Nestlé Holdings, Inc. Announces Commencement of Cash Tender Offers for Any and All of its Certain Outstanding Notes

VEVEY, SWITZERLAND, March 11, 2026 (GLOBE NEWSWIRE) -- Nestlé Holdings, Inc. (the “Issuer”), a wholly-owned indirect subsidiary of Nestlé S.A. (the “Guarantor”), today announced the commencement of separate cash tender offers (each, a “Tender Offer” and together, the “Tender Offers”) to purchase any and all of the Issuer’s outstanding notes described in the table below (together, the “Notes”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase (as defined below).

Each Tender Offer will expire at 5:00 p.m., New York City time, on March 17, 2026, unless extended or earlier terminated by the Issuer in its sole discretion (the “Expiration Time”). Holders who have validly tendered their Notes may withdraw such Notes at any time at or prior to the Expiration Time. The Guaranteed Delivery Date for holders who validly tender Notes pursuant to the guaranteed delivery procedures described in the Tender Offer Documents (as defined below) is expected to be March 19, 2026.

The applicable consideration (the “Consideration”) for each $1,000 principal amount of each series of Notes validly tendered, not validly withdrawn, and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for such Notes specified above plus the bid-side price of the applicable U.S. Treasury Reference Security referenced above, as quoted on the applicable Bloomberg Reference Page specified above at 11:00 a.m., New York City time, on March 17, 2026, unless extended with respect to any Tender Offer. Promptly after such time, the Issuer will issue a press release specifying, among other things, the Consideration applicable to each series of Notes. In addition to the applicable Consideration, holders who have validly tendered their Notes at or prior to the Expiration Time (including those validly tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents) and whose Notes are accepted for purchase will also receive accrued and unpaid interest on such Notes, if any, up to, but excluding, the Settlement Date (as defined below and such interest, the “Accrued Interest”).

The Issuer expects to pay the applicable Consideration and Accrued Interest, if any, for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, on March 19, 2026 (the “Settlement Date”) and for Notes delivered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents, on March 23, 2026.

Each Tender Offer is conditioned upon satisfaction of certain conditions, but the Tender Offers are not contingent upon the tender of any aggregate minimum principal amount of Notes of any series and are not subject to a financing condition. None of the Tender Offers is conditioned upon the consummation of any of the other Tender Offers. If any condition is not satisfied, the Issuer is not obligated to accept for payment, purchase or pay form, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws, and may terminate or alter any or all of the Tender Offers.

The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase, dated March 11, 2026 (the “Offer to Purchase”), and in the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”), along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offers. The Issuer has retained RBC Capital Markets, LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. to act as the Dealer Managers in connection with the Tender Offers (the “Dealer Managers”). Copies of the Tender Offer Documents may be obtained from D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offers (the “Tender and Information Agent”), by phone (US) at +1 (212) 257-2516 (banks and brokers) or +1 (800) 549-6864 (all others), by phone (London) +44 20 7920 9700, by email at nestle@dfking.com or online at www.dfking.com/nestle. Questions regarding the Tender Offers may also be directed to the Dealer Managers as set forth below:

This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offers. If you are in any doubt as to the contents of this press release or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the applicable Tender Offer. The deadlines set by any such intermediary and The Depository Trust Company for the submission and withdrawal of tender instructions (or, where applicable, Notices of Guaranteed Delivery) may be earlier than the relevant deadlines set forth in this press release. None of the Issuer, the Guarantor, their respective management or board of directors, the Dealer Managers, Citibank N.A. as fiscal agent, paying agent, transfer agent and registrar for the Notes (the “Fiscal Agent”) or the Tender and Information Agent, nor any of their respective affiliates, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to any of the Tender Offers, and accordingly none of the Tender and Information Agent or any of the Dealer Managers, nor any of their respective affiliates, assumes any responsibility for the accuracy of any information concerning the Issuer, the Guarantor or the Notes or any failure by the Issuer to disclose information with regard to the Issuer, the Guarantor or the Notes which is material in the context of the applicable Tender Offer and which is not otherwise publicly available.

The Issuer reserves the right from time to time to purchase any of the Notes that remain outstanding after the Expiration Time through open market purchases, privately negotiated transactions, tender offers, redemptions or otherwise (each of which to be upon such terms and at such prices as the Issuer may determine, which may be more or less than the price to be paid pursuant to the applicable Tender Offer). The Issuer may also redeem any of the Notes that remain outstanding after the Expiration Time pursuant to the terms of such Notes and the applicable fiscal and paying agency agreement. In addition, the Issuer may from time to time seek to prepay, retire or purchase its other outstanding indebtedness through prepayments, redemptions, open market purchases, privately negotiated transactions, tender offers, redemptions or otherwise. Any such repurchases or exchanges will be dependent upon several factors, including the Issuer’s liquidity requirements, contractual restrictions, general market conditions, as well as applicable regulatory, legal and accounting factors. Whether or not the Issuer repurchases or exchanges any debt and the size and timing of any such repurchases or exchanges will be determined at its discretion.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offers are being made only by, and pursuant to the terms of, the Tender Offer Documents. The Tender Offers are not being made 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 where the laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be made by any of the Dealer Managers on behalf of the Issuer. None of the Issuer, the Guarantor, their respective management or board of directors, the Fiscal Agent, the Tender and Information Agent or any of the Dealer Managers, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers.

About Nestlé Holdings, Inc.:

Nestlé Holdings, Inc. was incorporated in the State of Delaware in 1983. It is a wholly-owned indirect subsidiary of Nestlé S.A. Its principal purpose is to act as a holding company for its direct and indirect subsidiaries (which include Nestlé USA, Inc., Nestlé Purina PetCare Company, Nestlé Capital Corporation, Nestlé HealthCare Nutrition, Inc., Nespresso USA, Inc., Nestlé Regional Globe Office NA, Inc., and Gerber Products Company). The direct and indirect subsidiaries of the Issuer engage primarily in the manufacture and sale of food products, pet care products, premium waters, beverage products, as well as nutrition and health science products. These businesses derive revenue across the United States.

About Nestlé S.A.:

Nestlé S.A. is the holding company of the Nestlé Group of companies, including Nestlé Holdings, Inc. (together, the “Nestlé Group”). Following the merger in 1905 between Farine lactée Henri Nestlé (founded in Vevey, Switzerland in 1867) and the Anglo-Swiss Condensed Milk Company (founded in Cham, Switzerland in 1866), it was renamed “Nestlé and Anglo-Swiss Condensed Milk Company,” and in 1977 adopted its present name, Nestlé S.A. It is incorporated under Swiss law as a company limited by shares (société anonyme). For more information, please visit www.nestle.com.

Forward-Looking Statements

This press release contains certain “forward-looking statements.” These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Nestlé Group as of the date hereof. The Nestlé Group’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the acceptance of any tendered Notes, the expiration and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with the terms set forth in the Tender Offer Documents or at all and the timing of any of the foregoing, as well as other risk factors included or incorporated by reference into the Offer to Purchase. Forward-looking statements in this release include, without limitation, statements regarding the Nestlé Group’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “believe,” “expect,” “plan,” “intend,” “seek,” “anticipate,” “estimate,” “predict,” “potential,” “assume,” “continue,” “may,” “will,” “should,” “could,” “shall,” “risk” or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends. The Nestlé Group undertakes no obligation to update any forward-looking statements contained herein, and will not publicly release any revisions the Nestlé Group may make to such forward-looking statements that may result from events or circumstances arising after the date hereof.

Neither the Issuer nor the Guarantor is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. However, the Guarantor has published on its website in English and has furnished to holders of the Notes certain financial and other reports described and incorporated by reference into the Offer to Purchase. Such reports contain further information concerning the risks and uncertainties associated with Nestlé’s business. Holders may obtain a copy of these reports from the Tender and Information Agent.

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