Share-based Compensation

12 Months Ended

Dec. 28, 2025

Share-Based Payment Arrangement [Abstract]

Restricted Stock Units (“RSUs”) and Performance Stock Units (“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.

The time-vested RSUs are awarded to eligible employees and non-employee directors and entitle the grantee to receive shares of KKI common stock at the end of a vesting period. Certain RSUs vest 54 months from the date of grant. Certain RSUs vest over a 60-month period subsequent to the date of grant (with 60% vesting on the third anniversary of the date of grant, 20% vesting on the fourth anniversary of the date of grant, and 20% vesting on the fifth anniversary of the date of grant). Certain RSUs vest in 36 months from the date of grant. Certain RSUs vest over a 24-month period subsequent to the date of grant (with 60% vesting on the first anniversary of the date of grant and 40% vesting on the second anniversary of the date of grant). Throughout the vesting period and the holding period, shareholders are subject to the market risk on the value of their shares.

The PSU vesting is contingent upon the achievement of certain performance objectives and the awards are subject to a requisite service period. If the Company meets targets for the performance objectives at the end of the performance period, which is generally three fiscal years, the Company awards a resulting number of shares of its common stock to the award holders. The number of shares may be increased to a maximum (up to 200% of the target set at the grant date, for a majority of the awards) or reduced to a minimum threshold (a floor of zero) based on the achievement of these performance objectives in accordance

with the terms established for the applicable grant. The Company estimates the probability that the performance objectives will be achieved periodically and adjusts compensation expenses accordingly.

KKI grants RSUs and PSUs to certain U.S. employees as well as certain employees of the Company’s subsidiaries, and grants RSUs to directors, all of which settle in shares of KKI common stock. KK U.K. has granted RSUs to certain U.K. employees which settled in ordinary shares of KK. U.K. KK Australia has granted RSUs to certain Australia employees that settle in ordinary shares of KK Australia. KK Mexico has granted RSUs to certain Mexico employees that settled in Series E shares of the stock of KK Mexico.

Excluding the Insomnia Cookies plan which was removed from the table below due to the divestiture, RSU and PSU activity under the various plans during the fiscal years presented is as follows:


(in thousands, except per share amounts)	Non-vested shares outstanding at December 31, 2023		Granted	Vested	Forfeited	Non-vested shares outstanding at December 29, 2024		Granted	Vested	Forfeited	Non-vested shares outstanding at December 28, 2025
KKI
RSUs and PSUs	6,785		1,934	1,893	842	5,984		8,777	1,805	2,287	10,669
Weighted Average Grant Date Fair Value	$	14.54	14.19	14.80	14.94	$	14.54	3.80	14.92	12.33	$	5.97
KK U.K.
RSUs	7		—	—	—	7		—	5	2	—
Weighted Average Grant Date Fair Value	$	29.80	—	—	—	$	29.80	—	29.80	29.80	$	—
KK Australia
RSUs	185		—	42	6	137		—	116	—	21
Weighted Average Grant Date Fair Value	$	1.57	—	2.13	1.91	$	1.57	—	1.57	—	$	1.72
KK Mexico
RSUs	20		—	2	—	18		—	17	—	1
Weighted Average Grant Date Fair Value	$	30.18	—	29.21	—	$	30.18	—	29.21	—	$	40.14

The Company recorded total non-cash compensation expense related to the RSUs and PSUs under the plans of $12.7 million, $30.0 million, and $20.6 million for fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively. The net deferred tax (expense)/benefit recognized was ($2.1 million), $1.2 million, and $2.1 million for fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively.

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:


	As of December 28, 2025
	Unrecognized Compensation Cost		Recognized Over a Weighted- Average Period of
KKI	$	38,257	2.4 years

KK Australia	6		0.7 years
KK Mexico	10		0.7 years

The estimated fair value of restricted stock is calculated using a market approach (i.e., market multiple is used for the KK U.K. plan and an agreed-upon EBITDA buyout multiple is used for KK Australia and KK Mexico plans).

The total grant date fair value of shares vested under the Omnibus Plan was $26.9 million, $28.1 million, and $7.8 million for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively. The total grant date fair value of shares vested under the KK U.K. plan was $0.1 million and $0.7 million for the fiscal years ended December 28, 2025 and December 31, 2023; no shares vested during the fiscal year ended December 29, 2024. The total grant date fair value of shares vested under the KK Australia plan was $0.2 million, $0.1 million, and $0.2 million for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively. The total grant date fair value of shares vested under the KK Mexico plan was $0.5 million and $0.1 million for the fiscal years ended December 28, 2025 and December 29, 2024, respectively; no shares vested during the fiscal year ended December 31, 2023.

Time-Vested Stock Options

KKI issues time-vested stock options under the Omnibus Plan. The stock options are awarded to eligible employees and entitle the grantee to purchase shares of common stock at the respective exercise price at the end of a vesting period. Certain stock options vest over a 60-month period subsequent to the grant date (with 60% vesting on the third anniversary of the date of grant, 20% vesting on the fourth anniversary of the date of grant, and 20% vesting on the fifth anniversary of the date of grant), and as such are subject to a service condition. Certain stock options vest 36 months from the date of grant. The maximum contractual term of the stock options is 10 years and certain stock option grants have a contractual term of six years.

The fair value of time-vested stock options was estimated on the date of grant using the Black-Scholes option pricing model. This model is impacted by the Company’s stock price and certain assumptions related to the Company’s stock and employees’ exercise behavior. The expected term for stock options granted was estimated utilizing the simplified method. Management utilized the simplified method because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate assumption was based on yields of U.S. Treasury securities in effect at the date of grant with terms similar to the expected term. Expected volatility was estimated based on the Company’s historical volatility, and also considering historical volatility of peer companies over a period equivalent to the expected term. Additionally, the dividend yield was estimated based on dividends currently being paid on the underlying common stock at the date of grant. Estimated and actual forfeitures have not had a material impact on share-based compensation expense.

The following weighted-average assumptions were utilized in determining the fair value of the time-vested stock options granted during the fiscal years presented:


	Fiscal Years Ended
	December 28, 2025		December 29, 2024
KKI
Risk-free interest rate	3.9	%	3.7	%
Expected volatility	55.2	%	35.1	%
Dividend yield	—	%	1.0	%
Expected term (years)	6.0 years		6.5 years

A summary of the status of the time-vested stock options as of December 28, 2025 and changes during fiscal years presented is as follows:


	Share options outstanding at					Share options outstanding at					Share options outstanding at
(in thousands, except per share amounts)	December 31, 2023		Granted	Exercised	Forfeited or expired	December 29, 2024		Granted	Exercised	Forfeited or expired	December 28, 2025
KKI
Options	2,993		—	—	331	2,662		2,060	—	2,164	2,558
Weighted Average Grant Date Fair Value	$	5.90	—	—	6.10	$	5.88	1.58	—	5.83	$	2.46
Weighted Average Exercise Price	$	14.30	—	—	14.61	$	14.27	3.22	—	14.19	$	5.43
Weighted Average Remaining Contractual Term (years)	7.5 years					7.1 years					5.5 years
Aggregate Intrinsic Value (in thousands)	$	2,352				$	—				$	2,187

The Company recorded total non-cash compensation (benefit)/expense related to the time-vested stock options of $(0.1) million, $5.3 million, and $3.6 million for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively.

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


	As of December 28, 2025
	Unrecognized Compensation Cost		Recognized Over a Weighted- Average Period of
KKI	$	2,952	2.2 years

During the fiscal years ended December 28, 2025 and December 29, 2024, 0.1 million and 1.5 million time-vested stock options vested, respectively. No time-vested stock options under the KKI plan vested nor were exercised during the fiscal year ended December 31, 2023.