UTZ

utz-202602100001739566FALSE00017395662026-02-102026-02-100001739566dei:FormerAddressMember2026-02-102026-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 10, 2026

Utz Brands, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-38686 85-2751850 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

900 High Street Hanover, PA 17331 (Address of principal executive offices, including zip code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareUTZNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On February 12, 2026, Utz Brands, Inc. (the “Company”) announced via press release the Company’s financial results for the fourth quarter and fiscal year ended December 28, 2025. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

The Company will hold a conference call and webcast on February 12, 2026 (see information in the press release under “News” of the Company’s website https://investors.utzsnacks.com). A copy of the slide materials to be discussed during the conference call and webcast is being furnished pursuant to Regulation FD as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01. A copy of the slide materials has also been posted to the Company’s website at https://investors.utzsnacks.com. The information and exhibit contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On February 10, 2026, the Board of Directors of the Company approved a new share repurchase program for up to $50 million of the Company’s Class A common stock. The repurchase program does not obligate the Company to repurchase any particular amount of shares and may be modified, suspended, or discontinued at any time. Purchases may be made in open-market transactions, privately negotiated transactions, accelerated share repurchase programs, or by any other lawful means in accordance with the regulations of the U.S. Securities and Exchange Commission. The timing of purchases and the number of shares repurchased under the stock repurchase program will depend on a variety of factors including price, trading volume, market conditions, and corporate and regulatory requirements. The company expects to fund the program from existing cash and future cash generation.

A copy of the press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1 Utz Brands, Inc. Press Release, dated February 12, 2026

99.2

utz-202602030001739566FALSE00017395662026-02-032026-02-030001739566dei:FormerAddressMember2026-02-032026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2026

Utz Brands, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-38686 85-2751850 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

900 High Street Hanover, PA 17331 (Address of principal executive offices, including zip code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareUTZNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02    Results of Operations and Financial Condition On February 3, 2026, Utz Brands, Inc. (the “Company”) announced that it would reclassify costs associated with operating its inter-location logistics, Direct Store Delivery (“DSD”) distribution centers, and outbound shipping and handling activities from Selling, Distribution and Administrative to Cost of Goods Sold within the Consolidated Statements of Operations and Comprehensive Income (Loss) effective for the fourth quarter of 2025. Additionally, the Company has revised the “Selling, Distribution and Administrative” caption to “Selling, General and Administrative” within the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company is making this change in classification to better reflect the total cost associated with fulfilling revenue transactions, align with how it internally manages its business, including productivity programs, and improve comparability with industry peers. The Company will reclassify these expenses for fiscal year 2023, fiscal year 2024, and fiscal year 2025 to present comparable financial results. There is no change to EBITDA, Adjusted EBITDA, Adjusted Net Income, Net Income, EPS, or Adjusted EPS as a result of this change in classification. Attached hereto as Exhibit 99.1 and incorporated herein by reference are the revised Consolidated Statements of Operations for the fiscal first, second, third and fourth quarters and full fiscal years 2023 and 2024, and for the fiscal first, second, and third quarter of fiscal year 2025; and the revised reconciliations of our Adjusted Gross Profit and Adjusted Selling, General and Administrative expense to GAAP financial measures for the fiscal first, second, third and fourth quarters and full fiscal years 2023 and 2024, and for the fiscal first, second, and third quarter of fiscal year 2025. The information in this report shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly stated by specific reference in such filing. Item 9.01    Financial Statements and Exhibits (d) Exhibits

Exhibit No.Description 99.1 Revised Financial Information

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Utz Brands, Inc.

Date: February 3, 2026 By: /s/ William J. Kelley Jr. Name: William J. Kelley Jr. Title: Executive Vice President, Chief Financial Officer

utz-202601120001739566FALSE00017395662026-01-122026-01-120001739566dei:FormerAddressMember2026-01-122026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 12, 2026

Utz Brands, Inc. (Exact name of registrant as specified in its charter)

Delaware 001-38686 85-2751850 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

900 High Street Hanover, PA 17331 (Address of principal executive offices, including zip code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareUTZNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition On January 12, 2026, Utz Brands, Inc., a Delaware corporation (the “Company”), issued a press release announcing certain of the Company’s preliminary unaudited results for the fiscal fourth quarter and fiscal year ended December 28, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02. The preliminary financial results contained in the press release are based upon the Company’s estimates, are subject to completion of the Company’s financial closing procedures and review by the Company’s independent registered public accounting firm and do not present all the information for a complete understanding of the Company’s financial condition as of December 28, 2025. The information contained in this Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information contained in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. Item 7.01 Regulation FD Disclosure A copy of the press release announcing the matters set forth in Item 2.02 of this Current Report on Form 8-K is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01. The information in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such Section. The Company will participate in a fireside chat at the 28th Annual ICR Conference in Orlando, FL on January 13, 2026 at 10:30am Eastern. All interested parties may listen to a simultaneous webcast of the fireside chat, which will be accessible from the Company’s investor relations website at https://investors.utzsnacks.com/investors. Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description 99.1 Utz Brands, Inc. Press Release (dated January 12, 2026)

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Utz Brands, Inc.

Date: January 12, 2026 By: /s/ William J. Kelley Jr. Name: William J. Kelley Jr. Title: Executive Vice President, Chief Financial Officer