What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-04-23 · 204 added, 75 removed, 152 unchanged (65% of the section changed)

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risks related to the completion of the Separation in the anticipated timeframe, or at all;

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;

our incurrence of significant debt or our entry into other funding alternatives, in each case, which funded the acquisition of JDE Peet's, which may result in dilution to our stockholders or introduce complexity to our capital structure;

additional risks associated with the JDE Peet's Acquisition and those geographies, countries, and associated governments where JDE Peet's currently operates;

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the possibility of negative impacts on business relationships in connection with the JDE Peet's Acquisition and the Separation;

the risk that the JDE Peet's Acquisition and the Separation incur significant additional costs;

the risk that the Separation incurs significant additional costs;

the risk of potential litigation and regulatory actions;

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Given these uncertainties, you should not put undue reliance on any forward-looking statements.

All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report, as well as our subsequent filings with the SEC.

All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as our subsequent filings with the SEC.

Forward-looking statements represent our estimates and assumptions only as of the date that they were made.

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All of the product names included in this Quarterly Report on Form 10-Q are either our registered trademarks or those of our licensors.

KDP is a leading beverage company in North America that manufactures, markets, distributes, and sells hot and cold beverages and single serve brewing systems.

We have a broad portfolio of iconic beverage brands, including Dr Pepper, Canada Dry, Mott's, A&W, Peñafiel, GHOST, 7UP, Snapple, Green Mountain Coffee Roasters, Clamato, The Original Donut Shop, and Core Hydration, as well as the Keurig brewing system.

Our beverage brands are some of the most recognized in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.

We offer more than 125 owned, licensed, and partner brands, supported by powerful distribution capabilities.

On April 1, 2026, we acquired JDE Peet's, which includes powerhouse brands such as Peet’s, L’OR and Jacobs.

JDE Peet’s will contribute to our results beginning in the second quarter of 2026.

Our three operating and reportable segments are U.S.

KDP is a leading beverage company with more than 150 owned, licensed, and partner brands, that meet a wide range of needs and occasions.

Our North American refreshment beverage business holds leadership positions across carbonated soft drinks, water, juice, and mixers, with a portfolio of iconic brands, such as Dr Pepper, Canada Dry, Mott's, A&W, Peñafiel, GHOST, 7UP, Snapple, Clamato, and Core Hydration.

Our global coffee business spans more than 100 markets and includes the leading Keurig single‑serve brewing system in the U.S.

and Canada, along with powerhouse brands such as Peet's, L'OR, and Jacobs, and other regional coffee leaders.

On April 1, 2026, we acquired JDE Peet's, which contributed to our results beginning in the second quarter of 2026.

Our four operating and reportable segments are U.S.

Refreshment Beverages, U.S.

Coffee, and International.

Coffee, KDP International, and JDE Peet's.

In evaluating our performance, we use different volume measures for LRB, coffee and related products, and appliances.

For LRB, we measure our sales volume in 288 fluid ounce equivalent cases.

• For beverage concentrates, we measure our sales volume as concentrate case sales for concentrates sold by us to our bottlers and distributors.

A concentrate case is the amount of concentrate needed to make one case of 288 fluid ounces of finished beverage, the equivalent of 24 twelve-ounce servings.

It does not include any other component of the finished beverage other than concentrate.

• For packaged beverages, we measure volume as case sales to customers.

A case sale represents a unit of measurement equal to 288 fluid ounces of packaged beverage sold by us.

Case sales include both our owned brands and certain brands licensed to and/or distributed by us.

For coffee and related products, which includes single serve, ground, instant, and whole bean coffee, as well as related products, including tea and cocoa, we measure our sales volume in metric tons.

For appliances, we measure sales volume in individual units.

EXECUTIVE SUMMARY

Results of Operations

First Quarter of 2026 as compared to First Quarter of 2025

Second Quarter of 2026 as compared to Second Quarter of 2025

(in millions, except Diluted EPS)

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We substantially completed the tender offer on April 1, 2026.

During the first quarter of 2026, we completed a series of transactions in order to obtain funding for the consideration of the JDE Peet's Acquisition:

The aggregate cash paid for tendered shares was approximately €15.1 billion, or $17.4 billion.

During the first six months of 2026, we completed a series of transactions in order to obtain funding for the consideration of the JDE Peet's Acquisition:

• Delayed Draw Term Loan of $3.6 billion

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We have incurred acquisition, integration, and financing costs associated with the acquisition of JDE Peet's and planned Separation, which include costs to obtain proceeds to close the JDE Peet's acquisition and costs to manage the FX risk associated with the purchase price.

These costs were primarily recorded to Selling, general, and administrative expenses, Interest expense, net, and Other expense (income), net, and aggregated to a pre-tax impact of approximately $298 million during the first quarter of 2026.

First Quarter of 2026 Compared to First Quarter of 2025

References in the financial tables to percentage changes that are not meaningful are denoted by "NM".

We acquired JDE Peet's on April 1, 2026, which contributed to our results beginning in the second quarter of 2026.

Percentage changes for consolidated results disclosed below include the impact of the acquisition.

Second Quarter of 2026 Compared to Second Quarter of 2025

Consolidated Operations

First Quarter Percentage Change

Second Quarter Percentage Change

($ in millions, except per share amounts) 2026 2025

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Selling, general, and administrative expenses 2,397 1,356 76.8

Other operating income, net — (8) NM

Other operating expense, net 41 1 NM

Income from operations 628 898 (30.1)

Interest expense, net 336 180 86.7

Other expense (income), net 118 (7) NM

Other (income) expense, net (13) — NM

Income before provision for income taxes 305 718 (57.5)

Provision for income taxes 87 143 NM

Provision for income taxes 95 171 (44.4)

Net income 210 547 (61.6)

Net income attributable to non-controlling interests 68 — 100.0

Net income attributable to KDP $ 142 $ 547 (74.0)

Earnings per common share:

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Percentage Change

K-Cup pods (5.4)

Coffee and related products 416.5

Appliances 8.1

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Net price realization 4.2

Gross profit increased 5.7% to $2,098 million for the first quarter of 2026.

This performance primarily reflected the gross profit impact of net sales growth (14 percentage points), partially offset by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (6 percentage points), unfavorable FX impacts (1 percentage point), and unfavorable changes in unrealized commodity mark-to-market activity (1 percentage point).

SG&A expenses increased 12.6% to $1,342 million for the first quarter of 2026, driven by costs associated with the JDE Peet's Acquisition and the planned Separation (7 percentage points), increased transportation and warehousing expenses (2 percentage points), higher labor costs (2 percentage points), increased marketing expenses (2 percentage points), and unfavorable FX impacts (1 percentage points), partially offset by favorable changes in unrealized commodity mark-to-market activity (5 percentage points).

Income from operations decreased 5.6% to $756 million for the first quarter of 2026, as increased gross profit was more than offset by higher SG&A expenses.

Interest expense, net increased 89.9% to $281 million for the first quarter of 2026, driven primarily by the accelerated recognition of deferred financing costs upon termination of our Bridge Credit Agreement (64 percentage points), as well as unfavorable changes in unrealized mark-to-market activity (16 percentage points).

Other expense (income), net reflected expense of $118 million for the first quarter of 2026, primarily driven by the realized and unrealized losses on FX forward contracts related to the funding of the JDE Peet’s Acquisition.

This compared to income of $7 million in the first quarter of 2025.

The effective tax rate increased 270 bps to 24.4% for the first quarter of 2026, compared to 21.7% in the first quarter of 2025, driven by discrete tax impacts associated with the completion of the JV Investment and the creation of the Pod Manufacturing JV (280 bps).

Net income decreased 47.8% to $270 million for the first quarter of 2026, driven primarily by increased interest expense and other non-operating expense.

Diluted EPS decreased 47.4% to $0.20 per diluted share for the first quarter of 2026 as compared to $0.38 in the first quarter of 2025.

(1) The JDE Peet’s Acquisition contributed 67.3% of the volume / mix growth in the quarter.

Gross profit increased 36.0% to $3,066 million for the second quarter of 2026, as compared to $2,255 million for the second quarter of 2025.

The benefits to gross profit of the JDE Peet’s Acquisition (45 percentage points) and legacy KDP net sales growth (10 percentage points) were partially offset by the impact of the JDE Peet’s inventory step-up recognized in cost of sales in the second quarter of 2026 (14 percentage points) and the net impact from changes in ingredients, materials, and productivity, inclusive of tariffs (4 percentage points).

SG&A expenses increased 76.8% to $2,397 million for the second quarter of 2026, as compared to $1,356 million for the second quarter of 2025, primarily driven by the inclusion of JDE Peet’s SG&A expenses (53 percentage points) and transaction and integration costs associated with the JDE Peet’s Acquisition and the Separation (20 percentage points).

Other operating expense, net was $41 million for the second quarter of 2026, as compared to $1 million for the second quarter of 2025, primarily reflecting non-cash write-offs of certain intellectual property assets in the current quarter.

Income from operations decreased 30.1% to $628 million for the second quarter of 2026, as compared to $898 million for the second quarter of 2025, as increased gross profit was outpaced by increased SG&A and other operating expenses.

Interest expense, net was $336 million for the second quarter of 2026, as compared to $180 million for the second quarter of 2025, driven by increased debt and higher financing costs, including debt acquired in the JDE Peet's Acquisition.

The effective tax rate increased 730 bps to 31.1% for the second quarter of 2026, compared to 23.8% for the second quarter of 2025, primarily driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition (920 bps).

Net income was $210 million for the second quarter of 2026, as compared to $547 million for the second quarter of 2025, driven by reduced income from operations, increased interest expense, and the increased effective tax rate.

Net income attributable to KDP was $142 million for the second quarter of 2026, including the dilutive impact of $68 million of net income attributable to non-controlling interests in the current quarter, primarily the Pod Manufacturing JV.

Diluted EPS was $0.04 per diluted share for the second quarter of 2026 as compared to $0.40 in the second quarter of 2025, driven by reduced net income attributable to KDP and dividends allocated to preferred shareholders.

Refer to Note 6 of the Notes to our Unaudited Consolidated Financial Statements for the computation of diluted EPS.

Results of Operations by Segment

The following tables provide certain results of operations for our reportable segments for the first quarter of 2026 and 2025.

First Quarter Percentage Change

The following tables provide certain results of operations for our reportable segments for the second quarter of 2026 and 2025.

Second Quarter Percentage Change

(in millions) 2026 2025

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Coffee 918 948 (3.2)

International 520 435 19.5

KDP International 664 555 19.6

JDE Peet’s (1)

2,802 — 100.0

Total net sales $ 7,309 $ 4,163 75.6

Income (loss) from operations

Refreshment Beverages $ 857 $ 746 14.9 %

Coffee 149 233 (36.1)

KDP International 152 143 6.3

JDE Peet’s (1)

Unallocated corporate costs (468) (224) 108.9

Income from operations $ 628 $ 898 (30.1)

Operating margin

Refreshment Beverages 29.3 % 28.0 % 130 bps

Coffee 16.2 24.6 (840) bps

KDP International 22.9 25.8 (290) bps

JDE Peet’s (1)

(1) As we acquired JDE Peet’s on April 1, 2026, comparative information is not applicable for the second quarter of 2025.

Sales Volumes

LRB Coffee and related products Appliances

Refreshment Beverages 2.4 % — % — %

Coffee NM (12.8) 2.1

KDP International 4.5 (2.0) 6.3

JDE Peet's — 100.0 100.0

Net Sales Drivers

Volume / Mix Net Price Realization FX Total

Refreshment Beverages 6.5 % 3.5 % — % 10.0 %

Coffee (8.2) 5.0 — (3.2)

International 85 90 (5.6)

KDP International 6.5 5.9 7.2 19.6

JDE Peet's 100.0 — — 100.0

Refreshment Beverages

Sales volume increased 2.4% in the second quarter of 2026, led by growth in energy and sports hydration drinks, partially offset by declines in the balance of our portfolio.

Net sales increased 10.0% to $2,925 million for the second quarter of 2026, driven by volume / mix growth and higher net price realization.

Income from operations increased 14.9% to $857 million for the second quarter of 2026.

This performance was led by the benefit to gross profit of net sales growth (21 percentage points) and a favorable comparison to Ghost integration expenses in the second quarter of 2025 (3 percentage points), partially offset by a net unfavorable change in ingredients, materials, and productivity, inclusive of tariffs (5 percentage points) and increased transportation and warehousing expenses (2 percentage points).

Appliance volume increased 2.1%.

Coffee and related products volume decreased 12.8%, reflecting price elasticity impacts, single serve category softness, and a temporary reporting shift of Peet’s K-cup pods into the JDE Peet’s segment.

Net sales decreased 3.2% to $918 million for the second quarter of 2026, led by unfavorable volume / mix, which was partially offset by favorable net price realization.

Income from operations decreased 36.1% to $149 million for the second quarter of 2026, driven primarily by costs associated with the integration of JDE Peet’s and the Separation (22 percentage points), a net unfavorable change in ingredients, materials, and productivity, inclusive of tariffs (17 percentage points), and the gross profit impact of the decline in net sales (7 percentage points).

KDP International

LRB sales volume increased 4.5%.

Appliance volumes increased 6.3%.

Coffee and related products volume decreased 2.0%.

Net sales increased 19.6% to $664 million in the second quarter of 2026, reflecting favorable FX translation, volume / mix growth, and higher net price realization.

Income from operations increased 6.3%, to $152 million for the second quarter of 2026, as the benefits from the gross profit impact of the higher net price realization and favorable net FX translation were partially offset by increased IEPS taxes in Mexico and a net unfavorable impact from changes in ingredients, materials, and productivity.

JDE Peet’s sales volumes, net sales, and loss from operations were wholly incremental to KDP as a result of the JDE Peet’s Acquisition.

The loss from operations in the second quarter of 2026 included a $314 million increase in cost of sales due to the impact of the inventory step-up to fair value in connection with the JDE Peet’s Acquisition and the subsequent sale of that inventory.

First Six Months of 2026 Compared to First Six Months of 2025

Consolidated Operations

First Six Months Percentage Change

($ in millions, except per share amounts) 2026 2025

Net sales $ 11,285 $ 7,798 44.7 %

Cost of sales 6,121 3,558 72.0

Gross profit 5,164 4,240 21.8

Selling, general, and administrative expenses 3,739 2,548 46.7

Other operating expense (income), net 41 (7) NM

Income from operations 1,384 1,699 (18.5)

Interest expense, net 617 328 88.1

Other (income) expense, net 105 (7) NM

Income before provision for income taxes 662 1,378 (52.0)

Provision for income taxes 182 314 (42.0)

Net income 480 1,064 (54.9)

Net income attributable to non-controlling interests 68 — NM

Net income attributable to KDP $ 412 $ 1,064 (61.3)

Earnings per common share:

Basic $ 0.24 $ 0.78 (69.2) %

Diluted 0.24 0.78 (69.2)

Gross margin 45.8 % 54.4 % (860) bps

Operating margin 12.3 21.8 (950) bps

Effective tax rate 27.5 22.8 470 bps

Sales Volumes

Percentage Change

Coffee and related products 206.5

Appliances 0.6

Net Sales Drivers

Percentage Change

Volume / mix (1)

Net price realization 4.8

(1) The JDE Peet’s Acquisition contributed 35.9% of the volume / mix growth in the quarter.

Gross profit increased 21.8% to $5,164 million for the first six months of 2026.

The benefits to gross profit of the JDE Peet’s Acquisition (24 percentage points) and legacy KDP net sales growth (11 percentage points) were partially offset by the impact of the JDE Peet’s inventory step-up recognized in cost of sales in the first six months of 2026 (7 percentage points) and a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (5 percentage points).

SG&A expenses increased 46.7% to $3,739 million for the first six months of 2026, driven by the inclusion of JDE Peet’s SG&A expenses (28 percentage points), transaction and integration costs associated with the JDE Peet's Acquisition and the Separation (14 percentage points), and higher labor costs (2 percentage points).

Other operating expense (income), net was expense of $41 million for the first six months of 2026, as compared to income of $7 million for the first six months of 2025, primarily reflecting non-cash write-offs of certain intellectual property assets in the current year-to-date period.

Income from operations decreased 18.5% to $1,384 million for the first six months of 2026, as increased gross profit was more than offset by higher SG&A and other operating expenses.

Interest expense, net increased 88.1% to $617 million for the first six months of 2026, driven by increased debt and higher financing costs, including debt acquired in the JDE Peet's Acquisition.

Other (income) expense, net reflected expense of $105 million for the first six months of 2026, primarily driven by realized losses on FX forward contracts related to the funding of the JDE Peet’s Acquisition.

This compared to income of $7 million in the first six months of 2025.

The effective tax rate increased 470 bps to 27.5% for the first six months of 2026, compared to 22.8% in the first six months of 2025, primarily driven by a non-cash revaluation of state deferred tax liabilities as a result of the JDE Peet's Acquisition (420 bps), partially offset by discrete tax impacts associated with the completion of the JV Investment and the creation of the Pod Manufacturing JV (70 bps).

Net income decreased 54.9% to $480 million for the first six months of 2026, driven by reduced income from operations, increased interest expense, and the increased effective tax rate.

Net income attributable to KDP was $412 million for the first six months of 2026, including the dilutive impact of $68 million of net income attributable to non-controlling interests, primarily the Pod Manufacturing JV.

Diluted EPS decreased 69.2% to $0.24 per diluted share for the first six months of 2026 as compared to $0.78 in the first six months of 2025, driven by reduced net income attributable to KDP and dividends allocated to preferred shareholders.

Refer to Note 6 of the Notes to our Unaudited Consolidated Financial Statements for the computation of diluted EPS.

Results of Operations by Segment

The following tables provide certain results of operations for our reportable segments for the first six months of 2026 and 2025.

First Six Months Percentage Change

(in millions) 2026 2025

Refreshment Beverages $ 5,524 $ 4,983 10.9 %

Coffee 1,775 1,825 (2.7)

KDP International 1,184 990 19.6

JDE Peet's (1)

2,802 — 100.0

Total net sales $ 11,285 $ 7,798 44.7

Income (loss) from operations

Refreshment Beverages $ 1,578 $ 1,400 12.7 %

Coffee 309 435 (29.0)

KDP International 237 233 1.7

JDE Peet's (1)

Unallocated corporate costs (678) (369) 83.7

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Coffee 17.4 23.8 (640) bps

International 16.3 20.7 (440) bps

KDP International 20.0 23.5 (350) bps

JDE Peet's (1)

(1) As we acquired JDE Peet’s on April 1, 2026, comparative information is not applicable for the first six months of 2025.

Sales Volumes

LRB K-Cup Pods Appliances

LRB Coffee and related products Appliances

Refreshment Beverages 1.0 % — % — %

Coffee NM (9.7) (2.7)

International (3.5) 4.5 (6.8)

KDP International 0.9 (2.0) 0.4

JDE Peet's — 100.0 100.0

Net Sales Drivers

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Coffee (8.1) 5.4 — (2.7)

International (0.7) 9.2 11.0 19.5

KDP International 3.3 7.4 8.9 19.6

JDE Peet's 100.0 — — 100.0

Refreshment Beverages

Sales volume decreased 0.6%, as growth in energy was more than offset by declines in the balance of our portfolio.

Net sales increased 11.9% to $2,599 million for the first quarter of 2026, driven by volume / mix growth and higher net price realization.

Income from operations increased 10.2% to $721 million for the first quarter of 2026.

This performance was driven by the gross profit impact of net sales growth (27 percentage points), which was partially offset by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (9 percentage points), increased transportation and warehousing expenses (4 percentage points), higher labor costs (3 percentage points), and increased marketing expenses (2 percentage points).

Sales volume increased 1.0%, led by growth in energy and sports hydration drinks, partially offset by declines in the balance of our portfolio.

Net sales increased 10.9% to $5,524 million for the first six months of 2026, driven by volume / mix growth and higher net price realization.

Income from operations increased 12.7% to $1,578 million for the first six months of 2026.

This performance was driven by the gross profit impact of net sales growth (24 percentage points), which was partially offset by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (7 percentage points), increased transportation and warehousing expenses (3 percentage points), and higher labor costs (2 percentage points).

Appliance volume decreased 2.7%, reflecting price elasticity impacts.

K-Cup pod volume decreased 6.8%, reflecting price elasticity impacts and retailer inventory adjustments.

Net sales decreased 2.3% to $857 million for the first quarter of 2026, as higher net price realization was more than offset by unfavorable volume / mix.

Income from operations decreased 20.8% to $160 million for the first quarter of 2026, driven by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (28 percentage points), the volume / mix decline (20 percentage points) and increased marketing expenses (3 percentage points), partially offset by the benefit of higher net price realization (26 percentage points).

International

LRB sales volume decreased 3.5%.

Appliance volumes decreased 6.8% and K-Cup pod volumes increased 4.5%.

Net sales increased 19.5% to $520 million in the first quarter of 2026, reflecting favorable FX translation and higher net price realization, slightly offset by unfavorable volume / mix.

Income from operations decreased 5.6% to $85 million for the first quarter of 2026, as the benefits from higher net price realization and favorable FX were more than offset by the volume / mix decline, a net unfavorable impact from changes in ingredients, materials, and productivity, increased marketing expenses, and increases in other production costs.

Coffee and related products volume decreased 9.7%, reflecting price elasticity impacts and single serve category softness.

Net sales decreased 2.7% to $1,775 million for the first six months of 2026, as higher net price realization was more than offset by unfavorable volume / mix.

Income from operations decreased 29.0% to $309 million for the first six months of 2026, driven by a net unfavorable impact from changes in ingredients, materials, and productivity, inclusive of tariffs (22 percentage points), costs associated with the integration of JDE Peet’s and the Separation (12 percentage points) and increased marketing expenses (3 percentage points).

KDP International

LRB sales volume increased 0.9%.

Appliance volumes increased 0.4%.

Coffee and related products volume decreased 2.0%.

Net sales increased 19.6% to $1,184 million in the first six months of 2026, reflecting favorable FX translation, higher net price realization, and favorable volume / mix.

Income from operations increased 1.7% to $237 million for the first six months of 2026, as the benefit from higher net price realization was partially offset by increased IEPS taxes in Mexico and a net unfavorable impact from changes in ingredients, materials, and productivity.

JDE Peet’s sales volumes, net sales, and loss from operations were wholly incremental to KDP as a result of the JDE Peet’s Acquisition.

The loss from operations in the first six months of 2026 included a $314 million increase in cost of sales due to the impact of the inventory step-up to fair value in connection with the JDE Peet’s Acquisition and the subsequent sale of that inventory.

CRITICAL ACCOUNTING ESTIMATES

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to have a material effect on our overall business, liquidity, financial condition, or results of operations for the foreseeable future.

First Quarter

First Six Months

(in millions) 2026 2025

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Sources of Liquidity - Operations

Net cash provided by operating activities increased $72 million for the first quarter of 2026, as compared to the first quarter of 2025, driven by the favorable comparison in working capital, partially offset by a lower net income adjusted for non-cash items in the period.

Net cash provided by operating activities increased $536 million for the first six months of 2026, as compared to the first six months of 2025, driven by the favorable comparison in working capital as compared to the prior period.

Sources of Liquidity - Financing

Refer to Note 3 of the Notes to our Unaudited Consolidated Financial Statements for management's discussion of our financing arrangements.

As of March 31, 2026, we were in compliance with all debt covenants and we have no reason to believe that we will be unable to satisfy these covenants.

As of June 30, 2026, we were in compliance with all debt covenants and we have no reason to believe that we will be unable to satisfy these covenants.

We also have an active shelf registration statement, filed with the SEC on August 15, 2025, which allows us to issue an indeterminate number or amount of common stock, preferred stock, debt securities, and warrants from time to time in one or more offerings at the direction of our Board.

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The downgrade of both our long-term debt and commercial paper ratings may have adverse effects on our borrowing costs, access to capital markets, liquidity, flexibility in responding to changing market conditions, and, as a result, our financial performance.

JDE Peet's Acquisition

We entered into various transactions in order to finance the JDE Peet's Acquisition.

Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for additional information.

Principal Uses of Capital Resources

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We dynamically adjust our cash deployment plans based on the specific opportunities available in a given period, but over time we allocate capital to balance each of these priorities.

Regular Quarterly Dividends

We have declared total dividends of $0.23 per share in both the first quarter of 2026 and 2025.

We have declared total dividends to common shareholders of $0.46 per share in both the first six months of 2026 and 2025.

Additionally, we have paid total dividends of $54 million to the holders of our Convertible Preferred Stock in the first six months of 2026.

Acquisitions of Businesses and Purchases of Intangible Assets

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These transactions could be accounted for either as an acquisition of a business or, if the majority of the transaction price represents the acquisition of a single intangible asset, as an asset acquisition.

Purchases of intangible assets were $2 million and $14 million for the first quarter of 2026 and 2025, respectively.

In the second quarter of 2026, we completed the JDE Peet's Acquisition, which was the primary driver for the change in Net cash used in investing activities as compared to the prior period.

Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for additional information.

Other purchases of intangible assets were $4 million and $16 million for the first six months of 2026 and 2025, respectively.

Capital Expenditures

Purchases of property, plant, and equipment were $116 million and $120 million for the first quarter of 2026 and 2025, respectively.

Purchases of property, plant, and equipment were $297 million and $226 million for the first six months of 2026 and 2025, respectively.

Capital expenditures included in accounts payable and accrued expenses were $207 million and $155 million for the first six months of 2026 and 2025, respectively.

Capital expenditures, which includes both purchases of property, plant, and equipment and amounts included in accounts payable and accrued expenses, primarily related to investments in manufacturing capabilities, both in the U.S.

and internationally, for the first quarter of 2026 and 2025.

Capital expenditures included in accounts payable and accrued expenses were $130 million and $176 million for the first quarter of 2026 and 2025, respectively, which primarily related to these investments.

and internationally, for the first six months of 2026 and 2025.

Equity Method Investments

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Our investments may involve acquiring a minority interest in equity securities of a company, in certain cases with a protected path to ownership at our future option.

JDE Peet's Acquisition

We entered into various transactions in order to finance the JDE Peet's Acquisition.

Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for additional information.

Uncertainties and Trends Affecting Liquidity

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These disruptions could have a negative impact on the ability of our customers to timely pay their obligations to us, thus reducing our cash flow, or the ability of our vendors to timely supply materials.

Customer and consumer demand for our products may also be impacted by the risk factors discussed under "Risk Factors" in Part 1, Item 1A of our Annual Report, as well as subsequent filings with the SEC, that could have a material effect on production, delivery, and consumption of our products, which could result in a reduction in our sales volume.

Customer and consumer demand for our products may also be impacted by the risk factors discussed herein, as well as subsequent filings with the SEC, that could have a material effect on production, delivery, and consumption of our products, which could result in a reduction in our sales volume.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The Notes are fully and unconditionally guaranteed by certain of our direct and indirect subsidiaries (the "Guarantors"), as defined in the indentures governing the Notes.

The Guarantors are 100% owned either directly or indirectly by us and jointly and severally guarantee, subject to the release provisions described below, our obligations under the Notes.

None of our subsidiaries organized outside of the U.S., any of the subsidiaries held by Maple prior to the DPS Merger, or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the Notes, with the exception of Maple, which became a Guarantor effective March 6, 2026.

The subsidiary guarantees with respect to the Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of our other indebtedness, our exercise of the legal defeasance option with respect to the Notes, and the discharge of our obligations under the applicable indenture.

The KDP Notes are fully and unconditionally guaranteed by certain of our direct and indirect subsidiaries (the "Guarantors"), as defined in the indentures governing the KDP Notes.

The Guarantors, other than JDE Peet’s, are 100% owned either directly or indirectly by us and jointly and severally guarantee, subject to the release provisions described below, our obligations under the KDP Notes.

We have acquired 97.75% of the issued and outstanding ordinary shares of JDE Peet's, and intend to acquire the remaining shares through completion of the demerger process.

On May 21, 2026, JDE Peet's agreed to fully and unconditionally guarantee, on a joint and several basis with KDP and the other Guarantors, the obligations of Maple in respect of the Maple Notes and the delayed draw term loan facility, and to fully and unconditionally guarantee, on a joint and several basis with Maple and the other Guarantors, the obligations of KDP in respect of its existing outstanding senior notes and revolving credit facility.

JDE Peet's guarantees of KDP’s obligations provide that, in addition to the events specified in the applicable indentures and credit agreements governing such indebtedness, such guarantees shall automatically terminate upon the Separation.

In addition, on May 21, 2026, Maple, KDP and the Guarantors agreed to fully and unconditionally guarantee, on a joint and several basis with each other, the obligations of JDE Peet's in respect of the JDE Peet's Notes.

KDP and the Guarantors’ guarantees (excluding the guarantees of Maple) of the JDE Peet's Notes provide that, in addition to the events specified in the applicable agreements governing such indebtedness, such guarantees shall automatically terminate upon the Separation.

None of our subsidiaries organized outside of the U.S., any of the subsidiaries held by Maple prior to the DPS Merger, or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the KDP Notes, with the exception of Maple, which became a Guarantor effective March 6, 2026, and JDE Peet's, which became a Guarantor on May 21, 2026, as described above.

The subsidiary guarantees with respect to the KDP Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of our other indebtedness, our exercise of the legal defeasance option with respect to the Notes, and the discharge of our obligations under the applicable indenture.

The following schedules present the summarized financial information for Keurig Dr Pepper Inc.

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The consolidating schedules are provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries.

The following schedules include Maple as a Guarantor effective March 6, 2026.

The following schedules include Maple as a Guarantor effective March 6, 2026 and JDE Peet's as a Guarantor effective May 21, 2026.

Summarized financial information for the Parent and Guarantors is as follows:

(in millions) First Quarter of 2026

(in millions) First Six Months of 2026

Net sales $ 5,621

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Income from operations 513

Net income 274

(in millions) March 31, 2026

Net loss (96)

(in millions) June 30, 2026

Current assets $ 3,037

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Total liabilities (2)

(1) Includes $9 million of intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of March 31, 2026.

(2) Includes $3,002 million of intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of March 31, 2026.

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the disclosures on market risk made in our Annual Report.

(1) Includes $8 million of intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of June 30, 2026.

(2) Includes $2,872 million of intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of June 30, 2026.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis