SEC EDGAR · 10-K

10-K – 2026-02-04 – mdlz-20251231.htm

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Omsättning

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, i
We aim to be the global leader in snacking by focusing on growth, execution, culture and sustainability. We are optimizing our portfolio of leading brands and have refined our strategy to accelerate growth, prioritizing our fast-growing core categories of chocolate, biscuits and baked snacks. Our strategic plan builds on our strong foundations, including leadership in attractive categories, an attractive global footprint, a strong core of iconic global and local brands, marketing, sales, distrib
• Drive operational excellence. Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts. To drive productivity gains and cost improvements across our business, we also plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply chain informed by a consumer-centric approach and applying strong cost discipline acro
We also monitor our revenue growth across emerging markets and developed markets: | • Our emerging markets include our Latin America region in its entirety; the Asia, Middle East and Africa (“AMEA”) region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Türkiye, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries.
Demand for our products is generally balanced throughout the year, with increases in the fourth quarter primarily because of holidays and other seasonal events. Depending on the timing of Easter, the holiday sales may shift between and affect net revenue in the first and second quarter.
Our product distribution network encompasses direct store delivery, company-owned and satellite warehouses, distribution centers, third party distributors and other facilities. Additionally, we leverage the services of independent sales offices and agents in various international locations. Through our global digital commerce organization and capabilities, we pursue online growth with partners in key markets around the world, including both pure e-tailers and omni-channel retailers. We continue
Our marketing initiatives are categorized in three principal sets of activities: (i) consumer marketing and advertising including digital and social media, on-air, print, outdoor and other product promotions; (ii) consumer sales incentives such as coupons and rebates; and (iii) trade promotions to support price features, displays and other merchandising of our products by our customers.
We operate in highly competitive markets that are comprised of global, regional and local competitors, including new start-up brands and businesses. Some competitors have different profit objectives and investment time horizons than we do and therefore may approach pricing and promotional decisions differently. We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, nutritional value, the ability to identify and satisfy consumer prefer

EBITDA

Further, certain of our acquisitions may include earn-out provisions or other forms of contingent consideration. As of the acquisition date, we record contingent consideration arrangements at their estimated fair values. Contingent consideration arrangements are subsequently remeasured to fair value each reporting period, with changes in fair value recognized in earnings. The estimated fair values of our contingent consideration liabilities are primarily determined using Monte Carlo simulations.
The estimated fair values of our contingent consideration liabilities were primarily determined using Monte Carlo simulations. Significant assumptions used in assessing the fair values of the liabilities include financial projections for net revenue, gross profit, and EBITDA, as well as discount and volatility rates. Fair value measurements of contingent consideration liabilities are classified as Level 3 in the fair value hierarchy because they use significant unobservable inputs.

Rörelseresultat

Furthermore, we may not be able to complete, on terms favorable to us, desired or proposed divestitures of businesses that do not meet our strategic objectives or our growth or profitability targets. Our divestiture activities, or related activities such as reorganizations, restructuring programs and transformation initiatives, may require us to provide or receive transitional support and/or ongoing commercial relationships, recognize impairment charges or take action to reduce costs that remain
• Adjusted Operating Income: Favorable currency-related items of $94 million were driven by favorable currency translation rate changes of $86 million and extreme pricing of $8 million. | • Adjusted EPS: In 2025, favorable currency-related items of $0.06 were driven by favorable currency translation rate changes of $0.05 and extreme pricing of $0.01.
• “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 assets; divestiture-related items; acquisition-related items; operating results from short-term distributor agreements related to the sale of a business; remeasurement of net monetary position of highly inflationary countries; mark-to-mark
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 gains or losses on debt extinguishment and related expenses; gains or losses on marketable securities transactions; initial impacts from enacted tax law changes; and gains or losses on equity method investment transactions. We
(1) Includes impacts recorded in operating income and interest expense and other, net in the consolidated statements of earnings.
Net revenues $ 38,537 $ 36,441 $ 2,096 5.8 % | Operating income 3,548 6,345 (2,797) (44.1) %
Operating Income – Operating income decreased $2,797 million (44.1%) to $3,548 million in 2025, Adjusted Operating Income (1) decreased $822 million (13.9%) to $5,074 million and Adjusted Operating Income on a constant currency basis decreased $916 million (15.5%) to $4,980 million due to the following:

Resultat per aktie

• Adjusted Operating Income: Favorable currency-related items of $94 million were driven by favorable currency translation rate changes of $86 million and extreme pricing of $8 million. | • Adjusted EPS: In 2025, favorable currency-related items of $0.06 were driven by favorable currency translation rate changes of $0.05 and extreme pricing of $0.01.
• “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 gains or losses on debt extinguishment and related expenses; gains or losses on marketable securities transactions; initial impacts from enacted tax law changes; and gains or losses on equity method investment transactions. We
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 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. Refer also to the Consolidated Results of Operations – Net Earnings
Diluted EPS – Diluted EPS attributable to Mondelēz International decreased 44.7% to $1.89 in 2025. Diluted EPS decreased in 2025 driven by an unfavorable year-over-year change in mark-to-market impacts from commodity and foreign currency derivatives, a decrease in Adjusted EPS, settlement losses related to pension plan buy-outs, an unfavorable year-over-year change in acquisition-related items, lapping prior-year divestiture-related items and higher costs incurred for the ERP System Implementati
Adjusted EPS – Adjusted EPS, a non-GAAP financial measure, decreased 12.8% to $2.92 in 2025. On a constant currency basis, Adjusted EPS decreased 14.6% to $2.86 in 2025. Refer to Non-GAAP Financial Measures for the definition of Adjusted EPS and Consolidated Results of Operations for our reconciliation with diluted EPS. Adjusted EPS decreased in 2025, driven by operating declines, higher interest and other expense, higher income taxes and lower benefit plan non-service income, partially offset b
2,451 4,611 (2,160) (46.8) % | Diluted earnings per share attributable to | Mondelēz International
Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $2,451 million decreased by $2,160 million (46.8%) in 2025. Diluted EPS attributable to Mondelēz International was $1.89 in 2025, down $1.53 (44.7%) from 2024. Adjusted EPS was $2.92 in 2025, down $0.43 (12.8%) from 2024 (1) . Adjusted EPS on a constant currency basis was $2.86 in 2025, down $0.49 (14.6%) from 2024.
2025 2024 $ Change % Change | Diluted EPS attributable to Mondelēz International $ 1.89 $ 3.42 $ (1.53) (44.7) % | Restructuring charges

Kassaflöde

Cash Flow | We believe our ability to generate substantial cash from operating activities and readily access capital markets and secure financing at competitive rates are key strengths and give us significant flexibility to meet our short and long-term financial commitments. Our cash flow activity over the last three years is noted below:
We have the option to assess goodwill for impairment by initially performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then the quantitative goodwill impairment test is not required to be performed. If we determine that it is more likely than not that the fair value of a
Pension and other benefit plans 267 ( 79 ) ( 218 ) | Derivative cash flow hedges 3 ( 3 ) ( 15 ) | Total other comprehensive earnings/(losses) 1,131 ( 1,535 ) ( 4 )
Derivative Instruments and Hedging Activities | Derivative instruments are recognized as either assets or liabilities at fair value in the consolidated balance sheets. Derivatives are presented on a gross basis and are classified as short-term or long-term based on the maturity date of the instrument. We designate certain of our derivative contracts as hedging instruments in cash flow and net investment hedges.
For derivative instruments that are designated and effective as cash flow hedges, which include certain of our interest rate contracts and cross-currency swap contracts, gains or losses on the derivatives are recorded in accumulated other comprehensive earnings/(losses) and reclassified to earnings in the periods in which the hedged item affects earnings. Gains and losses on cash flow hedges are classified in the same manner as the hedged item, primarily within interest and other expense, net.
If it is determined that a derivative or nonderivative hedging instrument is no longer highly effective as a hedge, we discontinue hedge accounting prospectively. Gains or losses relating to terminations of effective cash flow hedges generally continue to be deferred and are recognized consistent with the gain or loss recognition of the underlying hedged items. However, if it becomes probable that a hedged forecasted transaction will not occur, any gains or losses would be immediately reclassifi
Cash flows related to settlements of derivative contracts designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. Cash flows related to settlements of derivatives used for economic hedges and derivatives in cash flow hedging relationships are classified in the same cash flows category as the related hedged item.
Capital expenditures as presented on the statement of cash flow were approximately $ 1.3 billion, $ 1.4 billion and $ 1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively, and excluded $ 481 million, $ 458 million and $ 471 million, respectively, for accrued capital expenditures not yet paid.

Likvida medel

ASSETS | Cash and cash equivalents $ 2,125 $ 1,351 | Trade receivables, less allowance ($ 35 and $ 37 , respectively)
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents include demand deposits with financial institutions and all highly liquid investments with original maturities of three months or less. Restricted cash primarily includes cash held on behalf of financial institutions in accordance with accounts receivable factoring arrangements and letters of credit arrangements with legally restricted cash collateral provisions. Restricted cash is recorded within other current assets and was $ 70 million as of December 31, 2025 and $ 4

Nettoskuld

Net cash provided by/(used in):
Net Cash Provided by Operating Activities | The reduction in net cash provided by operating activities in 2025 was primarily due to a lower cash-basis net earnings combined with slightly unfavorable year-over-year working capital movements.
Net Cash Provided by/(Used In) Investing Activities | The reduction in net cash provided by/(used in) investing activities was largely driven by lapping prior year proceeds from the JDEP share sale combined with net payments for derivative settlements in the current year as compared to net proceeds from derivative settlements in the prior year. This was partially offset by net proceeds in investments in the current year as compared to net contributions in the prior year, lapping prior year cash consideration paid for the Evirth acquisition and lowe
Net Cash Used in Financing Activities | The reduction in net cash used in financing activities was primarily due to higher debt proceeds combined with lower debt repayments, partially offset by an increase in dividends paid to shareholders in 2025 and higher share repurchases compared to prior year.
Change in pension and postretirement assets and liabilities, net 242 ( 151 ) ( 186 ) | Net cash provided by operating activities 4,514 4,910 4,714 | CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
9 16 19 | Net cash (used in)/provided by investing activities ( 1,196 ) 526 2,812 | CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
Other ( 13 ) 129 173 | Net cash used in financing activities ( 2,759 ) ( 5,780 ) ( 7,558 ) | Effect of exchange rate changes on cash, cash equivalents and restricted cash
Cloud Computing Arrangements | We capitalize certain implementation costs of cloud computing arrangements during the application-development stage, consistent with the capitalization criteria used for internal use software. Capitalized costs are recorded within other assets on the consolidated balance sheets and within net cash provided by operating activities on the consolidated statement of cash flows. Capitalized cloud computing arrangement implementation costs are amortized using the straight-line method over the remainin

Eget kapital

( 31,533 ) ( 29,349 ) | Total Mondelēz International Shareholders’ Equity 25,838 26,932 | Noncontrolling interest 53 26
Mondelēz International Shareholders’ Equity | Common
We maintain senior unsecured revolving credit facilities for general corporate purposes, including working capital needs, and to support our commercial paper program. The revolving credit agreements include a covenant that we maintain a minimum shareholders' equity of at least $ 25.0 billion, excluding accumulated other comprehensive earnings/(losses), the cumulative effects of any changes in accounting principles and earnings/(losses) recognized in connection with any mark-to-market accounting

Antal aktier

Period Total Number of Shares Purchased (1) | Average Price Paid per Share (1)
Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) (3) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) (4)
(1) The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock units that vested, totaling 17,533 shares, 1,378 shares and 210 shares for the months of October, November and December 2025, respectively. | (2) Effective January 1, 2025, our Board of Directors authorized a program for the repurchase of up to $9.0 billion of our Common Stock through December 31, 2027, excluding excise taxes. During the year ended December 31, 2025, we repurchased $2.3 billion, and as of December 31, 2025, we had approximately $6.7 billion in share repurchase authorization remaining. Refer to related information in Note 12, Capital Stock .
Adjusted EPS – Adjusted EPS, a non-GAAP financial measure, decreased 12.8% to $2.92 in 2025. On a constant currency basis, Adjusted EPS decreased 14.6% to $2.86 in 2025. Refer to Non-GAAP Financial Measures for the definition of Adjusted EPS and Consolidated Results of Operations for our reconciliation with diluted EPS. Adjusted EPS decreased in 2025, driven by operating declines, higher interest and other expense, higher income taxes and lower benefit plan non-service income, partially offset b
(0.03) | Change in shares outstanding | 0.10
The number of shares to be issued upon exercise or vesting of grants issued under, and the number of shares remaining available for future issuance under, our equity compensation plans at December 31, 2025 were:

Antal anställda

• volatility of cocoa and other commodity input costs, our ability to effectively hedge such costs and the availability of commodities; | • geopolitical uncertainty, including the impact of ongoing or new developments in Ukraine and the Middle East, related current and future sanctions imposed by governments and other authorities and related impacts, including on our business operations, employees, reputation, brands, financial condition and results of operations; | • competition and our response to channel shifts and pricing and other competitive pressures;
We believe the strength of our workforce is one of the significant contributors to our success as a purpose-led, global company. Our employees contribute to our success and help us drive strong financial performance. Attracting, developing and retaining global talent with the right skills to drive our business is central to our purpose, mission and long-term growth strategy.
Workforce Profile : At December 31, 2025, we had approximately 91,000 employees. At December 31, 2025, our workforce was composed of approximately 12,000 U.S. employees and approximately 79,000 employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 22% of our U.S. employees and approximately 56% of our employees outside the United States.
Workplace Safety and Wellness : We seek to promote a strong culture of safety and prioritize keeping our employees, contractors and visitors safe. To accomplish this, we employ comprehensive health, safety and environment management policies and standards throughout the organization. In addition, we strive to continuously improve our work processes, tools and metrics to mitigate and prevent workplace injuries and enhance safety.
We remain committed to providing a modern and flexible approach to how and where we work. Our hybrid work model allows our office-based employees to engage with colleagues, customers and suppliers in-person on a regular basis while also leveraging innovative technology to optimize collaboration across geographically dispersed teams.
Talent Management and Development: Maintaining a robust pipeline of talent is crucial to our ongoing success and to our succession planning efforts across the organization. Our leadership and people teams are responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development.
We invest in our employees through training and development programs, on the job experiences, coaching, as well as tuition reimbursement, for a majority of our employees in the United States to promote continued professional growth. We provide access to technical and leadership development programs to enable colleagues to grow skills and capabilities to become more successful. We also have dedicated talent programs that support and accelerate leadership development and strengthen our succession
Culture and Employee Engagement: We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth. We continue to focus on creating an inclusive culture for employees, providing employees with opportunities through our development programs and policies. We believe a culture where employees feel heard and managers take action is key to building a highly-engaged workforce that can deliver sustainable business growth. We c

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2025
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________
COMMISSION FILE NUMBER 1-16483

Mondelēz International, Inc.
(Exact name of registrant as specified in its charter)

Virginia 52-2284372
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

905 West Fulton Market , Suite 200

Chicago ,
Illinois 60607
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 847 - 943-4000
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, no par value MDLZ The Nasdaq Global Select Market
1.625% Notes due 2027 MDLZ27 The Nasdaq Stock Market LLC
0.250% Notes due 2028 MDLZ28 The Nasdaq Stock Market LLC
0.750% Notes due 2033 MDLZ33 The Nasdaq Stock Market LLC
2.375% Notes due 2035 MDLZ35 The Nasdaq Stock Market LLC
4.500% Notes due 2035 MDLZ35A The Nasdaq Stock Market LLC
1.375% Notes due 2041 MDLZ41 The Nasdaq Stock Market LLC
3.875% Notes due 2045 MDLZ45 The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes    x     No   ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨      No    x
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    x     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes     x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x   Accelerated filer ¨
Non-accelerated filer ¨   Smaller reporting company ☐
    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐      No   x
The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock on June 30, 2025, was $ 87.1 billion. At January 30, 2026, there were 1,281,845,669 shares of the registrant’s Class A Common Stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on May 20, 2026 are incorporated by reference into Part III hereof.

Table of Contents

Mondelēz International, Inc.

    Page No.
Part  I

Item 1. Business
3

Item 1A. Risk Factors
12

Item 1B. Unresolved Staff Comments
26

Item 1C. Cybersecurity
27

Item 2. Properties
29

Item 3. Legal Proceedings
29

Item 4. Mine Safety Disclosures
29

Part II

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
30

Item 6. Reserved
31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations:
32

Recent Developments and Significant Items
32

Business Trends
35

Non-GAAP Financial Measures
37

Items Affecting Comparability of Financial Results
38

Discussion and Analysis of Historical Results
41

Summary of Results
41

Liquidity and Capital Resources
49

Commodity Trends
51

Critical Accounting Estimates
52

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
56

Item 8. Financial Statements and Supplementary Data:
58

Report of Independent Registered Public Accounting Firm
58

Consolidated Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023
60

Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2025, 2024 and 2023
61

Consolidated Balance Sheets as of December 31, 2025 and 2024
62

Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
63

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
64

Notes to Consolidated Financial Statements
65

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
110

Item 9A. Controls and Procedures
110

Item 9B. Other Information
111

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
111

Part III

Item 10. Directors, Executive Officers and Corporate Governance
112

Item 11. Executive Compensation
112

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
112

Item 13. Certain Relationships and Related Transactions, and Director Independence
112

Item 14. Principal Accountant Fees and Services
112

Part IV

Item 15. Exhibits and Financial Statement Schedules
113

Item 16. Form 10-K Summary
116

Signatures
117

In this report, for all periods presented, “we,” “us,” “our,” “the Company” and “Mondelēz International” refer to Mondelēz International, Inc. and subsidiaries. References to “Common Stock” refer to our Class A Common Stock.

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Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words, and variations of words, “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” "remain," “potential,” “commitment,” “outlook,” “continue” or any other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control and are amplified by ongoing macroeconomic volatility and uncertainty, including current and potential trade and tariff actions affecting the countries where we operate. Important factors that could cause our actual results or performance to differ materially from those contained in or implied by our forward-looking statements include, but are not limited to, the following:

• weakness and/or volatility in macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation) and the instability of certain financial institutions;
• risks from operating globally including geopolitical, trade, tariff and regulatory uncertainties affecting developed and emerging markets;
• volatility of cocoa and other commodity input costs, our ability to effectively hedge such costs and the availability of commodities;
• geopolitical uncertainty, including the impact of ongoing or new developments in Ukraine and the Middle East, related current and future sanctions imposed by governments and other authorities and related impacts, including on our business operations, employees, reputation, brands, financial condition and results of operations;
• competition and our response to channel shifts and pricing and other competitive pressures;
• pricing actions and customer and consumer responses to such actions;
• promotion and protection of our reputation and brand image;
• weakness in consumer spending and/or changes in consumer preferences and demand and our ability to predict, identify, interpret and meet these changes;
• the outcome and effects on us of legal and tax proceedings and government investigations;
• use of information technology and third party service providers;
• unanticipated disruptions to our business, such as malware incidents, cyberattacks or other security breaches, and supply, commodity, labor and transportation constraints;
• our ability to identify, complete, manage and realize the full extent of the benefits, cost savings, efficiencies and/or synergies presented by strategic acquisitions and other transactions as well as other strategic initiatives, such as our ERP System Implementation program;
• our investments and our ownership interests in those investments;
• restructuring actions and other transformation initiatives not yielding the anticipated benefits;
• changes in the assumptions on which restructuring actions or other transformation initiatives are based;
• the impact of climate change on our supply chain and operations;
• global or regional health pandemics or epidemics;
• consolidation of retail customers and competition with retailer and other economy brands;
• changes in our relationships with customers, suppliers or distributors;
• management of our workforce and shifts in labor availability or labor costs;
• compliance with legal, regulatory, tax and benefit laws and related changes, claims or actions;
• perceived or actual product quality issues or product recalls;
• failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
• our ability to protect our intellectual property and intangible assets;

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• tax matters including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes;
• changes in currency exchange rates, controls and restrictions;
• volatility of and access to capital or other markets, interest rates, the effectiveness of our cash management programs and our liquidity;
• pension costs;
• significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; and
• the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including this Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation. In addition, historical, current and forward-looking sustainability-related statements 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.

2

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PART I

Item 1. Business.

General

Mondelēz International’s purpose is to empower people to snack right. We sell our products in over 150 c ountries around the world. We are one of the world’s largest snack companies with global net revenues of $38.5 billion and net earnings of $2.5 billion in 2025. Our core business is making and selling chocolate, biscuits and baked snacks. We also have additional businesses in adjacent, locally relevant categories including gum & candy, cheese & grocery and powdered beverages. Our portfolio includes iconic global and local brands such as Oreo, Ritz, LU, Clif Bar and Tate’s Bake Shop biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka and Toblerone chocolate.

We strive to create a positive impact on the world and communities in which we operate while driving business performance. Our goal is to lead the future of snacking around the world by offering the right snack, for the right moment, made the right way. We aim to deliver a broad range of delicious, high-quality snacks that nourish life’s moments, made with sustainable ingredients and packaging.

Strategy

We aim to be the global leader in snacking by focusing on growth, execution, culture and sustainability. We are optimizing our portfolio of leading brands and have refined our strategy to accelerate growth, prioritizing our fast-growing core categories of chocolate, biscuits and baked snacks. Our strategic plan builds on our strong foundations, including leadership in attractive categories, an attractive global footprint, a strong core of iconic global and local brands, marketing, sales, distribution and cost excellence capabilities and top talent with a growth mindset.

Our plan to drive long-term growth includes four strategic priorities:

• Accelerate consumer-centric growth. Our consumers are the reason we want to be the best snacking company in the world, and we put them at the heart of everything we do. With our consumers in mind, we are focused on accelerating and increasing our focus on chocolate, biscuits and baked snacks by investing in both our global and local brands. We are working to deliver multi-category growth in key geographies, expand our presence in high growth channels and increase our presence in under-represented segments and price tiers. As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' snacking needs. We plan to test, learn and scale new product offerings quickly to meet diverse and evolving global and local snacking demand.

• Drive operational excellence. Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts. To drive productivity gains and cost improvements across our business, we also plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply chain informed by a consumer-centric approach and applying strong cost discipline across our operations. We expect the improvements and efficiencies we drive will fuel our growth and continue to expand profit dollars. We are also focused on boosting digital commerce and on our digital transformation program that will help us to meet consumer demand and generate incremental sales opportunities.

• Build a winning growth culture. To support the acceleration of our growth, we are becoming more agile, digital and local-consumer focused. We are committed to investing in a diverse and talented workforce that helps our business move forward with greater speed and agility along with future-forward growth capabilities. We empower our local teams to innovate and deliver consumers’ snacking needs while continuing to leverage our global scale to efficiently support our growth strategy. We have given our local teams more autonomy to drive commercial and innovation plans as they are closer to the needs and desires of consumers. We will continue to leverage the efficiency and scale of our regional operating units while empowering our local and commercial operations to respond faster to changing consumer preferences and capitalize on growth opportunities. We believe our efforts to continue advancing a winning growth culture will help drive profitable top-line growth.

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• Scale sustainable snacking . We continue to focus significant efforts to drive progress against our core initiatives for more sustainable and mindful snacking. We have a clear strategic approach to focus on the areas where we believe we can drive the most impact with a sustainable snacking strategy, with environmental, social and governance (“ESG”) goals and initiatives that include significant involvement and oversight by our leadership and Board of Directors. This includes ongoing efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and enhance our processes and packaging to reduce waste and promote recycling. Please refer to our Sustainability and Mindful Snacking section below for additional information.

We run our business with a long-term perspective and we believe the successful delivery of our strategic plan will drive consistent top- and bottom-line growth and enable us to create long-term value for our shareholders.

Global Operations

We sell our products in over 150 countries and have operations in approximately 80 countries, including 145 principal manufacturing and processing facilities across 49 countries. The portion of our net revenues generated outside the United States was 75.8% in 2025, 74.0% in 2024 and 73.4% in 2023. For more information on our U.S. and non-U.S. operations, refer to Note 18, Segment Reporting; on our manufacturing and other facilities, refer to Item 2, Properties ; and on risks related to our operations outside the United States, refer to Item 1A, Risk Factors .

We also monitor our revenue growth across emerging markets and developed markets:
• Our emerging markets include our Latin America region in its entirety; the Asia, Middle East and Africa (“AMEA”) region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Türkiye, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries.
• Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.

Reportable Segments

Our operations and management structure are organized into four operating segments:
• Latin America
• AMEA
• Europe
• North America

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

Please refer to Note 18, Segment Reporting and Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.

Product Categories

Our brands span five product categories:
• Biscuits & Baked Snacks (including cookies, crackers, salted snacks, snack bars and cakes & pastries)
• Chocolate
• Gum & candy
• Beverages
• Cheese & grocery

Seasonality

Demand for our products is generally balanced throughout the year, with increases in the fourth quarter primarily because of holidays and other seasonal events. Depending on the timing of Easter, the holiday sales may shift between and affect net revenue in the first and second quarter.

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Customers

We generally sell our products to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores, gasoline stations, drug stores, value stores and other retail food outlets. We also sell products directly to businesses and consumers through various pure play e-retail platforms, retailer digital platforms, our direct-to-consumer websites and social media platforms. No single customer accounted for 10% or more of our net revenues from continuing operations in 2025. For a discussion of long-term demographics, consumer trends and demand, refer to Business Trends within Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Distribution and Marketing

Our product distribution network encompasses direct store delivery, company-owned and satellite warehouses, distribution centers, third party distributors and other facilities. Additionally, we leverage the services of independent sales offices and agents in various international locations. Through our global digital commerce organization and capabilities, we pursue online growth with partners in key markets around the world, including both pure e-tailers and omni-channel retailers. We continue to invest in advertising and consumer promotions, talent and digital capabilities. Our digital commerce channel strategies play a critical role in our ambition to be the global leader in snacking.

Our marketing initiatives are categorized in three principal sets of activities: (i) consumer marketing and advertising including digital and social media, on-air, print, outdoor and other product promotions; (ii) consumer sales incentives such as coupons and rebates; and (iii) trade promotions to support price features, displays and other merchandising of our products by our customers.

Research, Development and Innovation

Our innovation and new product development objectives include growth through new products, superior consumer satisfaction, reduced production costs and continuous improvement in food safety and quality. We have established a robust framework for innovation to drive a technology pipeline supporting the creation of new product bundles across short-, medium- and long-term horizons. These bundles enhance our portfolio to address evolving consumer preferences, market trends and nutritional needs, as well as reduce our environmental impact. We work to test and learn new ideas and implement successful ones into other areas of our business. To drive growth, creativity, greater effectiveness, improved efficiency and accelerated project delivery, we are focusing our technical research and development resources at technical centers around the globe. In 2025, we further enhanced these capabilities through the expansion of our R&D Innovation and Consumer Research Centers as well as collaborative programs that support early-stage ideation and experimentation to challenge traditional product development.

Mindful snacking and sustainability are a significant focus of our current research and development initiatives. We work to introduce new varieties of our core products, including new taste or nutrition profiles that cater to evolving consumer preferences, such as the launch of co-branded chocolate innovations combining Biscoff with Cadbury Dairy Milk, Milka and other key brands in Europe as well as zero sugar Bournvita in India. Additionally, we continue to expand our portfolio of cakes and pastries in new markets and with updated formats including Oreo cakester line extensions and Milka and Lacta croissants in Europe and Brazil, respectively.

Our dedicated innovation and venture hub, SnackFutures, is specifically tailored to leverage emerging consumer trends and growth opportunities in mindful snacking. The core objectives of this group are aligned with three key strategic areas: invent new brands and businesses, invest in early-stage entrepreneurs and amplify SnackFutures’ influence through the CoLab start-up engagement and mentoring programs built to equip start-ups with essential tools, technologies and expertise that can help them learn, grow and succeed.

Competition

We operate in highly competitive markets that are comprised of global, regional and local competitors, including new start-up brands and businesses. Some competitors have different profit objectives and investment time horizons than we do and therefore may approach pricing and promotional decisions differently. We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, nutritional value, the ability to identify and satisfy consumer preferences, effectiveness of our digital and other sales and marketing strategies, routes to market and distribution networks, promotional activities and price. Our advantaged global

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footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the product categories in which we sell. To grow and maintain our market positions, we focus on meeting consumer needs and preferences through a local-first commercial focus with a broad array of product formats, pack sizes and price points, new digital and other sales and marketing initiatives, product innovation and high standards of product quality. We also continue to optimize our manufacturing and supply chain networks and invest in our brands through ongoing research and development, advertising, marketing and consumer promotions.

Raw Materials and Packaging

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 packaging materials to package our products and natural gas, fuels and electricity for our factories and warehouses. We monitor worldwide supply, commodity cost and currency trends so we can sustainably and cost-effectively secure ingredients, packaging and fuel required for production.

A number of external factors such as the current macroeconomic environment, including global inflation and the effects of geopolitical uncertainty, climate, weather and other conditions affecting plant health and crop yield, commodity, transportation and labor market conditions, exchange rate volatility and the effects of global and local regulations, including trade policies, governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products. We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs.

For additional information, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and Commodity Trends .

Human Capital

We believe the strength of our workforce is one of the significant contributors to our success as a purpose-led, global company. Our employees contribute to our success and help us drive strong financial performance. Attracting, developing and retaining global talent with the right skills to drive our business is central to our purpose, mission and long-term growth strategy.

Workforce Profile : At December 31, 2025, we had approximately 91,000 employees. At December 31, 2025, our workforce was composed of approximately 12,000 U.S. employees and approximately 79,000 employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 22% of our U.S. employees and approximately 56% of our employees outside the United States.

Workplace Safety and Wellness : We seek to promote a strong culture of safety and prioritize keeping our employees, contractors and visitors safe. To accomplish this, we employ comprehensive health, safety and environment management policies and standards throughout the organization. In addition, we strive to continuously improve our work processes, tools and metrics to mitigate and prevent workplace injuries and enhance safety.

We remain committed to providing a modern and flexible approach to how and where we work. Our hybrid work model allows our office-based employees to engage with colleagues, customers and suppliers in-person on a regular basis while also leveraging innovative technology to optimize collaboration across geographically dispersed teams.

Talent Management and Development: Maintaining a robust pipeline of talent is crucial to our ongoing success and to our succession planning efforts across the organization. Our leadership and people teams are responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development.

Specifically, we review strategic positions regularly and identify potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee

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professional growth. We believe in supporting a healthy balance between development and advancement of internal talent and infusion of new talent and capabilities to enhance our teams.

We invest in our employees through training and development programs, on the job experiences, coaching, as well as tuition reimbursement, for a majority of our employees in the United States to promote continued professional growth. We provide access to technical and leadership development programs to enable colleagues to grow skills and capabilities to become more successful. We also have dedicated talent programs that support and accelerate leadership development and strengthen our succession plans. We have expanded and increased global participation in our Talent Marketplace, a development solution that helps connect employees to short-term ‘gig’ opportunities. Additionally, coaching, mentoring and team-based development solutions are provided to colleagues to support leadership, team effectiveness and performance.

Culture and Employee Engagement: We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth. We continue to focus on creating an inclusive culture for employees, providing employees with opportunities through our development programs and policies. We believe a culture where employees feel heard and managers take action is key to building a highly-engaged workforce that can deliver sustainable business growth. We conduct confidential engagement surveys of our global workforce annually that are administered and analyzed by an independent third party. Aggregate survey results include external benchmark comparisons and are reviewed by executive officers and the Board of Directors. Based on the results, we create action plans at global, regional, functional and managerial levels. By acting on results both at an aggregate enterprise level and a department/business/work group level, we have been able to enhance our culture and improve our overall engagement.

Total Rewards : As part of our total rewards philosophy, we aim to offer competitive compensation and benefits to attract and retain top talent. Our compensation programs are designed to reinforce our growth agenda and talent strategy as well as drive a strong connection between the contributions of our employees and their pay. We believe the structure of our compensation packages provides the appropriate incentives to attract, retain and motivate our employees. Further, to foster a strong sense of ownership and align the interests of employees with shareholders, we grant stock-based incentives to many senior-level employees.

We also continue to evolve our programs to meet our employees’ health and wellness needs. We provide access to medical and welfare benefits and offer programs to employees that support work-life balance, including paid parental leave. Additionally, we offer physical and mental health resources, including employee assistance programs, to our global employees.

We are committed to equal pay for equal work, regardless of personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location and performance. We also regularly review our compensation practices to promote fair and equitable pay.

With the support of an independent third-party consultant in this field, we conduct global pay equity reviews for salaried employees based on gender and, in the United States, race (as permitted by local country law). Our last global analysis in 2025 encompassed 78 countries and approximately 36,000 employees. From this analysis, our pay gap between male and female employees was less than 1% when performing substantially similar work at Mondelēz. In the United States, we also review pay for salaried employees in the same pay grade by race/ethnicity (Asian, Black and Hispanic). The 2025 independent analysis found no systemic issues and no negative pay gap between non-white and white employees when performing substantially similar work at Mondelēz.

Sustainability and Mindful Snacking

Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading the future of snacking by offering the right snack, for the right moment, made the right way. We have a defined strategic approach to making snacking right, so we can drive innovative, more sustainable business growth.

We focus on key areas where we believe we can deliver greater long-term growth while having a positive impact. Our strategy and goals in these key focus areas are part of supporting our growth around the world and underpinned by our focus on promoting a culture of safety, quality and inclusivity. Our goals include more sustainable sourcing of key ingredients, reducing our environmental footprint, promoting the rights of people across

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our value chain, and evolving our portfolio to offer a broader range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully.

The Governance, Membership and Sustainability Committee of our Board of Directors oversees our ESG policies and programs related to corporate citizenship, social responsibility, and public policy issues significant to us such as sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political activities and contributions; and Board of Directors’ ESG education and capabilities. The People and Compensation Committee of our Board of Directors oversees our human capital priorities, as well as workplace safety and employee wellness, pay equity, talent sourcing strategies, talent management and development programs and KPIs for incentive plans. The Audit Committee of our Board of Directors oversees our safety priorities, goals and performance, as well as our ESG-related disclosures in SEC filings, including controls and assurance. Our ESG goals are part of our risk and strategic planning processes and are also embedded across our organization and within our annual incentive compensation program for our leadership. Business leadership teams and our Board of Directors regularly review progress toward these programs and priorities.

We discuss our ESG goals and programs in detail in our annual Snacking Made Right report available on our website. We also publish an ESG disclosure data sheet and are aligned with the Sustainability Accounting Standards Board and Task Force on Climate-related Financial Disclosures reporting frameworks. We also provide our annual CDP Climate Change, Water Security and Forests disclosure.

Intellectual Property

Our intellectual property rights (including trademarks, patents, copyrights, registered designs, proprietary trade secrets, recipes, technology and know-how) are material to our business.

We own numerous trademarks and patents in many countries around the world. Depending on the country, trademarks remain valid for as long as they are in use or their registration status is maintained. Trademark registrations generally are renewable for fixed terms. We also have patents for a number of current and potential products. Our patents cover inventions ranging from packaging techniques to processes relating to specific products and to the products themselves. Our issued patents extend for varying periods according to the date of patent application filing or grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country. While our patent portfolio is material to our business, the loss of one patent or a group of related patents would not have a material adverse effect on our business.

From time to time, we grant third parties licenses to use one or more of our trademarks, patents and/or proprietary trade secrets in connection with the manufacture, sale or distribution of third-party products. Similarly, we sell some products under brands, patents and/or proprietary trade secrets we license from third parties. In our agreement with Kraft Foods Group, Inc. (which is now part of The Kraft Heinz Company), we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions following the spin-off of our North American grocery business in 2012.

Regulation

Our food products and ingredients are subject to local, national and multinational laws and regulations related to labeling; claims; packaging; production, sale and distribution; quality and safety; marketing and advertising; and related areas. In addition, various jurisdictions regulate our operations by licensing and inspecting our manufacturing plants and facilities, enforcing standards for select food products, grading food products, and regulating trade practices related to the sale and pricing of our food products. Many of the food commodities we use in our operations are subject to government agricultural policy and intervention. These policies have substantial effects on prices and supplies and are subject to periodic governmental and administrative review.

Examples of laws and regulations that affect our business include, without limitation, workplace safety regulations; selective food taxes; data privacy and cybersecurity; ingredient, product, processing or other food-related restrictions, labeling requirements such as front-of-pack labeling based on nutrient profiles or environmental claims; sales, media, or marketing restrictions such as those on promotions or advertising products with certain nutrient profiles on certain channels or platforms or during certain hours of the day; sanctions; export controls on sales or

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sourcing of raw materials; cross-border trade concessions or border barriers; corporate tax policies of the United States and other countries; and packaging taxes. In addition, many Member States in the European Union have implemented extended producer responsibility (“EPR”) policies as part of national packaging waste policies that make manufacturers responsible for the cost of recycling food and beverage packaging after consumers use it. These range from mandatory regulations to voluntary agreements between government and industry to voluntary industry initiatives. In addition, the European Union has adopted its Packaging and Packaging Waste Directive. EPR policies are being implemented or contemplated in other jurisdictions around the world, including India, Vietnam and certain states in the United States. Single-use plastic bans or plastic taxes are being implemented or considered in Europe as well as countries in Southeast Asia.

Throughout the countries in which we do business, we are subject to local, national and multinational environmental laws and regulations relating to the protection of the environment. We have programs across our business units designed to meet applicable environmental compliance requirements. In the United States, the laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation, and Liability Act. We are also subject to legislation designed to reduce emissions from greenhouse gases, and many countries are considering introducing carbon taxes that could increase our production costs or those of our suppliers.

Differences in government measures and/or uneven enforcement of similar measures across jurisdictions could impact our operations.

We continue to monitor developments in laws and regulations. Also refer to Item 1A, Risk Factors for additional information.

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Information about our Executive Officers

The following are our executive officers as of February 4, 2026:

Name Age Title
Dirk Van de Put 65 Chief Executive Officer
Luca Zaramella 56 Executive Vice President, Chief Operating Officer and Chief Financial Officer

Deepak D. Iyer
58 Executive Vice President and President, Asia Pacific, Middle East and Africa
Volker Kuhn
58 Executive Vice President and President, Europe

Stephanie Lilak
56 Executive Vice President and Chief People Officer

Mariano C. Lozano 59 Executive Vice President and President, Latin America
Martin Renaud
58 Executive Vice President , Chief Marketing and Sales Officer

Laura Stein 64 Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary

Gustavo C. Valle 61 Executive Vice President and President, North America

Mr. Van de Put became Chief Executive Officer and a director in November 2017 and became Chairman of the Board of Directors in April 2018. He formerly served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from July 2011 to November 2017 and as its Chief Operating Officer from May 2010 to July 2011. Mr. Van de Put served as President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. Prior to that, he worked for 24 years in a variety of leadership positions for several global food and beverage providers, including Danone SA, The Coca-Cola Company and Mars, Incorporated.

Mr. Zaramella became Executive Vice President, Chief Operating Officer and Chief Financial Officer in February 2026. He previously served as Executive Vice President and Chief Financial Officer from August 2018 to February 2026 and as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018. He also served as Interim Lead Finance North America from April to November 2017. Prior to that, he served as Senior Vice President and Corporate Controller from December 2014 to August 2016 and Senior Vice President, Finance of Mondelēz Europe from October 2011 to November 2014. Mr. Zaramella joined Mondelēz International in 1996.

Mr. Iyer became Executive Vice President and President, Asia Pacific, Middle East and Africa in June 2023. He previously served as President India from August 2016 to June 2023. Prior to that, Mr. Iyer held various leadership positions of increasing responsibility at PepsiCo, Wrigley India Pvt Ltd and Bharti AXA General Insurance Company, India . Mr. Iyer joined Mondelēz International in 2016.

Mr. Kuhn became Executive Vice President and President, Mondelēz Europe in April 2025. He previously served as President, Hygiene at Reckitt Benckiser Group Plc, a global consumer products company , from May 2021 until December 2024, and as Chief Transformation Officer from January 2020 until April 2021. Prior to joining Reckitt, Mr. Volker spent 26 years at Procter & Gamble, a global consumer products company, holding positions of increasing responsibility in finance, marketing, business development and general management.

Ms. Lilak became Executive Vice President and Chief People Officer in January 2024. She formerly served as the Chief People Officer of Bumble Inc., a social networking company, from November 2021 to January 2023. Previously, Ms. Lilak was Senior Vice President, Chief Human Resources Officer at Dunkin’ Brands Group Inc., a multinational coffee and doughnut company, from July 2019 to November 2021. Prior to Dunkin’ Brands, Ms. Lilak spent 23 years with General Mills Inc., a global consumer foods manufacturer and marketer, in roles of increasing responsibility. She served as Vice President, Human Resources for the North America Retail Segment from January 2016 to July 2019.

Mr. Lozano became Executive Vice President and President, Latin America in April 2022. Prior to joining Mondelēz International, Mr. Lozano spent more than 21 years at Danone SA, a global food and beverage company, in a variety of roles with increasing responsibility. Most recently, he served as CEO at Danone North America from January 2014 to July 2016 and from September 2017 to December 2020.

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Mr. Renaud became Executive Vice President and Chief Marketing & Sales Officer in February 2022 and served as Executive Vice President and Chief Marketing Officer from January 2018 until February 2022. Prior to joining Mondelēz International, Mr. Renaud spend more than 28 years at Danone SA, a global food and beverage company, in a variety of roles with increasing responsibility. Most recently, he served as President, Fresh Dairy Europe, from January 2015 to July 2017 after working as Vice President Danone Waters Asia Pacific, from October 2014 to December 2014.

Ms. Stein became Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary in September 2023 and was Executive Vice President, Corporate & Legal Affairs and General Counsel from January 2021 until September 2023. Before joining Mondelēz International, Ms. Stein spent 16 years at The Clorox Company, a multinational manufacturer and marketer of consumer and professional products, most recently as Executive Vice President – General Counsel and Corporate Affairs from February 2016 to December 2020. She also served as Executive Vice President – General Counsel from February 2015 to February 2016 and as Senior Vice President – General Counsel from January 2005 to February 2015.

Mr. Valle became Executive Vice President and President, North America in March 2022 and was Executive Vice President and President, Latin America from February 2020 to February 2022. Before joining Mondelēz International, Mr. Valle served as Chief Executive Officer of Axia Plus, LLC, a management consulting firm, from February 2018 to January 2020. Prior to that he spent more than 20 years at Danone SA, a global food and beverage company, in a variety of leadership positions, most recently as Executive Vice President, Dairy Division Worldwide, from January 2015 to January 2018, and Vice President Dairy Division Europe, from January 2014 until December 2014.

Ethics and Governance

We have adopted the Mondelēz International Code of Conduct, which qualifies as a code of ethics under Item 406 of Regulation S-K. The code applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of ethics is available free of charge on our web site at www.mondelezinternational.com/Investors/Corporate-Governance and will be provided free of charge to any shareholder submitting a written request to: Corporate Secretary, Mondelēz International, Inc., 905 West Fulton Market, Suite 200, Chicago, IL 60607. We will disclose any waiver we grant to an executive officer or director under our code of ethics, or certain amendments to the code of ethics, on our web site at www.mondelezinternational.com/Investors/Corporate-Governance .

In addition, we have adopted Corporate Governance Guidelines, charters for each of the Board’s four standing committees and the Code of Business Conduct and Ethics for Non-Employee Directors. All of these materials are available on our web site at www.mondelezinternational.com/Investors/Corporate-Governance and will be provided free of charge to any shareholder submitting a written request to: Corporate Secretary, Mondelēz International, Inc., 905 West Fulton Market, Suite 200, Chicago, IL 60607.

Available Information
Our Internet address is www.mondelezinternational.com . Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the the Exchange Act, are available free of charge as soon as possible after we electronically file them with, or furnish them to, the U.S. Securities and Exchange Commission (the “SEC”). Our filings with the SEC can be accessed by visiting www.sec.gov or our website: ir.mondelezinternational.com/sec-filings . The information on our web site is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.

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Item 1A. Risk Factors.

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. Some of 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 factors, events or contingencies that could materially and adversely affect us in the future.

In addition to the effects of ongoing macroeconomic volatility and uncertainty, including current and potential trade and tariff actions affecting the countries where we operate and resulting impacts on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from these actions may give rise to or amplify many of these risks discussed below.

Strategic and Operational Risks

Commodity and other input prices are volatile and may increase or decrease significantly or availability of commodities may become constrained.

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, 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 2025, price volatility and higher aggregate costs were driven by a confluence of factors: soaring commodity prices (especially for cocoa beans), disrupted international supply chains, labor market challenges and increased transportation and labor costs. For additional information, refer to Item 7, Commodity Trends .

Many of these conditions are or could be exacerbated or worsened by climate change. Increased government intervention and consumer or activist responses caused by increased focus on climate change, deforestation, water, plastic waste, animal welfare and human rights concerns and other risks associated with the global food system could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business. Some commodities are grown by smallholder farmers who might not be able to invest to increase productivity or adapt to changing conditions.

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

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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 flows, reputation and stock price can be materially adversely affected.

We are subject to risks from operating globally, including potential cost impacts of any tariffs that may be enacted by governments as well as other trade and regulatory uncertainty.

We are a global company and generated 75.8% of our 2025 net revenues, 74.0% of our 2024 net revenues and 73.4% of our 2023 net revenues outside the United States. We market our products in over 150 countries and have operations in approximately 80 countries. Therefore, we are subject to risks inherent in global operations. Those risks include: 
• 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 refer 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 government s”;
• 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 and increases in the cost of raw and packaging materials, labor, energy and transportation;
• compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”);
• compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human rights laws, new regulations intended to address increasing global concerns around forced labor, and a variety of other local, national and multinational regulations and laws in multiple regimes;
• currency devaluations or fluctuations in currency values, including in developed and emerging markets. This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in the third quarter of 2018, Türkiye beginning in the second quarter of 2022 and both Egypt and Nigeria beginning in the fourth quarter of 2024;
• changes in capital controls, including currency exchange controls, government currency policies or other limits on our ability to import raw materials or finished products into various countries or repatriate cash from outside the United States;
• increased sovereign risk, such as defaults by or deterioration in the economies and credit ratings of governments, particularly in emerging markets;
• changes or inconsistencies in local regulations and laws, the uncertainty of enforcement of remedies in non-U.S. jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources;
• varying abilities to enforce intellectual property and contractual rights;
• discriminatory or conflicting fiscal policies;
• greater risk of uncollectible accounts and longer collection cycles; and
• design, implementation and use of effective control environment processes across our diverse operations and employee base.

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. 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.

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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.

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 or 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 of January 2026, the U.S. maintains higher tariffs on imported goods (finished products and inputs) from many trading partners as compared to prior 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 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, refer to Business 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.

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 3.7% of 2025 consolidated net revenues, and/or Ukraine, which accounted for 0.4% of 2025 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 entities, 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 impaired, or our operations may be deconsolidated in future periods, or our business operations 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.

The war in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty. The war continues to disrupt commodity markets, including for wheat, energy and energy-related commodities, and continues to contribute to supply chain disruption and inflation. Other ongoing consequences of the war have included increased volatility of input prices, including for packaging materials, energy, commodities, other raw materials, labor and transportation; adverse changes in international trade policies and relations; increased exposure to foreign currency fluctuations, including volatility of the Russian ruble; constraints, volatility or disruptions in the credit and capital markets; increased costs to ensure compliance with global and local laws and regulations; difficulty protecting and enforcing our intellectual property rights; and heightened risk to employee safety including health and safety risks related to securing and maintaining facilities. We expect continued volatility with respect to commodity and other input prices, and our hedging activities might not sufficiently offset this volatility.

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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- or long-term adverse impacts to our results.

We operate in a highly competitive industry where we face risks related to the execution of our strategy as well as our ability or willingness to respond, timely or otherwise, to channel shifts, pricing and other competitive pressures.

The food and snacking industry is highly competitive. Our principal competitors are food, snack and beverage companies that operate globally, regionally and locally, and, in many markets, include retailers with their own branded and private label products. Failure to effectively respond to actions, innovations or other challenges from our competitors could adversely affect our business.

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 tariffs, 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.

The rapid growth of some channels, such as discounters and digital commerce, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. We may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to maintain or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our digital commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts, which could materially and adversely affect our product sales, financial condition, results of operations and cash flows. We will be disadvantaged if we are not able to effectively leverage developing online channels such as direct-to-consumer and electronic business-to-business commerce. New distribution channels, as well as growing opportunities to utilize external manufacturers, lower the barriers to entry and allow smaller competitors to gain market share more effectively. Additionally, if we adjust pricing but cannot maintain or increase sales volumes, or our labor or other costs increase but we cannot increase prices to offset those changes, our financial condition and results of operations will suffer.

Further, our ability to compete may be limited by an inability to secure new retailers or maintain or add shelf and/or retail space for our products. There can be no assurance that retailers will provide sufficient, or any, shelf space, nor that online retailers will provide online access to, or adequate product visibility on, their platform. Unattractive placement or pricing may put our products at a disadvantage compared to those of our competitors. Even if we obtain shelf space or preferable shelf placement, our new and existing products may fail to achieve the sales or pricing expectations set by our retailers, potentially causing these retailers to remove our products from their shelves.

Promoting and protecting our reputation and brand image is essential to our business success.

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 rights, deforestation, and animal welfare issues) and our packaging (including plastic packaging and its

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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. 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. 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.

We must correctly predict, identify, interpret and meet changes in consumer preferences and demand and offer new and improved products that meet those changes.

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 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

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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 term or we fail to introduce new and evolved products to satisfy changing preferences. In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer 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 statutory 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 tariffs, 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 (including artificial intelligence and machine learning).

Negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, additives, preservatives, packaging materials, 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 their consumption of sodium, processed foods and foods with added sugar, using weight-loss drugs and examining 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 evolving 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.

Our operations in certain emerging markets expose us to political, economic and regulatory risks.

Our growth strategy depends in part on our ability to expand our operations in emerging markets, including among others Brazil, China, India, Mexico, Argentina, Eastern Europe, the Middle East, Africa and Southeast Asia. However, some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets. In many countries, particularly those with emerging economies, engaging in business practices prohibited by laws and regulations with extraterritorial reach, such as the FCPA and the U.K. Bribery Act, or local anti-bribery laws may be more common. These laws generally prohibit companies and their employees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits or engaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, results of operations and stock price.

In addition, competition in emerging markets is increasing as our competitors grow their global operations and low-cost local manufacturers improve and expand their production capacities. Our success in emerging markets is critical to achieving our growth strategy. Failure to successfully increase our business in emerging markets and manage associated political, economic and regulatory risks could adversely affect our product sales, financial condition, results of operations, cash flows and stock price.

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

We use information technology and third-party service providers to support our global business processes and activities. Global shared service centers managed by third parties provide a 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 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 technologies such as cloud-based services and 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.

Our use of third-party technology and business service providers may expose us to cybersecurity and privacy breaches. These can include: (1) compromises of security systems, which could involve circumvention, denial-of-service attacks, or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware, malware or 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 compromise 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 has heightened the risk of cyberattacks. Our information security program includes capabilities designed to detect, evaluate and mitigate cyber risks against our systems or arising from third-party service providers; however, we 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 maintain, increase our potential exposure to a cybersecurity incident. Furthermore, the rapid evolution and increased adoption of artificial intelligence may intensify our cybersecurity 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 advanced threat protection emanating from sophisticated, persistent and state-sponsored threat actors, 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. As 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

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from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. 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 violations of existing or future data privacy laws and regulations.

We are subject to risks from unanticipated business disruptions.

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, 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 may not successfully identify, complete or manage strategic transactions.

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. 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 sustainability 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

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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.

Furthermore, we may not be able to complete, on terms favorable to us, desired or proposed divestitures of businesses that do not meet our strategic objectives or our growth or profitability targets. Our divestiture activities, or related activities such as reorganizations, restructuring programs and transformation initiatives, may require us to provide or receive transitional support and/or ongoing commercial relationships, recognize impairment charges or take action to reduce costs that remain after we complete a divestiture. Gains or losses on the sales of, or lost operating income from, those businesses may also affect our profitability. Any of these risks could materially and adversely affect our business, product sales, financial condition, results of operations, cash flows and stock price.

Macroeconomic and Industry Risks

Our business is subject to an increasing focus on sustainability matters.

We have announced, and may from time to time announce, certain initiatives, including goals, targets and other objectives, related to sustainability matters. 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 selection, interpretation and application of voluntary disclosure frameworks and standards may change from time to time or differ from those of others. Reporting methods for 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 sustainability-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 (which are currently suspended, pending the outcome of ongoing legal challenges), and similar proposals by other international regulatory bodies such as 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. We may be unable to satisfy all stakeholders, as they and regulators have also expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including through the enactment or pursuit of legislation or 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

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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.

Changes in weather patterns around the globe, including as a result of climate change, expose us to physical and transition risks.

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 such physical 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 shortages, including those 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. Changes we make to align ourselves with such legal or regulatory requirements may be insufficient 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 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 sustainability 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.

Our retail customers are consolidating, and we must offer an effective value proposition in order to compete against retailer and other economy brands.

Retail customers, such as supermarkets, discounters, digital commerce merchants, warehouse clubs and food distributors in the European Union, the United States and other major markets, continue to consolidate, form buying alliances or be acquired by new entrants in the food retail market, resulting in fewer, larger customers. Large retail customers and customer alliances can delist our products or reduce the shelf space allotted to our products and demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels. The growth of alternative online retail channels, such as

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direct-to-consumer and electronic business-to-business, may adversely affect our relationships with our large retail and wholesale customers.

In addition, larger retail customers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer and other economy brands that compete with some of our products. Our products must provide higher quality or value to our consumers than the less expensive alternatives, particularly during periods of economic uncertainty, recessions or significant inflation. Consumers may not buy our products if they perceive little difference between the quality or value of our products and those of retailer or other economy brands. If consumers prefer or otherwise choose to purchase the retailer or other economy brands, we can lose market share or sales volumes, or we may need to shift our product mix to lower margin offerings.
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.

We are subject to changes in our relationships with significant customers, suppliers and distributors.

During 2025, no single customer accounted for more than 10% of our net revenues. However, there can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of or disruptions related to a significant customer could result in a material reduction in sales or change in the mix of products we sell to the customer. This could materially and adversely affect our 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.

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