Company Announcements

SEATTLE--(BUSINESS WIRE)--May 15, 2026-- Starbucks Corporation (Nasdaq: SBUX) (“Starbucks,” “we,” “us” or the “Company”) today announced the early results of its previously announced tender offers to purchase (each offer a “Tender Offer” and collectively, the “Tender Offers”) for cash the notes of the series listed in the table below (collectively, the “Notes”). The Tender Offers were made pursuant to the Offer to Purchase, dated May 4, 2026 (the “Offer to Purchase”), which sets forth a more comprehensive description of the terms and conditions of the Tender Offers. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

In addition, Starbucks has exercised its previously disclosed right to amend the terms of the Tender Offers to increase (i) the Aggregate Cap for all Notes validly tendered and accepted for purchase pursuant to the Tender Offers to $1.3 billion; (ii) the Pool 1 Maximum Amount to $600 million; and (iii) the Pool 2 Maximum Amount to $700 million. Except as described in this press release, the terms and conditions of the Tender Offers set forth in the Offer to Purchase remain unchanged.

According to information provided by D.F. King & Co., Inc., the Tender and Information Agent in connection with the Tender Offers, $2,598,857,000 aggregate principal amount of the Notes were validly tendered prior to or at 5:00 p.m., Eastern Time on May 15, 2026 (the “Early Tender Date”) and not validly withdrawn. The table below provides certain information about the Tender Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Early Tender Date.

Pursuant to the terms of the Offer to Purchase, Starbucks expects to accept for purchase, up to the Aggregate Cap, the Maximum Amounts and the Tender Sub Cap for the 2048 Notes and subject to proration, if applicable, the Notes validly tendered and not validly withdrawn as of the Early Tender Date in accordance with the Acceptance Priority Levels specified in the table above. Because the aggregate purchase price of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the Aggregate Cap and the Maximum Amounts, Starbucks does not expect to accept any further tenders of Notes.

The applicable consideration (the “Total Consideration”) offered per $1,000 principal amount of each series of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes (the “Fixed Spread”) specified in the table on the front cover of the Offer to Purchase plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table on the front cover of the Offer to Purchase as displayed on the applicable Bloomberg Reference Page specified in the table on the front cover of the Offer to Purchase at 10:00 a.m., Eastern Time on May 18, 2026.

Holders of any Notes that were validly tendered and not validly withdrawn prior to or at the applicable Early Tender Date and that are accepted for purchase will receive the applicable Total Consideration. The Total Consideration, as calculated using the Fixed Spread for each series of Notes set forth in the table on the front cover of the Offer to Purchase, includes the Early Tender Payment, and the Early Tender Payment does not constitute additional or increased payment.

In addition to the Total Consideration, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on Notes validly tendered, not validly withdrawn and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable Settlement Date, payable on such Settlement Date. The Company reserves the right, in its sole discretion, to make payment for Notes that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase on the date referred to as the “Early Settlement Date.” It is anticipated that the Early Settlement Date will be May 20, 2026.

In accordance with the terms of the Offer to Purchase, the withdrawal deadline was 5:00 p.m., Eastern Time on May 15, 2026 (the “Withdrawal Deadline”). As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The Tender Offers are subject to the satisfaction of certain conditions as set forth in the Offer to Purchase. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase or decrease the Aggregate Cap, (iv) increase or decrease either of the Maximum Amounts, (v) increase or decrease the Tender Sub Cap or (vi) otherwise amend any of the Tender Offers in any respect. The Company may take any action described in clauses (i) through (vi) above with respect to one or more Tender Offers without having to do so for all Tender Offers. In the case of clauses (i) through (vi) above, the Company does not intend to extend the Withdrawal Deadline or reinstate withdrawal rights, subject to applicable law. Holders should refer to the Offer to Purchase, as amended by this press release, for the complete terms and conditions for the Tender Offers.

The Company has retained (i) Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC as Lead Dealer Managers, (ii) BofA Securities, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as Co-Dealer Managers and (iii) D.F. King & Co., Inc. as the Tender and Information Agent, in each case, in connection with the Tender Offers. Any questions or requests for assistance concerning the Tender Offers may be directed to (i) Morgan Stanley & Co. LLC at LMNY@morganstanley.com or by calling toll-free at (800) 624-1808 or collect at (212) 761-1057, (ii) U.S. Bancorp Investments, Inc. at liabilitymanagement@usbank.com or by calling toll-free at (800) 479-3441 or collect at (917) 558-2756 or (iii) Wells Fargo Securities, LLC at liabilitymanagement@wellsfargo.com or by calling toll-free at (866) 309-6316 or collect at (704) 410-4759. Requests for additional copies of the Offer to Purchase or any other documents may be directed to D.F. King & Co., Inc. at SBUX@dfking.com or by calling (888) 288-0951 (toll-free) or (646) 582-9168 (collect for banks and brokers).

The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase, as amended by this press release. None of the Company or its affiliates, their respective boards of directors, officers, employees, agents or affiliates, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any series of Notes is making any recommendation as to whether Holders should tender any Notes in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the Aggregate Principal amount of such Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

About Starbucks

Since 1971, Starbucks Coffee Company has been committed to responsibly sourcing and roasting high-quality arabica coffee. Today, with a global footprint of more than 41,000 company-operated and licensed coffeehouses and a growing presence in consumer-packaged goods, we are the world's premier purveyor of specialty coffee. Through our unwavering commitment to excellence and our guiding principles, we bring the unique Starbucks Experience to life for every customer through every cup. To share in the experience, please visit us in our stores or online at about.starbucks.com or www.starbucks.com.

Forward-Looking Statements

This press release includes certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the potential future results of Starbucks Corporation (together with its subsidiaries) that are based on our current expectations, estimates, forecasts, and projections about, among other things, our business, our results of operations, the industry in which we operate, our economic and market outlook, and the beliefs and assumptions of our management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial position, made in or incorporated by reference into this prospectus are forward-looking. We use words such as “believes,” “continues,” “anticipates,” “forecasts,” “estimates,” “expects,” “future,” “plan,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “would,” “may,” “aims,” “intends,” or “projects” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our actual results to differ materially from our historical experience or from our current expectations or projections. Forward-looking statements reflect the Company’s current expectations and are inherently uncertain. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, readers are advised to consult any additional disclosures we make in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

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For Investors:

Catherine Park
investorrelations@starbucks.com

For Media:

Emily Albright
press@starbucks.com

Source: Starbucks Corporation