Mondelez (NASDAQ: MDLZ) sets $1.5B 364-day revolver with $500M option

Rhea-AI Filing Summary

Mondelēz International, Inc. entered into a new 364‑day senior unsecured revolving credit agreement providing a $1.5 billion revolving credit facility with a syndicate of lenders and JPMorgan Chase Bank, N.A. as administrative agent. The facility terminates on February 17, 2027, with an option to extend the maturity of any loans outstanding on that date to February 17, 2028, subject to conditions. Mondelēz may request up to an additional $500 million in commitments and can terminate or reduce unused commitments. The agreement requires minimum shareholders’ equity of $25.0 billion and includes customary covenants and events of default. The company expects to use the facility for general corporate purposes, including working capital, and to support its commercial paper program. In connection with this new agreement, Mondelēz terminated its prior $1.5 billion 364‑day revolving credit agreement dated February 19, 2025.

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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

Date of Report (date of earliest event reported): February 18, 2026

___________________________________

MONDELĒZ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Virginia (State or other jurisdiction of incorporation)			1-16483 (Commission File Number)			52-2284372 (I.R.S. Employer Identification Number)
905 West Fulton Market, Suite 200, Chicago, IL 60607
(Address of principal executive offices, including zip code)
(847) 943-4000
(Registrant's telephone number, including area code)

___________________________________

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:

☐			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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, no par value			MDLZ			The Nasdaq Global Select Market
1.625% Notes due 2027			MDLZ27			The Nasdaq Stock Market LLC
0.250% Notes due 2028			MDLZ28			The Nasdaq Stock Market LLC
0.750% Notes due 2033			MDLZ33			The Nasdaq Stock Market LLC
2.375% Notes due 2035			MDLZ35			The Nasdaq Stock Market LLC
4.500% Notes due 2035			MDLZ35A			The Nasdaq Stock Market LLC
1.375% Notes due 2041			MDLZ41			The Nasdaq Stock Market LLC
3.875% Notes due 2045			MDLZ45			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

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 1.01. Entry into a Material Definitive Agreement.

The information described below under “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off‑Balance Sheet Arrangement of a Registrant.” is hereby incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

364‑Day Revolving Credit Agreement

In connection with entry into the 364‑Day Revolving Credit Agreement described below under “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off‑Balance Sheet Arrangement of a Registrant.”, we terminated our $1.5 billion 364‑day senior unsecured revolving credit agreement, dated as of February 19, 2025.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off‑Balance Sheet Arrangement of a Registrant.

364‑Day Revolving Credit Agreement

On February 18, 2026, we entered into a revolving credit agreement (the “364‑Day Revolving Credit Agreement”) for a 364‑day senior unsecured revolving credit facility in an aggregate principal amount of $1.5 billion with the lenders named in the 364‑Day Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as administrative agent.

Under the 364‑Day Revolving Credit Agreement, we and certain of our subsidiaries that we may designate may borrow up to the aggregate amount of the unused commitments under the 364‑Day Revolving Credit Agreement. The 364‑Day Revolving Credit Agreement will terminate on February 17, 2027 (the “Termination Date”). We may request the amount of the 364‑day revolving facility be increased by up to $500 million in the aggregate with the agreement of the lenders providing the increased commitments. We may extend the maturity of any loans outstanding on the Termination Date to February 17, 2028, subject to delivery of prior notice and satisfaction of other conditions. We also have the right, subject to certain conditions, to terminate in whole or reduce ratably in part the unused portions of the respective commitments of the lenders. All committed pro rata borrowings under the 364‑Day Revolving Credit Agreement will bear interest at a variable annual rate based on SOFR or base rate, at our election, plus an applicable margin (as determined pursuant to the 364‑Day Revolving Credit Agreement). The applicable margin will be determined by reference to the rating of our long‑term senior unsecured debt.

The 364‑Day Revolving Credit Agreement requires us to maintain a minimum shareholders’ equity of not less than $25.0 billion. The 364‑Day Revolving Credit Agreement’s definition of minimum shareholder equity excludes accumulated other comprehensive income or losses, the cumulative effects of any changes in accounting principles, and any income or losses recognized in connection with the ongoing application of any “mark‑to‑market” accounting adopted in respect of pension and other retirement plans. The 364‑Day Revolving Credit Agreement also contains customary representations, covenants and events of default.

We expect to use the 364‑Day Revolving Credit Agreement for general corporate purposes, including for working capital purposes, and to support our commercial paper program. Some of the lenders under the 364‑Day Revolving Credit Agreement and their affiliates have various relationships with us and our subsidiaries involving the provision of financial services, including cash management, investment banking and trust services. In addition, we and certain of our subsidiaries have entered into foreign exchange and other derivatives arrangements with certain of the lenders and their affiliates.

This description of the 364‑Day Revolving Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the 364‑Day Revolving Credit Agreement, which is filed hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed with this Current Report on Form 8‑K.

2

Exhibit Number
						10.1			364‑Day Revolving Credit Agreement, dated as of February 18, 2026, by and among Mondelēz International, Inc., the lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.
104			The cover page from Mondelēz International, Inc.’s Current Report on Form 8‑K, formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

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

MONDELĒZ INTERNATIONAL, INC.
By:			/s/ Luca Zaramella
Name:			Luca Zaramella
Title:			Executive Vice President, Chief Operating Officer and Chief Financial Officer

Date: February 18, 2026

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FAQ

What new credit facility did Mondelēz International (MDLZ) enter into?

Mondelēz International entered into a 364‑day senior unsecured revolving credit agreement providing a $1.5 billion facility. The agreement involves multiple lenders with JPMorgan Chase Bank, N.A. as administrative agent and includes customary covenants and events of default for this type of corporate credit line.

When does Mondelēz International’s new $1.5 billion revolving credit facility expire?

The $1.5 billion 364‑day revolving credit facility terminates on February 17, 2027. Mondelēz may extend the maturity of any loans outstanding on that date to February 17, 2028, subject to prior notice and satisfaction of conditions specified in the revolving credit agreement.

Can Mondelēz International (MDLZ) increase the size of its new revolving credit facility?

Mondelēz may request an increase of the 364‑day revolving facility by up to $500 million in the aggregate. Any increase requires the agreement of the lenders providing the additional commitments, as outlined in the terms of the revolving credit agreement.

What financial covenant is included in Mondelēz International’s 364‑day credit agreement?

The agreement requires Mondelēz to maintain minimum shareholders’ equity of not less than $25.0 billion. This covenant excludes accumulated other comprehensive income or losses, certain accounting principle changes, and mark‑to‑market effects from pension and other retirement plan accounting.

How does Mondelēz International plan to use its new 364‑day revolving credit facility?

Mondelēz expects to use the 364‑day revolving credit facility for general corporate purposes, including working capital. The company also plans to use the facility to support its commercial paper program, providing flexibility for short‑term funding needs and liquidity management.

What prior credit agreement did Mondelēz International terminate when entering the new facility?

In connection with the new 364‑day revolving credit agreement, Mondelēz terminated its existing $1.5 billion 364‑day senior unsecured revolving credit agreement. That prior agreement was dated as of February 19, 2025, and has now been replaced by the newly executed facility.

How are interest rates determined under Mondelēz International’s new credit agreement?

Borrowings under the 364‑day revolving credit agreement bear interest at a variable annual rate based on SOFR or a base rate, at Mondelēz’s election. An additional applicable margin is added, which is determined by reference to the rating of Mondelēz’s long‑term senior unsecured debt.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 754.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 35.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.3 KB