DEF 14A of Utz Brands, Inc., Mar 12, 2026

DEF 14A of Utz Brands, Inc.

Filed Mar 12, 2026 · FY20250001193125-26-103020

Open on EDGAR

  1. Vote Required

    | John Altmeyer Age: 67 | Career Highlights Mr. Altmeyer has served as a member of the Board of Directors of the Company since August 2020. In January 2026, Mr. Altmeyer assumed the role of Vice Chairman of GAF Materials, LLC, a roofing and waterproofing manufacturer. From January 2023 to January 2026, Mr. Altmeyer served as Chief Executive Officer of GAF Materials, LLC. Prior to that role, Mr. Altmeyer served as GAF’s Executive Chairperson, Commercial from January 2021 to January 2023. Mr. Altmeyer served as the President and Chief Executive Officer of Carlisle Construction Materials, a division of Carlisle Companies Incorporated (NYSE: CSL), from July 1997 to September 2018. Carlisle Construction Materials is principally engaged in the manufacture and sale of rubber and thermoplastic roofing systems and other products with roofing applications for commercial and residential buildings. Mr. Altmeyer also has served as a Member of the Board of Directors of EMCOR Group, Inc. (NYSE: EME), a mechanical and electrical construction, industrial and energy infrastructure and facilities services company, since 2014. As part of his service on the EMCOR Board of Directors, Mr. Altmeyer currently serves on the governance committee of EMCOR and has served as the Chair of the compensation committee of EMCOR since 2018. Mr. Altmeyer also served on the audit committee of EMCOR from 2014 through 2018. Additionally, Mr. Altmeyer served as a member of the Board of Directors of Berkshire Hills Bancorp (NYSE: BHLB), a bank holding company, from 2012 to 2014. Mr. Altmeyer also served on the Board of Directors of Tecta America, a roofing contracting and services business, from March 2019 until January 2021. Mr. Altmeyer earned his B.S. degree from Cornell University and his M.B.A. from Harvard Business School. Qualifications Mr. Altmeyer’s qualifications to serve on our Board of Directors include his substantial financial, operations, investment and acquisition experience, and his experience serving as a public company director. |

  2. Vote Required

    | Jason Giordano Age: 47 | Career Highlights Mr. Giordano has served as a member of the Board of Directors of the Company since August 2020. Mr. Giordano was the Co-Executive Chairperson, Principal Executive Officer and Principal Financial and Accounting Officer of Collier Creek from June 1, 2018 until August 2020. Mr. Giordano has over 20 years of investment and acquisition experience, with a focus in the consumer goods and related sectors. Mr. Giordano has been a Senior Managing Director at CC Capital (affiliates of whom are indirect owners of Utz securities through CC Collier Holdings LLC), a private investment firm, since November 2018. Mr. Giordano was EVP Corporate Development for CC Neuberger Principal Holdings II, a special purpose acquisition company, from July 2020 until July 2022, and was EVP Corporate Development for CC Neuberger Principal Holdings III, a special purpose acquisition company, from August 2020 to November 2023. Previously, Mr. Giordano was a Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging and chemicals sectors. During his tenure at Blackstone from 2006 to October 2017, Mr. Giordano was involved in 12 initial and follow-on acquisitions representing over $10 billion of transaction value, including several investments in consumer, retail and related businesses. Prior to Blackstone, Mr. Giordano was a private equity investment professional at Bain Capital, LP, a leading multi-asset alternative investment firm, and an investment banker with Goldman, Sachs, & Co., a leading global investment banking, securities and investment management firm. Mr. Giordano previously served on the boards of directors of Pinnacle Foods, Inc., a U.S.-based manufacturer and marketer of branded food products, from 2007 to September 2015; Crocs, Inc. (Nasdaq: CROX), a global supplier of branded footwear, from January 2015 to October 2017; AVINTIV, a global supplier of specialty materials primarily sold to consumer goods manufacturers, from January 2011 to October 2015; and Ascend Learning, LLC, a provider of online professional training tools and educational software, from July 2017 to October 2017. Mr. Giordano currently serves on the Board of Visitors of the Nelson A. Rockefeller Center for Public Policy at Dartmouth College. Mr. Giordano earned an M.B.A. with high distinction from Harvard Business School, where he was a Baker Scholar, and earned an A.B. with high honors in Economics from Dartmouth College. Qualifications Mr. Giordano’s qualifications to serve on our Board of Directors include his substantial investment and acquisition experience at blue chip financial institutions, his in-depth knowledge and strong network of relationships in consumer and related sectors, and his experience serving as a director for various public and private companies. |

  3. Vote Required

    | B. John Lindeman Age: 56 | Career Highlights Mr. Lindeman has served as a member of the Board of Directors of the Company since August 2020. Mr. Lindeman currently serves as the President and Chief Executive Officer at Calavo Growers, Inc. (Nasdaq-GS:CVGW), a global avocado-industry leader and expanding provider of value-added fresh food, having served in this role since December 2025. Prior to his current role, Mr. Lindeman served as the Chief Executive Officer and a member of the board of directors of Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM), a wholesaler and manufacturer of hydroponics equipment and commercial horticultural products, having served in that role from January 2025 until December 2025. Mr. Lindeman served as Chief Financial Officer of Hydrofarm Holdings from March 2020 to December 2024. From August 2015 until March 2020 Mr. Lindeman served as Chief Financial Officer and Corporate Secretary at Calavo Growers, Inc., where he was responsible for the finance, accounting, IT and human resource functions. Mr. Lindeman has also served as a member of the board of directors of Calavo Growers, Inc. since June 2024, and served as a member of the audit committee of Calavo Growers, Inc. from June 2024 to December 2025. Prior to joining Calavo, Mr. Lindeman held various leadership positions within the finance and investment banking industries, including serving as managing director at Sageworth Trust Company, a provider of investment management, fiduciary and planning services to highly successful individuals and families, from March 2015 to July 2015; Managing Director and co-head of the consumer and retail group at Janney Montgomery Scott, a financial advisory firm, from August 2009 to March 2015; Managing Director at Stifel Nicolaus, a full service brokerage and investment banking firm, from December 2005 to August 2009; and Principal at Legg Mason, a global asset management leader, from October 1999 to December 2005. Prior to joining Legg Mason, Mr. Lindeman was a Manager at PricewaterhouseCoopers LLP, a global network of firms delivering assurance, tax, and consulting services, from August 1996 to October 1999. Mr. Lindeman is a Chartered Financial Analyst and holds a B.S. in Business Administration from the University of Mary Washington. Qualifications Mr. Lindeman’s qualifications to serve on our Board of Directors include his significant financial and operational experience, including experience as chief executive officer and chief financial officer of various public companies. |

  4. Vote Required

    | Antonio Fernandez Age: 66 | Career Highlights Mr. Fernandez has served as a member of the Board of Directors of the Company since August 2020 and served as a member of the Board of Directors of Collier Creek from October 2018 to August 2020. Mr. Fernandez served as Executive Vice President and Chief Supply Chain Officer of Pinnacle Foods, a packaged foods company, from February 2011 to June 2016, where he was responsible for managing all aspects of the supply chain including procurement, manufacturing, distribution, product quality, innovation and sustainability. Mr. Fernandez also led Pinnacle Foods’ “maximizing value through productivity” continuous improvement initiatives, realizing gross savings of approximately 4% of cost of products sold annually. Mr. Fernandez was a key leader and closely involved in Pinnacle Foods’ acquisition, integration and synergy realization efforts. Prior to Pinnacle Foods, Mr. Fernandez was Senior Vice President, Operations Excellence at Kraft Foods, Inc., an American food manufacturing and processing conglomerate, from 2010 to 2011. Prior to Kraft, Mr. Fernandez was Chief Supply Chain Officer at Cadbury PLC, or Cadbury, a British multinational confectionery company, from 2008 to 2010, where he managed a supply chain with total costs of approximately $7 billion, 67 manufacturing facilities and over 20,000 employees. From 2000 to 2008, Mr. Fernandez held several senior supply chain roles within Cadbury. Prior to Cadbury, Mr. Fernandez held various supply chain and related roles at Dr. Pepper, an American multinational soft drink company, PepsiCo, Inc. (Nasdaq: PEP), an American multinational food, snack, and beverage corporation, and Procter & Gamble Co. (NYSE: PG), an American multinational consumer goods corporation. Mr. Fernandez is currently the President of AFF Advisors, LLC, an independent consulting firm focused on improving supply chain performance, supporting acquisition due diligence and merger integrations. Mr. Fernandez was also a Senior Advisor with McKinsey & Company, an American worldwide management consulting firm, from July 2017 to August 2019. Mr. Fernandez served on the board of directors of Liberty Property Trust (NYSE: LPT), a leading industrial real estate investment trust, from November 2014 until its merger with Prologis, Inc. (NYSE: PLD), a real estate investment trust headquartered in San Francisco, CA, in February 2020 and Green Rabbit, a privately held leading e-commerce cold chain logistics provider to the food industry, from February 2021 through August 2023. Mr. Fernandez has served on the Board of Directors with Americold Realty Trust (NYSE: COLD), the world’s largest publicly traded REIT, since May 2019; and as a Trustee of Lafayette College since May 2017. In May 2025, Mr. Fernandez earned a certificate for completion of NYU Law - Nasdaq Center for Board Excellence Cyber Security Scholar Program. Mr. Fernandez received a Bachelor of Science in Chemical Engineering from Lafayette College. Qualifications Mr. Fernandez’s qualifications to serve on our Board of Directors include his substantial supply chain and operations experience at several publicly traded consumer companies, his record of realizing cost efficiencies and integrating acquisitions, and his experience serving as a director of a public company. |

  5. Vote Required

    | Craig Steeneck Age: 68 | Career Highlights Mr. Steeneck has served as a member of the Board of Directors of Utz since August 2020 and served as a member of the Board of Directors of Collier Creek from November 2018 until August 2020. Mr. Steeneck served as the Executive Vice President and Chief Financial Officer of Pinnacle Foods, a packaged foods company, from July 2007 to January 2019, where he oversaw the company’s financial operations, treasury, tax, investor relations, corporate development and information technology functions and was an integral part of Pinnacle Foods’ integration team for several of its acquisitions. From 2005 to 2007, Mr. Steeneck served as Executive Vice President, Supply Chain Finance and IT of Pinnacle Foods, helping to redesign the supply chain to generate savings and improve financial performance. Pinnacle Foods was sold to ConAgra Brands (NYSE: CAG) in October 2018. From 2003 to 2005, Mr. Steeneck served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Cendant Timeshare Resort Group (now Wyndham Hotels and Resorts Inc.), an American timeshare company, playing key roles in wide-scale organization of internal processes and staff management. From 2001 to 2003, he served as Chief Financial Officer of Resorts Condominiums International (now Wyndham Hotels and Resorts, Inc.), an American timeshare exchange company. From 1999 to 2001, Mr. Steeneck was the Chief Financial Officer of International Home Foods, Inc., a manufacturer of packaged food products acquired by ConAgra Foods in 2000. Mr. Steeneck has served on the Board of Directors and as chairperson of the audit committee of Freshpet, Inc. (Nasdaq: FRPT), an American pet food company, since November 2014; as a member of the Operations Committee at Freshpet from October 2024 to present; and as a director of KIND Inc., a snack food company, from May 2019 to June 2020. Mr. Steeneck served as member of the Board of Directors of Hostess Brands, Inc. (Nasdaq: TWNK) from November 2016 until November 2023, when it was sold to J.M. Smucker Company. Mr. Steeneck served as a member of the audit committee of Hostess from November 2016 to November 2023, as the lead independent director from January 2019 to December 2019 and chairperson of the audit committee from November 2016 to June 2022. Mr. Steeneck serves as a member of the Board of Directors of Pete & Gerry’s Organics, a family-run business known for producing USDA Certified Organic and Certified Humane® free-range eggs from hens raised on family farms, having assumed this position in October 2025. Mr. Steeneck received his B.S. in Accounting from the University of Rhode Island. Qualifications Mr. Steeneck’s qualifications to serve on our Board of Directors include his substantial financial operations, investment and acquisition experience, and his experience serving as a director for public companies. |

  6. Vote Required

    | Pamela Stewart Age: 50 | Career Highlights Ms. Stewart has served as a member of the Board of Directors of the Company since January 2022. Ms. Stewart currently serves as the Chief Customer Officer – Retail North America at The Coca-Cola Company (NYSE: KO), an American multinational beverage corporation, having assumed that role in January 2023. Prior to this role, Ms. Stewart served as President, West Zone Operations, North America Operating Unit for The Coca-Cola Company from January 2021 to December 2022. Prior to serving as President, West Zone Operations, North America Operating Unit, Ms. Stewart served as Senior Vice President, National Retail Sales from December 2018 to December 2020. From March 2015 to December 2018, Ms. Stewart served as Vice President, National Retail Sales – Publix at The Coca-Cola Company. During her 20-plus year tenure at Coca-Cola, Ms. Stewart has held leadership positions across finance, revenue growth management, sales, operations, and general management. Ms. Stewart brings a wide range of food and beverage experiences, particularly in working with major retailers and developing new business. Ms. Stewart formerly served as the Chair of the board of directors of GLAAD, having served in that role November 2016 to November 2022. Ms. Stewart also serves as a member of the board of directors of the Retail Industry Leaders Association, having served in this role since January 2023, serves as a member of the board of directors of National Restaurant Association, having served since January 2022, and serves as a member of the board of directors of 3DE by Junior Achievement, having served since November 2020. Ms. Stewart also currently serves as a member of the board of directors of the Coca-Cola Scholars Foundation, having served in this role since January 2021, and as a member of the Board of Directors of the Food Marketing Institute Foundation, having served in this role since January 2023. Ms. Stewart also serves on the Global Advisory Board of OUT Leadership having served in that role since January 2021. Ms. Stewart received a B.B.A. from Georgia State University and an M.B.A. from Oglethorpe University and holds a Harvard Business School executive education certification. She also is a graduate of the Golden Crown Literary Society Writing Academy and Leadership Atlanta. Qualifications Ms. Stewart’s qualifications to serve on our Board of Directors include her substantial experience in a leading consumer packaged goods company in the area of sales and sales operations. |

  7. Vote Required

    | William Werzyn, Jr. Age: 49 | Career Highlights Mr. Werzyn has served as a member of the Board of Directors since August 2024. Mr. Werzyn currently serves as the Chief Executive Officer of West Shore Home, LLC, one of the largest direct-to-consumer home remodeling companies in the United States with over 41 locations in 21 states, having served in this role since June 2006, and has served as Executive Chairman of West Shore Home, LLC since October 2020. Mr. Werzyn received a B.S. from The Pennsylvania State University. Qualifications Mr. Werzyn’s qualifications to serve on our Board of Directors include his entrepreneurial background and his technology experience, combined with his business acumen. |

  8. Vote Required

    | Timothy Brown Age: 63 | Career Highlights Mr. Brown has served as a member of the Board of Directors of the Company since August 2020. Since 2001 Mr. Brown has served as the Founder and CEO of Sageworth, an entity comprised of Sageworth Holdings, LLC (“Sageworth Holdings”), Sageworth Trust Company and Sageworth Trust Company of South Dakota which collectively provide investment management, fiduciary, planning, and advisory services to highly successful individuals and families. As an attorney, accountant and the Founder and Chief Executive Officer of Sageworth, Mr. Brown brings extensive business, financial, legal, accounting, and investment knowledge to his position on the Board. Mr. Brown serves as Vice Chair of High Holdings Corporation, which owns the voting stock of a private, diversified steel, concrete, and real estate company, having served in that role since September 2021. Mr. Brown also serves on the Board of Directors of Penn State Health, a large hospital system, having served in that role since November 2018, and chaired the Penn State Health Finance Committee from November 2018 to September 2023 and the Investment Committee from February 2019 to September 2023, and was a member of its Executive Committee from July 2020 to September 2023. Mr. Brown has served on the Board of Directors of Chief Executives Organization, a 501(c)(6) organization, since November 2016, has served as a member of its Executive Committee since November 2018, and served as its International Chair from November 2023 to October 2024. Mr. Brown also serves on the Advisory Board of the Global Family Enterprise Program at Columbia Business School, having served in this role since May 2021. Mr. Brown has been a member of Young Presidents Organization since January 2005 and has previously served as its chair emeritus, chair, education officer, and finance officer of the Pennsylvania chapter. Mr. Brown helped found the S. Dale High Family Business Center at Elizabethtown College, is a founding director of Music for Everyone, former trustee of the Pennsylvania Academy of Music, past general counsel and secretary of The Lancaster Alliance, past president of the Lancaster Museum of Art, and past director of Harb-Adult, a homeless shelter. Mr. Brown received his Juris Doctor degree from the Georgetown University Law Center in Washington, D.C., and a B.S. in accounting from Penn State, graduating with the highest distinction. Qualifications Mr. Brown’s qualifications to serve on our Board of Directors include his historical understanding of our Company coupled with his extensive legal, financial, and investment experience. |

  9. Vote Required

    | Christina Choi Age: 48 | Career Highlights Ms. Choi has served as a member of the Board of Directors of the Company since August 2020. Ms. Choi is currently Chief Marketing Officer, North America at Ralph Lauren, an American publicly traded luxury fashion company (NYSE: RL), having served in that role since October 2024. Prior to Ralph Lauren Ms. Choi served as Senior Vice President of Marketing and a member of the North America marketing leadership team for Diageo, a global leader in alcoholic beverages (NYSE: DEO) from July 2022 to October 2024. From July 2022 to October 2024, Ms. Choi led the Gin & Tequila categories across North America, in addition to the Breakout Growth Brand organization – a marketing and sales organization dedicated to accelerating high potential brands. Ms. Choi originally joined Diageo in January 2019 to lead the Gin, Rum & Tequila categories across North America, including consumer brands such as Tanqueray Gin, Captain Morgan Rum, and Don Julio Tequila. Ms. Choi is responsible for category strategy, brand marketing, and commercialization activities across this portfolio. Prior to Diageo, Ms. Choi served as Global Marketing Vice President for Anheuser-Busch InBev (NYSE: BUD), the world’s largest brewer, from March 2013 to January 2019. In this role, Ms. Choi developed the global launch strategy for Michelob Ultra, delivered double digit global sales growth for Stella Artois including leading two Super Bowl marketing campaigns, and oversaw the development and commercialization of several emerging brands. From 2006 to 2012, Ms. Choi held various marketing and innovation roles within the personal care business of Unilever PLC, based in the U.S. and Singapore. Ms. Choi led multiple brands and innovation launches globally, including across the U.S., Southeast Asia, Middle East, and Africa, among others. Ms. Choi began her career in financial services at Goldman Sachs in the Credit Risk Management and Advisory group and Goldman Sachs Asset Management. Ms. Choi holds an M.B.A. from Harvard Business School and a B.A. in Economics from Vassar College. Qualifications Ms. Choi’s qualifications to serve on our Board of Directors include her substantial marketing, commercialization and leadership experience, in each case as it applies to product campaigns and launches. |

  10. Vote Required

    | Dylan Lissette Age: 54 | Career Highlights Mr. Lissette is the Chairperson of the Board of Directors of Utz. Mr. Lissette served as the Executive Chairperson of Utz from December 2022 until May 4, 2023, immediately following the 2023 annual meeting of stockholders, at which point he assumed the role of Chairperson. Mr. Lissette has served as a member of the Board of Directors of the Company since August 2020. Prior to serving as the Executive Chairperson of Utz, Mr. Lissette served as the Chief Executive Officer of Utz from August 2020 until December 2022. Prior to that role, Mr. Lissette served as the Vice Chairperson, President and Chief Executive Officer of Utz and its predecessor companies since 2012. Mr. Lissette also served as the sole manager of UBH from September 2016 through August 2020. Prior to serving as Chief Executive Officer at Utz, Mr. Lissette served as the Company’s Chief Operating Officer from January 2011 to January 2013 and Executive Vice President of Sales and Marketing from January 2008 to January 2011. Prior to his service as an executive officer of the Utz companies, Mr. Lissette served the Utz companies in several capacities since joining in 1995, including serving as Retail Sales Manager, Key Account Director, and Director of Marketing. In 2007, Mr. Lissette was promoted to the position of Senior Vice President — Sales Operations where he had direct responsibility for route sales development in our Mid-Atlantic core markets and system-wide administration of the company’s DSD operations. Mr. Lissette represents the fourth generation of family leadership and involvement at Utz and is the son-in-law of Michael W. Rice, who previously served as our Chairman Emeritus and as a member of our Board of Directors until August 2024. Mr. Lissette currently serves as a member of the Board of Directors of Athletic Brewing Company, a private, craft non-alcoholic beer & hop-infused sparkling hop water company, having served in this role since March 2021, prior to which he served as a member of the Advisory Board since November 2019. Mr. Lissette also serves as a member of the Executive Committee of Sageworth Holdings, LLC, having served in that role since June 2023. Mr. Lissette holds a B.S. degree in Business Economics and Public Policy from The George Washington University. Qualifications Mr. Lissette’s extensive institutional knowledge and executive experience across a multitude of roles at Utz, including most recently as the Executive Chairperson of Utz, qualify him to serve on our Board of Directors. |

  11. The Class II directors are Antonio Fernandez, Craig Steeneck, Pamela Stewart, and William Werzyn, Jr.; and

    The Class II directors are Antonio Fernandez, Craig Steeneck, Pamela Stewart, and William Werzyn, Jr.; and ▪ The Class III directors are Timothy Brown, Christina Choi, Roger Deromedi, and Dylan Lissette. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. Each of our officers serves at the discretion of our Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or officers. Meetings of the Board. Our Corporate Governance Guidelines provide that directors should make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and each year's Annual Meeting of Stockholders, and be prepared to participate in discussions of issues presented. In 2025, our Board met six times. Each director attended at least 75% of the meetings held by the Board and any committees on which they served for the periods in which they served in the aggregate. Overall, the aggregate attendance rate for meetings of the Board was over 94%. Board Committees. Our Board has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, consisting of the following directors: ▪ Audit Committee: Craig Steeneck (Chair), Roger Deromedi, Antonio Fernandez, B. John Lindeman, and William Werzyn, Jr.; ▪

  12. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  13. EXECUTIVE AND DIRECTOR COMPENSATION

    | COMPENSATION DISCUSSION AND ANALYSIS | 31 | | Executive Summary | 31 | | Key 2025 Financial Highlights | 32 | | Compensation Program Objectives and Design | 32 | | Our Stockholders Strongly Approve of Our Pay Practices | 33 | | Peer Group | 33 | | Elements of Compensation | 34 | | Compensation Components | 35 | | Annual Cash Short-Term Incentive Award Program | 35 | | Long-Term Incentives | 38 | | Employment Arrangements | 41 | | Deferred Compensation Plan | 41 | | Potential Payments Upon Termination or Change in Control | 42 | | Severance, Change of Control and Other Programs | 42 | | Oversight of Risks Related to Compensation Policies and Practices | 44 |

  14. EXECUTIVE AND DIRECTOR COMPENSATION

    | Stock Ownership | 45 | | Restrictions on Short Sales or Speculative Transactions by All Directors and Associates | 46 | | REPORT OF COMPENSATION COMMITTEE | 46 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 46 | | FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE | 47 | | GRANTS OF PLAN BASED AWARDS — FISCAL 2025 | 48 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 49 | | Option Exercises and Stock Vested — Fiscal Year 2025 | 50 | | NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2025 | 51 | | EQUITY COMPENSATION PLAN INFORMATION | 52 | | DIRECTOR COMPENSATION IN FISCAL 2025 | 53 | | CEO PAY RATIO | 53 |

  15. Executive Summary

    Executive Summary The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results. We achieve these goals by offering a total compensation program that consists of both fixed components (in the form of base pay and benefits) and variable, performance-based pay (in the form of short and long-term incentives) designed to reward performance. The total target compensation for our executive officers is weighted more heavily toward incentive compensation, in the form of an annual bonus program, restricted stock units (“RSUs”), and performance stock units (“PSUs”). Our compensation program is designed to achieve an appropriate balance of short-term and long-term incentives to encourage executive officers to properly balance the need for consistent annual performance with the need for consistent performance over a multiple-year horizon. This compensation balance is designed so that our executive officers share in both downside risk and upside opportunity based on our performance. The following discussion describes and analyzes our compensation program for our named executive officers. Our named executive officers are our Chief Executive Officer who serves as our principal executive officer, our Chief Financial Officer who serves as our principal financial officer, our former Chief Financial Officer, who served as our principal financial officer until May 1, 2025 and the three other most highly compensated persons serving as executive officers as of the last day of our most recent fiscal year, which ended December 28, 2025 (the “named executive officers”). Such individuals and the positions they held as of December 28, 2025 are as follows: ▪

  16. Peer Group

    Peer Group The Compensation Committee, in consultation with F.W. Cook, has identified a peer group of 11 publicly traded companies to be used as a competitive reference point in determining total compensation packages for our Executive Leadership Team, including the named executive officers. Our peer group includes consumer products companies, most of which are focused on food and beverage in North America and which are similar to us with respect to revenue (peer group median revenue $1.8 billion as of Fiscal Year 2025 end) and market capitalization (peer group median market capitalization $1.5 billion as of Fiscal Year 2025 end). Peer group selection included companies in the Global Industry Classification Standard in the sub-industry categories of packaged foods and meats and personal products. For purposes of evaluating fiscal year 2025 compensation decisions, the Compensation Committee utilized the same peer group used for fiscal year 2024 compensation decisions. As of December 28, 2025, our revenue was approximately $1,438.8 million and our market capitalization was approximately $1.494 billion (on a fully-converted basis).

  17. Peer Group

    | Peer Group for Assessing Fiscal Year 2025 Compensation | | | The peer group consists of the following 11 companies: | | | B&G Foods, Inc. | The Marzetti Company (f/k/a Lancaster Colony Corporation) | | BellRing Brands, Inc. | TreeHouse Foods, Inc. | | Calavo Growers, Inc. | The Hain Celestial Group, Inc. | | Flowers Foods, Inc. | The Simply Good Foods Company | | J&J Snack Foods Corp. | WK Kellogg Co. | | John B. Sanfilippo & Son, Inc. | |

  18. Peer Group

    | | 2026 Proxy Statement | 33 |

  19. Compensation Components

    Compensation Components Base Salary Base salaries are intended to compensate the executive officers and all other salaried associates for their services performed for us on an annual basis. In setting base salaries, we take into account the associate’s experience, the functions and responsibilities of the job, salaries for similar positions within our peer group and for competitive positions in the food industry generally and any other factors relevant to that particular job. Generally, we attempt to pay at the median of our peer group for each position but do not confine ourselves to this practice if other factors such as experience warrant a lower or higher base salary. Base salaries may be adjusted annually based on performance and, in some circumstances, adjusted throughout the year to address competitive pressures or changes in job responsibilities. Our Chief Executive Officer recommends to the Compensation Committee the base salaries for Executive Leadership Team officers, other than with respect to himself. The Chief Executive Officer’s base salary and annual merit adjustment are approved by the Compensation Committee, subject to such further action that the Board of Directors shall determine. Base Salary Adjustments In January 2025, each of the then-serving named executive officers received a merit increase to his or her base salary based on his respective performance in the preceding year. Such merit increases ranged from 2.7% to 6.5% of base salary based on individual performance and peer group comparisons. The merit increases were consistent with our efforts to maintain compensation at approximately the median level of our peer group. Mr. Kelley's base salary was established at the time he joined the Company in April 2025 based on market data. The table below reflects the base amounts that were prescribed for fiscal year 2025 and not actual base pay received.

  20. Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”)

    Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”)

  21. 2025 ABP Design

    2025 ABP Design Our 2025 ABP provides for a cash bonus to our management team, including our named executive officers, upon achievement of specific performance milestones for the Company and the participants. We use our ABP to reward the achievement of our annual financial performance goals, and to establish appropriate company performance expectations to hold our executives accountable for our continued growth and financial performance, specifically for achieving annual sales targets, annual profit goals, and company objectives. Awards under the ABP were calculated by multiplying a participant’s base salary for fiscal year 2025 by the individual’s target award percentage, and multiplying the result by the sum of 40% of our Adjusted EBITDA score, 40% of our Net Sales score and 20% of the Objectives, Goals, Strategies, and Metrics (“OGSMs”) score, which we refer to, collectively, as the “Company Rating” and multiplying the total by the Individual Performance Factor (“IPF”), as follows: ANNUAL BONUS = BASE SALARY X TARGET % X COMPANY RATING X IPF For each performance measure, 100% of the bonus opportunity will be paid with respect to such metric if target performance is achieved, and a bonus ranging from 50% to 200% would be paid with respect to such performance measure at the threshold and maximum results. No bonus will be allocated to a performance measure if the minimum threshold results are

  22. 2025 ABP Design

    not achieved. The formula for fiscal year 2025 was constructed with upside potential so that if we exceeded our Company and individual target performance, the annual bonus could be greater than 100% of the target annual bonus but could not exceed 200% of the bonus target. As part of our annual budget, the Board approves the pool for the ABP, and the Compensation Committee approves actual payment of bonuses pursuant to the ABP and the bonuses paid to, or accrued on behalf of, the named executive officers. The Compensation Committee does not have the discretion to award bonuses under the ABP if the applicable performance factors have not been met.

  23. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs For fiscal year 2025, the Compensation Committee confirmed that the factors for the ABP would be Adjusted EBITDA, net sales, and defined annual goals through the OGSM system. These performance measures were viewed as most directly aligning with our operational strategy and generally we believe have the best correlation with stockholder value. For fiscal year 2025, the Company shifted its ABP percentage weighting of Adjusted EBITDA from 50% in 2024 to 40% in 2025, and Net Sales Score from 30% in 2024 to 40% in 2025, which was intended to create a more balanced emphasis on the two metrics. The Adjusted EBITDA and net sales goals for fiscal year 2025 are set forth below:

  24. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | | FISCAL YEAR 2025 GOALS ($ MILLIONS) | | | | | THRESHOLD | TARGET | MAXIMUM | | Adjusted EBITDA | $212 (93.2% of Target) | $220 | $236 (113.5% Target) | | Net Sales | $1,409 (96.5% of Target) | $1,460 | $1,560 (106.8% of Target) |

  25. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    The Adjusted EBITDA and net sales goals and results were calculated for the purposes of the ABP in accordance with pre-established rules established by our Compensation Committee. Net sales was defined as net sales calculated in accordance with GAAP. Adjusted EBITDA was defined as Net Income before Interest, Income Taxes, and Depreciation and Amortization, further adjusted to exclude certain non-cash items, such as stock-based compensation, hedging and purchase commitments adjustments, and asset impairments; acquisition and integration costs; business transformation initiatives; and financing-related costs. In addition, Adjusted EBITDA excludes the effects of changes in GAAP and business combinations and divestitures subject to pre-established criteria and thresholds, where applicable. In 2025, we set forth the below three primary objectives in our OGSM system. OGSMs are departmental objectives, goals, strategies, and metrics that drive specific functional priorities in the organization. These OGSMs are then cascaded deep into the organization with subordinate goals and strategies that support the larger OGSMs. Management, under the Compensation Committee’s supervision, implemented the following objectives through individual projects: ▪ Focus our portfolio ▪ Transform our supply chain ▪ Demonstrate leading capabilities Our performance against the OGSM component of the ABP was determined by the Compensation Committee with input by management based on its assessment of performance, using the following:

  26. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | ASSESSMENT | PAYOUT FOR OGSM COMPONENT | | Significantly Exceeds Expectations | 150-200% | | Exceeded Expectations | 120-150% | | Met Expectations | 80-120% | | Below Expectations | 50-80% | | Unsatisfactory | 0-50% |

  27. Individual Performance Factor (IPF)

    | NAMED EXECUTIVE OFFICER | BASE SALARY ($) | TARGET (%) | COMPANY RATING(1) (%) | IPF (%) | 2025 ANNUAL BONUS ($) | | Howard Friedman | 950,000 | 115 | 62 | 90 | 609,936 | | William J. Kelley, Jr. | 575,000 | 80 | 62 | 100 | 285,200 | | Mitchell Arends | 495,000 | 65 | 62 | 115 | 229,408 | | Jennifer Bentz | 480,500 | 65 | 62 | 95 | 183,959 | | Theresa Shea | 496,250 | 65 | 62 | 100 | 199,989 | | Ajay Kataria | 558,250 | 75 | 62 | 90 | 98,124(2) |

  28. Individual Performance Factor (IPF)

    (2) Mr. Kataria's 2025 Annual Bonus was prorated for time spent employed by the Company in fiscal year 2025. Annual bonuses for 2025 were approved by the Compensation Committee in February 2026.

  29. Long-Term Incentives

    Long-Term Incentives

  30. 2020 Omnibus Equity Incentive Plan

    2020 Omnibus Equity Incentive Plan We maintain the 2020 Omnibus Equity Incentive Plan (as amended, the “2020 Omnibus Equity Incentive Plan”), which allows us to provide our named executive officers and other key associates with equity-based, long-term incentives. The equity awards are also subject to service conditions, which are more fully described below, that are meant to serve as a retention tool. The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such practices comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at its meeting in January as part of the annual compensation review and after results for the preceding fiscal year become available. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information ("MNPI") nor does the Company time the release of MNPI based on equity grant dates. The table below sets forth the fiscal year 2025 target award value, as of the date of grant, of the annual long-term incentive awards for each of our named executive officers under our 2020 Omnibus Equity Incentive Plan. Annual long-term incentive awards to our named executive officers are delivered 50% in PSUs and 50% in RSUs. While annual long-term incentive awards to named executive officers are split evenly between PSUs and RSUs, pursuant to the terms of his offer letter, Mr. Kelley received an initial award under the Company’s OEIP comprised 75% of PSUs and 25% of RSUs.

  31. 2020 Omnibus Equity Incentive Plan

    | Named Executive Officers | Amount | | Howard Friedman | $2,312,501 | | William J Kelley, Jr. | $718,750(1) | | Mitchell Arends | $441,750 | | Jennifer Bentz | $428,735 | | Theresa Shea | $410,550 | | Ajay Kataria | $—(2) |

  32. 2020 Omnibus Equity Incentive Plan

    (1) Pursuant to the terms of his offer letter, Mr. Kelley's initial award under the Company’s OEIP was 125% of his based salary comprised 75% of PSUs and 25% of RSUs. Pursuant to the terms of his offer letter, Mr. Kelley is eligible for future annual awards under the Company’s OEIP equal to 135% of his base salary comprised of 50% PSUs and 50% RSUs. At the discretion of the Compensation Committee, Mr. Kataria did not receive an annual long-term incentive award in January 2025. In Fiscal Year 2025, each of Mr. Friedman and Ms. Shea was granted an additional PSU award in the amounts set forth below. Such additional award was issued upon review of peer compensation data, and was intended to align such executive's total direct compensation more closely with peer median. The Compensation Committee elected to deliver the additional compensation in the form of PSUs rather than in the form of cash compensation in order to further align Mr. Friedman’s and Ms. Shea’s interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company’s long-term strategy.

  33. 2020 Omnibus Equity Incentive Plan

    | Named Executive Officers | Amount | | Howard Friedman | $462,500 | | Theresa Shea | $150,000 |

  34. 2020 Omnibus Equity Incentive Plan

    See “Grants of Plan Based Awards — Fiscal Year 2025” for a discussion of the fiscal year 2025 awards granted to our named executive officers pursuant to the 2020 Omnibus Equity Incentive Plan. Performance Stock Units Our PSUs provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to our relative total stockholder return ("TSR"). The number of shares subject to the PSUs that vest and are settled at the end of each three year performance period is based on the Company’s cumulative TSR relative to the TSR of members of a performance peer group. In connection with the PSU awards, the Compensation Committee approves a performance peer group as a means of establishing performance targets for such awards. At the end of the performance period, our TSR position will be ranked relative to the TSR of each member of the performance peer group. Our performance is measured against the companies in the performance peer group that remain within the performance peer group for the entire performance period, subject to the terms of the PSU award agreement. PSU Awards Issued Prior to Fiscal Year 2024: Pursuant to the PSU awards issued prior to fiscal year 2024, TSR for the Company and each other member of the performance peer group is determined by dividing (i) the sum of (A) the difference obtained by subtracting the volume weighted average closing market prices of the relevant company’s common stock on the principal exchange on which such stock is traded for the ten consecutive days ending on the trading day preceding the first trading day of the applicable performance period (the “Pre- 2025 Beginning Price”) from the volume weighted average closing market prices of the relevant company’s common stock on the principal exchange on which such stock is traded for the ten consecutive days ending on the trading day preceding the last trading day of the applicable performance period, plus (B) all dividend and other distributions on the respective shares during the applicable performance period by (ii) the Pre-2025 Beginning Price. Under these awards, the total number of PSUs that vest is based on the ranking of our total stockholder return relative to the total stockholder return of each of our peer companies(1), and ranges from a 200% payout for ranking in the 90th percentile or above, to 150% for raking in the 70th percentile, 100% payout for ranking at the 50th percentile, 50% payout for ranking at the 30th percentile, and 0% payout for ranking below the 30th percentile with percentiles interpolated between these payouts.

  35. 2020 Omnibus Equity Incentive Plan

    | PSU Awards Issued Prior to Fiscal Year 2024 | | | TSR Results (Percentile of Utz TSR vs. Peer TSR) | % of Target (Interpolation) | | 90% or Above | 200% | | 70% | 150% | | 50% | 100% | | 30% | 50% | | Less than 30% | 0% |

  36. 2020 Omnibus Equity Incentive Plan

    The performance peer group for purposes of the December 15, 2022 and January 31, 2023 PSUs included the following twelve companies: Tootsie Roll Industries, B&G Foods, Inc., BellRing Brands, Inc., Calavo Growers, Inc., Flowers Foods, Inc., J&J Snack Foods Corp., John B. Sanfilippo & Sons, Inc., The Marzetti Company (f/k/a Lancaster Colony Corporation), TreeHouse Foods, Inc., Prestige Consumer Healthcare Inc., The Hain Celestial Group, Inc., and The Simply Good Foods Company. The number of PSUs earned under grants made on December 15, 2022 over a performance period ending on December 31, 2025 was 90% based on TSR results during the completed performance period in the 46th percentile.

  37. 2020 Omnibus Equity Incentive Plan

    | | 2026 Proxy Statement | 39 |

  38. 2020 Omnibus Equity Incentive Plan

    The number of PSUs earned under the grant made on January 31, 2023 over a performance period ending on December 31, 2025 was 90% based on TSR results during the completed performance period in the 46th percentile. PSU Awards Issued in Fiscal Year 2025: In fiscal year 2025, we made changes to how we measured our relative TSR performance for purposes of our PSUs, including a change of our performance peer group to the S&P Packaged Foods & Meat Index, as well as changes to the percentile rankings under which payouts are calculated. Under the fiscal year 2025 PSUs, the total number of PSUs that vest is based on the ranking of our TSR relative to the TSR of the S&P Packaged Food & Meat Index, and ranges from a 200% payout for ranking in the 75th percentile or above, to 100% payout for ranking at the 50th percentile, 50% payout for ranking at the 25th percentile, and 0% payout for ranking below the 25th percentile, with percentiles interpolated between these payouts. These structure changes were made with input from the Committee's compensation consultant to better align the Company to the peer set and large-cap consumer goods PSU programs. Under the PSUs issued in fiscal year 2025, TSR for the Company and each other member of the S&P Packaged Food & Meat Index is determined by dividing (i) the sum of (A) the difference obtained by subtracting the volume weighted average closing market prices of the relevant company’s common stock on the principal exchange on which such stock is traded for the thirty consecutive days ending on the trading day preceding the first trading day of the applicable performance period (the “Beginning Price”) from the volume weighted average closing market prices of the relevant company’s common stock on the principal exchange on which such stock is traded for the thirty consecutive days ending on the trading day preceding the last trading day of the applicable performance period, plus (B) all dividend and other distributions on the respective shares during the applicable performance period by (ii) the Beginning Price.

  39. 2020 Omnibus Equity Incentive Plan

    | PSU Awards Issued In Fiscal Year 2025 | | | TSR Results (Percentile of Utz TSR vs. Peer TSR) | % of Target (Interpolation) | | 75% or Above | 200% | | 50% | 100% | | 25% | 50% | | Less than 25% | 0% |

  40. 2020 Omnibus Equity Incentive Plan

    When PSUs become vested, the holder is entitled to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the PSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the PSUs are forfeited). Restricted Stock Units Our RSUs represent the right to receive one share of our Class A Common Stock upon vesting, provided that the recipient remains employed with us through the vesting date and subject to certain forfeiture conditions. Our RSUs are generally subject to 1/3 pro-rata vesting over the course of a three-year period. Such forfeiture conditions include (a) forfeiture of any unvested or vested but unsettled RSUs upon determination by the Compensation Committee that the participant has breached or threatened to breach covenants set forth in the RSU award agreements, and (b) forfeiture to the extent a participant’s RSUs have not yet vested when participant’s employment ends. RSUs that become vested also entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the RSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the RSUs are forfeited). Equity Grant Practices Beginning in 2023, our Compensation Committee ceased granting stock options or similar awards as part of our long-term incentive awards program. If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy (“Blackout”) or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information (“Filing Window”). These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During fiscal year 2025, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  41. Employment Arrangements

    Employment Arrangements The Company generally executes an offer of employment before an executive joins the Company or in connection with a change in role. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target and long-term incentive award target. The terms of the executive’s employment are based thereafter on sustained good performance rather than contractual terms, and the Company’s policies, such as the Utz Brands, Inc. Change in Control Severance Benefit Plan, will apply as warranted. Except as described in “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits,” each of the named executive officers is employed on an at-will basis. Consistent with our past practices, on April 16, 2025 we entered into an offer letter with respect to Mr. Kelley's appointment to the position of Executive Vice President, Chief Financial Officer and Principal Accounting Officer. Mr. Kelley's offer letter sets forth the basic terms of his employment, including his initial annual base salary, long-term incentive award information, and eligibility to receive an annual bonus. Mr. Kelley's offer letter also provides for a one-time signing bonus of $50,000.

  42. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our 2025 fiscal year.

  43. Potential Payments Upon Termination or Change in Control

    | Name | Element | Termination Upon Change in Control ($) | Termination Without Cause ($)(2) | Termination due to Death or Disability ($) | Termination due to Retirement ($) | | Howard Friedman | Base Pay | 1,901,000 | 1,425,750 | — | — | | | Prorated Bonus | 609,936 | 609,936 | — | — | | | Accelerated Equity(1) | 3,461,883 | — | — | — | | William J. Kelley, Jr. | Base Pay | 862,500 | 575,000 | — | — | | | Prorated Bonus | 285,200 | 285,200 | — | — | | | Accelerated Equity(1) | 138,919 | — | — | — | | Mitchell Arends | Base Pay | 742,500 | 495,000 | — | — | | | Prorated Bonus | 229,408 | 229,408 | — | — | | | Accelerated Equity(1) | 667,348 | — | — | — | | Jennifer Bentz | Base Pay | 720,750 | 480,500 | — | — | | | Prorated Bonus | 183,959 | 183,959 | — | — | | | Accelerated Equity(1) | 455,052 | — | — | — | | Theresa Shea | Base Pay | 744,375 | 496,250 | — | — | | | Prorated Bonus | 199,989 | 199,989 | — | — | | | Accelerated Equity(1) | 593,605 | — | — | — |

  44. Potential Payments Upon Termination or Change in Control

    (1) Calculation of Accelerated Equity is based on the closing price of $10.46 of our Class A Common Stock on December 26, 2025. Calculation of acceleration of PSU awards is based on the Company’s relative TSR results during the performance period, which for purposes of this model assumes a start date of the PSU award issue date and an end date of the last day of fiscal year 2025. (2) Cause means: (i) the commission of, or plea of guilty or no contest to, a felony or other crime involving dishonesty, moral turpitude or the commission of any other act involving willful malfeasance or breach of fiduciary duty with respect to the Company or an affiliate; (ii) any acts, omissions or statements that are, or are reasonably likely to be, detrimental or damaging to the reputation, operations, prospects or business relations of the Company or an affiliate; (iii) gross negligence or willful misconduct with respect to the Company or an affiliate, or willful or repeated failure or refusal to substantially perform assigned duties; (iv) violation of state or federal securities laws; (v) material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (vi) any act of fraud, embezzlement, material misappropriation or dishonesty against the Company or an affiliate; (vii) any material breach of a written agreement with the Company or an Affiliate, including, without limitation, a breach of any employment, consulting, confidentiality, non-competition, non-solicitation, non-disparagement or similar agreement. On April 16, 2025, the Company and Mr. Kataria mutually determined that, effective as of May 1, 2025 (the "CFO Effective Date"), Mr. Kataria would no longer serve in his roles as the Company's Executive Vice President, Chief Financial Officer and Principal Accounting Officer (the "CFO Transition"), and that such CFO Transition would constitute a termination without cause by the Company under the Company's Executive Severance Benefit Plan (the "Severance Plan"). Mr. Kataria remained with the Company following the CFO Effective Date in a special advisor role to assist with special projects and the CFO Transition through May 31, 2025 and was eligible to receive severance in the amount of $558,250 and a pro-rated bonus in the amount of $98,124 per the terms of the Severance Plan. Under the terms of his separation, Mr. Kataria will continue to vest in his outstanding RSUs and PSUs granted in his 2022, 2023 and 2024, with performance stock units subject to vesting based on actual performance (estimated value of $827,090, based on the stock price as of May 16, 2025 and assuming target performance for the PSUs).

  45. Severance, Change of Control and Other Programs

    Severance, Change of Control and Other Programs

  46. Change in Control, Severance and Retirement Benefits

    Change in Control, Severance and Retirement Benefits Our severance plans provide benefits in the form of a temporary source of income in the event an executive officer is involuntarily separated from service. We believe our severance benefits are generally consistent with peer companies and help the Company to remain competitive for recruiting purposes while encouraging retention of talent. Utz Brands, Inc. Executive Severance Benefit Plan We maintain the Utz Brands, Inc. Executive Severance Benefit Plan (the "Severance Plan") pursuant to which we provide severance benefits to our Executive Leadership Team (consisting of each of our Executive Officers — see “Executive Officers of Utz Brands, Inc.” — in this instance, other than the Chief Executive Officer) and each member of the Executive Officer Team (generally, consisting of full-time associates with the title of Senior Vice President and any other associate designated by the Compensation Committee). Subject to the execution and non-revocation of a release and non-competition agreement by an eligible associate, upon a “qualifying termination” (as defined below) and satisfaction of each of the other conditions set forth in the plan, (x) an eligible associate who is a member of the Executive Leadership Team will receive in equal installments 100% of his or her annual base salary in the form of payroll continuation payments beginning on the first day of the payroll period immediately following both the termination date and the date on which the release and non-competition agreement becomes effective and non-revocable (the “Payment Commencement Date”) and ending on the one-year anniversary of the Payment Commencement Date, and (y) an eligible associate who is not a member of the Executive Leadership Team will receive in equal installments 50% of his or her annual base salary in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the six-month anniversary of the Payment Commencement Date or the termination date. In addition, if an eligible associate experiences a qualifying termination under the plan and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible associate will receive a payment equal to the annual bonus, calculated based on actual performance during the applicable performance period and prorated based on the number of days during the applicable performance period that the eligible associate was employed by us and paid at the time that annual bonuses are paid to our active associates. Eligible associates will also receive outplacement services during the severance period and are permitted to continue certain health and welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to 18 months following the termination date. For purposes of the Severance Plan, a “qualifying termination” means a termination by the Company other than for cause and other than during an eligible associate’s disability and, with respect to members of our Executive Leadership Team, with a resignation for good reason. In the event that an eligible associate becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person or an affiliate of such person whose actions result in a change in control that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible associate either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” whichever of the foregoing amounts results in the receipt by the eligible associate, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax. Utz Brands, Inc. Change in Control Severance Benefit Plan We also maintain the Utz Brands, Inc. Change in Control Severance Plan, pursuant to which we provide severance benefits to the Chief Executive Officer and other members of our Executive Leadership Team and other associates selected by the Compensation Committee. Subject to the execution and non-revocation of a release and non-competition agreement by an eligible associate and satisfaction of each of the other conditions set forth in the plan, upon a termination of employment (a) either (i) by us (other than for cause and other than during an eligible associate's disability), (ii) by such eligible associate for good reason, in each case within the 90 days prior or two years following a change in control, or (b) at the request of an acquirer or potential acquirer in connection with, or prior to, a change in control (each, a “Change in Control Termination”), (x) the Chief Executive Officer will receive in equal installments 200% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments, beginning on the Payment Commencement Date and ending on the two-year anniversary of the Payment Commencement Date, and (y) an eligible associate who is a member of the Executive Leadership Team will receive in equal installments 150% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the 18-month anniversary of the Payment Commencement Date. Other participants, if any, will receive such amounts as determined by the Compensation Committee. In addition, in the event the Chief Executive Officer experiences a termination of employment for good reason or experiences a termination of employment by us other than for cause and other than during the Chief Executive Officer’s disability, that is not a Change in Control Termination (a “Chief Executive Officer Non-Change in Control Termination”), then beginning on the Payment Commencement Date and ending on the last day of the 18-month anniversary of the Payment Commencement Date, the Chief Executive Officer will be entitled to receive in equal installments 150% of his or her annual base salary in the form of payroll continuation payments. In addition, if an eligible associate experiences a qualifying Change in Control Termination or Chief Executive Officer Non-Change in Control Termination and on the termination date was eligible to earn a performance based annual cash bonus in

  47. Change in Control, Severance and Retirement Benefits

    | | 2026 Proxy Statement | 43 |

  48. Change in Control, Severance and Retirement Benefits

    respect of the fiscal year in which the termination date occurs, the eligible associate will receive an annual bonus based on actual performance and prorated based on the number of days during the applicable performance period that the eligible associate was employed by us and paid at the time that annual bonuses are paid to our active associates. Upon a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination, eligible associates will also receive outplacement services during the severance period and continuation of welfare benefits under COBRA for up to 18 months following the termination date. In the event that an eligible associate becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person or affiliate of such person whose actions result in a change in control that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible associate either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” whichever of the foregoing amounts results in the receipt by the eligible associate, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax. Profit Sharing/401(k) Plan We maintain a contributory 401(k) retirement plan, the Utz Quality Foods, LLC Profit Sharing/401(k) Plan. In 2025, eligible associates could contribute up to 50% of their salary to the plan, subject to limitations under applicable federal tax laws. The plan provided for matching contributions of up to 100% of deferrals made by all participants, not to exceed 4% of participant’s wages. In addition, we may make discretionary, or profit sharing, contributions to the plan only to the hourly associates.

  49. FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(3) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Howard Friedman | 2025 | 968,289 | — | 2,699,044 | — | 609,936 | 114,000 | 4,391,269 | | Chief Executive Officer | 2024 | 923,558 | — | 2,845,185 | — | 1,027,583 | 111,331 | 4,907,657 | | | 2023 | 850,000 | — | 2,375,116 | — | 776,050 | 112,278 | 4,113,444 | | William J. Kelley, Jr. | 2025 | 380,385 | 50,000(2) | 870,419 | — | 285,200 | — | 1,586,004 | | Executive Vice President, | | | | | | | | | | Chief Financial Officer | | | | | | | | | | Mitchell Arends | 2025 | 503,943 | — | 423,673 | — | 229,408 | 14,000 | 1,171,024 | | Executive Vice President, | 2024 | 465,000 | — | 591,474 | — | 319,781 | 63,311 | 1,439,565 | | Chief Integrated Supply Chain Officer | | | | | | | | | | Jennifer Bentz | 2025 | 489,179 | — | 411,187 | — | 183,959 | 14,000 | 1,098,325 | | Executive Vice President, | | | | | | | | | | Chief Marketing Officer | | | | | | | | | | Theresa Shea | 2025 | 505,539 | — | 549,794 | — | 199,989 | 14,000 | 1,269,322 | | Executive Vice President, | 2024 | 482,558 | — | 523,508 | — | 303,276 | 15,846 | 1,325,187 | | Chief Legal Officer & Corporate Secretary | 2023 | 458,558 | — | 364,617 | — | 310,213 | 13,419 | 1,146,807 | | Ajay Kataria | 2025 | 246,633 | — | 827,090(6) | — | 98,124 | 595,191 | 1,767,038 | | Former Executive Vice President, | 2024 | 543,046 | — | 878,661 | — | 374,946 | 11,502 | 1,808,155 | | Chief Financial and Accounting Officer | 2023 | 522,116 | — | 530,874 | — | 294,131 | 12,009 | 1,359,129 |

  50. GRANTS OF PLAN BASED AWARDS — FISCAL YEAR 2025

    GRANTS OF PLAN BASED AWARDS — FISCAL YEAR 2025 The following table and explanatory footnotes provide information with regard to the grant of awards to each named executive officer during fiscal year 2025.

  51. GRANTS OF PLAN BASED AWARDS — FISCAL YEAR 2025

    | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | GRANT DATE FAIR VALUE OF STOCK | | NAME | AWARD DESCRIPTION | APPROVAL DATE | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | OR UNITS (#) | AWARD ($)(3) | | Howard Friedman | PSU | 12/02/2024 | 01/03/2025(4) | | | | 33,789 | 67,577 | 135,154 | | 1,202,871 | | | PSU | 12/02/2024 | 01/03/2025(5) | | | | 13,516 | 27,031 | 54,062 | | 481,152 | | | RSU | 12/02/2024 | 01/03/2025(6) | | | | | | | 67,578 | 1,015,022 | | | ABP | | | 546,538 | 1,093,075 | 2,186,150 | | | | | | | William J. Kelley, Jr. | PSU | 04/16/2025 | 05/01/2025(7) | | | | 19,732 | 39,463 | 78,926 | | 702,441 | | | RSU | 04/16/2025 | 05/01/2025(8) | | | | | | | 13,154 | 159,690 | | | RSU | 04/16/2025 | 08/29/2025(8) | | | | | | | 127 | 1,542 | | | PSU | 04/16/2025 | 08/29/2025(8) | | | | 189.5 | 379 | 758 | | 6,746 | | | ABP | | | 230,000 | 460,000 | 920,000 | | | | | | | Mitchell Arends | PSU | 12/02/2024 | 01/03/2025(4) | | | | 6,455 | 12,909 | 25,818 | | 229,780 | | | RSU | 12/02/2024 | 01/03/2025(6) | | | | | | | 12,909 | 193,893 | | | ABP | | | 160,875 | 321,750 | 643,500 | | | | | | | Jennifer Bentz | PSU | 12/02/2024 | 01/03/2025(4) | | | | 6,265 | 12,529 | 25,058 | | 223,016 | | | RSU | 12/02/2024 | 01/03/2025(6) | | | | | | | 12,528 | 188,171 | | | ABP | | | 156,163 | 312,325 | 624,650 | | | | | | | Theresa Shea | PSU | 12/02/2024 | 01/03/2025(4) | | | | 5,999 | 11,997 | 23,994 | | 213,547 | | | PSU | 12/02/2024 | 01/03/2025(5) | | | | 4,384 | 8,767 | 17,534 | | 156,053 | | | RSU | 12/02/2024 | 01/03/2025(6) | | | | | | | 11,997 | 180,195 | | | ABP | | | 161,282 | 322,563 | 645,126 | | | | | | | Ajay Kataria | PSU | 04/16/2025 | 04/16/2025(9) | | | | 9,590 | 19,180 | 38,360 | | 254,135 | | | PSU | 04/16/2025 | 04/16/2025(9) | | | | 5,819 | 11,637 | 23,274 | | 155,587 | | | PSU | 04/16/2025 | 04/16/2025(9) | | | | 4,623 | 9,245 | 18,490 | | 155,778 | | | RSU | 04/16/2025 | 04/16/2025(9) | | | | | | | 7,936 | 107,692 | | | RSU | 04/16/2025 | 04/16/2025(9) | | | | | | | 4,815 | 65,340 | | | RSU | 04/16/2025 | 04/16/2025(9) | | | | | | | 6,526 | 88,558 | | | ABP(10) | | | 209,344 | 418,688 | 837,376 | | | | | |

  52. GRANTS OF PLAN BASED AWARDS — FISCAL YEAR 2025

    (1) Represents the threshold, target and maximum potential amounts each named executive officer had the opportunity to earn for 2025 payable pursuant to the ABP. See “Compensation Discussion and Analysis — Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”)” for a description of the ABP and “Summary Compensation Table” above. (2) The columns under “Estimated Future Payouts Under Equity Incentive Plan Awards” represent the PSUs granted in fiscal year 2025 that will vest on December 31, 2027 based upon achievement of Company performance metrics. Earned payments may range from 0% to 200% of target based on performance. See “Compensation Discussion and Analysis — Long-Term Incentives — 2020 Omnibus Equity Incentive Plan — Performance Stock Units” above. (3) The grant date fair value reported for PSUs is based upon the Company’s determination of the probable outcome of the Company’s satisfaction of the performance conditions as of the grant date, computed in accordance with FASB ASC Topic 820. The grant date fair value reported for RSUs is computed in accordance with FASB ASC Topic 718. (4) Represents an award of PSUs granted on 01/03/2025. The PSUs are subject to vesting on December 31, 2027, based on the Company’s total shareholder return (“TSR”) achievement for the performance period beginning on January 1, 2025 and ending on December 31, 2027, subject to the Compensation Committee’s certification following the performance period of the extent to which the performance goal has been satisfied, assuming continued employment through the vesting date. (5) Represents a special award of PSUs granted to Mr. Friedman and Ms. Shea. The PSUs The PSUs are subject to vesting on December 31, 2027, based on the Company’s total shareholder return (“TSR”) achievement for the performance period beginning on January 1, 2025 and ending on December 31, 2027, subject to the Compensation Committee’s certification following the performance period of the extent to which the performance goal has been satisfied, assuming continued employment through the vesting date. (6) Represents an award of RSUs granted on 01/3/2025. The RSUs vest under the following schedule: 33.33% of the shares of Issuer’s Class A Common Stock subject to the RSUs vest on December 31, 2025, 33.33% of the shares of our Class A Common Stock subject to the RSUs vest on December 31, 2026, and 33.34% shares of Issuer’s Class A Common Stock subject to the RSUs vest on December 31, 2027, subject to the participant’s Continuous Service (as defined in the 2020 Omnibus Equity Incentive Plan) to the Company through such dates and subject to certain conditions detailed in the 2020 Omnibus Equity Incentive Plan. (7) Represents two awards of PSUs granted to Mr. Kelley on May 1, 2025 and August 29, 2025 respectively. The PSUs are subject to vesting on May 1, 2028, based on the Company’s TSR achievement for the performance period beginning on May 1, 2025 and ending on May 1, 2028, subject to the Compensation Committee’s certification following the performance period of the extent to which the performance goal has been satisfied, assuming continued employment through the vesting date. While annual long-term incentive awards to named executive officers are split evenly between PSUs and RSUs, pursuant to the terms of his offer letter, Mr. Kelley received an initial award under the Company’s OEIP equal to $718,750 comprised 75% of PSUs and 25% of RSUs, which are represented by the May 1, 2025 and August 29, 2025 awards. (8) Represents two awards of RSUs granted on May 1, 2025 and August 29, 2025. The RSUs vest under the following schedule: 100% of the shares of Issuer’s Class A Common Stock subject to the RSUs vest on December 31, 2027. While annual long-term incentive awards to named executive officers are split evenly between PSUs and RSUs, pursuant to the terms of his offer letter, Mr. Kelley received an initial award under the Company’s OEIP comprised 75% of PSUs and 25% of RSUs. While annual long-term incentive awards to named executive officers are split evenly between PSUs and RSUs, pursuant to the terms of his offer letter, Mr. Kelley received an initial award under the Company’s OEIP equal to $718,750 comprised 75% of PSUs and 25% of RSUs, which are represented by the May 1, 2025 and August 29, 2025 awards. (9) Represents modifications made to certain of Mr. Kataria's outstanding PSU and RSU awards to allow for continued vesting following his date of separation from the Company, calculated in accordance with FASB ASC Topic 718. Modifications were made to RSU awards initially made to Mr. Kataria on 12/15/2022, 1/31/2023, and 1/31/2024, and PSU awards initially made to Mr. Kataria on 2/15/2022, 1/31/2023, and 1/31/2024. The actual ABP award made to Mr. Kataria was prorated for the time spent at the Company in fiscal year 2025. EXECUTIVE AND DIRECTOR COMPENSATION ▪ OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  53. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information regarding outstanding awards made to our named executive officers as of December 28, 2025.

  54. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | OPTION AWARDS | | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE FOR OPTIONS | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UN- EXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($/ SHARE) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(1)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Howard Friedman | | — | — | — | — | — | | | | | | Total | | — | — | — | — | — | 131,385(4) | 1,374,287 | 334,677(10) | 3,500,721 | | William J. Kelley Jr. | | — | — | — | — | — | | | | | | Total | | — | — | — | — | — | 13,281(5) | 138,919 | 39,842(11) | 416,747 | | Mitchell Arends | | — | — | — | — | — | | | | | | Total | | — | — | — | — | — | 55,365(6) | 579,118 | 26,088(12) | 272,880 | | Jennifer Bentz | | — | — | — | — | — | | | | | | Total | | — | — | — | — | — | 35,615(7) | 372,533 | 24,857(13) | 260,004 | | Theresa Shea | 1/28/2022 | 30,228 | — | — | 15.51 | 1/28/2032 | | | | | | Total | | 30,228 | — | — | — | — | 27,749(8) | 290,255 | 56,357(14) | 589,494 | | Ajay Kataria | 8/29/2020 | 18,651 | — | — | 16.34 | 8/28/2030 | | | | | | | 1/28/2022 | 44,010 | — | — | 15.51 | 1/28/2032 | | | | | | Total | | 62,661 | — | — | — | — | 19,277(9) | 201,637 | 40,062(15) | 419,049 |

  55. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Equity Awards granted to the named executive officers will be forfeited upon his or her termination by us for cause or voluntarily by the participant without our consent other than for good reason, or for cause termination. (2) Market value based upon the closing market price of $10.46 of our Class A Common Stock on December 26, 2025, the last trading day of fiscal year 2025. (3) Represents PSUs that have been granted but not yet vested based on target achievement. Our PSUs provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to relative TSR. The vesting percentage of the target PSUs for the applicable performance period will be determined based on TSR Percentile Rank. The portion of the PSUs that vest will be determined on a straight-line basis. For PSU awards granted prior to 2024, the straight-line vesting basis is as follows: 90th percentile or above equaling 200% vested, 70th percentile or above equaling 150% vested, 50th percentile or above equaling 100% vested, 30th percentile or above equaling 50% vested, and lower than 30th percentile equaling 0% vested. For PSU awards granted in 2024, the straight-line vesting basis is as follows: 75th percentile or above equaling 200% vested, 50th percentile or above equaling 100% vested, 25th percentile or above equaling 50% vested, and lower than 25th percentile equaling 0% vested. See “Compensation Discussion and Analysis — Long-Term Incentives — 2020 Omnibus Equity Incentive Plan — Performance Stock Units” for further information. (4) Represents Mr. Friedman's three restricted stock unit awards which vest (i) 65,201 on December 31, 2025, (ii) 43,658 on December 31, 2026, and (iii) 22,526 on December 31, 2027. (5) Represents Mr. Kelley's two restricted stock unit awards which vest under the following schedule: 13,281 shares vest on December 31, 2027. (6) Represents Mr. Arends's three restricted stock unit awards which vest (i) 42,366 on December 31, 2025, (ii) 8,696 that vest on December 31, 2026, and (iii) 4,303 that vest on December 31, 2027. (7) Represents Ms. Bentz's three restricted stock unit awards which vest (i) 15,719 on December 31, 2025, (ii) 15,719 on December 31, 2026, and (iii) 4,176 on December 31, 2027. (8) Represents Ms. Shea's three restricted stock unit awards which vest (i) 15,863 on December 31, 2025, (ii) 7,887 on December 31, 2026, and (iii) 3,999 on December 31, 2027. (9) Represents Mr. Kataria's 19,277 restricted stock unit awards which vest on December 31, 2025. (10) Represents Mr. Friedman's PSU awards (at target level) that vest (i) 176,674 on December 31, 2025, (ii) 63,395 on December 31, 2026, and (iii) 94,608 on December 31, 2027. (11) Represents Mr. Kelley's PSU award (at target level) that vest 39,842 on May 1, 2028. (12) Represents Mr. Arends's PSU awards (at target level) that vest (i) 13,179 on December 31, 2026, and (ii) 12,909 on December 31, 2027. (13) Represents Ms. Bentz's PSU awards (at target level) that vest (i) 12,328 on December 31, 2026 and (ii) 12,529 on December 31, 2027. (14) Represents Ms. Shea's PSU awards (at target level) that vest (i) 23,928 on December 31, 2025, (ii) 11,665 on December 31, 2026 and (iii) 20,764 on December 31, 2027. Represents Mr. Kataria's PSU awards (at target level) that vest (i) 30,817 on December 31, 2025 and (ii) 9,245 on December 31, 2026. Reflects the forfeiture of 17,772 PSUs in connection with Mr. Kataria's separation from the Company.

  56. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2026 Proxy Statement | 49 |

  57. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    EXECUTIVE AND DIRECTOR COMPENSATION ▪ OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  58. Option Exercises and Stock Vested — Fiscal Year 2025

    Option Exercises and Stock Vested — Fiscal Year 2025 The following table shows the number of shares acquired by each of the named executive officers during fiscal year 2025 through vesting of RSUs and PSUs. No stock options were exercised by our named executive officers. The table also presents the value realized upon such vesting, as calculated based on the closing share price of our Class A Common Stock on the NYSE on the vesting date. Because December 31, 2024 occurred during the Company's fiscal year 2025, the table below shows vests that occurred on December 31, 2024.

  59. Option Exercises and Stock Vested — Fiscal Year 2025

    | | STOCK AWARDS(1) | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Howard Friedman | 98,697 | 1,545,595 | | William J. Kelley, Jr. | — | — | | Mitchell Arends | 4,393 | 68,794 | | Jennifer Bentz | 11,543 | 180,763 | | Theresa Shea | 18,917 | 296,243 | | Ajay Kataria | 29,547 | 462,706 |

  60. Option Exercises and Stock Vested — Fiscal Year 2025

    (1) RSU and PSU vesting occurred on December 31, 2024, which was after the end of fiscal year 2024 and therefore occurred during fiscal year 2025. The following table shows the number of shares acquired by each of the named executive officers during the period that ended December 31, 2025 through vesting of RSUs and PSUs. No stock options were exercised by our named executive officers. The table also presents the value realized upon such vesting, as calculated based on the closing share price of our Class A Common Stock on the NYSE on the vesting date.

  61. Option Exercises and Stock Vested — Fiscal Year 2025

    | | STOCK AWARDS(1) | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Howard Friedman | 224,208 | 2,327,275 | | William J. Kelley, Jr. | — | — | | Mitchell Arends | 42,366 | 439,759 | | Jennifer Bentz | 15,719 | 163,163 | | Theresa Shea | 37,398 | 388,193 | | Ajay Kataria | 47,012 | 487,988 |

  62. Option Exercises and Stock Vested — Fiscal Year 2025

    Includes the number of shares of Class A Common Stock underlying RSUs as well as PSUs earned from the performance cycle that ended on December 31, 2025, as determined by the Compensation Committee. The number of shares that became vested reflects payment of the PSU cycle ended December 31, 2025 at 90% of target. All of the applicable named executive officers received payment of the award in Common Stock in January 2026. In accordance with the terms of the PSU award agreement, each PSU represents one share of our Class A Common Stock at target levels, valued at $10.38, the closing price of our Class A Common Stock on the NYSE on December 31, 2025, the last trading day of the performance period for such PSUs. December 31, 2025 was after the end of the Company's fiscal year 2025, and thus these vests occurred in fiscal year 2026. EXECUTIVE AND DIRECTOR COMPENSATION ▪ NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2024

  63. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025 The following table shows the contributions and earnings during fiscal year 2025, and account balance as of December 28, 2025, for named executive officers under the Utz Quality Foods, Inc. Nonqualified Deferred Compensation Plan.

  64. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR(1) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR(2) | AGGREGATE EARNINGS IN LAST FISCAL YEAR(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS | AGGREGATE BALANCE AT LAST FISCAL YEAR-END | | | ($) | ($) | ($) | ($) | ($) | | Howard Friedman | — | — | — | — | — | | William J. Kelley, Jr. | — | — | — | — | — | | Mitchell Arends | 48,608 | — | 46,484 | — | 336,473 | | Jennifer Bentz | — | — | 62,369 | — | 447,021 | | Theresa Shea | 55,168 | — | 14,862 | — | 113,462 | | Ajay Kataria | — | — | 3,283 | (20,418) | — |

  65. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    (1) The executive contribution amounts under the Deferred Compensation Plan were included in fiscal year 2025 compensation in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Fiscal Year 2025 Summary Compensation Table, as applicable. (2) These amounts, if any, were included in the “All Other Compensation” column of the Summary Compensation Table. None of the amounts in this column are included in the Summary Compensation Table because plan earnings were not preferential or above-market.

  66. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    | | 2026 Proxy Statement | 51 |

  67. NONQUALIFIED DEFERRED COMPENSATION — FISCAL YEAR 2025

    EXECUTIVE AND DIRECTOR COMPENSATION ▪ EQUITY COMPENSATION PLAN INFORMATION

  68. DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    DIRECTOR COMPENSATION IN FISCAL YEAR 2025 In fiscal year 2025, we maintained a director compensation program which was designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of our securities to further align their interests with those of our stockholders. The program provides the following compensation for non-employee directors: ▪ An annual cash retainer of $87,500 for non-employee directors of the Board; ▪ An additional cash retainer of $90,000 for Chairperson of the Board, $25,000 for Lead Independent Director, and additional annual cash retainers of $25,000 for the Chairperson of the Audit Committee, $20,000 for the Chairperson of the Compensation Committee (increased from $15,000 in fiscal year 2024) and $15,000 for the Chairperson of the Nominating and Corporate Governance Committee (increased from $10,000 in fiscal year 2024); and ▪ An equity retainer with a value of $130,000 granted in the form of RSUs granted upon each director’s initial election to office and in connection with each annual meeting of stockholders that vests on the earlier of the one-year anniversary of the grant or the next annual meeting of stockholders. A non-employee director's initial RSU award will be prorated for any partial year of service. Employee directors receive any equity compensation in connection with their employment and not as a director. All cash retainers will be payable quarterly in arrears. As our employee, Mr. Friedman was not eligible for such retainer and other compensation paid to non-employee directors in fiscal year 2025. The table below sets forth information regarding director compensation for fiscal year 2025.

  69. DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Dylan Lissette | 177,500 | 130,000 | 307,500 | | Craig Steeneck | 112,500 | 130,000 | 242,500 | | Roger Deromedi | 112,500 | 130,000 | 242,500 | | Jason Giordano | 106,250 | 130,000 | 236,250 | | John Altmeyer | 95,000 | 130,000 | 225,000 | | Timothy Brown | 93,750 | 130,000 | 223,750 | | Christina Choi | 87,500 | 130,000 | 217,500 | | Antonio Fernandez | 87,500 | 130,000 | 217,500 | | B. John Lindeman | 87,500 | 130,000 | 217,500 | | Pamela Stewart | 87,500 | 130,000 | 217,500 | | William Werzyn, Jr. | 87,500 | 130,000 | 217,500 |

  70. DIRECTOR COMPENSATION IN FISCAL YEAR 2025

    (1) Director compensation is payable in arrears on a quarterly basis. (2) Amounts set forth in this column represent the aggregate grant date fair value of equity awards granted to each director, in accordance with ASC topic No. 718. For a discussion of the assumptions made in such valuation of the equity awards reported in this column with respect to fiscal year 2025, see Note 1 “Operations and Summary of Significant Accounting Policies” and Note 13 "Share-Based Compensation" to our audited financial statements for the fiscal year ended December 28, 2025, included in our Annual Report on Form 10-K. As of December 28, 2025, the non-employee directors who served during fiscal year 2025 held RSUs with respect to the following number of shares: Mr. Lissette: 9,673, Mr. Steeneck: 9,673, Mr. Deromedi: 9,673, Mr. Giordano: 9,673, Mr. Altmeyer: 9,673, Mr. Brown: 9,673, Ms. Choi: 9,673, Mr. Fernandez: 9,673, Mr. Lindeman: 9,673, Ms. Stewart: 9,673, and Mr. Werzyn: 9,673.

  71. CEO PAY RATIO

    CEO PAY RATIO As required by SEC rules, we are providing the following information about the ratio of the total annual compensation of our Chief Executive Officer and the total annual compensation of our median associate (the “Median Employee”). We believe our Chief Executive Officer pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal year 2025, our last completed fiscal year: ▪ Total Annual Compensation of our Chief Executive Officer was $4,391,269. Total Annual Compensation of our Median Employee was $62,558.

  72. CEO PAY RATIO

    | | 2026 Proxy Statement | 53 |

  73. CEO PAY RATIO

    EXECUTIVE AND DIRECTOR COMPENSATION ▪ CEO PAY RATIO Based on this information, for fiscal year 2025, the estimated ratio of the compensation of our Chief Executive Officer and the Median Employee was approximately 71(1) to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. (1) Ratio is approximately 70.1952 rounded up to whole number.

  74. Pay vs Performance Tabular Disclosure

    Pay vs Performance Tabular Disclosure

  75. Pay vs Performance Tabular Disclosure

    | Pay vs. Performance Disclosure(1) | | | | | | | | | | | | | | | | | | | Value of Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First PEO(2) | Summary Compensation Table Total for Second PEO(3) | Compensation Actually Paid to First PEO(2)(4) | Compensation Actually Paid to Second PEO(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(5)(6) | Utz Brands, Inc. Total Shareholder Return(7) | S&P 1500 Composite Packaged Foods & Meats Index Total Shareholder Return(8) | Net Income (Loss) in Millions(9) | Adjusted EBITDA in Millions(9)(10) | | 2025 | — | $4,391,269 | — | $914,845 | $1,378,343 | $674,445 | $51 | $85 | $(7.7) | $216.5 | | 2024 | — | $4,907,657 | — | $4,104,174 | $2,360,256 | $1,894,169 | $75 | $99 | $30.7 | $200.2 | | 2023 | — | $4,113,444 | — | $3,844,446 | $1,666,798 | $1,608,290 | $77 | $105 | $(40.0) | $187.2 | | 2022 | $5,870,043 | $4,252,567 | $5,856,068 | $4,134,920 | $3,157,332 | $3,215,423 | $74 | $116 | $(14.0) | $170.5 | | 2021 | $1,012,309 | — | $(1,572,541) | — | $605,171 | $(377,493) | $73 | $110 | $8.0 | $156.2 |

  76. Pay vs Performance Narrative Disclosure

    Pay vs Performance Narrative Disclosure

  77. Description of Pay vs Performance

    Description of Pay vs Performance The Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. To promote strong pay-for-performance orientation when setting executive compensation packages, our compensation program utilizes a balance of short-term and long-term objectives. For more information on our compensation program, see “Executive and Director Compensation - Compensation Program Objectives and Design”. The Compensation Committee also assesses target compensation and potentially realizable compensation in addition to compensation actually paid to maintain a holistic understanding of executive total compensation packages. Following the Business Combination, the Company made certain initial awards under its 2020 Omnibus Equity Plan to its NEOs. In fiscal year 2021, the Compensation Committee considered the timing of awards granted to NEOs in the fiscal periods in 2020, and determined to establish a regular grant cycle commencing in fiscal year 2022. As reflected in the tabular disclosure above, compensation actually paid to our First PEO increased from $(1,572,541) in fiscal year 2021 to $5,856,068 in fiscal year 2022. In December 2022, the Company transitioned from our First PEO to our Second PEO, and in connection with his appointment, our Second PEO received a time-based RSU award subject to time-based vesting criteria and a PSU performance stock unit award that vests subject to the Company's relative TSR. The compensation actually paid to our Second PEO in fiscal year 2025 was notably below the compensation actually paid to him in fiscal years 2022-2024 and the compensation actually paid to our First PEO in fiscal year 2022, but above that paid to our First PEO in fiscal year 2021. Similarly, average compensation actually paid in fiscal year 2025 fell below fiscal years 2022-2024 levels for the Company's non-PEO NEOs, but above that paid in fiscal year 2021. Over the fiscal periods from 2021 to 2025, average compensation actually paid to the Company's non-PEO NEOs has fluctuated from year-to-year, as demonstrated in the table above. The Company’s compensation packages take into consideration the Company’s TSR performance relative to its peer companies under its PSU awards. During the period commencing on January 3, 2021, the Company’s TSR performance falls below the S&P 1500 Packaged Foods & Meats Index based on an assumed $100 investment as of January 3, 2021; however, the Company’s relative TSR performance has also fluctuated over that period as a result of its relative performance against our peer companies. As a result, the compensation actually paid to our PEOs and non-PEO NEOs fluctuated. The Company’s compensation program considers adjusted EBITDA relative to threshold, target and maximum levels under its ABP. See “Compensation Discussion and Analysis - Annual Cash Short-Term Incentive Award Program” for a discussion of our ABP. The Company’s adjusted EBITDA performance has increased each year: $156,200,000 in fiscal year 2021, $170,500,000 in fiscal year 2022, to $187,200,000 in fiscal year 2023, $200,200,000 in fiscal year 2024, and to $216,500,000 in fiscal year 2025. Further, the Company’s net income decreased to $(14.0) million in fiscal year 2022 from fiscal year 2021 net income of $8.0 million. Net income continued to decrease to $(40.0) million in fiscal year 2023. In fiscal year 2024 the Company’s net income increased to $30.7 million, but decreased in fiscal year 2025 to $(7.7) million. Net income is not a component of our compensation program, and the Compensation Committee believes that Adjusted EBITDA and other performance metrics are more direct measurements of Company performance.

  78. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important measures used to link compensation actually paid with the Company’s performance during the most recently completed fiscal year:

  79. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | Adjusted EBITDA | | Net Sales | | OGSM Rating |

  80. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    See the “Compensation Discussion and Analysis” above and included in the Company’s historical proxy statements for additional detail on executive compensation actions. Note, the compensation value ultimately realized by the Company’s executive officers remains subject to significant variation over time due to factors, including without limitation, forfeiture of unvested awards prior to vesting and variation in stock price prior to vesting of an award.

  81. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | | 2026 Proxy Statement | 57 |

  82. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ▪ BENEFICIAL OWNERSHIP TABLE

  83. Indemnification of Directors and Officers

    Indemnification of Directors and Officers The Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). In addition, our charter, as amended, provides that no director or officer of the Company will have any personal liability to the Company or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, as applicable and to the fullest extent permitted by the DGCL. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer. NON-BINDING, ADVISORY VOTE TO approve executive compensation Under Section 14A of the Exchange Act, Utz’s stockholders are entitled to cast an advisory vote to approve the compensation of Utz’s named executive officers, known as a “Say on Pay” vote. The stockholder vote is an advisory vote only and is not binding on Utz or its Board of Directors. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The core principles of Utz’s executive compensation philosophy and practice continue to align pay with performance. Utz’s executive officers are compensated in a manner consistent with Utz’s business strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is strongly aligned with the long-term interests of our stockholders. We urge you to read the “Compensation Discussion and Analysis” (“CD&A”) sections in this Proxy Statement, the compensation tables and the narrative discussion beginning on page 32 for additional details on Utz’s executive compensation program. Below are a few highlights of our pay-for-performance philosophy. ▪ Annual Cash Short-Term Incentive Award program based on the individuals’ contributions, as determined by the Individual Performance Factors (IPF) and our Company’s performance, as measured by our Adjusted EBITDA (40%), net sales (40%), and our Annual Goals (20%). ▪ Equity Incentive Award program for the Chief Executive Officer and Executive Vice Presidents comprised of Performance Stock Units, and Restricted Stock Units. ▪ Company defined Annual Goals through an Objectives, Goals, Strategies, Metrics (OGSM) system that cascades to all levels of leadership and supports our pay-for-performance philosophy in the Annual Bonus Program and in annual merit increases. At the annual meeting, we are asking stockholders to vote on the following advisory resolution: RESOLVED, that the stockholders approve the compensation of Utz’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the CD&A, the compensation tables and the narrative discussion.