Keurig Dr Pepper (KDP) expands board, reshapes key oversight committees

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. reported governance updates. On February 12, 2026, its Board of Directors increased the Board size to eleven members and appointed William Newlands and Amie Thuener as independent directors, effective March 2, 2026.

Newlands will join the Nominating and Governance Committee, while Thuener will serve on the Audit and Finance Committee, also effective March 2, 2026. Both will receive the standard non-employee director compensation outlined in the company’s 2025 proxy statement filed April 25, 2025.

On the same date, the Board approved dissolving its Remuneration and Nominating Committee and creating separate Nominating and Governance and Compensation Committees, with these changes taking effect March 2, 2026.

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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 12, 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 No.)

53 South Avenue, Burlington, Massachusetts 01803

(Address of principal executive offices, including 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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2026, the Board of Directors (the "Board") of Keurig Dr Pepper Inc. (the “Company”) increased the size of the Board to eleven directors and appointed William Newlands and Amie Thuener as independent members of the Board, with all such changes to be effective as of March 2, 2026. Each of Mr. Newlands and Ms. Thuener will serve until his or her respective successor is elected and qualified or until his or her earlier death, resignation or removal. The Board appointed Mr. Newlands to the Nominating and Governance Committee and Ms. Thuener to the Audit and Finance Committee, in each case effective March 2, 2026.

There are no arrangements or understandings between either Mr. Newlands or Ms. Thuener and any other persons pursuant to which he or she was appointed as a director and neither Mr. Newlands nor Ms. Thuener is a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933. Mr. Newlands and Ms. Thuener will participate in the compensation arrangements for non-employee directors as described in the Company’s 2025 proxy statement filed with the SEC on April 25, 2025.

Item 8.01. Other Events.

Also on February 12, 2026, the Board approved the dissolution of its existing Remuneration and Nominating Committee and the creation of separate Nominating and Governance and Compensation Committees, which actions will be effective as of March 2, 2026.

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: February 12, 2026

By:

/s/ Anthony Shoemaker

Name:

Anthony Shoemaker

Title:

Chief Legal Officer, General Counsel and Secretary

FAQ

What board changes did Keurig Dr Pepper (KDP) announce in this 8-K?

Keurig Dr Pepper expanded its Board to eleven members and appointed William Newlands and Amie Thuener as independent directors, effective March 2, 2026. Both will serve until their successors are elected and qualified or until earlier death, resignation, or removal.

Which board committees will the new Keurig Dr Pepper (KDP) directors join?

William Newlands will join the Nominating and Governance Committee, and Amie Thuener will join the Audit and Finance Committee, with both assignments effective March 2, 2026. These roles place the new directors directly in key oversight functions for governance and financial matters.

Are there related-party transactions involving the new KDP directors?

The filing states there are no arrangements or understandings with other persons regarding their appointments, and neither William Newlands nor Amie Thuener is party to any transaction with Keurig Dr Pepper that would be reportable under Item 404(a) of Regulation S-K.

How will the new Keurig Dr Pepper (KDP) directors be compensated?

Both new directors will participate in Keurig Dr Pepper’s standard compensation program for non-employee directors, as described in the company’s 2025 proxy statement filed on April 25, 2025. No special or unique compensation arrangements are disclosed in this 8-K.

What committee structure changes did Keurig Dr Pepper (KDP) approve?

The Board approved dissolving its existing Remuneration and Nominating Committee and creating two separate bodies: a Nominating and Governance Committee and a Compensation Committee. These structural changes are scheduled to become effective on March 2, 2026, aligning with the new appointments.

When do Keurig Dr Pepper’s (KDP) board and committee changes take effect?

The board expansions, director appointments, and committee changes are all effective March 2, 2026. The decisions were approved on February 12, 2026, providing a clear effective date for governance and committee structure adjustments at the company.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB