JAB Holdings B.V. - Aug 10, 2024 Form 4 Insider Report for Krispy Kreme, Inc. (DNUT)

Role: 10%+ Owner
Signature: /s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V.
Stock symbol: DNUT
Transactions as of: Aug 10, 2024
Transactions value $: $90,037,049
Form type: 4
Date filed: 8/13/2024, 07:02 AM
Previous filing: Mar 18, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DNUT	Common Stock, par value $0.01 per share						74.9M	Aug 10, 2024	See footnotes.	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DNUT	Cash-Settled Total Return Swap	Purchase	$90M	+7.07M	+30.22%	$12.74	30.5M	Aug 10, 2024	Common Stock	7.07M		Direct	F2, F3, F6
transaction	DNUT	Cash-Settled Total Return Swap	Other		+6.5M	+27.12%		30.5M	Aug 12, 2024	Common Stock	6.5M		Direct	F4, F5, F6
transaction	DNUT	Cash-Settled Total Return Swap	Other		+2M	+7.03%		30.5M	Aug 12, 2024	Common Stock	2M		Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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	JAB Holdings B.V. entered into a long cash-settled total return equity swap (the "HSBC Long Swap") with HSBC Continental Europe ("HSBC"), providing for the establishment of long exposure with respect to a notional amount of Shares up to the number of Shares purchased by HSBC with an aggregate initial price not to exceed $100,000,000 (and not to exceed 8,000,000 Shares) (the "HSBC Subject Shares") in the aggregate that provides JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the HSBC Subject Shares. All balances will be exclusively cash settled. The HSBC Long Swap has a term of approximately three years, although JAB Holdings B.V. has the right to terminate and close out the HSBC Long Swap during certain specified earlier periods if it so chooses. As of the outside hedge date of August 10, 2024, long exposure had been established with respect to a notional amount of 7,069,936 Shares.
F3	The price reported in Column 8 reflects the reference price of the HSBC Subject Shares upon the establishment of the HSBC Long Swap position.
F4	As previously disclosed, JAB Holdings B.V. entered into long cash-settled total return equity swaps on December 1, 2021 (the "BNP Paribas First Long Swap") and February 24, 2022 (the "BNP Paribas Second Long Swap" and together, the "BNP Paribas Long Swaps") with BNP Paribas providing for the establishment of long exposure with respect to a notional amount of up to 8,500,000 Shares in the aggregate (the "BNP Paribas Subject Shares") that provide JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the BNP Paribas Subject Shares. All balances will be exclusively cash settled.
F5	On August 12, 2024, JAB Holdings B.V. and BNP Paribas agreed to extend the term of each of the BNP Paribas Long Swaps to December 1, 2027 for no additional consideration, although JAB Holdings B.V. has the right to terminate and close out the BNP Paribas Long Swaps during certain specified earlier periods if it so chooses. The extension resulted in a deemed cancellation of the existing BNP Paribas Long Swaps and a deemed entry into new BNP Paribas Long Swaps 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. All other material terms of the BNP Paribas Long Swaps remain materially unchanged and in full force and effect.
F6	The HSBC Long Swap and the BNP Paribas Long Swaps (together, the "Long Swaps") (but not the HSBC Subject Shares or BNP Paribas Subject Shares (together, the "Subject Shares") referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require HSBC or BNP Paribas, as applicable, 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.