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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 weeks ended June 28, 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").
Our fiscal year end is the Sunday closest to December 31. Our fiscal year 2025 ended December 28, 2025 and was a fifty-two-week fiscal year. Our fiscal year 2026 will end on January 3, 2027 and will be a fifty-three-week fiscal year. Our fiscal quarters are comprised of thirteen weeks each, except for fifty-three-week fiscal years for which the fourth quarter is comprised of fourteen weeks, and end on the thirteenth Sunday of each quarter (or the fourteenth Sunday of the fourth quarter in fifty-three-week fiscal years).
Overview
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, 2026. As of June 28, 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.
Key Developments and Trends
Our management team monitors a number of developments and trends that could impact our revenue and profitability objectives.
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% and down 2.2%, respectively, for the thirteen weeks ended June 28, 2026 versus the comparable prior year period.
Long-Term Demographics, Consumer Trends, and Demand – We participate in the $42 billion U.S. salty snack category, within the broader approximately $154 billion market for U.S. snack foods as of June 28, 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.
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For the thirteen weeks ended June 28, 2026, U.S. retail sales for salty snacks based on Circana data increased by 0.8% versus the comparable prior year period while Utz's retail sales increased 0.3%.
Competition – The salty snack industry is highly competitive and includes many diverse participants. Our products primarily compete with other salty snacks but also compete more broadly for certain eating occasions with other snack foods. We believe that the principal competitive factors in the salty snack industry include taste, convenience, product variety, product quality, price, nutrition, consumer brand awareness, media and promotional activities, in-store merchandising execution, customer service, cost-efficient distribution and access to retailer shelf space. We believe we compete effectively with respect to each of these factors. We also source nearly all of our inputs domestically within the United States, and therefore, we may be less impacted by international pricing volatility and tariffs (or associated refund initiatives) as compared to other multi-national salty snack food companies. Additionally, since 2024, certain competitors have implemented more aggressive promotional strategies from time to time, which has caused us to respond with our own promotional changes. We expect the pricing and promotional environment to remain dynamic in the near-term. Such promotions have impacted our sales and, in response, we have increased our promotional activities. We expect these pricing and promotional activity dynamics to continue in the near-term.
Operating Costs – Our operating costs include raw materials, labor, manufacturing overhead and selling, general, and administrative expenses. We manage these expenses through annual cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax optimization. Additionally, we maintain ongoing efforts to expand our profitability, including implementing significant reductions to our operating cost structure in both supply chain and overhead costs.
Financing Costs and Exposure to Interest Rate Changes – As of June 28, 2026, we had $685.1 million in variable rate indebtedness, down from $687.5 million as of December 28, 2025. As of June 28, 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. 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, 2026, we have existing interest rate swaps totaling $500.8 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, 2026, our interest rate swaps were carried as a net liability on our balance sheet totaling $2.1 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 weeks ended June 28, 2026 was 6.4%, up from 4.8% during the twenty-six weeks ended June 29, 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. Term Debt, Revolving Credit Facility, and Other Notes Payable and Note 10. 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.
Other Business Trends – The ongoing conflict in Iran and geopolitical tensions in the region could lead to significant disruption of global energy supplies and increases in global energy prices, adversely affect global supply chains, heighten inflationary pressures on our input costs and supply chain, and adversely affect consumer spending patterns. Although we have no operations in the Middle East and nearly all our input costs are sourced domestically, we are continuing to evaluate the evolving macroeconomic environment. However, at this time, we do not expect these factors to result in a material negative effect on our business, financial condition and results of operations in 2026.
Product Recall – In May 2026, the Company issued a voluntary recall in the United States of certain limited varieties of Zapp’s® and Dirty® potato chips. This voluntary recall follows notification that a seasoning containing dry milk powder, sourced from California Dairies, Inc. and supplied by a third-party supplier, may contain the presence of Salmonella. The affected seasoning batches tested negative for Salmonella prior to use; however, out of an abundance of caution, the Company recalled limited varieties of Zapp’s® and Dirty® brand potato chips.
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Recent Developments and Significant Items Affecting Comparability
Intersnack Group Transaction
On July 20, 2026, Utz and Intersnack Group GmbH & Co. KG (“Intersnack Group” or “Intersnack”) entered into a definitive agreement pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Company for $14.25 per share in cash. Upon closing the transaction, Utz will become a private company with Series U of UM Partners, LLC and Series R of UM Partners, LLC, on the one hand, and Intersnack Group, on the other hand, each owning 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. The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions. See Note 16. 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.
Acquisitions and Dispositions
As part of its ongoing supply chain transformation, the Company announced in July 2025 the strategic decision to consolidate its manufacturing footprint with the closure of its Grand Rapids, Michigan manufacturing facility. This decision is a key component of the Company’s long-term strategic roadmap, is expected to generate cost savings and should enable the Company to allocate more volume to its larger, more efficient facilities, while driving fixed cost leverage and enhanced automation capabilities across its remaining network. In addition to the expected cost savings, the Company expects the optimized footprint to support its ongoing geographic expansion.
In September 2025, the Company announced a multi-phase project aimed at upgrading facilities across its Hanover, PA 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 that was previously reported in Assets held for sale. No impairment was recognized on the sale. The Company intends to sell two additional buildings located in Hanover, PA And a tract of land located in Goodyear, AZ.
As part of the California expansion strategy, in October 2025, the Company acquired Insignia International’s DSD distribution assets. The transaction includes DSD routes across California and the Midwest, along with select related assets. This acquisition accelerates Utz’s expansion in California, a key growth geography that represents the largest U.S. market for salty snacks with $4.2 billion in retail sales during the fiscal year ended December 28, 2025.
Product Innovation
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, 2026 and the twenty-six weeks ended June 28, 2026 versus the comparable prior year periods with growth of 65.5% and 108.4%, respectively, per Circana. In the natural channel, Boulder Canyon growth was 13.2% and 23.3% for the twelve weeks ended June 14, 2026 and the fifty-two weeks ended June 14, 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.
Supply and Commodity Trends
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
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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 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.
While the costs of our principal raw materials and other input costs fluctuate, we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources. Market factors, including supply and demand may result in higher costs of sourcing those materials.
Results of Operations
Overview
The following tables present selected unaudited financial data for the thirteen weeks ended and twenty-six weeks ended June 28, 2026 and June 29, 2025.
(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
Selling, general, and administrative expenses
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)
Loss on debt extinguishment — — — (0.5)
Other (loss) income — (0.6) 0.8 (0.2)
Gain on remeasurement of warrant liability — 12.5 — 23.5
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
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Thirteen weeks ended June 28, 2026 versus Thirteen weeks ended June 29, 2025
Net sales
Net sales were $371.8 million and $366.7 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively. Net sales for the thirteen weeks ended June 28, 2026 increased $5.1 million or 1.4% over the comparable period in 2025. The 1.4% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 2.2% reduction from volume/mix. Independent operator ("IO") discounts were $43.9 million for the thirteen weeks ended June 28, 2026, down from $47.0 million for the corresponding thirteen weeks ended June 29, 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, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively. For the thirteen weeks ended June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 3.3% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 12.1% due to Non-Branded, which was impacted by accelerated elimination of low margin items.
Cost of goods sold and Gross profit
Gross profit was $96.2 million and $95.3 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively. Our gross profit margin was 25.9% for the thirteen weeks ended June 28, 2026 versus 26.0% for the thirteen weeks ended June 29, 2025. The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.
Selling, general, and administrative expense
Selling, general, and administrative expenses were $101.3 million and $88.0 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $13.3 million, or 15.1%, for the thirteen weeks ended June 28, 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.
Loss on sale of assets
Loss on sale of assets was $0.4 million and $0.9 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.
Gain on remeasurement of warrant liability
Gain on remeasurement of warrant liability was $12.5 million for the thirteen weeks ended June 29, 2025. The warrants were fully exercised in a cashless exchange in August 2025.
Income taxes
Income tax benefit was $0.2 million and $3.2 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively.
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Twenty-six weeks ended June 28, 2026 versus twenty-six weeks ended June 29, 2025
Net sales
Net sales were $733.1 million and $718.8 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Net sales for the twenty-six weeks ended June 28, 2026 increased $14.3 million, or 2.0%, over the comparable period in 2025. The 2.0% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 1.6% reduction from volume/mix. IO discounts were $87.0 million for the twenty-six weeks ended June 28, 2026, down from $91.7 million for the corresponding twenty-six weeks ended June 29, 2025.
For the twenty-six weeks ended June 28, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively. For the twenty-six weeks ended June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 4.2% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 13.3% due to Non-Branded, which was impacted by accelerated elimination of low margin items.
Cost of goods sold and Gross profit
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.
Selling, general, and administrative expense
Selling, general, and administrative expenses were $186.7 million and $165.4 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $21.3 million or 12.9% for the twenty-six weeks ended June 28, 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 and growth initiatives.
Gain (loss) on sale of assets
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.
Gain on remeasurement of warrant liability
Gain on remeasurement of warrant liability was $23.5 million for the twenty-six weeks ended June 29, 2025 The warrants were fully exercised in a cashless exchange in August 2025.
Income taxes
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.
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Non-GAAP Financial Measures
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 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.
During the first quarter of 2026, the Company revised the categorization of certain charges and gains that were historically categorized as acquisition, divestitures and investments, business transformation, and financing-related costs. The Company is now presenting the associated charges and gains within the categories supply chain transformation and corporate transformation. The nature of the charges and gains included in these adjustments, as well as the total amount of all of these adjustments in all periods presented, are unchanged. We believe that this change provides a better reflection of the impact of the charges and gains and aligns with how management views the adjustments internally. Prior period balances have been reclassified to conform to the current presentation. Additionally, the Company has revised the presentation of its reconciliations of Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Selling, General, and Administrative Expenses, EBITDA, and Adjusted EBITDA, below, to the most directly comparable GAAP measures. We believe the revised presentation of reconciliation information provides investors with helpful context on the impacts of the adjustments.
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When the definitions change, we will provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
EBITDA and Adjusted EBITDA
We define EBITDA as net income before interest, income taxes, and depreciation and amortization.
We define Adjusted EBITDA as EBITDA further adjusted to exclude certain non-cash items, such as accruals for long-term incentive programs and asset impairments and hedging and purchase commitments adjustments; remeasurement of warrant liabilities; Supply Chain and Corporate Transformation costs and gains.
Adjusted EBITDA is one of the key performance indicators we use in evaluating our operating performance and in making financial, operating, and planning decisions. We believe EBITDA and Adjusted EBITDA are useful to investors in the evaluation of Utz’s operating performance compared to other companies in the salty snack industry, as similar measures are commonly used by companies in this industry; however, we caution that other companies may use different definitions from us and such figures may not be directly comparable to our figures.
The following tables provide a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended and twenty-six weeks ended June 28, 2026 and June 29, 2025:
13-weeks Ended June 28, 2026
(dollars in millions) As Reported Depreciation and Amortization Other Adj. EBITDA (4)Supply Chain Transformation (5) Corporate Transformation (6) Other Non-Cash Adj. Other Adj. Adjusted EBITDA
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)
Gross margin 25.9 % 33.2 % (1)
Selling, general and administrative expenses (101.3) 11.6 — (89.7) 0.3 16.0 5.5 — (67.9) (2)
Loss on sale of assets, net (0.4) — — (0.4) — 0.4 — — —
Loss from operations (5.5) 22.9 — 17.4 10.4 19.4 8.5 — 55.7
Interest expense (10.7) — 10.7 — — — — — —
Other income, net — — — (7) — — — — — —
Loss before income taxes (16.2) 22.9 10.7 17.4 10.4 19.4 8.5 — 55.7
Income tax benefit (0.2) — 0.2 — — — — — —
Net loss $ (16.0) $ 22.9 $ 10.5 $ 17.4 $ 10.4 $ 19.4 $ 8.5 $ — $ 55.7 (3)
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26-weeks Ended June 28, 2026
(dollars in millions) As Reported Depreciation and Amortization Other Adj. EBITDA (4) Supply Chain Transformation (5) Corporate Transformation (6) Other Non-Cash Adj. Other Adj. Adjusted EBITDA
Net sales $ 733.1 $ — $ — $ 733.1 $ — $ — $ — $ — $ 733.1
Cost of goods sold (545.0) 22.2 — (522.8) 17.7 5.5 1.5 — (498.1)
Gross profit 188.1 22.2 — 210.3 17.7 5.5 1.5 — 235.0 (1)
Gross margin 25.7 % 32.1 % (1)
Selling, general and administrative expenses (186.7) 23.2 — (163.5) 0.6 20.7 10.8 — (131.4) (2)
Gain on sale of assets, net 0.9 — — 0.9 — (0.9) — — —
Income from operations 2.3 45.4 — 47.7 18.3 25.3 12.3 — 103.6
Interest expense (21.1) — 21.1 — — — — — —
Other income, net 0.8 — (0.8) (7) — — — — — —
Loss before income taxes (18.0) 45.4 20.3 47.7 18.3 25.3 12.3 — 103.6
Income tax expense 0.4 — (0.4) — — — — — —
Net loss $ (18.4) $ 45.4 $ 20.7 $ 47.7 $ 18.3 $ 25.3 $ 12.3 $ — $ 103.6 (3)
13-weeks Ended June 29,2025
(dollars in millions) As Reported Depreciation and Amortization Other Adj. EBITDA (4)Supply Chain Transformation (5) Corporate Transformation (6) Other Non-Cash Adj. Other Adj. Adjusted EBITDA
Net sales $ 366.7 $ — $ — $ 366.7 $ — $ — $ — $ — $ 366.7
Cost of goods sold (271.4) 9.9 — (261.5) 9.4 0.6 1.0 — (250.5)
Gross profit 95.3 9.9 — 105.2 9.4 0.6 1.0 — 116.2 (1)
Gross margin 26.0 % 31.7 % (1)
Selling, general and administrative expenses (88.0) 11.4 — (76.6) 0.7 4.1 4.4 — (67.4) (2)
Loss on sale of assets, net (0.9) — — (0.9) 0.5 0.4 — — —
Income from operations 6.4 21.3 — 27.7 10.6 5.1 5.4 — 48.8
Interest expense (11.4) — 11.4 — — — — — —
Gain on remeasurement of warrant liability 12.5 — — 12.5 — — — (12.5) —
Other loss, net (0.6) — (0.5) (7) (1.1) — 1.0 — — (0.1)
Income before income taxes 6.9 21.3 10.9 39.1 10.6 6.1 5.4 (12.5) 48.7
Income tax benefit (3.2) — 3.2 — — — — — —
Net income $ 10.1 $ 21.3 $ 7.7 $ 39.1 $ 10.6 $ 6.1 $ 5.4 $ (12.5) $ 48.7 (3)
26-weeks Ended June 29,2025
(dollars in millions) As Reported Depreciation and Amortization Other Adj. EBITDA (4) Supply Chain Transformation (5) Corporate Transformation (6) Other Non-Cash Adj. Other Adj. Adjusted EBITDA
Net sales $ 718.8 $ — $ — $ 718.8 $ — $ — $ — $ — $ 718.8
Cost of goods sold (541.1) 17.9 — (523.2) 17.7 2.0 2.1 — (501.4)
Gross profit 177.7 17.9 — 195.6 17.7 2.0 2.1 — 217.4 (1)
Gross margin 24.7 % 30.2 % (1)
Selling, general and administrative expenses (165.4) 22.1 — (143.3) 1.4 9.4 9.0 — (123.5) (2)
Loss on sale of assets, net (0.2) — — (0.2) 0.2 — — — —
Income from operations 12.1 40.0 — 52.1 19.3 11.4 11.1 — 93.9
Interest expense (22.9) — 22.9 — — — — — —
Loss on debt extinguishment (0.5) — — (0.5) — 0.5 — — —
Gain on remeasurement of warrant liability 23.5 — — 23.5 — — — (23.5) —
Other loss, net (0.2) — (1.0) (7) (1.2) — 1.1 — — (0.1)
Income before income taxes 12.0 40.0 21.9 73.9 19.3 13.0 11.1 (23.5) 93.8
Income tax benefit (3.8) — 3.8 — — — — — —
Net income $ 15.8 $ 40.0 $ 18.1 $ 73.9 $ 19.3 $ 13.0 $ 11.1 $ (23.5) $ 93.8 (3)
(1) Adjusted Gross Profit and Adjusted Gross Margin were $123.6 million and 33.2%, respectively for the thirteen weeks ended June 28, 2026, and $116.2 million and 31.7% for the thirteen weeks ended June 29, 2025, respectively. Adjusted Gross Profit and Adjusted Gross Margin were $235.0 million and 32.1%, respectively for the twenty-six weeks ended June 28, 2026, and $217.4 million and 30.2% for the twenty-six weeks ended June 29, 2025, respectively.
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(2) Adjusted Selling, General and Administrative was $67.9 million and $67.4 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively. Adjusted Selling, General and Administrative was $131.4 million and $123.5 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.
(3) Adjusted EBITDA was $55.7 million and $48.7 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively. Adjusted EBITDA was $103.6 million and $93.8 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.
(4) Supply Chain Transformation initiatives representing start-up costs, warehousing and logistical transformations, restructuring and cost reduction activities as part of efforts to enhance long-term profitability, and other manufacturing initiatives that do not reflect the cost of normal business operations. For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, supply chain transformation initiatives were $10.4 million and $10.6 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, supply chain transformation initiatives were $18.3 million and $19.3 million, respectively.
(5) Corporate Transformation are comprised primarily of costs related to severance and other people restructuring costs, our announced transaction with Intersnack, our California expansion and Insignia integration, information technology and data transformation, litigation, gain and losses realized from the sale of distribution rights to IOs, gain and losses on the sale of assets, and consulting and professional fees related to transformation initiatives. For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, corporate transformation initiatives were $19.4 million and $6.1 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, corporate transformation initiatives were $25.3 million and $13.0 million, respectively.
(6) Other Non-Cash Adjustments for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025 are comprised primarily of $3.8 million and $2.7 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $4.7 million and $2.7 million, respectively. of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. Other Non-Cash Adjustments for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025 are comprised primarily of $7.2 million and $6.2 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $5.1 million and $4.9 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. In addition, the Company recorded an impairment charge of $0.6 million during the thirteen weeks ended June 29, 2025.
(7) Other income/(expense), net represents the Company’s non-operating income and expense related to interest income, fees associated with our receivable finance program, and mark-to-market on notional portion of interest rate swap not accounted for under interest rate hedge accounting, benefit related to changes in the Company’s tax receivable liability, monetary conversion, other items not related to our operations.
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Liquidity and Capital Resources
Sources and Uses of Cash
We believe that the cash provided by our operating activities, revolving credit facility, term loans, and derivative financial instruments will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual and tax obligations, both in the short term and long term. We regularly evaluate our financing strategy to meet our short- and longer-term capital needs. From time-to-time, we may dispose of assets or enter into other cash generating transactions, such as through a sale-leaseback, when we deem beneficial. To date, we have been successful in generating cash and raising financing as needed. However, if a serious economic or credit market crisis ensues or another adverse development arises, it could have a material adverse effect on our liquidity, results of operations and financial condition.
Under the Merger Agreement, there are certain restrictions on the Company's ability to incur indebtedness, make capital expenditures, issue and repurchase securities, declare dividends and engage in certain other matters affecting capital resources, in each case subject to specified exceptions.
Financing Arrangements
The primary objective of our financing strategy is to maintain a prudent capital structure that provides us flexibility to pursue our growth objectives. We use short-term debt as management determines is reasonable, principally to finance ongoing operations, including our seasonal requirements for working capital (generally accounts receivable, inventory, and prepaid expenses and other current assets, less accounts payable, accrued payroll, and other accrued liabilities), and a combination of equity and long-term debt to finance both our base working capital needs and our non-current assets.
ABL Facility
As of June 28, 2026 and December 28, 2025 $0.3 million and $0.2 million, respectively,was outstanding under the asset based lending ("ABL") facility. Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed. As of June 28, 2026 and December 28, 2025, $154.1 million and $119.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit. Standby letters of credit in the amount of $14.5 million and $10.3 million, have been issued as of June 28, 2026 and December 28, 2025, respectively. The standby letters of credit are primarily issued for insurance purposes.
Cash Requirements
Our expected future payments at June 28, 2026 primarily consisted of:
•Short-term cash requirements related primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, stockholder returns (such as dividend payments), property, plant and equipment and any significant non-operating items;
•Cash requirements related to other notes payable and finance leases (Refer to Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable);
•Long-term cash requirements primarily related to funding long-term debt repayments and related interest payments on long-term debt (Refer to Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable);
•Long-term cash requirements related to our deferred taxes and Tax Receivable Agreement; and
•Operating lease liabilities.
Off-Balance Sheet Arrangements
Purchase Commitments
The Company has outstanding purchase commitments for specific quantities at fixed prices for certain key ingredients to economically hedge commodity input prices. Refer to Note 10. Derivative Financial Instruments, Purchase Commitments and Fair Value.
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IO Guarantees Off Balance Sheet
The Company partially guarantees loans made to IOs by Bank of America and one other bank for the purchase of routes, some of which were recorded as off-balance sheet arrangements. These loans are collateralized by the routes for which the loans are made. Accordingly, the Company has the ability to recover substantially all of the outstanding loan value upon default. Refer to Note 11. Contingencies.
Cash Flow
The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the twenty-six weeks ended June 28, 2026 and June 29, 2025.
(in millions) Twenty-six weeks ended June 28, 2026 Twenty-six weeks ended June 29, 2025
Net cash used in operating activities $ (0.5) $ (3.9)
Net cash used in investing activities $ (29.5) $ (71.3)
Net cash (used in) provided by financing activities $ (31.8) $ 73.7
Net cash used in operating activities for the twenty-six weeks ended June 28, 2026 was $0.5 million compared to $3.9 million for the twenty-six weeks ended June 29, 2025. The decrease in net cash used in operating activities of $3.4 million is largely driven by improvement of process and payment terms with suppliers and inventory levels, partially offset by the purchase of tax credits that occurred during the twenty-six weeks ended June 28, 2026. See Note 12. Supplementary Cash Flow Information and the timing of accounts payable and prepaid expenses for further information on changes in cash use for operating activities.
Cash used in investing activities for the twenty-six weeks ended June 28, 2026 and June 29, 2025 was $29.5 million and $71.3 million, respectively and was primarily related to purchases of property and equipment.
Net cash used in financing activities was $31.8 million for the twenty-six weeks ended June 28, 2026, primarily driven by repayments on term debt and notes payable, payment of dividends, distributions to noncontrolling interest holders and payments of employee stock award tax withholdings. This compares to net cash provided by financing activities of $73.7 million for the twenty-six weeks ended June 29, 2025, which was primarily driven by net borrowings on line of credit, term debt and notes payable of $97.7 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock awards tax withholdings and debt issuance costs.
Debt Covenants
The Company has a credit agreement with a syndicate of banks, led by Bank of America, N.A. ("Term Loan B"). The Term Loan B and the ABL facility are collateralized by substantially all of the assets and liabilities of UBH and its subsidiaries excluding the real estate assets secured by the Company's real estate term loan, including equity interests in certain of UBH’s subsidiaries. The credit agreements contain certain affirmative and negative covenants relating to the operations and financial condition of UBH and its subsidiaries. UBH and its subsidiaries were in compliance with their financial and other covenants under the credit agreements as of June 28, 2026.
New Accounting Pronouncements
See Note 1. Operations and Summary of Significant Accounting Policies, to the unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Application of Critical Accounting Policies and Estimates
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 and concluded that goodwill was not impaired as of June 28, 2026. In performing this assessment, 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, 2026, the Company entered into a definitive agreement to be acquired for $14.25 per share (see Note 16. Subsequent Events). 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 recoverability of its goodwill.
There were no other changes to critical accounting policies and estimates from those disclosed in Critical Accounting Policies and Estimates under Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 28, 2025 filed on February 12, 2026.