Utz Brands, Inc. — Director's Dealing 2024

Feb 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Utz Brands, Inc. (UTZ)
CIK: 0001739566
Period of Report: 2022-12-31

Reporting Person: Devore Cary (EVP, Chief Op & Transform Ofc)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-31	Class A Common Stock	F	24247	$15.86	Disposed	361936	Direct
2023-01-31	Class A Common Stock	F	1070	$16.24	Disposed	360866	Direct
2023-06-30	Class A Common Stock	A	896	$15.38	Acquired	361762	Direct
2023-12-29	Class A Common Stock	A	641	$15.42	Acquired	362403	Direct
2023-12-31	Class A Common Stock	F	24109	$16.24	Disposed	338294	Direct
2023-12-31	Class A Common Stock	F	2668	$16.24	Disposed	335626	Direct
2024-01-31	Class A Common Stock	A	20640	—	Acquired	356266	Direct
2024-01-31	Class A Common Stock	A	5160	—	Acquired	361426	Direct
2024-01-31	Class A Common Stock	F	2351	$16.24	Disposed	359075	Direct
2024-01-31	Class A Common Stock	A	161098	—	Acquired	520173	Direct

Footnotes

F1: Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 1, 2022.

F2: Represents shares withheld for payment of tax liability arising as a result of the vesting of a performance stock unit award reported by the reporting person in a Form 4 filed with the Commission on February 2, 2023.

F3: The shares of Issuer's Class A Common Stock were acquired on June 30, 2023 pursuant to the Utz Brands, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d).

F4: The shares of Issuer's Class A Common Stock were acquired on December 29, 2023 pursuant to the ESPP. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d).

F5: Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 2, 2023.

F6: 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, 2024, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2025, and 33.34% shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2026, subject to the reporting person's Continuous Service (as defined in the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the "EIP") to the Company through such dates and subject to certain conditions detailed in the EIP.

F7: Each of the shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the EIP, 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.

F8: Represents shares issued upon vesting of performance share unit awards, as approved on January 31, 2024 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.

F9: Represents shares withheld for payment of tax liability arising as a result of the vesting of a performance stock unit award reported by the reporting person in this Form 4.

F10: The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 50% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2025,and 50% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2026, subject to the reporting person's Continuous Service (as defined in the EIP) to the Company through such dates and subject to certain conditions detailed in the EIP.