utz-20260329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 29, 2026
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Utz Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38686

85-2751850

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

900 High Street

Hanover, PA 17331

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (717) 637-6644

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

UTZ

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of May 4, 2026, 88,537,061 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Specifically, forward-looking statements may include statements relating to:

•The Company's future financial position, capital structure, indebtedness, business strategy, opportunities and plans and objectives of management for future operations, including with respect to promotional activities and efforts to build sustainable long-term demand for the Company's products;

•The benefits of the Company's acquisitions, dispositions and similar transactions;

•The likelihood of the Company completing contemplated acquisitions, dispositions and similar transactions;

•The future operating and financial performance of the Company;

•Expansion plans and opportunities;

•Cost savings plans and network optimization strategies;

•Transformation of the Company’s supply chain;

•The Company’s product mix;

•The Company’s expectations regarding its level of indebtedness and associated interest expense impacts;

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

•The effects of inflation, tariffs, or supply chain disruptions on the Company or its business;

•The benefits of the Company’s productivity initiatives;

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

•Other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “goal,” “on track” or similar expressions.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, reflect management’s current expectations, forecasts and assumptions and involve a number of judgments regarding known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update, add to or otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

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; 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 and in the other reports we file with the U.S. Securities and Exchange Commission from time to time.


Table of Contents

			Page
Part I - Financial Information
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS			1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)			2
CONSOLIDATED STATEMENTS OF EQUITY			3
CONSOLIDATED STATEMENTS OF CASH FLOWS			4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS			5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			26

Part II - Other Information
Item 1. Legal Proceedings			26
Item 1A. Risk Factors			26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 3. Defaults Upon Senior Securities			26
Item 4. Mine Safety Disclosures			26
Item 5. Other Information			27
Item 6. Exhibits			27
Signatures			28

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Utz Brands, Inc.

CONSOLIDATED BALANCE SHEETS

March 29, 2026 and December 28, 2025

(In millions, except share information)


	As of March 29, 2026		As of December 28, 2025
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	73.7	$	120.4
Accounts receivable, less allowance of $3.3 for each period	113.4		100.8
Inventories	122.5		119.3
Prepaid expenses and other assets	46.3		39.9
Current portion of notes receivable	4.0		4.0
Total current assets	359.9		384.4
Non-current Assets
Assets held for sale	10.4		10.3
Property, plant and equipment, net	379.9		379.2
Goodwill	865.2		865.2
Intangible assets, net	956.5		963.9
Non-current portion of notes receivable	10.8		10.8
Other assets	203.4		179.8
Total non-current assets	2,426.2		2,409.2
Total assets	$	2,786.1	$	2,793.6
LIABILITIES AND EQUITY
Current Liabilities
Current portion of term debt	$	30.3	$	31.4
Current portion of other notes payable	6.1		6.5
Accounts payable	188.3		197.4
Accrued expenses and other	90.3		87.9

Total current liabilities	315.0		323.2
Non-current Liabilities
Non-current portion of term debt and revolving credit facility	812.0		818.2
Non-current portion of other notes payable	13.1		14.2
Non-current accrued expenses and other	181.4		166.5

Deferred tax liability	127.2		126.6
Total non-current liabilities	1,133.7		1,125.5
Total liabilities	1,448.7		1,448.7
Commitments and Contingencies
Equity
Shares of Class A Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 88,430,658 and 87,509,774 shares issued and outstanding as of March 29, 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 March 29, 2026 and December 28, 2025	—		—
Additional paid-in capital	1,039.2		1,037.0
Accumulated deficit	(334.4)		(326.6)
Accumulated other comprehensive income	4.7		3.3
Total stockholders' equity	709.5		713.7
Noncontrolling interest	627.9		631.2
Total equity	1,337.4		1,344.9
Total liabilities and equity	$	2,786.1	$	2,793.6

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

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the thirteen weeks ended March 29, 2026 and March 30, 2025

(In millions, except share information)

(Unaudited)


	Thirteen weeks ended March 29, 2026		Thirteen weeks ended March 30, 2025
Net sales	$	361.3	$	352.1
Cost of goods sold	269.4		269.7
Gross profit	91.9		82.4

Selling, general, and administrative expenses
Selling	51.1		41.5
General and administrative	34.3		35.9
Total selling, general, and administrative expenses	85.4		77.4

Gain on sale of assets, net	1.3		0.7

Income from operations	7.8		5.7
Other loss, net

Interest expense	(10.4)		(11.5)
Loss on debt extinguishment	—		(0.5)
Other income	0.8		0.4
Gain on remeasurement of warrant liability	—		11.0
Other loss, net	(9.6)		(0.6)

(Loss) income before taxes	(1.8)		5.1
Income tax expense (benefit)	0.6		(0.6)
Net (loss) income	(2.4)		5.7
Net loss attributable to noncontrolling interest	0.7		1.8
Net (loss) income attributable to controlling interest	$	(1.7)	$	7.5

(Loss) income per Class A Common stock: (in dollars)
Basic	$	(0.02)	$	0.09
Diluted	$	(0.02)	$	0.09
Weighted-average shares of Class A Common stock outstanding
Basic	88,347,854		85,721,393
Diluted	88,347,854		87,535,340

Net (loss) income	$	(2.4)	$	5.7
Other comprehensive income (loss):
Change in fair value of interest rate swap	2.3		(6.4)
Comprehensive loss	(0.1)		(0.7)
Net comprehensive (income) loss attributable to noncontrolling interest	(0.2)		4.3
Net comprehensive (loss) income attributable to controlling interest	$	(0.3)	$	3.6

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

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

For the thirteen weeks ended March 29, 2026 and March 30, 2025

(In millions, except share information)

(Unaudited)


	Class A Common Stock			Class V Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Equity		Non-controlling Interest		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 29, 2024	83,537,542	$	—	57,349,000	$	—	$	988.5	$	(304.7)	$	13.1	$	696.9	$	685.3	$	1,382.2
Share-based compensation	524,211	—			—		4.3		—		—		4.3		—		4.3
Class V to Class A Exchange	2,000,000	—		(2,000,000)	—		23.9		—		—		23.9		(23.9)		—
Payments of tax withholding requirements for employee stock awards		—			—		(2.2)		—		—		(2.2)		—		(2.2)
Net income (loss)		—			—		—		7.5		—		7.5		(1.8)		5.7
Cash dividends declared		—			—		—		(5.6)		—		(5.6)		—		(5.6)
Special excess cash dividend declared		—			—		—		(0.9)		—		(0.9)		—		(0.9)
Distribution to noncontrolling interest		—			—		—		—		—		—		(3.4)		(3.4)
Tax distribution		—			—		—		—		—		—		(1.6)		(1.6)
Other comprehensive loss		—			—		—		—		(3.9)		(3.9)		(2.5)		(6.4)
Balance at March 30, 2025	86,061,753	$	—	55,349,000	$	—	$	1,014.5	$	(303.7)	$	9.2	$	720.0	$	652.1	$	1,372.1













Balance at December 28, 2025	87,509,774	$	—	55,349,000	$	—	$	1,037.0	$	(326.6)	$	3.3	$	713.7	$	631.2	$	1,344.9
Share-based compensation	920,884	—			—		3.9		—		—		3.9		—		3.9
Payments of tax withholding requirements for employee stock awards		—			—		(1.7)		—		—		(1.7)		—		(1.7)

Net loss		—			—		—		(1.7)		—		(1.7)		(0.7)		(2.4)
Cash dividends declared		—			—		—		(6.1)		—		(6.1)		—		(6.1)

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

Other comprehensive income		—			—		—		—		1.4		1.4		0.9		2.3
Balance at March 29, 2026	88,430,658	$	—	55,349,000	$	—	$	1,039.2	$	(334.4)	$	4.7	$	709.5	$	627.9	$	1,337.4

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

Utz Brands, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the thirteen weeks ended March 29, 2026 and March 30, 2025

(In millions)

(Unaudited)


	Thirteen weeks ended March 29, 2026		Thirteen weeks ended March 30, 2025
Cash flows from operating activities
Net (loss) income	$	(2.4)	$	5.7
Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization	22.5		18.7

Gain on remeasurement of warrant liability	—		(11.0)
Gain on sale of assets	(1.3)		(0.7)
Loss on debt extinguishment	—		0.5
Share-based compensation	3.9		4.3
Deferred taxes	0.6		0.1
Deferred financing costs	0.3		0.3
Changes in assets and liabilities:
Accounts receivable, net	(12.6)		(15.1)
Inventories	(3.2)		(6.2)
Prepaid expenses and other assets	(3.5)		(7.1)
Accounts payable and accrued expenses and other	(16.5)		(9.7)
Net cash used in operating activities	(12.2)		(20.2)
Cash flows from investing activities
Purchases of property and equipment	(13.8)		(38.8)

Proceeds from sale of property and equipment	0.1		0.8

Proceeds from sale of routes	8.3		5.0
Proceeds from the sale of IO notes	1.5		0.5
Purchases of IO routes and other changes in note receivables	(11.6)		(8.2)
Net cash used in investing activities	(15.5)		(40.7)
Cash flows from financing activities
Borrowings on line of credit	60.0		85.0
Repayments on line of credit	(60.0)		(35.2)
Borrowings on term debt and notes payable	—		38.5
Repayments on term debt and notes payable	(7.6)		(8.0)
Payment of debt issuance cost	—		(1.7)
Payments of tax withholding requirements for employee stock awards	(1.7)		(2.2)
Dividends paid	(6.2)		(5.4)

Distribution to noncontrolling interest	(3.5)		(3.5)
Net cash (used in) provided by financing activities	(19.0)		67.5
Net (decrease) increase in cash and cash equivalents	(46.7)		6.6
Cash and cash equivalents at beginning of period	120.4		56.1
Cash and cash equivalents at end of period	$	73.7	$	62.7

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

Utz Brands, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying consolidated financial statements comprise the financial statements of Utz Brands, Inc. ("UBI") and its wholly 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.

Revenue Recognition – The Company’s revenues primarily consist of the sale of salty snack items to customers, including supermarkets, mass merchants, club stores, dollar and discount stores, convenience stores, independent grocery stores, drug stores, food service, vending, military and other channels. The Company sells its products in most regions of the United States primarily through its direct-store delivery ("DSD") network, direct-to-warehouse shipments and third-party distributors. These revenue contracts generally have a single performance obligation. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product and other costs, some of which are recorded in Selling in the Consolidated Statements of Operations and Comprehensive Income (Loss). Amounts billed and due from customers are classified as accounts receivables and require payment on a short-term basis and, therefore, the Company does not have any significant financing components.

The Company recognizes revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Applicable shipping and handling costs are included in customer billing and are recorded as revenue as the products’ control is transferred to customers. The Company assesses the goods promised in customer purchase orders and identifies a performance obligation for each promise to transfer a good that is distinct.

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 $17.7 million as of March 29, 2026, which included adjustments taken by customers of $16.7 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.

SEC Form 10-Q filed by Utz Brands Inc