10-Q

note

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 25, 2021
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-40837

Sovos Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	81-5119352
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

168 Centennial Parkway, Suite 200

Louisville, CO 80027

(Address of principal executive offices) (zip code)

(720) 316-1225

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SOVO	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2021, there were 100,892,547 shares of common stock, $0.001 par value per share outstanding.

SOVOS BRANDS, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 25, 2021

INDEX

		Page
PART I. Financial Information
Item 1.	Financial Statements (Unaudited):	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 4.	Controls and Procedures	44
PART II. Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3.	Defaults Upon Senior Securities	73
Item 4.	Mine Safety Disclosures	73
Item 5.	Other Information	73
Item 6	Exhibits	75
	Signatures	78

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PART I. Financial Information

Item 1. Financial Statements (Unaudited)

Sovos Brands, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, dollars in thousands, except par value and share data)

	September 25, 2021		December 26, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	43,115	$	37,026
Accounts receivable, net		80,269		60,996
Inventories		60,277		47,069
Prepaid expenses and other current assets		10,965		4,388
Total current assets		194,626		149,479
Property and equipment, net		56,558		59,481
Operating lease right-of-use assets		16,267		—
Goodwill		437,451		437,290
Intangible assets, net		471,465		491,895
Other long-term assets		6,934		6,681
TOTAL ASSETS	$	1,183,301	$	1,144,826
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	33,597	$	31,170
Accrued expenses		60,414		65,101
Current portion of long-term debt		5,897		3,818
Operating lease liabilities		3,176		—
Total current liabilities		103,084		100,089
Long-term debt, net of debt issuance costs		768,923		360,046
Deferred income taxes		81,248		74,733
Long-term operating lease liabilities		18,089		—
Other long-term liabilities		1,413		13,257
TOTAL LIABILITIES		972,757		548,125
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding		—		—
Common stock, $0.001 par value per share, 500,000,000 shares authorized, 74,058,447 and 74,058,447 shares issued and outstanding as of September 25, 2021 and December 26, 2020, respectively		74		74
Stockholder's note receivable		—		(6,000)
Additional paid-in-capital		256,470		654,386
Accumulated deficit		(46,000)		(51,759)
TOTAL STOCKHOLDERS’ EQUITY		210,544		596,701
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,183,301	$	1,144,826

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Sovos Brands, Inc.

Condensed Consolidated Statements of Operations

(Unaudited, dollars in thousands, except share and per share data)

	13 Weeks Ended				39 Weeks Ended
	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net sales	$	178,733	$	136,928	$	529,942	$	398,336
Cost of sales		128,878		91,263		368,642		265,989
Gross profit		49,855		45,665		161,300		132,347
Selling general, and administrative expenses		31,189		33,311		91,367		83,510
Depreciation and amortization expenses		7,236		6,051		21,631		17,923
Loss on extinguishment of debt		—		—		9,717		—
Operating income		11,430		6,303		38,585		30,914
Interest expense		12,547		4,293		24,613		14,912
Income (loss) before income taxes		(1,117)		2,010		13,972		16,002
Income tax (expense) benefit		(3,497)		226		(8,213)		(4,698)
Net income (loss)	$	(4,614)	$	2,236	$	5,759	$	11,304
Earnings (loss) per share:
Basic	$	(0.06)	$	0.03	$	0.08	$	0.15
Diluted	$	(0.06)	$	0.03	$	0.08	$	0.15
Weighted average shares outstanding:
Basic		74,058,447		74,058,719		74,058,447		74,058,644
Diluted		74,058,447		76,394,135		74,058,453		76,259,190

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Sovos Brands, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited, dollars in thousands, except share data)

				Stockholders’		Additional		Retained Earnings		Total
	Common Stock			Notes		Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Receivable		Capital		Deficit)		Equity
Balance at June 26, 2021	74,058,447	$	74	$	—	$	255,491	$	(41,386)	$	214,179
Equity-based compensation expense	—		—		—		979		—		979
Net income	—		—		—		—		(4,614)		(4,614)
Balance at September 25, 2021	74,058,447	$	74	$	—	$	256,470	$	(46,000)	$	210,544

				Stockholders’		Additional		Retained Earnings		Total
	Common Stock			Notes		Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Receivable		Capital		Deficit)		Equity
Balance at December 26, 2020	74,058,447	$	74	$	(6,000)	$	654,386	$	(51,759)	$	596,701
Proceeds from stockholder's note receivable	—		—		6,000		—		—		6,000
Equity-based compensation expense	—		—		—		2,084		—		2,084
Dividend distribution ($5.40 per share)	—		—		—		(400,000)		—		(400,000)
Net income	—		—		—		—		5,759		5,759
Balance at September 25, 2021	74,058,447	$	74	$	—	$	256,470	$	(46,000)	$	210,544

				Stockholders’		Additional		Retained Earnings		Total
	Common Stock			Notes		Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Receivable		Capital		Deficit)		Equity
Balance at June 27, 2020	74,058,447	$	74	$	(6,000)	$	653,445	$	(53,516)	$	594,003
Equity-based compensation expense	—		—		—		483		—		483
Net income	—		—		—		—		2,236		2,236
Balance at September 26, 2020	74,058,447	$	74	$	(6,000)	$	653,928	$	(51,280)	$	596,722

				Stockholders’		Additional		Retained Earnings		Total
	Common Stock			Notes		Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Receivable		Capital		Deficit)		Equity
Balance at December 28, 2019	74,058,747	$	74	$	(6,000)	$	652,507	$	(62,584)	$	583,997
Equity-based compensation expense	—		—		—		1,456		—		1,456
Cash contributions to Ultimate Parent	(300)		—		—		(35)		—		(35)
Net income	—		—		—		—		11,304		11,304
Balance at September 26, 2020	74,058,447	$	74	$	(6,000)	$	653,928	$	(51,280)	$	596,722

See accompanying notes to the unaudited condensed consolidated financial statements.

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Sovos Brands, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, dollars in thousands)

	39 Weeks Ended
	September 25, 2021		September 26, 2020
Operating activities
Net income	$	5,759	$	11,304
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,302		24,747
Equity-based compensation expense		2,084		1,456
Deferred income taxes		6,516		4,207
Amortization of debt issuance costs		1,566		1,253
Non-cash operating lease expense		1,683		—
Loss on sale/disposal of property and equipment		54		407
Loss on extinguishment of debt		9,717		—
Other		229		1,074
Changes in operating assets and liabilities:
Accounts receivable, net		(18,931)		(10,387)
Inventories		(13,642)		(4,088)
Prepaid expenses and other current assets		(6,588)		(630)
Other long-term assets		396		(66)
Accounts payable		2,582		1,810
Accrued expenses		649		19,993
Other long-term liabilities		12		1,704
Operating lease liabilities		(2,083)		—
Net cash provided by operating activities		18,305		52,784
Investing activities
Purchases of property and equipment		(5,111)		(2,905)
Net cash used in investing activities		(5,111)		(2,905)
Financing activities
Contributions to Ultimate Parent		—		(35)
Payments of debt issuance costs		(3,046)		—
Proceeds from long-term debt		769,136		—
Repayments of long-term debt		(374,146)		(1,400)
Repayments of capital lease obligations		(49)		(93)
Proceeds from revolver		—		42,500
Repayments of revolver		—		(42,500)
Proceeds from stockholder's note receivable		6,000		—
Contingent earnout consideration paid		(5,000)		—
Dividend paid		(400,000)		—
Net cash used in financing activities		(7,105)		(1,528)
Cash and cash equivalents
Net increase in cash and cash equivalents		6,089		48,351
Cash and cash equivalents at beginning of period		37,026		30,681
Cash and cash equivalents at end of period	$	43,115	$	79,032

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	39 Weeks Ended
	September 25, 2021		September 26, 2020
Supplemental disclosures of cash flow information
Cash paid for interest	$	18,603	$	12,874
Cash paid for taxes		2,236		364
Proceeds from income tax refunds		(44)		(1,798)
Non-cash investing and financing transactions
Lease liabilities arising from operating lease right-of-use assets recognized at ASU No. 2016-02 transition	$	21,711	$	—
Lease liabilities arising from operating lease right-of-use assets recognized after ASU No. 2016-02 transition		1,638		—
Acquisition of property and equipment through tenant improvement allowance		—		822
Acquisition of property and equipment not yet paid		43		65

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Notes to Unaudited Condensed Consolidated Financial Statements

1. Company Overview

Sovos Brands, Inc. and its subsidiaries (the “Company,” “we,” “our”) is a consumer-packaged food company that creates value for its stockholders through acquisition and executive management of brands in the food industry. On September 22, 2021, Sovos Brands, Inc. priced its initial public offering (the “IPO”) of 23,334,000 shares of its common stock, $0.001 par value per share, which excluded the underwriters’ option to purchase up to an additional 3,500,100 shares of common stock, at an offering price of $12.00 per share. In conjunction with the IPO, the Company became actively traded on the Nasdaq Global Select Market (“NASDAQ”) listed under the trade symbol of “SOVO.” Upon the closing of the IPO on September 27, 2021, the Company issued 23,334,000 shares of its common stock and received approximately $263.2 million, net of underwriting discounts and commissions. Subsequent to the IPO, the underwriters exercised their options to purchase an additional 3,500,100 shares of common stock. The Company closed its sale of such additional shares on October 5, 2021, resulting in net proceeds of approximately $39.5 million, net of underwriting discounts and commissions. See Note 18. Subsequent Events for more information.

Prior to the IPO, Sovos Brands Limited Partnership (the “Ultimate Parent” or the “Limited Partnership”) owned 100% of Sovos Brands, Inc., which owns 100% of Sovos Brands Holdings, Inc., which owns 100% of Sovos Brands Intermediate, Inc. (“Sovos Intermediate”). Sovos Brands Intermediate, Inc. has four wholly-owned operating subsidiaries: Rao’s Specialty Foods, Inc. (“Rao’s”); Bottom Line Food Processors, Inc. doing business as Michael Angelo’s Gourmet Foods, Inc. (“Michael Angelo’s”); Noosa Yoghurt, LLC (“Noosa”); and Birch Benders, LLC (“Birch Benders”). Through its wholly-owned operating subsidiaries, the Company produces and distributes food products in various locations throughout the United States. The Company was founded on January 17, 2017 and has its executive headquarters in Louisville, Colorado.

The unaudited condensed consolidated financial statements include the accounts of Sovos Brands, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our,” “Sovos Brands” and the “Company” refer to Sovos Brands, Inc. and its subsidiaries.

The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in December of each year.

Description of Business

Sovos Brands, Inc. is a consumer-packaged food company that is focused on acquiring and building disruptive growth brands that bring today’s consumers great tasting food that fits the way they live. The Company’s principal products include a variety of pasta sauces, dry pasta, soups, frozen entrees, yogurts, pancake and waffle mixes, other baking mixes, and frozen waffles, which are primarily sold in the United States. The Company sells products marketed under the brand names Rao’s, Michael Angelo’s, noosa, and Birch Benders which are built with authenticity at their core, providing consumers food experiences that are genuine, delicious, and unforgettable, making each of our brands “one-of-a-kind.” Our products are premium and made with simple, high-quality ingredients. Our people are at the center of all that we do. We empower our teams to lead with courage and tenacity, providing them with the confidence and agility to connect with our consumers and retail partners to drive unparalleled growth. We believe our focus on “one-of-a-kind” brands, products that people love, and passion for our people makes Sovos Brands a “one-of-a-kind” company and enables us to deliver on our objective of creating a growing and sustainable food enterprise yielding financial growth ahead of industry peers.

Unaudited Interim Condensed Consolidated Financial Statements

The interim condensed consolidated financial statements and related notes of the Company and its subsidiaries are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited interim condensed consolidated financial statements reflect all adjustments and disclosures which are, in our opinion, necessary for a fair presentation of the results of operations, financial position and cash flows for the indicated periods. All such adjustments were of a normal and recurring nature.

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The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted. The results reported in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire fiscal year and should be read in conjunction with our consolidated financial statements for the fiscal year ended December 26, 2020, included in our Prospectus filed with the SEC on September 24, 2021 (“Prospectus”).

2. Summary of Significant Accounting Policies

Refer to Note 2. Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Prospectus for a description of significant accounting policies that are not addressed below.

Dividends Paid

The Company does not have an established dividend policy. The Company’s board of directors (the “Board”) has sole authority to determine if and when dividends will be declared and on what terms. Dividend payments, if any, depend on the Company’s earnings, capital requirements, financial condition, excess availability under the Company’s lines of credit, market and economic conditions, and other factors considered relevant. The Company will record all dividends as a reduction to additional paid-in capital ("APIC"). Once APIC is reduced to zero, dividends will be recorded against retained earnings or accumulated deficit. See Note 13. Stockholders’ Equity for additional information on dividends paid.

Leasing Arrangements

Effective December 27, 2020, the Company adopted Accounting Standards Update 2016-02 (ASU 2016-02) which created a new topic, ASC 842 “Leases.” Subsequent to the issuance of ASU 2016-02, ASC 842 has been amended by various updates that amended and clarified the implementation of the standard.

In accordance with ASC 842, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use assets and lease obligations for its finance and operating leases with a term greater than 12 months, which are initially recognized based on the discounted future minimum lease payments over the term of the lease. The Company has elected the short-term practical expedient for short-term leases with an initial term of 12 months or less. As a result, the Company does not apply balance sheet recognition for these short-term leases and records aggregated lease expense.

The Company uses the implicit rate in the lease, if available, for calculating the present value of the lease payments. If the implicit rate is not readily determinable, the Company will use the applicable incremental borrowing rate in calculating the present value of the sum of the lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease.

The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company recognizes interest expense and depreciation expense for finance leases. Depreciation expense for assets held under finance leases are computed using the straight-line method over the lease term or useful life for leases that contain a transfer of title or reasonably certain purchase option. The Company elected to combine lease and non-lease components for all asset classes.

The Company’s lease agreements may contain variable lease payments for increases in rental payment as a result of indexation and variable storage and shipping utilization, common area maintenance, property tax, and utility charges, which are excluded from the measurement of its right-of-use assets and lease liabilities and are recognized as variable payments in the period in which the obligation for those payments is incurred. The Company’s real estate leases include

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base rent escalation clauses. The majority of these are based on the change in a local consumer price or similar inflation index. Payments that may vary based on an index or rate are included in the measurement of our right-of-use assets and lease liabilities at the rate as of the commencement date with any subsequent changes to those payments being recognized as variable payments in the period in which they occur. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. See Note 10. Leases for additional information on leases.

New Accounting Pronouncements and Policies

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The FASB has subsequently issued supplemental and/or clarifying ASUs inclusive of ASU 2020-05, which updated the effective date for certain non-public companies to annual reporting periods beginning after December 15, 2021. Early adoption is permitted. These updates require an organization to recognize right-of-use assets and lease liabilities on the balance sheet and also disclose certain qualitative and quantitative information about leasing arrangements that allow the users of the financial statements to better understand the amount, timing, and uncertainty of cash flows arising from leases.

The Company early adopted ASU 2016-02 and all associated amendments on the first day of fiscal year 2021 (December 27, 2020) which includes, as allowed under ASU 2018-11, the ability to recognize a cumulative-effect adjustment through opening accumulated deficit as of the date of adoption. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical assessments of: (1) whether contracts are, or contain, leases, (2) lease classification and (3) initial direct costs. The Company did not elect the hindsight practical expedient. The Company elected a policy of not recording leases on its Condensed Consolidated Balance Sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to renew the leased asset. Due to the adoption of this guidance, the Company recognized operating right-of-use assets and operating lease liabilities of $16.3 million and $21.7 million, respectively, on the Condensed Consolidated Balance Sheets as of the date of adoption. The difference between the right-of-use assets and lease liabilities is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. There was no impact to opening accumulated deficit as a result of the adoption of the guidance. The adoption of this new guidance did not have a material impact on the Company’s results of operations, cash flows, and liquidity, and did not have a material impact on the Company’s covenant compliance under its existing credit agreement.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. This standard is intended to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope, such as trade receivables. The amendment is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which amends existing guidance to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, including interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. The Company adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, which provides updates for technical corrections, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements across various areas of accounting within GAAP. This ASU is effective for all entities for fiscal years beginning after December 15, 2020. The amendments of this ASU should be applied retrospectively. The Company

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adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements or result in any retrospective changes.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments of ASU No. 2020-04 are effective for companies as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU No. 2021-1, Reference Rate Reform (Topic 848), which added clarification of the scope of Topic 848 for certain derivative instruments. The Company will continue to monitor the effects of rate reform, if any, on its contracts and the effects of adoption of these ASUs through December 31, 2022. The Company does not anticipate the amendments in these ASUs to be material to its consolidated financial statements upon adoption.

3. Business Acquisitions

On October 23, 2020, the Company completed the purchase of 100% ownership interest in Birch Benders, a provider of pancake and waffle mix, and frozen waffles, whose products cater to a variety of lifestyles, including organic, plant-based, protein, paleo and keto alternatives. The acquisition diversified the Company’s consumer base and strengthened its presence in the breakfast and snacking categories. Consideration transferred for the transaction totaled $151.4 million, of which $146.4 million was paid with cash at closing, and $5.0 million contingent consideration was paid in May 2021 based on the achievement of specified operating results following completion of the acquisition. The assets acquired and liabilities assumed were recorded at their estimated fair values. Cash consideration for the acquisition was provided through borrowings under the Company’s credit facilities and cash and cash equivalents on-hand.

The consideration transferred for the transaction is summarized as follows:

(In thousands)
Cash consideration	$	146,406
Contingent consideration		5,000
Consideration transferred	$	151,406

The following table sets forth the final allocation of the Birch Benders acquisition consideration transferred to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

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The final October 23, 2020 fair values are as follows:

(In thousands)
Accounts receivable, net	$	6,184
Inventories		13,697
Other current assets		129
Property and equipment		94
Intangible assets		96,300
Other long-term assets		11
Accounts payable		(4,543)
Accrued expense and other liabilities		(2,518)
Total assets acquired and liabilities assumed		109,354
Goodwill		42,052
Total consideration transferred	$	151,406

The final determination of the fair value of the assets acquired and liabilities assumed was completed during the quarter ended September 25, 2021. Since the initial preliminary estimates reported in the fourth quarter of 2020, the Company has updated certain amounts reflected in the preliminary purchase price allocation, as summarized in the fair values of assets acquired and liabilities assumed as set forth above. Specifically, accounts receivable acquired increased $253 thousand, inventories acquired decreased $167 thousand, other current assets acquired decreased $11 thousand, accounts payable assumed decreased $131 thousand and accrued expenses and other liabilities assumed increased $367 thousand. As a result of these adjustments, goodwill has increased $161 thousand.

Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. The final fair value determination of the assets acquired and liabilities assumed was completed prior to one year from the transaction completion, consistent with ASC 805, Business Combinations.

As a result of the acquisition of the Birch Benders business (the “Birch Benders Acquisition”), the Company recorded goodwill of $42.1 million. The goodwill recognized includes the fair value of the assembled workforce, which is not recognized as an intangible asset separable from goodwill, and expected synergies gained from the acquisition to generate revenue growth and future market development. The Company determined that the goodwill resulting from the Birch Benders Acquisition is deductible for tax purposes.

Intangible assets include the tradename and customer relationships of Birch Benders. Tradename represents the estimated fair value of the acquired entity’s name and logo with which the products are associated. The Company estimated the fair value of the tradename using the Multi-Period Excess Earnings Method. Significant assumptions include forecasted brand revenue adjusted to exclude inventory sales, company EBITDA margins, tax depreciation, tax rate, contributory asset charges, and discount rate.

Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers. The Company valued customer relationships using the avoided cost / lost profits method, a form of the income and cost approaches. Significant assumptions include forecast of revenues, cost of sales and operating expenses, and discount rate.

The final values assigned to tradename and customer relationships are $90.6 million and $5.7 million, respectively, and are amortized using the straight-line method over the estimated 20-year lives of the assets. The weighted average amortization period for the tradename and customer relationships is 20 years. See Note 7. Intangible Assets, Net for the estimated total intangible amortization expense during the next five years.

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4. Revenue Recognition

Revenue disaggregated by brand is as follows:

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Rao’s	$	101,118	$	75,157	$	299,632	$	217,382
Noosa		41,712		38,308		124,298		115,002
Michael Angelo’s		22,090		23,463		59,687		65,952
Birch Benders		13,813		—		46,325		—
Total net sales	$	178,733	$	136,928	$	529,942	$	398,336

5. Inventories

Inventories consisted of the following:

(In thousands)	September 25, 2021		December 26, 2020
Finished goods	$	49,206	$	27,734
Raw materials and packaging supplies		11,071		19,335
Total inventories	$	60,277	$	47,069

6. Goodwill

Changes in the carrying value of Goodwill during the 39-week period ended September 25, 2021 were as follows:

(In thousands)	Goodwill
Balance as of December 26, 2020	$	437,290
Purchase accounting adjustments (Note 3)		161
Balance as of September 25, 2021	$	437,451

The change in Goodwill attributed to the acquisition of a business during the 39 weeks ended September 25, 2021 was the result of measurement period adjustments made to the acquisition method of accounting for the Birch Benders Acquisition as described in Note 3. Business Acquisitions.

There were no impairment charges related to goodwill during the 13 weeks or 39 weeks ended September 25, 2021 or September 26, 2020.

7. Intangible Assets, Net

Intangible asset, net, consisted of the following:

	September 25, 2021
	Gross carrying		Accumulated		Net carrying
(In thousands)	amount		amortization		amount
Intangible assets - definite lives
Customer relationships	$	213,000	$	66,863	$	146,137
Tradename		192,347		20,019		172,328
		405,347		86,882		318,465
Intangible assets - indefinite lives
Tradename		153,000		—		153,000
Total intangible assets	$	558,347	$	86,882	$	471,465

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	December 26, 2020
	Gross carrying		Accumulated		Net carrying
(In thousands)	amount		amortization		amount
Intangible assets - definite lives
Customer relationships	$	213,000	$	53,461	$	159,539
Tradename		192,347		12,991		179,356
		405,347		66,452		338,895
Intangible assets - indefinite lives
Tradename		153,000		—		153,000
Total intangible assets	$	558,347	$	66,452	$	491,895

Amortization expense related to intangible assets during the 13 weeks ended September 25, 2021 and September 26, 2020 was $6.8 million and $5.6 million, respectively. Amortization expense related to intangible assets during the 39 weeks ended September 25, 2021 and September 26, 2020 was $20.4 million and $16.8 million, respectively. There were no impairment charges related to intangible assets during the 13 weeks or 39 weeks ended September 25, 2021 and September 26, 2020.

Estimated total intangible amortization expense during the next five fiscal years and thereafter is as follows:

(In thousands)	Amortization
Remainder of 2021	$	6,810
2022		27,240
2023		27,240
2024		27,240
2025		27,240
2026 and thereafter		202,695
Total	$	318,465

8. Accrued Expenses

Accrued expenses consisted of the following:

(In thousands)	September 25, 2021		December 26, 2020
Accrued trade	$	19,686	$	23,010
Accrued general expense		23,353		18,275
Accrued compensation and benefits		12,696		20,179
Accrued marketing		4,679		3,637
Total accrued expenses	$	60,414	$	65,101

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9. Long-Term Debt

Long-term debt consisted of the following:

	September 25, 2021
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Initial First Lien Term Loan Facility	$	580,000	$	(7,985)	$	572,015
Initial Second Lien Facility		200,000		(4,308)		195,692
Revolving Facility		—		—		—
Finance lease liabilities		7,113		—		7,113
Total debt	$	787,113	$	(12,293)		774,820
Less: current portion of long-term debt						5,800
Less: current portion of finance lease liabilities						97
Total long-term debt					$	768,923

	December 26, 2020
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Senior debt	$	374,146	$	(10,282)	$	363,864
Revolver		—		—		—
Total debt	$	374,146	$	(10,282)		363,864
Less: current portion of long-term debt						3,818
Total long-term debt					$	360,046

Senior Debt

In November 2018, in conjunction with the acquisition of Noosa, Sovos Intermediate (“Borrower”) entered into a Credit Facility Agreement with Credit Suisse, Citizens Bank N.A. (“Citizens”), Deutsche Bank, and Aresbank, S.A. (“Credit Agreement”) with a term loan of $280 million (“2018 Term Loan”) and a revolving line of credit of $45 million (“Revolving Line of Credit”). In accordance with the Credit Agreement, the Company repaid the outstanding 2017 term loan of $158.4 million with Citizens as well as the amount outstanding under the revolving line of credit of $7.0 million.

In October 2020, the Company entered into an amendment to its Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement provided, among other things, for an additional $100.0 million term loan (the “Incremental Term Loan”) which was part of the same class and had the same terms as the 2018 Term Loan. The Company analyzed the amendment and determined the Incremental Term Loan was not considered a debt modification because the existing 2018 Term Loan was not paid off. The Company paid debt issuance costs related to the Incremental Term Loan of $3.2 million, which were all capitalized.

In June 2021, Sovos Intermediate entered into a First Lien Credit Agreement (“First Lien Credit Agreement”) among Sovos Intermediate, Sovos Brands Holdings, Inc., Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent and collateral agent, and the lenders and issuing banks from time to time party thereto (“First Lien Lenders”), consisting of an initial term loan facility of $580.0 million (“Initial First Lien Term Loan Facility”), and a revolving credit facility of $125.0 million (“Revolving Facility”), including a letter of credit facility with a $45.0 million sublimit. Also in June 2021, Sovos Intermediate entered into a Second Lien Credit Agreement (“Second Lien Credit Agreement”) among Sovos Intermediate, Sovos Brands Holdings, Inc., Owl Rock Capital Corporation, as administrative agent and collateral agent, and the lenders from time to time party thereto (“Second Lien Lenders”), consisting of an initial term loan facility of $200.0 million (“Initial Second Lien Facility”). In accordance with the First Lien Credit Agreement

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and Second Lien Credit Agreement, the Company repaid the outstanding 2018 Term Loan and Incremental Term Loan of $373.2 million to Credit Suisse and made a restricted payment for the purpose of paying a dividend in the amount of $400.0 million to the direct or indirect equity holders of the Ultimate Parent. See Note 13. Stockholders’ Equity for further information on the dividend payment.

As the debt transaction on the Initial First Lien Term Loan Facility and Initial Second Lien Facility was accounted for as an extinguishment of the old debt, the Company wrote off $9.4 million of the existing 2018 Term Loan and Incremental Term Loan debt issuance costs to expense. The Initial First Lien Term Loan Facility and Initial Second Lien Facility were issued with discounts of $1.5 million and $4.0 million respectively, and the Company paid debt issuance costs of $6.8 million and $0.5 million respectively. The discounts and debt issuance costs paid on the Initial First Lien Term Loan Facility and Initial Second Lien Facility were capitalized. The debt transaction on the Revolving Facility was accounted for as a debt modification. The Company continued to amortize $0.2 million of the existing Revolving Line of Credit debt issuance costs over the new life of the debt, wrote off $0.3 million of the existing Revolving Line of Credit debt issuance costs to expense, and paid $1.1 million in debt issuance costs for the new Revolving Facility, which was capitalized.

The amortization of debt issuance costs and discount of $0.5 million and $0.4 million for the 13 weeks ended September 25, 2021 and September 26, 2020, respectively, and $1.6 million and $1.3 million for the 39 weeks ended September 25, 2021 and September 26, 2020, respectively, is included within interest expense in the Condensed Consolidated Statements of Operations.

The interest rate for the Initial First Lien Term Loan Facility and Revolving Facility is London Inter-Bank Offered Rate (“LIBO Rate”) plus an applicable rate contingent on the Company’s calculated first lien leverage ratio, ranging from 400 to 425 basis points, and is subject to a 50 basis points reduction, at each level, after the consummation of an initial public offering (as used in this paragraph, an "IPO"). The interest rate for the Initial Second Lien Facility is LIBO Rate plus 8.00% per annum and is subject to a 25 basis points reduction after the consummation of an IPO. In no event shall the LIBO Rate be less than 0.75% per annum for both the Initial First Lien Term Loan Facility and the Initial Second Lien Facility, or less than 0.00% per annum for the Revolving Line of Credit. The Initial First Lien Term Loan Facility mature on June 8, 2028, the Initial Second Lien Facility mature on June 8, 2029 and the Revolving Facility matures on June 8, 2026. The Initial First Lien Term Loan Facility and the Initial Second Lien Facility are collateralized by substantially all of the assets of the Company.

As of September 25, 2021, the Company had available credit of $125 million under the Revolving Facility, and as of December 26, 2020, the Company had available credit of $45 million under the Revolving Line of Credit. There was zero outstanding on either of the Company’s Revolving Lines of Credit as of September 25, 2021 and December 26, 2020. As of September 25, 2021, the effective interest rate for the Initial First Lien Term Loan Facility and Revolving Facility was 5.00%, and the effective interest rate for the Initial Second Lien Facility was 8.75%. As of December 26, 2020, the effective interest rate for the Incremental Term Loan and the 2018 Term Loan was 5.70%.

Loan Covenants

In connection with the First Lien Credit Agreement and Second Lien Credit Agreement, the Company has various financial, affirmative, and negative covenants that it must adhere to as specified within the loan agreements. The First Lien Credit Agreement contains a springing financial covenant, which requires the Borrower to maintain a first lien net leverage ratio of consolidated first lien net debt to consolidated EBITDA (with certain adjustments as set forth in the First Lien Credit Agreement) no greater than 6.95:1.00. Such financial covenant is tested only if outstanding revolving loans (excluding any undrawn letters of credit) minus unrestricted cash exceed 35% of the aggregate revolving credit commitments. The financial covenant is subject to customary “equity cure” rights. In addition, under the First Lien Credit Agreement, an annual excess cashflow calculation is required, to determine if any excess is required to be paid on the Initial First Lien Term Loan Facility. As of September 25, 2021, the Company had no outstanding revolving loans, so did not meet the requirement to test the financial covenant under the First Lien Credit Agreement. As of December 26, 2020, the Company was compliant with its financial covenants under the Amended Credit Agreement, and no cash was required to be paid on the Incremental Term Loan and 2018 Term Loan.

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Finance Lease Liabilities

The Company classifies a lease as a finance lease if the lease term is for a major part, or at least 75%, of the remaining economic life of the underlying asset, or if a lease triggers the present value test or the alternative use test. Prior to the adoption of ASU 2016-02, finance lease liabilities were classified within accrued expenses and other long-term liabilities.

See Note 10. Leases and Note 16. Related Party Transactions for additional discussion of the finance lease liabilities.

10. Leases

The Company leases real estate in the form of distribution centers, manufacturing facilities, equipment, and office space. Generally, the term for real estate leases ranges from 2 to 10 years at inception of the contract. Generally, the term for equipment leases is 5 years at inception of the contract. Most manufacturing facilities and office space leases include one or more options to renew, with renewal terms that generally can extend the lease term from 2 to 30 years. The exercise of lease renewal options is at the Company’s discretion.

Operating and finance lease costs are included within Cost of sales and Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. Sublease income was not material for the periods presented.

The components of lease expense were as follows:

		13 Weeks Ended		39 Weeks Ended
(In thousands)	Statement of Operations Caption	September 25, 2021		September 25, 2021
Operating lease cost:
Lease cost	Cost of sales and Selling, general and administrative	$	841	$	2,426
Variable lease cost (1)	Cost of sales and Selling, general and administrative		356		1,012
Total operating lease cost			1,197		3,438
Short term lease cost	Cost of sales and Selling, general and administrative		61		172
Finance lease cost:
Amortization of right-of-use assets	Cost of sales and Selling, general and administrative		66		196
Interest on lease liabilities	Interest expense		133		399
Total finance lease cost			199		595
Total lease cost		$	1,457	$	4,205

(1) Variable lease cost primarily consists of common area maintenance, utilities, taxes, and insurance.

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The gross amount of assets and liabilities related to both operating and finance leases were as follows:

(In thousands)	Balance Sheet Caption	September 25, 2021
Assets
Operating lease right-of-use assets	Operating lease right-of-use assets	$	16,267
Finance lease right-of-use assets	Property and equipment, net		6,364
Total lease assets		$	22,631
Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	3,176
Finance lease liabilities	Current portion of long-term debt		97
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		18,089
Finance lease liabilities	Long-term debt, net of debt issuance costs		7,016
Total lease liabilities		$	28,378

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases at September 25, 2021 were as follows:

	Operating Leases		Finance Leases
Weighted-average remaining lease term (in years)	7.3		34.9
Weighted-average discount rate	4.9	%	7.8	%

Future maturities of lease liabilities as of September 25, 2021 were as follows:

(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2021	$	1,066	$	155
2022		4,035		604
2023		4,040		609
2024		3,472		557
2025		2,961		549
Thereafter		9,914		19,489
Total lease payments		25,488		21,963
Less: Interest		(4,223)		(14,850)
Present value of lease liabilities	$	21,265	$	7,113

As of September 25, 2021, the Company did not have any significant additional operating or finance leases that have not yet commenced.

Supplemental cash flow and other information related to leases were as follows:

	39 Weeks Ended
(In thousands)	September 25, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,883
Operating cash flows from finance leases		399
Financing cash flows from finance leases		49
Right-of-use assets obtained in exchange for new lease liabilities
Finance leases		—
Operating leases		1,638

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Comparative Information as Reported Under Previous Accounting Standards

The following comparative information is reported based upon previous accounting standards in effect for the periods presented.

Future minimum payments under lease arrangements with a remaining term in excess of one year as of December 26, 2020 were as follows:

	Capital		Operating		Related Party		Related Party
(In thousands)	Leases		Leases		Capital Lease		Operating Lease
Fiscal Year Ending:
2021	$	105	$	3,783	$	495	$	27
2022		105		3,808		500		27
2023		105		3,813		505		28
2024		48		3,244		510		28
2025		34		2,733		515		28
Thereafter		—		7,650		19,489		1,065
Total	$	397	$	25,031	$	22,014	$	1,203

For the 13 weeks and 39 weeks ended September 26, 2020, rent expense for operating leases was $0.8 million and $2.5 million, respectively.

11. Commitments and Contingencies

Litigation

From time to time, we are subject to various legal actions arising in the ordinary course of our business. We cannot predict with reasonable assurance the outcome of these legal actions brought against us as they are subject to uncertainties. Accordingly, any settlement or resolution in these legal actions may occur and affect our net income (loss) in such period as the settlement or resolution. We do not believe the outcome of any existing legal actions would have a material adverse effect on our consolidated financial statements taken as a whole.

Purchase Commitments

As of September 25, 2021, the Company had purchase commitments to third-party manufacturers, primarily for materials and supplies used in the manufacture of the Company’s products, for an aggregate of $22.1 million.

See Note 16. Related Party Transactions for information about our commitments to related parties.

12. Equity-Based Compensation

Prior to the pricing of the Company’s IPO on September 22, 2021, the employees and certain nonemployees of the Company received equity-based compensation in the form of Incentive Units (“IUs”) of the Ultimate Parent, as consideration for services to the Company. The IUs, which did not have voting rights, were deemed to be equity instruments subject to expense recognition under FASB ASC 718, Compensation — Stock Compensation. The estimate of fair value of the IUs granted was determined as of the grant date.

The fair value of the IUs was estimated using a two-step process. First, the enterprise value of Sovos Brands Holdings, Inc. was established using two generally accepted valuation methodologies: discounted cash flow analysis and guideline comparable public company analysis. Second, the enterprise value was allocated among the securities that comprise the capital structure of Sovos Brands Holdings, Inc. using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate.

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The IUs were held as partnership interests in the Ultimate Parent. In connection with the IPO, the Ultimate Parent distributed its shares of Sovos Brands, Inc. common stock to its limited partners, including holders of IUs, in accordance with the applicable terms of its partnership agreement. Holders of IUs received shares of common stock and restricted common stock of Sovos Brands, Inc. in respect of their IUs. The common stock was distributed with respect to vested IUs and the restricted common stock was distributed with respect to unvested IUs, with the vesting of such restricted common stock tracking the same vesting terms as the related unvested IUs.

As of September 25, 2021, 94,646 shares of restricted common stock resulting from the distribution of common stock with respect to unvested time-based IUs vest upon fulfilling time-based service conditions and are scheduled to vest through 2024. As of September 25, 2021, the remaining 3,319,291 shares of restricted common stock resulting from the distribution with respect to unvested performance-based IUs will vest only if certain performance conditions are achieved including exceeding a multiple of invested capital (“MOIC”). Shares of restricted common stock that do not vest are not cancelled but instead remain outstanding and are forfeited back to the Ultimate Parent.

During the 13 weeks and 39 weeks ended September 25, 2021, the Company recorded equity-based compensation expense of approximately $0.3 million and $1.4 million, respectively, related to the restricted common stock with time-based service vesting conditions. During the 13 weeks and 39 weeks ended September 26, 2020, the Company recorded equity-based compensation expense of approximately $0.5 million and $1.5 million, respectively, related to the IUs with time-based service vesting conditions.

In connection with the IPO, a change in the vesting of the existing performance-based IUs and accordingly the related distributed restricted stock resulted in a modification to the grants and required the shares to be revalued as of the IPO date, resulting in a modified grant date fair value of approximately $13.0 million. The fair value of the performance-based restricted stock awards was calculated using a Monte Carlo simulation option pricing model which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate.  Specifically, the model revalued the performance units based on the revised vesting condition of the 2.0x MOIC restricted stock units achieving the 2.0x MOIC based on a 30-day volume weighted average price with remainder of the restricted stock units vesting upon the earlier of the Ultimate Parent owning 25% or less of the company or 30 months post-IPO.

The Company recognized approximately $0.7 million of equity-based compensation expense during the 13 weeks ended September 25, 2021 related to the performance-based restricted common stock and will recognize the remaining expense for these awards ratably over the applicable 30-month period. Prior to the distribution of common stock with respect to the performance-based IUs, the performance conditions for the performance-based IUs were not deemed probable of occurrence, and therefore, no compensation cost was recorded for such IUs prior to September 23, 2021.

The equity-based compensation expense prior to the IPO was considered to be a transaction with the Ultimate Parent and was classified as a component within additional paid-in capital in the Company’s consolidated statements of changes in stockholder’s equity.

2021 Equity Incentive Plan

Effective September 21, 2021, the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) which reserves 9,739,244 shares of common stock. The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units or stock-based awards to eligible employees, consultants and directors.

Issuance of Restricted Stock Units

In connection with the IPO, and under the 2021 Plan, the Company granted 967,158 time-based restricted stock units (“RSUs”) to certain employees and independent directors. The RSUs include (i) 759,362 RSUs issued to certain employees with each award vesting 100% on the third anniversary of the grant date, subject in general to the applicable employee’s continued service through the vesting date, (ii) 191,130 RSUs issued to certain employees and independent directors with each award vesting in three equal annual installments, subject in general to the employee’s or director’s continued service through the vesting date, and (iii) 16,666 RSUs issued to certain of our independent directors that vest on the earlier of the first anniversary of the grant date and immediately prior to our first annual meeting of stockholders following the IPO, in each case subject to the applicable director’s continued service through the vesting date. Additionally, in connection with

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the IPO, and under the 2021 Plan, the Company granted 687,690 performance-based restricted stock units (“PSUs) to certain employees with each award vesting subject in general to the achievement of the performance condition and subject to the employee’s continued service through the vesting date.

The fair value of the PSUs was estimated using a Monte Carlo simulation option pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. The Company expects to record equity-based compensation expense of approximately $16.5 million through the third quarter of 2024 resulting from the issuance of these PSUs.

As of September 25, 2021, there was an aggregate of 8,084,396 shares of common stock available for future equity awards under the 2021 Plan.

13. Stockholders’ Equity

Dividend distribution

On June 8, 2021, the Company paid a one-time cash dividend to the Ultimate Parent. The total amount of the dividend was $400 million and was recorded against APIC.

Stock split

On September 8, 2021, the Company filed a certificate of amendment to its Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware. Prior to the effective date of the Certificate of Amendment, the Company was authorized to issue 750,000 shares of common stock at $0.01 par value. As a result of the filing of the Certificate of Amendment, the Company became authorized to issue 500,000,000 shares of common stock at $0.001 par value. Pursuant to the Certificate of Amendment, on September 8, 2021 the Company effected a stock split of its common stock, at a rate of 120.8-for-1 (the “Stock Split”), accompanied by a corresponding increase in the Company's issued and outstanding shares of common stock. No fractional shares of common stock were issued upon the Stock Split. Any holder of common stock with aggregated shares totaling to fractional shares were rounded up to the nearest whole share. The accompanying consolidated financial statements and related disclosure for periods prior to the Stock Split have been retroactively restated to reflect the filing of the Certificate of Amendment, including the Stock Split.

As a result of the Stock Split, the Company had a total of 74,058,447 shares issued and outstanding as of September 8, 2021. In connection with the IPO, on September 22, 2021, the Ultimate Parent distributed its shares of Sovos Brands, Inc. common stock to its limited partners, including holders of IUs, in accordance with the applicable terms of its partnership agreement.

Preferred Stock

On September 23, 2021, the Company filed an amended and restated certificate of incorporation (“Amended and Restated Charter”) with the Secretary of State of the State of Delaware, which was effective on September 23, 2021. As a result of the filing of the Amended and Restated Charter, the Company was authorized to issue 510,000,000 shares, divided into two classes as follows: (i) 500,000,000 shares are designated shares of common stock, par value $0.001 per share, and (ii) 10,000,000 shares are designated shares of preferred stock, par value $0.001 per share.

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14. Income Taxes

The tax expense and the effective tax rate resulting from operations were as follows:

	13 Weeks Ended						39 Weeks Ended
(In thousands)	September 25, 2021			September 26, 2020			September 25, 2021			September 26, 2020
Income (loss) before income taxes	$	(1,117)		$	2,010		$	13,972		$	16,002
Effective income tax (expense) benefit	$	(3,497)		$	226		$	(8,213)		$	(4,698)
Effective tax rate		313.1	%		11.2	%		58.8	%		29.4	%

The effective tax rates for the 13 weeks and 39 weeks ended September 25, 2021 and September 26, 2020 differ from the statutory United States federal income and state and local income tax rates primarily due to nondeductible stock-based compensation, limitation on the deduction of executive compensation for public companies, and costs associated with the IPO that require capitalization for federal income tax purposes.

The Company’s effective tax rate may increase or decrease with changes in, among other things, the amount of income or loss by jurisdiction, changes in tax law, and the movement of liabilities established pursuant to accounting guidance for unrecognized tax benefits as statutes of limitations expire, positions are effectively settled, or when additional information becomes available.  Significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate and recognized in the interim period in which the transaction arises. For the 39 weeks ended September 25, 2021, the Company excluded the $9.7 million of debt extinguishment costs in the calculation of the effective tax rate. For the 13 weeks ended September 25, 2021 and the 13 weeks and 39 weeks ended September 26, 2020, there were no significant unusual or infrequent items excluded in the calculation of the effective tax rate. Proposed or pending tax law changes in the various jurisdictions in which we do business may have an impact on our effective tax rate and will be reflected as such in the period of enactment. Based upon the mix and timing of the Company’s actual annual earnings or loss compared to annual projections, as well as changes in the factors noted above, the Company’s effective tax rate may vary quarterly and may make quarterly comparisons not meaningful.

15. Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date, and establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: inputs for the asset or liability that are based on unobservable inputs in which there is little or no market data.

Cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses are reflected in the Condensed Consolidated Balance Sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.

The Company’s borrowing instruments are recorded at their carrying values in the Condensed Consolidated Balance Sheets, which may differ from their respective fair values. The carrying values and estimated fair values of the Company’s senior debt and revolver approximate their carrying values as of September 25, 2021 and December 26, 2020, based on interest rates currently available to the Company for similar borrowings.

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There were no transfers of financial instruments between the three levels of fair value hierarchy during the 39 weeks ended September 25, 2021 and the fiscal year ended December 26, 2020.

16. Related Party Transactions

The Company has two related party leases for a manufacturing facility and land. The facility and land are leased from Morning Fresh Dairy (“Morning Fresh”), a related party entity owned and controlled by a board member of the Company and major equity holder of the Ultimate Parent. The facility lease and land lease are classified as a finance lease and operating lease, respectively, based on the original lease term and reasonably certain renewal options. As of September 25, 2021, the facility has a lease liability balance of $6.8 million which is primarily recognized as long-term debt in our Condensed Consolidated Balance Sheets. As of September 25, 2021, the land lease has a liability balance of $0.5 million which is primarily recognized as long-term operating lease liabilities in our Condensed Consolidated Balance Sheets. The facility and land lease contained total payments of approximately $144 thousand and $120 thousand for the 13 weeks ended September 25, 2021 and September 26, 2020, respectively, and $393 thousand and $361 thousand for the 39 weeks ended September 25, 2021 and September 26, 2020, respectively.

Morning Fresh regularly purchases finished goods inventory from the Company for sale to its customers. Additionally, Morning Fresh regularly supplies milk used in the Company’s manufacturing process.

Sales to and purchases from Morning Fresh were as follows:

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Sales	$	122	$	112	$	357	$	329
Purchases	$	1,468	$	1,186	$	4,309	$	3,792

Amounts outstanding in respect to Morning Fresh transactions were as follows:

(In thousands)	September 25, 2021		December 26, 2020
Receivables	$	34	$	66
Payables	$	666	$	503

The Company has a milk supply agreement with Morning Fresh for a base term ending December 31, 2027, with the option available for extension for a total of fifteen additional 2-year periods to December 31, 2057. Four years’ advance written notice is required to terminate the agreement. Milk will be priced on a month-to-month basis by USDA Central Federal Order No. 32 for Class II milk, plus surcharges and premiums, provided that the final price of the milk shall be 23.24 cents per hundred weight less than the published Dairy Farmers of America bill for that month. The Company will accept up to 3,650,000 gallons as determined by Morning Fresh in 2020, and for each year of the term thereafter. As of September 25, 2021, the Company has future commitments to purchase approximately $33.9 million of milk from Morning Fresh, approximated at current market price. In addition, the Company has agreed to pay an additional $33 thousand monthly through December 31, 2027 to cover the landowner’s incremental costs relating to capital improvements necessary to support increased milk production required by the Company over the term of this agreement. If the agreement is terminated before December 1, 2027, the Company will be required to pay an early termination penalty, which declines from $3.0 million at the inception of the agreement to $0 over the ten-year term, based on an amortization table outlined in the agreement.

In January 2019, the Company entered into an agreement with a stockholder, to sell and issue 5,217 Class A units in exchange for a $6 million stockholder note receivable, which was recorded within stockholders’ equity. In accordance with the agreement, interest on the note accrued and compounded quarterly at a rate equal to the long-term applicable federal rate per annum on date of issuance on the unpaid principal amount of the note. The federal rate used on the date of issuance was the January 2019 long-term applicable federal rates for purposes of IRC 1274(d), which was 3.12%. On February 26, 2021, the stockholder note receivable plus accrued and unpaid interest was paid in full in the amount of $6.4 million.

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Advent International Corporation (“Advent” or “our Sponsor”) is a private equity firm which has invested funds in the Ultimate Parent. Although no individual fund owns a controlling interest in us, together the funds represent our current majority owners.

Our Sponsor and its affiliates have ownership interests in a broad range of companies. We have entered and may in the future enter into commercial transactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services.

During the 13 weeks and 39 weeks ended September 25, 2021 and the 13 weeks and 39 weeks ended September 26, 2020, our Sponsor held an interest in Fort Dearborn Company (“Fort Dearborn”), a supplier of packaging labels. Purchases of labels from Fort Dearborn were $0.2 million and $1.5 million for the 13 weeks and 39 weeks ended September 25, 2021, respectively and $0.7 million and $1.3 million for the 13 weeks and 39 weeks ended September 26, 2020, respectively.

17. Earnings Per Share

Basic and diluted earnings (loss) per share (“EPS’) were as follows:

	13 Weeks Ended				39 Weeks Ended
(In thousands, except share and per share amounts)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net income (loss)	$	(4,614)	$	2,236	$	5,759	$	11,304
Basic
Weighted average basic common shares outstanding		74,058,447		74,058,719		74,058,447		74,058,644
Basic earnings (loss) per share	$	(0.06)	$	0.03	$	0.08	$	0.15
Diluted
Weighted average diluted common shares outstanding		74,058,447		76,394,135		74,058,453		76,259,190
Diluted earnings (loss) per share	$	(0.06)	$	0.03	$	0.08	$	0.15

EPS calculations for the 13 weeks ended September 25, 2021 excluded 61 shares that would have been anti-dilutive due to the net loss for the period.

There were no anti-dilutive shares for the EPS calculations for the 39 weeks ended September 25, 2021 and the 13 weeks and 39 weeks ended September 26, 2020, respectively.

18. Subsequent Events

The Company has evaluated subsequent events after the balance sheet date of September 25, 2021, through the filing date of this report. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited Condensed Consolidated Financial Statements.

Organizational Transactions and IPO

On September 27, 2021, the Company closed its IPO of 23,334,000 shares of common stock, $0.001 par value per share, at an offering price of $12.00 per share, and received net proceeds from the IPO of approximately $263.2 million, net of $16.8 million in underwriting discounts and commissions.

Subsequent to the IPO, the underwriters exercised their option to purchase an additional 3,500,100 shares of common stock. The Company closed its sale of such additional shares on October 5, 2021, resulting in net proceeds of approximately $39.5 million, net of $2.5 million in underwriting discounts and commissions.

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As a result of the IPO and the exercise of the underwriters’ option to purchase additional shares, the new investors in the Company own 26,834,100 shares of the common stock, or approximately 26.6% of the total 100,892,547 shares of common stock outstanding as of November 9, 2021.

Long-Term Debt

On September 27, 2021, using net proceeds of the IPO, the Company paid the full outstanding principal balance on the Initial Second Lien Facility of $200.0 million plus accrued interest of approximately $2.9 million. Upon the full prepayment of the Initial Second Lien Facility, the Company recognized a loss on the loan extinguishment resulting in a write-off of $4.3 million of the related unamortized issuance costs and discounts. Additionally, on September 29, 2021, and October 8, 2021, the Company prepaid $59.7 million and $39.5 million, respectively, of the outstanding principal balance under the Initial First Lien Term Loan Facility, plus total accrued interest of approximately $0.9 million. Upon the partial prepayment of the Initial First Lien Term Loan Facility, the Company recognized a $1.4 million proportional loss on the partial extinguishment of the related unamortized issuance costs and discounts.

The remaining principal balance on the Initial First Lien Term Loan Facility, after the $59.7 million and $39.5 million prepayments, is $480.8 million. The Company has directed Credit Suisse to apply the prepayments against future scheduled principal installments, which eliminates all future principal payments for the remaining term of the loan.

As of September 27, 2021, the closing date of the IPO, the interest rate on the Initial First Lien Term Loan Facility and Revolving Facility decreased 50 basis points, from an effective rate of 5.00% to 4.50%.

Equity-Based Compensation

On November 4, 2021, the Company and the Limited Partnership modified a portion of the existing equity-based compensation awards dated September 22, 2021 among the Company, Limited Partnership and the holders of such restricted stock. As a result of these modifications, a portion of the shares that would have vested based upon a 4.0 MOIC (including any related linear interpolation, the “Original Vesting Criteria”) instead vest on the last day of fiscal 2022 or on the last day of fiscal 2023, or upon achievement of the Original Vesting Criteria, if earlier. The Company expects that this modification will result in an incremental non-cash expense of approximately $5.0 million through the fourth quarter of fiscal 2022 and approximately $1.1 million in fiscal 2023.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements. Forward-looking statements can be identified by words, such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

● competition in the packaged food industry and our product categories;

● the COVID-19 pandemic and associated effects;

● our inability to identify, consummate or integrate new acquisitions or realize the projected benefits of acquisitions;

● our inability to effectively manage our growth;

● our inability to successfully introduce new products or failure of recently launched products to meet expectations or remain on-shelf;

● our inability to expand household penetration and successfully market our products;

● erosion of the reputation of one or more of our brands;

● issues with the major retailers, wholesalers, distributors and mass merchants on which we rely, including if they give higher priority to other brands or products, perform poorly or declare bankruptcy;

● our vulnerability to decreases in the supply of and increases in the price of raw materials and labor, manufacturing, distribution and other costs, and our inability to offset increasing costs through cost savings initiatives or pricing;

● our vulnerability to the impact of severe weather conditions, natural disasters and other natural events on our manufacturing facilities, co-packers or raw material supplies;

● failure by us or third-party co-packers or suppliers of raw materials to comply with food safety, environmental or other laws or regulations, or new laws or regulations;

● our dependence on third-party distributors and third-party co-packers, including one co-packer for the substantial majority of our Rao’s Homemade sauce products;

● failure to protect, or litigation involving, our tradenames or trademarks and other rights;

● our level of indebtedness and our duty to comply with covenants under our First Lien Credit Agreement; and

● the interests of Advent International Corporation (“Advent”) may differ from those of public stockholders.

See Part II. Item IA. “Risk Factors” for a further description of these and other factors. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Form 10-Q. Any forward-looking statement made by us in this speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Sovos Brands, Inc. and its subsidiaries. The Company’s fiscal year ends on the last Saturday in December of each year and as a result, a 53rd week is added approximately every sixth year. Our fiscal years ended December 25, 2021 (“fiscal 2021”) and December 26, 2020 (“fiscal 2020”) each have 52 weeks. Our fiscal year ending December 31, 2022 (“fiscal 2022”) will have 53 weeks. Our fiscal quarters are comprised of 13 weeks each, ending on the 13th Saturday of each quarter, except for the 53-week

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fiscal years for which the fourth quarter will be comprised of 14 weeks, ending on the 14th Saturday of such fourth quarter. The information for the 13 and 39 weeks ended September 25, 2021 and September 26, 2020 are derived from the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q.

Overview

We are the fastest growing food company of scale in the United States, focused on acquiring and building disruptive growth brands that bring today’s consumers great tasting food that fits the way they live. Our brands, Rao’s, Michael Angelo’s, noosa and Birch Benders are built with authenticity at their core, providing consumers food experiences that are genuine, delicious and unforgettable, making each of our brands “one-of-a-kind.” Our products are premium and made with simple, high-quality ingredients. Our people are at the center of all that we do. We empower our teams to lead with courage and tenacity, providing them with the confidence and agility to connect with our consumers and retail partners to drive unparalleled growth. We believe our focus on “one-of-a-kind” brands, products that people love, and passion for our people makes Sovos Brands a “one-of-a-kind” company and enables us to deliver on our objective of creating a growing and sustainable food enterprise yielding financial growth ahead of industry peers.

Since our inception, we have been focused on building an organization with the capabilities to acquire, integrate, and grow brands as we continue to scale. Our business model is grounded in acquiring “one-of-a- kind” brands, and leveraging a common infrastructure and shared playbook to drive growth. We have a track record of successful deals and have successfully completed four acquisitions:

● in January 2017, we completed the acquisition of Bottom Line Food Processors, Inc. d/b/a Michael Angelo’s Gourmet Foods;

● in July 2017, we completed the acquisition of Rao’s Specialty Foods;

● in November 2018, we completed the acquisition of 100% of the outstanding capital stock of Noosa Holdings, Inc. (the “Noosa Acquisition”); and

● in October 2020, we completed the acquisition of the Birch Benders business (the “Birch Benders Acquisition”).

On September 22, 2021, Sovos Brands, Inc. priced its initial public offering (the “IPO”) of 23,334,000 shares of common stock, $0.001 par value per share, which excluded the underwriters’ option to purchase an additional 3,500,100 shares of common stock, at an offering price of $12.00 per share. The IPO closed on September 27, 2021 and resulted in net proceeds of approximately $263.2 million, after deducting underwriting discounts and commissions. Subsequent to the IPO, the underwriters exercised their options to purchase an additional 3,500,100 shares of common stock. The Company closed its sale of such additional shares on October 5, 2021, resulting in net proceeds of approximately $39.5 million, after deducting underwriting discounts and commissions.

Recent Developments

Emerging Growth Status

As a company with less than $1.07 billion in gross revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other regulatory requirements for up to five years that are otherwise applicable generally to public companies. These provisions include, among other matters:

• requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

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• exemption from the auditor attestation requirement on the effectiveness of our system of internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

• exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

• exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

• an exemption from the requirement to seek non-binding advisory votes on executive compensation and golden parachute arrangements; and

• reduced disclosure about executive compensation arrangements.

We will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, which was September 22, 2021, unless, prior to that time, we have more than $1.07 billion in annual gross revenue, have a market value for our common stock held by non-affiliates of more than $700 million as of the last day of our second fiscal quarter of the fiscal year and a determination is made that we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or issue more than $1.0 billion of non- convertible debt over a three-year period, whether or not issued in a registered offering. We have availed ourselves of the reduced reporting obligations with respect to audited financial statements and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and executive compensation disclosure and expect to continue to avail ourselves of the reduced reporting obligations available to emerging growth companies in future filings.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. An emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Impact of COVID-19; Inflationary Environment

We continue to actively monitor the impact of COVID-19 on all aspects of our business. We have closely monitored and implemented the emerging shifts in government and health agency protocols and safety guidelines related to the COVID-19 pandemic throughout the past 18 months. We experienced incremental operating costs at our manufacturing and warehouse facilities in 2020 to promote safe operations and maintain our ability to supply our products, including frontline worker pay, employee protective equipment and higher utilization of temporary labor, as well as additional investments in thermal technology. Partially mitigating these higher operating costs were reduced employee travel and meeting costs. These impacts have continued into 2021. We benefited from changes in consumer shopping and consumption patterns, including dramatic increases of in-home consumption and trial of our products, resulting in increased household penetration of our brands in 2021. We cannot predict the degree to, or the period over, which we will be affected by the COVID-19 pandemic and resulting governmental and other measures or changes thereto, including easing of restrictions. The global impact of the COVID-19 pandemic continues to rapidly evolve, and we continue to closely monitor the impact of the COVID-19 pandemic on our business and remain focused on prioritizing the health of our employees while maintaining the continuity of our product supply throughout the supply chain. To support the strong demand for our products, we are closely collaborating with our suppliers to meet our expected service levels.

In the quarter ended September 25, 2021, we experienced increased cost of sales, as a percentage of net sales, as a result of higher freight and shipping costs and raw material costs. We anticipated continued inflationary pressure and accordingly, we announced price increases for Rao’s sauces with the goal of mitigating increased cost of sales. Since the price increase announcement on Rao’s sauces, we have experienced increased inflationary pressure and volatility, and

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accordingly recently announced price increases on additional products, as well as removing our least efficient promotions to drive net price increases and assist in mitigating inflation.  

Going forward, we continue to expect higher inflation and distribution costs to persist as a headwind in the near term given the tight global supply chain. Consistent with the industry, we are seeing cost increases in several raw materials like milk, fruit, resin, and cardboard. Transportation challenges continue to be acute, particularly due to logistical issues at major ports as well as intermodal and trucking delays, which have resulted in long lead times and higher logistics costs.  We expect these costs to be mitigated in fiscal 2022 by the pricing actions, as well as productivity initiatives.

We expect to develop additional initiatives to mitigate inflationary pressure on top of the various productivity initiatives already in progress. Some of our ongoing supply chain initiatives today include: the further automation of our own production facilities, optimization of our co-manufacturing network, packaging value engineering, and competitive procurement actions. Collectively, we expect these initiatives to generate cost savings beginning in late fourth quarter of 2021 and to be fully realized in fiscal 2022.  

Key Performance Indicators

We regularly review a number of metrics to evaluate our business, measure our progress and make strategic decisions. EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income, which are non-United States Generally Accepted Accounting Principles (“GAAP”) measures, are currently utilized by management and may be used by our competitors to assess performance. We believe these measures assist our investors in gaining a meaningful understanding of our performance. Because not all companies use identical calculations, our presentation of these measures may not be comparable to other similarly titled measures of other companies. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for definitions and a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA, net sales to brand net sales and net income (loss) to adjusted net income.

Components of Results of Operations

The following briefly describes the components of revenue and expenses as presented in our Condensed Consolidated Statements of Operations.

Net Sales

Net sales consist primarily of product sales to our customers less cost of trade promotions such as consumer incentives, coupon redemptions, other marketing activities and allowances for unsalable product.

Cost of Sales

Cost of sales represents costs directly related to the manufacturing and distribution of products. Such costs include raw materials, labor and overhead required to produce the products, co-manufacturing, packaging, warehousing, shipping and handling, third-party distribution, and depreciation of equipment and leasehold improvements. We manufacture our products in our Austin, Texas and Bellvue, Colorado manufacturing locations. We also use third-party contract manufacturers in the United States and the European Union. We procure selected elements of raw materials and packaging and receive finished goods. We incur tolling charges related to our contract manufacturing arrangements.

Gross Profit

Gross profit consists of our net sales less cost of sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include sales and marketing costs and general and administrative expenses. Selling and marketing costs primarily include consumer facing marketing costs and customer and consumer

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facing selling expenses, principally comprised of advertising and marketing costs and broker commissions, as well as research and development expenses. General and administrative expenses are comprised of expenses associated with our corporate and administrative functions that support our business, including expenses for employee salaries and benefits, travel and entertainment, professional services, insurance and other corporate expenses, including auditor and tax fees, third-party consultancy fees, office leases and equity-based compensation expense.

Depreciation and Amortization Expense

Depreciation and amortization expense consists of the depreciation of non-production property and equipment, including leasehold improvements, equipment, capitalized leases and the amortization of customer relationships and finite-lived trademarks.

Loss on Extinguishment of Debt

Loss on extinguishment of debt consists of $9.4 million of recorded losses in connection with the repayment of the full amounts outstanding under our Senior Credit Facilities (as defined herein) in June 2021. Additional losses were incurred in connection with the payoff of the Initial Second Lien Facility (as defined herein) and partial prepayments of the Initial First Lien Term Loan Facility (as defined herein) with proceeds from the IPO and the underwriters’ exercise of their option to purchase additional shares. Upon the full prepayment of the Initial Second Lien Facility, we recognized a loss on the loan extinguishment resulting in a write-off of $4.3 million of the related unamortized issuance costs and discounts. In connection with the partial prepayments of the Initial First Lien Term Loan Facility on September 29, 2021 and October 8, 2021, we recognized a proportional loss of $1.4 million on the partial extinguishment of the related unamortized issuance costs and discounts.

Interest Expense

Interest expense primarily consists of interest and fees on our Credit Facilities (as defined herein), our Senior Credit Facilities, and amortization of deferred financing costs. We have incurred, and may incur additional, indebtedness to fund acquisitions, and we may choose to prepay on our Credit Facilities to reduce indebtedness.

In fiscal 2020, we incurred additional indebtedness to fund our Birch Benders Acquisition, and in fiscal 2021, we incurred additional indebtedness to finance a $400.0 million shareholder dividend in June 2021.  

On September 27, 2021, using the net proceeds of the IPO we paid the full outstanding principal balance on the Initial Second Lien Facility of $200.0 million plus accrued interest of approximately $2.9 million. Additionally, on September 29, 2021, and October 8, 2021, we prepaid $59.7 million and $39.5 million, respectively, of the outstanding principal balance under the Initial First Lien Term Loan Facility, plus total accrued interest of approximately $0.9 million. These repayments will result in a decrease in future annual interest expense.

Income Tax Expense

Income tax expense consists of federal and various state taxes.

Equity-Based Compensation Expense

We grant equity-based compensation awards to certain employees, officers and non-employee directors as long-term incentive compensation. We recognize the related expense for these awards ratably over the applicable vesting period. Such expense is recognized as a selling, general and administrative expense. In connection with the IPO, we modified our existing equity-based compensation awards which resulted in a non-cash expense of approximately $0.7 million in our 2021 third quarter and will result in a non-cash expense of $5.4 million in our 2021 fourth quarter and $6.9 million through the first quarter of 2024. In November 2021, we further modified a portion of our existing equity-based compensation awards. We expect that this modification will result in an incremental non-cash expense of approximately $5.0 million through the fourth quarter of fiscal 2022 and approximately $1.1 million in fiscal 2023. In addition, we expect to record equity-based compensation expense of approximately $16.5 million through our 2024 third quarter resulting from the

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issuance of grants under the 2021 Plan in connection with the IPO. We will also incur equity-based compensation expense in the future related to additional equity grants.

Results of Operations

Comparison of Unaudited Results for the 13 Weeks Ended September 25, 2021 and September 26, 2020

The following unaudited table presents, for the periods indicated, selected information from our Condensed Consolidated Statements of Operations, including information presented as a percentage of net sales:

	13 Weeks Ended					13 Weeks Ended					Increase / (Decrease)
													%
(In thousands)	September 25, 2021			% of Sales		September 26, 2020			% of Sales		$ Change		Change
Net sales	$	178,733		100	%	$	136,928		100	%	$	41,805	31	%
Cost of sales		128,878		72	%		91,263		67	%		37,615	41	%
Gross profit		49,855		28	%		45,665		33	%		4,190	9	%
Operating expenses:
Selling, general and administrative		31,189		17	%		33,311		24	%		(2,122)	(6)	%
Depreciation and amortization		7,236		4	%		6,051		4	%		1,185	20	%
Total operating expenses		38,425		21	%		39,362		29	%		(937)	(2)	%
Operating income		11,430		6	%		6,303		5	%		5,127	81	%
Interest expense		12,547		7	%		4,293		3	%		8,254	192	%
Income (loss) before income taxes		(1,117)		(1)	%		2,010		1	%		(3,127)	(156)	%
Income tax (expense) benefit		(3,497)		(2)	%		226		0	%		(3,723)	(1,647)	%
Net income (loss)	$	(4,614)		(3)	%	$	2,236		2	%	$	(6,850)	(306)	%
Other financial data: (1)
EBITDA	$	20,924		12	%	$	14,590		11	%	$	6,334	43	%
Adjusted EBITDA	$	25,775		14	%	$	19,685		14	%		6,090	31	%
EBITDA margin		11.7	%	—			10.7	%	—			—	9	%
Adjusted EBITDA margin		14.4	%	—			14.4	%	—			—	—	%
Brand net sales	$	178,733		—	%	$	152,779		—	%	$	25,954	17	%
Adjusted net income	$	7,142		—	%	$	9,610		—	%	$	(2,468)	(26)	%

(1) Other financial data includes non-GAAP financial metrics. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for definitions and a reconciliation of our net income (loss) to Adjusted EBITDA, net sales to brand net sales and net income (loss) to adjusted net income.

Net Sales

Net sales of $178.7 million represented an increase of $41.8 million, or 31%, for the 13 weeks ended September 25, 2021 as compared to the 13 weeks ended September 26, 2020. The Birch Benders brand, which was acquired in October 2020 and was therefore not included in results for the 13 weeks ended September 25, 2020, contributed $13.8 million of the increase. The remainder of the net sales increase was primarily attributable to increased shipments, with Rao’s and noosa driving the most significant increases.

Cost of Sales

Cost of sales of $128.9 million represented an increase of $37.6 million, or 41%, for the 13 weeks ended September 25, 2021 as compared to the 13 weeks ended September 26, 2020. The Birch Benders brand, which was acquired in

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October 2020, and was therefore not included in results for the 13 weeks ended September 25, 2020, contributed $11.4 million to the increase. The remainder of the increase was primarily attributable to the overall higher net sales volume. In addition, incremental costs associated with our commitment to meet customer service levels contributed to higher cost of sales. In particular, we experienced higher logistics costs, including ocean freight and port related costs, as well as higher materials costs.

Cost of sales as a percentage of net sales increased from 67% for the 13 weeks ended September 26, 2020, to 72% for the 13 weeks ended September 25, 2021. The increase in cost of sales as a percentage of net sales was due to cost pressures from incremental costs to meet customer service levels and related inflation as described above, as well as higher promotional spending.

Gross Profit

Gross profit of $49.9 million represented an increase of $4.2 million, or 9%, for the 13 weeks ended September 25, 2021, as compared to the 13 weeks ended September 26, 2020. Gross profit as a percentage of net sales, or gross margin, decreased from 33% for the 13 weeks ended September 26, 2020 to 28% for the 13 weeks ended September 25, 2021, and was a result of the items discussed above.

Operating Expenses

Operating expenses of $38.4 million represented a decrease of $0.9 million, or 2%, for the 13 weeks ended September 25, 2021 compared to the 13 weeks ended September 26, 2020 due to the following:

● Selling, General and Administrative expenses: Selling, general and administrative expenses of $31.2 million represented a decrease of $2.1 million, or 6%, for the 13 weeks ended September 25, 2021 compared to the 13 weeks ended September 26, 2020. The decrease was primarily driven by lower marketing spend, primarily due to timing, as well as lower general and administrative expense.  This was partially offset by the inclusion of Birch Benders in results for the 13 weeks ended September 25, 2021, after it was acquired in October of 2020.

● Depreciation and Amortization expenses: Depreciation and amortization expenses of $7.2 million represented an increase of $1.2 million, or 20%, for the 13 weeks ended September 25, 2021 compared to the 13 weeks ended September 26, 2020. The increase was primarily due to amortization of the intangible assets recognized as part of the Birch Benders Acquisition.

Interest Expense

Interest expense of $12.5 million represented an increase of $8.3 million, or 192%, for the 13 weeks ended September 25, 2021 compared to the 13 weeks ended September 26, 2020. The increase in interest expense resulted primarily from a higher balance of borrowings outstanding during the 13 weeks ended September 25, 2021 compared to the 13 weeks ended September 26, 2020. The higher balance of borrowings outstanding was primarily driven by the borrowings related to our June 2021 shareholder dividend and the October 2020 Birch Bender Acquisition.

Income Tax (Expense) Benefit

Income tax expense of $3.5 million for the 13 weeks ended September 25, 2021, represented an increase of $3.7 million, compared to the income tax benefit of $0.2 million for the 13 weeks ended September 26, 2020. The increase in our income tax expense for the 13 weeks ended September 25, 2021 is primarily attributable to an increase in non-deductible expenses for tax purposes related to stock compensation expense driven by the modification of performance equity awards, costs associated with the IPO that require capitalization for federal income tax purposes, and a limitation on the deductibility of executive compensation related to becoming a public company.  The increase in the non-deductible expense increased our taxable income and related income tax expense for the 13 weeks ended September 25,2021 compared to the 13 weeks ended September 26, 2020.

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Net Income (Loss)

Net loss for the 13 weeks ended September 25, 2021 was $4.6 million compared to net income of $2.3 million for the 13 weeks ended September 26, 2020. The decrease in net income was attributable to the items described above.

EBITDA

EBITDA of $20.9 million for the 13 weeks ended September 25, 2021 represented an increase of $6.3 million as compared to the 13 weeks ended September 26, 2020. The increase was primarily due to higher net sales driving higher operating income as discussed in the “Net Sales,” “Gross Profit,” and “Operating Expenses” sections above. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for a discussion of EBITDA and a reconciliation of our net income (loss) to EBITDA.

Adjusted EBITDA

Adjusted EBITDA of $25.8 million for the 13 weeks ended September 25, 2021 represented an increase of $6.1 million as compared to the 13 weeks ended September 26, 2020. The increase of $6.1 million was primarily due to higher net sales driving higher operating income as discussed in the “Net Sales,” “Gross Profit,” and “Operating Expenses” sections above. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for a discussion of Adjusted EBITDA and a reconciliation of our net income (loss) to Adjusted EBITDA.

Adjusted Net Income

Adjusted net income for the 13 weeks ended September 25, 2021 was $7.1 million compared to $9.6 million for the 13 weeks ended September 26, 2020. The decrease of $2.5 million was attributable to the items described above. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for a discussion of Adjusted net income and a reconciliation of our net income (loss) to Adjusted net income.

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Comparison of Unaudited Results for the 39 weeks Ended September 25, 2021 and September 26, 2020

The following unaudited table presents, for the periods indicated, selected information from our Condensed Consolidated Statements of Operations, including information presented as a percentage of net sales:

	39 Weeks Ended					39 Weeks Ended					Increase / (Decrease)
													%
(In thousands)	September 25, 2021			% of Sales		September 26, 2020			% of Sales		$ Change		Change
Net sales	$	529,942		100	%	$	398,336		100	%	$	131,606	33	%
Cost of sales		368,642		70	%		265,989		67	%		102,653	39	%
Gross profit		161,300		30	%		132,347		33	%		28,953	22	%
Operating expenses:
Selling, general and administrative		91,367		17	%		83,510		21	%		7,857	9	%
Depreciation and amortization		21,631		4	%		17,923		4	%		3,708	21	%
Loss on extinguishment of debt		9,717		2	%		—		—	%		9,717	NM	%
Total operating expenses		122,715		23	%		101,433		25	%		21,282	21	%
Operating income		38,585		7	%		30,914		8	%		7,671	25	%
Interest expense		24,613		5	%		14,912		4	%		9,701	65	%
Income before income taxes		13,972		3	%		16,002		4	%		(2,030)	(13)	%
Income tax expense		(8,213)		(2)	%		(4,698)		(1)	%		(3,515)	75	%
Net income	$	5,759		1	%	$	11,304		3	%	$	(5,545)	(49)	%
Other financial data: (1)
EBITDA	$	66,887		13	%	$	55,661		14	%	$	11,226	20	%
Adjusted EBITDA	$	88,654		17	%	$	66,977		17	%	$	21,677	32	%
EBITDA margin		12.6	%	—			14.0	%	—			—	(10)	%
Adjusted EBITDA margin		16.7	%	—			16.8	%	—			—	(1)	%
Brand net sales	$	529,942		—		$	443,776		—		$	86,166	19	%
Adjusted net income	$	41,267		—		$	33,291		—		$	7,976	24	%

NM – Not meaningful

(1) Other financial data includes non-GAAP financial metrics. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for definitions and a reconciliation of our net income to Adjusted EBITDA, net sales to brand net sales and net income to adjusted net income.

Net Sales

Net sales of $529.9 million represented an increase of $131.6 million, or 33%, for the 39 weeks ended September 25, 2021 as compared to the 39 weeks ended September 26, 2020. The Birch Benders brand, which was acquired in October 2020 and was therefore not included in results for the 39 weeks ended September 25, 2020, contributed to $46.3 million of the increase. The remainder of the increase was primarily attributable to increased shipments, with Rao’s and noosa driving the most significant increases.

Cost of Sales

Cost of sales of $368.6 million represented an increase of $102.7 million, or 39%, for the 39 weeks ended September 25, 2021 as compared to the 39 weeks ended September 26, 2020. The Birch Benders brand, which was acquired in October 2020, and was therefore not included in results for the 39 weeks ended September 25, 2020, contributed $34.3 million to the increase. The remainder of the increase was primarily attributable to the overall higher net sales volume. In addition, incremental costs associated with our commitment to meet customer service levels contributed to higher cost of

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sales. In particular, we experienced higher logistics costs, including ocean freight and port related costs, as well as higher materials costs.

Cost of sales as a percentage of net sales increased from 67% for the 39 weeks ended September 26, 2020 to 70% for the 39 weeks ended September 25, 2021. The increase in cost of sales as a percentage of net sales was due to cost pressures from incremental costs associated with meeting customer service levels and related inflation as described above, as well as higher promotional spending.

Gross Profit

Gross profit of $161.3 million represented an increase of $29.0 million, or 22%, for the 39 weeks ended September 25, 2021 as compared to the 39 weeks ended September 26, 2020. Gross profit as a percent of net sales, or gross margin, decreased from 33% for the 39 weeks ended September 26, 2020 to 30% for the 39 weeks ended September 25, 2021, as a result of the items discussed above.

Operating Expenses

Operating expenses of $122.7 million represented an increase of $21.3 million, or 21%, for the 39 weeks ended September 25, 2021 compared to the 39 weeks ended September 26, 2020 due to the following:

● Selling, General and Administrative expenses: Selling, general and administrative expenses of $91.4 million represented an increase of $7.9 million, or 9%, for the 39 weeks ended September 25, 2021 compared to the 39 weeks ended September 26, 2020. The increase was primarily driven by the inclusion of the Birch Benders brand for the 39 weeks ended September 25, 2021, which contributed an incremental $8.0 million of selling, general and administrative expenses versus the prior year.

● Depreciation and Amortization expenses: Depreciation and amortization expenses of $21.6 million represented an increase of $3.7 million, or 21%, for the 39 weeks ended September 25, 2021 compared to the 39 weeks ended September 26, 2020. The increase was primarily due to amortization of the intangible assets recognized as a result of the Birch Benders Acquisition.

● Loss on Extinguishment of Debt: Loss on extinguishment of debt of $9.7 million for the 39 weeks ended September 25, 2021 resulted from the extinguishment of the loans associated with our Senior Credit Facilities in June  2021. There was no loss on extinguishment of debt for the 39 weeks end September 26, 2020.

Interest Expense

Interest expense of $24.6 million represented an increase of $9.7 million, or 65%, for the 39 weeks ended September 25, 2021 compared to the 39 weeks ended September 26, 2020. The increase in interest expense resulted primarily from a higher balance of borrowings outstanding during the 39 weeks ended September 25, 2021 compared to the 39 weeks ended September 26, 2020. The higher balance of borrowings outstanding was primarily driven by the borrowings related to our June 2021 shareholder dividend and the October 2020 Birch Bender Acquisition.

Income Tax Expense

Income tax expense of $8.3 million represented an increase of $3.5 million, or 75% for the 39 weeks ended September 25, 2021 compared to the 39 weeks ended September 26, 2020. The increase in income tax expense for the 39 weeks ended September 25, 2021, is primarily attributable to an increase in non-deductible expenses for tax purposes related to stock compensation expense driven by the modification of performance equity awards, costs associated with the IPO that require capitalization for federal income tax purposes, and a limitation on the deductibility of executive compensation related to becoming a public company.  The increase in the non-deductible expense increased our taxable income and related income tax expense for the 39 weeks ended September 25,2021 compared to the 39 weeks ended September 26, 2020.

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Net Income

Net income for the 39 weeks ended September 25, 2021 was $5.8 million compared to net income of $11.3 million the 39 weeks ended September 26, 2020. The increase was attributable to the items described above.

EBITDA

EBITDA of $66.9 million for the 39 weeks ended September 25, 2021 represented an increase of $11.2 million or 20%, as compared to the 39 weeks ended September 26, 2020. The increase was primarily due to higher net sales driving higher operating income as discussed in the “Net Sales,” “Gross Profit,” and “Operating Expenses” sections above. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for a discussion of EBITDA and a reconciliation of our net income to EBITDA.

Adjusted EBITDA

Adjusted EBITDA of $88.7 million for the 39 weeks ended September 25, 2021 represented an increase of $21.7 million or 33%, as compared to the 39 weeks ended September 26, 2020. The increase of $21.7 million was attributable to higher net sales driving higher operating income as discussed in the “Net Sales,” “Gross Profit,” and “Operating Expenses” sections above. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for a discussion of Adjusted EBITDA and a reconciliation of our net income to Adjusted EBITDA.

Adjusted Net Income

Adjusted net income for the 39 weeks ended September 25, 2021 was $41.3 million compared to adjusted net income of $33.3 million for the 39 weeks ended September 26, 2020. The increase of $8.0 million was attributable to the items described above. See “EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income” for a discussion of Adjusted net income and a reconciliation of our net income to Adjusted net income.

EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Brand Net Sales and Adjusted Net Income

We report our financial results in accordance with GAAP. To supplement this information, we also use EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income, non-GAAP financial measures, in this report. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for transaction and integration costs, IPO readiness costs, non-cash equity-based compensation, supply chain optimization and non-recurring costs. EBITDA margin is determined by calculating the percentage EBITDA is of net sales. Adjusted EBITDA margin is determined by calculating the percentage Adjusted EBITDA is of net sales. Brand net sales consists of net sales from the Rao’s, Michael Angelo’s, noosa and Birch Benders brands for the identified period regardless of our ownership of the brand at that time. Adjusted net income consists of net income (loss) before transaction and integration costs, IPO readiness, non-cash equity-based compensation, supply chain optimization, non-recurring costs, acquisition amortization and tax-related adjustments that we do not consider in our evaluation of our ongoing operating performance from period to period as discussed further below. EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income are included in this report because they are key metrics used by management to assess our operating performance. Management believes that EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income are helpful in highlighting performance trends because EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income exclude the results of decisions that are outside the control of operating management. Our presentation of EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income should not be construed to imply that our future results will be unaffected by these items. By providing these non-GAAP financial measures, management believes we are enhancing

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investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income are not defined under GAAP. Our use of the terms EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our presentation of EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income are intended as supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, brand net sales and adjusted net income should not be considered as alternatives to operating income (loss), net income (loss), earnings per share, net sales or any other performance measures derived in accordance with GAAP, or as measures of operating cash flows or liquidity.

EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin and adjusted net income have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are:

● EBITDA, Adjusted EBITDA, EBITDA margin and Adjusted EBITDA margin do not reflect any charges for the assets being depreciated and amortized that may need to be replaced in the future;

● EBITDA, Adjusted EBITDA, EBITDA margin and Adjusted EBITDA margin do not reflect the significant interest expense or the cash requirements necessary to service interest or, if any, principal payments on our debt;

● EBITDA, Adjusted EBITDA, EBITDA margin and Adjusted EBITDA margin do not reflect our income tax expense or the cash requirements to pay our income taxes;

● Adjusted EBITDA, Adjusted EBITDA margin and adjusted net income do not reflect the impact of transaction costs and certain integration costs associated with the Birch Benders Acquisition and the Noosa Acquisition as well as costs associated with incomplete potential acquisitions and substantial one-time costs related to a large, uncompleted transaction;

● Adjusted EBITDA, Adjusted EBITDA margin and adjusted net income do not reflect costs associated with preparing for our IPO;

● Adjusted EBITDA, Adjusted EBITDA margin and adjusted net income do not reflect the impact of write-downs of fixed assets, product write-offs related to manufacturing optimization, certain operation rationalization initiatives and strategic initiatives;

● Adjusted EBITDA, Adjusted EBITDA margin and adjusted net income do not reflect the impact of share-based compensation upon our results of operations; and

● Adjusted EBITDA, Adjusted EBITDA margin and adjusted net income do not include certain expenses that are non-recurring, infrequent and unusual in nature, including extinguishment of debt, costs associated with the dividend, enterprise resource planning (“ERP”) implementation costs related to integrating acquisitions, severance costs and certain legal settlements related to the exit of facilities.

In the future we may incur expenses similar to those eliminated in this presentation of EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin and adjusted net income.

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The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), their most directly comparable GAAP measure, for each of the periods presented:

	13 Weeks Ended						39 Weeks Ended
(In thousands)	September 25, 2021			September 26, 2020			September 25, 2021			September 26, 2020
Net income (loss)	$	(4,614)		$	2,236		$	5,759		$	11,304
Interest		12,547			4,293			24,613			14,912
Income tax (expense) benefit		(3,497)			226			(8,213)			(4,698)
Depreciation and amortization		9,494			8,287			28,302			24,747
EBITDA		20,924			14,590			66,887			55,661
Transaction and integration costs(1)		468			3,894			3,978			7,276
Initial public offering readiness(2)		3,117			576			5,176			730
Non-cash stock-based compensation(3)		979			483			2,084			1,456
Supply chain optimization(4)		—			(3)			—			989
Non-recurring costs(5)		287			145			10,529			865
Adjusted EBITDA	$	25,775		$	19,685		$	88,654		$	66,977
EBITDA margin		11.7	%		10.7	%		12.6	%		14.0	%
Adjusted EBITDA margin		14.4	%		14.4	%		16.7	%		16.8	%

(1) Consists of transaction costs and certain integration costs associated with the Birch Benders Acquisition as well as costs associated with incomplete potential acquisitions and substantial one-time costs related to a large, uncompleted transaction. For the 13 weeks and 39 weeks ended September 25, 2021, $298 and $298, respectively, are included in cost of sales, and $170 and $3,680, respectively, are included in total operating expenses. For the 13 weeks and 39 weeks ended September 26, 2020, these costs are included in total operating expenses.

(2) Consists of costs associated with preparing for an IPO, primarily comprised of professional fees. For all periods presented, these costs are included in total operating expenses.

(3) Consists of non-cash equity-based compensation expense associated with the grant of equity-based compensation provided to officers, directors and employees. For all periods presented, these costs are included in total operating expenses.

(4) Consists of expenses for professional fees related to supply-chain manufacturing optimization and costs associated with SKU rationalization and certain other strategic initiatives. For the 13 weeks and 39 weeks ended September 25, 2021, all costs are included in total operating expenses. For the 13 weeks and 39 weeks ended September 26, 2020, $0 and $586, respectively, are included in cost of sales, and ($3) and $403, respectively, are included in total operating expenses.

(5) Consists of costs related to loss on extinguishment of debt, costs associated with the dividend, an ERP implementation related to integrating acquisitions, employee separation costs, and legal settlement and other costs related to the exit of facilities. For all periods presented, these costs are included in total operating expenses.

EBITDA margin and Adjusted EBITDA margin are calculated by dividing EBITDA and Adjusted EBITDA by net sales for the applicable period.

Brand net sales includes actual or estimated net sales for all of our brands for the periods presented regardless of our ownership during such period. The relative performance of Birch Benders prior to our acquisition may not be indicative of the results for Birch Benders in any future periods. Brand net sales includes net sales of the Birch Benders brand prior to the Birch Benders Acquisition and were derived from estimates prepared by, and are the responsibility of, management. Neither our independent auditors, nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to such information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the such

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information. We are providing this information to provide investors with information regarding the relative net sales growth of all of our brands during the periods presented.

The following table provides a reconciliation of brand net sales to net sales, its most directly comparable GAAP measure, for each of the periods presented:

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net sales	$	178,733	$	136,928	$	529,942	$	398,336
Birch Benders net sales prior to acquisition		—		15,851		—		45,440
Brand net sales	$	178,733	$	152,779	$	529,942	$	443,776

The following table provide a reconciliation of adjusted net income to net income (loss), its most directly comparable GAAP measure, for each of the periods presented:

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net income (loss)	$	(4,614)	$	2,236	$	5,759	$	11,304
Transaction and integration costs(1)		468		3,894		3,978		7,276
Initial public offering readiness(2)		3,117		576		5,176		730
Non-cash equity-based compensation(3)		979		483		2,084		1,456
Supply chain optimization(4)		-		(3)		—		989
Non-recurring costs(5)		287		145		10,529		865
Acquisition amortization(6)		6,811		5,606		20,430		16,819
Tax effect of adjustments(7)		2,488		(3,327)		(4,615)		(6,148)
One-time tax expense items(8)		(2,394)		—		(2,074)		—
Adjusted net income	$	7,142	$	9,610	$	41,267	$	33,291

(1) Consists of transaction costs and certain integration costs associated with the Birch Benders Acquisition as well as costs associated with incomplete potential acquisitions and substantial one-time costs related to a large, uncompleted transaction. For the 13 weeks and 39 weeks ended September 25, 2021, $298 and $298, respectively, are included in cost of sales, and $170 and $3,680, respectively, are included in total operating expenses. For the 13 weeks and 39 weeks ended September 26, 2020, these costs are included in total operating expenses.

(2) Consists of costs associated with preparing for an IPO, primarily comprised of professional fees. For all periods presented, these costs are included in total operating expenses.

(3) Consists of non-cash equity-based compensation expense associated with the grant of equity-based compensation provided to officers, directors and employees. For all periods presented, these costs are included in total operating expenses.

(4) Consists of expenses for professional fees related to supply-chain manufacturing optimization and costs associated with SKU rationalization and certain other strategic initiatives. For the 13 weeks and 39 weeks ended September 25, 2021, all costs are included in total operating expenses. For the 13 weeks and 39 weeks ended September 26, 2020, $0 and $586, respectively, are included in cost of sales, and ($3) and $403, respectively, are included in total operating expenses.

(5) Consists of costs related to loss on extinguishment of debt, costs associated with the dividend, an ERP implementation related to integrating acquisitions, employee separation costs, and legal settlement and other costs related to the exit of facilities. For all periods presented, these costs are included in total operating expenses.

(6) Amortization costs associated with acquired trade names and customer lists.

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(7) Tax effect was calculated using the Company's adjusted annual effective tax rate.

(8) Represents the removal for remeasurement of deferred taxes related to intangibles for changes in deferred rate and the removal of the tax effect of non-deductible transaction costs.

Liquidity and Capital Resources

Our primary sources of liquidity include cash flow from operations, cash and cash equivalents and credit capacity under our Credit Facilities and proceeds from equity offerings. As of September 25, 2021, we had cash and equivalents of $43.1 million and availability under our Credit Facilities of $125.0 million.

We expect to use cash primarily for working capital, capital expenditures, lease obligations and principal and interest payments on our debt. We estimate that our capital expenditures will be approximately $12 million to $14 million in fiscal 2021, which we plan to fund with cash generated from our operating activities.

We have purchase commitments of approximately $11.4 million and $5.9 million to third-party and related-party manufacturers and suppliers, respectively, over the next twelve months, primarily for materials and supplies used in the manufacture of our products.  

The capital lease liability for our Bellvue, Colorado facility at September 25, 2021 was $6.8 million, recorded net of imputed interest of $14.9 million. The current portion of the capital lease liability of $20.8 thousand is included in current portion of long-term debt and the long-term portion of $6.8 million is recorded within long-term debt, net of debt issuance costs in the Condensed Consolidated Balance Sheets. The imputed interest rate is 7.9%.

As of September 27, 2021, we received $263.2 million from the closing of the IPO, and on October 5, we received an additional $39.5 million from the exercise of the underwriters’ option to purchase additional shares. These proceeds were used to pay off the $200.0 million Initial Second Lien Loans and prepay $99.2 million of the Initial First Lien Term Loans. As a result of the prepayment on the Initial First Lien Term Loans, all future principal payments have been eliminated for the remaining term of the loan. In addition, we expect interest expense will be decreased by approximately $22 million over the next 12 months based on the current interest rate, due to the total reduction of $299.2 million in debt. Our total indebtedness was $487.9 million as of October 8, 2021.

We believe that our cash flow from operations, availability under our Revolving Facility and available cash and cash equivalents will be sufficient to meet our liquidity needs for at least the next 12 months. We anticipate that to the extent that we require additional liquidity, it will be funded through the incurrence of additional indebtedness, the issuance of equity, or a combination thereof. We cannot assure you that we will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are also dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. We may incur additional debt or sell additional equity to finance future acquisitions, which would result in additional expenses or dilution.

Credit Facilities and Unused Borrowing Capacity

On June 8, 2021, Sovos Intermediate (the “Borrower”) entered into (i) the First Lien Credit Agreement, pursuant to which the First Lien Lenders agreed to provide senior secured credit facilities, consisting of (a) an initial first lien term loan facility in an original principal amount of $580.0 million (the “Initial First Lien Term Loan Facility” and the loans thereunder, the “Initial First Lien Term Loans”) and (b) a revolving facility in an original principal amount of $125.0 million (the “Revolving Facility” and the loans thereunder, the “Initial Revolving Loans”), including a letter of credit facility with a $45.0 million sublimit, and (ii) the Second Lien Credit Agreement, pursuant to which the Second Lien Lenders agreed to provide a second lien secured credit facility, consisting of an initial term loan facility in an original

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principal amount of $200.0 million (the “Initial Second Lien Facility” and the loans thereunder, the “Initial Second Lien Loans”, and together with the Initial First Lien Term Loans and the Initial Revolving Loans, collectively, the “Credit Facilities”). We used the proceeds of the Initial First Lien Term Loans and the Initial Second Lien Loans to repay the full amounts outstanding under our Senior Credit Facilities and finance a dividend of $400.0 million to the sole stockholder of Sovos Intermediate, which was ultimately distributed to the limited partners of Sovos Brands Limited Partnership (the “Limited Partnership”). Our Senior Credit Facilities consisted of (i) an initial term loan facility in an original principal amount equal to $280.0 million, (ii) a revolving credit facility in an original principal amount equal to $45.0 million, including a letter of credit facility with a $15.0 million sublimit, and (iii) an incremental term loan commitment in an original principal amount equal to $100.0 million (collectively, the “Senior Credit Facilities”).

The interest rate for the Initial First Lien Term Loans and the Initial Revolving Loans is (at the Borrower's option) either (a) LIBO Rate (as defined in the First Lien Credit Agreement) plus the applicable LIBO Rate spread or (b) Alternate Base Rate (as defined in the First Lien Credit Agreement) plus the applicable Alternate Base Rate spread. The interest rate for the Initial Second Lien Loans is (at the Borrower’s option) either (a) the LIBO Rate (as defined in the Second Lien Credit Agreement) plus 8.00% per annum or (b) the Alternate Base Rate (as defined in the Second Lien Credit Agreement) plus 7.00% per annum. The Initial First Lien Term Loans mature on June 8, 2028; the Initial Revolving Loans mature on June 8, 2026 and the Initial Second Lien Loans mature on June 8, 2029.

As of September 25, 2021, we have available credit of $125.0 million under the Revolving Facility. No revolving loans were outstanding as of September 25, 2021 or December 26, 2020. As of September 25, 2021, the effective interest rate for the Initial First Lien Term Loans and Revolving Facility was 5.00%, and the effective interest rate for the Initial Second Lien Loans was 8.75%. As of December 26, 2020, the effective interest rate for the Incremental Term Loan and the 2018 Term Loan was 5.70%.

The Credit Facilities contain various financial, affirmative and negative covenants that we must adhere to. Under the First Lien Credit Agreement, the Borrower is required to comply with a springing financial covenant, which requires the Borrower to maintain a first lien net leverage ratio of consolidated first lien net debt to consolidated EBITDA (with certain adjustments as set forth in the First Lien Credit Agreement) of no greater than 6.95:1.00. Such financial covenant is tested only if outstanding revolving loans (excluding any undrawn letters of credit) minus unrestricted cash exceeds 35% of the aggregate revolving credit commitments. The financial covenant is subject to customary “equity cure” rights. In addition, under the First Lien Credit Agreement, an annual excess cashflow calculation is required, to determine if any excess is required to be paid on the Initial First Lien Term Loans. As of September 25, 2021, the Company had no outstanding revolving loans, so did not meet the requirement to test the financial covenant under the First Lien Credit Agreement. On September 27, 2021, using net proceeds of the IPO, we paid the full outstanding principal balance on the Initial Second Lien Loans of $200.0 million. Upon the repayment of the loan, we are no longer subject to the debt covenants associated with the Second Lien Credit Agreement. As of December 26, 2020, the Company was compliant with its financial covenants under the Amended Credit Agreement, and no cash was required to be paid on the Incremental Term Loan and 2018 Term Loan.

Long-term debt as of September 25, 2021 consisted of the following:

	September 25, 2021
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Initial First Lien Term Loan Facility	$	580,000	$	(7,985)	$	572,015
Initial Second Lien Facility		200,000		(4,308)		195,692
Revolving Facility		—		—		—
Finance lease liabilities		7,113		—		7,113
Total debt	$	787,113	$	(12,293)		774,820
Less: current portion of long-term debt						5,800
Less: current portion of finance lease liabilities						97
Total long-term debt					$	768,923

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Long-term debt as of December 26, 2020 consisted of the following:

	December 26, 2020
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Senior debt	$	374,146	$	(10,282)	$	363,864
Revolver		—		—		—
Total debt	$	374,146	$	(10,282)		363,864
Less: current portion of long-term debt						3,818
Total long-term debt					$	360,046

Statement of Cash Flows

The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods presented:

	39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020
Cash provided by (used in):
Operating activities	$	18,305	$	52,784
Investing activities		(5,111)		(2,905)
Financing activities		(7,105)		(1,528)
Change in cash and cash equivalents	$	6,089	$	48,351

Cash Provided by Operating Activities

Cash provided by operating activities was $18.3 million for the 39 weeks ended September 25, 2021, a decrease of $34.5 million from $52.8 million for the 39 weeks ended September 26, 2020. The decrease was primarily due to an increase of the use of cash in operating assets and liabilities of $45.9 million in the 39 weeks ended September 25, 2021 compared to the same period in 2020. This was primarily due to a decrease of $19.3 million in accrued expenses as a result of payments of incentive compensation, accrued interest and professional fees. There was also a $9.6 million increase in the use of cash for inventory, including replenishment due to low inventory levels from high COVID-19 demand in the previous year, an $8.5 million increase in accounts receivable balances resulting from increased sales volume, a $6.0 million decrease in prepaid expenses related to payments of capitalized IPO costs, and $2.1 million increase in operating lease liabilities as a result of our current year adoption of ASC 842. In addition, the decrease was due to a $5.5 million decrease in net income. These increases in the use of cash were partially offset by cash provided by a $17.0 million increase in non-cash charges. The increase in non-cash charges are primarily related to the $9.7 million loss on extinguishment of debt from the June 8, 2021 debt refinance, a $3.6 million increase in amortization of intangibles related to the Birch Benders Acquisition, a $2.3 million increase in deferred income taxes and a $1.7 million increase in non-cash operating lease expense as a result of our current year adoption of ASC 842.

Cash Used in Investing Activities

Cash used in investing activities was $5.1 million for the 39 weeks ended September 25, 2021, an increase of $2.2 million from $2.9 million for the 39 weeks ended September 26, 2020. The increase in cash used by investing activities was related to increased capital expenditures for the 39 weeks ended September 25, 2021, primarily due to the addition of a production line and a freezer upgrade at our Austin, Texas manufacturing facility.

Cash Used in Financing Activities

Cash used in financing activities was $7.1 million for the 39 weeks ended September 25, 2021, an increase of $5.6 million from cash used in financing activities of $1.5 million for the 39 weeks ended September 26, 2020. The increase in

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cash used in financing activities was primarily due to repayments of the Senior Credit Facilities of $374.1 million and a dividend payment of $400.0 million, largely offset by proceeds from the Credit Facilities of $769.1 million.

Off-Balance Sheet Arrangements

As of September 25, 2021, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, income or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our audited consolidated financial statements as of December 26, 2020 included in our Prospectus filed with the Securities and Exchange Commission (the “SEC”) on September 24, 2021 (“Prospectus”). Changes to our critical accounting policies since December 26, 2020 and further information regarding recently issued accounting pronouncements are discussed in Note 2. Summary of Significant Accounting Policies, to the condensed consolidated financial statements in this report.

Recently Issued Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Prospectus and Note 2. Summary of Significant Accounting Policies, to the condensed consolidated financial statements for a discussion of recently issued accounting pronouncements.

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

We are exposed to the following market risks:

Commodity and Packaging Prices and Inflation

In the quarter ended September 25, 2021, we experienced increased cost of sales, as a percentage of net sales, including higher freight and shipping costs and raw material costs. We continue to expect higher inflation and distribution costs given the tight global supply chain. Consistent with the industry, we are seeing cost increases in several raw materials like milk, fruit, resin, and cardboard. Transportation challenges continue to be acute, particularly due to logistical issues at major ports as well as intermodal and trucking delays, which have resulted in long lead times and higher logistics costs.

Interest Rate Risk

We are exposed to interest rate risk through fluctuations in interest rates on our debt obligations. Interest rate changes do not affect the market value of such debt, but could impact the amount of our interest payments, and accordingly, our future earnings and cash flows, assuming other factors are held constant. As of September 25, 2021, we had $780.0 million of variable rate debt outstanding under our Credit Facilities. See “Liquidity and Capital Resources — Credit Facilities and Unused Borrowing Capacity” above. Based upon our principal amount of long-term debt outstanding at September 25, 2021, less the $200 million payoff of our Initial Second Lien Loans on September 27, 2021 and the $59.7 million and $39.5 million paydowns on our Initial First Lien Term Loans on September 29, 2021 and October 8, 2021, respectively, a hypothetical 1% increase or decrease in average interest rates would impact our annual interest expense in the next year by approximately $4.9 million.

Item 4.Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.

Management, including the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation (pursuant to Rule 13a-15(b) under the Exchange Act) of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 25, 2021, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

This Form 10-Q does not include disclosure of changes in internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Inherent Limitations on Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II. Other Information

Item 1. Legal Proceedings

From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business, including lawsuits or claims relating to product labelling, product recalls and product liability as well as the marketing of our products, intellectual property, contracts, employment matters, environmental matters or other aspects of our business. We are not currently a party to any actions the outcome of which would, individually or in the aggregate, have a material adverse effect on our business, financial condition and results of operations if determined adversely to us.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider each of the following risk factors, as well as all other information contained in this Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the following risks could materially and adversely affect our business, financial condition, results of operations, in which case the trading price of our common stock could decline and you could lose all or part of your investment.

Summary of Risk Factors

Our business is subject to a number of risks and uncertainties including those described at length below. These risks include, among others, the following which we consider to be our most material risks:

● competition in the packaged food industry and our product categories;

● the COVID-19 pandemic and associated effects;

● our inability to identify, consummate or integrate new acquisitions or realize the projected benefits of acquisitions;

● our inability to effectively manage our growth;

● our inability to successfully introduce new products or failure of recently launched products to meet expectations or remain on-shelf;

● our inability to expand household penetration and successfully market our products;

● erosion of the reputation of one or more of our brands;

● issues with the major retailers, wholesalers, distributors and mass merchants on which we rely, including if they give higher priority to other brands or products, perform poorly or declare bankruptcy;

● our vulnerability to decreases in the supply of and increases in the price of raw materials and labor, manufacturing, distribution and other costs, and our inability to offset increasing costs through cost savings initiatives or pricing;

● our vulnerability to the impact of severe weather conditions, natural disasters and other natural events on our manufacturing facilities, co-packers or raw material supplies;

● failure by us or third-party co-packers or suppliers of raw materials to comply with food safety, environmental or other laws or regulations, or new laws or regulations;

● our dependence on third-party distributors and third-party co-packers, including one co-packer for the substantial majority of our Rao’s Homemade sauce products;

● failure to protect, or litigation involving, our tradenames or trademarks and other rights;

● our level of indebtedness under our First Lien Credit Agreement, which as of October 8, 2021 was $480.8 million, and our duty to comply with covenants under our First Lien Credit Agreement (as defined herein); and

● the interests of Advent may differ from those of public stockholders.

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Risks Related to Our Business and Our Industry

The packaged food industry is highly competitive. Our product categories face a high level of competition, which could have a material adverse effect on our business, financial condition and results of operations.

The packaged food industry is highly competitive. Numerous brands and products, including private label products and insurgent brands, compete for shelf space and sales, with competition based primarily on product quality and taste, convenience, price, trade promotion, brand recognition and loyalty, customer service, effective consumer advertising and promotional activities, access to shelf space and the ability to identify and satisfy emerging consumer preferences.

We compete with a significant number of companies of varying sizes, including large multi-brand consumer packaged food companies, smaller product-focused companies, emerging companies and dairy products- and dairy alternative-focused companies. Some of our markets are dominated by multinational corporations with greater resources and more substantial operations than us. Many of these large multi- brand competitors have substantial financial, marketing, research and development and other resources and we may not be able to successfully compete for sales to distributors or retailers that purchase from larger competitors. Competing large multi-brand consumer packaged food companies, including B&G Foods, Inc., Barilla Holding S.p.A., Campbell Soup Company, Conagra Brands, Inc., Continental Mills, Inc., General Mills, Inc., The Hain Celestial Group, Inc., the J.M. Smucker Company, the Kellogg Company, The Kraft Heinz Company, Mizkan Holdings, Nestle S.A. and PepsiCo, Inc. may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products or reformulating their existing products, reducing prices or increasing promotional activities. We also compete with smaller and more product-focused companies, including Amy’s Kitchen, Bob’s Red Mill Natural Foods, Inc., G.L. Mezzetta, Inc., Kodiak Cakes, LLC, Newman’s Own, Inc. and Van’s International Foods, which may be more innovative and able to bring new products to market faster and more quickly exploit and serve niche markets or new or burgeoning consumer preferences. Smaller insurgent brands we compete with may develop a customer base and customer loyalty quickly. In addition, we compete against companies focused on dairy and dairy-alternative products, such as Chobani, LLC, Danone S.A., Fage International S.A. and The Lactalis Group.

Competitive pressures may restrict our ability to increase prices and maintain such price increases in response to commodity and other cost increases. Failure to effectively assess, timely change and properly set pricing, promotions or incentives may negatively impact our ability to achieve the objectives of such price increases.

In addition, reduced barriers to entry, easier access to funding and factors associated with the COVID-19 pandemic, such as increased cash flows caused by spikes in consumer demand and efforts by retailers to reduce the numbers of SKUs on their shelves, could cause competition to intensify. Our Rao’s Made for Home and Michael Angelo’s frozen products may compete with each other, and most retailers also offer private label products that also compete for retail shelf space and consumer purchases. As a result of competition, retailers may take actions that negatively affect us. Consequently, we may need to increase our marketing, advertising and promotional spending to protect our existing market share. The inability to increase our market share, the loss of market share to our competitors and increased costs associated with increasing our market share or protecting our existing market share could have a material adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic and associated responses could have a material adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. In response, governmental authorities have implemented numerous measures in an attempt to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. Although our business has benefitted from some of these measures, the impact and associated responses of the COVID-19 pandemic could have a material

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adverse effect on our business, financial condition and results of operations in a number of ways, including but not limited to:

● shutdown of one or more of our manufacturing, warehousing or distribution facilities, or disruption in our supply chain, including but not limited to as a result of illness, government restrictions or other workforce disruptions;

● the failure of third parties on which we rely, including but not limited to third parties that supply our co- packed products, raw materials, packaging materials and other necessary operating materials, to meet their obligations to us, or significant disruptions in their ability to do so;

● increased costs and limited supply as well as a strain on our supply chain, which could result from continued increased customer and consumer demand for our products;

● a disruption to the production of our products in Italy and delays in shipment of our products from Italy, including those caused by reduced shipping container availability or congestion at the ports where we or our co-packer do business;

● a disruption to our distribution capabilities or to our distribution channels, including those of our suppliers, co-packers, logistics service providers or third-party distributors;

● a disruption to, and increased costs of, distribution and transportation of our frozen and refrigerated products due to the frozen or refrigerated transportation required for distribution of a COVID-19 vaccine;

● reductions in the availability of one or more of our products as we prioritize the production of other products due to increased demand;

● a disruption to the operability or availability of our equipment, including equipment necessary to expand our or our co-packers’ and suppliers’ production capacity;

● changes to and delays in our product innovation efforts;

● new or escalated government or regulatory responses in markets where we manufacture, sell or distribute our products, or in the markets of third parties on which we rely, which could prevent or disrupt our business operations;

● a significant portion of our workforce, including our management team, could become unable to work as a result of illness, or the attention of our management team could be diverted if key employees become ill from COVID-19 and unable to work;

● higher costs in certain areas, such as front-line employee compensation, as well as incremental costs associated with newly added health screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees, which could continue or could increase in these or other areas;

● the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions or financial hardship, decrease in demand due to the easing of governmental authority restrictions and business closings or decrease in pantry-loading activity;

● a change in demand for or availability of our products as a result of retailers, distributors or carriers modifying their inventory, fulfillment or shipping practices;

● an inability to effectively modify our trade promotion and advertising activities to reflect changing consumer shopping habits due to, among other things, reduced in-store visits and travel restrictions;

● a shift in consumer spending as a result of an economic downturn could result in consumers purchasing more generic, private label or lower-price products or foregoing certain purchases altogether;

● an increased reliance on our information technology systems due to many employees working remotely, which could cause us to be increasingly susceptible to cyberattacks and other cyber incidents; and

● continued business disruptions and uncertainties related to the COVID-19 pandemic for a sustained period of time, which could result in additional delays or modifications to our strategic plans and other initiatives and hinder our ability to achieve anticipated cost savings and efficiency initiatives on the original timelines.

These and other impacts of the COVID-19 pandemic could also have the effect of heightening many of the other risk factors included in this section. The ultimate impact of the COVID-19 pandemic depends on the severity and duration of the pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could have a material adverse effect on our business, financial condition and results of operations. Additionally, a decrease in at-home eating after the COVID-19 pandemic or

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reduction of related restrictions could negatively impact the categories in which we compete and demand for our products, which could have a material adverse effect on our business, financial condition and results of operations.

We may have difficulties identifying, consummating or integrating new acquisitions or realizing the projected benefits of acquisitions.

A core part of our strategy is to grow through acquisitions. We successfully completed the Birch Benders Acquisition and the Noosa Acquisition in October 2020 and November 2018, respectively, and we expect to pursue additional acquisitions. However, we may be unable to identify and consummate additional acquisitions, and we may incur significant transaction costs for acquisitions that we do not complete. Brands are often sold through an auction process, and although we may invest significant resources and devote considerable amounts of time to the auction process, we may not be the winning bidder.

In addition, we may not successfully integrate and manage brands that we acquire or achieve anticipated cost savings and targeted synergies from acquisitions in the timeframe we anticipate or at all. Acquisitions involve numerous risks, including difficulties in assimilating and realizing targeted synergies in the sales, distribution, purchasing, manufacturing and warehousing capabilities of the acquired companies, personnel turnover and the diversion of management’s attention from other business concerns. We may not successfully complete our integration of the Birch Benders business, and realization of the expected benefits from the Birch Benders Acquisition will depend, in part, on our ability to realize the projected growth opportunities and cost synergies as a result of the acquisition. Our projections for the Birch Benders Acquisition were based on assumptions which may not be reliable or accurate and may be impacted by uncertainties, including those related to the COVID-19 pandemic. Projected growth opportunities could require a greater-than-anticipated amount of trade and promotional spending. There can be no assurance that we will successfully or efficiently integrate any brands that we may acquire in the future, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations. Future acquisitions by us could also result in our issuing additional equity securities, which could be dilutive to our then existing stockholders, as well as incurring substantial additional indebtedness, exposure to contingent liabilities or incurring the impairment of goodwill and other intangible assets, all of which could have a material adverse effect on our business, financial condition and results of operations.

Financial market conditions may impede our access to, or increase the cost of, financing for acquisitions.

The COVID-19 pandemic has increased volatility and pricing in the capital markets, and any future financial market disruptions or tightening of the credit markets may make it more difficult for us to obtain financing on terms we find acceptable for acquisitions or other purposes or increase the cost of obtaining financing. In addition, our future borrowing costs may be affected by short- and long-term debt ratings assigned by independent rating agencies that are based, in significant part, on our performance as measured by credit metrics, such as interest coverage and leverage ratios. A decrease in these ratings could increase our cost of borrowing or make it more difficult for us to obtain financing when needed or on terms we find acceptable. Limited access to or increased cost associated with financing acquisitions may limit our ability to acquire additional brands, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to effectively manage our growth, which could have a material adverse effect on our business, financial condition and results of operations.

We have a limited operating history as a combined company due to our recent completions of the Birch Benders Acquisition and the Noosa Acquisition in October 2020 and November 2018, respectively. Our rapid growth has placed, and may continue to place, significant demands on our organizational, administrative and operational infrastructure, including manufacturing operations, supply chain, quality control, regulatory support, customer service, sales force management and general and financial administration. As we continue to grow and acquire brands, we will need to continue

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building our operational, financial and management controls as well as our reporting systems and procedures. Managing our planned growth effectively may require us to:

● enhance our facilities and purchase additional equipment at our facilities;

● upgrade or enhance our information technology systems; and

● successfully hire, train and motivate additional employees.

If we are unable to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business, financial condition and results of operations.

Our future growth and continued success depend upon consumer preferences for our products, which could change. If we fail to anticipate and respond to changes in consumer preferences, demand for our products could decline.

Our business is primarily focused on sales of premium, on-trend and high-quality products, and a future decrease in consumer demand for such products could have a material adverse effect on our business, financial condition and results of operations. Consumer demand could change based on a number of possible factors, including dietary and nutritional values, such as the popularity of “keto” and “paleo” diets, and lifestyle habits, such as a potential shift away from eating at home; concerns regarding the health effects of ingredients; product packaging preferences; and factors associated with an economic downturn or the COVID-19 pandemic, such as increased unemployment, decreases in disposable income and declines in consumer confidence. While we continue to diversify our product offerings, developing new products entails risks. A failure to offer products that consumers want to buy, accurately predict which shifts in consumer preferences will be long-lasting or introduce new and improved products to satisfy those preferences could have a material adverse effect on our business, financial condition and results of operations. In addition, given the variety of backgrounds and identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences. As such, we must be successful in developing innovative products across a multitude of product categories. A failure to anticipate and respond to changes in consumer preferences or a significant shift in consumer demand away from our products could reduce the sales of our brands or our market share, any of which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to successfully introduce new products or if recently launched products do not meet expectations or are de-listed or discontinued, it could have a material adverse effect on our business, financial condition and results of operations.

Our success is dependent on anticipating changes in consumer preferences and successful new product development and product launches in both our existing and adjacent market categories in response to such changes. Trends within the packaged food industry change often, and failure to identify and react to changes in these trends, could lead to, among other things, reduced loyalty, reduced demand and price reductions for our brands and products. In addition, our misperception of the acceptance of our brands, or brands that we may acquire in the future, could limit our ability to innovate in adjacent market categories. While we devote significant efforts to the development of new products and to the research, development and technology process functions of our business, we may underestimate the costs of new products or we may not be successful in developing new products cost-effectively or at all. We could incur significant costs, including for slotting, for products that are commercially successful as well as for products that may initially gain customer or consumer acceptance but are ultimately unsuccessful. The success of our innovation and product improvement efforts is affected by our ability to anticipate changes in consumers’ preferences; the level of funding that can be made available; the technical capability of our research and development staff in developing, formulating and testing product prototypes; our compliance with governmental regulations; and the success of our management in introducing the resulting new products or improvements in a timely manner.

Even if we are successful in introducing new or recently launched products, sales generated by new products could cause a decline in sales of our existing products, or new products could have lower margins than our existing products. Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key markets and our ability to successfully identify, develop, manufacture, market and sell new or

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improved products in these changing markets, and a failure to do so effectively could have a material adverse effect on our business, financial condition and results of operations.

Our sales and profit growth are dependent on our ability to expand existing market penetration and enter into new markets. If we are unable to increase distribution of our products, it could adversely affect our ability to grow our business.

Successful growth depends on our ability to secure increased distribution of our products by adding new customers, increasing the number of stores that sell our products, increasing the number of our products our customers offer for sale and enhancing our product portfolio with innovative and profitable products. This growth would also include expanding our retail shelf placement and priority as well as increasing access to alternative retail channels, such as e-commerce retailers, to sell our products. If our customers reduce the frequency of their shelf resets, whether as a result of increased labor costs, labor shortages or other factors, or decrease the shelf space devoted to the categories in which we compete, our ability to expand distribution of our products could be adversely impacted. The COVID-19 pandemic impacted our product innovation and growth efforts in fiscal 2020 as a result of our customers modifying their shelf reset timings, reducing in store-displays and promotional activities and shifting their ordering patterns. Additionally, the COVID-19 pandemic caused our customers to focus on ensuring that key products remain in stock. To the extent customers continue to focus on ensuring shelf space for key products, future shelf- space opportunities for new products may be impacted. Our inability to successfully increase distribution of our products could have a material adverse effect on our business, financial condition and results of operations.

Our sales and profit growth are dependent on our ability to expand household penetration and the success of our marketing programs. If we are unable to increase household penetration of our products, it could adversely affect our ability to grow our business.

Successful growth depends on our ability to increase our household penetration by reaching new consumers and on our ability to increase purchases by existing consumers of our products, and we seek to maintain and improve our brand image through marketing investments, including advertising and consumer promotions. However, retailers and our competitors may continue to aggressively market their branded and private label products, which could reduce demand for our products. To compete effectively, increase our household penetration, increase purchases by our existing consumers and maintain and improve our brand image, we may need to increase or reallocate spending on marketing and promotional activities, such as rebates, temporary price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. These expenditures are subject to risks, including risks related to consumer acceptance of our efforts, the rapidly changing media environment, costs of advertising through social and digital media outlets and consumers’ use of the social and digital media outlets where we market our brands. We rely primarily on social media and online dissemination of our advertising campaigns, and the success of our brands, and our growth, may suffer if our marketing plans or product initiatives do not have the desired impact on a brand’s image or its ability to attract consumers or drive frequency of purchase. Our inability to successfully increase household penetration of our products or increase purchases by our existing consumers could have a material adverse effect on our business, financial condition and results of operations.

Economic downturns could limit consumer and customer demand for our products.

The willingness of consumers to purchase our products depends in part on changes in local, national and global economic conditions. Deteriorating economic and political conditions in our major markets, such as increased unemployment, decreases in disposable income and declines in consumer confidence, whether as a result of the COVID-19 pandemic or other factors, could cause a decrease in demand for our overall product set, particularly higher priced products.

In an economic downturn, consumers may purchase more generic, private label and other products that are lower in price than our products and may forego certain purchases altogether. Consumers may reduce the number of premium

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products that they purchase where there are mid-tier alternatives, given that premium products generally have higher retail prices than their mid-tier counterparts. Due to changes in consumer demand, we could experience a reduction in sales, a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings. Our customers may also become more conservative in response to these conditions and seek to reduce their inventories or change their shelf sets to prioritize lower- price products. In addition, as a result of economic conditions or competition, we may be unable to raise our prices sufficiently to protect margins. The impacts of an economic downturn and the COVID-19 pandemic may be greater than we expect, and demand for our products may not meet our expectations in the future following the end of an economic downturn or the COVID-19 pandemic. Prolonged unfavorable economic conditions may have an adverse effect on any of these factors and could have a material adverse effect on our business, financial condition and results of operations.

Our business is highly concentrated in the United States, with little global diversification.

Our operations and our customers are mainly in the United States and, therefore, we are particularly susceptible to consumer trends, market fluctuations, including commodity price fluctuations or supply shortages of key raw materials, adverse regulations, the economic climate and other adverse events in the United States. The concentration of our businesses in the United States could present challenges and increases the likelihood that an adverse event in the United States would have a material adverse effect on our business, financial condition and results of operations.

Erosion of the reputation of one or more of our brands could have a material adverse effect on our business, financial condition and results of operations.

Maintaining and continually enhancing the value of our brands is critical to the success of our business, and consumer perceptions have a significant impact on the value of our brands. Our reputation could be adversely impacted by any of the following, or by negative publicity (whether or not valid) relating thereto: the failure to maintain high standards for the quality of our products; concerns about food safety, product recalls or other issues, such as product contamination, mislabeling or tampering; the failure to meet ethical, social and environmental expectations or standards for all of our operations, activities, employees or co-packers; the failure to achieve any stated goals with respect to the nutritional or ingredient profile of our products; the loss of third-party certifications for certain of our products as, for example, “gluten-free,” “non-GMO” or “organic;” our research and development efforts; or our environmental impact, including use of agricultural materials, packaging, energy use and waste management. A failure to comply with laws and regulations, maintain an effective system of internal controls or provide accurate and timely financial information could also hurt our reputation.

In particular, a significant product recall or any assertion that our products caused injury, illness or death could result in negative publicity, damage to our reputation with existing and potential customers or our brand image and loss of consumer confidence in the safety and/or quality of our products, ingredients or packaging. In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in that category or customers may cancel orders for such products as a result of such events. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory and lost sales due to the unavailability of product for a period of time, and we could suffer losses from a significant adverse product liability judgment.

Further, the widespread use of social and digital media by consumers has increased the speed and extent that information or misinformation and opinions can be shared, and negative posts or comments about us or our brands, employees, co-packers, products or packaging on social or digital media could seriously damage the value of our brands. Consumers have been increasingly focused on food safety and health and wellness with respect to the food products they buy. If we fail to adequately respond to any consumer concerns, we could suffer lost sales and damage our brand image or our reputation. Publicity concerning the health implications of food products generally, or changes in public perception of certain ingredients, packaging or food products, such as “keto” products, could negatively influence consumer perception and acceptance of our products and marketing programs. Damage to our reputation or loss of consumer confidence in the safety or quality our products for any of these or other reasons could result in decreased demand for our products, harm

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our ability to maintain premium pricing over private label products and have a material adverse effect on our business, financial condition and results of operations, as well as require additional resources to rebuild our reputation.

A substantial amount of our net sales and EBITDA comes from our Dinners and Sauces operating segment, and a slow-down or decrease in sales of Rao’s sauce products could have a material adverse effect on our business, financial condition and results of operations.

A substantial amount of our net sales is derived from our Dinners and Sauces operating segment. Sales of products in our Dinners and Sauces operating segment, which includes our Rao’s sauce products, represented approximately 70% of our net sales in fiscal 2020. We believe that sales of products in our Dinners and Sauces operating segment will continue to constitute a substantial amount of our net sales for the foreseeable future. If we gain or maintain our market share in the market for products in our Dinners and Sauces operating segment, such as our Rao’s sauce products, competitors, including companies with greater resources and more substantial operations than us, could respond by increasing competition in this market. Our business, financial condition and results of operations would be harmed by a decline in the market for products in our Dinners and Sauces operating segment, increased competition in the market for those products, disruptions in our ability to procure those products (whether due to manufacturer inability, supply chain failures or otherwise) or our failure or inability to provide sufficient investment to support and market, promote and display those products as needed to maintain or grow their competitive position or to achieve more widespread market acceptance.

Due to seasonality or changes in our promotional activities, our revenue and operating results may vary from quarter to quarter.

We have experienced, and expect to continue to experience, fluctuations in our quarterly results of operations due to the seasonal nature of our business. Consumer purchasing patterns are impacted by seasonal factors, including weather and holidays. Seasonality could cause our results of operations for an interim financial period to fluctuate and not be indicative of our full year results. Seasonality also impacts relative net sales and profitability of each quarter of the year, both on a quarter-to-quarter and year-over- year basis. If we fail to effectively manage our inventories or fluctuations in business as a result of promotional activities or other factors, seasonality could have a material adverse effect on our business, financial condition and results of operations.

We rely on the performance of major retailers, wholesalers, distributors and mass merchants for the success of our business, and if they give higher priority to other brands or products, perform poorly or declare bankruptcy, it could have a material adverse effect on our business, financial condition and results of operations.

We sell our products principally to retail outlets and wholesale distributors, including traditional supermarkets, mass merchants, warehouse clubs, wholesalers, specialty food distributors, military commissaries and non-food outlets, such as drug store chains, dollar stores and e-commerce retailers. The poor performance of our major wholesalers, retailers or chains or our inability to collect accounts receivable from our customers could have a material adverse effect on our business, financial condition and results of operations.

In addition, our customers offer branded and private label products that compete directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk that our customers may give higher priority to their own products or to the products of our competitors. In the future, our customers may not continue to purchase our products or provide our products with adequate levels of promotional support or shelf space or may replace our branded products with private label products. For example, in 2020, one club retailer chose to discontinue carrying our Michael Angelo’s lasagna, electing to only carry the leading national brand and its private label brand. Such risks may be particularly acute in historically declining market categories, such as yogurt. Emerging alternative retail channels, such as online- only grocery delivery services, also continue to evolve and impact the packaged food industry. The performance of major retailers,

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wholesalers, specialty distributors and mass merchants and their prioritization of our brands could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to grow or maintain our profitability in the face of a consolidating retail environment, and the loss of any of our largest customers could have a material adverse effect on our business, financial condition and results of operations.

In fiscal 2020, our largest customers, Costco Wholesale Corporation, Walmart Inc. and KeHE Distributors, LLC (“KeHE”), accounted for approximately 16%, 13% and 11%, respectively, of our gross sales, and our top four largest customers together accounted for approximately 48% of our gross sales. We expect that a significant portion of our revenues will continue to be derived from a limited number of customers. Our customers are generally not contractually obligated to purchase from us, and make purchase decisions based on a combination of price, promotional support, product quality, consumer demand, customer service performance, their desired inventory levels and other factors. As the retail grocery trade continues to consolidate and our customers grow larger and become more sophisticated, our customers may demand lower pricing, increased promotional programs, increased deductions and allowances and consistent terms or a single ordering system. There can be no assurance that our largest customers will continue to purchase our products in the same mix or quantities, or on the same terms, as in the past. Disruption of sales to any of these customers, or to any of our other large customers, for an extended period of time could have a material adverse effect on our business, financial condition and results of operations.

Further, our customers are seeking to improve their profitability through improving efficiency, reducing their inventories, changing their shelf sets, reducing the number of brands they carry and increasing their emphasis on products that hold either the number one or number two market position and increasing their reliance on private label products, their own brand name products and generic and other economy brands. A focus by our customers on ensuring shelf space for the most popular products to avoid out-of-stocks accelerated due to the COVID-19 pandemic and may continue to accelerate. If we fail to use our sales and marketing expertise to maintain and grow retail shelf space or priority for our products, or if we lower our prices or increase promotional support of our products and are unable to increase the volume of our products sold, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, alternative retail channels, such as e-commerce retailers (including key retailers with integrated traditional and digital operations and online-only grocery delivery services), subscription services, discount and dollar stores, direct-to-consumer brands, limited assortment specialty retailers, drug stores and club stores, have become more prevalent. Substantial growth in e-commerce has encouraged the entry of new competitors and business models, intensifying competition by simplifying distribution and lowering barriers to entry. This trend away from traditional retail grocery, and towards such channels, is expected to continue in the future. We have seen a shift in consumption towards the e-commerce channel during the COVID-19 pandemic and may see a more substantial shift in the future. Typically, products we sell via the e-commerce channel present unique challenges in order fulfillment. Securing trial of our products by new consumers may be challenging in e-commerce settings if consumers focus on re-ordering products that they customarily consume. The expanding presence of e-commerce retailers has impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect our sales or profits. In addition, these alternative retail channels may create consumer price deflation, affecting our customer relationships and presenting additional challenges to increasing prices in response to commodity or other cost increases. Also, if these alternative retail channels, such as e-commerce retailers, take significant share away from traditional retailers, this could have a material adverse effect on our business, financial condition and results of operations. If we are not successful in expanding sales in alternative retail channels, it could have a material adverse effect on our business, financial condition and results of operations.

Any future financial market disruptions or tightening of the credit markets could expose us to additional credit risks from customers and supply risks from suppliers and co-packers.

Any future financial market disruptions or tightening of the credit markets could result in some of our customers experiencing a significant decline in profits and/or reduced liquidity, and a significant adverse change in the financial and/or credit position of a customer could require us to assume greater credit risk relating to that customer and limit our

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ability to collect receivables. Such disruptions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged.

A significant adverse change in the financial and/or credit position of one of our suppliers or co- packers or a significant change in the Euro to U.S. dollar exchange rate that adversely affects one of our suppliers or co-packers could result in an interruption to the supply of our products and increased costs. This could have a material adverse effect on our business, financial condition and results of operations.

We are vulnerable to decreases in the supply of and increases in the price of ingredients and other materials and labor, manufacturing, distribution and other costs, and we may not be able to offset increasing costs through cost savings initiatives or pricing.

We purchase raw materials, including agricultural products, whole milk, almond and other flours, tomatoes, cheese, chicken and meat, and other ingredients, such as fruit preparations, from growers, commodity processors, ingredient suppliers and other food companies located primarily in the United States. We also purchase packaging materials, including tubs, caps and lids, trays, labels, corrugated cardboard, cartons and other packaging, from packaging manufacturers located primarily in the United States. Our co- manufacturers also purchase ingredients and packaging materials and can pass along cost increases to us subject, in some instances, to certain contractual limitations. Ingredients and packaging materials are subject to increases in price attributable to a number of factors, including drought and excessive rain, temperature extremes and other adverse weather events, water scarcity, scarcity of suitable agricultural land, crop size, cattle cycles, herd and flock disease, crop disease and crop pests and trade disputes, tariffs or sanctions. Certain ingredients used in some of our products are organic or non-GMO, and organic and non-GMO raw materials may be subject to additional pressures from increased demand or greater supply vulnerability. We are particularly vulnerable to agricultural disasters or pestilence resulting in price increases associated with the tomato crops in Italy and the United States, the eggplant crop in the United States and Mexico, the production of milk in the United States, honey production in the United States and Canada and powdered egg supply because of our and our co-packers’ large purchases of these materials. Crop disease and crop pests, such as insects, plant diseases and fungi, as well as herd and flock diseases, such as mad cow disease, swine influenza and avian influenza, and issues impacting pollinators and bee colonies, could impact the cost and availability of the agricultural products, meat, poultry and eggs used in our products. Factors associated with the COVID-19 pandemic have resulted in increased demand for and disrupted supply of some ingredients and packaging materials. Fluctuations in commodity prices can lead to retail price volatility and increased price competition and can influence consumer and trade buying patterns.

In addition, the costs of labor, manufacturing, energy, fuel and packaging materials and other costs related to the production and distribution of our products can from time to time increase significantly and unexpectedly. We attempt to manage these risks by entering into supply contracts and advance commodities purchase agreements from time to time and implementing cost saving measures. Our suppliers may also close, causing us to seek suitable suppliers elsewhere. Factors associated with the COVID-19 pandemic have resulted in increased demand for transportation, and due to the frozen or refrigerated transportation required for distribution of a COVID-19 vaccine, the availability and cost of transportation for our products could be impacted. Moreover, we are exposed to higher costs in certain areas, such as front-line employee compensation as well as incremental costs associated with newly added health screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees, due to the COVID-19 pandemic. Third parties, such as co-packers, suppliers, distributors, retailers and transportation companies, are subject to similar cost pressures and may seek to pass these increased costs on to us. Competition for co- packers, including increased demand for co-packed products, could also increase the costs of manufacturing and packing our products.

Further, if we increase prices to offset higher costs, we could experience lower demand for our products and sales volumes. We recently announced that we will increase prices for Rao’s sauces, which could adversely impact demand and

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sales. To the extent we are unable to offset present and future cost increases related to the production and distribution of our products, it could have a material adverse effect on our business, financial condition and results of operations.

Severe weather conditions, natural disasters and other natural events can affect our manufacturing facilities, co- packers, raw material supplies or logistics and could have a material adverse effect on our business, financial condition and results of operations.

Severe weather conditions, natural disasters and other natural events, such as floods, droughts, fires, hurricanes, earthquakes, extreme temperature events, volcanic eruptions, pestilence or health pandemics, such as the COVID-19 pandemic, may affect the supply of the raw materials that we (or our co-packers) use for our products, our manufacturing facilities, our operations or the operations of third-party co-packers, transportation companies or retailers or access to ports used to import our products. For example, our yogurt plant in Colorado, which is the sole manufacturing location of our noosa spoonable yogurts, is located in a region which is affected by fires, and production at our Texas facility was temporarily interrupted in February 2021 due to severe weather conditions. La Regina di San Marzano USA, Inc. (together with its subsidiaries and affiliates, “La Regina”), the third-party co-packer that produces the substantial majority of our Rao’s Homemade sauce products, is located near Mount Vesuvius, an active volcano. Additionally, earthquakes in California, where many of our key personnel reside, could result in office closures or impact the communications infrastructure, impacting the ability of key personnel to operate our business. Competing manufacturers and co-packers may be affected differently by weather conditions, natural disasters or other natural events, depending on the location of their supplies and facilities. If our supplies of ingredients, packaging materials or finished goods are delayed or reduced, or if our or our co-packers’ manufacturing capabilities are disrupted, we may not be able to find adequate supplemental supply sources or alternative manufacturers on favorable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations.

Climate change, water scarcity or legal, regulatory or market measures to address climate change or water scarcity could have a material adverse effect on our business, financial condition and results of operations.

There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as whole milk, tomatoes, fruit, honey and eggplant. For example, we rely on the successful harvest of tomatoes in both the United States and Italy and purchase large quantities of eggplant, and tomato or eggplant crop sizes and quality could be adversely impacted by climate change, which in turn could harm our supply of raw materials, increase our cost of transporting and storing raw materials or disrupt the production of our products. In addition, our operations and the operations of our co- packers are dependent on the availability of water. As a result of climate change, we or our co-packers may be subject to decreased availability or less favorable pricing for water, which could impact our manufacturing or other operations.

The increasing concern over climate change also may result in more regional, federal, foreign and/or global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases. In the event that such regulations are enacted and are more aggressive than the sustainability measures that we or our co- packers are already pursuing, we or our co-packers may experience significant increases in our manufacturing and distribution costs. In particular, increasing regulation of fuel emissions could substantially increase the supply chain and distribution costs associated with our

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products. As a result, climate change or increased concern over climate change could have a material adverse effect on our business, financial condition and results of operations.

Failure by us or third-party co-packers or suppliers of raw materials to comply with food safety, environmental or other laws or regulations, or new laws or regulations, could have a material adverse effect on our business, financial condition and results of operations.

Our operations, and the operations of certain of our co-packers and other supplies, are subject to extensive regulation by the Food and Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”), the Federal Trade Commission (“FTC”) and various other federal, state, local and foreign authorities where our products are produced or sold. We and our co-packers are also subject to U.S. laws affecting operations outside of the United States, including anti-bribery laws, such as the Foreign Corrupt Practices Act (“FCPA”), and state laws, such as the California Safe Drinking Water and Toxic Enforcement Act of 1986 (better known as “Proposition 65”). Failure by us or any of our co-packers or other suppliers to comply with applicable laws and regulations, or allegations of compliance failure, may disrupt operations, expose us to potential fines and cause us to incur costs to ensure compliance.

Any changes in the laws and regulations to which we or our co-packers and other suppliers are subject, or any changes in how existing or future laws or regulations will be enforced, administered or interpreted, could increase the cost of developing, manufacturing and distributing our products or otherwise increase the cost of conducting our business, adversely impact how we are able to market our products, require us to change or reformulate products or expose us to additional risk of liabilities and claims. For example, if FDA or other regulations restrict us from labeling and marketing certain product attributes, such as “net carb” count or “keto,” we may be unable to effectively reach our target consumer for certain of our Birch Benders products or promote what we believe to be the key differentiating attributes for those products. Failure by us or our co-packers and other suppliers to comply with applicable laws and regulations, including future laws and regulations, could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, any of which have a material adverse effect on our business, financial condition and results of operations.

Governmental and administrative bodies within the United States are considering a variety of tax, trade and other regulatory reforms, including tariffs on certain materials used in the manufacture of our products and tariffs on certain finished products. We regularly move data across state borders to conduct our operations and, consequently, are subject to a variety of laws and regulations in the United States regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data. There is significant uncertainty with respect to compliance with such privacy and data protection laws and regulations because they are continuously evolving and developing and may be interpreted and applied differently from state to state and may create inconsistent or conflicting requirements.

We and our co-packers and other suppliers are subject to various federal, state, local and foreign environmental laws and regulations. Our primary environmental compliance obligations relate to wastewater and solid waste generated by our manufacturing operations and ammonia and freon used in our refrigerant systems, all of which are subject to special handling requirements. In addition, as a current or former operator of real property, we may be liable for the cost to remove or remediate contamination resulting from the presence or release of hazardous substances from or on such property, whether or not we knew of or caused such contamination, and such liability may be joint and several. We also may be liable for costs of remediating contamination at off-site disposal or treatment facilities to which we arranged for the disposal or treatment of hazardous substances, without regard to whether we complied with applicable laws in doing so. Our failure to comply with environmental laws and regulations could subject us to lawsuits, administrative penalties and civil remedies. Due to regulatory complexities, uncertainties inherent in litigation and the risk of unidentified contaminants on our or any of our co-packers’ or other suppliers’ current and former properties, the potential exists for remediation, liability, indemnification and compliance costs to differ from our estimates. We cannot guarantee that our costs in relation

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to these matters, or compliance with environmental laws in general, will not exceed our established liabilities or otherwise have a material adverse effect on our business, financial condition and results of operations.

Future litigation may lead us to incur significant costs or harm our or our brands’ reputations.

The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from mislabeling, tampering or product contamination or spoilage, including the presence of foreign objects, undeclared allergens, substances, chemicals, other agents or residues introduced during the growing, processing, manufacturing, storage, handling or transportation phases of production. We may become party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating to product labeling, product recalls and product liability as well as the marketing of our products, intellectual property, contracts, employment matters, environmental matters or other aspects of our business. Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits. In addition, we may be required to pay damage awards or settlements or become subject to injunctions or other equitable remedies, and such claims or liabilities may not be covered by our insurance or by any rights of indemnity or contribution that we have against others. Although we maintain insurance, including product liability insurance and product contamination insurance, in amounts we believe to be adequate, we cannot assure you that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. The outcome of litigation is often difficult to predict, and the outcome of future litigation could have a material adverse effect on our business, financial condition and results of operations.

Our cost savings and efficiency initiatives may not be successful, which could have a material adverse effect on our business, financial condition and results of operations.

We are pursuing several cost-saving and efficiency initiatives, such as a trade efficiency project, category bids, supplier and co-packer negotiations, product reformulations, SKU rationalizations, increased automation and other efforts to simplify production and reduce costs. We are also working to leverage our scale as we grow our business, with products in three temperature states at retailers (refrigerated, frozen and shelf-stable), and reduce the amount of products that are sold to customers through distributors and increase our direct engagement with customers through our “go-direct” initiative.

However, certain of our initiatives may lead to increased costs in other aspects of our business, such as increased research and development, conversion, outsourcing or distribution costs, or cause other disruptions to our business. We must accurately predict costs, be efficient in executing any plans to achieve cost savings and operate efficiently in the highly-competitive packaged food industry. To capitalize on our efforts, we must carefully evaluate investments in our business and execute in those areas with the most potential return on investment. If we are unable to realize the anticipated benefits from any cost-saving or efficiency initiatives or if such initiatives disrupt our business, it could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to retain our key management personnel, it could have a material adverse effect on our business, financial condition and results of operations.

Our success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. In particular, our Founder, President and Chief Executive Officer, Todd R. Lachman, is critical to our vision, strategic direction, culture, products and growth. We do not maintain key-man insurance for Mr. Lachman or any other member of our senior management team. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train and retain other talented personnel. Any such loss or failure could adversely affect our product sales, financial condition and operating results. The

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departure of members of our key employees or senior management could have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our results of operations.

We are subject to income taxes in various U.S. jurisdictions. We record tax expense based on our estimates of future payments, which may in the future include reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated.

In addition, our effective tax rate in a given financial reporting period may be materially impacted by a variety of factors including, but not limited to, changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in the valuation allowance or by changes to existing accounting rules or regulations. Further, tax legislation may be enacted in the future, including current proposals in Congress to increase corporate taxes. New or revised tax legislation could negatively impact our current or future tax structure and effective tax rates.

A change in the assumptions used to value our goodwill or our intangible assets, or the impairment of our goodwill or our intangible assets, could have a material adverse effect on our business, financial condition and results of operations.

Our total assets include substantial goodwill and intangible assets, such as tradenames and trademarks. Goodwill and indefinite-lived intangible assets are tested for impairment annually and when indicators of impairment exist. The annual goodwill and indefinite-lived intangible impairment test involves a qualitative evaluation and a quantitative test. The qualitative assessment evaluates factors including macro-economic conditions, industry- and company-specific factors and historical company performance in assessing fair value. If it is determined that it is more likely than not that the fair value of the reporting unit or indefinite- lived asset is less than the carrying value, a quantitative test is then performed. Otherwise, no further testing is required. When using a quantitative approach to assess goodwill for impairment, we compare the fair value of the reporting unit to the carrying amount, including goodwill. For indefinite-lived intangible assets, impairment is assessed by comparing the fair value of the asset with its carrying value. In addition, we evaluate definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the estimated fair value of the reporting unit or indefinite-lived asset is less than its carrying amount, impairment is indicated, requiring recognition of an impairment charge for the differential. Determining the fair value of a reporting unit or indefinite-lived asset is judgmental in nature and involves the use of significant estimates and assumptions. Factors, such as future adverse changes in market conditions or poor operating results of these underlying assets, could result in losses or an inability to recover the carrying value of the asset that may not be reflected in the asset’s current carrying value, thereby requiring impairment charges in the future. We completed our annual impairment test for fiscal 2020 with no adjustments to the carrying values of goodwill and intangible assets. However, we recorded an impairment loss to Michael Angelo’s goodwill of approximately $14.4 million and an impairment loss to the Michael Angelo’s trade name, a definite-lived intangible asset, of approximately $2.8 million for our fiscal year ended December 28, 2019. If operating results for any of our other brands, including brands that we have recently acquired or may acquire in the future, deteriorate or fail to meet our projections or expectations, we may be required to record additional non-cash impairment charges to certain intangible assets. In addition, any significant decline in our market capitalization, even if due to macroeconomic factors that could be affected by the COVID-19 pandemic or otherwise, could put pressure on the carrying value of our goodwill. A determination that all or a portion of our goodwill

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or intangible assets are impaired, although such determination would result in a non-cash charge to operations, could have a material adverse effect on our business, financial condition and results of operations.

If we do not maintain effective internal controls over financial reporting, we may not be able to accurately and timely report our financial results, which could have a material adverse effect on our business, financial condition and results of operations, and investors may lose confidence in the accuracy and completeness of our financial reports and the price of our common stock may decline.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. As a public company, we are required to comply with the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and other rules that govern public companies. In particular, we are required to certify our compliance with Sections 302, 404 and 906 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting. In addition, our independent registered public accounting firm is required to report on the effectiveness of our internal control over financial reporting in the future to the extent that we are no longer an emerging growth company or smaller reporting company.

If we are unable to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected; our liquidity, our access to capital markets, the perceptions of our creditworthiness and our ability to complete acquisitions may be adversely affected; we may be unable to maintain compliance with applicable securities laws, the NASDAQ listing requirements and the covenants under our debt agreement regarding the timely filing of periodic reports; we may be subject to regulatory investigations and penalties; investors may lose confidence in our financial reporting; we may suffer defaults, accelerations or cross-accelerations under our debt agreement to the extent we are unable to obtain waivers from the required creditors or counterparties or are unable to cure any breaches; and our stock price may decline.

We have related party transactions which present possible conflicts of interest.

We have engaged in related party transactions with our directors or related entities. For example, the Bellvue, Colorado facility where we manufacture all of our noosa spoonable yogurts is owned indirectly by Robert L. Graves, our Vice President, Strategic Initiatives and a member of our board of directors (the “Board”), and leased pursuant to a facilities lease agreement and a ground lease agreement that each expire on December 31, 2027 and contain options for extension for a total of 15 additional two-year extensions. In addition, the close proximity of our employees to the employees of Mr. Graves’ manufacturing facility and the interrelatedness of our operations with the operations of Mr. Graves’ manufacturing facility could expose us to risks or influence our business decisions. In all related party transactions, there is a risk that a related party’s influence may be such that the transaction terms could be viewed as favorable to that related party, even if we strive to ensure that the terms of the transaction are arms-length. The appearance of conflicts of interest created by related party transactions could impair the confidence of our investors.

Failure by us, or the third-party partners on which we rely, to maintain good employee relations could have a material adverse effect on our business, financial condition and results of operations.

We have approximately 615 employees. Although none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could have a material adverse effect on our business, financial condition and results of operations. In addition, a labor dispute involving some or all our employees could harm our reputation, disrupt our operations and reduce our revenues, and resolution of disputes could increase our costs. Further, we rely on third parties whose employees may be, or may elect to be, represented by labor unions, and such disruptions in their operations

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could in turn have a material adverse effect on our business, financial condition and results of operations. Failure to maintain good relations with our employees, or the failure of third parties on which we rely to maintain good relations with their employees, could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Distribution and Manufacturing

We are dependent on third-party distributors.

Third-party distributors purchase our products directly for their own account for resale, and we rely on sales made by or through these third-party distributors to customers. For instance, one of our largest customers, KeHE is also a distributor of our products. The loss of, or business disruption at, one or more of these distributors could have a material adverse effect on our business, financial condition and results of operations. Although we are striving to decrease our reliance on distributors for sales to certain customers as part of our “go-direct” cost-savings initiative, we may not be successful in this initiative, and this initiative may disrupt our relationships with our distributors who we rely on for the portion of our business that is conducted through distributors. If we are required to obtain additional or alternative distribution agreements or arrangements in the future, we cannot be certain that we will be able to do so on satisfactory terms or in a timely manner. Our inability to enter into satisfactory distribution agreements could inhibit our ability to implement our business plan or impact our ability to maintain or successfully expand the distribution of our products, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on third-party co-packers for a significant portion of our manufacturing needs, including one co- packer for the substantial majority of our Rao’s Homemade sauce products. If our co-packers do not accept or fulfill purchase orders from us or we are unable to enter into additional or future co-packing agreements, it could have a material adverse effect on our business, financial condition and results of operations.

We rely upon co-packers for a significant portion of our manufacturing needs. Our success depends, in part, on maintaining a strong sourcing and manufacturing platform. We believe that there are a limited number of high-quality, fiscally stable co-packers in the industry with the equipment and operational capabilities required to make our products, and many of our co-packing agreements do not include purchase or supply minimums. If we were required to obtain additional or alternative co-packing agreements or arrangements in the future, or if co-packers experience capacity issues or disruptions (whether as a result of the COVID-19 pandemic or otherwise), production of our products may be delayed or postponed and/or the availability of some of our products may be reduced or delayed. To meet certain service level minimums for our customers and avoid financial penalties that could result from a failure to meet such minimums under our agreements with customers, we may incur additional expenses, including paying a premium for faster, more expensive transportation methods or agreeing to production premiums with our co-packers.

In addition, we rely on La Regina, a third-party co-packer, for the substantial majority of our Rao’s Homemade sauce products. La Regina currently produces our Rao’s Homemade sauce products in Italy. Any disruption to La Regina’s production or delivery of our Rao’s Homemade sauce products, whether due to the political environment in Italy, COVID-19 pandemic related government restrictions, agricultural disasters or pestilence in Italy, issues with production, events affecting ports in Italy or the United States or otherwise, could have a material adverse effect on our business, financial condition and results of operations. To facilitate La Regina’s establishment of a U.S. production location in Alma, Georgia, we have agreed to provide La Regina with exclusivity for the third-party production of certain of our products once this facility is qualified to begin production. However, because the Alma, Georgia production location will use tomatoes from Italy for the production of our Rao’s Homemade and Rao’s Homestyle sauce products, production in Georgia may still be impacted by events in Italy. We have, from time to time, paid La Regina for our products more quickly than required under our contract and we may make similar or other concessions in the future. La Regina is also our landlord for a distribution center that we plan to open in Alma, Georgia. La Regina does not currently have manufacturing operations in the United States and may encounter unexpected challenges in opening and operating a production location in Alma, Georgia. Business disruptions related to the COVID-19 pandemic, such as availability of necessary equipment, travel restrictions or employee recruiting challenges, could impact the commencement of manufacturing in Alma, Georgia and the opening of our planned distribution center. Some of these business disruptions have already impacted the expected commencement

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of manufacturing in Alma, Georgia. In the event of a breach by La Regina, we have a right to purchase the facility in Alma, Georgia at cost, including the underlying real property, fixtures and equipment; however, we may encounter difficulties or delays with the exercise of the right to purchase or with assuming the operations at the Alma, Georgia facility. If our relationship with La Regina deteriorates, or if La Regina experiences financial, operational or other issues, we would be required to make alternative arrangements to produce Rao’s Homemade sauce products, such as assuming manufacturing operations on our own, developing our own internal manufacturing capabilities or finding one or more alternative co- packing arrangements, which may be costly or time-consuming to complete. If such an event were to occur, and we were unable to find alternative arrangements in a timely manner or on satisfactory terms, it could have a material adverse effect on our business, financial condition and results of operations.

A significant portion of our products are sourced from a single manufacturing site, which means disruption in, or capacity constraints affecting, our or our co-packers’ operations for any number of reasons could have a material adverse effect on our business, financial condition and results of operations.

Our products are manufactured at several different manufacturing facilities, including our two manufacturing facilities and manufacturing facilities operated by our co-packers, but in most cases, individual products are produced only at a single location. We produce all noosa spoonable yogurts at our Bellvue, Colorado manufacturing facility and all Rao’s Made for Home and Michael Angelo’s frozen products at our Austin, Texas manufacturing facility. We may leverage a co-packer from time to time to supplement our in-house production of select Michael Angelo’s products. The substantial majority of our Rao’s Homemade sauce products are produced at a single La Regina facility in Italy, the majority of our Rao’s Made for Home soup products are produced at a single location in Canada, the majority of our Birch Benders frozen waffles are produced at a single location in Belgium and our noosa smoothies are co-packed at a single facility. If any of these manufacturing locations experiences a disruption for any reason, including but not limited to work stoppages, governmental actions, disease outbreaks or pandemics, acts of war, terrorism, power failure or weather-related condition or natural disaster, including fire, earthquake, extreme temperatures, volcanic eruption or flooding, or issues associated with efforts to increase manufacturing capacity or improve manufacturing efficiency, this could result in a significant reduction or elimination of the availability of some of our products. If we were not able to obtain alternate production capability in a timely manner or on satisfactory terms, this disruption could have a material adverse effect on our business, financial condition and results of operations.

We rely on third-party warehouse and transportation providers in the distribution of our products.

Our success depends, in part, on dependable and cost-effective storage and transportation systems and a strong distribution network. We utilize third-party warehouse and transportation providers for these services, and the costs of these services could increase due to factors outside of our control. For example, factors associated with the COVID-19 pandemic have resulted in increased demand for transportation, and due to the frozen or refrigerated transportation required for distribution of a COVID-19 vaccine, the cost of transportation for our products could be further impacted. Third-party warehouse and transportation providers are also subject to numerous cost pressures, including costs associated with fuel and labor, and may seek to pass these increased costs on to us.

In addition, a disruption in storage or transportation services could be caused by a number of factors, including labor issues; failure to meet customer standards; acts of war; terrorism; fire, earthquakes, extreme temperatures, volcanic eruption, flooding or other natural disasters; or bankruptcy or other financial issues affecting the third-party providers of such services, and could result in an inability to supply materials to our or our co-packers’ facilities or finished products

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to our distribution centers or customers. Any disruption in the distribution chain of our products or an increase in the cost of these services could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Information Technology and Intellectual Property

We are increasingly dependent on information technology; disruptions, failures or security breaches of our information technology infrastructure or failure to comply with privacy laws could have a material adverse effect on our business, financial condition and results of operations.

Information technology is critically important to our business operations. We rely on information technology networks and systems, including the internet, to process, transmit and store electronic and financial information, manage a variety of business processes and activities (including our manufacturing, financial, logistics, sales, marketing and administrative functions), communicate internally and externally with customers, suppliers, carriers and others and comply with regulatory, legal and tax requirements. We also use mobile devices, social networking and other online activities to connect with our employees, suppliers, customers and consumers, and we have become more reliant on mobile devices, remote communication and other technologies during the COVID-19 pandemic. These information technology systems, many of which are managed by third parties or used in connection with shared service centers, may be susceptible to damage, disruptions or shutdowns due to factors outside of our control, including failures during the process of upgrading or replacing software, databases or components thereof, maintenance or security issues or errors, issues with migration of applications to the “cloud,” power outages, hardware or software failures, cyberattacks and other cyber incidents, telecommunication failures, denial of service, user errors, natural disasters, terrorist attacks or other catastrophic events.

Cyberattacks and other cyber incidents are occurring more frequently in the United States, constantly evolving in nature, becoming more sophisticated and being made by various groups and individuals with a wide range of expertise and motives. The decentralized nature of our operations and our increased reliance on our information technology systems due to many employees working remotely during, and potentially following, the COVID-19 pandemic could increase our vulnerability to cyberattacks and other cyber incidents. We may incur significant costs in protecting against or remediating cyberattacks or other cyber incidents.

In addition, if our suppliers or customers experience a breach or system failure, their businesses could be disrupted or otherwise negatively affected, which could in turn result in a disruption in our supply chain or reduced customer orders. If our information technology networks and systems suffer severe damage, disruption or shutdown, and our disaster recovery and business continuity plans, or those of our third-party providers, suppliers or customers, do not effectively respond to or resolve the issues in a timely manner, it could have a material adverse effect on our business, financial condition and results of operations.

Further, if we are unable to prevent physical and electronic break-ins, cyberattacks and other information security breaches, we may suffer financial and reputational damage, be subject to litigation or incur remediation costs or penalties as a result of unauthorized disclosure of confidential information belonging to us or to our partners, customers, suppliers, employees or consumers. The mishandling or inappropriate disclosure of non-public sensitive or protected information could lead to the loss of intellectual property, negatively impact planned corporate transactions or damage our reputation and brand image. Misuse, leakage or falsification of legally protected information could also result in a violation of data privacy laws and regulations and have a material adverse effect on our business, financial condition and results of operations.

Our intellectual property rights are valuable. Failure to protect, or litigation involving, our tradenames or trademarks and other rights could have a material adverse effect on our business, financial condition and results of operations.

Our intellectual property rights, including our trademarks, are a significant and valuable aspect of our business. We attempt to protect our intellectual property rights by pursuing remedies available to us under intellectual property laws, entering into third-party nondisclosure and assignment agreements and policing third-party misuses of our intellectual property. If we fail to adequately protect the intellectual property rights that we have now or may acquire in the future, or

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if there is any change in law or otherwise that serves to reduce or remove the current legal protections of our intellectual property rights, it could have a material adverse effect on our business, financial condition and results of operations. Further, although we own rights to “Rao’s” trademarks for our packaged food products, a third party owns rights to “Rao’s” trademarks for restaurant services and bar services. We have a co-existence agreement with this third party.

There is also a risk that other parties may have or claim to have intellectual property rights covering some of our brands, products or technology. If any third parties bring a claim of intellectual property infringement against us, we may be subject to costly and time-consuming litigation which could divert the attention of management and our employees. If we are unsuccessful in defending against such claims, we may be subject to, among other things, significant damages and injunctions against development and sale of certain products, we may be unable to utilize certain of our brand or product names or we may be required to enter into costly licensing agreements, any of which could have a material adverse effect on our business, financial condition and results of operations.

A third party owns the “Rao’s” trademarks for use in connection with restaurant and bar services. Disputes regarding our co-existence agreement with this third party or negative publicity relating to the Rao’s restaurants could have a material adverse effect on our business, financial condition and results of operations.

We are party to a worldwide co-existence agreement relating to our and an unrelated third-party’s respective rights to use and register trademarks containing the term “Rao’s.” As between the parties, we own the right to use and register “Rao’s” trademarks for packaged food products, while the third party owns the right to use and register “Rao’s” trademarks for restaurant services and bar services. We believe that the “Rao’s” trademarks have significant value and are instrumental in our ability to market and sustain demand for our Rao’s product offerings. Any disputes concerning this co-existence agreement may cause us to incur significant litigation costs. In addition, any negative publicity, social media or other information relating to the restaurants bearing the “Rao’s” trademark, or their owners or employees, could harm consumer perceptions of our Rao’s sauces and other products. Any such disputes or negative information could have a material adverse effect on our business, financial condition and results of operations.

We may experience difficulties fully implementing and integrating our ERP system, including with respect to acquired businesses.

We are in the process of transitioning the Birch Benders business from its current legacy ERP system to our ERP system and, as part of this transition, are adding new capabilities to our ERP system. This transition has required, and will continue to require, the investment of significant financial and human resources. We have experienced ERP delays and complications as a result of the remote work environment necessitated by the COVID-19 pandemic, and we may not be able to complete the integration and full transition to our ERP system without experiencing additional difficulties. This transition involves greater utilization of third-party “cloud” computing services in connection with our business operations. Problems faced by us or our third-party “cloud” computing providers, including technological or business-related disruptions, as well as cybersecurity threats, could have a material adverse effect on our business, financial condition and results of operations. Any disruptions, delays or deficiencies in the design or implementation of the transition of the Birch Benders business to our ERP system could adversely affect our ability to produce products, order products from co-packers, process customer orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, achieve integration synergies or otherwise operate our business and could adversely affect our internal controls. It is also possible that the transition of the Birch Benders business to our ERP system could adversely affect our internal controls if errors are made in the transition. If we are unable to transition the Birch Benders business to our ERP system smoothly or successfully, or if we otherwise do not capture anticipated benefits of the transition, it could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Indebtedness

Any default under our debt agreement could have significant consequences.

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In June 2021, Sovos Brands Intermediate Inc., a wholly-owned subsidiary of the Company (the “Borrower”), entered into a first lien credit agreement (the “First Lien Credit Agreement”) among the Borrower, Sovos Brands Holdings, Inc., a wholly-owned subsidiary of the Company, Credit Suisse, as administrative agent and collateral agent (the “Administrative Agent”), and the lenders and issuing banks from time to time party thereto. Our First Lien Credit Agreement contains covenants imposing certain restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. Our First Lien Credit Agreement contains restrictive covenants including, with specified exceptions, limitations on our ability to incur debt and liens; make certain investments, acquisitions and loans; pay dividends or make other distributions; make payments on subordinated debt; enter into burdensome agreements or affiliate transactions; consolidate, merge or dissolve; acquire or dispose of assets not in the ordinary course; materially alter our business; and modify our fiscal year-end. The First Lien Credit Agreement also contains a springing financial covenant that, if outstanding revolving loans (excluding any undrawn letters of credit) minus unrestricted cash exceed 35% of the aggregate revolving credit commitments, requires us to maintain, on a consolidated basis, a maximum ratio of consolidated first lien net debt to consolidated EBITDA (with certain adjustments as set forth in the First Lien Credit Agreement) of 6.95:1.00, tested as of the last day of any fiscal quarter on which such 35% threshold is exceeded.

Our ability to comply with these covenants under the First Lien Credit Agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in an event of default, which would permit the relevant administrative agent or the specified threshold of lenders under each facility to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. Further, the First Lien Credit Agreement contains cross-default provisions with respect to indebtedness in excess of a specified threshold amount, which may result in an event of default or acceleration of borrowings under the First Lien Credit Agreement if such provisions are triggered. Our obligations under the First Lien Credit Agreement are secured by a first priority lien on substantially all of our assets, subject to agreed upon exceptions. Any default by us under the First Lien Credit Agreement could have a material adverse effect on our business, financial condition and results of operations.

We may be adversely impacted by the potential discontinuation of the London Interbank Offered Rate (“LIBOR”).

Our First Lien Credit Agreement uses LIBOR as a reference rate. The financial authority that regulates LIBOR has announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2023. It is unclear precisely how any alternative reference rates would be calculated and published or whether alternative reference rates will gain market acceptance as a replacement for LIBOR. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities. Any transition from LIBOR may cause us to incur increased costs and additional risk. In connection with the LIBOR discontinuation, some or all of the loans under our First Lien Credit Agreement may use alternate base rate as a reference rate. If LIBOR is discontinued, interest rates will generally be based on an alternative variable rate as determined between the applicable Administrative Agent (as defined herein) and the Borrower (as defined herein). The alternative variable rate could be higher and more volatile than LIBOR prior to its discontinuance. At this time, due to a lack of consensus as to what rate or rates may become accepted alternatives to LIBOR, it is impossible to predict the effect of any such alternatives on our liquidity, our interest expense or the value of the loans under our First Lien Credit Agreement.

Our level of indebtedness could have a material adverse effect on our business, financial condition and results of operations.

The total principal amount of debt outstanding under our First Lien Credit Agreement, excluding unamortized debt issuance costs, as of October 8, 2021 was $480.8 million. Our indebtedness could have significant effects on our business, such as:

● limiting our ability to borrow additional amounts to fund acquisitions, debt service requirements, execution of our growth strategy, capital expenditures and other purposes;

● limiting our ability to make investments, including acquisitions, loans and advances, and to sell, transfer or otherwise dispose of assets;

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● requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our borrowings, which would reduce availability of our cash flow to fund working capital, acquisitions, execution of our growth strategy, capital expenditures and other general corporate purposes;

● making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions;

● placing us at a competitive disadvantage compared with our competitors that have less debt; and

● exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our borrowings as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity securities. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it could have a material adverse effect on our business, financial condition and results of operation.

Pursuant to our First Lien Credit Agreement, if outstanding revolving loans (excluding any undrawn letters of credit) minus unrestricted cash exceed 35% of the aggregate revolving credit commitments, we are required to maintain, on a consolidated basis, a maximum ratio of consolidated first lien net debt to consolidated EBITDA (with certain adjustments as set forth in the First Lien Credit Agreement) of 6.95:1.00, tested as of the last day of any fiscal quarter on which such 35% threshold is exceeded. Events beyond our control, including changes in general economic and business conditions, may affect our ability to satisfy the financial covenant. We cannot assure you that we will satisfy the financial covenant in the future, or that our lenders will waive any failure to satisfy the financial covenant.

The failure to comply with the covenants under our First Lien Credit Agreement or volatility in the credit and capital markets could have a material adverse effect on our business, financial condition and results of operation.

Our ability to manage our debt is dependent on our level of positive cash flow from the sale of our products. An economic downturn may negatively impact our cash flows. Credit and capital markets can be volatile, which could make it more difficult for us to refinance our existing debt or to obtain additional debt or equity financings in the future. Such constraints could increase our costs of borrowing and could restrict our access to other potential sources of future liquidity. Future volatility or disruption in the credit and capital markets could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Our failure to comply with the covenants under our First Lien Credit Agreement or to have sufficient liquidity to make interest and other payments required by our debt could result in a default of such debt and acceleration of our borrowings, which could have a material adverse effect on our business, financial condition and results of operations.

Other Risks Related to Ownership of Our Common Stock

Future offerings of debt or equity securities by us may have a material adverse effect on the market price of our common stock.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock or by offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity or shares of preferred stock.

Any future debt financing could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which might make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Moreover, if we issue debt securities, the debt holders would have rights to make claims on our assets senior to the rights of our holders of our common stock. The issuance of additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. Debt securities

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convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may have a material adverse effect on the amount, timing, or nature of our future offerings. Thus, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us.

If the ownership of our common stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

As of October 5, 2021, Advent indirectly beneficially owns approximately 63% of our outstanding common stock. As a result, Advent indirectly beneficially owns shares sufficient for majority votes over all matters requiring stockholder votes, including the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; amendments to our certificate of incorporation or our bylaws; and our winding up and dissolution.

This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of Advent may not always coincide with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of us. Also, Advent may seek to cause us to take courses of action that, in its judgment, could enhance its investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders. As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders.

As a controlled company, we are not subject to all of the corporate governance rules of NASDAQ.

We are currently considered a “controlled company” under the rules of NASDAQ. Controlled companies are exempt from the NASDAQ corporate governance rules requiring that listed companies have (i) a majority of their board of directors consist of “independent” directors under the listing standards of NASDAQ, (ii) a nominating/ corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting the NASDAQ requirements and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of NASDAQ. Although we are eligible to use some or all these exemptions, our Board is comprised of a majority of independent directors, our nominating and corporate governance committee and compensation committee consist entirely of independent directors and such committees will conduct annual performance evaluations. However, if we are to use some or all of these exemptions in the future, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

We do not anticipate paying any dividends on our common stock in the foreseeable future.

We do not currently intend to pay any dividends on our common stock, and our First Lien Credit Agreement limits our ability to pay dividends on our common stock. We may also enter into other credit agreements or other borrowing arrangements in the future that restrict or limit our ability to pay dividends on our common stock. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

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Our quarterly results of operations may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our quarterly results of operations may fluctuate due to seasonal or other factors. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year. In addition, if we increase our marketing or promotional activity in certain periods, the seasonality of our business may be amplified. In the future, results of operations may fall below the expectations of securities analysts and investors. In that event, the price of our common stock could be adversely impacted.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if our results of operations do not meet the expectations of the investor community, or one or more of the analysts who cover our company downgrade our stock, our stock price could decline.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders, and you may lose all or part of your investment.

Shares of our common stock may experience significant volatility on NASDAQ. An active, liquid and orderly market for our common stock may not be developed or sustained, which could depress the trading price of our common stock or cause it to be highly volatile or subject to wide fluctuations. The market price of our common stock may fluctuate or may decline significantly in the future and you could lose all or part of your investment. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

● variations in our quarterly or annual results of operations;

● changes in our earnings estimates (if provided) or differences between our actual results of operations and those expected by investors and analysts;

● the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock;

● additions or departures of key management personnel;

● any increased indebtedness we may incur in the future;

● announcements by us or others and developments affecting us;

● actions by institutional stockholders;

● litigation and governmental investigations;

● legislative or regulatory changes;

● judicial pronouncements interpreting laws and regulations;

● changes in government programs;

● changes in market valuations of similar companies;

● speculation or reports by the press or investment community with respect to us or our industry in general;

● announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; and

● general market, political and economic conditions, including local conditions in the markets in which we operate.

These broad market and industry factors may decrease the market price of our common stock, regardless of our actual financial performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including recently. In addition, in the past, following periods of volatility in the overall market and decreases

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in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

As of November 5, 2021, we have 100,892,547 shares of common stock outstanding. Of our issued and outstanding shares, all 26,834,100 shares of common stock sold in our initial public offering are freely transferable, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and any shares purchased by our directors, officers or vice presidents in our reserved share program in connection with our IPO. As of November 5, 2021, approximately 63% of our outstanding common stock is indirectly beneficially owned by Advent, and can be resold into the public markets in the future in accordance with the requirements of the Securities Act.

We and our officers, directors and holders of substantially all of our outstanding capital stock and other securities have agreed, subject to specified exceptions, not to directly or indirectly:

● offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any shares of our common stock or any securities convertible into or exercisable or exchangeable for any shares of our common stock;

● enter into any swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any such other securities; or

● publicly disclose an intention to do any of the foregoing

for a period of 180 days after September 22, 2021 without the prior written consent of the representatives of the underwriters in our IPO.

This restriction terminates after the close of trading of the common stock on and including the 180th day after September 22, 2021. The representatives of the underwriters may, in their sole discretion and at any time or from time to time before the termination of the 180-day period, release all or any portion of the securities subject to lock-up agreements.

The market price of our common stock may decline significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

The future issuance of additional common stock in connection with any equity plans, acquisitions or otherwise will dilute all other stockholdings.

As of November 5, 2021, we have an aggregate of 389,359,876 shares of common stock authorized but unissued and not reserved for issuance under our equity incentive plan or outstanding warrant. We may issue all these shares of common stock without any action or approval by our stockholders, subject to certain exceptions. The issuance of any common stock in connection with any equity incentive plan or otherwise would dilute the percentage ownership held by current investors.

Risks Related to Our Company and Organizational Structure

The interests of Advent may conflict with our interests or the interests of the holders of our common stock in the future.

Advent engages in a range of investing activities, including investments in consumer products companies and other consumer-related companies in particular. In the ordinary course of its business activities, Advent may engage in activities

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where its interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation contains provisions renouncing any interest or expectancy held by our directors affiliated with Advent in certain corporate opportunities. Accordingly, the interests of Advent may supersede ours, causing them or their affiliates to compete against us or to pursue opportunities instead of us, for which we have no recourse. Such actions on the part of Advent and inaction on our part could have a material adverse effect on our business, financial condition and results of operations. In addition, Advent may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment in us, even though such transactions might involve risks to you, such as debt- financed acquisitions.

With certain exceptions, Advent and its affiliates, including certain of our directors who are affiliated with Advent, will not have any obligation to present business opportunities to us and may compete with us.

Our amended and restated certificate of incorporation provides that Advent and its affiliates, including certain of our directors who are affiliated with Advent, do not have any obligation to offer us an opportunity to participate in business opportunities presented to them even if the opportunity is one that we might reasonably have pursued (and therefore may be free to compete with us in the same business or similar businesses) and that, to the extent permitted by law, such directors, Advent and its affiliates, will not be liable to us or our stockholders for breach of any duty by reason of any such activities.

As a result, Advent and its affiliates, including certain of our directors who are affiliated with Advent, will not be prohibited from investing in competing businesses or doing business with our customers. Therefore, we may be in competition with Advent or certain of our directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose certain corporate opportunities or suffer competitive harm, which could have a material adverse effect on our business, financial condition and results of operations.

We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations and to pay dividends, if any.

We are a holding company with no material direct operations. Our principal assets are the equity interests we hold in our operating subsidiaries which own our operating assets. As a result, we are dependent on loans, dividends and other payments from our operating subsidiaries to generate the funds necessary to meet our financial obligations and to pay dividends, if any, on our common stock. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends, including by the restrictions contained in our First Lien Credit Agreement, or otherwise making funds available to us under certain conditions. Although we do not expect to pay dividends on our common stock for the foreseeable future, if we are unable to obtain funds from our subsidiaries, we may be unable to pay dividends.

As a public company, we have incurred and will continue to incur significant costs to comply with the laws and regulations affecting public companies, which could harm our business and results of operations.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the listing requirements of NASDAQ, and other applicable securities rules and regulations. These rules and regulations have increased and will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time-consuming and costly, particularly after we cease to be an emerging growth company as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. For example, these rules and regulations could make it more difficult and more costly for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board or our board committees or as executive officers. Our management and other personnel will devote a substantial amount of time to these compliance initiatives. As a result, management’s attention may be diverted from other

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business concerns, which could harm our business, financial condition and results of operations. We have hired and will need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.

Our management team and other personnel devote a substantial amount of time to new compliance initiatives, and we may not successfully or efficiently manage our transition to a public company. To comply with the requirements of being a public company, including the Sarbanes-Oxley Act, we have undertaken and will continue to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff or outsourcing certain functions to third parties, which could have a material adverse effect on our business, financial condition and results of operations.

Our current resources may not be sufficient to fulfill our public company obligations.

We are subject to various regulatory requirements, including those of the SEC and NASDAQ. These requirements include record keeping, financial reporting and corporate governance rules and regulations. Historically, our management team has not had the resources typically found in a public company. Our internal infrastructure may not be adequate to support our increased reporting obligations and we may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionals to overcome our lack of experience or employees. If our internal infrastructure is inadequate, we are unable to engage outside consultants at a reasonable rate or attract talented employees to perform these functions or are otherwise unable to fulfill our public company obligations, it could have a material adverse effect on our business, financial condition and results of operations.

For as long as we are an emerging growth company, we are not required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of stockholder approval of any golden parachute payments not previously approved. We may take advantage of some of these exemptions. If we do, we do not know if some investors will find our common stock less attractive as a result. The result may be a less- active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We could remain an emerging growth company for up to five years or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (b) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in non-convertible debt securities in the preceding three-year period.

Delaware law and our organizational documents, as well as our existing and future debt agreements, may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders.

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In addition, provisions of our amended and restated certificate of incorporation and amended and restated bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board. Among other things, these provisions:

● provide for a classified Board with staggered three-year terms until the first annual meeting of stockholders following the earlier of (i) the fifth anniversary of our IPO and (ii) a fiscal year end at which Advent and its affiliates hold less than 50% of the voting power of our common stock necessary to elect our directors (the “Sunset”) (with the directors whose terms expire at such annual meeting and any subsequent annual meeting being elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until such director’s successor shall have been elected and qualified), which classified Board will prevent a third party who acquires control of a majority of our outstanding voting stock from obtaining control of our Board until the second annual stockholders meeting following the date the acquiror obtains the controlling interest;

● do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

● delegate the sole power of a majority of the Board to fix the number of directors;

● provide the power of our Board to fill any vacancy on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

● authorize the issuance of preferred stock without any need for action by stockholders;

● do not permit stockholders to call special meetings of stockholders; and

● establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.

In addition, our First Lien Credit Agreement imposes, and we anticipate that documents governing our future indebtedness may impose, limitations on our ability to enter into change of control transactions. The occurrence of a change of control transaction could constitute an event of default thereunder permitting acceleration of the indebtedness, thereby impeding our ability to enter into certain transactions.

The foregoing factors, as well as the significant common stock ownership by Advent, could impede a merger, takeover or other business combination, or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, could reduce the market value of our common stock.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our amended and restated certificate of incorporation and bylaws provide that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. Pursuant to our amended and restated certificate of incorporation, our directors will not be liable to us or any stockholders for monetary damages for any breach of fiduciary duty, except (i) for acts that breach his or her duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) pursuant to Section 174 of the Delaware General Corporate Law (the “DGCL”), which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. The bylaws also require us, if so requested, to advance expenses that such director or officer incurred in defending or investigating a threatened or pending action, suit or proceeding, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and the federal district courts of the United States of America as the sole and exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

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Our amended and restated certificate of incorporation provides that, subject to certain exceptions, unless we consent in writing in advance to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty or other wrongdoing by any current or former director, officer, employee, agent or stockholder to us or our stockholders, (iii) action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware. For the avoidance of doubt, our amended and restated certificate of incorporation also provides that the foregoing exclusive forum provision will not apply to actions brought to enforce any liability or duty created by the Securities Act or the Exchange Act, or any other claim or cause of action for which the federal courts have exclusive jurisdiction.

Our amended and restated certificate of incorporation also provides that, unless we consent in writing to an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act or the rules and regulations promulgated thereunder. Pursuant to the Exchange Act, claims arising thereunder must be brought in federal district courts of the United States of America.

This choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring an action in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to assert the validity and enforceability of our exclusive forum provisions, which may require significant additional costs associated with resolving such action in other jurisdictions, and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision in amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

Our ability to issue preferred stock may deter takeover attempts.

Our Board is empowered to issue, without stockholder approval, preferred stock with dividends, liquidation, conversion, voting or other rights, which could decrease the amount of earnings and assets available for distribution to holders of our common stock and adversely affect the relative voting power or other rights of the holders of our common stock. In the event of issuance, the preferred stock could be used as a method of discouraging, delaying or preventing a change in control. Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our Board. Although we have no present intention to issue any shares of our preferred stock, we may do so in the future under appropriate circumstances.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds

On September 27, 2021, we closed our IPO of our common stock in which we sold 23,334,000 shares of common stock, $0.001 par value per share. Subsequent to the IPO, the underwriters exercised their option to purchase an additional 3,500,100 shares of common stock, and our sale of such additional shares closed on October 5, 2021. The shares sold in the IPO and shares issued pursuant to the underwriters’ option to purchase additional shares were registered under the Securities Act pursuant to our Registration Statement on Form S-1 (File No. 333-259110) which was declared effective by the SEC on September 22, 2021. Our shares of common stock were sold at an offering price

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of $12.00 per share, and we received net proceeds from the IPO of approximately $263.2 million, net of $16.8 million in underwriting discounts and commissions. The sale of additional shares to the underwriters pursuant to the underwriters’ option to purchase additional shares resulted in net proceeds of approximately $39.5 million, net of $2.5 million in underwriting discounts and commissions. We estimate that we incurred offering expenses of approximately $8.0 million. We used the net proceeds of the IPO and the sale of additional shares to the underwriters (net of underwriting discounts and commissions and offering expenses) to pay the full outstanding principal balance on the Initial Second Lien Loans of $200.0 million plus accrued interest of approximately $2.9 million, and to prepay $59.7 million and $39.5 million, respectively, of the outstanding principal balance under the Initial First Lien Term Loans, plus total accrued interest of approximately $0.9 million.

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC acted as joint lead book-running managers for the offering and as representatives of the underwriters. BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Barclays Capital Inc., UBS Securities LLC, Cowen and Company, LLC, Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated and William Blair, L.L.C. also acted as book-running managers and Telsey Advisory Group LLC, Drexel Hamilton, LLC and Loop Capital Markets LLC acted as co-managers for the offering. No payments were made by us to directors, officers, or persons owning 10% or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to certain of our directors and the chairs of our committees for their service on our Board and committees of the Board.

Dividend Restrictions

Our First Lien Credit Agreement contains restrictive covenants including, with specified exceptions, limitations on our ability to take certain actions, including our ability to pay dividends on our common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

On November 4, 2021, the Company and the Limited Partnership, which is controlled by Advent (which beneficially owns more than 60% of the Company’s common stock), modified the vesting terms of certain Restricted Stock Agreements dated September 22, 2021 among the Company, the Limited Partnership and the holders of such restricted stock.  Each of the Company’s named executive officers is a holder of restricted stock and a party to a Restricted Stock Agreement affected by such modification.

The Limited Partnership previously awarded incentive units of the Limited Partnership as equity-based compensation (the “Incentive Units”). The Incentive Units include: (i) service-based Incentive Units that vest at a rate of 6.25% quarterly, subject to continued employment through the vesting date except for our Chief Executive Officer (the “Time-Based Incentive Units”), and (ii) performance-based Incentive Units that vest, subject to continued employment through the vesting date except for our Chief Executive Officer, upon Advent’s receipt or deemed receipt of aggregate cash amounts (including marketable securities, as such term is defined in the Incentive Unit award agreements) representing at least a multiple on Advent’s invested capital (“MOIC”) of 2.0 MOIC, 2.5 MOIC, 3.0 MOIC and 4.0 MOIC, as applicable, with linear interpolation between MOIC achievement levels (the “Performance-Based Incentive Units”).  

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In connection with the Company’s initial public offering, the Limited Partnership distributed its shares of the Company’s common stock to its limited partners in accordance with the applicable terms of its partnership agreement. As a result of the distribution, holders of unvested Time-Based Incentive Units and Performance-Based Incentive Units received shares of restricted common stock of the Company pursuant to a Restricted Stock Agreement. The vesting of the restricted stock under the Restricted Stock Agreements, as in effect prior to the modification, tracks the vesting of the Incentive Unit with respect to which such restricted stock was distributed. Any shares of such restricted stock that do not vest will be forfeited back to the Limited Partnership.

Upon reviewing the vesting applicable to the restricted stock pursuant to the Restricted Stock Agreements, the Board and the Limited Partnership determined that the number of shares subject to performance-based vesting was over-weighted as compared to the number of shares subject to time-based vesting, which could fail to provide key near-term retention incentives.  Accordingly, the Board and the Limited Partnership approved modifications to certain of the Restricted Stock Agreements. The modification affecting the Restricted Stock Agreements with the Company’s affected directors and executive officers provide that a portion of the shares that would have vested based upon a 4.0 MOIC (including any related linear interpolation, the “Original Vesting Criteria”) instead vest (x) 50% upon the last day of fiscal 2022 and 50% upon the last day of fiscal 2023 or (y) upon achievement of the Original Vesting Criteria, if earlier.

In determining the number of shares of restricted stock subject to the new vesting criteria, the Board and the Limited Partnership considered original targeted values to be conveyed to management as well as the impact of the equity incentive awards made in connection with the IPO. The number of shares of restricted stock held by our named executive officers that previously would have vested upon the Original Vesting Criteria that can now vest as set forth above are as follows:

● Todd R. Lachman, President and Chief Executive Officer:  155,585 shares

● Christopher W. Hall, Chief Financial Officer:  8,150 shares

● Richard P. Greenberg, Chief Commercial Officer:  32,237 shares

The change in vesting has no impact on the Company’s current or future dilution because shares of restricted stock that do not vest are not cancelled but instead remain outstanding and are forfeited back to the Limited Partnership.

The foregoing description of the modification of Restricted Stock Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Modifications of Vesting Terms of Restricted Stock Agreements filed as Exhibits 10.25 through 10.29.

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Item 6. Exhibits

Exhibit
No.	Document
3.1	Amended and Restated Certificate of Incorporation of Sovos Brands, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 27, 2021).
3.2	Amended and Restated Bylaws of Sovos Brands, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on September 27, 2021).
4.1	Form of Certificate of Common Stock of Sovos Brands, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 filed on August 27, 2021).
*4.2	Registration Rights Agreement dated as of September 23, 2021, by and among Sovos Brands, Inc. and the other parties thereto.
10.1	First Lien Credit Agreement, dated as of June 8, 2021, by and among Sovos Brands Intermediate, Inc., Sovos Brands Holdings, Inc., the financial institutions party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 filed on August 27, 2021).
10.2	Second Lien Credit Agreement, dated as of June 8, 2021, by and among Sovos Brands Intermediate, Inc., Sovos Brands Holdings, Inc., the financial institutions party thereto and Owl Rock Capital Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed on August 27, 2021).
†10.3	Employment Agreement, dated as of January 14, 2017, between Grand Prix Intermediate, Inc. and Todd R. Lachman (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed on August 27, 2021).
†10.4	Amendment to the Employment Agreement, dated as of September 1, 2021, between Sovos Brands Intermediate, Inc. and Todd R. Lachman (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1/A filed on September 9, 2021).
†10.5	Sovos Brands Richard Greenberg Employment Term Sheet (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 filed on August 27, 2021).
†10.6	Sovos Brands Limited Partnership 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 filed on August 27, 2021).
†10.7	Amendment No. 1 to Sovos Brands Limited Partnership 2017 Equity Incentive Plan, dated as of February 10, 2021 (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1 filed on August 27, 2021).
†10.8	Sovos Brands, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Form S-1/A filed on September 9, 2021).
†10.9	Sovos Brands, Inc. 2021 Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form S-1 filed on August 27, 2021).
†10.10	Sovos Brands, Inc. Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Form S-1 filed on August 27, 2021).
†10.11	Incentive Unit Grant Agreement, dated as of June 7, 2017, between Sovos Brands Limited Partnership and Todd R. Lachman (incorporated by reference to Exhibit 10.11 to the Company’s Form S-1 filed on August 27, 2021).
†10.12	Incentive Unit Grant Agreement, dated as of August 29, 2017, between Sovos Brands Limited Partnership and Todd R. Lachman (incorporated by reference to Exhibit 10.12 to the Company’s Form S-1 filed on August 27, 2021).

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†10.13	Incentive Unit Grant Agreement, dated as of May 1, 2019 between Sovos Brands Limited Partnership and Todd R. Lachman (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1 filed on August 27, 2021).
†10.14	Incentive Unit Grant Agreement, dated as of June 26, 2017 between Sovos Brands Limited Partnership and Richard Greenberg (incorporated by reference to Exhibit 10.14 to the Company’s Form S-1/A filed on September 9, 2021).
†10.15	Incentive Unit Grant Agreement, dated as of August 23, 2017 between Sovos Brands Limited Partnership and Richard Greenberg (incorporated by reference to Exhibit 10.15 to the Company’s Form S-1/A filed on September 9, 2021).
†10.16	Incentive Unit Grant Agreement, dated as of May 1, 2019 between Sovos Brands Limited Partnership and Richard Greenberg (incorporated by reference to Exhibit 10.16 to the Company’s Form S-1/A filed on September 9, 2021).
†10.17	Incentive Unit Grant Agreement, dated as of November 14, 2019 between Sovos Brands Limited Partnership and Chris Hall (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1/A filed on September 9, 2021).
†10.18	Form of Amendment to the Incentive Unit Grant Agreement between Sovos Brands Limited Partnership and certain of its officers and directors (incorporated by reference to Exhibit 10.18 to the Company’s Form S-1/A filed on September 9, 2021).
†10.19	Form of Restricted Stock Agreement between Sovos Brands, Inc. and certain of its officers and directors (incorporated by reference to Exhibit 10.19 to the Company’s Form S-1/A filed on September 9, 2021).
*†10.20	Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership, Todd R. Lachman, and Christine R. Lachman and The St. Louis Trust Company, as trustees of the Todd Lachman 2021 Family Trust.
*†10.21	Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Richard P. Greenberg.
*†10.22	Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Christopher W. Hall.
*†10.23	Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and William R. Johnson.
*†10.24	Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Daniel L. Poland.
*†10.25	Form of Notice of Modification of Vesting Terms of Restricted Stock Agreement among Sovos Brands, Inc., Sovos Brands Limited Partnership and certain of its officers and directors.
*†10.26	Notice of Modification of Vesting Terms of Restricted Stock Agreement, dated as of September 22, 2021, among Sovos Brands, Inc., Sovos Brands Limited Partnership, Todd R. Lachman, and Christine R. Lachman and The St. Louis Trust Company, as trustees of the Todd Lachman 2021 Family Trust.
*†10.27	Notice of Modification of Vesting Terms of Restricted Stock Agreement, dated as of September 22, 2021, among Sovos Brands, Inc., Sovos Brands Limited Partnership and Richard P. Greenberg.
*†10.28	Notice of Modification of Vesting Terms of Restricted Stock Agreement, dated as of September 22, 2021, among Sovos Brands, Inc., Sovos Brands Limited Partnership and Christopher W. Hall.
*†10.29	Notice of Modification of Vesting Terms of Restricted Stock Agreement, dated as of September 22, 2021, among Sovos Brands, Inc., Sovos Brands Limited Partnership and William R. Johnson.
*†10.30	Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement.

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†10.31	Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Form S-1/A filed on September 9, 2021).
†10.32	Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement (IPO Grants) (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1/A filed on September 9, 2021).
†10.33	Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement (IPO Grants) (incorporated by reference to Exhibit 10.23 to the Company’s Form S-1/A filed on September 9, 2021).
†10.34	Form of Executive Officer and Director Indemnification Agreement for Sovos Brands, Inc. (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1 filed on August 27, 2021).
21.1	List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Form S-1 filed on August 27, 2021).
*31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
*31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
*32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act.
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
	*   Filed herewith. † Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Sovos Brands, Inc.
	By:	/s/ Christopher W. Hall
Date:  November 9, 2021	Name:	Christopher W. Hall
	Title:	Chief Financial Officer
		(Principal Financial Officer and Authorized Officer)

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EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

by and among

Sovos Brands, Inc.

and

the other parties hereto

September 23, 2021

TABLE OF CONTENTS

Section 1.Certain Definitions‌1

Section 2.Registration Rights‌5

2.1.Demand Registrations.‌5

2.2.Piggyback Registrations.‌9

2.3.Holdback Agreements.‌10

2.4.Registration Procedures‌11

2.5.Registration Expenses.‌16

2.6.No Required Sale‌16

2.7.Indemnification‌16

2.8.Participation in Underwritten Registrations‌19

2.9.No Inconsistent Agreements‌19

2.10.Adjustments Affecting Registrable Securities‌20

Section 3.General‌20

3.1.Rule 144 and Rule 144A‌20

3.2.Nominees for Beneficial Owners‌20

3.3.Amendments and Waivers‌20

3.4.Notices‌21

3.5.Successors and Assigns‌21

3.6.Entire Agreement‌22

3.7.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial‌22

3.8.Interpretation; Construction‌23

3.9.Counterparts.‌23

3.10.Severability‌23

3.11.Remedies‌23

3.12.Further Assurances‌23

3.13.Confidentiality‌23

3.14.Termination and Effect of Termination‌24

Exhibit A - Joinder

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of September 23, 2021, by and among (i) Sovos Brands, Inc., a Delaware corporation (the “Company”), and (ii) each of the Persons listed on the signature pages hereto (each a “Holder”, and collectively the “Holders”).

W I T N E S S E T H:

WHEREAS, the Holders own Registrable Securities;

WHEREAS, as of the date hereof, payment has been made by certain underwriters for the initial public offering of shares of Common Stock (“IPO”); and

WHEREAS, in connection with the IPO, the parties desire to set forth certain registration rights applicable to the Registrable Securities.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.Certain Definitions.  As used herein, the following terms shall have the following meanings:

“Affiliate” means withrespectto any Person, any other Person directly or indirectlycontrollingorcontrolledbyor under direct or indirect commoncontrol with such specifiedPerson,where“control” means thepossession,directlyorindirectly,ofthepowertodirectthemanagementand policies of a Person whetherthrough the ownership of voting securities,contract or otherwise.  For the avoidance ofdoubt,neitherthe Company noranyPersoncontrolled by the Company shall be deemed to be an Affiliate ofany Holder.

“Agreement” means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof.

“Beneficial Ownership” shall mean, with respect to a specified Person, the ownership of securities as determined in accordance with Rule 13d-3 of the Exchange Act, as such Rule is in effect from time to time. The terms “Beneficially Own” and “Beneficial Owner” shall have a correlative meaning.

“Block Trade” means an offering and/or sale of Registrable Securities by one or more of the Holders on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Business Day” shall mean a day other than a Saturday, Sunday, or federal holiday or other day on which commercial banks in the City of New York are authorized or required by law or other governmental action to close.

“Claims” has the meaning ascribed to such term in Section 2.7(a).

“Common Stock” shall mean the shares of Common Stock, $0.001 par value per share, of the Company, and any andall securities of any kind whatsoever which may be issued after the date hereof in respect of, orinexchangefor,such shares of commonstockoftheCompany pursuant to a merger, consolidation, stocksplit,stock dividend or recapitalization ofthe Company or otherwise.

“Common Stock Equivalents” means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) shares of capital stock or other equity securities of such Person (including, without limitation, any note or debt security convertible into or exchangeable for shares of capital stock or other equity securities of such Person).  

“Demand Exercise Notice” has the meaning ascribed to such term in Section 2.1(a).

“Demand Registration” has the meaning ascribed to such term in Section 2.1(a).

“Demand Registration Request” has the meaning ascribed to such term in Section 2.1(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect.

“Expenses” means any and all fees and expenses incident to the Company’s performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA, and all other registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the Nasdaq Global Select Market or on any other securities market on which the Common Stock is listed or quoted, (ii) fees and expenses of compliance with state securities or “blue sky” laws of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation of a “blue sky” survey, including, without limitation, reasonable fees and expenses of outside “blue sky” counsel and securities counsel in foreign jurisdictions, (iii) word processing, printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration or underwritten offering, the reasonable fees and disbursements of one counsel for the Participating Holder(s) (selected by the Majority Participating Holders), (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company, (ix) fees and expenses payable to any Qualified Independent Underwriter, (x) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities, including reasonable fees and expenses of counsel for the underwriters in connection with any filing with or review by FINRA (excluding, for the avoidance of doubt, any underwriting discount, commissions, or spread), (xi) fees and expenses of any transfer agent or custodian and (xii) expenses for securities law liability insurance and any rating agency fees.

“Family Member” means, with respect to any Person who is an individual, any spouse, parent, siblings or lineal descendants of such Person (including adoptive relationships) and any trust or other estate planning vehicle over which such Person has Control established for the benefit

of such Person and/or such Person’s spouse and/or such Person’s descendants (by birth or adoption), parents, siblings or dependents.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Holder(s)” means (1) any Person who is a signatory to this Agreement, or (2) any Permitted Transferee to whom any Person who is a signatory to this Agreement shall assign or transfer any rights hereunder; provided that in the case of clause (2), such Person or such transferee, as applicable, has executed and delivered to the Company a joinder agreement in the form of Exhibit A hereto, and has thereby agreed in writing to be bound by this Agreement in respect of such Registrable Securities.

“Incidental Registration Notice” has the meaning ascribed to such term in Section 2.2(a).  

“Initiating Holder(s)” has the meaning ascribed to such term in Section 2.1(a).

“IPO” has the meaning ascribed to such term in the Preamble.

“Law” means any law (including common law), statute, code, ordinance rule or regulation of any governmental entity.

“Litigation” means any action, proceeding or investigation in any court or before any governmental authority.

“Lock-Up Agreement” means any agreement entered into by a Holder that provides for restrictions on the transfer of Registrable Securities held by such Holder.

“Long Form Registrations” has the meaning ascribed to such term in Section 2.1(a).

“Majority Participating Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

“Market Standoff Period” has the meaning ascribed to such term in Section 2.3(a).

“Opt-Out Request” has the meaning ascribed to such term in Section 3.13(c).

“Participating Holders” means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

“Permitted Transferee” (a) in the case of a Holder who is an individual, (i) any executor, administrator or testamentary trustee of such Holder’s estate if such Holder dies, (ii) any Person receiving Registerable Securities of such Holder by will, intestacy laws or the laws of descent or survivorship, or (iii) any trustee of a trust (including an inter vivos trust) of which there are no principal beneficiaries other than such Holder or one or more Family Members of such Limited Partner over which such Limited Partner has Control and (b) in the case of a Holder that is not an individual, its Affiliates, its limited partners, and its limited liability company members.

“Person” means any individual, corporation (including not for profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, joint-stock company, unincorporated organization, governmental entity or agency or other entity of any kind or nature.

“Piggyback Registration” has the meaning ascribed to such term in Section 2.2(a).

“Policies” has the meaning ascribed to such term in Section 3.13(b).

“Qualified Independent Underwriter” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

“Registrable Securities” means (a) any shares of Common Stock held by the Holders at any time (including those held as a result of, or issuable upon, the conversion or exercise of Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (b) any shares of Common Stock issued or issuable, directly or indirectly, in exchange for or with respect to the Common Stock referenced in clause (a) above by way of stock dividend, stock split or combination of shares in connection with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization and (c) any securities issued in replacement of or exchange for any securities described in clause (a) or (b) above.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities are able to be immediately sold pursuant to Rule 144 without restrictions as to volume limitations and (C) such securities are otherwise transferred or sold, the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a legend and such securities may be resold without subsequent registration under the Securities Act.

“Rule 144” and “Rule 144A” have the meaning ascribed to such term in Section 3.1.

“SEC” means the Securities and Exchange Commission or such other federal agency which at such time administers the Securities Act.

“Section 3.13 Representatives” has the meaning ascribed to such term in Section 3.13(b).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect.

“Shelf Offering” has the meaning ascribed to such term in Section 2.1(c)(ii).

“Shelf Registration Statement” means a shelf registration statement filed under Rule 415 of the Securities Act.

“Short Form Registrations” has the meaning ascribed to such term in Section 2.1(a).

“Subsidiary” means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized or acquired after the date hereof.

“Sponsor Stockholders” means the entities set forth on Schedule I hereto and any of their respective Affiliates or any related fund entities or employees and any of their respective Permitted Transferees (in each case, who own, from time to time, Common Stock).

“Take-Down Notice” has the meaning ascribed to such term in Section 2.1(c)(ii).

Section 2.Registration Rights.

2.1.Demand Registrations.

(a)Demand Registrations Generally.  This Section 2.1 sets forth the terms pursuant to which a Sponsor Stockholder may request registration under the Securities Act of all or any portion of the Registrable Securities held by such Sponsor Stockholder on Form S-1 or any similar long form registration (“Long Form Registration”), and on Form S-3 or any similar short form registration (“Short Form Registration”), if available. All registrations requested pursuant to this Section 2.1 are referred to herein as “Demand Registrations.”  If the Company shall receive from (i) a Sponsor Stockholder at any time after the closing of the IPO or (ii) any other Holder or group of Holders holding Registrable Securities at any time beginning on the first (1st) anniversary of the closing of the IPO, a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,”) and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within ten (10) Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and, subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a Shelf Registration Statement thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered.

(b)Long Form Registrations.  At any time that the Company is not legally eligible to file a registration statement with the SEC on Form S-3 or any similar short form registration statement, each Sponsor Stockholder or a group of Sponsor Stockholders shall be entitled to request an unlimited amount of Long Form Registrations subject to Section 2.1(e), the Company shall effect such Long Form Registrations pursuant to Section 2.4 and the Company shall pay all Expenses in connection with such Long Form Registrations.

(c)Short Form Registrations.

(i)In addition to the Long Form Registrations provided pursuant to Section 2.1(b), each Sponsor Stockholder or a group of Sponsor Stockholders shall be entitled to request an unlimited number of Short Form Registrations, the Company shall effect such Short Form Registrations pursuant to Section 2.4 and the Company shall pay all Expenses in connection with any such Short Form Registration that covers Registrable Securities with a value of at least $5,000,000.  The Company shall use its best efforts to make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are

available for the sale of Registerable Securities, each Sponsor Stockholder may only request registration on Form S-3.

(ii)At any time that any Short Form Registration is effective, if any Holder or group of Holders holding Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of its Registrable Securities included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within 2 Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(d).

(iii) Notwithstanding the foregoing, if any Sponsor Stockholder wishes to engage in a Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Holders that did not initiate the Block Trade. The Holders must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate such Block Trade (which may close as early as two (2) Business Days after the date it commences), provided, that in the case of such Block Trade, only Sponsor Stockholders shall have a right to notice and to participate, and provided, further, that the Sponsor Stockholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Block Trade. For the avoidance of doubt, Holders other than the Sponsor Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Block Trade.

(d)Demand Registration Priority.  The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Participating Holders included in such registration.  If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in

their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders to be included in such registration therein, without adversely affecting the marketability of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities (i) first, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, any other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder. Without the consent of the Company and the Majority Participating Holders included in such registration, any Persons other than Holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Expenses as provided in Section 2.5 hereof.

(e)Restrictions on Demand Registrations.  The Company shall not be obligated to effect any Demand Registration (i) within thirty (30) days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90 day period or (B) for periods exceeding, in the

aggregate, 90 days in any 12 month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Long Form Registration or a previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 2.2 and in which at least 75% of the number of Registrable Securities requested to be included by the Holders were included in such registration. In the event the Company gives written notice of a Valid Business Reason, the Holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not be treated as one of the permitted Demand Registrations hereunder and the Company shall pay all Expenses in connection with such registration.  Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period.

If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(c).  

(f)Selection of Underwriters.  The Initiating Holder(s) shall have the right to select the investment banker(s), manager(s) and legal counsel to administer the offering.

(g)Other Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders that hold or Beneficially Own more than 50% of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights

the terms of which are more favorable taken as a whole than the registration rights granted to the Holders hereunder unless the Company shall also give such rights to such Holders.

2.2.Piggyback Registrations.

(a)Piggyback Rights.  If the Company at any time proposes to file a registration statement with respect to any offering of its securities for its own account or for the account of any Person who holds its securities (other than (i) a registration on Form S-4 or S-8 or any successor form to such forms, (ii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, (iii) a registration of non-convertible debt securities, or (iv) any Demand Registration made pursuant to Section 2.1(a) or Section 2.1(b) herein) (a “Piggyback Registration”) then, as expeditiously as reasonably possible (but in no event less than ten (10) days following the date of filing such registration statement), the Company shall give written notice (the “Incidental Registration Notice”) of such proposed filing to all Holders of Registrable Securities, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as each such Holder may request in writing.  Subject to Section 2.2(c) and Section 2.2(d), the Company shall include in such registration statement all such Registrable Securities which are requested to be included therein within fifteen (15) days after the Incidental Registration Notice is given to such Holders.

(b)Priority on Primary Registrations.  If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include, after including all of the primary securities the Company desires to include in such registration, (i) first, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder.

(c)Priority on Secondary Registrations.  If a Piggyback Registration is an underwritten secondary registration on behalf of Holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the consent of the Majority Participating Holders to be included in such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the Holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the Holders of such securities and such Registrable Securities on the basis of the number of shares requested to be included therein by each such Holder, and (ii) second, other securities with respect to which the Company has granted registration rights in accordance with Section 2.1(g) hereof requested to be

included in such registration, pro rata among the respective Holders thereof on the basis of the amount of such securities requested to be included therein by each such Holder.

(d)Selection of Underwriters.  If any Piggyback Registration is an underwritten secondary offering on behalf of the Holders of the Company’s securities, the selection of investment banker(s) and manager(s) for the offering must be approved in writing by the Sponsor Stockholders.

(e)Other Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 2.1 or pursuant to this Section 2.2, and if such previous registration has not been withdrawn or abandoned or all shares offered thereunder have been sold, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any Holder or Holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

2.3.Holdback Agreements.

(a)Each Holder agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, enter into a transaction which would have the same effect or would otherwise effect a public sale or distribution (including sales pursuant to Rule 144), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the period beginning seven days before and ending 90 days after the effective date of any underwritten public offering of any equity securities of the Company (including Demand and Piggyback Registrations) (or such longer or shorter period (but not ending later than 180 days after effectiveness) as may be requested in writing by the managing underwriter and agreed to in writing by the Company) (the “Market Standoff Period”), except as part of such underwritten registration if otherwise permitted, unless the underwriters managing the underwritten public offering otherwise agree and such agreement permits all Holders of Registrable Securities to sell such securities on a pro rata basis. In addition, each Holder of Registrable Securities agrees to execute any further letters, agreements and/or other documents reasonably requested by the Company or its underwriters which are consistent with the terms of this Section 2.3(a). The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

(b)The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such equity securities, during the period beginning seven days before and ending 180 days after the effective date of any underwritten public offering of the Company’s equity securities (including Demand and Piggyback Registrations) (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form), unless the underwriters managing the

registered public offering otherwise agree, and (ii) shall cause each Holder of its equity securities, or any securities convertible into or exchangeable or exercisable for equity securities, purchased or otherwise acquired from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during any such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree and such agreement permits all Holders of Registrable Securities to sell such securities on a pro rata basis.

2.4.Registration Procedures.  If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall use its reasonable best efforts to effect the registration and the widely disseminated sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall, as expeditiously as possible:

(a)prepare and file with the SEC and FINRA all filings required for the consummation of the offering, including preparing and filing with the SEC a registration statement on than appropriate form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected by the Company and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective from the date such registration statement is declared effective until the earliest to occur (A) the first date as of which all of the Registrable Securities included in the registration statement have been sold or (B) a period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a Shelf Registration Statement and a period of three years in the case of a Shelf Registration Statement (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Majority Participating Holders covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);

(b)notify each Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and such free writing prospectuses and Exchange Act reports as may be necessary to keep such registration statement continuously effective for the period set forth in Section 2.4(a) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (and, in connection with any Shelf Registration Statement, file one or more prospectus supplements pursuant to Rule 424 under the Securities Act covering Registrable Securities upon the request of one or more Holders wishing to offer or sell Registrable Securities whether in an underwritten offering or otherwise);

(c)furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d)use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e)promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f)promptly notify each Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading;

(g)cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA;

(h)cause its senior management, officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation of the registration statement and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions, due diligence sessions and rating agency presentations) taking into account the Company’s reasonable business needs;

(i)provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(j)enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Majority Participating Holders being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(k)in any transaction involving the use of an underwriter or underwriters, use its reasonable best efforts (i) to obtain an opinion from the Company’s counsel, including local and/or regulatory counsel, and a comfort letter and updates thereof from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and comfort letters (including, in the case of such comfort letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinion and letter shall be dated the dates such opinions and comfort letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and (ii) furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such underwriter;

(l)make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(m)deliver promptly to counsel for each Participating Holder and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as the Company may

reasonably request, make reasonably available for inspection by counsel for each Participating Holder, by counsel for any underwriter, participating in any disposition to be effected pursuant to such registration statement and by any accountant or other agent retained by any Participating Holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such counsel for a Participating Holder, counsel for an underwriter, accountant or agent in connection with such registration statement;

(n)use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement, or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, in each case, as promptly as reasonably practicable;

(o)provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;

(p)use its best efforts to make available its senior management, employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in marketing the Registrable Securities in any underwritten offering;

(q)promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement), and prior to the filing of any free writing prospectus, provide copies of such document to counsel for each Participating Holder and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the Participating Holders prior to the filing thereof as counsel for the Participating Holders or underwriters may reasonably request;

(r)furnish to counsel for each Participating Holder and to each managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments or supplements thereto, including financial statements and schedules, all documents incorporated therein by reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus filed under Rule 424 under the Securities Act and all exhibits (including those incorporated by reference) and any free writing prospectus utilized in connection therewith;

(s)cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least two Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at least two Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;

(t)cooperate with any due diligence investigation by any manager, underwriter or Participating Holder and make available such documents and records of

(u)the Company and its Subsidiaries that they reasonably request (which, in the case of the Participating Holder, may be subject to the execution by the Participating Holder of a customary confidentiality agreement in a form which is reasonably satisfactory to the Company);

(v)take no direct or indirect action prohibited by Regulation M under the Exchange Act;

(w)use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security Holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(x)permit any Holder of Registrable Securities which Holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;

(y)in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any of the Company’s equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;

(z)use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(aa)obtain a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Majority Participating Holders reasonably request; provided, that such Registrable Securities constitute at least 10% of the securities covered by such registration statement; and

(bb)take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;

(cc)take all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(dd)in connection with any underwritten offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading.

2.5.Registration Expenses.  All Expenses incurred in connection with any registration, filing, qualification or compliance pursuant to Article 2 shall be borne by the Company, whether or not a registration statement becomes effective. All underwriting discounts and all selling commissions relating to securities registered by the Holders shall be borne by the holders or such securities pro rata in accordance with the number of shares sold in the offering by such Participating Holder.

2.6.No Required Sale.  Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement.

2.7.Indemnification.

(a)In the event of any registration and/or offering of any securities of the Company under the Securities Act pursuant to this Article 2, the Company will, and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, fiduciaries, trustees, employees, shareholders, members or general and limited partners (and the directors, officers, fiduciaries, employees, shareholders, members, beneficiaries or general and limited partners thereof), any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, “Claims”), insofar as such Claims arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary or final prospectus or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration,

and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such indemnified party in any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such registration statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary or final prospectus or free writing prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such seller.

(b)Each Participating Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.7) to the extent permitted by law the Company, its officers and directors, each Person controlling the Company within the meaning of the Securities Act, each underwriter (within the meaning of the Securities Act) of the Company’s securities covered by such a registration statement, any Person who controls such underwriter, and any other Holder selling securities in such registration statement and each of its directors, officers, partners or agents or any Person who controls such Holder with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such registration statement, any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such Participating Holder, specifically for use therein and reimburse such indemnified party for any legal or other expenses reasonably incurred in connection with investigating or defending any such Claim as such expenses are incurred; provided, however, that the aggregate amount which any such Participating Holder shall be required to pay pursuant to this Section 2.7(b) and 2.7(d) shall in no case be greater than the amount of the net proceeds actually received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such Claim. The Company and each Participating Holder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Participating Holders to the contrary, for all purposes of this Agreement, the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary or final prospectus or amendment or supplement thereto or any free writing prospectus are statements specifically relating to (a) the Beneficial Ownership of Common Stock by such Participating Holder and its Affiliates and (b) the name and address of such Participating Holder. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.

(c)Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.9, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.9, except to the extent the

indemnifying party is materially and actually prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Article 2. In case any action or proceeding is brought against an indemnified party, the indemnifying party shall be entitled to (x) participate in such action or proceeding and (y) unless, in the reasonable opinion of outside counsel to the indemnified party, a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume the defense thereof jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to such indemnified party. The indemnifying party shall promptly notify the indemnified party of its decision to assume the defense of such action or proceeding. If, and after, the indemnified party has received such notice from the indemnifying party, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action or proceeding other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 10 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party which are not available to the indemnifying party or which may conflict with those available to another indemnified party with respect to such Claim; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have made a conclusion described in clause (ii) or (iii) above) and the indemnifying party shall be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim), unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. The indemnity obligations contained in Sections 2.7(a) and 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnified party which consent shall not be unreasonably withheld.

(d)If for any reason the foregoing indemnity is held by a court of competent jurisdiction to be unavailable to an indemnified party under Section 2.7(a) or (b), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such Claim as well as any other relevant equitable considerations. The relative fault shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue

statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 2.7(d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.7(d). The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.7(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.7(d) to contribute any amount greater than the amount of the net proceeds actually received by such indemnifying party upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party pursuant to Section 2.7(b).

(e)The indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract (except as set forth in subsection (f) below) and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party and the completion of any offering of Registrable Securities in a registration statement.

(f)If a customary underwriting agreement shall be entered into in connection with any registration pursuant to Section 2.1 or 2.2 and certain indemnity, contribution and related provisions between the Company and the Participating Holder, the indemnity, contribution and related provisions set forth therein shall supersede the indemnification and contribution provisions set forth in this Section 2.7.

2.8.Participation in Underwritten Registrations.  No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder and such Holder’s intended method of distribution) or to undertake any indemnification obligations, or provide any information, to the Company or the underwriters with respect thereto, except as otherwise provided in Section 2.8 hereof.

2.9.No Inconsistent Agreements.  The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent with or violates the rights granted to the Holders in this Agreement.

2.10.Adjustments Affecting Registrable Securities.  The Company shall not take any action, or permit any change to occur, with respect to its securities which would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

Section 3.General

3.1.Rule 144 and Rule 144A.  If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A promulgated by the SEC under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

3.2.Nominees for Beneficial Owners.  If Registrable Securities are held by a nominee for the Beneficial Owner thereof the Beneficial Owner thereof may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders of Registrable Securities pursuant to this Agreement (or any determination of any number or percentage of shares constituting Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement), provided that the Company shall have received assurances reasonably satisfactory to it of such Beneficial Ownership.

3.3.Amendments and Waivers.  Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or any Holder unless such modification, amendment or waiver is approved in writing by (i) the Company and (ii) the Holders holding or Beneficially Owning more than 50% of the Registrable Securities then held by all Holders; provided that any amendment, modification, supplement or waiver of any of the provisions of this Agreement which disproportionately and materially adversely affects any Holder shall not be effective without the written approval of such Holder.  For purposes of the foregoing proviso, each Sponsor Stockholder shall be deemed to be disproportionately materially adversely affected if any material right specifically granted to any such Person herein (even if such right is granted to one or more other Sponsor Stockholder), is amended, modified, supplemented or waived.  No waiver of any of the provisions of this

Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar).  No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or of any other or future exercise of any such right, power or privilege.

3.4.Notices.  

(a)All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by e-mail, (iii) when received or rejected by the addressee if sent by registered or certified mail, postage prepaid, return receipt requested, or (iv) one Business Day following the day sent by reputable overnight courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

(i)if to the Company, to:

Sovos Brands, Inc.
1901 Fourth Street, Suite 200
Berkley, CA 94710
Attention: Isobel Jones
E-mail: ***@sovos.com

with a copy, which shall not constitute notice, to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Alexander D. Lynch and Ashley Butler
Email: alex.lynch@weil.com; ashley.butler@weil.com

(ii)if to the Holders, to the address indicated in the records of the Company.

(b)Whenever any notice is required to be given by law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

3.5.Successors and Assigns.  Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether so expressed or not.  This Agreement may not be assigned by the Company without the prior written consent of the Sponsor Stockholders.  Each Holder shall have the right to assign all or part of its or his rights and obligations under this Agreement only in accordance with transfers of Registrable Securities to such Holder’s Permitted Transferees.  Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as a reference to the assignee.  If any Holder shall acquire additional Registrable

Securities, such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement.

3.6.Entire Agreement.  This Agreement and the other documents referred to herein or delivered pursuant hereto which form part hereof constitute the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

3.7.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  

(a)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS EXECUTED AND PERFORMED ENTIRELY WITHIN SUCH STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

(b)Jurisdiction.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware and (ii) the United States District Court located in the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement.  Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in (I) the Court of Chancery of the State of Delaware or (II) the United States District Court located in the State of Delaware and waives any claim that such suit or proceeding has been brought in an inconvenient forum.  Each of the parties hereto agrees that a final and unappealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction within or outside the United States or in any other manner provided in law or in equity

(c)WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS 3.7.

3.8.Interpretation; Construction.

(a)The table of contents and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.  Where a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(b)The parties have participated jointly in negotiating and drafting this Agreement.  In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

3.9.Counterparts.  This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each of which shall be an original, but all of which together shall constitute one and the same agreement.

3.10.Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

3.11.Remedies.  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.  All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

3.12.Further Assurances.  Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

3.13.Confidentiality.  

(a)Each Holder acknowledges that the provisions of this Agreement that require communications by the Company or other Holders to such Holder may result in such Holder and

its Section 3.13 Representatives acquiring material non-public information (which may include, solely by way of illustration, the fact that an offering of the Company’s securities is pending or the number of Company securities or the identity of the selling Holders).

(b)Each Holder agrees that it will maintain the confidentiality of such material non-public information and, to the extent such Holder is not a natural person, such confidential treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to such Holder (“Policies”); provided that a Holder may deliver or disclose material non-public information to (i) its directors, officers, employees, agents, attorneys, affiliates and financial and other advisors, in each case, who reasonably need to know such information (collectively, the “Section 3.13 Representatives”), (ii) any federal or state regulatory authority having jurisdiction over such Holder, (iii) any Person if necessary to effect compliance with any law, rule, regulation or order applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in connection with any litigation to which such Holder is a party and such Holder is advised by counsel that such information reasonably needs to be disclosed in connection with such litigation; provided further, that in the case of clause (i), the recipients of such material non-public information are subject to the Policies or are directed to hold confidential the material non-public information in a manner substantially consistent with the terms of this Section 3.13.

(c)Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential sale or distribution to the public of Common Stock of the Company pursuant to an offering registered under the Securities Act, whether by the Company, by Holders and/or by any other Holders of the Company’s Common Stock), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

3.14.Termination and Effect of Termination.  This Agreement shall terminate with respect to each Holder when such Holder no longer holds any Registrable Securities and will terminate in full when no Holder holds any Registrable Securities, except for the provisions of Sections 2.9, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 2.9 shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

COMPANY:

Sovos Brands, Inc.

By: /s/ Todd R. Lachman​ ​​ ​

Name:Todd R. Lachman
Title:Chief Executive Officer

HOLDERS:

ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP

By: GPE VIII GP S.à r.l., its general partner

By: Advent International GPE VII, LLC, its/s/ Justin Nuccio​ ​​ ​

managerJustin Nuccio, manager

By: Advent International Corporation, its manager

By:/s/ James Westra​ ​​ ​

Name: James Westra

Title:Chief Legal Officer, General Counsel and Managing Partner

ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP

By: GPE VIII GP Limited Partnership,

General Partner

By: Advent International GPE VIII, LLC,

General Partner

By: Advent International Corporation,

Manager

By:/s/ James Westra​ ​​ ​

Name: James Westra

Title:Chief Legal Officer, General Counsel and Managing Partner

ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP

By: AP GPE VIII GP Limited Partnership,

General Partner

By: Advent International GPE VIII, LLC,

General Partner

By: Advent International Corporation,

Manager

By:/s/ James Westra​ ​​ ​

Name: James Westra

Title:Chief Legal Officer, General Counsel and Managing Partner

HOLDERS:

Noosa Holdco, L.P.

By: Noosa GP, Inc., its general partner

By: /s/ David Roberts​ ​​ ​​ ​

Name:David Roberts

Title:President and Secretary

HOLDERS:

TODD R. LACHMAN

By: /s/ Todd R. Lachman​ ​​ ​​ ​

Name:Todd R. Lachman

HOLDERS:

TODD R. LACHMAN 2021 FAMILY TRUST

By: /s/ Christine R. Lachman​ ​​ ​​ ​

Name:Christine R. Lachman

Title:Trustee

By: The St. Louis Trust Company, its Trustee

By: /s/ John Jennings​ ​​ ​​ ​​ ​

Name: John Jennings

Title: President

HOLDERS:

CHRISTOPHER W. HALL

By: /s/ Christopher W. Hall​ ​​ ​

Name:Christopher W. Hall

HOLDERS:

WENDY K. BEHR

By: /s/ Wendy K. Behr​ ​​ ​​ ​

Name:Wendy K. Behr

HOLDERS:

RISA CRETELLA

By: /s/ Risa Cretella​ ​​ ​​ ​

Name:Risa Cretella

HOLDERS:

RICHARD P. GREENBERG

By: /s/ Richard P. Greenberg​ ​​ ​​ ​

Name:Richard P. Greenberg

HOLDERS:

KATIE J. GVAZDINSKAS

By: /s/ Katie J. Gvazdinskas​ ​​ ​​ ​

Name:Katie J. Gvazdinskas

HOLDERS:

KIRK A. JENSEN

By: /s/ Kirk A. Jensen​ ​​ ​​ ​

Name:Kirk A. Jensen

HOLDERS:

ISOBEL A. JONES

By: /s/ Isobel A. Jones​ ​​ ​​ ​

Name:Isobel A. Jones

HOLDERS:

LISA Y. O’DRISCOLL

By: /s/ Lisa Y. O’Driscoll​ ​​ ​​ ​

Name:Lisa Y. O’Driscoll

HOLDERS:

JASON D. VIETH

By: /s/ Jason D. Vieth​ ​​ ​​ ​

Name:Jason D. Vieth

HOLDERS:

WILLIAM R. JOHNSON

By: /s/ William R. Johnson​ ​​ ​​ ​

Name:William R. Johnson

HOLDERS:

BATAK LLC

By: /s/ Robert Graves​ ​​ ​​ ​

Name:Robert Graves

Title:Member

HOLDERS:

DANIEL L. POLAND

By: /s/ Daniel L. Poland​ ​​ ​​ ​

Name:Daniel L. Poland

HOLDERS:

MICHAEL HAYES

By: /s/ Michael Hayes​ ​​ ​​ ​

Name:Michael Hayes

HOLDERS:

JOE SKLENAR

By: /s/ Joe Sklenar​ ​​ ​​ ​

Name:Joe Sklenar

HOLDERS:

PRISCILLA TUAN

By: /s/ Priscilla Tuan​ ​​ ​​ ​

Name:Priscilla Tuan

HOLDERS:

PAUL HILL

By: /s/ Paul Hill​ ​​ ​​ ​

Name:Paul Hill

Schedule I

SPONSOR STOCKHOLDERS

ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP

NOOSA HOLDCO, L.P.

EXHIBIT A

FORM OF
JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Joinder”) is made and entered into as of [●] by the undersigned (the “New Holder”) in accordance with the terms and conditions set forth in that certain Registration Rights Agreement by and among Sovos Brands, Inc., a Delaware corporation (including any successor, the “Company”), and the Holders party thereto, dated as of [●], 2021 (as the same may be amended, restated or otherwise modified from time to time, the “Registration Rights Agreement”), for the benefit of, and for reliance upon by, the Company and the Holders party thereto. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Registration Rights Agreement.

WHEREAS, the New Holder desires to exercise certain rights granted to it under the Registration Rights Agreement; and

WHEREAS, the execution and delivery to the Company of this Joinder by the New Holder is a condition precedent to the New Holder’s exercise of any of its rights under the Registration Rights Agreement.

NOW, THEREFORE, in consideration of the premises and covenants herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the New Holder hereby agrees as follows:

1.Joinder. By the execution and delivery of this Joinder, the New Holder hereby agrees to become, and to be deemed to be, and shall become and be deemed to be, for all purposes under the Registration Rights Agreement, a Holder, with the same force and effect as if the New Holder had been an original signatory thereto, and the New Holder agrees to be bound by all of the terms and conditions of, and to assume all of the obligations of, a Holder under, the Registration Rights Agreement. All of the terms, provisions, representations, warranties, covenants and agreements set forth in the Registration Rights Agreement with respect to a Holder are incorporated by reference herein and shall be legally binding upon, and inure to the benefit of, the New Holder.

2.Further Assurances. The New Holder agrees to perform any further acts and execute and deliver any additional documents and instruments that may be necessary or reasonably requested by the Company to carry out the provisions of this Joinder or the Registration Rights Agreement.

3.Binding Effect. This Joinder and the Registration Rights Agreement shall be binding upon, and shall inure to the benefit of, the New Holder and its successors and permitted assigns, subject to the terms and provisions of the Registration Rights Agreement. It shall not be necessary in connection with the New Holder’s status as a Holder to make reference to this Joinder.

IN WITNESS WHEREOF, the New Holder has executed this Joinder as of the date first above written.

[NEW HOLDER]

By:‌

Name:‌

Title:‌

Address:

_______________________________

_______________________________

_______________________________

_______________________________

Accepted and agreed:

[●]

By: ______________________________

Name: ____________________________

Title: _____________________________

EX-10.20

Exhibit 10.20

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effective September 22, 2021 (the “Distribution Date”), is entered into byand among Sovos Brands, Inc., a Delawarecorporation (the“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), Todd R. Lachman (the “Service Provider”) and Christine R. Lachman and The St. Louis Trust Company, as trustees of the Todd Lachman 2021 Family Trust (the “Trust” and collectively with the Service Provider, the“Participants”).

R E C I T A L S

WHEREAS, the Partnership holds Common Stock, par value $0.001 per share, of the Company (the “Shares”);

WHEREAS, as of the Distribution Date, the Participants hold Incentive Units of the Partnership that were granted pursuant to the terms of (i) an Incentive Unit Grant Agreement, dated June 7, 2017, (ii) an Incentive Unit Grant Agreement, dated August 29, 2017, and (iii) an Incentive Unit Grant Agreement, dated May 1, 2019, in each case, between the Service Provider and the Partnership (as each such agreement was amended effective as of September 8, 2021, the “Incentive Unit Grant Agreement”);

WHEREAS, the Service Provider transferred certain Incentive Units to the Trust; and

WHEREAS, the Partnershipwishes to distribute totheParticipants the number of Shares setforth below, subject to certain restrictions as set forth in this Agreement.

NOW,THEREFORE, the Partnership, the Companyandthe Participantsagreeasfollows:

1.Distribution of Restricted Stock. Subject totheterms, conditionsand restrictionsof thisAgreement and the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, dated as of January 31, 2017 and as amended September 25, 2019 and June 6, 2021 (as may be further amended, amended and restated or modified from time to time (the “Partnership Agreement”), the Partnership hereby agrees to distribute totheParticipants1,186,428 Shareson the Distribution Date, which includes 949,142 Shares distributed to the Service Provider and 237,286 Shares distributed to Christine R. Lachman and The St. Louis Trust Company, as trustees of the Todd Lachman 2021 Family Trust.The Participants acknowledge and agree that such Sharesare subject to certainrestrictions set forth in Section 2 of this Agreement,which restrictionsshall expire in accordancewith the terms of Section 2 of this Agreement.Whilesuch restrictionsare in effect, theSharessubject to suchrestrictionsshall be referredto herein as“RestrictedStock.”

2.Vesting. The Restricted Stock shall become vested and cease to be Restricted Stock as described in this Section 2.

a.Time-Vesting.

(i) 17,976 Shares of RestrictedStock held by the Service Provider shall vest in five (5) substantially equal quarterly installments, with the first

vesting date occurring on November 20, 2021, subject to theService Provider’scontinuous employment with the Company or one of its Subsidiaries on the applicable vesting date.

(ii) 4,494 Shares of Restricted Stock held by the Trust shall vest in five (5) substantially equal quarterly installments, with the first vesting date occurring on November 20, 2021, subject to theService Provider’scontinuous employment with the Company or one of its Subsidiaries on the applicable vesting date.

(ii) Inthe eventof a Changein Control, the Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(a)shall becomefullyvestedimmediatelyprior totheChange inControl, subject to theService Provider’scontinuous employment with the Company or one of its Subsidiaries at such time, and cease tobe Restricted Stock.

b.Performance Vesting. The Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(b) shall be referred to herein as “Performance Vesting Shares.”

(i) 237,133 Shares of RestrictedStock (the “Tranche 1 Performance Shares”) (including 189,706 Shares held by the Service Provider and 47,427 Shares held by the Trust) shall vest on any Measurement Date on which the Advent Group achieves a MOIC equal to at least two (2), subject to the Service Provider's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, the Tranche 1 Performance Units shall not vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of less than two (2).

(ii) 252,789 Shares of RestrictedStock (the “Tranche 2 Performance Shares”) (including 202,231 Shares held by the Service Provider and 50,558 Shares held by the Trust) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two (2) and two and one-half (2.5) on any Measurement Date, subject to the Service Provider's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 2 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least two and one-half (2.5).

(iii) 336,916 Shares of RestrictedStock (the “Tranche 3 Performance Shares”) (including 269,533 Shares held by the Service Provider and 67,383 Shares held by the Trust) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two and one-half (2.5) and three (3) on any Measurement Date, subject to the Service Provider's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the

avoidance of doubt, one-hundred percent (100%) of the Tranche 3 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least three (3).

(iv) 337,120 Shares of RestrictedStock (the “Tranche 4 Performance Shares”) (including 269,696 Shares held by the Service Provider and  67,424 Shares held by the Trust) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of three (3) and four (4) on any Measurement Date, subject to the Service Provider's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 4 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least four (4).

(v) Any Performance Vesting Shares that have not vested in connection with a Change in Control (after taking into account Performance Vesting Shares that vest in connection with such Change in Control) shall be forfeited, transferred and contributed to the Partnership for no consideration following such Change in Control.

(vi) Calculation of MOIC. The Advent Group’s MOIC shall be determined in accordance with the terms of the Incentive Unit Grant Agreement, including Section 2.3(b)(vii). For the avoidance of doubt, the determination of the Advent Group’s MOIC for the purpose of determining vesting of Restricted Stock shall in all events be consistent with the determination of the Advent Group’s MOIC for the purpose of determining the vesting of Incentive Units under the Incentive Unit Grant Agreement.  

c. Deemed Sale Events.

(i) To the extent the Tranche 1 Performance Shares remain unvested as of the thirtieth (30th) trading day following the Effective Date, such date shall be deemed to be a Measurement Date and the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately following the Effective Date (including, for the avoidance of doubt, the Effective Date). The Tranche 1 Performance Shares shall vest to the extent that the Advent Group achieves a MOIC of at least two (2.0) on such Measurement Date (including, for the avoidance of doubt, all Shares deemed to be sold for cash and all prior receipts of Advent Cash Amounts). If the Advent Group does not achieve a MOIC of at least two (2.0) on such Measurement Date, the Tranche 1 Performance Shares will remain outstanding and eligible to vest in accordance with Section 2(b) and Section 2(c).

(ii) On the earlier of (x) the thirty-month anniversary of the Effective Date and (y) the first date on which the Advent Group ceases to hold Shares representing at least twenty-five percent (25%) of the number of equity securities of the Partnership held by the Advent Group immediately prior to the Effective Date (taking into account adjustments for changes in capital structure) ((x) or (y) as applicable shall be a Measurement Date), the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately preceding such date, as applicable (a “Deemed Sale”); provided, that the Service Provider may elect to waive the Measurement Date described in (x) above by providing written notice to the General Partner at any time within the thirty days prior to thirty-month anniversary of the Effective Date in which event only the Measurement Date in (y) above shall apply and be a Deemed Sale with respect to such Service Provider. All Performance Vesting Shares shall vest on such Deemed Sale to the extent the performance conditions are satisfied and all Performance Vesting Shares that do not vest on such Deemed Sale shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such Deemed Sale.  For the avoidance of doubt, no Performance Vesting Shares shall be forfeited on or in connection with a Measurement Date that is not a Deemed Sale or a Change in Control.

d.Acceleration upon Qualifying Termination. Notwithstanding anything in Section 2(a) or Section 2(b) to the contrary, if the Service Provider’s employment with the Company or one of its Subsidiaries is terminated as a result of a Qualifying Termination (as defined in the Service Provider’s Incentive Unit Grant Agreement)  or as a result of the Service Provider’s death or Disability (as defined in the Service Provider’s employment agreement with the Company), then (i) one hundred percent (100%) of the Participants’ Shares of Restricted Stock that are eligible to time-vest pursuant to Section 2(a) shall vest as of the date of termination and (ii) one hundred percent (100%) of the Participants’ Performance Vesting Shares shall remain outstanding and eligible to vest in accordance with the terms of this Agreement (but disregarding any requirement regarding the Service Provider’s continued employment with the Company or one of its Subsidiaries).

3.Defined Terms.  

a.“Advent” means Advent International Corporation.

b.“Advent Cash Amounts” means, as of any Measurement Date, without duplication, the sum of the following: (i) the amount of cash distributions, cash dividends and other cash proceeds received by the Advent Group on or prior to such Measurement Date in respect of any Advent Investments, including cash proceeds received from a partial liquidation of the Partnership; (ii) the amount of cash proceeds previously received by the Advent Group from the disposition of any non-cash proceeds (including non-cash distributions) received in exchange for, or in respect of, any Advent Investments prior to such Measurement Date; and (iii) an amount equal to the fair market value, as determined by the General Partner in its reasonable good faith discretion, of Marketable

Securities received by the Advent Group (other than Marketable Securities of the IPO Issuer with respect to a Measurement Date that is not a Deemed Sale or deemed Measurement Date under Section 2(c)(i)) on or before such Measurement Date with respect to, or from the sale or other disposition of, any Advent Investments (in each of clauses (i), (ii) and (iii) net of any Unreimbursed Transaction Expenses). Notwithstanding anything to the contrary, none of the following shall be included in the calculation of “Advent Cash Amounts”: Tax Distributions pursuant to Section 5.01(c) of the Partnership Agreement, expense reimbursement, indemnification payments or similar amounts made to the Advent Group.  For the avoidance of doubt, “Advent Cash Amounts” shall include amounts deemed to be received by Advent Group under Section 2(c).

c.“Advent Group” shall mean Advent and its Affiliates.

d.“Advent Investment Amount” shall mean (without duplication) all Capital Contributions made by the Advent Group and all other cash amounts invested by the Advent Group in the Partnership or the Company, whether before, at or after the Closing Date.

e.“Advent Investments” shall mean, without duplication, the Advent Group’s Class A Units in the Partnership and any other investment included in the definition of Advent Investment Amount.

f.“Affiliate” shall have the meaning ascribed to such term in the Partnership Agreement.

g.“Capital Contribution” shall have the meaning ascribed to such term in the Partnership Agreement.

h.“Closing Date” means January 31, 2017.

i.“Change in Control” shall have the meaning set forth in the Plan, as in effect on the Distribution Date and without regard to any subsequent amendment to the definition of “Change in Control” therein.

j.“Effective Date” the date the Company’s Form 8-A is declared effective by the Securities and Exchange Commission.

k.“General Partner” shall have the meaning ascribed to such term in the Partnership Agreement.

l.“Marketable Securities” shall mean securities that are freely tradable on an established securities market without restriction received by the Advent Group from an unrelated third party, excluding, for the avoidance of doubt, Class A Units and Shares received by the Advent Group (including Shares received in a stock split, stock dividend or similar change in capital structure) in respect of its Class A Units.

m.“Measurement Date” means (i) a Change in Control and (ii) any date on which the Advent Group receives Advent Cash Amounts (and, for the avoidance of doubt, any date deemed a Measurement Date under Section 2(c)).

n.“MOIC” shall mean, as of any date of determination, the quotient obtained by dividing (i) the Advent Cash Amounts by (ii) the Advent Investment Amount.

o.“Plan” shall mean the Company’s 2021 Equity Incentive Plan.

p.“Unreimbursed Transaction Costs” means all out-of-pocket reasonable legal, accounting, financial advisor, brokerage and investment banking fees paid by the Advent Group and their Affiliates, which in the event of a Deemed Sale shall be estimated by the General Partner in good faith as if there were an actual sale of securities, excluding any amounts that are paid or reimbursed by the Partnership or its Subsidiaries.

4.Restrictions on Transfer. The Participantsshallnot transfer, assign, encumber, pledge, chargeorotherwise dispose ofthe Shares of Restricted Stockorgrant anyproxywith respect thereto,except as specificallypermitted bythisAgreement or by the Company. Anyattemptedtransfer in violation ofthisAgreement shall be void and ofno effect and theCompany shall have the rightto disregardthesameonitsbooksand records andto issue “stoptransfer”instructionsto itstransferagent.

5.Forfeiture; Transfer. Except as otherwise provided in Section 2(d), unless otherwise set forth in an agreement between the Service Provider and the Company or the Service Provider and the Partnership, if a Service Provider’s service terminates for any reason, any and all unvested Restricted Stock shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such termination.The provisionsin Section 13of the Plan regarding Forfeiture shallapplytothe Shares, except that Section 13.2(a)(ii) and Section 13.3(a) shall not apply to the Participants’ Shares that are subject to this Agreement.

6.Rights as a Holder of Restricted Stock. Fromand aftertheDistribution Date, the Participants shall have,with respect totheshares ofRestricted Stock,all oftherightsofa holderofShares, including,withoutlimitation, theright to vote theShares, to receive and retain all regularcashdividendspayable to holdersofSharesofrecordon andafter the Distribution Date, andtoexercise all other rights, powersand privileges ofaholder of Shares with respect tothe Restricted Stock. Notwithstanding the foregoing, (a) the Participantsshall notbeentitledtodeliveryofthe stockcertificateorcertificates representing theRestricted Stockuntil such Shares areno longer Restricted Stock; (b) if applicable, the Company(or itsdesignated agent)will maintain custodyofthe stockcertificate or certificates representing theRestricted Stockand anyother property(“RS Property”)issued inrespectof the RestrictedStock, includingstockdividends,at all times such Shares are Restricted Stock; (c) if cash dividends are paid with respect to the Restricted Stock, such dividends shall be subject to the same vesting terms as the Restricted Stock, and shall be paid or delivered only when the Restricted Stock vests; (d) no RS Propertywill bearinterestorbesegregated in separate accounts;and(e) the Participants shall not, directlyorindirectly,transfer the RestrictedStockinanymanner whatsoever.

7.Section 83(b) Election; Taxes. Within thirty(30) days following the Distribution Date, the Service Provider shall timelyand properly file an election underSection 83(b)of theCode with respect to the Restricted Stock. The Service Provider acknowledgesthatit ishissoleresponsibility,and not theCompany’s or the Partnership’s, totimelyand properly filean election underSection 83(b)of theCode,and anycorrespondingprovisionsof statetaxlaws. If the Service Provider does not timely and properly file and election under Section 83(b) of the Code, the Service

Provideracknowledgesthat (a) no later thanthedateon which any Restricted Stockshall have become vested, theService Provider shall payto theCompany, ormake arrangementssatisfactoryto theCompanyregardingpaymentof, anyfederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested and(b)theCompanyshall, totheextentpermittedbylaw,have the rightto deduct fromanypaymentofanykind otherwise due totheService ProvideranyFederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested,includingthat the Companymay,but shall not berequiredto,sell a number ofSharessufficient to coverapplicable withholding taxes.TheCompanymay hold assecurityanycertificatesrepresentingany Sharesand,upondemand oftheCompany, the Participants shall delivertothe Companyanycertificates in hisorher possession representing Sharestogether with astockpowerdulyendorsed in blank.

8.Legend.

a.Intheevent thatacertificateevidencing Restricted Stockis issued, the certificaterepresenting the Sharesshall have endorsed thereonthefollowing legends:

“THE   ANTICIPATION,  ALIENATION,  ATTACHMENT,  SALE, TRANSFER,ASSIGNMENT,PLEDGE,ENCUMBRANCEORCHARGEOF THESHARESOF COMMON STOCKREPRESENTEDHEREBYARESUBJECTTOTHE TERMSANDCONDITIONS ANAGREEMENTENTEREDINTOBETWEEN THEREGISTEREDOWNER, THE PARTNERSHIPANDTHECOMPANYEFFECTIVEASOF THE DISTRIBUTION DATE. COPIESOFSUCHAGREEMENTAREONFILEATTHEPRINCIPAL OFFICEOFTHE COMPANY.”

b.In addition to the legend set forth in Section 8(a) and above, until registered under the Securities Act, each certificate representing Shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

Anylegendrequiredto beplacedthereonbyapplicableblueskylawsof any state.Notwithstandingthe foregoing,innoeventshalltheCompany beobligated toissuea certificaterepresentingthe Restricted Stockprior to vesting assetforthinSection 2hereof.

9.Securities Representations. The Shares are being distributedtothe Participantsand

thisAgreement isbeing madein relianceupon thefollowing express representationsand warranties of the Participants.The Participantsacknowledge, represent andwarrantthat: (a) theParticipantshavebeenadvisedthattheParticipantsmay bean“affiliate” withinthemeaningofRule144under theSecuritiesActand theCompany is relyingin partontheParticipants’ representationssetforthinthisSection 9; (b) if the Participants are deemed an affiliate within the meaning of Rule 144 under the Securities Act, theSharesmustbeheldindefinitelyby theParticipantsunlessan exemption from the registration requirements of the Securities Actis available for the resale of suchSharesortheCompany filesanadditionalregistrationstatement(ora“re-offer prospectus”)withregardtotheresaleofsuchSharesandtheCompanyisundernoobligation toregistertheresaleofthe Shares(ortofile a“re-offerprospectus”); (c) if the Participants are deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participants understand that theexemptionfromregistrationunderRule144willnotbeavailable undercurrentlaw unless(i)apublictradingmarketthenexistsforthe Shares,(ii)adequate informationconcerningtheCompany isthenavailabletothepublic,and (iii)othertermsandconditionsofRule144orany exemptiontherefromarecompliedwithand thatanysale ofthe Shares maybe made onlyin limited amountsin accordance with such terms and conditions; and (d) the Participants are either, as indicated by each of the Participants on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participants are capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares.  

10.Not an Employment or Service Agreement. Neither theexecution of this Agreementnor the issuance oftheShareshereunderconstitute anagreement bytheCompany or any of its Subsidiaries to employ or retainorto continueto employ or retainthe Service Provider during the entire,oranyportion of, theterm ofthisAgreement, includingbutnotlimitedto anyperiod duringwhich any Shares are outstanding.

11.Power of Attorney. The Partnership and the Company and their respective successorsandassigns, are herebyappointedthe attorney-in-fact, withfull powerofsubstitution,of theParticipantsfor the purpose ofcarrying out the provisionsofthisAgreement andtakinganyaction and executing any instrumentswhich such attorney-in-factmaydeemnecessaryoradvisable to accomplish the purposeshereof, which appointment as attorney-in-fact isirrevocable and coupled with an interest.TheCompany and the Partnership, as attorney-in-factfor theParticipants, mayinthe nameandstead of the Participants,make andexecute all conveyances,assignmentsandtransfersoftheRestricted Stock, otherRSProperty,Sharesandpropertyprovided forherein,andthe Participantshereby ratifyand confirmthat which the Company or the Partnership, assaid attorney-in-fact, shall do by virtue hereof. Nevertheless, the Participantsshall, ifso requested bythe Company or the Partnership,execute anddelivertothe Company or the Partnershipall such instrumentsasmay,inthejudgment oftheCompany or the Partnership,be advisable for this purpose.

12.Miscellaneous.

a.ThisAgreementshallinuretothebenefitofandbebindinguponthe partiesheretoand theirrespectiveheirs,personallegalrepresentatives,successors, trustees, administrators,distributees,deviseesandlegatees. TheCompany may assignto,andrequire, any

successor(whether directorindirect,bypurchase, merger, consolidation orotherwise)to all orsubstantiallyallofthe businessand/orassetsofthe Company oranyaffiliatetowhichthe Service Providerprovides servicestoexpressly assumeandagreeinwritingtoperformthisAgreement. Notwithstandingthe foregoing,theParticipantsmaynotassignthisAgreementotherthanwith respecttoSharestransferredin compliance with thetermshereof.

b.ThisdistributionofRestrictedStockshallnotaffectinanywaytherightor poweroftheBoardorstockholdersoftheCompany tomakeorauthorizeanadjustment, recapitalizationorotherchangeinthecapitalstructureorthebusinessoftheCompany,any mergerorconsolidation oftheCompany orsubsidiaries,any issueofbonds,debentures, preferredorpriorpreferencestockaheadofor affectingtheCommonStock,thedissolutionor liquidationoftheCompany,anysaleortransferofallorpartofitsassetsorbusinessorany other corporateactorproceeding.

c.TheParticipantsagreethatanyotherRSPropertywillnotbetakenintoaccountas “salary”or“compensation”or“bonus”indeterminingtheamountofany paymentunderany pension,retirementorprofit-sharingplanoftheCompanyoranylifeinsurance,disabilityor other benefit plan of theCompany.

d.Nomodificationorwaiverofany oftheprovisionsofthisAgreementshall be effective unless in writing and signedbythepartyagainst whomitissought to beenforced.

e.ThisAgreementmaybeexecutedinoneormorecounterparts,allof which takentogether shall constituteonecontract.

f.Thefailureofanypartyheretoatanytimetorequireperformanceby anotherpartyofanyprovisionofthisAgreementshall notaffect the rightofsuch partyto require performanceofthatprovision,and anywaiverbyanypartyofanybreachofanyprovision ofthis Agreementshallnotbeconstruedasawaiverofany continuingorsucceedingbreachofsuch provision,a waiveroftheprovision itself, ora waiverofanyrightunder thisAgreement.

g.TheheadingsofthesectionsofthisAgreementhavebeeninsertedfor convenienceofreferenceonly andshallin noway restrictormodify any ofthe termsor provisionshereof.

h.Allnotices,consents, requests,approvals,instructionsand other communications provided  for herein shall be in writing and validly given or made when delivered,oronthe third succeeding business  dayafterbeingmailedbyregistered or certified mail,whicheverisearlier,to thepersonsentitledorrequiredto receivethesame,atthe addressessetforthattheheadingofthisAgreementortosuchotheraddressaseitherparty may designateby likenotice. NoticestotheCompany shallbeaddressedtotheCompensation CommitteeoftheBoard of Directors of Sovos Brands, Inc. c/o Corporate Secretary at Sovos Brands, Inc. 1901 Fourth St #200 Berkeley, CA 94710, withacopy toGeneralCounsel,Sovos Brands, Inc. 1901 Fourth St #200 Berkeley, CA 94710. Notices to the Participants shall be addressed to the address on file with the Company’s payroll department, or such address as subsequently provided by the Participants.

i.ThisAgreementshallbeconstrued,interpretedandgovernedandthe legalrelationshipsofthe partiesdeterminedinaccordancewiththeinternallawsoftheStateof Delawarewithoutreference torulesrelating toconflictsoflaw.

12.Provisions of Plan Control. Although the Restricted Stock subject to this Agreement is not granted under the Plan and the Shares are not registered on a Form S-8, except as expressly provided herein, the Agreementissubject to all theterms, conditionsand provisions

ofthePlan mutatis mutandis,including,withoutlimitation, Section 16.2 (Amendment and Termination) thereof, andto suchrules, regulations andinterpretationsrelating to the Plan as may be adopted by the Committee and as may be in effect from time to time. Notwithstanding the foregoing, this Agreement may not be amended or terminated without the prior written consent of the Service Provider.  The Plan isincorporated herein byreference. A copyofthePlan hasbeendelivered tothe Participants.Ifandtothe extentthat thisAgreement expressly conflictswith theterms, conditionsand provisions ofthe Plan, this Agreement shall control. Unless otherwise indicated,anycapitalized termused butnotdefinedhereinshall have the meaning ascribed tosuchterm in thePlan or the Incentive Unit Grant Agreement, as applicable.ThisAgreementcontains theentire understandingof theparties with respecttothesubjectmatterhereof (other than anyother documentsexpresslycontemplatedhereinor in the Plan)andsupersedesanyprioragreements between the Companyand theParticipants or between the Partnership and the Participants other than the Incentive Unit Grant Agreement.

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Sovos Brands, Inc.

/s/ Todd Lachman

By: Todd Lachman

Title: President and CEO

Sovos Brands Limited Partnership

/s/ Todd Lachman

By: Todd Lachman

Title: Authorized Signatory

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Service Provider

/s/ Todd Lachman

Name: Todd R. Lachman

The undersigned acknowledges and agrees that this Agreement governs the terms of the Shares distributed to Christine R. Lachman and The St. Louis Trust Company, as trustees of the Todd Lachman 2021 Family Trust, in respect of the Incentive Units transferred to the undersigned by the Service Provider.

Agreed and Accepted:

Christine R. Lachman and The St. Louis Trust Company, as trustees of the Todd Lachman 2021 Family Trust

By: /s/ Christine Lachman

Name Christine Lachman

By: /s/ John Jennings

The St. Louis Trust Company

Name: John Jennings

Title: President

EX-10.21

Exhibit 10.21

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effectiveSeptember 22, 2021 (the “Distribution Date”), is entered into byand among Sovos Brands, Inc., a Delawarecorporation (the“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), andRichard P. Greenberg (the“Participant”).

R E C I T A L S

WHEREAS, the Partnership holds Common Stock, par value $0.001 per share, of the Company (the “Shares”);

WHEREAS, as of the Distribution Date, the Participant holds Incentive Units of the Partnership that were granted pursuant to the terms of (i) an Incentive Unit Grant Agreement, dated June 22, 2017, (ii) an Incentive Unit Grant Agreement, dated August 23, 2017, and (iii) an Incentive Unit Grant Agreement, dated May 1, 2019, in each case, between the Participant and the Partnership (as each such agreement was amended effective as of September 8, 2021, the “Incentive Unit Grant Agreement”); and

WHEREAS, the Partnershipwishes to distribute totheParticipant the number of Shares setforth below, subject to certain restrictions as set forth in this Agreement.

NOW,THEREFORE, the Partnership, the Companyandthe Participantagreeasfollows:

1.Distribution of Restricted Stock. Subject totheterms, conditionsand restrictionsof thisAgreement and the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, dated as of January 31, 2017 and as amended September 25, 2019 and June 6, 2021 (as may be further amended, amended and restated or modified from time to time (the “Partnership Agreement”), the Partnership hereby agrees to distribute totheParticipant 257,661Shareson the Distribution Date.The Participant acknowledges and agrees that such Sharesare subject to certainrestrictions set forth in Section 2 of this Agreement,which restrictionsshall expire in accordancewith the terms of Section 2 of this Agreement.Whilesuch restrictionsare in effect, theSharessubject to suchrestrictionsshall be referredto herein as“RestrictedStock.”

2.Vesting. The Restricted Stock shall become vested and cease to be Restricted Stock as described in this Section 2.

a.Time-Vesting.

(i) 4,280 Shares of RestrictedStock shall vest in five (5)substantially equal quarterly installments, with the first vesting date occurring on November 20, 2021, subject to theParticipant’scontinuous employment with the Company or one of its Subsidiaries on the applicable vesting date.  

(ii) Inthe eventof a Changein Control, the Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(a)shall becomefullyvestedimmediatelyprior totheChange inControl, subject to theParticipant’scontinuous employment with the Company or one of its Subsidiaries at such time, and cease tobe Restricted Stock.

b.Performance Vesting. The Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(b) shall be referred to herein as “Performance Vesting Shares.”

(i) 51,640 Shares of RestrictedStock (the “Tranche 1 Performance Shares”) shall vest on any Measurement Date on which the Advent Group achieves a MOIC equal to at least two (2), subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, the Tranche 1 Performance Units shall not vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of less than two (2).

(ii) 55,024 Shares of RestrictedStock (the “Tranche 2 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two (2) and two and one-half (2.5) on any Measurement Date, subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 2 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least two and one-half (2.5).

(iii) 73,337 Shares of RestrictedStock (the “Tranche 3 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two and one-half (2.5) and three (3) on any Measurement Date, subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 3 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least three (3).

(iv) 73,380 Shares of RestrictedStock (the “Tranche 4 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of three (3) and four (4) on any Measurement Date, subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 4 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least four (4).

(v) Any Performance Vesting Shares that have not vested in connection with a Change in Control (after taking into account Performance Vesting Shares that vest in connection with such Change in Control) shall be forfeited, transferred and contributed to the Partnership for no consideration following such Change in Control.

(vi) Calculation of MOIC. The Advent Group’s MOIC shall be determined in accordance with the terms of the Incentive Unit Grant Agreement, including Section 2.3(b)(vi). For the avoidance of doubt, the determination of the Advent Group’s MOIC for the purpose of determining vesting of Restricted Stock shall in all events be consistent with the determination of the Advent Group’s MOIC for the purpose of determining the vesting of Incentive Units under the Incentive Unit Grant Agreement.  

c. Deemed Sale Events.

(i) To the extent the Tranche 1 Performance Shares remain unvested as of the thirtieth (30th) trading day following the Effective Date, such date shall be deemed to be a Measurement Date and the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately following the Effective Date (including, for the avoidance of doubt, the Effective Date). The Tranche 1 Performance Shares shall vest to the extent that the Advent Group achieves a MOIC of at least two (2.0) on such Measurement Date (including, for the avoidance of doubt, all Shares deemed to be sold for cash and all prior receipts of Advent Cash Amounts). If the Advent Group does not achieve a MOIC of at least two (2.0) on such Measurement Date, the Tranche 1 Performance Shares will remain outstanding and eligible to vest in accordance with Section 2(b) and Section 2(c).

(ii) On the earlier of (x) the thirty-month anniversary of the Effective Date and (y) the first date on which the Advent Group ceases to hold Shares representing at least twenty-five percent (25%) of the number of equity securities of the Partnership held by the Advent Group immediately prior to the Effective Date (taking into account adjustments for changes in capital structure) ((x) or (y) as applicable shall be a Measurement Date), the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately preceding such date, as applicable (a “Deemed Sale”); provided, that the Participant may elect to waive the Measurement Date described in (x) above by providing written notice to the General Partner at any time within the thirty days prior to thirty-month anniversary of the Effective Date in which event only the Measurement Date in (y) above shall apply and be a Deemed Sale with

respect to such Participant. All Performance Vesting Shares shall vest on such Deemed Sale to the extent the performance conditions are satisfied and all Performance Vesting Shares that do not vest on such Deemed Sale shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such Deemed Sale.  For the avoidance of doubt, no Performance Vesting Shares shall be forfeited on or in connection with a Measurement Date that is not a Deemed Sale or a Change in Control.

3.Defined Terms.  

a.“Advent” means Advent International Corporation.

b.“Advent Cash Amounts” means, as of any Measurement Date, without duplication, the sum of the following: (i) the amount of cash distributions, cash dividends and other cash proceeds received by the Advent Group on or prior to such Measurement Date in respect of any Advent Investments, including cash proceeds received from a partial liquidation of the Partnership; (ii) the amount of cash proceeds previously received by the Advent Group from the disposition of any non-cash proceeds (including non-cash distributions) received in exchange for, or in respect of, any Advent Investments prior to such Measurement Date; and (iii) an amount equal to the fair market value, as determined by the General Partner in its reasonable good faith discretion, of Marketable Securities received by the Advent Group (other than Marketable Securities of the IPO Issuer with respect to a Measurement Date that is not a Deemed Sale or deemed Measurement Date under Section 2(c)(i)) on or before such Measurement Date with respect to, or from the sale or other disposition of, any Advent Investments (in each of clauses (i), (ii) and (iii) net of any Unreimbursed Transaction Expenses). Notwithstanding anything to the contrary, none of the following shall be included in the calculation of “Advent Cash Amounts”: Tax Distributions pursuant to Section 5.01(c) of the Partnership Agreement, expense reimbursement, indemnification payments or similar amounts made to the Advent Group.  For the avoidance of doubt, “Advent Cash Amounts” shall include amounts deemed to be received by Advent Group under Section 2(c).

c.“Advent Group” shall mean Advent and its Affiliates.

d.“Advent Investment Amount” shall mean (without duplication) all Capital Contributions made by the Advent Group and all other cash amounts invested by the Advent Group in the Partnership or the Company, whether before, at or after the Closing Date.

e.“Advent Investments” shall mean, without duplication, the Advent Group’s Class A Units in the Partnership and any other investment included in the definition of Advent Investment Amount.

f.“Affiliate” shall have the meaning ascribed to such term in the Partnership Agreement.

g.“Capital Contribution” shall have the meaning ascribed to such term in the Partnership Agreement.

h.“Closing Date” means January 31, 2017.

i.“Change in Control” shall have the meaning set forth in the Plan, as in effect on the Distribution Date and without regard to any subsequent amendment to the definition of “Change in Control” therein.

j.“Effective Date” the date the Company’s Form 8-A is declared effective by the Securities and Exchange Commission.

k.“General Partner” shall have the meaning ascribed to such term in the Partnership Agreement.

l.“Marketable Securities” shall mean securities that are freely tradable on an established securities market without restriction received by the Advent Group from an unrelated third party, excluding, for the avoidance of doubt, Class A Units and Shares received by the Advent Group (including Shares received in a stock split, stock dividend or similar change in capital structure) in respect of its Class A Units.

m.“Measurement Date” means (i) a Change in Control and (ii) any date on which the Advent Group receives Advent Cash Amounts (and, for the avoidance of doubt, any date deemed a Measurement Date under Section 2(c)).

n.“MOIC” shall mean, as of any date of determination, the quotient obtained by dividing (i) the Advent Cash Amounts by (ii) the Advent Investment Amount.

o.“Plan” shall mean the Company’s 2021 Equity Incentive Plan.

p.“Unreimbursed Transaction Costs” means all out-of-pocket reasonable legal, accounting, financial advisor, brokerage and investment banking fees paid by the Advent Group and their Affiliates, which in the event of a Deemed Sale shall be estimated by the General Partner in good faith as if there were an actual sale of securities, excluding any amounts that are paid or reimbursed by the Partnership or its Subsidiaries.

4.Restrictions on Transfer. The Participantshallnot transfer, assign, encumber, pledge, chargeorotherwise dispose ofthe Shares of Restricted Stockorgrant anyproxywith respect thereto,except as specificallypermitted bythisAgreement or by the Company. Anyattemptedtransfer in violation ofthisAgreement shall be void and ofno effect and theCompany shall have the rightto disregardthesameonitsbooksand records andto issue “stoptransfer”instructionsto itstransferagent.

5.Forfeiture; Transfer. Unless otherwise set forth in an agreement between the Participant and the Company or the Participant and the Partnership, if a Participant’s service terminates for any reason, any and all unvested Restricted Stock shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such termination.The provisionsin Section

13of the Plan regarding Forfeiture shallapplytothe Shares, except that Section 13.2(a)(ii) and Section 13.3(a) shall not apply to the Participant’s Shares that are subject to this Agreement.

6.Rights as a Holder of Restricted Stock. Fromand aftertheDistribution Date, the Participant shall have,with respect totheshares ofRestricted Stock,all oftherightsofa holderofShares, including,withoutlimitation, theright to vote theShares, to receive and retain all regularcashdividendspayable to holdersofSharesofrecordon andafter the Distribution Date, andtoexercise all other rights, powersand privileges ofaholder of Shares with respect tothe Restricted Stock. Notwithstanding the foregoing, (a) the Participantshall notbeentitledtodeliveryofthe stockcertificateorcertificates representing theRestricted Stockuntil such Shares areno longer Restricted Stock; (b) if applicable, the Company(or itsdesignated agent)will maintain custodyofthe stockcertificate or certificates representing theRestricted Stockand anyother property(“RS Property”)issued inrespectof the RestrictedStock, includingstockdividends,at all times such Shares are Restricted Stock; (c) if cash dividends are paid with respect to the Restricted Stock, such dividends shall be subject to the same vesting terms as the Restricted Stock, and shall be paid or delivered only when the Restricted Stock vests; (d) no RS Propertywill bearinterestorbesegregated in separate accounts;and(e) the Participant shall not, directlyorindirectly,transfer the RestrictedStockinanymanner whatsoever.

7.Section 83(b) Election; Taxes. Within thirty(30) days following the Distribution Date, the Participant shall timelyand properly file an election underSection 83(b)of theCode with respect to the Restricted Stock. The Participantacknowledgesthatit ishisorher soleresponsibility,and not theCompany’s or the Partnership’s, totimelyand properly filean election underSection 83(b)of theCode,and anycorrespondingprovisionsof statetaxlaws. If the Participant does not timely and properly file and election under Section 83(b) of the Code, the Participantacknowledgesthat (a) no later thanthedateon which any Restricted Stockshall have become vested, theParticipantshall payto theCompany, ormake arrangementssatisfactoryto theCompanyregardingpaymentof, anyfederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested and(b)theCompanyshall, totheextentpermittedbylaw,have the rightto deduct fromanypaymentofanykind otherwise due totheParticipantanyFederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested,includingthat the Companymay,but shall not berequiredto,sell a number ofSharessufficient to coverapplicable withholding taxes.TheCompanymay hold assecurityanycertificatesrepresentingany Sharesand,upondemand oftheCompany, the Participant shall delivertothe Companyanycertificates in hisorher possession representing Sharestogether with astockpowerdulyendorsed in blank.

8.Legend.

a.Intheevent thatacertificateevidencing Restricted Stockis issued, the certificaterepresenting the Sharesshall have endorsed thereonthefollowing legends:

“THE   ANTICIPATION,  ALIENATION,  ATTACHMENT,  SALE, TRANSFER,ASSIGNMENT,PLEDGE,ENCUMBRANCEORCHARGEOF THESHARESOF COMMON STOCKREPRESENTEDHEREBYARESUBJECTTOTHE TERMSANDCONDITIONS ANAGREEMENTENTEREDINTOBETWEEN THEREGISTEREDOWNER, THE PARTNERSHIPANDTHECOMPANYEFFECTIVEASOF THE DISTRIBUTION DATE. COPIES

OFSUCHAGREEMENTAREONFILEATTHEPRINCIPAL OFFICEOFTHE COMPANY.”

b.In addition to the legend set forth in Section 8(a) and above, until registered under the Securities Act, each certificate representing Shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

Anylegendrequiredto beplacedthereonbyapplicableblueskylawsof any state.Notwithstandingthe foregoing,innoeventshalltheCompany beobligated toissuea certificaterepresentingthe Restricted Stockprior to vesting assetforthinSection 2hereof.

9.Securities Representations. The Shares are being distributedtothe ParticipantandthisAgreement isbeing madein relianceupon thefollowing express representationsand warranties of the Participant.The Participantacknowledges, representsandwarrantsthat: (a) theParticipanthasbeenadvisedthattheParticipantmay bean“affiliate” withinthemeaningofRule144under theSecuritiesActand theCompany is relyingin partontheParticipant’s representationssetforthinthisSection 9; (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, theSharesmustbeheldindefinitelyby theParticipantunlessan exemption from the registration requirements of the Securities Actis available for the resale of suchSharesortheCompany filesanadditionalregistrationstatement(ora“re-offer prospectus”)withregardtotheresaleofsuchSharesandtheCompanyisundernoobligation toregistertheresaleofthe Shares(ortofile a“re-offerprospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that theexemptionfromregistrationunderRule144willnotbeavailable undercurrentlaw unless(i)apublictradingmarketthenexistsforthe Shares,(ii)adequate informationconcerningtheCompany isthenavailabletothepublic,and (iii)othertermsandconditionsofRule144orany exemptiontherefromarecompliedwithand thatanysale ofthe Shares maybe made onlyin limited amountsin accordance with such terms and conditions; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares.  

10.Not an Employment or Service Agreement. Neither theexecution of this Agreementnor the issuance oftheShareshereunderconstitute anagreement bytheCompany or any of its Subsidiaries to employ or retainorto continueto employ or retainthe Participant during the entire,oranyportion of, theterm ofthisAgreement, includingbutnotlimitedto anyperiod duringwhich any Shares are outstanding.

11.Power of Attorney. The Partnership and the Company and their respective successorsandassigns, are herebyappointedthe attorney-in-fact, withfull powerofsubstitution,of theParticipantfor the purpose ofcarrying out the provisionsofthisAgreement andtakinganyaction and executing any instrumentswhich such attorney-in-factmaydeemnecessaryoradvisable to accomplish the purposeshereof, which appointment as attorney-in-fact isirrevocable and coupled with an interest.TheCompany and the Partnership, as attorney-in-factfor theParticipant, mayinthe nameandstead of the Participant,make andexecute all conveyances,assignmentsandtransfersoftheRestricted Stock, otherRSProperty,Sharesandpropertyprovided forherein,andthe Participanthereby ratifiesand confirmsthat which the Company or the Partnership, assaid attorney-in-fact, shall do by virtue hereof. Nevertheless, the Participantshall, ifso requested bythe Company or the Partnership,execute anddelivertothe Company or the Partnershipall such instrumentsasmay,inthejudgment oftheCompany or the Partnership,be advisable for this purpose.

12.Miscellaneous.

a.ThisAgreementshallinuretothebenefitofandbebindinguponthe partiesheretoand theirrespectiveheirs,personallegalrepresentatives,successors, trustees, administrators,distributees,deviseesandlegatees. TheCompany may assignto,andrequire, anysuccessor(whether directorindirect,bypurchase, merger, consolidation orotherwise)to all orsubstantiallyallofthe businessand/orassetsofthe Company oranyaffiliatetowhichthe Participantprovides servicestoexpressly assumeandagreeinwritingtoperformthisAgreement. Notwithstandingthe foregoing,theParticipantmaynotassignthisAgreementotherthanwith respecttoSharestransferredin compliance with thetermshereof.

b.ThisdistributionofRestrictedStockshallnotaffectinanywaytherightor poweroftheBoardorstockholdersoftheCompany tomakeorauthorizeanadjustment, recapitalizationorotherchangeinthecapitalstructureorthebusinessoftheCompany,any mergerorconsolidation oftheCompany orsubsidiaries,any issueofbonds,debentures, preferredorpriorpreferencestockaheadofor affectingtheCommonStock,thedissolutionor liquidationoftheCompany,anysaleortransferofallorpartofitsassetsorbusinessorany other corporateactorproceeding.

c.TheParticipantagreesthatanyotherRSPropertywillnotbetakenintoaccountas “salary”or“compensation”or“bonus”indeterminingtheamountofany paymentunderany pension,retirementorprofit-sharingplanoftheCompanyoranylifeinsurance,disabilityor other benefit plan of theCompany.

d.Nomodificationorwaiverofany oftheprovisionsofthisAgreementshall be effective unless in writing and signedbythepartyagainst whomitissought to beenforced.

e.ThisAgreementmaybeexecutedinoneormorecounterparts,allof which takentogether shall constituteonecontract.

f.Thefailureofanypartyheretoatanytimetorequireperformanceby anotherpartyofanyprovisionofthisAgreementshall notaffect the rightofsuch partyto require performanceofthatprovision,and anywaiverbyanypartyofanybreachofanyprovision ofthis Agreementshallnotbeconstruedasawaiverofany continuingorsucceedingbreachofsuch

provision,a waiveroftheprovision itself, ora waiverofanyrightunder thisAgreement.

g.TheheadingsofthesectionsofthisAgreementhavebeeninsertedfor convenienceofreferenceonly andshallin noway restrictormodify any ofthe termsor provisionshereof.

h.Allnotices,consents, requests,approvals,instructionsand other communications provided  for herein shall be in writing and validly given or made when delivered,oronthe third succeeding business  dayafterbeingmailedbyregistered or certified mail,whicheverisearlier,to thepersonsentitledorrequiredto receivethesame,atthe addressessetforthattheheadingofthisAgreementortosuchotheraddressaseitherparty may designateby likenotice. NoticestotheCompany shallbeaddressedtotheCompensation CommitteeoftheBoard of Directors of Sovos Brands, Inc. c/o Corporate Secretary at Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710,withacopy toGeneralCounsel,Sovos Brands, Inc. 1901 Fourth St #200 Berkeley, CA 94710. Notices to the Participant shall be addressed to the address on file with the Company’s payroll department, or such address as subsequently provided by the Participant.

i.ThisAgreementshallbeconstrued,interpretedandgovernedandthe legalrelationshipsofthe partiesdeterminedinaccordancewiththeinternallawsoftheStateof Delawarewithoutreference torulesrelating toconflictsoflaw.

12.Provisions of Plan Control. Although the Restricted Stock subject to this Agreement is not granted under the Plan and the Shares are not registered on a Form S-8, except as expressly provided herein, the Agreementissubject to all theterms, conditionsand provisionsofthePlan mutatis mutandis,including,withoutlimitation, Section 16.2 (Amendment and Termination) thereof, andto suchrules, regulations andinterpretationsrelating to the Plan as may be adopted by the Committee and as may be in effect from time to time. Notwithstanding the foregoing, this Agreement may not be amended or terminated without the prior written consent of the Participant.  The Plan isincorporated herein byreference. A copyofthePlan hasbeendelivered tothe Participant.Ifandtothe extentthat thisAgreement expressly conflictswith theterms, conditionsand provisions ofthe Plan, this Agreement shall control. Unless otherwise indicated,anycapitalized termused butnotdefinedhereinshall have the meaning ascribed tosuchterm in thePlan or the Incentive Unit Grant Agreement, as applicable.ThisAgreementcontains theentire understandingof theparties with respecttothesubjectmatterhereof (other than anyother documentsexpresslycontemplatedhereinor in the Plan)andsupersedesanyprioragreements between the Companyand theParticipant or between the Partnership and the Participant other than the Incentive Unit Grant Agreement.

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Sovos Brands, Inc.

/s/ Todd Lachman

By: Todd Lachman

Title: President and CEO

Sovos Brands Limited Partnership

/s/ Todd Lachman

By: Todd Lachman

Title: Authorized Signatory

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Participant

/s/ Richard Greenberg

Name:

EX-10.22

Exhibit 10.22

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effectiveSeptember 22, 2021 (the “Distribution Date”), is entered into byand among Sovos Brands, Inc., a Delawarecorporation (the“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), and Christopher W. Hall (the“Participant”).

R E C I T A L S

WHEREAS, the Partnership holds Common Stock, par value $0.001 per share, of the Company (the “Shares”);

WHEREAS, as of the Distribution Date, the Participant holds Incentive Units of the Partnership that were granted pursuant to the terms of (i) an Incentive Unit Grant Agreement, dated November 14, 2019, between the Participant and the Partnership (as such agreement was amended effective as of September 8, 2021, the “Incentive Unit Grant Agreement”); and

WHEREAS, the Partnershipwishes to distribute totheParticipant the number of Shares setforth below, subject to certain restrictions as set forth in this Agreement.

NOW,THEREFORE, the Partnership, the Companyandthe Participantagreeasfollows:

1.Distribution of Restricted Stock. Subject totheterms, conditionsand restrictionsof thisAgreement and the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, dated as of January 31, 2017 and as amended September 25, 2019 and June 6, 2021 (as may be further amended, amended and restated or modified from time to time (the “Partnership Agreement”), the Partnership hereby agrees to distribute totheParticipant 154,884Shareson the Distribution Date.The Participant acknowledges and agrees that such Sharesare subject to certainrestrictions set forth in Section 2 of this Agreement,which restrictionsshall expire in accordancewith the terms of Section 2 of this Agreement.Whilesuch restrictionsare in effect, theSharessubject to suchrestrictionsshall be referredto herein as“RestrictedStock.”

2.Vesting. The Restricted Stock shall become vested and cease to be Restricted Stock as described in this Section 2.

a.Time-Vesting.

(i) 14,980 Shares of RestrictedStock shall vest in 9 substantially equal quarterly installments, with the first vesting date occurring on November 12, 2021, subject to theParticipant’scontinuous employment with the Company or one of its Subsidiaries on the applicable vesting date.  

(ii) Inthe eventof a Changein Control, the Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(a)shall becomefullyvestedimmediatelyprior totheChange inControl, subject to the

Participant’scontinuous employment with the Company or one of its Subsidiaries at such time, and cease tobe Restricted Stock.

b.Performance Vesting. The Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(b) shall be referred to herein as “Performance Vesting Shares.”

(i) 28,331 Shares of RestrictedStock (the “Tranche 1 Performance Shares”) shall vest on any Measurement Date on which the Advent Group achieves a MOIC equal to at least two (2), subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, the Tranche 1 Performance Units shall not vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of less than two (2).

(ii) 30,431 Shares of RestrictedStock (the “Tranche 2 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two (2) and two and one-half (2.5) on any Measurement Date, subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 2 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least two and one-half (2.5).

(iii) 40,559 Shares of RestrictedStock (the “Tranche 3 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two and one-half (2.5) and three (3) on any Measurement Date, subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 3 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least three (3).

(iv) 40,583 Shares of RestrictedStock (the “Tranche 4 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of three (3) and four (4) on any Measurement Date, subject to the Participant's continuous employment with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 4 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least four (4).

(v) Any Performance Vesting Shares that have not vested in connection with a Change in Control (after taking into account Performance

Vesting Shares that vest in connection with such Change in Control) shall be forfeited, transferred and contributed to the Partnership for no consideration following such Change in Control.

(vi) Calculation of MOIC. The Advent Group’s MOIC shall be determined in accordance with the terms of the Incentive Unit Grant Agreement, including Section 2.3(b)(vi). For the avoidance of doubt, the determination of the Advent Group’s MOIC for the purpose of determining vesting of Restricted Stock shall in all events be consistent with the determination of the Advent Group’s MOIC for the purpose of determining the vesting of Incentive Units under the Incentive Unit Grant Agreement.  

c. Deemed Sale Events.

(i) To the extent the Tranche 1 Performance Shares remain unvested as of the thirtieth (30th) trading day following the Effective Date, such date shall be deemed to be a Measurement Date and the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately following the Effective Date (including, for the avoidance of doubt, the Effective Date). The Tranche 1 Performance Shares shall vest to the extent that the Advent Group achieves a MOIC of at least two (2.0) on such Measurement Date (including, for the avoidance of doubt, all Shares deemed to be sold for cash and all prior receipts of Advent Cash Amounts). If the Advent Group does not achieve a MOIC of at least two (2.0) on such Measurement Date, the Tranche 1 Performance Shares will remain outstanding and eligible to vest in accordance with Section 2(b) and Section 2(c).

(ii) On the earlier of (x) the thirty-month anniversary of the Effective Date and (y) the first date on which the Advent Group ceases to hold Shares representing at least twenty-five percent (25%) of the number of equity securities of the Partnership held by the Advent Group immediately prior to the Effective Date (taking into account adjustments for changes in capital structure) ((x) or (y) as applicable shall be a Measurement Date), the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately preceding such date, as applicable (a “Deemed Sale”); provided, that the Participant may elect to waive the Measurement Date described in (x) above by providing written notice to the General Partner at any time within the thirty days prior to thirty-month anniversary of the Effective Date in which event only the Measurement Date in (y) above shall apply and be a Deemed Sale with respect to such Participant. All Performance Vesting Shares shall vest

on such Deemed Sale to the extent the performance conditions are satisfied and all Performance Vesting Shares that do not vest on such Deemed Sale shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such Deemed Sale.  For the avoidance of doubt, no Performance Vesting Shares shall be forfeited on or in connection with a Measurement Date that is not a Deemed Sale or a Change in Control.

3.Defined Terms.  

a.“Advent” means Advent International Corporation.

b.“Advent Cash Amounts” means, as of any Measurement Date, without duplication, the sum of the following: (i) the amount of cash distributions, cash dividends and other cash proceeds received by the Advent Group on or prior to such Measurement Date in respect of any Advent Investments, including cash proceeds received from a partial liquidation of the Partnership; (ii) the amount of cash proceeds previously received by the Advent Group from the disposition of any non-cash proceeds (including non-cash distributions) received in exchange for, or in respect of, any Advent Investments prior to such Measurement Date; and (iii) an amount equal to the fair market value, as determined by the General Partner in its reasonable good faith discretion, of Marketable Securities received by the Advent Group (other than Marketable Securities of the IPO Issuer with respect to a Measurement Date that is not a Deemed Sale or deemed Measurement Date under Section 2(c)(i)) on or before such Measurement Date with respect to, or from the sale or other disposition of, any Advent Investments (in each of clauses (i), (ii) and (iii) net of any Unreimbursed Transaction Expenses). Notwithstanding anything to the contrary, none of the following shall be included in the calculation of “Advent Cash Amounts”: Tax Distributions pursuant to Section 5.01(c) of the Partnership Agreement, expense reimbursement, indemnification payments or similar amounts made to the Advent Group.  For the avoidance of doubt, “Advent Cash Amounts” shall include amounts deemed to be received by Advent Group under Section 2(c).

c.“Advent Group” shall mean Advent and its Affiliates.

d.“Advent Investment Amount” shall mean (without duplication) all Capital Contributions made by the Advent Group and all other cash amounts invested by the Advent Group in the Partnership or the Company, whether before, at or after the Closing Date.

e.“Advent Investments” shall mean, without duplication, the Advent Group’s Class A Units in the Partnership and any other investment included in the definition of Advent Investment Amount.

f.“Affiliate” shall have the meaning ascribed to such term in the Partnership Agreement.

g.“Capital Contribution” shall have the meaning ascribed to such term in the Partnership Agreement.

h.“Closing Date” means January 31, 2017.

i.“Change in Control” shall have the meaning set forth in the Plan, as in effect on the Distribution Date and without regard to any subsequent amendment to the definition of “Change in Control” therein.

j.“Effective Date” the date the Company’s Form 8-A is declared effective by the Securities and Exchange Commission.

k.“General Partner” shall have the meaning ascribed to such term in the Partnership Agreement.

l.“Marketable Securities” shall mean securities that are freely tradable on an established securities market without restriction received by the Advent Group from an unrelated third party, excluding, for the avoidance of doubt, Class A Units and Shares received by the Advent Group (including Shares received in a stock split, stock dividend or similar change in capital structure) in respect of its Class A Units.

m.“Measurement Date” means (i) a Change in Control and (ii) any date on which the Advent Group receives Advent Cash Amounts (and, for the avoidance of doubt, any date deemed a Measurement Date under Section 2(c)).

n.“MOIC” shall mean, as of any date of determination, the quotient obtained by dividing (i) the Advent Cash Amounts by (ii) the Advent Investment Amount.

o.“Plan” shall mean the Company’s 2021 Equity Incentive Plan.

p.“Unreimbursed Transaction Costs” means all out-of-pocket reasonable legal, accounting, financial advisor, brokerage and investment banking fees paid by the Advent Group and their Affiliates, which in the event of a Deemed Sale shall be estimated by the General Partner in good faith as if there were an actual sale of securities, excluding any amounts that are paid or reimbursed by the Partnership or its Subsidiaries.

4.Restrictions on Transfer. The Participantshallnot transfer, assign, encumber, pledge, chargeorotherwise dispose ofthe Shares of Restricted Stockorgrant anyproxywith respect thereto,except as specificallypermitted bythisAgreement or by the Company. Anyattemptedtransfer in violation ofthisAgreement shall be void and ofno effect and theCompany shall have the rightto disregardthesameonitsbooksand records andto issue “stoptransfer”instructionsto itstransferagent.

5.Forfeiture; Transfer. Unless otherwise set forth in an agreement between the Participant and the Company or the Participant and the Partnership, if a Participant’s service terminates for any reason, any and all unvested Restricted Stock shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such termination.The provisionsin Section 13of the Plan regarding Forfeiture shallapplytothe Shares, except that Section 13.2(a)(ii) and Section 13.3(a) shall not apply to the Participant’s Shares that are subject to this Agreement.

6.Rights as a Holder of Restricted Stock. Fromand aftertheDistribution Date, the Participant shall have,with respect totheshares ofRestricted Stock,all oftherightsofa holderofShares, including,withoutlimitation, theright to vote theShares, to receive and retain all regularcashdividendspayable to holdersofSharesofrecordon andafter the Distribution Date, andtoexercise all other rights, powersand privileges ofaholder of Shares with respect tothe Restricted Stock. Notwithstanding the foregoing, (a) the Participantshall notbeentitledtodeliveryofthe stockcertificateorcertificates representing theRestricted Stockuntil such Shares areno longer Restricted Stock; (b) if applicable, the Company(or itsdesignated agent)will maintain custodyofthe stockcertificate or certificates representing theRestricted Stockand anyother property(“RS Property”)issued inrespectof the RestrictedStock, includingstockdividends,at all times such Shares are Restricted Stock; (c) if cash dividends are paid with respect to the Restricted Stock, such dividends shall be subject to the same vesting terms as the Restricted Stock, and shall be paid or delivered only when the Restricted Stock vests; (d) no RS Propertywill bearinterestorbesegregated in separate accounts;and(e) the Participant shall not, directlyorindirectly,transfer the RestrictedStockinanymanner whatsoever.

7.Section 83(b) Election; Taxes. Within thirty(30) days following the Distribution Date, the Participant shall timelyand properly file an election underSection 83(b)of theCode with respect to the Restricted Stock. The Participantacknowledgesthatit ishisorher soleresponsibility,and not theCompany’s or the Partnership’s, totimelyand properly filean election underSection 83(b)of theCode,and anycorrespondingprovisionsof statetaxlaws. If the Participant does not timely and properly file and election under Section 83(b) of the Code, the Participantacknowledgesthat (a) no later thanthedateon which any Restricted Stockshall have become vested, theParticipantshall payto theCompany, ormake arrangementssatisfactoryto theCompanyregardingpaymentof, anyfederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested and(b)theCompanyshall, totheextentpermittedbylaw,have the rightto deduct fromanypaymentofanykind otherwise due totheParticipantanyFederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested,includingthat the Companymay,but shall not berequiredto,sell a number ofSharessufficient to coverapplicable withholding taxes.TheCompanymay hold assecurityanycertificatesrepresentingany Sharesand,upondemand oftheCompany, the Participant shall delivertothe Companyanycertificates in hisorher possession representing Sharestogether with astockpowerdulyendorsed in blank.

8.Legend.

a.Intheevent thatacertificateevidencing Restricted Stockis issued, the certificaterepresenting the Sharesshall have endorsed thereonthefollowing legends:

“THE   ANTICIPATION,  ALIENATION,  ATTACHMENT,  SALE, TRANSFER,ASSIGNMENT,PLEDGE,ENCUMBRANCEORCHARGEOF THESHARESOF COMMON STOCKREPRESENTEDHEREBYARESUBJECTTOTHE TERMSANDCONDITIONS ANAGREEMENTENTEREDINTOBETWEEN THEREGISTEREDOWNER, THE PARTNERSHIPANDTHECOMPANYEFFECTIVEASOF THE DISTRIBUTION DATE. COPIESOFSUCHAGREEMENTAREONFILEATTHEPRINCIPAL OFFICEOFTHE COMPANY.”

b.In addition to the legend set forth in Section 8(a) and above, until registered under the Securities Act, each certificate representing Shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

Anylegendrequiredto beplacedthereonbyapplicableblueskylawsof any state.Notwithstandingthe foregoing,innoeventshalltheCompany beobligated toissuea certificaterepresentingthe Restricted Stockprior to vesting assetforthinSection 2hereof.

9.Securities Representations. The Shares are being distributedtothe ParticipantandthisAgreement isbeing madein relianceupon thefollowing express representationsand warranties of the Participant.The Participantacknowledges, representsandwarrantsthat: (a) theParticipanthasbeenadvisedthattheParticipantmay bean“affiliate” withinthemeaningofRule144under theSecuritiesActand theCompany is relyingin partontheParticipant’s representationssetforthinthisSection 9; (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, theSharesmustbeheldindefinitelyby theParticipantunlessan exemption from the registration requirements of the Securities Actis available for the resale of suchSharesortheCompany filesanadditionalregistrationstatement(ora“re-offer prospectus”)withregardtotheresaleofsuchSharesandtheCompanyisundernoobligation toregistertheresaleofthe Shares(ortofile a“re-offerprospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that theexemptionfromregistrationunderRule144willnotbeavailable undercurrentlaw unless(i)apublictradingmarketthenexistsforthe Shares,(ii)adequate informationconcerningtheCompany isthenavailabletothepublic,and (iii)othertermsandconditionsofRule144orany exemptiontherefromarecompliedwithand thatanysale ofthe Shares maybe made onlyin limited amountsin accordance with such terms and conditions; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares.  

10.Not an Employment or Service Agreement. Neither theexecution of this Agreementnor the issuance oftheShareshereunderconstitute anagreement bytheCompany or any

of its Subsidiaries to employ or retainorto continueto employ or retainthe Participant during the entire,oranyportion of, theterm ofthisAgreement, includingbutnotlimitedto anyperiod duringwhich any Shares are outstanding.

11.Power of Attorney. The Partnership and the Company and their respective successorsandassigns, are herebyappointedthe attorney-in-fact, withfull powerofsubstitution,of theParticipantfor the purpose ofcarrying out the provisionsofthisAgreement andtakinganyaction and executing any instrumentswhich such attorney-in-factmaydeemnecessaryoradvisable to accomplish the purposeshereof, which appointment as attorney-in-fact isirrevocable and coupled with an interest.TheCompany and the Partnership, as attorney-in-factfor theParticipant, mayinthe nameandstead of the Participant,make andexecute all conveyances,assignmentsandtransfersoftheRestricted Stock, otherRSProperty,Sharesandpropertyprovided forherein,andthe Participanthereby ratifiesand confirmsthat which the Company or the Partnership, assaid attorney-in-fact, shall do by virtue hereof. Nevertheless, the Participantshall, ifso requested bythe Company or the Partnership,execute anddelivertothe Company or the Partnershipall such instrumentsasmay,inthejudgment oftheCompany or the Partnership,be advisable for this purpose.

12.Miscellaneous.

a.ThisAgreementshallinuretothebenefitofandbebindinguponthe partiesheretoand theirrespectiveheirs,personallegalrepresentatives,successors, trustees, administrators,distributees,deviseesandlegatees. TheCompany may assignto,andrequire, anysuccessor(whether directorindirect,bypurchase, merger, consolidation orotherwise)to all orsubstantiallyallofthe businessand/orassetsofthe Company oranyaffiliatetowhichthe Participantprovides servicestoexpressly assumeandagreeinwritingtoperformthisAgreement. Notwithstandingthe foregoing,theParticipantmaynotassignthisAgreementotherthanwith respecttoSharestransferredin compliance with thetermshereof.

b.ThisdistributionofRestrictedStockshallnotaffectinanywaytherightor poweroftheBoardorstockholdersoftheCompany tomakeorauthorizeanadjustment, recapitalizationorotherchangeinthecapitalstructureorthebusinessoftheCompany,any mergerorconsolidation oftheCompany orsubsidiaries,any issueofbonds,debentures, preferredorpriorpreferencestockaheadofor affectingtheCommonStock,thedissolutionor liquidationoftheCompany,anysaleortransferofallorpartofitsassetsorbusinessorany other corporateactorproceeding.

c.TheParticipantagreesthatanyotherRSPropertywillnotbetakenintoaccountas “salary”or“compensation”or“bonus”indeterminingtheamountofany paymentunderany pension,retirementorprofit-sharingplanoftheCompanyoranylifeinsurance,disabilityor other benefit plan of theCompany.

d.Nomodificationorwaiverofany oftheprovisionsofthisAgreementshall be effective unless in writing and signedbythepartyagainst whomitissought to beenforced.

e.ThisAgreementmaybeexecutedinoneormorecounterparts,allof which takentogether shall constituteonecontract.

f.Thefailureofanypartyheretoatanytimetorequireperformanceby anotherpartyofanyprovisionofthisAgreementshall notaffect the rightofsuch partyto require performanceofthatprovision,and anywaiverbyanypartyofanybreachofanyprovision ofthis Agreementshallnotbeconstruedasawaiverofany continuingorsucceedingbreachofsuch provision,a waiveroftheprovision itself, ora waiverofanyrightunder thisAgreement.

g.TheheadingsofthesectionsofthisAgreementhavebeeninsertedfor convenienceofreferenceonly andshallin noway restrictormodify any ofthe termsor provisionshereof.

h.Allnotices,consents, requests,approvals,instructionsand other communications provided  for herein shall be in writing and validly given or made when delivered,oronthe third succeeding business  dayafterbeingmailedbyregistered or certified mail,whicheverisearlier,to thepersonsentitledorrequiredto receivethesame,atthe addressessetforthattheheadingofthisAgreementortosuchotheraddressaseitherparty may designateby likenotice. NoticestotheCompany shallbeaddressedtotheCompensation CommitteeoftheBoard of Directors of Sovos Brands, Inc. c/o Corporate Secretary at Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710,withacopy toGeneralCounsel,Sovos Brands, Inc. 1901 Fourth St #200 Berkeley, CA 94710. Notices to the Participant shall be addressed to the address on file with the Company’s payroll department, or such address as subsequently provided by the Participant.

i.ThisAgreementshallbeconstrued,interpretedandgovernedandthe legalrelationshipsofthe partiesdeterminedinaccordancewiththeinternallawsoftheStateof Delawarewithoutreference torulesrelating toconflictsoflaw.

12.Provisions of Plan Control. Although the Restricted Stock subject to this Agreement is not granted under the Plan and the Shares are not registered on a Form S-8, except as expressly provided herein, the Agreementissubject to all theterms, conditionsand provisionsofthePlan mutatis mutandis,including,withoutlimitation, Section 16.2 (Amendment and Termination) thereof, andto suchrules, regulations andinterpretationsrelating to the Plan as may be adopted by the Committee and as may be in effect from time to time. Notwithstanding the foregoing, this Agreement may not be amended or terminated without the prior written consent of the Participant.  The Plan isincorporated herein byreference. A copyofthePlan hasbeendelivered tothe Participant.Ifandtothe extentthat thisAgreement expressly conflictswith theterms, conditionsand provisions ofthe Plan, this Agreement shall control. Unless otherwise indicated,anycapitalized termused butnotdefinedhereinshall have the meaning ascribed tosuchterm in thePlan or the Incentive Unit Grant Agreement, as applicable.ThisAgreementcontains theentire understandingof theparties with respecttothesubjectmatterhereof (other than anyother documentsexpresslycontemplatedhereinor in the Plan)andsupersedesanyprioragreements between the Companyand theParticipant or between the Partnership and the Participant other than the Incentive Unit Grant Agreement.

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Sovos Brands, Inc.

/s/ Todd Lachman

By: Todd Lachman

Title: President and CEO

Sovos Brands Limited Partnership

/s/ Todd Lachman

By: Todd Lachman

Title: Authorized Signatory

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Participant

/s/ Christopher Hall

Name:

EX-10.23

Exhibit 10.23

RESTRICTED STOCK AGREEMENT

(corrected)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effectiveSeptember 22, 2021 (the “Distribution Date”), is entered into byand among Sovos Brands, Inc., a Delawarecorporation (the“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), andWilliam R. Johnson (the“Participant”).

R E C I T A L S

WHEREAS, the Partnership holds Common Stock, par value $0.001 per share, of the Company (the “Shares”);

WHEREAS, as of the Distribution Date, the Participant holds Incentive Units of the Partnership that were granted pursuant to the terms of (i) an Incentive Unit Grant Agreement, dated June 27, 2017, (ii) an Incentive Unit Grant Agreement, dated August 29, 2017, and (iii) an Incentive Unit Grant Agreement, dated May 1, 2019, in each case, between the Participant and the Partnership (as each such agreement was amended effective as of September 8, 2021, the “Incentive Unit Grant Agreement”); and

WHEREAS, the Partnershipwishes to distribute totheParticipant the number of Shares setforth below, subject to certain restrictions as set forth in this Agreement.

NOW,THEREFORE, the Partnership, the Companyandthe Participantagreeasfollows:

1.Distribution of Restricted Stock. Subject totheterms, conditionsand restrictionsof thisAgreement and the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, dated as of January 31, 2017 and as amended September 25, 2019 and June 6, 2021 (as may be further amended, amended and restated or modified from time to time (the “Partnership Agreement”), the Partnership hereby agrees to distribute totheParticipant 324,410Shareson the Distribution Date.The Participant acknowledges and agrees that such Sharesare subject to certainrestrictions set forth in Section 2 of this Agreement,which restrictionsshall expire in accordancewith the terms of Section 2 of this Agreement.Whilesuch restrictionsare in effect, theSharessubject to suchrestrictionsshall be referredto herein as“RestrictedStock.”

2.Vesting. The Restricted Stock shall become vested and cease to be Restricted Stock as described in this Section 2.

a.Time-Vesting.

(i) 6,896 Shares of RestrictedStock shall vest in five (5)substantially equal quarterly installments, with the first vesting date occurring on November 20, 2021, subject to theParticipant’scontinuous service with the Company or one of its Subsidiaries on the applicable vesting date.  

(ii) Inthe eventof a Changein Control, the Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(a)shall becomefullyvestedimmediatelyprior totheChange inControl, subject to theParticipant’scontinuous service with the Company or one of its Subsidiaries at such time, and cease tobe Restricted Stock.

b.Performance Vesting. The Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(b) shall be referred to herein as “Performance Vesting Shares.”

(i) 64,664 Shares of RestrictedStock (the “Tranche 1 Performance Shares”) shall vest on any Measurement Date on which the Advent Group achieves a MOIC equal to at least two (2), subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, the Tranche 1 Performance Units shall not vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of less than two (2).

(ii) 68,964 Shares of RestrictedStock (the “Tranche 2 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two (2) and two and one-half (2.5) on any Measurement Date, subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 2 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least two and one-half (2.5).

(iii) 91,916 Shares of RestrictedStock (the “Tranche 3 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two and one-half (2.5) and three (3) on any Measurement Date, subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 3 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least three (3).

(iv) 91,970 Shares of RestrictedStock (the “Tranche 4 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of three (3) and four (4) on any Measurement Date, subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 4 Performance Shares shall vest if the Advent

Group receives Advent Cash Amounts resulting in a MOIC of at least four (4).

(v) Any Performance Vesting Shares that have not vested in connection with a Change in Control (after taking into account Performance Vesting Shares that vest in connection with such Change in Control) shall be forfeited, transferred and contributed to the Partnership for no consideration following such Change in Control.

(vi) Calculation of MOIC. The Advent Group’s MOIC shall be determined in accordance with the terms of the Incentive Unit Grant Agreement, including Section 2.3(b)(vi). For the avoidance of doubt, the determination of the Advent Group’s MOIC for the purpose of determining vesting of Restricted Stock shall in all events be consistent with the determination of the Advent Group’s MOIC for the purpose of determining the vesting of Incentive Units under the Incentive Unit Grant Agreement.  

c. Deemed Sale Events.

(i) To the extent the Tranche 1 Performance Shares remain unvested as of the thirtieth (30th) trading day following the Effective Date, such date shall be deemed to be a Measurement Date and the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately following the Effective Date (including, for the avoidance of doubt, the Effective Date). The Tranche 1 Performance Shares shall vest to the extent that the Advent Group achieves a MOIC of at least two (2.0) on such Measurement Date (including, for the avoidance of doubt, all Shares deemed to be sold for cash and all prior receipts of Advent Cash Amounts). If the Advent Group does not achieve a MOIC of at least two (2.0) on such Measurement Date, the Tranche 1 Performance Shares will remain outstanding and eligible to vest in accordance with Section 2(b) and Section 2(c).

(ii) On the earlier of (x) the thirty-month anniversary of the Effective Date and (y) the first date on which the Advent Group ceases to hold Shares representing at least twenty-five percent (25%) of the number of equity securities of the Partnership held by the Advent Group immediately prior to the Effective Date (taking into account adjustments for changes in capital structure) ((x) or (y) as applicable shall be a Measurement Date), the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately preceding such date, as applicable (a “Deemed Sale”); provided, that the Participant may elect to waive the Measurement Date described in (x) above by providing written notice

to the General Partner at any time within the thirty days prior to thirty-month anniversary of the Effective Date in which event only the Measurement Date in (y) above shall apply and be a Deemed Sale with respect to such Participant. All Performance Vesting Shares shall vest on such Deemed Sale to the extent the performance conditions are satisfied and all Performance Vesting Shares that do not vest on such Deemed Sale shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such Deemed Sale.  For the avoidance of doubt, no Performance Vesting Shares shall be forfeited on or in connection with a Measurement Date that is not a Deemed Sale or a Change in Control.

3.Defined Terms.  

a.“Advent” means Advent International Corporation.

b.“Advent Cash Amounts” means, as of any Measurement Date, without duplication, the sum of the following: (i) the amount of cash distributions, cash dividends and other cash proceeds received by the Advent Group on or prior to such Measurement Date in respect of any Advent Investments, including cash proceeds received from a partial liquidation of the Partnership; (ii) the amount of cash proceeds previously received by the Advent Group from the disposition of any non-cash proceeds (including non-cash distributions) received in exchange for, or in respect of, any Advent Investments prior to such Measurement Date; and (iii) an amount equal to the fair market value, as determined by the General Partner in its reasonable good faith discretion, of Marketable Securities received by the Advent Group (other than Marketable Securities of the IPO Issuer with respect to a Measurement Date that is not a Deemed Sale or deemed Measurement Date under Section 2(c)(i)) on or before such Measurement Date with respect to, or from the sale or other disposition of, any Advent Investments (in each of clauses (i), (ii) and (iii) net of any Unreimbursed Transaction Expenses). Notwithstanding anything to the contrary, none of the following shall be included in the calculation of “Advent Cash Amounts”: Tax Distributions pursuant to Section 5.01(c) of the Partnership Agreement, expense reimbursement, indemnification payments or similar amounts made to the Advent Group.  For the avoidance of doubt, “Advent Cash Amounts” shall include amounts deemed to be received by Advent Group under Section 2(c).

c.“Advent Group” shall mean Advent and its Affiliates.

d.“Advent Investment Amount” shall mean (without duplication) all Capital Contributions made by the Advent Group and all other cash amounts invested by the Advent Group in the Partnership or the Company, whether before, at or after the Closing Date.

e.“Advent Investments” shall mean, without duplication, the Advent Group’s Class A Units in the Partnership and any other investment included in the definition of Advent Investment Amount.

f.“Affiliate” shall have the meaning ascribed to such term in the Partnership Agreement.

g.“Capital Contribution” shall have the meaning ascribed to such term in the Partnership Agreement.

h.“Closing Date” means January 31, 2017.

i.“Change in Control” shall have the meaning set forth in the Plan, as in effect on the Distribution Date and without regard to any subsequent amendment to the definition of “Change in Control” therein.

j.“Effective Date” the date the Company’s Form 8-A is declared effective by the Securities and Exchange Commission.

k.“General Partner” shall have the meaning ascribed to such term in the Partnership Agreement.

l.“Marketable Securities” shall mean securities that are freely tradable on an established securities market without restriction received by the Advent Group from an unrelated third party, excluding, for the avoidance of doubt, Class A Units and Shares received by the Advent Group (including Shares received in a stock split, stock dividend or similar change in capital structure) in respect of its Class A Units.

m.“Measurement Date” means (i) a Change in Control and (ii) any date on which the Advent Group receives Advent Cash Amounts (and, for the avoidance of doubt, any date deemed a Measurement Date under Section 2(c)).

n.“MOIC” shall mean, as of any date of determination, the quotient obtained by dividing (i) the Advent Cash Amounts by (ii) the Advent Investment Amount.

o.“Plan” shall mean the Company’s 2021 Equity Incentive Plan.

p.“Unreimbursed Transaction Costs” means all out-of-pocket reasonable legal, accounting, financial advisor, brokerage and investment banking fees paid by the Advent Group and their Affiliates, which in the event of a Deemed Sale shall be estimated by the General Partner in good faith as if there were an actual sale of securities, excluding any amounts that are paid or reimbursed by the Partnership or its Subsidiaries.

4.Restrictions on Transfer. The Participantshallnot transfer, assign, encumber, pledge, chargeorotherwise dispose ofthe Shares of Restricted Stockorgrant anyproxywith respect thereto,except as specificallypermitted bythisAgreement or by the Company. Anyattemptedtransfer in violation ofthisAgreement shall be void and ofno effect and theCompany shall have the rightto disregardthesameonitsbooksand records andto issue “stoptransfer”instructionsto itstransferagent.

5.Forfeiture; Transfer. Unless otherwise set forth in an agreement between the Participant and the Company or the Participant and the Partnership, if a Participant’s service terminates for any reason, any and all unvested Restricted Stock shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such termination.The provisionsin Section 13of the Plan regarding Forfeiture shallapplytothe Shares, except that Section 13.2(a)(ii) and Section 13.3(a) shall not apply to the Participant’s Shares that are subject to this Agreement.

6.Rights as a Holder of Restricted Stock. Fromand aftertheDistribution Date, the Participant shall have,with respect totheshares ofRestricted Stock,all oftherightsofa holderofShares, including,withoutlimitation, theright to vote theShares, to receive and retain all regularcashdividendspayable to holdersofSharesofrecordon andafter the Distribution Date, andtoexercise all other rights, powersand privileges ofaholder of Shares with respect tothe Restricted Stock. Notwithstanding the foregoing, (a) the Participantshall notbeentitledtodeliveryofthe stockcertificateorcertificates representing theRestricted Stockuntil such Shares areno longer Restricted Stock; (b) if applicable, the Company(or itsdesignated agent)will maintain custodyofthe stockcertificate or certificates representing theRestricted Stockand anyother property(“RS Property”)issued inrespectof the RestrictedStock, includingstockdividends,at all times such Shares are Restricted Stock; (c) if cash dividends are paid with respect to the Restricted Stock, such dividends shall be subject to the same vesting terms as the Restricted Stock, and shall be paid or delivered only when the Restricted Stock vests; (d) no RS Propertywill bearinterestorbesegregated in separate accounts;and(e) the Participant shall not, directlyorindirectly,transfer the RestrictedStockinanymanner whatsoever.

7.Section 83(b) Election; Taxes. Within thirty(30) days following the Distribution Date, the Participant shall timelyand properly file an election underSection 83(b)of theCode with respect to the Restricted Stock. The Participantacknowledgesthatit ishisorher soleresponsibility,and not theCompany’s or the Partnership’s, totimelyand properly filean election underSection 83(b)of theCode,and anycorrespondingprovisionsof statetaxlaws. If the Participant does not timely and properly file and election under Section 83(b) of the Code, the Participantacknowledgesthat (a) no later thanthedateon which any Restricted Stockshall have become vested, theParticipantshall payto theCompany, ormake arrangementssatisfactoryto theCompanyregardingpaymentof, anyfederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested and(b)theCompanyshall, totheextentpermittedbylaw,have the rightto deduct fromanypaymentofanykind otherwise due totheParticipantanyFederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested,includingthat the Companymay,but shall not berequiredto,sell a number ofSharessufficient to coverapplicable withholding taxes.TheCompanymay hold assecurityanycertificatesrepresentingany Sharesand,upondemand oftheCompany, the Participant shall delivertothe Companyanycertificates in hisorher possession representing Sharestogether with astockpowerdulyendorsed in blank.

8.Legend.

a.Intheevent thatacertificateevidencing Restricted Stockis

issued, the certificaterepresenting the Sharesshall have endorsed thereonthefollowing legends:

“THE   ANTICIPATION,  ALIENATION,  ATTACHMENT,  SALE, TRANSFER,ASSIGNMENT,PLEDGE,ENCUMBRANCEORCHARGEOF THESHARESOF COMMON STOCKREPRESENTEDHEREBYARESUBJECTTOTHE TERMSANDCONDITIONS ANAGREEMENTENTEREDINTOBETWEEN THEREGISTEREDOWNER, THE PARTNERSHIPANDTHECOMPANYEFFECTIVEASOF THE DISTRIBUTION DATE. COPIESOFSUCHAGREEMENTAREONFILEATTHEPRINCIPAL OFFICEOFTHE COMPANY.”

b.In addition to the legend set forth in Section 8(a) and above, until registered under the Securities Act, each certificate representing Shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

Anylegendrequiredto beplacedthereonbyapplicableblueskylawsof any state.Notwithstandingthe foregoing,innoeventshalltheCompany beobligated toissuea certificaterepresentingthe Restricted Stockprior to vesting assetforthinSection 2hereof.

9.Securities Representations. The Shares are being distributedtothe ParticipantandthisAgreement isbeing madein relianceupon thefollowing express representationsand warranties of the Participant.The Participantacknowledges, representsandwarrantsthat: (a) theParticipanthasbeenadvisedthattheParticipantmay bean“affiliate” withinthemeaningofRule144under theSecuritiesActand theCompany is relyingin partontheParticipant’s representationssetforthinthisSection 9; (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, theSharesmustbeheldindefinitelyby theParticipantunlessan exemption from the registration requirements of the Securities Actis available for the resale of suchSharesortheCompany filesanadditionalregistrationstatement(ora“re-offer prospectus”)withregardtotheresaleofsuchSharesandtheCompanyisundernoobligation toregistertheresaleofthe Shares(ortofile a“re-offerprospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that theexemptionfromregistrationunderRule144willnotbeavailable undercurrentlaw unless(i)apublictradingmarketthenexistsforthe Shares,(ii)adequate informationconcerningtheCompany isthenavailabletothepublic,and (iii)othertermsandconditions

ofRule144orany exemptiontherefromarecompliedwithand thatanysale ofthe Shares maybe made onlyin limited amountsin accordance with such terms and conditions; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares.  

10.Not an Employment or Service Agreement. Neither theexecution of this Agreementnor the issuance oftheShareshereunderconstitute anagreement bytheCompany or any of its Subsidiaries to employ or retainorto continueto employ or retainthe Participant during the entire,oranyportion of, theterm ofthisAgreement, includingbutnotlimitedto anyperiod duringwhich any Shares are outstanding.

11.Power of Attorney. The Partnership and the Company and their respective successorsandassigns, are herebyappointedthe attorney-in-fact, withfull powerofsubstitution,of theParticipantfor the purpose ofcarrying out the provisionsofthisAgreement andtakinganyaction and executing any instrumentswhich such attorney-in-factmaydeemnecessaryoradvisable to accomplish the purposeshereof, which appointment as attorney-in-fact isirrevocable and coupled with an interest.TheCompany and the Partnership, as attorney-in-factfor theParticipant, mayinthe nameandstead of the Participant,make andexecute all conveyances,assignmentsandtransfersoftheRestricted Stock, otherRSProperty,Sharesandpropertyprovided forherein,andthe Participanthereby ratifiesand confirmsthat which the Company or the Partnership, assaid attorney-in-fact, shall do by virtue hereof. Nevertheless, the Participantshall, ifso requested bythe Company or the Partnership,execute anddelivertothe Company or the Partnershipall such instrumentsasmay,inthejudgment oftheCompany or the Partnership,be advisable for this purpose.

12.Miscellaneous.

a.ThisAgreementshallinuretothebenefitofandbebindinguponthe partiesheretoand theirrespectiveheirs,personallegalrepresentatives,successors, trustees, administrators,distributees,deviseesandlegatees. TheCompany may assignto,andrequire, anysuccessor(whether directorindirect,bypurchase, merger, consolidation orotherwise)to all orsubstantiallyallofthe businessand/orassetsofthe Company oranyaffiliatetowhichthe Participantprovides servicestoexpressly assumeandagreeinwritingtoperformthisAgreement. Notwithstandingthe foregoing,theParticipantmaynotassignthisAgreementotherthanwith respecttoSharestransferredin compliance with thetermshereof.

b.ThisdistributionofRestrictedStockshallnotaffectinanywaytherightor poweroftheBoardorstockholdersoftheCompany tomakeorauthorizeanadjustment, recapitalizationorotherchangeinthecapitalstructureorthebusinessoftheCompany,any mergerorconsolidation oftheCompany orsubsidiaries,any issueofbonds,debentures, preferredorpriorpreferencestockaheadofor affectingtheCommonStock,thedissolutionor liquidationoftheCompany,anysaleortransferofallorpartofitsassetsorbusinessorany other corporateactorproceeding.

c.TheParticipantagreesthatanyotherRSPropertywillnotbetakenintoaccountas “salary”or“compensation”or“bonus”indeterminingtheamountofany paymentunder

any pension,retirementorprofit-sharingplanoftheCompanyoranylifeinsurance,disabilityor other benefit plan of theCompany.

d.Nomodificationorwaiverofany oftheprovisionsofthisAgreementshall be effective unless in writing and signedbythepartyagainst whomitissought to beenforced.

e.ThisAgreementmaybeexecutedinoneormorecounterparts,allof which takentogether shall constituteonecontract.

f.Thefailureofanypartyheretoatanytimetorequireperformanceby anotherpartyofanyprovisionofthisAgreementshall notaffect the rightofsuch partyto require performanceofthatprovision,and anywaiverbyanypartyofanybreachofanyprovision ofthis Agreementshallnotbeconstruedasawaiverofany continuingorsucceedingbreachofsuch provision,a waiveroftheprovision itself, ora waiverofanyrightunder thisAgreement.

g.TheheadingsofthesectionsofthisAgreementhavebeeninsertedfor convenienceofreferenceonly andshallin noway restrictormodify any ofthe termsor provisionshereof.

h.Allnotices,consents, requests,approvals,instructionsand other communications provided  for herein shall be in writing and validly given or made when delivered,oronthe third succeeding business  dayafterbeingmailedbyregistered or certified mail,whicheverisearlier,to thepersonsentitledorrequiredto receivethesame,atthe addressessetforthattheheadingofthisAgreementortosuchotheraddressaseitherparty may designateby likenotice. NoticestotheCompany shallbeaddressedtotheCompensation CommitteeoftheBoard of Directors of Sovos Brands, Inc. c/o Corporate Secretary at Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710,withacopy toGeneralCounsel,Sovos Brands, Inc. 1901 Fourth St #200 Berkeley, CA 94710. Notices to the Participant shall be addressed to the address on file with the Company’s payroll department, or such address as subsequently provided by the Participant.

i.ThisAgreementshallbeconstrued,interpretedandgovernedandthe legalrelationshipsofthe partiesdeterminedinaccordancewiththeinternallawsoftheStateof Delawarewithoutreference torulesrelating toconflictsoflaw.

12.Provisions of Plan Control. Although the Restricted Stock subject to this Agreement is not granted under the Plan and the Shares are not registered on a Form S-8, except as expressly provided herein, the Agreementissubject to all theterms, conditionsand provisionsofthePlan mutatis mutandis,including,withoutlimitation, Section 16.2 (Amendment and Termination) thereof, andto suchrules, regulations andinterpretationsrelating to the Plan as may be adopted by the Committee and as may be in effect from time to time. Notwithstanding the foregoing, this Agreement may not be amended or terminated without the prior written consent of the Participant.  The Plan isincorporated herein byreference. A copyofthePlan hasbeendelivered tothe Participant.Ifandtothe extentthat thisAgreement expressly conflictswith theterms, conditionsand provisions ofthe Plan, this Agreement shall control. Unless otherwise indicated,anycapitalized termused butnotdefinedhereinshall have the meaning ascribed tosuchterm in thePlan or the Incentive Unit Grant Agreement, as applicable.ThisAgreementcontains theentire understandingof theparties with respecttothesubjectmatterhereof (other than anyother documentsexpresslycontemplatedhereinor in the Plan)andsupersedesanyprioragreements between the Companyand theParticipant or between the Partnership and the Participant other than the Incentive Unit Grant Agreement.

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Sovos Brands, Inc.

/s/ Todd Lachman

By: Todd Lachman

Title: President and CEO

Sovos Brands Limited Partnership

/s/ Todd Lachman

By: Todd Lachman

Title: Authorized Signatory

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Participant

/s/ William (Bill) Johnson

Name: William (Bill) Johnson

EX-10.24

Exhibit 10.24

RESTRICTED STOCK AGREEMENT

(corrected)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effectiveSeptember 22, 2021 (the “Distribution Date”), is entered into byand among Sovos Brands, Inc., a Delawarecorporation (the“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), andDaniel L. Poland (the“Participant”).

R E C I T A L S

WHEREAS, the Partnership holds Common Stock, par value $0.001 per share, of the Company (the “Shares”);

WHEREAS, as of the Distribution Date, the Participant holds Incentive Units of the Partnership that were granted pursuant to the terms of (i) an Incentive Unit Grant Agreement, dated August 16, 2019, between the Participant and the Partnership (as such agreement was amended effective as of September 8, 2021, the “Incentive Unit Grant Agreement”); and

WHEREAS, the Partnershipwishes to distribute totheParticipant the number of Shares setforth below, subject to certain restrictions as set forth in this Agreement.

NOW,THEREFORE, the Partnership, the Companyandthe Participantagreeasfollows:

1.Distribution of Restricted Stock. Subject totheterms, conditionsand restrictionsof thisAgreement and the Second Amended and Restated Agreement of Limited Partnership of Sovos Brands Limited Partnership, dated as of January 31, 2017 and as amended September 25, 2019 and June 6, 2021 (as may be further amended, amended and restated or modified from time to time (the “Partnership Agreement”), the Partnership hereby agrees to distribute totheParticipant 15,322Shareson the Distribution Date.The Participant acknowledges and agrees that such Sharesare subject to certainrestrictions set forth in Section 2 of this Agreement,which restrictionsshall expire in accordancewith the terms of Section 2 of this Agreement.Whilesuch restrictionsare in effect, theSharessubject to suchrestrictionsshall be referredto herein as“RestrictedStock.”

2.Vesting. The Restricted Stock shall become vested and cease to be Restricted Stock as described in this Section 2.

a.Time-Vesting.

(i) 1,332 Shares of RestrictedStock shall vest in eight (8)substantially equal quarterly installments, with the first vesting date occurring on October 1, 2021, subject to theParticipant’scontinuous service with the Company or one of its Subsidiaries on the applicable vesting date.  

(ii) Inthe eventof a Changein Control, the Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(a)shall becomefullyvestedimmediatelyprior totheChange inControl, subject to the

Participant’scontinuous service with the Company or one of its Subsidiaries at such time, and cease tobe Restricted Stock.

b.Performance Vesting. The Shares of Restricted Stock that are eligible to vest pursuant to this Section 2(b) shall be referred to herein as “Performance Vesting Shares.”

(i) 2,833 Shares of RestrictedStock (the “Tranche 1 Performance Shares”) shall vest on any Measurement Date on which the Advent Group achieves a MOIC equal to at least two (2), subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, the Tranche 1 Performance Units shall not vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of less than two (2).

(ii) 3,043 Shares of RestrictedStock (the “Tranche 2 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two (2) and two and one-half (2.5) on any Measurement Date, subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 2 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least two and one-half (2.5).

(iii) 4,056 Shares of RestrictedStock (the “Tranche 3 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of two and one-half (2.5) and three (3) on any Measurement Date, subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 3 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least three (3).

(iv) 4,058 Shares of RestrictedStock (the “Tranche 4 Performance Shares”) shall vest on the basis of linear interpolation between the Advent Group’s achievement of a MOIC of three (3) and four (4) on any Measurement Date, subject to the Participant's continuous service with the Company or one of its Subsidiaries through such Measurement Date. For the avoidance of doubt, one-hundred percent (100%) of the Tranche 4 Performance Shares shall vest if the Advent Group receives Advent Cash Amounts resulting in a MOIC of at least four (4).

(v) Any Performance Vesting Shares that have not vested in connection with a Change in Control (after taking into account Performance

Vesting Shares that vest in connection with such Change in Control) shall be forfeited, transferred and contributed to the Partnership for no consideration following such Change in Control.

(vi) Calculation of MOIC. The Advent Group’s MOIC shall be determined in accordance with the terms of the Incentive Unit Grant Agreement, including Section 2.3(b)(vi). For the avoidance of doubt, the determination of the Advent Group’s MOIC for the purpose of determining vesting of Restricted Stock shall in all events be consistent with the determination of the Advent Group’s MOIC for the purpose of determining the vesting of Incentive Units under the Incentive Unit Grant Agreement.  

c. Deemed Sale Events.

(i) To the extent the Tranche 1 Performance Shares remain unvested as of the thirtieth (30th) trading day following the Effective Date, such date shall be deemed to be a Measurement Date and the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately following the Effective Date (including, for the avoidance of doubt, the Effective Date). The Tranche 1 Performance Shares shall vest to the extent that the Advent Group achieves a MOIC of at least two (2.0) on such Measurement Date (including, for the avoidance of doubt, all Shares deemed to be sold for cash and all prior receipts of Advent Cash Amounts). If the Advent Group does not achieve a MOIC of at least two (2.0) on such Measurement Date, the Tranche 1 Performance Shares will remain outstanding and eligible to vest in accordance with Section 2(b) and Section 2(c).

(ii) On the earlier of (x) the thirty-month anniversary of the Effective Date and (y) the first date on which the Advent Group ceases to hold Shares representing at least twenty-five percent (25%) of the number of equity securities of the Partnership held by the Advent Group immediately prior to the Effective Date (taking into account adjustments for changes in capital structure) ((x) or (y) as applicable shall be a Measurement Date), the Advent Group shall be deemed to sell for cash all of the Shares then held by the Advent Group at the volume-weighted average price of the Shares during the thirty (30) consecutive trading days immediately preceding such date, as applicable (a “Deemed Sale”); provided, that the Participant may elect to waive the Measurement Date described in (x) above by providing written notice to the General Partner at any time within the thirty days prior to thirty-month anniversary of the Effective Date in which event only the Measurement Date in (y) above shall apply and be a Deemed Sale with respect to such Participant. All Performance Vesting Shares shall vest on such Deemed Sale to the extent the performance conditions are

satisfied and all Performance Vesting Shares that do not vest on such Deemed Sale shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such Deemed Sale.  For the avoidance of doubt, no Performance Vesting Shares shall be forfeited on or in connection with a Measurement Date that is not a Deemed Sale or a Change in Control.

3.Defined Terms.  

a.“Advent” means Advent International Corporation.

b.“Advent Cash Amounts” means, as of any Measurement Date, without duplication, the sum of the following: (i) the amount of cash distributions, cash dividends and other cash proceeds received by the Advent Group on or prior to such Measurement Date in respect of any Advent Investments, including cash proceeds received from a partial liquidation of the Partnership; (ii) the amount of cash proceeds previously received by the Advent Group from the disposition of any non-cash proceeds (including non-cash distributions) received in exchange for, or in respect of, any Advent Investments prior to such Measurement Date; and (iii) an amount equal to the fair market value, as determined by the General Partner in its reasonable good faith discretion, of Marketable Securities received by the Advent Group (other than Marketable Securities of the IPO Issuer with respect to a Measurement Date that is not a Deemed Sale or deemed Measurement Date under Section 2(c)(i)) on or before such Measurement Date with respect to, or from the sale or other disposition of, any Advent Investments (in each of clauses (i), (ii) and (iii) net of any Unreimbursed Transaction Expenses). Notwithstanding anything to the contrary, none of the following shall be included in the calculation of “Advent Cash Amounts”: Tax Distributions pursuant to Section 5.01(c) of the Partnership Agreement, expense reimbursement, indemnification payments or similar amounts made to the Advent Group.  For the avoidance of doubt, “Advent Cash Amounts” shall include amounts deemed to be received by Advent Group under Section 2(c).

c.“Advent Group” shall mean Advent and its Affiliates.

d.“Advent Investment Amount” shall mean (without duplication) all Capital Contributions made by the Advent Group and all other cash amounts invested by the Advent Group in the Partnership or the Company, whether before, at or after the Closing Date.

e.“Advent Investments” shall mean, without duplication, the Advent Group’s Class A Units in the Partnership and any other investment included in the definition of Advent Investment Amount.

f.“Affiliate” shall have the meaning ascribed to such term in the Partnership Agreement.

g.“Capital Contribution” shall have the meaning ascribed to such term in the Partnership Agreement.

h.“Closing Date” means January 31, 2017.

i.“Change in Control” shall have the meaning set forth in the Plan, as in

effect on the Distribution Date and without regard to any subsequent amendment to the definition of “Change in Control” therein.

j.“Effective Date” the date the Company’s Form 8-A is declared effective by the Securities and Exchange Commission.

k.“General Partner” shall have the meaning ascribed to such term in the Partnership Agreement.

l.“Marketable Securities” shall mean securities that are freely tradable on an established securities market without restriction received by the Advent Group from an unrelated third party, excluding, for the avoidance of doubt, Class A Units and Shares received by the Advent Group (including Shares received in a stock split, stock dividend or similar change in capital structure) in respect of its Class A Units.

m.“Measurement Date” means (i) a Change in Control and (ii) any date on which the Advent Group receives Advent Cash Amounts (and, for the avoidance of doubt, any date deemed a Measurement Date under Section 2(c)).

n.“MOIC” shall mean, as of any date of determination, the quotient obtained by dividing (i) the Advent Cash Amounts by (ii) the Advent Investment Amount.

o.“Plan” shall mean the Company’s 2021 Equity Incentive Plan.

p.“Unreimbursed Transaction Costs” means all out-of-pocket reasonable legal, accounting, financial advisor, brokerage and investment banking fees paid by the Advent Group and their Affiliates, which in the event of a Deemed Sale shall be estimated by the General Partner in good faith as if there were an actual sale of securities, excluding any amounts that are paid or reimbursed by the Partnership or its Subsidiaries.

4.Restrictions on Transfer. The Participantshallnot transfer, assign, encumber, pledge, chargeorotherwise dispose ofthe Shares of Restricted Stockorgrant anyproxywith respect thereto,except as specificallypermitted bythisAgreement or by the Company. Anyattemptedtransfer in violation ofthisAgreement shall be void and ofno effect and theCompany shall have the rightto disregardthesameonitsbooksand records andto issue “stoptransfer”instructionsto itstransferagent.

5.Forfeiture; Transfer. Unless otherwise set forth in an agreement between the Participant and the Company or the Participant and the Partnership, if a Participant’s service terminates for any reason, any and all unvested Restricted Stock shall be forfeited, transferred and contributed to the Partnership for no consideration immediately upon such termination.The provisionsin Section 13of the Plan regarding Forfeiture shallapplytothe Shares, except that Section 13.2(a)(ii) and Section 13.3(a) shall not apply to the Participant’s Shares that are subject to this Agreement.

6.Rights as a Holder of Restricted Stock. Fromand aftertheDistribution Date, the Participant shall have,with respect totheshares ofRestricted Stock,all oftherightsofa holderofShares, including,withoutlimitation, theright to vote theShares, to receive and retain all regularcashdividendspayable to holdersofSharesofrecordon andafter the Distribution Date, andto

exercise all other rights, powersand privileges ofaholder of Shares with respect tothe Restricted Stock. Notwithstanding the foregoing, (a) the Participantshall notbeentitledtodeliveryofthe stockcertificateorcertificates representing theRestricted Stockuntil such Shares areno longer Restricted Stock; (b) if applicable, the Company(or itsdesignated agent)will maintain custodyofthe stockcertificate or certificates representing theRestricted Stockand anyother property(“RS Property”)issued inrespectof the RestrictedStock, includingstockdividends,at all times such Shares are Restricted Stock; (c) if cash dividends are paid with respect to the Restricted Stock, such dividends shall be subject to the same vesting terms as the Restricted Stock, and shall be paid or delivered only when the Restricted Stock vests; (d) no RS Propertywill bearinterestorbesegregated in separate accounts;and(e) the Participant shall not, directlyorindirectly,transfer the RestrictedStockinanymanner whatsoever.

7.Section 83(b) Election; Taxes. Within thirty(30) days following the Distribution Date, the Participant shall timelyand properly file an election underSection 83(b)of theCode with respect to the Restricted Stock. The Participantacknowledgesthatit ishisorher soleresponsibility,and not theCompany’s or the Partnership’s, totimelyand properly filean election underSection 83(b)of theCode,and anycorrespondingprovisionsof statetaxlaws. If the Participant does not timely and properly file and election under Section 83(b) of the Code, the Participantacknowledgesthat (a) no later thanthedateon which any Restricted Stockshall have become vested, theParticipantshall payto theCompany, ormake arrangementssatisfactoryto theCompanyregardingpaymentof, anyfederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested and(b)theCompanyshall, totheextentpermittedbylaw,have the rightto deduct fromanypaymentofanykind otherwise due totheParticipantanyFederal,stateor local taxes ofanykindrequired by lawto bewithheld with respect toany Restricted Stockwhich shall have becomeso vested,includingthat the Companymay,but shall not berequiredto,sell a number ofSharessufficient to coverapplicable withholding taxes.TheCompanymay hold assecurityanycertificatesrepresentingany Sharesand,upondemand oftheCompany, the Participant shall delivertothe Companyanycertificates in hisorher possession representing Sharestogether with astockpowerdulyendorsed in blank.

8.Legend.

a.Intheevent thatacertificateevidencing Restricted Stockis issued, the certificaterepresenting the Sharesshall have endorsed thereonthefollowing legends:

“THE   ANTICIPATION,  ALIENATION,  ATTACHMENT,  SALE, TRANSFER,ASSIGNMENT,PLEDGE,ENCUMBRANCEORCHARGEOF THESHARESOF COMMON STOCKREPRESENTEDHEREBYARESUBJECTTOTHE TERMSANDCONDITIONS ANAGREEMENTENTEREDINTOBETWEEN THEREGISTEREDOWNER, THE PARTNERSHIPANDTHECOMPANYEFFECTIVEASOF THE DISTRIBUTION DATE. COPIESOFSUCHAGREEMENTAREONFILEATTHEPRINCIPAL OFFICEOFTHE COMPANY.”

b.In addition to the legend set forth in Section 8(a) and above, until registered under the Securities Act, each certificate representing Shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

Anylegendrequiredto beplacedthereonbyapplicableblueskylawsof any state.Notwithstandingthe foregoing,innoeventshalltheCompany beobligated toissuea certificaterepresentingthe Restricted Stockprior to vesting assetforthinSection 2hereof.

9.Securities Representations. The Shares are being distributedtothe ParticipantandthisAgreement isbeing madein relianceupon thefollowing express representationsand warranties of the Participant.The Participantacknowledges, representsandwarrantsthat: (a) theParticipanthasbeenadvisedthattheParticipantmay bean“affiliate” withinthemeaningofRule144under theSecuritiesActand theCompany is relyingin partontheParticipant’s representationssetforthinthisSection 9; (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, theSharesmustbeheldindefinitelyby theParticipantunlessan exemption from the registration requirements of the Securities Actis available for the resale of suchSharesortheCompany filesanadditionalregistrationstatement(ora“re-offer prospectus”)withregardtotheresaleofsuchSharesandtheCompanyisundernoobligation toregistertheresaleofthe Shares(ortofile a“re-offerprospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that theexemptionfromregistrationunderRule144willnotbeavailable undercurrentlaw unless(i)apublictradingmarketthenexistsforthe Shares,(ii)adequate informationconcerningtheCompany isthenavailabletothepublic,and (iii)othertermsandconditionsofRule144orany exemptiontherefromarecompliedwithand thatanysale ofthe Shares maybe made onlyin limited amountsin accordance with such terms and conditions; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares.  

10.Not an Employment or Service Agreement. Neither theexecution of this Agreementnor the issuance oftheShareshereunderconstitute anagreement bytheCompany or any of its Subsidiaries to employ or retainorto continueto employ or retainthe Participant during the entire,oranyportion of, theterm ofthisAgreement, includingbutnotlimitedto anyperiod duringwhich any Shares are outstanding.

11.Power of Attorney. The Partnership and the Company and their respective successorsandassigns, are herebyappointedthe attorney-in-fact, withfull powerofsubstitution,of theParticipantfor the purpose ofcarrying out the provisionsofthisAgreement andtakinganyaction and executing any instrumentswhich such attorney-in-factmaydeemnecessaryoradvisable to accomplish the purposeshereof, which appointment as attorney-in-fact isirrevocable and coupled with an interest.TheCompany and the Partnership, as attorney-in-factfor theParticipant, mayinthe nameandstead of the Participant,make andexecute all conveyances,assignmentsandtransfersoftheRestricted Stock, otherRSProperty,Sharesandpropertyprovided forherein,andthe Participanthereby ratifiesand confirmsthat which the Company or the Partnership, assaid attorney-in-fact, shall do by virtue hereof. Nevertheless, the Participantshall, ifso requested bythe Company or the Partnership,execute anddelivertothe Company or the Partnershipall such instrumentsasmay,inthejudgment oftheCompany or the Partnership,be advisable for this purpose.

12.Miscellaneous.

a.ThisAgreementshallinuretothebenefitofandbebindinguponthe partiesheretoand theirrespectiveheirs,personallegalrepresentatives,successors, trustees, administrators,distributees,deviseesandlegatees. TheCompany may assignto,andrequire, anysuccessor(whether directorindirect,bypurchase, merger, consolidation orotherwise)to all orsubstantiallyallofthe businessand/orassetsofthe Company oranyaffiliatetowhichthe Participantprovides servicestoexpressly assumeandagreeinwritingtoperformthisAgreement. Notwithstandingthe foregoing,theParticipantmaynotassignthisAgreementotherthanwith respecttoSharestransferredin compliance with thetermshereof.

b.ThisdistributionofRestrictedStockshallnotaffectinanywaytherightor poweroftheBoardorstockholdersoftheCompany tomakeorauthorizeanadjustment, recapitalizationorotherchangeinthecapitalstructureorthebusinessoftheCompany,any mergerorconsolidation oftheCompany orsubsidiaries,any issueofbonds,debentures, preferredorpriorpreferencestockaheadofor affectingtheCommonStock,thedissolutionor liquidationoftheCompany,anysaleortransferofallorpartofitsassetsorbusinessorany other corporateactorproceeding.

c.TheParticipantagreesthatanyotherRSPropertywillnotbetakenintoaccountas “salary”or“compensation”or“bonus”indeterminingtheamountofany paymentunderany pension,retirementorprofit-sharingplanoftheCompanyoranylifeinsurance,disabilityor other benefit plan of theCompany.

d.Nomodificationorwaiverofany oftheprovisionsofthisAgreementshall be effective unless in writing and signedbythepartyagainst whomitissought to beenforced.

e.ThisAgreementmaybeexecutedinoneormorecounterparts,allof which takentogether shall constituteonecontract.

f.Thefailureofanypartyheretoatanytimetorequireperformanceby anotherpartyofanyprovisionofthisAgreementshall notaffect the rightofsuch partyto require performanceofthatprovision,and anywaiverbyanypartyofanybreachofanyprovision ofthis Agreementshallnotbeconstruedasawaiverofany continuingorsucceedingbreachofsuch provision,a waiveroftheprovision itself, ora waiverofanyrightunder thisAgreement.

g.TheheadingsofthesectionsofthisAgreementhavebeeninsertedfor convenienceofreferenceonly andshallin noway restrictormodify any ofthe termsor provisionshereof.

h.Allnotices,consents, requests,approvals,instructionsand other

communications provided  for herein shall be in writing and validly given or made when delivered,oronthe third succeeding business  dayafterbeingmailedbyregistered or certified mail,whicheverisearlier,to thepersonsentitledorrequiredto receivethesame,atthe addressessetforthattheheadingofthisAgreementortosuchotheraddressaseitherparty may designateby likenotice. NoticestotheCompany shallbeaddressedtotheCompensation CommitteeoftheBoard of Directors of Sovos Brands, Inc. c/o Corporate Secretary at Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710,withacopy toGeneralCounsel,Sovos Brands, Inc. 1901 Fourth St #200 Berkeley, CA 94710. Notices to the Participant shall be addressed to the address on file with the Company’s payroll department, or such address as subsequently provided by the Participant.

i.ThisAgreementshallbeconstrued,interpretedandgovernedandthe legalrelationshipsofthe partiesdeterminedinaccordancewiththeinternallawsoftheStateof Delawarewithoutreference torulesrelating toconflictsoflaw.

12.Provisions of Plan Control. Although the Restricted Stock subject to this Agreement is not granted under the Plan and the Shares are not registered on a Form S-8, except as expressly provided herein, the Agreementissubject to all theterms, conditionsand provisionsofthePlan mutatis mutandis,including,withoutlimitation, Section 16.2 (Amendment and Termination) thereof, andto suchrules, regulations andinterpretationsrelating to the Plan as may be adopted by the Committee and as may be in effect from time to time. Notwithstanding the foregoing, this Agreement may not be amended or terminated without the prior written consent of the Participant.  The Plan isincorporated herein byreference. A copyofthePlan hasbeendelivered tothe Participant.Ifandtothe extentthat thisAgreement expressly conflictswith theterms, conditionsand provisions ofthe Plan, this Agreement shall control. Unless otherwise indicated,anycapitalized termused butnotdefinedhereinshall have the meaning ascribed tosuchterm in thePlan or the Incentive Unit Grant Agreement, as applicable.ThisAgreementcontains theentire understandingof theparties with respecttothesubjectmatterhereof (other than anyother documentsexpresslycontemplatedhereinor in the Plan)andsupersedesanyprioragreements between the Companyand theParticipant or between the Partnership and the Participant other than the Incentive Unit Grant Agreement.

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Sovos Brands, Inc.

/s/ Todd Lachman

By: Todd Lachman

Title: President and CEO

Sovos Brands Limited Partnership

/s/ Todd Lachman

By: Todd Lachman

Title: Authorized Signatory

INWITNESSWHEREOF,the partieshereto have causedthisAgreement tobe dulyexecuted as ofthedayand year firstabove written.

Participant

/s/ Dan Poland

Name: Dan Poland

EX-10.25

Exhibit 10.25

NOTICE OF MODIFICATION OF VESTING TERMS

OF RESTRICTED STOCK AGREEMENT

Background

Sovos Brands, Inc. (the “Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”) and [________] (“you” or the “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (the “Restricted Stock Agreement”), pursuant to which shares of common stock, par value $0.001 per share, of the Company (the “Shares”) were distributed to you. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Restricted Stock Agreement.

The Company and the Partnership approved a modification to the vesting terms applicable to [____] Shares of your Tranche 4 Performance Shares (such Shares, the “Time-Vesting Tranche 4 Shares”) in order to allow such Shares to be eligible to vest earlier than they otherwise may have vested under the terms of the Restricted Stock Agreement.

Modification

As a result of the modification, fifty-percent (50%) of the Time-Vesting Tranche 4 Shares (rounded down to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2022 and fifty-percent of the Time-Vesting Tranche 4 Shares (rounded up to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2023, in each case, subject to your continued employment with or service to the Company or one of its Subsidiaries on the applicable vesting date (the “Time-Vesting Conditions”).

In addition to the Time-Vesting Conditions described above, the Time-Vesting Tranche 4 Shares will remain eligible to vest in accordance with the performance criteria set forth in the Restricted Stock Agreement; provided, that (i) any Time-Vesting Tranche 4 Shares that satisfy the Time-Vesting Conditions shall reduce the number of Tranche 4 Performance Shares that are eligible to performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock and (ii) any Tranche 4 Performance Shares that performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock Agreement shall reduce the number of Time-Vesting Tranche 4 Shares that are eligible to vest in accordance with the Time-Vesting Conditions, with the Time-Vesting Tranche 4 Shares eligible to vest earlier in time in accordance with the Time-Vesting Conditions reduced first.

Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall remain eligible to vest solely upon achievement of the Time-Vesting Conditions, and upon termination of your employment with or service to the Company or one of its Subsidiaries by you for Good Reason, by the Company without Cause or due to your death or Disability, in each case, upon or following a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall fully vest as of the date of your termination. The terms “Cause” and “Disability” shall have the meanings set forth in the Plan and, if applicable, the term “Good Reason” shall have the meaning set forth in your Restricted Stock Unit Award Agreement, dated September 23, 2021 (if any).¹

¹ For members of the Board of Directors, omit this paragraph.

[For CEO: Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon termination of your employment with or service to the Company or one of its Subsidiaries by you for Good Reason, by the Company without Cause or due to your death or Disability, in each case, prior to Change in Control, all Time-Vesting Tranche 4 Shares shall vest on the date of your termination.]

[For Board:  Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall remain eligible to vest solely upon achievement of the Time-Vesting Conditions. Upon termination of your employment with or service to the Company or one of its Subsidiaries due to your death or Disability or without Cause (other than as a result of your resignation) (whether prior to or following a Change in Control) any unvested Time-Vesting Tranche 4 Shares shall fully vest as of the date of your termination. The terms “Disability” and “Cause” shall have the meanings set forth in the Plan.]

Any obligation of the Company to cause any Time-Vesting Tranche 4 Shares to vest as a result of your termination of employment or service (other than termination due to your death or Disability) is conditioned upon your execution and delivery to the Company of a general release of claims in a form provided by the Company that includes a general release and waiver of claims in favor of the Company, and its current, former, and future subsidiaries, affiliates, stockholders, directors, officers, employees, agents, benefit plans, trustees, and others identified therein.²

This modification shall be binding on the Company and the Partnership and all references in the Restricted Stock Agreement to “Agreement” and any other references of similar import shall hereinafter refer to the Restricted Stock Agreement as modified herein.

Sovos Brands, Inc.

By: Todd R. Lachman

Title: Chief Executive Officer

Sovos Brands Limited Partnership

By: Todd R. Lachman

Title: Authorized Signatory

² For members of the Board of Directors, omit this paragraph.

EX-10.26

Exhibit 10.26

NOTICE OF MODIFICATION OF VESTING TERMS

OF RESTRICTED STOCK AGREEMENT

Background

Sovos Brands, Inc. (the “Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), Todd R. Lachman (“Service Provider”) and Christine R. Lachman and The St. Louis Trust Company, as trustees of the Todd Lachman 2021 Family Trust (the “Trust” and collectively with the Service Provider, “you” or the “Participants”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (the “Restricted Stock Agreement”), pursuant to which shares of common stock, par value $0.001 per share, of the Company (the “Shares”) were distributed to you. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Restricted Stock Agreement.

The Company and the Partnership approved a modification to the vesting terms applicable to 155,585 Shares of your Tranche 4 Performance Shares (such Shares, the “Time-Vesting Tranche 4 Shares”) in order to allow such Shares to be eligible to vest earlier than they otherwise may have vested under the terms of the Restricted Stock Agreement.

Modification

As a result of the modification, fifty-percent (50%) of the Time-Vesting Tranche 4 Shares (rounded down to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2022 and fifty-percent of the Time-Vesting Tranche 4 Shares (rounded up to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2023, in each case, subject to your continued employment with or service to the Company or one of its Subsidiaries on the applicable vesting date (the “Time-Vesting Conditions”).

In addition to the Time-Vesting Conditions described above, the Time-Vesting Tranche 4 Shares will remain eligible to vest in accordance with the performance criteria set forth in the Restricted Stock Agreement; provided, that (i) any Time-Vesting Tranche 4 Shares that satisfy the Time-Vesting Conditions shall reduce the number of Tranche 4 Performance Shares that are eligible to performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock and (ii) any Tranche 4 Performance Shares that performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock Agreement shall reduce the number of Time-Vesting Tranche 4 Shares that are eligible to vest in accordance with the Time-Vesting Conditions, with the Time-Vesting Tranche 4 Shares eligible to vest earlier in time in accordance with the Time-Vesting Conditions reduced first.

Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall remain eligible to vest solely upon achievement of the Time-Vesting Conditions, and upon termination of your employment with or service to the Company or one of its Subsidiaries by you for Good Reason, by the Company without Cause or due to your death or Disability, in each case, upon or following a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall fully vest as of the date of your termination. The terms “Cause” and “Disability” shall have the meanings set forth in the Plan and, if applicable, the term “Good Reason”

shall have the meaning set forth in your Restricted Stock Unit Award Agreement, dated September 23, 2021 (if any).

Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon termination of your employment with or service to the Company or one of its Subsidiaries by you for Good Reason, by the Company without Cause or due to your death or Disability, in each case, prior to Change in Control, all Time-Vesting Tranche 4 Shares shall vest on the date of your termination.

Any obligation of the Company to cause any Time-Vesting Tranche 4 Shares to vest as a result of your termination of employment or service (other than termination due to your death or Disability) is conditioned upon your execution and delivery to the Company of a general release of claims in a form provided by the Company that includes a general release and waiver of claims in favor of the Company, and its current, former, and future subsidiaries, affiliates, stockholders, directors, officers, employees, agents, benefit plans, trustees, and others identified therein.

This modification shall be binding on the Company and the Partnership and all references in the Restricted Stock Agreement to “Agreement” and any other references of similar import shall hereinafter refer to the Restricted Stock Agreement as modified herein.

Sovos Brands, Inc.

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Chief Executive Officer

Sovos Brands Limited Partnership

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Authorized Signatory

EX-10.27

Exhibit 10.27

NOTICE OF MODIFICATION OF VESTING TERMS

OF RESTRICTED STOCK AGREEMENT

Background

Sovos Brands, Inc. (the “Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”) and Richard P. Greenberg (“you” or the “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (the “Restricted Stock Agreement”), pursuant to which shares of common stock, par value $0.001 per share, of the Company (the “Shares”) were distributed to you. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Restricted Stock Agreement.

The Company and the Partnership approved a modification to the vesting terms applicable to 32,237 Shares of your Tranche 4 Performance Shares (such Shares, the “Time-Vesting Tranche 4 Shares”) in order to allow such Shares to be eligible to vest earlier than they otherwise may have vested under the terms of the Restricted Stock Agreement.

Modification

As a result of the modification, fifty-percent (50%) of the Time-Vesting Tranche 4 Shares (rounded down to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2022 and fifty-percent of the Time-Vesting Tranche 4 Shares (rounded up to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2023, in each case, subject to your continued employment with or service to the Company or one of its Subsidiaries on the applicable vesting date (the “Time-Vesting Conditions”).

In addition to the Time-Vesting Conditions described above, the Time-Vesting Tranche 4 Shares will remain eligible to vest in accordance with the performance criteria set forth in the Restricted Stock Agreement; provided, that (i) any Time-Vesting Tranche 4 Shares that satisfy the Time-Vesting Conditions shall reduce the number of Tranche 4 Performance Shares that are eligible to performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock and (ii) any Tranche 4 Performance Shares that performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock Agreement shall reduce the number of Time-Vesting Tranche 4 Shares that are eligible to vest in accordance with the Time-Vesting Conditions, with the Time-Vesting Tranche 4 Shares eligible to vest earlier in time in accordance with the Time-Vesting Conditions reduced first.

Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall remain eligible to vest solely upon achievement of the Time-Vesting Conditions, and upon termination of your employment with or service to the Company or one of its Subsidiaries by you for Good Reason, by the Company without Cause or due to your death or Disability, in each case, upon or following a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall fully vest as of the date of your termination. The terms “Cause” and “Disability” shall have the meanings set forth in the Plan and, if applicable, the term “Good Reason” shall have the meaning set forth in your Restricted Stock Unit Award Agreement, dated September 23, 2021 (if any).

Any obligation of the Company to cause any Time-Vesting Tranche 4 Shares to vest as a result of your termination of employment or service (other than termination due to your death or Disability) is conditioned upon your execution and delivery to the Company of a general release of claims in a form provided by the Company that includes a general release and waiver of claims in favor of the Company, and its current, former, and future subsidiaries, affiliates, stockholders, directors, officers, employees, agents, benefit plans, trustees, and others identified therein.

This modification shall be binding on the Company and the Partnership and all references in the Restricted Stock Agreement to “Agreement” and any other references of similar import shall hereinafter refer to the Restricted Stock Agreement as modified herein.

Sovos Brands, Inc.

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Chief Executive Officer

Sovos Brands Limited Partnership

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Authorized Signatory

EX-10.28

Exhibit 10.28

NOTICE OF MODIFICATION OF VESTING TERMS

OF RESTRICTED STOCK AGREEMENT

Background

Sovos Brands, Inc. (the “Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”) and Christopher W. Hall (“you” or the “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (the “Restricted Stock Agreement”), pursuant to which shares of common stock, par value $0.001 per share, of the Company (the “Shares”) were distributed to you. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Restricted Stock Agreement.

The Company and the Partnership approved a modification to the vesting terms applicable to 8,150 Shares of your Tranche 4 Performance Shares (such Shares, the “Time-Vesting Tranche 4 Shares”) in order to allow such Shares to be eligible to vest earlier than they otherwise may have vested under the terms of the Restricted Stock Agreement.

Modification

As a result of the modification, fifty-percent (50%) of the Time-Vesting Tranche 4 Shares (rounded down to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2022 and fifty-percent of the Time-Vesting Tranche 4 Shares (rounded up to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2023, in each case, subject to your continued employment with or service to the Company or one of its Subsidiaries on the applicable vesting date (the “Time-Vesting Conditions”).

In addition to the Time-Vesting Conditions described above, the Time-Vesting Tranche 4 Shares will remain eligible to vest in accordance with the performance criteria set forth in the Restricted Stock Agreement; provided, that (i) any Time-Vesting Tranche 4 Shares that satisfy the Time-Vesting Conditions shall reduce the number of Tranche 4 Performance Shares that are eligible to performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock and (ii) any Tranche 4 Performance Shares that performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock Agreement shall reduce the number of Time-Vesting Tranche 4 Shares that are eligible to vest in accordance with the Time-Vesting Conditions, with the Time-Vesting Tranche 4 Shares eligible to vest earlier in time in accordance with the Time-Vesting Conditions reduced first.

Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall remain eligible to vest solely upon achievement of the Time-Vesting Conditions, and upon termination of your employment with or service to the Company or one of its Subsidiaries by you for Good Reason, by the Company without Cause or due to your death or Disability, in each case, upon or following a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall fully vest as of the date of your termination. The terms “Cause” and “Disability” shall have the meanings set forth in the Plan and, if applicable, the term “Good Reason” shall have the meaning set forth in your Restricted Stock Unit Award Agreement, dated September 23, 2021 (if any).

Any obligation of the Company to cause any Time-Vesting Tranche 4 Shares to vest as a result of your termination of employment or service (other than termination due to your death or Disability) is conditioned upon your execution and delivery to the Company of a general release of claims in a form provided by the Company that includes a general release and waiver of claims in favor of the Company, and its current, former, and future subsidiaries, affiliates, stockholders, directors, officers, employees, agents, benefit plans, trustees, and others identified therein.

This modification shall be binding on the Company and the Partnership and all references in the Restricted Stock Agreement to “Agreement” and any other references of similar import shall hereinafter refer to the Restricted Stock Agreement as modified herein.

Sovos Brands, Inc.

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Chief Executive Officer

Sovos Brands Limited Partnership

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Authorized Signatory

EX-10.29

Exhibit 10.29

NOTICE OF MODIFICATION OF VESTING TERMS

OF RESTRICTED STOCK AGREEMENT

Background

Sovos Brands, Inc. (the “Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”) and William R. Johnson (“you” or the “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (the “Restricted Stock Agreement”), pursuant to which shares of common stock, par value $0.001 per share, of the Company (the “Shares”) were distributed to you. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Restricted Stock Agreement.

The Company and the Partnership approved a modification to the vesting terms applicable to 57,597 Shares of your Tranche 4 Performance Shares (such Shares, the “Time-Vesting Tranche 4 Shares”) in order to allow such Shares to be eligible to vest earlier than they otherwise may have vested under the terms of the Restricted Stock Agreement.

Modification

As a result of the modification, fifty-percent (50%) of the Time-Vesting Tranche 4 Shares (rounded down to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2022 and fifty-percent of the Time-Vesting Tranche 4 Shares (rounded up to the nearest whole Share, if applicable) are eligible to vest on the last day of fiscal year 2023, in each case, subject to your continued employment with or service to the Company or one of its Subsidiaries on the applicable vesting date (the “Time-Vesting Conditions”).

In addition to the Time-Vesting Conditions described above, the Time-Vesting Tranche 4 Shares will remain eligible to vest in accordance with the performance criteria set forth in the Restricted Stock Agreement; provided, that (i) any Time-Vesting Tranche 4 Shares that satisfy the Time-Vesting Conditions shall reduce the number of Tranche 4 Performance Shares that are eligible to performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock and (ii) any Tranche 4 Performance Shares that performance-vest in accordance with Section 2(b)(iv) of the Restricted Stock Agreement shall reduce the number of Time-Vesting Tranche 4 Shares that are eligible to vest in accordance with the Time-Vesting Conditions, with the Time-Vesting Tranche 4 Shares eligible to vest earlier in time in accordance with the Time-Vesting Conditions reduced first.

Notwithstanding anything in the Restricted Stock Agreement to the contrary, upon a Change in Control, any unvested Time-Vesting Tranche 4 Shares shall remain eligible to vest solely upon achievement of the Time-Vesting Conditions. Upon termination of your employment with or service to the Company or one of its Subsidiaries due to your death or Disability or without Cause (other than as a result of your resignation) (whether prior to or following a Change in Control) any unvested Time-Vesting Tranche 4 Shares shall fully vest as of the date of your termination. The terms “Disability” and “Cause” shall have the meanings set forth in the Plan.

This modification shall be binding on the Company and the Partnership and all references in the Restricted Stock Agreement to “Agreement” and any other references of similar import shall hereinafter refer to the Restricted Stock Agreement as modified herein.

Sovos Brands, Inc.

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Chief Executive Officer

Sovos Brands Limited Partnership

/s/ Todd R. Lachman

By: Todd R. Lachman

Title: Authorized Signatory

EX-10.30

Exhibit 10.30

FORM OF PSU AWARD AGREEMENT (ANNUAL GRANTS)

Sovos Brands, Inc.

2021 Equity Incentive Plan

Performance-Based Restricted Stock Unit Award Agreement

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Sovos Brands, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●], 2021 (the “Date of Grant”).

RECITALS

WHEREAS, the Company has adopted the Sovos Brands, Inc. 2021 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan; and

WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant that will provide the Participant the opportunity to receive shares of Common Stock upon the settlement of stock units, subject to the satisfaction of certain performance conditions on the terms and conditions set forth in the Plan and this Agreement (the “PSUs”).

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

1. Grant of Award. The Company hereby grants to the Participant, effective as of the Date of Grant, [●] PSUs (“Target PSUs”) on the terms and conditions set forth in the Plan and this Agreement.

2. Vesting and Forfeiture of Award. Subject to the terms and conditions set forth in the Plan and this Agreement, the PSUs shall vest to the extent both the Service Condition and the Performance Condition are satisfied as follows:

(a) Service Condition. The PSUs shall time-vest (the “Service Condition”) as described in this Section 2(a).

(i) General. One-hundred percent (100%) of the PSUs shall satisfy the Service Condition on the third anniversary of the Date of Grant subject to the Participant’s Service on such date except as otherwise provided in this Section 2(a).

(ii) Pre-CIC Good Leaver Termination. Except as otherwise provided in Section 2(a)(iii), upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability, in each case, following the first anniversary of the Date of Grant, a pro-rata portion of the

Service Condition shall be deemed satisfied based on a fraction, the numerator of which is the number of days from the Date of Grant until the date of the Participant’s termination of Service, and the denominator of which is the total number of days from the Date of Grant until the third anniversary of the Date of Grant (the “Pro-Rata Service Percentage”).

(iii) Post-CIC Good Leaver Termination. Upon termination of the Participant’s Service by the Participant for Good Reason (as defined on Exhibit A), by the Company without Cause or due to the Participant’s death or Disability, in each case, upon or following the consummation of a Change in Control, all of the PSUs shall satisfy the Service Condition.

(iv) Except as set forth in Section 2(a)(ii) or Section 2(a)(iii), upon termination of the Participant’s Service for any reason or no reason prior to the third anniversary of the Date of Grant, the PSUs will be forfeited immediately, automatically and without consideration.

(b) Performance Condition. The PSUs shall performance-vest (the “Performance Condition”) as described in this Section 2(b).

(i) The percentage of PSUs that satisfy the Performance Condition (the “Earned PSUs”) shall be based upon the Company’s TSR percentile ranking among a group of peer companies (the “Comparison Group”) over the period beginning on the Date of Grant, and ending on the third anniversary of the Date of Grant (the “Performance Period”), as described in the table below for the Performance Period:

Company TSR Percentile Ranking	Percentage of Target PSUs Earned
30th	50.0%
60th	100.0%
90th	200.0%

Straight-line interpolation shall be applied to determine the earned percentage for a percentile that falls between the percentiles specified in the table above. If the Company’s TSR for the Performance Period is negative, the percentage of Target PSUs that are earned shall be limited to one hundred percent (100%).  

(ii) Comparison Group. The Comparison Group will be the companies shown on Exhibit B (each, together with the Company, a “Member Company”); provided however, that a company will be removed from the Comparison Group if, during the Performance Period, it ceases to have a class of equity securities that is both registered under the Securities Exchange Act of 1934, as amended, and actively traded on a U.S. public securities market.

(iii) Definition of TSR. “TSR” as applied to any Member Company means stock price appreciation from the beginning to the end of the Performance Period, including dividends paid per share during the Performance Period, expressed as a percentage return and calculated as (i) (a) the Ending Stock Price minus (b) the Beginning Stock Price (c) plus dividends paid per share over the Performance Period divided by (ii) the Beginning Stock Price. Except as set forth in Section 5, the stock price at the beginning of the Performance Period will be the average closing price of a share of common stock of a Member Company for the twenty (20) trading day period beginning on the Date of Grant (the “Beginning Stock Price”), and the stock price at the end of the Performance Period will be the average closing price of a share of common stock of a Member Company for the twenty (20) trading day period ending on the third anniversary of the Date of Grant (the “Ending Stock Price”), adjusted for stock splits or similar changes in capital structure.

(iv) Treatment upon Change in Control. Upon the consummation of a Change in Control prior to the third anniversary of the Date of Grant, a number of PSUs shall become Earned PSUs, equal to the greater of (A) the number of PSUs that are Earned PSUs calculated as if the effective date of the Change in Control was the last day of the Performance Period and the price per share of Common Stock in connection with such Change in Control was the Company’s Ending Stock Price and (B) the number of Target PSUs set forth in Section 1. Except as provided in Section 2(a)(iii), such Earned PSUs will vest on the third anniversary of the Date of Grant, subject to the Participant’s Service on such vesting date.

(v) Determination of Performance Condition. As soon as reasonably practicable following the third anniversary of the Date of Grant (or, if earlier, in connection with a Change in Control), the Committee shall determine, and certify in writing, whether and the extent to which the Performance Condition is achieved.

3. Payment

(a) Settlement.

(i) General. Except as otherwise provided in this Section 3, the Company shall deliver to the Participant, within sixty (60) days following the third anniversary of the Date of Grant, a number of shares of Common Stock equal to the number of PSUs that have satisfied both the Service Condition and the Performance Condition. No fractional shares of Common Stock shall be delivered. The Company may deliver such shares of Common Stock either through book entry accounts held by, or in the name of, the Participant or cause to be issued a certificate or certificates representing the number of

shares to be issued in respect of the PSUs, registered in the name of the Participant.

(ii) Pre-CIC Good Leaver Termination.

1. Upon termination of the Participant’s Service by the Participant for Good Reason, by the Company without Cause or due to the Participant’s death or Disability, the Company shall deliver to the Participant, in accordance with Section 3(a)(ii)(2), a number of shares of Common Stock equal to the number of PSUs that have satisfied the Performance Condition multiplied by the applicable Pro-Rata Service Percentage.

2. The delivery of shares of Common Stock pursuant to this Section 3(a)(ii) shall occur within sixty (60) days following the third anniversary of the Date of Grant or, if later, following the date on which the Release Agreement (as defined in Section 3(c)) becomes fully effective and irrevocable; provided that, if the Release Period spans two (2) calendar years, the shares of Common Stock shall be delivered to the Participant in the later calendar year; provided further that in no event shall the delivery of shares occur later than March 15th of the calendar year following the year in which Performance Condition is satisfied.

3. If the Release Agreement does not become fully effective and irrevocable prior to the expiration of the Release Period, all PSUs will be forfeited immediately, automatically and without consideration as of the date of the Participant’s termination of Service.  

(iii) Post-CIC Good Leaver Termination.

1. Upon termination of the Participant’s Service by the Participant for Good Reason, by the Company without Cause or due to the Participant’s death or Disability, in each case, following a Change in Control, the Company shall deliver to the Participant, in accordance with Section 3(a)(iii)(2), a number of shares of Common Stock equal to the number of Earned PSUs determined under Section 2(b)(iv).

2. The delivery of shares of Common Stock pursuant to this Section 3(a)(iii) shall occur following the date on which the Release Agreement (as defined in Section 3(c)) becomes fully effective and irrevocable, but no later than March 15th of the calendar year following the year in which the termination of the Participant’s Service occurred; provided that, if the Release Period spans two (2)

calendar years, the shares of Common Stock shall be delivered to the Participant in the later calendar year; provided further that in no event shall the delivery of shares occur later than March 15th of the calendar year following the year in which Performance Condition is satisfied.

3. If the Release Agreement does not become fully effective and irrevocable prior to the expiration of the Release Period, all PSUs will be forfeited immediately, automatically and without consideration as of the date of the Participant’s termination of Service.  

(b) Withholding Requirements. The Company shall have the right to deduct or withhold from any shares of Common Stock deliverable under this Agreement, or in its discretion to require the Participant to remit to the Company, amounts necessary to satisfy all federal, state and local taxes required to be withheld in connection with the settlement of the PSUs. In addition, subject to Section 16 of the Exchange Act, withholding may be satisfied through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the withholding amount, which shall be subject to any terms and conditions imposed by the Committee.  

(c) Release Agreement. Any obligation of the Company to deliver to the Participant shares of Common Stock in respect of PSUs that have vested pursuant to Section 2 as a result of the Participant’s termination of Service (other than termination due to the Participant’s death or Disability) is conditioned upon [(i) the Participant’s execution and delivery to the Company of a general release of claims in a form provided by the Company that includes (x) a general release and waiver of claims in favor of the Company, and its current, former, and future subsidiaries, affiliates, stockholders, directors, officers, employees, agents, benefit plans, trustees, and others identified therein, in a form provided by the Company, and (y) solely with respect to a termination of Service that occurs prior to a Change in Control, on a case-by-case basis as determined by the Company in its sole discretion, non-competition and non-solicitation provisions in favor of the Company in a form provided by the Company, which shall be enforced during the severance period applicable to the Participant under the Company’s applicable severance plan (or six (6) months following the date of termination of the Participant’s Service if no such severance plan is applicable) (such release agreement, the “Release Agreement”), and (ii) such Release Agreement becoming fully effective and irrevocable by the

date specified therein, but in no event more than sixty (60) days following the date of termination of the Participant’s Service (the “Release Period”).]¹

4. Section 280G. In the event that it is determined that any payments or benefits provided under the Plan and this Agreement, together with any payments or benefits to be provided under any other plan, program, arrangement or agreement, would constitute parachute payments within the meaning of Section 280G of the Code and would, but for this Section 4 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes  (the “Excise Tax”), then the amounts of any such payments or benefits under the Plan, this Agreement and such other arrangements shall be either (a) paid in full or (b) reduced to the minimum extent necessary to ensure that no portion of the payments or benefits is subject to the Excise Tax, whichever of the foregoing (a) or (b) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). The Company shall cooperate in good faith with the Participant in making such determination, including but not limited to providing the Participant with an estimate of any parachute payments as soon as reasonably practicable prior to an event constituting a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2)(A) of the Code).  Any such reduction pursuant to this Section 4 shall be made in a manner that results in the greatest economic benefit for the Participant and is consistent with the requirements of Section 409A. Any determination required under this Section 4 shall be made in writing in good faith by a nationally recognized public accounting firm selected by mutual agreement of the Company and [the Company’s Chief Executive Officer]² and paid for by the Company. The Company and the Participant shall provide the accounting firm with such information and documents as the accounting firm may reasonably request in order to make a determination under this Section 4.

5. Miscellaneous Provisions

(a) Rights of a Shareholder; Dividend Equivalents. Prior to settlement of the vested PSUs in shares of Common Stock, neither the Participant nor the Participant’s representative will have any rights as a shareholder of the Company with respect to any shares of Common Stock underlying the PSUs. If cash dividends or other cash distributions are paid in respect of the shares of Common Stock underlying unvested PSUs, then a dividend equivalent equal to the amount paid in respect of one Share shall accumulate and be paid with respect to each PSU at time of

¹ For CEO: “the Participant delivering to the Company and not revoking a general release of all claims (the “Release Agreement”) in the form attached to his Employment agreement with the Company dated as of January 14, 2017, as amended, within 60 days following the Participant’s termination of Service (the “Release Period”).

² For CEO: “the Participant”.

settlement; providedthat any dividend equivalent rights granted shall be subject to the same vesting terms as the related PSUs.

(b) Transfer Restrictions. The shares of Common Stock delivered hereunder will be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, any applicable federal or state laws and any agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject, and the Committee may cause orders or designations to be placed upon the books and records of the Company’s transfer agent to make appropriate reference to such restrictions.

(d) Clawback Policy.  The Participant acknowledges that the Participant is subject to the provisions of Section 13 (Forfeiture Events) and Section 15.6 (Trading Policy and Other Restrictions) of the Plan and any compensation recovery, “clawback” or similar policy adopted by the Company from time to time and/or made applicable by law including the provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection and Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed; provided, however, that Section 13.2(a)(ii) and Section 13.3(a) of the Plan (and any similar provisions adopted by the Committee after the date hereof) shall not apply to the Participant’s PSUs that are subject to this Agreement (or any shares of Common Stock issued to the Participant in respect of such PSUs) unless the action or omission that forms the basis for the application of such provisions results or would reasonably be expected to result in a material adverse effect on the business or reputation of the Company; provided, further, that following a Change in Control, Section 13.2(a)(ii) and Section 13.3(a) of the Plan shall cease to apply to the Participant’s PSUs that are subject to this Agreement (or any shares of Common Stock issued to the Participant in respect of such PSUs).

(e) Adjustments. In the event of any change with respect to the outstanding shares of Common Stock contemplated by Section 4.4 of the Plan, the PSUs may be adjusted in accordance with Section 4.4 of the Plan.

(f) No Right to Continued Service.  Nothing in this Agreement or the Plan confers upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(g) Successors and Assigns.  The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees,

administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(h) Severability.  The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(i) Amendment.  Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(j) Choice of Law; Jurisdiction.  This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

(k) Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(l) Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to any Awards granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.  

(m) Acceptance.  The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement.  In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.The Participant understands they have a right to consult with counsel and have been afforded the opportunity to consult with an attorney to the extent they wish to do so.

[Signature page follows.]

IN WITNESS WHEREOF, the Company and the Participant have executed this Performance-Based Restricted Stock Unit Award Agreement as of the dates set forth below.

PARTICIPANTSOVOS BRANDS, INC.

_________________________________By: ______________________________

Date:_____________________________Date: _____________________________

Exhibit A

[CEO: “Good Reason” shall mean the occurrence of any of the following events without the express written consent of the Participant: (i) a reduction in the Participant’s title or a material reduction by the Company in the degree of responsibility and authority of the Participant, which shall be deemed to occur if the Participant becomes the chief executive officer of a division or subsidiary of an operating company in lieu of being chief executive officer of the Company’s ultimate parent operating company, including following a change in control or other corporate transaction; (ii) a reduction in the Participant’s base salary or target annual cash bonus opportunity as a percentage of base salary; (iii) a change in the Participant’s reporting obligations that result in the Participant no longer reporting directly to the Board; (iv) the Participant’s place of employment becomes located outside the San Francisco Bay Area (defined as the following nine counties: Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Solano and Sonoma) or the Company no longer maintains offices in the San Francisco Bay Area; or (v) the Company’s material breach of this Agreement or the Participant’s employment agreement; provided, that an event will constitute “Good Reason” only if (x) the Participant notifies the Company in reasonable detail within 60 days following the Participant’s initial knowledge of an event that would constitute Good Reason, (y) the Company fails to remedy such event within 30 days following the receipt of such notice and (z) the Participant terminates employment within 30 days following the end of such 30-day remedy period.]

[Senior Executive Team:

Prior to a Change in Control, “Good Reason” shall mean the occurrence of any of the following events without the express written consent of the Participant: (i) unless the Participant continues to hold current title level (i.e. chief or executive vice president), a material diminution in the Participant’s duties; (ii) a material diminution in the Participant’s reporting obligation such that the position to whom the Participant is required to report is two or more levels below the position to whom the Participant reports on the date of this Agreement as set forth on the Company’s organizational chart as of the date of this Agreement; (iii) a material reduction in the Participant’s base salary or annual bonus at “target” performance levels(other than a reduction in base salary affecting all similarly situated employees, which reduction does not exceed 10% of base salary); (iv) the Company’s material breach of this Agreement or the Participant’s employment agreement; or (v) a requirement that the Participant relocate his or her current office outside a radius of fifty (50) miles from the Participant’s current office location. The Participant may not resign or otherwise terminate his or her employment for any reason set forth above as Good Reason unless the Participant (x) notifies the Company in reasonable detail within sixty (60) days following his or her initial knowledge of an event that would constitute Good Reason, (y) the Company fails to remedy such event within 30 days following receipt of such notice, and (z) the Participant terminates employment within 30 days following the end of such 30-day remedy period.

Upon and following a Change in Control, “Good Reason” means the occurrence of any of the following events without the express written consent of the Participant: (i) a material diminution in the Participant’s title, degree of responsibility and authority; or (ii) the Participant’s declination of a Non-Qualifying Employment Offer. “Non-Qualifying Employment Offer” means any offer of employment made to Participant by the Company that (i) provides for a material reduction in Total

Compensation, (ii) provides for a reduction in base salary (other than a reduction affecting all similarly situated employees, which reduction does not exceed 10% of current base salary) and/or (iii) requires that the Participant relocate his or her current office outside a radius of fifty (50) miles from the Participant’s current office location. “Total Compensation” means the sum of the Participant’s base salary and the amount of the Participant’s current year annual bonus at “target” performance levels. The Participant may not resign or otherwise terminate his or her employment for any reason set forth above as Good Reason unless the Participant (x) notifies the Company in reasonable detail within sixty (60) days following his or her initial knowledge of an event that would constitute Good Reason, (y) the Company fails to remedy such event within 30 days following receipt of such notice, and (z) the Participant terminates employment within 30 days following the end of such 30-day remedy period.]

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Todd R. Lachman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sovos Brands Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [omitted];

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2021	By:	/s/ Todd R. Lachman
	Name:	Todd R. Lachman
	Title:	Chief Executive Officer, President and Director
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Christopher W Hall, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sovos Brands, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [omitted];

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2021	By:	/s/ Christopher W. Hall
	Name:	Christopher W. Hall
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Sovos Brands, Inc. (the “Company”) on Form 10-Q for the fiscal period ended September 25, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for the purposes of 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

Date:November 9, 2021	By:	/s/ Todd R. Lachman
	Name:	Todd R. Lachman
	Title:	Chief Executive Officer, President and Director
		(Principal Executive Officer)
Date:November 9, 2021	By:	/s/ Christopher W. Hall
	Name:	Christopher W. Hall
	Title:	Chief Financial Officer
		(Principal Financial Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 25, 2021	Nov. 05, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 25, 2021
Entity File Number	001-40837
Entity Registrant Name	Sovos Brands, Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-5119352
Entity Address State Or Province	CO
Entity Address, Address Line One	168 Centennial Parkway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Louisville
Entity Address, Postal Zip Code	80027
City Area Code	720
Local Phone Number	316-1225
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	SOVO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		100,892,547
Entity Central Index Key	0001856608
Current Fiscal Year End Date	--12-26
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 25, 2021	Dec. 26, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 43,115	$ 37,026
Accounts receivable, net	80,269	60,996
Inventories	60,277	47,069
Prepaid expenses and other current assets	10,965	4,388
Total current assets	194,626	149,479
Property and equipment, net	56,558	59,481
Operating lease right-of-use assets	16,267
Goodwill	437,451	437,290
Intangible assets, net	471,465	491,895
Other long-term assets	6,934	6,681
TOTAL ASSETS	1,183,301	1,144,826
CURRENT LIABILITIES:
Accounts payable	33,597	31,170
Accrued expenses	60,414	65,101
Current portion of long-term debt	5,897	3,818
Operating lease liabilities	3,176
Total current liabilities	103,084	100,089
Long-term debt, net of debt issuance costs	768,923	360,046
Deferred income taxes	81,248	74,733
Long-term operating lease liabilities	18,089
Other long-term liabilities	1,413	13,257
TOTAL LIABILITIES	972,757	548,125
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.001 par value per share, 500,000,000 shares authorized, 74,058,447 and 74,058,447 shares issued and outstanding as of September 25, 2021 and December 26, 2020, respectively	74	74
Stockholder's note receivable		(6,000)
Additional paid-in-capital	256,470	654,386
Accumulated deficit	(46,000)	(51,759)
TOTAL STOCKHOLDERS' EQUITY	210,544	596,701
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,183,301	$ 1,144,826

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 25, 2021	Dec. 26, 2020
Condensed Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	74,058,447	74,058,447
Common stock, outstanding (in shares)	74,058,447	74,058,447

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020
Condensed Consolidated Statements of Operations
Net sales	$ 178,733	$ 136,928	$ 529,942	$ 398,336
Cost of sales	128,878	91,263	368,642	265,989
Gross profit	49,855	45,665	161,300	132,347
Selling general, and administrative expenses	31,189	33,311	91,367	83,510
Depreciation and amortization expenses	7,236	6,051	21,631	17,923
Loss on extinguishment of debt			9,717
Operating income	11,430	6,303	38,585	30,914
Interest expense	12,547	4,293	24,613	14,912
Income (loss) before income taxes	(1,117)	2,010	13,972	16,002
Income tax (expense) benefit	(3,497)	226	(8,213)	(4,698)
Net income (loss)	$ (4,614)	$ 2,236	$ 5,759	$ 11,304
Earnings (loss) per share:
Basic (in dollars per shares)	$ (0.06)	$ 0.03	$ 0.08	$ 0.15
Diluted (in dollars per shares)	$ (0.06)	$ 0.03	$ 0.08	$ 0.15
Weighted average shares outstanding:
Basic (in shares)	74,058,447	74,058,719	74,058,447	74,058,644
Diluted (in shares)	74,058,447	76,394,135	74,058,453	76,259,190

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Stockholder's note receivable	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit).	Total
Balances, at Beginning of Period at Dec. 28, 2019	$ 74	$ (6,000)	$ 652,507	$ (62,584)	$ 583,997
Balances, Beginning (in shares) at Dec. 28, 2019	74,058,747
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation expense			1,456		1,456
Cash contributions to Ultimate Parent			(35)		(35)
Cash contributions to Ultimate Parent (in shares)	(300)
Net income				11,304	11,304
Balances, at End of period at Sep. 26, 2020	$ 74	(6,000)	653,928	(51,280)	596,722
Balances, Ending (in shares) at Sep. 26, 2020	74,058,447
Balances, at Beginning of Period at Jun. 27, 2020	$ 74	(6,000)	653,445	(53,516)	594,003
Balances, Beginning (in shares) at Jun. 27, 2020	74,058,447
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation expense			483		483
Net income				2,236	2,236
Balances, at End of period at Sep. 26, 2020	$ 74	(6,000)	653,928	(51,280)	596,722
Balances, Ending (in shares) at Sep. 26, 2020	74,058,447
Balances, at Beginning of Period at Dec. 26, 2020	$ 74	(6,000)	654,386	(51,759)	596,701
Balances, Beginning (in shares) at Dec. 26, 2020	74,058,447
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from stockholder's note receivable		$ 6,000			6,000
Equity-based compensation expense			2,084		2,084
Dividend distribution ($5.40 per share)			(400,000)		(400,000)
Net income				5,759	5,759
Balances, at End of period at Sep. 25, 2021	$ 74		256,470	(46,000)	210,544
Balances, Ending (in shares) at Sep. 25, 2021	74,058,447
Balances, at Beginning of Period at Jun. 26, 2021	$ 74		255,491	(41,386)	214,179
Balances, Beginning (in shares) at Jun. 26, 2021	74,058,447
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation expense			979		979
Net income				(4,614)	(4,614)
Balances, at End of period at Sep. 25, 2021	$ 74		$ 256,470	$ (46,000)	$ 210,544
Balances, Ending (in shares) at Sep. 25, 2021	74,058,447

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)	9 Months Ended
	Sep. 25, 2021 $ / shares
Condensed Consolidated Statements of Changes in Stockholders' Equity
Dividend distributions (in dollar per share)	$ 5.40

XML

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020
Operating activities
Net income	$ 5,759,000	$ 11,304,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,302,000	24,747,000
Equity-based compensation expense	2,084,000	1,456,000
Deferred income taxes	6,516,000	4,207,000
Amortization of debt issuance costs	1,566,000	1,253,000
Non-cash operating lease expense	1,683,000
Loss on sale/disposal of property and equipment	54,000	407,000
Loss on extinguishment of debt	9,717,000
Other	229,000	1,074,000
Changes in operating assets and liabilities:
Accounts receivable, net	(18,931,000)	(10,387,000)
Inventories	(13,642,000)	(4,088,000)
Prepaid expenses and other current assets	(6,588,000)	(630,000)
Other long-term assets	396,000	(66,000)
Accounts payable	2,582,000	1,810,000
Accrued expenses	649,000	19,993,000
Other long-term liabilities	12,000	1,704,000
Operating lease liabilities	(2,083,000)
Net cash provided by operating activities	18,305,000	52,784,000
Investing activities
Purchases of property and equipment	(5,111,000)	(2,905,000)
Net cash used in investing activities	(5,111,000)	(2,905,000)
Financing activities
Contributions to Ultimate Parent		(35,000)
Payments of debt issuance costs	(3,046,000)
Proceeds from long-term debt	769,136,000
Repayments of long-term debt	(374,146,000)	(1,400,000)
Repayments of capital lease obligations		(93,000)
Repayments of capital lease obligations	(49,000)
Proceeds from revolver		42,500,000
Repayments of revolver		(42,500,000)
Proceeds from stockholder's note receivable	6,000,000
Contingent earnout consideration paid	(5,000,000)
Dividend paid	(400,000,000)
Net cash used in financing activities	(7,105,000)	(1,528,000)
Cash and cash equivalents
Net increase in cash and cash equivalents	6,089,000	48,351,000
Cash and cash equivalents at beginning of period	37,026,000	30,681,000
Cash and cash equivalents at end of period	43,115,000	79,032,000
Supplemental disclosures of cash flow information
Cash paid for interest	18,603,000	12,874,000
Cash paid for taxes	2,236,000	364,000
Proceeds from income tax refunds	(44,000)	(1,798,000)
Non-cash investing and financing transactions
Lease liabilities arising from operating lease right-of-use assets recognized at ASU No. 2016-02 transition	21,711,000
Lease liabilities arising from operating lease right-of-use assets recognized after ASU No. 2016-02 transition	1,638,000
Acquisition of property and equipment through tenant improvement allowance		822,000
Acquisition of property and equipment not yet paid	$ 43,000	$ 65,000

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Company Overview

9 Months Ended

Sep. 25, 2021

Company Overview

Company Overview

1. Company Overview

Sovos Brands, Inc. and its subsidiaries (the “Company,” “we,” “our”) is a consumer-packaged food company that creates value for its stockholders through acquisition and executive management of brands in the food industry. On September 22, 2021, Sovos Brands, Inc. priced its initial public offering (the “IPO”) of 23,334,000 shares of its common stock, $0.001 par value per share, which excluded the underwriters’ option to purchase up to an additional 3,500,100 shares of common stock, at an offering price of $12.00 per share. In conjunction with the IPO, the Company became actively traded on the Nasdaq Global Select Market (“NASDAQ”) listed under the trade symbol of “SOVO.” Upon the closing of the IPO on September 27, 2021, the Company issued 23,334,000 shares of its common stock and received approximately $263.2 million, net of underwriting discounts and commissions. Subsequent to the IPO, the underwriters exercised their options to purchase an additional 3,500,100 shares of common stock. The Company closed its sale of such additional shares on October 5, 2021, resulting in net proceeds of approximately $39.5 million, net of underwriting discounts and commissions. See Note 18. Subsequent Events for more information.

Prior to the IPO, Sovos Brands Limited Partnership (the “Ultimate Parent” or the “Limited Partnership”) owned 100% of Sovos Brands, Inc., which owns 100% of Sovos Brands Holdings, Inc., which owns 100% of Sovos Brands Intermediate, Inc. (“Sovos Intermediate”). Sovos Brands Intermediate, Inc. has four wholly-owned operating subsidiaries: Rao’s Specialty Foods, Inc. (“Rao’s”); Bottom Line Food Processors, Inc. doing business as Michael Angelo’s Gourmet Foods, Inc. (“Michael Angelo’s”); Noosa Yoghurt, LLC (“Noosa”); and Birch Benders, LLC (“Birch Benders”). Through its wholly-owned operating subsidiaries, the Company produces and distributes food products in various locations throughout the United States. The Company was founded on January 17, 2017 and has its executive headquarters in Louisville, Colorado.

The unaudited condensed consolidated financial statements include the accounts of Sovos Brands, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our,” “Sovos Brands” and the “Company” refer to Sovos Brands, Inc. and its subsidiaries.

The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in December of each year.

Description of Business

Sovos Brands, Inc. is a consumer-packaged food company that is focused on acquiring and building disruptive growth brands that bring today’s consumers great tasting food that fits the way they live. The Company’s principal products include a variety of pasta sauces, dry pasta, soups, frozen entrees, yogurts, pancake and waffle mixes, other baking mixes, and frozen waffles, which are primarily sold in the United States. The Company sells products marketed under the brand names Rao’s, Michael Angelo’s, noosa, and Birch Benders which are built with authenticity at their core, providing consumers food experiences that are genuine, delicious, and unforgettable, making each of our brands “one-of-a-kind.” Our products are premium and made with simple, high-quality ingredients. Our people are at the center of all that we do. We empower our teams to lead with courage and tenacity, providing them with the confidence and agility to connect with our consumers and retail partners to drive unparalleled growth. We believe our focus on “one-of-a-kind” brands, products that people love, and passion for our people makes Sovos Brands a “one-of-a-kind” company and enables us to deliver on our objective of creating a growing and sustainable food enterprise yielding financial growth ahead of industry peers.

Unaudited Interim Condensed Consolidated Financial Statements

The interim condensed consolidated financial statements and related notes of the Company and its subsidiaries are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited interim condensed consolidated financial statements reflect all adjustments and disclosures which are, in our opinion, necessary for a fair presentation of the results of operations, financial position and cash flows for the indicated periods. All such adjustments were of a normal and recurring nature.

The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted. The results reported in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire fiscal year and should be read in conjunction with our consolidated financial statements for the fiscal year ended December 26, 2020, included in our Prospectus filed with the SEC on September 24, 2021 (“Prospectus”).

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 25, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Refer to Note 2. Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Prospectus for a description of significant accounting policies that are not addressed below.

Dividends Paid

The Company does not have an established dividend policy. The Company’s board of directors (the “Board”) has sole authority to determine if and when dividends will be declared and on what terms. Dividend payments, if any, depend on the Company’s earnings, capital requirements, financial condition, excess availability under the Company’s lines of credit, market and economic conditions, and other factors considered relevant. The Company will record all dividends as a reduction to additional paid-in capital ("APIC"). Once APIC is reduced to zero, dividends will be recorded against retained earnings or accumulated deficit. See Note 13. Stockholders’ Equity for additional information on dividends paid.

Leasing Arrangements

Effective December 27, 2020, the Company adopted Accounting Standards Update 2016-02 (ASU 2016-02) which created a new topic, ASC 842 “Leases.” Subsequent to the issuance of ASU 2016-02, ASC 842 has been amended by various updates that amended and clarified the implementation of the standard.

In accordance with ASC 842, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use assets and lease obligations for its finance and operating leases with a term greater than 12 months, which are initially recognized based on the discounted future minimum lease payments over the term of the lease. The Company has elected the short-term practical expedient for short-term leases with an initial term of 12 months or less. As a result, the Company does not apply balance sheet recognition for these short-term leases and records aggregated lease expense.

The Company uses the implicit rate in the lease, if available, for calculating the present value of the lease payments. If the implicit rate is not readily determinable, the Company will use the applicable incremental borrowing rate in calculating the present value of the sum of the lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease.

The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company recognizes interest expense and depreciation expense for finance leases. Depreciation expense for assets held under finance leases are computed using the straight-line method over the lease term or useful life for leases that contain a transfer of title or reasonably certain purchase option. The Company elected to combine lease and non-lease components for all asset classes.

The Company’s lease agreements may contain variable lease payments for increases in rental payment as a result of indexation and variable storage and shipping utilization, common area maintenance, property tax, and utility charges, which are excluded from the measurement of its right-of-use assets and lease liabilities and are recognized as variable payments in the period in which the obligation for those payments is incurred. The Company’s real estate leases include

base rent escalation clauses. The majority of these are based on the change in a local consumer price or similar inflation index. Payments that may vary based on an index or rate are included in the measurement of our right-of-use assets and lease liabilities at the rate as of the commencement date with any subsequent changes to those payments being recognized as variable payments in the period in which they occur. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. See Note 10. Leases for additional information on leases.

New Accounting Pronouncements and Policies

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The FASB has subsequently issued supplemental and/or clarifying ASUs inclusive of ASU 2020-05, which updated the effective date for certain non-public companies to annual reporting periods beginning after December 15, 2021. Early adoption is permitted. These updates require an organization to recognize right-of-use assets and lease liabilities on the balance sheet and also disclose certain qualitative and quantitative information about leasing arrangements that allow the users of the financial statements to better understand the amount, timing, and uncertainty of cash flows arising from leases.

The Company early adopted ASU 2016-02 and all associated amendments on the first day of fiscal year 2021 (December 27, 2020) which includes, as allowed under ASU 2018-11, the ability to recognize a cumulative-effect adjustment through opening accumulated deficit as of the date of adoption. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical assessments of: (1) whether contracts are, or contain, leases, (2) lease classification and (3) initial direct costs. The Company did not elect the hindsight practical expedient. The Company elected a policy of not recording leases on its Condensed Consolidated Balance Sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to renew the leased asset. Due to the adoption of this guidance, the Company recognized operating right-of-use assets and operating lease liabilities of $16.3 million and $21.7 million, respectively, on the Condensed Consolidated Balance Sheets as of the date of adoption. The difference between the right-of-use assets and lease liabilities is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. There was no impact to opening accumulated deficit as a result of the adoption of the guidance. The adoption of this new guidance did not have a material impact on the Company’s results of operations, cash flows, and liquidity, and did not have a material impact on the Company’s covenant compliance under its existing credit agreement.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. This standard is intended to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope, such as trade receivables. The amendment is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which amends existing guidance to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, including interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. The Company adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, which provides updates for technical corrections, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements across various areas of accounting within GAAP. This ASU is effective for all entities for fiscal years beginning after December 15, 2020. The amendments of this ASU should be applied retrospectively. The Company

adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements or result in any retrospective changes.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments of ASU No. 2020-04 are effective for companies as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU No. 2021-1, Reference Rate Reform (Topic 848), which added clarification of the scope of Topic 848 for certain derivative instruments. The Company will continue to monitor the effects of rate reform, if any, on its contracts and the effects of adoption of these ASUs through December 31, 2022. The Company does not anticipate the amendments in these ASUs to be material to its consolidated financial statements upon adoption.

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Business Acquisitions

9 Months Ended

Sep. 25, 2021

Business Acquisitions

Business Acquisitions

3. Business Acquisitions

On October 23, 2020, the Company completed the purchase of 100% ownership interest in Birch Benders, a provider of pancake and waffle mix, and frozen waffles, whose products cater to a variety of lifestyles, including organic, plant-based, protein, paleo and keto alternatives. The acquisition diversified the Company’s consumer base and strengthened its presence in the breakfast and snacking categories. Consideration transferred for the transaction totaled $151.4 million, of which $146.4 million was paid with cash at closing, and $5.0 million contingent consideration was paid in May 2021 based on the achievement of specified operating results following completion of the acquisition. The assets acquired and liabilities assumed were recorded at their estimated fair values. Cash consideration for the acquisition was provided through borrowings under the Company’s credit facilities and cash and cash equivalents on-hand.

The consideration transferred for the transaction is summarized as follows:

(In thousands)
Cash consideration	$	146,406
Contingent consideration		5,000
Consideration transferred	$	151,406

The following table sets forth the final allocation of the Birch Benders acquisition consideration transferred to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

The final October 23, 2020 fair values are as follows:

(In thousands)
Accounts receivable, net	$	6,184
Inventories		13,697
Other current assets		129
Property and equipment		94
Intangible assets		96,300
Other long-term assets		11
Accounts payable		(4,543)
Accrued expense and other liabilities		(2,518)
Total assets acquired and liabilities assumed		109,354
Goodwill		42,052
Total consideration transferred	$	151,406

The final determination of the fair value of the assets acquired and liabilities assumed was completed during the quarter ended September 25, 2021. Since the initial preliminary estimates reported in the fourth quarter of 2020, the Company has updated certain amounts reflected in the preliminary purchase price allocation, as summarized in the fair values of assets acquired and liabilities assumed as set forth above. Specifically, accounts receivable acquired increased $253 thousand, inventories acquired decreased $167 thousand, other current assets acquired decreased $11 thousand, accounts payable assumed decreased $131 thousand and accrued expenses and other liabilities assumed increased $367 thousand. As a result of these adjustments, goodwill has increased $161 thousand.

Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. The final fair value determination of the assets acquired and liabilities assumed was completed prior to one year from the transaction completion, consistent with ASC 805, Business Combinations.

As a result of the acquisition of the Birch Benders business (the “Birch Benders Acquisition”), the Company recorded goodwill of $42.1 million. The goodwill recognized includes the fair value of the assembled workforce, which is not recognized as an intangible asset separable from goodwill, and expected synergies gained from the acquisition to generate revenue growth and future market development. The Company determined that the goodwill resulting from the Birch Benders Acquisition is deductible for tax purposes.

Intangible assets include the tradename and customer relationships of Birch Benders. Tradename represents the estimated fair value of the acquired entity’s name and logo with which the products are associated. The Company estimated the fair value of the tradename using the Multi-Period Excess Earnings Method. Significant assumptions include forecasted brand revenue adjusted to exclude inventory sales, company EBITDA margins, tax depreciation, tax rate, contributory asset charges, and discount rate.

Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers. The Company valued customer relationships using the avoided cost / lost profits method, a form of the income and cost approaches. Significant assumptions include forecast of revenues, cost of sales and operating expenses, and discount rate.

The final values assigned to tradename and customer relationships are $90.6 million and $5.7 million, respectively, and are amortized using the straight-line method over the estimated 20-year lives of the assets. The weighted average amortization period for the tradename and customer relationships is 20 years. See Note 7. Intangible Assets, Net for the estimated total intangible amortization expense during the next five years.

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Revenue Recognition

9 Months Ended

Sep. 25, 2021

Revenue Recognition

Revenue Recognition

4. Revenue Recognition

Revenue disaggregated by brand is as follows:

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Rao’s	$	101,118	$	75,157	$	299,632	$	217,382
Noosa		41,712		38,308		124,298		115,002
Michael Angelo’s		22,090		23,463		59,687		65,952
Birch Benders		13,813		—		46,325		—
Total net sales	$	178,733	$	136,928	$	529,942	$	398,336

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Inventories

9 Months Ended

Sep. 25, 2021

Inventories

Inventories

5. Inventories

Inventories consisted of the following:

(In thousands)	September 25, 2021		December 26, 2020
Finished goods	$	49,206	$	27,734
Raw materials and packaging supplies		11,071		19,335
Total inventories	$	60,277	$	47,069

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Goodwill

9 Months Ended

Sep. 25, 2021

Goodwill.

Goodwill

6. Goodwill

Changes in the carrying value of Goodwill during the 39-week period ended September 25, 2021 were as follows:

(In thousands)	Goodwill
Balance as of December 26, 2020	$	437,290
Purchase accounting adjustments (Note 3)		161
Balance as of September 25, 2021	$	437,451

The change in Goodwill attributed to the acquisition of a business during the 39 weeks ended September 25, 2021 was the result of measurement period adjustments made to the acquisition method of accounting for the Birch Benders Acquisition as described in Note 3. Business Acquisitions.

There were no impairment charges related to goodwill during the 13 weeks or 39 weeks ended September 25, 2021 or September 26, 2020.

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Intangible Assets, Net

9 Months Ended

Sep. 25, 2021

Intangible Assets, Net

Intangible Assets, Net

7. Intangible Assets, Net

Intangible asset, net, consisted of the following:

	September 25, 2021
	Gross carrying		Accumulated		Net carrying
(In thousands)	amount		amortization		amount
Intangible assets - definite lives
Customer relationships	$	213,000	$	66,863	$	146,137
Tradename		192,347		20,019		172,328
		405,347		86,882		318,465
Intangible assets - indefinite lives
Tradename		153,000		—		153,000
Total intangible assets	$	558,347	$	86,882	$	471,465

	December 26, 2020
	Gross carrying		Accumulated		Net carrying
(In thousands)	amount		amortization		amount
Intangible assets - definite lives
Customer relationships	$	213,000	$	53,461	$	159,539
Tradename		192,347		12,991		179,356
		405,347		66,452		338,895
Intangible assets - indefinite lives
Tradename		153,000		—		153,000
Total intangible assets	$	558,347	$	66,452	$	491,895

Amortization expense related to intangible assets during the 13 weeks ended September 25, 2021 and September 26, 2020 was $6.8 million and $5.6 million, respectively. Amortization expense related to intangible assets during the 39 weeks ended September 25, 2021 and September 26, 2020 was $20.4 million and $16.8 million, respectively. There were no impairment charges related to intangible assets during the 13 weeks or 39 weeks ended September 25, 2021 and September 26, 2020.

Estimated total intangible amortization expense during the next five fiscal years and thereafter is as follows:

(In thousands)	Amortization
Remainder of 2021	$	6,810
2022		27,240
2023		27,240
2024		27,240
2025		27,240
2026 and thereafter		202,695
Total	$	318,465

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Accrued Expenses

9 Months Ended

Sep. 25, 2021

Accrued Expenses

Accrued Expenses

8. Accrued Expenses

Accrued expenses consisted of the following:

(In thousands)	September 25, 2021		December 26, 2020
Accrued trade	$	19,686	$	23,010
Accrued general expense		23,353		18,275
Accrued compensation and benefits		12,696		20,179
Accrued marketing		4,679		3,637
Total accrued expenses	$	60,414	$	65,101

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Long-term debt

9 Months Ended

Sep. 25, 2021

Long-term debt

Long-term debt

9. Long-Term Debt

Long-term debt consisted of the following:

	September 25, 2021
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Initial First Lien Term Loan Facility	$	580,000	$	(7,985)	$	572,015
Initial Second Lien Facility		200,000		(4,308)		195,692
Revolving Facility		—		—		—
Finance lease liabilities		7,113		—		7,113
Total debt	$	787,113	$	(12,293)		774,820
Less: current portion of long-term debt						5,800
Less: current portion of finance lease liabilities						97
Total long-term debt					$	768,923

	December 26, 2020
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Senior debt	$	374,146	$	(10,282)	$	363,864
Revolver		—		—		—
Total debt	$	374,146	$	(10,282)		363,864
Less: current portion of long-term debt						3,818
Total long-term debt					$	360,046

Senior Debt

In November 2018, in conjunction with the acquisition of Noosa, Sovos Intermediate (“Borrower”) entered into a Credit Facility Agreement with Credit Suisse, Citizens Bank N.A. (“Citizens”), Deutsche Bank, and Aresbank, S.A. (“Credit Agreement”) with a term loan of $280 million (“2018 Term Loan”) and a revolving line of credit of $45 million (“Revolving Line of Credit”). In accordance with the Credit Agreement, the Company repaid the outstanding 2017 term loan of $158.4 million with Citizens as well as the amount outstanding under the revolving line of credit of $7.0 million.

In October 2020, the Company entered into an amendment to its Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement provided, among other things, for an additional $100.0 million term loan (the “Incremental Term Loan”) which was part of the same class and had the same terms as the 2018 Term Loan. The Company analyzed the amendment and determined the Incremental Term Loan was not considered a debt modification because the existing 2018 Term Loan was not paid off. The Company paid debt issuance costs related to the Incremental Term Loan of $3.2 million, which were all capitalized.

In June 2021, Sovos Intermediate entered into a First Lien Credit Agreement (“First Lien Credit Agreement”) among Sovos Intermediate, Sovos Brands Holdings, Inc., Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent and collateral agent, and the lenders and issuing banks from time to time party thereto (“First Lien Lenders”), consisting of an initial term loan facility of $580.0 million (“Initial First Lien Term Loan Facility”), and a revolving credit facility of $125.0 million (“Revolving Facility”), including a letter of credit facility with a $45.0 million sublimit. Also in June 2021, Sovos Intermediate entered into a Second Lien Credit Agreement (“Second Lien Credit Agreement”) among Sovos Intermediate, Sovos Brands Holdings, Inc., Owl Rock Capital Corporation, as administrative agent and collateral agent, and the lenders from time to time party thereto (“Second Lien Lenders”), consisting of an initial term loan facility of $200.0 million (“Initial Second Lien Facility”). In accordance with the First Lien Credit Agreement

and Second Lien Credit Agreement, the Company repaid the outstanding 2018 Term Loan and Incremental Term Loan of $373.2 million to Credit Suisse and made a restricted payment for the purpose of paying a dividend in the amount of $400.0 million to the direct or indirect equity holders of the Ultimate Parent. See Note 13. Stockholders’ Equity for further information on the dividend payment.

As the debt transaction on the Initial First Lien Term Loan Facility and Initial Second Lien Facility was accounted for as an extinguishment of the old debt, the Company wrote off $9.4 million of the existing 2018 Term Loan and Incremental Term Loan debt issuance costs to expense. The Initial First Lien Term Loan Facility and Initial Second Lien Facility were issued with discounts of $1.5 million and $4.0 million respectively, and the Company paid debt issuance costs of $6.8 million and $0.5 million respectively. The discounts and debt issuance costs paid on the Initial First Lien Term Loan Facility and Initial Second Lien Facility were capitalized. The debt transaction on the Revolving Facility was accounted for as a debt modification. The Company continued to amortize $0.2 million of the existing Revolving Line of Credit debt issuance costs over the new life of the debt, wrote off $0.3 million of the existing Revolving Line of Credit debt issuance costs to expense, and paid $1.1 million in debt issuance costs for the new Revolving Facility, which was capitalized.

The amortization of debt issuance costs and discount of $0.5 million and $0.4 million for the 13 weeks ended September 25, 2021 and September 26, 2020, respectively, and $1.6 million and $1.3 million for the 39 weeks ended September 25, 2021 and September 26, 2020, respectively, is included within interest expense in the Condensed Consolidated Statements of Operations.

The interest rate for the Initial First Lien Term Loan Facility and Revolving Facility is London Inter-Bank Offered Rate (“LIBO Rate”) plus an applicable rate contingent on the Company’s calculated first lien leverage ratio, ranging from 400 to 425 basis points, and is subject to a 50 basis points reduction, at each level, after the consummation of an initial public offering (as used in this paragraph, an "IPO"). The interest rate for the Initial Second Lien Facility is LIBO Rate plus 8.00% per annum and is subject to a 25 basis points reduction after the consummation of an IPO. In no event shall the LIBO Rate be less than 0.75% per annum for both the Initial First Lien Term Loan Facility and the Initial Second Lien Facility, or less than 0.00% per annum for the Revolving Line of Credit. The Initial First Lien Term Loan Facility mature on June 8, 2028, the Initial Second Lien Facility mature on June 8, 2029 and the Revolving Facility matures on June 8, 2026. The Initial First Lien Term Loan Facility and the Initial Second Lien Facility are collateralized by substantially all of the assets of the Company.

As of September 25, 2021, the Company had available credit of $125 million under the Revolving Facility, and as of December 26, 2020, the Company had available credit of $45 million under the Revolving Line of Credit. There was zero outstanding on either of the Company’s Revolving Lines of Credit as of September 25, 2021 and December 26, 2020. As of September 25, 2021, the effective interest rate for the Initial First Lien Term Loan Facility and Revolving Facility was 5.00%, and the effective interest rate for the Initial Second Lien Facility was 8.75%. As of December 26, 2020, the effective interest rate for the Incremental Term Loan and the 2018 Term Loan was 5.70%.

Loan Covenants

In connection with the First Lien Credit Agreement and Second Lien Credit Agreement, the Company has various financial, affirmative, and negative covenants that it must adhere to as specified within the loan agreements. The First Lien Credit Agreement contains a springing financial covenant, which requires the Borrower to maintain a first lien net leverage ratio of consolidated first lien net debt to consolidated EBITDA (with certain adjustments as set forth in the First Lien Credit Agreement) no greater than 6.95:1.00. Such financial covenant is tested only if outstanding revolving loans (excluding any undrawn letters of credit) minus unrestricted cash exceed 35% of the aggregate revolving credit commitments. The financial covenant is subject to customary “equity cure” rights. In addition, under the First Lien Credit Agreement, an annual excess cashflow calculation is required, to determine if any excess is required to be paid on the Initial First Lien Term Loan Facility. As of September 25, 2021, the Company had no outstanding revolving loans, so did not meet the requirement to test the financial covenant under the First Lien Credit Agreement. As of December 26, 2020, the Company was compliant with its financial covenants under the Amended Credit Agreement, and no cash was required to be paid on the Incremental Term Loan and 2018 Term Loan.

Finance Lease Liabilities

The Company classifies a lease as a finance lease if the lease term is for a major part, or at least 75%, of the remaining economic life of the underlying asset, or if a lease triggers the present value test or the alternative use test. Prior to the adoption of ASU 2016-02, finance lease liabilities were classified within accrued expenses and other long-term liabilities.

See Note 10. Leases and Note 16. Related Party Transactions for additional discussion of the finance lease liabilities.

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Leases

9 Months Ended

Sep. 25, 2021

Leases

Leases

10. Leases

The Company leases real estate in the form of distribution centers, manufacturing facilities, equipment, and office space. Generally, the term for real estate leases ranges from 2 to 10 years at inception of the contract. Generally, the term for equipment leases is 5 years at inception of the contract. Most manufacturing facilities and office space leases include one or more options to renew, with renewal terms that generally can extend the lease term from 2 to 30 years. The exercise of lease renewal options is at the Company’s discretion.

Operating and finance lease costs are included within Cost of sales and Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. Sublease income was not material for the periods presented.

The components of lease expense were as follows:

		13 Weeks Ended		39 Weeks Ended
(In thousands)	Statement of Operations Caption	September 25, 2021		September 25, 2021
Operating lease cost:
Lease cost	Cost of sales and Selling, general and administrative	$	841	$	2,426
Variable lease cost (1)	Cost of sales and Selling, general and administrative		356		1,012
Total operating lease cost			1,197		3,438
Short term lease cost	Cost of sales and Selling, general and administrative		61		172
Finance lease cost:
Amortization of right-of-use assets	Cost of sales and Selling, general and administrative		66		196
Interest on lease liabilities	Interest expense		133		399
Total finance lease cost			199		595
Total lease cost		$	1,457	$	4,205

(1) Variable lease cost primarily consists of common area maintenance, utilities, taxes, and insurance.

The gross amount of assets and liabilities related to both operating and finance leases were as follows:

(In thousands)	Balance Sheet Caption	September 25, 2021
Assets
Operating lease right-of-use assets	Operating lease right-of-use assets	$	16,267
Finance lease right-of-use assets	Property and equipment, net		6,364
Total lease assets		$	22,631
Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	3,176
Finance lease liabilities	Current portion of long-term debt		97
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		18,089
Finance lease liabilities	Long-term debt, net of debt issuance costs		7,016
Total lease liabilities		$	28,378

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases at September 25, 2021 were as follows:

	Operating Leases		Finance Leases
Weighted-average remaining lease term (in years)	7.3		34.9
Weighted-average discount rate	4.9	%	7.8	%

Future maturities of lease liabilities as of September 25, 2021 were as follows:

(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2021	$	1,066	$	155
2022		4,035		604
2023		4,040		609
2024		3,472		557
2025		2,961		549
Thereafter		9,914		19,489
Total lease payments		25,488		21,963
Less: Interest		(4,223)		(14,850)
Present value of lease liabilities	$	21,265	$	7,113

As of September 25, 2021, the Company did not have any significant additional operating or finance leases that have not yet commenced.

Supplemental cash flow and other information related to leases were as follows:

	39 Weeks Ended
(In thousands)	September 25, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,883
Operating cash flows from finance leases		399
Financing cash flows from finance leases		49
Right-of-use assets obtained in exchange for new lease liabilities
Finance leases		—
Operating leases		1,638

Comparative Information as Reported Under Previous Accounting Standards

The following comparative information is reported based upon previous accounting standards in effect for the periods presented.

Future minimum payments under lease arrangements with a remaining term in excess of one year as of December 26, 2020 were as follows:

	Capital		Operating		Related Party		Related Party
(In thousands)	Leases		Leases		Capital Lease		Operating Lease
Fiscal Year Ending:
2021	$	105	$	3,783	$	495	$	27
2022		105		3,808		500		27
2023		105		3,813		505		28
2024		48		3,244		510		28
2025		34		2,733		515		28
Thereafter		—		7,650		19,489		1,065
Total	$	397	$	25,031	$	22,014	$	1,203

For the 13 weeks and 39 weeks ended September 26, 2020, rent expense for operating leases was $0.8 million and $2.5 million, respectively.

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Commitments and Contingencies

9 Months Ended

Sep. 25, 2021

Commitments and Contingencies.

Commitments and Contingencies

11. Commitments and Contingencies

Litigation

From time to time, we are subject to various legal actions arising in the ordinary course of our business. We cannot predict with reasonable assurance the outcome of these legal actions brought against us as they are subject to uncertainties. Accordingly, any settlement or resolution in these legal actions may occur and affect our net income (loss) in such period as the settlement or resolution. We do not believe the outcome of any existing legal actions would have a material adverse effect on our consolidated financial statements taken as a whole.

Purchase Commitments

As of September 25, 2021, the Company had purchase commitments to third-party manufacturers, primarily for materials and supplies used in the manufacture of the Company’s products, for an aggregate of $22.1 million.

See Note 16. Related Party Transactions for information about our commitments to related parties.

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Equity-Based Compensation

9 Months Ended

Sep. 25, 2021

Equity-Based Compensation.

Equity-Based Compensation

12. Equity-Based Compensation

Prior to the pricing of the Company’s IPO on September 22, 2021, the employees and certain nonemployees of the Company received equity-based compensation in the form of Incentive Units (“IUs”) of the Ultimate Parent, as consideration for services to the Company. The IUs, which did not have voting rights, were deemed to be equity instruments subject to expense recognition under FASB ASC 718, Compensation — Stock Compensation. The estimate of fair value of the IUs granted was determined as of the grant date.

The fair value of the IUs was estimated using a two-step process. First, the enterprise value of Sovos Brands Holdings, Inc. was established using two generally accepted valuation methodologies: discounted cash flow analysis and guideline comparable public company analysis. Second, the enterprise value was allocated among the securities that comprise the capital structure of Sovos Brands Holdings, Inc. using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate.

The IUs were held as partnership interests in the Ultimate Parent. In connection with the IPO, the Ultimate Parent distributed its shares of Sovos Brands, Inc. common stock to its limited partners, including holders of IUs, in accordance with the applicable terms of its partnership agreement. Holders of IUs received shares of common stock and restricted common stock of Sovos Brands, Inc. in respect of their IUs. The common stock was distributed with respect to vested IUs and the restricted common stock was distributed with respect to unvested IUs, with the vesting of such restricted common stock tracking the same vesting terms as the related unvested IUs.

As of September 25, 2021, 94,646 shares of restricted common stock resulting from the distribution of common stock with respect to unvested time-based IUs vest upon fulfilling time-based service conditions and are scheduled to vest through 2024. As of September 25, 2021, the remaining 3,319,291 shares of restricted common stock resulting from the distribution with respect to unvested performance-based IUs will vest only if certain performance conditions are achieved including exceeding a multiple of invested capital (“MOIC”). Shares of restricted common stock that do not vest are not cancelled but instead remain outstanding and are forfeited back to the Ultimate Parent.

During the 13 weeks and 39 weeks ended September 25, 2021, the Company recorded equity-based compensation expense of approximately $0.3 million and $1.4 million, respectively, related to the restricted common stock with time-based service vesting conditions. During the 13 weeks and 39 weeks ended September 26, 2020, the Company recorded equity-based compensation expense of approximately $0.5 million and $1.5 million, respectively, related to the IUs with time-based service vesting conditions.

In connection with the IPO, a change in the vesting of the existing performance-based IUs and accordingly the related distributed restricted stock resulted in a modification to the grants and required the shares to be revalued as of the IPO date, resulting in a modified grant date fair value of approximately $13.0 million. The fair value of the performance-based restricted stock awards was calculated using a Monte Carlo simulation option pricing model which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate.  Specifically, the model revalued the performance units based on the revised vesting condition of the 2.0x MOIC restricted stock units achieving the 2.0x MOIC based on a 30-day volume weighted average price with remainder of the restricted stock units vesting upon the earlier of the Ultimate Parent owning 25% or less of the company or 30 months post-IPO.

The Company recognized approximately $0.7 million of equity-based compensation expense during the 13 weeks ended September 25, 2021 related to the performance-based restricted common stock and will recognize the remaining expense for these awards ratably over the applicable 30-month period. Prior to the distribution of common stock with respect to the performance-based IUs, the performance conditions for the performance-based IUs were not deemed probable of occurrence, and therefore, no compensation cost was recorded for such IUs prior to September 23, 2021.

The equity-based compensation expense prior to the IPO was considered to be a transaction with the Ultimate Parent and was classified as a component within additional paid-in capital in the Company’s consolidated statements of changes in stockholder’s equity.

2021 Equity Incentive Plan

Effective September 21, 2021, the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) which reserves 9,739,244 shares of common stock. The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units or stock-based awards to eligible employees, consultants and directors.

Issuance of Restricted Stock Units

In connection with the IPO, and under the 2021 Plan, the Company granted 967,158 time-based restricted stock units (“RSUs”) to certain employees and independent directors. The RSUs include (i) 759,362 RSUs issued to certain employees with each award vesting 100% on the third anniversary of the grant date, subject in general to the applicable employee’s continued service through the vesting date, (ii) 191,130 RSUs issued to certain employees and independent directors with each award vesting in three equal annual installments, subject in general to the employee’s or director’s continued service through the vesting date, and (iii) 16,666 RSUs issued to certain of our independent directors that vest on the earlier of the first anniversary of the grant date and immediately prior to our first annual meeting of stockholders following the IPO, in each case subject to the applicable director’s continued service through the vesting date. Additionally, in connection with

the IPO, and under the 2021 Plan, the Company granted 687,690 performance-based restricted stock units (“PSUs) to certain employees with each award vesting subject in general to the achievement of the performance condition and subject to the employee’s continued service through the vesting date.

The fair value of the PSUs was estimated using a Monte Carlo simulation option pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. The Company expects to record equity-based compensation expense of approximately $16.5 million through the third quarter of 2024 resulting from the issuance of these PSUs.

As of September 25, 2021, there was an aggregate of 8,084,396 shares of common stock available for future equity awards under the 2021 Plan.

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Stockholders' Equity

9 Months Ended

Sep. 25, 2021

Stockholders' Equity

Stockholders' Equity

13. Stockholders’ Equity

Dividend distribution

On June 8, 2021, the Company paid a one-time cash dividend to the Ultimate Parent. The total amount of the dividend was $400 million and was recorded against APIC.

Stock split

On September 8, 2021, the Company filed a certificate of amendment to its Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware. Prior to the effective date of the Certificate of Amendment, the Company was authorized to issue 750,000 shares of common stock at $0.01 par value. As a result of the filing of the Certificate of Amendment, the Company became authorized to issue 500,000,000 shares of common stock at $0.001 par value. Pursuant to the Certificate of Amendment, on September 8, 2021 the Company effected a stock split of its common stock, at a rate of 120.8-for-1 (the “Stock Split”), accompanied by a corresponding increase in the Company's issued and outstanding shares of common stock. No fractional shares of common stock were issued upon the Stock Split. Any holder of common stock with aggregated shares totaling to fractional shares were rounded up to the nearest whole share. The accompanying consolidated financial statements and related disclosure for periods prior to the Stock Split have been retroactively restated to reflect the filing of the Certificate of Amendment, including the Stock Split.

As a result of the Stock Split, the Company had a total of 74,058,447 shares issued and outstanding as of September 8, 2021. In connection with the IPO, on September 22, 2021, the Ultimate Parent distributed its shares of Sovos Brands, Inc. common stock to its limited partners, including holders of IUs, in accordance with the applicable terms of its partnership agreement.

Preferred Stock

On September 23, 2021, the Company filed an amended and restated certificate of incorporation (“Amended and Restated Charter”) with the Secretary of State of the State of Delaware, which was effective on September 23, 2021. As a result of the filing of the Amended and Restated Charter, the Company was authorized to issue 510,000,000 shares, divided into two classes as follows: (i) 500,000,000 shares are designated shares of common stock, par value $0.001 per share, and (ii) 10,000,000 shares are designated shares of preferred stock, par value $0.001 per share.

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Income Taxes

9 Months Ended

Sep. 25, 2021

Income Taxes

Income Taxes

14. Income Taxes

The tax expense and the effective tax rate resulting from operations were as follows:

	13 Weeks Ended						39 Weeks Ended
(In thousands)	September 25, 2021			September 26, 2020			September 25, 2021			September 26, 2020
Income (loss) before income taxes	$	(1,117)		$	2,010		$	13,972		$	16,002
Effective income tax (expense) benefit	$	(3,497)		$	226		$	(8,213)		$	(4,698)
Effective tax rate		313.1	%		11.2	%		58.8	%		29.4	%

The effective tax rates for the 13 weeks and 39 weeks ended September 25, 2021 and September 26, 2020 differ from the statutory United States federal income and state and local income tax rates primarily due to nondeductible stock-based compensation, limitation on the deduction of executive compensation for public companies, and costs associated with the IPO that require capitalization for federal income tax purposes.

The Company’s effective tax rate may increase or decrease with changes in, among other things, the amount of income or loss by jurisdiction, changes in tax law, and the movement of liabilities established pursuant to accounting guidance for unrecognized tax benefits as statutes of limitations expire, positions are effectively settled, or when additional information becomes available.  Significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate and recognized in the interim period in which the transaction arises. For the 39 weeks ended September 25, 2021, the Company excluded the $9.7 million of debt extinguishment costs in the calculation of the effective tax rate. For the 13 weeks ended September 25, 2021 and the 13 weeks and 39 weeks ended September 26, 2020, there were no significant unusual or infrequent items excluded in the calculation of the effective tax rate. Proposed or pending tax law changes in the various jurisdictions in which we do business may have an impact on our effective tax rate and will be reflected as such in the period of enactment. Based upon the mix and timing of the Company’s actual annual earnings or loss compared to annual projections, as well as changes in the factors noted above, the Company’s effective tax rate may vary quarterly and may make quarterly comparisons not meaningful.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 25, 2021

Fair Value of Financial Instruments

Fair Value of Financial Instruments

15. Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date, and establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: inputs for the asset or liability that are based on unobservable inputs in which there is little or no market data.

Cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses are reflected in the Condensed Consolidated Balance Sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.

The Company’s borrowing instruments are recorded at their carrying values in the Condensed Consolidated Balance Sheets, which may differ from their respective fair values. The carrying values and estimated fair values of the Company’s senior debt and revolver approximate their carrying values as of September 25, 2021 and December 26, 2020, based on interest rates currently available to the Company for similar borrowings.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the 39 weeks ended September 25, 2021 and the fiscal year ended December 26, 2020.

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Related Party Transactions

9 Months Ended

Sep. 25, 2021

Related Party Transactions

Related Party Transactions

16. Related Party Transactions

The Company has two related party leases for a manufacturing facility and land. The facility and land are leased from Morning Fresh Dairy (“Morning Fresh”), a related party entity owned and controlled by a board member of the Company and major equity holder of the Ultimate Parent. The facility lease and land lease are classified as a finance lease and operating lease, respectively, based on the original lease term and reasonably certain renewal options. As of September 25, 2021, the facility has a lease liability balance of $6.8 million which is primarily recognized as long-term debt in our Condensed Consolidated Balance Sheets. As of September 25, 2021, the land lease has a liability balance of $0.5 million which is primarily recognized as long-term operating lease liabilities in our Condensed Consolidated Balance Sheets. The facility and land lease contained total payments of approximately $144 thousand and $120 thousand for the 13 weeks ended September 25, 2021 and September 26, 2020, respectively, and $393 thousand and $361 thousand for the 39 weeks ended September 25, 2021 and September 26, 2020, respectively.

Morning Fresh regularly purchases finished goods inventory from the Company for sale to its customers. Additionally, Morning Fresh regularly supplies milk used in the Company’s manufacturing process.

Sales to and purchases from Morning Fresh were as follows:

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Sales	$	122	$	112	$	357	$	329
Purchases	$	1,468	$	1,186	$	4,309	$	3,792

Amounts outstanding in respect to Morning Fresh transactions were as follows:

(In thousands)	September 25, 2021		December 26, 2020
Receivables	$	34	$	66
Payables	$	666	$	503

The Company has a milk supply agreement with Morning Fresh for a base term ending December 31, 2027, with the option available for extension for a total of fifteen additional 2-year periods to December 31, 2057. Four years’ advance written notice is required to terminate the agreement. Milk will be priced on a month-to-month basis by USDA Central Federal Order No. 32 for Class II milk, plus surcharges and premiums, provided that the final price of the milk shall be 23.24 cents per hundred weight less than the published Dairy Farmers of America bill for that month. The Company will accept up to 3,650,000 gallons as determined by Morning Fresh in 2020, and for each year of the term thereafter. As of September 25, 2021, the Company has future commitments to purchase approximately $33.9 million of milk from Morning Fresh, approximated at current market price. In addition, the Company has agreed to pay an additional $33 thousand monthly through December 31, 2027 to cover the landowner’s incremental costs relating to capital improvements necessary to support increased milk production required by the Company over the term of this agreement. If the agreement is terminated before December 1, 2027, the Company will be required to pay an early termination penalty, which declines from $3.0 million at the inception of the agreement to $0 over the ten-year term, based on an amortization table outlined in the agreement.

In January 2019, the Company entered into an agreement with a stockholder, to sell and issue 5,217 Class A units in exchange for a $6 million stockholder note receivable, which was recorded within stockholders’ equity. In accordance with the agreement, interest on the note accrued and compounded quarterly at a rate equal to the long-term applicable federal rate per annum on date of issuance on the unpaid principal amount of the note. The federal rate used on the date of issuance was the January 2019 long-term applicable federal rates for purposes of IRC 1274(d), which was 3.12%. On February 26, 2021, the stockholder note receivable plus accrued and unpaid interest was paid in full in the amount of $6.4 million.

Advent International Corporation (“Advent” or “our Sponsor”) is a private equity firm which has invested funds in the Ultimate Parent. Although no individual fund owns a controlling interest in us, together the funds represent our current majority owners.

Our Sponsor and its affiliates have ownership interests in a broad range of companies. We have entered and may in the future enter into commercial transactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services.

During the 13 weeks and 39 weeks ended September 25, 2021 and the 13 weeks and 39 weeks ended September 26, 2020, our Sponsor held an interest in Fort Dearborn Company (“Fort Dearborn”), a supplier of packaging labels. Purchases of labels from Fort Dearborn were $0.2 million and $1.5 million for the 13 weeks and 39 weeks ended September 25, 2021, respectively and $0.7 million and $1.3 million for the 13 weeks and 39 weeks ended September 26, 2020, respectively.

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Earnings Per Share

9 Months Ended

Sep. 25, 2021

Earnings Per Share

Earnings Per Share

17. Earnings Per Share

Basic and diluted earnings (loss) per share (“EPS’) were as follows:

	13 Weeks Ended				39 Weeks Ended
(In thousands, except share and per share amounts)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net income (loss)	$	(4,614)	$	2,236	$	5,759	$	11,304
Basic
Weighted average basic common shares outstanding		74,058,447		74,058,719		74,058,447		74,058,644
Basic earnings (loss) per share	$	(0.06)	$	0.03	$	0.08	$	0.15
Diluted
Weighted average diluted common shares outstanding		74,058,447		76,394,135		74,058,453		76,259,190
Diluted earnings (loss) per share	$	(0.06)	$	0.03	$	0.08	$	0.15

EPS calculations for the 13 weeks ended September 25, 2021 excluded 61 shares that would have been anti-dilutive due to the net loss for the period.

There were no anti-dilutive shares for the EPS calculations for the 39 weeks ended September 25, 2021 and the 13 weeks and 39 weeks ended September 26, 2020, respectively.

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Subsequent Events

9 Months Ended

Sep. 25, 2021

Subsequent Events

Subsequent Events

18. Subsequent Events

The Company has evaluated subsequent events after the balance sheet date of September 25, 2021, through the filing date of this report. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited Condensed Consolidated Financial Statements.

Organizational Transactions and IPO

On September 27, 2021, the Company closed its IPO of 23,334,000 shares of common stock, $0.001 par value per share, at an offering price of $12.00 per share, and received net proceeds from the IPO of approximately $263.2 million, net of $16.8 million in underwriting discounts and commissions.

Subsequent to the IPO, the underwriters exercised their option to purchase an additional 3,500,100 shares of common stock. The Company closed its sale of such additional shares on October 5, 2021, resulting in net proceeds of approximately $39.5 million, net of $2.5 million in underwriting discounts and commissions.

As a result of the IPO and the exercise of the underwriters’ option to purchase additional shares, the new investors in the Company own 26,834,100 shares of the common stock, or approximately 26.6% of the total 100,892,547 shares of common stock outstanding as of November 9, 2021.

Long-Term Debt

On September 27, 2021, using net proceeds of the IPO, the Company paid the full outstanding principal balance on the Initial Second Lien Facility of $200.0 million plus accrued interest of approximately $2.9 million. Upon the full prepayment of the Initial Second Lien Facility, the Company recognized a loss on the loan extinguishment resulting in a write-off of $4.3 million of the related unamortized issuance costs and discounts. Additionally, on September 29, 2021, and October 8, 2021, the Company prepaid $59.7 million and $39.5 million, respectively, of the outstanding principal balance under the Initial First Lien Term Loan Facility, plus total accrued interest of approximately $0.9 million. Upon the partial prepayment of the Initial First Lien Term Loan Facility, the Company recognized a $1.4 million proportional loss on the partial extinguishment of the related unamortized issuance costs and discounts.

The remaining principal balance on the Initial First Lien Term Loan Facility, after the $59.7 million and $39.5 million prepayments, is $480.8 million. The Company has directed Credit Suisse to apply the prepayments against future scheduled principal installments, which eliminates all future principal payments for the remaining term of the loan.

As of September 27, 2021, the closing date of the IPO, the interest rate on the Initial First Lien Term Loan Facility and Revolving Facility decreased 50 basis points, from an effective rate of 5.00% to 4.50%.

Equity-Based Compensation

On November 4, 2021, the Company and the Limited Partnership modified a portion of the existing equity-based compensation awards dated September 22, 2021 among the Company, Limited Partnership and the holders of such restricted stock. As a result of these modifications, a portion of the shares that would have vested based upon a 4.0 MOIC (including any related linear interpolation, the “Original Vesting Criteria”) instead vest on the last day of fiscal 2022 or on the last day of fiscal 2023, or upon achievement of the Original Vesting Criteria, if earlier. The Company expects that this modification will result in an incremental non-cash expense of approximately $5.0 million through the fourth quarter of fiscal 2022 and approximately $1.1 million in fiscal 2023.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 25, 2021

Summary of Significant Accounting Policies

Dividends Paid

Dividends Paid

The Company does not have an established dividend policy. The Company’s board of directors (the “Board”) has sole authority to determine if and when dividends will be declared and on what terms. Dividend payments, if any, depend on the Company’s earnings, capital requirements, financial condition, excess availability under the Company’s lines of credit, market and economic conditions, and other factors considered relevant. The Company will record all dividends as a reduction to additional paid-in capital ("APIC"). Once APIC is reduced to zero, dividends will be recorded against retained earnings or accumulated deficit. See Note 13. Stockholders’ Equity for additional information on dividends paid.

Leasing Arrangements

Leasing Arrangements

Effective December 27, 2020, the Company adopted Accounting Standards Update 2016-02 (ASU 2016-02) which created a new topic, ASC 842 “Leases.” Subsequent to the issuance of ASU 2016-02, ASC 842 has been amended by various updates that amended and clarified the implementation of the standard.

In accordance with ASC 842, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use assets and lease obligations for its finance and operating leases with a term greater than 12 months, which are initially recognized based on the discounted future minimum lease payments over the term of the lease. The Company has elected the short-term practical expedient for short-term leases with an initial term of 12 months or less. As a result, the Company does not apply balance sheet recognition for these short-term leases and records aggregated lease expense.

The Company uses the implicit rate in the lease, if available, for calculating the present value of the lease payments. If the implicit rate is not readily determinable, the Company will use the applicable incremental borrowing rate in calculating the present value of the sum of the lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease.

The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company recognizes interest expense and depreciation expense for finance leases. Depreciation expense for assets held under finance leases are computed using the straight-line method over the lease term or useful life for leases that contain a transfer of title or reasonably certain purchase option. The Company elected to combine lease and non-lease components for all asset classes.

The Company’s lease agreements may contain variable lease payments for increases in rental payment as a result of indexation and variable storage and shipping utilization, common area maintenance, property tax, and utility charges, which are excluded from the measurement of its right-of-use assets and lease liabilities and are recognized as variable payments in the period in which the obligation for those payments is incurred. The Company’s real estate leases include

base rent escalation clauses. The majority of these are based on the change in a local consumer price or similar inflation index. Payments that may vary based on an index or rate are included in the measurement of our right-of-use assets and lease liabilities at the rate as of the commencement date with any subsequent changes to those payments being recognized as variable payments in the period in which they occur. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. See Note 10. Leases for additional information on leases.

New Accounting Pronouncements and Policies

New Accounting Pronouncements and Policies

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The FASB has subsequently issued supplemental and/or clarifying ASUs inclusive of ASU 2020-05, which updated the effective date for certain non-public companies to annual reporting periods beginning after December 15, 2021. Early adoption is permitted. These updates require an organization to recognize right-of-use assets and lease liabilities on the balance sheet and also disclose certain qualitative and quantitative information about leasing arrangements that allow the users of the financial statements to better understand the amount, timing, and uncertainty of cash flows arising from leases.

The Company early adopted ASU 2016-02 and all associated amendments on the first day of fiscal year 2021 (December 27, 2020) which includes, as allowed under ASU 2018-11, the ability to recognize a cumulative-effect adjustment through opening accumulated deficit as of the date of adoption. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical assessments of: (1) whether contracts are, or contain, leases, (2) lease classification and (3) initial direct costs. The Company did not elect the hindsight practical expedient. The Company elected a policy of not recording leases on its Condensed Consolidated Balance Sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to renew the leased asset. Due to the adoption of this guidance, the Company recognized operating right-of-use assets and operating lease liabilities of $16.3 million and $21.7 million, respectively, on the Condensed Consolidated Balance Sheets as of the date of adoption. The difference between the right-of-use assets and lease liabilities is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. There was no impact to opening accumulated deficit as a result of the adoption of the guidance. The adoption of this new guidance did not have a material impact on the Company’s results of operations, cash flows, and liquidity, and did not have a material impact on the Company’s covenant compliance under its existing credit agreement.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments. This standard is intended to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope, such as trade receivables. The amendment is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which amends existing guidance to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, including interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. The Company adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, which provides updates for technical corrections, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements across various areas of accounting within GAAP. This ASU is effective for all entities for fiscal years beginning after December 15, 2020. The amendments of this ASU should be applied retrospectively. The Company

adopted this standard effective December 27, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements or result in any retrospective changes.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments of ASU No. 2020-04 are effective for companies as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU No. 2021-1, Reference Rate Reform (Topic 848), which added clarification of the scope of Topic 848 for certain derivative instruments. The Company will continue to monitor the effects of rate reform, if any, on its contracts and the effects of adoption of these ASUs through December 31, 2022. The Company does not anticipate the amendments in these ASUs to be material to its consolidated financial statements upon adoption.

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Business Acquisitions (Tables)

9 Months Ended

Sep. 25, 2021

Business Acquisitions

Schedule of consideration transferred

(In thousands)
Cash consideration	$	146,406
Contingent consideration		5,000
Consideration transferred	$	151,406

Schedule of estimated fair value of assets acquired and liabilities assumed

(In thousands)
Accounts receivable, net	$	6,184
Inventories		13,697
Other current assets		129
Property and equipment		94
Intangible assets		96,300
Other long-term assets		11
Accounts payable		(4,543)
Accrued expense and other liabilities		(2,518)
Total assets acquired and liabilities assumed		109,354
Goodwill		42,052
Total consideration transferred	$	151,406

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Revenue Recognition (Tables)

9 Months Ended

Sep. 25, 2021

Revenue Recognition

Schedule of revenue disaggregated

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Rao’s	$	101,118	$	75,157	$	299,632	$	217,382
Noosa		41,712		38,308		124,298		115,002
Michael Angelo’s		22,090		23,463		59,687		65,952
Birch Benders		13,813		—		46,325		—
Total net sales	$	178,733	$	136,928	$	529,942	$	398,336

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Inventories (Tables)

9 Months Ended

Sep. 25, 2021

Inventories

Schedule of inventories

(In thousands)	September 25, 2021		December 26, 2020
Finished goods	$	49,206	$	27,734
Raw materials and packaging supplies		11,071		19,335
Total inventories	$	60,277	$	47,069

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Goodwill (Tables)

9 Months Ended

Sep. 25, 2021

Goodwill.

Schedule of Goodwill

(In thousands)	Goodwill
Balance as of December 26, 2020	$	437,290
Purchase accounting adjustments (Note 3)		161
Balance as of September 25, 2021	$	437,451

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Intangible Assets, Net (Tables)

9 Months Ended

Sep. 25, 2021

Intangible Assets, Net

Schedule of intangible assets net

	September 25, 2021
	Gross carrying		Accumulated		Net carrying
(In thousands)	amount		amortization		amount
Intangible assets - definite lives
Customer relationships	$	213,000	$	66,863	$	146,137
Tradename		192,347		20,019		172,328
		405,347		86,882		318,465
Intangible assets - indefinite lives
Tradename		153,000		—		153,000
Total intangible assets	$	558,347	$	86,882	$	471,465

	December 26, 2020
	Gross carrying		Accumulated		Net carrying
(In thousands)	amount		amortization		amount
Intangible assets - definite lives
Customer relationships	$	213,000	$	53,461	$	159,539
Tradename		192,347		12,991		179,356
		405,347		66,452		338,895
Intangible assets - indefinite lives
Tradename		153,000		—		153,000
Total intangible assets	$	558,347	$	66,452	$	491,895

Schedule of amortization expenses intangible assets net

(In thousands)	Amortization
Remainder of 2021	$	6,810
2022		27,240
2023		27,240
2024		27,240
2025		27,240
2026 and thereafter		202,695
Total	$	318,465

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Accrued Expenses (Tables)

9 Months Ended

Sep. 25, 2021

Accrued Expenses

Schedule of Accrued Expenses

(In thousands)	September 25, 2021		December 26, 2020
Accrued trade	$	19,686	$	23,010
Accrued general expense		23,353		18,275
Accrued compensation and benefits		12,696		20,179
Accrued marketing		4,679		3,637
Total accrued expenses	$	60,414	$	65,101

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Long-term debt (Tables)

9 Months Ended

Sep. 25, 2021

Long-term debt

Schedule of Long-term debt

	September 25, 2021
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Initial First Lien Term Loan Facility	$	580,000	$	(7,985)	$	572,015
Initial Second Lien Facility		200,000		(4,308)		195,692
Revolving Facility		—		—		—
Finance lease liabilities		7,113		—		7,113
Total debt	$	787,113	$	(12,293)		774,820
Less: current portion of long-term debt						5,800
Less: current portion of finance lease liabilities						97
Total long-term debt					$	768,923

	December 26, 2020
			Unamortized
			debt issuance
(In thousands)	Principal		costs		Total debt, net
Senior debt	$	374,146	$	(10,282)	$	363,864
Revolver		—		—		—
Total debt	$	374,146	$	(10,282)		363,864
Less: current portion of long-term debt						3,818
Total long-term debt					$	360,046

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Leases (Tables)

9 Months Ended

Sep. 25, 2021

Leases

Schedule of components of lease expenses

		13 Weeks Ended		39 Weeks Ended
(In thousands)	Statement of Operations Caption	September 25, 2021		September 25, 2021
Operating lease cost:
Lease cost	Cost of sales and Selling, general and administrative	$	841	$	2,426
Variable lease cost (1)	Cost of sales and Selling, general and administrative		356		1,012
Total operating lease cost			1,197		3,438
Short term lease cost	Cost of sales and Selling, general and administrative		61		172
Finance lease cost:
Amortization of right-of-use assets	Cost of sales and Selling, general and administrative		66		196
Interest on lease liabilities	Interest expense		133		399
Total finance lease cost			199		595
Total lease cost		$	1,457	$	4,205

(1) Variable lease cost primarily consists of common area maintenance, utilities, taxes, and insurance.

(In thousands)	Balance Sheet Caption	September 25, 2021
Assets
Operating lease right-of-use assets	Operating lease right-of-use assets	$	16,267
Finance lease right-of-use assets	Property and equipment, net		6,364
Total lease assets		$	22,631
Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	3,176
Finance lease liabilities	Current portion of long-term debt		97
Long-term:
Operating lease liabilities	Long-term operating lease liabilities		18,089
Finance lease liabilities	Long-term debt, net of debt issuance costs		7,016
Total lease liabilities		$	28,378

	Operating Leases		Finance Leases
Weighted-average remaining lease term (in years)	7.3		34.9
Weighted-average discount rate	4.9	%	7.8	%

	39 Weeks Ended
(In thousands)	September 25, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,883
Operating cash flows from finance leases		399
Financing cash flows from finance leases		49
Right-of-use assets obtained in exchange for new lease liabilities
Finance leases		—
Operating leases		1,638

Schedule of Future minimum lease payments of operating leases

Future maturities of lease liabilities as of September 25, 2021 were as follows:

(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2021	$	1,066	$	155
2022		4,035		604
2023		4,040		609
2024		3,472		557
2025		2,961		549
Thereafter		9,914		19,489
Total lease payments		25,488		21,963
Less: Interest		(4,223)		(14,850)
Present value of lease liabilities	$	21,265	$	7,113

Schedule of Future minimum lease payments of finance leases

(In thousands)	Operating Leases		Finance Leases
Fiscal year ending:
Remainder of 2021	$	1,066	$	155
2022		4,035		604
2023		4,040		609
2024		3,472		557
2025		2,961		549
Thereafter		9,914		19,489
Total lease payments		25,488		21,963
Less: Interest		(4,223)		(14,850)
Present value of lease liabilities	$	21,265	$	7,113

Future minimum payments under lease arrangements under ASU 840 - Capital leases

Future minimum payments under lease arrangements with a remaining term in excess of one year as of December 26, 2020 were as follows:

	Capital		Operating		Related Party		Related Party
(In thousands)	Leases		Leases		Capital Lease		Operating Lease
Fiscal Year Ending:
2021	$	105	$	3,783	$	495	$	27
2022		105		3,808		500		27
2023		105		3,813		505		28
2024		48		3,244		510		28
2025		34		2,733		515		28
Thereafter		—		7,650		19,489		1,065
Total	$	397	$	25,031	$	22,014	$	1,203

Future minimum payments under lease arrangements under ASU 840 - Operating leases

	Capital		Operating		Related Party		Related Party
(In thousands)	Leases		Leases		Capital Lease		Operating Lease
Fiscal Year Ending:
2021	$	105	$	3,783	$	495	$	27
2022		105		3,808		500		27
2023		105		3,813		505		28
2024		48		3,244		510		28
2025		34		2,733		515		28
Thereafter		—		7,650		19,489		1,065
Total	$	397	$	25,031	$	22,014	$	1,203

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Income Taxes (Tables)

9 Months Ended

Sep. 25, 2021

Income Taxes

Schedule of tax expense and the effective tax rate

	13 Weeks Ended						39 Weeks Ended
(In thousands)	September 25, 2021			September 26, 2020			September 25, 2021			September 26, 2020
Income (loss) before income taxes	$	(1,117)		$	2,010		$	13,972		$	16,002
Effective income tax (expense) benefit	$	(3,497)		$	226		$	(8,213)		$	(4,698)
Effective tax rate		313.1	%		11.2	%		58.8	%		29.4	%

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Related Party Transactions (Tables)

9 Months Ended

Sep. 25, 2021

Related Party Transactions

Schedule of transactions with related party

	13 Weeks Ended				39 Weeks Ended
(In thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Sales	$	122	$	112	$	357	$	329
Purchases	$	1,468	$	1,186	$	4,309	$	3,792

(In thousands)	September 25, 2021		December 26, 2020
Receivables	$	34	$	66
Payables	$	666	$	503

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Earnings Per Share (Tables)

9 Months Ended

Sep. 25, 2021

Earnings Per Share

Schedule of Basic and diluted earnings (loss) per share

	13 Weeks Ended				39 Weeks Ended
(In thousands, except share and per share amounts)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net income (loss)	$	(4,614)	$	2,236	$	5,759	$	11,304
Basic
Weighted average basic common shares outstanding		74,058,447		74,058,719		74,058,447		74,058,644
Basic earnings (loss) per share	$	(0.06)	$	0.03	$	0.08	$	0.15
Diluted
Weighted average diluted common shares outstanding		74,058,447		76,394,135		74,058,453		76,259,190
Diluted earnings (loss) per share	$	(0.06)	$	0.03	$	0.08	$	0.15

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Company Overview (Details) $ / shares in Units, $ in Millions	Nov. 09, 2021 shares	Oct. 05, 2021 USD ($) shares	Sep. 27, 2021 USD ($) $ / shares shares	Sep. 22, 2021 $ / shares shares	Sep. 25, 2021 subsidiary $ / shares	Sep. 23, 2021 $ / shares	Sep. 08, 2021 $ / shares	Sep. 07, 2021 $ / shares	Dec. 26, 2020 $ / shares
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Common stock, par value (in dollars per share) | $ / shares					$ 0.001	$ 0.001	$ 0.001	$ 0.01	$ 0.001
Subsequent Event
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Common stock issued (in shares) | shares	26,834,100
IPO
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Common stock issued (in shares) | shares				23,334,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.001
Offering price (in dollar per share) | $ / shares				$ 12.00
IPO | Subsequent Event
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Common stock issued (in shares) | shares			23,334,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.001
Offering price (in dollar per share) | $ / shares			$ 12.00
Net proceeds | $			$ 263.2
Underwriting discounts and commissions | $			$ 16.8
Over-Allotment Option
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Common stock issued (in shares) | shares				3,500,100
Over-Allotment Option | Subsequent Event
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Common stock issued (in shares) | shares		3,500,100	3,500,100
Net proceeds | $		$ 39.5
Underwriting discounts and commissions | $		$ 2.5
Sovos Brands Holdings, Inc
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Ownership percentage					100.00%
Sovos Brands Limited Partnership | Sovos Brands, Inc
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Ownership percentage					100.00%
Sovos Brands Holdings, Inc | Sovos Brands Intermediate, Inc.
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Ownership percentage					100.00%
Sovos Brands Intermediate, Inc.
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items]
Number of subsidiaries | subsidiary					4

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Summary of Significant Accounting Policies (Details) $ in Thousands	Sep. 25, 2021 USD ($)
Summary of Significant Accounting Policies
Operating lease right-of-use assets	$ 16,267
Operating lease liabilities	$ 21,265
ASU 2016-02
Summary of Significant Accounting Policies
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false]	true
Operating lease right-of-use assets	$ 16,300
Operating lease liabilities	$ 21,700

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Business Acquisitions - Consideration transferred (Details) - Birch Benders - USD ($) $ in Thousands		9 Months Ended
	Oct. 23, 2020	Sep. 25, 2021
Business Acquisitions
Ownership interest acquired (as a percent)	100.00%
Cash consideration	$ 146,406
Contingent consideration	5,000
Consideration transferred	$ 151,406	$ 151,400

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Business Acquisitions - Preliminary fair value (Details) - USD ($) $ in Thousands	Sep. 25, 2021	Dec. 26, 2020	Oct. 23, 2020
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill	$ 437,451	$ 437,290
Birch Benders
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Accounts receivable, net			$ 6,184
Inventories			13,697
Other current assets			129
Property and equipment			94
Intangible assets			96,300
Other long-term assets			11
Accounts payable			(4,543)
Accrued expense and other liabilities			(2,518)
Total assets acquired and liabilities assumed			109,354
Goodwill	$ 42,100		42,052
Total consideration transferred			$ 151,406

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Business Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 25, 2021	Sep. 25, 2021	Dec. 26, 2020	Oct. 23, 2020
Business Acquisitions
Goodwill	$ 437,451	$ 437,451	$ 437,290
Intangible assets, net	318,465	318,465	338,895
Tradename
Business Acquisitions
Intangible assets, net	172,328	172,328	179,356
Customer relationships
Business Acquisitions
Intangible assets, net	146,137	146,137	$ 159,539
Birch Benders
Business Acquisitions
Fair values increase in accounts receivables	253
Fair values decrease in inventory	167
Fair values decrease in other current assets	11
Fair values decrease in accounts payable	131
Fair values increase in accrued expenses and other liabilities	367
Fair values increase in goodwill	161
Goodwill	42,100	$ 42,100		$ 42,052
Weighted average amortization period		20 years
Birch Benders | Tradename
Business Acquisitions
Intangible assets, net	90,600	$ 90,600
Weighted average amortization period		20 years
Birch Benders | Customer relationships
Business Acquisitions
Intangible assets, net	$ 5,700	$ 5,700
Weighted average amortization period		20 years

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Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020
Revenue Recognition
Total net sales	$ 178,733	$ 136,928	$ 529,942	$ 398,336
Rao's
Revenue Recognition
Total net sales	101,118	75,157	299,632	217,382
Noosa
Revenue Recognition
Total net sales	41,712	38,308	124,298	115,002
Michael Angelo's
Revenue Recognition
Total net sales	22,090	$ 23,463	59,687	$ 65,952
Birch Bender's
Revenue Recognition
Total net sales	$ 13,813		$ 46,325

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Inventories (Details) - USD ($) $ in Thousands	Sep. 25, 2021	Dec. 26, 2020
Inventories
Finished goods	$ 49,206	$ 27,734
Raw materials and packaging supplies	11,071	19,335
Total inventories	$ 60,277	$ 47,069

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Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020
Goodwill
Balance as of December 26, 2020			$ 437,290
Purchase accounting adjustments (Note 3)			161
Balance as of June 26, 2021	$ 437,451		437,451
Impairment charges	$ 0	$ 0	$ 0	$ 0

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Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 25, 2021	Dec. 26, 2020
Intangible assets - definite lives
Gross carrying amount	$ 405,347	$ 405,347
Accumulated amortization	86,882	66,452
Total	318,465	338,895
Intangible assets - indefinite lives
Gross Carrying Amount	558,347	558,347
Net carrying amount	471,465	491,895
Tradename
Intangible assets - indefinite lives
Net carrying amount	153,000	153,000
Customer relationships
Intangible assets - definite lives
Gross carrying amount	213,000	213,000
Accumulated amortization	66,863	53,461
Total	146,137	159,539
Tradename
Intangible assets - definite lives
Gross carrying amount	192,347	192,347
Accumulated amortization	20,019	12,991
Total	$ 172,328	$ 179,356

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Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020
Intangible Assets, Net
Amortization expense	$ 6,800	$ 5,600	$ 20,400	$ 16,800
Impairment charges	$ 0	$ 0	$ 0	$ 0

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Intangible Assets, Net - Amortization expense (Details) - USD ($) $ in Thousands	Sep. 25, 2021	Dec. 26, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2021	$ 6,810
2022	27,240
2023	27,240
2024	27,240
2025	27,240
2026 and thereafter	202,695
Total	$ 318,465	$ 338,895

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Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 25, 2021	Dec. 26, 2020
Accrued Expenses
Accrued trade	$ 19,686	$ 23,010
Accrued general expense	23,353	18,275
Accrued compensation and benefits	12,696	20,179
Accrued marketing	4,679	3,637
Total accrued expenses	$ 60,414	$ 65,101

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Long-term debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands	Sep. 25, 2021	Dec. 26, 2020
Long-term debt
Principal	$ 787,113	$ 374,146
Unamortized debt issuance costs	(12,293)	(10,282)
Total debt, net		363,864
Finance lease liabilities	7,113
Total debt	774,820
Less: current portion of long-term debt	5,800	3,818
Less: current portion of finance lease liabilities	97
Total long-term debt	768,923	360,046
Initial First Lien Term Loan Facility
Long-term debt
Principal	580,000
Unamortized debt issuance costs	(7,985)
Total debt, net	572,015
Initial Second Lien Facility
Long-term debt
Principal	200,000
Unamortized debt issuance costs	(4,308)
Total debt, net	$ 195,692
Senior debt
Long-term debt
Principal		374,146
Unamortized debt issuance costs		(10,282)
Total debt, net		$ 363,864

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Long-term debt (Details)		1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 08, 2021 USD ($)	Jun. 30, 2021 USD ($)	Nov. 30, 2018 USD ($)	Sep. 25, 2021 USD ($)	Sep. 26, 2020 USD ($)	Sep. 25, 2021 USD ($)	Sep. 26, 2020 USD ($)	Dec. 26, 2020 USD ($)	Oct. 31, 2020 USD ($)
Long-term debt
Dividends	$ 400,000,000.0
Payment of debt issuance costs						$ 3,046,000
Amortization of debt issuance costs						1,566,000	$ 1,253,000
Interest expense.
Long-term debt
Amortization of debt Discount				$ 500,000	$ 400,000	1,600,000	$ 1,300,000
Revolving Facility
Long-term debt
Write off of debt issuance costs		$ 300,000
Payment of debt issuance costs		1,100,000
Amortization of debt issuance costs		$ 200,000
Available credit				125,000,000		125,000,000
Outstanding debt				0		0
Revolving Facility | Deutsche Bank, and Aresbank, S.A
Long-term debt
Loan amount			$ 45,000,000
Repayments of Lines of Credit			7,000,000.0
First Lien Revolving Line of Credit
Long-term debt
Threshold limit of Percentage of minimum interest rate		0.00%
Available credit								$ 45,000,000
Outstanding debt				$ 0		$ 0		$ 0
2018 Term loan | Credit Suisse, Citizens Bank N.A
Long-term debt
Loan amount			280,000,000
2017 Term loan
Long-term debt
Repayment of outstanding loan			$ 158,400,000
Incremental Term Loan
Long-term debt
Loan amount									$ 100,000,000.0
Debt issuance costs									$ 3,200,000
2018 Term loan and Incremental Term loan
Long-term debt
Write off of debt issuance costs		$ 9,400,000
Effective interest rate (as a percent)								5.70%
Required cash payment amount related to financial covenant testing for excess cash flow								$ 0
2018 Term loan and Incremental Term loan | Credit Suisse, Citizens Bank N.A
Long-term debt
Repayment of outstanding loan		373,200,000
First Lien Credit Agreement
Long-term debt
Threshold limit, maximum leverage ratio of consolidated first lien net debt to consolidated EBITDA						6.95
Financial covenant testing threshold percentage of aggregate revolving credit commitments						35.00%
First Lien Credit Agreement | Initial First Lien Term Loan Facility
Long-term debt
Loan amount		580,000,000.0
First Lien Credit Agreement | Revolving Facility
Long-term debt
Initial term loan facility		125,000,000.0
First Lien Credit Agreement | Letter of credit facility
Long-term debt
Initial term loan facility		45,000,000.0
Second Lien Credit Agreement | Initial Second Lien Facility
Long-term debt
Loan amount		$ 200,000,000.0
Initial First Lien Term Loan Facility and Revolving Facility
Long-term debt
Percentage of reduction in interest upon consummation of an IPO		0.50
Effective interest rate (as a percent)				5.00%		5.00%
Initial First Lien Term Loan Facility and Revolving Facility | LIBOR | Minimum
Long-term debt
Interest rate (as a percent)		4.00%
Initial First Lien Term Loan Facility and Revolving Facility | LIBOR | Maximum
Long-term debt
Interest rate (as a percent)		4.25%
Initial First Lien Term Loan Facility
Long-term debt
Debt discounts on issuance		$ 1,500,000
Payment of debt issuance costs		$ 6,800,000
Threshold limit of Percentage of minimum interest rate		0.75%
Initial Second Lien Facility
Long-term debt
Debt discounts on issuance		$ 4,000,000.0
Payment of debt issuance costs		$ 500,000
Percentage of reduction in interest upon consummation of an IPO		0.25
Threshold limit of Percentage of minimum interest rate		0.75%
Effective interest rate (as a percent)				8.75%		8.75%
Initial Second Lien Facility | LIBOR
Long-term debt
Interest rate (as a percent)		8.00%

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Leases - Components of lease expenses (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 25, 2021 USD ($)	Sep. 25, 2021 USD ($)
Operating lease cost:
Total operating lease cost	$ 1,197	$ 3,438
Total finance lease cost	199	595
Total lease cost	1,457	4,205
Cost of sales and Selling, general and administrative
Operating lease cost:
Lease cost	841	2,426
Variable lease cost	356	1,012
Short term lease cost	61	172
Amortization of right-of-use assets	66	196
Interest expense.
Operating lease cost:
Interest on lease liabilities	$ 133	$ 399
Real estate | Minimum
Leases
Lease term	2 years	2 years
Real estate | Maximum
Leases
Lease term	10 years	10 years
Equipment
Leases
Lease term	5 years	5 years
Manufacturing facilities and office space
Leases
Lessor, Operating Lease, Existence of Option to Extend [true false]		true
Manufacturing facilities and office space | Minimum
Leases
Lease term	2 years	2 years
Manufacturing facilities and office space | Maximum
Leases
Lease term	30 years	30 years

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Leases - Assets and Liabilities (Details) $ in Thousands	Sep. 25, 2021 USD ($)
Leases
Operating lease right-of-use assets	$ 16,267
Finance lease right-of-use assets	$ 6,364
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net
Total lease assets	$ 22,631
Operating lease liabilities	3,176
Finance lease liabilities	$ 97
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Lease Obligation, Current
Operating lease liability, long-term	$ 18,089
Finance lease liabilities, long-term	$ 7,016
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Lease Obligation
Total lease liabilities	$ 28,378

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Leases - Other information (Details)	Sep. 25, 2021
Leases
Weighted-average remaining lease term (years) - operating leases	7 years 3 months 18 days
Weighted-average discount rate - operating leases	4.90%
Weighted-average remaining lease term (years) - Finance leases	34 years 10 months 24 days
Weighted-average discount rate - Finance leases	7.80%

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Leases - Future maturities of lease liabilities (Details) $ in Thousands	Sep. 25, 2021 USD ($)
Operating Leases
Remainder of 2021	$ 1,066
2022	4,035
2023	4,040
2024	3,472
2025	2,961
Thereafter	9,914
Total lease payments	25,488
Less: Interest	(4,223)
Present value of lease liabilities	21,265
Finance Leases
Remainder of 2021	155
2022	604
2023	609
2024	557
2025	549
Thereafter	19,489
Total lease payments	21,963
Less: Interest	(14,850)
Present value of lease liabilities	$ 7,113

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Leases - Supplemental cash flow and other information (Details)	9 Months Ended
	Sep. 25, 2021 USD ($)
Leases
Operating cash flows from operating leases	$ 2,883,000
Operating cash flows from finance leases	399,000
Financing cash flows from finance leases	49,000
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 1,638,000

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Leases - Future minimum payments under lease arrangements - As per 840 (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 26, 2020	Sep. 26, 2020	Dec. 26, 2020
Capital Leases, Future Minimum Payments, Net Minimum Payments, Fiscal Year Maturity [Abstract]
2021			$ 105
2022			105
2023			105
2024			48
2025			34
Total			397
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2021			3,783
2022			3,808
2023			3,813
2024			3,244
2025			2,733
Thereafter			7,650
Total			25,031
Rent expense for operating lease	$ 800	$ 2,500
Morning Fresh
Capital Leases, Future Minimum Payments, Net Minimum Payments, Fiscal Year Maturity [Abstract]
2021			495
2022			500
2023			505
2024			510
2025			515
Thereafter			19,489
Total			22,014
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2021			27
2022			27
2023			28
2024			28
2025			28
Thereafter			1,065
Total			$ 1,203

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Commitments and Contingencies (Details) $ in Millions	Sep. 25, 2021 USD ($)
Commitments and Contingencies.
Purchase commitments to third-party manufacturers	$ 22.1

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Equity-Based Compensation (Details) $ in Millions			3 Months Ended		9 Months Ended
	Sep. 21, 2021 USD ($) tranche installment item shares	Sep. 08, 2021 shares	Sep. 25, 2021 USD ($) shares	Sep. 26, 2020 USD ($)	Sep. 25, 2021 USD ($) shares	Sep. 26, 2020 USD ($)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock split ratio		120.8
Number of fractional shares issued		0
2021 Equity Incentive Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Shares reserved for future issuance	9,739,244		8,084,396		8,084,396
Time Based Restricted Common Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unvested shares			94,646		94,646
Multiplying factor for invested capital | tranche	2
Volume of weighted average share price, number of day | item	30
Maximum percentage owned by ultimate parent	25.00%
Term of post IPO	30 months
Equity-based compensation expense | $			$ 0.3	$ 0.5	$ 1.4	$ 1.5
Performance Based Incentive Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unvested shares			3,319,291		3,319,291
Performance Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Modified grant date fair value | $					$ 13.0
Equity-based compensation expense | $	$ 16.5		$ 0.7
Expiration period			30 months
Performance Based Restricted Stock Units | 2021 Equity Incentive Plan | Tranche Two | Employees
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Grants in period	687,690
Restricted Stock Units | 2021 Equity Incentive Plan | Employees and Independent Directors
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Grants in period	967,158
Restricted Stock Units | 2021 Equity Incentive Plan | Tranche One | Employees
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Grants in period	759,362
Vesting percentage	100.00%
Restricted Stock Units | 2021 Equity Incentive Plan | Tranche Three | Employees and Independent Directors
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Grants in period	191,130
Number of installments | installment	3
Restricted Stock Units | 2021 Equity Incentive Plan | Tranche Four | Director
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Grants in period	16,666

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Stockholders' Equity (Details) $ / shares in Units, $ in Thousands			9 Months Ended
	Sep. 08, 2021 $ / shares shares	Jun. 08, 2021 USD ($)	Sep. 25, 2021 USD ($) $ / shares shares	Sep. 23, 2021 $ / shares shares	Sep. 07, 2021 $ / shares shares	Dec. 26, 2020 $ / shares shares
Stockholders' Equity
Payment of dividends | $		$ 400,000	$ 400,000
Shares authorized				510,000,000
Common stock, authorized (in shares)	500,000,000		500,000,000	500,000,000	750,000	500,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.001		$ 0.001	$ 0.001	$ 0.01	$ 0.001
Preferred stock, authorized (in shares)			10,000,000	10,000,000		10,000,000
Preferred stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001		$ 0.001
Stock split ratio	120.8
Number of fractional shares issued	0
Common stock, issued (in shares)	74,058,447		74,058,447			74,058,447
Common stock, outstanding (in shares)	74,058,447		74,058,447			74,058,447

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020
Income Taxes
Income (loss) before income taxes	$ (1,117)	$ 2,010	$ 13,972	$ 16,002
Effective income tax (expense) benefit	$ (3,497)	$ 226	$ (8,213)	$ (4,698)
Effective tax rate	313.10%	11.20%	58.80%	29.40%
Debt extinguishment costs			$ 9,700

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Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 25, 2021	Dec. 26, 2020
Fair Value of Financial Instruments
Assets transfer from level 1 to level 2	$ 0	$ 0
Assets transfer from level 2 to level 1	0	0
Liabilities transfer from level 1 to level 2	0	0
Liabilities transfer from level 2 to level 1	0	0
Assets transfer in or out of level 3	0	0
Liability transfer in or out of level 3	$ 0	$ 0

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Related Party Transactions (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021 USD ($) item	Sep. 26, 2020 USD ($)	Sep. 25, 2021 USD ($) item	Sep. 26, 2020 USD ($)
Related Party Transaction [Line Items]
Related party leases | item	2		2
Finance lease liability	$ 7,016		$ 7,016
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Lease Obligation		Long-term Debt and Lease Obligation
Operating lease liability, long-term	$ 18,089		$ 18,089
Morning Fresh
Related Party Transaction [Line Items]
Finance lease liability	6,800		6,800
Operating lease liability, long-term	500		500
Total facility lease payments	$ 144		$ 393
Total land lease payments		$ 120		$ 361

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Related Party Transactions - Transactions (Details) - Morning Fresh - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020	Dec. 26, 2020
Related Party Transaction [Line Items]
Sales	$ 122	$ 112	$ 357	$ 329
Purchases	1,468	$ 1,186	4,309	$ 3,792
Receivables	34		34		$ 66
Payables	$ 666		$ 666		$ 503

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Related Party Transactions - Narrative (Details)		1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 26, 2021 USD ($)	Jan. 31, 2019 USD ($) shares	Sep. 25, 2021 USD ($) item	Sep. 26, 2020 USD ($)	Sep. 25, 2021 USD ($) item	Sep. 26, 2020 USD ($)	Dec. 26, 2020 USD ($)
Related Party Transaction [Line Items]
Future commitments to purchase			$ 22,100,000		$ 22,100,000
Stockholder's note receivable							$ 6,000,000
Morning Fresh
Related Party Transaction [Line Items]
Purchases of labels			$ 1,468,000	$ 1,186,000	$ 4,309,000	$ 3,792,000
Morning Fresh | Milk supply agreement
Related Party Transaction [Line Items]
Number of additional periods | item			15		15
Term of extension period					2 years
Written notice required to terminate agreement					4 years
Maximum quantity agreed to be received			3,650,000		3,650,000
Future commitments to purchase			$ 33,900,000		$ 33,900,000
Monthly additional costs			33,000		33,000
Early termination penalty			0		$ 0
Term of Agreement					10 years
Morning Fresh | Milk supply agreement | Maximum
Related Party Transaction [Line Items]
Early termination penalty			3,000,000.0		$ 3,000,000.0
Stockholder | Class A units
Related Party Transaction [Line Items]
Stock issued in exchange of notes receivable | shares		5,217
Stockholder's note receivable		$ 6,000,000
Interest rate (as a percent)		3.12%
Proceeds from stockholder note receivable	$ 6,400,000
Fort Dearborn Company
Related Party Transaction [Line Items]
Purchases of labels			$ 200,000	$ 700,000	$ 1,500,000	$ 1,300,000

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Earnings Per Share - Basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020
Earnings Per Share
Net income (loss)	$ (4,614)	$ 2,236	$ 5,759	$ 11,304
Basic
Weighted average basic common shares outstanding	74,058,447	74,058,719	74,058,447	74,058,644
Basic earnings (loss) per share	$ (0.06)	$ 0.03	$ 0.08	$ 0.15
Diluted
Weighted average diluted common shares outstanding	74,058,447	76,394,135	74,058,453	76,259,190
Diluted earnings (loss) per share	$ (0.06)	$ 0.03	$ 0.08	$ 0.15

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Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 25, 2021	Sep. 26, 2020	Sep. 25, 2021	Sep. 26, 2020
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares underlying stock options	61,000	0	0	0

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Subsequent Events (Details) $ / shares in Units, $ in Thousands							9 Months Ended	12 Months Ended	15 Months Ended
	Nov. 09, 2021 shares	Oct. 08, 2021 USD ($)	Oct. 05, 2021 USD ($) shares	Sep. 29, 2021 USD ($)	Sep. 27, 2021 USD ($) $ / shares shares	Sep. 22, 2021 $ / shares shares	Sep. 25, 2021 USD ($) $ / shares shares	Dec. 23, 2023 USD ($)	Dec. 24, 2022 USD ($)	Nov. 04, 2021 tranche	Sep. 26, 2021	Sep. 23, 2021 $ / shares	Sep. 08, 2021 $ / shares shares	Sep. 07, 2021 $ / shares	Dec. 26, 2020 USD ($) $ / shares shares
Subsequent Event [Line Items]
Common stock, par value (in dollars per share) | $ / shares							$ 0.001					$ 0.001	$ 0.001	$ 0.01	$ 0.001
Common stock, outstanding (in shares) | shares							74,058,447						74,058,447		74,058,447
Loss on the extinguishment							$ (9,717)
Principal							787,113								$ 374,146
Initial Second Lien Facility
Subsequent Event [Line Items]
Principal							200,000
Initial First Lien Term Loan Facility
Subsequent Event [Line Items]
Principal							$ 580,000
IPO
Subsequent Event [Line Items]
Common stock issued (in shares) | shares						23,334,000
Common stock, par value (in dollars per share) | $ / shares						$ 0.001
Offering price (in dollar per share) | $ / shares						$ 12.00
Over-Allotment Option
Subsequent Event [Line Items]
Common stock issued (in shares) | shares						3,500,100
Subsequent Event
Subsequent Event [Line Items]
Common stock issued (in shares) | shares	26,834,100
Percentage ownership of new investors from the IPO	26.60%
Common stock, outstanding (in shares) | shares	100,892,547
Multiplying factor for invested capital | tranche										4
Equity-based compensation expense								$ 1,100	$ 5,000
Subsequent Event | Initial Second Lien Facility
Subsequent Event [Line Items]
Accrued interest					$ 2,900
Write off of debt issuance costs					4,300
Prepayment of debt					200,000
Subsequent Event | Initial First Lien Term Loan Facility
Subsequent Event [Line Items]
Accrued interest		$ 900		$ 900
Loss on the extinguishment					$ 1,400
Prepayment of debt		39,500		$ 59,700
Principal		$ 480,800
Subsequent Event | Initial First Lien Term Loan Facility and Revolving Facility
Subsequent Event [Line Items]
Decrease in interest rate (as a percent)					(50.00%)
Effective interest rate (as a percent)					4.50%						5.00%
Subsequent Event | IPO
Subsequent Event [Line Items]
Common stock issued (in shares) | shares					23,334,000
Common stock, par value (in dollars per share) | $ / shares					$ 0.001
Offering price (in dollar per share) | $ / shares					$ 12.00
Net proceeds					$ 263,200
Underwriting discounts and commissions					$ 16,800
Subsequent Event | Over-Allotment Option
Subsequent Event [Line Items]
Common stock issued (in shares) | shares			3,500,100		3,500,100
Net proceeds			$ 39,500
Underwriting discounts and commissions			$ 2,500