Lucresca SE 4
4 · Krispy Kreme, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Krispy Kreme (DNUT) 10% Owner JAB Holdings Acquires 7.07M Derivative Shares
What Happened
- JAB Holdings B.V. (reported as a 10% owner) recorded an "other acquisition or disposition (J)" on 2026-06-12 reflecting acquisition of economic exposure to 7,069,936 Krispy Kreme shares via a derivative (a cash‑settled long total return equity swap). No per‑share price or cash purchase was reported (N/A), and the swap is cash settled rather than an actual transfer of voting stock.
Key Details
- Transaction date: June 12, 2026; Form 4 filed June 16, 2026 (filed after the typical two-business-day window for Form 4s).
- Reported amount: 7,069,936 shares of economic exposure (derivative), price listed as N/A.
- Shares owned after transaction: exposure reported as unchanged by the swap extension; the filing does not show direct beneficial ownership of additional voting shares.
- Notable footnotes:
- F2/F3: JAB entered a long cash‑settled total return swap with HSBC (originally Aug 11, 2023) and on June 12, 2026 extended the swap’s term to Aug 10, 2028 with no additional consideration; this extension was treated as a deemed cancellation and re-entry of the swap.
- F4: The swap is cash settled and does not confer voting, investment, or dispositive control over Krispy Kreme securities; JAB disclaims beneficial ownership except for pecuniary interest.
- F1: The reported Shares are held by JAB Indulgence B.V., a subsidiary; each reporting person disclaims beneficial ownership except to the extent of pecuniary interest.
- Regulatory note: the deemed cancellation/renewal of the swap is described as exempt from Sections 16(a) and 16(b) under applicable rules.
Context
- This is an institutional derivative position, not an executive buying or selling company stock. A cash‑settled total return swap gives economic exposure to price moves (gain/loss) but does not transfer voting rights or direct stock ownership. Such derivative activity signals economic exposure but not direct insider control or a typical insider buy/sell signal.
Insider Transaction Report
Form 4
JAB Holdings B.V.
10% Owner
Transactions
- OtherSwap
Cash-Settled Total Return Swap
[F2][F3][F4]2026-06-12+7,069,936→ 7,069,936 total→ Common Stock (7,069,936 underlying)
Holdings
- 74,190,990(indirect: See footnotes.)
Common Stock, par value $0.01 per share
[F1]
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.