10-K – 2026-02-24 – kdp-20251231.htm

(in millions) 2026 2027 2028 2029 2030 2031-2035
Estimated future benefit payments $ 15   $ 13   $ 13   $ 14   $ 14   $ 75  

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Actuarial Assumptions
Our pension expense was calculated based upon a number of actuarial assumptions including discount rates, retirement age, mortality rates, and expected long-term rate of return on plan assets for pension benefits.
The following information is provided for our U.S. defined benefit pension plans, as our foreign defined benefit pension plans are not material to our consolidated financial statements.
The discount rate that was utilized for determining our projected benefit obligations as of December 31, 2025 and 2024, as well as projected 2026 net periodic benefit cost, for U.S. plans was selected based upon an interest rate yield curve. The yield curve is constructed based on the yields of a large number of U.S. AA rated bonds as of December 31 , 2025 . The population of bonds utilized to calculate the discount rate includes those having an average yield between the 10th and 90th percentiles. Projected cash flows from the U.S. plans are then matched to spot rates along that yield curve in order to determine their present value and a single equivalent discount rate is calculated that produces the same present value as the spot rates.
Expected mortality is a key assumption in the measurement for pension benefit obligations. For our U.S. plans, we used the Pri-2012 mortality tables and the Mortality Improvement Scale MP-2021, published by the Society of Actuaries' Retirement Plans Experience Committee, for the years ended December 31, 2025 and 2024.
The following table summarizes the weighted-average actuarial assumption used to determine benefit obligations at the plan measurement dates for U.S. plans:

December 31,
2025 2024
Discount rate 5.35   % 5.60   %

The following table summarizes the weighted-average actuarial assumptions used to determine the net periodic benefit costs for U.S. plans:

For the Year Ended December 31,
2025 2024 2023
Discount rate 5.35   % 5.60   % 5.10   %

Expected long-term rate of return 5.00   % 4.95   % 4.75   %

For the years ended December 31, 2025, 2024, and 2023, the expected long-term rate of return on U.S. pension fund assets held by our pension trusts was determined based on several factors, including the impact of active portfolio management and projected long-term returns of broad equity and bond indices. The plans' historical returns were also considered.
Investment Policy and Strategy
We have established formal investment policies for the assets associated with our U.S. defined benefit pension plans. Our investment policy and strategy are mandated by our Investment Committee. The overriding investment objective is to provide for the availability of funds for pension obligations as they become due, to maintain an overall level of financial asset adequacy, and to maximize long-term investment return consistent with a reasonable level of risk. We actively manage the investments in our portfolio, with periodic review of investment performance both by investment manager and asset class, as well as review of overall market conditions and consideration of our long-term investment objectives. The investments under our sponsored pension plan assets are currently well diversified. The plans' asset allocation policy is reviewed at least annually. Factors considered when determining the appropriate asset allocation include changes in plan liabilities, an evaluation of market conditions, tolerance for risk and cash requirements for benefit payments.
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As of December 31, 2025 and 2024, we were in compliance with the investment policy for our U.S. defined benefit pension, which allows for a varying asset allocation dependent on each plan's funded status, as follows:

Target Allocation
Return-seeking (1)
40 - 60 %

Liability-hedging (2)
40 - 60 %

(1) Return-seeking assets generally consist of common collective trust funds comprised of equity securities, liquid alternatives, and fixed income securities.
(2) Liability-hedging assets consist of common collective trust funds comprised of a mix of fixed income securities and hedging instruments aimed to achieve a target interest rate.
FAIR VALUE OF THE PENSION ASSETS
Assets contributed by us to our pension plans become the property of the individual plans. Even though we no longer have control over these assets, we are indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts our future net periodic benefit cost, as well as amounts recognized in the Consolidated Balance Sheets. As such, we use a variety of valuation techniques depending on the type of instrument in order to measure the fair value of assets held by our pension plans.
The following table presents the total fair value of major categories of the pension plan assets for the years ended December 31, 2025 and 2024:

December 31,
(in millions) Fair Value Hierarchy Level
2025 2024
Cash and cash equivalents Level 1 $ 3   $ 23  
Investments measured at NAV (1)
N/A 128   104  
Total fair value of plan assets $ 131   $ 127  

(1) Primarily consists of common collective trust funds, which are valued using NAV as a practical expedient.
PRMB PLANS
We have several non-contributory defined benefit PRMB plans, each having a measurement date of December 31. The majority of these PRMB plans have been frozen. To participate in the defined benefit plans, eligible employees must have been employed by KDP for at least one year. The PRMB plans are limited to qualified expenses and are subject to deductibles, co-payment provisions, and other provisions. Our PRMB plans are not significant to the consolidated financial statements as of December 31, 2025 and 2024.
MULTI-EMPLOYER PLANS
We participate in several multi-employer plans, which are trustee-managed multi-employer defined benefit pension plans for union-represented employees under certain collective bargaining agreements. The risks of participating in these multi-employer plans are different from single-employer plans, as assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. Additionally, if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
Contributions paid into the multi-employer plans are expensed as incurred. Multi-employer plan expenses were $ 8  million, $ 11 million, and $ 6 million for each of the years ended December 31, 2025, 2024, and 2023, respectively.
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Individually Significant Multi-Employer Plan
We participate in one multi-employer plan, Central States, which is considered to be individually significant. The following table presents information about Central States as of December 31 , 2025 :

Plan's employer identification number 36-6044243
Plan number 001
Expiration dates of collective bargaining agreements (1)
May 6, 2026 through March 1, 2028
Financial Improvement Plan/Rehabilitation Plan status pending/implemented Implemented
Pension Protection Act zone status Critical
Surcharge imposed Yes

(1) Central States includes six collective bargaining agreements as of December 31 , 2025 . The largest agreement, which is set to expire February 28, 2027, covers approximately 59 % of the employees included in Central States. One of the collective bargaining agreements is set to expire during 2026, covering approximately 10 % of the employees included in Central States.
The most recent Pension Protection Act zone status available as of December 31 , 2025 is for the plan's year-end as of December 31, 2024. Central States has not utilized any extended amortization provisions that affect the calculation of the zone status.
Our contributions to Central States did not exceed 5% of the total contributions made to Central States for the years ended December 31, 2025, 2024, and 2023.
Future estimated contributions to Central States based on the number of covered employees and the terms of the collective bargaining agreements are as follows:

(in millions) 2026 2027 2028 2029 2030
Future estimated contributions to Central States $ 2   $ 2   $ 2   $ 2   $ 2  

DEFINED CONTRIBUTION PLANS
We sponsor various qualified defined contribution plans that cover U.S. and foreign based employees who meet certain eligibility requirements. The U.S. plans permit both pre-tax and after-tax contributions, which are subject to limitations imposed by IRS regulations. We make matching contributions and discretionary profit sharing contributions to these plans. We incurred contribution expense of $ 69 million, $ 67 million, and $ 64 million to the defined contribution plans for the years ended December 31, 2025, 2024, and 2023, respectively.
We also sponsor a non-qualified defined contribution plan for certain employees which is maintained in a rabbi trust and is not readily available to us. The fair value of the securities within this plan was $ 33 million as of both December 31, 2025 and 2024. There were $ 4 million, $ 4 million, and $ 6 million in gains associated with these trading securities during the years ended December 31, 2025, 2024, and 2023, respectively.

13. Stock-Based Compensation
The components of stock-based compensation expense are presented below:

For the Year Ended December 31,
(in millions) 2025 2024 2023
Total stock-based compensation expense $ 97   $ 98   $ 116  
Income tax benefit ( 18 ) ( 16 ) ( 19 )
Stock-based compensation expense, net of tax $ 79   $ 82   $ 97  

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DESCRIPTION OF STOCK-BASED COMPENSATION PLAN
The 2019 Incentive Plan, under which employees and non-employee directors can be granted stock options, stock appreciation rights, stock awards, RSUs, and PSUs, was adopted in 2019 and expires in 2029. This incentive plan provides for the issuance of up to an aggregate of 27,425,720 shares of our common stock in stock-based compensation awards.
RSUs generally vest on the following schedule:

Period Granted Vesting Terms

RSUs granted in 2020 through 2024 5 -year term with graded vesting as follows:
0% in year 1, 0% in year 2, 60% in year 3, 20% in year 4, 20% in year 5

RSUs granted in 2025 4 -year term with ratable vesting

However, from time to time, we grant RSUs outside of the normal grant cycle which have different terms and vesting conditions. For all RSU grants, we recognize the expense ratably over the vesting period.
RESTRICTED SHARE UNITS
The table below summarizes RSU activity:

  RSUs
Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions)
Balance as of December 31, 2024 12,488,799   $ 29.70   2.0 $ 401  
Granted 5,040,348   29.93  
Vested and released ( 2,930,040 ) 30.40   96  
Forfeited ( 1,478,270 ) 29.84  
Balance as of December 31, 2025 13,120,837   29.62   1.8 368  

The weighted average grant date fair value for RSUs granted for the years ended December 31, 2025, 2024, and 2023 was $ 29.93 , $ 26.66 , and $ 30.60 , respectively. The aggregate fair value of the RSUs vested and released for the years ended December 31, 2025, 2024, and 2023 was $ 89 million, $ 165 million, and $ 134 million, respectively.
As of December 31 , 2025 , there was $ 187 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of 2.8 years.
PERFORMANCE SHARE UNITS
In March 2025, the Remuneration & Nomination Committee of the Board approved PSU grants. Each PSU represents the right to receive one share of our common stock. The PSUs vest 3 years from the grant date, to the extent that the performance metrics are achieved during a predetermined performance period. The performance metrics include net sales growth and adjusted diluted EPS growth, as defined in the respective grant agreement, and are measured on a constant currency basis. The payout percentage for all PSUs granted ranges from 0% to 200%. Beginning in 2025, the fair value of PSUs is determined based on the number of units granted and the grant date price of common stock.
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The table below summarizes PSU activity :

  PSUs
Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions)
Balance as of December 31, 2024
—   $ —   0.0 $ —  
Granted 464,354   30.61  
Vested and released —   —   —  
Forfeited or expired ( 17,536 ) 30.71  
Balance as of December 31 , 2025
446,818   30.60   2.2 13  

As of December 31 , 2025 , there was $ 10 million of unrecognized compensation cost related to unvested PSUs that is expected to be recognized over a weighted average period of 2.2 years.

14. Equity Method Investments
The following table summarizes our equity method investments:

December 31,
(in millions) 2025 2024
Nutrabolt (1)
$ 1,168   $ 1,097  
Chobani (2)
359   313  
Tractor (3)
52   56  
Athletic Brewing (4)
53   47  
Other 28   30  
Total equity method investments $ 1,660   $ 1,543  

(1) We hold a 35.8 % interest on an as-converted basis in Nutrabolt, consisting of 30.4 % in Class A preferred shares acquired through our initial investment, which are treated as in-substance common stock, and 5.4 % in Class B common shares earned through the achievement of certain milestones included in the distribution agreement with Nutrabolt.
(2) We hold a 5.9 % interest in Chobani, reflecting additional equity interests issued through the achievement of certain milestones included in the distribution agreement with Chobani.
(3) We hold a 21.9 % interest in Tractor.
(4) We hold a 11.7 % interest in Athletic Brewing, reflecting additional equity interests received in the first quarter of 2025 in accordance with our investment agreement. This earned equity is recorded in Other expense (income), net in the Consolidated Statements of Income.
Nutrabolt Investment
Our interest in preferred units earns the greater of (i) a 5 % annual coupon on the preferred equity units plus any accretion for amounts not yet paid or (ii) our share of Nutrabolt's earnings as if our preferred equity was converted into common units. We recorded preferred dividends of $ 49  million, $ 46  million, and $ 44 million during the years ended December 31, 2025, 2024, and 2023, respectively, which increased the investment balance for Nutrabolt.

15. Income Taxes
Income before provision for income taxes was as follows:

For the Year Ended December 31,
(in millions) 2025 2024 2023
U.S. $ 1,289   $ 696   $ 1,665  
Foreign 1,398   1,218   1,092  
Total $ 2,687   $ 1,914   $ 2,757  

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The provision for income taxes has the following components:

For the Year Ended December 31,
(in millions) 2025 2024 2023
Current:
Federal $ 255   $ 377   $ 270  
State 68   108   117  
Foreign 240   242   193  
Total current provision $ 563   $ 727   $ 580  

Deferred:
Federal $ 10   $ ( 199 ) $ 31  
State 13   ( 55 ) 2  
Foreign 22   —   ( 37 )
Total deferred provision 45   ( 254 ) ( 4 )
Total provision for income taxes $ 608   $ 473   $ 576  

The following tables reconcile the provision for income taxes computed at the U.S. federal statutory tax rate to the provision for income taxes reported in the Consolidated Statements of Income:

For the Year Ended December 31, 2025

($ in millions) Amount Percentage
Statutory federal income tax rate $ 564   21.0   %
State income taxes, net (1)
59   2.2  
Impact of foreign operations
Ireland
Statutory tax rate difference between Ireland and U.S. ( 71 ) ( 2.6 )
Other 20   0.7  

Other foreign jurisdictions 21   0.8  

Effect of cross-border tax laws 9   0.3  

Tax credits ( 28 ) ( 1.0 )

Nontaxable or nondeductible items 12   0.4  
Changes in unrecognized tax benefits 22   0.8  

Total provision for income taxes $ 608   22.6   %

(1) California, Tennessee, New Jersey, Florida, Illinois, and Texas comprise more than 50% of State income taxes, net.
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For the Year Ended December 31,
2024 2023
Statutory federal income tax rate 21.0   % 21.0   %
State income taxes, net 2.1   3.2  
Impact of foreign operations ( 1.4 ) ( 1.7 )
Tax credits ( 6.2 ) ( 3.7 )
Valuation allowance for deferred tax assets 0.6   —  
U.S. taxation of foreign earnings 5.1   3.0  
Goodwill impairment 2.7   —  
Deferred rate change ( 0.4 ) ( 0.3 )
Uncertain tax positions —   0.1  
U.S. federal provision to return 0.2   —  
Excess tax deductions on stock-based compensation ( 0.2 ) ( 0.3 )
Other 1.2   ( 0.4 )
Effective tax rate 24.7   % 20.9   %

Deferred tax assets and liabilities were comprised of the following:

  December 31,
(in millions) 2025 2024
Deferred tax assets:
Operating lease liability $ 236   $ 229  
Net operating losses carryforwards 24   30  
Tax credit carryforwards 5   10  
Accrued expenses 152   154  
Research and development capitalization 45   94  
Accrued termination fees 52   56  

Other 84   107  
Total deferred tax assets 598   680  
Valuation allowances ( 24 ) ( 25 )
Total deferred tax assets, net of valuation allowances $ 574   $ 655  
Deferred tax liabilities:
Brands, trade names and other intangible assets $ ( 5,540 ) $ ( 5,486 )
Property, plant, and equipment ( 230 ) ( 299 )
Right of use assets ( 234 ) ( 224 )

Other ( 60 ) ( 42 )
Total deferred tax liabilities ( 6,064 ) ( 6,051 )
Net deferred tax liabilities $ ( 5,490 ) $ ( 5,396 )

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CASH PAID FOR INCOME TAXES
For the year ended December 31, 2025, our cash paid for income taxes, net of refunds received, consisted of the following:

(in millions) For the Year Ended December 31, 2025

U.S.
Federal $ 103  
State 95  
Foreign
Mexico 103  
Ireland 102  
Canada 31  

Other foreign jurisdictions 26  
Total cash paid for income taxes, net of refunds received
$ 460  

We paid $ 331 million and $ 507 million in cash for income taxes, net of refunds received, during the years ended December 31, 2024 and 2023, respectively.
CARRYFORWARDS
As of December 31 , 2025 and 2024, we had $ 24 million and $ 30  million, respectively, in tax-effected net operating loss carryforwards. Of the $ 24 million of net operating loss carryforwards as of December 31 , 2025 , $ 21 million will not expire, $ 1 million related to state income tax will begin to expire in 2027, and the remaining $ 2 million related to foreign income tax will begin to expire in the year 2035.
As of December 31 , 2025 and 2024, we had $ 5 million and $ 10 million of credit carryforwards, respectively. As of December 31 , 2025 , the $ 5 million of state tax credit carryforwards will begin to expire in the year 2027.
VALUATION ALLOWANCES
For the year ended December 31 , 2025 , the changes in our valuation allowances were insignificant.
UNDISTRIBUTED FOREIGN EARNINGS
An actual repatriation from our foreign subsidiaries could still be subject to additional foreign withholding taxes. We have analyzed our global working capital and cash requirements and continue to be indefinitely reinvested in our undistributed earnings, except for amounts in excess of our working capital and cash requirements. We have recorded any potential withholding tax liabilities, if necessary, attributable to repatriation.
OTHER TAX MATTERS
We file income tax returns for U.S. federal purposes and in various state jurisdictions. We also file income tax returns in various foreign jurisdictions, principally Canada, Ireland, Mexico, and Singapore. The U.S. and most state income tax returns for years prior to 2020 are closed to examination by applicable tax authorities. Canadian and Mexican income tax returns are generally open for audit for tax years 2020 and forward, and Ireland income tax returns are open for audit for tax years 2021 and forward.
Certain taxpayers may elect to transfer an eligible credit to an unrelated transferee taxpayer where the transferee taxpayer is then able to use the transferred tax credit against its own taxable income. During the years ended December 31, 2025, 2024, and 2023, we executed agreements with eligible taxpayers to purchase federal tax credits of $ 266  million, $ 260 million, and $ 270 million, respectively, which will be used against our federal tax liability. The discounts negotiated for the transfer of eligible federal tax credits of $ 23  million, $ 20 million, and $ 16 million were recorded as an income tax benefit in the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023, respectively.
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On July 4, 2025, the OBBB was signed into law in the U.S., which includes a broad range of tax reform provisions. The OBBB resulted in no significant impacts to our consolidated financial statements.
UNRECOGNIZED TAX BENEFITS
The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits:

For the Year Ended December 31,
(in millions) 2025 2024 2023
Balance, beginning of the period $ 12   $ 13   $ 15  
Increases related to tax positions taken during the current year 3   2   3  
Increases (decreases) related to tax positions taken during the prior year 17   ( 1 ) ( 2 )

Decreases related to lapse of applicable statute of limitations —   ( 2 ) ( 3 )
Balance, end of the period $ 32   $ 12   $ 13  

The total amount of unrecognized tax benefits that would reduce the effective tax rate if recognized is $ 28  million after considering the federal impact of state income taxes.
We accrue interest and penalties on our uncertain tax positions as a component of our provision for income taxes. We recognized $ 5 million, $ 1 million, and $ 1 million of expense related to interest and penalties for uncertain tax positions for each of the years ended December 31, 2025, 2024, and 2023, respectively. We had a total of $ 9  million and $ 3 million accrued for interest and penalties for our uncertain tax positions reported as part of other non-current liabilities as of both December 31, 2025 and 2024.

16. Accumulated Other Comprehensive Income (Loss)
The following table provides a summary of changes in AOCI, net of taxes:

(in millions) Foreign Currency Translation Pension and PRMB Liabilities Cash Flow Hedges Total
Balance as of December 31, 2022
$ ( 86 ) $ ( 10 ) $ 225   $ 129  
Other comprehensive income (loss) 288   ( 5 ) ( 41 ) 242  
Amounts reclassified from AOCI —   1   ( 57 ) ( 56 )
Total other comprehensive income (loss) 288   ( 4 ) ( 98 ) 186  
Balance as of December 31, 2023
202   ( 14 ) 127   315  
Other comprehensive (loss) income ( 612 ) ( 1 ) 33   ( 580 )
Amounts reclassified from AOCI —   1   ( 12 ) ( 11 )
Total other comprehensive (loss) income ( 612 ) —   21   ( 591 )
Balance as of December 31, 2024
( 410 ) ( 14 ) 148   ( 276 )
Other comprehensive income (loss) 401   ( 3 ) 2   400  
Amounts reclassified from AOCI —   1   ( 23 ) ( 22 )
Total other comprehensive income (loss) 401   ( 2 ) ( 21 ) 378  
Balance as of December 31, 2025
$ ( 9 ) $ ( 16 ) $ 127   $ 102  

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The following table presents the amount of losses (gains), net, reclassified from AOCI into the Consolidated Statements of Income:

For the Year Ended December 31,
(in millions) Income Statement Caption 2025 2024 2023
Pension and PRMB liabilities SG&A expenses $ 1   $ 2   $ 1  
Income tax benefit —   ( 1 ) —  
Total, net of tax $ 1   $ 1   $ 1  

Cash flow hedges:
Interest rate contracts (1)
Interest expense, net $ ( 13 ) $ ( 12 ) $ ( 74 )
FX contracts Cost of sales ( 17 ) ( 3 ) —  
Total ( 30 ) ( 15 ) ( 74 )
Income tax expense 7   3   17  
Total, net of tax $ ( 23 ) $ ( 12 ) $ ( 57 )

(1) Amounts reclassified from AOCI into interest expense during the year ended December 31, 2023 include the realized gains associated with the termination of forward starting swaps designated as cash flow hedges of approximately $ 66 million.

17. Property, Plant, and Equipment
Property, plant, and equipment, net consisted of the following:

December 31,
(in millions) 2025 2024
Land $ 57   $ 58  
Buildings and improvements 912   825  
Machinery and equipment 3,862   3,290  
Cold drink equipment 170   142  
Software 543   517  
Construction-in-progress 289   384  
Property, plant, and equipment, gross 5,833   5,216  
Less: accumulated depreciation ( 2,603 ) ( 2,252 )
Property, plant, and equipment, net $ 3,230   $ 2,964  

The following table summarizes the location of depreciation expense within the Consolidated Statements of Income:

For the Year Ended December 31,
(in millions) 2025 2024 2023
Cost of sales $ 246   $ 234   $ 231  
SG&A expenses 209   188   171  
Total depreciation expense $ 455   $ 422   $ 402  

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18. Commitments and Contingencies
We are occasionally subject to litigation or other legal proceedings. We accrue for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated, and such accruals were $ 3 million and $ 2 million as of December 31, 2025 and 2024, respectively. We have also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. We do not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on our results of operations, financial condition, or liquidity.
ANTITRUST LITIGATION
In February 2014, TreeHouse Foods, Inc. and certain affiliated entities filed suit against our wholly-owned subsidiary, Keurig (formerly known as Green Mountain Coffee Roasters, Inc.), in the U.S. District Court for the Southern District of New York ("SDNY") (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al.). The TreeHouse complaint asserted claims under the federal antitrust laws and various state laws, contending that Keurig had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The TreeHouse complaint sought treble monetary damages, declaratory relief, injunctive relief and attorneys' fees. In the months that followed, a number of additional actions, including claims from another coffee manufacturer (JBR, Inc.), as well as putative class actions on behalf of direct and indirect purchasers of Keurig's products, were filed in various federal district courts, asserting claims and seeking relief substantially similar to the claims asserted and relief sought in the TreeHouse complaint. Additional similar actions were filed by individual direct purchasers (including McLane Company, Inc., BJ's Wholesale Club, Inc., Winn-Dixie Stores Inc. and Bi-Lo Holding LLC) in 2019 and in 2021. All of these actions were transferred to the SDNY for coordinated pre-trial proceedings (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation) (the "Multidistrict Antitrust Litigation").
In July 2020, Keurig reached an agreement with one of the plaintiff groups in the Multidistrict Antitrust Litigation, the putative indirect purchaser class, to settle the claims asserted for $ 31  million. The settlement class consisted of individuals and entities in the United States that purchased, from persons other than Keurig and not for purposes of resale, Keurig manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The settlement was approved and paid, and the indirect purchasers' claims have been dismissed.
In October 2025, the SDNY court denied the direct purchasers plaintiffs' motion for class certification. While the court’s order does not preclude individual purchasers from pursuing their own direct claims, the court found that the plaintiffs did not meet the federal requirements to pursue their case on a classwide basis. The direct purchaser plaintiffs have filed a petition with the United States Court of Appeals for the Second Circuit, seeking to appeal the SDNY court’s decision.

Discovery in all remaining matters pending in the Multidistrict Antitrust Litigation is concluded, with the plaintiffs (which no longer include the purported direct purchaser class) collectively claiming approximately $ 1.5  billion of monetary damages. Keurig strongly disputes the merits of the claims and the calculation of damages. Keurig has fully briefed summary judgment motions that, if successful, would end the cases entirely.
Keurig intends to continue vigorously defending the remaining lawsuits. At this time, we are unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on us or our operations. Accordingly, we have not accrued for a loss contingency. Additionally, as the timelines in these cases may be beyond our control, we can provide no assurance as to whether or when there will be material developments in these matters.
ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS
We operate many manufacturing, bottling, and distribution facilities. In these and other aspects of our business, we are subject to a variety of federal, state, and local environmental, health, and safety laws and regulations. We maintain environmental, health, and safety policies and a quality environmental, health, and safety program designed to ensure compliance with applicable laws and regulations. However, the nature of our business exposes us to the risk of claims with respect to environmental, health, and safety matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims.
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The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as the Superfund law, as well as similar state laws, generally impose joint and several liability for cleanup and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. We were notified by the Environmental Protection Agency that we are a potentially responsible party for study and cleanup costs at Superfund sites in New Jersey and in Michigan. Investigation and remediation costs are yet to be determined, therefore no reasonable estimate exists on which to base a loss accrual.

PRODUCT WARRANTIES
We offer a one year warranty on all Keurig brewing systems. We provide for the estimated cost of product warranties, primarily using historical information and current repair or replacement costs, at the time product revenue is recognized. Product warranties are included in accrued expenses in the accompanying Consolidated Balance Sheets.

(in millions) Accrued Product Warranties
Balance as of December 31, 2023 $ 11  
Accruals for warranties issued 14  
Settlements ( 15 )
Balance as of December 31, 2024 10  
Accruals for warranties issued 8  
Settlements ( 12 )
Balance as of December 31, 2025 $ 6  

19. Transactions with Variable Interest Entities
EQUITY METHOD INVESTMENTS WHICH QUALIFY AS VIES
Certain of our equity investments are in entities which qualify as VIEs. We have determined that we are not the primary beneficiary of these VIEs and therefore are not required to consolidate them, as the primary shareholder of each respective VIE has control over the board and decision-making for the activities that most significantly impact the VIE's economic performance, including sales, marketing, and operations. As of December 31, 2025 and 2024, our investments in Nutrabolt and Chobani represent investments in entities which qualify as VIEs but for which we are not the primary beneficiary. We have no obligation to provide additional funding to these VIEs, and thus our maximum exposure and risk of loss related to these VIEs is limited to the carrying value of our investment. Refer to Note 14 for the carrying value of these investments.
OTHER TRANSACTIONS WITH VIES
We have a number of leasing arrangements and one licensing arrangement with special purpose entities for which we are not the primary beneficiary, as we have limited power based on the contractual agreements to direct the activities that most significantly impact the VIEs' performance.
Leasing Arrangements
As of December 31 , 2025 , we have entered into sixteen lease transactions with VIEs. Each lease has an RVG based on a percentage of the VIEs' purchase price; however, we concluded it was not probable that we will owe an amount at the end of each individual lease term, as the fair values of the properties are not expected to fall below the RVGs at the end of each individual lease term. As such, we recorded each lease obligation excluding the associated RVG. The aggregate maximum undiscounted RVG associated with the leasing arrangements was $ 653  million and $ 652  million as of December 31, 2025 and 2024, respectively. This aggregate maximum value assumes that the fair value of each property at the end of either the original lease term or renewal term is equal to zero, which we have concluded is not probable.
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KEURIG DR PEPPER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The following table provides the carrying amounts of the right-to-use assets and lease obligations recorded in the Consolidated Balance Sheets associated with these leasing arrangements related to the VIEs as of December 31, 2025 and 2024:

December 31,
(in millions) 2025 2024

Non-current assets $ 361   $ 386  
Current liabilities 26   24  
Non-current liabilities 351   376  

The leasing agreements included as of December 31, 2025 and 2024 include nine manufacturing sites, five distribution centers, one multipurpose property, and our Frisco, Texas headquarters.
Licensing Arrangement
ABC, a wholly-owned subsidiary of ours, has provided a guarantee in connection with its distribution agreement with the Veyron SPEs to be paid only in the event the Veyron SPEs sell specific distribution rights and the value of those distribution rights does not exceed $ 142 million, which is the maximum undiscounted amount that we could pay under the RVG. All obligations with respect to the guarantee will cease upon termination of the distribution agreement, which would occur upon notice by ABC not to renew the distribution agreement, us no longer being investment grade at the end of the term, or the sale of the distribution rights by the Veyron SPEs. As of December 31 , 2025 , we have not recorded a liability as it is not probable that we will have to make any payments required under the RVG, as the fair value of the distribution rights is not expected to fall below $ 142 million over the term of the agreement.
As of December 31 , 2025 , we had $ 77 million in fixed service fee commitments related to the 15-year distribution agreement, which was effective on December 28, 2020, with the Veyron SPEs. These commitments were used to assist the Veyron SPEs in obtaining financing. Such fixed service fee payments began on January 1, 2021.
Fixed service fees over the next five years are expected to be as follows:

For the Years Ending December 31,
(in millions) 2026 2027 2028 2029 2030
Fixed service fees $ 7   $ 8   $ 8   $ 8   $ 7  

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KEURIG DR PEPPER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

20. Restructuring
RESTRUCTURING PROGRAMS
Network Optimization
In March 2024, we announced a restructuring program designed to more effectively and efficiently meet the needs of consumers and customers. Our restructuring program includes the closure of certain facilities and other costs intended to optimize our manufacturing and distribution footprint throughout our operations.
The restructuring program is expected to incur pre-tax restructuring charges in an estimated range of $ 170  million to $ 190  million through 2026, primarily comprised of asset related costs.
2023 CEO Succession and Associated Realignment
In 2023, we began to implement succession planning for our CEO, including a realignment of our executive and operating leadership team, in order to reinforce enterprise capabilities to support growth and to control costs. The program is expected to incur charges of approximately $ 80 million, primarily driven by severance costs, which were substantially completed as of December 31, 2024, and the sign-on bonus for our CEO.
RESTRUCTURING CHARGES
Restructuring and integration expenses for the defined programs during the periods presented were as follows:

Year Ended December 31,
(in millions) 2025 2024 2023
2024 Network Optimization $ 62   $ 51   $ —  
2023 CEO Succession and Associated Realignment 1   40   35  
Total restructuring charges $ 63   $ 91   $ 35  

RESTRUCTURING LIABILITIES
Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses in the consolidated financial statements. Restructuring liabilities, primarily consisting of workforce reduction costs, were as follows:

(in millions) Restructuring Liabilities
Balance as of December 31, 2023 $ 27  
Charges to expense 34  
Cash payments ( 17 )

Balance as of December 31, 2024 44  
Charges to expense ( 6 )
Cash payments ( 30 )

Balance as of December 31, 2025 $ 8  

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KEURIG DR PEPPER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

21. Related Parties
IDENTIFICATION OF RELATED PARTIES
JAB
Prior to February 28, 2025, JAB held a significant but non-controlling interest in KDP and representation on our Board. JAB and its affiliates also hold investments in a number of other companies that have commercial relationships with us. These commercial relationships may take the form of our purchase of raw materials, our license of the companies' trademarks for use in the manufacturing of K-Cup pods, our sale of products for resale to retail customers, or our manufacture or distribution of products to, or on behalf of, these companies. Prior to February 28, 2025, JAB and its affiliates were included in our disclosures of related party transactions.
On February 28, 2025, JAB BevCo B.V., a subsidiary of JAB, sold 87 million shares of our common stock through an underwritten secondary offering. Following this sale, JAB beneficially owned less than 10% of our outstanding common stock and the members of the Board affiliated with JAB resigned. Effective February 28, 2025, these disclosures are no longer applicable to JAB and its affiliates, and they are no longer included in our tabular disclosures below.
Other Related Parties
We hold investments in certain brand ownership companies, and in certain instances, we also have rights in specified territories to bottle and/or distribute the brands owned by such companies. We purchase inventory from these brand ownership companies and sell finished product to third-party customers, primarily in the U.S. Refer to Note 14 for additional information about our equity method investments.
OPERATING TRANSACTIONS WITH RELATED PARTIES
Trade accounts receivable, net from related parties were $ 31 million and $ 30 million as of December 31, 2025 and 2024, respectively, primarily related to product sales and royalty revenues. Accounts payable to related parties were $ 47 million and $ 35 million as of December 31, 2025 and 2024, respectively, primarily related to purchases of finished goods inventory for distribution.
Revenues from and expenses associated with these related parties were as follows:

For the Year Ended December 31,
(in millions) 2025 2024 2023
Revenues from related parties $ 24   $ 163   $ 143  
Expenses associated with related parties (1)
163   128   132  

(1) Expenses associated with related parties includes a reduction of $ 53  million, $ 93  million, and $ 42  million related to earned equity for the achievement of certain milestones included in our distribution agreement with related parties, which were recognized as a reduction of Cost of sales in the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023, respectively.
OTHER TRANSACTIONS WITH RELATED PARTIES
We made payments to Nutrabolt totaling $ 2  million, $ 8  million, and $ 52  million to acquire certain distribution rights during the years ended December 31, 2025, 2024, and 2023, respectively.
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KEURIG DR PEPPER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

22. Subsequent Events
JV INVESTMENT
In connection with the previously announced JV Commitment Letter, as described in Note 3, on February 23, 2026, we entered into the JV Transaction Agreement with the Pod Manufacturing JV, certain of our subsidiaries, and the JV Investor Partner.
Following completion of the transactions contemplated by the JV Transaction Agreement, the Pod Manufacturing JV will own or otherwise have access to our manufacturing assets and facilities used in the manufacturing of K-Cup pods and other unbrewed single-serve beverages in the United States and Canada. Following the closing of the JV Investment, the Pod Manufacturing JV intends to use the net proceeds from this transaction to fund a portion of the JDE Peet's Acquisition.
The JV Transaction Agreement provides that, at the closing of the JV Investment, we and the JV Investor Partner will enter into the Pod Manufacturing JV Agreement, which sets forth each partner's rights and responsibilities with respect to the Pod Manufacturing JV, including with respect to the limited partner committee (a majority of the members of which will be appointed by us), certain unanimous approval rights in favor of the JV Investor Partner, mechanisms for capital contributions to be made to the Pod Manufacturing JV, limitations on transfers by the partners, a call right exercisable by us beginning on the eighth anniversary of the closing of the JV Investment and ending on the fifteenth anniversary of the closing (or earlier upon the occurrence of certain triggering events), a conversion right exercisable by the JV Investor Partner after the fifteenth anniversary of the closing but before the thirtieth anniversary of the closing whereby the JV Investor Partner may elect to convert its interest in the Pod Manufacturing JV into shares of our common stock or its successor, based on the JV Investor Partner’s remaining economic interest (subject to the call right), and tag-along rights for the JV Investor Partner if we desire to transfer our units. The Pod Manufacturing JV Agreement also sets forth distribution mechanics, pursuant to which the Pod Manufacturing JV shall make quarterly distributions of available cash (subject to certain limitations, including for operating costs and reserves) to its partners generally in proportion to their ownership interests.
The closing of the JV Transaction Agreement is subject to limited customary conditions. The parties expect to close the transactions substantially concurrently with the completion of the JDE Peet's Acquisition. The JV Transaction Agreement provides certain termination rights for both us and the JV Investor Partner, including if the JV Investment does not occur on or before March 3, 2027, if there is a material breach of the JV Transaction Agreement by the other party that is not cured within the applicable cure period, or if a law or order prevents the consummation of the transactions.
PREFERRED INVESTMENT
On February 23, 2026, we amended the Preferred Investment Agreement, under which the Preferred Investors agreed to purchase an additional 1.5 million shares of Convertible Preferred Stock, resulting in a total purchase of 4.5  million shares. Refer to Note 3 for additional information on the Preferred Investment Agreement.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Keurig Dr Pepper Inc.
OPINION ON THE FINANCIAL STATEMENTS
We have audited the accompanying consolidated balance sheets of Keurig Dr Pepper Inc. and subsidiaries (the "Company") as of December 31 , 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31 , 2025 , and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31 , 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31 , 2025 , in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31 , 2025 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
BASIS FOR OPINION
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
CRITICAL AUDIT MATTER
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Indefinite-Lived Intangible Assets and Goodwill Valuation - Certain of the Brand Assets and Reporting Units - Refer to Notes 2 and 6 to the financial statements
Critical Audit Matter Description
As discussed in Notes 2 and 6, the Company has indefinite-lived brand intangible assets ("brand assets") and goodwill. The Company's evaluation of brand assets and goodwill for impairment is performed annually as of October 1, or more frequently if events or circumstances indicate the carrying amount may not be recoverable and involves the comparison of the fair value of each brand asset or reporting unit to its carrying value. The Company used the income approach and a combination of income and market based approaches to estimate the fair value of brand assets and reporting units, respectively. These methods required management to make significant estimates and assumptions, specifically related to discount rates and forecasted cash flows. Assumptions may be sensitive to future market or industry conditions, as well as company-specific conditions, and changes in these assumptions could have a significant impact on the calculation of fair value. Given the significant judgments made by management to estimate certain of the fair values, a high degree of auditor judgment and an increased extent of effort were required to perform audit procedures that evaluated the reasonableness of management’s estimates and assumptions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures consisted of risk assessment and testing management's impairment analyses including the underlying business and valuation assumptions for certain of the fair values. Those procedures included, but were not limited to, the following:
• We tested the effectiveness of controls over the Company's brand assets and goodwill impairment review process.
• We evaluated the reasonableness of management's ability to forecast revenue growth and margins by considering:
– Historical revenue and margins.
– Analysis of current and future business strategies for the projected periods.
– Information in industry reports.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies and assumptions, including discount rates.

/s/ Deloitte & Touche LLP
Dallas, TX
February 24, 2026
We have served as the Company's auditor since 2016.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Keurig Dr Pepper Inc.
OPINION ON INTERNAL CONTROL OVER FINANCIAL REPORTING
We have audited the internal control over financial reporting of Keurig Dr Pepper Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 24, 2026, expressed an unqualified opinion on those financial statements.
BASIS FOR OPINION
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting, appearing under Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
DEFINITION AND LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Dallas, Texas
February 24, 2026
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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, 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 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.
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for KDP, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our management, with the participation of the CEO and CFO, assessed the effectiveness of internal control over financial reporting. Based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, management concluded that the internal control over financial reporting was effective as of December 31, 2025.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
ATTESTATION REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The effectiveness of our internal control over financial reporting as of December 31, 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, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
As of December 31, 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.

ITEM 9B. OTHER INFORMATION

USE OF RULE 10B5-1 TRADING ARRANGEMENTS
On December 10, 2025 , Robert Gamgort , 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 1,400,000 shares of KDP’s common stock until January 1, 2027 .

During the fourth quarter of 2025, no other directors or executive officers of KDP adopted , modified, or terminated any contract, 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 "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.
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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.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement. 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS
The following financial statements are included in Part II, Item 8, "Financial Statements and Supplementary Data," in this Annual Report on Form 10-K:
• Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023.
• Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023.
• Consolidated Balance Sheets as of December 31, 2025 and 2024.
• Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023.
• Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024, and 2023.
• Notes to Consolidated Financial Statements for the years ended December 31, 2025, 2024, and 2023 and as of December 31, 2025 and 2024.
SCHEDULES
Schedules are omitted because they are not required or applicable, or the required information is included in the Consolidated Financial Statements or related notes.
EXHIBITS
See Exhibit Index.
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EXHIBIT INDEX

Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
2.1
Merger Protocol, dated as of August 24, 2025, among Keurig Dr Pepper Inc. and JDE Peet's N.V. 8-K 8/25/2025 2.1 ‡
2.2
Form of Irrevocable Undertaking, dated as of August 24, 2025 8-K 8/25/2025 2.2
3.1
Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. 8-K 5/12/2008 3.1
3.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 10-Q 7/26/2012 3.2
3.3
Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 8-K 5/20/2016 3.1
3.4
Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 8-K 7/9/2018 3.1
3.5
Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, 2025 10-K 2/25/2025 3.5

4.1
Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee 8-K 12/23/2009 4.1
4.2
Fifth Supplemental Indenture, dated as of November 9, 2015, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee 8-K 11/10/2015 4.1

4.3
4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 8-K 11/10/2015 4.3
4.4
Sixth Supplemental Indenture, dated as of September 16, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee 8-K 9/16/2016 4.1
4.5
2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 8-K 9/16/2016 4.2
4.6
Seventh Supplemental Indenture, dated as of December 14, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee 8-K 12/14/2016 4.1
4.7
3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 8-K 12/14/2016 4.4
4.8
4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 8-K 12/14/2016 4.5
4.9
Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee 8-K 2/2/2017 4.2
4.10
Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee 8-K 6/15/2017 4.1

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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
4.11
Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A. as trustee 8-K 7/9/2018 4.1
4.12
Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes 8-K 7/9/2018 4.4
4.13
Fourth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes 8-K 7/9/2018 4.5
4.14
Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes 8-K 7/9/2018 4.6
4.15
Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes 8-K 7/9/2018 4.7
4.16
Seventh Supplemental Indenture, dated as of July 9, 2018, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee 8-K 7/9/2018 4.8

4.1 7
Tenth Supplemental Indenture (including 3.20% Senior Notes Due 2030 and 3.80% Senior Notes Due 2050 (in global form)), dated as of April 13, 2020, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee 8-K 4/13/2020 4.1
4.1 8
Eleventh Supplemental Indenture (including 0.750% Senior Notes Due 2024, 2.250% Senior Notes Due 2031, and 3.350% Senior Notes Due 2051 (in global form)), dated as of March 15, 2021, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A. as trustee 8-K 3/15/2021 4.1
4. 19
Twelfth Supplemental Indenture, dated as of April 22, 2022, among Keurig Dr Pepper Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee 8-K 4/22/2022 4.1
4.2 0
Base Indenture, dated as of March 7, 2024, among Keurig Dr Pepper Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee 8-K 3/7/2024 4.1
4. 21
First Supplemental Indenture (including Floating Rate Senior Notes Due 2027, 5.100% Senior Notes Due 2027, 5.050% Senior Notes Due 2029, 5.200% Senior Notes Due 2031, and 5.300% Senior Notes Due 2034 (in global form)), dated as of March 7, 2024, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto and U.S. Bank Trust Company, National Association, as trustee 8-K 3/7/2024 4.2
4.2 2
Term Loan Credit Agreement, dated as of October 25, 2024, among Keurig Dr Pepper Inc., the lenders party thereto and Bank of America, N.A., as administrative agent 10-K 2/25/2025 4.35

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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
4.2 3
Second Supplemental Indenture, dated as of May 5, 2025, among Keurig Dr Pepper Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee 8-K 5/5/2025 4.1
4.2 4
Form of Floating Rate Senior Note due 2026 8-K 5/5/2025 4.2
4.2 5
Form of 4.350% Senior Note due 2028 8-K 5/5/2025 4.3
4.2 6
Form of 4.600% Senior Note due 2030 8-K 5/5/2025 4.4
4.2 7
Form of 5.150% Senior Note due 2035 8-K 5/5/2025 4.5
4.2 8
Eighth Supplemental Indenture, dated as of August 15, 2025, among Keurig Dr Pepper Inc., the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee — — — *
4. 29
Thirteenth Supplemental Indenture, dated as of August 15, 2025, among Keurig Dr Pepper Inc., the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee — — — *
4. 30
Description of registered securities
— — — *
10.1
Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019
8-K 6/11/2019 10.1 ++

10.2
Keurig Dr Pepper Short-Term Incentive Plan and Sales Incentive Plan
10-K 2/24/2022 10.11 ++

10.3
Letter Agreement by and between KDP and Robert J. Gamgort dated April 5, 2022
8-K 4/5/2022
10.1
++
10.4
Keurig Dr Pepper Inc. Executive Severance Plan, effective as of July 29, 2022
10-Q 7/28/2022 10.4 ++
10.5
Letter Agreement by and between KDP and Sudhanshu Priyadarshi dated October 21, 2022
10-K 2/23/2023 10.18 ++
10.6
Keurig Dr Pepper Short-Term Incentive Plan
10-K
2/23/2023 10.20
++
10.7
Letter Agreement by and between KDP and Timothy Cofer dated September 18, 2023
10-Q
10/26/2023
10.1
++

10.8
Letter Agreement by and between KDP and Anthony DiSilvestro dated November 21, 2025 — — — *
++

10.9
Letter Agreement by and between KDP and Sudhanshu Priyadarshi dated November 21, 2025 — — — *
++

10.10
Amended and Restated Contribution and Merger Agreement, dated December 31, 2024, by and among Ghost Lifestyle LLC, The American Bottling Company, Phantom Merger Sub I LLC and certain other parties thereto
10-K 2/25/2025
10.19
‡
10.11
Ghost Lifestyle LLC Second Amended and Restated Limited Liability Company Agreement, dated December 31, 2024
10-K 2/25/2025 10.20
‡
10.12
Credit Agreement, dated as of March 31, 2025,
among Keurig Dr Pepper Inc., JPMorgan Chase
Bank, N.A. as administrative agent, and the
lenders and issuing banks party thereto 8-K 3/31/2025 10.1 ‡
10.13
Bridge Credit Agreement, dated as of August 24, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent 8-K 8/25/2025 10.1 ‡
10.14
Revolving Credit Agreement Amendment, dated as of September 30, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and JPMorgan Chase, Bank, N.A., as administrative agent 10-Q 10/27/2025 10.2

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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
10.15
Preferred Investment Agreement, dated as of
October 27, 2025, by and between Keurig Dr
Pepper Inc., the KKR Investor and the Apollo
Investor 8-K 10/30/2025 10.1
10.16
Amendment to Preferred Investment Agreement, dated as of February 23, 2026, by and among Keurig Dr Pepper Inc., the KKR Investor and the Apollo Investor
8-K 2/23/2026
10.3

10.17
JV Commitment Letter, dated October 26, 2025,
between Keurig Dr Pepper Inc. and each of the JV
Investors 8-K 10/30/2025 10.2
10.18
Transaction Agreement, dated as of February 23, 2026, by and among Keurig Dr Pepper Inc., the Pod Manufacturing JV, Keurig Green Mountain, Inc., KGM Manufacturing LLC, Keurig Production Holding, LLC and the JV Investor Partner
8-K 2/23/2026
10.1

10.19
Form of Amended and Restated Limited Partnership Agreement of the Pod Manufacturing JV, by and among the Pod Manufacturing JV, Keurig JV GP, LLC, Keurig Production Subco, LLC, Keurig Lux Holdco, S.a.r.l. and the JV Investor Partner
8-K 2/23/2026
10.2

10. 20
Delayed Draw Term Loan Agreement dated as December 18, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent 8-K
12/19/2025 10.1
10. 21
Amendment No.1 to Bridge Credit Agreement, dated as of December 18, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
8-K 12/19/2025 10.2
10. 22
Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019
— — — *
++
10.2 3
Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019
— — — *
++
10.2 4
Performance Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019
— — — *
++
10.2 5
Directors' Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2019
— — — *
++
19.1
Insider Trading Policy
10-K 2/25/2025 19.1
21.1
List of Subsidiaries of Keurig Dr Pepper Inc. — — — *
22.1
List of Guarantor Subsidiaries — — — *
23.1
Consent of Deloitte & Touche LLP — — — *
31.1
Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act. — — — *
31.2
Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act. — — — *
32.1
Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code. — — — **

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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
32.2
Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code. — — — **
97.1
Keurig Dr Pepper Inc. Clawback Policy, As Adopted on September 18, 2023
10-K 2/22/2024 97.1 ++
101 The following financial information from Keurig Dr Pepper Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to the Audited Consolidated Financial Statements.
— — — *
104 The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL. *

* Filed herewith.
** Furnished herewith.
++ Indicates a management contract or compensatory plan or arrangement.
‡ Certain portions of this exhibit have been omitted from this filing pursuant to Item 601 of Regulation S-K.

ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  Keurig Dr Pepper Inc.
  By: /s/ Anthony DiSilvestro

  Name: Anthony DiSilvestro
  Title: Chief Financial Officer
    (Principal Financial Officer)
Date: February 24, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on February 24, 2026.

By: /s/ Timothy Cofer
By: /s/ Anthony DiSilvestro

Name: Timothy Cofer Name: Anthony DiSilvestro
Title: Chief Executive Officer Title: Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)

By: /s/ Angela A. Stephens By: /s/ Robert J. Gamgort
Name: Angela A. Stephens Name: Robert J. Gamgort
Title: Senior Vice President and Controller
(Principal Accounting Officer) Title: Chairman of the Board of Directors

By: /s/ Oray Boston By: /s/ Juliette Hickman
Name: Oray Boston Name: Juliette Hickman
Title: Director Title: Director

By: /s/ Pamela Patsley By: /s/ Debra Sandler
Name: Pamela Patsley Name: Debra Sandler
Title: Director Title: Director

By: /s/ Robert Singer By: /s/ Michael Van de Ven
Name: Robert Singer Name: Michael Van de Ven
Title: Director Title: Director

By: /s/ Lawson Whiting
Name: Lawson Whiting
Title: Director

119