Cover and table of contents

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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 001-33829

KDP_LOGO_Full_Color.jpg

Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its charter)
Delaware98-0517725
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)

53 South Avenue

Burlington, Massachusetts 01803

(Address of principal executive offices)

(781) 418-7000

(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common stockKDPThe Nasdaq Stock Market LLC

As of June 30, 2024, the aggregate market value of the registrant's common equity held by non-affiliates of the registrant was approximately $35.5 billion (based on the closing sales price of the registrant's common stock on that date). As of February 21, 2025, there were 1,356,750,877 shares of the registrant's common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant's Annual Meeting of Stockholders are incorporated by reference in Part III.

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2024

PART I
Item 1Business1
Item 1ARisk Factors9
Item 1BUnresolved Staff Comments22
Item 1CCybersecurity22
Item 2Properties23
Item 3Legal Proceedings23
Item 4Mine Safety Disclosures23
PART II
Item 5Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities24
Item 6[Reserved]24
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations25
Item 7AQuantitative and Qualitative Disclosures About Market Risk42
Item 8Financial Statements and Supplementary Data43
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosures106
Item 9AControls and Procedures106
Item 9BOther Information107
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections108
PART III
Item 10Directors, Executive Officers, and Corporate Governance109
Item 11Executive Compensation109
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters109
Item 13Certain Relationships and Related Transactions and Director Independence109
Item 14Principal Accountant Fees and Services109
PART IV
Item 15Exhibits and Financial Statement Schedules110
Item 16Form 10-K Summary113
Signatures114

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2024

MASTER GLOSSARY

TermDefinition
2009 Incentive PlanKeurig Dr Pepper Inc. Omnibus Incentive Plan of 2009 (formerly known as the Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2009)
2019 Incentive PlanKeurig Dr Pepper Inc. Omnibus Incentive Plan of 2019
Revolving Credit AgreementKDP’s $4 billion revolving credit agreement, which was executed in February 2022
ABCThe American Bottling Company, a wholly-owned subsidiary of KDP
ABIAnheuser-Busch InBev SA/NV, a related party of KDP as of December 31, 2024
AOCIAccumulated other comprehensive income or loss
ASUAccounting Standards Update
Athletic BrewingAthletic Brewing Holding Company, LLC, an equity method investment of KDP
BoardThe Board of Directors of KDP
bpsbasis points
Central StatesThe Central States, Southeast and Southwest Areas Pension Fund
CEOChief Executive Officer
CFOChief Financial Officer
ChobaniFHU US Holdings LLC, an equity method investment of KDP
CISOChief Information Security Officer
Coca-ColaThe Coca-Cola Company
CODMChief Operating Decision Maker
CSDCarbonated soft drink
DIODays inventory outstanding
DPODays of payables outstanding
DPSDr Pepper Snapple Group, Inc.
DPS MergerThe combination of the business operations of Keurig and DPS as of July 9, 2018
DSDDirect Store Delivery, KDP’s route-to-market whereby finished beverages are delivered directly to retailers
DSODays sales outstanding
EPSEarnings per share
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FXForeign exchange
GHOSTGHOST Lifestyle LLC, a Delaware limited liability company
GHOST TransactionsThe series of transactions by which KDP acquired 60% of the interests in GHOST effective December 31, 2024, agreed to purchase the remaining 40% of the interests in GHOST in 2028, and obtained the rights to distribute GHOST products effective March 3, 2025
ITInformation technology
IRAInflation Reduction Act of 2022
IRSInternal Revenue Service
JABJAB Holding Company S.a.r.l., and affiliates
JPMorganJPMorgan Chase Bank, N.A.
KalilKalil Bottling Company
Kalil AcquisitionThe acquisition of all production, sales, and distribution assets of Kalil by KDP on August 9, 2024

i

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2024

TermDefinition
KeurigKeurig Green Mountain, Inc., a wholly-owned subsidiary of KDP, and the brand of our brewers
La ColombeLa Colombe Holdings, Inc.
LRBLiquid refreshment beverages
NasdaqThe Nasdaq Stock Market LLC
NotesCollectively, KDP's senior unsecured notes
NutraboltWoodbolt Holdings LLC, d/b/a Nutrabolt, an equity method investment of KDP
PepsiCoPepsiCo, Inc.
Peet'sPeet's Coffee & Tea, Inc.
PETPolyethylene terephthalate, which is used to make KDP's plastic bottles
PFASPer- and polyfluoroalkyl substances
PRMBPost-retirement medical benefit
Proxy StatementThe definitive proxy statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024, pursuant to Regulation 14A under the Exchange Act
PSUPerformance stock unit
ReviveRevive Brands, a wholly-owned subsidiary of KDP
rPETPost-consumer recycled PET
RSURestricted stock unit
RTDReady to drink
RVGResidual value guarantee
S&PStandard & Poor’s
SECSecurities and Exchange Commission
SG&ASelling, general and administrative
SOFRSecured Overnight Financing Rate
Term Loan AgreementTerm loan agreement entered into on October 25, 2024, among KDP, the lenders party thereto and Bank of America, N.A., as administrative agent.
TractorTractor Beverages, Inc., an equity method investment of KDP
U.S. GAAPAccounting principles generally accepted in the U.S.
Veyron SPEsSpecial purpose entities with a single sponsor, Veyron Global
VIEVariable interest entity
Vita CocoThe Vita Coco Company, Inc.
WalmartWalmart Inc.
WDWarehouse Direct, KDP’s route-to-market whereby finished beverages are shipped to retailer warehouses, and then delivered by the retailer through its own delivery system to its stores
WIPWork-in-process

References throughout this Annual Report on Form 10-K to “KDP”, "we", “us”, and "our", refer to Keurig Dr Pepper Inc. and all wholly-owned subsidiaries included in our audited Consolidated Financial Statements.

The following discussion should be read in conjunction with our audited Consolidated Financial Statements and the related Notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that are based on management's current expectations, estimates, and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of various factors, including the factors described under "Risk Factors" within Item 1A and elsewhere in this Annual Report on Form 10-K, and subsequent filings with the SEC.

ii

PART I

Next: Item 1. BUSINESS