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424B4 1 tm269912-3_424b4.htm 424B4 tm269912-3_424b4 - none - 4.9260165s

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-294850

PROSPECTUS

The Magnum Ice Cream Company N.V.

121,604,413 Ordinary Shares

This prospectus relates to the offer and sale, from time to time, by the selling security holders named herein (the “Selling Securityholders”), of up to 121,604,413 ordinary shares in the capital of The Magnum Ice Cream Company N.V., a public company with limited liability under the laws of the Netherlands (Company Registration No: 97035467) (“we,” “us,” the “Company” or “Magnum”), nominal value of EUR 3.50 (“Ordinary Shares”).

We are registering these Ordinary Shares for resale by the Selling Securityholders pursuant to the registration rights granted to the Selling Securityholders under the Registration Rights Agreement, dated October 1, 2025, entered into between Magnum and Unilever PLC, a public limited company incorporated and registered in England and Wales (the “Registration Rights Agreement”). Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Ordinary Shares. The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our Ordinary Shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

We will not receive any proceeds from the sale of any securities by the Selling Securityholders. As described further under “Plan of Distribution,” we will bear all costs, expenses and fees in connection with the registration and offering of the Ordinary Shares, other than certain costs and expenses to be borne by the Selling Securityholders. The Selling Securityholders will pay any underwriting discounts and commissions, if any, attributable to sales of the Ordinary Shares registered herein.

If any underwriters, dealers or agents are involved in the sale of any of the Ordinary Shares, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. No Ordinary Shares may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such Ordinary Shares. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

Our Ordinary Shares are listed on Euronext Amsterdam under the symbol “MICC,” on the Main Market of the London Stock Exchange under the ticker symbol “MICC” and on the New York Stock Exchange under the ticker symbol “MICC.” We had 612,259,739 Ordinary Shares outstanding as of March 30, 2026. On March 27, 2026, the last reported sale price of our Ordinary Shares as reported on the New York Stock Exchange was $14.63 per ordinary share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implication of Being a Foreign Private Issuer.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated April 13, 2026.

	ABOUT THIS PROSPECTUS					ii
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					ii
	MARKET AND INDUSTRY DATA					iii
	USE OF CERTAIN TERMS					iv
	PROSPECTUS SUMMARY					1
	THE OFFERING					4
	RISK FACTORS					5
	USE OF PROCEEDS					9
	DIVIDEND POLICY					10
	CAPITALIZATION					11
	PRINCIPAL SHAREHOLDERS					13
	SELLING SECURITYHOLDERS					14
	DESCRIPTION OF SHARE CAPITAL					15
	TAXATION					16
	PLAN OF DISTRIBUTION					22
	EXPENSES RELATED TO THIS OFFERING					25
	ENFORCEABILITY OF CIVIL LIABILITIES					26
	LEGAL MATTERS					27
	EXPERTS					28
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					29
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					30

	“2025 Annual Report”			the Company’s annual report for the fiscal year ended December 31, 2025, filed with the SEC on March 18, 2026, incorporated by reference in this prospectus;
	“Admission”			the admission of all of the shares in the Company to listing and trading on the NYSE, which occurred on December 8, 2025;
	“Articles of Association”			the Company’s Articles of Association, as in effect and amended as of December 1, 2025;
	“Board”			the board of directors of the Company;
	“Demerger”			the demerger of the Ice Cream Business which took effect on December 6, 2025, effected by way of the Demerger Dividend satisfied by the transfer of the entire issued share capital of Magnum Holdco from Unilever to the Company in consideration for the issuance by the Company of Ordinary Shares to each Unilever Shareholder and Unilever ADS Holder at the Record Time in proportion to their holding;
	“Demerger Agreement”			the demerger agreement between the Company, Magnum Holdco and Unilever, dated October 1, 2025;
	“Directors”			the directors of the Company (including, where relevant, Josh Frank as a prospective director of the Company);
	“EEA”			the European Economic Area;
	“EU”			the European Union;
	“Exchange Act”			the U.S. Securities Exchange Act of 1934;
	“FCA”			the UK Financial Conduct Authority;
	“Group”			(i) prior to July 1, 2025 (being the principal date for completion of the Reorganization), the Ice Cream Business; (ii) from July 1, 2025, and prior to the Demerger, the Magnum Holdco Group; and (iii) following the Demerger and Admission, the Company and its consolidated

				subsidiaries. References to a “Group Company” mean any one member of the Group, in each case as the context may require;
	“Ice Cream Business”			the business of the Group separated from the Unilever Group with respect to: • the researching and developing of ice cream products; • the franchising of operations related to the marketing, distribution and sale of ice cream products; • the marketing, distributing and selling of ice cream products; • the ownership, maintenance, sale, distribution, lending and/or leasing of ice cream freezer cabinets; and • the manufacturing, procuring, producing, packaging, packing and storage of ice cream products;
	“IFRS”			International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB);
	“Magnum Holdco”			The Magnum Ice Cream Company HoldCo Netherlands B.V.;
	“Magnum Holdco Group”			Magnum Holdco, Magnum ICC US HoldCo, LLC and each of their respective subsidiaries from time to time and PT Unilever Indonesia Tbk (in respect of the Ice Cream Business operated by it);
	“Record Time”			December 5, 2025;
	“Registration Rights Agreement”			the Registration Rights Agreement entered into between Unilever and Magnum, dated October 1, 2025, in connection with the Demerger;
	“Reorganization”			the legal separation of the Ice Cream Business achieved through: (i) the incorporation and organization of the Group Companies to form a stand-alone group of companies within the wider Unilever Group; and (ii) the transfer by the Unilever Group of those assets (including intellectual property rights) and liabilities that comprise the Ice Cream Business to the Group (as further described herein);
	“SEC”			the US Securities and Exchange Commission;
	“Securities Act”			the U.S. Securities Act of 1933;
	“UK Listing Rules”			the UK listing rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended) and the UK Listing Rules Instrument 2024 (FCA 2024/23), as amended;
	“Unilever”			Unilever PLC, a public limited company incorporated and registered in England and Wales with registration number 00041424 and its registered office address at Port Sunlight, Wirral, Merseyside CH62 4ZD;
	“Unilever ADS Holder”			a holder of Unilever ADSs as at the Record Time;
	“Unilever ADS Program”			the American Depositary Share program operated by Unilever in respect of certain Unilever Shares from time to time;
	“Unilever Group”			Unilever and its consolidated subsidiaries;
	“Unilever Shareholder”			a holder of Unilever Shares who is registered on the Unilever register of members at the Record Time, but excluding (i) Unilever itself in respect of Unilever shares held in treasury and (ii) Deutsche Bank Trust Company Americas in its capacity as depositary bank under the Unilever ADS Program;
	“Unilever Shares”			ordinary shares of Unilever, 3.5 pence per share;
	“United Kingdom” or “UK”			the United Kingdom of Great Britain and Northern Ireland; and
	“United States”, “US” or “U.S.”			the United States of America.

	As of December 31, 2025
	(€ million)
Cash and cash equivalents		441
Indebtedness(1)
Bonds and other loans(2)		3,077
Bank loans and overdrafts(3)		35
Lease liabilities		143
Derivatives		28
Other financial liabilities(4)		133
Total indebtedness		3,416
Equity
Share capital		2,143
Share premium		5,798
Retained earnings		(172)
Other reserves(5)		(7,144)
Total shareholders’ equity		625
Total capitalization(6)		4,041

Assumed public offering price per ordinary share	$	14.65	€	12.74
Net tangible book value per ordinary share at December 31, 2025	$	(1.14)	€	(0.99)
Dilution per ordinary share to new investors	$	15.79	€	13.73

	Ordinary Shares Beneficially Owned
	Number		%
Principal Shareholders
Unilever PLC(1)		121,604,413		19.86
Blackrock, Inc.		27,288,445		4.46
Goldman Sachs Group Inc.		23,266,931		3.80
Trian Fund Management, L.P.		22,618,000		3.69
FIL Limited		19,894,021		3.25
Allan & Gill Gray Foundation		19,674,251		3.21
First Eagle Management Investment LLC		19,207,879		3.14
Barclays Plc		18,405,686		3.01
Bank of America Corporation		18,581,094		3.03

	Securities Owned Before the Offering				Maximum Number of Securities Being Offered		Securities Owned After the Offering(4)
Name of Selling Securityholder	Ordinary Shares(3)		%		Ordinary Shares		Ordinary Shares		%
Unilever International Holdings B.V.(1)		121,533,558		19.85		121,533,558		—		—
Unilever United States Inc.(2)		70,855		0.01		70,855		—		—

SEC Registration Fee	$	245,773.89
Printing Expenses	$	7,520
Legal Fees and Expenses	$	245,000.00
Accounting Fees and Expenses	$	124,400
Total	$	622,693.89

SEC Form 424B4 filed by The Magnum Ice Cream Company N.V.