Mondelez International, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

2026 PROXY STATEMENT | 1

LETTER FROM OUR CHAIR AND CHIEF

EXECUTIVE OFFICER

Dirk Van de Put

Chair and Chief Executive Officer

Dear Fellow Shareholders,

2025 was a year of strength and transition for Mondelēz International. Amid

a challenging backdrop, with historic volatility in cocoa markets and uneven

consumer confidence, we delivered solid net revenue growth, durable gross

profit dollar generation and strong free cash flow. We also continued to

return meaningful capital to our shareholders through dividends and share

repurchases. These results reflect the resilience of our categories, the

strength of our brands, and the discipline of our execution.

We exited 2025 as a structurally stronger company, positioning us well on

our path to reaccelerate growth and consistently deliver our long-term

growth algorithm.

Snacking remains deeply embedded in daily life. Consumers snack more

than three times per day globally, and our core categories continue to grow

faster than broader food. We hold the #1 global position in biscuits and with

a strong #2 position in chocolate, with meaningful headroom across cakes

and pastries and snack bars. Core snacks are expected to grow steadily

over the next five years, supported by stable per capita consumption and

continued value expansion.

Our revenue mix has increasingly shifted toward these core categories, and we expect them to comprise 90% of

revenues by 2030. Combined with our global footprint and local-first operating model, this focus creates a scalable and

resilient growth system.

Emerging markets are now a scaled engine of growth, not a future option. Approximately 40% of our revenue comes

from these markets, where we have delivered double-digit organic net revenue growth over the past five years. China,

India, Brazil, and Mexico represent nearly half of our emerging markets revenue and continue to offer substantial

runway through distribution expansion, affordability-focused price pack architecture, and locally relevant innovation. We

remain confident that emerging markets will continue to deliver sustainable, volume-led growth over the long term.

In developed markets, our focus is equally clear: improve execution and restore consistent volume momentum. In North

America, we have launched a multi-year supply chain modernization program designed to enhance flexibility, optimize

costs, and improve service beginning in 2027. We are increasing working media investments, expanding distribution in

under-indexed channels, and refining our price pack architecture to meet evolving consumer needs. While the

environment remains competitive, penetration of our brands is stable, and we are confident in our ability to strengthen

performance over time.

In Europe, our chocolate business navigated an unprecedented cocoa cycle. Despite significant pricing actions,

category fundamentals remain attractive, supported by strong brand loyalty and historically moderate elasticity. As

cocoa markets stabilize, we are refining price points, expanding premium offerings, accelerating innovation, and

strengthening supply chain resilience. We believe these actions position Europe for recovery and renewed growth.

Cocoa volatility was the defining challenge of 2025. We addressed it through disciplined pricing, structural supply chain

actions, and focused reinvestment. We are expanding sourcing beyond West Africa, supporting improved agronomy

practices and large-scale farming, and investing in alternative technologies, including cell-cultured and fermented

cocoa. As cocoa fundamentals normalize, we expect improved margin dynamics and stronger earnings growth

beginning in 2027, while continuing to invest appropriately behind our brands.

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LETTER FROM OUR CHAIR AND CHIEF EXECUTIVE OFFICER

To further elevate execution in this dynamic environment, we appointed Luca Zaramella as Chief Operating Officer,

overseeing our commercial operations across all four geographic regions, as well as our corporate sales, marketing,

and supply chain functions. In the near term, Luca also remains in his role as Chief Financial Officer, while we search

for a new leader to fulfill that role. Luca is a strong operational and financial leader with deep knowledge of our

business and a consistent record of driving results. His expanded role is designed to sharpen accountability, accelerate

decision-making, and raise the bar on operational excellence across the enterprise. I am confident that this structure

will further strengthen our execution and accelerate our performance as we realize the promise of our growth agenda.

Across the Company, our competitive advantages continue to compound. Our iconic brands demonstrate strong and

growing consumer equity. Our localized supply chains and route to market capabilities enable speed and agility. Our

category-focused research and development fuels innovation. And our engaged culture, grounded in a growth mindset

and local accountability, supports consistent performance.

These advantages underpin our long-term growth algorithm aspiration of 3% to 5% organic net revenue growth, high

single-digit adjusted EPS growth, and more than $3 billion in free cash flow. We remain committed to disciplined capital

allocation, balancing reinvestment in the business, targeted bolt-on acquisitions, and meaningful returns of capital

to shareholders.

While volatility may persist in the near term, our fundamentals are strong. We operate in attractive and resilient

categories, supported by leading brands, a diversified geographic footprint, and strengthened operational leadership.

We are confident in our strategy, confident in our team, and confident in our ability to deliver sustainable,

long-term value.

On behalf of our approximately 91,000 colleagues around the world, thank you for your continued trust and investment

in Mondelēz International.

Sincerely,

Dirk Van de Put

Chair and Chief Executive Officer

2026 PROXY STATEMENT | 3

LETTER FROM OUR LEAD

INDEPENDENT DIRECTOR

Patrick T. Siewert

Lead Independent Director

“We recognize that

when you invest in

Mondelēz International,

you place your trust in the

Board, the management

team, and the Company.

We deeply value that trust

and remain committed to

providing independent

oversight, sound

governance, and long-

term value creation for

our shareholders.”

Dear Fellow Shareholders,

As we reflect on 2025 and look ahead, I am pleased to share the Board’s

continued focus on advancing Mondelēz International’s long-term growth

strategy and upholding strong governance practices. The progress the

Company has achieved amid a dynamic and, at times, volatile operating

environment reinforces our confidence in the path we have charted.

During 2025, the Company navigated historic volatility in cocoa markets and

evolving consumer demand patterns across several regions. Throughout this

period, the Board remained closely engaged with Chair and Chief Executive

Officer Dirk Van de Put and the broader executive leadership team as they

executed the Company’s strategy. We reviewed business plans, margin

dynamics, capital allocation priorities, and supply chain resilience initiatives,

while maintaining our focus on restoring consistent volume momentum in

developed markets and sustaining strong growth across emerging markets.

The Board continues to support management’s disciplined execution on our

path to consistently deliver our long-term growth algorithm aspiration and

Vision 2030 priorities. We remain committed to providing independent,

strategic oversight of the Company’s operations and helping ensure

that robust governance practices remain at the foundation of our

decision-making. Independent directors meet regularly in executive

sessions, and we maintain active oversight across strategy, risk

management, succession planning, and executive compensation.

Board composition and refreshment remain priorities. Our directors

collectively bring deep global consumer, financial, operational, and

governance expertise. We believe this breadth of experience positions us

well to guide the Company as it navigates an evolving global landscape.

At our 2026 Annual Meeting, we will ask shareholders to elect a highly

qualified slate of director nominees whose skills and experience align

with the Company’s strategy and global footprint.

Leadership development is also a key area of the Board’s focus. During the

year, we appointed Luca Zaramella to serve as Chief Operating Officer.

This decision reflects the Board’s confidence in Luca’s operational and

financial leadership and our commitment to supporting strong execution as

the Company advances its growth agenda.

Sustainability initiatives continue to be a driver of long-term value creation. The Board oversees progress against the

Sustainability pillar of Vision 2030, including responsible sourcing initiatives and efforts to enhance supply chain

resilience and promote human rights across the value chain. We believe these actions are integral to maintaining

the strength of our brands, supporting the communities in which we operate, and creating long-term value.

We recognize that when you invest in Mondelēz International, you place your trust in the Board, the management team,

and the Company. We deeply value that trust and remain committed to providing independent oversight, sound

governance, and long-term value creation for our shareholders. As we have in years past, we regularly engaged

with shareholders in 2025 to seek their input on emerging issues, address their questions, and understand

their perspectives.

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LETTER FROM OUR LEAD INDEPENDENT DIRECTOR

On behalf of the Board of Directors, thank you for your continued investment in Mondelēz International. We encourage

you to review this proxy statement and vote your shares in alignment with the Board’s recommendations.

Sincerely,

Patrick T. Siewert

Lead Independent Director

2026 PROXY STATEMENT | 5

NOTICE OF 2026 ANNUAL MEETING

OF SHAREHOLDERS

5 WHO MAY VOTE:

WHO MAY VOTE:

Shareholders of record of Mondelēz International Class A Common Stock at the close of business on March 11, 2026,

are entitled to vote at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”).

DATE OF DISTRIBUTION:

On or about April 3, 2026, we distributed the Notice of Internet Availability of Proxy Materials and made available

electronically the Proxy Statement, Proxy Card, and Annual Report on Form 10-K for the year ended December 31,

2025 (the “2025 Form 10-K”) online atwww.proxydocs.com/MDLZ.

FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS:

The Board of Directors (the “Board”) has determined that we will hold a virtual Annual Meeting via webcast. We have

designed the format of the Annual Meeting so that shareholders have the same rights and opportunities as they would

have at a physical meeting for meaningful engagement with the Company.

Access to the Webcast of the Annual Meeting: Only shareholders of record and beneficial owners of shares of our

Common Stock as of the close of business on March 11, 2026, the record date, may attend and participate in the

Annual Meeting, including voting and asking questions during the virtual Annual Meeting.

To attend the Annual Meeting, you must register atwww.proxydocs.com/MDLZ. Upon completing your registration,

you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting

and to vote and submit questions during the Annual Meeting.

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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

As part of the registration process, you must enter the control number located on your proxy card, voting instruction

form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank,

or other nominee, you will also need to provide the registered name on your account and the name of your broker,

bank, or other nominee as part of the registration process.

On the day of the Annual Meeting, May 20, 2026, shareholders may begin to log in to the virtual Annual Meeting

15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. CDT.

Should you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting or

submitting questions, we will have technicians ready to assist you. You may call the technical support number that will

be posted in your instructional email.

A recording of the Annual Meeting will be available following the meeting in the investor relations section of our website

atwww.mondelezinternational.com.

On behalf of our Board of Directors, management, and employees, thank you for your continued support.

Laura Stein

Executive Vice President, Corporate & Legal Affairs,

General Counsel, and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD ON MAY 20, 2026

Mondelēz International, Inc.’s Proxy Statement and 2025 Form 10-K are available atwww.proxydocs.com/MDLZ.

2026 PROXY STATEMENT | 7

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than

statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including

any projections of earnings, revenue, or other financial items; any statements of the plans, strategies, and objectives of

management; any statements regarding our sustainability strategies, goals, and initiatives; any statements regarding

future economic conditions or performance; any statements of belief or expectation; and any statements of

assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among

others, the words, and variations of words, “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,”

“likely,” “estimate,” “anticipate,” “objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” “potential,” “commitment,”

“outlook,” “continue,” or any other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual

results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements.

Our future financial condition and results of operations, as well as any forward-looking statements, are subject to

change and to inherent risks and uncertainties, many of which are beyond our control and are amplified by ongoing

macroeconomic volatility and uncertainty, including current and potential trade and tariff actions affecting countries

where we operate. Please see our risk factors, as they may be amended from time to time, set forth in our filings with

the U.S. Securities and Exchange Commission (“SEC”), including our most recently filed Annual Report on Form 10-K

and subsequent Quarterly Reports on Form 10-Q. There may be other factors not presently known to us or which we

currently consider to be immaterial that could cause our actual results to differ materially from those projected in any

forward-looking statements we make. We disclaim and do not undertake any obligation to update or revise any

forward-looking statement in this report except as required by applicable law or regulation.

The sustainability information included in, and any sustainability issues identified as material for purposes of, this

document may not be considered material for SEC reporting purposes. In the context of this disclosure, the term

“material” for sustainability matters is distinct from, and should not be confused with, such term as defined for SEC

reporting purposes. Website references throughout this proxy statement are provided for convenience only, and the

content on the referenced websites is not incorporated by reference into this proxy statement. In addition, historical,

current, and forward-looking sustainability-related statements may be based on standards for measuring progress that

are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change

in the future.

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TABLE OF CONTENTS

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