[8-K] Keurig Dr Pepper Inc. Reports Material Event

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. (Nasdaq: KDP) used a Regulation FD presentation on 23–24 June 2025 to reaffirm its previously issued full-year 2025 outlook. Management reiterated two key non-GAAP targets:

• Constant-currency net sales: expected to rise in the mid-single-digit percentage range versus 2024.
• Adjusted diluted EPS: projected to expand in the high-single-digit percentage range.

No changes were made to the guidance originally communicated earlier in the year, signalling that current trading conditions and cost assumptions remain intact despite ongoing macroeconomic uncertainties. The filing contains standard cautionary language about forward-looking statements and highlights that reconciliations to GAAP metrics are not provided because mark-to-market and other uncontrollable items cannot be reasonably estimated.

The 8-K is furnished under Item 7.01 and therefore is not deemed "filed" for liability purposes under Section 18 of the Exchange Act. No other operational updates, financial tables, acquisitions, or management changes were disclosed.

Positive

• Management reaffirmed mid-single-digit constant-currency net sales growth guidance.
• Adjusted diluted EPS still expected to rise at a high-single-digit rate, indicating margin resilience and cost control.
• Disclosure under Reg FD reduces information asymmetry for investors.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: Guidance unchanged; signals stability, modestly positive for sentiment.

The reiteration of mid-single-digit sales and high-single-digit EPS growth suggests management’s confidence in the 2025 plan despite inflationary and FX headwinds. Because investors were already modeling these figures, the news is unlikely to move estimates materially, but it does lower the probability of a near-term negative pre-announcement. Lack of GAAP reconciliation is standard for KDP. Overall impact is mildly positive: visibility is reaffirmed, but no upside revision was offered.

Portfolio Manager – Consumer Staples

TL;DR: Neutral to slight positive—confirms thesis, no catalyst.

For portfolio positioning, the unchanged outlook keeps KDP within its typical low-volatility, cash-generative profile. The reaffirmation supports defensive allocations and dividend sustainability, yet absent upside revisions or new strategic initiatives, it is unlikely to trigger rerating. We view the disclosure as routine, with limited immediate impact on valuation multiples.

0001418135FALSE00014181352025-06-232025-06-23

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, 2025

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 No.)

53 South Avenue, Burlington, Massachusetts 01803

(Address of principal executive offices, including zip code)

781-418-7000

(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 (see General Instruction A.2. below):

☐     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-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

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.  ☐

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock

KDP

Nasdaq Stock Market LLC

Item 7.01. Regulation FD Disclosure.

In connection with meetings with members of the investment community held on June 23–24, 2025, Keurig Dr Pepper Inc. (the “Company") is reaffirming its previously announced 2025 guidance for constant currency net sales growth in a mid-single-digit range and Adjusted diluted EPS growth in a high-single-digit range.

Non-GAAP Financial Measures

This Current Report on Form 8-K includes certain non-GAAP financial measures, including constant currency net sales and Adjusted diluted EPS, 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. The most directly comparable GAAP financial measures for constant currency net sales and Adjusted diluted EPS are net sales and diluted EPS.

To the extent that the Company provides guidance, it does so only on a non-GAAP basis and does not provide reconciliations of such forward-looking non-GAAP measures to GAAP 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.

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 can generally be identified by the use of words such as “outlook,” “guidance,” “anticipate,” “expect,” “believe,” “could,” “estimate,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and similar 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 those projected in the forward-looking statements due to a variety of factors, including the inherent uncertainty of estimates, forecasts and projections, global economic uncertainty or economic downturns, tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, or threats of such actions, and the possibility that we are unable to successfully integrate GHOST Lifestyle LLC (“GHOST”) into our business, and our financial performance may be better or worse than anticipated. We are under no obligation to update, modify or withdraw any forward-looking statements, except as required by applicable law.

The information presented in this Item 7.01 shall not be deemed to be “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 of 1933, as amended, or the Exchange Act.

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, 2025

By:

/s/ Anthony Shoemaker

Name:

Anthony Shoemaker

Title:

Chief Legal Officer, General Counsel and Secretary

FAQ

What 2025 sales growth guidance did Keurig Dr Pepper (KDP) reaffirm?

Mid-single-digit percentage growth in constant-currency net sales.

What is KDP’s outlook for 2025 adjusted diluted EPS?

Management continues to expect high-single-digit percentage growth versus 2024.

Does the 8-K include GAAP reconciliations for the non-GAAP figures?

No. The company states that predicting mark-to-market and other items would require unreasonable efforts.

Is this 8-K considered "filed" or "furnished"?

It is furnished under Item 7.01 and therefore not subject to Section 18 liability.

Were any acquisitions or leadership changes announced?

No. The filing solely reiterates 2025 financial guidance.