Cary Devore - 31 Dec 2022 Form 4 Insider Report for Utz Brands, Inc. (UTZ)

Footnote F1

Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 1, 2022.

Footnote F2

Represents shares withheld for payment of tax liability arising as a result of the vesting of a performance stock unit award reported by the reporting person in a Form 4 filed with the Commission on February 2, 2023.

Footnote F3

The shares of Issuer's Class A Common Stock were acquired on June 30, 2023 pursuant to the Utz Brands, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d).

Footnote F4

The shares of Issuer's Class A Common Stock were acquired on December 29, 2023 pursuant to the ESPP. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d).

Footnote F5

Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award originally reported by the reporting person in a Form 4 filed with the Commission on February 2, 2023.

Footnote F6

The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2024, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2025, and 33.34% shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2026, subject to the reporting person's Continuous Service (as defined in the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the "EIP") to the Company through such dates and subject to certain conditions detailed in the EIP.

Footnote F7

Each of the shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the EIP, made pursuant to Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Footnote F8

Represents shares issued upon vesting of performance share unit awards, as approved on January 31, 2024 by the Compensation Committee of the Board of Directors of the Issuer. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3.

Footnote F9

Represents shares withheld for payment of tax liability arising as a result of the vesting of a performance stock unit award reported by the reporting person in this Form 4.

Footnote F10

The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 50% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2025,and 50% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2026, subject to the reporting person's Continuous Service (as defined in the EIP) to the Company through such dates and subject to certain conditions detailed in the EIP.