Utz Brands: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Other Events

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 28, 2026, Howard Friedman, the Chief Executive Officer of Utz Brands, Inc., a Delaware corporation (the “Company” or “Utz”), who also serves as the Company’s principal operating officer and as a member of Utz’s Board of Directors (the “Board”), informed the Executive Vice President, Chief Legal Officer, and Corporate Secretary of the Company of his determination that, in connection with the Company’s return to being a private company and contingent upon the Closing, he will cease his employment with the Company and its subsidiaries shortly following the Closing. It is anticipated that Mr. Friedman’s departure as an employee from the Company and its subsidiaries will be effective November 30, 2026. Mr. Friedman’s determination was not the result of any disagreement with the Company, Parent, the Continuing Stockholders (as defined in the Merger Agreement (as defined below)) or their respective affiliates on any matter relating to the Company’s operations, policies, or practices. Pursuant to the Merger Agreement, Mr. Friedman will also depart from the Board, effective as of and contingent upon the Closing, when the directors of Merger Sub (as defined below) become the directors of the Surviving Corporation (as defined below). Item 8.01 Other Events. As previously disclosed, on July 20, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Idaho USA, Inc. a Delaware corporation (“Acquiror”), Idaho Merger Sub, Inc., a Delaware corporation and direct or indirect wholly-owned subsidiary of Acquiror (“Merger Sub”), and Intersnack Group GmbH & Co. KG, a German limited partnership (Kommanditgesellschaft) (“Parent”). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), and following the Merger, the Company will continue as the surviving corporation in the Merger and become an indirect wholly-owned subsidiary of Parent (the “Surviving Corporation”). On October 2, 2026, (i) the Company filed its definitive proxy statement on Schedule 14A (as it may be supplemented from time to time, the “Definitive Proxy Statement”), and (ii) the Company, Utz Brands Holdings, LLC (“Company LLC”), Parent, Intersnack Holding Gesellschaft für Auslandsbeteiligungen mbH (“Holdings”), Intersnack Group Holding GmbH (“Intersnack General Partner”), Acquiror, Merger Sub, Series U of UM Partners LLC (“Series U”) and Series R of UM Partners LLC (“Series R” and, collectively with the Company, Company LLC, Parent, Holdings, Intersnack General Partner, Acquiror, Merger Sub and Series U, the “Filing Persons”) filed a related Transaction Statement on Schedule 13E-3/A (the “October 2 Schedule 13E-3”), in each case, with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Company’s special meeting of stockholders (the “Special Meeting”) to be held in connection with transactions contemplated by the Merger Agreement and other Transaction Agreements (as defined in the Merger Agreement), including the Merger, the TRA Payment (as defined in the Merger Agreement), and the Recapitalization (as defined in the Merger Agreement) (collectively, the “Transactions”). The Special Meeting is scheduled to be held on November 13, 2026 at 9:00 a.m. Eastern Time via a live interactive webcast at www.virtualshareholdermeeting.com/UTZ2026SM. Explanatory Notes Interests of Utz’s Directors and Executive Officers in the Transactions On October 29, 2026, Parent, Series U and Series R, as the owners (directly or indirectly) of Company LLC following the closing of the Transactions (the “Closing”), entered into a letter agreement with B. John Lindeman, a member of the Board, to offer Mr. Lindeman the position of Chief Executive Officer of Company LLC following the Closing, subject to the Closing occurring and the execution of a written employment agreement to be negotiated between Company LLC and Mr. Lindeman promptly following the Closing (the “Post-Closing CEO Letter Agreement”). Mr. Lindeman’s contemplated employment start date (subject to the conditions set forth in the prior sentence) is November 30, 2026, or such later date as otherwise mutually agreed between Company LLC and Mr. Lindeman. In light of the foregoing, the Company and the other Filing Persons, as applicable, wish to supplement the Definitive Proxy Statement and the October 2 Schedule 13E-3 with certain supplemental disclosures with respect to the Post-Closing CEO Letter Agreement and related transactions, which are set forth below in this Item 8.01 of Current Report on Form 8-K (the “CEO Supplemental Disclosures” and, together with the Complaint and Demand Supplemental Disclosures (as defined below), being all of the supplemental disclosures set forth under the heading “Supplemental Disclosures” below, the “Supplemental Disclosures”), which should be read in conjunction with the Definitive Proxy Statement and the Schedule 13E-3 (as defined below), each of which should be read in their entirety. Concurrently herewith, the Filing Persons are filing a Transaction Statement on Schedule 13E-3/A with the SEC (the “October 30 Schedule 13E-3/A” and, the October 2 Schedule 13E-3 as further amended by the October 30 Schedule 13E-3/A, the “Schedule 13E-3”). To the extent that information herein differs from or updates information contained in the Definitive Proxy Statement, the information contained herein supersedes the information contained in the Definitive Proxy Statement. Except as described in the Supplemental Disclosures, the information provided in the Definitive Proxy Statement continues to apply. Nothing in the CEO Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the CEO Supplemental Disclosures. Stockholder Complaints and Disclosure Demands On October 22, 2026, two stockholders of the Company separately filed complaints relating to the Definitive Proxy Statement in the Supreme Court of the State of New York, County of New York, against the Company and the members of the Board, one captioned Williams v. Utz Brands, Inc. et al., Index No. 656032/2026 (N.Y. Sup. Ct., Oct. 22, 2026) and the other captioned Thompson v. Utz Brands, Inc. et al., Index No. 656040/2026 (N.Y. Sup. Ct., Oct. 22, 2026) (together, the “Stockholder Complaints”). Each Stockholder Complaint asserts claims for negligent misrepresentation and concealment and negligence against the Company and the members of the Board based upon allegations that a false and misleading Definitive Proxy Statement was filed with the SEC and disseminated to the plaintiffs (purported stockholders) and other Company stockholders to solicit their approval of the proposed Transactions. Additionally, the Company has received letters (the “Disclosure Demands”) from certain purported stockholders of the Company claiming certain allegedly material omissions in the Definitive Proxy Statement, letters demanding appraisal (the “Appraisal Demands”) from certain purported stockholders of the Company pursuant to Section 262 of the Delaware General Corporation Law (the “DGCL”) and demand letters from certain purported stockholders of the Company (collectively with the Disclosure Demands and the Appraisal Demands, the “Stockholder Letters”) making formal requests to inspect Utz’s books and records pursuant to Section 220 of the DGCL. None of the purported stockholders of the Company who submitted the Stockholder Letters has filed litigation relating to the proposed Transactions as of the date of this Current Report on Form 8-K. The Company believes that the claims asserted in the Stockholder Complaints and the potential claims threatened in the Disclosure Demands are without merit and that no further disclosure is required to supplement the Definitive Proxy Statement under applicable law. However, to avoid the risks and uncertainties inherent in litigation and the risk that lawsuits may delay or otherwise adversely affect the consummation of the proposed Transactions and to minimize the expense of defending such actions, and without admitting any liability or wrongdoing, the Company wishes to make certain supplemental disclosures with respect to the Stockholder Complaints and Disclosure Demands, which are set forth below in this Item 8.01 of Current Report on Form 8-K (the “Complaint and Demand Supplemental Disclosures”), in response to the Stockholder Complaints and the Disclosure Demands. The Company and the Board deny all allegations of purported wrongdoing in the Stockholder Complaints and the Disclosure Demands. In light of the foregoing, the Company and the other Filing Persons, as applicable, wish to supplement the Definitive Proxy Statement and the October 2 Schedule 13E-3 with the Complaint and Demand Supplemental Disclosures, which should be read in conjunction with the Definitive Proxy Statement and the Schedule 13E-3, each of which should be read in their entirety. To the extent that information herein differs from or updates information contained in the Definitive Proxy Statement, the information contained herein supersedes the information contained in the Definitive Proxy Statement. Except as described in the Supplemental Disclosures, the information provided in the Definitive Proxy Statement continues to apply. Nothing in the Complaint and Demand Supplemental Disclosures shall be deemed an admission of liability or the legal necessity or materiality under applicable law of any of the Complaint and Demand Supplemental Disclosures. Supplemental Disclosures All paragraph headings and page references used herein refer to the headings and pages in the Definitive Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures or any other amendments or supplements, and certain capitalized terms used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. The supplemental information is identified below by bold, underlined text. Stricken through text shows text being deleted from a referenced disclosure in the Definitive Proxy Statement. Plans of the Continuing Stockholders, the Intersnack General Partner, Holdings and the Parent Entities for Utz and Company LLC After the Transactions The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors—Plans of the Continuing Stockholders, the Intersnack General Partner, Holdings and the Parent Entities for Utz and Company LLC After the Transactions” is hereby amended and supplemented by adding the following sentence to the end of the fourth full paragraph on page 108 of the Definitive Proxy Statement: For a discussion of certain post-Closing employment arrangements of Company LLC, see the section of the proxy statement captioned “Interests of Utz’s Directors and Executive Officers in the Transactions — Post-Closing CEO Arrangement.” Interests of Utz’s Directors and Executive Officers in the Transactions The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors—Interests of Utz’s Directors and Executive Officers in the Transactions—New Employment Arrangements” is hereby amended and supplemented as follows: 1. By amending and restating the first sentence of the third paragraph on page 123 of the Definitive Proxy Statement As of the date of this proxy statement, except as described under “— Family Stockholder Arrangements,” and “— Post-Closing CEO Arrangement,” none of the members of the Utz Board or Utz’s executive officers has entered into any agreement, arrangement or understanding with Parent, Continuing Stockholders or Utz or any of their respective executive officers, directors or affiliates regarding post-Closing services. 2. By adding following the fourth paragraph on page 123 of the Definitive Proxy Statement the following sub-heading and paragraphs: Post-Closing CEO Arrangement On October 29, 2026, Parent and the Continuing Stockholders, as the owners (directly or indirectly) of Company LLC following the Closing, entered into a letter agreement with Mr. B. John Lindeman , a current member of the Utz Board, to offer Mr. Lindeman the position of Chief Executive Officer of Company LLC following the Closing, subject to the Closing occurring and the execution of a written employment agreement (the “Post-Closing CEO Employment Agreement”) to be negotiated between Company LLC and Mr. Lindeman promptly following the Closing (the “Post-Closing CEO Letter Agreement”). Mr. Lindeman’s contemplated employment start date (subject to the conditions set forth in the prior sentence) is November 30, 2026, or such later date as otherwise mutually agreed between Company LLC and Mr. Lindeman. The following chronology summarizes key meetings and events that led to the letter agreement with Mr. Lindeman to offer him the position of Chief Executive Officer of Company LLC promptly following the Closing. This chronology does not purport to catalogue every conversation of, by, with or among representatives of the Special Committee, the Utz Board, Utz, Parent, the Continuing Stockholders and/or each of their respective affiliates, and/or their respective financial advisors, legal advisors, and/or any other person. All dates reflected in this chronology are based on the date in the Central time zone. Mr. Lindeman most recently served as President and Chief Executive Officer of Calavo Growers, Inc. until June 2026, following its acquisition by Mission Produce, Inc. In August 2026, following the approval of the Transactions by the Utz Board and the Special Committee on July 20, 2026 and the announcement of the Transactions on July 21, 2026, Mr. Lissette and Mr. Lindeman engaged in preliminary discussions during which Mr. Lissette inquired whether Mr. Lindeman had any interest in a potential role with Company LLC following the Closing, including possibly serving as Chief Executive Officer. Mr. Lindeman informed Sidley, as counsel to the Special Committee of the nature of Mr. Lissette’s inquiry. Mr. Lissette in consultation with representatives of Parent also engaged in discussions with certain other candidates regarding the role of Chief Executive Officer of Company LLC following the Closing, and Mr. Lindeman considered potential opportunities to serve as a senior executive of third parties. On October 6, 2026, Mr. Lissette again contacted Mr. Lindeman with respect to his potential interest in serving as Chief Executive Officer of Company LLC following the Closing, and they discussed his other time commitments. On October 11, 2026, Mr. Lissette and Mr. Lindeman further discussed the scope of the potential role as Chief Executive Officer of Company LLC following the Closing. During this meeting, Mr. Lissette and Mr. Lindeman also discussed the elements of potential compensation associated with a potential post-closing position of Chief Executive Officer of Company LLC. On October 19, 2026, Mr. Lissette and Mr. Lindeman further discussed a potential announcement timeline to key constituencies relating to Mr. Lindeman’s potential appointment. On October 21, 2026, Mr. Lindeman proposed to Mr. Lissette the following terms related to his potential role as Chief Executive Officer of Company LLC following the Closing: (i) a fixed term of 18 months; (ii) an annual base salary of $1,700,000 and eligibility for an annual cash bonus with a target bonus opportunity of $300,000; (iii) an additional $500,000 bonus upon the successful appointment of a permanent Chief Executive Officer of Company LLC (which may include Mr. Lindeman) prior to the completion of the 18-month period following his employment start date; (iv) subject to customary exceptions, salary continuation through the end of the applicable term; and (v) authorization to serve on the board of directors of a third-party company. Mr. Lindeman also proposed that customary employment terms for a chief executive officer would be negotiated if his term were extended beyond 18 months. Mr. Lissette presented the proposal to representatives of Parent soon thereafter. On October 21, 2026, representatives of Sidley and Cozen held a telephone conference to discuss Mr. Lindeman’s potential service as Chief Executive Officer of Company LLC. On October 22, 2026, the Special Committee met to consider the process regarding the proposal for engaging in discussions that would offer Mr. Lindeman the position of Chief Executive Officer of Company LLC following the Closing. The Special Committee discussed that Mr. Lindeman was no longer disinterested in the Transactions in his capacity as a member of the Utz Board and advised the Continuing Stockholders and Parent, through counsel, that (i) the Continuing Stockholders and Parent, and their respective representatives, should not discuss other pre-closing deal matters with Mr. Lindeman, including information regarding any meetings of the Special Committee or Utz Board that Mr. Lindeman attended in his capacity as a disinterested director of the Utz Board; and (ii) the Company will file a public disclosure regarding the discussions (and, if there is an agreement or understanding reached relating to Mr. Lindeman’s post-closing employment, the key terms of such agreement or understanding) at a reasonable time before the Special Meeting. On October 27, 2026, Mr. Lissette sent Mr. Lindeman a draft of the Post-Closing CEO Letter Agreement, which set forth the proposed terms, which were substantially consistent with those discussed on October 21, 2026. On October 28, 2026, Mr. Lindeman proposed that upon his termination as Chief Executive Officer of Company LLC, he be entitled to receive any earned, but unpaid bonus, as well as a prorated bonus for any partial year in which his separation occurs. Also on October 28, 2026, a representative of Parent had a teleconference call with Mr. Lindeman regarding the potential offer for Mr. Lindeman to become Chief Executive Officer of Company LLC following the Closing. On October 29, 2026 the parties exchanged drafts of the Post-Closing CEO Letter Agreement, and on October 29, 2026, Mr. Lindeman, the Continuing Stockholders and Parent executed the Post-Closing CEO Letter Agreement. Pursuant to the Post-Closing CEO Letter Agreement and promptly following the Closing, Mr. Lindeman will negotiate in good faith with Company LLC to enter into the Post-Closing CEO Employment Agreement, subject to customary restrictive covenants, providing for an annual base salary of $1,700,000 and eligibility for an annual cash bonus with a target of $300,000. Mr. Lindeman will also be eligible to participate in employee benefits offered to similarly-situated senior executives of Company LLC following the Closing. The Post-Closing CEO Letter Agreement further provides for an additional $500,000 bonus to Mr. Lindeman upon the appointment of a permanent Chief Executive Officer (which may include Mr. Lindeman) prior to the completion of the 18-month period following his employment start date. Additionally, if (i) Company LLC appoints another permanent Chief Executive Officer, (ii) Company LLC terminates Mr. Lindeman other than for “cause” or (iii) Mr. Lindeman resigns for “good reason”, in each case, within the 18-month period following his employment start date (with “cause” and “good reason” to be defined in the Post-Closing CEO Employment Agreement), Mr. Lindeman will be entitled to (a) payment of his base salary through the end of the 18-month period following his employment start date, (b) any earned but unpaid annual bonus from the preceding year, and (c) a prorated annual bonus based on the number of completed days he is employed in the calendar year of termination and measured as year-to-date performance against target metrics in the year of termination. Mr. Lindeman further will be permitted to serve as an outside director on the board of directors of one company during the 18-month term, subject to compliance with restrictive covenants to be agreed in connection with his employment. Selected Public Companies Analysis The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors—Summary of Financial Analyses of Citi—Selected Public Companies Analysis” is hereby amended and supplemented by making the following changes to the table that appears on page 89 of the Definitive Proxy Statement: Selected Companies EnterpriseValue ($ Bn) Enterprise Value /2027E EBITDA Post Holdings, Inc. $ 11.4 7.3x Flowers Foods Inc. $ 3.6 7.1x The Marzetti Company $ 3.1 9.2x BellRing Brands, Inc. $ 2.6 7.8x B&G Foods, Inc. $ 2.3 7.8x J&J Snack Foods Corp. $ 1.4 7.6x The Simply Good Foods Company $ 1.3 5.6x Selected Precedent Transactions Analysis The disclosure under the section of the Definitive Proxy Statement captioned “Special Factors—Summary of Financial Analyses of Citi—Selected Precedent Transactions Analysis” is hereby amended and supplemented by making the following changes to the table that appears on page 89 of the Definitive Proxy Statement: Read More

Utz Brands: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Other Events

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