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SCHEDULE 13D/A 0001104659-21-093087 0001579134 XXXXXXXX LIVE 12 Common Stock, Par Value $0.01 Per Share 04/23/2025 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 43.56 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 170,300,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of February 14, 2025, as set forth in the Annual Report on Form 10-K (the "Latest Disclosure"), filed by the Company with the United States Securities and Exchange Commission on February 27, 2025. 0001579134 N JAB Holdings B.V. OO N P7 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.56 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 170,300,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of February 14, 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 43.56 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 170,300,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of February 14, 2025, as set forth in the Latest Disclosure. 0001621428 N JAB Holding Company S.a r.l. OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.56 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 170,300,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of February 14, 2025, as set forth in the Latest Disclosure. 0001746867 N Joh. A. Benckiser S.a r.l. OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.56 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 170,300,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of February 14, 2025, as set forth in the Latest Disclosure. 0001579044 N Agnaten SE OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.56 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 170,300,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of February 14, 2025, as set forth in the Latest Disclosure. 0001394212 N Lucresca SE OO N N4 0.00 74190990.00 0.00 74190990.00 74190990.00 N 43.56 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 170,300,000 Shares issued and outstanding (as rounded to the nearest hundred thousand Shares in the Latest Disclosure) as of February 14, 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. 12 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 and Amendment No. 11 filed on August 13, 2024 (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 incorporated under the laws of Luxembourg, 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: Arrangements with Bernardo Hees On April 23, 2025, JAB Indulgence agreed to sell to Bernardo Hees 694,445 shares of common stock, par value $0.01 per share (the "Shares"), of Krispy Kreme, Inc. (the "Company") for an aggregate purchase price of $3,000,000, pursuant to a Stock Purchase Agreement by and between JAB Indulgence and Mr. Hees (the "Stock Purchase Agreement"). Also pursuant to the Stock Purchase Agreement, JAB Indulgence agreed to grant to Mr. Hees, who will provide consulting services to JAB Holdings B.V. with respect to its indirect interest in the Company, (i) an option to purchase 4,166,670 Shares currently held by JAB Indulgence (the "Matching Option") and (ii) a one-time incentive award in the form of restricted stock units with respect to 173,612 Shares (the "RSUs"). Each of the Matching Option (or a portion thereof) and the RSUs will vest on the fifth anniversary of the grant date, subject to certain terms and conditions to be included in an award agreement between JAB Indulgence and Mr. Hees, as more fully described in the Stock Purchase Agreement substantially in the form attached as Exhibit 8 to this Amendment No. 12. JAB Indulgence beneficially owns 74,190,990 Shares, which represents 43.56% of the issued and outstanding Shares as of February 14, 2025, as set forth in the Annual Report on Form 10-K (the "Latest Disclosure"), filed by the Company with the United States Securities and Exchange Commission (the "Commission") on February 27, 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 43.56% of the issued and outstanding Shares as of February 14, 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 set forth in Item 4, 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 Indulgence entered into the Stock Purchase Agreement with Mr. Hees, substantially in the form attached as Exhibit 8 to this Amendment No. 12, which is incorporated by reference into this Item 6. Exhibit No. 8: Stock Purchase Agreement, dated as of April 23, 2025, by and between JAB Indulgence B.V. and Bernardo Hees. JAB Indulgence B.V. /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 04/25/2025 /s/ Rafael Da Cunha Rafael Da Cunha, Managing Director 04/25/2025 JAB Holdings B.V. /s/ Frank Engelen Frank Engelen, Managing Director 04/25/2025 /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 04/25/2025 JAB Investments S.a r.l. /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Manager 04/25/2025 /s/ Jonathan Norman Jonathan Norman, Manager 04/25/2025 JAB Holding Company S.a r.l. /s/ Frank Engelen Frank Engelen, Manager 04/25/2025 /s/ Jonathan Norman Jonathan Norman, Manager 04/25/2025 Joh. A. Benckiser S.a r.l. /s/ Joachim Creus Joachim Creus, Managing Director 04/25/2025 /s/ Jonathan Norman Jonathan Norman, Managing Director 04/25/2025 Agnaten SE /s/ Joachim Creus Joachim Creus, Authorized Representative 04/25/2025 Lucresca SE /s/ Joachim Creus Joachim Creus, Authorized Representative 04/25/2025