Keurig Dr Pepper (NASDAQ: KDP) details leveraged JDE Peet’s buy with JV and $4.5B preferred

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. outlined an updated financing plan for its acquisition of JDE Peet’s and related structural moves. The company agreed to a $4.0 billion pod manufacturing joint venture, selling a 49% interest to an investor group while retaining 51% and long-term operational control.

Keurig Dr Pepper also upsized its Series A Convertible Perpetual Preferred Stock investment to $4.5 billion, adding $1.5 billion of equity capital via 4,500,000 preferred shares at $1,000 each. Overall, the acquisition is now planned to be funded with approximately $9 billion of long-term debt, $8.5 billion of equity capital and the assumption of about $5 billion of existing JDE Peet’s bonds.

The transaction is expected to close in early April 2026 and to be roughly 10% EPS accretive in its first full year. Management targets a projected combined net leverage of 4.5x and continues to evaluate non-core asset sales, while preparing to separate into Beverage Co. and Global Coffee Co., aiming for operational readiness to spin Global Coffee Co. by year-end 2026.

Positive

• The acquisition of JDE Peet’s is forecast to be approximately 10% EPS accretive in its first full year, supported by a defined mix of equity, debt and joint venture capital.
• Keurig Dr Pepper is adding $1.5 billion of additional equity via an upsized $4.5 billion convertible preferred stock issuance, which supports capital structure strength alongside strong cash generation.

Negative

• The financing plan implies projected combined net leverage of 4.5x, a relatively high level that increases balance sheet risk until deleveraging from cash flow and asset monetizations is achieved.
• The structure relies on approximately $9 billion of new debt and assumption of about $5 billion of JDE Peet’s bonds, adding funding complexity and execution risk around closing and subsequent separation.

Insights

Equity & Credit Analyst

Large, highly leveraged coffee deal funded with sizable equity and JV capital.

Keurig Dr Pepper is funding the JDE Peet’s acquisition through a mix of $8.5 billion in equity capital, about $9 billion of new debt, and assuming roughly $5 billion of JDE Peet’s bonds. A $4.0 billion pod manufacturing JV and upsized $4.5 billion convertible preferred further support the structure.

Management projects combined net leverage of 4.5x and roughly 10% EPS accretion in the first full year after closing. That leverage level is elevated for an investment‑grade profile, so execution on deleveraging, including potential non‑core asset monetizations, will be important for balance sheet resilience.

The plan also contemplates a later separation into Beverage Co. and Global Coffee Co., with operational readiness to spin Global Coffee Co. targeted by year‑end 2026. Investor focus will likely center on meeting the early April 2026 close timeline and maintaining targeted leverage while integrating JDE Peet’s.

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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): February 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)		(I.R.S. Employer Identification Number)

53 South Avenue, Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

877-208-9991

(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 1.01 Entry into a Material Definitive Agreement.

Pod Manufacturing Joint Venture Investment

In connection with the previously announced JV Commitment Letter (as described in the Current Report on Form 8-K of Keurig Dr Pepper Inc. (“KDP” or the “Company”) filed with the Securities and Exchange Commission on October 30, 2025 (the “Prior Form 8-K”)), on February 23, 2026, KDP entered into a Transaction Agreement (the “Transaction Agreement”) by and among the Company, Keurig JV, LP, a Delaware limited partnership (the “Pod Manufacturing JV”), Keurig Green Mountain, Inc., a Delaware corporation (“KGM”), KGM Manufacturing LLC, a Delaware limited liability company (“KGMM”), Keurig Production Holding, LLC, a Delaware limited liability company (“Keurig USA Partner”), a Luxembourg private limited liability company to be designated that is a wholly owned subsidiary of the Company (“Keurig Lux Partner” and, together with the Company, KGM, KGMM and Keurig USA Partner, the “Keurig Partners”), and an investment vehicle (the “JV Investor Partner”) held and managed by certain funds or accounts managed, advised or sub-advised by each of Apollo Global Management, Inc., KKR & Co. Inc. and Goldman Sachs Asset Management, L.P.

The Transaction Agreement provides that, upon its terms and subject to certain conditions, at the closing (the “Closing”) of the contemplated transaction (the “JV Investment”), (i) KGMM will merge with and into the Pod Manufacturing JV, with the Pod Manufacturing JV surviving (the “Keurig U.S. Contribution”), (ii) Keurig Lux Partner will contribute 100% of the equity interests of Keurig Canada ULC, a Canadian unlimited liability corporation (“KCULC”), as a capital contribution to the Pod Manufacturing JV, and (iii) the JV Investor Partner will make a capital contribution of $4.0 billion to the Pod Manufacturing JV in exchange for limited partnership units representing a 49% interest in the Pod Manufacturing JV (the “Co-Investor Contribution”). The remaining 51% ownership interest in the Pod Manufacturing JV will remain under the ownership of KDP and its affiliates. Following completion of the transactions contemplated by the Transaction Agreement, the Pod Manufacturing JV will own or otherwise have access to KDP’s and its affiliates’ manufacturing assets and facilities used in the manufacture of K-Cup pods and other unbrewed single-serve beverages in the United States and Canada. Following the Closing, the Pod Manufacturing JV intends to use the net proceeds from the Co-Investor Contribution to fund a portion of the Company’s previously announced acquisition of all of the issued ordinary shares of JDE Peet’s N.V. (the “Acquisition”).

The Transaction Agreement provides that, at the Closing, the Keurig Partners and the JV Investor Partner will enter into an Amended and Restated Limited Partnership Agreement of the Pod Manufacturing JV (the “A&R LPA”), the form of which is attached to the Transaction Agreement. The A&R LPA 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 the Keurig Partners), 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 the Keurig Partners beginning on the eighth anniversary of the Closing 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 common stock of the Company 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 the Keurig Partners desire to transfer their units. The A&R LPA 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 Transaction Agreement contains customary representations, warranties and covenants from the Pod Manufacturing JV, the Keurig Partners and the JV Investor Partner. The representations, warranties and covenants of each party set forth in the Transaction Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Transaction Agreement, and should not be relied upon as statements of fact.

The Closing is subject to limited customary conditions. The parties expect to close the transactions substantially concurrently with the consummation of the Acquisition. The Transaction Agreement provides certain termination rights for both the Keurig Partners and the JV Investor Partner, including if the Closing does not occur on or before March 3, 2027, if there is a material breach of the 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.

The foregoing descriptions of the Transaction Agreement, the A&R LPA and the transactions contemplated thereby are only summaries and do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements (or the form thereof), copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Preferred Investment

On February 23, 2026, KDP entered into an Amendment (the “Amendment to Preferred Investment Agreement”) to the Investment Agreement, dated as of October 27, 2025 (as amended, the “Preferred Investment Agreement”), by and among the Company, Pour Purchaser L.P. (together with its affiliates, the “KKR Investor”), AP Pour Holdings, L.P. (together with its affiliates, the “Apollo Investor”) and certain other investors party thereto (collectively with any other investor that becomes a party thereto, the “Preferred Investors”), pursuant to which the Company agreed to issue and sell to the Preferred Investors, and the Preferred Investors agreed to purchase from the Company, 4,500,000 shares of a new series of Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Convertible Preferred Stock”), of KDP for a purchase price per share of $1,000 and an aggregate purchase price of $4.5 billion, representing an increase of 1,500,000 shares, or $1.5 billion in aggregate purchase price, from the Preferred Investment Agreement entered into on October 27, 2025.

For a more detailed description of the Convertible Preferred Stock, the Preferred Investment Agreement and the transactions contemplated thereby including the use of proceeds therefrom, please refer to the Prior Form 8-K.

The foregoing description of the Amendment to Preferred Investment Agreement, the Convertible Preferred Stock, the Preferred Investment Agreement and the transactions contemplated thereby is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.3, and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the Convertible Preferred Stock set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance and offering of the Convertible Preferred Stock will be undertaken in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Preferred Stock issued pursuant to the Preferred Investment Agreement and the common stock, par value $0.01 per share, of KDP issuable upon conversion of the Convertible Preferred Stock may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws.

Item 7.01 Regulation FD.

On February 23, 2026, the Company issued a press release announcing the upsized Convertible Preferred Stock and the entry into the Transaction Agreement, among other matters. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will 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 be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.

Item 8.01 Other Events.

In connection with the execution of the Transaction Agreement and the A&R LPA, the parties will enter into certain ancillary agreements which generally provide KGM or its affiliates, as applicable, with rights and obligations with respect to the operation, maintenance, manufacturing, intellectual property licensing, supply and purchase of products produced by the Pod Manufacturing JV and allocation of insurance proceeds related to the assets of the Pod Manufacturing JV consistent with their ordinary course practices with respect to such matters but subject to agreed performance standards and volume-based pricing terms by KGM. Specifically, these ancillary agreements provide that:

• The Pod Manufacturing JV will engage KGM to operate and maintain the assets of the Pod Manufacturing JV, with KGM agreeing to minimum performance standards including with respect to production and uptime requirements, and to provide administrative services to the Pod Manufacturing JV; and

• KGM agrees to purchase K-Cups and other unbrewed single-serve beverage products exclusively from the Pod Manufacturing JV in the United States and Canada for itself and/or for marketing and sale to third-party customers (subject to certain agreed upon exceptions to exclusivity), with KGM agreeing to pricing terms based on the manufacturing cost plus an agreed upon margin that is subject to adjustment based on the volume of products purchased, and the payment of shortfall amounts in various circumstances if KGM fails to meet expected volume targets after the twentieth anniversary and thirtieth anniversary of the Closing; and

• The Pod Manufacturing JV and KGM will allocate risk of loss and set out insurance matters relating to the assets of the Pod Manufacturing JV whereby the Pod Manufacturing JV will bear the risk of certain portions of certain categories of losses; and

• KGM will grant the Pod Manufacturing JV an exclusive license to certain intellectual property used in the manufacturing of products by the Pod Manufacturing JV; and

• The Pod Manufacturing JV may purchase green coffee beans, raw materials and other consumables from KGM pursuant to one or more supply agreements; and

• KDP provides a parent guaranty with respect to the obligations of KDP and its affiliates under the various agreements.

Under the various ancillary agreements, KGM or its affiliates may be required to pay shortfall payments or termination payments under a variety of underperformance, breach, termination or other scenarios.

Forward-Looking Statements

Certain statements in this report may be considered “forward-looking statements,” such as statements relating to the Closing of the JV Investment, the issuance of the Convertible Preferred Stock, the Acquisition and the sources of capital used to fund the Acquisition. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,” “expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and similar words. These forward-looking statements speak only as of the date of this report. Although the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Document Description
10.1*±		Transaction Agreement, dated as of February 23, 2026, by and among Keurig Dr Pepper Inc., the Pod Manufacturing JV, KGM, KGMM, Keurig USA Partner, Keurig Lux Partner and the JV Investor Partner.
10.2*±		Form of Amended and Restated Limited Partnership Agreement of the Pod Manufacturing JV, by and among the Pod Manufacturing JV, Keurig JV GP, LLC, the Keurig Partners and the JV Investor Partner.
10.3*±		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.
99.1		Press release, dated February 23, 2026.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. KDP agrees to furnish supplementally a copy of any omitted schedule or attachment to the SEC upon its request.

± Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. KDP agrees to furnish supplementally a copy of any omitted portion to the SEC upon its request.

SIGNATURE

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.
By:		/s/ Anthony Shoemaker
Name:		Anthony Shoemaker
Title:		Chief Legal Officer, General Counsel and Secretary

Date: February 23, 2026

Exhibit 99.1

Keurig Dr Pepper Announces Updated Financing Plan for JDE Peet’s Acquisition

Company strengthens balance sheet by further reducing projected leverage and attracts additional high-quality investors

BURLINGTON, MA and FRISCO, TX (February 23, 2026) – Keurig Dr Pepper Inc. (NASDAQ: KDP; “the Company”) today announced updated financing plans and transaction timelines for the acquisition of JDE Peet’s and subsequent planned separation into two independent companies (“Beverage Co.” and “Global Coffee Co.” pending the announcement of official corporate names).

Key developments include:

• A targeted close of the JDE Peet’s acquisition in early April 2026, with expected combined net leverage of approximately 4.5x¹

• An agreement to upsize the previously announced Beverage Co. convertible preferred equity investment co-led by Apollo and KKR to $4.5 billion from $3 billion, with additional participation from high-quality, long-term oriented investors including accounts advised by T. Rowe Price Investment Management; as a result, the Company will no longer consider a partial IPO of Beverage Co.

• Definitive agreements finalized for the Global Coffee Co. Pod Manufacturing JV first announced in October 2025

• Long term debt to be issued by the future Global Coffee Co. to finance the remaining portion of the JDE Peet’s transaction

Commenting on the announcements, Keurig Dr Pepper CFO Anthony DiSilvestro stated: “Today’s update demonstrates our commitment to ensuring strong and resilient capital structures at each stage of this transaction by introducing an additional $1.5 billion of cost-efficient equity capital into the financing and bringing on board a high-quality mix of shareholders who recognize the value creation opportunity ahead. Our comprehensive financing solution, combined with strong cash generation, will drive rapid deleveraging, reinforce KDP’s balance sheet, and help to establish Beverage Co. and Global Coffee Co. as successful, investment-grade companies.”

The Company now plans to finance the upcoming acquisition through a combination of approximately $9 billion of long-term debt, $8.5 billion of equity capital, and the assumption of approximately $5 billion of existing JDE Peet’s bonds, resulting in projected combined net leverage of 4.5x1. The transaction, which is expected to close in early April 2026, remains forecasted to be approximately 10% EPS accretive in its first full year. The company continues to evaluate additional avenues to accelerate deleveraging, including potential non-core asset monetization opportunities.

Separation timing will be based on the achievement of key milestones, including appropriate leverage levels at each company, and supportive market conditions. Though exact timing of the tax-free spin of Global Coffee Co. is yet to be determined, key transformation workstreams continue to target operational readiness to separate by year-end 2026.

¹  Projected as of June 30, 2026. Management net leverage is a non-GAAP metric. See “Non-GAAP Financial Measures” for additional information.

Equity Financing

The Company reached a definitive agreement to increase the size of the previously announced convertible preferred stock investment in KDP to $4.5 billion, from the $3 billion co-led by funds managed by affiliates of Apollo (NYSE: APO) and funds and accounts managed by KKR (NYSE: KKR). Accounts advised by T. Rowe Price Investment Management (TRPIM) have provided an anchor commitment to support the upsize, alongside significant additional participation from Apollo, KKR, and other high-quality, long-term oriented investors. Post separation, the instrument will remain with Beverage Co. 

The key terms of the instrument are substantially consistent with the October 2025 announcement, including an initial conversion price of $37.25 per share and a preferred dividend rate of 4.75%. As a result of the upsize, the Company will no longer consider a partial IPO of the Beverage Co.

In addition, definitive agreements for the Global Coffee Co. Pod Manufacturing JV have been executed on terms substantially consistent with the October 2025 announcement. The $4 billion investment into the joint venture will be co-led by Apollo and KKR with participation from Goldman Sachs Alternatives, as previously disclosed. The agreements are subject to customary closing conditions for transactions of this type.

Debt Financing

To complete the financing for the acquisition, the Company expects Global Coffee Co. to raise approximately $9 billion of debt capital through a mix of long-term senior debt and a temporary borrowing under the existing term loan facility. Global Coffee Co. will also assume approximately $5 billion of existing JDE Peet’s bonds upon acquisition close.

After the separation is complete, and accounting for additional deleveraging that will occur between acquisition close and the spin-off transaction, Global Coffee Co. plans to issue junior subordinated notes to repay any remaining portion outstanding on the term loan.

ABOUT KEURIG DR PEPPER

Keurig Dr Pepper (Nasdaq: KDP) is a leading beverage company in North America, with a portfolio of more than 125 owned, licensed and partner brands and powerful distribution capabilities to provide a beverage for every need, anytime, anywhere. With annual revenue of more than $15 billion, we hold leadership positions in beverage categories including carbonated soft drinks, coffee, tea, water, juice and mixers, and have the #1 single serve coffee brewing system in the U.S. and Canada. Our innovative partnership model builds emerging growth platforms in categories such as premium coffee, energy, sports hydration and ready-to-drink coffee. Our brands include Keurig^®, Dr Pepper^®, Canada Dry^®, Mott’s^®, A&W^®, Peñafiel^®, Snapple^®, 7UP^®, Green Mountain Coffee Roasters^®, GHOST^®, Clamato^®, Core Hydration^® and The Original Donut Shop^®. Driven by a purpose to Drink Well. Do Good., our 29,000 employees aim to enhance the experience of every beverage occasion and to make a positive impact for people, communities and the planet. For more information, visit www.keurigdrpepper.com and follow us @KeurigDrPepper on LinkedIn and Instagram.

FORWARD LOOKING STATEMENTS

Certain statements in this press release, such as statements relating to the Company’s contemplated acquisition of JDE Peet’s, the pod manufacturing JV, the preferred investment, the combined business, the contemplated separation of the beverage and coffee portfolios, future financial targets and results, anticipated leverage ratios, credit ratings and anticipated additional sources of funding may be considered “forward-looking statements” within the meaning of applicable securities laws and regulations. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,” “expect,” “believe,” “could,” “continue,” “ongoing,” “forecast,” “estimate,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and similar words or phrases. These forward-looking statements speak only as of the date of this release. These statements are based on the current expectations of our management and are not predictions of actual performance.

Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, the Company can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are 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, or threats of such actions and related uncertainty, (iv) the risk that our financial performance may be better or worse than anticipated, (v) the possibility that we are unable to successfully integrate GHOST Lifestyle LLC into our business, (vi) risks relating to the completion of the acquisition of JDE Peet’s and the subsequent separation of our beverage and coffee portfolios in the anticipated timeframe or at all, (vii) risks related to the receipt of regulatory approvals without unexpected delays or conditions, (viii) risks relating to our incurrence of significant debt or our entry into other funding alternatives, in each case, to fund the acquisition of JDE Peet’s, which may result in dilution to our stockholders or introduce complexity to our capital structure, (ix) additional risks associated with the acquisition of JDE Peet’s and those geographies where JDE Peet’s currently operates, (x) 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, (xi) constraints on management’s attention to operating and growing our business during the execution of the acquisition of JDE Peet’s and the separation, (xii) the potential downgrade of our credit ratings as a result of debt incurred and/or assumed 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) negative effects of the announcement and pendency 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, and (xvii) the other risks and uncertainties discussed in the Company’s press releases and public filings. These risks and uncertainties, as well as others, are more fully discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed with the SEC on February 25, 2025. While the lists of risk factors presented here and in our public filings are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Any forward-looking statement made herein speaks only as of the date of this release. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.

NON-GAAP FINANCIAL MEASURES

This release includes 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.

Management leverage ratio is defined as the Company’s total principal amounts of debt less cash and cash equivalents, divided by Adjusted EBITDA. Management believes that the Management leverage ratio is useful for investors in evaluating the Company’s liquidity and assessing the Company’s ability to meet its financial obligations. Adjusted EBITDA is defined as EBITDA, as adjusted for items affecting comparability, which include: (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, as well as the unrealized mark-to-market impact of our Vita Coco investment prior to its sale in the first quarter of 2025; (ii) the amortization associated with definite-lived intangible assets; (iii) the amortization of the deferred financing costs associated with the combination of the business operations with Dr Pepper Snapple Group, Inc. as of July 9, 2018 (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) certain other items that are excluded for comparison purposes to prior year periods. EBITDA is defined as Net income as adjusted for interest expense, net; provision for income taxes; depreciation expense; amortization of intangibles; and other amortization. Management believes that Adjusted EBITDA is useful for investors in evaluating the Company’s operating results and understanding the Company’s operating trends by adjusting certain items that can vary significantly depending on specific underlying transactions or events, thereby affecting comparability.

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.

RESTRICTIONS

This release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in JDE Peet’s N.V. Any offer will be made only by means of the offer memorandum approved by the Dutch Authority for the Financial Markets, which is available as of January 15, 2026. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.

FAQ

How is Keurig Dr Pepper (KDP) financing the JDE Peet’s acquisition?

Keurig Dr Pepper plans to finance the JDE Peet’s acquisition with approximately $9 billion of long-term debt, $8.5 billion of equity capital, and the assumption of about $5 billion of existing JDE Peet’s bonds, creating a highly structured, multi-source funding package.

What are the key terms of Keurig Dr Pepper’s pod manufacturing joint venture?

The pod manufacturing joint venture will receive a $4.0 billion capital contribution from an investor partner in exchange for a 49% limited partnership interest. Keurig Dr Pepper and affiliates will retain the remaining 51%, with governance rights, quarterly cash distributions, and long-dated call and conversion options defined in the partnership agreement.

How did Keurig Dr Pepper change its convertible preferred stock financing?

Keurig Dr Pepper increased its Series A Convertible Perpetual Preferred Stock investment to $4.5 billion, up from $3 billion, by issuing 4,500,000 shares at $1,000 each. Key terms include a $37.25 initial conversion price and a 4.75% preferred dividend rate, with the instrument remaining at Beverage Co. post separation.

What leverage and earnings impact does Keurig Dr Pepper expect from the JDE Peet’s deal?

The company projects combined net leverage of 4.5x after the transaction, reflecting substantial new debt and assumed bonds. Management also forecasts the transaction to be roughly 10% EPS accretive in its first full year, assuming successful integration and execution of the financing plan.

When is the JDE Peet’s acquisition expected to close and how does it relate to the planned separation?

The JDE Peet’s acquisition is expected to close in early April 2026, subject to customary conditions. Separation into Beverage Co. and Global Coffee Co. will follow, with transformation workstreams targeting Global Coffee Co.’s operational readiness for a tax-free spin by year-end 2026, subject to leverage and market conditions.

Why is Keurig Dr Pepper forming a pod manufacturing JV as part of this strategy?

The pod manufacturing JV will hold or access key K‑Cup and single-serve manufacturing assets in the U.S. and Canada. A $4.0 billion co-investment from institutional partners helps fund the JDE Peet’s acquisition while keeping 51% ownership and operational influence with Keurig Dr Pepper and its affiliates.

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
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