1 unchanged sentence
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
−Removed: As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, management, with the participation of our CEO and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, 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 chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: 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, 2024, 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
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
−Removed: Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S.
−Removed: Our management, with the participation of the CEO and chief financial officer, assessed the effectiveness of the Company’s internal control over financial reporting.
+Added: 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.
+Added: 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.
+Added: 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, 2024.
+Added: Under guidelines established by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations.
+Added: Accordingly, management has excluded GHOST from its annual report on internal control over financial reporting as of December 31, 2024.
+Added: GHOST represented approximately 3% of our consolidated total assets as of December 31, 2024.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.
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OTHER INFORMATION
−Removed: During the fourth quarter of 2023, no directors or executive officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of Company 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.
+Added: USE OF RULE 10B5-1 TRADING ARRANGEMENTS
+Added: On October 30, 2024 , Bob Gamgort , our Executive Chairman , 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 2,500,000 shares of KDP’s common stock until March 1, 2026.
+Added: On November 1, 2024 , Mary Beth DeNooyer , our Chief Human Resources Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 120,000 shares of KDP’s common stock until March 4, 2026.
+Added: During the fourth quarter of 2024, 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.
+Added: AMENDED AND RESTATED BYLAWS
+Added: On February 20, 2025, the Board approved and adopted amended and restated bylaws of the Company to reflect the amendments summarized below (as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately.
+Added: Among other things, the amendments affected by the Amended and Restated Bylaws include updates in light of Rule 14a-19 under the Exchange Act , adopted by the SEC (“universal proxy rules”), certain recent amendments to the Delaware General Corporation Law (the “ DGCL ”) as well as other market practice updates and clarifying changes.
+Added: To enhance readability and align with market practice, the Amended and Restated Bylaws reflect combined advance notice provisions relating to director nominations and proposals of other business in a new Section 6 of Article II and additional requirements in Section 7 of Article II.
+Added: These advance notice provisions have been updated to (1) require (i) compliance with universal proxy rules, including the 67% solicitation requirement;
+Added: (ii) director candidates to consent to being named in any proxy statement;
+Added: (iii) documentation confirming the stockholder’s compliance with the Rule 14a-19 requirements;
+Added: (iv) information from “control persons” when the stockholder or beneficial owner is an entity and certain Schedule 13D disclosure requirements to be addressed in stockholder notice;
+Added: (v) stockholder nominees to provide a written representation and agreement with respect to certain voting, compensation and indemnification matters, completed director & officer questionnaires and the nominee’s agreement to comply with the Company’s policies and guidelines and that such representations, questionnaires and agreements be submitted at the same time as the stockholder notice of nomination, and (2) clarify that (i) the advance notice provisions set forth in Article II, Section 6 is the exclusive means for a stockholder to make nominations and propose business before an annual meeting (other than a Rule 14a-8 proposal);
+Added: and (ii) an adjournment, recess or postponement of an annual meeting does not commence a new time period or extend the previously announced time period for the giving of a stockholder’s notice and that the number of nominees a stockholder may nominate for election at the annual meeting shall not exceed the number of directors to be elected at such annual meeting .
+Added: The Amended and Restated Bylaws have also been updated to reflect several recent DGCL amendments, including:
+Added: (i) clarifying the adjournment procedures for virtual meetings of stockholders;
+Added: (ii) clarifying that the Company’s notice of meetings will be provided in the manner required by the federal proxy rules, subject to compliance with the DGCL provisions addressing electronic notice;
+Added: (iii) deleting the requirement to make available stockholder lists at stockholder meetings;
+Added: and (iv) clarifying that written consents do not need to be filed with the minutes of the proceedings of the Board or committee in order to be effective.
+Added: Additionally, the Amended and Restated Bylaws also (i) reserve a white proxy card for the exclusive use of the Company;
+Added: (ii) define and clarify the role of the chair of the meeting ;
+Added: (iii) remove reference to the director resignation policy, which will instead be addressed in corporate governance guidelines in line with market practice;
+Added: (iv) remove the provision allowing director removal in the event of a director’s breach of any agreement between such director and the Company relating to such director’s service to the Company;
+Added: (v) update provisions related to inspectors of elections and the rules and regulations for the conduct of meetings;
+Added: (vi) make certain changes to the provisions relating to the Board and officer appointments to provide additional flexibility;
+Added: and (vii) provide for the federal district courts of the United States of America to be the exclusive forum for actions arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.
+Added: The Amended and Restated Bylaws also incorporate technical and conforming revisions and clarifications.
+Added: The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws which are filed as Exhibit 3.5 to this Annual Report on Form 10-K and incorporated herein by reference.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
23 unchanged sentences
Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.
−Removed: (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
+Added: (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.
−Removed: effective as of May 17, 2012 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference).
+Added: effective as of May 17, 2012 (filed as Exhibit 3.2 to KDP's Quarterly Report on Form 10-Q (filed on July 26, 2012) and incorporated herein by reference).
Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.
−Removed: effective as of May 19, 2016 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference).
+Added: effective as of May 19, 2016 (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed on May 20, 2016) and incorporated herein by reference).
Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.
−Removed: effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference).
+Added: effective as of July 9, 2018 (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Amended and Restated By-Laws of Keurig Dr Pepper Inc.
−Removed: effective as of July 9, 2018 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference).
+Added: effective as of February 20, 2025.
Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc.
and Wells Fargo Bank, N.A.
−Removed: (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
+Added: (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
Registration Rights Agreement, dated April 30, 2008, between Dr Pepper Snapple Group, Inc., J.P.
Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co.
−Removed: Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
−Removed: Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
−Removed: Supplemental Indenture, dated May 7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
−Removed: Second Supplemental Indenture dated March 17, 2009, to be effective as of December 31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K (filed on March 26, 2009) and incorporated herein by reference).
+Added: Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC (filed as Exhibit 4.5 to KDP's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
+Added: Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to KDP's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
+Added: Supplemental Indenture, dated May 7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
+Added: Second Supplemental Indenture dated March 17, 2009, to be effective as of December 31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to KDP's Annual Report on Form 10-K (filed on March 26, 2009) and incorporated herein by reference).
Third Supplemental Indenture, dated October 19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor;
−Removed: Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q (filed November 5, 2009) and incorporated herein by reference).
−Removed: Fourth 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 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference).
+Added: Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.9 to KDP's Quarterly Report on Form 10-Q (filed on November 5, 2009) and incorporated herein by reference).
+Added: Fourth 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 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference).
Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc.
−Removed: and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
−Removed: 3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
−Removed: 4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
−Removed: 2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
−Removed: 3.13% Senior Note due 2023 (in global form), dated December 14, 2016, in the principal amount of $500,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
−Removed: 3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
−Removed: 4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference).
+Added: and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
+Added: 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 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
+Added: 3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to KDP's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
+Added: 4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to KDP's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
+Added: 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 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
+Added: 2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to KDP's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
+Added: 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 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
+Added: 3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to KDP's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
+Added: 4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to KDP's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
+Added: 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 (filed as Exhibit 4.2 to KDP's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference).
+Added: 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 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference).
Investor Rights Agreement by and among Keurig Dr Pepper Inc.
−Removed: and The Holders Listed on Schedule A thereto, dated as of July 9, 2018 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: and The Holders Listed on Schedule A thereto, dated as of July 9, 2018 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A.
−Removed: as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Second Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc.
and Maple Parent Holdings Corp.
−Removed: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc.
and Maple Parent Holdings Corp.
−Removed: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes (filed as Exhibit 4.4 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Fourth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc.
and Maple Parent Holdings Corp.
−Removed: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes (filed as Exhibit 4.5 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc.
and Maple Parent Holdings Corp.
−Removed: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc.
and Maple Parent Holdings Corp.
−Removed: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.8 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: 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 (filed as Exhibit 4.8 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc.
Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co.
−Removed: LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
Joinder to the Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc.
Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co.
−Removed: LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
−Removed: Description of registered securities (filed as Exhibit 4.40 to the Company's Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference).
+Added: LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
+Added: Description of registered securities.
+Added: 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 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference).
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.
−Removed: as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed on March 15, 2021) and incorporated herein by reference).
−Removed: 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 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference).
−Removed: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++
−Removed: Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++
−Removed: Directors' Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++
+Added: as trustee (filed as Exhibit 4.1 to KDP’s Current Report on Form 8-K (filed on March 15, 2021) and incorporated herein by reference).
+Added: 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 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference).
+Added: Base Indenture, dated as of March 7, 2024, among Keurig Dr Pepper Inc., the guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to KDP’s Current Report on Form 8-K (filed on March 7, 2024) and incorporated herein by reference).
+Added: 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.
+Added: Bank Trust Company, National Association, as trustee (filed as Exhibit 4.2 to KDP’s Current Report on Form 8-K (filed on March 7, 2024) and incorporated herein by reference).
+Added: 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.
+Added: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.7 to KDP's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++
+Added: Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.8 to KDP's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++
+Added: Directors' Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.9 to KDP's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++
Keurig Dr Pepper Inc.
−Removed: Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on June 11, 2019) and incorporated herein by reference).++
−Removed: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
−Removed: Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
+Added: Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.1 to KDP's Current Report on Form 8-K (filed on June 11, 2019) and incorporated herein by reference).++
+Added: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.13 to KDP's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
+Added: Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.14 to KDP's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
Keurig Dr Pepper Inc.
−Removed: Severance Pay Plan for Executives, effective as of January 1, 2020 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).++
−Removed: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (retention incentive awards for certain of the Company’s Named Executive Officers) (filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q (filed on October 29, 2020) and incorporated herein by reference).++
−Removed: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019, amended and restated as of December 7, 2020 (retention incentive award for one of the Company’s Named Executive Officers).++
−Removed: Keurig Dr Pepper Short-Term Incentive Plan and Sales Incentive Plan (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K (filed on February 24, 2022) and incorporated herein by reference).++
−Removed: Credit Agreement, dated as of March 24, 2021, among Keurig Dr Pepper Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on March 26, 2021) and incorporated herein by reference).
−Removed: Suspension of Rights Agreement, dated September 10, 2021, among Keurig Dr Pepper Inc.
−Removed: (f/k/a Dr Pepper Snapple Group, Inc.), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (filed on October 28, 2021) and incorporated herein by reference).
+Added: Severance Pay Plan for Executives, effective as of January 1, 2020 (filed as Exhibit 10.12 to KDP’s Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).++
+Added: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (retention incentive awards for certain of KDP’s Named Executive Officers) (filed as Exhibit 10.14 to KDP’s Quarterly Report on Form 10-Q (filed on October 29, 2020) and incorporated herein by reference).++
+Added: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019, amended and restated as of December 7, 2020 (retention incentive award for one of KDP’s Named Executive Officers).++
+Added: Keurig Dr Pepper Short-Term Incentive Plan and Sales Incentive Plan (filed as Exhibit 10.11 to KDP’s Annual Report on Form 10-K (filed on February 24, 2022) and incorporated herein by reference).++
Credit Agreement, dated as of February 23, 2022, among Keurig Dr Pepper Inc., JPMorgan Chase Bank, N.A.
−Removed: as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K (filed on February 24, 2022) and incorporated herein by reference).
−Removed: Letter Agreement by and between the Company and Robert J.
−Removed: Gamgort dated April 5, 2022 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on April 5, 2022) and incorporated herein by reference).
−Removed: Letter Agreement by and between the Company and Mauricio Leyva dated July 15, 2022 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on July 19, 2022) and incorporated herein by reference).
+Added: as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.15 to the KDP’s Annual Report on Form 10-K (filed on February 24, 2022) and incorporated herein by reference).
+Added: Letter Agreement by and between KDP and Robert J.
+Added: Gamgort dated April 5, 2022 (filed as Exhibit 10.1 to KPD's Current Report on Form 8-K (filed on April 5, 2022) and incorporated herein by reference).
Keurig Dr Pepper Inc.
−Removed: Executive Severance Plan, effective as of July 29, 2022 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (filed on July 28, 2022) and incorporated herein by reference).++
−Removed: Letter Agreement by and between the Company and Sudhanshu Priyadarshi dated October 21, 2022 (filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K (filed on February 23, 2023) and incorporated herein by reference).++
−Removed: Keurig Dr Pepper Short-Term Incentive Plan (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K (filed on February 23, 2023) and incorporated herein by reference).++
−Removed: Letter Agreement by and between the Company and Timothy Cofer dated September 18, 2023 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (filed on October 26, 2023) and incorporated herein by reference).++
−Removed: Letter Agreement by and between the Company and Andrew Archambault dated October 31, 2023.++
−Removed: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (award for certain of the Company’s Named Executive Officers).++
+Added: Executive Severance Plan, effective as of July 29, 2022 (filed as Exhibit 10.4 to KDP’s Quarterly Report on Form 10-Q (filed on July 28, 2022) and incorporated herein by reference).++
+Added: Letter Agreement by and between KDP and Sudhanshu Priyadarshi dated October 21, 2022 (filed as Exhibit 10.18 to KDP’s Annual Report on Form 10-K (filed on February 23, 2023) and incorporated herein by reference).++
+Added: Keurig Dr Pepper Short-Term Incentive Plan (filed as Exhibit 10.20 to KDP’s Annual Report on Form 10-K (filed on February 23, 2023) and incorporated herein by reference).++
+Added: Letter Agreement by and between KDP and Timothy Cofer dated September 18, 2023 (filed as Exhibit 10.1 to KDP’s Quarterly Report on Form 10-Q (filed on October 26, 2023) and incorporated herein by reference).++
+Added: Letter Agreement by and between KDP and Andrew Archambault dated October 31, 2023.++
+Added: Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (award for certain of KDP’s Named Executive Officers).++
+Added: 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.
+Added: Ghost Lifestyle LLC Second Amended and Restated Limited Liability Company Agreement, dated December 31, 2024.
+Added: Insider Trading Policy
List of Subsidiaries of Keurig Dr Pepper Inc.
−Removed: List of Guarantor Subsidiaries (filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (filed on June 30, 2020) and incorporated herein by reference).
+Added: List of Guarantor Subsidiaries (filed as Exhibit 22.1 to KDP’s Quarterly Report on Form 10-Q (filed on June 30, 2020) and incorporated herein by reference).
Consent of Deloitte & Touche LLP
15 unchanged sentences
++ Indicates a management contract or compensatory plan or arrangement.
+Added: ‡ Certain portions of this exhibit have been omitted from this filing pursuant to Item 601 of Regulation S-K.
FORM 10-K SUMMARY
4 unchanged sentences
Sudhanshu Priyadarshi
−Removed: Chief Financial Officer of Keurig Dr Pepper Inc.
+Added: Chief Financial Officer
(Principal Financial Officer)
February 25, 2025
−Removed: 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 the dates indicated.
−Removed: /s/ Robert J.
+Added: 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 25, 2025.
+Added: /s/ Timothy Cofer
/s/ Sudhanshu Priyadarshi
−Removed: Gamgort Name:
+Added: Timothy Cofer Name:
Sudhanshu Priyadarshi
−Removed: Chief Executive Officer, President and Executive Chairman of the Board of Directors Title:
+Added: Chief Executive Officer Title:
Chief Financial Officer
−Removed: Keurig Dr Pepper Inc.
−Removed: Keurig Dr Pepper Inc.
−Removed: February 22, 2024 Date:
−Removed: February 22, 2024
+Added: (Principal Executive Officer) (Principal Financial Officer)
/s/ Angela A.
−Removed: /s/ Oray Boston
+Added: /s/ Robert J.
Stephens Name:
−Removed: Senior Vice President and Controller Title:
−Removed: (Principal Accounting Officer)
−Removed: February 22, 2024 Date:
−Removed: February 22, 2024
+Added: Senior Vice President and Controller
+Added: (Principal Accounting Officer) Title:
+Added: Executive Chairman of the Board of Directors
+Added: /s/ Oray Boston By:
+Added: /s/ Joachim Creus
+Added: Oray Boston Name:
+Added: Joachim Creus
+Added: Director Title:
+Added: /s/ Frank Engelen By:
/s/ Olivier Goudet
−Removed: /s/ Peter Harf
−Removed: Olivier Goudet Name:
+Added: Frank Engelen Name:
+Added: Olivier Goudet
Director Title:
−Removed: February 22, 2024 Date:
−Removed: February 22, 2024
−Removed: /s/ Juliette Hickman
+Added: /s/ Juliette Hickman By:
+Added: /s/ Paul Michaels
Juliette Hickman Name:
+Added: Paul Michaels
Director Title:
−Removed: February 22, 2024 Date:
−Removed: February 22, 2024
−Removed: /s/ Pamela Patsley
−Removed: /s/ Lubomira Rochet
+Added: /s/ Pamela Patsley By:
+Added: /s/ Debra Sandler
Pamela Patsley Name:
−Removed: Lubomira Rochet
+Added: Debra Sandler
Director Title:
−Removed: February 22, 2024 Date:
−Removed: February 22, 2024
−Removed: /s/ Debra Sandler
/s/ Robert Singer
−Removed: Debra Sandler Name:
Robert Singer
−Removed: Director Title:
−Removed: February 22, 2024 Date:
−Removed: February 22, 2024
−Removed: /s/ Larry Young
−Removed: February 22, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.