CEO Friedman Howard A covered exercise/tax liability with 83,988 shares and was granted 282,256 shares, increasing direct ownership by 151% to 329,653 units (SEC Form 4)
$UTZ
Packaged Foods
Consumer Staples
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [ UTZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 01/02/2026 | F | 7,067(1) | D | $10.38 | 124,318 | D | |||
| Class A Common Stock | 01/02/2026 | F | 6,021(2) | D | $10.38 | 118,297 | D | |||
| Class A Common Stock | 01/02/2026 | F | 6,418(3) | D | $10.38 | 111,879 | D | |||
| Class A Common Stock | 01/05/2026 | A | 123,249(4)(5) | A | $0 | 235,128 | D | |||
| Class A Common Stock | 01/06/2026 | A | 159,007(6) | A | $0 | 394,135 | D | |||
| Class A Common Stock | 01/06/2026 | F | 64,482(7) | D | $10.38 | 329,653 | D | |||
| Class A Common Stock | 66,298 | I | See Footnote(8) | |||||||
| Class A Common Stock | 75,246 | I | See Footnote(9) | |||||||
| Class A Common Stock | 6,350 | I | See Footnote(10) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 2, 2023. |
| 2. Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 2, 2024. |
| 3. Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on January 6, 2025. |
| 4. The shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the "Plan") made pursuant to Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 5. The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2026, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2027, and 33.34% shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2028, subject to the reporting person's Continuous Service (as defined in the Plan) to the Company through such dates and subject to certain conditions detailed in the Plan. |
| 6. Represents shares issued upon vesting of performance share unit awards, as approved on January 6, 2026 by the Compensation Committee of the Board of Directors of the Issuer. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3. |
| 7. Represents shares withheld for payment of tax liability arising as a result of the vesting of a performance share unit award reported by the reporting person in this Form 4. |
| 8. The securities are held by Howard A. Friedman Revocable Trust u/a/d 09/24/2012. |
| 9. The securities are held by Howard A. Friedman 2025-1 GRAT dtd 06/01/2025. |
| 10. The securities are held by Howard Friedman Rollover IRA. |
| Remarks: |
| /s/ Theresa R. Shea, as attorney-in-fact for Howard A. Friedman | 01/06/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||