Utz Brands, Inc.

Previous wording

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and twenty-six weeks ended June 28, 2026, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified above and those discussed in Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 28, 2025 and other filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Current wording

The following management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our unaudited interim consolidated financial statements as of and for the thirteen and thirty-nine weeks ended September 27, 2026, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our Annual Report on Form 10-K for the year ended December 28, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified above and those discussed in Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 28, 2025 and other filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Previous wording

Growth Strategy -We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies"). Our portfolio strategy is focused on accelerating investments in marketing and innovation to drive top-line growth and achieve share gains in the attractive salty snack category. We plan to further penetrate the Expansion Geographies and untapped channels and customers by further expanding our Branded Salty Snacks, comprised of our Power Four Brands, consisting of our flagship Utz® brand, On the Border®, Zapp's®, and Boulder Canyon®, along with our other brands including Golden Flake®, TORTIYAHS®, Miguelitos®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, TGI Fridays®, and Vitner's®, in Expansion Geographies, as well as maintaining our share in our Core Geographies. Our Core Geographies retail volumes and retail sales were down 6.5% and down 2.2%, respectively, for the thirteen weeks ended June 28, 2026 versus the comparable prior year period.

Current wording

Growth Strategy -We have a long-term growth strategy focusing on various initiatives and have experienced share gains in our geographies in the United States other than our Core Geographies (the "Expansion Geographies"). Our portfolio strategy is focused on accelerating investments in marketing and innovation to drive top-line growth and achieve share gains in the attractive salty snack category. We plan to further penetrate the Expansion Geographies and untapped channels and customers by further expanding our Branded Salty Snacks, comprised of our Power Four Brands, consisting of our flagship Utz® brand, On the Border®, Zapp's®, and Boulder Canyon®, along with our other brands including Golden Flake®, TORTIYAHS®, Miguelitos®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, TGI Fridays®, and Vitner's®, in Expansion Geographies, as well as maintaining our share in our Core Geographies. Our Core Geographies retail volumes and retail sales were down 6.0% and down 2.9%, respectively, for the thirteen weeks ended September 27, 2026 versus the comparable prior year period.

Previous wording

Long-Term Demographics, Consumer Trends, and Demand – We participate in the $42 billion U.S. salty snack category, within the broader approximately $154 billion market for U.S. snack foods as of June 28, 2026, based on Circana data. In the last few years snacking occasions have held relatively stable as consumers continue to seek out convenient, delicious snacks for both on-the-go and at-home lifestyles. A 2026 study from Circana cites that 55% of consumers snack three or more times a day, up 9 points versus 2021. While the category has seen volatility from the impact of pricing actions implemented throughout the industry, we believe the salty snacks category will continue to benefit over the long term from favorable dynamics including low private label penetration as well as category leaders competing primarily in marketing and innovation. We expect these consumer trends to continue to drive consistent retail sales for salty snacks in the long term.

Current wording

Long-Term Demographics, Consumer Trends, and Demand – We participate in the $43 billion U.S. salty snack category, within the broader approximately $155 billion market for U.S. snack foods as of September 27, 2026, based on Circana data. In the last few years snacking occasions have held relatively stable as consumers continue to seek out convenient, delicious snacks for both on-the-go and at-home lifestyles. A 2026 study from Circana cites that 55% of consumers snack three or more times a day, up 9 points versus 2021. While the category has seen volatility from the impact of pricing actions implemented throughout the industry, we believe the salty snacks category will continue to benefit over the long term from favorable dynamics including low private label penetration as well as category leaders competing primarily in marketing and innovation. We expect these consumer trends to continue to drive consistent retail sales for salty snacks in the long term.

Previous wording

For the thirteen weeks ended June 28, 2026, U.S. retail sales for salty snacks based on Circana data increased by 0.8% versus the comparable prior year period while Utz's retail sales increased 0.3%.

Current wording

For the thirteen weeks ended September 27, 2026, U.S. retail sales for salty snacks based on Circana data increased by 1.1% versus the comparable prior year period while Utz's retail sales increased 0.2%.

Previous wording

Financing Costs and Exposure to Interest Rate Changes – As of June 28, 2026, we had $685.1 million in variable rate indebtedness, down from $687.5 million as of December 28, 2025. As of June 28, 2026, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”). In June 2026, the Company terminated its previously existing swap agreement associated with the Term Loan B and received cash proceeds of $8.4 million. The proceeds were recorded in other comprehensive income (loss) and will be amortized into earnings over the remaining term of the swap. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $425.0 million. The agreement is scheduled to mature on December 31, 2029. During the thirteen weeks ended June 28, 2026, in connection with the paydown of the Real Estate Term Loan related to the sale of a property discussed in Note 4. Property, Plant and Equipment, Net, and the estimated future paydowns anticipated upon the sale of assets held for sale, the Company determined that the forecasted interest payments associated with $8.7 million of the notional amount of its Real Estate Term Loan interest rate swap were no longer probable of occurring. Accordingly, effective June 15, 2026, the Company de-designated that $8.7 million portion of the hedging relationship while continuing to apply cash flow hedge accounting to the remaining $34.0 million notional amount, which remains designated as a cash flow hedge. The de-designated $8.7 million notional amount is carried at fair value, with subsequent mark-to-market adjustments recognized immediately in earnings.

Current wording

Financing Costs and Exposure to Interest Rate Changes – As of September 27, 2026, we had $724.4 million in variable rate indebtedness, up from $687.5 million as of December 28, 2025. As of September 27, 2026, our variable rate indebtedness was benchmarked to the Term SOFR Screen Rate (“SOFR”). In June 2026, the Company terminated its previously existing swap agreement associated with the Term Loan B and received cash proceeds of $8.4 million. The proceeds were recorded in other comprehensive income (loss) and will be amortized into earnings over the remaining term of the swap. In addition, on the same date, the Company entered into a new interest rate swap agreement with a notional amount of $425.0 million. The agreement is scheduled to mature on December 31, 2029. During the thirteen weeks ended June 28, 2026, in connection with the paydown of the Real Estate Term Loan related to the sale of a property discussed in Note 5. Property, Plant and Equipment, Net, and the estimated future paydowns anticipated upon the sale of assets held for sale, the Company determined that the forecasted interest payments associated with $8.7 million of the notional amount of its Real Estate Term Loan interest rate swap were no longer probable of occurring. Accordingly, effective June 15, 2026, the Company de-designated that $8.7 million portion of the hedging relationship while continuing to apply cash flow hedge accounting to the remaining $34.0 million notional amount, which remains designated as a cash flow hedge. The de-designated $8.7 million notional amount is carried at fair value, with subsequent mark-to-market adjustments recognized immediately in earnings.

Previous wording

As of June 28, 2026, we have existing interest rate swaps totaling $500.8 million of debt. Our interest rate hedge strategy has limited some of our exposure to changes in interest rates. We regularly evaluate our variable and fixed-rate debt. As of June 28, 2026, our interest rate swaps were carried as a net liability on our balance sheet totaling $2.1 million. We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments and dividends. Our weighted average interest rate for the twenty-six weeks ended June 28, 2026 was 6.4%, up from 4.8% during the twenty-six weeks ended June 29, 2025. We have used interest rate swaps to help manage some of our exposure to interest rate changes, which can drive cash flow variability related to our debt. Refer to Note 9. Term Debt, Revolving Credit Facility, and Other Notes Payable and Note 10. Derivative Financial Instruments, Purchase Commitments and Fair Value to our Unaudited Consolidated Financial Statements for additional information on debt and derivative activity. The Company has experienced the effect of increased interest rates on the portion of its debt that is not hedged and a further increase in interest rates could negatively impact our net income.

Current wording

As of September 27, 2026, we have existing interest rate swaps totaling $499.9 million of debt. Our interest rate hedge strategy has limited some of our exposure to changes in interest rates. We regularly evaluate our variable and fixed-rate debt. As of September 27, 2026, our interest rate swaps were carried as a net asset on our balance sheet totaling $10.8 million. We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments and dividends. Our weighted average interest rate for the thirty-nine weeks ended September 27, 2026 was 6.5%, up from 4.9% during the thirty-nine weeks ended September 28, 2025. We have used interest rate swaps to help manage some of our exposure to interest rate changes, which can drive cash flow variability related to our debt. Refer to Note 10. Term Debt, Revolving Credit Facility, and Other Notes Payable and Note 11. Derivative Financial Instruments, Purchase Commitments and Fair Value to our Unaudited Consolidated Financial Statements for additional information on debt and derivative activity. The Company has experienced the effect of increased interest rates on the portion of its debt that is not hedged and a further increase in interest rates could negatively impact our net income.

Previous wording

On July 20, 2026, Utz and Intersnack Group GmbH & Co. KG (“Intersnack Group” or “Intersnack”) entered into a definitive agreement pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of the Company for $14.25 per share in cash. Upon closing the transaction, Utz will become a private company with Series U of UM Partners, LLC and Series R of UM Partners, LLC, on the one hand, and Intersnack Group, on the other hand, each owning 50% of Utz. As such, the Company will not provide its outlook for 2026 and will not hold a conference call to discuss the Company’s financial results for the second quarter and year-to-date period ended June 28, 2026. The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions. See Note 16. Subsequent Events to our unaudited consolidated financial statements contained in Part I, Item 1, and Part II, Item 1A “Risk Factors,” of this Quarterly Report on Form 10-Q for more information regarding this transaction.

Current wording

On July 20, 2026, Utz and Intersnack Group GmbH & Co. KG (“Intersnack Group” or “Intersnack”) entered into certain definitive agreements pursuant to which certain subsidiaries of Intersnack Group will acquire all outstanding shares of Class A Common Stock of Utz Brands, Inc. (“UBI”) for $14.25 per share in cash. Upon closing the transaction, Utz will become a private company, and Series U of UM Partners, LLC and Series R of UM Partners, LLC, on the one hand, and Intersnack Group, on the other hand, will each own 50% of Utz Brands Holdings, LLC, an affiliate on UBI (“UBH”). The Company expects the transaction to close in the fourth quarter of 2026, subject to satisfaction of closing conditions. Please refer to Note 2. Pending Merger, and Note 17. Subsequent Events, to our Unaudited Consolidated Financial Statements, for information regarding demands and complaints related to the Transactions. As noted therein, the Company believes that the claims asserted in the complaints and the potential claims threatened in the demand letters are without merit, and the Company and the Board deny all allegations of purported wrongdoing contained therein.

Previous wording

In September 2025, the Company announced a multi-phase project aimed at upgrading facilities across its Hanover, PA campus. The project includes upgrading the Company's headquarters and transforming it into a modern employee hub as well as other upgrades. As part of this project during May 2026, the Company sold one property in Hanover, PA for $1.2 million that was previously reported in Assets held for sale. No impairment was recognized on the sale. The Company intends to sell two additional buildings located in Hanover, PA And a tract of land located in Goodyear, AZ.

Current wording

In September 2025, the Company announced a multi-phase project aimed at upgrading facilities across its Hanover, Pennsylvania campus. The project includes upgrading the Company's headquarters and transforming it into a modern employee hub as well as other upgrades. As part of this project during May 2026, the Company sold one property in Hanover, PA for $1.2 million and another property in Hanover, Pennsylvania for $4.2 million during September 2026 that were previously reported in Assets held for sale. No impairment was recognized on the sales. In November 2026, the building in Hanover that was held for sale as of September 27, 2026 was sold by the Company for gross sale price of $20.5 million. As part of the closing, the Company made a principal payment of $17.2 million against its Real Estate Term Loan.

Previous wording

Investments in new product innovation support four focus areas that are rooted in the consumer and tied to our portfolio and brand strategy: Expanding Positive Choices, Driving Value, Delivering Craveable Flavor, and Capturing Occasions. Within Expanding Positive Choices, our recent focus has been on Boulder Canyon, a brand offering solutions for consumers seeking great tasting BFY snacks via BFY oils such as avocado oil and olive oil. Innovation contributed to Boulder Canyon® increases with the launching of new flavors that capitalized on the hot & spicy trend and by entrance into the cheese snack subcategory. Boulder Canyon® gained share for the thirteen weeks ended June 28, 2026 and the twenty-six weeks ended June 28, 2026 versus the comparable prior year periods with growth of 65.5% and 108.4%, respectively, per Circana. In the natural channel, Boulder Canyon growth was 13.2% and 23.3% for the twelve weeks ended June 14, 2026 and the fifty-two weeks ended June 14, 2026, respectively, per Spins. Within Driving Value, our recent focus has been on our Golden Flake brand, with innovation driving value for budget conscious consumers seeking great tasting snacks. Within Delivering Craveable Flavor, we recently addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories. Within Capturing Occasions, we recently expanded our portfolio of variety/multipacks across our Power Four Brands, consisting of our flagship Utz®brand, On The Border®, Zapp’s®, and Boulder Canyon®, and our Targeted Brands, consisting of Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, and TGI Fridays®. During the third quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic colors from our portfolio of products before the end of 2027. While we do not currently anticipate a significant impact to our input costs in our efforts to meet this commitment, our net sales, market share, or results of operations could be adversely affected if we are unsuccessful in our efforts to continue to satisfy consumer preferences.

Current wording

Investments in new product innovation support four focus areas that are rooted in the consumer and tied to our portfolio and brand strategy: Expanding Positive Choices, Driving Value, Delivering Craveable Flavor, and Capturing Occasions. Within Expanding Positive Choices, our recent focus has been on Boulder Canyon, a brand offering solutions for consumers seeking great tasting BFY snacks via BFY oils such as avocado oil and olive oil. Innovation contributed to Boulder Canyon® increases with the launching of new flavors that capitalized on the hot & spicy trend and by entrance into the cheese snack subcategory. Boulder Canyon® gained share for the thirteen weeks ended September 27, 2026 and the thirty-nine weeks ended September 27, 2026 versus the comparable prior year periods with growth of 52.8% and 69.1%, respectively, per Circana. In the natural channel, Boulder Canyon growth was 11.4% and 18.3% for the twelve weeks ended September 6, 2026 and the fifty-two weeks ended September 6, 2026, respectively, per Spins. Within Driving Value, our recent focus has been on our Golden Flake brand, with innovation driving value for budget conscious consumers seeking great tasting snacks. Within Delivering Craveable Flavor, we recently addressed consumer desire for flavor exploration with innovation across brands and snacking subcategories. Within Capturing Occasions, we recently expanded our portfolio of variety/multipacks across our Power Four Brands, consisting of our flagship Utz®brand, On The Border®, Zapp’s®, and Boulder Canyon®, and our Targeted Brands, consisting of Golden Flake®, TORTIYAHS!®, Hawaiian®, Bachman®, Tim's Cascade®, Dirty Potato Chips®, and TGI Fridays®. During the third quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic colors from our portfolio of products before the end of 2027. While we do not currently anticipate a significant impact to our input costs in our efforts to meet this commitment, our net sales, market share, or results of operations could be adversely affected if we are unsuccessful in our efforts to continue to satisfy consumer preferences.

Previous wording

We regularly monitor worldwide supply and commodity costs so that we can cost-effectively secure ingredients, packaging and fuel required for production. A number of external factors such as weather, which may be impacted in unanticipated ways due to climate change, commodity market conditions, inflationary conditions and the effects of governmental, agricultural or other programs, including tariffs or other trade policies, may affect the cost and availability of raw materials and agricultural materials used in our products. Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we continue to expect that recent tariff volatility will have a modest and manageable impact on our business in 2026. We address commodity costs primarily through the use of buying-forward, which locks in pricing for key materials between three and 18 months in advance. Other methods include hedging, net pricing adjustments to cover longer term cost inflation, and manufacturing and overhead cost control. Our hedging techniques, such as forward contracts, limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Commodity cost increases may adversely impact our net income. Although we have experienced some ingredient cost deflation, we continue to experience rising costs related to fuel and freight rates as well as rising labor costs both of which have negatively impacted profitability. Transportation costs have been on the rise and may continue to rise and adversely impact net income. The Company looks to offset rising costs through increasing manufacturing and distribution efficiencies as well as through price increases to our customers, although it is unclear whether historic customer sales levels will be maintained at these higher prices (See "Key Developments and Trends - Long-Term Demographics, Consumer Trends, and Demand" and "Key Developments and Trends - Competition"). Due to competitive market conditions, planned trade or promotional incentives, or other factors, our pricing actions may also lag supply and commodity cost changes.

Current wording

We regularly monitor worldwide supply and commodity costs so that we can cost-effectively secure ingredients, packaging and fuel required for production. A number of external factors such as weather, which may be impacted in unanticipated ways due to climate change, commodity market conditions, inflationary conditions and the effects of governmental, agricultural or other programs, including tariffs or other trade policies, may affect the cost and availability of raw materials and agricultural materials used in our products. Given that nearly all our input costs are sourced domestically and our manufacturing facilities are all in the United States, we continue to expect that recent tariff volatility will have a modest and manageable impact on our business in 2026. We address commodity costs primarily through the use of buying-forward, which locks in pricing for key materials between three and 18 months in advance. Other methods include hedging, net pricing adjustments to cover longer term cost inflation, and manufacturing and overhead cost control. Our hedging techniques, such as forward contracts, limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Commodity cost increases may adversely impact our net income. Although we have experienced some ingredient cost deflation, we continue to experience rising costs related to fuel and freight rates as well as rising labor costs both of which have negatively impacted profitability. Transportation costs have been on the rise and may continue to rise and adversely impact net income. The Company looks to offset rising costs through increasing manufacturing and distribution efficiencies as well as through price increases to our customers, although certain competitors have implemented more aggressive promotional strategies from time to time, which has caused us to respond with our own promotional changes, which in turn have impacted our sales (See "Key Developments and Trends - Long-Term Demographics, Consumer Trends, and Demand" and "Key Developments and Trends - Competition"). Due to competitive market conditions, planned trade or promotional incentives, or other factors, our pricing actions may also lag supply and commodity cost changes.

Previous wording

The following tables present selected unaudited financial data for the thirteen weeks ended and twenty-six weeks ended June 28, 2026 and June 29, 2025.

Current wording

The following tables present selected unaudited financial data for the thirteen weeks ended and thirty-nine weeks ended September 27, 2026 and September 28, 2025.

Previous wording

Net sales were $371.8 million and $366.7 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively. Net sales for the thirteen weeks ended June 28, 2026 increased $5.1 million or 1.4% over the comparable period in 2025. The 1.4% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 2.2% reduction from volume/mix. Independent operator ("IO") discounts were $43.9 million for the thirteen weeks ended June 28, 2026, down from $47.0 million for the corresponding thirteen weeks ended June 29, 2025.

Current wording

Net sales were $369.2 million and $377.8 million for the thirteen weeks ended September 27, 2026 and September 28, 2025, respectively. Net sales for the thirteen weeks ended September 27, 2026 decreased $8.6 million or 2.3% compared to the comparable period in 2025. The 2.3% decrease in net sales was primarily driven by a (5.2)% reduction from volume/mix, partially offset by a benefit from higher net price realization of 2.9%. Independent operator ("IO") discounts were $44.5 million for the thirteen weeks ended September 27, 2026, down from $45.7 million for the corresponding thirteen weeks ended September 28, 2025.

Previous wording

Sales are evaluated based on classification as Branded Salty Snacks or Non-Branded & Non-Salty Snacks, consisting of partner brands, private label, co-manufacturing for which Utz is the manufacturer, Utz branded non-salty snacks such as On The Border®Dips and Salsas and sales not attributable to specific brands. For the thirteen weeks ended June 28, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively. For the thirteen weeks ended June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 3.3% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 12.1% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Current wording

Sales are evaluated based on classification as Branded Salty Snacks or Non-Branded & Non-Salty Snacks, consisting of partner brands, private label, co-manufacturing for which Utz is the manufacturer, Utz branded non-salty snacks such as On The Border®Dips and Salsas and sales not attributable to specific brands. For the thirteen weeks ended September 27, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 92% and 8% of our net sales, respectively. For the thirteen weeks ended September 27, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 0.3% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 23.8% primarily due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Previous wording

Gross profit was $96.2 million and $95.3 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively. Our gross profit margin was 25.9% for the thirteen weeks ended June 28, 2026 versus 26.0% for the thirteen weeks ended June 29, 2025. The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.

Current wording

Gross profit was $77.6 million and $91.5 million for the thirteen weeks ended September 27, 2026 and September 28, 2025, respectively. Our gross profit margin was 21.0% for the thirteen weeks ended September 27, 2026 versus 24.2% for the thirteen weeks ended September 28, 2025. The decrease in gross profit was driven by significant supply chain cost inflation, channel mix, and lower volumes.

Previous wording

Selling, general, and administrative expenses were $101.3 million and $88.0 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $13.3 million, or 15.1%, for the thirteen weeks ended June 28, 2026 versus the comparable prior year period. The increase was primarily due to increased marketing, and adding capabilities to support the Company’s geographic expansion and growth initiatives.

Current wording

Selling, general, and administrative expenses were $97.4 million and $87.7 million for the thirteen weeks ended September 27, 2026 and September 28, 2025, respectively, resulting in an increase of $9.7 million, or 11.1%, for the thirteen weeks ended September 27, 2026 versus the comparable prior year period. The increase was primarily due to transaction related costs.

Previous wording

Gain on remeasurement of warrant liability was $12.5 million for the thirteen weeks ended June 29, 2025. The warrants were fully exercised in a cashless exchange in August 2025.

Current wording

Loss on remeasurement of warrant liability was $0.7 million for the thirteen weeks ended September 28, 2025. The warrants were fully exercised in a cashless exchange in August 2025.

Previous wording

Net sales were $733.1 million and $718.8 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Net sales for the twenty-six weeks ended June 28, 2026 increased $14.3 million, or 2.0%, over the comparable period in 2025. The 2.0% increase in net sales was primarily driven by a benefit from higher net price realization of 3.6%, which was offset by a 1.6% reduction from volume/mix. IO discounts were $87.0 million for the twenty-six weeks ended June 28, 2026, down from $91.7 million for the corresponding twenty-six weeks ended June 29, 2025.

Current wording

Net sales were $1,102.3 million and $1,096.6 million for the thirty-nine weeks ended September 27, 2026 and September 28, 2025, respectively. Net sales for the thirty-nine weeks ended September 27, 2026 increased $5.7 million, or 0.5%, over the comparable period in 2025. The 0.5% increase in net sales was primarily driven by a benefit from higher net price realization of 3.4%, which was offset by a (2.9)% reduction from volume/mix. IO discounts were $131.5 million for the thirty-nine weeks ended September 27, 2026, down from $137.4 million for the corresponding thirty-nine weeks ended September 28, 2025.

Previous wording

For the twenty-six weeks ended June 28, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 89% and 11% of our net sales, respectively. For the twenty-six weeks ended June 28, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 4.2% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 13.3% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Current wording

For the thirty-nine weeks ended September 27, 2026, Branded Salty Snacks and Non-Branded & Non-Salty Snacks totaled 90% and 10% of our net sales, respectively. For the thirty-nine weeks ended September 27, 2026 versus the comparable prior year period, Branded Salty Snacks net sales increased by 2.8% led by our Power Four Brands, and Non-Branded & Non-Salty Snacks net sales decreased by 16.5% due to Non-Branded, which was impacted by accelerated elimination of low margin items.

Previous wording

Gross profit was $188.1 million and $177.7 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively. Our gross profit margin was 25.7% for the twenty-six weeks ended June 28, 2026 versus 24.7% for the twenty-six weeks ended June 29, 2025. The increase in gross profit was driven by productivity savings, which more than offset supply chain cost inflation.

Current wording

Gross profit was $265.7 million and $269.2 million for the thirty-nine weeks ended September 27, 2026 and September 28, 2025, respectively. Our gross profit margin was 24.1% for the thirty-nine weeks ended September 27, 2026 versus 24.5% for the thirty-nine weeks ended September 28, 2025. The decrease in gross profit was driven by significant supply chain cost inflation, channel mix, and lower volumes.

Previous wording

Selling, general, and administrative expenses were $186.7 million and $165.4 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively, resulting in an increase of $21.3 million or 12.9% for the twenty-six weeks ended June 28, 2026 over the corresponding period in fiscal year 2025. The increase was primarily due to increased marketing, and adding capabilities to support the Company’s geographic expansion and growth initiatives.

Current wording

Selling, general, and administrative expenses were $284.1 million and $253.1 million for the thirty-nine weeks ended September 27, 2026 and September 28, 2025, respectively, resulting in an increase of $31.0 million or 12.2% for the thirty-nine weeks ended September 27, 2026 over the corresponding period in fiscal year 2025. The increase was primarily due to transaction related costs and increased corporate transformation costs.

Previous wording

Gain on remeasurement of warrant liability was $23.5 million for the twenty-six weeks ended June 29, 2025 The warrants were fully exercised in a cashless exchange in August 2025.

Current wording

Gain on remeasurement of warrant liability was $22.8 million for the thirty-nine weeks ended September 28, 2025. The warrants were fully exercised in a cashless exchange in August 2025.

Previous wording

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results and identify trends in our underlying operating results, and it also provides additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the categories of supply chain transformation, corporate transformation and non-cash items. We believe the non-GAAP financial measures should always be considered along with the most directly comparable U.S. generally accepted accounting principles ("U.S. GAAP") financial measures. We have provided the reconciliations between the U.S. GAAP and non-GAAP financial measures below, and we also discuss our underlying U.S. GAAP results throughout this discussion and analysis of our financial condition and results of operations.

Current wording

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results and identify trends in our underlying operating results, and it also provides additional insight and transparency on how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions, and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the categories of supply chain transformation, corporate transformation, transaction costs, and non-cash items. We believe the non-GAAP financial measures should always be considered along with the most directly comparable U.S. generally accepted accounting principles ("U.S. GAAP") financial measures. We have provided the reconciliations between the U.S. GAAP and non-GAAP financial measures below, and we also discuss our underlying U.S. GAAP results throughout this discussion and analysis of our financial condition and results of operations.

Previous wording

The following tables provide a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended and twenty-six weeks ended June 28, 2026 and June 29, 2025:

Current wording

The following tables provide a reconciliation from net income to EBITDA and Adjusted EBITDA for the thirteen weeks ended and thirty-nine weeks ended September 27, 2026 and September 28, 2025:

Previous wording

(1) Adjusted Gross Profit and Adjusted Gross Margin were $123.6 million and 33.2%, respectively for the thirteen weeks ended June 28, 2026, and $116.2 million and 31.7% for the thirteen weeks ended June 29, 2025, respectively. Adjusted Gross Profit and Adjusted Gross Margin were $235.0 million and 32.1%, respectively for the twenty-six weeks ended June 28, 2026, and $217.4 million and 30.2% for the twenty-six weeks ended June 29, 2025, respectively.

Current wording

(1) Adjusted Gross Profit and Adjusted Gross Margin were $100.4 million and 27.2%, respectively for the thirteen weeks ended September 27, 2026, and $122.9 million and 32.5% for the thirteen weeks ended September 28, 2025, respectively. Adjusted Gross Profit and Adjusted Gross Margin were $335.4 million and 30.4%, respectively for the thirty-nine weeks ended September 27, 2026, and $340.3 million and 31.0% for the thirty-nine weeks ended September 28, 2025, respectively.

Previous wording

(2) Adjusted Selling, General and Administrative was $67.9 million and $67.4 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively. Adjusted Selling, General and Administrative was $131.4 million and $123.5 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.

Current wording

(2) Adjusted Selling, General and Administrative was $58.4 million and $61.5 million for the thirteen weeks ended September 27, 2026 and thirteen weeks ended September 28, 2025, respectively. Adjusted Selling, General and Administrative was $189.8 million and $185.0 million for the thirty-nine weeks ended September 27, 2026 and thirty-nine weeks ended September 28, 2025, respectively.

Previous wording

(3) Adjusted EBITDA was $55.7 million and $48.7 million for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, respectively. Adjusted EBITDA was $103.6 million and $93.8 million for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, respectively.

Current wording

(3) Adjusted EBITDA was $42.0 million and $60.3 million for the thirteen weeks ended September 27, 2026 and thirteen weeks ended September 28, 2025, respectively. Adjusted EBITDA was $145.6 million and $154.1 million for the thirty-nine weeks ended September 27, 2026 and thirty-nine weeks ended September 28, 2025, respectively.

Previous wording

(4) Supply Chain Transformation initiatives representing start-up costs, warehousing and logistical transformations, restructuring and cost reduction activities as part of efforts to enhance long-term profitability, and other manufacturing initiatives that do not reflect the cost of normal business operations. For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, supply chain transformation initiatives were $10.4 million and $10.6 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, supply chain transformation initiatives were $18.3 million and $19.3 million, respectively.

Current wording

(4) Supply Chain Transformation initiatives representing start-up costs, warehousing and logistical transformations, restructuring and cost reduction activities as part of efforts to enhance long-term profitability, and other manufacturing initiatives that do not reflect the cost of normal business operations. For the thirteen weeks ended September 27, 2026 and thirteen weeks ended September 28, 2025, supply chain transformation initiatives were $11.2 million and $19.0 million, respectively. For the thirty-nine weeks ended September 27, 2026 and thirty-nine weeks ended September 28, 2025, supply chain transformation initiatives were $29.5 million and $38.3 million, respectively.

Previous wording

(5) Corporate Transformation are comprised primarily of costs related to severance and other people restructuring costs, our announced transaction with Intersnack, our California expansion and Insignia integration, information technology and data transformation, litigation, gain and losses realized from the sale of distribution rights to IOs, gain and losses on the sale of assets, and consulting and professional fees related to transformation initiatives. For the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025, corporate transformation initiatives were $19.4 million and $6.1 million, respectively. For the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025, corporate transformation initiatives were $25.3 million and $13.0 million, respectively.

Current wording

(5) Corporate Transformation are comprised primarily of costs related to severance and other people restructuring costs, our California expansion and Insignia integration, information technology and data transformation, litigation, gain and losses realized from the sale of distribution rights to IOs, gain and losses on the sale of assets, and consulting and professional fees related to transformation initiatives. For the thirteen weeks ended September 27, 2026 and thirteen weeks ended September 28, 2025, corporate transformation initiatives were $6.8 million and $9.5 million, respectively. For the thirty-nine weeks ended September 27, 2026 and thirty-nine weeks ended September 28, 2025, corporate transformation initiatives were $26.1 million and $22.5 million, respectively.

Previous wording

(6) Other Non-Cash Adjustments for the thirteen weeks ended June 28, 2026 and thirteen weeks ended June 29, 2025 are comprised primarily of $3.8 million and $2.7 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $4.7 million and $2.7 million, respectively. of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. Other Non-Cash Adjustments for the twenty-six weeks ended June 28, 2026 and twenty-six weeks ended June 29, 2025 are comprised primarily of $7.2 million and $6.2 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $5.1 million and $4.9 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. In addition, the Company recorded an impairment charge of $0.6 million during the thirteen weeks ended June 29, 2025.

Current wording

(6) Other Non-Cash Adjustments for the thirteen weeks ended September 27, 2026 and thirteen weeks ended September 28, 2025 are comprised primarily of $3.6 million and $4.6 million, respectively, of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $1.5 million and $2.7 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. Other Non-Cash Adjustments for the thirty-nine weeks ended September 27, 2026 and thirty-nine weeks ended September 28, 2025 are comprised primarily of $10.8 million (for both periods) of share-based compensation awards to employees and directors associated with the 2020 Omnibus Equity Incentive Plan; $6.6 million and $7.0 million, respectively, of unrealized gains on mark-to-market adjustments of the Company’s commodity options; amortization of cloud computing, purchase commitments, certain lease adjustments, amortization of tolling assets, and other non-cash adjustments. In addition, the Company recorded an impairment charge of $0.6 million during the thirty-nine weeks ended September 28, 2025.

Previous wording

(7) Other income/(expense), net represents the Company’s non-operating income and expense related to interest income, fees associated with our receivable finance program, and mark-to-market on notional portion of interest rate swap not accounted for under interest rate hedge accounting, benefit related to changes in the Company’s tax receivable liability, monetary conversion, other items not related to our operations.

Current wording

(7) Other income/(expense), net represents the Company’s non-operating income and expense related to interest income, fees associated with our receivable finance program, and mark-to-market on notional portion of interest rate swap not accounted for under interest rate hedge accounting, benefit or (expense) related to changes in the Company’s tax receivable liability, monetary conversion, other items not related to our operations.

Previous wording

As of June 28, 2026 and December 28, 2025 $0.3 million and $0.2 million, respectively,was outstanding under the asset based lending ("ABL") facility. Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed. As of June 28, 2026 and December 28, 2025, $154.1 million and $119.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit. Standby letters of credit in the amount of $14.5 million and $10.3 million, have been issued as of June 28, 2026 and December 28, 2025, respectively. The standby letters of credit are primarily issued for insurance purposes.

Current wording

As of September 27, 2026 and December 28, 2025 $40.2 million and $0.2 million, respectively, was outstanding under the asset based lending ("ABL") facility. Availability under the ABL facility is based on a monthly accounts receivable and inventory borrowing base certification, which is net of outstanding letters of credit and amounts borrowed. As of September 27, 2026 and December 28, 2025, $83.7 million and $119.7 million, respectively, was available for borrowing under the ABL facility, net of letters of credit. Standby letters of credit in the amount of $14.1 million and $10.3 million, have been issued as of September 27, 2026 and December 28, 2025, respectively. The standby letters of credit are primarily issued for insurance purposes.

Previous wording

•Short-term cash requirements related primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, stockholder returns (such as dividend payments), property, plant and equipment and any significant non-operating items;

Current wording

•Short-term cash requirements related primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, benefit plan obligations and lease expenses), transaction costs related to the Transactions, as well as periodic expenditures for acquisitions, stockholder returns (such as dividend payments), property, plant and equipment and any significant non-operating items;

Previous wording

•Long-term cash requirements related to our deferred taxes and Tax Receivable Agreement; and

Current wording

•Cash requirements related to our deferred taxes and Tax Receivable Agreement; and

Previous wording

The following table presents net cash provided by or used in operating activities, investing activities and financing activities for the twenty-six weeks ended June 28, 2026 and June 29, 2025.

Current wording

The following table presents net cash (used in) or provided by operating activities, investing activities and financing activities for the thirty-nine weeks ended September 27, 2026 and September 28, 2025.

Previous wording

Net cash used in operating activities for the twenty-six weeks ended June 28, 2026 was $0.5 million compared to $3.9 million for the twenty-six weeks ended June 29, 2025. The decrease in net cash used in operating activities of $3.4 million is largely driven by improvement of process and payment terms with suppliers and inventory levels, partially offset by the purchase of tax credits that occurred during the twenty-six weeks ended June 28, 2026. See Note 12. Supplementary Cash Flow Informationand the timing of accounts payable and prepaid expenses for further information on changes in cash use for operating activities.

Current wording

Net cash used in operating activities for the thirty-nine weeks ended September 27, 2026 was $5.4 million compared to the net cash provided by operating activities of $47.3 million for the thirty-nine weeks ended September 28, 2025. The change in net cash (used in) provided by operating activities of $52.7 million is largely driven by a decrease in net income, increase in accounts receivable, and a decrease in accounts payable and accrued expenses, partially offset by a decrease in prepaids and other assets. See Note 13. Supplementary Cash Flow Informationand the timing of accounts payable and prepaid expenses for further information on changes in cash use for operating activities.

Previous wording

Cash used in investing activities for the twenty-six weeks ended June 28, 2026 and June 29, 2025 was $29.5 million and $71.3 million, respectively and was primarily related to purchases of property and equipment.

Current wording

Cash used in investing activities for the thirty-nine weeks ended September 27, 2026 and September 28, 2025 was $40.4 million and $95.2 million, respectively and was primarily related to purchases of property and equipment.

Previous wording

Net cash used in financing activities was $31.8 million for the twenty-six weeks ended June 28, 2026, primarily driven by repayments on term debt and notes payable, payment of dividends, distributions to noncontrolling interest holders and payments of employee stock award tax withholdings. This compares to net cash provided by financing activities of $73.7 million for the twenty-six weeks ended June 29, 2025, which was primarily driven by net borrowings on line of credit, term debt and notes payable of $97.7 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock awards tax withholdings and debt issuance costs.

Current wording

Net cash used in financing activities was $4.5 million for the thirty-nine weeks ended September 27, 2026, primarily driven by repayments on term debt and notes payable, payment of dividends, distributions to noncontrolling interest holders and payments of employee stock award tax withholdings, offset by draws on the ABL. This compares to net cash provided by financing activities of $49.5 million for the thirty-nine weeks ended September 28, 2025, which was primarily driven by net borrowings on line of credit, term debt and notes payable of $97.7 million, partially offset by the payment of dividends and distributions to noncontrolling interest holders, payments of employee stock awards tax withholdings and debt issuance costs.

Previous wording

The Company performed its latest qualitative impairment analysis on the first day of the fourth quarter of 2025 and concluded that goodwill was not impaired. During the twenty-six weeks ended June 28, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization. As of June 28, 2026, the Company's market capitalization was below its book value. The Company performed an interim impairment assessment and concluded that goodwill was not impaired as of June 28, 2026. In performing this assessment, the Company considered the relationship between its fair value and book value, economic conditions, industry trends, operating performance, and forecast of future cash flows. Subsequent to June 28, 2026, the Company entered into a definitive agreement to be acquired for $14.25 per share (see Note 16. Subsequent Events). The implied value of the consideration to be paid in the transaction exceeds the carrying value of the Company's net assets, which the Company considers to be additional evidence supporting the recoverability of its goodwill.

Current wording

The Company performed its latest qualitative impairment analysis on the first day of the fourth quarter of 2025 and concluded that goodwill was not impaired. During the thirty-nine weeks ended September 27, 2026, the Company identified certain triggering events, including a decrease in its share price and market capitalization. As of September 27, 2026, the Company's market capitalization exceeded its book value. The Company performed an interim impairment assessment and concluded that goodwill was not impaired as of September 27, 2026. In performing this assessment, the Company considered the relationship between its fair value and book value, economic conditions, industry trends, operating performance, and forecast of future cash flows. On July 20, 2026, the Company entered into a definitive agreement to be acquired for $14.25 per share. The implied value of the consideration to be paid in the transaction exceeds the carrying value of the Company's net assets, which the Company considers to be additional evidence supporting the recoverability of its goodwill.