Krispy Kreme, Inc.

Note 3 —Acquisitions and Divestitures

2026 Acquisitions and Divestitures

Equity Method Investments

During the second quarter of 2026, the Company acquired the remaining equity interest in Krispy Kreme France, increasing its ownership from 33.0% to 100%. Prior to the acquisition, the Company accounted for its investment in Krispy Kreme France under the equity method. The Company-owned operations in France remain presented in the Company’s Market Development segment as management evaluates strategic alternatives for the France business. As a result of the transaction, Krispy Kreme France is now fully consolidated. The acquisition was not material to the Company's consolidated financial statements. Accordingly, the disclosures otherwise required by ASC 805, including pro forma results of operations, have been omitted.

W.K.S. Krispy Kreme and Awesome Doughnut

On March 23, 2026 (the “Effective Date”), Krispy Kreme, Inc., through its wholly owned subsidiaries, Awesome Doughnut, LLC (“Awesome Doughnut”) and Krispy Kreme Doughnut Corporation (“KKDC”), completed transactions with its joint venture partner, WKS Restaurant Group (“WKS”), as a result of which: (i) WKS’s indirect ownership stake in the Company’s Western U.S. joint venture, W.K.S. Krispy Kreme, increased from 45% to 80%; and (ii) KKDC’s ownership stake in W.K.S. Krispy Kreme decreased from 55% to 20% (the “WKS Refranchising”). The WKS Refranchising included the following principal components:

•Awesome Doughnut entered into an Asset Purchase Agreement (the “APA”) with W.K.S. KK HoldCo, Inc., an affiliate of WKS (“WKS Holdco”), pursuant to which WKS Holdco acquired, as of the Effective Date, substantially all of the franchise rights, operating assets, equipment, personal property, vehicles, goodwill, and business of the Awesome Doughnut-owned and operated Krispy Kreme shops in California (collectively, the “California Assets”) from Awesome Doughnut for an aggregate purchase price of $40.4 million, paid through delivery of a promissory note issued by WKS Holdco, as borrower, payable to Awesome Doughnut, as lender (“Seller Note”). The Seller Note bears interest at a rate of five percent (5%) per annum, payable quarterly in cash or in-kind at the option of the borrower. The Seller Note matures on March 22, 2032, and allows for prepayment without penalty. The Seller Note is secured by a pledge agreement between WKS Holdco and Awesome Doughnut, pursuant to which WKS Holdco pledged its equity interests in W.K.S. Krispy Kreme and other securities, as collateral. The Seller Note is subordinate to the new debt financing obtained by W.K.S. Krispy Kreme described below.

•WKS Holdco contributed the California Assets and $13 million in cash to W.K.S. Krispy Kreme, in exchange for equity interests in W.K.S. Krispy Kreme. In addition, KKDC contributed the franchise rights, operating assets, equipment, personal property, vehicles, goodwill, and business of the Company-owned and operated Krispy Kreme shop in Hawaii (the “Hawaii Assets”) to W.K.S. Krispy Kreme, in exchange for equity interests in W.K.S. Krispy Kreme, pursuant to a Contribution and Exchange Agreement, dated as of the Effective Date, by and between KKDC and the JV. Following the foregoing contributions, WKS’s ownership stake in W.K.S. Krispy Kreme through its affiliate increased to 80% and KKDC’s ownership percentage decreased to 20%. As part of the WKS Refranchising, utilizing in part the proceeds of new debt financing obtained by W.K.S. Krispy Kreme, W.K.S. Krispy Kreme repaid in cash to KKDC the approximately $53.5 million balance of existing intercompany debt owed to KKDC by W.K.S. Krispy Kreme.

As a result of KKDC’s ownership interest decreasing to 20%, KKI deconsolidated W.K.S. Krispy Kreme from the Company’s Condensed Consolidated Financial Statements and recorded a loss on divestiture of $33.8 million (gross of income taxes) which is included within Gain on refranchising in the Condensed Consolidated Statements of Operations. The loss on divestiture was recognized upon the deconsolidation of W.K.S. Krispy Kreme on March 23, 2026. Accordingly, the following table reflects the calculation of the one-time loss recognized as of the transaction date and is not presented for the first two quarters of 2026. The loss recognized was calculated as follows:

(1)The net book value of W.K.S. Krispy Kreme represents the carrying value of the net assets contributed by Krispy Kreme, Inc. in exchange for the consideration transferred and is presented net of the redeemable noncontrolling interest described in the table above. The gross carrying value of W.K.S. Krispy Kreme’s net assets, before giving effect to the redeemable noncontrolling interest, was approximately $145 million.

The Company’s 20% ownership in W.K.S. Krispy Kreme consists of common and preferred shares of W.K.S. Krispy Kreme. The Company does not have a controlling interest but does exercise significant influence. As such, the Company accounts for this investment under the equity method of accounting in accordance with ASC 323 for the common shares owned. The Company’s preferred shares were determined not to be in-substance common stock, and as such are not eligible for the equity method of accounting under ASC 323. These preferred shares are instead accounted for as an equity security in accordance with ASC 321. Equity investments are included within Other assets on the Condensed Consolidated Balance Sheets.

Concurrently with the WKS Refranchising, the Company and W.K.S. Krispy Kreme entered into asix-year consulting agreement, effective March 23, 2026, under which the Company will provide strategic advisory services to the joint venture, including governance and strategy support, brand and market advisory, operational and risk advisory, and transitional back-office support services.

Divestiture of Krispy Kreme Japan

On March 2, 2026, the Company completed the sale of 100% of its equity interests in Krispy Kreme Japan for gross cash proceeds of $69.3 million. Krispy Kreme Japan was a previously consolidated entity, and KKI recognized a gain on divestiture of $42.4 million (gross of income taxes) which is included within Gain on refranchising in the Condensed Consolidated Statements of Operations.

2025 Acquisitions and Divestitures

Equity Method Investments

In the quarter ended June 29, 2025, the Company invested approximately $2.1 million in cash to maintain a 45.0% noncontrolling ownership interest in Krispy Kreme Doughnuts Brasil S.A. (“KK Brazil”). As the Company has the ability to exercise significant influence over KK Brazil, but does not have the ability to exercise control, the investment is accounted for using the equity method, and equity method earnings are recognized within Other income, net in the Condensed Consolidated Statements of Operations.

Divestiture of Insomnia Cookies

In the quarter ended June 29, 2025, the Company sold the remainder of its ownership interest in Insomnia Cookies Holdings, LLC (“Insomnia Cookies”) for aggregate cash proceeds of $75.0 million. Insomnia Cookies was previously accounted for using the equity method, and the Company recognized a loss on divestiture of $11.5 million (gross of income taxes) which is included within Loss on divestiture of Insomnia Cookies in the Condensed Consolidated Statements of Operations.

Note 4 —Inventories

The components of Inventories are as follows:

Note 5 —Goodwill and Other Intangible Assets, net

Goodwill, net

Changes in the carrying amount of goodwill by reportable segment are as follows:

(1)Refer to Note 3, Acquisitions and Divestitures, for more information on the impact of refranchising.

Other Intangible Assets, net

Other intangible assets consist of the following:

(1)Reacquired franchise rights include the impact of foreign currency fluctuations associated with the respective countries.

(2)Refer to Note 3, Acquisitions and Divestitures, for more information on the impact of refranchising.

Amortization expense related to intangible assets included in Depreciation and amortization expense was $6.2 million and $14.0 million for the quarter and two quarters ended June 28, 2026, respectively, and $7.8 million and $15.5 million for the quarter and two quarters ended June 29, 2025, respectively.

Note 6 —Leases

The Company included the following amounts related to operating and finance lease assets and liabilities within the Condensed Consolidated Balance Sheets:

In connection with the WKS Refranchising, including the disposition of the California Assets and the Hawaii Assets, certain lease agreements associated with the transferred shops were assigned to W.K.S. Krispy Kreme. In instances where the Company was not relieved of its primary obligations under the original lease agreements, the Company accounts for these arrangements as subleases. Under ASC 842, the Company continues to recognize the operating lease liability and right-of-use asset for subleases that were determined to be operating leases. The Company derecognized right-of-use assets for subleases that were determined to be sales-type leases and recognized an immaterial investment in sublease and lease liability.

The Company remains contingently liable for lease payments in the event that W.K.S. Krispy Kreme defaults on the assigned lease obligations. The undiscounted maximum potential future payments under these lease arrangements were $12.4 million as of the balance sheet date. The Company has not recorded a liability for these guarantees as the likelihood of making future payments is not considered probable.

Refer to Note 3, Acquisitions and Divestitures, for more information on the impact of refranchising.

Lease costs were as follows:

Supplemental disclosures of cash flow information related to leases were as follows:

(1)Operating cash flows for operating leases include variable rent payments, which are not included in the measurement of lease liabilities. Variable rent payments were $12.0 million for the two quarters ended June 28, 2026 and $15.1 million for the two quarters ended June 29, 2025.

In the two quarters ended June 28, 2026, the Company recognized a net loss of $3.2 million included in Other expenses, net on the Condensed Consolidated Statement of Operations, primarily related to the impairment and termination of leases related to fleet assets.

During the two quarters ended June 29, 2025, the Company completed two sale-leaseback transactions involving building and land properties for total proceeds of $10.9 million. The leasebacks were classified as operating leases, allowing the transactions to qualify as sales under ASC 842. As a result, the Company recognized a gain on sale of $6.7 million in Other income, net.

Note 7 —Fair Value Measurements

The following table presents assets and liabilities that are measured at fair value on a recurring basis as of June 28, 2026 and December 28, 2025:

There were no assets or liabilities measured using Level 1 or Level 3 inputs and no transfers of financial assets or liabilities among the levels within the fair value hierarchy during the two quarters ended June 28, 2026 and fiscal year ended December 28, 2025. The Company’s derivatives are valued using discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates.

Note 8 —Derivative Instruments

Commodity Price Risk

The Company uses forward contracts to protect against the effects of commodity price fluctuations in the cost of ingredients of its products, of which flour, sugar, and shortening are the most significant, and the cost of gasoline used by its delivery vehicles. Management has not designated these forward contracts as hedges. As of June 28, 2026 and December 28, 2025, the total notional amount of these contracts was 0.7 million and 0.6 million gallons of fuel, respectively, and the Company recorded a liability of $0.2 million and an asset of less than $0.1 million, respectively. The contracts outstanding as of June 28, 2026 are scheduled to mature between July 2026 and March 2027, and the contracts outstanding as of December 28, 2025 matured between January 2026 and March 2026. The settlement of commodity derivative contracts is reported in the Condensed Consolidated Statements of Cash Flows as a cash flow from operating activities.

Interest Rate Risk

The Company uses interest rate swaps to manage its exposure to interest rate volatility from its debt arrangements. Management has designated the swap agreements as cash flow hedges and recognized the changes in the fair value of these swaps in other comprehensive income. As of both June 28, 2026 and December 28, 2025, the aggregate notional amount hedged by the swap agreements was $550.0 million of term loan principal. As of June 28, 2026 and December 28, 2025, the Company has recorded liabilities of $0.8 million and $8.4 million, respectively, related to the fair market values of its interest rate derivatives. The cash flows associated with the interest rate swaps are reflected in operating activities in the Condensed Consolidated Statements of Cash Flows, which is consistent with the classification as operating activities of the interest payments on the term loan.

The net effect of the interest rate swap arrangements is to fix the variable interest rate on the term loan under the 2023 Facility (as defined in Note 10, Long-Term Debt) up to the notional amount outstanding at the rates payable under the swap agreements plus the Applicable Rate (as defined by the 2023 Facility), through the swap maturity dates in March 2028.

Foreign Currency Exchange Rate Risk

The Company is exposed to foreign currency exchange rate risk primarily from its investments in consolidated subsidiaries that operate in Canada, the U.K., Ireland, Australia, New Zealand, and Mexico. In order to mitigate foreign exchange fluctuations, the Company enters into foreign exchange forward contracts. Management has not designated these forward contracts as hedges. As of June 28, 2026 and December 28, 2025, the total notional amount of foreign exchange derivatives was $76.4 million and $65.6 million, respectively. These contracts are short term in nature and are continually swapped at a notional value to offset the corresponding values. The majority of our foreign exchange derivatives matured in April 2026 and January 2026, respectively, but are continually swapped at maturity to track the underlying exposure. The Company recorded a liability of $0.1 million and a liability of less than $0.1 million as of June 28, 2026 and December 28, 2025, respectively, related to the fair market values of its foreign exchange derivatives.

Quantitative Summary of Derivative Positions and Their Effect on Results of Operations

The following tables present the fair values of derivative instruments included in the Condensed Consolidated Balance Sheets as of June 28, 2026 and December 28, 2025 for derivatives not designated as hedging instruments and derivatives designated as hedging instruments, respectively. Only the Company’s cash flow hedges are designated as hedging instruments.

The effect of derivative instruments in the Condensed Consolidated Statements of Operations for the quarter and two quarters ended June 28, 2026 and June 29, 2025 is as follows:

Note 9 —Vendor Finance Programs

The following table presents liabilities as of June 28, 2026 and December 28, 2025 related to vendor finance programs in which the Company participates as a buyer:

Supply Chain Financing (“SCF”) Programs

The Company has an agreement with a third-party administrator which allows participating vendors to track the Company’s payments, and if voluntarily elected by the vendor, to sell payment obligations from the Company to financial institutions as part of the SCF programs. When participating vendors elect to sell one or more of the Company’s payment obligations, the Company’s rights and obligations to settle the payables on their contractual due date are not impacted. The Company agrees on commercial terms with vendors for the goods and services procured, which are consistent with payment terms observed at other peer companies in the industry. The Company has historically prioritized negotiating longer payment terms with some of its largest vendors, and certain of these vendors have also elected to participate in the SCF programs. Payment terms and pricing negotiations are independent of, and not conditioned upon, a vendor’s participation in the SCF programs. The financial institutions do not provide the Company with incentives such as rebates or profit sharing under the SCF programs. As the terms are not impacted by the SCF programs, such obligations are classified as Accounts payable in the Condensed Consolidated Balance Sheets and the associated cash flows are included in operating activities in the Condensed Consolidated Statements of Cash Flows.

Structured Payables Programs

The Company utilizes various card products issued by financial institutions to facilitate purchases of goods and services. By using these products, the Company may receive differing levels of rebates based on timing of repayment. The payment obligations under these card products are classified as Structured payables in the Condensed Consolidated Balance Sheets and the associated cash flows are included in financing activities in the Condensed Consolidated Statements of Cash Flows.

Note 10 —Long-Term Debt

The Company’s long-term debt obligations consist of the following:

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. During the quarter ended June 29, 2025, the Company amended the 2023 Facility (referred to as the “2025 Amendment”) to, among other things, establish additional, incremental term loan commitments in an aggregate principal amount of $125.0 million. During the quarter ended June 29, 2025, the Company capitalized $0.8 million of debt issuance costs related to the 2025 Amendment.

Borrowings under the 2023 Facility are generally subject to an interest rate of adjusted term Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.10% plus (i)2.25% if the Company’s leverage ratio (as defined in the 2023 Facility) equals or exceeds 4.00 to 1.00, (ii)2.00% if the Company’s leverage ratio is less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00, or (iii)1.75% if the Company’s leverage ratio is less than 3.00 to 1.00. As of June 28, 2026 and December 28, 2025, the unhedged interest rates were 5.72% and 6.27% under the 2023 Facility, respectively. As of both June 28, 2026 and December 28, 2025, $550.0 million of the outstanding term loan balance was hedged, with the interest rate swap agreements scheduled to mature in March 2028. As of June 28, 2026 and December 28, 2025, the effective interest rates on the term loan were 5.99% and 6.06%, respectively. The Company is required to make installment payments equal to 1.25% of the aggregate closing date principal amounts of the term loan on the last day of each fiscal quarter. All remaining term loan and revolving loan balances are to be due at maturity in March 2028.

The 2023 Facility is secured by a first priority lien on substantially all of the Company’s personal property assets, certain real estate properties, and all of the Company’s U.S. wholly owned subsidiaries. Loans made pursuant to the 2023 Facility may be used for general corporate purposes of the Company (including, but not limited to, financing working capital needs, capital expenditures, acquisitions, and other investments) and for any other purpose not prohibited under the related loan documents. The 2025 Amendment imposed certain restrictions on the ability to make restricted payments, including dividends, if the leverage ratio under the 2023 Facility exceeds 3.00 to 1.00.

Short-Term Lines of Credit

The Company is party totwo agreements with existing lenders providing for short-term, uncommitted lines of credit up to an aggregate of $25.0 million. 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%.

Note 11 —Share-based Compensation

Restricted Stock Units (“RSUs”) and Performance-based RSUs (“PSUs”)

KKI issues time-vested RSUs and PSUs under the Krispy Kreme, Inc. 2021 Omnibus Incentive Plan (“Omnibus Plan”). Certain subsidiaries issue time-vested RSUs under their respective executive ownership plans and long-term incentive plans.

RSU and PSU activity under these plans during the periods presented is as follows:

The Company recorded total non-cash compensation expense related to the RSUs and PSUs under the plans of $3.1 million and $7.3 million for the quarter and two quarters ended June 28, 2026, respectively and $4.2 million and $6.4 million for the quarter and two quarters ended June 29, 2025, respectively, which is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The unrecognized compensation cost related to the unvested RSUs and PSUs and the weighted average period over which such cost is expected to be recognized are as follows:

Time-Vested Stock Options

KKI issues time-vested stock options under the Omnibus Plan. The fair value of time-vested stock options was estimated on the date of grant using the Black-Scholes option pricing model.

The status of the time-vested stock options as of December 28, 2025 and changes during the first two quarters of fiscal 2026 are presented below:

The Company recorded total non-cash compensation expense related to the time-vested stock optionsof $0.2 million and $0.6 million for the quarter and two quarters ended June 28, 2026, respectively, and$0.4 million and$0.8 million for the quarter and two quarters ended June 29, 2025, respectively, which is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The unrecognized compensation cost related to the stock options and the weighted average period over which such cost is expected to be recognized are as follows:

No time-vested stock options vested during the quarter and two quarters ended June 28, 2026 or June 29, 2025.

Note 12 —Income Taxes

For interim tax reporting, the Company estimates a worldwide annual effective tax rate and applies that rate to the year-to-date ordinary (loss)/income. The tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. The Company establishes valuation allowances for deferred income tax assets in accordance with GAAP, which provides that such valuation allowances shall be established unless realization of the income tax benefits is more likely than not. Due to significant estimates used to establish the valuation allowances and the potential for changes in facts and circumstances, it is possible that the Company will be required to record adjustments to the valuation allowances in future reporting periods that could have a material effect on its results of operations.

The Company’s effective income tax rates were 17.7% and 1.6% for the quarter and two quarters ended June 28, 2026, respectively, and 4.4% and 4.6% for the quarter and two quarters ended June 29, 2025, respectively. The Company’s effective income tax rate for the quarter and two quarters ended June 28, 2026 differed from the respective statutory rates primarily due to the tax effects of the mix of income and taxes attributable to foreign jurisdictions, and the refranchising of W.K.S. Krispy Kreme and Krispy Kreme Japan. The Company’s effective income tax rate for the quarter ended June 29, 2025 differed from the statutory rate primarily due to the tax effects of goodwill impairment charges, the mix of income and taxes attributable to foreign jurisdictions, disallowed executive compensation expense, and the sale of the Company’s investment in Insomnia Cookies.

Note 13 —Commitments and Contingencies

Pending Litigation

Securities Litigation

On May 16, 2025 and June 30, 2025, shareholders of the Company filed separate putative federal securities class actions in the Western District of North Carolina against the Company, its Chief Executive Officer (“CEO”), and its former Chief Financial Officer (“CFO”). The actions, which were subsequently consolidated, allege that, throughout the proposed putative class periods, defendants made materially false and/or misleading statements and/or failed to disclose materially adverse facts concerning the Company’s business, operations, and prospects related to the Business Relationship Agreement with McDonald’s USA. Briefing on the Company’s motion to dismiss was completed on May 21, 2026. The decision is pending. This matter is currently in the pleading phase. The Company has engaged external counsel and intends to vigorously defend against these claims. It is too soon to predict with any certainty what, if any, damages could be awarded if liability were found.

Data Breach Litigation

On June 16, 2025, the Company released a Notice of Data Breach stating that on November 29, 2024, the Company became aware of the 2024 Cybersecurity Incident (defined below) and on May 22, 2025, the Company’s investigation determined that personal information of certain individuals was affected. Beginning on June 20, 2025, several putative class action lawsuits were filed against the Company in the Middle District of North Carolina, the Western District of North Carolina, and in California state court. The actions, which were subsequently consolidated, assert claims of negligence, negligence per se, unjust enrichment, breach of implied contract, breach of the implied covenant of good faith and fair dealing, breach of confidence, breach of fiduciary duty, breach of bailment, invasion of privacy, declaratory judgment, and violations of California and North Carolina statutory law, arising from the Company’s alleged failure to secure and safeguard the personally identifiable information and private health information of plaintiffs and purported class members.

The Company has engaged external counsel to defend against the data breach litigation. The Company reached a settlement with plaintiffs in the amount of approximately$1.6 million, which the court approved on July 6, 2026.

Shareholder Derivative Litigation

On June 13, 2025, June 25, 2025, and August 19, 2025 purported shareholders of the Company filed shareholder derivative actions in the Western District of North Carolina against its CEO, its former CFO, and current and former members of its Board of Directors. The actions, which were subsequently consolidated, allege that the derivative defendants breached their fiduciary duties by allowing the Company to issue materially false and misleading statements and failing to maintain adequate internal controls. The consolidated derivative action is currently stayed until a decision is rendered on the motion to dismiss in the related securities class action or upon motion of one of the parties following 30 days’ notice. This matter is currently in the pleading phase, and the Company has engaged external counsel with respect to this matter.

Other Legal Matters

The Company also is engaged in various legal proceedings arising in the normal course of business. The Company maintains insurance policies against certain kinds of such claims and suits, including insurance policies for workers’ compensation and personal injury, all of which are subject to deductibles. While the ultimate outcome of these matters could differ from management’s expectations, management currently does not believe their resolution will have a material adverse effect on the Company’s audited Consolidated Financial Statements.

Other Commitments and Contingencies

The Company’s primary banks and insurance carriers issued letters of credit and surety bonds on its behalf totaling $23.7 million and $24.4 million as of June 28, 2026 and December 28, 2025, respectively, a majority of which secure the Company’s reimbursement obligations to insurers under its self-insurance arrangements.

Note 14 —Related Party Transactions

As of June 28, 2026, the Company held minority equity interests inthree entities, KK Brazil (45.0% ownership), Glaseadas Originales S.L. (“KK Spain”) (25.0% ownership), and W.K.S. Krispy Kreme (20.0% ownership) with an aggregate carrying value of $21.9 million. As of December 28, 2025, the Company held minority equity interests inthree entities, Krispy Kreme France (33.0% ownership), KK Brazil (45.0% ownership), and KK Spain (25.0% ownership) with an aggregate carrying value of $7.4 million.

During the second quarter of 2026, the Company acquired the remaining equity interest in Krispy Kreme France, increasing its ownership from 33.0% to 100.0%. As a result of the transaction, Krispy Kreme France is now fully consolidated. Refer to Note 3, Acquisitions and Divestitures, for more information.

Note 15 —Revenue Recognition

Disaggregation of Revenues

Revenues are disaggregated as follows:

Other revenues include advertising fund contributions from franchisees, consulting fees, rental income, development and franchise fees, and licensing royalties from customers for use of the Krispy Kreme brand, such as Keurig coffee cups.

Contract Balances

Deferred revenue and related receivables are as follows:

Trade receivables relate primarily to payments due for royalties, franchise fees, advertising fees, sale of products, and licensing fees. Deferred revenue primarily represents the Company’s remaining performance obligations under gift cards and franchise and development agreements for which consideration has been received or is receivable and is generally recognized on a straight-line basis over the remaining term of the related agreement. The noncurrent portion of deferred revenue primarily relates to the remaining performance obligations in the franchise and development agreements.

Transaction Price Allocated to Remaining Performance Obligations

Estimated revenue expected to be recognized in the future related to performance obligations that are either unsatisfied or partially satisfied as of June 28, 2026 is as follows:

Note 16 —Net (Loss)/Earnings per Share

The following table presents the calculations of basic and diluted EPS:

Potential dilutive shares consist of unvested RSUs and PSUs, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes certain unvested RSUs granted under certain subsidiaries’ executive ownership plans and long-term incentive plans, because their inclusion would have been antidilutive. Refer to Note 11, Share-based Compensation, for further information about the plans.

The following table summarizes the gross number of potential dilutive unvested RSUs and PSUs excluded due to antidilution (unadjusted for the treasury stock method):

For the quarter and two quarters ended June 28, 2026 and June 29, 2025, all 2.0 million and 2.6 million time-vested stock options, respectively, were excluded from the computation of diluted weighted average common shares outstanding based on application of the treasury stock method.

Note 17 —Segment Reporting

The Company conducts business through the following three reportable segments:

•U.S.: Includes all Company-owned operations in the U.S., and W.K.S. Krispy Kreme through the date of deconsolidation;

•International: Includes Company-owned operations in the U.K., Ireland, Australia, New Zealand, Mexico, and Canada; as well as Japan through the date of disposition; and

•Market Development: Includes franchise operations across the globe, including Krispy Kreme Japan after March 2, 2026, W.K.S. Krispy Kreme after March 23, 2026, and also includes Company-owned operations in France through Krispy Kreme France after May 25, 2026.

Unallocated corporate costs are excluded from the Company’s measurement of segment performance. These costs include general corporate expenses.

Segment information is identified and prepared on the same basis that the CEO, the Company’s Chief Operating Decision Maker (“CODM”), evaluates financial results, allocates resources, and makes key operating decisions. The CODM allocates resources and assesses performance based on geography and line of business, which represents the Company’s operating segments.

The primary financial measures used by the CODM to evaluate the performance of its operating segments are net revenues and segment Adjusted EBITDA. Beginning in the first quarter of fiscal 2026, the Company updated its segment profitability measure from segment Adjusted EBIT to segment Adjusted EBITDA to align with how the CODM evaluates performance. For all of the segments, the CODM uses segment Adjusted EBITDA to monitor and evaluate operating performance and to provide a consistent benchmark for comparison across reporting periods. This measure is prepared on a non-GAAP basis and, as such, the expense captions underlying it are designated as “adjusted.” The adjustments made are explained in the footnotes to the table that follows, which presents the reconciliation of net loss to Adjusted EBITDA.

The following tables reconcile segment results to consolidated results reported in accordance with GAAP. The accounting policies used for internal management reporting at the operating segments are consistent with those described in Note 1, Description of Business and Summary of Significant Accounting Policies, to the Condensed Consolidated Financial Statements. The Company manages its assets on a total company basis and the CODM does not review asset information by segment when assessing performance or allocating resources. Consequently, the Company does not report total assets by reportable segment.

The reportable segment results are as follows:

(1)Refer to Note 3, Acquisitions and Divestitures, for more information on the impact of refranchising.

(2)The U.S. and International segments’ Other segment items consist of pre-opening costs and other income, net. The Market Development segment’s Other segment items consist of operating expenses, marketing expenses, pre-opening costs, and other income, net.

The following table presents a reconciliation of net loss to Adjusted EBITDA:

(1)Primarily foreign translation gains and losses in each period. The quarter and two quarters ended June 29, 2025 also consists of equity method income from Insomnia Cookies following the divestiture of a controlling interest in Insomnia Cookies during fiscal 2024 until the sale of our remaining interest in the second quarter of fiscal 2025.

(2)The quarter and two quarters ended June 28, 2026 consists primarily of $2.1 million and $6.3 million, respectively, of costs associated with the evaluation and execution of refranchising certain equity markets as well as $1.3 million and $4.2 million, respectively, in costs associated with the transition to third party logistics in the U.S.; of that amount $1.7 million and $3.3 million, respectively, is related to non-cash impairments. The quarter and two quarters ended June 29, 2025 consists primarily of $20.9 million and $23.3 million, respectively, of costs associated with preparing for and executing the U.S. national expansion (including McDonald’s).

(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’s brands had not previously operated, including Brazil and Spain.

(5)Includes lease termination costs, impairment charges, and loss on disposal of property, plant and equipment.

(6)The quarter and two quarters ended June 28, 2026 consist primarily of costs associated with restructuring the Australia and New Zealand business. The quarter and two quarters ended June 29, 2025 consist primarily of costs associated with restructuring of the U.S. and U.K. businesses.

(7)Includes gains and losses on the deconsolidation of assets and liabilities associated with the refranchising of Krispy Kreme shops.

(8)The quarter and two quarters ended June 28, 2026 consists primarily of $0.8 million and $1.6 million, respectively, of legal fees primarily related to shareholder derivative litigation. Refer to Note 13, Commitments and Contingencies, to the Condensed Consolidated Financial Statements for more information on the Company’s pending litigation. The quarter and two quarters ended June 29, 2025 consists primarily of $0.9 million and $5.3 million, respectively, in costs related to remediation of the 2024 Cybersecurity Incident, including fees for cybersecurity experts and other advisors.

(9)Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the Condensed Consolidated Statements of Operations.

(10)Corporate expenses are not included in the CODM’s measure of segment profitability. These amounts are presented as a reconciling item between total reportable segment Adjusted EBITDA and consolidated Adjusted EBITDA. In the quarter and two quarters ended June 28, 2026 corporate expenses consist primarily of $20.2 million and $40.5 million, respectively, and the quarter and two quarters ended June 29, 2025 consist of $19.4 million and $39.7 million, respectively, in selling, general and administrative expenses, which principally comprise payroll and benefits for corporate functions, professional fees, enterprise information technology, and other headquarters costs.

Note 18 —Redeemable Noncontrolling Interests

Prior to the transactions described below, the Company maintained agreements with its joint venture partners that held noncontrolling interests in the Company’s consolidated subsidiaries W.K.S. Krispy Kreme and KK Canada, which included contractual put options. The put options, held by the noncontrolling joint venture partners, provided the right for each such partner to sell its remaining interest in W.K.S. Krispy Kreme and KK Canada to the Company based on a predetermined formula. The put options became exercisable upon the passage of time.

The noncontrolling interests were considered redeemable due to the existence of the put options as (i) the noncontrolling joint venture partners could put their shares of W.K.S. Krispy Kreme and KK Canada to the Company, (ii) the put was outside the Company’s control; and (iii) it was probable of becoming redeemable solely based on the passage of time. The put options cannot be separated from the noncontrolling interest and did not require bifurcation from the noncontrolling interest under the guidance in ASC 815.

The noncontrolling interest was classified as redeemable noncontrolling interest within Mezzanine equity on the Condensed Consolidated Balance Sheets. When redeemable noncontrolling interest becomes redeemable, or it is probable of becoming redeemable, its value is adjusted to the greater of the current redemption value or carrying value. The redemption value is remeasured on a quarterly basis based on the predetermined formula set forth in the Company’s agreements with the joint venture partners.

On March 23, 2026, the Company completed a refranchising transaction that resulted in, among other things, a decrease in ownership interest in W.K.S. Krispy Kreme to 20%. As a result of the WKS Refranchising, described in Note 3, Acquisitions and Divestitures, the Company no longer has an interest classified as a redeemable noncontrolling interest in W.K.S. Krispy Kreme as of that date.

On February 25, 2026, the Company’s joint venture partners in KK Canada notified the Company of their election to exercise their rights to require the Company to redeem all interests held by such noncontrolling interest holders, which required the Company to purchase the additional 43.48% equity interest in KK Canada. The purchase, which was completed in the second quarter of 2026, increased the Company’s ownership from 56.52% to 100%. As a result of the exercise, the Company reclassified its redeemable noncontrolling interest to a liability, which is reflected in Accrued Liabilities in the Condensed Consolidated Balance Sheet as of March 29, 2026. The purchase price of approximately $25 million for the additional equity interest in KK Canada was paid during the second quarter of 2026.

Changes in the redeemable noncontrolling interests are as follows: