Exhibit 16(c)(iii)
Citi Investment Banking | Global Consumer & Retail Group Discussion Materials November 2025 | Strictly
Private and Confidential
1. Income Statement Adjustments
Utz: GAAP EBITDA <> Adj. EBITDA Bridge Adj. EBITDA Walk Adjustment Descriptions Stock-based compensation
awarded to associates $ in mm Q3 2025 FY 2024 and directors, and expenses associated with the 1 GAAP EBITDA $23.8 $183.1 2020 Omnibus Equity Incentive Plan (“OIEIP”) GAAP EBITDA Margin 6.3% 13.0% Removal of unrealized gains and losses
associated with fixed-price purchase commitments for key 2 Includes $44mm gain related to the ingredients Good Health and R.W. Garcia sale Consulting, transaction services, and legal fees (+) Share-Based Compensation 4.6 17.6 1 incurred for
acquisitions and certain potential 3 acquisitions, in addition to integration expenses (+) Purchase Commitments & Other Adjustments 2.7 4.3 2 Consultancy, professional, and legal fees incurred for specific business initiatives, as well as
gains (+/-) Acquisitions, Divestitures, and Investments 8.1 (23.1) 3 and losses realized from the sale of distribution 4 rights to IOs and the subsequent disposal of (+) Business Transformation Initiatives 20.1 28.1 4 trucks, among other expenses
(+) Financing-Related Costs 0.3 0.4 5 Adjustments for various items related to raising debt and equity capital or debt extinguishment 5 (+/-) Loss (Gain) on Remeasurement of Warrant Liability 0.7 (10.2) 6 costs Total Adjustments: $36.5 $17.1 Gains
and losses related to changes in the remeasurement of warrant liabilities are not expected to be settled in cash, and when Adj. EBITDA $60.3 $200.2 exercised would result in a cash inflow to the 6 Company, with affected warrants converting to
Class A Common Stock, and the liability being Adj. EBITDA Margin 16.0% 14.2% extinguished 3 Source: Company filings.
Utz: GAAP Net Income <> Adj. Net Income Bridge Adj. Net Income Walk Adjustment Descriptions $ in mm Q3 2025
FY 2024 GAAP Net Income (Loss) ($20.2) $30.7 GAAP Net Income Margin NA 2.2% EBITDA adjustments (+) Income Tax Expense 13.4 38.7 Discussed on prior page Income (Loss) Before Taxes ($6.8) $69.4 (+) Certain
Non-Cash Adjustments 7.3 21.9 1 2 (+/-) Acquisitions, Divestitures, and Investments 8.1 (23.1) 3 (+) Business Transformation Initiatives 20.1 28.1 4 (+) Financing-Related Costs 0.3 0.4 5 (+/-) Loss (Gain) on
Remeasurement of Warrant Liability 0.7 (10.2) 6 (+) Deferred Financing Fees 0.3 3.2 7 (+) Acquisition Step-Up Depreciation & Amortization 10.8 43.5 8 Costs incurred from debt financing, which are 7
capitalized and amortized over time Other Non-Cash and/or Cash Adjustments $47.6 $63.8 Adj. Earnings Before Taxes $40.8 $133.2 Depreciation & Amortization expenses related to fair value adjustments on
assets acquired in 8 business combinations from prior periods (-) Taxes on Earnings as Reported (13.4) (38.7) (+/-) Income Tax Adjustments 6.1 15.8 9 Income (Loss) Before Taxes plus (i) Acquisition
Step-Up D&A and (ii) Other Non-Cash Adjustments, multiplied by a normalized GAAP 9 effective tax rate, minus the provision recorded in Adj. Net Income $33.5
$110.3 the Consolidated Statement of Operations Adj. Net Income Margin 8.9% 7.8% 4 Source: Company filings.
2. Utz Shareholder Base
Shareholder Overview Institutional Shareholders Insider Shareholders (1) Class A % Owned % Owned
(1) Class A % Owned Class V % Owned % Owned Top 20 Institutional Holdings Shares Class A Total Insider Holdings Shares Class A Shares Class V Total The Vanguard Group, Inc. 7,925,292 9.06% 5.55% Series U of UM Partners
LLC 3,400,000 3.79% 47,046,650 85.00% 34.80% Series R of UM Partners LLC 600,000 0.67 8,302,350 15.00% 6.14 JP Morgan Asset Management 7,347,178 8.40 5.14 Roger Deromedi 4,772,885 5.32 -—- 3.29 Columbia Threadneedle Investments (UK) 5,480,220
6.26 3.84 Jason Giordano 3,813,693 4.25 -—- 2.63 BlackRock Institutional Trust Company, N.A. 4,946,548 5.65 3.46 Collier Creek Partners LLC 524,716 0.59 -—- 0.36 Millennium Management LLC 4,403,376 5.03 3.08 Craig Steeneck 295,073 0.33
-—- 0.20 Champlain Investment Partners, LLC 3,778,117 4.32 2.64 Cary Devore 284,672 0.32 -—- 0.20 Howard Friedman 272,079 0.30 -—- 0.19 Copeland Capital Management, LLC 3,131,099 3.58 2.19 Tony Fernandez 246,606 0.28 -—- 0.17
Balyasny Asset Management LP 2,946,512 3.37 2.06 Dylan Lissette 114,033 0.13 -—- 0.08 Dimensional Fund Advisors, L.P. 2,013,175 2.30 1.41 Other Insiders(3) 79,497 0.09 -—- 0.05 Total Insider Holdings 14,403,254 16.07% 55,349,000 100.00%
48.11% Jennison Associates LLC 1,943,757 2.22 1.36 State Street Investment Management (US) 1,754,387 2.00 1.23 SPAC Related Rice Family Geode Capital Management, L.L.C. 1,732,143 1.98 1.21 Citadel Advisors LLC 1,716,498 1.96 1.20 Investor Type 3% 3%
3% 2% D. F. Dent & Company, Inc. 1,591,433 1.82 1.11 17% 14% 16% 16% 2% 2% 2% 2% 4% 4% GW&K Investment Management, LLC 1,585,141 1.81 1.11 3% 6% 5% 4% 8% 14% MFS Investment Management 1,492,952 1.71 1.05 T. Rowe Price Investment
Management, Inc. 1,420,556 1.62 0.99 52% 54% 48% 44% UBS Financial Services, Inc. 1,219,003 1.39 0.85 Alyeska Investment Group, L.P. 1,137,501 1.30 0.80 19% 17% 19% 19% Bahl & Gaynor, Inc. 972,867 1.11 0.68 Total Top 20 Institutional
Holdings 58,537,755 66.89% 40.98% Dec-23 Dec-24 Mar-25 Oct-25 Passive Active Hedge Fund
Broker-Dealer Quantitative Strategic Other Retail & Undisclosed Source: Company filings, Refinitiv. Market data as of October 30, 2025. (2) Number reflects Restricted Stock Units issued to Directors and Executive Officers, as shares 6
(1) Total is Class A + Class V shares. held by other insiders are de minimis. Other numbers reflect basic shares.
3. LBO Analysis
Utz Illustrative LBO Analysis: Transaction Overview Transaction Assumptions Pro Forma Cap Table Illustrative
purchase price of $15.00/share, representing a ~44% Current Pro Forma premium to current share price of $10.44 (as of October 30, 2025) and ($ in mm) 12/31/2025 Adj. 12/31/2025 implying a firm value of ~$3.0bn o Implies 13.8x LTM CY2025E Adj
EBITDA of $217mm Cash & Cash Equivalents $58 ($8) $50 Transaction funded by new transaction debt and new + rolled equity Adj. EBITDA of $ Debt: o Gross leverage of 5.5x LTM (CY2025E) 217mm New $225mm Revolving Credit Facility (SOFR +
ABL Facility 21 (21) --o 350bps) o New $1.2bn Term Loan (SOFR + 325bps, 99.5% OID, 1% amortization) New Revolving Credit Facility -——- Other assumptions: Term Loan B 630 (630)
— Illustrative transaction close of 12/31/2025 cash of 50mm New Term Loan — 1,196 1,196 Minimum $ Illustrative transaction fees of $80mm Real Estate Loans 58 (58) — Assumes annual add-back of $20mm in public company costs Equipment Loans 147 (147) — Assumes full insider ownership roll Notes Payable 13 (13) —Sources & Uses Finance Leases 10 — 10 $ in mm Total
Debt $879 $327 $1,205 Sources $ Amount % Net Debt $821 $334 $1,155 New 3rd Party Equity $874 27.5% Family Ownership Rollover 892 28.0 Other Insider Ownership Rollover 154 4.8 Shareholders’ Equity $2,175 ($254) $1,921 New Transaction Debt 1,205
37.9 Existing Cash 58 1.8 Total Sources $3,184 100.0% Financial Metrics LTM Adj. EBITDA (CY2025E) $217 $217 Uses $ Amount % Public Float $1,128 35.4% Credit Statistics Family Ownership Rollover 892 28.0 Total Debt / Adj. EBITDA 4.0x 5.5x Other
Insider Ownership Rollover 154 4.8 Current Debt 879 27.6 Cash to Balance Sheet 50 1.6 Net Debt / Adj. EBITDA 3.8 5.3 Transaction Fees 80 2.5 Total Uses $3,184 100.0% Total Debt / Total Capitalization 29% 39% 8 Source: Company filings, FactSet, and
Wall Street research. Market data as of October 30, 2025.
Utz Illustrative LBO Analysis: Cash Flow & Returns 5-Year
Illustrative Cash Flow Summary Sensitivity Analysis Actual Consensus Projection Current Scenario of Analysis Actual LTM Fiscal Year Ended December 31, ($ in mm) 2022A 2023A 2024A 2025E 2026E 2027E 2028E 2029E 2030E Implied 5-Year IRR Net Sales $1,408 $1,438 $1,409 $1,445 $1,484 $1,527 $1,568 $1,607 $1,644 (@5.5x Entry Gross Leverage) % Growth 19.3% 2.1% (2.0%) 2.5% 2.7% 2.9% 2.7% 2.5% 2.3% Adj. EBITDA $171 $187 $200 $217 $234 $245
$267 $289 $312 Implied Offer Price % Margin 12.1% 13.0% 14.2% 15.0% 15.7% 16.0% 17.0% 18.0% 19.0% $12.53 $13.57 $15.00 $15.66 $16.70 (+) Public Company Costs -———- $20 $20 $20 $20 $20 PF Adj. EBITDA $171 $187 $200 $217 $254 $265
$287 $309 $332 Premium to Current Share Price % Margin 12.1% 13.0% 14.2% 15.0% 17.1% 17.3% 18.3% 19.2% 20.2% 20.0% 30.0% 43.7% 50.0% 60.0% PF Adj. EBIT $163 $172 $192 $213 $234 (–) Interest Expense (80) (69) (61) (51) (38) 11.8x 18.0% 15.8%
13.2% 12.1% 10.5% (–) Taxes (Net of NOLs) (6) (23) (33) (41) (50) e l (+) D&A 75 77 79 81 83 t ip 12.8 20.1 17.9 15.2 14.1 12.5 Mu l (+) Amortization of Intangibles 15 15 15 15 15 xit 13.8 22.1 19.8 17.1 16.0 14.3 (+) OID and Financing
Fees 6 6 6 6 6 E (–) Transaction DTL Unwind (4) (4) (4) (4) (4) (–) CapEx (42) (40) (38) (35) (33) 14.8 23.9 21.7 18.9 17.8 16.1 (+/–) Changes in NWC ((Inc)/Dec) (2) (1) (1) (1) (1) 15.8 25.7 23.4 20.6 19.4 17.7 Levered Free Cash
Flow $126 $134 $156 $183 $213 Cumulative Levered Free Cash Flow $126 $261 $417 $600 $813 % of Total Debt Paydown 10.5% 21.6% 34.6% 49.8% 67.4% Cash $50 $50 $50 $50 $50 $50 Implied Entry Premium (5-Year
Hold Period; 17.5% Required IRR) New Revolving Credit Facility -—————-New Term Loan 1,196 1,069 935 779 596 383 Entry Leverage Finance Leases 10 10 10 10 10 10 Total Debt $1,205
$1,079 $945 $789 $606 $393 4.5x 5.0x 5.5x 6.0x 6.5x Net Debt $1,155 $1,029 $895 $739 $556 $343 Credit Statistics 11.8x 16.0% 19.1% 22.2% 25.3% 28.4% Total Debt / Adj. EBITDA 5.5x 4.6x 3.9x 3.0x 2.1x 1.3x Net Debt / Adj. EBITDA 5.3 4.4 3.7 2.8 1.9
1.1 Multiple 12.8 25.8 28.9 32.0 35.1 38.2 Forecast Assumptions: Exit 13.8 35.6 38.7 41.8 44.9 48.0 Net Sales reflects consensus estimates from CY25E – CY27E, with growth declining (20bps) YoY thereafter Adj. EBITDA reflects
consensus estimates from CY25E – CY27E, with margin expanding to 19.0% by CY30E Public company costs of $20mm added-back annually 14.8 45.4 48.5 51.6 54.7 57.8 Core D&A and step-up
D&A of 1.9% and 3.1% of Net Sales, respectively, held constant throughout forecast CapEx of 3.0% of Net Sales in CY25E, declining to 2.0% by CY30E 15.8 55.2 58.3 61.4 64.5 67.6 Assumes no dividends DRO, DIO, DPO, Prepaid
Expense & Other Assets as % of Net Sales and Accrued Expenses & Other Liabilities as % of Net Sales remain consistent with CY24A Source: Company filings, FactSet, and Wall Street research. Market data as of October 30, 2025. 9
Note: New intangibles assumed to be 10% of equity step-up, calculated as transaction equity value less existing book value of equity plus existing goodwill (amortized over 15 years). Assumes $59mm deferred tax
liability, based on a 25.4% tax rate. Unwind over 15 years.
4. Appendix
Takeover Process: Two Ways to Acquire a U.S. Public Company “One Step” Merger “Two Step”
Tender / Exchange-Offer A two step process to acquire 100% control A one step process to acquire 100% control – Shareholders tender shares to Acquiror – Typically do not get 100% tendered Requires shareholder vote at
a special meeting of – Statutory back end merger can be completed in one of two ways shareholders which, itself, requires approximately 90 days to 90% minimum acceptance (50% in Delaware) of the tender offer enables “short
form” back-end merger, which takes only seven days following the closing of the convene tender offer Description o No shareholder vote required 50.1% vote threshold in most situations (of shares o
Utz incorporated in Delaware If 90% minimum acceptance (outside of Delaware incorporated companies) of outstanding) the tender offer is not achieved, then a shareholder meeting must be called (which takes approximately 90 days to convene);
and 50.1% of Target’s For Utz: requires “majority” of votes casted shareholders must vote to approve the transaction Minimum 20 business day offer period Requires regulatory approvals prior to closing
Requires regulatory approvals prior to closing Acquiror files Schedule-TO Proxy statement 13E-3 filing (if insiders part of buyer group) 13E-3 filing (if insiders part of buyer group) Target files Schedule 14D-9 within 10 days of Schedule TO filing Documentation SEC reviews and comments prior to
mailing to shareholders – Board of Directors recommendation statement SEC reviews and comments prior to mailing to shareholders Takes longer for SEC to review and approve proxy vs. tender In a friendly transaction, the
schedule 14D-9 disclosure will mirror the similar documents disclosure set forth in the Acquiror’s Schedule TO and will be filed at the same time Closing takes place immediately after vote, if
approved and May be able to gain control faster than in a one-step merger has regulatory clearance in-hand; otherwise requires waiting Typical to set
tender threshold for 51% Observations until regulatory clearance Changes to the tender offer (price, extension, etc.) require different extension periods Acquiror obtains “control” upon closing of merger depending on the
change Can get shareholder approval prior to regulatory approvals Top-up provision may allow squeeze-out at lower threshold Short form: ~45 days
(subject to regulatory approvals) Timing 110 – 140 days (subject to regulatory approvals) Long form : ~140 – 170 days (subject to regulatory approvals) 11 For illustrative purposes only.
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