UTZ Brands (UTZ) Proxy filing summary

Executive summary

• Intersnack Group will acquire all outstanding Class A Common Stock for $14.25 per share in cash, a 91% premium to the prior closing price, valuing the company at $2.9 billion.

• After the transaction, ownership will be split 50/50 between Intersnack Group and the Rice and Lissette Family, with the company becoming private.

• The transaction is expected to close in Q4 2026, subject to regulatory and shareholder approvals.

• The deal will be financed through a mix of Intersnack cash, new debt facilities, and equity rollover by the Rice and Lissette Family.

• The company will not host a Q2 2026 earnings call due to the pending transaction.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger at a special meeting, with approval required from a majority of outstanding and disinterested shares.

• The Rice and Lissette Family, holding about 42% of shares, have agreed to vote in favor of the transaction.

Board of directors and corporate governance

• A special committee of independent directors evaluated the transaction and unanimously recommended approval.

• The board of directors unanimously approved the merger following the special committee's recommendation.

• Dylan Lissette will become Executive Chair after the transaction closes.