JAB Holdings B.V. Commences Tender Offers for Any and All of Its 2.200% Senior Notes Due 2030, 3.750% Senior Notes Due 2051 and 4.500% Sustainability-Linked Senior Notes Due 2052

LUXEMBOURG--(BUSINESS WIRE)--JAB Holdings B.V. (“JAB”) announced today the commencement of cash tender offers (the “Offers”) for any and all of its outstanding 2.200% Senior Notes due 2030 (the “2030 Notes”), 3.750% Senior Notes due 2051 (the “2051 Notes”) and 4.500% Sustainability-Linked Senior Notes due 2052 (the “2052 Notes” and, together with the 2030 Notes and 2051 Notes, the “Notes”).

The Offers are each being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 20, 2026 (the “Offer to Purchase”). The following table sets forth certain information relating to the Notes:

Description of Security	CUSIP No.	ISIN	Aggregate Current Principal Amount	Maturity Date	Reference Security	Bloomberg Reference Page	Tender Spread (Basis Points)
2.200% Senior Notes due 2030	144A: 46653K AA6 Reg S: N4717K AV8	144A: US46653KAA60 Reg S: USN4717KAV81	U.S. $300,000,000	November 23, 2030	4.125% U.S. Treasury due June 30, 2031	FIT1	+35
3.750% Senior Notes due 2051	144A: 46653K AB4 Reg S: N4717K BE5	144A: US46653KAB44 Reg S: USN4717KBE57	U.S. $500,000,000	May 28, 2051	4.750% U.S. Treasury due February 15, 2056	FIT1	+95
4.500% Sustainability-Linked Senior Notes due 2052^(1)	144A: 46653KAC2 Reg S: N4717KBG0	144A: US46653KAC27 Reg S: USN4717KBG06	U.S. $500,000,000	April 8, 2052	4.750% U.S. Treasury due February 15, 2056	FIT1	+95

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Under the indenture governing the 2052 Notes (the “2052 Notes Indenture”), the interest rate on the 2052 Notes is subject to adjustment from and including October 8, 2031 depending upon various factors that shall be assessed in the future. Based on factors that were due to be assessed prior to the date of this Offer to Purchase, on October 8, 2031, the interest rate on the 2052 Notes will be increased to 4.600% pursuant to the 2052 Notes Indenture. For the purposes of calculating the Total Consideration in respect of the 2052 Notes, the interest rate on the 2052 Notes used for such calculation will be 4.500% up to (but excluding) October 8, 2031 and will be increased to 4.600% from and including October 8, 2031 until the maturity date of the 2052 Notes. No other adjustments shall be assumed for the purposes of the Total Consideration.

As set forth in the table above, subject to the terms and conditions of each of the Offers, holders of each series of Notes (each, a “Holder”) must validly tender and not validly withdraw their respective Notes at or before 5:00 p.m., New York City time, on July 27, 2026, unless such date and time are extended with respect to any series of Notes or the applicable Offer is earlier terminated by JAB in its sole discretion, subject to applicable law (such time and date, as may be extended or earlier terminated, the “Expiration Time”), to be eligible to receive the applicable Total Consideration (as described below). The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase will be based on the applicable fixed spread as specified in the table above for such series of Notes, plus the bid-side yield (rounded to the nearest 0.001% with 0.0005% being rounded upwards) on the applicable U.S. Treasury reference security as specified in the table above (as applicable to each such series of Notes, the “Reference Security”) for such series of Notes calculated from the applicable bid-side price by the Dealer Managers in accordance with standard market practice as of the Price Determination Date, as displayed for the relevant Reference Security on the applicable Bloomberg page as of 2:00 p.m., New York City time on the date of the applicable Expiration Time. The formula for determining the Total Consideration is set forth on Annex A of the Offer to Purchase. Promptly after such time, JAB will issue a press release specifying, among other things, the Total Consideration applicable to each series of Notes. The Total Consideration does not include the applicable accrued and unpaid interest from the last interest payment date for each series of Notes to, but not including, the applicable Settlement Date, which will be payable in cash in addition to the applicable Total Consideration. The Notes validly tendered and accepted for purchase by JAB will be cancelled on the applicable Settlement Date and Holders of such Notes will not be entitled to receive any further payments thereunder. In the event of a termination of any Offer, all Notes tendered pursuant to any terminated Offer will be promptly returned.

JAB’s obligation to accept for purchase and to pay for Notes validly tendered and not validly withdrawn pursuant to any Offer is subject to the satisfaction or waiver, in JAB’s discretion, of certain conditions, which are more fully described in the Offer to Purchase. However, no Offer is conditioned on any minimum amount of Notes of any series being tendered.

Subject to satisfaction or waiver of said conditions, in JAB’s sole discretion, JAB anticipates that it will accept for purchase Notes validly tendered and not validly withdrawn at or before the applicable Expiration Time and pay for such accepted Notes promptly following the applicable Expiration Time (the “Settlement Date”). The Settlement Date for the Offers is expected to occur on July 29, 2026, which is the second business day after the Expiration Time, unless the applicable Offer is extended or earlier terminated by JAB in its sole discretion, subject to applicable law.

Tendered Notes may be withdrawn at any time at or before 5:00 p.m., New York City time, on July 27, 2026, unless extended with respect to any series of Notes (the “Withdrawal Deadline”).

JAB reserves the right to amend, terminate or withdraw any Offer, including if the conditions are not satisfied, subject to applicable law. In the event of a termination or withdrawal of any Offer, Notes tendered and not accepted for purchase pursuant to the applicable Offer will be promptly returned to the tendering Holders.

The purpose of the Offers is, amongst other things, to proactively manage the Company’s leverage. The Offers are being made on a voluntary basis by the Company and do not require any minimum level of participation to be completed.

JAB has engaged BofA Securities Europe SA, Citigroup Global Markets Europe AG, MUFG Securities (Europe) N.V., Rabo Securities USA, Inc., RBC Capital Markets, LLC and SMBC Bank EU AG as the Dealer Managers for the Offers. Persons with questions regarding the Offers should contact BofA Securities Europe SA at [phone] (Europe), [phone] (U.S. collect), [phone] (U.S. toll-free), [e-mail], Citigroup Global Markets Europe AG at + 44 20 7986 8969 (Europe), [phone] (U.S. collect), [phone] (U.S. toll-free), [e-mail], MUFG Securities (Europe) N.V. at + 44 20 7577 1374, [e-mail], Rabo Securities USA, Inc. at [phone], [e-mail], RBC Capital Markets, LLC at + 44 20 7029 0386 (Europe), [phone] (collect), [phone] (toll-free), [e-mail] and SMBC Bank EU AG at [phone], [e-mail].

The complete terms and conditions of the Offers are described in the Offer to Purchase, copies of which are available at the following web address: https://deals.is.kroll.com/jab, or may also be obtained by contacting Kroll Issuer Services Limited, the Information and Tender Agent for the Offers, at [phone] or [e-mail].

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to purchase the Notes or any securities and it is not soliciting an offer to sell the Notes or any securities of JAB. JAB has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. The Offers are being made solely by means of, and pursuant to the terms of, the Offer to Purchase. The Offer to Purchase has not been filed with, and has not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any other documents related to the Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of JAB by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

None of JAB, the Dealer Managers, the Information and Tender Agent or the Trustee for the Notes, or any of their respective affiliates, makes any recommendation in connection with the Offers. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender. None of JAB, the Dealer Managers, the Information and Tender Agent or the Trustee for the Notes, or any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Tender Offers other than the information and representations contained in the Offer to Purchase.

Please refer to the Offer to Purchase for a description of offer terms, conditions, disclaimers and other information applicable to the Offers.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding the timing and terms of the Offers, including the Expiration Time and Settlement Date; the timing and payment of the Total Consideration; and any assumptions underlying any of the foregoing. Words such as “believe,” “could,” “driving,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” “would,” and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About JAB Group

JAB Holding Company s.à r.l. (the “JAB Group”) is a partner-led investment firm with more than two centuries of heritage. It invests patient capital to grow durable, resilient businesses, bringing an ownership mindset and a performance-driven culture to steward their enduring success. With more than $70 billion in assets under management, JAB Group focuses on long-term value creation across its portfolio of consumer and life insurance businesses.

JAB Group is the controlling shareholder of Coty Inc., a global leader in beauty. It is the anchor shareholder of Krispy Kreme, Inc., a global leader in freshly delivered doughnuts. Together with JAB Consumer Partners, JAB Group is the controlling shareholder of National Veterinary Associates, one of the world’s largest animal care services platforms; Doubtless, a global pet insurance and solutions organization; Panera Brands Inc., one of the largest fast casual restaurant companies in the United States, which includes Panera Bread, Caribou Coffee and Einstein Bros. Bagels; Pret A Manger, a global leader in the ready-to-eat fresh food market; and Espresso House, the largest branded coffee shop chain in Scandinavia. JAB Group’s life insurance businesses include Prosperity Life Group and Family Life, with Columbian Mutual Life Insurance Company and Utmost Life and Pensions soon to be acquired.