA. The TRA Payment is contingent upon the consummation of the Transactions, which remains subject to the satisfaction or waiver of closing conditions. The consolidated financial statements as of and for the thirteen and thirty-nine weeks ended September 27, 2026 do not reflect any adjustments that may result from the TRA Payment or the termination of the TRA, which will be recognized upon the Closing occurring and the execution of a written employment agreement to be negotiated between UBH and Mr. Lindeman promptly following the Closing.

Note 15: SEGMENT DATA 45 changes

Thirteen weeks ended June 28, 2026

Thirteen weeks ended June 29, 2025

Twenty-six weeks ended June 28, 2026

Twenty-six weeks ended June 29, 2025

Net sales $ 371.8 $ 366.7 $ 733.1 $ 718.8

Materials 149.9 158.0 303.3 317.6

Conversion costs (a) 54.7 51.5 108.7 96.6

Delivery (b) 21.4 20.0 42.1 43.5

Other cost of goods sold (c) 49.6 41.9 90.9 83.4

Gross profit 96.2 95.3 188.1 177.7

Marketing (d) 8.8 8.3 15.0 12.9

Selling expenses (e) 55.8 46.0 100.7 82.9

General and Administrative expenses (f) 36.7 33.7 71.0 69.6

Total selling, general and administrative expenses 101.3 88.0 186.7 165.4 (Loss) gain on sale of assets, net ( 0.4 ) ( 0.9 ) 0.9 ( 0.2 )

(Loss) income from operations ( 5.5 ) 6.4 2.3 12.1

Interest expense ( 10.7 ) ( 11.4 ) ( 21.1 ) ( 22.9 )

The Company operates in one reportable segment: the manufacturing, distribution, marketing and sale of snack food products. The Company defines reporting segments as components of an organization for which discrete financial information is available and operating results are evaluated on a regular basis by the chief operating decision maker ("CODM") in order to assess performance and allocate resources. The CODM is the Chief Executive Officer of the Company. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company's organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. The CODM uses segment income/loss to evaluate income generated from the segment in deciding whether to reinvest profits into the segment or alternatives alternative uses such as for acquisitions or to pay dividends, and to monitor budget versus actual results.

(in millions) Thirteen weeks ended September 27, 2026

Thirteen weeks ended September 28, 2025

Thirty-nine weeks ended September 27, 2026

Thirty-nine weeks ended September 28, 2025

Net sales $ 369.2 $ 377.8 $ 1,102.3 $ 1,096.6

Materials 166.6 167.6 469.9 485.2

Conversion costs (a) 56.0 44.0 164.7 140.6

Delivery (b) 23.3 22.3 65.4 65.8

Other cost of goods sold (c) 45.7 52.4 136.6 135.8

Gross profit 77.6 91.5 265.7 269.2

Marketing (d) 9.3 6.5 24.3 19.4

Selling expenses (e) 48.2 46.5 148.9 129.4

General and Administrative expenses (f) 39.9 34.7 110.9 104.3

Total selling, general and administrative expenses 97.4 87.7 284.1 253.1

Loss on sale of assets, net ( 1.9 ) ( 0.5 ) ( 1.0 ) ( 0.7 )

(Loss) income from operations ( 21.7 ) 3.3 ( 19.4 ) 15.4

Interest expense ( 11.1 ) ( 10.6 ) ( 32.2 ) ( 33.5 )

1 unchanged paragraph

Other (expense) income — ( 0.6 ) 0.8 ( 0.2 )

Other (loss) income, net ( 10.7 ) 0.5 ( 20.3 ) ( 0.1 )

(Loss) income before income taxes ( 16.2 ) 6.9 ( 18.0 ) 12.0

Income tax (benefit) expense ( 0.2 ) ( 3.2 ) 0.4 ( 3.8 )

Net (loss) income $ ( 16.0 ) $ 10.1 $ ( 18.4 ) $ 15.8

Other income 0.6 1.2 1.4 1.0

(Loss) gain on remeasurement of warrant liability — 12.5 ( 23.5 0.7 ) — 22.8

Other loss, net ( 10.5 ) ( 10.1 ) ( 30.8 ) ( 10.2 )

(Loss) income before income taxes ( 32.2 ) ( 6.8 ) ( 50.2 ) 5.2

Income tax (benefit) expense ( 0.1 ) 13.4 0.3 9.6

Net loss $ ( 32.1 ) $ ( 20.2 ) $ ( 50.5 ) $ ( 4.4 )

6 unchanged paragraphs

Note 16: EARNINGS PER SHARE 30 changes

2 unchanged paragraphs

Net (loss) income attributable to common stockholders $ ( 10.1 ) $ 10.5 $ ( 11.8 ) $ 18.0

Weighted average Class A Common Stock shares, basic 88,510,845 86,118,292 88,429,350 85,919,842

(in millions, except share data) Thirteen weeks ended June 28, September 27, 2026 Thirteen weeks ended June 29, September 28, 2025 Twenty-six Thirty-nine weeks ended June 28, September 27, 2026 Twenty-six Thirty-nine weeks ended June 29, September 28, 2025

Net (loss) income attributable to common stockholders $ ( 24.3 ) $ ( 14.7 ) $ ( 36.1 ) $ 3.3

Weighted average Class A Common Stock shares, basic 88,612,502 86,958,867 88,490,400 86,266,184

1 unchanged paragraph

Warrants — 882,524 — 1,046,428

RSUs — 433,902 — 410,450

PSUs — 244,722 — 227,426

Total dilutive weighted average shares 88,510,845 87,679,440 88,429,350 87,604,543

Basic (loss) income per share $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21

Diluted (loss) income per share $ ( 0.11 ) $ 0.12 $ ( 0.13 ) $ 0.21

Net loss attributable to noncontrolling interest $ ( 5.9 ) $ ( 0.4 ) $ ( 6.6 ) $ ( 2.2 )

Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

RSUs 1,727,501 382,588 1,520,030 331,538

PSUs 848,031 435,156 837,991 418,315

55,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of units of UBH, which comprise the noncontrolling interest.

Warrants — — — 821,898

Stock options — — — 397 322

Total dilutive weighted average shares 88,612,502 86,958,867 88,490,400 87,795,006

Basic (loss) income per share $ ( 0.27 ) $ ( 0.17 ) $ ( 0.41 ) $ 0.04

Diluted (loss) income per share $ ( 0.27 ) $ ( 0.17 ) $ ( 0.41 ) $ 0.04

Weighted average Class V Common Stock not subject to earnings per share calculation 55,349,000 55,349,000 55,349,000 55,502,846 55,451,564

Net loss attributable to noncontrolling interest $ ( 7.8 ) $ ( 5.5 ) $ ( 14.4 ) $ ( 7.7 )

The diluted earnings per share computation includes the effect of the 7,200,000 private placement warrants (the "Warrants") for the period in which they were outstanding. The Warrants were fully exercised in a cashless exchange in August 2025, resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock. The diluted earnings per share computation excludes the effect of 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 calculations are as follows:

Thirteen weeks ended September 27, 2026 Thirteen weeks ended September 28, 2025 Thirty-nine weeks ended September 27, 2026 Thirty-nine weeks ended September 28, 2025

Warrants — 405,578 — —

RSUs 1,659,862 626,373 1,566,640 113,567

PSUs 803,099 541,926 826,360 436,990

Stock options 649,930 633,179 649,930 633,007

Shares of the Company's Class V Common Stock do not participate in earnings of the Company and, therefore, are not participating securities. 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 both of June 28, September 27, 2026 and December 28, 2025, the Noncontrolling Interest Holders held all 55,349,000 shares of Class V Common Stock issued and outstanding and also held an equal number of Common Units, which comprise the noncontrolling interest.

Note 17: SUBSEQUENT EVENTS 7 changes

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 a direct or indirect wholly-owned subsidiary of Acquiror ("Merger Sub"), and Intersnack Group GmbH & Co. KG, a German limited partnership ("Intersnack Group"). The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of Intersnack Group. The transaction was announced on July 21, 2026. At the effective time of the Merger, each share of Class A Common Stock issued and outstanding immediately prior to the effective time (subject to customary exceptions, including shares held in treasury, shares owned by Intersnack Group or its subsidiaries and shares as to which appraisal rights have been properly exercised) will be converted into the right to receive $ 14.25 per share in cash, without interest, representing a premium of approximately 91 % over the July 20, 2026 closing price of the Class A Common Stock and an enterprise value of approximately $ 2.9 billion, and each share of Class V Common Stock issued and outstanding immediately prior to the effective time will be cancelled for no consideration. Substantially concurrently with the closing, (i) the Tax Receivable Agreement will terminate in exchange for an aggregate payment of $ 44.0 million to Series U of UM Partners, LLC and Series R of UM Partners, LLC (the "Continuing Stockholders") and (ii) a recapitalization of UBH will be completed such that, immediately following the closing, the surviving corporation and the Continuing Stockholders will each own 50 % of the outstanding common units of UBH. Consummation of the Merger is subject to closing conditions, including stockholder and regulatory approvals, and the Merger Agreement contains certain termination rights, including that the Company may be required to pay Acquiror a termination fee of $ 50.0 million in specified circumstances. During the pendency of the Merger, the Company is subject to interim operating covenants. The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions.

On October 2, 2026, the Company filed a definitive proxy statement (the "Proxy Statement") with the SEC in connection with a special meeting of the Company's stockholders to be held on November 13, 2026, at which the Company's stockholders will be asked to vote on, among other things, the approval and adoption of the Merger Agreement, the other Transaction Agreements and the Transactions.

The Company has received demand letters from several purported stockholders relating to books and records requests pursuant to Section 220 of the Delaware General Corporation Law, alleged disclosure deficiencies in the definitive or preliminary proxy statements, or appraisal pursuant to Section 262 of the Delaware General Corporation Law. In addition, on October 22, 2026, two complaints were filed in New York state court asserting claims under New York common law for negligent misrepresentation and concealment and for negligence against UBI and the members of the Board. No assurances can be made as to the outcome of such demands or complaints or other future actions. The Company believes that the claims asserted in the complaints and the potential claims threatened in the demand letters are without merit, and the Company and the Board deny all allegations of purported wrongdoing contained therein.

On October 28, 2026, Howard Friedman, the Chief Executive Officer of the Company, who also serves as the Company's principal operating officer and as a member of 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, Intersnack Group, the Continuing Stockholders 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.

On October 29, 2026, Intersnack Group and the Continuing Stockholders, as the owners (directly or indirectly) of UBH following the Closing, entered into a letter agreement with B. John Lindeman, a member of the Board, to offer Mr. Lindeman the position of Chief Executive Officer of UBH following the Closing, subject to the Closing.

In November 2026, the building in Hanover that was held for sale as of September 27, 2026 was sold by the Company for gross sale price of $ 20.5 million. As part of the closing, the Company made a principal payment of $ 17.2 million against its Real Estate Term Loan.

Except as described above, the Company determined that there were no events requiring recognition or disclosure in the financial statements.

MD&A 201 changes

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and twenty-six thirty-nine weeks ended June 28, September 27, 2026, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified above and those discussed in Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 28, 2025 and other filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

1 unchanged paragraph

We were founded in 1921 in Hanover, Pennsylvania and benefit from over 100 years of brand awareness and heritage in the salty snack industry. We are a leading United States manufacturer of branded salty snacks, producing a broad offering of salty snacks, including potato chips, tortilla chips, pretzels, cheese snacks, pork skins, pub/party mixes and other snacks. Our iconic portfolio of authentic, craft and "better-for-you" ("BFY") brands includes Utz®, On The Border ® , Zapp's®, Boulder Canyon®, Golden Flake®, Hawaiian® Brand and Miguelitos®, among others, and enjoys strong household penetration in the United States, where our products can be found in approximately 50% of U.S. households as of June 28, September 27, 2026. As of June 28, September 27, 2026, we operate eight primary manufacturing facilities across the United States with a broad range of capabilities. As part of Utz's ongoing supply chain transformation, the Company made the strategic decision to consolidate its manufacturing footprint from eight primary manufacturing facilities to seven, with the planned closure of its Grand Rapids, Michigan manufacturing facility. Our products are distributed nationally to grocery, mass merchant, club, convenience, drug and other retailers through direct shipments, distributors and approximately 2,500 direct-store delivery ("DSD") routes. We have historically expanded our geographic reach and product portfolio organically and through acquisitions. Based on 2025 retail sales, we are the second-largest producer of branded salty snacks in our collective core geographies of Alabama, Connecticut, Delaware, Louisiana, Maine, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Virginia, Vermont, West Virginia, and Washington (the "Core Geographies"), where we have acquired strong regional brands and distribution capabilities in recent years.

2 unchanged paragraphs

Growth Strategy - We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies"). Our portfolio strategy is focused on accelerating investments in marketing and innovation to drive top-line growth and achieve share gains in the attractive salty snack category. We plan to further penetrate the Expansion Geographies and untapped channels and customers by further expanding our Branded Salty Snacks, comprised of our Power Four Brands, consisting of our flagship Utz® brand, On the Border®, Zapp's®, and Boulder Canyon®, along with our other brands including Golden Flake®, TORTIYAHS®, Miguelitos®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, TGI Fridays®, and Vitner's®, in Expansion Geographies, as well as maintaining our share in our Core Geographies. Our Core Geographies retail volumes and retail sales were down 6.5% 6.0% and down 2.2%, 2.9%, respectively, for the thirteen weeks ended June 28, September 27, 2026 versus the comparable prior year period.

Long-Term Demographics, Consumer Trends, and Demand – We participate in the $42 $43 billion U.S. salty snack category, within the broader approximately $154 $155 billion market for U.S. snack foods as of June 28, September 27, 2026, based on Circana data. In the last few years snacking occasions have held relatively stable as consumers continue to seek out convenient, delicious snacks for both on-the-go and at-home lifestyles. A 2026 study from Circana cites that 55% of consumers snack three or more times a day, up 9 points versus 2021. While the category has seen volatility from the impact of pricing actions implemented throughout the industry, we believe the salty snacks category will continue to benefit over the long term from favorable dynamics including low private label penetration as well as category leaders competing primarily in marketing and innovation. We expect these consumer trends to continue to drive consistent retail sales for salty snacks in the long term.

For the thirteen weeks ended June 28, September 27, 2026, U.S. retail sales for salty snacks based on Circana data increased by 0.8% 1.1% versus the comparable prior year period while Utz's retail sales increased 0.3%. 0.2%.

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Financing Costs and Exposure to Interest Rate Changes – As of June 28, September 27, 2026, we had $685.1 $724.4 million in variable rate indebtedness, down up from $687.5 million as of December 28, 2025. As of June 28, September 27, 2026, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate ("SOFR"). In June 2026, the Company terminated its previously existing swap agreement associated with the Term Loan B and received cash proceeds of $8.4 million. The proceeds were recorded in other comprehensive income (loss) and will be amortized into earnings over the remaining term of the swap. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $425.0 million. The agreement is scheduled to mature on December 31, 2029. During the thirteen weeks ended June 28, 2026, in connection with the paydown of the Real Estate Term Loan related to the sale of a property discussed in Note 4. 5. Property, Plant and Equipment, Net , and the estimated future paydowns anticipated upon the sale of assets held for sale, the Company determined that the forecasted interest payments associated with $8.7 million of the notional amount of its Real Estate Term Loan interest rate swap were no longer probable of occurring. Accordingly, effective June 15, 2026, the Company de-designated that $8.7 million portion of the hedging relationship while continuing to apply cash flow hedge accounting to the remaining $34.0 million notional amount, which remains designated as a cash flow hedge. The de-designated $8.7 million notional amount is carried at fair value, with subsequent mark-to-market adjustments recognized immediately in earnings.

As of June 28, September 27, 2026, we have existing interest rate swaps totaling $500.8 $499.9 million of debt. Our interest rate hedge strategy has limited some of our exposure to changes in interest rates. We regularly evaluate our variable and fixed-rate debt. As of June 28, September 27, 2026, our interest rate swaps were carried as a net liability asset on our balance sheet totaling $2.1 $10.8 million. We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments and dividends. Our weighted average interest rate for the twenty-six thirty-nine weeks ended June 28, September 27, 2026 was 6.4%, 6.5%, up from 4.8% 4.9% during the twenty-six thirty-nine weeks ended June 29, September 28, 2025. We have used interest rate swaps to help manage some of our exposure to interest rate changes, which can drive cash flow variability related to our debt. Refer to Note 9. 10. Term Debt, Revolving Credit Facility, and Other Notes Payable and Note 10. 11. Derivative Financial Instruments, Purchase Commitments and Fair Value to our Unaudited Consolidated Financial Statements for additional information on debt and derivative activity. The Company has experienced the effect of increased interest rates on the portion of its debt that is not hedged and a further increase in interest rates could negatively impact our net income.

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On July 20, 2026, Utz and Intersnack Group GmbH & Co. KG ("Intersnack Group" or "Intersnack") entered into a certain definitive agreement agreements pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Company Utz Brands, Inc. ("UBI") for $14.25 per share in cash. Upon closing the transaction, Utz will become a private company, with and Series U of UM Partners, LLC and Series R of UM Partners, LLC, on the one hand, and Intersnack Group, on the other hand, will each owning own 50% of Utz 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 second quarter and year-to-date period ended June 28, 2026. Brands Holdings, LLC, an affiliate on UBI ("UBH"). The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions. See Please refer to Note 16. 2. Pending Merger , and Note 17. Subsequent Events , to our Unaudited Consolidated Financial Statements, contained in Part I, Item 1, and Part II, Item 1A "Risk Factors," of this Quarterly Report on Form 10-Q for more information regarding this transaction. demands and complaints related to the Transactions. As noted therein, the Company believes that the claims asserted in the complaints and the potential claims threatened in the demand letters are without merit, and the Company and the Board deny all allegations of purported wrongdoing contained therein.

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In September 2025, the Company announced a multi-phase project aimed at upgrading facilities across its Hanover, PA Pennsylvania campus. The project includes upgrading the Company's headquarters and transforming it into a modern employee hub as well as other upgrades. As part of this project during May 2026, the Company sold one property in Hanover, PA for $1.2 million and another property in Hanover, Pennsylvania for $4.2 million during September 2026 that was were previously reported in Assets held for sale. No impairment was recognized on the sale. sales. In November 2026, the Company intends to sell two additional buildings located building in Hanover PA And that was held for sale as of September 27, 2026 was sold by the Company for gross sale price of $20.5 million. As part of the closing, the Company made a tract principal payment of land located in Goodyear, AZ. $17.2 million against its Real Estate Term Loan.

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Investments in new product innovation support four focus areas that are rooted in the consumer and tied to our portfolio and brand strategy: Expanding Positive Choices, Driving Value, Delivering Craveable Flavor, and Capturing Occasions. Within Expanding Positive Choices, our recent focus has been on Boulder Canyon, a brand offering solutions for consumers seeking great tasting BFY snacks via BFY oils such as avocado oil and olive oil. Innovation contributed to Boulder Canyon® increases with the launching of new flavors that capitalized on the hot & spicy trend and by entrance into the cheese snack subcategory. Boulder Canyon® gained share for the thirteen weeks ended June 28, September 27, 2026 and the twenty-six thirty-nine weeks ended June 28, September 27, 2026 versus the comparable prior year periods with growth of 65.5% 52.8% and 108.4%, 69.1%, respectively, per Circana. In the natural channel, Boulder Canyon growth was 13.2% 11.4% and 23.3% 18.3% for the twelve weeks ended June 14, September 6, 2026 and the fifty-two weeks ended June 14, September 6, 2026, respectively, per Spins. Within Driving Value, our recent focus has been on our Golden Flake brand, with innovation driving value for budget conscious consumers seeking great tasting snacks. Within Delivering Craveable Flavor, we recently addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories. Within Capturing Occasions, we recently expanded our portfolio of variety/multipacks across our Power Four Brands, consisting of our flagship Utz® brand, On The Border®, Zapp's ®, and Boulder Canyon®, and our Targeted Brands, consisting of Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, and TGI Fridays®. During the third quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic colors from our portfolio of products before the end of 2027. While we do not currently anticipate a significant impact to our input costs in our efforts to meet this commitment, our net sales, market share, or results of operations could be adversely affected if we are unsuccessful in our efforts to continue to satisfy consumer preferences.

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We regularly monitor worldwide supply and commodity costs so that we can cost-effectively secure ingredients, packaging and fuel required for production. A number of external factors such as weather, which may be impacted in unanticipated ways due to climate change, commodity market conditions, inflationary conditions and the effects of governmental, agricultural or other programs, including tariffs or other trade policies, may affect the cost and availability of raw materials and agricultural materials used in our products. Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we continue to expect that recent tariff volatility will have a modest and manageable impact on our business in 2026. We address commodity costs primarily through the use of buying-forward, which locks in pricing for key materials between three and 18 months in advance. Other methods include hedging, net pricing adjustments to cover longer term cost inflation, and manufacturing and overhead cost control. Our hedging techniques, such as forward contracts, limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Commodity cost increases may adversely impact our net income. Although we have experienced some ingredient cost deflation, we continue to experience rising costs related to fuel and freight rates as well as rising labor costs both of which have negatively impacted profitability. Transportation costs have been on the rise and may continue to rise and adversely impact net income. The Company looks to offset rising costs through increasing manufacturing and distribution efficiencies as well as through price increases to our customers, although it is unclear whether historic customer certain competitors have implemented more aggressive promotional strategies from time to time, which has caused us to respond with our own promotional changes, which in turn have impacted our sales levels will be maintained at these higher prices (See "Key Developments and Trends - Long-Term Demographics, Consumer Trends, and Demand" and "Key Developments and Trends - Competition"). Due to competitive market conditions, planned trade or promotional incentives, or other factors, our pricing actions may also lag supply and commodity cost changes.

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(in millions) Thirteen weeks ended June 28, 2026 Thirteen weeks ended June 29, 2025 Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025

Net sales $ 371.8 $ 366.7 $ 733.1 $ 718.8

Cost of goods sold 275.6 271.4 545.0 541.1

Gross profit 96.2 95.3 188.1 177.7

The following tables present selected unaudited financial data for the thirteen weeks ended and twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025.

(in millions) Thirteen weeks ended September 27, 2026 Thirteen weeks ended September 28, 2025 Thirty-nine weeks ended September 27, 2026 Thirty-nine weeks ended September 28, 2025

Net sales $ 369.2 $ 377.8 $ 1,102.3 $ 1,096.6

Cost of goods sold 291.6 286.3 836.6 827.4

Gross profit 77.6 91.5 265.7 269.2

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Selling 64.6 54.3 115.7 95.8

General and administrative 36.7 33.7 71.0 69.6

Total selling, general, and administrative expenses 101.3 88.0 186.7 165.4 (Loss) gain on sale of assets, net (0.4) (0.9) 0.9 (0.2)

(Loss) income from operations (5.5) 6.4 2.3 12.1

Other (loss) income, net

Interest expense (10.7) (11.4) (21.1) (22.9)

Selling 57.5 53.0 173.2 148.8

General and administrative 39.9 34.7 110.9 104.3

Total selling, general, and administrative expenses 97.4 87.7 284.1 253.1

Loss on sale of assets, net (1.9) (0.5) (1.0) (0.7)

(Loss) income from operations (21.7) 3.3 (19.4) 15.4

Interest expense (11.1) (10.6) (32.2) (33.5)

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Other (loss) income — (0.6) 0.8 (0.2)

Other (loss) income, net (10.7) 0.5 (20.3) (0.1)

(Loss) income before taxes (16.2) 6.9 (18.0) 12.0

Income tax expense (benefit) (0.2) (3.2) 0.4 (3.8)

Net (loss) income (16.0) 10.1 (18.4) 15.8

Net loss attributable to noncontrolling interest 5.9 0.4 6.6 2.2

Net (loss) income attributable to controlling interest $ (10.1) $ 10.5 $ (11.8) $ 18.0

Thirteen weeks ended June 28, 2026 versus Thirteen weeks ended June 29, 2025

Other income 0.6 1.2 1.4 1.0

(Loss) gain on remeasurement of warrant liability — 12.5 (0.7) — 23.5 22.8

Other loss, net (10.5) (10.1) (30.8) (10.2)

(Loss) income before taxes (32.2) (6.8) (50.2) 5.2

Income tax (benefit) expense (0.1) 13.4 0.3 9.6

Net loss (32.1) (20.2) (50.5) (4.4)

Net loss attributable to noncontrolling interest 7.8 5.5 14.4 7.7

Net (loss) income attributable to controlling interest $ (24.3) $ (14.7) $ (36.1) $ 3.3

Thirteen weeks ended September 27, 2026 versus Thirteen weeks ended September 28, 2025

Net sales were $371.8 $369.2 million and $366.7 $377.8 million for the thirteen weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively. Net sales for the thirteen weeks ended June 28, September 27, 2026 increased $5.1 decreased $8.6 million or 1.4% over 2.3% compared to the comparable period in 2025. The 1.4% increase 2.3% decrease in net sales was primarily driven by a (5.2)% reduction from volume/mix, partially offset by a benefit from higher net price realization of 3.6%, which was offset by a 2.2% reduction from volume/mix. 2.9%. Independent operator ("IO") discounts were $43.9 $44.5 million for the thirteen weeks ended June 28, September 27, 2026, down from $47.0 $45.7 million for the corresponding thirteen weeks ended June 29, September 28, 2025.

Sales are evaluated based on classification as Branded Salty Snacks or Non-Branded & Non-Salty Snacks, consisting of partner brands, private label, co-manufacturing for which Utz is the manufacturer, Utz branded non-salty snacks such as On The Border® Dips and Salsas and sales not attributable to specific brands. For the thirteen weeks ended June 28, September 27, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% 92% and 11% 8% of our net sales, respectively. For the thirteen weeks ended June 28, September 27, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 3.3% 0.3% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 12.1% 23.8% primarily due to Non-Branded, which was impacted by accelerated elimination of low margin items.

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Gross profit was $96.2 $77.6 million and $95.3 $91.5 million for the thirteen weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively. Our gross profit margin was 25.9% 21.0% for the thirteen weeks ended June 28, September 27, 2026 versus 26.0% 24.2% for the thirteen weeks ended June 29, September 28, 2025. The increase decrease in gross profit was driven by productivity savings, which more than offset significant supply chain cost inflation, channel mix, and lower volumes.

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Selling, general, and administrative expenses were $101.3 $97.4 million and $88.0 $87.7 million for the thirteen weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, resulting in an increase of $13.3 $9.7 million, or 15.1%, 11.1%, for the thirteen weeks ended June 28, September 27, 2026 versus the comparable prior year period. The increase was primarily due to increased marketing, and adding capabilities to support the Company's geographic expansion and growth initiatives. transaction related costs.

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Income tax benefit was $0.2 million and $3.2 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.

Twenty-six weeks ended June 28, 2026 versus twenty-six weeks ended June 29, 2025

Loss on sale of assets was $0.4 $1.9 million and $0.9 $0.5 million for the thirteen weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively.

Gain Loss on remeasurement of warrant liability

Gain Loss on remeasurement of warrant liability was $12.5 $0.7 million for the thirteen weeks ended June 29, September 28, 2025. The warrants were fully exercised in a cashless exchange in August 2025.

Income tax benefit was $0.1 million and an expense of $13.4 million for the thirteen weeks ended September 27, 2026 and September 28, 2025, respectively. The income tax expense recognized for the thirteen weeks ended September 28, 2025 was primarily driven by an increased valuation allowance recorded against certain DTAs for which it is more likely than not they will not be realized. See Note 14. Income Taxes .

Thirty-nine weeks ended September 27, 2026 versus thirty-nine weeks ended September 28, 2025

Net sales were $733.1 $1,102.3 million and $718.8 $1,096.6 million for the twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively. Net sales for the twenty-six thirty-nine weeks ended June 28, September 27, 2026 increased $14.3 $5.7 million, or 2.0%, 0.5%, over the comparable period in 2025. The 2.0% 0.5% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, 3.4%, which was offset by a 1.6% (2.9)% reduction from volume/mix. IO discounts were $87.0 $131.5 million for the twenty-six thirty-nine weeks ended June 28, September 27, 2026, down from $91.7 $137.4 million for the corresponding twenty-six thirty-nine weeks ended June 29, September 28, 2025.

For the twenty-six thirty-nine weeks ended June 28, September 27, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% 90% and 11% 10% of our net sales, respectively. For the twenty-six thirty-nine weeks ended June 28, September 27, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 4.2% 2.8% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 13.3% 16.5% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

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Gross profit was $188.1 million and $177.7 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Our gross profit margin was 25.7% for the twenty-six weeks ended June 28, 2026 versus 24.7% for the twenty-six weeks ended June 29, 2025. The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.

Gross profit was $265.7 million and $269.2 million for the thirty-nine weeks ended September 27, 2026 and September 28, 2025, respectively. Our gross profit margin was 24.1% for the thirty-nine weeks ended September 27, 2026 versus 24.5% for the thirty-nine weeks ended September 28, 2025. The decrease in gross profit was driven by significant supply chain cost inflation, channel mix, and lower volumes.

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Gain (loss) on sale of assets was $0.9 million and $(0.2) million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

Selling, general, and administrative expenses were $186.7 $284.1 million and $165.4 $253.1 million for the twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025, respectively, resulting in an increase of $21.3 $31.0 million or 12.9% 12.2% for the twenty-six thirty-nine weeks ended June 28, September 27, 2026 over the corresponding period in fiscal year 2025. The increase was primarily due to increased marketing, and adding capabilities to support the Company's geographic expansion transaction related costs and growth initiatives. increased corporate transformation costs.

Gain Loss on sale of assets

Loss on sale of assets was $1.0 million and $0.7 million for the thirty-nine weeks ended September 27, 2026 and September 28, 2025, respectively.

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Income tax expense (benefit) was $0.4 million and $(3.8) million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively.

Gain on remeasurement of warrant liability was $23.5 $22.8 million for the twenty-six thirty-nine weeks ended June 29, September 28, 2025. The warrants were fully exercised in a cashless exchange in August 2025.

Income tax expense was $0.3 million and $9.6 million for the thirty-nine weeks ended September 27, 2026 and September 28, 2025, respectively. The income tax expense recognized for the thirty-nine weeks ended September 28, 2025 was primarily driven by an increased valuation allowance recorded against certain DTAs for which it is more likely than not they will not be realized. See Note 14. Income Taxes .

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We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results and identify trends in our underlying operating results, and it also provides additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the categories of supply chain transformation, corporate transformation, transaction costs, and non-cash items. We believe the non-GAAP financial measures should always be considered along with the most directly comparable U.S. generally accepted accounting principles ("U.S. GAAP") financial measures. We have provided the reconciliations between the U.S. GAAP and non-GAAP financial measures below, and we also discuss our underlying U.S. GAAP results throughout this discussion and analysis of our financial condition and results of operations.

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13-weeks Ended June 28, 2026

The following tables provide a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended and twenty-six thirty-nine weeks ended June 28, September 27, 2026 and June 29, September 28, 2025:

13-weeks Ended September 27, 2026

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Corporate Transformation (6) (8)

Transaction Costs (6)

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Net sales $ 371.8 $ — $ — $ 371.8 $ — $ — $ — $ — $ 371.8

Cost of goods sold (275.6) 11.3 — (264.3) 10.1 3.0 3.0 — (248.2)

Gross profit 96.2 11.3 — 107.5 10.1 3.0 3.0 — 123.6 (1)

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and 121 more changes in the filing

Controls and procedures 1 change

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We have established disclosure controls and procedures (as defined in Rule 13a-15(e) 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. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 27, 2026. 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 June 28, September 27, 2026.

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Legal proceedings 1 change

From time to time, we are subject to legal actions arising from our normal business activities. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, as of the date of this filing, we do not believe that we are currently party to any currently pending material legal proceedings, other than ordinary routine litigation incidental to the business, or any such proceedings known to be contemplated by governmental authorities. Please refer to Note 17. Subsequent Events, to our Unaudited Consolidated Financial Statements, for information regarding demands and complaints related to the Transactions.

Risk factors 6 changes

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• there has been and may continue to be litigation relating to the Merger, or as well as stockholder demands relating to the Merger, and there may be injunctions or governmental orders initiated by a governmental entity restraining, enjoining or prohibiting the consummation of the Merger, and there may be costs related thereto; and

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• we have been, and may continue to be, subject to legal proceedings and stockholder demands related to the Merger;

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Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to limit the conduct of our business to those actions undertaken in all material respects in the ordinary course of business consistent and to refrain from, among other things: incurring debt above certain limits and incurring certain capital expenditures, in each case, subject to certain exceptions set forth in the Merger Agreement. Because of these restrictions, we may be prevented from undertaking certain actions with respect to our strategic plans or the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

We and our directors are and may in the future be targets of securities class action and derivative subject to lawsuits and stockholder demands relating to the Merger, which could result in substantial costs and may delay or prevent the Merger from being completed.

Lawsuits, including securities class action lawsuits and derivative lawsuits, are often brought against public companies and their directors when companies enter into agreements for transactions similar to those contemplated by the Merger Agreement. The Company has received demand letters from several purported stockholders relating to books and records requests pursuant to Section 220 of the Delaware General Corporation Law, alleged disclosure deficiencies in the definitive or preliminary proxy statements, or appraisal pursuant to Section 262 of the Delaware General Corporation Law. In addition, on October 22, 2026, two complaints were filed in New York state court asserting claims under New York common law for negligent misrepresentation and concealment and for negligence against UBI and the members of the Board.

Securities class action lawsuits and derivative Additional lawsuits are often brought may be filed, against public companies the Company and their its directors, when companies enter into agreements for transactions similar to those contemplated by the Merger Agreement, and such lawsuits additional demand letters may be brought against us and our directors received, in connection with the Merger Agreement. Transactions. We cannot predict the outcome of such demands or complaints or other future actions. Even if the lawsuits are without merit, these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect our business, financial position, and results of operations.

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Unregistered sales of stock 1 change

On February 10, 2026, the Board of Directors authorized a $50 million share repurchase program. There is no expiration date on the program. For the thirteen weeks ended June 28, September 27, 2026, no shares were repurchased under this program.

Exhibits 4 changes

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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

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† Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Registration Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

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Date: August 5, November 6, 2026 UTZ BRANDS, INC.

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