Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

UTZ BRANDS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

The Utz portfolio of brands offers a broad range of snacks that are loved for their flavors and crafted quality. From the namesake Utz®brand that has been beloved for its family-crafted flavors since 1921, to the restaurant-inspired On The Border®Tortilla Chips, Salsas and Dips, to the better-for-you snacking of Boulder Canyon - Utz brands are made with the care and passion consumers love.

PROXY SUMMARY §BOARD MEMBERS

Board Members

As of March 3, 2026, the record date for the Annual Meeting, our Board consisted of the following members:

*Denotes Independent Directors pursuant to New York Stock Exchange listing rules.

(1) Date refers to appointment as a director of Collier Creek (as defined below) prior to the Business Combination (as defined below) and Utz Brands, Inc. following the Business Combination.

PROXY SUMMARY § Our Directors' Skills and Experience

Our Directors' Skills and Experience

We believe it is important that our Board is composed of individuals reflecting the diversity represented by our associates, our customers, and our communities. In recent years, our Nominating and Governance Committee has taken this priority to heart in its nominations process and increased our focus on the diversity of our Board. In response to feedback from stockholders, we are providing the below enhanced disclosure regarding the diversity and skill set of our Board. The knowledge, skills and experience reported below were reported to us by our directors through a self-assessment questionnaire, and are intended to identify specific knowledge, skills or experiences the director nominee will contribute or has contributed to the Board. The lack of a mark does not mean a director does not possess that specific knowledge, skill or experience. Each director nominee's biography in "Proposal No. 1 Election of Directors" describes their qualifications and relevant experience in more detail.

PROXY SUMMARY §EXECUTIVE COMPENSATION PRINCIPLES

Executive Compensation Principles

The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results. Our compensation program is designed to address certain core principles:

Key Features of our Executive Compensation Program

We provide additional information regarding our executive compensation in our "Compensation Discussion and Analysis" beginning on page 31.

Our Board continues to believe that our executive compensation program and policies are effective in rewarding our executives for performance and for aligning their interests with the long-term interests of our stockholders.

PROXY SUMMARY §CORPORATE SUSTAINABILITY

Environmental, Social and Governance

In 2025, Utz maintained its commitment to transparency and accountability, informed by the principles outlined in the Sustainability Accounting Standards Board ("SASB") standards and the Task Force on Climate-related Financial Disclosures ("TCFD"). Utz's 2024 Environmental, Social and Governance ("ESG") Report highlights continued progress in addressing key ESG priorities within the business and incorporation of relevant sustainability considerations into operations. These efforts are organized around Utz's four pillars:

Sustainable Business Practices:

Utz has advanced the integration of ESG considerations into its business practices, aligning them with stakeholder priorities and applicable regulatory requirements. The Nominating and Governance Committee provides oversight to the Company's ESG initiatives, supported by cross-functional teams that embed sustainability into day-to-day operations. These teams drive key initiatives, ensuring continued alignment with stakeholder priorities and evolving regulatory standards.

Community:

Utz maintains a focus on being an engaged and responsible member of the communities it serves, and on cultivating an environment for associates in which diverse experiences and perspectives encourage collaboration and innovation.

Ethical Governance:

Integrity is a foundational principle of Utz's operations. The Company's Code of Ethics is provided to all associates at the time of onboarding and thereafter on an annual basis. An anonymous reporting mechanism is available for associates to raise concerns, which are promptly investigated. The Board of Directors provides oversight to facilitate transparency and the alignment of ESG priorities with corporate governance.

Employee Health, Safety, and Product Quality:

Utz prioritizes the health and safety of its workforce. In 2025, the Company enhanced workplace safety protocols and training programs across its facilities to support continued compliance with internal standards and regulatory requirements. Product quality and food safety were maintained through the reassessment of food safety plans, adherence to recognized certifications, and ongoing testing and auditing.

Environmental Stewardship:

Utz continues to advance its environmental stewardship efforts through ongoing evaluation and reduction of water usage, greenhouse gas emissions, and energy consumption. The Company applies the TCFD framework to assess climate-related risks and opportunities, integrating these considerations into corporate strategy. In 2025, Utz implemented measures to streamline operations across its facilities, enhancing operational efficiency and sustainability. These initiatives support improved resource utilization and reductions in greenhouse gas emissions, contributing to the Company's ongoing environmental stewardship efforts.

At Utz, our dedication to these practices is integral to our business strategy and aligned with the Company's core values. We believe these efforts support the Company's long-term performance while contributing positively to environmental and social outcomes.

PROXY SUMMARY §2027 ANNUAL MEETING OF STOCKHOLDERS

Important Dates for 2027 Annual Meeting of Stockholders

In order to have a stockholder proposal included in the proxy statement for our 2027 Annual Meeting of Stockholders, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such proposal must be received by our Corporate Secretary no later than November 12, 2026.

Notice of a stockholder nomination for candidates for the Board or any other business to be considered at our 2027 Annual Meeting of Stockholders outside of the Rule 14a-8 framework must be received by the Company between December 24, 2026 and January 23, 2027 and contain the information required by our Amended and Restated By-Laws. Any notice of director nomination submitted to the Company must include the information required by Rule 14a-19(b) under the Exchange Act.

TABLE OF CONTENTS

GENERAL INFORMATION

We are furnishing this Proxy Statement on behalf of the Board of Directors (the "Board" or "Board of Directors") of Utz Brands, Inc., a Delaware corporation (the "Company"), for use at our virtual 2026 Annual Meeting of Stockholders at 9:00 a.m., Eastern Time, on Thursday, April 23, 2026, or at any adjournment or postponement of the meeting (the "Annual Meeting"), for the purposes set forth below and in the accompanying Notice of Annual Meeting of Stockholders.

Utz Brands, Inc. was formed upon the closing (the "Closing") of the business combination (the "Business Combination") of Utz Brands Holdings, LLC ("UBH") with Collier Creek Holdings ("CCH"), a special purpose acquisition company, on August 28, 2020, at which time CCH changed its name to "Utz Brands, Inc."

In connection with the Closing of the Business Combination, we entered into an Investor Rights Agreement dated August 28, 2020 (as amended in 2021 and in 2024, the "Investor Rights Agreement") with certain counterparties including: (a) the "Continuing Members" of UBH, consisting of Series U of UM Partners, LLC and Series R of UM Partners, LLC and (b) the "Founder Holders" consisting of certain founder members of Collier Creek Partners LLC (the "Sponsor" of CCH), which was dissolved in October 2020, and their family members (together with the Sponsor, the "Sponsor Parties").

We refer to the Investor Rights Agreement throughout this Proxy Statement. Please see "Related Party Transactions - Investor Rights Agreement" for additional details regarding the terms of the Investor Rights Agreement.

As used in this Proxy Statement, unless otherwise noted or unless the context otherwise requires, the terms "we," "us," "Utz," and the "Company" and similar references refer to Utz Brands, Inc. and its consolidated subsidiaries. Unless otherwise noted or unless the context otherwise requires, "CCH" or "Collier Creek" refers to Collier Creek Holdings prior to the consummation of the Business Combination. The term "Board" refers to our Board of Directors.

On or about March 12, 2026, we will begin mailing to all stockholders entitled to vote at the Annual Meeting this Proxy Statement and the enclosed proxy materials. Although not part of this Proxy Statement, we will also mail with this Proxy Statement our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, containing our financial statements for the fiscal year ended December 28, 2025.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

DIRECTORS OF UTZ BRANDS, INC.

The name, age as of the Record Date, principal occupation for the last five years, selected biographical information and period of service for each of the nominees for election as directors and for the continuing directors are set forth below.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

PROPOSAL NO. 1: ELECTION OF DIRECTORS §DIRECTORS OF UTZ BRANDS, INC.

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

Our executive officers are elected annually and serve at the pleasure of the Board. The following sets forth the name, age as of the Record Date, position(s) with us and selected biographical information for our executive officers (as defined in Rule 3b-7 of the Exchange Act) as of the Record Date. The biography of Mr. Friedman is provided above under "Proposal No. 1: Election of Directors."

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

CORPORATE GOVERNANCE §COMMITTEES AND MEETINGS OF THE BOARD

CORPORATE GOVERNANCE

We have established corporate governance practices designed to serve the best interests of Utz and our stockholders and in compliance with the current corporate governance requirements imposed by the rules and regulations of the Securities and Exchange Commission (the "SEC") and the listing standards of the New York Stock Exchange (the "NYSE"). Our current Code of Business Conduct and Ethics, Supplier Code of Conduct, Corporate Governance Guidelines and charters for the standing committees of the Board are available on our investor website at https://investors.utzsnacks.com/investorsunder the heading "Governance - Governance Documents."

Set forth below is information regarding the meetings of the Board during fiscal year 2025, a description of the Board's standing committees and additional information about our corporate governance policies and procedures.

Committees and Meetings of the Board

Board Composition.Our business affairs are managed under the direction of our Board of Directors. Our Board of Directors consists of twelve members, divided into three classes of staggered three-year terms.

Pursuant to the Investor Rights Agreement, subject to certain step-down provisions, the Company, the Founder Holders and the Continuing Members will take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each Annual or Special Meeting of Stockholders at which directors are to be elected certain numbers of Continuing Member Nominees recommended by the Continuing Members and Sponsor Nominees recommended by the Sponsor Representative. As of the date of this Proxy Statement, the Continuing Members are entitled to designate five Continuing Member Nominees and the Sponsor Representative is entitled to designate four Sponsor Nominees under the Investor Rights Agreement. In addition, at such time as a chief executive officer that is not an affiliate of either the Continuing Members or the Founder Holders (an "Outside CEO") is elected by our Board of Directors, such Outside CEO will be elected to our Board of Directors, subject to the terms of the Investor Rights Agreement.

At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

Each director's term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

Each of our officers serves at the discretion of our Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or officers.

Meetings of the Board. Our Corporate Governance Guidelines provide that directors should make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and each year's Annual Meeting of Stockholders, and be prepared to participate in discussions of issues presented. In 2025, our Board met six times. Each director attended at least 75% of the meetings held by the Board and any committees on which they served for the periods in which they served in the aggregate. Overall, the aggregate attendance rate for meetings of the Board was over 94%.

Board Committees.Our Board has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, consisting of the following directors:

All of the committee members are "independent" under the listing standards of the NYSE. Members will serve on these committees until their resignation or until otherwise determined by our Board.

CORPORATE GOVERNANCE §COMMITTEES AND MEETINGS OF THE BOARD

Audit Committee.Craig Steeneck, Roger Deromedi, Antonio Fernandez and B. John Lindeman served as members of our Audit Committee for the entirety of fiscal year 2025. William Werzyn, Jr. was a member of the committee from September 2025 until December 2025. Under the NYSE listing standards and applicable SEC rules, all the directors on the Audit Committee must be independent; our Board has determined that each of Messrs. Steeneck, Deromedi, Fernandez, Lindeman and Werzyn are independent under the NYSE listing standards and applicable SEC rules. Mr. Steeneck serves as the Chairperson of the Audit Committee. Each member of the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Steeneck qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

Our Audit Committee is responsible for, among other things:

Our Board of Directors adopted a written charter for the Audit Committee which is available on our investor website at http://investors.utzsnacks.com/investorsunder the heading "Governance - Governance Documents."

In fiscal year 2025, the Audit Committee met eight times.

Compensation Committee. Jason Giordano, John Altmeyer, Roger Deromedi and Pamela Stewart serve as members of our Compensation Committee. Under the NYSE listing standards, we are required to have a Compensation Committee composed entirely of independent directors; our Board of Directors has determined that each of Messrs. Giordano, Altmeyer and Deromedi and Ms. Stewart are independent under the NYSE listing standards and applicable SEC rules. Additionally, pursuant to the Compensation Committee's charter, it is expected that members of the Committee will be "Non-employee Directors" for purposes of Rule 16b-3 promulgated under the Exchange Act, and our Board has determined that each of Messrs. Giordano, Altmeyer and Deromedi and Ms. Stewart are "Non-employee Directors." Mr. Giordano serves as Chairperson of the Compensation Committee.

Our Compensation Committee is responsible for, among other things:

Our Board of Directors adopted a written charter for the Compensation Committee, which is available on our investor website at http://investors.utzsnacks.com/investorsunder the heading "Governance - Governance Documents."

Under its written charter, subject to applicable law and the rules and regulations of the SEC and NYSE, the Compensation Committee may delegate any of its responsibilities to any subcommittee. In addition, subject to the terms of the underlying

CORPORATE GOVERNANCE §COMMITTEES AND MEETINGS OF THE BOARD

plan and applicable law, the Compensation Committee may delegate to one or more of the Company's officers the authority to make grants and awards of cash or options or other equity securities to any Company officer not subject to Section 16 of the Exchange Act under the Company's incentive-compensation or other equity-based plans as the Compensation Committee deems appropriate.

In fiscal year 2025, the Compensation Committee met five times.

Nominating and Corporate Governance Committee. Timothy Brown, John Altmeyer, Christina Choi and Jason Giordano serve as members of our Nominating and Corporate Governance Committee. Under the NYSE listing standards, we are required to have a nominating and corporate governance committee composed entirely of independent directors. Our Board of Directors has determined that each of Messrs. Brown, Altmeyer and Giordano and Ms. Choi are independent under the NYSE listing standards and applicable SEC rules. In 2025, Mr. Altmeyer served as the Chairperson of the Nominating and Corporate Governance Committee until May 2025, at which point Mr. Brown assumed the role.

The Nominating and Corporate Governance Committee is responsible for, among other things:

Our Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our investor website at http://investors.utzsnacks.com/investorsunder the heading "Governance - Governance Documents."

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is responsible for conducting all necessary and appropriate inquiries into the background and qualification of each potential director candidate and recommending to our Board of Directors those candidates to be nominated for election to our Board of Directors, subject to the Investor Rights Agreement or any other stockholder agreement setting forth procedures or requirements governing the nomination of directors to our Board of Directors. In identifying, evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Nominating and Corporate Governance Committee evaluates all factors that it deems appropriate, including the terms of the Investor Rights Agreement (or any other stockholder agreement applicable to us from time to time), as well as the qualifications set forth in our Corporate Governance Guidelines. It also considers specific characteristics and expertise that it believes will enhance the diversity of experience, technical skills, industry knowledge and experience, financial expertise and local or community ties of our Board of Directors. Each director is expected to be an individual of high character and mature judgment, who has familiarity with the Company's business and industry, independence of thought and an ability to work collegially.

In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers matters relating to the retirement of directors, including any term limits or age limits, as well as the performance of such directors and any other qualifications and characteristics set forth in the committee's charter.

The Nominating and Corporate Governance Committee may retain and obtain the advice of any advisor to conduct or assist with this evaluation. Ultimately, the Nominating and Corporate Governance Committee seeks to recommend to our Board those nominees whose specific experience, qualifications, attributes, diversity and skills will ensure that the Board, as a

CORPORATE GOVERNANCE §COMMITTEES AND MEETINGS OF THE BOARD

CORPORATE GOVERNANCE §COMMITTEES AND MEETINGS OF THE BOARD

our investor website at http://investors.utzsnacks.com/investorsunder the heading "Governance - Governance Documents." Any amendments to, or any waivers from a provision of, our Code of Business Conduct and Ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K would be made available on the same website.

Corporate Governance Guidelines.Our Board of Directors adopted Corporate Governance Guidelines, which address items such as the qualifications and responsibilities of our directors and director candidates and the corporate governance policies and standards applicable to our Board. The Corporate Governance Guidelines reflect the Board's commitment to effective corporate governance of Utz, with a view to enhancing long-term stockholder value. Topics addressed in the Corporate Governance Guidelines include, without limitation:

A copy of the Corporate Governance Guidelines is available on our investor website at http://investors.utzsnacks.com/investorsunder the heading "Governance - Governance Documents."

Risk Management.Utz's management is responsible for the day-to-day risk management of the Company, subject to oversight by the Board and its committees with regard to the major risks inherent in our business, including strategic, regulatory, compliance, operational, financial, reputational and cybersecurity risks, and the efforts of management to address and mitigate such risks.

Our Board receives regular reports concerning our risk assessment and risk management from the Audit Committee, which meets periodically with our independent auditors, with our legal counsel and with management, to discuss the Company's major risk exposures and the steps that management has taken to monitor and control such exposures. In addition to receiving regular reports from the Audit Committee related to financial risks, the Board also reviews information regarding other risks (including, without limitation, cybersecurity risks as further discussed in Item 1C of our annual report on Form 10-K for the fiscal year ended December 28, 2025) through regular reports of its other committees, including information regarding compensation-related risk from the Compensation Committee and governance-related risk from the Nominating and Corporate Governance Committee. In 2020, the Board adopted a clawback and forfeiture policy which was amended effective October 2023 (the "Clawback Policy"), which, among other things, enables the Board, through the Compensation Committee, to enhance the Company's risk management by providing for the recoupment or forfeiture of certain incentive-based compensation in the event of financial misstatements or other egregious misconduct by executives that had a detrimental effect on the Company. A copy of our Clawback Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks that we face.

Executive Sessions of Non-Management Directors.In accordance with our Corporate Governance Guidelines, our non- management directors meet in executive session for a portion of most Board meetings with only the Corporate Secretary present in instances where the presence of the Corporate Secretary was requested by our Board or the Chairperson. The Chairperson (if separate from the Chief Executive Officer) or the Lead Independent Director, if any, or a director designated by the non-management directors, presides at executive sessions of the Board. The Board believes that executive sessions foster free and open communication among the non-management directors, which adds to the effectiveness of the Board, as a whole.

CORPORATE GOVERNANCE §CORPORATE GOVERNANCE POLICIES

Consideration and Determination of Executive and Director Compensation.The Compensation Committee has the primary authority to establish and review our overall compensation philosophy and to establish compensation for our executive officers, subject to such further action of our Board, with input from the Compensation Committee. The Board establishes and reviews appropriate compensation for our Chief Executive Officer. In establishing executive officer compensation, the Compensation Committee uses its evaluation of the executives' performance and responsibilities, our overall performance and our Chief Executive Officer's recommendations with respect to the other executive officers. In addition, the Compensation Committee has engaged an independent compensation consultant to advise regarding the status of Utz's executive officer and director compensation in relation to comparable companies.

Management plays a significant role in the executive compensation-setting process. The most significant aspects of management's role are:

From time to time, the Compensation Committee may invite to its meetings any director, member of management and such other persons as it deems appropriate in order to carry out its responsibilities. Typically, the Company's Chief Executive Officer reviews the performance of senior management and makes a recommendation on compensation levels. In addition, our executive officers and other invited attendees answer questions posed by the Compensation Committee.

Under our Corporate Governance Guidelines, the compensation of non-employee directors is determined by the Board upon recommendation of the Compensation Committee. The guidelines further provide that non-employee directors are expected to receive a portion of their annual retainer in the form of equity. Employee directors are not paid additional compensation for their services as directors.

Insider Trading Policy. Our Board has adoptedan Insider Trading Policy that, among other things, prohibits certain persons who are aware of material non-public information about a company from: (i) trading in securities of that company; or (ii) providing material non-public information about that company to other persons who may trade on the basis of that information (as amended, the "Insider Trading Policy"). The Insider Trading Policy is amended quarterly to update the list of covered persons set forth on Schedule A to the policy. The Insider Trading Policy is intended to promote compliance with federal, state and foreign securities laws, NYSE listing standards and our obligations as a "control person" under the Insider Trading and Securities Fraud Enforcement Act of 1988 and Section 20(a) of the Exchange Act and the regulations thereunder, which include acting in good faith and avoiding directly or indirectly inducing the act or acts of violation or cause of action with respect to certain insider trading laws. The Insider Trading Policy also governs the purchase and sale and other disposition of Company securities by our directors, officers and associates and by the Company itself. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

Restrictions on Short Sales or Speculative Transactions by All Directors and Associates. The Board believes that it is undesirable for our directors, officers and associates to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety. Therefore, our directors, officers, and associates (and their affiliates), whether or not in possession of material non-public information, are generally prohibited from: (i) selling our securities that are of the same class during the six months following the purchase (or vice versa), (ii) selling our securities "short" (i.e., selling stock that is not owned and borrowing the shares to make delivery), (iii) transacting in put options, call options or other derivative securities, on an exchange or in any other organized market, (iv) engaging in hedging or monetization transactions, such as the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, and (v) participating in certain other transactions set forth in our Insider Trading Policy.

Committee Authority to Retain Independent Advisors. The charters of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee provide that each such committee has the authority to retain independent advisors, counsel, experts and consultants, with all fees and expenses paid by the Company.

Board Leadership Structure.Our current Board leadership structure separates the positions of Chief Executive Officer, Chairperson of the Board, and Lead Independent Director of the Board. The Board believes that this structure is appropriate for the Company because it allows for a division of responsibilities and the sharing of ideas between individuals having different perspectives. Our Chief Executive Officer, who is also a member of our Board, is primarily responsible for our operations and strategic direction. Our Chairperson is a non-independent director on our Board, and he, along with our Lead

CORPORATE GOVERNANCE §COMMITTEES AND MEETINGS OF THE BOARD

Independent Director, are primarily focused on matters pertaining to corporate governance, including strategic guidance. Our Corporate Governance Guidelines specify that when the Chairperson of the Board is a director who does not otherwise qualify as an independent director, a Lead Independent Director shall be elected annually by plurality vote of the independent directors, pursuant to a secret ballot, following nomination by the Nominating and Corporate Governance Committee. On December 15, 2022, Mr. Deromedi was appointed to the position of Lead Independent Director and Mr. Lissette was appointed Executive Chairperson, and in May 2023, Mr. Lissette transitioned to the role of Chairperson. The Lead Independent Director helps coordinate efforts of the independent and non-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and on the performance of senior management.

Policy for Director Attendance at Annual Meetings. Under our Corporate Governance Guidelines, each director is strongly encouraged to attend each Annual Meeting of Stockholders. All but one of our current directors attended the 2025 Annual Meeting of Stockholders.

Process for Interested Parties to Send Communications to the Board. Our Corporate Governance Guidelines provide that any interested parties, including our stockholders, who wish to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Corporate Secretary of the Company, 900 High Street, Hanover, Pennsylvania 17331 or [email protected]. Such communications may be done confidentially and/or anonymously. Communications received are forwarded directly to Board members. The Corporate Secretary may exclude a communication if it is illegal, unduly hostile or threatening or similarly inappropriate.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Committee engaged an independent compensation consultant, F.W. Cook, to provide compensation advice in 2025. The compensation consultant is retained directly by our Compensation Committee and performs no consulting or other services for us or members of our management. Our Compensation Committee reviewed the independence of F.W. Cook under NYSE and SEC rules and concluded that the work of F.W. Cook has not raised any conflicts of interest.

Key 2025 Financial Highlights

Despite the challenges posed by inflation and category dynamics throughout fiscal year 2025, the Company continued to deliver consistent progress:

Compensation Program Objectives and Design

Our primary objective in establishing our comprehensive compensation program is to be able to successfully recruit, retain and properly incentivize high-level talent to work for and ultimately add value to our business for the benefit of our stockholders, in accordance with our pay for performance philosophy.

Our compensation program is designed to reward performance, which in turn creates value for our stockholders. Performance is reviewed annually for both our executives individually and our business as a whole. When annual Company or individual performance goals are not met, certain elements of the compensation program (including annual bonuses and certain equity grants) are not paid or do not vest.

The compensation program is not only designed to drive short-term results (annual performance), but also to build long-term intrinsic value. Therefore, associate equity programs, which are discussed in more detail below, are key elements of the compensation program.

Each element of the overall comprehensive compensation program is intended to be competitive with similar elements offered by other like-sized companies and competitors.

We designed most of the significant elements of our comprehensive compensation program by soliciting input from our Executive Leadership Team, which generally refers to our full-time associates having a title of Executive Vice President or higher. This process is led by our Chief Executive Officer, with additional input from the Chairperson of the Board, our Executive Vice President & Chief People Officer, our Lead Independent Director, the members of our Compensation Committee, representatives of F.W. Cook and other members of the Board. These parties annually review significant compensation elements.

After receipt of the input noted and development of proposed plans, such plans are presented to the Compensation Committee, which determines the terms of and ultimately adopts our compensation program. None of our executive officers participate in discussions involving their own compensation. The Compensation Committee reviews and approves annual compensation elements such as bonus plan structure, and our Board reviews full-year sales, earnings and management performance based on the Company objectives.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Our Stockholders Strongly Approve of Our Pay Practices

Last year, our stockholders overwhelmingly approved our "say-on-pay" resolution, with more than 94% of the combined votes cast by the holders of the Class A Common Stock and Class V Common Stock in favor. Our Compensation Committee believes the results of last year's "say-on-pay" vote affirmed our stockholders' support of our Company's executive compensation program. Consequently, our approach to executive compensation in fiscal year 2025 was substantially the same as the approach stockholders approved in fiscal year 2024.

Peer Group

The Compensation Committee, in consultation with F.W. Cook, has identified a peer group of 11 publicly traded companies to be used as a competitive reference point in determining total compensation packages for our Executive Leadership Team, including the named executive officers. Our peer group includes consumer products companies, most of which are focused on food and beverage in North America and which are similar to us with respect to revenue (peer group median revenue $1.8 billion as of Fiscal Year 2025 end) and market capitalization (peer group median market capitalization $1.5 billion as of Fiscal Year 2025 end). Peer group selection included companies in the Global Industry Classification Standard in the sub-industry categories of packaged foods and meats and personal products. For purposes of evaluating fiscal year 2025 compensation decisions, the Compensation Committee utilized the same peer group used for fiscal year 2024 compensation decisions. As of December 28, 2025, our revenue was approximately $1,438.8 million and our market capitalization was approximately $1.494 billion (on a fully-converted basis).

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

The four major compensation elements for our Executive Leadership Team consist of (i) Base Salary, (ii) Annual Cash Short-Term Incentive Awards Program, (iii) Long-Term Incentive Awards, and (iv) Severance. The table below lists the key elements of our 2025 compensation program for our Executive Leadership Team and outlines the objectives and key features of these elements, as well as the percentage range for each element in our Executive Leadership Team compensation package. We generally construct this program with consideration of the median compensation package for our peer group. While the Compensation Committee considers relevant market pay practices when setting executive compensation, the Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels. The factors that influence the amount of compensation awarded include market competition for a particular position, experience and past performance inside or outside the Company, roles and responsibilities within the Company, tenure with the Company and associated institutional knowledge, and succession planning.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Compensation Components

Base Salary

Base salaries are intended to compensate the executive officers and all other salaried associates for their services performed for us on an annual basis. In setting base salaries, we take into account the associate's experience, the functions and responsibilities of the job, salaries for similar positions within our peer group and for competitive positions in the food industry generally and any other factors relevant to that particular job. Generally, we attempt to pay at the median of our peer group for each position but do not confine ourselves to this practice if other factors such as experience warrant a lower or higher base salary. Base salaries may be adjusted annually based on performance and, in some circumstances, adjusted throughout the year to address competitive pressures or changes in job responsibilities. Our Chief Executive Officer recommends to the Compensation Committee the base salaries for Executive Leadership Team officers, other than with respect to himself. The Chief Executive Officer's base salary and annual merit adjustment are approved by the Compensation Committee, subject to such further action that the Board of Directors shall determine.

Base Salary Adjustments

In January 2025, each of the then-serving named executive officers received a merit increase to his or her base salary based on his respective performance in the preceding year. Such merit increases ranged from 2.7% to 6.5% of base salary based on individual performance and peer group comparisons. The merit increases were consistent with our efforts to maintain compensation at approximately the median level of our peer group. Mr. Kelley's base salary was established at the time he joined the Company in April 2025 based on market data.

The table below reflects the base amounts that were prescribed for fiscal year 2025 and not actual base pay received.

Annual Cash Short-Term Incentive Award Program ("Annual Bonus Plan" or "ABP")

2025 ABP Design

Our 2025 ABP provides for a cash bonus to our management team, including our named executive officers, upon achievement of specific performance milestones for the Company and the participants. We use our ABP to reward the achievement of our annual financial performance goals, and to establish appropriate company performance expectations to hold our executives accountable for our continued growth and financial performance, specifically for achieving annual sales targets, annual profit goals, and company objectives.

Awards under the ABP were calculated by multiplying a participant's base salary for fiscal year 2025 by the individual's target award percentage, and multiplying the result by the sum of 40% of our Adjusted EBITDA score, 40% of our Net Sales score and 20% of the Objectives, Goals, Strategies, and Metrics ("OGSMs") score, which we refer to, collectively, as the "Company Rating" and multiplying the total by the Individual Performance Factor ("IPF"), as follows:

ANNUAL BONUS =

BASE SALARY X TARGET %

X COMPANY RATING X IPF

For each performance measure, 100% of the bonus opportunity will be paid with respect to such metric if target performance is achieved, and a bonus ranging from 50% to 200% would be paid with respect to such performance measure at the threshold and maximum results. No bonus will be allocated to a performance measure if the minimum threshold results are

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

not achieved. The formula for fiscal year 2025 was constructed with upside potential so that if we exceeded our Company and individual target performance, the annual bonus could be greater than 100% of the target annual bonus but could not exceed 200% of the bonus target.

As part of our annual budget, the Board approves the pool for the ABP, and the Compensation Committee approves actual payment of bonuses pursuant to the ABP and the bonuses paid to, or accrued on behalf of, the named executive officers. The Compensation Committee does not have the discretion to award bonuses under the ABP if the applicable performance factors have not been met.

Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

For fiscal year 2025, the Compensation Committee confirmed that the factors for the ABP would be Adjusted EBITDA, net sales, and defined annual goals through the OGSM system. These performance measures were viewed as most directly aligning with our operational strategy and generally we believe have the best correlation with stockholder value. For fiscal year 2025, the Company shifted its ABP percentage weighting of Adjusted EBITDA from 50% in 2024 to 40% in 2025, and Net Sales Score from 30% in 2024 to 40% in 2025, which was intended to create a more balanced emphasis on the two metrics.

The Adjusted EBITDA and net sales goals for fiscal year 2025 are set forth below:

The Adjusted EBITDA and net sales goals and results were calculated for the purposes of the ABP in accordance with pre-established rules established by our Compensation Committee.

Net sales was defined as net sales calculated in accordance with GAAP. Adjusted EBITDA was defined as Net Income before Interest, Income Taxes, and Depreciation and Amortization, further adjusted to exclude certain non-cash items, such as stock-based compensation, hedging and purchase commitments adjustments, and asset impairments; acquisition and integration costs; business transformation initiatives; and financing-related costs. In addition, Adjusted EBITDA excludes the effects of changes in GAAP and business combinations and divestitures subject to pre-established criteria and thresholds, where applicable.

In 2025, we set forth the below three primary objectives in our OGSM system. OGSMs are departmental objectives, goals, strategies, and metrics that drive specific functional priorities in the organization. These OGSMs are then cascaded deep into the organization with subordinate goals and strategies that support the larger OGSMs. Management, under the Compensation Committee's supervision, implemented the following objectives through individual projects:

Our performance against the OGSM component of the ABP was determined by the Compensation Committee with input by management based on its assessment of performance, using the following:

Individual Performance Factor (IPF)

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Each named executive officer has individual objectives set at the beginning of each year, as shown below, which are reflective of his or her responsibilities based on his or her role. The Compensation Committee determines an IPF for the Chief Executive Officer based on a review of his performance during the fiscal year. For the other executive officers, the Chief Executive Officer recommends an IPF at the end of the performance year based on the achievement against the individual objectives, and the IPFs are reviewed and approved by the Compensation Committee.

2025 ABP Results

The actual net sales performance for ABP was $1,439 million, which resulted in an 80% payout for this component of the ABP. The actual Adjusted EBITDA performance was $216.5M, which was adjusted to $212M for ABP purposes to include bonus expense, resulting in an Adjusted EBITDA payout of 50%.

Our actual OGSM percentage, awarded by the Board of Directors, resulted in a 50% score for this component of the ABP based on a review of the overall performance of the Company against the OGSM goals. The Board of Directors assigned this payout component based on executing on continued opportunities in convenience store channels, free cash flow performance, and integrated business planning performance.

The Compensation Committee evaluated the individual contributions of our Chief Executive Officer, our Chief Financial Officer, and the contributions of our remaining named executive officers, in addition to their efforts in delivering our overall results and operational goals. In evaluating the individual performance of our named executive officers, the following scores were determined based on performance against individual objectives:

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Based upon the Company score and the individual scores, the 2025 ABP Awards were calculated as follows:

Annual bonuses for 2025 were approved by the Compensation Committee in February 2026.

Long-Term Incentives

2020 Omnibus Equity Incentive Plan

We maintain the 2020 Omnibus Equity Incentive Plan (as amended, the "2020 Omnibus Equity Incentive Plan"), which allows us to provide our named executive officers and other key associates with equity-based, long-term incentives. The equity awards are also subject to service conditions, which are more fully described below, that are meant to serve as a retention tool.

The Compensation Committee and senior management monitor the Company's equity grant practices to evaluate whether such practices comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee's practice is to approve them at its meeting in January as part of the annual compensation review and after results for the preceding fiscal year become available. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information ("MNPI") nor does the Company time the release of MNPI based on equity grant dates.

The table below sets forth the fiscal year 2025 target award value, as of the date of grant, of the annual long-term incentive awards for each of our named executive officers under our 2020 Omnibus Equity Incentive Plan. Annual long-term incentive awards to our named executive officers are delivered 50% in PSUs and 50% in RSUs. While annual long-term incentive awards to named executive officers are split evenly between PSUs and RSUs, pursuant to the terms of his offer letter, Mr. Kelley received aninitial award under the Company's OEIP comprised 75% of PSUs and 25% of RSUs.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

In Fiscal Year 2025, each of Mr. Friedman and Ms. Shea was granted an additional PSU award in the amounts set forth below. Such additional award was issued upon review of peer compensation data, and was intended to align such executive's total direct compensation more closely with peer median. The Compensation Committee elected to deliver the additional compensation in the form of PSUs rather than in the form of cash compensation in order to further align Mr. Friedman's and Ms. Shea's interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company's long-term strategy.

See "Grants of Plan Based Awards - Fiscal Year 2025" for a discussion of the fiscal year 2025 awards granted to our named executive officers pursuant to the 2020 Omnibus Equity Incentive Plan.

Performance Stock Units

Our PSUs provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to our relative total stockholder return ("TSR"). The number of shares subject to the PSUs that vest and are settled at the end of each three year performance period is based on the Company's cumulative TSR relative to the TSR of members of a performance peer group.

In connection with the PSU awards, the Compensation Committee approves a performance peer group as a means of establishing performance targets for such awards. At the end of the performance period, our TSR position will be ranked relative to the TSR of each member of the performance peer group. Our performance is measured against the companies in the performance peer group that remain within the performance peer group for the entire performance period, subject to the terms of the PSU award agreement.

PSU Awards Issued Prior to Fiscal Year 2024:

Pursuant to the PSU awards issued prior to fiscal year 2024, TSR for the Company and each other member of the performance peer group is determined by dividing (i) the sum of (A) the difference obtained by subtracting the volume weighted average closing market prices of the relevant company's common stock on the principal exchange on which such stock is traded for the ten consecutive days ending on the trading day preceding the first trading day of the applicable performance period (the "Pre- 2025 Beginning Price") from the volume weighted average closing market prices of the relevant company's common stock on the principal exchange on which such stock is traded for the ten consecutive days ending on the trading day preceding the last trading day of the applicable performance period, plus (B) all dividend and other distributions on the respective shares during the applicable performance period by (ii) the Pre-2025 Beginning Price.

Under these awards, the total number of PSUs that vest is based on the ranking of our total stockholder return relative to the total stockholder return of each of our peer companies(1), and ranges from a 200% payout for ranking in the 90th percentile or above, to 150% for raking in the 70th percentile, 100% payout for ranking at the 50th percentile, 50% payout for ranking at the 30th percentile, and 0% payout for ranking below the 30th percentile with percentiles interpolated between these payouts.

The performance peer group for purposes of the December 15, 2022 and January 31, 2023 PSUs included the following twelve companies: Tootsie Roll Industries, B&G Foods, Inc., BellRing Brands, Inc., Calavo Growers, Inc., Flowers Foods, Inc., J&J Snack Foods Corp., John B. Sanfilippo & Sons, Inc., The Marzetti Company (f/k/a Lancaster Colony Corporation), TreeHouse Foods, Inc., Prestige Consumer Healthcare Inc., The Hain Celestial Group, Inc., and The Simply Good Foods Company.

The number of PSUs earned under grants made on December 15, 2022 over a performance period ending on December 31, 2025 was 90% based on TSR results during the completed performance period in the 46th percentile.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

The number of PSUs earned under the grant made on January 31, 2023 over a performance period ending on December 31, 2025 was 90% based on TSR results during the completed performance period in the 46th percentile.

PSU Awards Issued in Fiscal Year 2025:

In fiscal year 2025, we made changes to how we measured our relative TSR performance for purposes of our PSUs, including a change of our performance peer group to the S&P Packaged Foods & Meat Index, as well as changes to the percentile rankings under which payouts are calculated. Under the fiscal year 2025 PSUs, the total number of PSUs that vest is based on the ranking of our TSR relative to the TSR of the S&P Packaged Food & Meat Index, and ranges from a 200% payout for ranking in the 75th percentile or above, to 100% payout for ranking at the 50th percentile, 50% payout for ranking at the 25th percentile, and 0% payout for ranking below the 25th percentile, with percentiles interpolated between these payouts. These structure changes were made with input from the Committee's compensation consultant to better align the Company to the peer set and large-cap consumer goods PSU programs.

Under the PSUs issued in fiscal year 2025, TSR for the Company and each other member of the S&P Packaged Food & Meat Index is determined by dividing (i) the sum of (A) the difference obtained by subtracting the volume weighted average closing market prices of the relevant company's common stock on the principal exchange on which such stock is traded for the thirty consecutive days ending on the trading day preceding the first trading day of the applicable performance period (the "Beginning Price") from the volume weighted average closing market prices of the relevant company's common stock on the principal exchange on which such stock is traded for the thirty consecutive days ending on the trading day preceding the last trading day of the applicable performance period, plus (B) all dividend and other distributions on the respective shares during the applicable performance period by (ii) the Beginning Price.

When PSUs become vested, the holder is entitled to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the PSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the PSUs are forfeited).

Restricted Stock Units

Our RSUs represent the right to receive one share of our Class A Common Stock upon vesting, provided that the recipient remains employed with us through the vesting date and subject to certain forfeiture conditions. Our RSUs are generally subject to 1/3 pro-rata vesting over the course of a three-year period. Such forfeiture conditions include (a) forfeiture of any unvested or vested but unsettled RSUs upon determination by the Compensation Committee that the participant has breached or threatened to breach covenants set forth in the RSU award agreements, and (b) forfeiture to the extent a participant's RSUs have not yet vested when participant's employment ends.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

RSUs that become vested also entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the RSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the RSUs are forfeited).

Employment Arrangements

The Company generally executes an offer of employment before an executive joins the Company or in connection with a change in role. This offer describes the basic terms of the executive's employment, including his or her start date, starting salary, annual incentive target and long-term incentive award target. The terms of the executive's employment are based thereafter on sustained good performance rather than contractual terms, and the Company's policies, such as the Utz Brands, Inc. Change in Control Severance Benefit Plan, will apply as warranted. Except as described in "Severance, Change of Control and Other Programs - Change in Control, Severance and Retirement Benefits," each of the named executive officers is employed on an at-will basis.

Consistent with our past practices, on April 16, 2025 we entered into an offer letter with respect to Mr. Kelley's appointment to the position of Executive Vice President, Chief Financial Officer and Principal Accounting Officer. Mr. Kelley's offer letter sets forth the basic terms of his employment, including his initial annual base salary, long-term incentive award information, and eligibility to receive an annual bonus. Mr. Kelley's offer letter also provides for a one-time signing bonus of $50,000.

Deferred Compensation Plan

We maintain a nonqualified deferred compensation plan, the Utz Quality Foods, Inc. Nonqualified Deferred Compensation Plan which permits each associate selected by us to participate in the plan to defer from base salary up to the lesser of $999,999 or 50% of the participant's base salary, and the full annual bonus, if any, paid to such associate. Amounts contributed to the plan by the participant are fully vested at the time of contribution. The contributed amounts are held in a grantor trust by us and invested pursuant to instruction by the participants. Except in connection with an unforeseeable emergency, death, disability, or if we decide to distribute all amounts credited to a participant's account in connection with a change in control, the amounts credited to such participant's account will not be distributed until either a date specified by the participant or the participant's separation from service from our Company. Distributions from the participant's account may be made either in a lump sum or monthly payments over a period that may be between one year and five years.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Potential Payments Upon Termination or Change in Control

The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our 2025 fiscal year.

On April 16, 2025, the Company and Mr. Kataria mutually determined that, effective as of May 1, 2025 (the "CFO Effective Date"), Mr. Kataria would no longer serve in his roles as the Company's Executive Vice President, Chief Financial Officer and Principal Accounting Officer (the "CFO Transition"), and that such CFO Transition would constitute a termination without cause by the Company under the Company's Executive Severance Benefit Plan (the "Severance Plan"). Mr. Kataria remained with the Company following the CFO Effective Date in a special advisor role to assist with special projects and the CFO Transition through May 31, 2025 and was eligible to receive severance in the amount of $558,250 and a pro-rated bonus in the amount of $98,124 per the terms of the Severance Plan. Under the terms of his separation, Mr. Kataria will continue to vest in his outstanding RSUs and PSUs granted in his 2022, 2023 and 2024, with performance stock units subject to vesting based on actual performance (estimated value of $827,090, based on the stock price as of May 16, 2025 and assuming target performance for the PSUs).

Severance, Change of Control and Other Programs

Change in Control, Severance and Retirement Benefits

Our severance plans provide benefits in the form of a temporary source of income in the event an executive officer is involuntarily separated from service. We believe our severance benefits are generally consistent with peer companies and help the Company to remain competitive for recruiting purposes while encouraging retention of talent.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Utz Brands, Inc. Executive Severance Benefit Plan

We maintain the Utz Brands, Inc. Executive Severance Benefit Plan (the "Severance Plan") pursuant to which we provide severance benefits to our Executive Leadership Team (consisting of each of our Executive Officers - see "Executive Officers of Utz Brands, Inc." - in this instance, other than the Chief Executive Officer) and each member of the Executive Officer Team (generally, consisting of full-time associates with the title of Senior Vice President and any other associate designated by the Compensation Committee). Subject to the execution and non-revocation of a release and non-competition agreement by an eligible associate, upon a "qualifying termination" (as defined below) and satisfaction of each of the other conditions set forth in the plan, (x) an eligible associate who is a member of the Executive Leadership Team will receive in equal installments 100% of his or her annual base salary in the form of payroll continuation payments beginning on the first day of the payroll period immediately following both the termination date and the date on which the release and non-competition agreement becomes effective and non-revocable (the "Payment Commencement Date") and ending on the one-year anniversary of the Payment Commencement Date, and (y) an eligible associate who is not a member of the Executive Leadership Team will receive in equal installments 50% of his or her annual base salary in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the six-month anniversary of the Payment Commencement Date or the termination date.

In addition, if an eligible associate experiences a qualifying termination under the plan and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible associate will receive a payment equal to the annual bonus, calculated based on actual performance during the applicable performance period and prorated based on the number of days during the applicable performance period that the eligible associate was employed by us and paid at the time that annual bonuses are paid to our active associates. Eligible associates will also receive outplacement services during the severance period and are permitted to continue certain health and welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), for up to 18 months following the termination date.

For purposes of the Severance Plan, a "qualifying termination" means a termination by the Company other than for cause and other than during an eligible associate's disability and, with respect to members of our Executive Leadership Team, with a resignation for good reason.

In the event that an eligible associate becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person or an affiliate of such person whose actions result in a change in control that may separately or in the aggregate constitute a "parachute payment" within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible associate either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an "excess parachute payment," whichever of the foregoing amounts results in the receipt by the eligible associate, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax.

Utz Brands, Inc. Change in Control Severance Benefit Plan

We also maintain the Utz Brands, Inc. Change in Control Severance Plan, pursuant to which we provide severance benefits to the Chief Executive Officer and other members of our Executive Leadership Team and other associates selected by the Compensation Committee. Subject to the execution and non-revocation of a release and non-competition agreement by an eligible associate and satisfaction of each of the other conditions set forth in the plan, upon a termination of employment (a) either (i) by us (other than for cause and other than during an eligible associate's disability), (ii) by such eligible associate for good reason, in each case within the 90 days prior or two years following a change in control, or (b) at the request of an acquirer or potential acquirer in connection with, or prior to, a change in control (each, a "Change in Control Termination"), (x) the Chief Executive Officer will receive in equal installments 200% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments, beginning on the Payment Commencement Date and ending on the two-year anniversary of the Payment Commencement Date, and (y) an eligible associate who is a member of the Executive Leadership Team will receive in equal installments 150% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the 18-month anniversary of the Payment Commencement Date. Other participants, if any, will receive such amounts as determined by the Compensation Committee. In addition, in the event the Chief Executive Officer experiences a termination of employment for good reason or experiences a termination of employment by us other than for cause and other than during the Chief Executive Officer's disability, that is not a Change in Control Termination (a "Chief Executive Officer Non-Change in Control Termination"), then beginning on the Payment Commencement Date and ending on the last day of the 18-month anniversary of the Payment Commencement Date, the Chief Executive Officer will be entitled to receive in equal installments 150% of his or her annual base salary in the form of payroll continuation payments.

In addition, if an eligible associate experiences a qualifying Change in Control Termination or Chief Executive Officer Non-Change in Control Termination and on the termination date was eligible to earn a performance based annual cash bonus in

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

respect of the fiscal year in which the termination date occurs, the eligible associate will receive an annual bonus based on actual performance and prorated based on the number of days during the applicable performance period that the eligible associate was employed by us and paid at the time that annual bonuses are paid to our active associates. Upon a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination, eligible associates will also receive outplacement services during the severance period and continuation of welfare benefits under COBRA for up to 18 months following the termination date.

In the event that an eligible associate becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person or affiliate of such person whose actions result in a change in control that may separately or in the aggregate constitute a "parachute payment" within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible associate either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an "excess parachute payment," whichever of the foregoing amounts results in the receipt by the eligible associate, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax.

Profit Sharing/401(k) Plan

We maintain a contributory 401(k) retirement plan, the Utz Quality Foods, LLC Profit Sharing/401(k) Plan. In 2025, eligible associates could contribute up to 50% of their salary to the plan, subject to limitations under applicable federal tax laws. The plan provided for matching contributions of up to 100% of deferrals made by all participants, not to exceed 4% of participant's wages. In addition, we may make discretionary, or profit sharing, contributions to the plan only to the hourly associates.

Oversight of Risks Related to Compensation Policies and Practices

The Compensation Committee oversees risks related to our compensation policies and practices. The Compensation Committee annually reviews and approves our compensation philosophy and strategy which includes a review of (a) our compensation policies and practices for executives, and associates generally to assess whether such policies and practices could lead to excessive risk-taking behavior and (b) the manner in which any risks arising out of our compensation policies and practices are monitored and mitigated. As part of this review, the Compensation Committee engaged F.W. Cook. during fiscal year 2025 to deliver a report and assist with the risk assessment of our executive compensation program. The Compensation Committee reviewed our compensation programs for executives and associates, including our annual cash short-term incentive awards and long-term incentive awards programs and found that our incentive programs mitigate excessive risk-taking by our executives, and associates by prioritizing our long-term strategic goal of creating and enhancing value over short-term market changes. Additional findings are detailed below:

As a result of this review, the Compensation Committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company.

Clawback Policy

In connection with the SEC's and NYSE's rules requiring adoption of a clawback policy applicable to incentive-based compensation for Section 16 officers of listed companies, the Company has adopted the Utz Brands, Inc. Amended and Restated Clawback and Forfeiture Policy (the "Clawback Policy"). Current Section 16 officers of the Company have agreed in writing that the Clawback Policy applies to various agreements, plans and arrangements between such Section 16 officers and the Company or its subsidiaries. Under the Clawback Policy, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Company will recoup any

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

erroneously awarded incentive-based compensation from the Company's current and former executive officers. In addition, in the event a Section 16 officer engages in egregious behavior, the Clawback Policy provides that the Company may require such Section 16 officers to reimburse the Company for all or a portion of its incentive-based compensation received by such Section 16 officer during the three-year period preceding the date on which the Company discovers such conduct. Further, under the Company's 2020 Omnibus Equity Incentive Plan, equity awards pursuant to the plan may be clawed back where a participant has engaged in certain behavior in violation of certain restrictive covenants.

Covenants and Clawback

Each of the executives who is granted an option, RSU or PSU is subject to restrictive covenants related to non-competition and non-solicitation for six months following any termination of employment (or, if longer, the period in respect of which the executive receives severance benefits) and covenants for an indefinite period of time covering confidentiality and non-disparagement. Under the award agreements, if the Compensation Committee determines that the participant has breached or threatened to breach any restrictive covenant, the participant will be required to pay us an amount equal to the proceeds received upon the sale or disposition of the equity award and any shares issued in respect of any such equity award.

Stock Ownership

One of the key objectives of our executive compensation program is to align the interests of our directors, and our executive officers including our Chief Executive Officer, with the long-term interests of our stockholders. We believe that an effective way of achieving this alignment is to require that each of our directors and executive officers is a stockholder and has a significant financial interest in our business. Accordingly, our Board adopted Stock Ownership Guidelines, which require our Chief Executive Officer, executive officers, and our directors, to own securities having a certain value equal to their base salary or Board retainer, as applicable. In setting stock ownership guidelines for our executive officers, we have implemented separate guidelines for our Chief Executive Officer, our Executive Leadership Team (meaning any associate with a title of "Executive Vice President," or above (excluding the Chief Executive Officer), and any other associate designated by the Compensation Committee of the Company from time to time). Our Stock Ownership Guidelines require our Chief Executive Officer, Executive Leadership Team, our Chairperson and our non-employee directors to own our securities having a value equal to the amounts set forth below (the "Minimum Ownership Guidelines"):

If the covered executive is below the annual Minimum Ownership Guidelines in any given review year, he/she must retain (and not sell) 100% in the case of our Chief Executive Officer and 50% in the case of any other members of the Executive Leadership Team of any eligible shares provided to him/her pursuant to any RSU or PSU award (or any other similar awards) after required tax withholding obligations.

If a Director, Chairperson or Chairperson Emeritus is below the annual Minimum Ownership Guidelines in any given review year, he/she must retain (and not sell) 100% of any eligible shares provided to him/her pursuant to any RSU or PSU award (or any other similar awards).

Annual review of compliance with the above guidelines occurs each June. For the purposes of these Stock Ownership Guidelines, eligible shares shall include Company Class A Common Stock and securities convertible into shares of Class A Common Stock owned by Directors/Officers or their Affiliates, as defined in the Guidelines. Unvested or unearned PSUs and unexercised stock options are not considered eligible shares and do not count towards the ownership guidelines.

During fiscal year 2025, each of our directors and members of the Executive Leadership Team were in compliance with our Minimum Ownership Guidelines.

EXECUTIVE AND DIRECTOR COMPENSATION §COMPENSATION DISCUSSION AND ANALYSIS

Restrictions on Short Sales or Speculative Transactions by All Directors and Associates

See "Corporate Governance - Corporate Governance Policies - Restrictions on Short Sales or Speculative Transactions by All Directors and Associates" for a description of our restrictions on short sales or speculative transactions by all of our directors and associates.

REPORT OF COMPENSATION COMMITTEE

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act that might incorporate by reference this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any such filings.

The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this Proxy Statement with the Company's management. Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" section be included in this Proxy Statement and incorporated by reference into the Company's Annual Report on Form 10-K for its 2025 fiscal year.

Jason K. Giordano (Chair)

John W. Altmeyer

Roger K. Deromedi

Pamela Stewart

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee throughout fiscal year 2025 were Jason Giordano, John Altmeyer, Roger Deromedi, and Pamela Stewart. Each of Jason Giordano, John Altmeyer, Roger Deromedi and Pamela Stewart served for all of fiscal year 2025, No member of this committee was, at any time during fiscal year 2025, or at any time, an officer or associate of the Company, and no member of this committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during fiscal year 2025.

EXECUTIVE AND DIRECTOR COMPENSATION §FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE

FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning grants the annual and long-term compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to the Company, or any of our subsidiaries, for fiscal year 2025 and, to the extent required by SEC disclosure rules, fiscal years 2024 and 2023.