Utz Brands, Inc.UTZ
Utz Brands, Inc. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
For the periods presented, compensation expense included primarily in Selling, general and administrative expense for all types of stock-based compensation programs and the related income tax benefit recognized were as follows:
| (in millions) | For the Fiscal Year Ended December 28, 2025 | For the Fiscal Year Ended December 29, 2024 | For the Fiscal Year Ended December 31, 2023 | |||||||||||||||||
| RSUs | $ | 9.9 | $ | 11.0 | $ | 9.7 | ||||||||||||||
| PSUs | 5.4 | 5.6 | 4.3 | |||||||||||||||||
| Stock options | — | 0.8 | 1.3 | |||||||||||||||||
| Pre-tax compensation expense | $ | 15.3 | $ | 17.4 | $ | 15.3 | ||||||||||||||
Unrecognized compensation expense related to nonvested share-based compensation grants was as follows:
| (in millions) | As of December 28, 2025 | As of December 29, 2024 | ||||||||||||
| RSUs | $ | 4.1 | $ | 7.4 | ||||||||||
| PSUs | 4.6 | 6.5 | ||||||||||||
| Stock options | — | — | ||||||||||||
| Total | $ | 8.7 | $ | 13.9 | ||||||||||
Restricted and Performance Share Units
2020 Omnibus Equity Incentive Plan
In 2020, the Company adopted, with stockholder approval, the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the “2020 Plan”), which provides our executive officers and other participating associates with equity-based, long-term incentives, including RSUs, PSUs and stock options.
Restricted Share Units
Under the 2020 Plan, the Company grants RSUs representing the right to receive one share of the Company’s Class A Common Stock upon vesting, provided that the recipient remains employed with the Company through the vesting and subject to certain forfeiture conditions and restrictions. The RSUs vest according to specific vesting conditions set forth in the RSU award agreements. RSUs that become vested also generally 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).
Performance Share Units
The Company issues PSUs under the 2020 Plan, which provide the participant with the opportunity to earn shares of the Company’s Class A Common Stock if the Company achieves certain performance goals determined by the administrator of the 2020 Plan. All PSUs granted since the adoption of the 2020 Plan contain vesting based on the Company’s performance with respect to relative total stockholder return. The number of shares subject to the PSUs that vest and are settled at the end of each performance period is based on the Company’s cumulative total stockholder return relative to the total stockholder returns of members of a peer group, which is typically consistent with the peer group used for compensation disclosures.
At the end of the performance period, the Company’s total stockholder return position is ranked relative to the total stockholder returns of each member of the performance peer group that remains within the performance peer group for the entire performance period. The total number of PSUs that vest is based on the ranking of the Company’s total stockholder return relative to the total stockholder return of each of the Company’s peer companies, and ranges from a 200% payout for ranking in the 90th percentile or above to 0% payout for ranking below the 30th percentile with percentiles interpolated between these payouts for the fiscal years prior to 2024. For fiscal years 2024 and 2025, the ranges are from 200% payout for ranking in the 75th percentile or above to 0% payout for ranking below the 25th percentile.
PSUs that become vested also generally entitle the holder 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).
Because the PSUs vest based on market conditions, Monte Carlo simulation models were used to determine the grant-date fair value of the PSUs. The assumptions used in the Monte Carlo simulation models for grants occurring in fiscal years ended December 31, 2023, December 29, 2024 and December 28, 2025 included weighted average expected terms ranging from 2.9 years to 3.0 years, weighted average expected volatility ranging from 35.0% to 40.0%, and weighted average risk-free rates ranging from 3.9% to 4.3%.
| PSUs and RSUs | Number of Units | Weighted-average grant date fair value for equity awards (per unit) | Weighted Average Remaining Contractual Term | |||||||||||||||||
| Outstanding at beginning of fiscal year 2025 | 2,122,475 | $ | 18.93 | 0.9 Years | ||||||||||||||||
| Granted | 817,186 | 15.58 | ||||||||||||||||||
| Vested | (765,328) | 17.77 | ||||||||||||||||||
| Forfeited | (144,563) | 18.26 | ||||||||||||||||||
| Outstanding at end of fiscal year 2025 | 2,029,770 | $ | 18.07 | 0.6 Years | ||||||||||||||||
Stock Options
For non-cash, stock-based awards exchanged for employee services, the Company measures stock-based compensation on the grant date, based on the fair value of the award, and recognizes expense over the requisite service period, which for the Company is generally the vesting period. To estimate the fair value of an award, the Company uses the Black-Scholes pricing model. This model requires inputs such as expected term, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. The use of this method effectively assumes that exercise occurs evenly over the period from vesting until expiration, and therefore the expected term is the midpoint between the service period and the contractual term of the award. The Company estimates the volatility of its Class A Common Stock by analyzing its historical volatility and considering volatility data of its peer group and their implied volatility. The Company recognizes forfeitures when they occur.
Stock options issued under the 2020 Plan generally have a maximum contractual life of 10 years from the grant date and must be issued with an exercise price equal to or greater than the fair market value of the shares of Class A Common Stock on the date of grant, as determined by the administrator of the 2020 Plan. Stock options issued under the 2020 Plan are subject to time-based vesting, continued employment, and other conditions outlined in the 2020 Plan with the fair value determined using the Black-Scholes Option Pricing Model.
| Stock Options | Number of Units | Weighted-Average Grant Date Fair Value for Equity Awards (per unit) | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value(1) | ||||||||||||||||||||||
| Outstanding at beginning of fiscal year 2025 | 649,930 | $ | 6.05 | 6.5 Years | ||||||||||||||||||||||
| Outstanding and exercisable at beginning of fiscal year 2025 | 255,457 | 6.11 | 5.7 Years | |||||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Vested | 394,473 | — | ||||||||||||||||||||||||
| Forfeited | — | — | ||||||||||||||||||||||||
| Outstanding and exercisable at end of fiscal year 2025. | 649,930 | $ | 6.05 | 5.5 Years | 0.00 | |||||||||||||||||||||
(1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the stock option had been exercised on the last day of the respective fiscal period. The Stock options outstanding and exercisable at December 28, 2025 result in an aggregate intrinsic value of zero as their market value is less than their exercise value.
Employee Stock Purchase Plan
On December 10, 2020, the Board of Directors approved the 2021 Employee Stock Purchase Plan ("ESPP”), subject to stockholder approval. The ESPP was effective January 1, 2021, and any purchase rights that were granted under the ESPP prior to stockholder approval could not be exercised unless and until stockholder approval was obtained.
Under the ESPP, associates are offered the option to purchase discounted shares of Class A Common Stock during offering periods designated by the administrator. Each offering period will be one year, consisting of two six-month purchase periods, commencing on each January 1 and July 1 following the effective date of the ESPP. Shares are purchased on the applicable exercise dates, which is the last trading day of each purchase period. The ESPP permits participants to purchase the Company’s Class A Common Stock at a purchase price of not less than 85% of the lesser of (i) the “fair market value” of a share on the first day of a purchase period, rounded up to the nearest whole cent per share and (ii) the “fair market value” of a share on the purchase date of such purchase period, rounded up to the nearest whole cent per share, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”) and the ESPP. The purchase price used was 95% in each of the fiscal years ended December 31, 2023, December 29, 2024, and December 28, 2025.
The maximum number of shares of the Company’s Class A Common Stock available for sale under the ESPP shall not exceed in the aggregate 1,500,000 shares and may be unissued shares or treasury shares or shares bought on the market for purposes of the ESPP. As of December 28, 2025, 981,991 shares of Class A Common Stock remain available for issuance under the ESPP. For the fiscal year ended December 28, 2025, the Company granted 102,570 shares with a fair value of $1.7 million, and the Company recognized compensation expense of $0.2 million. For the fiscal year ended December 29, 2024, the Company granted 48,961 shares with a fair value of $0.9 million, and the Company recognized compensation expense of $0.2 million. For the fiscal year ended December 31, 2023, the Company granted 99,788 shares with a fair value of $1.5 million, and the Company recognized compensation expense of $0.3 million.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Mar 2, 2023 | |
| 2022 | Mar 3, 2022 | |
| 2021 | Mar 18, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.