Lucresca SE 4

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.