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What changed in Krispy Kreme, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Krispy Kreme, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+418 added−353 removedSource: 10-K (2026-03-06) vs 10-K (2025-02-27)

Top changes in Krispy Kreme, Inc.'s 2025 10-K

418 paragraphs added · 353 removed · 265 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

151 edited+88 added−39 removed63 unchanged
Biggest changeSuch strategic endeavors come with inherent risks, including but not limited to: • The challenges, delays, and costs associated with integrating acquired Krispy Kreme franchised shops, Points of Access, and strategic partnerships into our existing structure, including potential failure to achieve anticipated synergies or retain key staff; • Diverting management focus from everyday operations or other important initiatives to effectively implement our growth strategy; • The risk of not achieving expected revenue, profit, or cash flow from acquisitions (including newly acquired Krispy Kreme franchised shops), full or partial divestitures (including in connection with refranchising certain international equity markets), investments or other strategic transactions; • The potential to inherit significant contingent or unforeseen liabilities through acquisitions or other strategic dealings; and • The risk of significant value depreciation in our investments, possibly leading to goodwill impairment charges for acquired entities.
Biggest changeThe success of these endeavors is dependent upon many factors, such as the availability of sellers and buyers, the availability of financing, the ability to negotiate transactions on terms deemed acceptable and the ability to successfully transition and integrate shop operations. 20 Table of Contents In addition, such strategic endeavors come with inherent risks, including but not limited to: • The challenges, delays, and costs associated with integrating acquired Krispy Kreme franchised shops, Points of Access, and strategic partnerships into our existing structure, including potential failure to achieve expected cost savings and operating efficiencies or to retain key personnel; • Diverting management focus from everyday operations or other important initiatives to effectively implement our growth strategy; • Not achieving expected benefits, including revenue, profit, or cash flow, from acquisitions (including newly acquired Krispy Kreme franchised shops), full or partial divestitures (including in connection with refranchising transactions), investments or other strategic transactions; • Risks related to divestitures, such as challenges transitioning a divested business to a new owner or failing to select a high-quality, long-term partner that will adhere to any franchise and development agreements and meet growth expectations for development of new shops in their region; • The potential to inherit significant contingent or unforeseen liabilities through acquisitions or other strategic dealings; and • The risk of significant value depreciation in our investments, which has in the past and could in the future lead to goodwill impairment charges for acquired entities or loss upon divestiture.
Concerns regarding virus transmission have prompted employees and guests to avoid congregating in public places, leading to adverse effects on guest traffic at our locations and the ability to adequately staff our shops. The COVID-19 pandemic has triggered changes in consumer behaviors, some of which have endured and may continue to evolve even though the pandemic has subsided.
Concerns regarding virus transmission have prompted employees and guests to avoid congregating in public places, leading to adverse effects on guest traffic at our locations and the ability to adequately staff our shops. The COVID-19 pandemic triggered changes in consumer behaviors, some of which have endured and may continue to evolve even though the pandemic has subsided.
Any disruption in the supply chain of glaze flavoring could have adverse consequences on our ability to produce and deliver our signature products, including the hot Original Glazed doughnut, to our consumers in a timely and competitive manner. Such interruptions could also impact our operational performance.
Any disruption in the supply chain of glaze flavoring could have adverse consequences on our ability to produce and deliver our signature products, including the Original Glazed doughnut, to our consumers in a timely and competitive manner. Such interruptions could also impact our operational performance.
Consumers may be less willing to pay a price differential for our branded products and may increasingly purchase lower-priced offerings, or may forego some purchases altogether, during an economic downturn or times of increased inflationary pressure.
Consumers may be less willing to pay a price differential for our branded products and may increasingly purchase lower-priced offerings, or may forego some purchases altogether, including during an economic downturn or times of increased inflationary pressure.
Regardless of the merits of such lawsuits or our ultimate liability or settlement outcomes, legal proceedings can be costly to defend, divert management attention away from our core operations, and potentially impact our financial performance.
Regardless of the merits of such lawsuits or our ultimate liability or settlement outcomes, legal proceedings can be costly to defend, divert management attention away from our operations, and potentially impact our financial performance.
If we fail to compete effectively, our ability to sustain or grow our revenues and profits, as well as to capitalize on the expected growth through our omni-channel model, could be compromised which could have a material adverse effect on our business, financial condition, results of operations, and future prospects. 19 Table of Contents If we cannot keep pace with technological changes impacting our industry, we may be unable to compete effectively, and our results of operations could be negatively affected.
If we fail to compete effectively, our ability to sustain or grow our revenues and profits, as well as to capitalize on the expected growth through our omni-channel model, could be compromised which could have a material adverse effect on our business, financial condition, results of operations, and future prospects. 23 Table of Contents If we cannot keep pace with technological changes impacting our industry, we may be unable to compete effectively, and our results of operations could be negatively affected.
Moreover, we cannot predict consumer or team member acceptance of these developing technologies (e.g. automation, artificial intelligence, and new delivery channels) or their impact on our business, nor can we be certain of our ability to implement such technologies, any of which could result in loss of sales, dissatisfaction from our customers and employees, or negative publicity that could adversely affect our reputation and financial results.
Moreover, we cannot predict consumer or team member acceptance of these developing technologies (e.g., automation, artificial intelligence, and new delivery channels) or their impact on our business, nor can we be certain of our ability to implement such technologies, any of which could result in loss of sales, dissatisfaction from our consumers and employees, or negative publicity that could adversely affect our reputation and financial results.
Moreover, our dependency on third-party delivery services and third-party Points of Access heightens the risk of these food safety issues. While we oversee some of these third parties’ operations, the quality and service they provide could be compromised by various factors, including factors that are beyond our control or are unforeseeable, making it challenging to identify contamination or other defects.
Moreover, our dependence on third-party delivery services and third-party Points of Access heightens the risk of these food safety issues. While we oversee some of these third parties’ operations, the quality and service they provide could be compromised by various factors, including factors that are beyond our control or are unforeseeable, making it challenging to identify contamination or other defects.
Moreover, JAB wields substantial voting power over shares of our common stock eligible to vote in director elections and other shareholder votes through its affiliate, potentially influencing outcomes significantly. Additionally, our certificate of incorporation grants our Board of Directors the authority to issue preferred stock at their discretion, without the need for shareholder approval.
Moreover, JAB wields substantial voting power over shares of our common stock eligible to vote in director elections and other shareholder votes through its affiliate, potentially influencing outcomes significantly. Additionally, our certificate of incorporation grants our Board of Directors the authority to issue preferred stock at its discretion, without the need for stockholder approval.
Although JAB must adhere to relevant U.S. securities laws governing the trading of our securities while in possession of material non-public information, it will still have a more comprehensive understanding of our business and financial condition than individual shareholders for as long as its information rights persist under the Investor Rights Agreement.
Although JAB must adhere to relevant U.S. securities laws governing the trading of our securities while in possession of material non-public information, it will still have a more comprehensive understanding of our business and financial condition than individual stockholders for as long as its information rights persist under the Investor Rights Agreement.
Risks Related to Crises, Catastrophic Events, and Business Continuity • Public health outbreaks, epidemics, or pandemics have disrupted and may in the future disrupt, our business, and could have a material adverse effect on our business, financial condition, and results of operations. • Adverse weather conditions, natural disasters, war or terrorist attacks, pandemics, or other catastrophic events could adversely affect our business.
Risks Related to Crises, Catastrophic Events, and Business Continuity • Public health outbreaks, epidemics, or pandemics have disrupted and may in the future disrupt, our business, and could have a material adverse effect on our business, financial condition, and results of operations. • Adverse weather conditions, natural disasters, war or terrorist attacks, pandemics, or other catastrophic events could have a material adverse effect on our business.
Among our essential ingredients, three stand out in significance: flour, shortening, and sugar. Furthermore, we procure a significant quantity of gasoline for our delivery vehicle fleet serving our DFD business, as well as significant amounts of packaging materials, including our boxes for dozens, half-dozens, and three-packs of doughnuts.
Among our essential ingredients, three stand out in significance: flour, shortening, and sugar. Furthermore, we procure a significant quantity of gasoline for our delivery vehicle fleet serving our fresh delivery business, as well as significant amounts of packaging materials, including our boxes for dozens, half-dozens, and three-packs of doughnuts.
Given that one of our core competitive advantages lies in the taste and quality of our doughnuts and indulgent products, adverse publicity or regulations related to food quality or similar concerns have a more pronounced impact on our business compared to food service businesses that primarily compete on other factors.
Given that one of our core competitive advantages lies in the taste and quality of our doughnuts, adverse publicity or regulations related to food quality or similar concerns have a more pronounced impact on our business compared to food service businesses that primarily compete on other factors.
If our disaster recovery and business continuity plans do not resolve disruptions caused by these unforeseen events in an effective and timely manner, they could result in prolonged interruptions in our operations and could have an adverse effect on our sales, business, financial condition, and results of operations.
If our disaster recovery and business continuity plans do not resolve disruptions caused by these unforeseen events in an effective and timely manner, they could result in prolonged interruptions in our operations and could have a material adverse effect on our sales, business, financial condition, and results of operations.
Health epidemics or pandemics can have detrimental effects on consumer spending, confidence levels, supply chain availability, and associated costs within the markets where we and our franchisees operate. These factors can collectively influence our business, financial standing, and operational results.
Health epidemics or pandemics can have detrimental effects on consumer spending, confidence levels, supply chain availability, and associated costs within the markets where we and our franchisees operate. These factors can collectively influence our business, financial condition, and operational results.
A notable instance of this was the global spread of the COVID-19 epidemic in recent years, which disrupted global health, economic conditions, consumer behaviors, and food service operations. While we have implemented measures to address significant public health risks on a large scale, we acknowledge the potential for future outbreaks to impact our shops and other facilities.
A notable instance of this was the global spread of the COVID-19 epidemic in recent years, which disrupted global health, economic conditions, consumer behaviors, and food service operations. 33 Table of Contents While we have implemented measures to address significant public health risks on a large scale, we acknowledge the potential for future outbreaks to impact our shops and other facilities.
The concentration of voting power could also impact shareholders by limiting the opportunity to receive a premium for their common stock shares in the event of a sale of the Company, which, in turn, may affect the market price of our common stock.
The concentration of voting power could also impact stockholders by limiting the opportunity to receive a premium for their common stock shares in the event of a sale of the Company, which, in turn, may affect the market price of our common stock.
As a food service business, we face potential adverse impacts stemming from litigation, regulatory actions, and consumer or government complaints related to food quality, illness, injuries, health concerns, or operational issues. These concerns may arise from individual shops or a limited number of shops, including those operated by our franchisees.
As a food service business, we face potential adverse impacts stemming from litigation, regulatory actions, and consumer or government complaints related to food or occupational safety, food quality, illness, injuries, health concerns, environmental, or operational issues. These concerns may arise from individual shops or a limited number of shops, including those operated by our franchisees.
Notably, plaintiffs often seek substantial or undetermined amounts in damages, and lawsuits inherently carry uncertainties, some of which are beyond our control. 24 Table of Contents We manage and mitigate certain legal risks through policies, terms of use, arbitration agreements, limitations of liability, venue selection, choice-of-law, and indemnification requirements.
Notably, plaintiffs often seek substantial or undetermined amounts in damages, and lawsuits inherently carry uncertainties, some of which are beyond our control. We manage and mitigate certain legal risks through policies, terms of use, arbitration agreements, limitations of liability, venue selection, choice-of-law, and indemnification requirements.
As a result, there is a possibility that the market price of our common stock could decline, or shareholders may not receive a premium above the prevailing market price in the event of a change in control.
As a result, there is a possibility that the market price of our common stock could decline, or stockholders may not receive a premium above the prevailing market price in the event of a change in control.
Such scenarios could lead to a marked decline in Krispy Kreme-branded sales, adversely affecting our revenue and profitability. Our DFD business channels depend on key customers and are subject to risks if such key customers reduce their purchases or terminate their relationships with us.
Such scenarios could lead to a marked decline in Krispy Kreme-branded sales, adversely affecting our revenue and profitability. Our fresh delivery business channels depend on key customers and are subject to risks if such key customers reduce their purchases or terminate their relationships with us.
Our business may be adversely affected by litigation, regulation and publicity concerning food quality, health, and other issues, which could negatively affect public policy and consumer preferences toward our products.
Our business may be adversely affected by litigation, regulation and publicity concerning food or occupational safety, quality, health, and other issues, which could negatively affect public policy and consumer preferences toward our products.
Summary Risk Factors Risks Related to Food Safety and Consumer Preferences • Our business may be adversely affected by food safety issues, including food-borne illnesses, tampering, contamination, or cross-contamination. • Changes in consumer preferences and demographic trends, including in response to unfavorable economic conditions, could negatively impact our business.
Summary Risk Factors Risks Related to Food Safety and Consumer Preferences • Our business may be adversely affected by food safety issues, including food-borne illnesses, tampering, contamination, or cross-contamination. • Changes in consumer preferences and demographic trends could negatively impact our business.
A considerable portion of our revenue comes from sales to retail customers via our DFD channels, which necessitate a substantial infrastructure with notable fixed and semi-fixed costs.
A considerable portion of our revenue comes from sales to retail customers via our fresh delivery channels, which necessitate a substantial infrastructure with notable fixed and semi-fixed costs.
However, future developments, some of which may be beyond our control, could potentially strain these relationships with both existing and new franchisees. Should our franchisees fail to operate successfully or adhere to our standards and requirements, it could substantially harm the image and reputation of both individual franchisees and our overall brand.
Currently, we maintain generally positive relationships with our franchisees. However, future developments, some of which may be beyond our control, could potentially strain relationships with both existing and new franchisees. Should our franchisees fail to operate successfully or adhere to our standards and requirements, it could substantially harm the image and reputation of both individual franchisees and our overall brand.
In our global operations, we serve a number of large retail customers, yet no single customer contributed to more than 10% of our total revenue in the fiscal years ending December 29, 2024, December 31, 2023, or January 1, 2023.
In our global operations, we serve a number of large retail customers, yet no single customer contributed more than 10% of our total revenue in the fiscal years ending December 28, 2025, December 29, 2024, or December 31, 2023.
Adverse weather conditions, natural disasters, war or terrorist attacks, pandemics, or other catastrophic events could have an adverse effect on our business.
Adverse weather conditions, natural disasters, war or terrorist attacks, pandemics, or other catastrophic events could have a material adverse effect on our business.
Our reliance on a single vendor for nearly all distribution of materials and supplies in the U.S. and Canada poses risks to our and our franchisees’ ability to make doughnuts if the vendor fails to provide these materials and supplies in accordance with our agreement.
Our reliance on a single vendor for nearly all distribution of materials and supplies in the U.S. and Canada poses risks to our and our franchisees’ ability to make doughnuts if the vendor fails to provide these materials and supplies for any reason.
For further information regarding the 2024 Cybersecurity Incident (defined below), see “Cybersecurity” in Item 1C of Part I of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7 of Part II of this Annual Report on Form 10-K. 15 Table of Contents Adapting to evolving consumer expectations and technological advancements is crucial.
For further information regarding the 2024 Cybersecurity Incident (defined below), see “Cybersecurity” in Item 1C of Part I of this Annual Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7 of Part II of this Annual Report. Adapting to evolving consumer expectations and technological advancements is crucial.
Our past and future strategic transactions may not yield the anticipated benefits, and could negatively impact our reputation and have a material adverse effect on our business, financial condition, and results of operations. Our franchisees may affect our operating results and reputation.
Our past strategic transactions have not always yielded, and future strategic transactions may not yield, the anticipated benefits, and could negatively impact our reputation and have a material adverse effect on our business, financial condition, and results of operations.
Any interruption in supply could impair our ability to make and deliver our signature products, adversely affecting our business, financial condition, and results of operations. • Our reliance on a single vendor for nearly all distribution of materials and supplies in the U.S. and Canada poses risks to our and our franchisees’ ability to make doughnuts if the vendor fails to provide these materials and supplies in accordance with our agreement. • Our profitability is sensitive to changes in the cost of raw materials and other commodities and we may not be able to increase prices to fully offset inflationary pressures on costs, which may adversely affect us.
Any interruption in supply could impair our ability to make and deliver our signature products, adversely affecting our business, financial condition, and results of operations. • Our reliance on a single vendor for nearly all distribution of materials and supplies in the U.S. and Canada poses risks to our and our franchisees’ ability to make doughnuts. • Our profitability is sensitive to changes in the cost of commodities and we may not be able to increase prices to fully offset inflationary pressures on costs, which may adversely affect our financial condition or results of operations.
Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations, cash flows, or stock price.
The risks discussed below are not the only risks we face. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations, cash flows, or stock price.
Public shareholders interested in participating in such transactions may find it difficult to do so, even if the deal would be beneficial for shareholders.
Public stockholders interested in participating in such transactions may find it difficult to do so, even if the transaction would be beneficial for stockholders.
Risks Related to Crises, Catastrophic Events, and Business Continuity Public health outbreaks, epidemics, or pandemics have disrupted and may in the future disrupt, our business, and could have a material adverse effect on our business, financial condition, and results of operations.
Any of these outcomes could have a negative impact on our business, reputation, financial condition, and operational results. Risks Related to Crises, Catastrophic Events, and Business Continuity Public health outbreaks, epidemics, or pandemics have disrupted and may in the future disrupt, our business, and could have a material adverse effect on our business, financial condition, and results of operations.
For further information regarding the 2024 Cybersecurity Incident, see “Cybersecurity” in Item 1C of Part I of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7 of Part II of this Annual Report on Form 10-K.
For more information regarding the 2024 Cybersecurity Incident, see “Cybersecurity” in Item 1C of Part I of this Annual Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7 of Part II of this Annual Report.
Given the recent changes to streamline our management structure, the departure of any key person could have a significant impact and would be potentially disruptive to our business until such time as a suitable replacement is hired.
Given our streamlined management structure, the departure of any key person could have a significant impact and would be potentially disruptive to our business until such time as a suitable replacement is identified.
Any failure to remediate the identified material weakness, or develop or maintain effective internal control over financial reporting and disclosure controls, or any difficulties encountered in their implementation or improvement, could result in a restatement of our consolidated financial statements for prior periods, cause us to fail to meet our financial and other reporting obligations, result in an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm, or lead to investigations or sanctions by regulatory authorities or other potential claims or litigation.
Any deficiency in our internal control over financial reporting and disclosure controls and procedures, or any difficulties encountered in their implementation or improvement, could result in a restatement of our consolidated financial statements for prior periods, cause us to fail to meet our financial and other reporting obligations, result in an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm, or lead to investigations or sanctions by regulatory authorities or other potential claims or litigation.
Factors such as fuel price increases, labor strikes, organized labor activities, adverse weather conditions, and various unforeseen variables may hinder our provider’s capacity to meet our logistical requirements. If we encounter difficulties in sourcing alternative logistical providers, our costs may experience significant escalation.
Factors such as fuel price increases, labor strikes, organized labor activities, adverse weather conditions, and various unforeseen variables may hinder our provider’s capacity to meet our logistical requirements. If we encounter difficulties in sourcing alternative logistical providers, our costs may experience significant escalation. Additionally, we rely on independent service providers for payment processing.
In addition, there is a possibility that our DFD customers might reallocate their shelf space or menu offering, currently occupied by our products, to other items, possibly including private label goods.
In addition, there is a possibility that customers receiving fresh delivery might reallocate their shelf space or menu offerings, currently occupied by our products, to other items, possibly including private label goods.
These stem from various factors, including the expansion of Points of Access, enhancement of manufacturing capabilities, usage of information technology and logistics systems, and adjustments in our corporate structure and workforce. 20 Table of Contents The success of this expansion is contingent upon our ability to effectively leverage and realize certain objectives.
These stem from various factors, including the expansion of Points of Access, requirements to enhance manufacturing capabilities and regulatory compliance, usage of information technology and logistics systems, and adjustments in our corporate structure and workforce. The success of this expansion is contingent upon our ability to effectively leverage and realize certain objectives.
Addressing a security breach requires substantial financial and operational resources, including remediation of security vulnerabilities, legal defense, and compliance with notification obligations. Such efforts divert management attention and resources away from our business activities, adversely affecting our business operations, financial condition, and results.
Insurers might also deny claims for cybersecurity incidents. Addressing a security breach requires substantial financial and operational resources, including remediation of security vulnerabilities, legal defense, and compliance with notification obligations. Such efforts divert management attention and resources away from our business activities, adversely affecting our business operations, financial condition, and results.
Failure to effectively maintain, enhance, and grow our brand image could have a material adverse effect on our business operations, financial health, and overall performance. Our success depends on our ability to compete with many food service businesses. We operate in a highly competitive food service landscape.
Failure to effectively maintain our brand image could have a material adverse effect on our business, financial condition, and results of operations. Our success depends on our ability to compete with many food service businesses. We operate in a highly competitive food service landscape.
Risks Related to Our Human Capital • An inability to recruit and retain personnel could have a material adverse effect on our operations. • Changes in the availability or cost of labor could adversely affect us.
Risks Related to Our Human Capital • An inability to recruit and retain personnel could have a material adverse effect on our operations. • Changes in the cost of labor could adversely affect our business, financial condition, and results of operations.
We have identified a material weakness in our internal control over financial reporting.
We identified a material weakness in our internal control over financial reporting in fiscal 2025.
This flexibility extends to the issuance of authorized but unissued shares of our common stock. These provisions can complicate and protract the process of replacing incumbent directors.
This flexibility extends to the issuance of authorized but unissued shares of our common stock. These provisions can complicate and protract the process of replacing incumbent directors and could dilute voting and other rights of holders of our common stock.
These measures collectively serve as deterrents, potentially making it costly and challenging for a third party to initiate a tender offer, execute a change in control, or attempt a takeover that faces opposition from JAB, our management, or our Board of Directors.
These measures may make it costly and challenging for a third party to initiate a tender offer, execute a change in control, or attempt a takeover that faces opposition from JAB, our management, or our Board of Directors.
We serve as the exclusive supplier of doughnut mixes to numerous domestic and international Krispy Kreme shops. In support of international markets, we produce a concentrate that is mixed with commodity ingredients in local markets to get to a finished doughnut mix. We serve as the exclusive supplier of such mix concentrate.
In support of international markets, we produce a concentrate that is mixed with commodity ingredients in local markets to get to a finished doughnut mix. We serve as the exclusive supplier of such mix concentrate.
Our company operates a substantial portion of its business outside the U.S. As of December 29, 2024, there were 7,540 Krispy Kreme Points of Access internationally, excluding Doughnut Factories. This accounts for 43% of the total number of our Points of Access. Among these, 2,372 are managed by franchisees.
Our company operates a substantial portion of its business outside the U.S. As of December 28, 2025, there were 7,656 Krispy Kreme Points of Access internationally, excluding Doughnut Factories. This accounts for 50% of the total number of our Points of Access. Among these, 2,834 are managed by franchisees.
A breach or perceived breach in our or our third-party providers’ information technology systems could severely interrupt our operations, negatively affect our business, financial standing, and operational results, and harm our reputation and brand credibility among consumers and business partners.
Any interruption, such as those caused by a breach, in our or our third-party providers’ information technology systems could severely interrupt our operations, negatively affect our business, financial standing, and operational results, and harm our reputation and brand credibility among consumers and business partners.
If we encounter difficulties in recruiting, retaining, and motivating Krispy Kremers to support our projected growth and strategic initiatives, it could have a material adverse effect on our overall operations. Changes in the availability or cost of labor could adversely affect our business, financial condition, and results of operations.
Any of these consequences could adversely affect our business, operating results and financial condition. If we encounter difficulties in recruiting, retaining, and motivating Krispy Kremers to support our projected growth and strategic initiatives, it could have a material adverse effect on our overall operations.
In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
In addition, in the future, controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
Unforeseen events such as severe adverse weather conditions, earthquakes, hurricanes, tornadoes, flooding, and other natural disasters, wars or terrorist attacks, pandemics, or other catastrophic events, as well as the actions taken in response to these unforeseen events could affect guest traffic at our Company-owned and franchisee-operated shops.
Unforeseen events such as severe adverse weather conditions, earthquakes, hurricanes, tornadoes, flooding, and other natural disasters, wars or terrorist attacks, pandemics, or other catastrophic events, as well as the actions taken in response to these unforeseen events, could affect guest traffic at our Company-owned and franchisee-operated shops or in more extreme scenarios, could result in the closure of shops, factories, or a mix or equipment manufacturing plant.
Risks Related to Ownership of our Common Stock • Certain provisions of Delaware Law, our certificate of incorporation, and our bylaws and the Investors’ Rights Agreement with JAB Holdings B.V.
Risks Related to Ownership of our Common Stock Certain provisions of Delaware Law, our certificate of incorporation, our bylaws, and the ownership of approximately 43% of our common stock by JAB Holdings B.V.
Any interruption, delay, or flaw in developing and implementing such advancements, or misjudging the costs and revenue potential of these initiatives, can hamper our essential business functions. This could negatively impact our reputation, competitive edge, operational results, and financial health. We strive to keep our systems updated. However, maintenance of our information technology systems can interrupt access to our systems.
Any interruption, delay, or flaw in developing and implementing such advancements, or misjudging the costs and revenue potential of these initiatives, can hamper our essential business functions. This could negatively impact our reputation, competitive edge, operational results, and financial health.
These risks include, but are not limited to: • Exposure to recessionary or growth trends in global markets, impacting consumer spending and market stability; • Ongoing reforms in areas like public health, food safety, tariffs, taxation, sustainability, and climate change response leading to regulatory uncertainties and potential spikes in compliance costs; • Challenges in adhering to international food safety regulations and maintaining high standards of product quality and safety; • Navigating varying import and business licensing requirements across countries; • Constraints in fund repatriation and foreign currency exchange, influenced by U.S. and international laws; • Difficulties in managing and staffing international operations, supply chain logistics, and ensuring consistent product quality and service; • Risks associated with franchisee disputes, operational failures, development delays, or site selection issues; • Complexities and costs arising from local labor laws in hiring, retaining, or terminating staff; • Facing strong competition in new markets with established local players; • Political unrest, disputes or war, or labor unrest impacting countries in which we or our franchisees operate; and • Potential increase in anti-American sentiment affecting brand image, as Krispy Kreme is widely recognized as an American brand.
These risks include, but are not limited to: • Laws, regulations and policies adopted by foreign or U.S. governmental authorities to manage national economic conditions, such as increases in taxes, austerity measures that impact consumer spending, monetary policies that may impact inflation rates and currency fluctuations; • The effects of legal and regulatory changes and the burdens and costs of our compliance with a variety of foreign laws; • Changes in the laws and policies that govern foreign investment and trade in and among the countries in which we operate, including trade disputes, restrictive actions of foreign or U.S. governmental authorities affecting trade or foreign investment, potential imposition of or increase in tariffs, import restrictions or controls or similar trade policies; • Exposure to recessionary or growth trends in global markets, impacting consumer spending and market stability; • Ongoing reforms in areas like public health, food safety, tariffs, taxation, sustainability, and climate change response leading to regulatory uncertainties and potential spikes in compliance costs; • Challenges in adhering to international food safety regulations and maintaining high standards of product quality and safety; • Navigating varying import and business licensing requirements across countries; 26 Table of Contents • Constraints in fund repatriation and foreign currency exchange, influenced by U.S. and international laws; • Difficulties in managing and staffing international operations, supply chain logistics, and ensuring consistent product quality and service; • Risks associated with franchisee disputes, operational failures, development delays, or site selection issues; • Complexities and costs arising from local labor laws in hiring, retaining, or terminating staff; • Facing strong competition in new markets with established local players; • Political events and instability, conflicts, disputes or war, or labor unrest impacting countries in which we or our franchisees operate; and • Potential increase in anti-American sentiment affecting brand image, as Krispy Kreme is widely recognized as an American brand.
Recent years have seen the introduction of new Responsibility disclosure requirements in various jurisdictions. The evolving nature and complexity of these rules and regulations, together with evolving stakeholder expectations, render compliance more challenging and uncertain. Moreover, we have and in the future may establish certain commitments, targets, or goals related to Responsibility matters.
The evolving nature and complexity of these rules and regulations, together with evolving stakeholder expectations, render compliance more challenging and uncertain. 32 Table of Contents Moreover, we have and in the future may establish certain commitments, targets, or goals related to Responsibility matters.
We periodically assess and may engage in mergers, acquisitions, full or partial divestitures, joint ventures, strategic partnerships, minority investments, or other strategic initiatives to execute on our growth strategy. We make these decisions based on individual circumstances.
We may not realize the anticipated benefits from past or potential future acquisitions, divestitures (including refranchising), investments, or other strategic transactions. We periodically assess and may engage in mergers, acquisitions, full or partial divestitures (including refranchising), joint ventures, strategic partnerships, minority investments, or other strategic initiatives to execute our growth strategy. We make these decisions based on individual circumstances.
These lawsuits may allege, among other things, the failure to disclose health risks associated with high-fat foods and marketing practices that encourage obesity.
These lawsuits may allege, among other things, the failure to disclose health risks associated with high-fat foods and marketing practices that encourage obesity or may challenge a company’s classification of its ingredients or products.
For example, during the fourth quarter of fiscal 2024, unauthorized activity on a portion of our information technology systems resulted in the Company experiencing certain operational disruptions, including with online ordering in parts of the U.S., which materially affected the Company’s business operations.
For example, during fiscal 2024, unauthorized activity on a portion of our information technology systems resulted in the Company experiencing certain operational disruptions, which materially affected the Company’s business operations and results of operations.
Furthermore, significant incidents involving unauthorized access to, theft, exposure, alteration, or misuse of consumer, employee, or proprietary data, such as the 2024 Cybersecurity Incident, may lead to legal actions, regulatory investigations, and non-compliance penalties, which could disrupt our operations, tarnish our reputation, and have a material adverse effect on our business, results of operations, and financial condition.
Furthermore, significant incidents involving unauthorized access to, theft, exposure, alteration, or misuse of consumer, employee, or proprietary data, such as the 2024 Cybersecurity Incident, may lead to legal actions, regulatory investigations, and non-compliance penalties, which could disrupt our operations, tarnish our reputation, and have a material adverse effect on our business, results of operations, and financial condition. 18 Table of Contents Our cybersecurity insurance may not fully cover the consequences of potential future security breaches or cybersecurity incidents, and future coverage may not be available at reasonable costs or at all.
Risks Related to Regulation, Litigation and Our Intellectual Property • We may be subject to litigation that could adversely affect us by increasing our expenses, diverting management attention, or subjecting us to significant monetary damages and other remedies. • Our business may be adversely affected by litigation, regulation and publicity concerning food quality, health, and other issues, which could negatively affect public policy and consumer preferences toward our products. • Our ability to develop new franchised shops and to enforce contractual rights against franchisees may be adversely affected by laws and regulations governing our status as a franchisor, which could cause franchise revenues to decline. • Healthcare legislation and other potential employment legislation could adversely affect our business, financial condition, and results of operations. • Our annual effective income tax rate can change materially as a result of changes in our geographic mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities. • The full realization of our deferred tax assets may be affected by a number of factors, including future earnings and the feasibility of ongoing planning strategies. • We may be affected by matters related to environmental, social, and governance (“Responsibility”) trends and events, including governmental regulation and supply chain disruptions, that may adversely affect us. • Our failure or inability to obtain, maintain, protect, and enforce our trademarks or other intellectual property could adversely affect our business and the value of our brand.
Our ability to develop new franchised shops and to enforce contractual rights against franchisees may be adversely affected by these laws and regulations, which could cause our franchise revenues to decline. • Healthcare and employment legislation could adversely affect our business, financial condition, and results of operations. • Changes in tax laws and regulations could have a material impact to our tax expense or cash tax obligations. • Our annual effective income tax rate can change materially as a result of changes in our geographic mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities. • The full realization of our deferred tax assets may be affected by a number of factors, including future earnings and the feasibility of ongoing planning strategies. • We may be affected by matters related to environmental, social, and governance (“Responsibility”) trends and events, including governmental regulation and supply chain disruptions, that may adversely affect our business and reputation. • Our failure or inability to obtain, maintain, protect, and enforce our trademarks or other intellectual property could adversely affect our business and the value of our brand.
Section 203 of the DGCL restricts certain shareholders owning over 15% of our outstanding common stock (referred to as "interested shareholders") from engaging in specific business combinations without approval from at least two-thirds of our outstanding common stock not held by the interested shareholder.
We are subject to Delaware General Corporation Law (“DGCL”). Section 203 of the DGCL restricts certain stockholders owning over 15% of our outstanding common stock (referred to as "interested stockholders"), including JAB, from engaging in specific business combinations without approval from at least two-thirds of our outstanding common stock not held by the interested stockholder.
To the extent that price increases or packaging size decreases are not sufficient to offset these increased costs adequately or in a timely manner, or if they result in significant decreases in sales volume, our financial condition, results of operations, and cash flows may be adversely affected. 23 Table of Contents Risks Related to Our Human Capital An inability to recruit and retain personnel could have a material adverse effect on our operations.
To the extent that price increases or packaging size decreases are not sufficient to offset these increased costs adequately or in a timely manner, or if they result in significant decreases in sales volume, our financial condition, results of operations, and cash flows may be adversely affected.
They may also pertain to diverse areas such as personal injury, franchisee employment, real estate, environmental concerns, tort claims, intellectual property disputes, breaches of contract, data privacy issues, securities litigation, derivative actions, and various other legal matters.
These disputes could encompass a wide range of issues, including employment, intellectual property, operational, regulatory compliance, foreign exchange, tax, franchise, and contractual matters. They may also pertain to diverse areas such as personal injury, franchisee employment, real estate, environmental, tort claims, intellectual property disputes, breaches of contract, data privacy issues, securities litigation, derivative actions, and various other legal matters.
Additionally, such risks may increase as we introduce new products or expand distribution channels, such as our DFD business channels, and our business becomes subject to new regulations and higher regulatory scrutiny. There is increasing legal, legislative and regulatory focus on the industry, particularly concerning menu labeling and packaging.
Additionally, such risks may increase as we introduce new products or expand distribution channels, such as our fresh delivery business channel, and our business becomes subject to new regulations and higher regulatory scrutiny. 30 Table of Contents There is increasing legal, legislative and regulatory focus on the industry, including areas such as menu labeling, packaging, food additives and other ingredients.
If the ownership of our common stock continues to be highly concentrated, it may prevent shareholders from influencing significant corporate decisions and may result in conflicts of interest. As of December 29, 2024, JAB held approximately 44% of our common stock through its affiliate, conferring upon it significant influence over crucial matters requiring shareholder approval.
If the ownership of our common stock continues to be highly concentrated, it may limit stockholders other than JAB from influencing significant corporate decisions and may result in conflicts of interest. As of December 28, 2025, JAB held approximately 43% of our common stock, conferring upon it significant influence over crucial matters requiring stockholders’ approval.
We also have experienced business disruptions due to failures in critical information technology platforms and continue to face potential business disruptions due to such failures, including those hosted or provided by third parties.
As we diversify and grow our business channels, our susceptibility to related risks intensifies. 17 Table of Contents We also have experienced business disruptions due to failures in critical information technology platforms and continue to face potential business disruptions due to such failures, including those hosted or provided by third parties.
They also require management to perform an annual assessment of the effectiveness of our internal control over financial reporting and disclosure of any material weaknesses in such controls. We are required to have our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting.
They also require management to perform an annual assessment of the effectiveness of our internal control over financial reporting and disclosure of any material weaknesses in such controls.
Furthermore, this concentration of share ownership might be viewed negatively by investors, potentially affecting the trading price of our common stock, as some may perceive drawbacks in owning shares in a company heavily influenced by a few significant shareholders. 29 Table of Contents The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.
Furthermore, this concentration of share ownership adversely affects the liquidity of our common stock and might be viewed negatively by investors, potentially affecting the trading price of our common stock, as some may perceive drawbacks in owning shares in a company heavily influenced by a few significant stockholders.
Risks Related to Our Supply Chain • We are the exclusive or primary supplier of key ingredients to shops worldwide and any problems supplying these ingredients could negatively affect our and our franchisees’ ability to make doughnuts. 13 Table of Contents • We are the only manufacturer of our doughnut-making equipment.
Risks Related to Our Supply Chain We are the exclusive or primary supplier of doughnut mixes and other key ingredients to shops worldwide and any problems supplying these ingredients could negatively affect our and our franchisees’ ability to make doughnuts. We serve as the exclusive supplier of doughnut mixes to numerous domestic and international Krispy Kreme shops.
Any material failure, inadequacy, or interruption of that technology has and may in the future adversely affect our ability to effectively operate our business and result in financial or other loss. Our business and that of our franchisees significantly depend on computer systems and information technology.
Risks Related to Cybersecurity, Data Privacy, Information Technology, and Internal Controls We rely on information technology in our operations. Any material failure, inadequacy, or interruption of that technology has and may in the future adversely affect our ability to effectively operate our business and result in financial or other loss.
Therefore, significant impacts from system failures have and may in the future materially and adversely affect our business, financial condition, and results of operations. Breaches or failures of our information technology systems or other cybersecurity or data security-related incidents have and may in the future have an adverse effect on our business, financial condition, and results of operations.
Breaches or failures of our information technology systems or other cybersecurity or data security-related incidents have and may in the future have an adverse effect on our business, financial condition, and results of operations. Our and our franchisees’ information systems and records are at risk of cyber-attacks and security incidents.
("JAB") could hinder, delay, or prevent a change in control of us. • If the ownership of our common stock continues to be highly concentrated, it may prevent shareholders from influencing significant corporate decisions and may result in conflicts of interest. • The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets. • We may be unable to pay dividends on our common stock. 14 Table of Contents Risks Related to Food Safety and Consumer Preferences Our business may be adversely affected by food safety issues, including food-borne illnesses, tampering, contamination, or cross-contamination.
Risks Related to Ownership of our Common Stock • Certain provisions of Delaware Law, our governing documents, and the ownership of approximately 43% of our common stock by JAB (defined below) could delay or prevent a change in control, which could adversely affect the price of our common stock. • If the ownership of our common stock continues to be highly concentrated, it may limit stockholders other than JAB from influencing significant corporate decisions and may result in conflicts of interest. • Sales of substantial amounts of our common stock could negatively affect the price of our common stock. 16 Table of Contents Risks Related to Food Safety and Consumer Preferences Our business may be adversely affected by food safety issues, including food-borne illnesses, tampering, contamination, or cross-contamination.
The food service industry is highly susceptible to shifts in consumer preferences, including dietary choices and health concerns, as well as broader factors like economic conditions, spending habits, demographic changes, traffic trends, and competition from other brands. In addition, our products fall into the category of indulgences, making them particularly sensitive to shifts in discretionary spending patterns.
Changes in consumer preferences and demographic trends, including in response to unfavorable economic conditions, could negatively impact our business. The food service industry is highly susceptible to shifts in consumer preferences, including dietary choices and health concerns, as well as broader factors like economic conditions, spending habits, demographic changes, traffic trends, and competition from other brands.
In the event of unfavorable economic conditions where we and our franchisees operate, our consumers may have reduced disposable income, leading to potential reductions in their consumption of our products.
In the event of unfavorable economic conditions where we or our franchisees operate, our consumers may have reduced disposable income, leading to potential reductions in their consumption of our products. Any such reductions could have a material adverse effect on our business, financial condition, and results of operations.
Our relationships with employees are governed by various federal and state labor laws, which play a pivotal role in shaping our operational costs.
These cost increases may also be influenced by inflationary pressures and potential labor market shortages. Our relationships with employees are governed by various federal and state labor laws, which play a pivotal role in shaping our operational costs.
Our annual effective income tax rate can change materially as a result of changes in our geographic mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities. We are subject to federal, state, and local income taxes both in the U.S. and in foreign jurisdictions.
Our annual effective income tax rate can change materially as a result of changes in our geographic mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities. Our overall effective income tax rate is calculated as our total income tax expense relative to earnings before income tax.
Consequently, a loss or significant decrease in sales to one of these key retail customers, or if they encounter substantial financial issues, could adversely affect our business, financial condition, and results of operations. 18 Table of Contents Our reputation and brand image are essential to our business success.
A loss or significant decrease in sales to one of these key retail customers, including due to any of the above factors or if they encounter substantial financial issues, could adversely affect our business, financial condition, and results of operations.
Moreover, their ability to effectively open, operate, and sustain these Points of Access in accordance with their agreements and our brand requirements may be constrained by their business capabilities or financial resources. A failure of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and future prospects.
Moreover, their ability to effectively open, operate, and sustain these Points of Access in accordance with their agreements and our brand requirements may be constrained by their business capabilities or financial resources.
For additional information related to the material weakness in internal control over financial reporting and the related remedial measures, see Item 9A, “Controls and Procedures,” of Part II of this Annual Report on Form 10-K.
For additional information related to previously identified material weaknesses in internal control over financial reporting identified and the related remedial measures, see Item 9A, “Controls and Procedures,” of Part II of this Annual Report. There is no assurance that additional material weaknesses will not be identified.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+1 added−4 removed10 unchanged
Biggest changeOur CIO has over 25 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies. Our CISO, who reports directly to the CIO, has over 30 years of information technology infrastructure and security experience, including developing and leading cybersecurity risk management programs for a variety of companies.
Biggest changeOur CISO, who reports directly to the CTO, has over 30 years of information technology infrastructure and security experience, including developing and leading cybersecurity risk management programs for a variety of companies. The CISO uses internal and external resources to support the Company’s information security program.
The Audit Committee also oversees our cybersecurity risk and receives reports from our CIO on various cybersecurity matters, mitigation measures, and the status of our information security priorities. In addition, the Audit Committee reports to the Board of Directors on any significant cybersecurity incidents, such as the 2024 Cybersecurity Incident.
The Audit Committee also oversees our cybersecurity risk and receives reports from our CTO and third parties on various cybersecurity matters, mitigation measures, and the status of our information security priorities. In addition, the Audit Committee reports to the Board of Directors on any significant cybersecurity incidents, such as the 2024 Cybersecurity Incident. 36 Table of Contents
The CISO then provides periodic reports to the CIO, including reporting on significant cybersecurity incidents, strategy, results of employee trainings, and any other notable cybersecurity matters. 31 Table of Contents Cybersecurity risk is among the top risks that the Company actively monitors.
The CISO receives information regarding cybersecurity incidents and threats primarily from our third-party cybersecurity providers. The CISO then provides periodic reports to the CTO, including reporting on significant cybersecurity incidents, strategy, results of employee trainings, and any other notable cybersecurity matters. Cybersecurity risk is among the top risks that the Company actively monitors.
For more information regarding cybersecurity risks that have and may in the future materially affect us, see “Risk Factors—Risks Related to Cybersecurity, Data Privacy, and Information Technology” included in Item 1A of Part I of this Annual Report on Form 10-K.
For more information regarding cybersecurity risks that have and may in the future materially affect us, see “Risk Factors—Risks Related to Cybersecurity, Data Privacy, and Information Technology” included in Item 1A of Part I of this Annual Report. Governance Our Chief Technology and Performance Officer (“CTO”) leads our global information security organization responsible for overseeing the Company’s information security program.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2024, during the fourth quarter of fiscal 2024, unauthorized activity on a portion of our information technology systems resulted in the Company experiencing certain operational disruptions, including with online ordering in parts of the U.S. (the “2024 Cybersecurity Incident”).
As previously disclosed, during fiscal 2024 unauthorized activity on a portion of our information technology systems resulted in the Company experiencing certain operational disruptions (the “2024 Cybersecurity Incident”). The incident materially affected the Company’s business operations and results of operations.
Governance Our Chief Information Officer (“CIO”) leads our global information security organization responsible for overseeing the Company’s information security program. Our Chief Information Security Officer (“CISO”) is primarily responsible for identifying, assessing, monitoring, and managing cybersecurity threats to our overall enterprise.
Our Chief Information Security Officer (“CISO”) is primarily responsible for identifying, assessing, monitoring, and managing cybersecurity threats to our overall enterprise. Our CTO has over 25 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.
Removed
Our online ordering, retail shops, and core business functions are now fully operational. The incident materially affected the Company’s business operations and is reasonably likely to materially impact the Company’s results of operations and financial condition. In the fourth quarter of fiscal 2024, we incurred approximately $3 million of remediation expenses related to the 2024 Cybersecurity Incident.
Added
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Annual Report.
Removed
In addition, we estimate that we lost revenue within our U.S. segment in an amount of $11 million related to the incident with a corresponding estimated $10 million impact on Adjusted EBITDA (includes margin on the aforementioned lost revenues, as well as operational inefficiencies).
Removed
We expect to continue to incur costs in fiscal 2025 related to the incident, including operational inefficiencies early in the first quarter and costs related to fees for our cybersecurity experts and other advisors. The Company holds cybersecurity insurance that is expected to offset a portion of the losses and costs from the incident.
Removed
Additionally, the team supporting the CISO has relevant educational and professional information technology security experience, including holding similar positions at other large companies. The CISO receives information regarding cybersecurity incidents and threats primarily from our third-party cybersecurity providers.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeInternationally, for our equity markets, we operate 14 Doughnut Factories. Each Doughnut Factory manufactures daily to provide finished products to shops and to support our DFD routes. The majority of our Doughnut Factories are leased. Additionally, as of December 29, 2024, the Company had 875 Company-owned shops globally, a majority of which are leased.
Biggest changeInternationally, for our equity markets, we operate 14 Doughnut Factories. Each Doughnut Factory manufactures daily to provide finished products to shops and to support our delivery routes. The majority of our Doughnut Factories are leased. Additionally, as of December 28, 2025, the Company had 882 Company-owned shops globally, a majority of which are leased.
Properties The material properties used by the Company in connection with its manufacturing, warehousing, distribution, and corporate administrative operations, serving all segments, are as follows: Location Approximate Size in Square Feet Purpose Type Winston-Salem, NC 107,000 Mix Production Plant and Distribution Leased Winston-Salem, NC 101,710 Equipment Manufacturing Facility Owned Charlotte, NC 31,776 Corporate Administrative Leased In the U.S., we operate six Doughnut Factories located in Indianapolis, Indiana; Monroe, Ohio; New York, New York; Elk Grove, Illinois; Concord, North Carolina; and Fort Lauderdale, Florida.
Properties The material properties used by the Company in connection with its manufacturing, warehousing, distribution, and corporate administrative operations, serving all segments, are as follows: Location Approximate Size in Square Feet Purpose Type Winston-Salem, NC 107,000 Mix Production Plant and Distribution Leased Winston-Salem, NC 101,710 Equipment Manufacturing Facility Leased Charlotte, NC 31,776 Corporate Administrative Leased In the U.S., we operate six Doughnut Factories located in Indianapolis, Indiana; Monroe, Ohio; New York, New York; Elk Grove, Illinois; Concord, North Carolina; and Fort Lauderdale, Florida.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeSee Note 15 , Commitments and Contingencies, to the audited Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K for information regarding certain legal proceedings in which we are involved. Item 4. Mine Safety Disclosures Not applicable. 32 Table of Contents PART II
Biggest changeSee Note 16 , Commitments and Contingencies, to the audited Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved, which is incorporated by reference into this Item 3 of Part I of this Annual Report. Item 4. Mine Safety Disclosures Not applicable. 37 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−3 removed1 unchanged
Biggest changeDividend Policy For the fiscal quarters ended March 31, 2024, June 30, 2024, September 29, 2024, and December 29, 2024, we paid quarterly cash dividends on our common stock of $0.035 per share, which were paid in May 2024, August 2024, November 2024, and February 2025, respectively. We expect to pay a dividend after the close of each quarter.
Biggest changeDividend Policy For the fiscal quarter ended March 30, 2025, we declared a quarterly cash dividend on our common stock of $0.035 per share, which was paid in May 2025.
All indices shown in the graph have been reset to a base of 100 as of July 1, 2021 and assume an investment of $100 on that date and the reinvestment of dividends paid since that date. The stock price performance shown in the graph is not necessarily indicative of future price performance.
All indices shown in the graph have been reset to a base of 100 as of July 1, 2021 and assume an investment of $100 on that date and the reinvestment of dividends paid since that date.
Holders The approximate number of shareholders of record of our common stock as of February 14, 2025, was 253. This does not include persons whose stock is in nominee or “street name” accounts through brokers.
Holders The approximate number of stockholders of record of our common stock as of February 20, 2026, was 257. This does not include persons whose stock is in nominee or “street name” accounts through brokers.
July 1, 2021 January 2, 2022 January 1, 2023 December 31, 2023 December 29, 2024 Krispy Kreme, Inc. $ 100.00 $ 111.29 $ 60.71 $ 88.76 $ 57.53 Russell 2000 100.00 96.39 75.61 87.02 96.36 NASDAQ Composite 100.00 107.73 72.07 103.37 135.80 S&P Consumer Discretionary 100.00 112.01 69.92 98.61 130.68 Item 6. [Reserved] 34 Table of Contents
The stock price performance shown in the graph is not necessarily indicative of future price performance. 38 Table of Contents July 1, 2021 January 2, 2022 January 1, 2023 December 31, 2023 December 29, 2024 December 28, 2025 Krispy Kreme, Inc. $ 100.00 $ 111.29 $ 60.71 $ 88.76 $ 57.53 $ 25.18 Russell 2000 100.00 96.39 75.61 87.02 96.36 108.80 NASDAQ Composite 100.00 107.73 72.07 103.37 135.80 162.46 S&P Consumer Discretionary 100.00 112.01 69.92 98.61 130.68 136.92 Item 6. [Reserved] 39 Table of Contents
As of December 29, 2024, all outstanding shares remained available for repurchase under current authorizations . 33 Table of Contents Performance Graph The following graph depicts the total return to shareholders from the initial public offering (“IPO”) on July 1, 2021 through our fiscal year-end date of December 29, 2024, relative to the performance of the Russell 2000 Index, the NASDAQ Composite Index, and the Standard & Poor’s Consumer Discretionary Sector.
Performance Graph The following graph depicts the total return to stockholders from the initial public offering (“IPO”) on July 1, 2021 through our fiscal year-end date of December 28, 2025, relative to the performance of the Russell 2000 Index, the NASDAQ Composite Index, and the Standard & Poor’s Consumer Discretionary Sector.
Removed
Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our Board of Directors and will depend on many factors, including economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, including restrictive covenants contained in certain of our credit facilities, and such other factors as our Board of Directors may deem relevant.
Added
Subsequent to the first quarter of fiscal 2025, the Company halted the quarterly cash dividend to holders of the Company’s common stock to more closely align its capital allocation priorities with its growth strategy.
Removed
Issuer Purchases of Equity Securities Shares under our ongoing share repurchase program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, as amended, or through privately negotiated transactions.
Removed
The timing, manner, price, and amount of repurchases will be determined at our discretion, and the share repurchase program may be suspended, terminated or modified at any time for any reason.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

92 edited+62 added−42 removed44 unchanged
Biggest changeManagement compensates for these limitations by relying on our GAAP results in addition to using these non-GAAP measures supplementally. 40 Table of Contents The following tables present a reconciliation of net income/(loss) to Adjusted EBIT and Adjusted EBITDA, and net income/(loss) to Adjusted Net Income, Diluted and Adjusted EPS for the fiscal years presented: Fiscal Years Ended (in thousands) December 29, 2024 December 31, 2023 January 1, 2023 Net income/(loss) $ 3,815 $ (36,647) $ (8,775) Interest expense, net 60,066 50,341 34,102 Income tax expense/(benefit) 15,954 (4,347) 612 Share-based compensation 35,149 24,196 18,170 Employer payroll taxes related to share-based compensation 358 395 312 Gain on divestiture of Insomnia Cookies (90,455) — — Other non-operating expense, net (1) 1,885 3,798 3,036 Strategic initiatives (2) 19,993 29,057 2,841 Acquisition and integration expenses (3) 3,282 511 2,333 New market penetration expenses (4) 1,407 1,380 1,511 Shop closure expenses, net (5) 4,861 17,335 19,715 Restructuring and severance expenses (6) 7,561 5,050 7,125 Gain on remeasurement of equity method investment (7) (5,579) — — Gain on sale-leaseback (1,569) (9,646) (6,549) Other (8) 3,203 4,307 6,285 Amortization of acquisition related intangibles (9) 30,297 29,373 28,456 Adjusted EBIT $ 90,228 $ 115,103 $ 109,174 Depreciation expense and amortization of right of use assets 103,300 96,521 81,555 Adjusted EBITDA $ 193,528 $ 211,624 $ 190,729 41 Table of Contents Fiscal Years Ended (in thousands, except per share amounts) December 29, 2024 December 31, 2023 January 1, 2023 Net income/(loss) $ 3,815 $ (36,647) $ (8,775) Share-based compensation 35,149 24,196 18,170 Employer payroll taxes related to share-based compensation 358 395 312 Gain on divestiture of Insomnia Cookies (90,455) — — Other non-operating expense, net (1) 1,885 3,798 3,036 Strategic initiatives (2) 19,993 29,057 2,841 Acquisition and integration expenses (3) 3,282 511 2,333 New market penetration expenses (4) 1,407 1,380 1,511 Shop closure expenses, net (5) 4,861 17,335 19,715 Restructuring and severance expenses (6) 7,561 5,050 7,125 Gain on remeasurement of equity method investment (7) (5,579) — — Gain on sale-leaseback (1,569) (9,646) (6,549) Other (8) 3,203 4,307 6,285 Amortization of acquisition related intangibles (9) 30,297 29,373 28,456 Loss on extinguishment of 2019 Facility (10) — 472 — Tax impact of adjustments (11) 9,690 (20,729) (14,609) Tax specific adjustments (12) (3,988) (1,364) (2,876) Net income attributable to noncontrolling interest (720) (1,278) (6,847) Adjustment to adjusted net income attributable to common shareholders — — (374) Adjusted net income attributable to common shareholders - Basic $ 19,190 $ 46,210 $ 49,754 Additional income attributed to noncontrolling interest due to subsidiary potential common shares (20) (28) (143) Adjusted net income attributable to common shareholders - Diluted $ 19,170 $ 46,182 $ 49,611 Basic weighted average common shares outstanding 169,341 168,289 167,471 Dilutive effect of outstanding common stock options, RSUs, and PSUs 2,159 2,204 2,005 Diluted weighted average common shares outstanding 171,500 170,493 169,476 Adjusted net income per share attributable to common shareholders: Basic $ 0.11 $ 0.27 $ 0.30 Diluted $ 0.11 $ 0.27 $ 0.29 (1) Primarily foreign translation gains and losses in each period.
Biggest changeManagement compensates for these limitations by relying on our GAAP results in addition to using these non-GAAP measures supplementally. 46 Table of Contents The following tables present a reconciliation of net (loss)/income to Adjusted EBIT and Adjusted EBITDA, and net (loss)/income to Adjusted Net (Loss)/Income, Diluted and Adjusted EPS for the fiscal years presented: Fiscal Years Ended (in thousands) December 28, 2025 December 29, 2024 December 31, 2023 Net (loss)/income $ (523,779) $ 3,815 $ (36,647) Interest expense, net 65,795 60,066 50,341 Income tax (benefit)/expense (20,820) 15,954 (4,347) Share-based compensation 12,865 35,149 24,196 Employer payroll taxes related to share-based compensation 307 358 395 Loss/(gain) on divestiture of Insomnia Cookies 11,501 (90,455) — Goodwill impairment 355,958 — — Other non-operating (income)/expense, net (1) (1,967) 1,885 3,798 Strategic initiatives (2) 39,847 19,993 29,057 Acquisition and integration expenses (3) (111) 3,282 511 New market penetration expenses (4) 560 1,407 1,380 Shop closure expenses, net (5) 56,394 4,861 17,335 Restructuring and severance expenses (6) 6,396 7,561 5,050 Gain on remeasurement of equity method investment (7) — (5,579) — Gain on sale-leaseback (6,749) (1,569) (9,646) Gain on refranchising (8) (1,358) — — Other (9) 8,340 3,203 4,307 Amortization of acquisition related intangibles (10) 31,279 30,297 29,373 Consolidated Adjusted EBIT $ 34,458 $ 90,228 $ 115,103 Depreciation expense and amortization of right of use assets 105,795 103,300 96,521 Consolidated Adjusted EBITDA $ 140,253 $ 193,528 $ 211,624 47 Table of Contents Fiscal Years Ended (in thousands, except per share amounts) December 28, 2025 December 29, 2024 December 31, 2023 Net (loss)/income $ (523,779) $ 3,815 $ (36,647) Share-based compensation 12,865 35,149 24,196 Employer payroll taxes related to share-based compensation 307 358 395 Loss/(gain) on divestiture of Insomnia Cookies 11,501 (90,455) — Goodwill impairment 355,958 — — Other non-operating (income)/expense, net (1) (1,967) 1,885 3,798 Strategic initiatives (2) 39,847 19,993 29,057 Acquisition and integration expenses (3) (111) 3,282 511 New market penetration expenses (4) 560 1,407 1,380 Shop closure expenses, net (5) 56,394 4,861 17,335 Restructuring and severance expenses (6) 6,396 7,561 5,050 Gain on remeasurement of equity method investment (7) — (5,579) — Gain on sale-leaseback (6,749) (1,569) (9,646) Gain on refranchising (8) (1,358) — — Other (9) 8,340 3,203 4,307 Amortization of acquisition related intangibles (10) 31,279 30,297 29,373 Loss on extinguishment of 2019 Facility (11) — — 472 Tax impact of adjustments (12) (20,958) 9,690 (20,729) Tax specific adjustments (13) 5,770 (3,988) (1,364) Net loss/(income) attributable to noncontrolling interest 8,012 (720) (1,278) Adjusted net (loss)/income attributable to common shareholders - Basic $ (17,693) $ 19,190 $ 46,210 Additional income attributed to noncontrolling interest due to subsidiary potential common shares (10) (20) (28) Adjusted net (loss)/income attributable to common shareholders - Diluted $ (17,703) $ 19,170 $ 46,182 Basic weighted average common shares outstanding 170,923 169,341 168,289 Dilutive effect of outstanding common stock options, RSUs, and PSUs — 2,159 2,204 Diluted weighted average common shares outstanding 170,923 171,500 170,493 Adjusted net (loss)/income per share attributable to common shareholders: Basic $ (0.10) $ 0.11 $ 0.27 Diluted $ (0.10) $ 0.11 $ 0.27 (1) Primarily foreign translation gains and losses in each period, as well as equity method income from Insomnia Cookies following the divestiture of a controlling interest during fiscal 2024 until the sale of our remaining interest in the second quarter of fiscal 2025.
We define “Adjusted Net Income, Diluted” as net income/(loss) attributable to common shareholders, adjusted for interest expense, share-based compensation, certain strategic initiatives, acquisition and integration expenses, amortization of acquisition-related intangibles, the tax impact of adjustments, and certain other non-recurring, infrequent or non-core income and expense items. “Adjusted EPS” is Adjusted Net Income, Diluted converted to a per share amount.
We define “Adjusted Net (Loss)/Income, Diluted” as net (loss)/income attributable to common shareholders, adjusted for interest expense, share-based compensation, certain strategic initiatives, acquisition and integration expenses, amortization of acquisition-related intangibles, the tax impact of adjustments, and certain other non-recurring, infrequent or non-core income and expense items. “Adjusted EPS” is Adjusted Net (Loss)/Income, Diluted converted to a per share amount.
Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Diluted, and Adjusted EPS We define “Adjusted EBITDA” as earnings before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for share-based compensation, certain strategic initiatives, acquisition and integration expenses, and certain other non-recurring, infrequent or non-core income and expense items.
Adjusted EBITDA, Adjusted EBIT, Adjusted Net (Loss)/Income, Diluted, and Adjusted EPS We define “Adjusted EBITDA” as earnings before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for share-based compensation, certain strategic initiatives, acquisition and integration expenses, and certain other non-recurring, infrequent or non-core income and expense items.
Borrowings under these short-term lines of credit are payable to the lenders on a revolving basis for tenors up to a maximum of three months and are subject to an interest rate of adjusted term SOFR plus a credit spread adjustment of 0.10% plus a margin of 1.75%.
Borrowings under these short-term lines of credit are payable to the lenders on a revolving basis for tenors up to three months and are subject to an interest rate of adjusted term SOFR plus a credit spread adjustment of 0.10% plus a margin of 1.75%.
The International segment illustrates the benefits of leveraging our Hub and Spoke model as the most efficient way to grow the business, as shown by the consistent Sales per Hub and higher Adjusted EBITDA margins despite elevated commodity costs and macroeconomic conditions.
The International segment illustrates the benefits of leveraging our Hub and Spoke model as the most efficient way to grow the business, as shown by the largely consistent Sales per Hub and higher Adjusted EBITDA margins despite elevated commodity costs and macroeconomic conditions.
While we believe that our reserves are adequate, issues raised by a tax authority may be resolved at an amount different than the related reserve and could materially increase or decrease our income tax provision in future periods. 52 Table of Contents Realization of deferred tax assets involves estimates regarding (i) the timing and amount of the reversal of taxable temporary differences, (ii) expected future taxable income, (iii) the ability to carry back or carry forward net operating losses and tax credits, and (iv) the impact of tax planning strategies.
While we believe that our reserves are adequate, issues raised by a tax authority may be resolved at an amount different than the related reserve and could materially increase or decrease our income tax provision in future periods. 58 Table of Contents Realization of deferred tax assets involves estimates regarding (i) the timing and amount of the reversal of taxable temporary differences, (ii) expected future taxable income, (iii) the ability to carry back or carry forward net operating losses and tax credits, and (iv) the impact of tax planning strategies.
Organic Revenue Growth Organic revenue growth measures our revenue growth trends excluding the impact of acquisitions, divestitures, and foreign currency, and we believe it is useful for investors to understand the expansion of our global footprint through internal efforts.
Organic Revenue (Decline)/Growth Organic revenue (decline)/growth measures our revenue growth trends excluding the impact of acquisitions, divestitures, and foreign currency, and we believe it is useful for investors to understand the expansion of our global footprint through internal efforts.
(2) Includes Insomnia Cookies revenues (through the date of the divestiture) and Fresh Revenues generated by Hubs without Spokes. (3) Total International net revenues is equal to Fresh Revenues from Hubs with Spokes for that business segment. (4) International sales per Hub comparative data has been restated in constant currency based on current exchange rates.
(2) Includes Insomnia Cookies revenues (through the date of deconsolidation) and Fresh Revenues generated by Hubs without Spokes. (3) Total International net revenues is equal to Fresh Revenues from Hubs with Spokes for that business segment. (4) International Sales per Hub comparative data has been restated in constant currency based on current exchange rates.
Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Diluted, and Adjusted EPS have certain limitations, including adjustments for income and expense items that are required by GAAP.
Adjusted EBITDA, Adjusted EBIT, Adjusted Net (Loss)/Income, Diluted, and Adjusted EPS have certain limitations, including adjustments for income and expense items that are required by GAAP.
A Mini Theater is a Spoke location that produces some doughnuts for itself and also receives doughnuts from another producing location. 39 Table of Contents Non-GAAP Measures We report our financial results in accordance with GAAP; however, management evaluates our results of operations using, among other measures, organic revenue growth, Sales per Hub, adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Adjusted EBIT, Adjusted Net Income, Diluted, and Adjusted EPS as we believe these non-GAAP measures are useful in evaluating our operating performance.
A Mini Theater is a Spoke location that produces some doughnuts for itself and also receives doughnuts from another producing location. 45 Table of Contents Non-GAAP and Operating Measures We report our financial results in accordance with GAAP; however, management evaluates our results of operations using, among other measures, organic revenue (decline)/growth, Sales per Hub, Systemwide Sales, adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Adjusted EBIT, Adjusted Net (Loss)/Income, Diluted, and Adjusted EPS as we believe these non-GAAP and operating measures are useful in evaluating our operating performance.
We continue to believe the fair value of each of our reporting units is significantly in excess of its carrying value, and absent a sustained multi-year global decline in our business in key markets such as the U.S., we do not anticipate incurring significant goodwill impairment in the next 12 months.
We believe the fair value of each of our reporting units is in excess of its carrying value, and absent a sustained multi-year global decline in our business in key markets such as the U.S., we do not anticipate incurring significant goodwill impairment in the next 12 months.
These estimates are highly subjective, and our ability to achieve the forecasted cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance, and changes in our business strategies, including retail initiatives and international expansion.
These estimates are highly subjective, and our ability to 59 Table of Contents achieve the forecasted cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance, and changes in our business strategies, including retail initiatives and international expansion.
In order to facilitate a clear understanding of our consolidated historical operating results, we urge you to review our non-GAAP financial measures in conjunction with our historical audited Consolidated Financial Statements and notes thereto included in this Annual Report on Form 10-K and not to rely on any single financial measure.
In order to facilitate a clear understanding of our consolidated historical operating results, we urge you to review our non-GAAP financial measures in conjunction with our historical audited Consolidated Financial Statements and notes thereto included in this Annual Report and not to rely on any single financial measure.
See “Results of Operations” for our organic growth calculations for the periods presented.
See “Results of Operations” for our organic (decline)/growth calculations for the periods presented.
The calculation of the key business metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts, or investors. Throughout this Annual Report on Form 10-K, we utilize “Global Points of Access” as a key performance indicator. Global Points of Access reflect all locations at which fresh doughnuts can be purchased.
The calculation of the key business metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts, or investors. Throughout this Annual Report, we utilize “Global Points of Access” as a key performance indicator. Global Points of Access reflect all locations at which fresh doughnuts can be purchased.
If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected. 49 Table of Contents Cash Flows We generate significant cash from operations and have substantial credit availability and capacity to fund operating and discretionary spending such as capital expenditures and debt repayments.
If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected. 55 Table of Contents Cash Flows We have historically generated significant cash from operations and have substantial credit availability and capacity to fund operating and discretionary spending such as capital expenditures and debt repayments.
We define “Adjusted EBIT” as earnings before interest expense, net and income tax expense, with further adjustments for share-based compensation, certain strategic initiatives, acquisition and integration expenses, and certain other non-recurring, infrequent or non-core income and expense items.
We define “Adjusted EBIT” as earnings before interest expense, net and income tax expense, with further adjustments for share-based compensation, certain strategic initiatives, acquisition and integration expenses, amortization of acquisition-related intangibles, and certain other non-recurring, infrequent or non-core income and expense items.
Specific to the U.S. segment, certain legacy Hubs have not historically had Spokes. Many Hubs in the U.S. segment are being converted to add Spokes while certain legacy Hubs do not currently have the ability or need to add Spokes.
Many Hubs in the U.S. segment are being converted to add Spokes while certain legacy Hubs do not currently have the ability or need to add Spokes.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with our audited Consolidated Financial Statements and related notes included elsewhere in this Annual Report on Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with our audited Consolidated Financial Statements and related notes included elsewhere in this Annual Report.
Fiscal 2023 consists primarily of costs associated with global transformation and U.S. initiatives such as the decision to exit the Branded Sweet Treats business, including property, plant and equipment impairments, inventory write-offs, employee severance, and other related costs.
Fiscal 2023 consists primarily of costs associated with global transformation of $5.9 million and U.S. initiatives such as the decision to exit the Branded Sweet Treats business, including property, plant and equipment impairments, inventory write-offs, employee severance, and other related costs of $17.8 million.
During the fourth quarter of fiscal 2024 we delivered the joy that is Krispy Kreme through powerful specialty doughnuts and seasonal activations including Halloween, Thanksgiving, and Christmas among many others around the world.
During the fourth quarter of fiscal 2025 we delivered the joy that is Krispy Kreme through powerful specialty doughnuts and seasonal activations including Halloween, Fall, and Christmas among many others around the world.
Fresh Revenues include product sales generated from our Doughnut Shop business (including digital channels), as well as DFD sales, but excluding all Insomnia Cookies revenues as the measure is focused on the Krispy Kreme business.
Fresh Revenues include product sales generated from our Doughnut Shops (including digital channels), as well as fresh delivery sales, but excluding all Insomnia Cookies revenues as the measure is focused on the Krispy Kreme doughnut business.
As of December 29, 2024, the Company had drawn $5.0 million under the agreements which is classified within Current portion of long-term debt on the Consolidated Balance Sheets. 51 Table of Contents Critical Accounting Estimates The financial information discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon or derived from the audited Consolidated Financial Statements, which have been prepared in conformity with GAAP.
As of December 28, 2025, the Company had drawn $2.5 million under the agreements which is classified within the Current portion of long-term debt on the Consolidated Balance Sheets. 57 Table of Contents Critical Accounting Estimates The financial information discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon or derived from the audited Consolidated Financial Statements, which have been prepared in conformity with GAAP.
Following the transaction, we owned approximately 34.7% of Insomnia Cookies and lost the ability to exercise control. Accordingly, we deconsolidated Insomnia Cookies and recorded a gain on divestiture of $90.5 million.
Following the transaction, we owned 34.7% of Insomnia Cookies and lost the ability to exercise control. Accordingly, we deconsolidated Insomnia Cookies and recorded a gain on divestiture of $90.5 million (gross of income taxes).
We define Global Points of Access to include all Hot Light Theater Shops, Fresh Shops, Carts and Food Trucks, DFD Doors, Cookie Bakeries (through the date of the Insomnia Cookies divestiture), and other points at which fresh doughnuts can be purchased, at both Company-owned and franchise locations as of the end of the respective reporting period.
We define Global Points of Access to include all Hot Light Theater Shops, Fresh Shops, Carts and Food Trucks, fresh delivery doors, Cookie Bakeries (through the date of the Insomnia Cookies deconsolidation in fiscal 2024), and other points at which fresh doughnuts can be purchased, at both Company-owned and franchise locations as of the end of the respective reporting period.
(12) Fiscal 2024 consists of the recognition of previously unrecognized tax benefits unrelated to ongoing operations, a discrete tax benefit unrelated to ongoing operations, the release of valuation allowances associated with the divestiture of Insomnia Cookies, and the effect of various tax law changes on existing temporary differences.
Fiscal 2024 consists of the recognition of previously unrecognized tax benefits unrelated to ongoing operations of $0.3 million, a discrete tax benefit unrelated to ongoing operations of $0.5 million, the release of valuation allowances associated with the divestiture of Insomnia Cookies of $2.9 million, and the effect of various tax law changes on existing temporary differences of $0.3 million.
Fiscal 2023 consists of the recognition of a previously unrecognized tax benefit unrelated to ongoing operations, the effect of tax law changes on existing temporary differences, and a discrete tax benefit unrelated to ongoing operations.
Fiscal 2023 consists of the recognition of a previously unrecognized tax benefit unrelated to ongoing operations of $2.3 million, the effect of tax law changes on existing temporary differences $0.1 million, and a discrete tax benefit unrelated to ongoing operations of $1.0 million.
Our leverage ratio was 3.91 to 1.00 as of the end of fiscal 2024 compared to 3.48 to 1.00 as of the end of fiscal 2023. We were in compliance with the financial covenants related to the 2023 Facility as of December 29, 2024 and expect to remain in compliance over the next 12 months.
Our leverage ratio was 4.4 to 1.00 as of the end of fiscal 2025 compared to 3.9 to 1.00 as of the end of fiscal 2024. We were in compliance with the financial covenants related to the 2023 Facility as of December 28, 2025 and expect to remain in compliance over the next 12 months.
Adjusted EBITDA is a principal metric that management uses to monitor and evaluate operating performance and provides a consistent benchmark for comparison across reporting periods. “Adjusted EBITDA margin” reflects Adjusted EBITDA as a percentage of net revenues.
Adjusted EBITDA, both on a consolidated and at the segment level, is a principal metric that management uses to monitor and evaluate operating performance and provides a consistent benchmark for comparison across reporting periods. “Adjusted EBITDA margin” reflects Adjusted EBITDA as a percentage of net revenues.
Our transformation is driven by the implementation of an omni-channel strategy to reach more consumers where they are and drive revenue growth, and this strategy is supported by a capital-efficient Hub and Spoke distribution model that provides a route to market and powers profitability. Our Hot Light Theater Shops and Doughnut Factories serve as centralized production facilities (“Hubs”).
We have an omni-channel strategy to reach more consumers where they are and drive sustainable, profitable growth, and this strategy is supported by a capital-efficient Hub and Spoke distribution model that provides a route to market and powers profitability. Our Hot Light Theater Shops and Doughnut Factories serve as centralized production facilities (“Hubs”).
(2) Refer to “ Key Performance Indicators and Non-GAAP Measures ” below for more information as to how we define and calculate Adjusted EBITDA, Adjusted EBIT, and Adjusted Net Income, Diluted and for a reconciliation of Adjusted EBITDA, Adjusted EBIT, and Adjusted Net Income, Diluted to net loss, the most comparable measure calculated under accounting principles generally accepted in the U.S.
(2) “nm” as used here and within “ Results of Operations ” means “not meaningful.” (3) Refer to “ Key Performance Indicators and Non-GAAP Measures ” below for more information as to how we define and calculate Adjusted EBITDA, Adjusted EBIT, and Adjusted Net (Loss)/Income, Diluted and for a reconciliation of Adjusted EBITDA, Adjusted EBIT, and Adjusted Net (Loss)/Income, Diluted to net (loss)/income, the most comparable measure calculated under accounting principles generally accepted in the U.S.
The Sales per Hub performance measure allows us and investors to measure our effectiveness at leveraging the Hubs in the Hub and Spoke model to distribute product and generate cost efficiencies and profitability. 43 Table of Contents Sales per Hub was as follows for each of the periods below: Fiscal Years Ended (in thousands, unless otherwise stated) December 29, 2024 (52 weeks) December 31, 2023 (52 weeks) January 1, 2023 (52 weeks) U.S.: Revenues $ 1,058,736 $ 1,104,944 $ 1,010,250 Non-Fresh Revenues (1) (3,161) (9,416) (38,380) Fresh Revenues from Insomnia Cookies and Hubs without Spokes (2) (307,665) (399,061) (404,430) Fresh Revenues from Hubs with Spokes 747,910 696,467 567,440 Sales per Hub (millions) 4.9 4.9 4.5 International: Fresh Revenues from Hubs with Spokes (3) $ 519,102 $ 489,631 $ 435,651 Sales per Hub (millions) (4) 10.1 9.9 9.6 (1) Includes the exited Branded Sweet Treats business revenues as well as licensing royalties from customers for use of the Krispy Kreme brand.
The Sales per Hub performance measure allows us and investors to measure our effectiveness at leveraging the Hubs in the Hub and Spoke model to distribute product and generate cost efficiencies and profitability. 49 Table of Contents Sales per Hub was as follows for each of the periods below: Fiscal Years Ended (in thousands, unless otherwise stated) December 28, 2025 (52 weeks) December 29, 2024 (52 weeks) December 31, 2023 (52 weeks) U.S.: Revenues $ 913,050 $ 1,058,736 $ 1,104,944 Non-Fresh Revenues (1) (2,454) (3,161) (9,416) Fresh Revenues from Insomnia Cookies and Hubs without Spokes (2) (154,151) (307,665) (399,061) Fresh Revenues from Hubs with Spokes 756,445 747,910 696,467 Sales per Hub (millions) 4.7 4.9 4.9 International: Fresh Revenues from Hubs with Spokes (3) $ 535,088 $ 519,102 $ 489,631 Sales per Hub (millions) (4) 9.7 9.9 9.7 (1) Includes the exited Branded Sweet Treats business revenues as well as licensing royalties from customers for use of the Krispy Kreme brand.
Our Market Development segment net revenue declined $4.0 million, or approximately 4.3%, from fiscal 2023 to fiscal 2024, due to the $5.4 million impact of franchise acquisitions in fiscal 2024 (the results of acquired franchise businesses are reported within the Market Development segment prior to the respective dates of acquisition, and are reported within the U.S. or International segments, as applicable, following the respective dates of acquisition).
Our Market Development segment net revenue declined $13.1 million, or 14.9%, from fiscal 2024 to fiscal 2025, due to the impact of franchise acquisitions in fiscal 2024 (the results of acquired franchise businesses are reported within the Market Development segment prior to the respective dates of acquisition, and are reported within the U.S. or International segments, as applicable, following the respective dates of acquisition).
We define “organic revenue growth” as the growth in revenues, excluding (i) acquired shops owned by us for less than 12 months following their acquisition, (ii) the impact of foreign currency exchange rate changes, (iii) the impact of shop closures related to restructuring programs such as the shop portfolio optimization program initiated for Krispy Kreme U.S. during fiscal 2022, (iv) the impact of the Branded Sweat Treats business exit, (v) the impact of the divestiture of Insomnia Cookies, and (vi) revenues generated during the 53 rd week for those fiscal years that have a 53 rd week based on our fiscal calendar defined in the “Overview” section.
We define “organic revenue (decline)/growth” as the (decline)/growth in revenues, excluding (i) the impact of revenues of acquired shops owned by us for less than 12 months following their acquisition, (ii) the impact of foreign currency exchange rate changes, (iii) the impact of shop closures related to restructuring programs, (iv) the impact of the divestiture of a controlling interest in Insomnia Cookies, (v) the impact of the divestiture of shops through refranchising, and (vi) the impact of revenues generated during the 53 rd week for those fiscal years that have a 53 rd week based on our fiscal calendar defined in the “Overview” section.
We conduct our business through the following three reported segments: • U.S.: Includes all Krispy Kreme Company-owned operations in the U.S., and Insomnia Cookies Bakeries globally through the date of deconsolidation (refer to Note 2 , Acquisitions and Divestitures, to the audited Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for more information); • International: Includes all Krispy Kreme Company-owned operations in the U.K., Ireland, Australia, New Zealand, Mexico, Canada, and Japan; and • Market Development: Includes franchise operations across the globe.
We conduct our business through the following three reported segments: • U.S.: Includes all Company-owned operations in the U.S., and Insomnia Cookies Bakeries globally through the date of deconsolidation (refer to Note 3 , Acquisitions and Divestitures, to the audited Consolidated Financial Statements for more information); • International: Includes all Company-owned operations in the U.K., Ireland, Australia, New Zealand, Mexico, and Canada, as well as Japan for all periods covered by this Annual Report; and • Market Development: Includes franchise operations across the globe.
As of December 29, 2024 and December 31, 2023, we had approximately $34.8 million and $21.0 million, respectively, reserved for such programs. Inclusive of the receivables from the stop-loss insurance policies, the Company’s limited liability balance was $18.7 million and $10.8 million as of December 29, 2024 and December 31, 2023, respectively.
As of December 28, 2025 and December 29, 2024, we had $31.2 million and $34.8 million, respectively, reserved for such programs. Inclusive of the receivables from the stop-loss insurance policies, the Company’s limited liability balance was $22.6 million and $18.7 million as of December 28, 2025 and December 29, 2024, respectively.
If a greater amount of claims are reported, or if medical costs increase beyond our expectations, our liabilities may not be sufficient, and we could recognize additional expense.
If a greater amount of claims are reported, or if the nature of the claims, including medical costs, results in increased exposure beyond our expectations, our liabilities may not be sufficient, and we could recognize additional expense.
The following table presents our Hubs, by segment and type, as of the end of fiscal 2024, fiscal 2023, and fiscal 2022, respectively: Hubs Fiscal Years Ended December 29, 2024 December 31, 2023 January 1, 2023 U.S.: Hot Light Theater Shops (1) 232 220 228 Doughnut Factories 6 4 4 Total 238 224 232 Hubs with Spokes 158 149 133 Hubs without Spokes 80 75 99 International: Hot Light Theater Shops (1) 40 36 34 Doughnut Factories 14 14 14 Total 54 50 48 Hubs with Spokes 54 50 48 Market Development: Hot Light Theater Shops (1) 106 112 104 Doughnut Factories 27 23 24 Total 133 135 128 Total Hubs 425 409 408 (1) Includes only Hot Light Theater Shops and excludes Mini Theaters.
The following table presents our Hubs, by segment and type, as of the end of fiscal 2025, fiscal 2024, and fiscal 2023, respectively: Hubs Fiscal Years Ended December 28, 2025 December 29, 2024 December 31, 2023 U.S.: Hot Light Theater Shops (1) 223 232 220 Doughnut Factories 6 6 4 Total 229 238 224 Hubs with Spokes 159 158 149 Hubs without Spokes 70 80 75 International: Hot Light Theater Shops (1) 43 40 36 Doughnut Factories 14 14 14 Total 57 54 50 Hubs with Spokes 57 54 50 Market Development: Hot Light Theater Shops (1) 111 106 112 Doughnut Factories 26 27 23 Total 137 133 135 Total Hubs 423 425 409 (1) Includes only Hot Light Theater Shops and excludes Mini Theaters.
Expected cash flows associated with an asset are the key factor in determining the recoverability of the asset. For the recoverability evaluation, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
For the recoverability evaluation, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Other (income)/expenses, net: Other income, net of $4.0 million in fiscal 2024 was primarily driven by a gain of $5.6 million related to the remeasurement of equity method investments to fair value immediately prior to the acquisition of Krispy Kreme shops referenced in Note 2 , Acquisitions and Divestitures to the audited Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.
Other income, net of $8.4 million in fiscal 2024 was primarily driven by a gain of $5.6 million related to the remeasurement of equity method investments to fair value immediately prior to the acquisition of Krispy Kreme shops referenced in Note 3 , Acquisitions and Divestitures, to the audited Consolidated Financial Statements.
In fiscal 2025, we expect to use our available cash to continue to position the business for sustainable growth, including investing in shop improvements, ways to better serve our consumers, and ways to increase our omni-channel presence as we expand our DFD Doors in priority areas and channels.
In fiscal 2026, we expect to use our available cash to reduce debt and to continue to position the business for sustainable growth, including investing in shop improvements, ways to better serve our consumers, and ways to increase our omni-channel presence.
Fiscal year 2023 reflects our results of operations for the 52-week period ended December 31, 2023.
Fiscal 2024 reflects our results of operations for the 52-week period ended December 29, 2024.
We may enter into arrangements in the future to acquire or invest in complementary businesses, services, and technologies. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing.
We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing.
As of December 29, 2024, we had the following future obligations: • An aggregate principal amount of $819.5 million outstanding under the 2023 Facility; • An aggregate principal amount of $5.0 million outstanding under short-term, uncommitted lines of credit • Non-cancellable future minimum operating lease payments totaling $664.3 million; • Non-cancellable future minimum finance lease payments totaling $97.0 million; and • Purchase commitments under ingredient and other forward purchase contracts of $98.9 million.
As of December 28, 2025, we had the following future obligations: • An aggregate principal amount of $900.3 million outstanding under the 2023 Facility; • An aggregate principal amount of $2.5 million outstanding under short-term, uncommitted lines of credit; • Non-cancellable future minimum operating lease payments totaling $641.6 million; • Non-cancellable future minimum finance lease payments totaling $92.8 million; and • Purchase commitments under ingredient and other forward purchase contracts of $74.0 million.
(2) Includes more than 1,900 McDonald’s QSR shops as of December 29, 2024. (3) Carts and Food Trucks are non-producing, mobile (typically on wheels) facilities without walls or a door where product is received from a Hot Light Theater Shop or Doughnut Factory. Other includes a vending machine.
(3) Carts and Food Trucks are non-producing, mobile (typically on wheels) facilities without walls or a door where product is received from a Hot Light Theater Shop or Doughnut Factory. Other includes a vending machine.
This section of the Annual Report on Form 10-K generally discusses fiscal 2024 and fiscal 2023 items and year-to-year comparisons of fiscal 2024 to fiscal 2023.
This section of the Annual Report generally discusses fiscal 2025 and fiscal 2024 items and year-to-year comparisons of fiscal 2025 to fiscal 2024.
(2) Fiscal 2024 consists primarily of costs associated with the divestiture of the Insomnia Cookies business, preparing for the McDonald’s U.S. expansion, and global transformation.
Fiscal 2024 consists primarily of $8.2 million in costs associated with the divestiture of the Insomnia Cookies business, $7.3 million in costs preparing for the U.S. national expansion (including McDonald’s USA), and $4.0 million in costs associated with global transformation.
Impairment charges related to the Company’s long-lived fixed assets were $4.6 million, $18.1 million, and $8.4 million for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively. For the fiscal year ended December 29, 2024, the Company recognized a net gain on lease termination of $0.1 million.
Impairment charges related to the Company’s long-lived fixed assets were $39.4 million, $4.6 million, and $18.1 million for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively. For the fiscal years ended December 28, 2025 and December 31, 2023 the Company recorded lease impairment and termination costs of $37.0 million and $6.6 million, respectively.
The following table presents our Global Points of Access, by segment and type, as of the end of fiscal 2024, fiscal 2023, and fiscal 2022: Global Points of Access Fiscal Years Ended December 29, 2024 December 31, 2023 January 1, 2023 U.S.: Hot Light Theater Shops 237 229 234 Fresh Shops 70 70 62 Cookie Bakeries (1) — 267 231 DFD Doors (2) 9,644 6,808 5,729 Total 9,951 7,374 6,256 International: Hot Light Theater Shops 49 44 46 Fresh Shops 519 483 448 Carts, Food Trucks, and Other (3) 17 16 14 DFD Doors 4,583 3,977 3,210 Total 5,168 4,520 3,718 Market Development: Hot Light Theater Shops 108 116 106 Fresh Shops 1,095 968 813 Carts, Food Trucks, and Other (3) 30 30 27 DFD Doors 1,205 1,139 917 Total 2,438 2,253 1,863 Total Global Points of Access (as defined) 17,557 14,147 11,837 Total Hot Light Theater Shops 394 389 386 Total Fresh Shops 1,684 1,521 1,323 Total Cookie Bakeries (1) — 267 231 Total Shops 2,078 2,177 1,940 Total Carts, Food Trucks, and Other 47 46 41 Total DFD Doors 15,432 11,924 9,856 Total Global Points of Access (as defined) 17,557 14,147 11,837 (1) Reflects the divestiture of Insomnia Cookies during fiscal 2024.
The following table presents our Global Points of Access, by segment and type, as of the end of fiscal 2025, fiscal 2024, and fiscal 2023: Global Points of Access Fiscal Years Ended December 28, 2025 December 29, 2024 December 31, 2023 U.S.: Hot Light Theater Shops 235 237 229 Fresh Shops 68 70 70 Cookie Bakeries (1) — — 267 Fresh Delivery Doors (2) 7,160 9,644 6,808 Total 7,463 9,951 7,374 International: Hot Light Theater Shops 52 49 44 Fresh Shops 527 519 483 Carts, Food Trucks, and Other (3) 18 17 16 Fresh Delivery Doors 4,225 4,583 3,977 Total 4,822 5,168 4,520 Market Development: Hot Light Theater Shops 113 108 116 Fresh Shops 1,130 1,095 968 Carts, Food Trucks, and Other (3) 29 30 30 Fresh Delivery Doors 1,637 1,205 1,139 Total 2,909 2,438 2,253 Total Global Points of Access (as defined) 15,194 17,557 14,147 Total Hot Light Theater Shops 400 394 389 Total Fresh Shops 1,725 1,684 1,521 Total Cookie Bakeries (1) — — 267 Total Shops 2,125 2,078 2,177 Total Carts, Food Trucks, and Other 47 47 46 Total Fresh Delivery Doors 13,022 15,432 11,924 Total Global Points of Access (as defined) 15,194 17,557 14,147 (1) Reflects the deconsolidation of Insomnia Cookies during fiscal 2024.
The cash used for financing activities was primarily driven by the pay down of long-term debt balances with a portion of the net proceeds received from the divestiture of Insomnia Cookies. 50 Table of Contents Debt Our long-term debt obligations consist of the following: (in thousands) December 29, 2024 December 31, 2023 2023 Facility — term loan $ 647,500 $ 682,500 2023 Facility — revolving credit facility 172,000 155,000 Short-term lines of credit 5,000 11,000 Less: Debt issuance costs (3,322) (4,371) Financing obligations 79,725 47,117 Total long-term debt 900,903 891,246 Less: Current portion of long-term debt (56,356) (54,631) Long-term debt, less current portion $ 844,547 $ 836,615 2023 Secured Credit Facility The Company is party to a credit agreement (the “2023 Facility”) consisting of a $300.0 million senior secured revolving credit facility and a term loan with a principal amount of $700.0 million.
Financing Activities Cash used for financing activities totaled $7.8 million for fiscal 2025, a fluctuation of $66.2 million compared with fiscal 2024, primarily driven by the pay down of long term debt balances with a portion of the net proceeds received from the divestiture of Insomnia Cookies. 56 Table of Contents Debt Our long-term debt obligations consist of the following: (in thousands) December 28, 2025 December 29, 2024 2023 Facility — term loan $ 742,825 $ 647,500 2023 Facility — revolving credit facility 157,500 172,000 Short-term lines of credit 2,514 5,000 Less: Debt issuance costs (2,904) (3,322) Financing obligations 77,894 79,725 Total long-term debt 977,829 900,903 Less: Current portion of long-term debt (65,977) (56,356) Long-term debt, less current portion $ 911,852 $ 844,547 2023 Secured Credit Facility The Company is party to a credit agreement (the “2023 Facility”) consisting of a $300.0 million senior secured revolving credit facility and a term loan with an original principal amount of $700.0 million.
The following table and discussion present, for the periods indicated, a summary of our key cash flows from operating, investing and financing activities: Fiscal Years Ended (in thousands) December 29, 2024 (52 weeks) December 31, 2023 (52 weeks) Net cash provided by operating activities $ 45,832 $ 45,544 Net cash provided by/(used for) investing activities 19,280 (112,588) Net cash (used for)/provided by financing activities (73,949) 71,862 Operating Activities Cash provided by operations totaled $45.8 million for fiscal 2024, an increase of $0.3 million compared with fiscal 2023.
The following table and discussion present, for the periods indicated, a summary of our key cash flows from operating, investing and financing activities: Fiscal Years Ended (in thousands) December 28, 2025 (52 weeks) December 29, 2024 (52 weeks) Net cash provided by operating activities $ 33,924 $ 45,832 Net cash (used for)/provided by investing activities (12,145) 19,280 Net cash used for financing activities (7,757) (73,949) Operating Activities Cash provided by operations totaled $33.9 million for fiscal 2025, a decrease of $11.9 million compared with fiscal 2024.
Discussions of fiscal 2022 items and year-to-year comparisons of fiscal 2023 and fiscal 2022 are not included in this Annual Report on Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of fiscal 2023 items and year-to-year comparisons of fiscal 2024 and fiscal 2023 are not included in this Annual Report and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended December 29, 2024. This discussion contains forward-looking statements that involve risks and uncertainties.
Growth in our digital channel is due to improvements in our branded digital platform as well as increasing product availability through third party platforms. Innovation is also a significant driver of frequency as we create and introduce premium and buzz-worthy offerings to consumers across our Global Points of Access.
Growth in our digital channel is due to improvements in our branded digital platform as well as increasing product availability through third party digital channels, including delivery apps and our customers’ digital platforms. Innovation is also a significant driver of frequency as we create promotions and products that attract media outlets to our brand across our Global Points of Access.
These proceeds were partially offset by our use of $31.9 million cash for the acquisition of franchised shops in fiscal 2024, discussed in Note 2 , Acquisitions and Divestitures to the Condensed Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.
These proceeds were partially offset by our use of $31.9 million cash for the acquisition of franchised shops in fiscal 2024, discussed in Note 3 , Acquisitions and Divestitures, to the audited Consolidated Financial Statements.
We had cash and cash equivalents of $29.0 million and $38.2 million as of December 29, 2024 and December 31, 2023, respectively. We believe that our existing cash and cash equivalents and available borrowing capacity under our debt facilities will be sufficient to fund our operating and capital needs for at least the next twelve months.
We believe that our existing cash and cash equivalents and available borrowing capacity under our credit facilities will be sufficient to fund our operating and capital needs for at least the next twelve months.
(11) Tax impact of adjustments calculated by applying the applicable statutory rates. The Company’s adjusted effective tax rate is 34.0%, 27.2%, and 24.1% for each of the fiscal years 2024, 2023, and 2022, respectively. Fiscal 2024 and fiscal 2023 also include the impact of disallowed executive compensation expense.
The Company’s adjusted effective tax rate is 17.9%, 34.0%, and 27.2%, for each of fiscal 2025, fiscal 2024, and fiscal 2023, respectively. Fiscal 2025 and fiscal 2024 also include the impact of disallowed executive compensation expense.
In our International segment, where the Hub and Spoke model originated, Sales per Hub was $10.1 million, up from $9.9 million in fiscal 2023 and $9.6 million in fiscal 2022.
In our International segment, where the Hub and Spoke model originated, Sales per Hub was $9.7 million, down from the $9.9 million generated in fiscal 2024 and consistent with the $9.7 million generated in fiscal 2023.
Depreciation and amortization expense: Depreciation and amortization expense increased $7.7 million, or 6.1%, from fiscal 2023 to fiscal 2024.
Depreciation and amortization expense: Depreciation and amortization expense increased $3.5 million, or 2.6%, from fiscal 2024 to fiscal 2025.
(3) Consists of acquisition and integration-related costs in connection with the Company’s business and franchise acquisitions, including legal, due diligence, and advisory fees incurred in connection with acquisition and integration-related activities for the applicable period. (4) Consists of start-up costs associated with entry into new countries in which the Company has not previously operated, including Brazil and Spain.
(3) Consists of acquisition and integration-related costs in connection with the Company’s business and franchise acquisitions, including legal, due diligence, and advisory fees incurred in connection with acquisition and integration-related activities for the applicable period.
From these Hubs, we deliver doughnuts to our Fresh Shops, Carts and Food Trucks, and DFD Doors (“Spokes”) primarily through an integrated network of Company-operated delivery routes, designed to ensure quality and freshness. Going forward, we expect to outsource these U.S. DFD deliveries to one or more 3PL carriers, an approach we have used in several international markets.
From these Hubs, we deliver doughnuts to our Fresh Shops, Carts and Food Trucks, and fresh delivery doors (“Spokes”) primarily through an integrated network of Company-operated delivery routes, designed to ensure quality and freshness.
As a percentage of revenue, depreciation and amortization expense increased approximately 50 basis points, from 7.5% in fiscal 2023 to 8.0% in fiscal 2024, primarily driven by higher capital spend and assets placed into service to prepare for the acceleration of our U.S. national DFD rollout discussed in “Significant Events and Transactions” above.
As a percentage of revenue, depreciation and amortization expense increased 100 basis points, from 8.0% in fiscal 2024 to 9.0% in fiscal 2025, primarily driven by higher finance lease amortization expense and increased depreciation associated with capital assets placed into service to support our U.S. national expansion, including the McDonald’s USA rollout.
Our U.S. segment net revenue declined $46.2 million, or approximately 4.2% from fiscal 2023 to fiscal 2024, primarily impacted by the $101.0 million reduction associated with the divestiture of Insomnia Cookies in the third quarter of fiscal 2024.
Our U.S. segment net revenue declined $145.7 million, or 13.8%, from fiscal 2024 to fiscal 2025, primarily due to the $138.5 million reduction associated with the divestiture of a controlling interest in Insomnia Cookies in the third quarter of fiscal 2024.
(9) Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the Consolidated Statements of Operations. (10) Includes interest expenses related to unamortized debt issuance costs from our prior credit agreement (the “2019 Facility”) associated with extinguished lenders as a result of the March 2023 debt refinancing.
(11) Includes interest expenses related to unamortized debt issuance costs from our prior credit agreement (the “2019 Facility”) associated with extinguished lenders as a result of the March 2023 debt refinancing. (12) Tax impact of adjustments calculated by applying the applicable statutory rates.
Fiscal Year ended December 29, 2024 compared to the Fiscal Year ended December 31, 2023 The following table presents our audited consolidated results of operations for fiscal 2024 and fiscal 2023: Fiscal Years Ended December 29, 2024 (52 weeks) December 31, 2023 (52 weeks) Change (in thousands, except percentages) Amount % of Revenue Amount % of Revenue $ % Net revenues Product sales $ 1,627,778 97.7 % $ 1,651,166 97.9 % $ (23,388) -1.4 % Royalties and other revenues 37,619 2.3 % 34,938 2.1 % 2,681 7.7 % Total net revenues 1,665,397 100.0 % 1,686,104 100.0 % (20,707) -1.2 % Product and distribution costs 409,177 24.6 % 443,243 26.3 % (34,066) -7.7 % Operating expenses 809,916 48.6 % 776,589 46.1 % 33,327 4.3 % Selling, general and administrative expense 274,303 16.5 % 266,863 15.8 % 7,440 2.8 % Marketing expenses 47,695 2.9 % 45,872 2.7 % 1,823 4.0 % Pre-opening costs 3,411 0.2 % 4,120 0.2 % (709) -17.2 % Other (income)/expenses, net (3,967) -0.2 % 10,378 0.6 % (14,345) -138.2 % Depreciation and amortization expense 133,597 8.0 % 125,894 7.5 % 7,703 6.1 % Operating (loss)/income (8,735) -0.5 % 13,145 0.8 % (21,880) -166.5 % Interest expense, net 60,066 3.6 % 50,341 3.0 % 9,725 19.3 % Gain on divestiture of Insomnia Cookies (90,455) -5.4 % — — % (90,455) -100.0 % Other non-operating expense, net 1,885 0.1 % 3,798 0.2 % (1,913) -50.4 % Income/(loss) before income taxes 19,769 1.2 % (40,994) -2.4 % 60,763 148.2 % Income tax expense/(benefit) 15,954 1.0 % (4,347) -0.3 % 20,301 467.0 % Net income/(loss) 3,815 0.2 % (36,647) -2.2 % 40,462 110.4 % Net income attributable to noncontrolling interest 720 — % 1,278 0.1 % (558) -43.7 % Net income/(loss) attributable to Krispy Kreme, Inc. $ 3,095 0.2 % $ (37,925) -2.2 % $ 41,020 108.2 % 45 Table of Contents The following table presents a further breakdown of total net revenue and organic revenue growth by segment for the periods indicated: (in thousands, except percentages) U.S.
Fiscal Year ended December 28, 2025 compared to the Fiscal Year ended December 29, 2024 The following table presents our audited consolidated results of operations for fiscal 2025 and fiscal 2024: Fiscal Years Ended December 28, 2025 (52 weeks) December 29, 2024 (52 weeks) Change (in thousands, except percentages) Amount % of Revenue Amount % of Revenue $ % Net revenues Product sales $ 1,486,120 97.6 % $ 1,627,778 97.7 % $ (141,658) -8.7 % Royalties and other revenues 36,496 2.4 % 37,619 2.3 % (1,123) -3.0 % Total net revenues 1,522,616 100.0 % 1,665,397 100.0 % (142,781) -8.6 % Product and distribution costs 372,567 24.5 % 409,177 24.6 % (36,610) -8.9 % Operating expenses 799,024 52.5 % 809,916 48.6 % (10,892) -1.3 % Selling, general and administrative expense 226,270 14.9 % 274,303 16.5 % (48,033) -17.5 % Marketing expenses 45,073 3.0 % 47,695 2.9 % (2,622) -5.5 % Pre-opening costs 3,576 0.2 % 3,411 0.2 % 165 4.8 % Goodwill and other asset impairments 432,422 28.4 % 4,464 0.3 % 427,958 nm Other income, net (24,120) -1.6 % (8,431) -0.5 % (15,689) 186.1 % Depreciation and amortization expense 137,074 9.0 % 133,597 8.0 % 3,477 2.6 % Operating loss (469,270) -30.8 % (8,735) -0.5 % (460,535) nm Interest expense, net 65,795 4.3 % 60,066 3.6 % 5,729 9.5 % Loss/(gain) on divestiture of Insomnia Cookies 11,501 0.8 % (90,455) -5.4 % 101,956 -100.0 % Other non-operating (income)/expense, net (1,967) -0.1 % 1,885 0.1 % (3,852) -204.4 % (Loss)/income before income taxes (544,599) -35.8 % 19,769 1.2 % (564,368) nm Income tax (benefit)/expense (20,820) -1.4 % 15,954 1.0 % (36,774) -230.5 % Net (loss)/income (523,779) -34.4 % 3,815 0.2 % (527,594) nm Net (loss)/income attributable to noncontrolling interest (8,012) -0.5 % 720 — % (8,732) nm Net (loss)/income attributable to Krispy Kreme, Inc. $ (515,767) -33.9 % $ 3,095 0.2 % $ (518,862) nm 51 Table of Contents The following table presents a further breakdown of total net revenue and organic revenue growth by segment for the periods indicated: (in thousands, except percentages) U.S.
Market Development segment Adjusted EBITDA increased $4.9 million, or 11.5%, with margin expansion of 780 basis points to 54.7% from fiscal 2023 to fiscal 2024, driven mainly by savings in SG&A and the continued expansion of our international franchise business. 48 Table of Contents Capital Resources and Liquidity Our principal sources of liquidity to date have included cash from operating activities, cash on hand, amounts available under our credit facility, commercial trade financing including our structured payables programs, and proceeds from the divestiture of Insomnia Cookies.
Corporate expenses within Adjusted EBIT increased $6.5 million, or 9.3%, and corporate expenses within Adjusted EBITDA increased $8.7 million, or 15.0%, primarily reflecting a reduction in costs allocated to the business segments following the centralization of certain overhead functions. 54 Table of Contents Capital Resources and Liquidity Our principal sources of liquidity to date have included cash from operating activities, cash on hand, amounts available under our credit facility, commercial trade financing including our structured payables programs, and proceeds from strategic transactions such as the divestiture of Insomnia Cookies.
(5) Includes lease termination costs, impairment charges, and loss on disposal of property, plant and equipment. (6) Fiscal 2024 consists primarily of costs associated with the restructuring of the U.S. and U.K. executive teams.
(4) Consists of start-up costs associated with entry into new countries in which the Company has not previously operated, including Brazil and Spain. 48 Table of Contents (5) Includes lease termination costs, impairment charges, and loss on disposal of property, plant and equipment. (6) Fiscal 2025 consists primarily of costs associated with restructuring of the U.S. and U.K. businesses.
We did not have any impairment charges of indefinite-lived intangible assets during any of the periods presented, and we do not anticipate incurring significant impairment charges in the next 12 months. 53 Table of Contents Impairment of Long-Lived Assets We evaluate property and equipment, lease right of use assets, and other definite lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable.
Impairment of Long-Lived Assets We evaluate property and equipment, lease right of use assets, and other definite lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. Expected cash flows associated with an asset are the key factor in determining the recoverability of the asset.
The following table presents a summary of our financial results for the periods presented: Fiscal Years Ended (in thousands, except percentages) December 29, 2024 (52 weeks) December 31, 2023 (52 weeks) % Change Net Revenues (1) $ 1,665,397 $ 1,686,104 -1.2 % Net Income/(Loss) Attributable to Krispy Kreme, Inc. 3,095 (37,925) 108.2 % Adjusted Net Income, Diluted (2) 19,170 46,182 -58.5 % Adjusted EBITDA (2) 193,528 211,624 -8.6 % Adjusted EBIT (2) 90,228 115,103 -21.6 % (1) We generated 5.0% organic revenue growth in fiscal 2024.
The following table presents a summary of our financial results for the periods presented: Fiscal Years Ended (in thousands, except percentages) December 28, 2025 (52 weeks) December 29, 2024 (52 weeks) % Change Net Revenues (1) $ 1,522,616 $ 1,665,397 -8.6 % Net (Loss)/Income (2) (523,779) 3,815 nm Net (Loss)/Income Attributable to Krispy Kreme, Inc.
Fiscal 2023 and 2022 consist primarily of costs associated with restructuring of the global executive team. 42 Table of Contents (7) Consists of a gain related to the remeasurement of the equity method investments in KremeWorks USA, LLC and KremeWorks Canada, L.P. to fair value immediately prior to the acquisition of the shops.
(7) Consists of a gain related to the remeasurement of the equity method investments in KremeWorks USA, LLC and KremeWorks Canada, L.P. to fair value immediately prior to the acquisition of the shops. Refer to Note 3 , Acquisitions and Divestitures, to the audited Consolidated Financial Statements for more information.
New Accounting Pronouncements Refer to Note 1 , Description of Business and Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for a detailed description of recent accounting pronouncements. 54 Table of Contents
For the fiscal year ended December 29, 2024 the Company recorded a net gain on lease termination of $0.1 million. New Accounting Pronouncements Refer to Note 1 , Description of Business and Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements for a detailed description of recent accounting pronouncements. 60 Table of Contents
International segment Adjusted EBITDA decreased $5.8 million, or 6.0%, with margin decline of approximately 220 basis points to 17.5% from fiscal 2023 to fiscal 2024, as lower transaction volume continued to impact operating leverage for the International equity markets.
The Adjusted EBITDA margin declined 200 basis points to 15.5% in fiscal 2025 compared to fiscal 2024, as lower transaction volume continued to impact operating leverage for the International equity markets, particularly the U.K.
Our purpose of touching and enhancing lives through the joy that is Krispy Kreme guides how we operate every day. We operate and report financial information on a 52 or 53-week fiscal year ending on the Sunday closest to December 31. Fiscal year 2024 reflects our results of operations for the 52-week period ended December 29, 2024.
For more information, see the section of this Annual Report titled “Cautionary Note Regarding Forward-Looking Statements.” Overview We operate and report financial information on a 52 or 53-week fiscal year ending on the Sunday closest to December 31. Fiscal 2025 reflects our results of operations for the 52-week period ended December 28, 2025.
We also expect to invest in new shop openings and new market penetration within the U.S. and internationally. Total capital expenditures for fiscal 2025 are expected to be between 6% and 7% of net revenues, as we continue to deploy the capital-efficient Hub and Spoke model globally.
Total capital expenditures for fiscal 2026 are expected to be between $50.0 million and $60.0 million, as we continue to deploy the capital-efficient Hub and Spoke model globally.
For the fiscal years 2024, 2023, and 2022, there were no goodwill impairment charges.
The estimated fair value of each reporting unit exceeded its carrying value and, therefore, no additional impairment was recorded. For the fiscal years 2024 and 2023, there were no goodwill impairment charges.
We continue to own 34.7% of Insomnia Cookies and account for our investment using the equity method. 37 Table of Contents Key Performance Indicators and Non-GAAP Measures We monitor the key business metrics and non-GAAP metrics set forth below to help us evaluate our business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies.
The revisions do not affect the Company’s previously reported operating results, cash flows, or financial condition apart from the reclassification within the equity section of the balance sheet and the required redemption value accretion recognized in fiscal 2025. 43 Table of Contents Key Performance Indicators and Non-GAAP Measures We monitor the key business metrics and non-GAAP metrics set forth below to help us evaluate our business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies.
As we further extend the Hub and Spoke model into existing and new markets around the world, we expect to see our Sales per Hub grow. 44 Table of Contents Results of Operations The following comparisons are historical results and are not indicative of future results which could differ materially from the historical financial information presented.
In fiscal 2025, we generated Systemwide Sales of $1.96 billion. 50 Table of Contents Results of Operations The following comparisons are historical results and are not indicative of future results which could differ materially from the historical financial information presented.
Cash provided by operations remained consistent primarily due to less operating income generated in fiscal 2024 compared to fiscal 2023 and the impact of our receipt of $7.7 million in cash proceeds from the settlement of interest rate swap derivative contracts in fiscal 2023, offset by net increases in cash flows in fiscal 2024 related to changes in operating assets and liabilities, primarily accounts payable.
Cash provided by operations declined primarily due to a larger operating loss in fiscal 2025 compared to fiscal 2024 and the impact of our receipt of $7.7 million in cash proceeds from the settlement of interest rate swap derivative contracts in fiscal 2024, partially offset by the intentional paydown of obligations due under our SCF programs (discussed in Note 8 , Vendor Finance Programs, to the audited Consolidated Financial Statements) in fiscal 2024.
As a percentage of revenue, SG&A increased by approximately 70 basis points, from 15.8% in fiscal 2023 to 16.5% in fiscal 2024, primarily driven by increased share-based compensation expense of $11.0 million, increased employee termination benefits of $8.9 million, and $8.2 million related to preparing for and executing the divestiture of Insomnia Cookies, partially offset by lower employee cash incentive compensation of $15.4 million and cost control initiatives in fiscal 2024.
As a percentage of revenue, SG&A decreased by 160 basis points, from 16.5% in fiscal 2024 to 14.9% in fiscal 2025, primarily driven by lower employee costs and share-based compensation expenses related to restructuring initiatives.
Interest expense, net: Interest expense, net increased $9.7 million, or 19.3%, from fiscal 2023 to fiscal 2024. The increase was primarily driven by a higher average debt balance in fiscal 2024 and also includes a $3.0 million impact from the maturity of our prior interest rate swap agreements in the second quarter of fiscal 2024.
Interest expense, net: Interest expense, net increased $5.7 million, or 9.5%, from fiscal 2024 to fiscal 2025, primarily driven by higher finance lease interest expense and a higher average debt balance. Loss/(gain) on divestiture of Insomnia Cookies: In the third quarter of fiscal 2024, we sold our controlling interest in Insomnia Cookies in exchange for cash proceeds.
U.S. segment Adjusted EBITDA decreased $18.2 million, or 13.9%, impacted by $4.7 million related to the divestiture of Insomnia Cookies in the third quarter of fiscal 2024.
U.S. segment Adjusted EBIT decreased $36.2 million, or 69.2%, and Adjusted EBITDA decreased $33.1 million, or 29.4%. Of these decreases, $15.8 million of the reduction was associated with the divestiture of a controlling interest in Insomnia Cookies in the third quarter of fiscal 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe have undertaken efforts to effectively manage inflationary cost increases through rapid inventory turnover and reduced inventory waste, increased focus on resiliency of our supply chains, and an ability to adjust pricing of our products.
Biggest changeThroughout fiscal 2025, we continued to experience headwinds from commodity inflation globally. We have undertaken efforts to effectively manage inflationary cost increases through rapid inventory turnover and reduced inventory waste, and increased focus on resiliency of our supply chains.
From time to time, we engage in foreign currency exchange and credit transactions with our non-U.S. subsidiaries, which we typically hedge. To date, the impact of such transactions, including the cost of hedging, has not been material. We do not engage in foreign currency or hedging transactions for speculative purposes. 55 Table of Contents
From time to time, we engage in foreign currency exchange and credit transactions with our non-U.S. subsidiaries, which we typically hedge. To date, the impact of such transactions, including the cost of hedging, has not been material. We do not engage in foreign currency or hedging transactions for speculative purposes. 61 Table of Contents
A substantial majority of these revenues, or approximately $519.1 million through the fiscal year ended December 29, 2024, were attributable to subsidiaries whose functional currencies are the Canadian dollar, the British pound sterling, the Euro, the Australian dollar, the New Zealand dollar, the Mexican peso, and the Japanese yen.
A substantial majority of these revenues, or $535.1 million through the fiscal year ended December 28, 2025, were attributable to subsidiaries whose functional currencies are the Canadian dollar, the British pound sterling, the Euro, the Australian dollar, the New Zealand dollar, the Mexican peso, and the Japanese yen.
Based on the $324.5 million of unhedged debt outstanding as of December 29, 2024, a 100 basis point increase or decrease in the one-month SOFR would result in a $3.2 million increase or decrease, respectively, in interest expense for a 12-month period, based on the daily average of the one-month SOFR for the fiscal year ended December 29, 2024.
Based on the $352.8 million of unhedged debt outstanding as of December 28, 2025, a 100 basis point increase or decrease in the one-month SOFR would result in a $3.5 million increase or decrease, respectively, in interest expense for a 12-month period, based on the daily average of the one-month SOFR for the fiscal year ended December 28, 2025.
To mitigate the impact of changes in SOFR on interest expense for a portion of our variable rate debt, we have entered into interest rate swaps on $500.0 million notional of our $824.5 million of outstanding debt under the 2023 Facility and short-term lines of credit as of December 29, 2024, which we account for as cash flow hedges.
To mitigate the impact of changes in SOFR on interest expense for a portion of our variable rate debt, we have entered into interest rate swaps on $550.0 million notional of our $902.8 million of outstanding debt under the 2023 Facility and short-term lines of credit as of December 28, 2025, which we account for as cash flow hedges.
Foreign Currency Risk We are exposed to foreign currency translation risk on the operations of our subsidiaries that have functional currencies other than the U.S. dollar, whose revenues accounted for approximately 31% of our total net revenues through the fiscal year ended December 29, 2024.
Foreign Currency Exchange Rate Risk We are exposed to foreign currency exchange rate risk on the operations of our subsidiaries that have functional currencies other than the U.S. dollar, whose revenues accounted for approximately 35% of our total net revenues through the fiscal year ended December 28, 2025.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Effects of Changing Prices – Inflation We are exposed to the effects of commodity price fluctuations in the cost of ingredients of our products, of which flour, sugar and shortening are the most significant. Throughout fiscal 2024, we continued to experience headwinds from commodity inflation globally.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Effects of Changing Prices We are exposed to the effects of commodity price fluctuations in the cost of ingredients of our products, of which flour, sugar and shortening are the most significant.
A 10% increase or decrease in the average fiscal 2024 exchange rate of any of these currencies against the U.S. dollar would have resulted in a decrease or increase, respectively, of approximately $51.9 million in our total net revenues through the fiscal year ended December 29, 2024.
A 10% increase or decrease in the average exchange rate of these currencies against the U.S. dollar would have resulted in a decrease or increase, respectively, of $53.5 million in our total net revenues through the fiscal year ended December 28, 2025.
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These costs are subject to fluctuations due to a number of factors, including, but not limited to, market conditions, economic and geopolitical uncertainty, demand for raw materials, weather, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), armed hostilities, and other factors beyond our control.

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