Krispy Kreme, Inc.
For the period ended Dec 28, 2025. Filed Mar 6, 2026.
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FY2025 · Filed Mar 6, 2026
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Item 9A. Controls and Procedures
Disclosure Controls and Procedures
In connection with the preparation of this Annual Report, an evaluation was conducted by the Company’s management, with participation of our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 28, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. Based on that evaluation, the Company’s management concluded that our disclosure controls and procedures were effective as of December 28, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management has assessed the effectiveness of our internal control over financial reporting as of December 28, 2025 based on the framework and criteria established in Internal Control — Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that our internal control over financial reporting was effective as of December 28, 2025.
Remediation of the Previously Disclosed Material Weakness in the Non-Routine Goodwill Impairment Assessment
As previously disclosed in Item 4 of Part I of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2025 (the “2025 Q2 10-Q”), a material weakness was identified related to the review of significant inputs and assumptions utilized in the goodwill impairment assessment performed outside of management’s routine annual assessment. Specifically, the control activities were not executed at the appropriate level of precision to prevent or detect a material misstatement. Primarily in the fourth quarter of fiscal 2025, management implemented a series of measures designed to (i) enhance the level of precision of the review of goodwill impairment assessments utilizing additional resources, and (ii) improve the supporting documentation related to reviews of significant inputs and assumptions associated with the Company’s goodwill impairment assessments, which included:
Engaging an independent, qualified valuation specialist with significant experience in the valuation of intangible assets and reporting units to assist management in performing the annual and interim goodwill impairment assessments.
Implementing several robust management review controls, including evaluation of the valuation specialist, review and approval over key assumptions used in the impairment analysis, such as forecasts, discount rates, revenue growth projections, terminal value assumptions, and market comparables and review of the valuation methodology and source data.
These actions have been in place for a sufficient period of time, and management has performed adequate testing to conclude that these controls are operating effectively. As a result, management has concluded that this material weakness has been remediated.
Remediation of the Previously Disclosed Material Weakness in System Controls
As previously disclosed in the 2025 Q2 10-Q, management concluded that the material weakness in internal control over financial reporting related to access that could enable the creation of journal entries without review and approval, which was disclosed in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 29, 2024, was remediated as of June 29, 2025. Management designed and implemented during the second quarter of fiscal 2025 additional and enhanced controls to prevent and detect access that could enable the creation of journal entries without review and approval. In addition, management implemented certain system controls to enable proper segregation of duties related to journal entry data and processes, and expects to continue to enhance system controls to strengthen our control environment. These actions were in place for a sufficient period of time, and management performed adequate testing to conclude that these controls are operating effectively.
Changes in Internal Controls over Financial Reporting
Except as discussed above related to remediation of the material weakness in the non-routine goodwill impairment assessment, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the fiscal quarter ended December 28, 2025.
Attestation of Independent Registered Public Accounting Firm
Our independent registered public accounting firm, Grant Thornton LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Item 8 of Part II of this Annual Report.
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