Keurig Dr Pepper (KDP) 10-K risk factor changes: FY2024 vs FY2023

The raw materials and other supplies, including agricultural commodities (such as coffee, apples, and corn), fuel and packaging materials, transportation, and other supply chain inputs that we use for the manufacturing, production, and distribution of our products are subject to price volatility and fluctuations in availability caused by many factors, which include changes in supply and demand; supplier capacity constraints; inflation; weather conditions (including the effects of climate change); wildfires and other natural disasters; disease or pests; agricultural uncertainty; cost increases in farm inputs; health epidemics, pandemics, or other contagious outbreaks; labor shortages, strikes, or work stoppages; changes in or the enactment of new laws and regulations; governmental actions or controls (including import/export restrictions, such as [removed: new] [added: new, increased,] or [removed: increased] [added: retaliatory] tariffs, sanctions, quotas, or trade barriers); port congestion or delays; transport capacity constraints; cybersecurity incidents or other disruptions; political uncertainties; acts of terrorism; governmental instability; speculation in global trading of commodities, such as coffee; or fluctuations in foreign currency exchange rates.

Consumers’ preferences continually evolve due to a variety of factors, including changing demographics of the population, social trends, changes in consumer lifestyles and consumption patterns, [added: including from the use of weight loss drugs,] concerns or perceptions regarding the health effects or environmental impact of our products or packaging, concerns regarding the location of origin or source of ingredients and products, changes in consumers' spending habits, negative publicity, economic downturn, or other factors.

In addition, adverse public opinion, third-party studies, or other allegations, whether or not valid, regarding the perceived or potential negative health effects of [added: processing or] ingredients in our beverage products, such as concerns about the caloric intake associated with soft drinks or the use of [removed: artificial] [added: synthetic colors, nutritive and non-nutritive] sweeteners [added: or other additives] in our beverages, or chemicals of concern or other substances in our ingredients or materials, may contribute to actual or threatened legal action against us, negative consumer perception of our products, [removed: additional government regulation, or] new or increased taxes on our products, [added: or additional government regulation, including new or changing restrictions on the inclusion of our products in benefit programs, such as the U.S. supplemental nutrition assistance program known as SNAP,] any of which could result in decreased demand for our products or reformulations of existing products to remove such ingredients or substances, which may be costly and reduce their appeal.

Our corporate image and reputation has in the past been, and could in the future be, adversely impacted by a variety of factors, including: any failure by us or our business partners to achieve goals or maintain high standards relating to [removed: ethical, business and environmental, social] [added: ethical] and [removed: governance] [added: business] practices, including with respect to human rights, child labor laws, [removed: diversity, equity and inclusion,] workplace conditions, employee health and safety, the nutrition profile of our products, packaging, water use and impact on the environment; any failure to address health or other concerns about our products, products we distribute or particular ingredients in our products, including concerns regarding whether certain of our products contribute to obesity or an increase in public health costs; our research and development efforts; any product quality or safety issues, including the recall of any of our products; any failure to comply with laws and regulations; consumer perception of our advertising campaigns, sponsorship arrangements, marketing programs, use of social media and our response to political and social issues or catastrophic events; or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing.

In evaluating [removed: such endeavors,] [added: strategic transactions,] we are required to make difficult judgments regarding the value of business strategies, opportunities, technologies and other assets, and the risks and cost of potential liabilities.

[removed: We] [added: In addition, we] may also experience delays in extending our respective internal control over financial reporting to new acquisitions or investments, which may increase the risk of misstatements in our financial records and in our consolidated financial statements.

[removed: In addition, our] [added: Our] quality management protocols, which are designed to ensure product quality and safety, may not be sufficiently robust to fully manage the expanded range of product offerings introduced through new investments, licensing or distribution agreements, which may increase our costs or subject us to negative publicity.

We have ongoing programs to invest and upgrade our manufacturing, distribution and other facilities, including expansive investments in [added: our] manufacturing [removed: facilities] [added: facility] in Spartanburg, South [removed: Carolina and Allentown, Pennsylvania.][added: Carolina.]

We also license various [removed: trademarks] [added: intellectual property rights] from third parties and license [removed: our trademarks] [added: certain intellectual property rights] to third parties.

In some countries, third parties own certain [removed: trademarks and related] intellectual property that we own in other countries.

Unplanned turnover or failure to develop and implement succession plans for senior management and other key [removed: personnel, including our CEO,] [added: personnel] could deplete our institutional knowledge base and erode our competitiveness.

Failure to attract, retain, develop, and motivate a highly skilled and diverse workforce, including employees with specialized capabilities, [removed: or to maintain a culture that fosters inclusivity and diversity, including by increasing representation of underrepresented communities,] can damage our business results and our reputation.

[removed: As part of ongoing efforts to decrease our cash conversion cycle and manage our working capital, we] [added: We] negotiate with our suppliers to optimize our terms and conditions, which includes the consideration of payment terms.

In October 2021, our Board authorized [removed: the Company] [added: KDP] to repurchase up to $4 billion of our outstanding common stock over a four-year period, beginning on January 1, 2022, potentially enabling us to return value to shareholders.

We may fund our share repurchases through [removed: a combination of] cash flow from operations, borrowings, a combination of the two, or other sources of liquidity.

The actual manner, timing, amount, value and counterparties of any repurchases under the program will be determined [removed: in] [added: at] our discretion and will depend on a number of factors, including the market price of our common stock, trading volume, other capital management objectives and opportunities, applicable legal requirements, applicable tax effects, and general market and economic conditions.

Determinations in the future that a significant impairment of the value of our goodwill and other indefinite-lived intangible assets has occurred could have a material adverse effect on our financial [removed: performance.][added: statements.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $52,130] [added: $53,430] million of total assets, of which [removed: $20,202] [added: $20,053] million were goodwill and [removed: $23,287] [added: $23,634] million were other intangible assets.

In addition, definite-lived intangible [removed: assets and] [added: assets,] property, [removed: plant] [added: plant,] and [removed: equipment] [added: equipment, and equity method investments] are evaluated for impairment or accelerated depreciation as circumstances indicate.

We have in the past recorded [removed: impairments] [added: impairments, including during the year ended December 31, 2024,] and could do so again as a result of changes in assumptions, estimates or circumstances, some of which are beyond our control.

Any such impairment would result in us recognizing a non-cash charge in our Consolidated Statements of Income, which could adversely affect our results of operations and [removed: increase] our effective tax rate.

We regularly review our product portfolio and evaluate strategic transactions, such as equity method investments, [added: generally] to gain entry into categories where we do not participate or to expand our presence in areas where our participation is currently limited.

Our users’ data and customer information may be improperly accessed, used or disclosed if these third-party commercial partners fail to adopt or adhere to adequate information security practices, or fail to comply with their respective online policies, or in the event of a breach of our [added: or their] networks.

[removed: While we have procedures in place for assessing risk along with selecting, managing and monitoring our relationships with third-party service providers and other business partners, we] [added: We] do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk.

Changes in economic and financial conditions in the U.S., Canada, [removed: Mexico] [added: Mexico,] or other geographies where we do business may negatively impact consumer confidence and consumer spending, which could result in a reduction in our sales volume and/or switching to lower price offerings.

Similarly, disruptions in financial and credit markets worldwide may impact our ability to manage normal commercial relationships with customers, [removed: suppliers] [added: suppliers,] and creditors.

These disruptions could have a negative impact on the ability of our customers to [removed: timely] pay their [removed: obligations,] [added: obligations on time,] the ability of our vendors to supply materials [removed: timely,] [added: in a timely manner,] or the risk of counterparty default, each of which could reduce our cash flow.

Unstable geopolitical conditions or events in certain markets, including civil unrest, acts of war, [removed: terrorism] [added: terrorism,] or governmental changes, or changes in international relations could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.

Restrictions on business activities, which have been or may be imposed or expanded as a result of political and economic instability, deterioration of economic relations between [removed: countries] [added: countries, such as changes in] or [added: terminations of existing trade agreements, or the imposition of tariffs (including recent U.S. tariffs imposed or threatened to be imposed on Canada, Mexico, China, and other countries, and any retaliatory actions taken by such countries), or] otherwise, could impact our [removed: profitability.][added: profitability or otherwise have an adverse effect on our business.]

We have no operations in Russia, Ukraine, or the Middle East, but due to the impact of the [added: ongoing] conflicts [added: in those regions] on the global economy, we have experienced and may continue to experience supply chain constraints; inflation in input costs, logistics, [removed: manufacturing] [added: manufacturing,] and labor costs; volatility in fuel and commodity prices and fluctuations in foreign exchange rates and interest rates, any of which could adversely impact our results of operations.

We are subject to a variety of federal, [removed: state] [added: state,] and local laws and regulations in the U.S., Canada, [removed: Mexico] [added: Mexico,] and other countries in which we conduct business.

These laws and regulations apply to many aspects of our business, including the manufacture, safety, sourcing, labeling, storing, transportation, marketing, advertising, distribution, [removed: pricing] [added: pricing,] and sale of our products.

Our expanding international business will also expose us to economic factors, regulatory requirements, increasing [removed: competition] [added: competition,] and other risks associated with doing business in foreign [removed: countries.][added: countries, including import or export restrictions and tariffs.]

Our international business is also subject to U.S. laws, [removed: regulations] [added: regulations,] and policies, including anti-corruption and export laws and regulations.

Increasing governmental and societal attention to environmental, [removed: social] [added: social,] and governance matters has resulted and could continue to result in new laws or regulatory requirements, including new or expanded disclosure requirements that are expected to continue to expand the nature, [removed: scope] [added: scope,] and complexity of matters on which we are required to report.

Violations of laws or regulations could damage our reputation and/or result in criminal, [removed: civil] [added: civil,] or administrative actions with substantial financial penalties and operational limitations.

We have been, and in the future may be, a party to various litigation, claims, legal (including regulatory) proceedings, [removed: inquiries] [added: inquiries,] and investigations that may include employment, tort, contract, real estate, antitrust, environmental, recycling/sustainability, intellectual property, commercial, securities, false advertising, packaging, product labeling, consumer protection, discriminatory pricing, privacy, tax, [removed: insurance] [added: insurance,] and other claims.

We have been, and in the future may be, a defendant in class action litigation, including litigation regarding employment practices, product labeling, including under California’s “Proposition 65,” public statements and disclosures under securities laws, antitrust, advertising, consumer [removed: protection] [added: protection,] and wage and hour laws.

Various jurisdictions in which our products are sold have imposed or are considering imposing laws, [removed: regulations] [added: regulations,] or policies intended to encourage the use of sustainable packaging, waste [removed: reduction] [added: reduction,] or increased recycling [removed: rates] [added: rates,] or to restrict the sale of products utilizing certain packaging.

These laws, [removed: regulations] [added: regulations,] and policies vary in form and scope between jurisdictions and include extended producer responsibility policies, plastic or packaging taxes, restrictions on certain products and materials, requirements for bottle caps to be tethered to bottles, restrictions or bans on the use of certain types of packaging, including single-use plastics and packaging containing PFAS, or other chemicals of concern, restrictions on labeling related to [removed: recyclability] [added: recyclability,] and requirements to charge deposit fees.

Such risks may be increased if government officials make public statements about alleged risks purportedly associated with processing, particular ingredients used in our products, or unintentional contaminants that may be present in the water supply.

If we are unable to complete such transactions or successfully integrate and develop acquired businesses, including the effective management of integration activities, we could fail to achieve the expected increases in revenues and operating results or the anticipated synergies and cost savings.

Additional acquisition risks include the diversion of management attention from our existing business, potential loss of key employees, suppliers, or customers from the acquired business, assumption of unforeseen risks and liabilities, and greater than anticipated operating costs of the acquired business.

Any of these factors could adversely affect our financial results.

Regulators have also expressed concerns about the processing and use of particular ingredients or additives in beverage products.

[Table of](#ia0f33831c52344488846e28e940f75af_7) [Contents](#ia0f33831c52344488846e28e940f75af_7)

Furthermore, we may incur unforeseen liabilities and obligations in connection with any such transactions, including in connection with the integration or management of the businesses or brands, and may encounter unexpected difficulties and costs in integrating them into our operating, governance and internal control structures.

Any acquisitions, investments or ventures may also disrupt ongoing business activity or result in the diversion of management attention and resources from other initiatives and operations.

As part of this process, we strive to seek extended payment terms in commercial negotiations with potential suppliers.

We continue to devote resources to network security, backup and disaster recovery, upgrading systems and networks, enhanced training and other security measures to protect our systems and data; we are also in the process of enhancing the monitoring and detection of threats in our environment.

*This section of this Annual Report on Form 10-K generally discusses the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and year-over-year comparisons between the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

[removed: KDP has] [added: We have] a broad portfolio of iconic beverage brands, including [added: Keurig,] Dr Pepper, Canada Dry, [added: Mott's, A&W, Peñafiel, Snapple, 7UP,] Green Mountain Coffee Roasters, [removed: Snapple, Mott's, The Original Donut Shop,] [added: GHOST,] Clamato, [removed: and] Core Hydration, [removed: as well as the Keurig brewing system.][added: and The Original Donut Shop.]

Our operating and reportable segments [removed: consist of the following:][added: are as follows:]

[removed: ][added: ]

[removed: ][added: ]

Key Events During and Subsequent to the Fourth Quarter of [removed: 2023][added: 2024]

Refer to Item 1A, *Risk Factors*, as well as the *Uncertainties and Trends Affecting [removed: Liquidity*] [added: Liquidity and Capital Resources*] section below, for more information about risks and uncertainties facing us.

Refer to Note [removed: 5] [added: 6] of the Notes to our Consolidated Financial Statements and Item 7A, [removed: Quantitative] [added: *Quantitative] and Qualitative Disclosures About Market [removed: Risk] [added: Risk*] for management's discussion of how we manage our exposure to commodity risk.

For the Year Ended December 31, [removed: 2023] [added: 2024] Compared to the Year Ended December 31, [removed: 2022:][added: 2023:]

The following table sets forth our consolidated results of operations for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| [added: (in millions)] | | | For the Year Ended December [removed: 31, | | | | | | | | | | | | Dollar | | | | | | Percentage] [added: 31, 2024] | | |

| (in millions, except per share amounts) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | | | | | Change | | |

| Cost of sales | | | [removed: 6,734] [added: 6,822] | | | | | | 6,734 | | | | | | [removed: —] [added: 88] | | | | | | [removed: —] [added: 1.3] | | |

| Selling, general, and administrative expenses | | | [removed: 4,912] [added: 5,013] | | | | | | [removed: 4,645] [added: 4,912] | | | | | | [removed: 267] [added: 101] | | | | | | [removed: 5.7] [added: 2.1] | | |

| Other operating [removed: income,] [added: expense (income),] net | | | [removed: (26)] [added: 207] | | | | | | [removed: (105)] [added: (26)] | | | | | | [removed: 79] [added: 233] | | | | | | NM | | |

| [removed: Income] [added: Total income] from operations | | | [removed: 3,192 | | | | | | 2,605 | | | | | | 587] [added: $] | [added: 2,591] | | | | | [removed: 22.5] [added: $] | [added: 3,192] | |

| Interest expense, net | | | [removed: 496] [added: 735] | | | | | | [removed: 693] [added: 496] | | | | | | [removed: (197)] [added: 239] | | | | | | [removed: (28.4)] [added: 48.2] | | |

| Impairment of investments and note receivable | | | [removed: —] [added: 2] | | | | | | [removed: 12] [added: —] | | | | | | [removed: (12)] [added: 2] | | | | | | NM | | |

| Other (income) expense, net | | | [removed: (61)] [added: (60)] | | | | | | [removed: 14] [added: (61)] | | | | | | [removed: (75)] [added: 1] | | | | | | NM | | |

| Income before provision for income taxes | | | [removed: 2,757] [added: 1,914] | | | | | | [removed: 1,719] [added: 2,757] | | | | | | [removed: 1,038] [added: (843)] | | | | | | [removed: 60.4] [added: (30.6)] | | |

| Provision for income taxes | | | [removed: 576] [added: 473] | | | | | | [removed: 284] [added: 576] | | | | | | [removed: 292] [added: (103)] | | | | | | [removed: 102.8] [added: (17.9)] | | |

| [removed: Net] [added: Net] income attributable to [removed: KDP | | | $ | 2,181 | | | | | $ | 1,436 | | | | | $ | 745 | |] [added: KDP] | | | [removed: 51.9] [added: 1,441] | | [removed: %] |

| Gross margin | | | [removed: 54.5] [added: 55.6] | | % | | | | [removed: 52.1] [added: 54.5] | | % | | | | | | | | | | [removed: 240] [added: 110] bps | | |

| Operating margin | | | [removed: 21.5] [added: 16.9] | | % | | | | [removed: 18.5] [added: 21.5] | | % | | | | | | | | | | [removed: 300] [added: (460)] bps | | |

| Effective tax rate | | | [removed: 20.9] [added: 24.7] | | % | | | | [removed: 16.5] [added: 20.9] | | % | | | | | | | | | | [removed: 440] [added: 380] bps | | |

Sales Volume. The following table [removed: sets forth changes] [added: provides the change] in sales volume [removed: for the year ended December 31, 2023] compared to the prior year:

| K-Cup pods | | | | | | [removed: (3.9)] [added: 0.8] | | % |

Net Sales. Net sales increased [removed: $757] [added: $537] million, or [removed: 5.4%,] [added: 3.6%,] to [removed: $14,814] [added: $15,351] million for the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: $14,057] [added: $14,814] million in the prior year.

This performance reflected [added: volume/mix growth of 2.7% and] favorable net price realization of [removed: 7.0% and favorable FX translation of 0.5%, partially] [added: 1.2%, slightly] offset by unfavorable [removed: volume/mix] [added: impacts from FX translation] of [removed: 2.1%.][added: 0.3%.]

Gross Profit. Gross profit increased [removed: $757] [added: $449] million, or [removed: 10.3%,] [added: 5.6%,] to [removed: $8,080] [added: $8,529] million for the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: $7,323] [added: $8,080] million in the prior year.

This performance primarily reflected the [removed: impact to] gross profit [added: impact] of [removed: the strong growth in] net sales [removed: (12] [added: growth (3] percentage [removed: points) and] [added: points),] a [removed: favorable change] [added: net benefit from changes] in [removed: unrealized commodity mark-to-market impacts] [added: ingredients, materials, and productivity] (2 percentage points), [added: and earned equity from the achievement of milestones associated with certain distribution agreements (1 percentage point),] partially offset by net [removed: inflation] [added: increases] in [removed: ingredients and materials (3] [added: other manufacturing costs (1] percentage [removed: points).][added: point).]

Impairment of [added: Other] Intangible Assets. Impairment of intangible assets [removed: primarily] reflected [removed: the favorable comparison to] non-cash impairment charges [removed: in the prior year.][added: of $412 million for intangible brand assets, primarily led by Snapple.]

Refer to Note [removed: 3] [added: 5] of the Notes to our Consolidated Financial Statements for further information.

[removed: Interest Expense, Net. Interest expense, net] [added: Net Income. Net income] decreased [removed: $197] [added: $740] million, or [removed: 28.4%,] [added: 33.9%,] to [removed: $496] [added: $1,441] million for the year ended December 31, [removed: 2023] [added: 2024 as] compared to [removed: $693] [added: $2,181] million [removed: for] [added: in] the prior year.

The following tables set forth net sales and income from operations for our [added: reportable] segments for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP:

[removed: | | | | For] [added: During] the [removed: Year Ended] [added: year ended] December [removed: 31, | | | | | | | | |][added: 31, 2024, we completed several acquisitions.]

| (in millions) | | | [added: | | | 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| [removed: Segment Results — Net] [added: Net] sales | | | | | | | | | | | |

| U.S. Refreshment Beverages | | | $ | [removed: 8,821] [added: 9,331] | | | | | $ | [removed: 8,083] [added: 8,821] | |

| U.S. Coffee | | | [removed: 4,071] [added: 3,967] | | | | | | [removed: 4,302] [added: 4,071] | | |

Discussions of the periods prior to the year ended December 31, 2023 that are not included in this Annual Report on Form 10-K are found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 and the discussion therein for the year ended December 31, 2023 compared to the year ended December 31, 2022 is incorporated by reference into this Annual Report.*

On October 23, 2024, we entered into a definitive agreement with GHOST, and certain other parties named therein, to acquire a controlling interest in GHOST.

Founded in 2016, GHOST is a lifestyle sports nutrition business with a portfolio anchored by GHOST Energy, a leading ready-to-drink energy brand.

Under the terms of the agreement, we initially purchased a 60% stake in GHOST for aggregate consideration of approximately $1 billion on December 31, 2024.

We also entered into an agreement requiring us to purchase the remaining equity interests in GHOST in 2028.

The initial payment was funded primarily by proceeds drawn from the Term Loan Agreement.

We also executed an agreement with GHOST and ABI which transfers the distribution rights for GHOST products from ABI to us, effective March 3, 2025, for a termination payment to ABI of $225 million which will be paid during the first quarter of 2025.

Refer to Note 4 of the Notes to our Consolidated Financial Statements for additional information.

On January 31, 2025, we repaid the amount outstanding under the Term Loan Agreement using proceeds from commercial paper.

| Net sales | | | $ | 15,351 | | | | | $ | 14,814 | | | | | $ | 537 | | | | | 3.6 | | % |

| Gross profit | | | 8,529 | | | | | | 8,080 | | | | | | 449 | | | | | | 5.6 | | |

| Impairment of goodwill | | | 306 | | | | | | — | | | | | | 306 | | | | | | NM | | |

| Net income | | | $ | 1,441 | | | | | $ | 2,181 | | | | | $ | (740) | | | | | (33.9) | | % |

| Basic | | | $ | 1.06 | | | | | $ | 1.56 | | | | | $ | (0.50) | | | | | (32.1) | | % |

| Diluted | | | 1.05 | | | | | | 1.55 | | | | | | (0.50) | | | | | | (32.3) | | % |

| LRB | | | | | | 1.8 | | % |

| Appliances | | | | | | 7.4 | | % |

Selling, General and Administrative Expenses. SG&A expenses increased $101 million, or 2.1%, to $5,013 million for the year ended December 31, 2024 compared to $4,912 million in the prior year, led by increases in transportation and warehousing expenses (2 percentage points) and people costs (1 percentage point), partially offset by reduced costs associated with productivity projects (1 percentage point).

Impairment of Goodwill. Impairment of goodwill reflected a non-cash impairment charge of $306 million within the U.S. Warehouse Direct reporting unit in the U.S. Refreshment Beverages segment.

Other operating expense (income), net. Other operating (expense) income, net reflected an unfavorable change of $233 million for the year ended December 31, 2024, primarily driven by the accrued $225 million termination fee associated with ABI.

Income from Operations. Income from operations decreased $601 million, or 18.8%, to $2,591 million for the year ended December 31, 2024 compared to $3,192 million in the prior year, as our increase in gross profit (14 percentage points) was more than offset by the impacts of our non-cash impairment charges for goodwill and other intangible assets (22 percentage points) and the accrued termination fee associated with ABI (7 percentage points).

Interest Expense, Net. Interest expense, net increased $239 million, or 48.2%, to $735 million for the year ended December 31, 2024 compared to $496 million for the prior year, primarily driven by increased debt and higher financing costs (32 percentage points) and an unfavorable year-over-year change in unrealized mark-to-market activity (17 percentage points).

Effective Tax Rate. The effective tax rate increased 380 bps to 24.7% for the year ended December 31, 2024, compared to 20.9% in the prior year, primarily driven by the impact of our non-cash goodwill impairment charge (270 bps) and the unfavorable comparison to the prior year tax benefit received from a non-cash adjustment (100 bps).

Diluted EPS. Diluted EPS decreased 32.3% to $1.05 per diluted share as compared to $1.55 in the prior year.

| (in millions) | | | 2024 | | | | | | 2023 | | |

| Net sales | | | $ | 9,331 | | | | | $ | 8,821 | | | | | $ | 510 | | | | | 5.8 | | % |

Growth in carbonated soft drinks and the contributions from partnerships, such as Electrolit and C4, was partially offset by softness in our still beverages portfolio.

This decrease was primarily driven by the non-cash goodwill and intangible impairment charges (29 percentage points) and the accrued termination fee associated with ABI (9 percentage points).

Other drivers include the benefit to gross profit of net sales growth (13 percentage points), a net benefit from changes in ingredients, materials, and productivity (3 percentage points), and earned equity from the achievement of milestones associated with certain distribution agreements (3 percentage points), partially offset by increased transportation and warehousing expenses (3 percentage points).

| (in millions) | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | Change | | |

| Net sales | | | $ | 3,967 | | | | | $ | 4,071 | | | | | $ | (104) | | | | | (2.6) | | % |

Appliance volume increased 7.3% in the year ended December 31, 2024, driven by Keurig market share momentum and improving coffeemaker category trends.

| (in millions) | | | 2024 | | | | | | 2023 | | | | | | Change | | | | | | Change | | |

| Net sales | | | $ | 2,053 | | | | | $ | 1,922 | | | | | $ | 131 | | | | | 6.8 | | % |

| LRB | | | | | | 5.6 | | % |

| Appliances | | | | | | 8.2 | | |

| | | | 2024 | | | | | | 2023 | | |

Our capital allocation priorities are investing to grow our business both organically and inorganically, continuing to strengthen our balance sheet, and returning cash to shareholders through regular quarterly dividends and opportunistic share repurchases.

We dynamically adjust our cash deployment plans based on the specific opportunities available in a given period, but over time we allocate capital to balance each of these priorities.

Repurchases and retirements of common stock, including payments on our share excise tax obligation, were $1,110 million and $706 million during the years ended December 31, 2024 and 2023, respectively.

As a result of the change in our operating and reportable segments effective January 1, 2023, this section also presents year-over-year comparisons between the years ended December 31, 2022 and 2021 on a revised segment basis.*

Effective January 1, 2023, we revised our segment structure to align with how our CODM manages the business, assesses performance and allocates resources.

Strategic Partnership with Grupo PiSA

Effective October 23, 2023, we executed an agreement for a strategic partnership with Grupo PiSA to sell and distribute Electrolit instant hydration beverages within the U.S., which is expected to begin in early 2024.

Appointment of Chief Operating Officer

On November 6, 2023, we appointed Tim Cofer as Chief Operating Officer, reporting to Chairman and CEO, Bob Gamgort.

Mr. Cofer will work side by side with Mr. Gamgort in the Chief Operating Officer capacity, with an expected transition to CEO in the second quarter of 2024.

Mr. Gamgort will continue to serve as our Executive Chairman after the transition occurs.

Some of these items have led to inflation in input costs, logistics, manufacturing, and labor costs, which has further led to fluctuation in interest rates.

These impacts have created headwinds for our business that may continue into 2024.

As a result of these inflationary pressures, we have increased the pricing on a number of our products across our portfolio.

Consequently, we may incur a reduction of volume or net sales, which, combined with the inflationary pressures, could impact our margins and operating results.

Consolidated Operations

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | | | $ | 14,814 | | | | | $ | 14,057 | | | | | $ | 757 | | | | | 5.4 | | % |

| Gross profit | | | 8,080 | | | | | | 7,323 | | | | | | 757 | | | | | | 10.3 | | |

| Impairment of intangible assets | | | 2 | | | | | | 477 | | | | | | (475) | | | | | | NM | | |

| Gain on litigation settlement | | | — | | | | | | (299) | | | | | | 299 | | | | | | NM | | |

| Loss on early extinguishment of debt | | | — | | | | | | 217 | | | | | | (217) | | | | | | NM | | |

| Gain on sale of equity method investment | | | — | | | | | | (50) | | | | | | 50 | | | | | | NM | | |

| Net income including non-controlling interest | | | 2,181 | | | | | | 1,435 | | | | | | 746 | | | | | | 52.0 | | |

| Less: Net loss attributable to non-controlling interest | | | — | | | | | | (1) | | | | | | 1 | | | | | | NM | | |

| Earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 1.56 | | | | | $ | 1.01 | | | | | $ | 0.55 | | | | | 54.5 | | % |

| Diluted | | | 1.55 | | | | | | 1.01 | | | | | | 0.54 | | | | | | 53.5 | | % |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| LRB | | | | | | (0.1) | | % |

| Appliances | | | | | | (9.4) | | % |

Gross margin increased 240 bps versus the prior year to 54.5%.

Selling, General and Administrative Expenses. SG&A expenses increased $267 million, or 5.7%, to $4,912 million for the year ended December 31, 2023 compared to $4,645 million in the prior year.

The increase reflected the impact of increased marketing investments (2 percentage points) and higher other operating costs, partially offset by lower restructuring and integration costs compared to the prior year (3 percentage points).

Gain on litigation settlement.

Gain on litigation settlement reflects the portion of the settlement payment from BodyArmor which was allocated to the gain on the full settlement of the existing claims against BodyArmor in the prior year.

Other Operating Income, Net. Other operating income, net decreased $79 million for the year ended December 31, 2023 compared to the prior year, primarily driven by the unfavorable year-over-year comparison for non-operational activity, including asset sale-leasebacks and a business interruption recovery.

Income from Operations. Income from operations increased $587 million, or 22.5%, to $3,192 million for the year ended December 31, 2023 compared to $2,605 million in the prior year, primarily driven by increased gross profit, which was partially offset by higher SG&A expenses.

Operating margin increased 300 bps versus the year ago period to 21.5%.

This change was primarily driven by the favorable comparison of activity associated with interest rate contracts (37 percentage points), which was partially offset by increased use of debt in the current year (9 percentage points).

Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt reflected the favorable comparison to losses in the prior year related to our 2022 Strategic Refinancing and our early retirement of our 2038 Notes, the 2021 364-Day Credit Agreement and the KDP Revolver.

Refer to Note [removed: 5] [added: 6] of the Notes to our Consolidated Financial Statements for further information about our derivative instruments.

As of December 31, [removed: 2023,] [added: 2024,] we had derivative contracts outstanding with notional values of [removed: $1,135] [added: $976] million maturing at various dates through [removed: December 2024.][added: September 2026.]

The fair value of foreign currency derivatives that qualify for hedge accounting resulted in a net unrealized [removed: loss] [added: gain] of [removed: $13] [added: $41] million as of December 31, [removed: 2023,] [added: 2024,] and the impact of a 10% weakening in the U.S. dollar is estimated to decrease the fair value by approximately [removed: $49] [added: $50] million.

The fair value of foreign currency derivatives that do not qualify for hedge accounting resulted in a net unrealized [removed: loss] [added: gain] of [removed: $3] [added: $10] million as of December 31, [removed: 2023,] [added: 2024,] and the impact of a 10% weakening in the U.S. dollar is estimated to decrease the fair value by approximately [removed: $40] [added: $38] million.

As of December 31, [removed: 2023,] [added: 2024,] the [removed: carrying] [added: face] value of our fixed-rate debt, excluding lease obligations, was [removed: $11,095] [added: $12,743] million, and our variable-rate debt was [removed: $2,096] [added: $2,956] million, [removed: comprised entirely] [added: inclusive] of commercial paper.

As of December 31, [removed: 2023, certain] [added: 2024, all] of our outstanding forward starting swaps, with a total notional value of [removed: $1,200] [added: $1,700] million, are expected to begin such payments or receipts in [removed: the first quarter of 2024.][added: 2025.]

We estimate that the potential impact to our interest rate expense associated with variable rate interest payments resulting from a hypothetical interest rate change of 1%, based on amounts outstanding as of December 31, [removed: 2023,] [added: 2024,] would be an increase or decrease of approximately [removed: $33] [added: $47] million.

As of December 31, [removed: 2023,] [added: 2024,] we had derivative contracts outstanding with a notional value of [removed: $500] [added: $515] million maturing at various dates through [removed: December 2025.][added: July 2026.]

The fair market value of these contracts as of December 31, [removed: 2023] [added: 2024] was a net liability of [removed: $52] [added: $51] million.

As of December 31, [removed: 2023,] [added: 2024,] a 10% change (up or down) in commodity prices is estimated to increase or decrease the fair value of these derivative instruments by approximately [removed: $45] [added: $51] million.

Keurig Dr Pepper Inc. is a leading beverage company in North America that manufactures, markets, [removed: distributes] [added: distributes,] and sells hot and cold beverages and single serve brewing systems.

KDP has a broad portfolio of iconic beverage brands, including Dr Pepper, Canada Dry, [added: Mott's, A&W, Peñafiel, Snapple, 7UP,] Green Mountain Coffee Roasters, [removed: Snapple, Mott's,] [added: GHOST, Clamato, Core Hydration, and] The Original Donut Shop, [removed: Clamato, and Core Hydration,] as well as the Keurig brewing system.

Today, we trade on Nasdaq under the symbol [removed: KDP, and we are a member of the Nasdaq 100 Index.][added: KDP.]

[added: *Shape our now and next beverage portfolio.*] We have cultivated relationships with leading beverage brands to create long-term partnerships that enable us and our partners to benefit equitably in future value creation, and where appropriate, we bring these partner brands into our owned portfolio through acquisitions.

[removed: *Flexible and scalable] [added: *Amplify our] route-to-market [removed: network, with unique e-commerce expertise.*] [added: advantage.*] We have strategically-located distribution capabilities, which enable us to better align our operations with our customers and our sales channels, to ensure our products are available to meet consumer demand, to reduce transportation costs, and to have greater control over the timing and coordination of new product launches.

We actively manage transportation of our products using our fleet (owned and leased) of approximately [removed: 6,900] [added: 7,100] vehicles in the U.S. and [removed: 2,000] [added: 2,200] in Mexico, as well as third party logistics providers.

We have been able to translate those insights and experiences to our [removed: cold] [added: LRB] business as the number of fulfillment options that are better suited economically for beverages has evolved, leading to growth in the e-commerce channel.

[removed: *Highly efficient business model, driving significant cash flow and investments.*] [added: *Dynamically allocate capital.*] Our highly efficient business model, [removed: both from a cost and a cash perspective,] [added: focused on an optimized capital structure,] gives us optionality to invest internally and pursue investments, partnerships, acquisitions, or other opportunities to continue to drive growth and create value.

We are a leading integrated brand owner, manufacturer, and distributor of beverages in the U.S., Canada, [removed: Mexico] [added: Mexico,] and the Caribbean.

As of December 31, [removed: 2023,] [added: 2024,] our operating structure consists of three operating and reportable segments: U.S. Refreshment Beverages, U.S. Coffee, and International.

Segment financial data, including financial information about foreign and domestic operations, is included in Note [removed: 7] [added: 8] of the Notes to our Consolidated Financial Statements.

Our U.S. Refreshment Beverages segment is a brand owner, manufacturer, and distributor of [removed: liquid refreshment beverages, or LRBs,] [added: LRBs] in the U.S. In this segment, we manufacture and distribute beverage concentrates, syrups, and finished beverages of our brands to third-party bottlers, distributors, retailers, and, ultimately, the end consumer.

Beverage concentrates, which are highly concentrated proprietary flavors, are combined with carbonation, water, sweeteners, and other ingredients, packaged in [removed: aluminum] cans, [removed: PET] bottles, [removed: and glass bottles,] [added: or other packaging,] and sold as a packaged beverage to retailers and, ultimately, the end consumer.

Key brands in this segment include Dr Pepper, Canada Dry, Mott’s, [removed: Snapple,] A&W, 7UP, [added: Snapple,] Sunkist soda, Squirt, [added: C4 Energy,] Hawaiian Punch, [added: Electrolit,] Core Hydration, Bai, [removed: C4 Energy, Clamato,] Evian, [added: Clamato,] Yoo-Hoo, [removed: Big Red, and] Vita [removed: Coco.][added: Coco, and Big Red.]

We manufacture and sell 100% of the K-Cup pods of [removed: certain] [added: our owned and licensed] brands, including Green Mountain Coffee Roasters, The Original Donut Shop, and McCafé, to retailers, away from home channel participants, and end-use consumers.

We [removed: also] manufacture K-Cup pods for our partner brands, who in turn sell them to retailers and consumers.

Our partner brands include Starbucks, Dunkin', Folgers, [removed: Peet's, Newman’s Own Organics, Caribou Coffee,] and [removed: Community Coffee,] [added: Peet's,] among others.

Generally, we are able to sell these [added: partner] brands to our away from home channel participants and directly to consumers through our website at www.keurig.com.

We [removed: also] have agreements for manufacturing, distributing, and selling K-Cup pods for tea under brands such as Celestial Seasonings and Bigelow.

We [removed: also] produce and sell K-Cup pods for cocoa, including through a licensing agreement for the Swiss Miss brand, and hot apple cider, including under our own brand, Mott's.

- Sales in Canada, Mexico, and other international markets from the manufacture and distribution of branded concentrates, syrup, and finished beverages, including sales of [removed: the Company's] [added: our] own brands and third-party brands, to third-party bottlers, distributors, and retailers.

- Sales in Canada from the manufacture and distribution of finished goods relating to [removed: the Company's] [added: our] single serve brewers, K-Cup pods, and other coffee products to partners and [removed: retailers.][added: retailers, as well as directly to consumer through our website at www.keurig.ca.]

Key K-Cup pod brands include [removed: Van Houtte,] [added: McCafé,] Tim Hortons, and [removed: McCafé,] [added: Van Houtte,] as well as other partner and private label brands.

Our largest retailer, Walmart, represented approximately [removed: 17%] [added: 16%] of our consolidated net sales in [removed: 2023.][added: 2024.]

In the U.S. and Canada, we generally grant manufacturing and distribution licenses for our carbonated soft drinks to bottlers for specific geographic areas that are [added: typically] exclusive and [removed: long-term, and they have historically been perpetual in many cases.][added: long-term.]

Generally, we may terminate bottling and distribution agreements only for [removed: cause,] [added: cause or] change in control, [removed: or breach of agreements,] and the bottler or distributor may terminate without cause upon giving certain specified notice and complying with other applicable conditions.

We have [removed: a] robust e-commerce [removed: platform] [added: platforms] at www.keurig.com [added: and www.keurig.ca] where end-use consumers can purchase brewers, accessories, K-Cup pods, and other coffee products, such as bagged traditional coffee and cold brew.

Competition is generally based on brand recognition, taste, quality, price, availability, [removed: selection] [added: selection,] and convenience, [removed: as well as factors related to corporate responsibility and sustainability.][added: among other factors.]

In many countries outside the U.S., [removed: Canada] [added: Canada,] and Mexico, the manufacturing and distribution rights to many of our CSD brands, including our Dr Pepper trademark and formula, are owned by third parties, including, in certain cases, competitors such as Coca-Cola.

We hold U.S. and international patents related to Keurig brewers and [removed: K-Cup] [added: coffee] pod technology.

We also have pending patent applications associated with [removed: Keurig] [added: our] brewers and [removed: K-Cup] [added: with coffee] pod technology.

We license various trade names from our partners in order to manufacture [added: and distribute] K-Cup pods.

For example, we license trademarks for Sunkist [removed: soda, Rose's,] [added: soda] and [removed: Margaritaville] [added: Rose's] from third parties.

As of December 31, [removed: 2023,] [added: 2024,] our portfolio of partner brands included, but was not limited to, C4 energy drinks, [added: Electrolit instant hydration beverages,] evian water, Vita Coco coconut water, Polar Beverages seltzer water, [removed: Accelerator energy drinks,] La Colombe shelf-stable RTD coffee, [added: Black Rifle Coffee Company energy drinks,] and Peet's RTD coffee.

We have approximately [removed: 28,100] [added: 29,400] employees, primarily located in North America.

In the U.S., we have approximately [removed: 21,700] [added: 22,400] employees, of which approximately [removed: 5,000] [added: 5,100] employees are covered by union collective bargaining agreements.

In Mexico, we have approximately [removed: 4,800] [added: 5,300] employees, of which approximately [removed: 3,600] [added: 4,000] are covered by union collective bargaining agreements.

In Canada, we have approximately 1,400 employees, with approximately [removed: 500] [added: 400] covered by union collective bargaining agreements.

We also have approximately [removed: 200] [added: 300] employees in Europe and Asia.

Our employee benefits programs strive to deliver competitive benefits that are effective in attracting and retaining talent, [added: and] that create a culture of well-being and inclusiveness, [removed: and that meet the diverse needs of our employees.][added: designed to support each team member’s unique needs.]

We have a portfolio of more than 125 owned, licensed, and partner brands, as well as powerful distribution capabilities.

Our strategic framework starts with our purpose to *Drink Well.

Do Good.* We aim to enhance the experience of every beverage occasion and to make a positive impact for people, communities, and the planet.

Our vision is to be a total beverage leader, offering a beverage for every need, anytime, anywhere.

We support our purpose and vision with five key strategies:

*Champion consumer-obsessed brand building.* We own a diverse portfolio of well-known beverage brands.

We lead with deep consumer insights that inform our brand positioning and surface opportunities to address unmet needs.

We continually invest in digital tools and capabilities as part of our route-to-market strategy, and as one element of a holistic digital transformation across KDP.

*Generate fuel for growth.* We focus on critical transformational investments that drive continuous productivity and network optimization.

We also maintain an emphasis on lean overheads in order to drive increasing operating leverage and fund our investments in our growth opportunities.

Effective December 31, 2024, we acquired a controlling interest in GHOST.

Founded in 2016, GHOST is a lifestyle sports nutrition business with a portfolio anchored by GHOST Energy, a leading ready-to-drink energy brand.

We initially purchased a 60% stake in GHOST, and we also entered into an agreement which requires us to buy the remaining 40% of GHOST in 2028.

During 2024, we launched our Keurig K-Brew+Chill brewer that features Quick Chill Technology which delivers iced beverages at temperatures below 60 degrees straight from the brewer, as well as the ability to brew hot beverages.

In addition, we announced our multi-year innovation agenda with the Keurig Alta brewer and K-Rounds plastic- and aluminum-free pods.

We debuted Canada Dry Fruit Splash, which partners classic ginger ale with cherry flavors and a splash of real fruit juice, as well as a limited edition offering of Dr Pepper Creamy Coconut.

We launched Mott’s Active, a hydrating juice beverage for kids with naturally sourced electrolytes, no added sugar, and no artificial flavors, in Blastin’ Berry and Watermelon Burst.

We entered into new partnerships with The Brooklyn Roasting Company, Kahawa 1893, Killah Coffee, and Punk Bunny Coffee, among others, to provide their signature coffee blends in K-Cup pod format.

We expanded our partnership with Black Rifle Coffee Company to include a sales and distribution agreement for Black Rifle Energy.

We also entered into an agreement with Nutrabolt to distribute Bloom RTD energy beverages.

We began distributing under both of these agreements during the fourth quarter of 2024.

We embrace a challenger mindset, which, together with our strategy and core values, are the unifying force for our team and guide our actions, each and every day.

We believe that to best innovate and deliver for our consumers and customers, our workforce should represent them.

OUR IMPACT

As a leading beverage company, we have the opportunity and responsibility to make a positive impact for people, communities, and planet.

*KDP Impact* is our multi-year environmental, social, and governance agenda comprised of strategic initiatives that aim to make a positive impact with every drink.

Rooted in action, realized through partnerships, and measured in results, we focus our commitments in the seven key impact areas where we can create meaningful change.

These seven key impact areas are as follows:

- Climate and nature action

- Human rights, responsible sourcing, and supply chain livelihoods

- Employee health, safety, and well-being; and

- Corporate governance and ethics.

Regulators have also expressed concerns about the processing and use of particular ingredients or additives in beverage products.

Various jurisdictions have adopted, and others may seek to adopt, bans or restrictions on the use of certain ingredients or substances in products or packaging, as well as significant additional product labeling or warning requirements or limitations on the marketing or sale of our products because of what they contain or allegations that they cause adverse health effects.

We are required to file annual, quarterly, and current reports, proxy statements and other information with the SEC.

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Information on any of our websites is not incorporated by reference in this document or any of our other filings with the SEC.

We offer more than 125 owned, licensed, and partner brands, available nearly everywhere people shop and consume beverages through our sales and distribution network.

Our scalable business model provides a platform for future growth, focused on:

*Strong, balanced portfolio of leading, consumer-preferred brands with proven ability to expand via innovation, renovation and partnerships.* We own a diverse portfolio of well-known beverage brands.

*High-performing team driving better, faster decisions, enabled by technology.* We believe that our team and the culture we have created are a competitive advantage.

When we approach our customers, we do so as a modern beverage company, strengthened through our use of data and technology.

*Bold ESG commitments and collaborations making positive impacts.* We have worked diligently to embed conscious and responsible business practices into the foundation of our company.

Our holistic ESG strategy is positioned to drive tangible and scalable solutions in service of doing more and better for our people, our environment and our communities.

[Table of](#ia0f33831c52344488846e28e940f75af_7) [Contents](#ia0f33831c52344488846e28e940f75af_7)

We have a portfolio of brands with the ability to satisfy every consumer need, anytime and anywhere – hot or cold, at home or on-the-go, at work, or at play.

We manufacture approximately 80% of the pods in the single serve format in the U.S. on a dollar share basis.

During 2023, we launched our Keurig K-Iced family of brewers, featuring an innovative brew over ice process that allows consumers to brew both hot and iced beverages with a single coffeemaker.

In addition, we expanded our ICED K-Cup pod offerings to include a variety of options that can be brewed over ice and are compatible with all Keurig models.

We launched a limited edition “Start Me Up” iced coffee kit in collaboration with The Rolling Stones, which featured a custom-designed K-Iced brewer and a customized coffee blend.

We launched Dr Pepper Strawberries & Cream and Dr Pepper Strawberries & Cream Zero Sugar.

We also expanded our Core Hydration enhanced water portfolio with Core Hydration+, a nutrient enhanced water with real fruit extracts and essences, in Vibrance (grapefruit), Immunity (lemon), and Calm (cucumber).

In Mexico, we elevated our mineral water portfolio with Peñafiel Soft, which has no calories or sugar.

Finally, we joined forces with Blue Bell Creameries to create Dr Pepper Float ice cream, which provides us a royalty from these sales.

We entered into a new partnership with Philz Coffee to provide two unique coffee blends in K-Cup pod format.

We invested in, and simultaneously entered into a long-term strategic partnership with, La Colombe, which enables us to sell and distribute La Colombe shelf-stable varieties of RTD coffee and to license, manufacture, and distribute La Colombe branded K-Cup pods, both of which began in the fourth quarter of 2023.

We also entered into a long-term agreement with Grupo PiSA to sell, distribute and merchandise Electrolit, a premium hydration beverage, across the U.S, beginning in early 2024.

Diversity and Inclusion

Innovative ideas come from a diverse workforce, and KDP is committed to both.

KDP is embracing those differences to drive rapid change, inspire innovation, and better connect with our customers and consumers.

To focus our efforts on diversity and inclusion at KDP, we have established executive-level governance, including participation by our CEO, as well as a Diversity and Inclusion leadership team, comprised of committed leaders from across KDP to help set priorities and lead two-way dialogue throughout the organization, including in our Employee Resource Groups.

In 2020, we set representation goals for management at or above the Director level, known as Director+.

As of December 31, 2023, our global workforce was approximately 21% female, while our global Director+ workforce was approximately 32%, as compared to our baseline of 26% in 2020.

Approximately 48% of our U.S. workforce was comprised of people of color, with our U.S. Director+ workforce comprised of approximately 19% of people of color, as compared to our baseline of 17% in 2020.

CORPORATE RESPONSIBILITY

We are committed to acting responsibly, and our ambition is to ensure our beverages make a positive impact with every drink.

*Drink Well.

Do Good.* is our corporate responsibility platform.

Under this platform, we focus on our greatest opportunities for impact in our supply chain, the environment, our people and communities, and on the health and well-being of our consumers.

Environment

Sustainable packaging is a top priority for us, and we continue to innovate for circular solutions across our portfolio.

We aim to reduce the use of unnecessary materials and offer packaging that is compatible with recycling, reuse, and composting systems.

We also aim to use more post-consumer recycled content across our packaging portfolio.

Improving packaging solutions for product quality, consumer use, recoverability, and reuse requires collaboration of all parties along the value chain.

Using our strength in forming partnerships, we collaborate closely with a number of stakeholders, including industry groups, non-governmental organizations, and coalitions, to move our commitments beyond independent ambitions to collective action.

Climate Change

KDP is working to address climate change and build the resilience of our business and supply chain.

Refer to Note [removed: 17] [added: 18] of the Notes to our Consolidated Financial Statements related to commitments and contingencies, which is incorporated herein by reference.

The Staff of the SEC (the “Staff”) is investigating certain statements by the Company regarding the recyclability of our K-Cup pods, including statements in prior Exchange Act reports.

We have been cooperating with this investigation and responding to the Staff’s various requests for information.

In the course of cooperating with this investigation, we have reviewed our prior statements about the recyclability of K-Cup pods, and we continue to believe they were appropriate, accurate and in compliance with the securities laws.

We cannot predict the timing or eventual outcome of this investigation, but do not expect it to have a material impact on the Company.

FOR THE FISCAL YEAR ENDED [removed: December] [added: DECEMBER] 31, [removed: 2023][added: 2024]

[removed: ][added: ]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant's common equity held by non-affiliates of the registrant was approximately [removed: $31.3] [added: $35.5] billion (based on the closing sales price of the registrant's common stock on that date).

As of February [removed: 20, 2024,] [added: 21, 2025,] there were [removed: 1,387,591,010] [added: 1,356,750,877] shares of the registrant's common stock, par value $0.01 per share, outstanding.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

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| [Item [removed: 9C](#ia0f33831c52344488846e28e940f75af_247)] [added: 9C](#ie93c87947e5646909cc7c1a565167c08_289)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia0f33831c52344488846e28e940f75af_247)] [added: Inspections](#ie93c87947e5646909cc7c1a565167c08_289)] | | | [removed: [108](#ia0f33831c52344488846e28e940f75af_247)] [added: [108](#ie93c87947e5646909cc7c1a565167c08_289)] | | |

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| [Item [removed: 11](#ia0f33831c52344488846e28e940f75af_250)] [added: 11](#ie93c87947e5646909cc7c1a565167c08_292)] | | | [Executive [removed: Compensation](#ia0f33831c52344488846e28e940f75af_250)] [added: Compensation](#ie93c87947e5646909cc7c1a565167c08_292)] | | | [removed: [109](#ia0f33831c52344488846e28e940f75af_250)] [added: [109](#ie93c87947e5646909cc7c1a565167c08_292)] | | |

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| [Item [removed: 13](#ia0f33831c52344488846e28e940f75af_250)] [added: 13](#ie93c87947e5646909cc7c1a565167c08_292)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ia0f33831c52344488846e28e940f75af_250)] [added: Independence](#ie93c87947e5646909cc7c1a565167c08_292)] | | | [removed: [109](#ia0f33831c52344488846e28e940f75af_250)] [added: [109](#ie93c87947e5646909cc7c1a565167c08_292)] | | |

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| [Item [removed: 15](#ia0f33831c52344488846e28e940f75af_256)] [added: 15](#ie93c87947e5646909cc7c1a565167c08_298)] | | | [Exhibits and Financial Statement [removed: Schedules](#ia0f33831c52344488846e28e940f75af_256)] [added: Schedules](#ie93c87947e5646909cc7c1a565167c08_298)] | | | [removed: [110](#ia0f33831c52344488846e28e940f75af_256)] [added: [110](#ie93c87947e5646909cc7c1a565167c08_298)] | | |

| [Item [removed: 16](#ia0f33831c52344488846e28e940f75af_259)] [added: 16](#ie93c87947e5646909cc7c1a565167c08_301)] | | | [Form 10-K [removed: Summary](#ia0f33831c52344488846e28e940f75af_259)] [added: Summary](#ie93c87947e5646909cc7c1a565167c08_301)] | | | [removed: [113](#ia0f33831c52344488846e28e940f75af_259)] [added: [113](#ie93c87947e5646909cc7c1a565167c08_301)] | | |

| [removed: 2022] Revolving Credit Agreement | | | | | | KDP’s $4 billion revolving credit agreement, which was executed in February 2022 [removed: and replaced the 2021 364-Day Credit Agreement and the KDP Revolver] | | |

| ABI | | | | | | Anheuser-Busch InBev [removed: SA/NV] [added: SA/NV, a related party of KDP as of December 31, 2024] | | |

| Notes | | | | | | Collectively, [removed: the Company's] [added: KDP's] senior unsecured notes | | |

| PET | | | | | | Polyethylene terephthalate, which is used to make [removed: the Company's] [added: KDP's] plastic bottles | | |

| Proxy Statement | | | | | | The definitive proxy statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2023,] [added: 2024,] pursuant to Regulation 14A under the Exchange Act | | |

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

| | | | [PART I](#ie93c87947e5646909cc7c1a565167c08_13) | | | | | |

| | | | [PART II](#ie93c87947e5646909cc7c1a565167c08_85) | | | | | |

| [Item 9B](#ie93c87947e5646909cc7c1a565167c08_286) | | | [Other Information](#ie93c87947e5646909cc7c1a565167c08_286) | | | [107](#ie93c87947e5646909cc7c1a565167c08_286) | | |

| | | | [PART III](#ie93c87947e5646909cc7c1a565167c08_292) | | | | | |

| | | | [PART IV](#ie93c87947e5646909cc7c1a565167c08_295) | | | | | |

| | | | [Signatures](#ie93c87947e5646909cc7c1a565167c08_304) | | | [114](#ie93c87947e5646909cc7c1a565167c08_304) | | |

FOR THE YEAR ENDED DECEMBER 31, 2024

| CFO | | | | | | Chief Financial Officer | | |

| GHOST | | | | | | GHOST Lifestyle LLC, a Delaware limited liability company | | |

| GHOST Transactions | | | | | | The 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 | | |

| Kalil | | | | | | Kalil Bottling Company | | |

| Kalil Acquisition | | | | | | The acquisition of all production, sales, and distribution assets of Kalil by KDP on August 9, 2024 | | |

FOR THE YEAR ENDED DECEMBER 31, 2024

| | | | | | | | | |

| | | | | | | | | |

| Term Loan Agreement | | | | | | Term loan agreement entered into on October 25, 2024, among KDP, the lenders party thereto and Bank of America, N.A., as administrative agent. | | |

| | | | | | | Page | | |

| | | | [PART I](#ia0f33831c52344488846e28e940f75af_13) | | | | | |

| | | | [PART II](#ia0f33831c52344488846e28e940f75af_37) | | | | | |

| [Item 9B](#ia0f33831c52344488846e28e940f75af_244) | | | [Other Information](#ia0f33831c52344488846e28e940f75af_244) | | | [108](#ia0f33831c52344488846e28e940f75af_244) | | |

| | | | [PART III](#ia0f33831c52344488846e28e940f75af_250) | | | | | |

| | | | [PART IV](#ia0f33831c52344488846e28e940f75af_253) | | | | | |

| | | | [Signatures](#ia0f33831c52344488846e28e940f75af_262) | | | [114](#ia0f33831c52344488846e28e940f75af_262) | | |

| 2021 364-Day Credit Agreement | | | | | | The Company's $1,500 million credit agreement, which was entered into on March 26, 2021 and contains a term-out option | | |

| 2022 Strategic Refinancing | | | | | | A series of transactions in April 2022, whereby KDP issued the 2029 Notes, the 2032 Notes, and the 2052 Notes, and voluntarily prepaid and retired the remaining 2023 Merger Notes and tendered portions of the 2025 Merger Notes, the 2028 Merger Notes, the 2038 Merger Notes, and the 2048 Merger Notes | | |

| Accelerator | | | | | | Accelerator Active Energy LLC, an equity method investment of KDP and a brand of energy drinks (formerly known as A Shoc) | | |

| Bedford | | | | | | Bedford Systems, LLC, an equity method investment of KDP and the maker of Drinkworks | | |

| BodyArmor | | | | | | BA Sports Nutrition, LLC | | |

| ESG | | | | | | Environmental, social, and governance | | |

| KDP Revolver | | | | | | The Company's $2,400 million revolving credit facility, which was entered into on February 28, 2018 | | |

| PCI Standard | | | | | | Payment Card Industry Data Security Standard | | |

[Table of](#ia0f33831c52344488846e28e940f75af_7) [Contents](#ia0f33831c52344488846e28e940f75af_7)

[removed: We use information technology] [added: We,] and [added: our] third-party service [removed: providers] [added: providers, use information technology] to support our global business processes and activities, which exposes us to cybersecurity risks.

KDP’s [added: overall] risk management [removed: strategy] [added: system] includes ongoing cybersecurity risk assessment and reporting, incident management, and a diligence and risk management process for third-party service providers.

We have an overall incident management plan, which is intended to provide guidance and protocols to facilitate timely notification and communication to key internal and external [removed: stakeholders] [added: stakeholders, as appropriate,] during an incident.

Our CISO has more than [removed: 25] [added: 26] years of experience in cybersecurity and information technology, including, prior to joining KDP in 2019, more than 11 years as a principal in Ernst & Young’s cybersecurity practice.

Our CISO reports directly to our Chief Information Officer, who also has over [removed: 36] [added: 37] years of experience in information technology and cybersecurity.

[Table of](#ia0f33831c52344488846e28e940f75af_7) [Contents](#ia0f33831c52344488846e28e940f75af_7)

The following table summarizes our principal manufacturing plants and principal warehouse and distribution facilities by geography and reportable segment as of December 31, [removed: 2023:][added: 2024:]

| Production facilities | | | [removed: 6] [added: 7] | | | | | | [removed: 12] [added: 12] | | | | | | [removed: 1] [added: 1] | | | | | | [removed: 5] [added: 4] | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 17] [added: 16] | | |

| Warehouse and distribution facilities | | | [removed: 27] [added: 27] | | | | | | [removed: 61] [added: 64] | | | | | | [removed: —] [added: —] | | | | | | [removed: 8] [added: 8] | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: 27] [added: 27] | | | | | | [removed: 69] [added: 72] | | |

| Production facilities | | | [removed: 1] [added: 1] | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: 3] [added: 3] | | | | | | [removed: 2] [added: 2] | | | | | | [removed: 4] [added: 4] | | | | | | [removed: 2] [added: 2] | | |

| Warehouse and distribution facilities | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: 5] [added: 5] | | | | | | [removed: 63] [added: 65] | | | | | | [removed: 5] [added: 5] | | | | | | [removed: 63] [added: 65] | | |

We believe our facilities are well-maintained and adequate, that they are being appropriately utilized, [removed: except for our next-generation coffee production facility in Spartanburg, South Carolina,] and that they have sufficient [removed: production] capacity for their present intended purposes.

| Foreign | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 35 | | | | | | 76 | | | | | | 1 | | | | | | 12 | | | | | | 8 | | | | | | 67 | | | | | | 44 | | | | | | 155 | | |

During the year ended December 31, 2024, we announced the planned closure of our Windsor, Virginia manufacturing facility, which is expected to take place in 2025.

| International | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 34 | | | | | | 73 | | | | | | 1 | | | | | | 13 | | | | | | 8 | | | | | | 65 | | | | | | 43 | | | | | | 151 | | |

As of December 31, 2023, the facility that we are establishing in Spartanburg, South Carolina was significantly underutilized due to delays in the manufacture and installation of certain manufacturing lines, as well as delays exacerbated by the COVID-19 pandemic.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 8,315] [added: 7,692] stockholders of record of our common stock.

The graph assumes that $100 was invested on December 31, [removed: 2018,] [added: 2019,] with dividends reinvested quarterly.

[removed: ][added: ]

Performance shown in the graph is not necessarily indicative of future performance.

As of December 31, 2024, $1,810 million remained available for repurchase under the authorized share repurchase program.

We did not repurchase any shares during the fourth quarter of 2024.

Information on securities authorized for issuance under our equity compensation plans has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.

We believe that these indices convey an accurate assessment of our performance as compared to the industry.

The following table summarizes shares repurchased by us under this program during the fourth quarter of 2023:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | | | Maximum Amount of Dollars that May Yet be Used to Purchase Shares Under the Program | | |

| October 1 to October 31 | | | | | | 2,000,000 | | | | | | $ | 29.95 | | | | | 2,000,000 | | | | | | $ | 3,103,859,210 | |

| November 1 to November 30 | | | | | | 6,120,798 | | | | | | 30.77 | | | | | | 6,120,798 | | | | | | 2,915,505,309 | | |

| December 1 to December 31 | | | | | | 10,900 | | | | | | 31.22 | | | | | | 10,900 | | | | | | 2,915,165,022 | | |

| Total | | | | | | 8,131,698 | | | | | | $ | 30.57 | | | | | 8,131,698 | | | | | | $ | 2,915,165,022 | |

| [Reports of Independent Registered Accounting [removed: Firm](#ia0f33831c52344488846e28e940f75af_148)] [added: Firm](#ie93c87947e5646909cc7c1a565167c08_190)] (PCAOB ID No. 34) | | | | | | [removed: [52](#ia0f33831c52344488846e28e940f75af_148)] [added: [102](#ie93c87947e5646909cc7c1a565167c08_190)] | | |

| [Consolidated Statements of [removed: Income](#ia0f33831c52344488846e28e940f75af_151)] [added: Income](#ie93c87947e5646909cc7c1a565167c08_193)] | | | | | | [removed: [55](#ia0f33831c52344488846e28e940f75af_151)] [added: [44](#ie93c87947e5646909cc7c1a565167c08_193)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ia0f33831c52344488846e28e940f75af_154)] [added: Income](#ie93c87947e5646909cc7c1a565167c08_196)] | | | | | | [removed: [56](#ia0f33831c52344488846e28e940f75af_154)] [added: [45](#ie93c87947e5646909cc7c1a565167c08_196)] | | |

| [Consolidated Balance [removed: Sheets](#ia0f33831c52344488846e28e940f75af_157)] [added: Sheets](#ie93c87947e5646909cc7c1a565167c08_199)] | | | | | | [removed: [57](#ia0f33831c52344488846e28e940f75af_157)] [added: [46](#ie93c87947e5646909cc7c1a565167c08_199)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ia0f33831c52344488846e28e940f75af_160)] [added: Flows](#ie93c87947e5646909cc7c1a565167c08_202)] | | | | | | [removed: [58](#ia0f33831c52344488846e28e940f75af_160)] [added: [47](#ie93c87947e5646909cc7c1a565167c08_202)] | | |

| [Consolidated Statements of Changes in Stockholders' [removed: Equity](#ia0f33831c52344488846e28e940f75af_163)] [added: Equity](#ie93c87947e5646909cc7c1a565167c08_205)] | | | | | | [removed: [60](#ia0f33831c52344488846e28e940f75af_163)] [added: [49](#ie93c87947e5646909cc7c1a565167c08_205)] | | |

[removed: | [Notes to Consolidated Financial Statements](#ia0f33831c52344488846e28e940f75af_166) | | | | | | [61](#ia0f33831c52344488846e28e940f75af_166) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [1. Business and Basis of [removed: Presentation](#ia0f33831c52344488846e28e940f75af_169)] [added: Presentation](#ie93c87947e5646909cc7c1a565167c08_211)] | | | | | | [removed: [61](#ia0f33831c52344488846e28e940f75af_169)] [added: [50](#ie93c87947e5646909cc7c1a565167c08_211)] | | |

| [2. Significant Accounting [removed: Policies](#ia0f33831c52344488846e28e940f75af_172)] [added: Policies](#ie93c87947e5646909cc7c1a565167c08_214)] | | | | | | [removed: [62](#ia0f33831c52344488846e28e940f75af_172)] [added: [51](#ie93c87947e5646909cc7c1a565167c08_214)] | | |

[removed: | [3. Goodwill and Other Intangible Assets](#ia0f33831c52344488846e28e940f75af_175) | | | | | | [73](#ia0f33831c52344488846e28e940f75af_175) | | |][added: GOODWILL AND OTHER INTANGIBLE ASSETS IMPAIRMENT]

| [removed: [4.] [added: [3.] Long-Term Obligations and Borrowing [removed: Arrangements](#ia0f33831c52344488846e28e940f75af_181)] [added: Arrangements](#ie93c87947e5646909cc7c1a565167c08_223)] | | | | | | [removed: [75](#ia0f33831c52344488846e28e940f75af_181)] [added: [63](#ie93c87947e5646909cc7c1a565167c08_223)] | | |

| [removed: [14.] [added: [1](#ie93c87947e5646909cc7c1a565167c08_253)[5](#ie93c87947e5646909cc7c1a565167c08_253)[.] Accumulated Other Comprehensive Income [removed: (Loss)](#ia0f33831c52344488846e28e940f75af_214)] [added: (Loss)](#ie93c87947e5646909cc7c1a565167c08_253)] | | | | | | [removed: [98](#ia0f33831c52344488846e28e940f75af_214)] [added: [91](#ie93c87947e5646909cc7c1a565167c08_253)] | | |

| [removed: [15. Property, Plant](#ia0f33831c52344488846e28e940f75af_217)[,](#ia0f33831c52344488846e28e940f75af_217) [and Equipment](#ia0f33831c52344488846e28e940f75af_217)] [added: Property, plant, and equipment, net] | | | | | | [removed: [99](#ia0f33831c52344488846e28e940f75af_217)] | | | [added: | | |]

| [removed: [18.] [added: [1](#ie93c87947e5646909cc7c1a565167c08_268)[9](#ie93c87947e5646909cc7c1a565167c08_268)[.] Transactions with Variable Interest [removed: Entities](#ia0f33831c52344488846e28e940f75af_229)] [added: Entities](#ie93c87947e5646909cc7c1a565167c08_268)] | | | | | | [removed: [104](#ia0f33831c52344488846e28e940f75af_229)] [added: [97](#ie93c87947e5646909cc7c1a565167c08_268)] | | |

| [removed: [19.] [added: [20](#ie93c87947e5646909cc7c1a565167c08_271)[.] Restructuring and Integration [removed: Costs](#ia0f33831c52344488846e28e940f75af_211)] [added: Costs](#ie93c87947e5646909cc7c1a565167c08_271)] | | | | | | [removed: [106](#ia0f33831c52344488846e28e940f75af_211)] [added: [99](#ie93c87947e5646909cc7c1a565167c08_271)] | | |

We have audited the accompanying consolidated balance sheets of Keurig Dr Pepper Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2024,] [added: 25, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Indefinite-Lived Intangible Assets [added: and Goodwill] Valuation - Certain [added: of the] Brand Assets [added: and Reporting Units] - Refer to Notes 2 and [removed: 3] [added: 5] to the financial statements

As discussed in Notes 2 and [removed: 3,] [added: 5,] the Company has indefinite-lived brand intangible assets (“brand [removed: assets”).][added: assets”) and goodwill.]

The Company’s evaluation of [removed: the] brand assets [added: and goodwill] for impairment is performed annually as of October 1, or more frequently if events or circumstances indicate the carrying amount may not be recoverable and involves the comparison of the fair value of each brand asset [added: or reporting unit] to its carrying value.

[removed: Each of these assumptions] [added: Assumptions] may be sensitive to future market or industry conditions, as well as company-specific [removed: conditions.][added: conditions, and changes in these assumptions could have a significant impact on the calculation of fair value.]

Given the significant judgments made by management to estimate [added: certain of] the fair [removed: value of certain brand assets,] [added: values,] a high degree of auditor judgment and an increased extent of effort were required to perform audit procedures that evaluated the reasonableness of management’s estimates and assumptions.

Our audit procedures consisted of risk assessment and testing management’s impairment analyses including the underlying business and valuation assumptions for certain [removed: brand assets.][added: of the fair values.]

[removed: –Forecasted information] [added: –Information] in industry reports.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation [removed: methodology] [added: methodologies] and [added: assumptions, including] discount rates.

We have audited the internal control over financial reporting of Keurig Dr Pepper Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 22, 2024,] [added: 25, 2025,] expressed an unqualified opinion on those financial statements.

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [added: Management’s] Report on Internal Control over Financial Reporting, appearing under Item 9A.

| | | | [removed: Year Ended December 31,] | | | | | | | | | [added: Year Ended December 31,] | | | | | | [added: | | |]

| (in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 14,814] [added: 15,351] | | | | | $ | [removed: 14,057] [added: 14,814] | | | | | $ | [removed: 12,683] [added: 14,057] | |

| Cost of sales | | | [removed: 6,734] [added: 6,822] | | | | | | 6,734 | | | | | | [removed: 5,706] [added: 6,734] | | |

| Gross profit | | | [removed: 8,080] [added: 8,529] | | | | | | [removed: 7,323] [added: 8,080] | | | | | | [removed: 6,977] [added: 7,323] | | |

| Selling, general, and administrative expenses | | | [removed: 4,912] [added: 5,013] | | | | | | [removed: 4,645] [added: 4,912] | | | | | | [removed: 4,153] [added: 4,645] | | |

| Impairment of intangible assets | | | [removed: 2] [added: 412] | | | | | | [removed: 477] [added: 2] | | | | | | [removed: —] [added: 477] | | |

| Gain on litigation settlement | | | — | | | | | | [removed: (299)] [added: —] | | | | | | [removed: —] [added: (299)] | | |

| Other operating [removed: income,] [added: expense (income),] net | | | [removed: (26)] [added: 207] | | | | | | [removed: (105)] [added: (26)] | | | | | | [removed: (70)] [added: (105)] | | |

| Income from operations | | | [removed: 3,192] [added: 2,591] | | | | | | [removed: 2,605] [added: 3,192] | | | | | | [removed: 2,894] [added: 2,605] | | |

| [Notes to Consolidated Financial Statements](#ie93c87947e5646909cc7c1a565167c08_208) | | | | | | [50](#ie93c87947e5646909cc7c1a565167c08_208) | | |

| [4. Acquisitions](#ie93c87947e5646909cc7c1a565167c08_2314) | | | | | | [66](#ie93c87947e5646909cc7c1a565167c08_2314) | | |

| [5. Goodwill and Other Intangible Assets](#ie93c87947e5646909cc7c1a565167c08_217) | | | | | | [68](#ie93c87947e5646909cc7c1a565167c08_217) | | |

| [6. Derivatives](#ie93c87947e5646909cc7c1a565167c08_226) | | | | | | [71](#ie93c87947e5646909cc7c1a565167c08_226) | | |

| [7.](#ie93c87947e5646909cc7c1a565167c08_229) [Leases](#ie93c87947e5646909cc7c1a565167c08_229) | | | | | | [74](#ie93c87947e5646909cc7c1a565167c08_229) | | |

| [8.](#ie93c87947e5646909cc7c1a565167c08_232) [Segments](#ie93c87947e5646909cc7c1a565167c08_232) | | | | | | [76](#ie93c87947e5646909cc7c1a565167c08_232) | | |

| [9.](#ie93c87947e5646909cc7c1a565167c08_235) [Revenue Recognition](#ie93c87947e5646909cc7c1a565167c08_235) | | | | | | [79](#ie93c87947e5646909cc7c1a565167c08_235) | | |

| [10.](#ie93c87947e5646909cc7c1a565167c08_238) [Earnings per Share](#ie93c87947e5646909cc7c1a565167c08_238) | | | | | | [80](#ie93c87947e5646909cc7c1a565167c08_238) | | |

| [1](#ie93c87947e5646909cc7c1a565167c08_241)[1.](#ie93c87947e5646909cc7c1a565167c08_241) [](#ie93c87947e5646909cc7c1a565167c08_241)[Employee Benefit Plans](#ie93c87947e5646909cc7c1a565167c08_241) | | | | | | [80](#ie93c87947e5646909cc7c1a565167c08_241) | | |

| [1](#ie93c87947e5646909cc7c1a565167c08_247)[3](#ie93c87947e5646909cc7c1a565167c08_247)[. Investments](#ie93c87947e5646909cc7c1a565167c08_247) | | | | | | [87](#ie93c87947e5646909cc7c1a565167c08_247) | | |

| [1](#ie93c87947e5646909cc7c1a565167c08_250)[4](#ie93c87947e5646909cc7c1a565167c08_250)[. Income Taxes](#ie93c87947e5646909cc7c1a565167c08_250) | | | | | | [88](#ie93c87947e5646909cc7c1a565167c08_250) | | |

| [1](#ie93c87947e5646909cc7c1a565167c08_259)[7](#ie93c87947e5646909cc7c1a565167c08_259)[. Other Financial Information](#ie93c87947e5646909cc7c1a565167c08_259) | | | | | | [93](#ie93c87947e5646909cc7c1a565167c08_259) | | |

| [18.](#ie93c87947e5646909cc7c1a565167c08_262) [Commitments and Contingencies](#ie93c87947e5646909cc7c1a565167c08_262) | | | | | | [96](#ie93c87947e5646909cc7c1a565167c08_262) | | |

| [2](#ie93c87947e5646909cc7c1a565167c08_274)[1](#ie93c87947e5646909cc7c1a565167c08_274)[. Related Parties](#ie93c87947e5646909cc7c1a565167c08_274) | | | | | | [100](#ie93c87947e5646909cc7c1a565167c08_274) | | |

| [22. Subsequent Events](#ie93c87947e5646909cc7c1a565167c08_277) | | | | | | [101](#ie93c87947e5646909cc7c1a565167c08_277) | | |

| Impairment of goodwill | | | 306 | | | | | | — | | | | | | — | | |

| Restricted cash and restricted cash equivalents | | | 80 | | | | | | — | | |

| Loss on early extinguishment of debt | | | — | | | | | | — | | | | | | 217 | | |

| Gain on sale of equity method investment | | | — | | | | | | — | | | | | | (50) | | |

| Impairment of goodwill | | | 306 | | | | | | — | | | | | | — | | |

| Acquisitions of businesses, net of cash acquired | | | (1,000) | | | | | | — | | | | | | — | | |

| Net (repayment) issuance of commercial paper | | | (480) | | | | | | 1,697 | | | | | | 250 | | |

| Proceeds from term loan | | | 990 | | | | | | — | | | | | | — | | |

| Cash, cash equivalents, restricted cash, and restricted cash equivalents: | | | | | | | | | | | | | | | | | |

| Ending balance | | | $ | 608 | | | | | $ | 267 | | | | | $ | 535 | |

| Equity received in exchange for modification of related party contract | | | 19 | | | | | | — | | | | | | — | | |

| Acquisitions of businesses | | | 98 | | | | | | — | | | | | | — | | |

| Mandatory redemption liability | | | 689 | | | | | | — | | | | | | — | | |

| Accrued excise tax on net share repurchases | | | 9 | | | | | | 5 | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,441 | | | | | | — | | | | | | 1,441 | | | | | | — | | | | | | 1,441 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchases of common stock, inclusive of excise tax obligation | | | (38.0) | | | | | | — | | | | | | (1,114) | | | | | | — | | | | | | — | | | | | | (1,114) | | | | | | — | | | | | | (1,114) | | |

| Stock-based compensation and stock options exercised | | | — | | | | | | — | | | | | | 99 | | | | | | — | | | | | | — | | | | | | 99 | | | | | | — | | | | | | 99 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2024 | | | 1,356.7 | | | | | | $ | 14 | | | | | $ | 19,712 | | | | | $ | 4,793 | | | | | $ | (276) | | | | | $ | 24,243 | | | | | $ | — | | | | | $ | 24,243 | |

However, if the investment agreement contains a mandatorily redeemable financial instrument for the non-controlling interests, such mandatorily redeemable interests are recorded as a liability, rather than equity, in the Consolidated Balance Sheets, and no earnings are attributable to the non-controlling interests.

RECLASSIFICATIONS

We reclassified amounts in the Financing Activities section of the consolidated Statement of Cash Flows for the years ended December 31, 2023 and 2022 in order to conform to current year presentation, as maturities for our commercial paper program in both periods are 90 days or less.

| (in millions) | | | | | | Prior Presentation | | | | | | 2023 | | | | | | 2022 | | |

As of December 31, 2024, the mandatory redemption liability for GHOST is a liability measured on a recurring basis that is considered Level 3 within the fair value hierarchy.

| [5. Derivatives](#ia0f33831c52344488846e28e940f75af_184) | | | | | | [78](#ia0f33831c52344488846e28e940f75af_184) | | |

| [6. Leases](#ia0f33831c52344488846e28e940f75af_187) | | | | | | [82](#ia0f33831c52344488846e28e940f75af_187) | | |

| [7. Segments](#ia0f33831c52344488846e28e940f75af_190) | | | | | | [84](#ia0f33831c52344488846e28e940f75af_190) | | |

| [8. Revenue Recognition](#ia0f33831c52344488846e28e940f75af_193) | | | | | | [86](#ia0f33831c52344488846e28e940f75af_193) | | |

| [9. Earnings per Share](#ia0f33831c52344488846e28e940f75af_196) | | | | | | [86](#ia0f33831c52344488846e28e940f75af_196) | | |

| [10. Employee Benefit Plans](#ia0f33831c52344488846e28e940f75af_199) | | | | | | [87](#ia0f33831c52344488846e28e940f75af_199) | | |

| [11. Stock-Based Compensation](#ia0f33831c52344488846e28e940f75af_202) | | | | | | [92](#ia0f33831c52344488846e28e940f75af_202) | | |

| [12. Investments](#ia0f33831c52344488846e28e940f75af_205) | | | | | | [94](#ia0f33831c52344488846e28e940f75af_205) | | |

| [13. Income Taxes](#ia0f33831c52344488846e28e940f75af_208) | | | | | | [95](#ia0f33831c52344488846e28e940f75af_208) | | |

| [16. Other Financial Information](#ia0f33831c52344488846e28e940f75af_220) | | | | | | [100](#ia0f33831c52344488846e28e940f75af_220) | | |

| [17. Commitments and Contingencies](#ia0f33831c52344488846e28e940f75af_223) | | | | | | [102](#ia0f33831c52344488846e28e940f75af_223) | | |

| [20. Related Parties](#ia0f33831c52344488846e28e940f75af_232) | | | | | | [107](#ia0f33831c52344488846e28e940f75af_232) | | |

Management estimates the fair value of the brand assets using a multi-period excess earnings method, which is a specific discounted cash flow method.

The fair value determination of these assets requires management to make significant estimates and assumptions related to revenue growth projections, operating margins, and discount rates.

Changes in these assumptions could have a significant impact on the fair value of certain indefinite-lived brand intangible assets (“certain brand assets”) affecting the headroom percentage, the amount of any impairment, or both.

- We tested the effectiveness of controls over the Company’s indefinite-lived brand intangible asset impairment review process.

–Underlying analysis of business strategies and growth plans.

–Historical peer data.

February 22, 2024

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total equity | | | 25,676 | | | | | | 25,125 | | |

| Proceeds from issuance of common stock | | | — | | | | | | — | | | | | | 140 | | |

| Net change from: | | | | | | | | | | | | | | | | | |

| End of period | | | $ | 267 | | | | | $ | 535 | | | | | $ | 568 | |

| Non-cash financing activities: | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2020 | | | 1,407.3 | | | | | | $ | 14 | | | | | $ | 21,677 | | | | | $ | 2,061 | | | | | $ | 77 | | | | | $ | 23,829 | | | | | $ | 1 | | | | | $ | 23,830 | |

| Issuance of common stock | | | 4.3 | | | | | | — | | | | | | 140 | | | | | | — | | | | | | — | | | | | | 140 | | | | | | — | | | | | | 140 | | |

| Non-controlling interest surrender of shares | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | | | | | 1 | | | | | | — | | |

REPORTABLE SEGMENTS

This change had no impact on the Company’s consolidated results of operations or financial position.

Prior period segment results have been recast to reflect the Company’s new reportable segments.

Refer to Note 7 for additional information on the Company’s reportable segments and Note 8 for the Company’s disaggregated revenue portfolio for each reportable segment.

The change in segment structure also resulted in a change to the Company’s reporting units.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The amount of the outstanding obligations confirmed as valid included in accounts payable as of December 31, 2023 and December 31, 2022 was $2,389 million and $4,113 million, respectively.

Prior to January 1, 2022, the Company recorded forfeitures as incurred.

As of December 31, 2023, $5 million was included in additional paid-in capital related to the excise tax associated with shares repurchased during the year ended December 31, 2023.

As of January 1, 2023, the Company adopted ASU 2022-04, *Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations*.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, management, with the participation of our CEO and [removed: chief financial officer,] [added: CFO,] evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2023,] [added: 2024,] and has concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including our CEO and [removed: chief financial officer,] [added: CFO,] as appropriate to allow timely decisions regarding required disclosure.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for [removed: the Company,] [added: KDP,] as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the [removed: Company’s] financial statements for external purposes in accordance with U.S. GAAP.

Our management, with the participation of the CEO and [removed: chief financial officer,] [added: CFO,] assessed the effectiveness of [removed: the Company’s] internal control over financial reporting.

Based on the criteria for effective internal control over financial reporting established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, management concluded that the internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their attestation report, which is included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

As of December 31, [removed: 2023,] [added: 2024,] management has concluded that there have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under guidelines established by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations.

Accordingly, management has excluded GHOST from its annual report on internal control over financial reporting as of December 31, 2024.

GHOST represented approximately 3% of our consolidated total assets as of December 31, 2024.

During the fourth quarter of [removed: 2023,] [added: 2024,] no [added: other] directors or executive officers of [removed: the Company adopted] [added: KDP adopted, modified,] or terminated any contract, instruction or written plan for the purchase or sale of [removed: Company] [added: KDP] securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

USE OF RULE 10B5-1 TRADING ARRANGEMENTS

On October 30, 2024, Bob Gamgort, our Executive Chairman, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1(c)”) for the sale of up to 2,500,000 shares of KDP’s common stock until March 1, 2026.

On November 1, 2024, Mary Beth DeNooyer, our Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 120,000 shares of KDP’s common stock until March 4, 2026.

AMENDED AND RESTATED BYLAWS

On February 20, 2025, the Board approved and adopted amended and restated bylaws of the Company to reflect the amendments summarized below (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.

Among other things, the amendments affected by the Amended and Restated Bylaws include updates in light of Rule 14a-19 under the Exchange Act, adopted by the SEC (“universal proxy rules”), certain recent amendments to the Delaware General Corporation Law (the “DGCL”) as well as other market practice updates and clarifying changes.

To enhance readability and align with market practice, the Amended and Restated Bylaws reflect combined advance notice provisions relating to director nominations and proposals of other business in a new Section 6 of Article II and additional requirements in Section 7 of Article II.

These advance notice provisions have been updated to (1) require (i) compliance with universal proxy rules, including the 67% solicitation requirement; (ii) director candidates to consent to being named in any proxy statement; (iii) documentation confirming the stockholder’s compliance with the Rule 14a-19 requirements; (iv) information from “control persons” when the stockholder or beneficial owner is an entity and certain Schedule 13D disclosure requirements to be addressed in stockholder notice; (v) stockholder nominees to provide a written representation and agreement with respect to certain voting, compensation and indemnification matters, completed director & officer questionnaires and the nominee’s agreement to comply with the Company’s policies and guidelines and that such representations, questionnaires and agreements be submitted at the same time as the stockholder notice of nomination, and (2) clarify that (i) the advance notice provisions set forth in Article II, Section 6 is the exclusive means for a stockholder to make nominations and propose business before an annual meeting (other than a Rule 14a-8 proposal); and (ii) an adjournment, recess or postponement of an annual meeting does not commence a new time period or extend the previously announced time period for the giving of a stockholder’s notice and that the number of nominees a stockholder may nominate for election at the annual meeting shall not exceed the number of directors to be elected at such annual meeting.

The Amended and Restated Bylaws have also been updated to reflect several recent DGCL amendments, including: (i) clarifying the adjournment procedures for virtual meetings of stockholders; (ii) clarifying that the Company’s notice of meetings will be provided in the manner required by the federal proxy rules, subject to compliance with the DGCL provisions addressing electronic notice; (iii) deleting the requirement to make available stockholder lists at stockholder meetings; and (iv) clarifying that written consents do not need to be filed with the minutes of the proceedings of the Board or committee in order to be effective.

Additionally, the Amended and Restated Bylaws also (i) reserve a white proxy card for the exclusive use of the Company; (ii) define and clarify the role of the chair of the meeting; (iii) remove reference to the director resignation policy, which will instead be addressed in corporate governance guidelines in line with market practice; (iv) remove the provision allowing director removal in the event of a director’s breach of any agreement between such director and the Company relating to such director’s service to the Company; (v) update provisions related to inspectors of elections and the rules and regulations for the conduct of meetings; (vi) make certain changes to the provisions relating to the Board and officer appointments to provide additional flexibility; and (vii) provide for the federal district courts of the United States of America to be the exclusive forum for actions arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

The Amended and Restated Bylaws also incorporate technical and conforming revisions and clarifications.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws which are filed as Exhibit 3.5 to this Annual Report on Form 10-K and incorporated herein by reference.

- Consolidated Statements of Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

- Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

- Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

- Notes to Consolidated Financial Statements for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] and as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv3w1.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv3w1.htm)] | | | Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference). | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1418135/000141813512000028/dps-ex32_2012630.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1418135/000141813512000028/dps-ex32_2012630.htm)] | | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to [removed: the Company's] [added: KDP's] Quarterly Report on Form 10-Q (filed [added: on] July 26, 2012) and incorporated herein by reference). | | |

| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1418135/000129993316002518/exhibit1.htm)] [added: [3.3](https://www.sec.gov/Archives/edgar/data/1418135/000129993316002518/exhibit1.htm)] | | | Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed [added: on] May 20, 2016) and incorporated herein by reference). | | |

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044357/a18-16509_3ex3d1.htm)] [added: [3.4](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044357/a18-16509_3ex3d1.htm)] | | | Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 (filed as Exhibit 3.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed [added: on] July 9, 2018) and incorporated herein by reference). | | |

| [removed: [3.5](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044357/a18-16509_3ex3d2.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044357/a18-16509_3ex4d1.htm)] | | | [removed: Amended] [added: Investor Rights Agreement by] and [removed: Restated By-Laws of] [added: among] Keurig Dr Pepper Inc. [removed: effective] [added: and The Holders Listed on Schedule A thereto, dated] as of July 9, 2018 (filed as Exhibit [removed: 3.2] [added: 4.1] to [removed: the Company’s] [added: KDP's] Current Report on Form 8-K (filed [added: on] July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1418135/000095012308005005/y56861exv4w1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005005/y56861exv4w1.htm)] | | | Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference). | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1418135/000095012308005005/y56861exv4w5.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005005/y56861exv4w5.htm)] | | | Registration Rights Agreement, dated April 30, 2008, between Dr Pepper Snapple Group, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC (filed as Exhibit 4.5 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference). | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv4w2.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv4w2.htm)] | | | Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference). | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv4w1.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv4w1.htm)] | | | Supplemental Indenture, dated May 7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference). | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1418135/000095013409006140/d66682exv4w8.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1418135/000095013409006140/d66682exv4w8.htm)] | | | Second Supplemental Indenture dated March 17, 2009, to be effective as of December 31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to [removed: the Company's] [added: KDP's] Annual Report on Form 10-K (filed on March 26, 2009) and incorporated herein by reference). | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1418135/000095012309058290/d69848exv4w9.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1418135/000095012309058290/d69848exv4w9.htm)] | | | Third Supplemental Indenture, dated October 19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor; Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.9 to [removed: the Company's] [added: KDP's] Quarterly Report on Form 10-Q (filed [added: on] November 5, 2009) and incorporated herein by reference). | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1418135/000110465917006174/a17-3651_1ex4d1.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/1418135/000110465917006174/a17-3651_1ex4d1.htm)] | | | Fourth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index)), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed [added: on] February 2, 2017) and incorporated herein by reference). | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1418135/000095012309072823/d70522exv4w1.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1418135/000095012309072823/d70522exv4w1.htm)] | | | Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference). | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex41fifthindenture.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex41fifthindenture.htm)] | | | Fifth Supplemental Indenture, dated as of November 9, 2015, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex42formof2025notes.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex42formof2025notes.htm)] | | | 3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex43formof2045notes.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex43formof2045notes.htm)] | | | 4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex41sixthindenture.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex41sixthindenture.htm)] | | | Sixth Supplemental Indenture, dated as of September 16, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference). | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex42formof2026notes.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex42formof2026notes.htm)] | | | 2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference). | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex41seventhindenture.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex41seventhindenture.htm)] | | | Seventh Supplemental Indenture, dated as of December 14, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex43formof2023notes.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex44formof2027notes.htm)] | | | [removed: 3.13%] [added: 3.43%] Senior Note due [removed: 2023] [added: 2027] (in global form), dated December 14, 2016, in the principal amount of [removed: $500,000,000] [added: $400,000,000] (filed as Exhibit [removed: 4.3] [added: 4.4] to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex44formof2027notes.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex45formof2046notes.htm)] | | | [removed: 3.43%] [added: 4.42%] Senior Note due [removed: 2027] [added: 2046] (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit [removed: 4.4] [added: 4.5] to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). | | |

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1418135/000110465917006174/a17-3651_1ex4d2.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1418135/000110465917006174/a17-3651_1ex4d2.htm)] | | | Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.2 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference). | | |

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/1418135/000141813517000031/a41ninthsupplementalindent.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1418135/000141813517000031/a41ninthsupplementalindent.htm)] | | | Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference). | | |

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044357/a18-16509_3ex4d1.htm)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d8.htm)] | | | [removed: Investor Rights Agreement by and] [added: Seventh Supplemental Indenture, dated as of July 9, 2018,] among Keurig Dr Pepper [removed: Inc. and The Holders Listed on Schedule A] [added: Inc., the subsidiary guarantors] thereto, [removed: dated] [added: and Wells Fargo Bank, N.A.,] as [removed: of July 9, 2018] [added: trustee] (filed as Exhibit [removed: 4.1] [added: 4.8] to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.21](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d1.htm)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d1.htm)] | | | Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A. as trustee (filed as Exhibit 4.1 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.22](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d3.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d3.htm)] | | | Second Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.23](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d4.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d4.htm)] | | | Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes (filed as Exhibit 4.4 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.24](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d5.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d5.htm)] | | | Fourth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes (filed as Exhibit 4.5 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.25](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d6.htm)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d6.htm)] | | | Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.26](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d7.htm)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d7.htm)] | | | Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.27](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d8.htm)] [added: [4.32](https://www.sec.gov/Archives/edgar/data/1418135/000119312522115217/d294206dex41.htm)] | | | [removed: Seventh] [added: Twelfth] Supplemental Indenture, dated as of [removed: July 9, 2018,] [added: April 22, 2022,] among Keurig Dr Pepper Inc., the [removed: subsidiary] guarantors [removed: thereto,] [added: party thereto] and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] N.A., as trustee (filed as Exhibit [removed: 4.8] [added: 4.1] to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on [removed: July 9, 2018)] [added: April 22, 2022)] and incorporated herein by reference). | | |

| [removed: [4.28](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d9.htm)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d9.htm)] | | | Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.29](http://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d10.htm)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d10.htm)] | | | Joinder to the Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to [removed: the Company's] [added: KDP's] Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). | | |

| [removed: [4.30](http://www.sec.gov/Archives/edgar/data/1418135/000141813520000007/kdp-ex440_20191231.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1418135/000141813520000007/kdp-ex1012_20191231.htm)] | | | [removed: Description] [added: Keurig Dr Pepper Inc. Severance Pay Plan for Executives, effective as] of [removed: registered securities] [added: January 1, 2020] (filed as Exhibit [removed: 4.40] [added: 10.12] to [removed: the Company's] [added: KDP’s] Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by [removed: reference).] [added: reference).++] | | |

| [3.5](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex35_20241231keurigdrp.htm)* | | | Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, 2025. | | |

| [4.29](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex429xdescriptionofsec.htm)* | | | Description of registered securities. | | |

| [4.34](https://www.sec.gov/Archives/edgar/data/1418135/000119312524062259/d767072dex42.htm) | | | First Supplemental Indenture (including Floating Rate Senior Notes Due 2027, 5.100% Senior Notes Due 2027, 5.050% Senior Notes Due 2029, 5.200% Senior Notes Due 2031, and 5.300% Senior Notes Due 2034 (in global form)), dated as of March 7, 2024, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.2 to KDP’s Current Report on Form 8-K (filed on March 7, 2024) and incorporated herein by reference). | | |

| [4.35](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex435xtermloancreditag.htm)* | | | Term Loan Credit Agreement, dated as of October 25, 2024, among Keurig Dr Pepper Inc., the lenders party thereto and Bank of America, N.A., as administrative agent. | | |

| [10.19](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex1019ghostlifestylell.htm)*‡ | | | Amended and Restated Contribution and Merger Agreement, dated December 31, 2024, by and among Ghost Lifestyle LLC, The American Bottling Company, Phantom Merger Sub I LLC and certain other parties thereto. | | |

| [10.20](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex1020ghostlifestylell.htm)*‡ | | | Ghost Lifestyle LLC Second Amended and Restated Limited Liability Company Agreement, dated December 31, 2024. | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex191insidertradingpol.htm)* | | | Insider Trading Policy | | |

‡ Certain portions of this exhibit have been omitted from this filing pursuant to Item 601 of Regulation S-K.

| [4.17](http://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex45formof2046notes.htm) | | | 4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/1418135/000141813521000028/q32021ex1013suspensionofri.htm) | | | Suspension of Rights Agreement, dated September 10, 2021, among Keurig Dr Pepper Inc. (f/k/a Dr Pepper Snapple Group, Inc.), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (filed on October 28, 2021) and incorporated herein by reference). | | |

| [10.13](http://www.sec.gov/Archives/edgar/data/1418135/000141813522000005/kdp-ex1015_20211231.htm) | | | Credit Agreement, dated as of February 23, 2022, among Keurig Dr Pepper Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K (filed on February 24, 2022) and incorporated herein by reference). | | |

| [10.16](http://www.sec.gov/Archives/edgar/data/1418135/000141813522000017/kdp-ex104_2022630.htm) | | | Keurig Dr Pepper Inc. Executive Severance Plan, effective as of July 29, 2022 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (filed on July 28, 2022) and incorporated herein by reference).++ | | |

| [22.1](http://www.sec.gov/Archives/edgar/data/1418135/000141813520000023/kdp-ex2212020630.htm) | | | List of Guarantor Subsidiaries (filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (filed on June 30, 2020) and incorporated herein by reference). | | |

| | | | Title: | | | | | | Chief Financial Officer [removed: of Keurig Dr Pepper Inc.] | | |

| | | | Date: | | | | | | February [removed: 22, 2024] [added: 25, 2025] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on [removed: the dates indicated.][added: February 25, 2025.]

| | | | Name: | | | | | | [removed: Robert J. Gamgort] [added: Timothy Cofer] | | | | | | Name: | | | | | | Sudhanshu Priyadarshi | | |

| | | | Title: | | | | | | [removed: Chief Executive Officer,] [added: Senior Vice] President and [removed: Executive Chairman of the Board of Directors] [added: Controller (Principal Accounting Officer)] | | | | | | Title: | | | | | | [removed: Chief Financial Officer] [added: Executive Chairman of the Board of Directors] | | |

| | | | Name: | | | | | | Angela A. Stephens | | | | | | Name: | | | | | | [removed: Oray Boston] [added: Robert J. Gamgort] | | |

| | | | | | | | | | (Principal [removed: Accounting] [added: Executive] Officer) | | | | | | | | | | | | [added: (Principal Financial Officer)] | | |

| | | | Name: | | | | | | [removed: Olivier Goudet] [added: Frank Engelen] | | | | | | Name: | | | | | | [removed: Peter Harf] [added: Olivier Goudet] | | |

| By: | | | /s/ Juliette Hickman | | | | | | | | | By: | | | /s/ Paul [removed: S.] Michaels | | | | | | | | |

| | | | Name: | | | | | | Juliette Hickman | | | | | | Name: | | | | | | Paul [removed: S.] Michaels | | |

| | | | Name: | | | | | | Pamela Patsley | | | | | | Name: | | | | | | [removed: Lubomira Rochet] [added: Debra Sandler] | | |

| By: | | | /s/ [removed: Debra Sandler] [added: Robert Singer] | | | | | | | | | [removed: By:] | | | [removed: /s/ Robert Singer] | | | | | | | | |

| | | | Name: | | | | | | [removed: Debra Sandler] [added: Robert Singer] | | | | | | [removed: Name:] | | | | | | [removed: Robert Singer] | | |

| By: | | | /s/ Timothy Cofer | | | | | | | | | By: | | | /s/ Sudhanshu Priyadarshi | | | | | | | | |

| | | | Title: | | | | | | Chief Executive Officer | | | | | | Title: | | | | | | Chief Financial Officer | | |

| By: | | | /s/ Angela A. Stephens | | | | | | | | | By: | | | /s/ Robert J. Gamgort | | | | | | | | |

| By: | | | /s/ Oray Boston | | | | | | | | | By: | | | /s/ Joachim Creus | | | | | | | | |

| | | | Name: | | | | | | Oray Boston | | | | | | Name: | | | | | | Joachim Creus | | |

| By: | | | /s/ Frank Engelen | | | | | | | | | By: | | | /s/ Olivier Goudet | | | | | | | | |

| By: | | | /s/ Pamela Patsley | | | | | | | | | By: | | | /s/ Debra Sandler | | | | | | | | |

| By: | | | /s/ Robert J. Gamgort | | | | | | | | | By: | | | /s/ Sudhanshu Priyadarshi | | | | | | | | |

| | | | | | | | | | Keurig Dr Pepper Inc. | | | | | | | | | | | | Keurig Dr Pepper Inc. | | |

| | | | Date: | | | | | | February 22, 2024 | | | | | | Date: | | | | | | February 22, 2024 | | |

| By: | | | /s/ Angela A. Stephens | | | | | | | | | By: | | | /s/ Oray Boston | | | | | | | | |