Keurig Dr Pepper (KDP) 10-K risk factor changes: FY2025 vs FY2024

[removed: Disruption] [added: - Disruption] of our manufacturing and distribution operations or supply chain, including increased [removed: commodity, raw material, packaging, energy, transportation, and other] input [removed: costs] [added: costs,] may adversely affect our financial condition or results of [removed: operations.][added: operations.]

Some raw materials and supplies used in the production of our products, including packaging materials, are available from a limited number of suppliers or from a sole [removed: supplier] [added: supplier,] or are in short supply when seasonal demand is at its peak.

Certain raw materials and supplies used [removed: directly or indirectly] in the production of our products are sourced from countries experiencing civil unrest, political instability, or unfavorable economic conditions.

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, [removed: which include] [added: including:] changes in supply and demand; supplier capacity constraints; inflation; weather conditions (including the effects of climate change); [removed: 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 new, increased, or 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.

This premium depends upon the supply and demand at the time of [removed: purchase,] [added: purchase] and [removed: the amount of the premium] can vary significantly.

[removed: Volatility in coffee prices can impact our ability to enter into fixed-price purchase commitments, and we] [added: We] frequently enter into [removed: “price-to-be-fixed”] [added: "price-to-be-fixed"] supply contracts [removed: in which the] [added: with defined] quality, quantity, [removed: delivery period,] [added: delivery,] and other negotiated [removed: terms are agreed upon,] [added: terms,] but the date, and therefore price, at which the base coffee commodity price component will be fixed has not yet been established.

[removed: We] [added: - We] operate in [removed: intensely] [added: highly] competitive categories, and [removed: our potential] [added: any] inability to compete effectively could adversely impact our [removed: business.][added: business.]

We compete with multinational corporations that can rapidly respond to competitive pressures and changes in consumer preferences by introducing new products, changing their [removed: route to market,] [added: route-to-market,] reducing prices, or increasing promotional activities.

In addition, the [removed: rapid] [added: continued] growth of e-commerce may create additional consumer price deflation by, among other things, facilitating comparison shopping, and could potentially threaten the value of some of our legacy route-to-market strategies and thus negatively affect revenues.

Consumers are increasingly focused on sustainability, with particular attention to the recyclability or reuse of product packaging, reducing consumption of single-use plastics and non-recyclable [removed: materials] [added: materials,] and the environmental impact of manufacturing operations.

Changes in mobility, travel, and leisure activity patterns, the acceleration of [removed: e-commerce and other methods of purchasing products,] [added: e-commerce,] inflation and economic uncertainty, and pandemics, [removed: epidemics] [added: epidemics,] or other disease outbreaks, among others, have impacted and could continue to impact consumer shopping behavior and demand for our products.

A failure or perceived failure to meet our quality, health, or safety standards, particularly as we expand our product offerings through innovation, [removed: partnerships] [added: partnerships,] or acquisitions into new beverage categories, including product contamination or tampering, undeclared [removed: allergens] [added: allergens,] or allegations of mislabeling, whether actual or perceived, [removed: could occur] [added: has occurred, and may] in [added: the future occur, in] our operations or those of our bottlers, manufacturers, [removed: distributors] [added: distributors,] or suppliers.

In addition, adverse public opinion, third-party studies, or other allegations, whether or not valid, regarding the perceived or potential negative health effects of processing or ingredients in our beverage products, such as concerns about the caloric intake associated with soft drinks or the use of synthetic colors, nutritive and non-nutritive sweeteners 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, new or increased taxes on our products, or additional government regulation, including new or [removed: changing] [added: increased] 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.

Any or all of these events may lead to a loss of consumer confidence and trust, could damage the reputation of our [removed: brands] [added: brands,] and may cause consumers to choose other [removed: products and] [added: products, which] could negatively affect our business and financial performance.

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 ethical and business practices, including with respect to human rights, child labor laws, workplace conditions, employee health and safety, the nutrition profile of our products, packaging, water [removed: use] [added: use,] and impact on the environment; any failure to address health or other concerns about our products, products we [removed: distribute] [added: 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; [added: and] consumer perception of our advertising campaigns, sponsorship arrangements, marketing programs, use of social [removed: media] [added: media,] and our response to political and social issues or catastrophic [removed: events;] [added: events] or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing.

If we are unable to complete such transactions or successfully integrate and develop acquired businesses, [removed: 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 [added: which could adversely affect our financial results] 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 [removed: business.][added: business, among others.]

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 [removed: investments,] [added: investments or] licensing or distribution agreements, which may increase our costs or subject us to negative publicity.

In the past we have been, and in the future we may be, unable to realize the expected benefits of acquisitions, [removed: investments] [added: investments,] or licensing or distribution agreements; it may also take longer than expected to realize the expected benefits.

[removed: We may not] [added: If we are unable to] achieve the strategic and financial objectives for such [removed: transactions.][added: transactions, our consolidated results could be negatively affected.]

We pursue strategic initiatives that are transformative in nature and are expected to generate significant cost [removed: savings,] [added: savings] or [removed: productivity,] [added: productivity] over time.

Some of our productivity initiatives may result in unintended consequences, such as business disruptions, distraction of management and employees, reduced morale and productivity, inability to obtain expected savings to reinvest into the business, [removed: an] inability to attract or retain employees, negative [removed: publicity] [added: publicity,] and disruption of the internal control structures of the affected business operations.

If we are unable to successfully implement our productivity initiatives as [removed: planned] [added: planned,] or do not achieve expected savings as a result of these initiatives, we may not realize all or any of the anticipated benefits, resulting in adverse effects on our financial performance.

[removed: Our] [added: - Our] facilities and operations may require substantial investment and upgrading, [removed: including investments in new technologies] and [removed: digital transformation, and] such investments may not achieve the intended financial [removed: benefits.][added: benefits.]

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

These systems and services are vulnerable to interruptions or other failures resulting from, among other things, natural disasters, terrorist attacks, software, [removed: equipment] [added: equipment,] or telecommunications failures, processing errors, computer viruses, other security issues or supplier defaults.

Security, [removed: backup] [added: backup,] and disaster recovery measures may not be adequate or implemented properly to avoid such disruptions or failures.

Any disruption or failure of these systems or services could cause substantial errors, processing inefficiencies, security breaches, inability to use the systems or process transactions, loss of [removed: customers] [added: customers,] or other business disruptions, all of which could negatively affect our business and financial performance.

Our [removed: users’] [added: users'] data and customer information may be improperly accessed, [removed: used] [added: used,] or disclosed if we fail to adopt or adhere to adequate information security practices, or [removed: fail to comply with their respective online policies, or] in the event of a breach of our networks, which could subject us to legal action, reputational harm, or otherwise negatively impact our business and financial performance.

[removed: A] [added: Many of these factors could also cause a significant] disruption at our manufacturing and distribution facilities [added: or the facilities of our bottlers, contract manufacturers, or distributors, which] could have a material adverse effect on our [removed: business, as could a disruption at the facilities of our bottlers, contract manufacturers or distributors.][added: business.]

[removed: Moreover,] [added: Additionally,] if demand increases beyond our production capabilities, we [removed: would] [added: may] need to expand our [removed: capabilities internally or acquire additional] capacity.

Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more than existing [removed: facilities] [added: facilities,] or may take a significant time to start production, each of which could negatively affect our business and financial performance.

This intellectual property includes ingredient formulas, trademarks, copyrights, patents, business [removed: processes] [added: processes,] and other trade secrets.

If we are unable to protect our intellectual property rights, our brands, [removed: products] [added: products,] and business could be harmed.

[removed: Failure] [added: - Failure] to attract, retain, [removed: develop] [added: develop,] and motivate a highly skilled and diverse workforce, or failure to effectively manage changes in our [removed: workforce such as labor shortages, employee turnover and increases in wages,] [added: workforce,] could significantly impact our [removed: operations.][added: operations.]

The labor market has experienced and may continue to experience labor shortages, inflation in labor [removed: costs] [added: costs,] and increased employee turnover, which has impacted and may continue to impact our ability to attract and retain a highly skilled and diverse workforce.

[removed: We] [added: - We] may not be able to renew collective bargaining agreements on satisfactory terms, or we could experience union activity, including new unionization, labor [removed: disputes] [added: disputes,] or work [removed: stoppages.][added: stoppages.]

The terms of existing, [removed: renewed] [added: renewed,] or expanded agreements could also significantly increase our costs or negatively affect our ability to increase operational efficiency.

Our profitability is substantially affected by costs for employee health care, pension and other retirement [removed: programs] [added: programs,] and other benefits.

The length of our payment terms has been reduced in recent periods and [removed: will] [added: may] continue to be reduced, including as a result of a supplier being replaced, renegotiation of a [removed: supplier’s] [added: supplier's] contract during the procurement process, through efforts to increase the overall pool of potential suppliers for selection, or in order to receive favorable pricing or other terms during commercial negotiations.

In addition to the other information set forth in this Annual Report, the following factors should be considered, which could materially affect our business, financial condition, and results of operations.

The risks described below are not the only risks we face.

Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse affect on our business, financial condition, or results of operations.

RISK FACTORS SUMMARY

- We may not effectively respond to changing consumer preferences and shopping behavior, which could impact our financial results.

- Concerns about the safety, quality, or health effects of our products could negatively affect our business.

- Damage to our reputation or brand image can adversely affect our business.

- If we do not successfully manage our acquisitions of and investments in new businesses or brands, our operating results may adversely be affected.

- Failure to realize benefits or successfully manage the potential negative consequences of our productivity initiatives can adversely affect our financial performance.

- We depend on key information systems, and our use of information technology exposes us to business disruptions that could adversely affect us.

- Our intellectual property rights could be infringed or we could infringe the intellectual property rights of others, and adverse events regarding licensed intellectual property could harm our business.

- Increases in our cost of employee benefits in the future could reduce our profitability.

- We negotiate with our suppliers to optimize our terms and conditions, including payment terms, and reductions in our payment terms with our suppliers could adversely affect our liquidity.

- We depend on third-party bottling and distribution companies for a significant portion of our business.

- Changes in the retail landscape or in sales to any key customer can adversely affect our business.

- Failure to maintain strategic relationships with brand owners and private label brands could adversely impact our future growth and business, potentially resulting in the termination of those agreements.

- Equity method investments are managed independently of us and may have different interests than we do.

Their decisions could impact our financial performance.

- U.S. and international laws and regulations could adversely affect our business.

- Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.

- Increased concerns related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance.

- Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products.

- Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us.

- Failure to comply with personal data protection and privacy laws can adversely affect our business.

- Climate change or related legislation could adversely affect our business.

- Water scarcity and quality could adversely affect our business.

- Fluctuations in our effective tax rate may result in volatility in our financial results.

- We may not complete the proposed JDE Peet's Acquisition within the time frame we anticipate, or at all, which could adversely affect our business.

- The market price of our common stock may decline as a result the JDE Peet's Acquisition.

- We will incur significant direct and indirect costs as a result of the JDE Peet's Acquisition.

- The JDE Peet's Acquisition will expose us to inherent risks in JDE Peet's' business and those geographies where JDE Peet's currently operates, which could adversely affect our business.

- If our due diligence investigation of JDE Peet's was inadequate or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our business.

- We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our business.

- We will be subject to business uncertainties related to the JDE Peet's Acquisition.

- We will incur and assume significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performance.

- In connection with the JDE Peet's Acquisition, we expect to consummate the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of our common stock.

- The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resources.

- We may issue additional equity securities in the future to raise proceeds to fund the JDE Peet's Acquisition, which may result in further dilution to our existing shareholders.

- The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our business.

- We may be unable to achieve some or all of the anticipated strategic and financial benefits from the Separation.

Any of these factors could adversely affect our financial results.

In evaluating 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.

If we are unable to achieve such objectives, our consolidated results could be negatively affected.

Substantial disruption at our manufacturing and distribution facilities could occur.

Disruptions could occur for many reasons, including fire, natural disasters, weather, water scarcity, manufacturing problems, disease, widespread illness, strikes, labor shortages, transportation or supply interruption, contractual dispute, government regulation, cybersecurity attacks or terrorism.

We cannot guarantee that our share repurchase program will be fully consummated or that our share repurchase program will enhance long-term stockholder value.

In October 2021, our Board authorized 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.

Our repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares.

Under the terms of our share repurchase program, shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act) in accordance with federal securities laws.

We may fund our share repurchases through 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 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.

We cannot guarantee that we will repurchase shares (or the terms or amount of any such repurchase) or conduct future share repurchase programs, and we cannot guarantee that any such programs will result in long-term increases to shareholder value.

The existence of our stock repurchase program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock.

Additionally, significant changes in laws or regulations may reduce our ability or inclination to take advantage of our share repurchase program.

[removed: *This] [added: This] section of this Annual Report on Form 10-K generally discusses the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and year-over-year comparisons between the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of the periods prior to the year ended December 31, [removed: 2023] [added: 2024] 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, [removed: 2023] [added: 2024] and the discussion therein for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022] [added: 2023] is incorporated by reference into this Annual [removed: Report.*][added: Report.]

[removed: *This] [added: This] Annual Report on Form 10-K contains the names of some of our owned or licensed trademarks, trade names and service marks, which we refer to as our brands.

All of the product names included in this Annual Report on Form 10-K are either our registered trademarks or those of our [removed: licensors.*][added: licensors.]

KDP 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.

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

[removed: KDP has] [added: Our beverage brands are] some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.

We offer more than 125 owned, licensed, and partner brands, [removed: available nearly everywhere people shop and consume beverages through our sales and] [added: supported by powerful] distribution [removed: network.][added: capabilities.]

- The U.S. Refreshment Beverages segment reflects sales in the U.S. from the manufacture and distribution of branded concentrates, [removed: syrup, and] [added: syrups,] finished beverages, [added: and other consumables,] including the sales of our own brands and third-party brands, to third-party bottlers, distributors, and retailers.

A concentrate case is the amount of concentrate needed to make one case of 288 fluid ounces of finished beverage, the equivalent of 24 [removed: twelve ounce] [added: twelve-ounce] servings.

[removed: ][added: ]

[removed: ][added: ]

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

[removed: References] [added: *References] in the financial tables to percentage changes that are not meaningful are denoted by [removed: "NM".][added: "NM".*]

For the Year Ended December 31, [removed: 2024] [added: 2025] Compared to the Year Ended December 31, [removed: 2023:][added: 2024:]

[removed: Consolidated Operations][added: Consolidated Operations]

The following table sets forth our consolidated results of operations for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| | | | For the Year Ended December 31, | | | | | | | | | | | | [removed: Dollar | | | | | | Percentage] [added: Percentage Change] | | |

| (in millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | | | | | Change | | |

| Selling, general, and administrative expenses | | | [removed: 5,013] [added: 5,351] | | | | | | [removed: 4,912] [added: 5,013] | | | | | | [removed: 101] [added: 338] | | | | | | [removed: 2.1] [added: 6.7] | | [added: %] |

| Impairment of goodwill | | | [removed: 306] [added: —] | | | | | | [removed: —] [added: 306] | | | | | | [removed: 306] [added: (306)] | | | | | | NM | | |

| Impairment of [removed: other] intangible assets | | | [removed: 412] [added: 78] | | | | | | [removed: 2] [added: 412] | | | | | | [removed: 410] [added: (334)] | | | | | | NM | | |

| Other operating [removed: expense (income),] [added: (income) expense,] net | | | [removed: 207] [added: (5)] | | | | | | [removed: (26)] [added: 207] | | | | | | [removed: 233] [added: (212)] | | | | | | NM | | |

| Income from operations | | | [removed: 2,591] | | | | | | [removed: 3,192] | | | | | | [removed: (601)] | | | [removed: | | | (18.8) | | |]

| Interest expense, net | | | [removed: 735] [added: 754] | | | | | | [removed: 496] [added: 735] | | | | | | [removed: 239] [added: 19] | | | | | | [removed: 48.2] [added: 2.6] | | [added: %] |

| Other [removed: (income) expense,] [added: expense (income),] net | | | [removed: (60)] [added: 134] | | | | | | [removed: (61)] [added: (58)] | | | | | | [removed: 1] [added: 192] | | | | | | NM | | |

| Income before provision for income taxes | | | [removed: 1,914] [added: 2,687] | | | | | | [removed: 2,757] [added: 1,914] | | | | | | [removed: (843)] [added: 773] | | | | | | [removed: (30.6)] [added: 40.4] | | [added: %] |

| Provision for income taxes | | | [removed: 473] [added: 608] | | | | | | [removed: 576] [added: 473] | | | | | | [removed: (103)] [added: 135] | | | | | | [removed: (17.9)] [added: 28.5] | | [added: %] |

| [removed: Earnings] [added: Earnings] per common [removed: share:] [added: share:] | | | | | | | | | | | | | | | | | | | | | | | |

| Gross margin | | | [removed: 55.6] [added: 54.2] | | % | | | | [removed: 54.5] [added: 55.6] | | % | | | | | | | | | | [removed: 110] [added: (140)] bps | | |

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

| Effective tax rate | | | [removed: 24.7] [added: 22.6] | | % | | | | [removed: 20.9] [added: 24.7] | | % | | | | | | | | | | [removed: 380] [added: (210)] bps | | |

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

[removed: Gross Profit.] Gross profit increased [removed: $449] [added: $470] million, or [removed: 5.6%,] [added: 5.5%,] to [removed: $8,529] [added: $8,999] million for the year ended December 31, [removed: 2024] [added: 2025] compared to [removed: $8,080] [added: $8,529] million in the prior year.

This performance primarily reflected the gross profit impact of net sales growth [removed: (3] [added: (9] percentage points), [removed: a] [added: partially offset by the] net [removed: benefit] [added: unfavorable impact] from changes in ingredients, materials, and [removed: productivity (2 percentage points), and earned equity from the achievement] [added: productivity, inclusive] of [removed: milestones associated with certain distribution agreements (1 percentage point), partially offset by net increases in other manufacturing costs (1] [added: tariffs (4] percentage [removed: point).][added: points).]

[removed: Impairment of Goodwill.] Impairment of goodwill [added: in the prior year] reflected a non-cash impairment charge of $306 million within the U.S. Warehouse Direct reporting unit in the U.S. Refreshment Beverages segment.

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

[removed: Other operating expense (income), net.] Other operating [removed: (expense) income,] [added: (income) expense,] net reflected [removed: an unfavorable] [added: a favorable] change of [removed: $233] [added: $212] million for the year ended December 31, [removed: 2024,] [added: 2025,] primarily driven by the [removed: accrued] [added: favorable comparison of the] $225 million termination fee associated with [removed: ABI.][added: ABI incurred in the prior year.]

[removed: Income from Operations.] Income from operations [removed: decreased $601] [added: increased $984] million, or [removed: 18.8%,] [added: 38.0%,] to [removed: $2,591] [added: $3,575] million for the year ended December 31, [removed: 2024] [added: 2025] compared to [removed: $3,192] [added: $2,591] million in the prior year, [removed: as our increase in gross profit (14 percentage points) was more than offset] [added: driven] by the [removed: impacts] [added: favorable comparison] of our non-cash impairment charges for goodwill and [removed: other] intangible assets [removed: (22 percentage points)] [added: compared to the prior year, increased gross profit,] and the [removed: accrued] [added: favorable comparison to the] termination fee associated with ABI [removed: (7 percentage points).][added: incurred in the prior year.]

[removed: Interest Expense, Net.] Interest expense, net increased [removed: $239] [added: $19] million, or [removed: 48.2%,] [added: 2.6%,] to [removed: $735] [added: $754] million for the year ended December 31, [removed: 2024] [added: 2025] compared to [removed: $496] [added: $735] million for the prior year, primarily driven by increased debt and higher financing costs [removed: (32] [added: (12] percentage [removed: points) and an unfavorable] [added: points), which were mostly offset by a favorable] year-over-year change in unrealized mark-to-market activity [removed: (17] [added: (10] percentage points).

| Net sales | | | $ | 16,603 | | | | | $ | 15,351 | | | | | $ | 1,252 | | | | | 8.2 | | % |

| Cost of sales | | | 7,604 | | | | | | 6,822 | | | | | | 782 | | | | | | 11.5 | | % |

| Gross profit | | | 8,999 | | | | | | 8,529 | | | | | | 470 | | | | | | 5.5 | | % |

| Income from operations | | | 3,575 | | | | | | 2,591 | | | | | | 984 | | | | | | 38.0 | | % |

| Net income | | | $ | 2,079 | | | | | $ | 1,441 | | | | | $ | 638 | | | | | 44.3 | | % |

| Basic | | | $ | 1.53 | | | | | $ | 1.06 | | | | | $ | 0.47 | | | | | 44.3 | | % |

| Diluted | | | 1.53 | | | | | | 1.05 | | | | | | 0.48 | | | | | | 45.7 | | % |

Sales Volumes

| LRB | | | | | | 1.0 | | % |

| Appliances | | | | | | (18.0) | | % |

| Volume / mix(1) | | | | | | 4.8 | | % |

| Net price realization | | | | | | 3.8 | | % |

| FX | | | | | | (0.4) | | % |

| Total | | | | | | 8.2 | | % |

(1)The acquisition of GHOST contributed 3.8 percentage points to our consolidated volume / mix growth for the year ended December 31, 2025.

SG&A expenses increased $338 million, or 6.7%, to $5,351 million for the year ended December 31, 2025 compared to $5,013 million in the prior year, primarily driven by increased transportation and warehousing expenses (4 percentage points), costs associated with the JDE Peet's Acquisition and Separation (2 percentage points), and higher labor costs (2 percentage points).

Impairment of intangible assets decreased $334 million to $78 million, driven by the favorable comparison of non-cash impairment charges for intangible brand assets compared to the prior year.

These benefits were partially offset by increased SG&A expenses.

Other expense (income), net reflected an unfavorable change of $192 million for the year ended December 31, 2025, primarily driven by an increase of $214 million in our mandatory redemption liability for GHOST.

Net income increased $638 million, or 44.3%, to $2,079 million for the year ended December 31, 2025, primarily driven by increased income from operations, partially offset by the increase in our mandatory redemption liability for GHOST.

The following tables provide certain results of operations for our reportable segments for the years ended December 31, 2025 and 2024:

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

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

| U.S. Refreshment Beverages | | | $ | 10,439 | | | | | $ | 9,331 | | | | | 11.9 | | % |

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

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

| Operating margin | | | | | | | | | | | | | | | | | |

| U.S. Refreshment Beverages | | | 28.2 | | % | | | | 20.1 | | % | | | | 810 bps | | |

| U.S. Coffee | | | 24.1 | | % | | | | 27.2 | | % | | | | (310) bps | | |

| International | | | 25.1 | | % | | | | 26.5 | | % | | | | (140) bps | | |

Sales Volumes

| U.S. Coffee | | | | | | NM | | | | | | (4.8) | | % | | | | (19.9) | | % |

| International | | | | | | 2.3 | | % | | | | 2.0 | | % | | | | (1.7) | | % |

Net Sales Drivers

| | | | | | | Volume / Mix(1) | | | | | | Net Price Realization | | | | | | FX | | | | | | Total | | |

| U.S. Refreshment Beverages | | | | | | 9.0 | | % | | | | 2.9 | | % | | | | — | | % | | | | 11.9 | | % |

| U.S. Coffee | | | | | | (4.2) | | % | | | | 4.8 | | % | | | | — | | % | | | | 0.6 | | % |

| International | | | | | | 3.1 | | % | | | | 6.2 | | % | | | | (3.4) | | % | | | | 5.9 | | % |

(1)The acquisition of GHOST contributed 6.2 percentage points to our volume / mix growth in U.S. Refreshment Beverages for the year ended December 31, 2025.

Sales volume increased 0.7% for the year ended December 31, 2025, led by growth in our energy portfolio, including the acquisition of GHOST, and in carbonated soft drinks.

KDP operates as an integrated brand owner, manufacturer, and distributor.

We believe our integrated business model strengthens our route-to-market and provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our manufacturing and distribution businesses through both our DSD system and our WD system.

We market and sell our products to retailers, including supermarkets, mass merchandisers, club stores, pure-play e-commerce retailers, and office superstores; to restaurants, hotel chains, office product and coffee distributors, and partner brand owners; and directly to consumers through our website.

Our integrated business model enables us to be more flexible and responsive to the changing needs of our large retail customers and allows us to more fully leverage our scale and reduce costs by creating greater geographic manufacturing and distribution coverage.

Key Events During and Subsequent to the Fourth Quarter of 2024

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.

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

We believe the North American beverage market is influenced by certain key trends and uncertainties.

We eliminate from our financial results all intercompany transactions between entities included in our consolidated financial statements and the intercompany transactions with our equity method investees.

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

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

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

| Cost of sales | | | 6,822 | | | | | | 6,734 | | | | | | 88 | | | | | | 1.3 | | |

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

| Impairment of investments and note receivable | | | 2 | | | | | | — | | | | | | 2 | | | | | | 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) | | % |

Sales Volume. The following table provides the change in sales volume compared to the prior year:

| | | | | | | | | |

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

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

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

Net Sales. Net sales increased $537 million, or 3.6%, to $15,351 million for the year ended December 31, 2024 compared to $14,814 million in the prior year.

This performance reflected volume/mix growth of 2.7% and favorable net price realization of 1.2%, slightly offset by unfavorable impacts from FX translation of 0.3%.

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 Other Intangible Assets. Impairment of intangible assets reflected non-cash impairment charges of $412 million for intangible brand assets, primarily led by Snapple.

Net Income. Net income decreased $740 million, or 33.9%, to $1,441 million for the year ended December 31, 2024 as compared to $2,181 million in the prior year.

The following tables set forth net sales and income from operations for our reportable segments for the years ended December 31, 2024 and 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:

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

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

The following table provides selected information about our U.S. Refreshment Beverages segment’s results:

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

| Income from operations | | | 1,878 | | | | | | 2,483 | | | | | | (605) | | | | | | (24.4) | | % |

| Operating margin | | | 20.1 | | % | | | | 28.1 | | % | | | | | | | | | | (800) bps | | |

Refer to Note [removed: 6] [added: 7] of the Notes to our Consolidated Financial Statements for further information about our derivative instruments.

Our primary exposure to foreign exchange rates is the Canadian dollar, the Mexican peso, and the Euro against the U.S. [removed: dollar.][added: dollar, including significant anticipated Euro-denominated cash outflows resulting from the intended JDE Peet's Acquisition.]

As of December 31, [removed: 2024,] [added: 2025,] we had derivative contracts outstanding with [added: a] notional [removed: values] [added: value] of [removed: $976] [added: $595] million maturing at various dates through [removed: September 2026.][added: January 2028.]

The fair value of foreign currency derivatives that qualify for hedge accounting resulted in a net unrealized [removed: gain] [added: loss] of [removed: $41] [added: $13] million as of December 31, [removed: 2024,] [added: 2025,] and the impact of a 10% weakening in the U.S. dollar is estimated to decrease the fair value by approximately [removed: $50] [added: $68] million.

The fair value of foreign currency derivatives that do not qualify for hedge accounting resulted in a net unrealized [removed: gain] [added: loss] of [removed: $10] [added: $40] million as of December 31, [removed: 2024,] [added: 2025,] and the impact of a 10% weakening in the U.S. dollar is estimated to [removed: decrease] [added: increase] the fair value by approximately [removed: $38] [added: $1,248] million.

As of December 31, [removed: 2024,] [added: 2025,] the face value of our fixed-rate debt, excluding lease obligations, was [removed: $12,743] [added: $13,214] million, and our variable-rate debt was [removed: $2,956] [added: $3,060] million, inclusive of commercial paper.

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: 2024,] [added: 2025,] would be an increase or decrease of approximately [removed: $47] [added: $69] million.

Our principal commodities risks relate to our purchases of coffee beans, PET, [added: Polypropylene,] aluminum, diesel fuel, corn (for high fructose corn syrup), apple juice concentrate, sucrose, and natural gas (for use in processing and packaging).

The fair market value of these contracts as of December 31, [removed: 2024] [added: 2025] was a net [removed: liability] [added: asset] of [removed: $51] [added: $18] million.

As of December 31, [removed: 2024,] [added: 2025,] 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: $51] [added: $60] million.

Any [removed: increase or decrease] [added: change] in the value of the commodities derivatives instruments would have an approximately offsetting change in the underlying hedged risk.

As of December 31, 2025, we had derivative contracts outstanding with notional values of $13,033 million, including approximately $11,810 million of forward contracts associated with the planned JDE Peet's Acquisition.

These contracts mature at various dates through June 2027.

As of December 31, 2025, we had derivative contracts outstanding with aggregate notional value of $3.8 billion, $1.5 billion of which relate to planned future issuances of long-term debt, and maturing at various dates through November 2046.

As of December 31, 2024, all of our outstanding forward starting swaps, with a total notional value of $1,700 million, are expected to begin such payments or receipts in 2025.

Our estimate of the annual impact to interest expense reflects our assumption that SOFR will not fall below 0%.

As of December 31, 2024, we had derivative contracts outstanding with a notional value of $515 million maturing at various dates through July 2026.

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

[removed: We have] [added: Our beverage brands are] some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.

We [removed: have a portfolio of] [added: offer] more than 125 owned, licensed, and partner brands, [removed: as well as] [added: supported by] powerful distribution capabilities.

*Amplify our route-to-market advantage.* [removed: We] [added: In our DSD network, we] have [removed: strategically-located] [added: strategically located] distribution [removed: capabilities, which] [added: capabilities that] enable us to better align our operations with our customers and [removed: our] sales channels, [removed: to] ensure our products are available to meet consumer demand, [removed: to] reduce transportation costs, and [removed: 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: 7,100] [added: 8,100] vehicles in the U.S. and 2,200 in Mexico, as well as [removed: third party] [added: third-party] logistics providers.

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

*Dynamically allocate capital.* Our highly efficient business model, 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 [removed: value.][added: value, while remaining committed to a strong balance sheet with investment grade ratings.]

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

As of December 31, [removed: 2024,] [added: 2025,] 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: 8] [added: 9] of the Notes to our Consolidated Financial Statements.

[removed: U.S.] [added: U.S.] Refreshment [removed: Beverages][added: Beverages]

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

We manufacture beverage concentrates and syrups, which we then sell throughout the U.S. to [removed: third party] [added: third-party] bottlers or use them in our own manufacturing systems.

These brands can also give us exposure in certain markets to [removed: fast growing] [added: fast-growing] segments of the beverage industry in a capital-efficient manner.

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

[removed: U.S. Coffee][added: U.S. Coffee]

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

We distribute our brewers using third-party [removed: distributors, retail partners] [added: distributors] and [added: retail partners, as well as] directly to consumers through our website at www.keurig.com.

[removed: International][added: International]

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

Key beverage brands include Peñafiel, Clamato, [removed: Squirt,] Canada Dry, [added: Squirt,] Dr Pepper, [removed: Mott’s,] [added: Mott's, Schweppes,] and Crush.

We are focused on a robust innovation pipeline within our portfolio of products to [removed: build household penetration of] [added: expand] our [removed: business.][added: consumer base and grow market share.]

[removed: In addition, we announced our multi-year innovation agenda with] [added: We have also continued to progress in] the [added: development of our] Keurig Alta brewer and K-Rounds plastic- and aluminum-free pods.

Our portfolio of strong brands, operational [removed: scale] [added: scale,] and experience in the beverage industry has enabled us to maintain strong relationships with major retailers throughout the U.S., Canada, and Mexico.

Our largest retailer, Walmart, represented approximately 16% of our consolidated net sales in [removed: 2024.][added: 2025.]

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

Certain other brands, such as [removed: Snapple, Bai,] [added: Snapple] and Core, are licensed for distribution in various territories to bottlers and a number of smaller distributors such as beer wholesalers, wine and spirit distributors, independent distributors, and retail brokers.

Our primary competitors include Coca-Cola, PepsiCo, Starbucks Corporation, The J.M. Smucker Company, The Kraft Heinz Company, and Nestlé S.A. Although these companies offer competing brands in categories we participate in, many are also our partners or customers, as they purchase [removed: beverage concentrates or K-Cup pods] [added: products] directly from us.

[removed: Green Coffee][added: Green Coffee]

[removed: Energy] [added: Energy] and Transportation [removed: Costs][added: Costs]

[removed: Trademarks] [added: Trademarks] and [removed: Patents][added: Patents]

[removed: Licensing Arrangements][added: Licensing Arrangements]

For beverages in emerging and fast growing categories where we may not currently have a brand presence, we license various trademarks from [removed: third party] [added: third-party] partners, which generally allow us to sell and distribute certain products or brands throughout the U.S., Canada, or Mexico.

As of December 31, [removed: 2024,] [added: 2025,] our portfolio of partner brands [removed: included, but was not limited to,] [added: included] C4 energy drinks, Electrolit instant hydration beverages, [removed: evian water,] Vita Coco coconut water, [added: Bloom energy drinks and prebiotic sodas, evian water,] Polar Beverages seltzer water, La Colombe shelf-stable RTD coffee, [added: and] Black Rifle Coffee Company energy [removed: drinks, and Peet's RTD coffee.][added: drinks.]

We have approximately [removed: 29,400] [added: 30,600] employees, primarily located in North America.

In the U.S., we have approximately [removed: 22,400] [added: 23,200] employees, of which approximately [removed: 5,100] [added: 5,700] employees are covered by union collective bargaining agreements.

In Mexico, we have approximately [removed: 5,300] [added: 5,700] employees, of which approximately [removed: 4,000] [added: 4,200] are covered by union collective bargaining agreements.

We also have approximately 300 employees [removed: in Europe and Asia.][added: outside of North America.]

Together with our employees, we created a set of core values that define how we work together and are the cornerstone of [removed: KDP's] [added: our] culture.

[removed: KDP uses] [added: We use] a wide variety of strategies and programs to support the health and safety of our employees.

*Shape our now and next beverage portfolio.* We continually evaluate organic and inorganic investments that allow us to more fully meet evolving consumer preferences.

Where appropriate, we leverage and extend our existing brands.

We also cultivate strong relationships with leading beverage brands that enable us to form long-term, capital-efficient partnerships.

In certain cases, we may add complementary brands to our owned portfolio through acquisitions.

This flexible approach allows us to optimally address whitespace growth opportunities in our portfolio.

PROPOSED JDE PEET'S ACQUISITION AND SUBSEQUENT SEPARATION

On August 24, 2025, we entered into an agreement to acquire JDE Peet's, a global pure-play coffee company with a portfolio of leading brands including Jacobs, L'OR, and Peet's.

The JDE Peet's Acquisition is expected to occur early in the second quarter of 2026 and is subject to the satisfaction or waiver of the closing conditions, including the acceptance of the offer by the shareholders of JDE Peet's.

We’ve also entered into a series of transactions to fund the JDE Peet's Acquisition.

Refer to Note 3 of the Notes to our Consolidated Financial Statements for additional information on the JDE Peet's Acquisition and related transactions.

On August 25, 2025, we announced our intention to separate our beverage and coffee portfolios into two independent, publicly traded companies, which will allow for more tailored growth strategies, operating models, and approaches to capital allocation.

The Separation is expected to occur subsequent to the closure of the JDE Peet's Acquisition.

In 2025, we released new flavor innovations, including Dr Pepper Blackberry and 7UP Tropical.

Additionally, through our partnership with Bloom, we entered the prebiotic CSD market during the year with the distribution of Bloom Pop.

We launched our Keurig K-Mini Mate brewer, with a compact design that saves space without compromising on coffee quality.

Additionally, we released the Keurig K-Crema brewer, which allows users to brew crema-topped coffees from traditional K-Cup pods.

We began in-home consumer beta testing during the year and expect to launch these products in late 2026.

In the fourth quarter of 2025, we debuted the first-ever coffee line under the Keurig brand, the Keurig Coffee Collective.

This collection showcases the new Refined Grind manufacturing technique, which grinds premium beans to a high density and allows for more coffee in each K-Cup pod.

We have been able to translate those insights and experiences to our 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.

*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.

We continually evaluate making investments in companies that fill in whitespace in our portfolio.

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.

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.

MARKET AND INDUSTRY DATA

The market and industry data in this Annual Report on Form 10-K is from Circana, an independent industry source, and is based on retail dollar sales and sales volumes in 2024.

Although we believe that this independent source is reliable, we have not verified the accuracy or completeness of this data or any assumptions underlying such data.

Circana is a market information provider, primarily serving consumer packaged goods manufacturers and retailers.

We use Circana data as our primary management tool to track market performance because it has broad and deep data coverage, is based on consumer transactions at retailers, and is reported to us weekly.

Circana data provides measurement and analysis of marketplace trends such as market share, retail pricing, promotional activity, and distribution across various channels, retailers, and geographies.

Measured categories provided to us by Circana include K-Cup pods, carbonated soft drinks, RTD teas and coffee, single serve and multi-serve juice and juice drinks, sports drinks, energy drinks, still waters, carbonated waters, and non-alcoholic mixers.

Circana also provides data on other food items such as apple sauce.

Circana data we present in this report is compiled from scanner transactions in key retail channels, including grocery stores, mass merchandisers (including Walmart), club stores (excluding Costco), drug chains, convenience stores, and gas stations.

However, this data does not include the fountain or vending channels, or small independent retail outlets, which together represent a meaningful portion of the U.S. beverage market.

This data does not include certain customers and e-commerce sales which represents a significant portion of our U.S. Coffee segment.

Our market share data for our brewers is also based on information provided by Circana.

The data presented for our brewers is based upon Circana’s Consumer Tracking Service for Coffeemakers in the U.S. and represents the twelve month period ended December 31, 2024.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

[removed: ][added: ]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant's common equity held by non-affiliates of the registrant was approximately [removed: $35.5] [added: $44.8] billion (based on the closing sales price of the registrant's common stock on that date).

As of February [removed: 21, 2025,] [added: 20, 2026,] there were [removed: 1,356,750,877] [added: 1,358,666,059] shares of the registrant's common stock, par value $0.01 per share, outstanding.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

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| [Item [removed: 1B](#ie93c87947e5646909cc7c1a565167c08_70)] [added: 1B](#ic5c36f045fc7456185fd61e2116f03f7_70)] | | | [Unresolved Staff [removed: Comments](#ie93c87947e5646909cc7c1a565167c08_70)] [added: Comments](#ic5c36f045fc7456185fd61e2116f03f7_70)] | | | [removed: [22](#ie93c87947e5646909cc7c1a565167c08_70)] [added: [31](#ic5c36f045fc7456185fd61e2116f03f7_70)] | | |

| [Item [removed: 1C](#ie93c87947e5646909cc7c1a565167c08_73)] [added: 1C](#ic5c36f045fc7456185fd61e2116f03f7_73)] | | | [removed: [Cybersecurity](#ie93c87947e5646909cc7c1a565167c08_73)] [added: [Cybersecurity](#ic5c36f045fc7456185fd61e2116f03f7_73)] | | | [removed: [22](#ie93c87947e5646909cc7c1a565167c08_73)] [added: [31](#ic5c36f045fc7456185fd61e2116f03f7_73)] | | |

| [Item [removed: 2](#ie93c87947e5646909cc7c1a565167c08_76)] [added: 2](#ic5c36f045fc7456185fd61e2116f03f7_76)] | | | [removed: [Properties](#ie93c87947e5646909cc7c1a565167c08_76)] [added: [Properties](#ic5c36f045fc7456185fd61e2116f03f7_76)] | | | [removed: [23](#ie93c87947e5646909cc7c1a565167c08_76)] [added: [32](#ic5c36f045fc7456185fd61e2116f03f7_76)] | | |

| [Item [removed: 3](#ie93c87947e5646909cc7c1a565167c08_79)] [added: 3](#ic5c36f045fc7456185fd61e2116f03f7_79)] | | | [Legal [removed: Proceedings](#ie93c87947e5646909cc7c1a565167c08_79)] [added: Proceedings](#ic5c36f045fc7456185fd61e2116f03f7_79)] | | | [removed: [23](#ie93c87947e5646909cc7c1a565167c08_79)] [added: [32](#ic5c36f045fc7456185fd61e2116f03f7_79)] | | |

| [Item [removed: 4](#ie93c87947e5646909cc7c1a565167c08_82)] [added: 4](#ic5c36f045fc7456185fd61e2116f03f7_82)] | | | [Mine Safety [removed: Disclosures](#ie93c87947e5646909cc7c1a565167c08_82)] [added: Disclosures](#ic5c36f045fc7456185fd61e2116f03f7_82)] | | | [removed: [23](#ie93c87947e5646909cc7c1a565167c08_82)] [added: [32](#ic5c36f045fc7456185fd61e2116f03f7_82)] | | |

| [Item [removed: 5](#ie93c87947e5646909cc7c1a565167c08_88)] [added: 5](#ic5c36f045fc7456185fd61e2116f03f7_88)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#ie93c87947e5646909cc7c1a565167c08_88)] [added: Securities](#ic5c36f045fc7456185fd61e2116f03f7_88)] | | | [removed: [24](#ie93c87947e5646909cc7c1a565167c08_88)] [added: [33](#ic5c36f045fc7456185fd61e2116f03f7_88)] | | |

| [Item [removed: 6](#ie93c87947e5646909cc7c1a565167c08_91)] [added: 6](#ic5c36f045fc7456185fd61e2116f03f7_94)] | | | [removed: [\[Reserved\]](#ie93c87947e5646909cc7c1a565167c08_91)] [added: [\[Reserved\]](#ic5c36f045fc7456185fd61e2116f03f7_94)] | | | [removed: [24](#ie93c87947e5646909cc7c1a565167c08_91)] [added: [33](#ic5c36f045fc7456185fd61e2116f03f7_94)] | | |

| [Item [removed: 7](#ie93c87947e5646909cc7c1a565167c08_94)] [added: 7](#ic5c36f045fc7456185fd61e2116f03f7_97)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie93c87947e5646909cc7c1a565167c08_94)] [added: Operations](#ic5c36f045fc7456185fd61e2116f03f7_97)] | | | [removed: [25](#ie93c87947e5646909cc7c1a565167c08_94)] [added: [34](#ic5c36f045fc7456185fd61e2116f03f7_97)] | | |

| [Item [removed: 7A](#ie93c87947e5646909cc7c1a565167c08_184)] [added: 7A](#ic5c36f045fc7456185fd61e2116f03f7_166)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie93c87947e5646909cc7c1a565167c08_184)] [added: Risk](#ic5c36f045fc7456185fd61e2116f03f7_166)] | | | [removed: [42](#ie93c87947e5646909cc7c1a565167c08_184)] [added: [49](#ic5c36f045fc7456185fd61e2116f03f7_166)] | | |

| [Item [removed: 8](#ie93c87947e5646909cc7c1a565167c08_187)] [added: 8](#ic5c36f045fc7456185fd61e2116f03f7_169)] | | | [Financial Statements and Supplementary [removed: Data](#ie93c87947e5646909cc7c1a565167c08_187)] [added: Data](#ic5c36f045fc7456185fd61e2116f03f7_169)] | | | [removed: [43](#ie93c87947e5646909cc7c1a565167c08_187)] [added: [50](#ic5c36f045fc7456185fd61e2116f03f7_169)] | | |

| [Item [removed: 9](#ie93c87947e5646909cc7c1a565167c08_280)] [added: 9](#ic5c36f045fc7456185fd61e2116f03f7_286)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#ie93c87947e5646909cc7c1a565167c08_280)] [added: Disclosures](#ic5c36f045fc7456185fd61e2116f03f7_286)] | | | [removed: [106](#ie93c87947e5646909cc7c1a565167c08_280)] [added: [111](#ic5c36f045fc7456185fd61e2116f03f7_286)] | | |

| [Item [removed: 9A](#ie93c87947e5646909cc7c1a565167c08_283)] [added: 9A](#ic5c36f045fc7456185fd61e2116f03f7_289)] | | | [Controls and [removed: Procedures](#ie93c87947e5646909cc7c1a565167c08_283)] [added: Procedures](#ic5c36f045fc7456185fd61e2116f03f7_289)] | | | [removed: [106](#ie93c87947e5646909cc7c1a565167c08_283)] [added: [111](#ic5c36f045fc7456185fd61e2116f03f7_289)] | | |

| [Item [removed: 9C](#ie93c87947e5646909cc7c1a565167c08_289)] [added: 9C](#ic5c36f045fc7456185fd61e2116f03f7_304)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie93c87947e5646909cc7c1a565167c08_289)] [added: Inspections](#ic5c36f045fc7456185fd61e2116f03f7_304)] | | | [removed: [108](#ie93c87947e5646909cc7c1a565167c08_289)] [added: [112](#ic5c36f045fc7456185fd61e2116f03f7_304)] | | |

| [Item [removed: 10](#ie93c87947e5646909cc7c1a565167c08_292)] [added: 10](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ie93c87947e5646909cc7c1a565167c08_292)] [added: Governance](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [removed: [109](#ie93c87947e5646909cc7c1a565167c08_292)] [added: [113](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | |

| [Item [removed: 12](#ie93c87947e5646909cc7c1a565167c08_292)] [added: 12](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie93c87947e5646909cc7c1a565167c08_292)] [added: Matters](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [removed: [109](#ie93c87947e5646909cc7c1a565167c08_292)] [added: [113](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | |

| [Item [removed: 13](#ie93c87947e5646909cc7c1a565167c08_292)] [added: 13](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ie93c87947e5646909cc7c1a565167c08_292)] [added: Independence](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [removed: [109](#ie93c87947e5646909cc7c1a565167c08_292)] [added: [113](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | |

| [Item [removed: 14](#ie93c87947e5646909cc7c1a565167c08_292)] [added: 14](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [Principal Accountant Fees and [removed: Services](#ie93c87947e5646909cc7c1a565167c08_292)] [added: Services](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | | [removed: [109](#ie93c87947e5646909cc7c1a565167c08_292)] [added: [113](#ic5c36f045fc7456185fd61e2116f03f7_307)] | | |

| [removed: [Item 15](#ie93c87947e5646909cc7c1a565167c08_298)] [added: Item 15] | | | [removed: [Exhibits] [added: Exhibits] and Financial Statement [removed: Schedules](#ie93c87947e5646909cc7c1a565167c08_298)] [added: Schedules] | | | [removed: [110](#ie93c87947e5646909cc7c1a565167c08_298)] [added: [114](#ic5c36f045fc7456185fd61e2116f03f7_549755816411)] | | |

| [added: 2025] Revolving Credit Agreement | | | | | | KDP’s [removed: $4 billion] revolving credit agreement, which was executed in [removed: February 2022] [added: March 2025 and amended in September 2025] | | |

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

| Central States | | | | | | The Central States, [removed: Southeast] [added: Southeast,] and Southwest Areas Pension Fund | | |

| GHOST | | | | | | GHOST Lifestyle [removed: LLC, a Delaware limited liability company] [added: LLC] | | |

| 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: 2024,] [added: 2025,] pursuant to Regulation 14A under the Exchange Act | | |

| PSU | | | | | | Performance [removed: stock] [added: share] unit | | |

| RSU | | | | | | Restricted [removed: stock] [added: share] unit | | |

| SG&A | | | | | | Selling, [removed: general] [added: general,] and administrative | | |

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

*The following [removed: discussion] [added: discussions] should be read in conjunction with our [removed: audited] Consolidated Financial Statements and the related Notes thereto included elsewhere in this Annual Report on Form 10-K.

6425 Hall of Fame Lane

Frisco, Texas 75034

(800) 527-7096

| | | | [PART I](#ic5c36f045fc7456185fd61e2116f03f7_13) | | | | | |

| | | | [PART II](#ic5c36f045fc7456185fd61e2116f03f7_85) | | | | | |

| [Item 9B](#ic5c36f045fc7456185fd61e2116f03f7_292) | | | [Other Information](#ic5c36f045fc7456185fd61e2116f03f7_292) | | | [111](#ic5c36f045fc7456185fd61e2116f03f7_292) | | |

| | | | [PART III](#ic5c36f045fc7456185fd61e2116f03f7_307) | | | | | |

| [Item 11](#ic5c36f045fc7456185fd61e2116f03f7_307) | | | [Executive Compensation](#ic5c36f045fc7456185fd61e2116f03f7_307) | | | [113](#ic5c36f045fc7456185fd61e2116f03f7_307) | | |

| | | | [PART IV](#ic5c36f045fc7456185fd61e2116f03f7_310) | | | | | |

| [Item 16](#ic5c36f045fc7456185fd61e2116f03f7_316) | | | [Form 10-K Summary](#ic5c36f045fc7456185fd61e2116f03f7_316) | | | [118](#ic5c36f045fc7456185fd61e2116f03f7_316) | | |

| | | | [Signatures](#ic5c36f045fc7456185fd61e2116f03f7_319) | | | [119](#ic5c36f045fc7456185fd61e2116f03f7_319) | | |

FOR THE YEAR ENDED DECEMBER 31, 2025

| Apollo Investor | | | | | | One or more affiliated investment funds of Apollo Management Holdings, L.P. who are party to the Preferred Investment Agreement | | |

| Bridge Credit Agreement | | | | | | Bridge credit agreement entered into on August 24, 2025 and amended on December 18, 2025 | | |

| 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 | | |

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

| EURIBOR | | | | | | Euro Interbank Offered Rate | | |

| 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 | | |

FOR THE YEAR ENDED DECEMBER 31, 2025

| | | | | | | | | |

| 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 | | |

| | | | | | | | | |

| | | | | | | | | |

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

| 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 | | |

| | | | | | | | | |

| | | | | | | | | |

| 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 | | |

| | | | | | | | | |

| 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 | | |

53 South Avenue

Burlington, Massachusetts 01803

(781) 418-7000

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

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

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

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

| [Item 11](#ie93c87947e5646909cc7c1a565167c08_292) | | | [Executive Compensation](#ie93c87947e5646909cc7c1a565167c08_292) | | | [109](#ie93c87947e5646909cc7c1a565167c08_292) | | |

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

| [Item 16](#ie93c87947e5646909cc7c1a565167c08_301) | | | [Form 10-K Summary](#ie93c87947e5646909cc7c1a565167c08_301) | | | [113](#ie93c87947e5646909cc7c1a565167c08_301) | | |

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

| 2009 Incentive Plan | | | | | | Keurig Dr Pepper Inc. Omnibus Incentive Plan of 2009 (formerly known as the Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2009) | | |

| DIO | | | | | | Days inventory outstanding | | |

| DPO | | | | | | Days of payables outstanding | | |

| DSO | | | | | | Days sales outstanding | | |

| IRA | | | | | | Inflation Reduction Act of 2022 | | |

| JPMorgan | | | | | | JPMorgan Chase Bank, N.A. | | |

| La Colombe | | | | | | La Colombe Holdings, Inc. | | |

| Peet's | | | | | | Peet's Coffee & Tea, Inc. | | |

| Revive | | | | | | Revive Brands, a wholly-owned subsidiary of KDP | | |

| 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. | | |

This discussion contains forward-looking statements that are based on management's current expectations, estimates, and projections about our business and operations.

Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of various factors, including the factors described under "Risk Factors" within Item 1A and elsewhere in this Annual Report on Form 10-K, and subsequent filings with the SEC.*

ii

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

Our CISO has more than [removed: 26] [added: 27] years of experience in cybersecurity and information technology, including, prior to joining KDP in 2019, more than 11 years as a principal in Ernst & [removed: Young’s] [added: Young's] cybersecurity practice.

Our CISO reports directly to our Chief Information Officer, who also has over [removed: 37] [added: 38] years of experience in information technology and cybersecurity.

For additional description of cybersecurity risks and potential related impacts on us, refer to the risk factors captioned [removed: “*Our] [added: *"Our] use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect [removed: us*”] [added: us"*] and [removed: “*The] [added: *"The] use of information technology by our [removed: third party] [added: third-party] commercial partners and service providers exposes us to business disruptions or other negative impacts that could adversely affect [removed: us*”] [added: us"*] in Item 1A, Risk Factors, in this Annual Report on Form 10-K.

We also maintain cybersecurity insurance coverage that is intended to cover potential costs related to cybersecurity incidents and information systems failures, subject to customary limitations, exclusions, and deductibles.

We have two global corporate headquarters, located in [removed: Burlington, Massachusetts and] Frisco, [removed: Texas,] [added: Texas and Burlington, Massachusetts,] both of which are leased.

The following table summarizes our principal manufacturing plants and principal warehouse and distribution facilities by geography and reportable segment as of December 31, [removed: 2024:][added: 2025:]

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

| Warehouse and distribution facilities | | | [removed: 27] [added: 26] | | | | | | [removed: 64] [added: 66] | | | | | | — | | | | | | [removed: 8] [added: 7] | | | | | | — | | | | | | — | | | | | | [removed: 27] [added: 26] | | | | | | [removed: 72] [added: 73] | | |

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

[removed: During] [added: We ceased operations at our Windsor, Virginia manufacturing facility during] the year ended December 31, [removed: 2024, we announced the planned closure of our Windsor, Virginia manufacturing facility, which is expected to take place in] 2025.

| Total | | | 34 | | | | | | 78 | | | | | | — | | | | | | 12 | | | | | | 8 | | | | | | 66 | | | | | | 42 | | | | | | 156 | | |

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

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 7,692] [added: 7,159] stockholders of record of our common stock.

[removed: KDP's] [added: Our] Board has declared a regular quarterly cash dividend and expects to continue to pay such dividends on a quarterly basis.

The graph assumes that $100 was invested on December 31, [removed: 2019,] [added: 2020,] with dividends reinvested quarterly.

[removed: ][added: ]

On October 1, 2021, our Board authorized a share repurchase program of up to $4 billion of our outstanding common stock, [removed: potentially] enabling us to return value to shareholders.

We did not repurchase any shares during the fourth quarter of [removed: 2024.][added: 2025.]

The $4 billion authorization was effective for four years, from January 1, 2022 through December 31, 2025.

The $4 billion authorization is effective for four years, beginning on January 1, 2022 and expiring on December 31, 2025, and does not require the purchase of any minimum number of shares.

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

| [Consolidated Statements of [removed: Income](#ie93c87947e5646909cc7c1a565167c08_193)] [added: Income](#ic5c36f045fc7456185fd61e2116f03f7_172)] | | | | | | [removed: [44](#ie93c87947e5646909cc7c1a565167c08_193)] [added: [51](#ic5c36f045fc7456185fd61e2116f03f7_172)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie93c87947e5646909cc7c1a565167c08_196)] [added: Income](#ic5c36f045fc7456185fd61e2116f03f7_175)] | | | | | | [removed: [45](#ie93c87947e5646909cc7c1a565167c08_196)] [added: [52](#ic5c36f045fc7456185fd61e2116f03f7_175)] | | |

| [Consolidated Balance [removed: Sheets](#ie93c87947e5646909cc7c1a565167c08_199)] [added: Sheets](#ic5c36f045fc7456185fd61e2116f03f7_178)] | | | | | | [removed: [46](#ie93c87947e5646909cc7c1a565167c08_199)] [added: [53](#ic5c36f045fc7456185fd61e2116f03f7_178)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie93c87947e5646909cc7c1a565167c08_202)] [added: Flows](#ic5c36f045fc7456185fd61e2116f03f7_181)] | | | | | | [removed: [47](#ie93c87947e5646909cc7c1a565167c08_202)] [added: [54](#ic5c36f045fc7456185fd61e2116f03f7_181)] | | |

| [Consolidated Statements of Changes in Stockholders' [removed: Equity](#ie93c87947e5646909cc7c1a565167c08_205)] [added: Equity](#ic5c36f045fc7456185fd61e2116f03f7_184)] | | | | | | [removed: [49](#ie93c87947e5646909cc7c1a565167c08_205)] [added: [56](#ic5c36f045fc7456185fd61e2116f03f7_184)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie93c87947e5646909cc7c1a565167c08_208)] [added: Statements](#ic5c36f045fc7456185fd61e2116f03f7_187)] | | | | | | [removed: [50](#ie93c87947e5646909cc7c1a565167c08_208)] [added: [57](#ic5c36f045fc7456185fd61e2116f03f7_187)] | | |

| [1. Business and Basis of [removed: Presentation](#ie93c87947e5646909cc7c1a565167c08_211)] [added: Presentation](#ic5c36f045fc7456185fd61e2116f03f7_190)] | | | | | | [removed: [50](#ie93c87947e5646909cc7c1a565167c08_211)] [added: [57](#ic5c36f045fc7456185fd61e2116f03f7_190)] | | |

| [2. Significant Accounting [removed: Policies](#ie93c87947e5646909cc7c1a565167c08_214)] [added: Policies](#ic5c36f045fc7456185fd61e2116f03f7_196)] | | | | | | [removed: [51](#ie93c87947e5646909cc7c1a565167c08_214)] [added: [58](#ic5c36f045fc7456185fd61e2116f03f7_196)] | | |

| [removed: [3.] [added: [5.] Long-Term Obligations and Borrowing [removed: Arrangements](#ie93c87947e5646909cc7c1a565167c08_223)] [added: Arrangements](#ic5c36f045fc7456185fd61e2116f03f7_199)] | | | | | | [removed: [63](#ie93c87947e5646909cc7c1a565167c08_223)] [added: [73](#ic5c36f045fc7456185fd61e2116f03f7_199)] | | |

| [removed: [5.] [added: [6.] Goodwill and [removed: Other] Intangible [removed: Assets](#ie93c87947e5646909cc7c1a565167c08_217)] [added: Assets](#ic5c36f045fc7456185fd61e2116f03f7_217)] | | | | | | [removed: [68](#ie93c87947e5646909cc7c1a565167c08_217)] [added: [77](#ic5c36f045fc7456185fd61e2116f03f7_217)] | | |

| [removed: [1](#ie93c87947e5646909cc7c1a565167c08_241)[1.](#ie93c87947e5646909cc7c1a565167c08_241) [](#ie93c87947e5646909cc7c1a565167c08_241)[Employee] [added: [1](#ic5c36f045fc7456185fd61e2116f03f7_238)[2](#ic5c36f045fc7456185fd61e2116f03f7_238)[. Employee] Benefit [removed: Plans](#ie93c87947e5646909cc7c1a565167c08_241)] [added: Plans](#ic5c36f045fc7456185fd61e2116f03f7_238)] | | | | | | [removed: [80](#ie93c87947e5646909cc7c1a565167c08_241)] [added: [89](#ic5c36f045fc7456185fd61e2116f03f7_238)] | | |

| [removed: [1](#ie93c87947e5646909cc7c1a565167c08_244)[2](#ie93c87947e5646909cc7c1a565167c08_244)[. Stock-Based Compensation](#ie93c87947e5646909cc7c1a565167c08_244)] [added: Stock-based compensation] | | | [added: —] | | | [removed: [85](#ie93c87947e5646909cc7c1a565167c08_244)] | | | [added: — | | | | | | 97 | | | | | | — | | | | | | — | | | | | | 97 | | | | | | — | | | | | | 97 | | |]

| [removed: [1](#ie93c87947e5646909cc7c1a565167c08_253)[5](#ie93c87947e5646909cc7c1a565167c08_253)[.] Accumulated [removed: Other Comprehensive Income (Loss)](#ie93c87947e5646909cc7c1a565167c08_253)] [added: other comprehensive income (loss)] | | | [added: 102] | | | [removed: [91](#ie93c87947e5646909cc7c1a565167c08_253)] | | | [added: (276) | | |]

| [removed: [1](#ie93c87947e5646909cc7c1a565167c08_256)[6](#ie93c87947e5646909cc7c1a565167c08_256)[.] Property, [removed: Plant,] [added: plant,] and [removed: Equipment](#ie93c87947e5646909cc7c1a565167c08_256)] [added: equipment] | | | [added: (230)] | | | [removed: [92](#ie93c87947e5646909cc7c1a565167c08_256)] | | | [added: (299) | | |]

| [removed: [1](#ie93c87947e5646909cc7c1a565167c08_268)[9](#ie93c87947e5646909cc7c1a565167c08_268)[. Transactions] [added: [19.](#ic5c36f045fc7456185fd61e2116f03f7_265) [Transactions] with Variable Interest [removed: Entities](#ie93c87947e5646909cc7c1a565167c08_268)] [added: Entities](#ic5c36f045fc7456185fd61e2116f03f7_265)] | | | | | | [removed: [97](#ie93c87947e5646909cc7c1a565167c08_268)] [added: [102](#ic5c36f045fc7456185fd61e2116f03f7_265)] | | |

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

| [Reports of Independent Registered Accounting [removed: Firm](#ie93c87947e5646909cc7c1a565167c08_190)] [added: Firm](#ic5c36f045fc7456185fd61e2116f03f7_280)] (PCAOB ID No. 34) | | | | | | [removed: [102](#ie93c87947e5646909cc7c1a565167c08_190)] [added: [107](#ic5c36f045fc7456185fd61e2116f03f7_280)] | | |

| (in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 15,351] [added: 16,603] | | | | | $ | [removed: 14,814] [added: 15,351] | | | | | $ | [removed: 14,057] [added: 14,814] | |

| Cost of sales | | | [removed: 6,822] [added: 7,604] | | | | | | [removed: 6,734] [added: 6,822] | | | | | | 6,734 | | |

| Gross profit | | | [removed: 8,529] [added: 8,999] | | | | | | [removed: 8,080] [added: 8,529] | | | | | | [removed: 7,323] [added: 8,080] | | |

| Selling, general, and administrative expenses | | | [removed: 5,013] [added: 5,351] | | | | | | [removed: 4,912] [added: 5,013] | | | | | | [removed: 4,645] [added: 4,912] | | |

| Impairment of goodwill | | | [removed: 306] [added: —] | | | | | | [removed: —] [added: 306] | | | | | | [removed: —] [added: —] | | |

| Impairment of [removed: other] intangible assets | | | [removed: 412] [added: 78] | | | | | | [removed: 2] [added: 412] | | | | | | [removed: 477] [added: 2] | | |

| Other operating [removed: expense (income),] [added: (income) expense,] net | | | [removed: 207] [added: (5)] | | | | | | [removed: (26)] [added: 207] | | | | | | [removed: (105)] [added: (26)] | | |

| Income from operations | | | [removed: 2,591] [added: 3,575] | | | | | | [removed: 3,192] [added: 2,591] | | | | | | [removed: 2,605] [added: 3,192] | | |

| Interest expense, net | | | [removed: 735] [added: 754] | | | | | | [removed: 496] [added: 735] | | | | | | [removed: 693] [added: 496] | | |

| Other [removed: (income) expense,] [added: expense (income),] net | | | [removed: (60)] [added: 134] | | | | | | [removed: (61)] [added: (58)] | | | | | | [removed: 14] [added: (61)] | | |

| Income before provision for income taxes | | | [removed: 1,914] [added: 2,687] | | | | | | [removed: 2,757] [added: 1,914] | | | | | | [removed: 1,719] [added: 2,757] | | |

| Provision for income taxes | | | [removed: 473] [added: 608] | | | | | | [removed: 576] [added: 473] | | | | | | [removed: 284] [added: 576] | | |

| Net [removed: income including non-controlling interest] [added: income] | | | [removed: 1,441] [added: $] | [added: 2,079] | | | | | [removed: 2,181] [added: $] | [added: 1,441] | | | | | [removed: 1,435] [added: $] | [added: 2,181] | |

| Net income | | | $ | [removed: 1,441] [added: 2,079] | | | | | $ | [removed: 2,181] [added: 1,441] | | | | | $ | [removed: 1,436] [added: 2,181] | |

| Basic | | | $ | [removed: 1.06] [added: 1.53] | | | | | $ | [removed: 1.56] [added: 1.06] | | | | | $ | [removed: 1.01] [added: 1.56] | |

| Diluted | | | [removed: 1.05] [added: 1.53] | | | | | | [removed: 1.55] [added: 1.05] | | | | | | [removed: 1.01] [added: 1.55] | | |

| Basic | | | [removed: 1,362.2] [added: 1,358.1] | | | | | | [removed: 1,399.3] [added: 1,362.2] | | | | | | [removed: 1,416.8] [added: 1,399.3] | | |

| Diluted | | | [removed: 1,368.3] [added: 1,362.8] | | | | | | [removed: 1,408.4] [added: 1,368.3] | | | | | | [removed: 1,428.5] [added: 1,408.4] | | |

| (in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net [removed: income including non-controlling interest] [added: income] | | | $ | [removed: 1,441] [added: 2,079] | | | | | $ | [removed: 2,181] [added: 1,441] | | | | | $ | [removed: 1,435] [added: 2,181] | |

| Foreign currency translation adjustments | | | [removed: (612)] [added: 401] | | | | | | [removed: 288] [added: (612)] | | | | | | [removed: (167)] [added: 288] | | |

| Net change in pension and post-retirement liability, net of tax of [removed: $—, $2,] [added: $0, $0,] and [removed: $3,] [added: $2,] respectively | | | [removed: —] [added: (2)] | | | | | | [removed: (4)] [added: —] | | | | | | [removed: (6)] [added: (4)] | | |

| [3. JDE Peet's Acquisition and Related Transactions](#ic5c36f045fc7456185fd61e2116f03f7_2453) | | | | | | [70](#ic5c36f045fc7456185fd61e2116f03f7_2453) | | |

| [4. Other Acquisitions](#ic5c36f045fc7456185fd61e2116f03f7_202) | | | | | | [71](#ic5c36f045fc7456185fd61e2116f03f7_202) | | |

| [7. Derivatives](#ic5c36f045fc7456185fd61e2116f03f7_223) | | | | | | [80](#ic5c36f045fc7456185fd61e2116f03f7_223) | | |

| [8. Leases](#ic5c36f045fc7456185fd61e2116f03f7_226) | | | | | | [83](#ic5c36f045fc7456185fd61e2116f03f7_226) | | |

| [9. Segments](#ic5c36f045fc7456185fd61e2116f03f7_229) | | | | | | [85](#ic5c36f045fc7456185fd61e2116f03f7_229) | | |

| [10. Net Sales](#ic5c36f045fc7456185fd61e2116f03f7_232) | | | | | | [88](#ic5c36f045fc7456185fd61e2116f03f7_232) | | |

| [11. Earnings per Share](#ic5c36f045fc7456185fd61e2116f03f7_235) | | | | | | [88](#ic5c36f045fc7456185fd61e2116f03f7_235) | | |

| [1](#ic5c36f045fc7456185fd61e2116f03f7_241)[3](#ic5c36f045fc7456185fd61e2116f03f7_241)[. Stock-Based Compensation](#ic5c36f045fc7456185fd61e2116f03f7_241) | | | | | | [93](#ic5c36f045fc7456185fd61e2116f03f7_241) | | |

| [1](#ic5c36f045fc7456185fd61e2116f03f7_244)[4](#ic5c36f045fc7456185fd61e2116f03f7_244)[.](#ic5c36f045fc7456185fd61e2116f03f7_244) [Equity Method](#ic5c36f045fc7456185fd61e2116f03f7_244) [Investments](#ic5c36f045fc7456185fd61e2116f03f7_244) | | | | | | [95](#ic5c36f045fc7456185fd61e2116f03f7_244) | | |

| [2](#ic5c36f045fc7456185fd61e2116f03f7_268)[0](#ic5c36f045fc7456185fd61e2116f03f7_268)[. Restructuring](#ic5c36f045fc7456185fd61e2116f03f7_268) | | | | | | [104](#ic5c36f045fc7456185fd61e2116f03f7_268) | | |

| [2](#ic5c36f045fc7456185fd61e2116f03f7_271)[1](#ic5c36f045fc7456185fd61e2116f03f7_271)[. Related Parties](#ic5c36f045fc7456185fd61e2116f03f7_271) | | | | | | [105](#ic5c36f045fc7456185fd61e2116f03f7_271) | | |

| [2](#ic5c36f045fc7456185fd61e2116f03f7_277)[2](#ic5c36f045fc7456185fd61e2116f03f7_277)[. Subsequent Events](#ic5c36f045fc7456185fd61e2116f03f7_277) | | | | | | [106](#ic5c36f045fc7456185fd61e2116f03f7_277) | | |

| Equity method investments | | | 1,660 | | | | | | 1,543 | | |

| Earnings of equity method investments | | | (81) | | | | | | (42) | | | | | | (33) | | |

| Investments in equity method investments | | | (1) | | | | | | (7) | | | | | | (316) | | |

| Repayment of term loan | | | (990) | | | | | | — | | | | | | — | | |

| Deferred financing charges paid | | | (134) | | | | | | (16) | | | | | | — | | |

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

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

| Balance as of December 31, 2025 | | | 1,358.7 | | | | | | $ | 14 | | | | | $ | 19,778 | | | | | $ | 5,622 | | | | | $ | 102 | | | | | $ | 25,516 | | | | | $ | — | | | | | $ | 25,516 | |

We reclassified certain current and prior period amounts within the Consolidated Statements of Income and Consolidated Statements of Cash Flows in order to conform to current year presentation.

These reclassifications had no impact on our net income or total cash, cash equivalents, restricted cash, and restricted cash equivalents, respectively.

| (in millions) | | | 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | 1,026 | | | | | $ | 510 | |

The following table summarizes our inventories:

| (in millions) | | | 2025 | | | | | | 2024 | | |

| Raw materials | | | $ | 706 | | | | | $ | 520 | |

| WIP | | | 8 | | | | | | 9 | | |

| Finished goods | | | 1,019 | | | | | | 770 | | |

In these cases, the third-party equity interest is referred to as non-controlling interest.

(1)We sold our investment in Vita Coco and recorded a realized gain of $34 million in the first quarter of 2025.

| | | | | | | GHOST | | |

| (in millions) | | | 2025 | | | | | | 2024 | | |

In the event that we determine that a commercial arrangement described above is more representative of a financing transaction, the payment obligation would be reclassified to structured payables.

The agreement permits us to utilize the third party to make a broad range of payments.

| (in millions) | | | 2025 | | | | | | 2024 | | |

| Prepaid expenses | | | $ | 334 | | | | | $ | 173 | |

| Other current assets | | | 484 | | | | | | 433 | | |

(1)We paid the termination fee related to the GHOST Transactions in full in the first quarter of 2025.

JDE Peet's Acquisition and Related Transactions

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

| [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_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) | | |

KEURIG DR PEPPER INC.

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

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

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

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

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

| Impairment of investments and note receivable | | | 2 | | | | | | — | | | | | | 12 | | |

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

| Less: Comprehensive income attributable to non-controlling interest | | | — | | | | | | — | | | | | | — | | |

| Comprehensive income attributable to KDP | | | $ | 850 | | | | | $ | 2,367 | | | | | $ | 1,590 | |

| Investments in unconsolidated affiliates | | | 1,543 | | | | | | 1,387 | | |

| Equity in (earnings) loss of unconsolidated affiliates | | | (42) | | | | | | (33) | | | | | | 5 | | |

| Impairment of investments and note receivable of unconsolidated affiliate | | | 2 | | | | | | — | | | | | | 12 | | |

| Proceeds from sale of investment in unconsolidated affiliates | | | — | | | | | | — | | | | | | 50 | | |

| Issuance of related party note receivable | | | — | | | | | | — | | | | | | (18) | | |

| Investments in unconsolidated affiliates | | | (7) | | | | | | (316) | | | | | | (962) | | |

(CONTINUED)

| Earned equity from distribution arrangements | | | 94 | | | | | | 44 | | | | | | — | | |

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

| Transaction costs included in accounts payable and accrued expenses | | | — | | | | | | 6 | | | | | | 8 | | |

| Conversion of note receivable to equity method investment | | | — | | | | | | — | | | | | | 6 | | |

| Non-cash purchases of intangibles | | | — | | | | | | — | | | | | | 19 | | |

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

| Balance as of December 31, 2021 | | | 1,418.1 | | | | | | $ | 14 | | | | | $ | 21,785 | | | | | $ | 3,199 | | | | | $ | (26) | | | | | $ | 24,972 | | | | | $ | — | | | | | $ | 24,972 | |

| Repurchases of common stock | | | (10.6) | | | | | | — | | | | | | (379) | | | | | | — | | | | | | — | | | | | | (379) | | | | | | — | | | | | | (379) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] 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 [removed: SEC’s] [added: SEC's] rules and forms and (ii) accumulated and communicated to management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

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: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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, [removed: “Financial] [added: "Financial] Statements and Supplementary [removed: Data,”] [added: Data,"] of this Annual Report on Form 10-K.

As of December 31, [removed: 2024,] [added: 2025,] 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.

On [removed: October 30, 2024, Bob] [added: December 10, 2025, Robert] Gamgort, [removed: our Executive Chairman,] [added: Chairman of the Board,] 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 [removed: 2,500,000] [added: 1,400,000] shares of KDP’s common stock until [removed: March] [added: January] 1, [removed: 2026.][added: 2027.]

During the fourth quarter of [removed: 2024,] [added: 2025,] no other directors or executive officers of KDP adopted, modified, or terminated any contract, [removed: instruction] [added: instruction,] or written plan for the purchase or sale of KDP securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any [removed: “non-Rule] [added: "non-Rule] 10b5-1 trading [removed: arrangement,”] [added: arrangement,"] as defined in Item 408 of Regulation S-K.

DEPARTURE OF CHAIRMAN OF THE BOARD OF DIRECTORS

On February 23, 2026, the Board accepted the resignation of Robert Gamgort as Chairman of the Board and a director of the Company, and the Board appointed Pamela Patsley, a current member of the Board, to serve as Chair of the Board, in each case, effective as of March 31, 2026.

Mr. Gamgort’s resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

Accordingly, the Board will reduce its size to ten members upon Mr. Gamgort's resignation.

Ms. Patsley has served as a member of the Board since July 2018 and served as Lead Independent Director of the Board since December 2024.

Ms. Patsley served as the Executive Chairman of MoneyGram International, Inc. from 2016 to 2018 and its Executive Chairman and Chief Executive Officer from 2009 to 2015.

Prior to joining the Board, Ms. Patsley served on the board of directors of Dr Pepper Snapple Group, Inc.

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: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

- Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

- Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

- Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

- Notes to Consolidated Financial Statements for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] and as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| [3.1](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv3w1.htm) | | | [added: | | |] Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. [removed: (filed as Exhibit 3.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on May 12, 2008) and incorporated herein by reference).] | | | [added: | | | 5/12/2008 | | | | | | 3.1 | | | | | | | | |]

| [3.2](https://www.sec.gov/Archives/edgar/data/1418135/000141813512000028/dps-ex32_2012630.htm) | | | [added: | | |] Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 [removed: (filed as Exhibit 3.2 to KDP's Quarterly Report on Form] [added: | | | | | |] 10-Q [removed: (filed on July 26, 2012) and incorporated herein by reference).] | | | [added: | | | 7/26/2012 | | | | | | 3.2 | | | | | | | | |]

| [3.3](https://www.sec.gov/Archives/edgar/data/1418135/000129993316002518/exhibit1.htm) | | | [added: | | |] Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 [removed: (filed as Exhibit 3.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on May 20, 2016) and incorporated herein by reference).] | | | [added: | | | 5/20/2016 | | | | | | 3.1 | | | | | | | | |]

| [3.4](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044357/a18-16509_3ex3d1.htm) | | | [added: | | |] Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 [removed: (filed as Exhibit 3.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on July 9, 2018) and incorporated herein by reference).] | | | [added: | | | 7/9/2018 | | | | | | 3.1 | | | | | | | | |]

| [removed: [3.5](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex35_20241231keurigdrp.htm)*] [added: [3.5](https://www.sec.gov/Archives/edgar/data/1418135/000141813525000013/kdp-ex35_20241231keurigdrp.htm)] | | | [added: | | |] Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, [removed: 2025.] [added: 2025] | | | [added: | | | 10-K | | | | | | 2/25/2025 | | | | | | 3.5 | | | | | | | | |]

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005005/y56861exv4w1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1418135/000095012309072823/d70522exv4w1.htm)] | | | [added: | | |] Indenture, dated [removed: April 30, 2008,] [added: as of December 15, 2009,] between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, [removed: N.A. (filed] [added: N.A.,] as [removed: Exhibit 4.1 to KDP's Current Report on Form] [added: trustee | | | | | |] 8-K [removed: (filed on May 1, 2008) and incorporated herein by reference).] | | | [added: | | | 12/23/2009 | | | | | | 4.1 | | | | | | | | |]

| [removed: [4.4](https://www.sec.gov/Archives/edgar/data/1418135/000095012308005530/y57446exv4w1.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex41sixthindenture.htm)] | | | [added: | | | Sixth] Supplemental Indenture, dated [removed: May 7, 2008,] [added: as of September 16, 2016,] among Dr Pepper Snapple Group, Inc., the [removed: subsidiary] guarantors [removed: named therein] [added: party thereto] and Wells Fargo Bank, N.A., as trustee [removed: (filed as Exhibit 4.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on May 12, 2008) and incorporated herein by reference).] | | | [added: | | | 9/16/2016 | | | | | | 4.1 | | | | | | | | |]

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1418135/000095012309058290/d69848exv4w9.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex41seventhindenture.htm)] | | | [removed: Third] [added: | | | Seventh] Supplemental Indenture, dated [removed: October 19, 2009, among 234DP Aviation, LLC,] as [removed: a subsidiary guarantor;] [added: of December 14, 2016, among] Dr Pepper Snapple Group, Inc., [added: the guarantors party thereto] and Wells Fargo Bank, N.A., as trustee [removed: (filed as Exhibit 4.9 to KDP's Quarterly Report on Form 10-Q (filed on November 5, 2009) and incorporated herein by reference).] | | | [added: | | | 8-K | | | | | | 12/14/2016 | | | | | | 4.1 | | | | | | | | |]

| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/1418135/000110465917006174/a17-3651_1ex4d1.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1418135/000110465917006174/a17-3651_1ex4d2.htm)] | | | [removed: Fourth] [added: | | | 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 [removed: Index)),] [added: Index),] Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the [removed: Indenture] [added: Indenture)] and Wells Fargo, National Bank, N.A., as trustee [removed: (filed as Exhibit 4.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on February 2, 2017) and incorporated herein by reference).] | | | [added: | | | 2/2/2017 | | | | | | 4.2 | | | | | | | | |]

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1418135/000095012309072823/d70522exv4w1.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex41fifthindenture.htm)] | | | [added: | | | Fifth Supplemental] Indenture, dated as of [removed: December 15, 2009, between] [added: November 9, 2015, among] Dr Pepper Snapple Group, [removed: Inc.] [added: Inc., the guarantors party thereto] and Wells Fargo Bank, N.A., as trustee [removed: (filed as Exhibit 4.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on December 23, 2009) and incorporated herein by reference).] | | | [added: | | | 11/10/2015 | | | | | | 4.1 | | | | | | | | |]

| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex41fifthindenture.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1418135/000141813517000031/a41ninthsupplementalindent.htm)] | | | [removed: Fifth] [added: | | | Ninth] Supplemental Indenture, dated as of [removed: November 9, 2015,] [added: June 15, 2017,] among Dr Pepper Snapple Group, Inc., the guarantors party [removed: thereto] [added: thereto,] and Wells Fargo Bank, N.A., as trustee [removed: (filed as Exhibit 4.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on November 10, 2015) and incorporated herein by reference).] | | | [added: | | | 6/15/2017 | | | | | | 4.1 | | | | | | | | |]

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex42formof2025notes.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1418135/000141813515000043/ex43formof2045notes.htm)] | | | [removed: 3.40%] [added: | | | 4.50%] Senior Note due [removed: 2025] [added: 2045] (in global form), dated November 9, 2015, in the principal amount of [removed: $500,000,000 (filed as Exhibit 4.2 to KDP's Current Report on Form] [added: $250,000,000 | | | | | |] 8-K [removed: (filed on November 10, 2015) and incorporated herein by reference).] | | | [added: | | | 11/10/2015 | | | | | | 4.3 | | | | | | | | |]

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex41sixthindenture.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1418135/000110465918044358/a18-16509_2ex4d8.htm)] | | | [removed: Sixth] [added: | | | Seventh] Supplemental Indenture, dated as of [removed: September 16, 2016,] [added: July 9, 2018,] among [added: Keurig] Dr Pepper [removed: Snapple Group,] Inc., the [added: subsidiary] guarantors [removed: party thereto] [added: thereto,] and Wells Fargo Bank, N.A., as trustee [removed: (filed as Exhibit 4.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on September 16, 2016) and incorporated herein by reference).] | | | [added: | | | 7/9/2018 | | | | | | 4.8 | | | | | | | | |]

| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex42formof2026notes.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000079/ex42formof2026notes.htm)] | | | [added: | | |] 2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 [removed: (filed as Exhibit 4.2 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on September 16, 2016) and incorporated herein by reference).] | | | [added: | | | 9/16/2016 | | | | | | 4.2 | | | | | | | | |]

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1418135/000141813516000103/ex41seventhindenture.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1418135/000119312522115217/d294206dex41.htm)[19](https://www.sec.gov/Archives/edgar/data/1418135/000119312522115217/d294206dex41.htm)] | | | [removed: Seventh] [added: | | | Twelfth] Supplemental Indenture, dated as of [removed: December 14, 2016,] [added: April 22, 2022,] among [added: Keurig] Dr Pepper [removed: Snapple Group,] Inc., the guarantors party thereto and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] N.A., as trustee [removed: (filed as Exhibit 4.1 to KDP's Current Report on Form] [added: | | | | | |] 8-K [removed: (filed on December 14, 2016) and incorporated herein by reference).] | | | [added: | | | 4/22/2022 | | | | | | 4.1 | | | | | | | | |]