0001104659-25-059704.txt : 20250616 0001104659-25-059704.hdr.sgml : 20250616 20250616091703 ACCESSION NUMBER: 0001104659-25-059704 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250616 DATE AS OF CHANGE: 20250616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Krispy Kreme, Inc. CENTRAL INDEX KEY: 0001857154 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92688 FILM NUMBER: 251048713 BUSINESS ADDRESS: STREET 1: 2116 HAWKINS STREET CITY: CHARLOTTE STATE: NC ZIP: 28203 BUSINESS PHONE: (800) 457-4779 MAIL ADDRESS: STREET 1: 2116 HAWKINS STREET CITY: CHARLOTTE STATE: NC ZIP: 28203 FORMER COMPANY: FORMER CONFORMED NAME: Krispy Kreme Holdco, Inc. DATE OF NAME CHANGE: 20210426 FORMER COMPANY: FORMER CONFORMED NAME: Krispy Kreme Holdco Inc. DATE OF NAME CHANGE: 20210414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAB Holdings B.V. CENTRAL INDEX KEY: 0001579134 ORGANIZATION NAME: EIN: 980576234 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: PIET HEINKADE 55 CITY: AMSTERDAM STATE: P7 ZIP: NL 1019 GM BUSINESS PHONE: 31 202 355 000 MAIL ADDRESS: STREET 1: PIET HEINKADE 55 CITY: AMSTERDAM STATE: P7 ZIP: NL 1019 GM SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001104659-21-093087 0001579134 XXXXXXXX LIVE 13 Common Stock, Par Value $0.01 Per Share 06/12/2025 false 0001857154 50101L106 Krispy Kreme, Inc.

2116 HAWKINS STREET CHARLOTTE NC 28203

Joachim Creus 31-202-355-000 Piet Heinkade 55 Amsterdam P7 1019 GM 0001869810 N JAB Indulgence B.V. OO N P7 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.44 HC (1) This represents the aggregate voting and dispositive power of shares of common stock, par value $0.01 per share (the "Common Stock") (the shares of Common Stock, each a "Share" and, collectively, the "Shares"), of Krispy Kreme, Inc. (the "Company") that may be deemed to be beneficially owned by JAB Indulgence B.V. ("JAB Indulgence"). (2) The percentage ownership is based upon 170,800,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of May 2, 2025, as set forth in the Quarterly Report on Form 10-Q (the "Latest Disclosure"), filed by the Company with the United States Securities and Exchange Commission on May 8, 2025. 0001579134 N JAB Holdings B.V. OO N P7 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.44 HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Indulgence. JAB Holdings B.V. ("JAB Holdings") may be deemed to have beneficial ownership of the shares held by JAB Indulgence since JAB Indulgence is a direct subsidiary of JAB Holdings. Neither the filing of this Statement on Schedule 13D (this "Statement") nor any of its contents shall be deemed to constitute an admission by JAB Holdings that it is the beneficial owner of any of the Common Stock held by JAB Indulgence for purposes of Section 13(d) of the Exchange Act, or for any other purpose. (2) The percentage ownership is based upon 170,800,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of May 2, 2025, as set forth in the Latest Disclosure. 0001747036 N JAB Investments S.a r.l. OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.44 HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Indulgence. JAB Investments S.a r.l. ("JAB Investments") may be deemed to have beneficial ownership of such shares since JAB Indulgence is an indirect subsidiary of JAB Investments. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by JAB Investments that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose. (2) The percentage ownership is based upon 170,800,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of May 2, 2025, as set forth in the Latest Disclosure. Y JAB Holding Company S.a r.l. OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.44 HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Indulgence. JAB Holding Company S.a r.l. ("JAB Holding Company") may be deemed to have beneficial ownership of such shares since JAB Indulgence is an indirect subsidiary of JAB Holding Company. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by JAB Holding Company that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose. (2) The percentage ownership is based upon 170,800,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of May 2, 2025, as set forth in the Latest Disclosure. Y Joh. A. Benckiser S.a r.l. OO N P7 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.44 HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Indulgence. Joh. A. Benckiser S.a r.l.. ("Joh. A. Benckiser") may be deemed to have beneficial ownership of such shares since JAB Indulgence is an indirect subsidiary of Joh. A. Benckiser. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by Joh. A. Benckiser that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose. (2) The percentage ownership is based upon 170,800,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of May 2, 2025, as set forth in the Latest Disclosure. Y Agnaten SE OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.44 HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Indulgence. Agnaten SE ("Agnaten") may be deemed to have beneficial ownership of such shares since JAB Indulgence is an indirect subsidiary of Agnaten. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by Agnaten that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose. (2) The percentage ownership is based upon 170,800,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of May 2, 2025, as set forth in the Latest Disclosure. Y Lucresca SE OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.44 HC (1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB Indulgence. Lucresca SE ("Lucresca") may be deemed to have beneficial ownership of such shares since JAB Indulgence is an indirect subsidiary of Lucresca. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by Lucresca that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose. (2) The percentage ownership is based upon 170,800,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of May 2, 2025, as set forth in the Latest Disclosure. Common Stock, Par Value $0.01 Per Share Krispy Kreme, Inc. 2116 HAWKINS STREET CHARLOTTE NC 28203 This Amendment No. 13 amends and supplements the prior statement on Schedule 13D as filed on July 16, 2021, as amended by Amendment No. 1 filed on August 31, 2021, Amendment No. 2 filed on September 13, 2021, Amendment No. 3 filed on November 29, 2021, Amendment No. 4 filed on December 2, 2021, Amendment No. 5 filed on February 25, 2022, Amendment No. 6 filed on March 18, 2022, Amendment No. 7 filed on August 17, 2022, Amendment No. 8 filed on March 1, 2023, Amendment No. 9 filed on August 11, 2023, Amendment No. 10 filed on November 22, 2023, Amendment No. 11 filed on August 13, 2024 and Amendment No. 12 filed on April 25, 2025 (as so amended, the "Schedule 13D"), by (i) JAB Indulgence B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ("JAB Indulgence"), (ii) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of JAB Indulgence ("JAB Holdings"), (iii) JAB Investments S.a r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings ("JAB Investments"), (iv) JAB Holding Company S.a r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Investments ("JAB Holding Company"), (v) Joh. A. Benckiser S.a r.l., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is a parent company of JAB Holding Company ("Joh. A. Benckiser"), (vi) Agnaten SE, a private company incorporated under the laws of Luxembourg, which is a parent company of Joh. A. Benckiser ("Agnaten"), and (vii) Lucresca SE, a private company incorporated under the laws of Luxembourg, which is a parent company of Joh. A. Benckiser ("Lucresca," and together with JAB Indulgence, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser and Agnaten, the "Reporting Persons"). Except as set forth herein, all items remain as previously reported in the Schedule 13D. Item 4 is hereby amended and supplemented as follows: Extension of Long Swap Arrangement As previously disclosed in Amendment No. 7 to this Schedule 13D, JAB Holdings and BNP Paribas entered into a long cash-settled total return equity swap on August 17, 2022 (the "Long Swap") for establishment of long exposure with respect to a notional amount of shares of common stock, par value $0.01 per share (the "Shares"), of Krispy Kreme, Inc. (the "Company") of 8,000,000 Shares. On June 12, 2025, JAB Holdings and BNP Paribas agreed to extend the term of the Long Swap to August 18, 2027. All other material terms of the Long Swap remain materially unchanged and in full force and effect. JAB Indulgence beneficially owns 74,190,990 Shares, which represents 43.44% of the issued and outstanding Shares as of May 2, 2025, as set forth in the Quarterly Report on Form 10-Q (the "Latest Disclosure"), filed by the Company with the United States Securities and Exchange Commission (the "Commission") on May 8, 2025. Each other Reporting Person may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share the power to vote or dispose, or to direct the voting or disposition of, the 74,190,990 Shares beneficially owned by JAB Indulgence. Therefore, for the purpose of Rule 13d-3, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed to be the beneficial owners of an aggregate of 74,190,990 Shares, which represents 43.44% of the issued and outstanding Shares as of May 2, 2025, as set forth in the Latest Disclosure. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto beneficially owns any Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares. Except as reported in Amendment No. 12, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, has effected any transactions in the Shares during the past 60 days. None of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto or any other person, and no other person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company reported herein. Not applicable. As described in Item 4 above, JAB Holdings entered into an amendment to the Long Swap. JAB Indulgence B.V. /s/ Sebastiaan Wolvers 06/13/2025 /s/ Rafael Da Cunha 06/13/2025 JAB Holdings B.V. /s/ Frank Engelen 06/13/2025 /s/ Sebastiaan Wolvers 06/13/2025 JAB Investments S.a r.l. /s/ Sebastiaan Wolvers 06/13/2025 /s/ Jonathan Norman 06/13/2025 JAB Holding Company S.a r.l. /s/ Frank Engelen 06/13/2025 /s/ Jonathan Norman 06/13/2025 Joh. A. Benckiser S.a r.l. /s/ Joachim Creus 06/13/2025 /s/ Jonathan Norman 06/13/2025 Agnaten SE /s/ Joachim Creus 06/13/2025 Lucresca SE /s/ Joachim Creus 06/13/2025