Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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, 2025, 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
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. 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. GAAP.
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, 2025.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
ATTESTATION REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their attestation report, which is included in Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
As of December 31, 2025, management has concluded that there have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
USE OF RULE 10B5-1 TRADING ARRANGEMENTS
On December 10, 2025 , Robert Gamgort , Chairman of the Board , 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 1,400,000 shares of KDP’s common stock until January 1, 2027 .
During the fourth quarter of 2025, 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.
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DEPARTURE OF CHAIRMAN OF THE BOARD OF DIRECTORS
On February 23, 2026, the Board accepted the resignation of Robert Gamgort as Chairman of the Board and a director of the Company, and the Board appointed Pamela Patsley, a current member of the Board, to serve as Chair of the Board, in each case, effective as of March 31, 2026. Mr. Gamgort’s resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. Accordingly, the Board will reduce its size to ten members upon Mr. Gamgort's resignation.
Ms. Patsley has served as a member of the Board since July 2018 and served as Lead Independent Director of the Board since December 2024. Ms. Patsley served as the Executive Chairman of MoneyGram International, Inc. from 2016 to 2018 and its Executive Chairman and Chief Executive Officer from 2009 to 2015. Prior to joining the Board, Ms. Patsley served on the board of directors of Dr Pepper Snapple Group, Inc.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS
The following financial statements are included in Part II, Item 8, "Financial Statements and Supplementary Data," in this Annual Report on Form 10-K:
• Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023.
• Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023.
• Consolidated Balance Sheets as of December 31, 2025 and 2024.
• Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023.
• Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024, and 2023.
• Notes to Consolidated Financial Statements for the years ended December 31, 2025, 2024, and 2023 and as of December 31, 2025 and 2024.
SCHEDULES
Schedules are omitted because they are not required or applicable, or the required information is included in the Consolidated Financial Statements or related notes.
EXHIBITS
See Exhibit Index.
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EXHIBIT INDEX
Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
2.1
Merger Protocol, dated as of August 24, 2025, among Keurig Dr Pepper Inc. and JDE Peet's N.V. 8-K 8/25/2025 2.1 ‡
2.2
Form of Irrevocable Undertaking, dated as of August 24, 2025 8-K 8/25/2025 2.2
3.1
Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. 8-K 5/12/2008 3.1
3.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 10-Q 7/26/2012 3.2
3.3
Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 8-K 5/20/2016 3.1
3.4
Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 8-K 7/9/2018 3.1
3.5
Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, 2025 10-K 2/25/2025 3.5
4.1
Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee 8-K 12/23/2009 4.1
4.2
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 8-K 11/10/2015 4.1
4.3
4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 8-K 11/10/2015 4.3
4.4
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 8-K 9/16/2016 4.1
4.5
2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 8-K 9/16/2016 4.2
4.6
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 8-K 12/14/2016 4.1
4.7
3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 8-K 12/14/2016 4.4
4.8
4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 8-K 12/14/2016 4.5
4.9
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 8-K 2/2/2017 4.2
4.10
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 8-K 6/15/2017 4.1
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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
4.11
Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A. as trustee 8-K 7/9/2018 4.1
4.12
Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes 8-K 7/9/2018 4.4
4.13
Fourth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes 8-K 7/9/2018 4.5
4.14
Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes 8-K 7/9/2018 4.6
4.15
Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes 8-K 7/9/2018 4.7
4.16
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 8-K 7/9/2018 4.8
4.1 7
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 8-K 4/13/2020 4.1
4.1 8
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. as trustee 8-K 3/15/2021 4.1
4. 19
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 8-K 4/22/2022 4.1
4.2 0
Base Indenture, dated as of March 7, 2024, among Keurig Dr Pepper Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee 8-K 3/7/2024 4.1
4. 21
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. Bank Trust Company, National Association, as trustee 8-K 3/7/2024 4.2
4.2 2
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 10-K 2/25/2025 4.35
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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
4.2 3
Second Supplemental Indenture, dated as of May 5, 2025, among Keurig Dr Pepper Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee 8-K 5/5/2025 4.1
4.2 4
Form of Floating Rate Senior Note due 2026 8-K 5/5/2025 4.2
4.2 5
Form of 4.350% Senior Note due 2028 8-K 5/5/2025 4.3
4.2 6
Form of 4.600% Senior Note due 2030 8-K 5/5/2025 4.4
4.2 7
Form of 5.150% Senior Note due 2035 8-K 5/5/2025 4.5
4.2 8
Eighth Supplemental Indenture, dated as of August 15, 2025, among Keurig Dr Pepper Inc., the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee — — — *
4. 29
Thirteenth Supplemental Indenture, dated as of August 15, 2025, among Keurig Dr Pepper Inc., the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee — — — *
4. 30
Description of registered securities
— — — *
10.1
Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019
8-K 6/11/2019 10.1 ++
10.2
Keurig Dr Pepper Short-Term Incentive Plan and Sales Incentive Plan
10-K 2/24/2022 10.11 ++
10.3
Letter Agreement by and between KDP and Robert J. Gamgort dated April 5, 2022
8-K 4/5/2022
10.1
++
10.4
Keurig Dr Pepper Inc. Executive Severance Plan, effective as of July 29, 2022
10-Q 7/28/2022 10.4 ++
10.5
Letter Agreement by and between KDP and Sudhanshu Priyadarshi dated October 21, 2022
10-K 2/23/2023 10.18 ++
10.6
Keurig Dr Pepper Short-Term Incentive Plan
10-K
2/23/2023 10.20
++
10.7
Letter Agreement by and between KDP and Timothy Cofer dated September 18, 2023
10-Q
10/26/2023
10.1
++
10.8
Letter Agreement by and between KDP and Anthony DiSilvestro dated November 21, 2025 — — — *
++
10.9
Letter Agreement by and between KDP and Sudhanshu Priyadarshi dated November 21, 2025 — — — *
++
10.10
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
10-K 2/25/2025
10.19
‡
10.11
Ghost Lifestyle LLC Second Amended and Restated Limited Liability Company Agreement, dated December 31, 2024
10-K 2/25/2025 10.20
‡
10.12
Credit Agreement, dated as of March 31, 2025,
among Keurig Dr Pepper Inc., JPMorgan Chase
Bank, N.A. as administrative agent, and the
lenders and issuing banks party thereto 8-K 3/31/2025 10.1 ‡
10.13
Bridge Credit Agreement, dated as of August 24, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent 8-K 8/25/2025 10.1 ‡
10.14
Revolving Credit Agreement Amendment, dated as of September 30, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and JPMorgan Chase, Bank, N.A., as administrative agent 10-Q 10/27/2025 10.2
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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
10.15
Preferred Investment Agreement, dated as of
October 27, 2025, by and between Keurig Dr
Pepper Inc., the KKR Investor and the Apollo
Investor 8-K 10/30/2025 10.1
10.16
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
8-K 2/23/2026
10.3
10.17
JV Commitment Letter, dated October 26, 2025,
between Keurig Dr Pepper Inc. and each of the JV
Investors 8-K 10/30/2025 10.2
10.18
Transaction Agreement, dated as of February 23, 2026, by and among Keurig Dr Pepper Inc., the Pod Manufacturing JV, Keurig Green Mountain, Inc., KGM Manufacturing LLC, Keurig Production Holding, LLC and the JV Investor Partner
8-K 2/23/2026
10.1
10.19
Form of Amended and Restated Limited Partnership Agreement of the Pod Manufacturing JV, by and among the Pod Manufacturing JV, Keurig JV GP, LLC, Keurig Production Subco, LLC, Keurig Lux Holdco, S.a.r.l. and the JV Investor Partner
8-K 2/23/2026
10.2
10. 20
Delayed Draw Term Loan Agreement dated as December 18, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent 8-K
12/19/2025 10.1
10. 21
Amendment No.1 to Bridge Credit Agreement, dated as of December 18, 2025, among Keurig Dr Pepper Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
8-K 12/19/2025 10.2
10. 22
Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019
— — — *
++
10.2 3
Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019
— — — *
++
10.2 4
Performance Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019
— — — *
++
10.2 5
Directors' Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2019
— — — *
++
19.1
Insider Trading Policy
10-K 2/25/2025 19.1
21.1
List of Subsidiaries of Keurig Dr Pepper Inc. — — — *
22.1
List of Guarantor Subsidiaries — — — *
23.1
Consent of Deloitte & Touche LLP — — — *
31.1
Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act. — — — *
31.2
Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act. — — — *
32.1
Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code. — — — **
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Incorporated by Reference
No. Exhibit Description Form Date of Filing Exhibit Number Footnote
32.2
Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code. — — — **
97.1
Keurig Dr Pepper Inc. Clawback Policy, As Adopted on September 18, 2023
10-K 2/22/2024 97.1 ++
101 The following financial information from Keurig Dr Pepper Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to the Audited Consolidated Financial Statements.
— — — *
104 The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL. *
* Filed herewith.
** Furnished herewith.
++ Indicates a management contract or compensatory plan or arrangement.
‡ Certain portions of this exhibit have been omitted from this filing pursuant to Item 601 of Regulation S-K.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Keurig Dr Pepper Inc.
By: /s/ Anthony DiSilvestro
Name: Anthony DiSilvestro
Title: Chief Financial Officer
(Principal Financial Officer)
Date: February 24, 2026
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 24, 2026.
By: /s/ Timothy Cofer
By: /s/ Anthony DiSilvestro
Name: Timothy Cofer Name: Anthony DiSilvestro
Title: Chief Executive Officer Title: Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
By: /s/ Angela A. Stephens By: /s/ Robert J. Gamgort
Name: Angela A. Stephens Name: Robert J. Gamgort
Title: Senior Vice President and Controller
(Principal Accounting Officer) Title: Chairman of the Board of Directors
By: /s/ Oray Boston By: /s/ Juliette Hickman
Name: Oray Boston Name: Juliette Hickman
Title: Director Title: Director
By: /s/ Pamela Patsley By: /s/ Debra Sandler
Name: Pamela Patsley Name: Debra Sandler
Title: Director Title: Director
By: /s/ Robert Singer By: /s/ Michael Van de Ven
Name: Robert Singer Name: Michael Van de Ven
Title: Director Title: Director
By: /s/ Lawson Whiting
Name: Lawson Whiting
Title: Director
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