MDLZ 10-K & 10-Q changes, risk factors and insider trading

You should carefully read the following discussion of significant factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may have a material adverse effect on our business, performance or financial condition in the future. InSome additionof the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the effectsfactors, ofevents currentor contingencies that could materially and potentialadversely tradeaffect and tariff policies and resulting global impacts on our business and operations discussed in Item 7 of this Form 10-K andus in the risk factors below, additional or unforeseen effects from these policies may give rise to or amplify many of these risks discussed below.future.

We purchase and use large quantities of commodities, including cocoa, dairy, wheat, edible oils, sugar and other sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of product packaging materials, natural gas, fuel and electricity for our factories and warehouses, and we also incur expenses in connection with labor and the transportation and delivery of our products. Costs of raw materials, energy and other supplies and services are volatile and fluctuate due to conditions that are difficult to predict. These conditions include global competition for resources; tariffs or other trade barriers; currency fluctuations; geopolitical conditions or conflicts (including the ongoing war in Ukraine and international sanctions imposed on Russia for its invasion of Ukraine, conflicts in the Middle East andEast, rising tensions between China and Taiwan and recent geopolitical developments in Venezuela); inflationary pressures related to domestic and global economic conditions or supply chain issues; transportation and labor disruptions; government intervention to introduce living income premiums or similar requirements; changes in environmental or trade policy and regulations, alternative energy and agricultural programs; severe weather; agricultural productivity; animal and crop disease or pests; water risk; health pandemics; forest fires and other natural disasters; acts of terrorism; geopolitical regional conflicts; cybersecurity incidents; supplier capacity; and consumer or industrial demand. During 2024,2025, price volatility and higher aggregate costs were driven by a confluence of factors: disrupted international supply chains, labor market challenges, soaring commodity prices (especially for cocoa beans), disrupted international supply chains, labor market challenges and increased transportation and labor costs. For additional information, seerefer to Item 7, Commodity Trends.

Our efforts to monitor our exposure to commodity prices and hedge against price increases cannot fully protect us from changes in input costs, including due to factors like changing import duties and tariffs, market illiquidity, specific local regulations and downstream costs. Thus, our hedging strategies have not always protected and will not in the future always protect us from increases in specific raw material costs. Continued volatility in the prices of commodities and other supplies we purchase or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio could increase or decrease the costs of our products, and our profitability could suffer as a result. Moreover, increases in the price of our products, including increases to cover inflation and higher input, packaging and transportation costs, may result in lower sales volumes or customer delistings, while decreases in input costs could require us to lower our prices and thereby affect our revenues, profits or margins. Likewise, constraints in the supply or availability of key commodities and necessary services like transportation may limit our ability to grow our net revenues and earnings. If our mitigation activities are not effective, if we are unable to price to cover increased costs (including if we are delayed in our ability to raise prices or unable to raise the prices of our products enough to keep up with the rate of inflation), if we must reduce our prices, if increased prices affect demand for our products (including if consumers forego purchasing certain of our products or switch to “private label” or lower-priced product offerings), if we change the recipes of some of our product offerings, or if we are limited by supply or distribution constraints, our financial condition, results of operations, cash flowsflows, reputation and stock price can be materially adversely affected.

•the imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, labor reforms, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, restrictions on cross-border data transfers, or regulations, taxes or policies that affect our operations, sales or profitability. Also seerefer to “We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign governments”;

•changing macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), volatile commodity prices, the ongoing longer-term impact of changes in international trade policies (including Brexit) and increases in the cost of raw and packaging materials, labor, energy and transportation;

In addition, increased political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, product boycotts, travel or immigration restrictions, tariffs and other trade restrictions, public health risks or pandemics, energy policy or restrictions, public corruption, expropriation and other economic or political uncertainties, including inaccuracies in our assumptions about these factors, could interrupt and negatively affect our business operations or customer demand. For example, the ongoing conflicts in the Middle East could impact demand for our products or result in increased supply chain costs or other cost impacts. High unemployment or the slowdown in economic growth in some markets could constrain consumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability. The nature and degree of the various risks we face can also differ significantly among our regions and businesses.

Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business and adversely affect our financial condition, results of operations, reputation and our relationships with customers, suppliers and employees in the short-short or long-term.long term. Likewise, changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business.

As anof example,January on February 1, 2025,2026, the U.S. governmentmaintains announced a 25% tariff on product imports from certain countries, including Mexico and Canada, and 10%higher tariffs on productimported importsgoods (finished products and inputs) from certainmany countries,trading includingpartners China.as These actions are expectedcompared to resultprior years. Some of these tariffs have increased our costs for finished products, as well as some ingredients and packaging used to produce and distribute our products. In some cases, U.S. tariff policy has also resulted in retaliatory measures on U.S. goods. If maintained, the newly announced tariffs and the potential escalation of trade disputes could pose a significant risk to our business and would affect our revenue and cost of goods sold.entering foreign markets. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. For additional information, seerefer Financialto OutlookBusiness Trends – Trade and Regulatory Uncertainty under Management's Discussion and Analysis of Financial Condition and Results of Operations.

The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations (as discussed below in Recent Developments and Significant Items Affecting Comparability – War in Ukraine under Management’s Discussion and Analysis of Financial Condition and Results of Operations). The scope and duration of the war in Ukraine is uncertain and rapidly changing, and we are unable to predict the full extent to which the war in Ukraine will impact our business operations, financial performance, results of operations and stock price in the future. We have discontinued new capital investments and suspended our advertising spending in Russia. As the business and geopolitical environment continues to change, our operations and activity in Russia, which accounted for 2.9%3.7% of 20242025 consolidated net revenues, and/or Ukraine, which accounted for 0.4% of 20242025 consolidated net revenues, may decline or be further scaled back. International sanctions, export controls and other measures, including restrictions on the transfer of funds to and from Russia, that have been imposed on Russian entitiesentities, make it more difficult to operate in Russia, and failure to comply with applicable sanctions and measures could subject us to regulatory penalties and reputational risk. The war could also result in the temporary or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations in Russia, and our Russian assets may become partially or fully impairedimpaired, or our operations may be deconsolidated in future periods, or our business operations terminated, based on actions taken by Russia, other parties or us.terminated. In addition, our operations may be subject to increased disruptions to our information systems, including through network failures, malicious or disruptive software or cyberattacks by hackers, criminal groups or nation-state organizations. There is a possibility of loss of life and physical damage and destruction of property. We may not be able to operate in certain areas due to damage and safety concerns. We might also face questions or negative scrutiny from stakeholders about our operations in Russia despite our role as a food company and our public statements about Ukraine and Russia.

These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks described in the risk factors presented in this filing, including those relating to our reputation, brands, product sales, sanctions, trade relations in countries in which we operate, input price inflation and volatility, results of operations and financial condition. We might not be able to predict or respond to all impacts on a timely basis to prevent near-ornear- or long-term adverse impacts to our results. The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the scope and duration of the war and actions taken by parties other than us to respond to them. Any of these disruptions could have a negative impact on our business operations, financial performance, results of operations and stock price, and this impact could be material. Additionally, the war in Ukraine, or related developments in Russia, Europe or elsewhere, may also materially adversely affect our operating results and financial position in a manner that is not currently known to us or that we do not currently consider to be a significant risk.

Competitor and customer pressures require that we timely and effectively respond to changes in relevant markets, including changes to distribution channels and technological developments. These pressures could affect our prices, including our ability to price in response to commodity and other cost increases. Our ability to succeed depends on our ability to adapt to changing market conditions, which includes identifying and responding to new or developing trends, technological advancements (including advancements such as artificial intelligence, machine learning and augmented reality) which are increasingly important for understanding evolving consumer preferences. Our ability to adjust distribution methods and pricing, including adapting to fluctuating inflation, new or increased tariffstariffs, taxes and/or trade barriers, economic conditions and recessions, as well as implementing effective trade incentives is also critical to advancing our priorities. Failure in these areas could negatively impact availability of or demand for our products, our operating results, achievement of our strategic and financial goals and our ability to capitalize on new revenue or value-producing opportunities.

Our success depends on our ability to maintain and enhance our brands, expand within and to new geographies and new distribution platforms such as digital commerce, and evolve our portfolio with new product offerings that meet consumer needs and expectations. We seek to strengthen our brands through investments in our product quality, product renovation, innovation and marketing investments, including consumer-relevant advertising, digital communication and consumer promotions. Actual or perceived failure to effectively address the continuing global focus on well-being, including changing consumer acceptance of certain ingredients, industrial manufacturing and processing, nutritional expectations of our products, the sustainability of our ingredients, our supply chain (including human rightsrights, deforestation, and animal welfare issues) and our packaging (including plastic packaging and its ability to be recycled and other environmental impacts) could adversely affect our brands. Increased negative attention from the media, academics and online influencers, governments, shareholders and other stakeholders in these areas as well as on the role of food marketing, our response to political and social issues or catastrophic events, and other environmental, social, human capital or governance practices could adversely affect our brand image. Undue caution or our failure to react timely in addressing these challenges and trends could weaken our competitive position. Such pressures could also lead to stricter regulations, industry self-regulation that is unevenly adopted among companies, increased transparency in public disclosures, and increased focus on food and snacking, including marketing and labeling practices. Increasing and disparate legal or regulatory restrictions on our labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. This includes regulations such as front-of-pack labeling and selective food taxes in multiple jurisdictions as well as age-based or location-based restrictions on sales of products with certain nutritional profiles. For example, in the United Kingdom, a ban on specific types of TV and online advertising of food containing levels of fat, sugar or salt above specified thresholds is expected to go into effect in October 2025, and new measures restricting certain promotions and in-store placement of some of those products recently went into effect. Moreover, adverse publicity, regulatory developments or legal action against us, our employees, licensees, or other actors in our supply chain related to product quality and safety, where and how we manufacture our products, environmental concerns including climate change and waste management, human and workplace rights across our supply chain, alleged health implications of certain food products or processing methods, labor relations, or antitrust, anti-bribery and anti-corruption compliance could damage our reputation and brand health. Such actions could undermine our customers’ and shareholders’ confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations. Our product sponsorship relationships, including those with celebrity spokespersons, influencers or group affiliations, could also subject us to negative publicity.

In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change and adapt to a rapidly changing marketing and media environment, including our increasing reliance on established and emerging social media and online platforms, digital and mobile dissemination of marketing and advertising campaigns, targeted marketing and the increasing accessibility and speed of dissemination of information. A variety of legal and regulatory restrictions as well as our own policies and participation in industry self-regulation initiatives limit how and to whom we market our products. These restrictions may limit our brand renovation, innovation, marketing and promotion plans, particularly as social media and the communications environment continue to evolve. The social media platforms we use to market our products may change their marketing rules or algorithms or may fall out of favor with certain consumer groups, and we may fail to effectively adapt our marketing strategies or may decide to no longer utilize certain platforms for marketing. We might also fail to sufficiently evolve our digital marketing efforts to effectively utilize consumer data. Negative posts or comments about Mondelēz International, our brands or our employees on social media or web sites (whether factual or not) or security breaches related to the use of our social media accounts and failure to respond effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate. Placement of our advertisements in social media may also result in damage to our brands if the media itself experiences negative publicity. Our brands may also be associated with or appear alongside harmful content including outputs from generative artificial intelligence models, before these platforms or our own social media monitoring can detect this risk to our brand.models. In addition, we might fail to invest sufficiently in maintaining, extending and expanding our brands, our marketing efforts might not achieve desired results and we might be required to recognize impairment charges on our brands or related intangible assets or goodwill. Third parties may sell counterfeit or imitation versions of our products that are inferior or pose safety risks. When consumers confuse these counterfeit products for our products or have a bad experience with the counterfeit brand, they might refrain from purchasing our brands in the future, which could harm our brand image and sales. Third parties might also improperly use our brands as part of phishing or other scams, which could negatively affect our brand image. Failure to successfully maintain and enhance our reputation and brand health could materially and adversely affect our company and product brands as well as our product sales, financial condition, results of operations, cash flows and stock price.

Consumer preferences for food and snacking products change continually. Our success depends on our ability to predict, identify, interpret and meet the tastes, dietary habits, packaging, sales channel and other preferences of consumers around the world and to offer products that appeal to these preferences in the places and ways consumers want to shop. There may be further shifts in the relative size of shopping channels in addition to the increasing role of digital tools (including artificial intelligence and machine learning) and commerce for consumers. Our success relies upon managing this complexity to promote and bring our products to consumers effectively. Weak economic conditions, recessions, inflation, new or increased tariffs,food regulation, taxes, tariffs and/or trade barriers, equity market volatility or other factors, such as global or local pandemics, geopolitical tensions, public boycotts, uncertainty regarding the availability of certain governmental subsidies available to our consumers (such as the Supplemental Nutrition Assistance Program in the U.S.), severe or unusual weather events, and our response to political and social issues or catastrophic events, may affect consumer preferences and demand in ways that are hard to predict. Failure to offer, effectively promote and deliver products that appeal to consumers or to correctly judge consumer demand for our products will impact our ability to meet our growth targets, and our sales and market share could decrease and our profitability could suffer.

We must distinguish between short-term fads and trends and long-term changes in consumer preferences. Our sales can be adversely affected when we do not accurately predict which shifts in consumer preferences or category trends will be long-termlong term or we fail to introduce new and improvedevolved products to satisfy changing preferences. In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer needs,preferences, including with respect to when and how consumers snack and their desire for premium or value offerings. We must also provide an array of product formats, pack sizes and price points that satisfy the broad spectrum of consumer preferences and use marketing and advertising effectively to reach consumers at the right time with the right message. Increasing and disparate legalstatutory or regulatory restrictions on our ingredients, labeling, advertising and consumer promotions, or our response to those restrictions, could limit our efforts to offer and deliver products that appeal to consumers. Likewise, new or increased tariffstariffs, taxes and/or trade barriers and our response to these tariffs and/or trade barriers could limit our ability to offer and deliver our products on a cost-effective basis. Demand for our products could decrease and our profitability could suffer if we fail to expand and promote our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and analytics.analytics (including artificial intelligence and machine learning).

Negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, additives, preservatives, packaging materials, and sourcing or production methods and other company practices could influence consumer preferences and acceptance of some of our products and marketing programs. For example, consumers have increasingly focused on well-being, including by reducing sodiumtheir consumption of sodium, processed foods and foods with added sugar consumption orsugar, using weight-loss drugs toand reduce consumption overall or change consumption patterns, as well asexamining the source and authenticity of ingredients in the foods they consume. Statements by public officials relating to alleged risks associated with particular processing methods, ingredients or additives used in our products, or contaminants allegedly present in the larger food or water supply, may affect consumer preferences and/or demand for some of our products. Regulators in some jurisdictions have also imposed, or may impose, taxes or other restrictions on the manufacture, distribution or sale of food and beverage products based on their nutritional profile or inclusion of particular ingredients, which may reduce overall demand for our products. Continuing to focus on and expand our well-being offerings while refiningevolving the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences. In addition, consumer preferences differ by region, and we must monitor and adjust our use of ingredients and other activities to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and social expectations. Continued negative perceptions or failure to satisfy consumer preferences could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations, cash flows and stock price.

Our use of information technology and third-party service providers exposes us to cybersecurity breachesrisks and other business disruptions.

We use information technology and third-party service providers to support our global business processes and activities, including supporting critical business operations such as manufacturing and distribution; communicating with our suppliers, customers and employees; maintaining effective accounting processes and financial and disclosure controls; executing mergers and acquisitions and other corporate transactions; conducting research and development activities; meeting regulatory, legal and tax requirements; and executing various digital marketing and consumer promotion activities. Global shared service centers managed by third parties provide an increasinga number of services important to conducting our business, including accounting, internal control, human resources and computing functions.

Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware; other cybersecurity attacks; issues with or errors in systems’ maintenance or security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences. Our use of new and emerging technologies such as cloud-based services and mobile applications continues to evolve, presenting new and additional risks in managing access to our data, relying on third parties to manage and safeguard data, ensuring access to our systems and availability of third-party systems. In addition, we are experiencing new and more frequent attempts by third parties to gain access to our systems, such as through increased email phishing of our workforce.

Our use of third-party technology and business servicesservice providers may expose us to cybersecurity and privacy breaches. These can include: (1) breachescompromises of security systems, which could involve circumvention, denial-of-service attacks, or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomwareransomware, malware or malware, cyber extortion and (2) internal threats such as employee or insider errors, malfeasance, deepfake or social engineering schemes, physical breaches or other actions or attempts to exploit vulnerabilities. These threats could result in the misuse or breachcompromise of confidential information and Personally Identifiable Information belonging to us or our employees, customers, consumers, partners, suppliers, or government and regulatory authorities. Additionally, continued geopolitical turmoil, including the ongoing war in Ukraine and conflicts in the Middle East,turmoil has heightened the risk of cyberattacks. When risks such as these materialize, the need for us to coordinate with various third-party service providers and for third-party service providers to coordinate amongst themselves might increase challenges and costs to resolve related issues. Our information security program includes capabilities designed to detect, evaluate and mitigate cyber risks against our systems or arising from third-party service providers.providers; Cyberhowever, threatswe may not be able to fully prevent or mitigate cyber threats, particularly to externally-hosted technology and business services that are beyond our control. Additionally, new initiatives, such as those related to digital commerce and direct sales, that increase the amount of confidential and personal information that we process and maintainmaintain, increase our potential exposure to a cybersecurity breach.incident. Furthermore, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.risks and create new vectors of exposure. If our controls, disaster recovery and business continuity plans or those of our third-party providers do not effectively respond to or resolve the issues related to any such disruptions in a timely manner, our product sales, financial condition, results of operations and stock price may be materially and adversely affected, and we might experience delays in reporting our financial results, loss of intellectual property and damage to our reputation or brands.

We continue to invest and augment our cybersecurity program and posture with enhanced identity and access management solutions, multi-factor authentication, risk-based access for remote connectivity, privileged access management, network security, backup and disaster recovery, training and awareness, in addition to advanceadvanced threat protection emanating from sophisticated, persistent and state-sponsored threat actors, including from internet browsing to email, further reducing our attack surface and likelihood of credential thefts and compromise. Further, we have 24/7 security operations, enhancing the monitoring and detection of threats in our environment, including the manufacturing environment and operational technologies, as well as adjusting information security controls based on our threat intelligence information. However, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis. Further, we may not always be able to detect cyberattacks immediately, and once detected, their impact and severity may remain unclear until we have completed a full forensic investigation, which may take a significant amount of time. Taken together, these factors may prevent us from promptly providing complete, accurate and timely information about a cybersecurity incident to our customers, stakeholders, regulators and the public. Consistent with the increasing volume of cyberattacks globally, we are experiencing new and more frequent attempts by third parties to gain access to our systems, such as through increased email phishing of our workforce. Due to the constantly evolving and complex nature of cyber threat actors, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly. Moreover, asAs cyberattacks increase in frequency and magnitude around the world, we may be unable to obtain cybersecurity insurance in the amounts and on terms we view as appropriate and favorable for our operations.

We transfer data across local, regional, and national borders to conduct our operations, and we are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data. Privacy and data protection laws may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. For example, the European Union’s General Data Protection Regulation (“GDPR”) has greatly increased the jurisdictional reach of E.U. law, added a broad array of requirements for handling personal data including the public disclosure of significant data breaches, and imposes substantial penalties for non-compliance of up to 4% of global annual revenue for the preceding financial year in addition to potential restrictions on data transfer and processing. Our efforts to comply with multijurisdictional privacy and data protection laws and the uncertainty of new laws and regulations will likely increase the complexity of our processes and may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or be subject to litigation related to violationviolations of existing or future data privacy laws and regulations.

We manufacture and source products and materials on a global scale. We utilize an interdependent supply chain – a complex network of suppliers and material needs, owned and leased manufacturing locations, external manufacturing partners, distribution networks, shared service delivery centers and information systems that support our ability to provide our products to our customers consistently. Factors that are hard to predict or are beyond our control, like weather, natural disasters, water and energy availability, supply and commodity shortages, animal or crop diseases, port congestions or delays, transport capacity constraints, terrorism, political unrest or armed hostilities (including the ongoing war in Ukraine and conflicts in the Middle East),hostilities, cybersecurity incidents, labor shortages, demonstrations and protests, strikes or work stoppages, new or increased tariffs and/or trade barriers, operational and/or financial instability of our key suppliers and other vendors or service providers, government shutdowns or health pandemics, including any potential impact of climate change on these factors, could damage or disrupt our operations or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners. Failure to effectively prepare for and respond to disruptions in our operations, for example, by not finding alternative suppliers or replacing capacity at key or sole manufacturing or distribution locations or by not quickly repairing damage to our information, production or supply systems, can cause delays in delivering or the inability to deliver products to our customers, and the quality and safety of our products might be negatively affected. Moreover, disputes with significant customers or suppliers, including disputes regarding pricing or performance, could adversely affect our sales, financial condition, and results of operations. The occurrence of a material or extended disruption may cause us to lose our customers’ or business partners’ confidence or suffer damage to our reputation, and long-term consumer demand for our products could decline. We use insurance to transfer our financial risk related to these exposures, but some of the risks we face are difficult or impossible to insure and the timing of insurance recoveries may not match the timing of the financial loss we incur. We are subject to risk related to operational safety, including risk of fire, explosion or accidental contamination. We could also fail to achieve our strategic objectives due to capability or technology deficiencies related to our ongoing reconfiguration of our supply chain to drive efficiencies and fuel growth. Further, our ability to supply multiple markets with a streamlined manufacturing footprint may be negatively impacted by portfolio complexity, significant changes in trade policies, changes in volume produced and changes to regulatory restrictions or labor-related or other constraints on our ability to adjust production capacity in the markets in which we operate. These events could materially and adversely affect our product sales, financial condition, results of operations, cash flows and stock price.

We regularly evaluate a variety of potential strategic transactions globally, including acquisitions, divestitures, joint ventures, equity method investments and other strategic alliances that could further our strategic business objectives, and acquisitions and joint ventures are an important part of our strategy to increase our exposure to fast-growing snacking segments, fill geographic white spaces and expand into adjacent categories. For example, in 2024 we sold our remaining equity investment in JDE Peet’s N.V. and acquired Evirth (Shanghai) Industrial Co., Ltd. In 2023, we completed the sale of our developed market gum business in the United States, Canada and Europe and sold our remaining equity investment in Keurig Dr Pepper Inc., and in 2022 we acquired Chipita Global S.A., Clif Bar & Company and Ricolino. Such transactions and investments present significant challenges and risks. We may not successfully identify potential strategic transactions to pursue, may not have counterparties willing to transact with us, or we may not successfully identify or manage the risks presented by these strategic transactions, or complete such transactions. Our success depends, in part, upon our ability to identify suitable transactions; negotiate favorable contractual terms; comply with applicable regulations and receive necessary consents, clearances and approvals (including regulatory and antitrust clearances and approvals that may face increased scrutiny); integrate or separate businesses; manage or achieve performance of ESGsustainability goals and initiatives; realize the full extent of the benefits, cost savings or synergies presented by strategic transactions; offset loss of revenue associated with divested brands or businesses; effectively implement control environment processes; minimize adverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair value; minimize potential loss of customers or key employees; and minimize indemnities and potential disputes with buyers, sellers and strategic partners. In addition, execution or oversight of strategic transactions may result in the diversion of management attention from our existing business and may present financial, managerial and operational risks.

With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our ability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate timely and ongoing compliance with applicable laws, including antitrust and competition, environmental, food safety, anti-bribery and corruption and import/export laws. Equity investments and other strategic alliances pose additional risks, as we could share ownership in both public and private companies and in some cases management responsibilities with one or more other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies or resources as we do, or whose interpretation of applicable policies may differ from our own. Transactions or ventures into which we enter might not meet our financial and non-financial control and compliance expectations or yield the anticipated benefits. Depending on the nature of the business ventures, including whether they operate globally, these ventures could also be subject to many of the same risks we are, including political, economic, regulatory and compliance risks, currency exchange rate fluctuations, and volatility of commodity and other input prices.

We have announced, and may from time to time announce, certain initiatives, including goals, targets and other objectives, related to sustainability matters. These statements reflect our current plans and do not constitute a guarantee that they will be achieved. Our efforts to research, establish, accomplish, and accurately report on these goals, targets and other objectives do not guarantee we will ultimately achieve or maintain them and expose us to numerous operational, reputational, financial, legal and other risks. Our ability to achieve any stated goal, target or objective is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the reliance on other value chain actors to implement the required changes, the pace of changes in technology and the availability of suppliers that can meet our sustainability and other standards. In addition, statements about our sustainability goals, targets and other objectives, and progress against those goals, targets and other objectives, 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. Our selectionselection, interpretation and application of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards,standards may change from time to time or differ from those of others. MethodologiesReporting methods for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. Further, developing and collecting, measuring and reporting ESG-relatedsustainability-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including recent legislation in California related to reporting greenhouse gas emissions and climate-related financial risk, the SEC’s climate-related reporting requirements,requirements (which are currently suspended, pending the outcome of ongoing legal challenges), and similar proposals by other international regulatory bodies such as the Corporate Sustainability Reporting Directive in the European Union, especially to the extent these standards are not harmonized or consistent.

Our business may face increased scrutiny from the investment community, customers, consumers, employees, activists, media, regulators and other stakeholders related to our sustainability initiatives, including the goals, targets and objectives that we announce, and our methodologies and timelines for pursuing them. AtWe themay samebe time,unable stakeholdersto satisfy all stakeholders, as they and regulators have increasinglyalso expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including through the enactment or proposalpursuit of “Anti-ESG” legislation or policies.policies or challenging such initiatives. If our sustainability practices do not meet evolving investor or other stakeholder expectations and standards or if we are unable to satisfy all stakeholders, our reputation, our ability to attract or retain employees, our sales and our attractiveness as an investment, business partner or as an acquiror could be negatively impacted. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could have the same negative impacts, as well as expose us to government enforcement actions, fines and private litigation. Even if we achieve our goals, targets and objectives, we may not realize all of the benefits that we expected at the time they were established.

Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe that expose us to physical and transition risk. Physical risks include the increasing frequency of extreme weather events and natural disasters and effects on water availability and quality and biodiversity loss. These impacts increase risks to the global food production and distribution system and to the safety and resilience of the communities where we live, work and source our ingredients, and could further decrease food security for communities around the world. Decreased agricultural productivity caused by climatesuch changephysical risks has limited and in the future may continue to limit the availability of the commodities we purchase and use and increase the costs of such products. These include cocoa, which is a critical raw material for our chocolate and biscuits & baked snacks portfolios that is particularly sensitive to changes in climate and has recently had a global decrease in availability and increase in price, as well as other raw materials such as dairy, wheat, vegetable oils, sugar and nuts. Weather events such as floods, severe storms or water shortagesshortages, thatincluding arethose partially caused or exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, our external manufacturing partners, distributors or other business partners and could increase our insurance and other operating costs.

Transition risks include increased focus by federal, state and local regulatory and legislative bodies globally regarding environmental policies relating to climate change, regulating greenhouse gas emissions (including carbon pricing or a carbon tax), energy policies, disclosure obligations and sustainability (including single use plastics). New legal and regulatory requirements have increased and could continue to increase our operating costs for things like energy or packaging through taxes or regulations, including payments under extended producer responsibility policies, taxes on specific packaging material types and targets to increase the use of reuse/refill delivery models. Regulations intended to reduce carbon emissions, including any actual or proposed carbon taxes, could also substantially increase our product supply chain and distribution costs. Even ifChanges we make changes to align ourselves with such legal or regulatory requirements, werequirements may still be subjectinsufficient to avoid significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with our practices. Similarly, we may incur substantial costs if such legal or regulatory requirements are subsequently reversed or modified. Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact and towards products that are more sustainably grown and made. We expect to incur additional costs as we evolve our portfolio and engage in due diligence, verification and reporting in connection with our ESG and sustainability initiatives. We might not effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Those stakeholders might also have requests or proposals that are not aligned with the focus of our efforts on climate change and ESGsustainability matters. Climate change-related impacts could also reduce demand for our products. If costs for raw materials increase or availability decreases, we raise prices for our products and our competitors respond differently to those cost or availability pressures, demand for our products and our market share could suffer. We have also experienced decreased demand for chocolate during periods when temperatures are warmer.

In 2021, we announced our goal of net zero greenhouse gas emissions by 2050. Achieving this goal will require significant transformation of our business, capital investment and the development of technology that might not currently exist. We might incur significant additional expenses or be required to recognize impairment charges in connection with our efforts, and we might be unable to achieve, or be perceived to fail to achieve, our goal. Any or all of these risks could materially and adversely affect our ability to meet the needs of our customers, reputation, product sales, financial condition, results of operations, cash flows and stock price.

Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease or cancel purchases of our products, or delay or fail to pay us for previous purchases. Failure to effectively respond to retail consolidation, increasing retail power and competition from retailer and other economy brands could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations, cash flows and stock price.

Disputes with significant customers, suppliers or distributors, including disputes related to pricing or performance and any resultant refusal to provide shelf and/or retail spaces for our products, could adversely affect our ability to supply or deliver products or operate our business and could materially and adversely affect our product sales, financial condition and results of operations. The financial condition of our significant customers and business partners are affected by events that are largely beyond our control. New regulations can also affect our commercial practices and our relationship with customers, suppliers or distributors. Deterioration in the financial condition of significant customers, suppliers or distributors or regulations affecting our relationship with these parties could materially and adversely affect our product sales, financial condition, results of operations, cash flows and stock price.

We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability.

We must attract, hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies. We have experienced and could continue to experience unplanned or increased turnover of employees with key capabilities, and we could fail to develop adequate succession plans for leadership positions or hire and retain a workforce with the skills and in the locations we need to operate and grow our business. We could also fail to attract and develop personnel with key emerging capabilities that we need to continue to respond to changing consumer and customer needs and grow our business, including skills in the areas of advanced technology, artificial intelligence, machine learning, digital commerce, data analytics and supply chain expertise. Occurrence of any of these conditions could deplete our institutional knowledge base and erode our competitiveness.

We are experiencing an increasingly tight and competitive labor market and could face unforeseen challenges in the availability of labor. A sustained labor shortage or increased turnover rates within our employee base as a result of general macroeconomic factors (including high inflation and hyperinflation in certain markets), have led and in the future could continue to lead to increased costs, such as increased overtime to meet demand and increased wages to attract and retain employees. We have also been negatively affected and could continue to be negatively affected by labor shortages or constraints experienced by our partners, including our external manufacturing partners, freight providers, other strategic suppliers and distributors. Failure to achieve and maintain a diversehighly skilled workforce and leadership team, compensate our employees competitively and fairly, maintain a safe and inclusive environment or promote the well-being of our employees could affect our reputation and also result in lower performance and an inability to retain valuable employees.

We must address changes in, and that affect, our workforce and satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 60%56% of our 78,00079,000 employees outside the United States and approximately 20%22% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by our employees or those of our suppliers, distributors or other business partners, or situations like the renegotiation of collective bargaining agreements, have in the past and may in the future cause disruptions to our supply chain, manufacturing or distribution processes. Changes in immigration laws and policies or restrictions could make it more difficult for us to recruit or relocate skilled employees. We could also fail to effectively respond to evolving perceptions and goals of those in our workforce or whom we might seek to hire with respect to flexible working or other matters. These risks could materially and adversely affect our reputation, ability to efficiently operate our manufacturing facilities and overall business and meet the needs of our customers, product sales, financial condition, results of operations, cash flows and stock price.

Our activities around the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, sourcing, packaging and waste management (including packaging containing PFAS), storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade and export controls, labor,labor (including human rights), tax, social and environmental matters, privacy, data protection, machine learning and artificial intelligence, and health and safety practices. Government authorities regularly change laws and regulations, their interpretations of existing laws and regulations, and their enforcement priorities. Our failure to comply with existing laws and regulations (orincluding allegations thereof), or to make changes necessary to comply with new or revised laws and regulations (including interpretations thereof) or evolving interpretations and application of existing laws and regulations, and differing or competing laws and regulations across the markets where our products are made, manufactured, distributed and sold, could materially and adversely affect our product sales, financial condition, results of operations and cash flows, including as a result of higher compliance costs, higher capital expenditures and higher production costs. For instance, our financial condition, results of operations and cash flows could be negatively affected by the regulatory and economic impact of changes in the corporate tax policies of the United States and other countries; tariff policies and trade relations among the United States and other countries, including China, Mexico, Canada and the European Union; and changesrecent regulatory initiatives within the European Union.Union, including the EU Deforestation Regulation and the Corporate Sustainability Due Diligence Directive. Furthermore, as the legal and regulatory environment for artificial intelligence and other emerging technologies continues to evolve, our compliance obligations may significantly increase our costs or limit the extent to which we are able to use these technologies. Evolving expectations on ESGsustainability disclosures and reporting will also result in new regulatory actions. In addition, findings in studies or claims made in the results of third-party studiesmedia (whether or not scientifically valid) purporting to assessconcerning the health implications of consumption of certain ingredients or substances present in certain of our products or packaging materials have resulted in and could continue to result in our being subject to new taxes and regulations or lawsuits that can adversely affect our business.

We could decide, or laws or regulations could require us, to recall products due to suspected or confirmed deliberate or unintentional product contamination, including contamination of ingredients we use in our products that third parties supply, spoilage or other adulteration, the introduction of foreign objects, food-borne illnesses, product mislabeling or product tampering. These risks could be heightened in light of increased pressure on our suppliers from supply chain challenges. Our facilities and products, and those of our suppliers, may also be subject to inspection by national, federal, state and local authorities, potentially revealing product quality or safety issues. In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category. Any of these events could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations, cash flows and stock price.

We may also suffer losses when our products or operations or those of our suppliers violate applicable laws or regulations, or when our or our suppliers’ products cause injury, illness or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. A significant product liability or related claim or other legal judgment against us, a regulatory enforcement action, a widespread product recall or comments relating to the safety of our products could materially and adversely affect our reputation and profitability. Moreover, even if a product liability, consumer fraud or other claim, litigation or investigation has no merit, is not pursued or is unsuccessful, the negative publicity surrounding assertions against our products orproducts, processes or conduct could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition, results of operations, cash flows and stock price, and we could incur significant expense responding to such a claim, litigation or investigation. For example, a recent purported personal injury lawsuit filed in December 2024 against a number of food companies, including us (Bryce Martinez vs. Kraft Heinz Co. Inc. et al.), alleged that certain food products we and other companies make are addictive and cause health problems. While we believe that thisour lawsuitposition is without meritwell-supported and we intend to vigorously defend ourselves, we cannot predict the outcome or the impact of such litigation or similar lawsuits on our business or reputation. In addition, while we currently maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of product recalls, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.

We operate around the world in environments with constantly evolving legal, tax and regulatory frameworks, and we are subject to risk of litigation, legal or tax claims, investigations, or other regulatory enforcement actions. Actions by our employees, contractors, agents or others in violation of our policies and procedures could lead to deficiencies in our internal or other controls or violations, unintentional or otherwise, of laws and regulations. We could also be subject to litigation, legal claims, investigations or regulatory actions in connection with the continued evolution of our sustainability and ESG-relatedsustainability-related initiatives. In addition, we may be impacted by litigation trends, including class action, individual or multi-jurisdiction lawsuits, or investigations or enforcement actions involving consumers, employees, shareholders or other stakeholders. For example, as a global snacking company, we are subject to increased regulatory scrutiny and face legal challenges in a variety of jurisdictions concerning the alleged health implications of certain food products and our methods in marketing those products. When litigation, legal or tax claims, investigations or regulatory enforcement actions arise out of our failure or alleged failure to comply with applicable laws, regulations or controls, we could be subject to civil and criminal penalties, and voluntary and involuntary document requests, that could materially and adversely affect our reputation, product sales, financial condition, results of operations, cash flows and stock price. Even if a claim, lawsuit, investigation, enforcement action or other action is unsuccessful, without merit or not pursued to completion, the reputational impact or cost of responding to such a claim, including expenses and management time, could adversely affect us.

We consider our intellectual property rights,rights particularly and most notably our(including trademarks, but also our patents, copyrights, registered designs, proprietary trade secrets, recipes, technology, know-howtechnology and licensing agreements,know-how) to be a significant and valuablematerial part of our business. We attempt to protect our intellectual property rights in various ways by takingasserting advantagerights ofunder aapplicable combinationintellectual of patent, trademark, copyright and trade secretproperty laws in various countries, as well asusing licensing agreements, third-party nondisclosurenondisclosure, assignment and assignmentother agreements and policingmonitoring offor and enforcing against third-party misuses and infringement of our intellectual propertyproperty, including in traditional retail and digital environments. We cannot be certain that the legal steps we are taking are sufficient to protect our intellectual property rights or that, notwithstanding legal protection, others do not or will not infringe or misappropriate our intellectual property rights. Our failure to obtain or adequately protect our intellectual property rights (including in response to developments in artificial intelligence technologies), or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business, financial condition and stock price.

We may be unaware of potential third-party claims of intellectual property infringement relating to our technology, brands or products. Furthermore, the use of artificial intelligence and machine learning in our operations may elevate the risk of third-party infringement claims, especially those related to our alleged unauthorized use of third-party tools, technology or content. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert management’s and other key personnel’s attention from our business operations. Third-party claims of intellectual property infringement might require us to pay monetary damages or enter into costly license agreements. We also may be subject to injunctions against development and sale of certain of our products, which could include removal of existing products from sale. Any of these occurrences could materially and adversely affect our reputation, brand health, ability to introduce new products or improve the quality of existing products, product sales, financial condition, results of operations, cash flows and stock price.

As a global company, we are subject to taxation in the United States and various other countries and jurisdictions. As a result, our effective tax rate is determined based on the income and applicable tax rates in the various jurisdictions in which we operate. Our future effective tax rates could be affected by changes in the composition of earnings in countries with differing tax rates or other factors, and adverse changes in the underlying profitability or financial outlook of our operations could lead to changes in the realizability of our deferred tax assets, resulting in a chargechange to our effective tax rate.

Changes in tax laws in the U.S. or in other countries where we have significant operations, including rate changes or corporate tax provisions that could disallow or tax perceived base erosion or profit shifting payments or subject us to new types of tax, could materially affect our effective tax rate and our deferred tax assets and liabilities. As of January 2025, the change in U.S. presidential administration and control of U.S. Congress may produce changes to U.S. tax legislation. In addition, aspects of any new or proposed changes to U.S. tax laws may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us. As of December 31, 2024,2025, numerous countries have now enacted the Organization offor Economic Cooperation and Development’s model rules onfor a global minimum tax, with the earliest effective date being for taxable years beginning after December 31, 2023. However, on January 5, 2026, the OECD Inclusive Framework members approved changes to the model rules, including the introduction of a “side by side” rule which would exempt U.S.-parented companies from certain aspects of the global minimum tax regime. The updated model rules will need to be incorporated into local tax legislation to be effective. Important details of these minimum tax regimes are still being considered.considered, which could increase tax uncertainty in the short term. Based on the guidance available thus far, we do not expect this legislation to have a material impact on our consolidated financial statements, but we will continue to evaluate it as additional guidance and clarification becomes available.

We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely affect our effective tax rate, results of operations, cash flows and stock price.

As of December 31, 2024,2025, we sold our products in over 150 countries and had operations in approximately 80 countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations. Our financial position and operating results are sensitive to movements in currency exchange rates, which have recently been more volatile, because a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes or converted into U.S. dollars to service obligations such as our U.S. dollar-denominated indebtedness and to pay dividends to our shareholders. In addition, movements in currency exchange rates affect transaction costs because we source product ingredients from various countries. Our efforts to mitigate our exposure to exchange rate fluctuations, primarily on cross-currency transactions, may not be successful. We factor exchange rate impacts into our local pricing decisions, but there may be lags in implementing pricing changes due to competitive pressures or customer or regulatory constraints. We also hedge a number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could impact our future borrowing costs. Hedging of these risks could potentially subject us to counter-party credit risk. In addition, local economies, monetary policies and currency hedging availability affect our ability to hedge against currency-related economic losses. We might not be able to successfully mitigate our exposure to currency risks due to factors such as continued global and local market volatility, actions by foreign governments, trade disputes, economic sanctions, political uncertainty, inflation, interest rates and limited hedging opportunities. For instance, in December 2023, the Argentinean peso devalued significantly in excess of historic levels. Accordingly, changes in the currency exchange rates that we use to translate our results into U.S. dollars for financial reporting purposes or for transactions involving multiple currencies could materially and adversely affect future demand for our products, our financial condition, results of operations, cash flows and stock price, and our relationships with customers, suppliers and employees in the short or long-term.

We regularly access the commercial paper markets in the United States and Europe for ongoing funding requirements. A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper. Disruptions in the global commercial paper market or other effects of volatile economic conditions on the global credit markets also could reduce the amount of commercial paper that we could issue and raise our borrowing costs for both short- and long-term debt offerings. Additionally, we use cash management programs, such as factoring and supply chain finance arrangements, in our business when circumstances are favorable to manage liquidity. If these programs or underlying customer or supplier terms do not continue and we are unable to secure alternative programs, our cash and working capital may be negatively affected and we may have to utilize our various financing arrangements or increase our long-term borrowings for short- and long-term liquidity requirements. Limitations on our ability to access the commercial paper markets, a reduction in our liquidity or an increase in our borrowing costs could materially and adversely affect our financial condition, results of operations and stock price.

We also participate in multiemployer pension plans for certain U.S. union-represented employees. As a participating employer under multiemployer pension plans, we may owe more than the contributions we are required to make under the applicable collective bargaining agreements. For example, if we partially or completely withdraw from a multiemployer pension plan, we may be required to pay a partial or complete withdrawal liability, such as the withdrawal liability we are paying in connection with our complete withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund in 2018.liability. This kind of withdrawal liability will generally increase if there is also a mass withdrawal of other participating employers or if the plan terminates. SeeRefer to Note 11,10, Benefit Plans, to the consolidated financial statements for more information on our multiemployer pension plans.

Recent Developments and Significant Items Affecting Comparability

We continue to observe significant market and geopolitical uncertainty, fluctuating consumer demand, inflationary pressures, supply constraints, trade and regulatory uncertainty and exchange rate volatility. As a result, we experienced significantly higher operating costs, including higher overall raw material, labor and energy costs that have continued to rise. In particular, while we expect cocoa costs to be lower in 2026 compared to the current year, we expect to continue to face higherelevated cocoa costs,costs as compared to historical levels in the market price for cocoa beans has increased significantly year-over-yearnear- and it is likely that prices will remain elevated for some time.medium-term. Refer to Commodity Trends for additional information.

Our overall outlook for future snacks revenue growth remains strong; however, we anticipate ongoing volatility. While we have responded to elevated raw material costs with pricing increases for certain of our products, the elasticity impacts from those pricing increases has adversely impacted consumer demand, particularly in the United States and Europe. We will continue to proactively manage our business in response to the evolving global economic environment, related uncertainty and business risks while also prioritizing and supporting our employees and customers. We continue to take steps to mitigate impacts to our supply chain, operations, technology and assets.

Additionally, we provide more information on risks related to trade and regulatory uncertainty in our FinancialBusiness OutlookTrends section and under Item 1A, Risk Factors.

In February 2022, following the Russian military invasion of Ukraine, we stopped production and closed our facilities in Ukraine; since then we have taken steps to protect the safety of our employees and to restore operations at our two manufacturing facilities, which were significantly damaged in March 2022. See Note 1, Summary of Significant Accounting Policies - War in Ukraine, to the consolidated financial statements, and referRefer to Items Affecting Comparability of Financial Results for additional information.

We have suspended new capital investments and our advertising spending in Russia, but as a food company with more than 2,500 employees in the country, we have not ceased operations givenbecause we believe that we play a role in the continuity of the food supply. We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities and businesses on an ongoing basis and comply with applicable international sanctions. We continue to consolidate both our Ukrainian and Russian subsidiaries. During both 2024 and 2023,2025, Ukraine generated 0.4% and Russia generated 2.9%3.7% of our consolidated net revenue. The profitability of and the assets held by our Russian business continue to remain above historic levels. We cannot predict if the recent strength in our Russian business will continue in the future.

Our operations in Russia are subject to risks, including the temporary or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations in Russia. In the event this were to occur, this could lead to the partial or full impairment of our Russian assets or deconsolidation of the operations in Russia in future periods, or the termination of and loss of revenue from our business operations, based on actions taken by Russia, other parties or us. For additional information, seerefer to Item 1A, Risk Factors, including the risk entitled “The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations.”

In October 2023, conflict developed in the Middle East between Hamas and Israel, and has expanded to other parts of the region. DuringThroughout 2024,2024 and 2025, we experienced limited adverse sales impacts related to this conflict in certain AMEA markets, but this did not have a material impact on our business, results of operations or financial condition. We continue to evaluate the impacts of these developmentsdevelopments, including ongoing geopolitical discussions, on our business and we cannot predict if it will have a significant impact in the future.

In July 2024, our Board of Directors approved funding of $1.2 billion for a multi-year systems transformation program to upgrade our global ERP and supply chain systems (the “ERP System Implementation”). The ERP System Implementation spending comprises both capital expenditures and operating expenses, of which a majority is expected to relate to operating expenses. The operating expenses associated with the ERP System Implementation represent incremental transformational costs above the normal ongoing level of spending on information technology to support operations. The ERP System Implementation program will be implemented by region in several phases with spending occurringcontinuing over the next fivethree years, with expected completion by year-end 2028. Refer to Non-GAAP financial measures and Note 1, Summary of Significant Accounting Policies for additional information.

During 2024, we completed the acquisition of Evirth (Shanghai) Industrial Co., Ltd. (“Evirth”), a leading manufacturer of cakes and pastries in China. Refer to Note 2, Acquisitions and Divestitures for additional details.

Equity Method Investment Transactions

Keurig Dr Pepper Transactions (Nasdaq: "KDP")

During the third quarter of 2024, we entered into an agreementagreements with two third partythird-party insurance companies forto purchase buy-in annuity contracts to cover the liabilities associated with the Mondelēz Global LLC Retirement Plan (“MDLZ Global Plan”), the pension plan for USU.S. salaried employees. The agreementagreements featuresprovided a buy-in of the plan assetsus with anthe option to elect a future buy-out conversion.conversion, Theat which time full responsibility of the MDLZ Global Plan wasobligations terminatedwould ontransfer Decemberto 31,the 2024,insurance andcompanies. On June 12, 2025 we intend to executeelected the buy-out conversion and recognized a non-cash pre-tax settlement loss of $282 million as a component of our net periodic pension cost in the second quarter of 2025. Refer to Note 10, Benefit Plans for additional information.

We continue to monitor existing and potential future tax reform around the world. Numerous countries have now enacted the Organization of Economic Cooperation and Development’s (OECD) model rules onfor a global minimum tax, effective forin 2024. ImportantThe details of these minimum tax regimes are still being considered. Based on the guidance available thus far, thisexisting legislation diddoes not have a material impact on our consolidated financial statements,statements. butOn weJanuary 5, 2026, the OECD Inclusive Framework members approved changes to the model rules, including the introduction of a “side by side” rule which would exempt U.S.-parented companies from certain aspects of the global minimum tax regime. The updated model rules will continueneed to evaluatebe itincorporated asinto additionallocal guidancetax andlegislation clarificationto becomesbe available.effective. We do not expect the new rules to have a material impact on our consolidated financial statements.

In addition to monitoring our key operating metrics, weWe monitor a number of developments and trends that could impact our revenue and profitability objectives:

We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. Core snacks categories continued to expand due to the continued growth of snacking as a consumer behavior around the world. As part of our strategic plan, we seek to drive category growth by leveraging our local and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our availability across multiple channels. We believe these actions will continue to help drive demand in our categories and strengthen our positions across markets.

Snack food consumption is highly correlated to GDP growth, urbanization of populations and rising discretionary income levels associated with a growing middle class, particularly in emerging markets. We believe that snacks continue to be a source of comfort as well as excitement and variety for consumers. Social media increasingly helps consumers find food trends, inspiration and connection onacross their social media and other feeds. Consumers are also interested in buying snacks conveniently, whether through same-day delivery platforms, shipped sources or different retail settings. Many consumers also continue to prioritize sustainability in their purchase decisions, valuing sustainably sourced ingredients, low carbon footprint preparation and lower waste packaging. We seek to continue to offer snacks that meet consumer needs and preferences and align with our strategic priorities.

Our net revenue growth and profitability may be affected as we adjust prices to address new conditions, such as increasing input and operating costs due to supply, transportation and labor constraints, the impact of tariffs and higher cost trends. We adjust our product prices based on a number of variables including market factors, transportation, logistics and changes in our product input costs, and we have increased prices to controlmitigate costs given significant cost inflation.

Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs. We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and taxother planning.planning actions. We experienced significantly higher operating costs, including higher overall raw material (particularly cocoa) and labor costs that have continued to rise. Refer to Commodity Trends for additional information.

In many markets, including the United States, a portion of our products, including significant inputs, are imported from other jurisdictions. OnAs Februaryof 1,January 2025,2026, the UnitedU.S. Statesmaintains government announced tariffs up to 25% on imports from certain countries, including Mexico and Canada, and 10%higher tariffs on productimported importsgoods (finished products and inputs) from certainmany countries,trading includingpartners. China. While we are still evaluating the potential impactSome of these actionstariffs have increased our costs for finished products, as well as oursome abilityingredients and packaging used to mitigateproduce theand impact, they are expected to adversely impactdistribute our revenueproducts. andIn costsome ofcases, U.S. tariff policy has also resulted in retaliatory measures on U.S. goods soldentering inforeign the United States. If the provisions of those tariffs were maintained as proposed, we would expect those adverse impacts to be significant. In addition, retaliatory tariffs imposed by other countries or other potential government actions, would likely result in further adverse impacts to our revenue and cost of goods sold.markets. For additional information, seerefer to Item 1A, Risk Factors, including the risk entitled “We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign governments.”

We continue to observe significant market and geopolitical uncertainty, fluctuating consumer demand, inflationary pressures, supply constraints, trade and regulatory uncertainty and exchange rate volatility. In addition, consumer preferences continue to evolve in response to health and wellness trends. As a result, we experienced higher operating costs, including higher overall raw material, labor and energy costs that have continued to rise.costs. In particular, cocoa pricesprices, arewhile lower compared tobelow prior year butpeak levels, are expected to remain elevated compared to historical levels in the near- and medium-term. Refer to Commodity Trends for additional information.

Our overall outlook for future snacks revenue growth remains strong; however, we anticipate ongoing volatility. While we have responded to elevated raw material costs with price increases for certain of our products, the elasticity impacts from those pricing increases have adversely impacted consumer demand, particularly in the United States and Europe. We will continue to proactively manage our business in response to the evolving global economic environment, related uncertainty and business risks while also prioritizing and supporting our employees and customers. We continue to take steps to mitigate impacts to our supply chain, operations, technology and assets.

In many markets, including the United States, certain products or a portion of our products, including significant inputs, are imported from other jurisdictions. As the current geopolitical environment remains unpredictable, we continue to monitor and evaluate the impact of proposed and enacted tariffs, including proposed and enacted retaliatory tariffs or other trade restrictions. During the first quarter of 2026, the U.S. Supreme Court ruled that the tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful. Over the period in which these tariffs were in effect, we paid approximately $20 million of tariffs under the IEEPA.IEEPA, of which we have received refunds for approximately $6 million as of June 30, 2026. The timing and amount of any additional refunds of these tariffs remains uncertain at this stage. As such, we have not recorded any additional anticipated IEEPA tariff refundrefunds as of MarchJune 31,30, 2026. Additionally, the U.S. administration has continued to impose new tariffs under other provisions in U.S. trade law and will likely continue to do so in the future. We are evaluating the potential impact of these developments as well as our ability to mitigate the impact, as they are expected to adversely impact our revenue and cost of goods sold. If additional tariff actions are implemented, we would expect those adverse impacts on our business operations and financial performance to be significant. For most products and materials imported to the United States from Mexico and Canada, we comply with the terms of the U.S.-Mexico-Canada Agreement and are therefore not subject to tariffs on most products and materials imported from those jurisdictions. However, the current trade environment continues to evolve rapidly and there can be no assurance that such products and materials will continue to be exempt. The implementation of additional protectionist trade measures, and any further retaliatory actions taken in response, could result in increased costs and pricing pressures, disrupt consumer spending patterns, and impact market stability and consumer confidence, any or all of which could adversely affect our operating results. For additional information, see the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025, including the risk entitled “We are subject to risks from changes to the trade policies and tariff and import/export regulations by the U.S. and/or other foreign governments.”

InThe February 2022, following the Russian military invasion of Ukraine, we stopped production and closed our facilitieswar in Ukraine; since then, we have taken stepscontinues to protectsubject our business in the region to periodic disruptions, which may affect production, distribution and the safety of our employeesemployees. andWe continue to restore operations at our two manufacturing facilities, which were significantly damaged in March 2022. We have suspendedsuspend new capital investments and our advertising spending in Russia, but as a food company with more than 2,500 employees in the country, we have not ceased operations because we believe that we play a role in the continuity of the food supply. We continue to evaluate the situation in Ukraine and Russia and our ability to control our operating activities in Ukraine and businesses on an ongoing basisRussia and comply with applicable international sanctions. We continue to consolidate both our Ukrainian and Russian subsidiaries. During the firstsecond quarter of 2026, Ukraine generated 0.4% and Russia generated 3.1%3.8% of our consolidated net revenue. We cannot predict if the recent strength in our Russian business will continue in the future.

Our operations in Russia are subject to risks, including the temporary or permanent loss of assets due to expropriation or further curtailment of our ability to conduct business operations in Russia.Russia, In the event this were to occur, thiswhich could lead to the partial or full impairment of our Russian assets or deconsolidation of our Russian operations in future periods, or the termination of and loss of revenue from our businessthose operations, based on actions taken by Russia, other parties or us. For additional information, see the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025, including the risk entitled “The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations.”

OnEscalation Februaryof 28,military 2026,activity in the UnitedMiddle StatesEast has affected, and Israelmay launchedcontinue militaryto strikesaffect, onour Iranoperations andin the situationregion, remains highly uncertain. Following the military strikes, we briefly stopped production withinincluding our manufacturing facility in BahrainBahrain. and that facility is now operating with reduced capacity. As a result of this conflict, recent shippingShipping disruptions in the Middle East and surrounding waterways have createdcreated, and may continue to create, logistical pressures, including impacts to thereduced availability of certain shipping routes,routes resulting inand increased shipping costs and time.transit times. While we have taken actions to divert our shipping routes to minimize impacts on our business,routes, we may not be able to fully mitigate the impact of higher shipping rates, longer shipping routes and other adverse impacts related to this conflict in certain AMEA markets. However, to date, these developments have not had a material impact on our business, results of operations or financial condition. We continue to evaluate the impacts of these developments, including evolving geopolitical dynamics, on our businessdevelopments and we cannot predict if they will have a significant impact in the future. During the firstsecond quarter of 2026, Middle Eastern countries impacted by the conflict generated approximatelyless than 1.0% of our consolidated net revenue.

Extreme pricing did not have a material impact on our non-GAAP financial measures for the three and six months ended MarchJune 31,30, 2026.

We also evaluate the operating performance of the company and its international subsidiaries on a constant currency basis. Our non-GAAP measures presented on a constant currency basis exclude the effects of currency translation rate changes and, beginning in the first quarter of 2024, extreme pricing increases in Argentina. For additional information, refer to Extreme Price Growth in Argentina and Other Currency-Related Items. We determine constant currency operating results by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-yearprior year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange raterates had not changed from the comparable prior-yearprior year period.

Our primary non-GAAP financial measures and corresponding metrics, listed below, reflect how we evaluate our current and prior-yearprior year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis. When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. For descriptions of the items excluded from our non-GAAP financial measures, refer to Items Affecting Comparability of Financial Results.

•“Adjusted Operating Income” is defined as operating income (the most comparable U.S. GAAP financial measure) excluding, when they occur, the impacts of: restructuring charges; gains or losses (including non-cash impairment charges) on goodwill and intangible assetsasset impairment charges; divestiture-related items; acquisition-related items; remeasurement of net monetary position of highly inflationary countries; mark-to-market impacts from commodity and foreign currency derivative contracts economically hedging forecasted transactions; resolution of tax matters; incremental costs due to geopolitical conflicts and operating costs from the ERP System Implementation program. We also present Adjusted Operating Income margin, which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of underlying operating results.

•“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International (the most comparable U.S. GAAP financial measure) from continuing operations excluding, when they occur, the impacts of the items listed in the Adjusted Operating Income definition as well as pension participation changes, initial impacts from enacted tax law changes and gains or losses on equity method investment transactions. We also evaluate growth in our Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating results.

The below table and subsequent commentary present income or (expense) items that affected the comparability of our results of operations and provides details of each item. Please refer to the notes to the condensed consolidated financial statements indicated below for additional information. These items are excluded from our non-GAAP earnings measures to better facilitate comparisons of our underlying operating performance across periods. We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of our ongoing financial and business performance and trends. TheseWe identify these items arebased excludedon fromhow ourmanagement non-GAAPviews earningsthe measuresbusiness; tomakes better facilitate comparisons of our underlyingfinancial, operating performanceand acrossplanning periods.decisions; and evaluates ongoing performance. Refer to the Consolidated Results of Operations – Net Earnings and Earnings per Share Attributable to Mondelēz International table for the after-tax per share impacts of these items and to the Non-GAAP Financial Measures section for definitions of our non-GAAP financial measures.

Gains and losses on equity method investment transactions – We exclude gains and losses from partial or full sales of equity method investments, as well as impairments or other non-routine transactions related to those investments. In addition, we also exclude from our non-GAAP financial measures any gains or losses realized on economic hedges of sales proceeds from our equity method investment transactions.

Net Revenues – increased 8.2%4.1% to $10.1$9.4 billion in the second quarter of 2026 and increased 6.2% to $19.4 billion in the first quartersix months of 2026 as compared to the same periodperiods in the prior year. Net revenue growth in both the second quarter and first quartersix months of 2026 was driven by higher net pricing and favorable currency-related items, as several currencies we operate in strengthened relative to the U.S. dollardollar, comparedhigher tonet exchangepricing ratesand infavorable the prior year,volume/mix, partially offset by unfavorable volume/mix and lapping prior-yearprior year net revenue from a divestiture.

Organic Net Revenue – Organic Net Revenue, a non-GAAP financial measure, increased 3.0%2.2% to $9.6$9.2 billion in the second quarter of 2026 and increased 2.6% to $18.8 billion in the first quartersix months of 2026 as compared to the same periodperiods in the prior yearyear. During both the second quarter and the first six months of 2026 Organic Net Revenue grew due to higher net pricing,pricing partiallyand offset by unfavorablefavorable volume/mix. Organic Net Revenue is reported on a constant currency basis and excludes revenue from acquisitions and divestitures. Refer to Non-GAAP Financial Measures for the definition of Organic Net Revenue and Consolidated Results of Operations for our reconciliation with net revenues.

Diluted EPS – Diluted EPS attributable to Mondelēz International increased 41.9%144.9% to $0.44$1.20 in the second quarter of 2026 and increased 105.0% to $1.64 in the first quartersix months of 2026 as compared to the same periodperiods in the prior year. TheDiluted increaseEPS wasincreased in both the second quarter and first six months of 2026, primarily driven by a favorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives.derivatives, Thislower pension participation charges and initial impacts from enacted tax law changes. These favorable itemitems waswere partially offset by a decrease in Adjusted EPS, higher restructuringacquisition-related charges anditems, higher costs incurred for the ERP System Implementation program.program and higher incremental costs due to geopolitical conflicts. The first six months of 2026 also reflected higher restructuring charges.

Adjusted EPS – Adjusted EPS, a non-GAAP financial measure, was flat at $0.73 in the second quarter of 2026 and decreased 9.5%4.8% to $0.67$1.40 in the first quartersix months of 2026 as compared to the same periodperiods in the prior year. On a constant currency basis, Adjusted EPS decreased 14.9%2.7% to $0.63$0.71 in the second quarter of 2026 and decreased 8.8% to $1.34 in the first quartersix months of 2026 as compared to the same periodperiods in the prior year. Refer to Non-GAAP Financial Measures for the definition of Adjusted EPS and Consolidated Results of Operations for our reconciliation with diluted EPS. The decrease in Adjusted EPS was driven by operating declines and higher income taxes, partially offset by lower interest and other expense, favorable currency-related items and fewer shares outstanding.

Three Months Ended MarchJune 3130

Net Revenues – Net revenues increased $767$371 million (8.2%4.1%) to $10,080$9,355 million in the firstsecond quarter of 2026, and Organic Net Revenue (1) increased $279$198 million (3.0%2.2%) to $9,581$9,172 million. Emerging markets net revenues increased 11.4%7.4% and emerging markets Organic Net Revenue increased 6.3%4.4% (1). Developed markets net revenues increased 6.1%1.9% and developed markets Organic Net Revenue increased 0.8%0.7% (1). The underlying changes in net revenues and Organic Net Revenue are detailed below:

Net revenuerevenues increase of 8.2% was4.1%, driven by our underlying Organic Net Revenue growth of 3.0%2.2% and favorable currency-related items, partially offset by lapping prior-yearprior year net revenue from a divestiture. Organic Net Revenue growth was driven byreflected higher net pricing,pricing partiallyand offset by unfavorablefavorable volume/mix. Higher net pricing was duedriven toby the benefit of carryover pricing from 2025 as well as the effects of input cost-driven pricing actions taken during 2026.2026, Higher net pricingand was reflected inacross all regions.regions Unfavorableexcept Europe. Favorable volume/mix was experienceddriven inby Europe,growth Latinacross Americamost regions and Northcategories, America,partially drivenoffset by Europe where chocolate volume declines reflectingare moderating following elevated pricing elasticityactions impactstaken in Europethe andprior Latin America, as well as soft biscuits & baked snacks consumption in North America.year. Currency-related items increased net revenues by $499$183 million, primarily driven by favorable currency translation rate changes, due to the strength of most currencies relative to the U.S. dollar, including the euro,Brazilian British pound sterling,real, Mexican peso, Brazilianeuro, real,Chinese Russian ruble,yuan, Australian dollar and ChineseRussian yuan.ruble. These favorable impacts were partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Argentinean peso, Indian rupee and TurkishArgentinean lira.peso.

Operating Income – Operating income increased $128$774 million (18.8%66.0%) to $808$1,946 million in the firstsecond quarter of 2026. Adjusted Operating Income (1) decreased $192$61 million (14.0%4.8%) to $1,182$1,222 million and Adjusted Operating Income on a constant currency basis (1) decreased $261$78 million (19.0%6.1%) to $1,113$1,205 million due to the following:

During the firstsecond quarter of 2026, we realized higher net pricing,pricing and favorable volume/mix, which was more thanpartially offset by increased input costs and unfavorable volume/mix.costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2025, was reflected across all regions.regions except Europe. The increase in input costs was driven by higher raw material costs, partially offset by lower manufacturing costs driven by productivity. While there were declines in cocoa market prices duringmoderated from prior year levels, the firstbenefit quarterwas oflimited 2026, those declines did not translate into lower costs due to ouras existing hedge positions andcontinue salesto ofreflect higherpreviously costcontracted inventory that we held at the beginning of the period,prices. Higher raw material costs were also driven by higher packaging, nuts, energy, edible oils, nuts, energy, dairygrains, and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costsimpacts on imported materials, partially offset by lower sugardairy and grainsugar costs. Overall, unfavorablefavorable volume/mix was experienceddriven by growth across most regions and categories, partially offset by Europe where chocolate volume declines are moderating following elevated pricing actions taken in Europe,the Latinprior America and North America, reflecting pricing elasticity impacts as well as biscuits & baked snacks category softness in North America.year.

Total selling, general and administrative expenses increased $205$276 million from the firstsecond quarter of 2025, which was net of several unfavorable factors noted in the table above, including in part, anincluded unfavorable currency-related impacts to expensesexpenses, an unfavorable year-over-year change in acquisition-related items and higher costs incurred for the ERP System Implementation program. Excluding these unfavorable factors, selling, general and administrative expenses increased $104$182 million from the firstsecond quarter of 2025. The increase was driven primarily by higher other selling, general and administrative expenses and higher advertising and consumer promotion costs and higher other selling, general and administration expenses.costs.

Currency-related items increased operating income by $69$17 million due to favorable currency translation rate changes, as the impact of extreme pricing in Argentina was not material. Favorable currency translation rate changes were primarily due to the strength of several currencies relative to the U.S. dollar, including the euro, British pound sterling, Russian ruble, Brazilian real, ChineseMexican yuanpeso and MexicanChinese peso,yuan, partially offset by the strength of the U.S. dollar relative to severala few currencies, includingprimarily the SwissEgyptian francpound and Indian rupee.

Operating income margin increased from 7.3%13.0% in the firstsecond quarter of 2025 to 8.0%20.8% in the firstsecond quarter of 2026. The increase in operating income margin was driven primarily by a favorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, partially offset by lower Adjusted Operating Income margin, higheran restructuringunfavorable chargesyear-over-year andchange in acquisition-related items, higher costs incurred for the ERP System Implementation program.program, higher restructuring charges and incremental costs due to geopolitical conflicts. Adjusted Operating Income margin decreased from 14.8%14.3% for the firstsecond quarter of 2025 to 11.7%13.1% for the firstsecond quarter of 2026. The decrease was driven primarily by higher raw material costs, unfavorablehigher productother mix,selling, general and administrative expenses and higher advertising and consumer promotion costs and general and administrative expenses,costs, partially offset by higher net pricing and lower manufacturing costs driven by productivity.

Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $560$1,548 million increased by $158$907 million (39.3%141.5%) in the firstsecond quarter of 2026. Diluted EPS attributable to Mondelēz International was $0.44$1.20 in the firstsecond quarter of 2026, up $0.13$0.71 (41.9%144.9%) from the firstsecond quarter of 2025. Adjusted EPS (1) was $0.67$0.73 in the firstsecond quarter of 2026, downflat $0.07as (9.5%)compared fromto the firstsecond quarter of 2025. Adjusted EPS on a constant currency basis (1) was $0.63$0.71 in the firstsecond quarter of 2026, down $0.11$0.02 (14.9%2.7%) from the firstsecond quarter of 2025.

•For the three months ended MarchJune 31,30, 2025,2026, taxes for the: mark-to-market lossesgains from derivatives were $(136)$172 million andmillion, ERP System Implementation program were $(815) million and initial impacts from enacted tax law changes were $(30) million.

Net revenues increased $145$180 million (12.1%15.1%), due to higher net pricing (8.17.9 pp) and a, favorable impact of currency-related items (7.06.7 pp), partiallyand offset by unfavorablefavorable volume/mix (3.00.5 pp). Higher net pricing was driven by input cost-driven pricing actions and reflected across all categories, primarily in Argentina, Brazil and Mexico.Argentina. Currency-related items were favorable primarily due to currency translation rate changes, reflecting the strength of most currencies relative to the U.S. dollar, including the Mexican peso, Brazilian real and ColombianMexican peso. These favorable impacts werepeso, partially offset by the strength of the U.S. dollar relative to a few currencies, primarily the Argentinean peso. UnfavorableFavorable volume/mix reflected volume declines due to pricing elasticity impacts across most markets, primarilygrowth in ArgentinaMexico and Mexico.Argentina, Overall,partially unfavorable volume/mix was drivenoffset by declines in allBrazil. categoriesOverall, exceptfavorable gum.volume/mix driven by gains in gum & candy, biscuits & baked snacks and meals, partially offset by chocolate and beverages.

Segment operating income increased $10$33 million (7.2%24.8%), primarily due to higher net pricing, lower manufacturing costs driven by productivity andproductivity, favorable currency translation rate changes.changes and favorable volume/mix. These favorable items were partially offset by higher raw materials,material unfavorable volume/mix,costs, higher other selling, general and administrative expensesexpenses, higher advertising and consumer promotion costs and higher costsrestructuring incurred for the ERP System Implementation program.charges.

Net revenues increased $288$150 million (14.3%8.2%), due to favorable volume/mix (5.85.2 pp), higher net pricing (5.51.9 pp) and favorable currency translation rate changes (3.01.1 pp). Favorable volume/mix reflected volume growth in all categories except beverages. Higher net pricing, driven by input cost-driven pricing actions, was reflected primarily in allchocolate categoriesand exceptbiscuits candy.& baked snacks, partially offset by beverages and meals. Favorable currency translation impacts were due to the strength of mostseveral currencies in the region relative to the U.S. dollar, including the Chinese yuan and Australian dollar, Chinese yuan, South African rand and the Malaysian ringgit, partially offset by the strength of aU.S. few currenciesdollar relative to thea U.S.few dollar,currencies, primarily the Indian rupee.

Segment operating income decreased $17 million (5.0%6.3%), primarily due to higher raw material costs, higher other selling, general and administrative expenses, higher advertising and consumer promotion costs and incremental costs due to geopolitical conflicts. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs driven by productivity, higher net pricing and favorable volume/mix impact, favorable currency translation rate changes and lower acquisition-related items.mix.

Segment operating income decreased $168$132 million (36.4%25.7%), primarily due to higherlower rawnet material costs,pricing, higher restructuringother charges,selling, unfavorable volume/mixgeneral and administrative expenses, higher advertising and consumer promotion andcosts, otherunfavorable selling,volume/mix, generalhigher costs incurred for the ERP System Implementation program and administrativehigher expenses.restructuring charges. These unfavorable items were partially offset by higher net pricing, favorable currencycurrency-related translation rate changes and by lower manufacturing costs driven by productivity.items.