10-Q – 2026-07-28 – mdlz-20260630.htm

Net Cash Used in Financing Activities
The increase in cash used in financing activities was primarily due to higher net debt repayments, lower proceeds from debt issuances in the current year and higher dividends paid, partially offset by lower share repurchases in the six months of 2026 compared to the same prior year period.

Dividends
We paid dividends of $1,287 million in the first six months of 2026 and $1,233 million in the first six months of 2025. The second quarter 2026 dividend of $0.50 per share, declared on May 20, 2026 for shareholders of record as of June 30, 2026, was paid on July 14, 2026. On July 28, 2026, the Audit Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.52 per share of Class A Common Stock, an increase of 4%. This dividend is payable on October 14, 2026, to shareholders of record as of September 30, 2026. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

Guarantees
As discussed in Note 8, Commitments and Contingencies , we enter into third-party guarantees primarily to cover the long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. As of June 30, 2026 and December 31, 2025, we had no material third-party guarantees recorded on our condensed consolidated balance sheets. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.

Debt
The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a result of current and expected business requirements, market conditions and other factors. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet our short-term working capital or other financing needs.

At its December 2025 meeting, the Board of Directors approved a new $4 billion long-term financing authorization that replaced the prior long-term financing authorization of $4 billion. As of June 30, 2026, $2.9 billion of the long-term financing authorization remained available.

Our total debt was $21.5 billion as of June 30, 2026 and $21.2 billion as of December 31, 2025. Our debt-to-capitalization ratio was 0.45 at June 30, 2026 and 0.45 at December 31, 2025. At June 30, 2026, the weighted-average term of our outstanding long-term debt was 6.8 years. Our average daily commercial paper borrowings outstanding were $1.5 billion in the first six months of 2026 and $2.0 billion in the first six months of 2025.

One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. The operations held by MIHN generated approximately 75.8% (or $14.7 billion) of the $19.4 billion of consolidated net revenue for the six months ended June 30, 2026. The operations held by MIHN represented approximately 96.3% (or $25.7 billion) of the $26.7 billion of consolidated net assets as of June 30, 2026.

Refer to Note 5, Debt and Borrowing Arrangements, for additional information on our debt and debt covenants.

Commodity Trends

We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. Throughout 2026 the market for cocoa has experienced price volatility, however, changes in market prices are not immediately reflected in our cost of goods sold due to our commodity hedging program and the timing of inventory consumption. Other drivers of the increase in our aggregate commodity costs during the first six months of 2026 included higher packaging, nuts, edible oils, energy, grains and other ingredient costs, as well as unfavorable year-over-year currency exchange impacts on imported materials, partially offset by lower dairy and sugar costs. While the costs of our principal raw materials fluctuate, generally we believe there will continue to be an adequate supply of the raw materials we use and that they will broadly remain available.

A number of external factors such as the current macroeconomic environment, including global inflation, 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 local and global regulations,

45

Table of Contents

including trade policies, governmental agricultural or other programs affect the availability and cost of raw materials and agricultural materials used in our products. In particular, the supply of cocoa is exposed to many of these factors, including climate change, weather and other events affecting plant health and crop yield, local regulations in cocoa-producing countries and global regulations such as the EU Deforestation Regulation (which requires companies to ensure that the products they place on the EU market or export from it are not associated with deforestation). These factors could impact the supply of cocoa, which could potentially limit our ability to produce our products and significantly impact our profitability.

During the first six months of 2026, price volatility and the higher aggregate cost environment increased due to international supply chain and labor market disruptions and generally higher commodity, transportation and labor costs. We expect these conditions to continue to impact our aggregate commodity costs. In particular, cocoa costs are lower compared to prior year but are expected to remain elevated compared to historical levels in the near- and medium-term due to these factors. It is possible that we may not be able to increase prices sufficiently to fully cover the incremental costs of cocoa prices in this environment and/or our hedging strategies may not protect us from increases in cocoa costs, which could result in a significant adverse impact on our profitability.

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. Our commodity procurement practices are intended to mitigate price volatility and provide visibility to future costs, but also may potentially limit our ability to benefit from possible future price decreases. Additionally, our costs for major raw materials will not necessarily reflect market price fluctuations because of our forward purchasing and hedging practices. For example, our hedging positions resulted in our current period costs not fully reflecting the decline in cocoa market prices during the period. Due to competitive or market conditions, planned trade or promotional incentives, fluctuations in currency exchange rates or other factors, our pricing actions may also lag commodity cost changes temporarily.

Significant Accounting Estimates

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies and estimates are described in Note 1 to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, respectively, in our Annual Report on Form 10-K for the year ended December 31, 2025. Also refer to Note 1, Basis of Presentation , in this report.

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 the 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

46

Table of Contents

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, including evolving health and wellness trends, 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, including evolving and potentially inconsistent federal, state, local and foreign requirements regarding food ingredients, additives, labeling and marketing;
• perceived or actual product quality issues or product recalls, or changing consumer, media, governmental or scientific perceptions of our products or their ingredients;
• failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
• our ability to protect our intellectual property and intangible assets;
• 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 our Annual Report on Form 10-K for the year ended December 31, 2025 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.

47

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results.

We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates. Additionally, we periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed rate debt based on current and projected market conditions. For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 6, Financial Instruments and for additional information on our debt activity, see Note 5, Debt and Borrowing Arrangements .

For additional information on our strategies, policies and practices on an ongoing basis, refer to our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2026. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2026.

Changes in Internal Control Over Financial Reporting

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended June 30, 2026. There were no material changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

48

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Information regarding legal proceedings is available in Note 8, Commitments and Contingencies , to the condensed consolidated financial statements in this report.

Item 1A. Risk Factors.

There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Our stock repurchase activity for each of the three months in the quarter ended June 30, 2026 was:

  Issuer Purchases of Equity Securities
Period Total
Number
of Shares
Purchased (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)

April 1-30, 2026 6,181  $ 57.29  —  $ 6,702 
May 1-31, 2026 1,071  57.88  —  6,702 
June 1-30, 2026 3,456,652  60.69  3,456,263  6,492 
For the Quarter Ended June 30, 2026 3,463,904  60.68  3,456,263 

 
(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 that vested, totaling 6,181 shares, 1,071 shares and 389 shares for the months of April, May and June 2026, 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 six months ended June 30, 2026, we repurchased $210 million and, as of June 30, 2026, we had approximately $6.5 billion of share repurchase authorization remaining. See related information in Note 9, Shareholders' Equity .
(3) Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired.
(4) Dollar values stated in millions.

Item 5. Other Information.

(c) Insider Trading Arrangements
On May 15, 2026 , Dirk Van de Put , our Chief Executive Officer and Chairman , adopted a trading plan (the “Trading Plan”) intended to satisfy Rule 10b5-1(c) to sell the following shares of Class A Common Stock over a period ending on May 15, 2027 , subject to certain conditions: (i) 577,767 shares and (ii) an additional number of shares that may be earned in connection with grants of Performance Share Units (“PSUs”) which cannot be determined at this time. Assuming the PSUs vest at 100% of target, the Trading Plan would provide for the sale of up to 577,767 shares, although the actual number may vary depending on how many PSUs ultimately vest. The maximum number of shares to be sold will be reduced by any shares withheld to satisfy tax withholding obligations arising in connection with the vesting and settlement of the PSUs.

49

Table of Contents

Item 6. Exhibits.
 

Exhibit
Number Description
10.1 Offer of Employment Letter between the Registrant and Amit Banati, dated June 12, 2026 .+

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements and (vii) Part II, Item 5.

104 The cover page from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included as Exhibit 101).

 + Indicates a management contract or compensatory plan or arrangement.

50

Table of Contents

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

MONDELĒZ INTERNATIONAL, INC.

By: /s/ BRIAN STEVENS
Brian Stevens
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
(Duly Authorized Officer)

July 28, 2026

51