What changed in this filing

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Item 9A. Controls and Procedures

2025-11-14 compared with 2024-11-20 · 45 added, 88 removed, 267 unchanged (33% of the section changed)

46 unchanged sentences

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended September 29, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Character of Trading Arrangement (1)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Other Material Terms

Date Terminated

executive vice president, chief partner officer

August 28, 2024 Rule 10b5-1 Trading Arrangement Up to 4,859 shares to be sold (2)

Up to 6,743 shares to be sold (3)

Up to 7,500 shares to be sold (4)

August 27, 2025 (6)

(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

Kelly’s trading plan provides for the sale of up to 4,859 shares, which will be issued to Ms.

Kelly upon the exercise of a stock option on November 29, 2024, and sold pursuant to an order entered on November 29, 2024, with such sale subject to a limit price of $95 during the applicable good-until-cancelled period for such order, which lasts until August 26, 2025.

In the event not all shares are sold under the order described in the prior sentence during the applicable good-until-cancelled period, Ms.

Kelly’s trading plan provides for the sale of any remaining shares (up to 4,859 shares), pursuant to an order entered on August 27, 2025, with such sale subject to a limit price of $61.

Kelly’s trading plan provides for the sale of up to 6,743 shares, which will be issued to Ms.

Kelly’s trading plan provides for the sale of up to 7,500 shares in three tranches at different limit prices, pursuant to an order entered on November 29, 2024.

Such sales are subject to limit prices of (i) $95 for 2,500 shares, (ii) $97.50 for 2,500 shares, and (iii) $100 for 2,500 shares, during the applicable good-until-cancelled period for such order, which lasts until August 27, 2025.

(5) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or the expiration of all of the orders relating to such trades, or (b) the date listed in the table.

The trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

(6) The arrangement also provides for automatic expiration in the event of the officer’s death, bankruptcy, or insolvency, notice from the officer or the officer’s agent of termination of the trading arrangement, or a determination by the broker that the trading arrangement has been terminated or that a breach by the officer has occurred or upon the broker’s exercise of its termination rights under the trading arrangement.

During the fiscal quarter ended September 28, 2025, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code to our chief executive officer, chief financial officer, chief accounting officer, or controller, we will disclose the nature of the amendment or waiver, its effective date, and to whom it applies on our website at www.starbucks.com/about-us/corporate-governance or in a report on Form 8-K filed electronically with the SEC at www.sec.gov.

The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal 1 - Election of Directors,” “Stock Ownership - Beneficial Ownership of Common Stock,” “Corporate Governance,” and “Corporate Governance - Audit and Compliance Committee” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on March 12, 2025 (the “Proxy Statement”).

The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal 1 - Election of Directors,” “Stock Ownership - Beneficial Ownership of Common Stock,” “Corporate Governance,” “Corporate Governance - Audit and Compliance Committee” and “Executive Compensation Governance Policies and Practices - Insider trading policy” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on March 25, 2026 (the “Proxy Statement”).

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in a section entitled “Stock Ownership - Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

4 unchanged sentences

Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated by reference to the section entitled “Affirmative Determinations - Certain Relationships and Related Person Transactions” and “Corporate Governance - Director Independence” in the Proxy Statement.

The information required by this item is incorporated by reference to the section entitled “Corporate Governance - Certain Relationships and Related Person Transactions” and “Corporate Governance - Director Independence” in the Proxy Statement.

Principal Accountant Fees and Services

4 unchanged sentences

The following financial statements are included in Part II, Item 8 of this 10-K:

• Consolidated Statements of Earnings for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;

• Consolidated Statements of Comprehensive Income for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;

• Consolidated Balance Sheets as of September 29, 2024, and October 1, 2023;

• Consolidated Statements of Cash Flows for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;

• Consolidated Statements of Equity for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;

• Consolidated Statements of Earnings for the fiscal years ended September 28, 2025, September 29, 2024, and October 1, 2023;

• Consolidated Statements of Comprehensive Income for the fiscal years ended September 28, 2025, September 29, 2024, and October 1, 2023;

• Consolidated Balance Sheets as of September 28, 2025, and September 29, 2024;

• Consolidated Statements of Cash Flows for the fiscal years ended September 28, 2025, September 29, 2024, and October 1, 2023;

• Consolidated Statements of Equity for the fiscal years ended September 28, 2025, September 29, 2024, and October 1, 2023;

• Notes to Consolidated Financial Statements;

10 unchanged sentences

4/28/2015 3.1

Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through March 17, 2021)

Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through June 25, 2025 )

8-K 000-20322

8 unchanged sentences

11/22/2017 4.2

Form of 3.750% Senior Notes due December 1, 2047 (included as B to Exhibit 4.2)

Form of 3.750% Senior Notes due December 1, 2047 (included as Exhibit B to Exhibit 4.2)

8-K 000-20322

11 unchanged sentences

8/10/2018 4.2

Form of 3.800% Senior Notes due August 15, 2025 (included as Exhibit A to Exhibit 4.6)

8-K 000-20322

8/10/2018 4.3

Form of 4.000% Senior Notes due November 15, 2028 (included as Exhibit B to Exhibit 4.6)

3 unchanged sentences

8-K 000-20322 8/10/2018 4.2

8/10/2018 4.2

Fifth Supplemental Indenture, dated as of May 13, 2019, by and between Starbucks Corporation and U.S.

1 unchanged sentence

8-K 000-20322 5/13/2019 4.2

5/13/2019 4.2

Form of 3.550% Senior Notes due August 15, 2029 (included as Exhibit A to Exhibit 4.

8-K 000-20322 5/13/2019 4.3

5/13/2019 4.3

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit

Form of 4.450% Senior Notes due August 15, 2049 (included as Exhibit B t o Exhibit 4.

Form of 4.450% Senior Notes due August 15, 2049 (included as Exhibit B to Exhibit 4.

8-K 000-20322

3 unchanged sentences

8-K 000-20322 3/12/2020 4.2

3/12/2020 4.2

Form of 2.000% Senior Notes due March 12, 2027 (included as Exhibit A to Exhibit 4.1 2 )

3 unchanged sentences

8-K 000-20322 3/12/2020 4.4

3/12/2020 4.4

Form of 3.350% Senior Notes due March 12, 2050 (included as Exhibit C to Exhibit 4.1 2 )

6 unchanged sentences

8-K 000-20322

Form of 3.500% Senior Notes due November 15, 2050 (included as Ex hibit C to Exhibit 4.

Form of 3.500% Senior Notes due November 15, 2050 (included as Exhibit C to Exhibit 4.1 6 )

8-K 000-20322 5/7/2020 4.5

3 unchanged sentences

8-K 000-20322 2/14/2022 4.2

2/14/2022 4.2

Form of 3.000% Senior Notes due February 14, 2032 (included as Exhibit B to Exhibit 4.

8-K 000-20322 2/14/2022 4.4

2/14/2022 4.4

Ninth Supplemental Indenture, dated as of February 16, 2023, by and between Starbucks Corporation and U.S.

22 unchanged sentences

8-K 000-20322

E leventh Supplemental Indenture, dated as of May 8, 2025, by and between Starbucks Corpora tion and U.S.

Bank Trust Company, N ational Association, as tru stee and successor in interest to U.S.

Bank N ational Association

F orm of 4.500% Senior Notes due May 15, 2 028 (included as Exhibit A to Exhibit 4.2 8 )

F orm of 4.800% Senior Notes due May 15, 2030 (included as Exhibit B to Exhibit 4.2 8 )

F orm of 5.400% Senior Notes due May 15, 2035 (included as Exhibit C to Exhibit 4.2 8 )

Indenture, dated as of August 23, 2007, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee

S-3ASR 333-190955 9/3/2013 4.1

Incorporated by Reference

Number Exhibit Description Form File No.

Date of Filing Exhibit

Fourth Supplemental Indenture, dated as of June 10, 2015, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (4.300% Senior Notes due June 2045)

13 unchanged sentences

11/15/2019 4.29

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

Starbucks Corporation Employee Stock Purchase Plan — 1995 as amended and restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date

10-Q 000-20322 8/1/2017 10.1

8/1/2017 10.1

Starbucks Corporation Executive Management Bonus Plan, as amended and restated on January 12, 2022

9 unchanged sentences

10-K 000-20322 11/16/2018 10.5

11/16/2018 10.5

Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 16, 2022

1 unchanged sentence

5/3/2022 10.1

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005

2 unchanged sentences

10-K 000-20322 11/16/2018 10.9

11/16/2018 10.9

Form of Global Stock Option Grant Agreement for Purchase of Stock under the Key Employee Sub-Plan to the 2005 Long Term Equity Incentive Plan

10-K 000-20322 11/18/2016 10.14

11/18/2016 10.14

Form of Stock Option Grant Agreement for Purchase of Stock under the 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan

10-Q 000-20322 4/26/2016 10.2

4/26/2016 10.2

Credit Agreement, dated September 16, 2021, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A.

Credit Agreement, dated June 13, 2025, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A., Morgan Stanley Bank, N.A.

Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto

8-K 000-20322 6/16/2025 10.1

9/17/2021 10.1

Incorporated by Reference

6 unchanged sentences

10-K 000-20322 11/12/2020 10.23

11/12/2020 10.23

Form of Global Key Employee Restricted Stock Unit Grant Agreement - Retirement Vesting (Effective November 2020)

10-K 000-20322 11/12/2020 10.24

11/12/2020 10.24

Form of Global Key Employee Stock Option Grant Agreement for Purchase of Stock under the 2005 Long-Term Equity Incentive Plan

10-K 000-20322 11/17/2017 10.25

11/17/2017 10.25

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based - Retirement Vesting) (Effective November 2020)

10-K 000-20322

11/12/2020 10.29

Offer Letter dated September 1, 2022 between Starbucks Corporation and Laxman Narasimhan

8-K 000-20322

9/1/2022 10.1

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion - Time-Based -No Retirement Vesting) (Effective August 2022)

10-K 000-20322 11/18/2022 10.23

11/18/2022 10.23

Starbucks Corporation Key Employee Restricted Stock Unit Grant Agreement (New Hire - Time-Based - No Retirement Vesting) (Effective August 2022)

10-K 000-20322 11/18/2022 10.24

11/18/2022 10.24

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Time-Based - Retirement Vesting) (Effective August 2022)

10-K 000-20322 11/18/2022 10.25

11/18/2022 10.25

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Performance Based - Retirement Vesting) (Effective August 2022)

10-K 000-20322 11/18/2022 10.26

11/18/2022 10.26

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Executive Advisor - Time-Based) (Effective August 2022)

10-K 000-20322

11/18/2022 10.27

Retirement Agreement, dated June 1, 2018, by and between Starbucks Corporation and Howard Schultz

8-K 000-20322

6/5/2018 10.1

Amendment Agreement, dated September 12, 2023, by and between Starbucks Corporation and Howard Schultz

Starbucks Corporation Executive Severance and Change in Control Plan effective August 31, 2022 and amended on March 22, 2023

8-K 000-20322 3/28/2023 10.10

3/28/2023 10.1

Incorporated by Reference

Exhibit Description Form File No.

Number Exhibit Description Form File No.

Date of Filing Exhibit

Amendment No.

1 to Credit Agreement dated April 17, 2023, among Starbucks Corporation and Bank of America, N.A.

in its capacity as administrative agent for the Lenders and each of the Lenders party thereto

8-K 000-20322

4/21/2023 10.1

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based) (Effective November 2023)

10-K 000-20322 11/17/2023 10.29

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Time-Based) (Effective November 2023)

1 unchanged sentence

Offer Letter, dated August 11, 2024, by and between Starbucks Corporation and Brian R.

S tarbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based) (Effective November 2024)

S tarbucks Corporation Global Key Employee Restricte d Stock Unit Grant Agreement (Time- Based ) (Effective November 2024)

Letter Agreement Amending Offer Letter, dated November 19, 2024, by and between Starbucks Corporation and Brian R.

Offer Letter, dated February 27, 2025, by and between Starbucks Corporation and Cathy Smith

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based) (Effective November 2024)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Time-Based) (Effective November 2024)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion) (Effective November 2024)

Starbucks Corporation I nsider Trading Policy

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance Based – Retirement Vesting) (Effective November 2025)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance Based – No Retirement Vesting) (Effective November 2025)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Time Based – Retirement Vesting) (Effective November 2025)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Time Based – No Retirement Vesting) (Effective November 2025)

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

Starbucks Corporation Insider Trading Policy

Subsidiaries of Starbucks Corporation

6 unchanged sentences

101 The following financial statements from the Company’s 10-K for the fiscal year ended September 28, 2025, formatted in iXBRL:

(i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

10 unchanged sentences

(principal executive officer)

/s/ Rachel Ruggeri executive vice president, chief financial officer

Smith executive vice president, chief financial officer

(principal financial officer and principal accounting officer)

Rachel Ruggeri

/s/ Richard E.

2 unchanged sentences

/s/ Beth Ford director

/s/ Mellody Hobson director

Mellody Hobson

/s/ Jørgen Vig Knudstorp director

Jørgen Vig Knudstorp

/s/ Marissa Mayer director

Marissa Mayer

/s/ Neal Mohan

/s/ Dambisa F.

Moyo director

/s/ Daniel Servitje

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures