Cover and table of contents

25K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 001-33829


			Keurig Dr Pepper Inc.
			(Exact name of registrant as specified in its charter)


Delaware						98-0517725
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)

6425 Hall of Fame Lane

Frisco, Texas 75034

(Address of principal executive offices)

(800) 527-7096

(Registrant's telephone number, including area code)

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


Title of each class						Trading Symbol						Name of each exchange on which registered
Common stock						KDP						The Nasdaq Stock Market LLC

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

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

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

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

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

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

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

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

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

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

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

As of June 30, 2025, the aggregate market value of the registrant's common equity held by non-affiliates of the registrant was approximately $44.8 billion (based on the closing sales price of the registrant's common stock on that date). As of February 20, 2026, there were 1,358,666,059 shares of the registrant's common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

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

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025


	PART I
Item 1	Business	1
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	31
Item 1C	Cybersecurity	31
Item 2	Properties	32
Item 3	Legal Proceedings	32
Item 4	Mine Safety Disclosures	32

	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	33
Item 6	[Reserved]	33
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	49
Item 8	Financial Statements and Supplementary Data	50
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	111
Item 9A	Controls and Procedures	111
Item 9B	Other Information	111
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	112

	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	113
Item 11	Executive Compensation	113
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	113
Item 13	Certain Relationships and Related Transactions and Director Independence	113
Item 14	Principal Accountant Fees and Services	113

	PART IV
Item 15	Exhibits and Financial Statement Schedules	114
Item 16	Form 10-K Summary	118
	Signatures	119

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025

MASTER GLOSSARY


Term						Definition

2019 Incentive Plan						Keurig Dr Pepper Inc. Omnibus Incentive Plan of 2019
2025 Revolving Credit Agreement						KDP’s revolving credit agreement, which was executed in March 2025 and amended in September 2025
ABC						The American Bottling Company, a wholly-owned subsidiary of KDP
ABI						Anheuser-Busch InBev SA/NV
AOCI						Accumulated other comprehensive income or loss
Apollo Investor						One or more affiliated investment funds of Apollo Management Holdings, L.P. who are party to the Preferred Investment Agreement
ASU						Accounting Standards Update
Athletic Brewing						Athletic Brewing Holding Company, LLC, an equity method investment of KDP

Board						The Board of Directors of KDP
bps						basis points
Bridge Credit Agreement						Bridge credit agreement entered into on August 24, 2025 and amended on December 18, 2025
Central States						The Central States, Southeast, and Southwest Areas Pension Fund
CEO						Chief Executive Officer
CFO						Chief Financial Officer
Chobani						FHU US Holdings LLC, an equity method investment of KDP
CISO						Chief Information Security Officer
Coca-Cola						The Coca-Cola Company
CODM						Chief Operating Decision Maker
Coffee Production Assets						Certain assets located in the United States that are used for the production, roasting, and grinding of single serve un-brewed beverage products (including K-Cup pods and K-Rounds)
Convertible Preferred Stock						KDP's Series A Convertible Perpetual Preferred Stock

CSD						Carbonated soft drink
Delayed Draw Term Loan Agreement						The delayed draw term loan agreement entered into by KDP on December 18, 2025


DPS						Dr Pepper Snapple Group, Inc.
DPS Merger						The combination of the business operations of Keurig and DPS as of July 9, 2018
DSD						Direct Store Delivery, KDP's route-to-market whereby finished beverages are delivered directly to retailers

EPS						Earnings per share
EURIBOR						Euro Interbank Offered Rate
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FX						Foreign exchange
GHOST						GHOST Lifestyle LLC
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
IT						Information technology

IRS						Internal Revenue Service
JAB						JAB Holding Company S.a.r.l., and affiliates
JDE Peet's						JDE Peet's N.V.
JDE Peet's Acquisition						The planned acquisition of JDE Peet's, which was announced on August 25, 2025

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025


Term						Definition
JDE Peet's Acquisition Agreement						The merger protocol between KDP and JDE Peet's, whereby KDP agreed to commence a tender offer to acquire all of the issued ordinary shares, excluding ordinary shares held in treasury, of JDE Peet's
JV Commitment Letter						The commitment letter between KDP and each of the JV Investors, dated as of October 26, 2025
JV Investment						The minority investment to be made by the JV Investor Partner into the Pod Manufacturing JV
JV Investor Partner						The holding company through which the JV Investors will contribute cash to the Pod Manufacturing JV
JV Investors						Apollo Capital Management L.P., certain funds or accounts managed, advised, or sub-advised by Kohlberg Kravis Roberts & Co., L.P., and Goldman Sachs Asset Management, L.P. and its affiliates
JV Transaction Agreement						The agreement between KDP, the Pod Manufacturing JV, and the JV Investor Partner to complete the JV Investment, dated as of February 23, 2026


Kalil						Kalil Bottling Company
Kalil Acquisition						The acquisition of all production, sales, and distribution assets of Kalil by KDP on August 9, 2024
KDP						Keurig Dr Pepper Inc.
Keurig						Keurig Green Mountain, Inc., a wholly-owned subsidiary of KDP, and the brand of our brewers
KKR Investor						One or more funds or accounts managed, advised, or sub-advised by Kohlberg Kravis Roberts & Co., L.P. who are party to the Preferred Investment Agreement

LRB						Liquid refreshment beverages
Nasdaq						The Nasdaq Stock Market LLC

Notes						Collectively, KDP's senior unsecured notes
Nutrabolt						Woodbolt Holdings LLC, d/b/a Nutrabolt, an equity method investment of KDP
OBBB						U.S. legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14" and commonly referred to as the One Big Beautiful Bill
PepsiCo						PepsiCo, Inc.

PET						Polyethylene terephthalate, which is used to make KDP's plastic bottles
PFAS						Per- and polyfluoroalkyl substances
Pod Manufacturing JV						Keurig JV, LP
Pod Manufacturing JV Agreement						The amended and restated limited partnership agreement for the Pod Manufacturing JV
Preferred Investment						The issuance and sale of KDP's Convertible Preferred Stock under the Preferred Investment Agreement
Preferred Investment Agreement						The investment agreement, dated as of October 27, 2025, and amended on February 23, 2026, by and among KDP, the KKR Investor, the Apollo Investor, and any other investor that becomes a party thereto
Preferred Investors						Holders of our Convertible Preferred Stock
PRMB						Post-retirement medical benefit
Proxy Statement						The definitive proxy statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025, pursuant to Regulation 14A under the Exchange Act
PSU						Performance share unit
Qualified IPO						Initial public offering of our refreshment beverage portfolio, meeting certain criteria

rPET						Post-consumer recycled PET
RSU						Restricted share unit
RTD						Ready to drink
RVG						Residual value guarantee

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025


Term						Definition
S&P						Standard & Poor's
SEC						Securities and Exchange Commission
Separation						The intended separation of KDP's beverage and coffee portfolios into two independent, publicly traded companies, as announced on August 25, 2025
SG&A						Selling, general, and administrative
SOFR						Secured Overnight Financing Rate
Term Loan Agreement						Term loan agreement entered into on October 25, 2024 and terminated on May 7, 2025
Tractor						Tractor Beverages, Inc., an equity method investment of KDP
U.S. GAAP						Accounting principles generally accepted in the U.S.
Veyron SPEs						Special purpose entities with a single sponsor, Veyron Global
VIE						Variable interest entity
Vita Coco						The Vita Coco Company, Inc.
Walmart						Walmart Inc.
WD						Warehouse Direct, KDP's route-to-market whereby finished beverages are shipped to retailer warehouses, and then delivered by the retailer through its own delivery system to its stores
WIP						Work-in-process

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025

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

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including, in particular, statements about the impact of future events, future financial performance, plans, strategies, business combinations, expectations, prospects, competitive environment, regulation, labor matters, supply chain issues, tariffs or trade wars and related uncertainty, inflation, and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as "outlook," "guidance," "anticipate," "enable," "expect," "believe," "could," "confident," "estimate," "feel," "continue," "ongoing," "forecast," "intend," "may," "on track," "plan," "positioned," "potential," "project," "should," "target," "will," "would," and similar words, phrases, or expressions and variations or negatives of these words in this Annual Report on Form 10-K. We have based these forward-looking statements on our current views with respect to future events and financial performance.

The following discussions should be read in conjunction with our Consolidated Financial Statements and the related Notes thereto included elsewhere in this Annual Report on Form 10-K. Our actual results may differ materially from those currently anticipated and expressed in the forward-looking statements as a result of various factors, including the inherent uncertainty of estimates, forecasts, and projections; global economic uncertainty or economic downturns; tariffs or the imposition of new tariffs, trade wars, barriers, or restrictions, or threats of such actions and related uncertainty; the risk that our financial performance may be better or worse than anticipated; the possibility that we are unable to successfully integrate GHOST into our business; risks related to the completion of the JDE Peet’s Acquisition, the Preferred Investment, the JV Investment, or the Separation in the anticipated timeframe, or at all; risks relating to the receipt of regulatory approvals without unexpected delays or conditions; risks relating to our incurrence of significant debt or our entry into other funding alternatives, in each case, to fund the JDE Peet’s Acquisition, which may result in increased indebtedness, dilution to our stockholders, and/or additional complexity to our capital structure; additional risks associated with the JDE Peet's Acquisition and those geographies where JDE Peet's currently operates; our ability to successfully integrate JDE Peet's into our business, or that such integration may be more difficult, time-consuming, or costly than expected; constraints on management's attention to operating and growing our business during the execution of the JDE Peet's Acquisition and the Separation; the potential downgrade of our credit ratings as a result of debt incurred and/or assumed in connection with the JDE Peet's Acquisition; the possibility of negative impacts on business relationships in connection with the JDE Peet's Acquisition and the Separation; the risk that the JDE Peet's Acquisition and the Separation incur significant additional costs; the risk of potential litigation; negative effects of the announcement and pendency of the JDE Peet's Acquisition and the Separation on our share price; the ability to achieve the anticipated strategic and financial benefits from the Separation; and the factors described under "Risk Factors" within Part I, Item 1A and elsewhere in this Annual Report on Form 10-K and subsequent filings with the SEC.

Given these uncertainties, you should not put undue reliance on any forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this Annual Report on Form 10-K, except to the extent required by applicable securities laws.

This Annual Report does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in JDE Peet's. Any offer will be made only by means of an offer memorandum approved by the Dutch Authority for the Financial Markets. This Annual Report is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication, or distribution would be unlawful.

PART I

Next: Item 1. BUSINESS