[8-K] Krispy Kreme, Inc. Reports Material Event

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully and unconditionally guaranteed by JPMorgan Chase & Co., plans to issue $1,000-denominated Market Linked Securities that combine an auto-call feature, 100% upside participation and a 10% fixed downside buffer. The notes are linked to the S&P 500 Index and the Dow Jones Industrial Average; investors are exposed to the lowest-performing of the two indices at every measurement date.

• Pricing date: 18 Jul 2025  |  Issue date: 23 Jul 2025
• Potential automatic call: 23 Jul 2026 if the worst index is at or above its starting level; investors then receive principal plus a ≥10.40% call premium.
• Maturity: 21 Jul 2028. If not called, payout depends on the worst index on the final calculation day:
  • Above start level – principal plus full upside.
  • Between 90% and 100% of start – principal only.
  • Below 90% of start – 1-for-1 downside beyond the 10% buffer (losses up to 90%).
• Estimated value: ≈$960.80 per $1,000 note today; final estimate to be ≥$940 in the pricing supplement.
• Fees: Up to 2.575% selling concession (incl. Wells Fargo and other dealers); JPMS may pay up to 0.30% additional distribution fees.
• Credit exposure: unsecured obligations of JPMorgan Financial, guaranteed by JPMorgan Chase & Co.

The accompanying documents highlight key risks: capped upside if auto-called, potential 90% principal loss at maturity, reinvestment risk, liquidity constraints, valuation discounts versus issue price, tax uncertainty and reliance on JPM’s creditworthiness.

Positive

• 10% fixed downside buffer provides limited principal protection versus direct index exposure.
• Automatic call premium of ≥10.40% delivers double-digit return if indices are flat or up after one year.
• 100% upside participation beyond the call date allows full equity gains at maturity if not called.
• Full guarantee by JPMorgan Chase & Co. adds investment-grade credit backing.

Negative

• Potential loss of up to 90% of principal if the worst index falls more than 10% by maturity.
• Upside capped to the call premium if note is auto-called in year one, limiting long-term equity participation.
• Liquidity and valuation risk: secondary prices expected to trade below issue price due to embedded fees.
• Complex tax treatment with uncertain U.S. federal consequences for holders.

Insights

Structured Products Analyst

TL;DR: Routine structured-note launch; limited upside, 10% buffer, credit-linked to JPM, neutral overall impact.

The issuance follows JPMorgan’s typical calendar of retail-oriented market-linked notes. From a product design view, the 10% downside buffer and ≥10.4% one-year call premium are standard in today’s rate/volatility environment. The instrument is attractive to investors seeking equity exposure with partial protection, but total upside is either capped by an early call or fully market-tracking only at maturity. Because the lowest-performing index drives outcomes, correlation risk is meaningful. Estimated value of $960.80 implies a 3.9% initial embedded cost, consistent with similar offerings. For JPM, the deal raises inexpensive funding; for investors, risk/return is highly path-dependent. I classify the filing as non-material to JPM’s broader financial outlook.

Risk Analyst

TL;DR: Investors face 1-for-1 downside beyond 10% and liquidity/valuation risks—product is complex and unsuitable for short-term trading.

The fact sheet lists 17 distinct risk factors, most notably the potential 90% principal loss if the worst index falls more than 10% by July 2028. Secondary-market pricing will likely be below par because of fees and issuer spread, and JPMS’s published value may temporarily exceed fair value. Auto-call reinvestment risk is underestimated—if markets rise early, investors are forced out into lower-yield alternatives. Finally, because both JPM and Wells Fargo are current constituents of the reference indices, conflicts could arise around hedging and trading. Overall risk profile is elevated relative to plain bonds or index ETFs, though credit risk remains investment-grade. Impact to JPM credit is negligible; impact to retail investors is potentially significant.

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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

June 27, 2025

Date of Report (Date of earliest event reported)

_________________________

Krispy Kreme, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware			001-40573			37-1701311
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2116 Hawkins Street, Suite 101, Charlotte, North Carolina 28203

(Address of principal executive offices)

(800) 457-4779

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value per share

DNUT

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On June 27, 2025, Krispy Kreme, Inc. (the “Company”) received notice from Jeremiah Ashukian, Executive Vice President and Chief Financial Officer, of his decision to resign, effective July 11, 2025, from all positions with the Company and its subsidiaries to pursue another opportunity. Mr. Ashukian’s decision to resign is not the result of any disagreement with the Company or its Board of Directors (the “Board”), including on any matters relating to the Company’s operations, policies, practices, or financial reporting.

On June 27, 2025, the Company received notice from David Skena, Chief Growth Officer, of his decision to resign, effective July 11, 2025, from all positions with the Company and its subsidiaries to pursue another opportunity. Mr. Skena’s decision to resign is not the result of any disagreement with the Company or the Board, including on any matters relating to the Company’s operations, policies, practices, or financial reporting.

(c)

On July 1, 2025, the Company appointed Raphael Duvivier as Chief Financial Officer to succeed Mr. Ashukian, effective July 11, 2025. Mr. Duvivier, age 42, joined the Company in 2019 and has served in multiple leadership roles, including as segment Chief Financial and Strategy Officer, Chief Development Officer and, most recently, as President, International since January 2025. Prior to joining the Company, Mr. Duvivier held various senior leadership positions at Restaurant Brands International Inc. across multiple regions. Mr. Duvivier holds a B.Sc. in Industrial Engineering from the Pontifícia Universidade Católica do Rio de Janeiro, Brazil, and an M.B.A. from INSEAD.

Mr. Duvivier is not a party to any transaction with the Company that would be reportable under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Duvivier and any of the Company’s directors or executive officers.

Item 7.01 Regulation FD Disclosure.

On July 3, 2025, the Company issued a press release in connection with the appointment of Mr. Duvivier as Chief Financial Officer and certain other matters. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

			Exhibit No.						Description
			99.1						Press Release issued by Krispy Kreme, Inc., dated July 3, 2025
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

KRISPY KREME, INC.

Dated: July 3, 2025

By:    /s/ Joshua Charlesworth

Name:			Joshua Charlesworth
Title:			Chief Executive Officer

FAQ

How does the auto-call feature work on JPMorgan's Market Linked Securities?

If on 23 Jul 2026 the lowest-performing index is at or above its starting level, the notes are redeemed early for $1,000 plus a ≥10.40% premium.

What downside protection do the securities offer?

A 10% buffer: investors start losing principal only if the worst index ends below 90% of its starting level on 18 Jul 2028.

What is the estimated value relative to the $1,000 issue price?

Current estimate is $960.80; the final estimate, disclosed in the pricing supplement, will not be less than $940.

Who bears the credit risk of these securities?

Holders are unsecured creditors of JPMorgan Chase Financial Company LLC; payments are guaranteed by JPMorgan Chase & Co.

Are interest or dividends paid during the term?

No. The notes pay neither periodic interest nor pass through dividends from the underlying indices.

What fees are embedded in the product?

Selling concessions up to 2.575% plus up to 0.30% in additional dealer fees are included in the pricing.