JAB extends $100M Krispy Kreme (DNUT) cash-settled equity swap
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
JAB-affiliated entities reported an update to their Krispy Kreme exposure. They continue to indirectly hold 74,190,990 shares of Krispy Kreme common stock through JAB Indulgence B.V., while disclaiming beneficial ownership except for their pecuniary interests.
JAB Holdings B.V. has a long cash-settled total return equity swap referencing Subject Shares the dealer purchased at an aggregate initial price not to exceed $100,000,000, covering 7,069,936 underlying shares. On June 12, 2026, JAB Holdings B.V. and the dealer agreed to extend the swap’s term to August 10, 2028, which is treated as a deemed cancellation and re-entry into a new swap, but leaves JAB Holdings B.V.’s economic exposure unchanged. The swap is cash-settled only and does not provide voting, investment, or dispositive control over Krispy Kreme securities.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
JAB Holdings B.V., JAB Investments S.a r.l., JAB Holding Co s.a r.l., Joh. A. Benckiser s.a.r.l., Agnaten SE, Lucresca SE
Role
null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Cash-Settled Total Return Swap | 7,069,936 | $0.00 | -- |
| holding | Common Stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Cash-Settled Total Return Swap — 7,069,936 shares (Direct, null);
Common Stock, par value $0.01 per share — 74,190,990 shares (Indirect, See footnotes.)
Footnotes (1)
- These shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Krispy Kreme, Inc. (the "Company") are held and beneficially owned by JAB Indulgence B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Indulgence B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. As previously disclosed, JAB Holdings B.V. entered into a long cash-settled total return equity swap on August 11, 2023 (the "Long Swap") with HSBC Continental Europe (the "Dealer") providing for the establishment of long exposure with respect to a notional amount of up to the number of Shares purchased by the Dealer with an aggregate initial price not to exceed $100,000,000 (the "Subject Shares") that provide JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the Subject Shares. All balances will be exclusively cash settled. On June 12, 2026, JAB Holdings B.V. and the Dealer agreed to extend the term of the Long Swap to August 10, 2028 for no additional consideration, although JAB Holdings B.V. has the right to terminate and close out the Long Swap during certain specified earlier periods if it so chooses. The extension resulted in a deemed cancellation of the existing Long Swap and a deemed entry into a new Long Swap with a later settlement date. The deemed cancellation is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) promulgated thereunder, respectively. JAB Holdings B.V.'s exposure with respect to the Subject Shares remains unchanged, and the Long Swap remains in full force and effect. The Long Swap (but not the Subject Shares referenced thereby) is owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swap does not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require the Dealer to acquire, hold, vote or dispose of any securities of the Company. Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Key Figures
Indirect common stock holdings: 74,190,990 shares
Swap underlying shares: 7,069,936 shares
Swap notional cap: $100,000,000
+3 more
6 metrics
Indirect common stock holdings
74,190,990 shares
Common Stock held by JAB Indulgence B.V., as referenced in footnote
Swap underlying shares
7,069,936 shares
Underlying Krispy Kreme Common Stock referenced by the Long Swap
Swap notional cap
$100,000,000
Aggregate initial price limit for Subject Shares in the Long Swap
Restructuring shares
7,069,936 shares
Shares referenced by the reported J-code restructuring transaction
Swap extension date
June 12, 2026
Date JAB Holdings B.V. agreed with the dealer to extend the Long Swap
New swap maturity
August 10, 2028
Revised term end for the Long Swap after extension
Key Terms
cash-settled total return equity swap, Subject Shares, pecuniary interests, Sections 16(a) and 16(b), +1 more
5 terms
cash-settled total return equity swap financial
"entered into a long cash-settled total return equity swap on August 11, 2023"
pecuniary interests financial
"Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein."
Sections 16(a) and 16(b) regulatory
"The deemed cancellation is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934"
Rules 16a-4(d) and 16b-6(d) regulatory
"pursuant to Rules 16a-4(d) and 16b-6(d) promulgated thereunder, respectively."
FAQ
What did JAB report in its latest Form 4 for Krispy Kreme (DNUT)?
JAB-affiliated entities reported continued indirect holdings of 74,190,990 Krispy Kreme common shares and an extension of a cash-settled total return equity swap to August 10, 2028, with economic exposure and cash-settled structure remaining unchanged.
When does JAB’s extended Krispy Kreme equity swap now expire?
The long cash-settled total return equity swap’s term was extended on June 12, 2026, so that it now runs until August 10, 2028. This extension is treated as a deemed cancellation and re-entry but leaves JAB Holdings B.V.’s economic exposure to the Subject Shares unchanged.
Does JAB gain voting rights in Krispy Kreme through the equity swap?
No, the long cash-settled total return equity swap does not give JAB Holdings B.V. direct or indirect voting, investment, or dispositive control over any Krispy Kreme securities, nor does it require the dealer to acquire, hold, vote, or dispose of such securities.
What Sections 16 exemptions apply to JAB’s Krispy Kreme equity swap change?
The deemed cancellation of the existing long cash-settled total return equity swap and entry into a new swap are described as exempt from Sections 16(a) and 16(b) of the Securities Exchange Act under Rules 16a-4(d) and 16b-6(d), respectively, as cited in the disclosure.