UTZ Brands (UTZ) Proxy filing summary

Executive summary

• Utz Brands will transition from a public to a private company through a partnership with Intersnack Group and the Rice and Lissette Family, each owning 50%.

• The transaction values the company at an enterprise value of approximately $2.9 billion, with Class A shareholders receiving $14.25 per share, a 91% premium to the prior closing price.

• The deal is expected to close in Q4 2026, pending regulatory and shareholder approvals.

• Utz’s headquarters will remain in Hanover, PA, and the current management team will stay in place.

• Intersnack, a family-founded multinational, will gain its first U.S. presence, leveraging Utz’s brands and distribution.

Voting matters and shareholder proposals

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

• The Rice and Lissette Family and affiliates, holding about 42% of shares, have committed to vote in favor.

• A Special Committee of independent directors unanimously recommended the transaction, and the full board approved it unanimously.

Board of directors and corporate governance

• The Special Committee was formed to evaluate the transaction independently.

• Updated information on directors, executive officers, and their interests will be provided in the proxy statement.

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