Utz Brands, Inc. — Director's Dealing 2023

Feb 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Utz Brands, Inc. (UTZ)
CIK: 0001739566
Period of Report: 2023-01-31

Reporting Person: Devore Cary (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-30	Class A Common Stock	A	509	$13.4588	Acquired	280120	Direct
2023-01-31	Class A Common Stock	A	20340	—	Acquired	300460	Direct
2023-01-31	Class A Common Stock	A	82117	—	Acquired	382577	Direct
2023-01-31	Class A Common Stock	A	3606	—	Acquired	386183	Direct

Footnotes

F1: The shares of Issuer's Class A Common Stock were acquired on December 30, 2022 pursuant to the Utz Brands, Inc. 2021 Employee Stock Purchase Plan. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d).

F2: Each of the shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan"), made pursuant to Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F3: The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2023, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2024, and 33.34% shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2025, subject to the reporting person's Continuous Service (as defined in the Plan) to the Company through such dates and subject to certain conditions detailed in the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan.

F4: The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 100% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2024, subject to the reporting person's Continuous Service (as defined in the Plan) to the Company through such dates and subject to certain conditions detailed in the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan.

F5: Represents shares issued upon vesting of performance share unit awards, as approved on January 31, 2023 by the Compensation Committee of the Board of Directors of the Issuer. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3.