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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 23, 2026

Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-33829 |
|
98-0517725 |
(State or other jurisdiction of
incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification Number) |
6425 Hall of Fame Lane, Frisco, Texas 75034
(Address of principal executive offices, including
zip code)
(800) 527-7096
(Registrant’s telephone number including area
code)
Not Applicable
(Former name or former address if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common
Stock |
|
KDP |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On June 23, 2026, Keurig Dr
Pepper Inc. (the “Company” or “KDP”) issued a press release regarding leadership updates and reaffirming its previously
announced 2026 guidance for net sales and constant currency Adjusted diluted EPS growth. A copy of the press release is furnished herewith
as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item
7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically
states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference
into a filing under the Securities Act or the Exchange Act.
Item 8.01. Other Events.
Also on June 23, 2026, the Company announced that Rafa
Oliveira, the head of its Coffee Operating Unit, has informed the Company of his intention to depart at the end of July
2026 for an external Chief Executive Officer opportunity. Tim Cofer, the Chief Executive Officer of KDP, will continue to oversee
the coffee business, while the Company’s Board of Directors conducts a search for the future CEO of Global Coffee Co.,
the standalone entity expected to result from the previously-announced separation of the Company’s coffee and beverage businesses.
Forward-Looking Statements
This Current Report on Form
8-K contains “forward-looking statements” within the meaning of applicable securities laws and regulations. These forward-looking
statements include those preceded by, followed by or that include the words such as “outlook,” “guidance,” “anticipate,”
“enable,” “expect,” “believe,” “could,” “confident,” “estimate,”
“feel,” “continue,” “ongoing,” “forecast,” “intend,” “may,” “on
track,” “plan,” “positioned,” “potential,” “project,” “should,” “target,”
“will,” “would” and similar words, phrases, or expressions and variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to different degrees, uncertain. These statements are based on the current expectations
of our management, are not predictions of actual performance, and actual results may differ materially. Forward-looking statements are
subject to a number of risks and uncertainties, including the factors disclosed in our Annual Report on Form 10-K and subsequent filings
with the Securities and Exchange Commission. Our actual financial performance could differ materially from the projections in the forward-looking
statements due to a variety of factors, including, but not limited to, (i) the inherent uncertainty of estimates, forecasts and projections,
(ii) global economic uncertainty or economic downturns, (iii) tariffs or the imposition of new tariffs, trade wars, barriers or restrictions,
sanctions, geopolitical disturbances and conflicts, or threats of such actions and related uncertainty, (iv) the risk that our financial
performance may be better or worse than anticipated, (v) risks related to the completion of the separation of our beverage and coffee
portfolios in the anticipated timeframe or at all, (vi) our ability to identify and retain key executives to lead our beverage and coffee
portfolios following the separation, (vii) our incurrence of significant debt and entry into other financings to fund the acquisition
of JDE Peet’s, which may result in dilution to our stockholders or introduce complexity to our capital structure, (viii) additional
risks associated with the acquisition of JDE Peet’s and those geographies, countries and associated governments where JDE Peet’s
currently operates, (ix) our ability to successfully integrate JDE Peet’s into our business, or that such integration may be more
difficult, time-consuming or costly than expected, (x) constraints on management’s attention to operating and growing our business
during the integration of JDE Peet’s and the separation, (xi) the potential downgrade of our credit ratings as a result of debt
incurred and/or assumed in connection with the JDE Peet’s acquisition, (xii) the possibility of negative impacts on business relationships
in connection with the acquisition of JDE Peet’s and the separation, (xiii) the risk that the acquisition of JDE Peet’s and
the separation may incur significant additional costs, (xiv) the risk of potential litigation, (xv) risks related to negative effects
of the acquisition of JDE Peet’s and the separation on our share price and (xvi) the ability to achieve the anticipated strategic
and financial benefits from the separation. We are under no obligation to update, modify or withdraw any forward-looking statements, except
as required by applicable law.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press release, dated June 23, 2026 |
| 101 |
|
Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| |
KEURIG DR PEPPER INC. |
|
| |
|
|
|
|
|
| Dated: June 23, 2026 |
By: |
/s/ Anthony Shoemaker |
|
| |
|
Name: |
Anthony Shoemaker |
|
| |
|
Title: |
Chief Legal Officer, General Counsel and Secretary |
|
EXHIBIT 99.1

Keurig
Dr Pepper Announces Leadership Updates
FRISCO, TX and BURLINGTON,
MA June 23, 2026 – Keurig Dr Pepper Inc. (NASDAQ: KDP) today announced leadership updates as the Company advances preparations
for its planned separation into Beverage Co. and Global Coffee Co., which is targeted for early 2027.
Rafa Oliveira, head of KDP’s Coffee Operating Unit, has informed
the Company of his intention to depart at the end of July for an external Chief Executive Officer opportunity. The KDP Board of Directors
has opened a search process for the future CEO of Global Coffee Co. Pamela Patsley, Chairman of KDP’s Board and Chairman of its
Nominating and Governance Committee, will lead the search.
Tim Cofer, CEO of KDP, will continue to oversee the coffee business,
partnering closely with the talented Coffee Operating Unit Leadership Team to deliver key commitments and separation milestones. As previously
announced, Cofer will serve as CEO of Beverage Co. post-separation.
Cofer commented, “Our business has strong momentum, and we
remain focused on executing our 2026 priorities: delivering our full year guidance, successfully integrating JDE Peet’s and achieving
separation milestones. We have highly capable and experienced leadership teams for our Beverage Operating Unit, Coffee Operating Unit
and Transformation Management Office, and I will work closely with each group to deliver on our commitments while standing up two advantaged
companies.”
The Company also announced that Patsley will serve as Chairman of
the Board for Global Coffee Co. following the separation. Patsley, who has been a KDP Board member since the Company’s formation
in 2018, is well-suited for the role given her deep knowledge of the coffee industry and vast experience with public company governance.
Patsley said, “KDP’s acquisition of JDE Peet’s
is creating a scaled, global coffee leader with iconic brands, broad participation across formats and occasions and deep category expertise.
Our conviction in the value creation opportunity for Global Coffee Co. has only strengthened since the transaction’s close. We are
confident we will secure the right world-class executive to lead the coffee business and maximize shareholder returns.”
“It has been an honor
to lead JDE Peet’s and lay the foundation for Global Coffee Co.,” added Oliveira. “I’m proud of the progress we’ve
made in integrating our coffee businesses, bringing our teams together and beginning to execute on meaningful synergy opportunities. While
I have made the difficult decision to pursue a different opportunity, my confidence in Global Coffee Co.’s potential is unwavering,
and I’m committed to a smooth transition.”
In connection with today’s
announcements, KDP reaffirmed its 2026 guidance for net sales of $25.9-$26.4 billion and constant currency Adjusted diluted EPS growth
in a low-double-digit range.
The 2026 guidance provided
is presented on a constant currency, non-GAAP basis. The Company does not provide reconciliations of such forward-looking non-GAAP measures
to GAAP measures, due to the inability to predict the amount and timing of impacts outside of the Company's control on certain items,
such as non-cash gains or losses resulting from mark-to-market adjustments of derivative instruments, among others, which could be material.
Reconciling such items would require unreasonable efforts.
Investor Contact:
Investor
Relations
T: 888-340-5287
/ IR@kdrp.com
Media Contact:
Katie Gilroy
T: 781-418-3345
/ katie.gilroy@kdrp.com
ABOUT KEURIG DR PEPPER
Keurig
Dr Pepper (Nasdaq: KDP) is a leading beverage company with more than 150 owned, licensed and partner brands that meet a wide range of
needs and occasions. Our North American refreshment beverage business holds leadership positions across carbonated soft drinks, water,
juice and mixers with a portfolio of iconic brands such as Dr Pepper®, Canada Dry®, Mott’s®, A&W®, Peñafiel®,
GHOST®, 7UP®, Snapple®, Clamato® and Core Hydration®. Our global coffee business spans more than 100 markets and
includes the leading Keurig® single-serve brewing system in the U.S. and Canada, along with powerhouse brands such as Peet’s,
L’OR and Jacobs, and other regional coffee leaders. Our more than 50,000 employees aim to enhance the experience of every beverage
and coffee occasion while making a positive impact for people, communities and the planet. Learn more at www.keurigdrpepper.com and follow
us @KeurigDrPepper on LinkedIn and Instagram.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein are "forward-looking
statements" within the meaning of applicable securities laws and regulations. These forward-looking statements include those preceded
by, followed by or that include the words such as "outlook," "guidance," "anticipate," "enable,"
"expect," "believe," "could," "confident," "estimate," "feel," "continue,"
"ongoing," "forecast," "intend," "may," "on track," "plan," "positioned,"
"potential," "project," "should," "target," "will," "would" and similar words,
phrases, or expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that
are, to different degrees, uncertain. These statements are based on the current expectations of our management, are not predictions of
actual performance, and actual results may differ materially. Forward-looking statements are subject to a number of risks and uncertainties,
including the factors disclosed in our Annual Report on Form 10-K and subsequent filings with the SEC. Our actual financial performance
could differ materially from the projections in the forward-looking statements due to a variety of factors, including, but not limited
to, (i) the inherent uncertainty of estimates, forecasts and projections, (ii) global economic uncertainty or economic downturns, (iii)
tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, sanctions, geopolitical disturbances and conflicts, or
threats of such actions and related uncertainty, (iv) the risk that our financial performance may be better or worse than anticipated,
(v) risks related to the completion of the separation of our beverage and coffee portfolios in the anticipated timeframe or at all, (vi)
our ability to identify and retain key executives to lead our beverage and coffee portfolios following the separation, (vii) our incurrence
of significant debt and entry into other financings to fund the acquisition of JDE Peet’s, which may result in dilution to our stockholders
or introduce complexity to our capital structure, (viii) additional risks associated with the acquisition of JDE Peet’s and those
geographies, countries and associated governments where JDE Peet’s currently operates, (ix) our ability to successfully integrate
JDE Peet's into our business, or that such integration may be more difficult, time-consuming or costly than expected, (x) constraints
on management’s attention to operating and growing our business during the integration of JDE Peet's and the separation, (xi) the
potential downgrade of our credit ratings as a result of debt incurred and/or assumed in connection with the JDE Peet’s acquisition,
(xii) the possibility of negative impacts on business relationships in connection with the acquisition of JDE Peet’s and the separation,
(xiii) the risk that the acquisition of JDE Peet's and the separation may incur significant additional costs, (xiv) the risk of potential
litigation, (xv) risks related to negative effects of the acquisition of JDE Peet’s and the separation on our share price and (xvi)
the ability to achieve the anticipated strategic and financial benefits from the separation. We are under no obligation to update, modify
or withdraw any forward-looking statements, except as required by applicable law.
NON-GAAP FINANCIAL MEASURES
This release includes certain non-GAAP financial
measures, which differ from results using U.S. Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures should
be considered as supplements to and should not be considered replacements for, or superior to, the GAAP measures. These measures may differ
from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define the non-GAAP financial
measure in the same way. Non-GAAP financial measures typically exclude certain charges, including one-time costs that are not expected
to occur routinely in future periods, described by the Company as "items affecting comparability". The Company uses non-GAAP
financial measures to evaluate our operating and financial performance and to compare such performance to that of prior periods and to
the performance of our competitors. Additionally, we use non-GAAP financial measures in making operational and financial decisions and
in our budgeting and planning process. We believe that providing non-GAAP financial measures to investors helps investors evaluate our
operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance.
Adjusted diluted EPS. Adjusted diluted
EPS is defined as Diluted EPS, as adjusted for items affecting comparability as described below. Management believes that Adjusted diluted
EPS is useful for investors in providing period-to-period comparisons of the results of our operations since it adjusts for certain items
affecting overall comparability.
Items affecting comparability: Defined
as certain items that are excluded for comparison to prior year periods, adjusted for the tax impact as applicable. Tax impact is determined
based upon an approximate rate for each item. For each period, management typically adjusts for (i) the unrealized mark-to-market impact
of derivative instruments not designated as hedges in accordance with U.S. GAAP that do not have an offsetting risk reflected within the
financial results; (ii) the amortization associated with definite-lived intangible assets; (iii) the amortization of the deferred financing
costs associated with the DPS merger; (iv) the amortization of the fair value adjustment of the senior unsecured notes obtained as a result
of the DPS merger; (v) stock compensation expense and the associated windfall tax benefit attributable to the matching awards made to
employees who made an initial investment in KDP; (vi) transaction costs for significant business combinations (completed or abandoned),
excluding costs related to the JDE Peet’s acquisition; (vii) non-cash changes in deferred tax liabilities related to goodwill and
intangible assets as a result of tax rate or apportionment changes; and (viii) other certain items that are excluded for comparison purposes
to prior year periods.