UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 310, 2026

Utz Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38686

85-2751850

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

900 High Street

Hanover, PA 17331

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (717) 637-6644

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

UTZ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition .

On February 312, 2026, Utz Brands, Inc. (the “Company”) announced ~~that~~via itpress ~~would~~release ~~reclassify~~the ~~costs~~Company’s ~~associated~~financial ~~with~~results ~~operating~~for ~~its~~the ~~inter-location~~fourth ~~logistics,~~quarter ~~Direct~~and ~~Store~~fiscal ~~Delivery~~year ~~(“DSD”)~~ended ~~distribution~~December ~~centers~~28, ~~and~~2025. ~~outbound~~A ~~shipping~~copy ~~and~~of ~~handling~~the ~~activities~~Company’s ~~from~~press ~~Selling,~~release ~~Distribution~~is ~~and~~being ~~Administrative~~furnished as Exhibit 99.1 to ~~Cost~~this ofCurrent ~~Goods~~Report ~~Sold~~on ~~within~~Form ~~the~~8-K ~~Consolidated~~and ~~Statements~~is ofhereby ~~Operations~~incorporated by reference into this Item 2.02. The information and ~~Comprehensive~~exhibit ~~Income~~contained ~~(Loss)~~in ~~effective~~this ~~for~~Item ~~the~~2.02 ~~fourth~~is ~~quarter~~being furnished and shall not be deemed “filed” for purposes of ~~2025.~~Section ~~Additionally,~~18 of the ~~Company~~Securities ~~has~~Exchange ~~revised~~Act of 1934, as amended (the “~~Selling~~Exchange Act”), ~~Distribution~~nor ~~and~~shall ~~Administrative”~~it ~~caption~~be toincorporated ~~“Selling,~~by ~~General~~reference ~~and~~into ~~Administrative”~~any ~~within~~filing under the ~~Consolidated~~Securities ~~Statements~~Act of ~~Operations~~1933, ~~and~~as ~~Comprehensive~~amended ~~Income~~ (~~Loss~~the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

~~The~~Item ~~Company~~7.01 isRegulation ~~making~~FD this change in classification to better reflect the total cost associated with fulfilling revenue transactions, align with how it internally manages its business, including productivity programs, and improve comparability with industry peersDisclosure.

The Company will ~~reclassify~~hold ~~these~~a ~~expenses~~conference ~~for~~call ~~fiscal~~and ~~year~~webcast ~~2023~~on February 12, ~~fiscal~~2026 ~~year~~(see ~~2024,~~information in the press release under “News” of the Company’s website https://investors.utzsnacks.com). A copy of the slide materials to be discussed during the conference call and ~~fiscal~~webcast ~~year~~is ~~2025~~being furnished pursuant to ~~present~~Regulation ~~comparable~~FD ~~financial~~as ~~results~~Exhibit 99.2 ~~There~~to this Current Report on Form 8-K and is nohereby ~~change~~incorporated by reference into this Item 7.01. A copy of the slide materials has also been posted to ~~EBITDA,~~the ~~Adjusted~~Company’s ~~EBITDA,~~website ~~Adjusted~~at ~~Net~~https://investors.utzsnacks.com. ~~Income,~~The ~~Net~~information ~~Income,~~and ~~EPS~~exhibit contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, ornor ~~Adjusted~~shall ~~EPS~~it be incorporated by reference into any filing under the Securities Act, except as ashall ~~result~~be ofexpressly ~~this~~set ~~change~~forth by specific reference in ~~classification~~such filing.

~~Attached~~Item ~~hereto as Exhibit 99~~8.101 ~~and~~Other incorporated herein by reference are the revised Consolidated Statements of Operations for the fiscal first, second, third and fourth quarters and full fiscal years 2023 and 2024, and for the fiscal first, second, and third quarter of fiscal year 2025; and the revised reconciliations of our Adjusted Gross Profit and Adjusted Selling, General and Administrative expense to GAAP financial measures for the fiscal first, second, third and fourth quarters and full fiscal years 2023 and 2024, and for the fiscal first, second, and third quarter of fiscal year 2025.Events

~~The~~On ~~information~~February in10, ~~this~~2026, ~~report~~the ~~shall~~Board ~~not~~of beDirectors ~~treated~~of asthe ~~“filed”~~Company approved a new share repurchase program for ~~purposes~~up ofto ~~Section~~$50 18million of the ~~Securities~~Company’s ~~Exchange~~Class ~~Act~~A common stock. The repurchase program does not obligate the Company to repurchase any particular amount of ~~1934~~shares and may be modified, ~~nor~~suspended, ~~shall~~or itdiscontinued at any time. Purchases may be ~~deemed~~made ~~incorporated~~in byopen-market ~~reference~~transactions, ~~into~~privately ~~any~~negotiated ~~registration~~transactions, ~~statement~~accelerated share repurchase programs, or by any other ~~document~~lawful ~~pursuant~~means toin accordance with the regulations of the U.S. Securities ~~Act~~and Exchange Commission. The timing of ~~1933~~purchases orand the ~~Securities~~number ~~Exchange~~of ~~Act~~shares repurchased under the stock repurchase program will depend on a variety of ~~1934~~factors including price, ~~except~~trading asvolume, ~~expressly~~market ~~stated~~conditions, byand ~~specific~~corporate ~~reference~~and inregulatory ~~such~~requirements. The ~~filing~~company expects to fund the program from existing cash and future cash generation.

~~Item~~A ~~9.01 Financial~~copy ~~Statements~~of the press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and ~~Exhibits~~incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			~~Revised~~Utz ~~Financial~~Brands, ~~Information~~Inc. Press Release, dated February 12, 2026
99.2			Presentation of Utz Brands, Inc. Fourth Quarter 2025 and Fiscal Year 2025 Earnings Call, dated February 12, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Utz Brands, Inc.

~~Date~~Dated: February 312, 2026

By: /s/ William J. Kelley Jr.

Name: William J. Kelley Jr.

Title: Executive Vice President, ~~Chief Financial Officer~~

Chief Financial Officer

Filing Compare · Utz Brands, Inc.