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Utz Brands, Inc.

For the period ended Sep 27, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2026 · Filed Nov 6, 2026

UTZ$14.24-0.2%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-28; filed 2026-08-05.

0001628280-26-052899

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-09-27; filed 2026-11-06.

0001628280-26-071336

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 27 previous paragraphs and 28 current paragraphs.

22 unchanged; 5 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

Lawsuits, including securities class action lawsuits and derivative lawsuits, are often brought against public companies and their directors when companies enter into agreements for transactions similar to those contemplated by the Merger Agreement. The Company has received demand letters from several purported stockholders relating to books and records requests pursuant to Section 220 of the Delaware General Corporation Law, alleged disclosure deficiencies in the definitive or preliminary proxy statements, or appraisal pursuant to Section 262 of the Delaware General Corporation Law. In addition, on October 22, 2026, two complaints were filed in New York state court asserting claims under New York common law for negligent misrepresentation and concealment and for negligence against UBI and the members of the Board.
Reworded paragraphs (5)

Previous wording

•there may be litigation relating to the Merger, or injunctions or governmental orders initiated by a governmental entity restraining, enjoining or prohibiting the consummation of the Merger, and there may be costs related thereto; and

Current wording

•there has been and may continue to be litigation relating to the Merger, as well as stockholder demands relating to the Merger, and there may be injunctions or governmental orders initiated by a governmental entity restraining, enjoining or prohibiting the consummation of the Merger, and there may be costs related thereto; and

Previous wording

•we may be subject to legal proceedings related to the Merger;

Current wording

•we have been, and may continue to be, subject to legal proceedings and stockholder demands related to the Merger;

Previous wording

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to limit the conduct of our business to those actions undertaken in all material respects in the ordinary course of business consistent and to refrain from, among other things: incurring debt above certain limits and incurring certain capital expenditures, in each case, subject to certain exceptions set forth in the Merger Agreement. Because of these restrictions, we may be prevented from undertaking certain actions with respect to our strategic plans or the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

Current wording

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to limit the conduct of our business to those actions undertaken in all material respects in the ordinary course of business and to refrain from, among other things: incurring debt above certain limits and incurring certain capital expenditures, in each case, subject to certain exceptions set forth in the Merger Agreement. Because of these restrictions, we may be prevented from undertaking certain actions with respect to our strategic plans or the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

Previous wording

We and our directors may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Merger from being completed.

Current wording

We and our directors are and may in the future be subject to lawsuits and stockholder demands relating to the Merger, which could result in substantial costs and may delay or prevent the Merger from being completed.

Previous wording

Securities class action lawsuits and derivative lawsuits are often brought against public companies and their directors when companies enter into agreements for transactions similar to those contemplated by the Merger Agreement, and such lawsuits may be brought against us and our directors in connection with the Merger Agreement. Even if the lawsuits are without merit, these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect our business, financial position, and results of operations.

Current wording

Additional lawsuits may be filed, against the Company and its directors, and additional demand letters may be received, in connection with the Transactions. We cannot predict the outcome of such demands or complaints or other future actions. Even if lawsuits are without merit, these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect our business, financial position, and results of operations.