Keurig Dr Pepper Inc. - Quarter Report: 2025 June (Form 10-Q)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934.

☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No ☒

As of July 22, 2025, there were shares of the registrant's common stock, par value $0.01 per share, outstanding.

KEURIG DR PEPPER INC.

FORM 10-Q

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income		1
	Condensed Consolidated Statements of Comprehensive Income		2
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Cash Flows		4
	Condensed Consolidated Statements of Changes in Stockholders' Equity		6
	Notes to Condensed Consolidated Financial Statements		8
	1	General	8
	2	Long-Term Obligations and Borrowing Arrangements	8
	3	Acquisitions	11
	4	Goodwill and Other Intangible Assets	11
	5	Derivatives	12
	6	Leases	16
	7	Segments	17
	8	Revenue	20
	9	Earnings Per Share	21
	10	Stock-Based Compensation	21
	11	Investments	22
	12	Income Taxes	22
	13	Accumulated Other Comprehensive Income (Loss)	23
	14	Other Financial Information	24
	15	Commitments and Contingencies	26

	16	Restructuring	26
	17	Related Parties	27

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3	Quantitative and Qualitative Disclosures About Market Risk		41
Item 4	Controls and Procedures		41

PART II - OTHER INFORMATION
Item 1	Legal Proceedings		42
Item 1A	Risk Factors		42
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		42
Item 5	Other Information		42
Item 6	Exhibits		43

KEURIG DR PEPPER INC.

FORM 10-Q

MASTER GLOSSARY


Term						Definition
2025 Revolving Credit Agreement						KDP’s $4 billion revolving credit agreement, which was executed in March 2025
Annual Report						Annual Report on Form 10-K for the year ended December 31, 2024
AOCI						Accumulated other comprehensive income or loss
Athletic Brewing						Athletic Brewing Holding Company, LLC, an equity method investment of KDP
Board						The Board of Directors of KDP
bps						basis points
CEO						Chief Executive Officer
Chobani						FHU US Holdings LLC, an equity method investment of KDP
CODM						Chief Operating Decision Maker
DPS						Dr Pepper Snapple Group, Inc.
DPS Merger						The combination of the business operations of Keurig and DPS as of July 9, 2018
Dyla						Dyla LLC, a wholly-owned subsidiary of KDP
EPS						Earnings per share
Exchange Act						Securities Exchange Act of 1934, as amended
FX						Foreign exchange
GHOST						GHOST Lifestyle LLC, a Delaware limited liability company, and a portfolio of energy beverages
GHOST Transactions						The series of transactions by which KDP acquired 60% of the interests in GHOST effective December 31, 2024, agreed to purchase the remaining 40% of the interests in GHOST in 2028, and obtained the rights to distribute GHOST products effective March 3, 2025
JAB						JAB Holding Company S.a.r.l. and affiliates
KDP						Keurig Dr Pepper Inc.
Keurig						Keurig Green Mountain, Inc., a wholly-owned subsidiary of KDP, and the brand of our brewers
LRB						Liquid refreshment beverages
Notes						Collectively, KDP's senior unsecured notes
Nutrabolt						Woodbolt Holdings LLC, d/b/a Nutrabolt, an equity method investment of KDP
OBBB						U.S. legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill
PSU						Performance share unit
RSU						Restricted share unit
SEC						Securities and Exchange Commission
SG&A						Selling, general, and administrative
SOFR						Secured Overnight Financing Rate
Term Loan Agreement						Term loan agreement entered into on October 25, 2024 and terminated on May 7, 2025
Tractor						Tractor Beverages, Inc., an equity method investment of KDP
U.S. GAAP						Accounting principles generally accepted in the U.S.
Vita Coco						The Vita Coco Company, Inc.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


	Second Quarter		First Six Months
(in millions, except per share data)	2025	2024	2025	2024
Net sales	$	$	$	$
Cost of sales
Gross profit
Selling, general, and administrative expenses



Other operating expense (income), net			()
Income from operations
Interest expense, net



Other income, net		()	()	()
Income before provision for income taxes
Provision for income taxes
Net income	$	$	$	$

Earnings per common share:
Basic	$	$	$	$
Diluted
Weighted average common shares outstanding:
Basic
Diluted

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Second Quarter		First Six Months
(in millions)	2025	2024	2025	2024
Net income	$	$	$	$
Other comprehensive income (loss):
Foreign currency translation adjustments		()		()

Net change in cash flow hedges, net of tax of $, $, $, and $, respectively	()		()
Total other comprehensive income (loss)		()		()
Comprehensive income	$	$	$	$

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in millions, except share and per share data)		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	$
Restricted cash and restricted cash equivalents
Trade accounts receivable, net
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant, and equipment, net
Investments in unconsolidated affiliates
Goodwill
Other intangible assets, net
Other non-current assets
Deferred tax assets
Total assets	$	$
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	$
Accrued expenses
Structured payables
Short-term borrowings and current portion of long-term obligations
Other current liabilities
Total current liabilities
Long-term obligations
Deferred tax liabilities
Other non-current liabilities
Total liabilities
Commitments and contingencies
Stockholders' equity:
Preferred stock, $ par value, shares authorized, shares issued
Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)		()
Total stockholders' equity


Total liabilities and stockholders’ equity	$	$

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	First Six Months
(in millions)	2025		2024
Operating activities:
Net income	$		$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
Amortization of intangibles
Other amortization expense
Provision for sales returns
Deferred income taxes
Employee stock-based compensation expense



(Gain) loss on disposal of property, plant, and equipment	()
Unrealized (gain) loss on foreign currency	()
Unrealized (gain) loss on derivatives	()

Equity in earnings of unconsolidated affiliates	()		()
Earned equity from distribution arrangements	()		()


Other, net	()
Changes in assets and liabilities, excluding the effects of business acquisitions:
Trade accounts receivable			()
Inventories	()		()
Income taxes receivable and payables, net	()		()
Other current and non-current assets	()		()
Accounts payable and accrued expenses	()		()
Other current and non-current liabilities	()
Net change in operating assets and liabilities	()		()
Net cash provided by operating activities
Investing activities:
Acquisitions of businesses, net of cash acquired	()


Purchases of property, plant, and equipment	()		()
Proceeds from sales of property, plant, and equipment
Purchases of intangibles	()		()

Investments in unconsolidated affiliates	()		()

Other, net			()
Net cash used in investing activities	$	()	$	()

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, CONTINUED)


	First Six Months
(in millions)	2025	2024
Financing activities:
Proceeds from issuance of Notes	$	$
Repayments of Notes	()	()
Net repayment of commercial paper	()	()





Repayment of term loan	()
Proceeds from structured payables
Repayments of structured payables	()	()
Cash dividends paid	()	()
Repurchases of common stock, inclusive of excise tax obligation	()	()

Tax withholdings related to net share settlements	()	()
Payments on finance leases	()	()
Other, net	()	()
Net cash used in financing activities	()	()
Cash, cash equivalents, restricted cash, and restricted cash equivalents:
Net change from operating, investing, and financing activities	()
Effect of exchange rate changes		()
Beginning balance
Ending balance	$	$

Supplemental cash flow disclosures of non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued expenses	$	$
Earned equity from distribution arrangements
Equity received in exchange for modification of related party contract




Dividends declared but not yet paid
Accrued excise tax on net share repurchases
Supplemental cash flow disclosures:
Cash paid for interest
Cash paid for income taxes

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

Common Stock Issued

Additional
Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

(in millions, except per share data)

Amount

Balance as of December 31, 2024

()

Net income

—

Other comprehensive income

—

Dividends declared, $ per share

—

()

—

()

Shares issued under employee stock-based compensation plans and other

—

Tax withholdings related to net share settlements

—

()

—

()

Stock-based compensation and stock options exercised

—

Balance as of March 31, 2025

()

Net income

—

Other comprehensive income

—

Dividends declared, $ per share

—

()

—

()

Shares issued under employee stock-based compensation plans and other

—

Tax withholdings related to net share settlements

—

()

—

()

Stock-based compensation and stock options exercised

—

Balance as of June 30, 2025

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KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED, CONTINUED)

Common Stock Issued

Additional
Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income

Total Stockholders' Equity

Balance as of December 31, 2023

Net income

—

Other comprehensive loss

—

()

Dividends declared, $ per share

—

()

—

()

Repurchases of common stock, inclusive of excise tax obligation

()

—

()

—

()

Shares issued under employee stock-based compensation plans and other

—

Tax withholdings related to net share settlements

—

()

—

()

Stock-based compensation and stock options exercised

—

Balance as of March 31, 2024

Net income

—

Other comprehensive loss

—

()

Dividends declared, $ per share

—

()

—

()

Shares issued under employee stock-based compensation plans and other

—

Tax withholdings related to net share settlements

—

()

—

()

Stock-based compensation and stock options exercised

—

Balance as of June 30, 2024

(1)

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

December 31, 2024(in millions) Gross AmountAccumulated AmortizationNet Amount Gross AmountAccumulated AmortizationNet AmountIntangible assets with definite lives:Acquired technology$ $()$ $ $()$ Customer relationships () () Contractual arrangements () () Trade names () () Brands () () Distribution rights () () Other Total$ $()$ $ $()$ Intangible assets with indefinite lives:Brands$ $ Trade names Distribution rights Total intangible assets with indefinite lives Other intangible assets, net$ $ $ $ $

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

, economic interest rate derivative instruments have maturities ranging from March 2027 to November 2046.

Cash Flow Hedges

From time to time, we designate certain interest rate contracts as cash flow hedges in order to manage the exposures resulting from changes in interest rates as described above. We had no such contracts outstanding as of .

FOREIGN EXCHANGE

We are exposed to FX risk in our foreign subsidiaries and with certain counterparties in foreign jurisdictions, which may transact in currencies that are different from the functional currencies of our legal entities. Additionally, the balance sheets of these subsidiaries are subject to exposure from movements in exchange rates.

Economic Hedges

We hold FX forward contracts to economically manage the balance sheet exposures resulting from changes in the FX rates described above. The intent of these FX contracts is to minimize the impact of FX risk associated with balance sheet positions not in local currency. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same caption of the unaudited Condensed Consolidated Statements of Income as the associated risk. As of , these FX contracts have maturities ranging from July 2025 to September 2026.

Cash Flow Hedges

We designate certain FX forward contracts as cash flow hedges in order to manage the exposures resulting from changes in the FX rates described above. These designated FX forward contracts relate to forecasted inventory purchases of our foreign subsidiaries in U.S. dollars. The intent of these FX contracts is to provide predictability in our overall cost structure. As of , these FX contracts have maturities ranging from July 2025 to May 2027.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

, these commodity contracts have maturities ranging from July 2025 to July 2027.December 31, 2024Interest rate contractsForward starting swaps, not designated as hedging instruments$ $ FX contractsForward contracts, not designated as hedging instruments Forward contracts, designated as cash flow hedges

Commodity contracts, not designated as hedging instruments(1)

(1)

FAIR VALUE OF DERIVATIVE INSTRUMENTS

The fair values of commodity contracts, interest rate contracts, and FX forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair value of commodity contracts are valued using the market approach based on observable market transactions, primarily underlying commodities futures or physical index prices, at the reporting date. Interest rate contracts are valued using models based primarily on readily observable market parameters, such as SOFR forward rates, for all substantial terms of our contracts and credit risk of the counterparties. FX forward contracts are valued using quoted forward FX prices at the reporting date. Therefore, we have categorized these contracts as Level 2.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

December 31, 2024Assets:Interest rate contractsPrepaid expenses and other current assets$ $ FX contractsPrepaid expenses and other current assets Commodity contractsPrepaid expenses and other current assets FX contractsOther non-current assets Commodity contractsOther non-current assets Liabilities: Interest rate contractsOther current liabilities FX contractsOther current liabilities Commodity contractsOther current liabilities Interest rate contractsOther non-current liabilities FX contractsOther non-current liabilities Commodity contractsOther non-current liabilities

Designated as Hedging Instruments

The following table summarizes the location of the fair value of our derivative instruments which are designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets. All such instruments are considered Level 2 within the fair value hierarchy.

(in millions)

Balance Sheet Location

December 31, 2024

Assets:

FX contracts

Prepaid expenses and other current assets

Liabilities:

FX contracts

Other current liabilities

IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS

)$ $()$ FX contractsCost of sales()()()()FX contractsOther income, net () ()Commodity contractsCost of sales() () Commodity contractsSG&A expenses ()

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

)$()$()$()FX contractsCost of sales() ()

We expect to reclassify approximately $ million and $ million of pre-tax net gains from AOCI into net income during the next twelve months related to interest rate contracts and FX contracts, respectively.

$ $ $ Finance lease costAmortization of right-of-use assets Interest on lease liabilities

Variable lease cost(1)

Short-term lease cost — Total lease cost$ $ $ $

(1)

$ Operating cash flows from finance leases Financing cash flows from finance leases Right-of-use assets obtained in exchange for lease obligations:Operating leases Finance leases December 31, 2024Weighted average discount rateOperating leases % %Finance leases % %Weighted average remaining lease termOperating leases years yearsFinance leases years years

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

were as follows:


(in millions)	Operating Leases	Finance Leases
Remainder of 2025	$	$
2026
2027
2028
2029
2030
Thereafter
Total future minimum lease payments
Less: imputed interest	()	()
Present value of minimum lease payments	$	$

SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED

As of , we have entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $ million. These leases are expected to commence between the third quarter of 2025 through 2027, with initial lease terms ranging from years to years.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

$ $ $ Cost of sales SG&A expenses Other segment (income) expense Income from operations - reportable segments$ $ $ $ Unallocated corporate costs()Income from operations Interest expense, net Income before provision for income taxes$ Second Quarter of 2024Net sales$ $ $ $ Cost of sales SG&A expenses Other segment (income) expense ()Income from operations - reportable segments$ $ $ $ Unallocated corporate costs()Income from operations Interest expense, net Other income, net()Income before provision for income taxes$

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

$ $ $ Cost of sales SG&A expenses Other segment (income) expense () ()Income from operations - reportable segments$ $ $ $ Unallocated corporate costs()Income from operations Interest expense, net Other income, net()Income before provision for income taxes$ First Six Months of 2024Net sales$ $ $ $ Cost of sales SG&A expenses Other segment (income) expense() Income from operations - reportable segments$ $ $ $ Unallocated corporate costs()Income from operations Interest expense, net Other income, net()Income before provision for income taxes$

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

$ $ $ K-Cup pods Appliances Other Net sales$ $ $ $ Second Quarter of 2024

LRB

$ $ $ $ K-Cup pods Appliances Other Net sales$ $ $ $ First Six Months of 2025

LRB

$ $ $ $ K-Cup pods Appliances Other Net sales$ $ $ $ First Six Months of 2024

LRB

$ $ $ $ K-Cup pods Appliances Other Net sales$ $ $ $

LRB represents net sales of owned and partner brands within our portfolio and includes branded concentrates, syrups, and finished beverages, including contract manufacturing of KDP branded products for our bottlers and distributors. K-Cup pods represents net sales from owned brands, partner brands, and private label owners. Net sales for partner brands and private label owners are contractual and long-term in nature.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

$ $ $ Weighted average common shares outstanding Dilutive effect of stock-based awards Weighted average common shares outstanding and common stock equivalents Basic EPS$ $ $ $ Diluted EPS Anti-dilutive shares excluded from the diluted weighted average shares outstanding calculation

$ $ $ Income tax benefit()()()()Stock-based compensation expense, net of tax$ $ $ $

RESTRICTED SHARE UNITS

The table below summarizes RSU activity:

$ $

Granted(1)

Vested and released() Forfeited() Outstanding as of June 30, 2025 $ $

(1) years.

As of , there was $ million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of years.

PERFORMANCE SHARE UNITS

In March 2025, the Remuneration & Nomination Committee of the Board approved PSU grants. Each PSU represents the right to receive one share of our common stock. The PSUs vest years from the grant date, to the extent that the performance metrics are achieved during a predetermined performance period. The performance metrics include net sales growth and adjusted diluted EPS growth, as defined in the respective grant agreement, and are measured on a constant currency basis. The payout percentage for all PSUs granted ranges from 0% to 200%. Beginning in 2025, the fair value of PSUs is determined based on the number of units granted and the grant date price of common stock.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

$ $ Granted Forfeited or expired() Balance as of June 30, 2025 $ $

As of , there was $ million of unrecognized compensation cost related to unvested PSUs that is expected to be recognized over a weighted average period of years.

11.

December 31, 2024

Nutrabolt(1)

$ $ Chobani Tractor

Athletic Brewing(2)

Other Investments in unconsolidated affiliates$ $

(1)% interest on an as-converted basis in Nutrabolt, consisting of % in Class A preferred shares acquired through our December 2022 investment, which are treated as in-substance common stock, and % in Class B common shares earned through the achievement of certain milestones included in our distribution agreement with Nutrabolt.

(2)%. This earned equity is recorded in Other income, net in the unaudited Condensed Consolidated Statements of Income.

12.

% % % %

For the second quarter of 2025, the change in our effective tax rate was driven by an increase in uncertain tax positions and an unfavorable comparison to a non-cash revaluation of state deferred tax liabilities in the second quarter of 2024, which was largely offset by a shift in the mix of income from higher tax jurisdictions to lower tax jurisdictions.

For the first six months of 2025, the change in our effective tax rate was primarily driven by a shift in the mix of income from higher tax jurisdictions to lower tax jurisdictions, partially offset by an increase in uncertain tax positions.

On July 4, 2025, the OBBB was signed into law in the U.S., which includes a broad range of tax reform provisions. We are currently evaluating the impact of the OBBB.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

13.

)$()$ $()Other comprehensive income (loss) () Amounts reclassified from AOCI ()()Total other comprehensive income (loss) () Balance as of June 30, 2025$()$()$ $ Second Quarter of 2024Beginning balance$ $()$ $ Other comprehensive (loss) income() ()Amounts reclassified from AOCI ()()Total other comprehensive (loss) income() ()Balance as of June 30, 2024$()$()$ $ First Six Months of 2025Beginning balance$()$()$ $()Other comprehensive income (loss) () Amounts reclassified from AOCI ()()Total other comprehensive income (loss) () Balance as of June 30, 2025$()$()$ $ First Six Months of 2024Beginning balance$ $()$ $ Other comprehensive (loss) income() ()Amounts reclassified from AOCI ()()Total other comprehensive (loss) income() ()Balance as of June 30, 2024$()$()$ $ )$()$()$()FX contractsCost of sales() () Total()()()()Income tax expense Total, net of tax$()$()$()$()

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

14.

December 31, 2024Cash and cash equivalents$ $ Restricted cash and restricted cash equivalents Non-current restricted cash and restricted cash equivalents Total cash, cash equivalents, restricted cash, and restricted cash equivalents$ $

SELECTED BALANCE SHEET INFORMATION

December 31, 2024Inventories:Raw materials$ $ Work-in-progress Finished goods Total Allowance for excess and obsolete inventories()()Total inventories$ $ Prepaid expenses and other current assets:Other receivables$ $ Prepaid income taxes Customer incentive programs Derivative instruments Prepaid marketing Spare parts Income tax receivable Other Total prepaid expenses and other current assets$ $ Other non-current assets: Operating lease right-of-use assets$ $ Customer incentive programs Derivative instruments

Equity securities(1)

Non-current restricted cash and restricted cash equivalents Other Total other non-current assets$ $

(1) million in the first quarter of 2025.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

December 31, 2024Accrued expenses:Accrued customer trade$ $ Accrued compensation Insurance reserve Accrued interest

Accrued termination fees(1)

Accrued transferable tax credits Other accrued expenses Total accrued expenses$ $ Other current liabilities:Dividends payable$ $ Income taxes payable Operating lease liability Finance lease liability Derivative instruments Holdback liability Other Total other current liabilities$ $ Other non-current liabilities:Operating lease liability$ $ Finance lease liability Mandatory redemption liability Pension and post-retirement liability Insurance reserves Derivative instruments Deferred compensation liability Holdback liability Other Total other non-current liabilities$ $

(1)

Supplier Financing Arrangements

million and $ million, respectively.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

15.

million and $ million as of June 30, 2025 and December 31, 2024, respectively. We have also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. We do not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on our results of operations, financial condition, or liquidity.

ANTITRUST LITIGATION

In February 2014, TreeHouse Foods, Inc. and certain affiliated entities filed suit against KDP’s wholly-owned subsidiary, Keurig (formerly known as Green Mountain Coffee Roasters, Inc.), in the U.S. District Court for the Southern District of New York (“SDNY”) (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al.). The TreeHouse complaint asserted claims under the federal antitrust laws and various state laws, contending that Keurig had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The TreeHouse complaint sought treble monetary damages, declaratory relief, injunctive relief and attorneys’ fees. In the months that followed, a number of additional actions, including claims from another coffee manufacturer (JBR, Inc.), as well as putative class actions on behalf of direct and indirect purchasers of Keurig’s products, were filed in various federal district courts, asserting claims and seeking relief substantially similar to the claims asserted and relief sought in the TreeHouse complaint. Additional similar actions were filed by individual direct purchasers (including McLane Company, Inc., BJ’s Wholesale Club, Inc., Winn-Dixie Stores Inc., and Bi-Lo Holding LLC) in 2019 and in 2021. All of these actions were transferred to the SDNY for coordinated pre-trial proceedings (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation) (the “Multidistrict Antitrust Litigation”).

In July 2020, Keurig reached an agreement with one of the plaintiff groups in the Multidistrict Antitrust Litigation, the putative indirect purchaser class, to settle the claims asserted for $ million. The settlement class consisted of individuals and entities in the United States that purchased, from persons other than Keurig and not for purposes of resale, Keurig manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The settlement was approved and paid, and the indirect purchasers’ claims have been dismissed.

Discovery in all remaining matters pending in the Multidistrict Antitrust Litigation is concluded, with the plaintiffs collectively claiming more than $ billion of monetary damages. Keurig strongly disputes the merits of the claims and the calculation of damages. Keurig has fully briefed summary judgment motions that, if successful, would end the cases entirely. Keurig is also pursuing its opposition to direct purchaser plaintiffs’ motion for class certification.

Keurig intends to continue vigorously defending the remaining lawsuits. At this time, we are unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on us or our results of operations. Accordingly, we have not accrued for a loss contingency. Additionally, as the timelines in these cases may be beyond our control, we can provide no assurance as to whether or when there will be material developments in these matters.

16.

million to $ million through 2026, primarily comprised of asset related costs.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

million, primarily driven by severance costs, which were substantially completed as of December 31, 2024, and the sign-on bonus for our CEO.

RESTRUCTURING EXPENSES

$ $ $ 2023 CEO Succession and Associated Realignment

RESTRUCTURING LIABILITIES

Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses on the unaudited condensed consolidated financial statements.

Charges to expense and other adjustments()Cash payments()Balance as of June 30, 2025$

17.

million shares of our common stock through an underwritten secondary offering. Upon completion of the offering on February 28, 2025, JAB beneficially owned less than 10% of our outstanding common stock, and the three members of our Board affiliated with JAB resigned. Prior to these transactions, JAB and its affiliates were included in our disclosures of related party transactions. Effective February 28, 2025, these disclosures are no longer applicable to JAB and its affiliates.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including, in particular, statements about the impact of future events, future financial performance, plans, strategies, business combinations, expectations, prospects, competitive environment, regulation, labor matters, supply chain issues, tariffs or trade wars and related uncertainty, inflation, and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as “outlook,” “guidance,” “anticipate,” “expect,” “believe,” “could,” “estimate,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and similar words, phrases, or expressions and variations or negatives of these words in this Quarterly Report on Form 10-Q. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to a variety of factors, including the inherent uncertainty of estimates, forecasts, and projections, global economic uncertainty or economic downturns, tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, or threats of such actions and related uncertainty, as well as the possibility that we are unable to successfully integrate GHOST into our business, and our financial performance may be better or worse than anticipated. 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. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this Quarterly Report on Form 10-Q, except to the extent required by applicable securities laws.

This Quarterly Report on Form 10-Q contains the names of some of our owned or licensed trademarks, trade names, and service marks, which we refer to as our brands. All of the product names included in this Quarterly Report on Form 10-Q are either our registered trademarks or those of our licensors.

OVERVIEW

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, Snapple, 7UP, Green Mountain Coffee Roasters, GHOST, Clamato, Core Hydration, and The Original Donut Shop, 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, as well as powerful distribution capabilities.

Our three operating and reportable segments are U.S. Refreshment Beverages, U.S. Coffee, and International.

COMPARABLE RESULTS OF OPERATIONS

We eliminate from our financial results all applicable intercompany transactions between entities included in our consolidated financial statements and the intercompany transactions with our equity method investees. References in tables below to percentage changes that are not meaningful are denoted by "NM".

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EXECUTIVE SUMMARY

RESULTS OF OPERATIONS

Second Quarter of 2025 as compared to Second Quarter of 2024

(in millions, except Diluted EPS)

Key Events During the Second Quarter of 2025

Debt Issuance

On May 5, 2025, we completed the issuance of an aggregate principal amount of $2 billion of senior unsecured notes. The proceeds from the issuance were used for the repayment of outstanding commercial paper borrowings. Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for further information.

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Second Quarter of 2025 Compared to Second Quarter of 2024

Consolidated Operations


	Second Quarter				Percentage Change
($ in millions, except per share amounts)	2025		2024
Net sales	$	4,163	$	3,922	6.1	%
Cost of sales	1,908		1,750		9.0
Gross profit	2,255		2,172		3.8
Selling, general, and administrative expenses	1,356		1,295		4.7

Other operating expense, net	1		16		NM
Income from operations	898		861		4.3
Interest expense, net	180		204		(11.8)

Sales Volume


	Percentage Change
LRB	1.7	%
K-Cup pods	(4.3)
Appliances	(15.0)

Net Sales Drivers


	Percentage Change
Volume / mix(1)	4.3	%
Net price realization	2.5
FX	(1.3)
Total	5.5	%

(1)The acquisition of GHOST contributed 3.5 percentage points to our consolidated volume / mix growth in the first six months of 2025.

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Gross profit increased 3.1% to $4,240 million for the first six months of 2025. This performance primarily reflected the gross profit impact of net sales growth (5 percentage points), partially offset by a net unfavorable impact from changes in ingredients, materials, and productivity (2 percentage points).

SG&A expenses increased 3.1% to $2,548 million for the first six months of 2025, primarily driven by increased transportation and warehousing expenses (4 percentage points), partially offset by lower marketing expense (1 percentage point).

Income from operations increased 4.5% to $1,699 million for the first six months of 2025, primarily driven by increased gross profit, partially offset by higher SG&A expenses.

Interest expense, net decreased 14.1% to $328 million for the first six months of 2025, primarily driven by a favorable change in unrealized mark-to-market activity (22 percentage points), which was partially offset by increased debt and higher financing costs (8 percentage points).

Other income, net decreased in the first six months of 2025, primarily reflecting an increase of approximately $40 million in our mandatory redemption liability for GHOST, partially offset by net gains on our investments in unconsolidated affiliates.

The effective tax rate decreased 70 bps to 22.8% for the first six months of 2025, compared to 23.5% in the first six months of 2024, primarily driven by a shift in the mix of income from higher tax jurisdictions to lower tax jurisdictions (170 bps), which was partially offset by an increase in uncertain tax positions (100 bps).

Net income increased 9.8% to $1,064 million for the first six months of 2025, driven primarily by increased income from operations and lower interest expense.

Diluted EPS increased 11.4% to $0.78 per diluted share for the first six months of 2025 as compared to $0.70 in the first six months of 2024.

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Results of Operations by Segment

The following tables provide certain results of operations for our reportable segments for the first six months of 2025 and 2024.


	First Six Months						Percentage Change
(in millions)	2025			2024
Net sales
U.S. Refreshment Beverages	$	4,983		$	4,500		10.7	%
U.S. Coffee	1,825			1,861			(1.9)
International	990			1,029			(3.8)
Total net sales	$	7,798		$	7,390		5.5

Income from operations
U.S. Refreshment Beverages	$	1,400		$	1,332		5.1	%
U.S. Coffee	435			476			(8.6)
International	233			262			(11.1)
Unallocated corporate costs	(369)			(444)			(16.9)
Total income from operations	$	1,699		$	1,626		4.5

Operating margin
U.S. Refreshment Beverages	28.1		%	29.6		%	(150) bps
U.S. Coffee	23.8			25.6			(180) bps
International	23.5			25.5			(200) bps

Sales Volumes


	LRB		K-Cup Pods		Appliances
U.S. Refreshment Beverages	2.0	%	—	%	—	%
U.S. Coffee	NM		(5.1)		(16.6)
International	0.5		1.5		(0.4)

Net Sales


	Volume / Mix(1)		Net Price Realization		FX		Total
U.S. Refreshment Beverages	8.8	%	1.9	%	—	%	10.7	%
U.S. Coffee	(4.5)		2.6		—		(1.9)
International	0.7		4.8		(9.3)		(3.8)

(1)The acquisition of GHOST contributed 5.7 percentage points to our volume / mix growth in U.S. Refreshment Beverages in the quarter.

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U.S. Refreshment Beverages

Sales volume increased 2.0% for the first six months of 2025, driven by growth in our energy portfolio, including the acquisition of GHOST, and in carbonated soft drinks. These benefits were partially offset by softness in our still beverages portfolio.

Net sales increased 10.7% to $4,983 million for the first six months of 2025, led by volume / mix growth, including a benefit from the acquisition of GHOST, as well as higher net price realization.

Income from operations increased 5.1% to $1,400 million for the first six months of 2025. This performance was led by the gross profit impact of net sales growth (17 percentage points), partially offset by increased transportation and warehousing expenses (6 percentage points), higher labor costs driven by acquisitions (3 percentage points), and the impact of a smaller earned equity achievement in 2025 compared to 2024 (3 percentage points).

U.S. Coffee

Appliance volume decreased 16.6%, reflecting impacts of retailer inventory management, and K-Cup pod volume decreased 5.1%, reflecting category elasticity in response to price increases.

Net sales decreased 1.9% to $1,825 million for the first six months of 2025, as higher net price realization was more than offset by unfavorable volume / mix.

Income from operations decreased 8.6% to $435 million for the first six months of 2025, driven by a net unfavorable impact from changes in ingredients, materials, and productivity (13 percentage points), partially offset by lower marketing expense (5 percentage points).

International

LRB sales volume increased 0.5%, primarily driven by growth in carbonated soft drinks. Appliance volumes decreased 0.4% and K-Cup pod volumes increased 1.5%.

Net sales decreased 3.8% to $990 million in the first six months of 2025, reflecting unfavorable FX translation, partially offset by higher net price realization and volume / mix growth.

Income from operations decreased 11.1% to $233 million for the first six months of 2025, as the benefit from the gross profit impact of the higher net price realization and volume/mix growth (20 percentage points) was more than offset by increased transportation and warehousing expenses (10 percentage points), unfavorable FX impacts (8 percentage points), a net unfavorable impact from changes in ingredients, materials, and productivity (4 percentage points), and increases in other manufacturing costs.

CRITICAL ACCOUNTING ESTIMATES

The process of preparing our consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. Critical accounting estimates are both fundamental to the portrayal of a company’s financial condition and results and require difficult, subjective, or complex estimates and assessments. These estimates and judgments are based on historical experience, future expectations, and other factors and assumptions we believe to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. These critical accounting estimates are discussed in greater detail in Part II, Item 7 of our Annual Report.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

We believe our financial condition and liquidity remain strong. We continue to manage all aspects of our business, including, but not limited to, monitoring the financial health of our customers, suppliers, and other third-party relationships, implementing gross margin enhancement strategies through our productivity initiatives, and developing new opportunities for growth, such as innovation and agreements with partners to distribute brands that are accretive to our portfolio.

Cash generated by our foreign operations is generally repatriated to the U.S. periodically as working capital funding requirements, where allowed. We do not expect restrictions or taxes on repatriation of cash held outside the U.S. to have a material effect on our overall business, liquidity, financial condition, or results of operations for the foreseeable future.

Principal Sources of Capital Resources

Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from our operations, and borrowing capacity available under our 2025 Revolving Credit Agreement. Additionally, we have an uncommitted commercial paper program where we can issue unsecured commercial paper notes on a private placement basis. Based on our current and anticipated level of operations, we believe that our operating cash flows will be sufficient to meet our anticipated obligations for the next twelve months and thereafter for the foreseeable future. To the extent that our operating cash flows are not sufficient to meet our liquidity needs, we may utilize cash on hand or amounts available under our financing arrangements. From time to time, we may seek additional deleveraging, refinancing, or liquidity enhancing transactions, including entering into transactions to repurchase or redeem outstanding indebtedness or otherwise seek transactions to reduce interest expense, extend debt maturities, and improve our capital and liquidity structure.

Sources of Liquidity - Operations

Net cash provided by operating activities decreased $102 million for the first six months of 2025, as compared to the first six months of 2024, driven by the unfavorable comparison in working capital versus the prior year period and lower net income adjusted for non-cash items.

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Sources of Liquidity - Financing

Refer to Note 2 of the Notes to our Unaudited Consolidated Financial Statements for management's discussion of our financing arrangements.

As of June 30, 2025, 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 19, 2022, 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.

Principal Uses of Capital Resources

Our capital allocation priorities are investing to grow our business both organically and inorganically, continuing to strengthen our balance sheet, and returning cash to shareholders through regular quarterly dividends and opportunistic share repurchases. 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 $0.46 per share and $0.43 per share for the first six months of 2025 and 2024, respectively.

Repurchases of Common Stock

Our Board authorized a four-year share repurchase program, ending December 31, 2025, of up to $4 billion of our outstanding common stock. We did not repurchase any common stock during the first six months of 2025. As of June 30, 2025, $1,810 million remained available for repurchase under the authorized share repurchase program.

Capital Expenditures

Purchases of property, plant, and equipment were $226 million and $273 million for the first six months of 2025 and 2024, 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 six months of 2025 and 2024. Capital expenditures included in accounts payable and accrued expenses were $155 million and $173 million for the first six months of 2025 and 2024, respectively, which primarily related to these investments.

Investments in Unconsolidated Affiliates

From time to time, we expect to invest in beverage startup companies or in brand ownership companies to grow our presence in certain product categories, or enter into various licensing and distribution agreements to expand our product portfolio. 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.

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Acquisitions of Businesses and Purchases of Intangible Assets

We have invested in the expansion of our distribution network through transactions with strategic independent bottlers or third-party brand ownership companies to ensure competitive distribution scale. Additionally, from time to time, we acquire brand ownership companies to expand our portfolio. These transactions could be accounted for either as an acquisition of a business or as an asset acquisition, if the majority of the transaction price represents the acquisition of a single intangible asset. In the second quarter of 2025, we completed the Dyla acquisition. Refer to Note 3 of the Notes to our Unaudited Consolidated Financial Statements for additional information. Purchases of intangible assets were $16 million and $49 million for the first six months of 2025 and 2024, respectively.

Uncertainties and Trends Affecting Liquidity

Disruptions in financial and credit markets, including those caused by inflation, global economic uncertainty or economic downturns, fluctuations in interest rates, or the imposition of new tariffs or changes to existing tariffs, trade wars, barriers or restrictions, or threats of such actions, and related uncertainty, may impact our ability to manage normal commercial relationships with our customers, suppliers, and creditors, and may also impact our ability to access liquidity through financial markets in a timely and cost-effective manner. 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.

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 Parent Holdings Corp. prior to the DPS Merger, or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the Notes. 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 following schedules present the summarized financial information for Keurig Dr Pepper Inc. (the “Parent”) and the Guarantors on a combined basis after intercompany eliminations; the Parent and the Guarantors' amounts due from and amounts due to Non-Guarantors are disclosed separately. 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.

Summarized financial information for the Parent and Guarantors follows:


(in millions)	First Six Months of 2025
Net sales	$	5,041
Gross profit	2,666
Income from operations	1,765
Net income	1,084

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(in millions)	June 30, 2025		December 31, 2024
Current assets	$	2,843	$	2,373
Non-current assets	50,520		49,827
Total assets(1)	$	53,363	$	52,200

Current liabilities	$	5,117	$	6,101
Non-current liabilities	22,368		20,984
Total liabilities(2)	$	27,485	$	27,085

(1)Includes $196 million and $115 million of intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of June 30, 2025 and December 31, 2024, respectively.

(2)Includes $2,330 million and $1,997 million of intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of June 30, 2025 and December 31, 2024, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of June 30, 2025, our disclosure controls and procedures are effective to (i) provide reasonable assurance that information required to be disclosed in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and (ii) ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) occurred during the quarter ended June 30, 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are occasionally subject to litigation or other legal proceedings relating to our business. See Note 15 of the Notes to our Unaudited Consolidated Financial Statements for more information related to commitments and contingencies, which is incorporated herein by reference.

Item 1A. Risk Factors

In addition to other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A in our Annual Report. There have been no material changes from the risk factors set forth in Part I, Item 1A in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On October 1, 2021, our Board authorized a share repurchase program of up to $4 billion of our outstanding common stock, enabling us to opportunistically return value to shareholders. The $4 billion authorization is effective for four years, beginning on January 1, 2022 and expiring on December 31, 2025, and does not require the purchase of any minimum number of shares. We did not repurchase any shares under this program during the second quarter of 2025. As of June 30, 2025, $1,810 million remained available for repurchase under the authorized share repurchase program.

Item 5. Other Information

During the second quarter of 2025, no directors or executive officers of KDP or 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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Item 6. Exhibits


No.						Exhibit Description
3.1						Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
3.2						Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to KDP's Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference).
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 (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference).
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 (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference).
3.5						Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, 2025 (filed as Exhibit 3.5 to KDP's Annual Report on Form 10-K (filed February 25, 2025) and incorporated herein by reference).
4.1						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 (filed as Exhibit 4.1 to KDP’s Current Report on Form 8-K (filed May 5, 2025) and incorporated herein by reference).
4.2						Form of Floating Rate Senior Note due 2026 (filed as Exhibit 4.2 to KDP’s Current Report on Form 8-K (filed May 5, 2025) and incorporated herein by reference).
4.3						Form of 4.350% Senior Note due 2028 (filed as Exhibit 4.3 to KDP’s Current Report on Form 8-K (filed May 5, 2025) and incorporated herein by reference).
4.4						Form of 4.600% Senior Note due 2030 (filed as Exhibit 4.4 to KDP’s Current Report on Form 8-K (filed May 5, 2025) and incorporated herein by reference).
4.5						Form of 5.150% Senior Note due 2035 (filed as Exhibit 4.5 to KDP’s Current Report on Form 8-K (filed May 5, 2025) and incorporated herein by reference).
22.1*						List of Guarantor Subsidiaries
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.
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.
101*						The following financial information from Keurig Dr Pepper Inc.'s Quarterly Report on Form 10-Q for the quarter ended , formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104*						The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL.

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Keurig Dr Pepper Inc.
	By:	/s/ Sudhanshu Priyadarshi
	Name:	Sudhanshu Priyadarshi
	Title:	Chief Financial Officer and President, International
		(Principal Financial Officer)
Date: July 24, 2025

Keurig Dr Pepper Inc. - Quarter Report: 2025 June (Form 10-Q)

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