Utz Brands, Inc.UTZ

Utz Brands, Inc. Earnings Per Share Disclosure

10-KFiled Feb 12, 20263 min read
EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding. Diluted earnings per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding. There is no difference in the number of shares used to calculate basic and diluted shares outstanding when the Company is in a net loss position. The potentially dilutive securities that would be anti-dilutive when the Company is in a net loss position are not included in the calculation of diluted net loss per share attributable to controlling interest. The anti-dilutive securities are included in the table below. Refer to Note 13. Share-Based Compensation for further information on the share-based awards considered in the diluted earnings per share computation.
The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per share:
(in millions, except share data)For the Fiscal Year Ended December 28, 2025For the Fiscal Year Ended December 29, 2024For the Fiscal Year Ended December 31, 2023
Numerator:
Net income (loss) attributable to controlling interest$0.8 $15.9 $(24.9)
Denominator:
Weighted average Class A Common Stock shares, basic86,577,082 82,102,876 81,081,458 
Dilutive securities included in diluted earnings per share calculation
Warrants426,909 2,423,454 — 
RSUs496,004 544,916 — 
PSUs273,619 327,939 — 
Stock options— 34,795 — 
Total dilutive weighted average shares87,773,614 85,433,980 81,081,458 
Basic earnings per share$0.01 $0.19 $(0.31)
Diluted earnings per share$0.01 $0.19 $(0.31)
Weighted average Class V Common Stock not subject to earnings per share calculation55,425,923 58,725,374 59,349,000 
Net loss (income) attributable to noncontrolling interest$8.5 $(14.8)15.1 
The diluted earnings per share computation includes the effect of the Warrants for the period in which they were outstanding. The Warrants were fully exercised in a cashless exchange in August 2025, resulting in the issuance of 1,307,873 shares of the Company's Class A Common Stock, and certain restricted stock units ("RSUs"), performance stock units ("PSUs") and stock options granted to directors and management that convert to Class A Common Stock upon vesting or being exercised, as their inclusion would have been anti-dilutive. Anti-dilutive securities excluded from diluted income per share calculation are as follows:
For the Fiscal Year Ended December 28, 2025For the Fiscal Year Ended December 29, 2024For the Fiscal Year Ended December 31, 2023
Warrants— — 1,882,627 
RSUs128,870 78,105 271,330 
PSUs419,290 194,695 125,958 
Stock options649,930 — — 
Shares of the Company’s Class V Common Stock do not participate in earnings of the Company and, therefore, are not participating securities. The PSUs, RSUs granted to our directors and certain employees in fiscal year 2020, and 2020 LTIP RSUs were not considered participating securities despite the holders of these stock-based compensation awards being entitled to participate in dividends declared on Class A Common Stock, if and when declared, on a one-to-one per-share basis, because the dividends are only payable upon full vesting of the awards, and as such, the dividend is forfeitable. The net loss attributable to the noncontrolling interest was $8.5 million for the fiscal year ended December 28, 2025, net income attributable to non-controlling interest of $14.8 million for the fiscal year ended December 29, 2024, and net loss attributable to non-controlling interest of $15.1 million for the fiscal year ended December 31, 2023, respectively.
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Historical Timeline

Fiscal YearFiled
2025Feb 12, 2026Showing above
2024Feb 20, 2025
2023Mar 2, 2023
2022Mar 3, 2022
2021Mar 18, 2021

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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