SOVO / Sovos Brands, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40837 Sovos Brands, Inc. (Exact name of registrant as specified in its c

AMENDED & RESTATED BYLAWS SOVOS BRANDS, INC. * * * * * Article 1 Offices

Exhibit 3.2 AMENDED & RESTATED BYLAWS OF SOVOS BRANDS, INC. * * * * * Article 1 Offices Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors m

As filed with the Securities and Exchange Commission on March 12, 2024

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOVOS BRANDS, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOVOS BRANDS, INC. FIRST: The name of the corporation is Sovos Brands, Inc. (the “Corporation”). SECOND: The address of its registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The C

As filed with the Securities and Exchange Commission on March 12, 2024

S-8 POS 1 tm248409d2s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 12, 2024 Registration No. 333-259732 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 to FORM S-8 REGISTRATION STATEMENT NO. 333-259732 UNDER THE SECURITIES ACT OF 1933 SOVOS BRANDS, INC. (Exact name of registrant as specified in its charter) Del

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2023 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-

Sovos Brands Reports Fourth Quarter and Fiscal Year 2023 Financial Results FY 2023 Net Sales Surpassed $1 Billion; Accelerated Volume Growth Drove Double-Digit Top and Bottom-Line Growth Q4 Net Sales Grew 11.4% YoY (Organic 25.3%), Led by Rao’s Net S

Exhibit 99.1 Sovos Brands Reports Fourth Quarter and Fiscal Year 2023 Financial Results FY 2023 Net Sales Surpassed $1 Billion; Accelerated Volume Growth Drove Double-Digit Top and Bottom-Line Growth Q4 Net Sales Grew 11.4% YoY (Organic 25.3%), Led by Rao’s Net Sales Up 24.9% (Organic 34.7%)1 Louisville, Colo., February 28, 2024 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company

Incentive Unit Grant Agreement, dated as of June 4, 2018, between Sovos Brands Limited Partnership and Risa Cretella.

Exhibit 10.50 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the “Agreement”) is made as of June 4, 2018 (the “Grant Date”) among Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”) and Risa Cretella (the “Participant”). R E C I T A L S A.The Partnership is governed by the Second Amend

Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement

Exhibit 10.49 SOVOS BRANDS, INC. INCENTIVE-BASED COMPENSATION RECOVERY POLICY The Board of Directors of Sovos Brands, Inc. has adopted this Policy to provide for the recovery of certain erroneously awarded incentive-based compensation received by certain current and former executive officers. This Policy is intended to comply with the requirements of Nasdaq Listing Rule 5608 and shall remain in ef

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2023 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: 001-40

Sovos Brands, Inc. Clawback Policy.

Exhibit 97.1 SOVOS BRANDS, INC. INCENTIVE-BASED COMPENSATION RECOVERY POLICY The Board of Directors of Sovos Brands, Inc. has adopted this Policy to provide for the recovery of certain erroneously awarded incentive-based compensation received by certain current and former executive officers. This Policy is intended to comply with the requirements of Nasdaq Listing Rule 5608 and shall remain in eff

List of subsidiaries.

Exhibit 21.1 SOVOS BRANDS, INC. List of Subsidiaries as of February 28, 2024 Subsidiary State or other Jurisdiction of Formation Sovos Brands Holdings, Inc. Delaware Sovos Brands Intermediate, Inc. Delaware Bottom Line Food Processors, Inc. Delaware Noosa Holdings, Inc. Delaware Noosa Intermediate, Inc. Delaware Noosa Acquirer, Inc. Delaware Noosa Yoghurt, LLC Colorado Rao’s Specialty Foods, Inc.

Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Risa Cretella.

Exhibit 10.52 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effective September 22, 2021 (the “Distribution Date”), is entered into by and among Sovos Brands, Inc., a Delaware corporation (the “Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), and Risa Cretella (the “Participant”). R E C I T A L S WHEREAS, the Partners

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 Risa Cretella.

Exhibit 10.53 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 Risa Cretella (“you” or the “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (the “Restricted Stock Agreement”), pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2024 Sovos Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2024 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission Fi

Incentive Unit Grant Agreement, dated as of May 1, 2019, between Sovos Brands Limited Partnership and Risa Cretella.

Exhibit 10.51 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the “Agreement”) is made as of May 1, 2019 (the “Grant Date”) among Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”) and Risa Cretella (the “Participant”). R E C I T A L S A.The Partnership is governed by the Second Amende

SOVO / Sovos Brands, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Sovos Brands, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 84612U107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

SOVO / Sovos Brands, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01961-sovosbrandsinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Sovos Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 84612U107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission Fi

Campbell and Sovos Brands Certify Substantial Compliance with Second Request from FTC; Begins the Start of 30-Day Waiting Period

Exhibit 99.1 Campbell and Sovos Brands Certify Substantial Compliance with Second Request from FTC; Begins the Start of 30-Day Waiting Period CAMDEN, N.J. & LOUISVILLE, Colo., Feb. 13, 2024 – Campbell Soup Company (NYSE: CPB) and Sovos Brands, Inc. (NASDAQ: SOVO) today announced that both companies have certified substantial compliance with the Request for Additional Information and Documentary Ma

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

SOVO / Sovos Brands, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sovos Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84612U107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

SOVO / Sovos Brands, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Sovos Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84612U107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christopher Hall, Isobel Jones and James Potter, with full power of substitution and re-substitution, the undersigned’s true and lawful attorneyinfact (each, the “Attorney-in-Fact”), to: 1.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission Fil

Sovos Brands Announces the Promotion of E. Yuri Hermida to President

Exhibit 99.1 Sovos Brands Announces the Promotion of E. Yuri Hermida to President LOUISVILLE, Colo., - December 05, 2023 – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO), one of the fastest-growing food companies of scale in the United States, today announced the promotion of E. Yuri Hermida to President of Sovos Brands, effective December 11, 2023. Mr. Hermida will continue t

Sovos Brands Reports Third Quarter 2023 Financial Results Sector-Leading Top and Bottom-Line Results Fueled by 26% Volume Growth Rao’s Net Sales Grew 45% YoY Driven by Continued Household Penetration Gains

Exhibit 99.1 Sovos Brands Reports Third Quarter 2023 Financial Results Sector-Leading Top and Bottom-Line Results Fueled by 26% Volume Growth Rao’s Net Sales Grew 45% YoY Driven by Continued Household Penetration Gains Louisville, Colo., November 8, 2023 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO), one of the fastest-growing food companies of scale in the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 8, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 30, 2023 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 Numbe

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission Fil

Sovos Brands Stockholders Vote to Approve Acquisition by Campbell

Exhibit 99.1 Sovos Brands Stockholders Vote to Approve Acquisition by Campbell Louisville, Colo., October 16, 2023 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO) today announced that its stockholders, at a Special Meeting of Stockholders held earlier today, approved the previously announced acquisition of the Company by Campbell Soup Company (“Campbell”) (NY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Calculation of Filing Fee Table Schedule 14A (Form Type) Sovos Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

EX-FILING FEES Calculation of Filing Fee Table Schedule 14A (Form Type) Sovos Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Sovos Brands, Inc. Amended and Restated 2023 Severance Plan for Executives (effective July 21, 2023) (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on August 9, 2023).

Exhibit 10.4 SOVOS BRANDS, INC. AMENDED AND RESTATED 2023 SEVERANCE PLAN FOR EXECUTIVES The Company has adopted the Plan, effective as of the Effective Date, to provide severance pay and benefits to eligible executives of the Company on the terms and conditions provided for herein. All capitalized terms used herein are defined in Section 1. The Plan is sponsored by the Company and administered by

Amendment No. 1 to First Lien Credit Agreement, dated as of June 28, 2023, by and among Sovos Brands Intermediate, Inc. and Credit Suisse AG, Cayman Island Branch, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 9, 2023).

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of June 28, 2023 (this “Amendment”), by and among SOVOS BRANDS INTERMEDIATE, INC., a Delaware corporation (the “Borrower”), and CREDIT SUISSE AG, CAYMAN ISLAND BRANCH, in its capacity as administrative agent for the Lenders (as defined in the Existing Credit A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 July 1, 2023 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

Sovos Brands, Inc. Non-Employee Director Annual Compensation Policy, as amended effective on June 7, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on August 9, 2023).

Exhibit 10.2 Sovos Brands, Inc. Non-Employee Director Annual Compensation Policy This Policy sets forth the annual compensation provided for service as a member of the Board of Directors (“Board”) of Sovos Brands, Inc. (“Company”). This Policy applies to members of the Board who are not employees of Sovos Brands, Inc. or Advent International (a “Non-Employee Director”). 1.Cash Fees. Non-Employee D

Second Amendment to the Employment Agreement, dated June 29, 2023, between Sovos Brands Intermediate, Inc. and Todd R. Lachman (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 9, 2023).

Exhibit 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement, dated January 14, 2017, between Sovos Brands Intermediate, Inc. (the “Company”) and Todd R. Lachman (the “Executive”) as amended September 1, 2021 (as amended, the “Employment Agreement”) is made, entered into, and effective on the date set forth on the signature page hereto (the “Amendment Eff

JOINT FILING AGREEMENT

EXHIBIT 4 JOINT FILING AGREEMENT Each of the undersigned hereby agrees that this Schedule 13D, dated August 8, 2023 with respect to the common stock, par value $0.

SOVO / Sovos Brands Inc / Campbell Soup Co - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SOVOS BRANDS, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 84612U107 (CUSIP Number) Adam G. Ciongoli Executive Vice President and General Counsel, and Chief Sustainability, Corporate Responsibility and Governance Officer Cam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Press Release of Sovos Brands, Inc. dated August 7, 2023

Exhibit 99.1 Sovos Brands Reports Second Quarter 2023 Financial Results Excellent Results Reflect Sustained Sector-Leading, Volume-Led Top Line Growth Entered Into a Definitive Agreement to be Acquired by Campbell Soup Company Louisville, Colo., August 9, 2023 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO), one of the fastest-growing food companies of scale

Form of Voting Agreement by and among certain directors of Sovos Brands, Inc. and Campbell Soup Company

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of August 7, 2023, by and among [·] (“Stockholder”), in such Person’s capacity as a stockholder of Sovos Brands, Inc., a Delaware corporation (the “Company”), and Campbell Soup Company, a New Jersey corporation (“Parent”

Agreement and Plan of Merger, dated August 7, 2023, by and among Sovos Brands, Inc., Campbell Soup Company and Premium Products Merger Sub, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of August 7, 2023 among Sovos Brands, Inc., Campbell Soup Company and Premium Products Merger Sub, Inc. TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 13 Article 2 The Merger Section 2.01. The Merger 14 Section 2.02. Conversion of Shares 15 Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Sovos Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File

Voting Agreement, dated August 7, 2023, by and among certain funds associated with Advent International Corporation and Campbell Soup Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 7, 2023).

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of August 7, 2023, by and among the Persons listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”), in each such Person’s capacity as a stockholder of Sovos Brands, Inc., a Delaware corpo

Sovos Brands Reports Second Quarter 2023 Financial Results Excellent Results Reflect Sustained Sector-Leading, Volume-Led Top Line Growth Entered Into a Definitive Agreement to be Acquired by Campbell Soup Company

Exhibit 99.1 Sovos Brands Reports Second Quarter 2023 Financial Results Excellent Results Reflect Sustained Sector-Leading, Volume-Led Top Line Growth Entered Into a Definitive Agreement to be Acquired by Campbell Soup Company Louisville, Colo., August 9, 2023 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO), one of the fastest-growing food companies of scale

Form of Voting Agreement by and among certain directors of Sovos Brands, Inc. and Campbell Soup Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 7, 2023).

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of August 7, 2023, by and among [·] (“Stockholder”), in such Person’s capacity as a stockholder of Sovos Brands, Inc., a Delaware corporation (the “Company”), and Campbell Soup Company, a New Jersey corporation (“Parent”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x  Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stat

Voting Agreement, dated August 7, 2023, by and among certain funds associated with Advent International Corporation and Campbell Soup Company

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of August 7, 2023, by and among the Persons listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”), in each such Person’s capacity as a stockholder of Sovos Brands, Inc., a Delaware corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Agreement and Plan of Merger, dated August 7, 2023, by and among Sovos Brands, Inc., Campbell Soup Company and Premium Products Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 7, 2023).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of August 7, 2023 among Sovos Brands, Inc., Campbell Soup Company and Premium Products Merger Sub, Inc. TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 13 Article 2 The Merger Section 2.01. The Merger 14 Section 2.02. Conversion of Shares 15 Se

CAMPBELL TO ACQUIRE SOVOS BRANDS, LEADER IN HIGH-GROWTH PREMIUM ITALIAN SAUCES Powerful combination expected to fuel earnings growth; Aligns with and advances Campbell’s focused strategic plan

Exhibit 99.2 CAMPBELL TO ACQUIRE SOVOS BRANDS, LEADER IN HIGH-GROWTH PREMIUM ITALIAN SAUCES Powerful combination expected to fuel earnings growth; Aligns with and advances Campbell’s focused strategic plan · Strengthens and diversifies Campbell’s portfolio by enhancing Meals & Beverages division with additional growth-oriented brands, including premium market-leading Rao’s to complement core, main

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File

Joint Press Release of Sovos Brands, Inc. and Campbell Soup Company dated August 7, 2023

Exhibit 99.2 CAMPBELL TO ACQUIRE SOVOS BRANDS, LEADER IN HIGH-GROWTH PREMIUM ITALIAN SAUCES Powerful combination expected to fuel earnings growth; Aligns with and advances Campbell’s focused strategic plan · Strengthens and diversifies Campbell’s portfolio by enhancing Meals & Beverages division with additional growth-oriented brands, including premium market-leading Rao’s to complement core, main

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Sovos Brands, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File Nu

Underwriting Agreement, dated as of May 15, 2023, by and among Sovos Brands, Inc., certain selling stockholders and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC

Exhibit 1.1 Execution Version Sovos Brands, Inc. 10,000,000 Shares of Common Stock Underwriting Agreement May 15, 2023 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As Underwriters c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Certain stockholders named in Schedule 2 hereto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Sovos Brands, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File Nu

10,000,000 Shares Sovos Brands, Inc. Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(7)  Registration No. 333-268119 Prospectus Supplement to Prospectus dated November 2, 2022 10,000,000 Shares Sovos Brands, Inc. Common Stock The selling stockholders named in this prospectus supplement are offering 10,000,000 shares of common stock of Sovos Brands, Inc. (the “Company”). The common stock covered by this prospectus supplement represen

Sovos Brands Announces Launch of Secondary Public Offering

Free Writing Prospectus dated May 15, 2023 Relating to Prospectus dated November 2, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Kirk A. Jensen (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.3 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effective September 22, 2021 (the “Distribution Date”), is entered into by and among Sovos Brands, Inc., a Delaware corporation (the “Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”), and Kirk A. Jensen (the “Participant”). R E C I T A L S WHEREAS, the Partners

Incentive Unit Grant Agreement, dated as of May 1, 2019, between Sovos Brands Limited Partnership and Kirk A. Jensen (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.2 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the “Agreement”) is made as of May 1, 2019 (the “Grant Date”) among Sovos Brands Limited Partnership, a Delaware limited partnership (the “Partnership”) and Kirk Jensen (the “Participant”). R E C I T A L S A.The Partnership is governed by the Second Amended a

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 Kirk A. Jensen (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.4 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 Kirk Jensen (“you” or the “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (the “Restricted Stock Agreement”), pursuant t

Offer Letter, dated as of April 29, 2018, between Sovos Brands and Kirk A. Jensen (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.10 April 29, 2018 Mr. Kirk Jensen Dear Kirk, I am excited to extend an offer of employment with Sovos Brands under the following terms and conditions. Your title will be Chief Supply Chain Officer, reporting to me, President and CEO, Sovos Brands. Your base compensation will be paid at an annual rate of USD $315,000 which is equivalent to a monthly rate of USD $26,250. All future merit

Incentive Unit Grant Agreement, dated as of June 4, 2018, between Sovos Brands Limited Partnership and Kirk A. Jensen (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.1 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the "Agreement") is made as of June 4, 2018 (the "Grant Date") among Sovos Brands Limited Partnership, a Delaware limited partnership (the "Partnership") and Kirk Jensen (the "Participant"). RECITALS A.The Partnership is governed by the Second Amended and Res

Sovos Brands, Inc. Severance Plan for Executives (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.12 SOVOS BRANDS, INC. SEVERANCE PLAN FOR EXECUTIVES The Company has adopted the Plan, effective as of the Effective Date, to provide severance pay and benefits to eligible executives of the Company on the terms and conditions provided for herein. All capitalized terms used herein are defined in Section 1. The Plan is sponsored by the Company and administered by the Plan Administrator. T

February 2023 Form of Notice of Modification of Vesting Eligibility re: Performance-Based Restricted Stock Units granted by Sovos Brands, Inc. to its officers under the Sovos Brands, Inc. 2021 Equity

Exhibit 10.9 NOTICE OF MODIFICATION OF VESTING ELIGIBILITY OF YOUR PERFORMANCE-BASED RESTRICTED STOCK UNITS Background Sovos Brands, Inc. (“Company”) and [] (“you” or “Participant”) previously entered into that certain Performance-Based Restricted Stock Unit Agreement, effective [September 23, 2021]1 (“PSU Agreement”), pursuant to which PSUs (as defined in the PSU Agreement) were granted to you. C

February 2023 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 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.6 NOTICE OF MODIFICATION OF VESTING TERMS OF RESTRICTED STOCK AGREEMENT Background Sovos Brands, Inc. (“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (“Partnership”), Todd R. Lachman (“you” or 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

Offer Letter, dated as of September 26, 2022, between Sovos Brands, Inc. and E. Yuri Hermida (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.11 September 26, 2022 Yuri Hermida For email delivery Dear Yuri, I am thrilled to extend an offer of employment with Sovos Brands, Inc. (“Company”) under the following terms and conditions. Your title will be Chief Growth Officer, Sovos Brands, reporting to me, Todd Lachman, President & Chief Executive Officer. Your starting base compensation will be paid at an annual rate of $550,000.0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 10, 2023 Sovos Brands, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 10, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File Nu

February 2023 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 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.8 NOTICE OF MODIFICATION OF VESTING TERMS OF RESTRICTED STOCK AGREEMENT Background Sovos Brands, Inc. (“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (“Partnership”) and William R. Johnson (“you” or “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (“Restricted Stock Agreement”), pursuant to which s

Sovos Brands Reports First Quarter 2023 Financial Results Continued Volume-Led Growth Driven by Rao’s Provides Strong Start to Fiscal 2023 Raising Full Year Net Sales and Adjusted EBITDA Guidance

Exhibit 99.1 Sovos Brands Reports First Quarter 2023 Financial Results Continued Volume-Led Growth Driven by Rao’s Provides Strong Start to Fiscal 2023 Raising Full Year Net Sales and Adjusted EBITDA Guidance Louisville, Colo., May 10, 2023 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO), one of the fastest-growing food companies of scale in the United States

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 April 1, 2023 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: 00

February 2023 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 a director (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.5 NOTICE OF MODIFICATION OF VESTING TERMS OF RESTRICTED STOCK AGREEMENT Background Sovos Brands, Inc. (“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (“Partnership”) and [] (“you” or “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (“Restricted Stock Agreement”), pursuant to which shares of common

February 2023 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 Kirk A. Jensen (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on May 10, 2023).

Exhibit 10.7 NOTICE OF MODIFICATION OF VESTING TERMS OF RESTRICTED STOCK AGREEMENT Background Sovos Brands, Inc. (“Company”), Sovos Brands Limited Partnership, a Delaware limited partnership (“Partnership”) and Kirk Jensen (“you” or “Participant”) previously entered into that certain Restricted Stock Agreement, effective September 22, 2021 (“Restricted Stock Agreement”), pursuant to which shares o

the information specifically incorporated by reference into the Annual Report from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 27, 2023; and

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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: 001-40

List of subsidiaries.

Exhibit 21.1 SOVOS BRANDS, INC. List of Subsidiaries as of March 8, 2023 Subsidiary State or other Jurisdiction of Formation Sovos Brands Holdings, Inc. Delaware Sovos Brands Intermediate, Inc. Delaware Aidaca, LLC Delaware Bottom Line Food Processors, Inc. Delaware Noosa Holdings, Inc. Delaware Noosa Intermediate, Inc. Delaware Noosa Acquirer, Inc. Delaware Noosa Yoghurt, LLC Colorado Rao’s Speci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 8, 2023 Sovos Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 8, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File N

Sovos Brands Reports Fourth Quarter and Fiscal Year 2022 Financial Results; Provides 2023 Guidance FY 2022 Net Sales and Adjusted EBITDA1 Exceed Previously Provided Guidance FY 2023 Guidance Demonstrates Continued Strong Momentum on Top and Bottom Li

Exhibit 99.1 Sovos Brands Reports Fourth Quarter and Fiscal Year 2022 Financial Results; Provides 2023 Guidance FY 2022 Net Sales and Adjusted EBITDA1 Exceed Previously Provided Guidance FY 2023 Guidance Demonstrates Continued Strong Momentum on Top and Bottom Line Louisville, Colo., March 8, 2023 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO), one of the fa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission Fi

SOVO / Sovos Brands Inc / ADVENT INTERNATIONAL CORP/MA - SC 13G/A Passive Investment

SC 13G/A 1 d426915dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Sovos Brands, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 84612U107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th

SOVO / Sovos Brands Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sovos Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84612U107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

SOVO / Sovos Brands Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sovos Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84612U107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Sovos Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File

Sovos Brands Completes the Sale of Birch Benders

Exhibit 99.1 Sovos Brands Completes the Sale of Birch Benders Louisville, Colo., January 9, 2023 (GLOBE NEWSWIRE) – Sovos Brands, Inc. (“Sovos Brands” or the “Company”) (Nasdaq: SOVO), one of the fastest-growing food companies of scale in the United States, today announced that it has completed the divestiture of the Birch Benders brand and related assets to Hometown Food Company, a portfolio comp

SOVOS BRANDS, INC. 168 Centennial Parkway, Suite 200 Louisville, CO 80027 November 14, 2022

SOVOS BRANDS, INC. 168 Centennial Parkway, Suite 200 Louisville, CO 80027 November 14, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Gregory Herbers Re: Sovos Brands, Inc. Registration Statement on Form S-3 (File No. 333-268119) Ladies and Gentlemen: We refer to the registration statement on Form S-3 (F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (date of earliest event reported): November 2, 2022 ? Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sovos Brands, Inc.

Sovos Brands Reports Third Quarter 2022 Financial Results Organic Net Sales Growth of 16.9% and Adjusted EBITDA Growth of 14.5% Driven by Strong Dollar and Unit Consumption Growth Across the Rao’s Franchise Raising Full Year Net Sales Range to $840-$

Exhibit 99.1 ? Sovos Brands Reports Third Quarter 2022 Financial Results ? Organic Net Sales Growth of 16.9% and Adjusted EBITDA Growth of 14.5% Driven by Strong Dollar and Unit Consumption Growth Across the Rao?s Franchise Raising Full Year Net Sales Range to $840-$850 million and Reiterating Adjusted EBITDA Guidance ? Louisville, Colo., November 2, 2022 (GLOBE NEWSWIRE) ? Sovos Brands, Inc. (?So

As filed with the Securities and Exchange Commission on November 2, 2022

S-3 1 tm2227244d1s3.htm FORM S-3 As filed with the Securities and Exchange Commission on November 2, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5119352 (State or Other Jurisdiction of Incorpora

Sovos Brands Appoints E. Yuri Hermida as Chief Growth Officer

Exhibit 99.1 Sovos Brands Appoints E. Yuri Hermida as Chief Growth Officer ? LOUISVILLE, Colo. ? October 3, 2022 ? Sovos Brands, Inc. (Nasdaq: SOVO), one of the fastest-growing food companies of scale in the United States, today announced the appointment of E. Yuri Hermida as the Company?s Chief Growth Officer (CGO). Mr. Hermida will play a key role in executing Sovos Brands? enterprise-wide growt

Regulation FD Disclosure, Financial Statements and Exhibits

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): October 3, 2022 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commi

8,500,000 Shares Sovos Brands, Inc. Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-266635? PROSPECTUS 8,500,000 Shares Sovos Brands, Inc. Common Stock ? The selling stockholders named in this prospectus are offering 8,500,000 shares of common stock of Sovos Brands, Inc. (the ?Company?). We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of c

[Signature Page Follows]

August 8, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Evan Ewing Re: Sovos Brands, Inc. Registration Statement on Form S-1 Filed on August 8, 2022 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as repre

SOVOS BRANDS, INC. 168 Centennial Parkway, Suite 200 Louisville, CO 80027 August 8, 2022

SOVOS BRANDS, INC. 168 Centennial Parkway, Suite 200 Louisville, CO 80027 August 8, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Evan Ewing Re: Sovos Brands, Inc. Registration Statement on Form S-1 Filed on August 8, 2022 Ladies and Gentlemen: We refer to the registration statement on Form S-1 filed on A

As filed with the Securities and Exchange Commission on August 8, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sovos Brands, Inc.

Form of Underwriting Agreement.

Exhibit 1.1 Sovos Brands, Inc. [ l ] Shares of Common Stock Underwriting Agreement August [ l ], 2022 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Certai

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (date of earliest event reported): August 3, 2022 ? Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Co

Letter Agreement dated June 15, 2022 between Sovos Brands, Inc. and Tamer Abuaita (incorporated by reference to Exhibit 10.38 to the Company’s Form 10-Q filed on August 3, 2022).

Exhibit 10.38 ? ? ? June 15, 2022 ? Mr. Tamer Abuaita Via email ? Dear Tamer, I am delighted to extend you an offer to join the Board of Directors (the ?Board?) of Sovos Brands, Inc. (?Sovos? or the ?Company?). It is an exciting time at Sovos. Adding your capabilities to our Board is an important milestone for us, and I am confident that your experience will serve us extremely well. The purpose of

Sovos Brands Reports Second Quarter 2022 Financial Results Net Sales Increase of 22.0% Driven by Double-Digit Volume and Strong Pricing Growth Raising Full Year Net Sales Range to $825-$835 million and Maintaining Adjusted EBITDA Range, with Guidance

Exhibit 99.1 ? Sovos Brands Reports Second Quarter 2022 Financial Results ? Net Sales Increase of 22.0% Driven by Double-Digit Volume and Strong Pricing Growth Raising Full Year Net Sales Range to $825-$835 million and Maintaining Adjusted EBITDA Range, with Guidance at the Lower End ? Louisville, Colo ? August 3, 2022 (GLOBE NEWSWIRE) ? Sovos Brands, Inc. (?Sovos Brands? or the ?Company?) (Nasdaq

Form of Restricted Stock Agreement between Sovos Brands, Inc. and certain of its directors (incorporated by reference to Exhibit 10.37 to the Company’s Form 10-Q filed on August 3, 2022).

Exhibit 10.37 Sovos Brands, Inc. 2021 Equity Incentive Plan ? Restricted Stock Unit Award Agreement This 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 [?] (the ?Date of Grant?). RECITALS ? WHEREAS, the Company has adopted the Sovos Brands, Inc. 2021 Equity Ince

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): July 14, 2022 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commiss

Sovos Brands Announces Appointment of Tamer Abuaita to Board of Directors

Exhibit 99.1 Sovos Brands Announces Appointment of Tamer Abuaita to Board of Directors ? LOUISVILLE, Colo. ? July 18, 2022 ? Sovos Brands, Inc. (Nasdaq: SOVO) today announced the addition of Tamer Abuaita, Senior Vice President, Operations and Chief Supply Chain Officer at Stanley Black & Decker, Inc. to its Board of Directors. ? ?Tamer is a transformational supply chain leader, who brings more th

Other Events, Submission of Matters to a Vote of Security Holders

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): June 9, 2022 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commissi

Other Events

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): June 8, 2022 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commissi

Sovos Brands Reports First Quarter 2022 Financial Results First Quarter Net Sales Increase 10.9% on Continued, Volume-Led Consumption in Core Categories Net Income of $4.1 million; Adjusted Net Income of $13.8 million Adjusted EBITDA of $27.6 million

Exhibit 99.1 ? Sovos Brands Reports First Quarter 2022 Financial Results ? First Quarter Net Sales Increase 10.9% on Continued, Volume-Led Consumption in Core Categories Net Income of $4.1 million; Adjusted Net Income of $13.8 million Adjusted EBITDA of $27.6 million ? Louisville, Colo ? May 4, 2022 (GLOBE NEWSWIRE) ? Sovos Brands, Inc. (?Sovos Brands? or the ?Company?) (Nasdaq: SOVO), the fastest

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (date of earliest event reported): May 4, 2022 ? Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commi

note UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents note ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2022;

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Confidential Treatment Requested by Sovos Brands, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially with the Securities and Exchange Commission on April 13, 2022 This draft registration statement has not been publicly filed with t

TABLE OF CONTENTS Confidential Treatment Requested by Sovos Brands, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially with the Securities and Exchange Commission on April 13, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-????????? ? ? U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

? ? As filed with the Securities and Exchange Commission on April 8, 2022 Registration No.

Description of Securities (incorporated by reference to Exhibit 4.3 to the Company’s Amendment No. 1 on Form 10-K/A filed on March 21, 2022).

Exhibit 4.3 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.001 per share (the ?common stock?) of Sovos Brands, Inc. (the ?Company?) which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the

note UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

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Letter Agreement dated March 14, 2022 between Sovos Brands Intermediate, Inc. and Kirk Jensen (incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K filed on March 15, 2022).

Exhibit 10.36 March 14, 2022 ? ? Re: Sovos Brands, Inc. Severance Plan for Executives ? ? Dear Mr. Jensen: ? Reference is made to the Sovos Brands, Inc. Severance Plan for Executives (the ?Plan?). Any capitalized term used herein, but not defined, shall have the meaning given to such term in the Plan. In the event your employment with the Company terminates under certain circumstances as set forth

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (date of earliest event reported): March 15, 2022 ? Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Co

Retention Agreement dated January 14, 2022 between Sovos Brands Intermediate, Inc. and Richard Greenberg (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed on March 15, 2022).

? ? Exhibit 10.6 ? RETENTION AGREEMENT This Retention Agreement ("Agreement") is entered into this 14 day of January, 2022 by and between Sovos Brands Intermediate, Inc. (the "Company") and Richard Greenberg ("Employee"). ? Recitals: ? Employee is currently employed by the Company and Employee has decided to resign from employment with the Company; and ? The Company desires to provide an incentive

Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K filed on March 15, 2022).

Exhibit 10.32 ? FORM OF RSU AWARD AGREEMENT (ANNUAL GRANTS) Sovos Brands, Inc. 2021 Equity Incentive Plan ? Restricted Stock Unit Award Agreement This 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 [?], 2022 (the ?Date of Grant?). RECITALS ? WHEREAS, the Company

note UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents note ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Sovos Brands Reports Fourth Quarter and Fiscal Year 2021 Financial Results Fiscal Year 2021 Net Sales and Adjusted EBITDA Exceeds Full-Year Guidance Fourth Quarter Net Sales +17% on Continued Strong Consumption and Accelerating Share Gains Provides F

Exhibit 99.1 ? Sovos Brands Reports Fourth Quarter and Fiscal Year 2021 Financial Results ? Fiscal Year 2021 Net Sales and Adjusted EBITDA Exceeds Full-Year Guidance Fourth Quarter Net Sales +17% on Continued Strong Consumption and Accelerating Share Gains Provides Fiscal Year 2022 Guidance ? Louisville, Colo ? March 15, 2022 (GLOBE NEWSWIRE) ? Sovos Brands, Inc. (?Sovos Brands? or the ?Company?)

SCHEDULE 13G

CUSIP No. 84612U107 SCHEDULE 13G Page 38 of 41 Pages EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedul

SOVO / Sovos Brands Inc / ADVENT INTERNATIONAL CORP/MA - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Sovos Brands, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 84612U107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

SOVO / Sovos Brands Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sovos Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84612U107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2022 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): January 5, 2022 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): December 20, 2021 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Com

Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Form 10-Q filed on November 9, 2021).

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

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 (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-Q filed on November 9, 2021).

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

note UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents note ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Richard P. Greenberg (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-Q filed on November 9, 2021).

? ? Exhibit 10.21 RESTRICTED STOCK AGREEMENT ? THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), effective September 22, 2021 (the ?Distribution Date?), is entered into by and among Sovos Brands, Inc., a Delaware corporation (the ?Company?), Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?), and Richard P. Greenberg (the ?Participant?). ? R E C I T A L S ? WHER

Registration Rights Agreement dated as of September 23, 2021, by and among Sovos Brands, Inc. and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-Q filed on November 9, 2021).

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 Definitions?1 Section 2.Registration Rights?5 2.1.Demand Registrations.?5 2.2.Piggyback Registrations.?9 2.3.Holdback Agreements.?10 2.4.Registration Procedures?11 2.5.Registration Expenses.?16 2.6.No Required Sale?16 2.7.Indemnific

Sovos Brands Reports Third Quarter 2021 Financial Results Third Quarter Net Sales Increase 31% Due to Strong Consumption and the Addition of Birch Benders Brand Net Sales Increase 17% Provides Fiscal Year 2021 Net Sales and Adjusted EBITDA Guidance

Exhibit 99.1 ? Sovos Brands Reports Third Quarter 2021 Financial Results ? Third Quarter Net Sales Increase 31% Due to Strong Consumption and the Addition of Birch Benders Brand Net Sales Increase 17% Provides Fiscal Year 2021 Net Sales and Adjusted EBITDA Guidance ? Louisville, Colo ? Nov. 09, 2021 (GLOBE NEWSWIRE) ? Sovos Brands, Inc. (Nasdaq: SOVO), the fastest-growing food company of scale in

Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Daniel L. Poland (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-Q filed on November 9, 2021).

? ? Exhibit 10.24 RESTRICTED STOCK AGREEMENT (corrected) ? THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), effective September 22, 2021 (the ?Distribution Date?), is entered into by and among Sovos Brands, Inc., a Delaware corporation (the ?Company?), Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?), and Daniel L. Poland (the ?Participant?). ? R E C I T A L

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 (incorporated by reference to Exhibit 10.28 to the Company’s Form 10-Q filed on November 9, 2021).

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 Agreemen

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 (incorporated by reference to Exhibit 10.27 to the Company’s Form 10-Q filed on November 9, 2021).

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 Agreeme

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 (incorporated by reference to Exhibit 10.29 to the Company’s Form 10-Q filed on November 9, 2021).

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

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 (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-Q filed on November 9, 2021).

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 wi

Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and William R. Johnson (incorporated by reference to Exhibit 10.23 to the Company’s Form 10-Q filed on November 9, 2021).

? ? Exhibit 10.23 RESTRICTED STOCK AGREEMENT (corrected) ? THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), effective September 22, 2021 (the ?Distribution Date?), is entered into by and among Sovos Brands, Inc., a Delaware corporation (the ?Company?), Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?), and William R. Johnson (the ?Participant?). ? R E C I T A

Restricted Stock Agreement, dated as of September 22, 2021 among Sovos Brands, Inc., Sovos Brands Limited Partnership and Christopher W. Hall (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-Q filed on November 9, 2021).

? ? Exhibit 10.22 RESTRICTED STOCK AGREEMENT ? THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), effective September 22, 2021 (the ?Distribution Date?), is entered into by and among Sovos Brands, Inc., a Delaware corporation (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 ? WHERE

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 (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-Q filed on November 9, 2021).

? ? Exhibit 10.20 RESTRICTED STOCK AGREEMENT ? THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), effective September 22, 2021 (the ?Distribution Date?), is entered into by and among Sovos Brands, Inc., a Delaware corporation (the ?Company?), Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?), Todd R. Lachman (the ?Service Provider?) and Christine R. Lachman and

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (date of earliest event reported): November 9, 2021 ? Sovos Brands, Inc. (Exact name of registrant as specified in its charter) ? Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (

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).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOVOS BRANDS, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) Sovos Brands, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the ?DGCL?), does hereby certify as follows: FIRST. The Corporation filed its original Certificate

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 23, 2021 Sovos Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40837 81-5119352 (State or other jurisdiction of incorporation) (Commission F

Sovos Brands, Inc. Announces Closing of Public Offering

Exhibit 99.1 Sovos Brands, Inc. Announces Closing of Public Offering LOUISVILLE, Colo. ? September 27, 2021 ? Sovos Brands, Inc. (?Sovos Brands?) (Nasdaq: SOVO) announced today the closing of its initial public offering of 23,334,000 shares of its common stock at a price to the public of $12.00 per share. Gross proceeds to Sovos Brands were approximately $280.0 million, before underwriting discoun

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).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SOVOS BRANDS, INC. (a Delaware corporation) Effective September 23, 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of Sovos Brands, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, ei

23,334,000 Shares Sovos Brands, Inc. Common Stock

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-259110? PROSPECTUS 23,334,000 Shares Sovos Brands, Inc. Common Stock ? This is an initial public offering of common stock by Sovos Brands, Inc. (the ?Company?). We are offering 23,334,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sovos Brands, Inc. (Exact Name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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

Power of Attorney (included on signature page to the Form S-8).

As filed with the Securities and Exchange Commission on September 22, 2021 Registration No.

SOVOS BRANDS, INC. 168 Centennial Parkway, Suite 200 Louisville, CO 80027 September 20, 2021

SOVOS BRANDS, INC. 168 Centennial Parkway, Suite 200 Louisville, CO 80027 September 20, 2021 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Geoff Kruczek Re: Sovos Brands, Inc. Registration Statement on Form S-1 (File No. 333-259110) Ladies and Gentlemen: We refer to the registration statement on Form S-1 (File

Sovos Brands, Inc.

? Free Writing Prospectus dated September 17, 2021 Relating to Preliminary Prospectus dated September 14, 2021 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

[Signature Page Follows]

September 20, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Geoff Kruczek Re: Sovos Brands, Inc. Registration Statement on Form S-1 (File No. 333-259110) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as

As filed with the Securities and Exchange Commission on September 17, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 17, 2021 Registration No.

2

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 17, 2021 VIA EDGAR TRANSMISSION Geoff Kruczek Staff Attorney Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

2

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 14, 2021 VIA EDGAR TRANSMISSION Geoff Kruczek Staff Attorney Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

Form of Underwriting Agreement.

Exhibit 1.1 Sovos Brands, Inc. [ ? ] Shares of Common Stock Underwriting Agreement , 2021 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Sovos Brands, Inc.

As filed with the Securities and Exchange Commission on September 14, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 14, 2021 Registration No.

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).

Exhibit 10.15 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the ?Agreement?) is made as of August 23, 2017 (the ?Grant Date?) among Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and Richard Greenberg (the ?Participant?). RECITALS A.?????????????The Partnership is governed by the

Certificate of Amendment to Certificate of Incorporation of Sovos Brands, Inc., as currently in effect.

Exhibit 3.6 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SOVOS BRANDS, INC. September 8, 2021 Sovos Brands, Inc. (hereinafter called the ?Corporation?), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: Pursuant to a unanimous written consent of the Board of Directors of the Corpora

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).

Exhibit 10.8 SOVOS BRANDS, INC. 2021 EQUITY INCENTIVE PLAN 1.?????????????Purpose. The purpose of the Sovos Brands, Inc. 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company?s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the inter

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).

Exhibit 10.14 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the ?Agreement?) is made as of June 26, 2017 (the ?Grant Date?) among Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and Richard Greenberg (the ?Participant?). R E C I T A L S A.???????????The Partnership is governed by

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).

Exhibit 10.22 FORM OF PSU AWARD AGREEMENT (IPO 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?). RE

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).

Exhibit 10.18 Form of Amendment SOVOS BRANDS LIMITED PARTNERSHIP AMENDMENT TO INCENTIVE UNIT GRANT AGREEMENT[S] THIS AMENDMENT (the ?Amendment?), dated as of [?], 2021 (the ?Effective Date?), is entered into by and between Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and [?] (the ?Participant?). WHEREAS, the Participant was granted Incentive Units of the Par

Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement.

Exhibit 10.20 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?).

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).

Exhibit 10.23 FORM OF RSU AWARD AGREEMENT (IPO GRANTS) Sovos Brands, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement This 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 adop

As filed with the Securities and Exchange Commission on September 8, 2021

As filed with the Securities and Exchange Commission on September 8, 2021 Registration No.

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).

Exhibit 10.19 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), effective [?], 2021 (the ?Distribution Date?), is entered into by and among Sovos Brands, Inc., a Delaware corporation (the ?Company?), Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?), and [?] (the ?Participant?). R E C I T A L S WHEREAS, the Partnership holds Common St

Form of Sovos Brands, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement.

Exhibit 10.21 FORM OF RSU AWARD AGREEMENT (ANNUAL GRANTS) Sovos Brands, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award Agreement This 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 [?], 2022 (the ?Date of Grant?). RECITALS WHEREAS, the Company has a

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).

Exhibit 10.16 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the ?Agreement?) is made as of May 1, 2019 (the ?Grant Date?) among Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and Rich Greenberg (the ?Participant?). RECITALS A.?????????????The Partnership is governed by the Second

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).

Exhibit 10.4 FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT This First Amendment to the Employment Letter Agreement, dated January 14, 2017, between Sovos Brands Intermediate, Inc. (the ?Company?) and Todd R. Lachman (the ?Executive?) (the ?Employment Agreement?) is made, entered into, and effective on the date set forth on the signature page hereto (the ?Amendment Effective Date?) by and between

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).

Exhibit 10.17 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the ?Agreement?) is made as of November 14, 2019 (the ?Grant Date?) among Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and Chris Hall (the ?Participant?). R E C I T A L S A.????????????The Partnership is governed by th

Certificate of Amendment to Certificate of Incorporation of Sovos Brands, Inc., as currently in effect.

Exhibit 3.4 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SOVOS BRANDS SUPER HOLDINGS, INC. November 16, 2018 Sovos Brands Super Holdings, Inc. (hereinafter called the ?Corporation?), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1.?????????????The Certificate of Incorporation of the Co

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).

Exhibit 10.22 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?), is effective upon the effectiveness of the Company?s Registration Statement on Form S-1, between Sovos Brands Inc., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13. WHEREAS,

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).

Exhibit 10.6 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN Article I ESTABLISHMENT, DEFINITIONS AND PURPOSE 1.1??????????Establishment. Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?), hereby establishes the Sovos Brands Limited Partnership 2017 Equity Incentive Plan (the ?Plan?). The Plan shall become effective as of May 9, 2017. 1.2??????????Def

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).

Exhibit 4.1 # D E L A W A R E # SEAL S O VOS B R A NDS, IN C .. CORP O RA TE July 17, 2017 SV FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF Sovos Brands, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transf

Certificate of Amendment to Certificate of Incorporation of Sovos Brands, Inc., as currently in effect.

Exhibit 3.5 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SOVOS BRANDS SUPER HOLDINGS, INC. April 12, 2021 Sovos Brands Super Holdings, Inc. (hereinafter called the ?Corporation?), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: Pursuant to a unanimous written consent of the Board

Certificate of Incorporation of Sovos Brands, Inc., as currently in effect.

Exhibit 3.3 CERTIFICATE OF INCORPORATION OF Sovos Brands Super Holdings, Inc. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that: First: The name of the Corporation is Sovos Brands Super Holdings, Inc. (the ?Corporation?). Second: The address of its registered office in the State of D

List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Form S-1 filed on August 27, 2021).

Exhibit 21.1 SOVOS BRANDS, INC. List of Subsidiaries as of May 27, 2021 Subsidiary State or Other Jurisdiction of Formation Sovos Brands Holdings, Inc. Delaware Sovos Brands Intermediate, Inc. Delaware Birch Benders, LLC Delaware Bottom Line Food Processors, Inc. Delaware Noosa Holdings, Inc. Delaware Noosa Intermediate, Inc. Delaware Noosa Acquirer, Inc. Delaware Noosa Yoghurt, LLC Colorado Rao?s

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).

Exhibit 10.2 Execution Version SECOND LIEN CREDIT AGREEMENT dated as of June 8, 2021 among SOVOS BRANDS INTERMEDIATE, INC., as the Borrower, SOVOS BRANDS HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders, and OWL ROCK CAPITAL CORPORATION, as Administrative Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Defined Terms 1 Section 1.02. Classification of

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).

Exhibit 10.12 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the ?Agreement?) is made as of August 29, 2017 (the ?Grant Date?) among Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and Todd R. Lachman (the ?Participant?). R E C I T A L S A.????????????The Partnership is governed by

Form of Amended and Restated Certificate of Incorporation of Sovos Brands, Inc. to be in effect prior to the consummation of the offering made under this Registration Statement.

Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOVOS BRANDS, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) Sovos Brands, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the ?DGCL?), does hereby certify as follows: FIRST. The Corporation filed its original Cer

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).

Exhibit 10.9 2021 Sovos Brands Annual Incentive Plan Purpose The Sovos Brands 2021 Annual Incentive Plan (the ?Plan?) established by Sovos Brands Intermediate, Inc. (together with its subsidiaries, ?Sovos?) is effective December 27, 2020 and has been approved by the Sovos Board of Directors (?Board?). This Plan replaces any prior cash-based incentive plan(s). The purpose of the Plan is to motivate

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).

Exhibit 10.5 sovos brands Sovos Brands Richard Greenberg Employment Term Sheet Executive Richard Greenberg (the ?Executive?) Position Executive shall serve as Chief Customer Officer (the ?Company?) reporting directly to the Chief Executive Officer (the ?CEO?). Duties Executive shall have such duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibili

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).

Exhibit 10.1 Execution Version FIRST LIEN CREDIT AGREEMENT dated as of June 8, 2021 among SOVOS BRANDS INTERMEDIATE, INC., as the Borrower, SOVOS BRANDS HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and Issuing Banks, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and an Issuing Bank, CREDIT SUISSE LOAN FUNDING LLC, CITIZENS BANK, N.A., DEUTS

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).

Exhibit 10.11 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the ?Agreement?) is made as of June 7, 2017 (the ?Grant Date?) among Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and Todd R. Lachman (the ?Participant?). R E C I T A L S A.???????????The Partnership is governed by the

Bylaws of Sovos Brands, Inc., as currently in effect.

Exhibit 3.6 BYLAWS OF SOVOS BRANDS SUPER HOLDINGS, INC. A DELAWARE CORPORATION PREAMBLE These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the ?Delaware General Corporation Law?) and the Certificate of Incorporation (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the ?Certificate?) of Sovos B

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).

Exhibit 10.7 AMENDMENT NO. 1 TO SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN This AMENDMENT NO. 1, dated as of 2/10/2021 (this ?Amendment?), to that certain Sovos Brands Limited Partnership 2017 Equity Incentive Plan (the ?Plan?). W I T N E S S E T H: WHEREAS, SOVOS BRANDS GP LLC (the ?Board?) desires to amend the Plan pursuant to Section 6.1 of the Plan. NOW THEREFORE, it is hereby

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).

Exhibit 10.10 SOVOS BRANDS, INC. ANNUAL INCENTIVE PLAN (for Performance Periods Commencing on or after December 26, 2021) 1. Purpose. The purpose of the Sovos Brands, Inc. Annual Incentive Plan (the ?Plan?) is to advance the interests of Sovos Brands, Inc. (?Sovos Brands?) and its stockholders by promoting Sovos Brands? pay for performance philosophy, attracting and retaining key employees of Sovo

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).

Exhibit 10.13 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN INCENTIVE UNIT GRANT AGREEMENT THIS INCENTIVE UNIT GRANT AGREEMENT (the ?Agreement?) is made as of May 1, 2019 (the ?Grant Date?) among Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?) and Todd R. Lachman (the ?Participant?). R E C I T A L S A.???????????The Partnership is governed by the

Form of Registration Rights Agreement.

Exhibit 4.2 FORM OF REGISTRATION RIGHTS AGREEMENT by and among Sovos Brands, Inc. and the other parties hereto [?], 2021 TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Registration Rights 5 2.1. Demand Registrations 5 2.2. Piggyback Registrations. 8 2.3. Holdback Agreements 9 2.4. Registration Procedures 10 2.5. Registration Expenses. 15 2.6. No Required Sale 15 2.7. Indemnification

Form of Amended and Restated Bylaws of Sovos Brands, Inc. to be in effect prior to the consummation of the offering made under this Registration Statement.

Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF SOVOS BRANDS, INC. (a Delaware corporation) Effective [?], 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of Sovos Brands, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, eit

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).

Exhibit 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of January 14, 2017, among Grand Prix Intermediate, Inc., a Delaware corporation (the ?Company?) and Todd R. Lachman (the ?Executive?). WITNESSETH WHEREAS, the Company, Bottom Line Food Processors, Inc., a Delaware corporation, and certain other parties have entered into a Purchase Agreement dated on or about the da

Power of Attorney (included on signature page).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 27, 2021 Registration No.

2

DRSLTR 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax August 5, 2021 VIA EDGAR TRANSMISSION Geoff Kruczek Staff Attorney Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Sovos Brands, Inc. Amendment No. 2 to Confidential Draft Registration Statement on Form S-

Amendment No. 2 to confidential submission As submitted confidentially with the Securities and Exchange Commission on August 5, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all inf

TABLE OF CONTENTS Amendment No. 2 to confidential submission As submitted confidentially with the Securities and Exchange Commission on August 5, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-??????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Was

SECOND LIEN CREDIT AGREEMENT dated as of June 8, 2021 SOVOS BRANDS INTERMEDIATE, INC., as the Borrower, SOVOS BRANDS HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders, OWL ROCK CAPITAL CORPORATION, as Administrative Agen

Exhibit 10.2 Execution Version SECOND LIEN CREDIT AGREEMENT dated as of June 8, 2021 among SOVOS BRANDS INTERMEDIATE, INC., as the Borrower, SOVOS BRANDS HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders, and OWL ROCK CAPITAL CORPORATION, as Administrative Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Defined Terms 1 Section 1.02. Classification of

FIRST LIEN CREDIT AGREEMENT dated as of June 8, 2021 SOVOS BRANDS INTERMEDIATE, INC., as the Borrower, SOVOS BRANDS HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and Issuing Banks, CREDIT SUISSE AG, CAYMAN ISLANDS BR

Exhibit 10.1 Execution Version FIRST LIEN CREDIT AGREEMENT dated as of June 8, 2021 among SOVOS BRANDS INTERMEDIATE, INC., as the Borrower, SOVOS BRANDS HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and Issuing Banks, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and an Issuing Bank, CREDIT SUISSE LOAN FUNDING LLC, CITIZENS BANK, N.A., DEUTS

Sovos Brands Richard Greenberg Employment Term Sheet

Exhibit 10.4 sovos brands Sovos Brands Richard Greenberg Employment Term Sheet Executive Richard Greenberg (the ?Executive?) Position Executive shall serve as Chief Customer Officer (the ?Company?) reporting directly to the Chief Executive Officer (the ?CEO?). Duties Executive shall have such duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibili

CERTIFICATE OF INCORPORATION Sovos Brands Super Holdings, Inc.

Exhibit 3.3 CERTIFICATE OF INCORPORATION OF Sovos Brands Super Holdings, Inc. THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that: First: The name of the Corporation is Sovos Brands Super Holdings, Inc. (the ?Corporation?). Second: The address of its registered office in the State of D

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION SOVOS BRANDS SUPER HOLDINGS, INC. April 12, 2021

Exhibit 3.5 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SOVOS BRANDS SUPER HOLDINGS, INC. April 12, 2021 Sovos Brands Super Holdings, Inc. (hereinafter called the ?Corporation?), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: Pursuant to a unanimous written consent of the Board

SOVOS BRANDS, INC. List of Subsidiaries as of May 27, 2021

EX-21.1 9 filename9.htm Exhibit 21.1 SOVOS BRANDS, INC. List of Subsidiaries as of May 27, 2021 Subsidiary State or Other Jurisdiction of Formation Sovos Brands Holdings, Inc. Delaware Sovos Brands Intermediate, Inc. Delaware Birch Benders, LLC Delaware Bottom Line Food Processors, Inc. Delaware Noosa Holdings, Inc. Delaware Noosa Intermediate, Inc. Delaware Noosa Acquirer, Inc. Delaware Noosa Yog

Amendment No. 1 to confidential submission As submitted confidentially with the Securities and Exchange Commission on May 27, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all infor

DRS/A 1 filename1.htm TABLE OF CONTENTS Amendment No. 1 to confidential submission As submitted confidentially with the Securities and Exchange Commission on May 27, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE

AMENDMENT NO. 1 TO SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN

Exhibit 10.5 AMENDMENT NO. 1 TO SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN This AMENDMENT NO. 1, dated as of 2/10/2021 (this ?Amendment?), to that certain Sovos Brands Limited Partnership 2017 Equity Incentive Plan (the ?Plan?). W I T N E S S E T H: WHEREAS, SOVOS BRANDS GP LLC (the ?Board?) desires to amend the Plan pursuant to Section 6.1 of the Plan. NOW THEREFORE, it is hereby

BYLAWS OF SOVOS BRANDS SUPER HOLDINGS, INC. A DELAWARE CORPORATION

Exhibit 3.6 BYLAWS OF SOVOS BRANDS SUPER HOLDINGS, INC. A DELAWARE CORPORATION PREAMBLE These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the ?Delaware General Corporation Law?) and the Certificate of Incorporation (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the ?Certificate?) of Sovos B

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of January 14, 2017, among Grand Prix Intermediate, Inc., a Delaware corporation (the ?Company?) and Todd R. Lachman (the ?Executive?). WITNESSETH WHEREAS, the Company, Bottom Line Food Processors, Inc., a Delaware corporation, and certain other parties have entered into a Purchase Agreement dated on or about the da

SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN Article I ESTABLISHMENT, DEFINITIONS AND PURPOSE

Exhibit 10.4 SOVOS BRANDS LIMITED PARTNERSHIP 2017 EQUITY INCENTIVE PLAN Article I ESTABLISHMENT, DEFINITIONS AND PURPOSE 1.1??????????Establishment. Sovos Brands Limited Partnership, a Delaware limited partnership (the ?Partnership?), hereby establishes the Sovos Brands Limited Partnership 2017 Equity Incentive Plan (the ?Plan?). The Plan shall become effective as of May 9, 2017. 1.2??????????Def

767 Fifth Avenue

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax May 27, 2021 VIA EDGAR TRANSMISSION Geoff Kruczek Staff Attorney Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION SOVOS BRANDS SUPER HOLDINGS, INC. November 16, 2018

Exhibit 3.4 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SOVOS BRANDS SUPER HOLDINGS, INC. November 16, 2018 Sovos Brands Super Holdings, Inc. (hereinafter called the ?Corporation?), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1.?????????????The Certificate of Incorporation of the Co

As submitted confidentially with the Securities and Exchange Commission on April 16, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

TABLE OF CONTENTS As submitted confidentially with the Securities and Exchange Commission on April 16, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Alexander D. Lynch, Esq.

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax April 16, 2021 Alexander D.