JAB affiliates extend $100M Krispy Kreme (DNUT) cash-settled swap

Rhea-AI Filing Summary

Krispy Kreme, Inc. major shareholder affiliates reported an update to a cash‑settled total return swap tied to its common stock. JAB Holdings B.V. extended the term of an existing long cash-settled equity swap with Banco Santander, S.A. from March 2026 to March 1, 2028 for no additional consideration.

The extension is treated as a deemed cancellation of the old swap and entry into a new one, but JAB Holdings B.V.’s economic exposure to the referenced shares, with an aggregate initial price not to exceed $100,000,000, remains unchanged and will be settled only in cash. The swap does not give JAB Holdings B.V. voting, investment or dispositive control over Krispy Kreme securities, and the reporting entities disclaim beneficial ownership except to the extent of their pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 1019 GM

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Krispy Kreme, Inc. [ DNUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share								74,190,990	I	See footnotes.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash-Settled Total Return Swap(2)(3)	(2)(3)	03/02/2026		J/K(2)(3)		6,895,120(2)(3)		(2)(3)	(2)(3)	Common Stock	6,895,120	(2)(3)	6,895,120	D(4)

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 1019 GM

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JAB Investments S.a r.l.

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JAB Holding Co s.a r.l.

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Joh. A. Benckiser s.a.r.l.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 1019 GM

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Agnaten SE

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lucresca SE

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

2. As previously disclosed, JAB Holdings B.V. entered into a long cash-settled total return equity swap on February 28, 2023 (the "Long Swap") with Banco Santander, S.A. (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.

3. On March 2, 2026, JAB Holdings B.V. and the Dealer agreed to extend the term of the Long Swap to March 1, 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.

4. 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.

	/s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.; /s/ Rafael Cunha, Managing Director of JAB Holdings B.V.	03/04/2026
	/s/ Sebastiaan Wolvers, Manager of JAB Investments s.a r.l.; /s/ Jonathan Norman, Manager of JAB Investments s.a r.l.	03/04/2026
	/s/ Frank Engelen, Manager of JAB Holding Company s.a r.l.; /s/ Jonathan Norman, Manager of JAB Holding Company s.a r.l.	03/04/2026
	/s/ Joachim Creus, Director of Joh. A. Benckiser B.V.; /s/ Jonathan Norman, Director of Joh. A. Benckiser B.V.	03/04/2026
	/s/ Joachim Creus, Authorized Representative of Lucresca SE	03/04/2026
	/s/ Joachim Creus, Authorized Representative of Agnaten SE	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What did JAB Holdings report in its Form 4 for Krispy Kreme (DNUT)?

JAB Holdings B.V. reported an extension of a long cash-settled total return equity swap referencing Krispy Kreme common stock. The swap’s term was pushed to March 1, 2028, with no additional consideration, while maintaining the same economic exposure and exclusively cash settlement.

Does the Krispy Kreme (DNUT) swap extension change JAB’s economic exposure?

The swap extension does not change JAB Holdings B.V.’s economic exposure to the referenced Krispy Kreme shares. It remains a long cash-settled position tied to shares with an aggregate initial price not exceeding $100,000,000, providing economic results similar to direct share ownership.

Does JAB Holdings gain voting power over Krispy Kreme (DNUT) shares from this swap?

The long cash-settled total return swap does not give JAB Holdings B.V. any direct or indirect voting, investment or dispositive control over Krispy Kreme securities. The dealer is not required to acquire, hold, vote or dispose of company securities as a result of the swap.

How are the Krispy Kreme (DNUT) shares related to the reporting persons held?

The Krispy Kreme common shares referenced are held and beneficially owned by JAB Indulgence B.V., a direct or indirect subsidiary of each reporting person. Each reporting person may be deemed a beneficial owner but disclaims beneficial ownership except to the extent of its pecuniary interest.

What is the notional size of JAB’s swap exposure to Krispy Kreme (DNUT)?

The long swap provides exposure to a notional amount of Krispy Kreme shares with an aggregate initial price not exceeding $100,000,000. This notional exposure is designed to deliver economic results comparable to owning those shares, while all balances under the swap are settled in cash only.

Is the Krispy Kreme (DNUT) swap extension treated as a new transaction?

The term extension is treated as a deemed cancellation of the existing long swap and a deemed entry into a new swap with a later settlement date. However, the filing notes JAB Holdings B.V.’s exposure to the referenced shares remains unchanged and the swap stays in full force and effect.