Keurig Dr Pepper Inc. Enters Material Definitive Agreement

Ticker: KDP · Form: 8-K · Filed: Aug 25, 2025 · CIK: 1418135

Sentiment: neutral

Topics: material-agreement, financial-obligation

TL;DR

KDP just signed a big deal, expect financial moves.

AI Summary

On August 24, 2025, Keurig Dr Pepper Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Delaware with its principal executive offices at 53 South Avenue, Burlington, MA, filed this 8-K report to disclose this significant event.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Keurig Dr Pepper Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

FAQ

What type of material definitive agreement did Keurig Dr Pepper Inc. enter into?

The filing states that Keurig Dr Pepper Inc. entered into a material definitive agreement, but the specific details of the agreement are not provided in this excerpt.

What is the significance of the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant' item?

This item indicates that the agreement entered into by Keurig Dr Pepper Inc. results in a direct financial obligation for the company or an obligation under an off-balance sheet arrangement.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on August 24, 2025.

Where are Keurig Dr Pepper Inc.'s principal executive offices located?

Keurig Dr Pepper Inc.'s principal executive offices are located at 53 South Avenue, Burlington, MA.

What is the SEC Act under which this 8-K form is filed?

This 8-K form is filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Filing Stats: 3,227 words · 13 min read · ~11 pages · Grade level 14.8 · Accepted 2025-08-25 06:05:43

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Merger Protocol On August 24, 2025, Keurig Dr Pepper Inc. (" KDP " or the " Company ") and JDE Peet's N.V. (" JDE Peet's ") entered into a merger protocol (the " Merger Protocol "). Pursuant to the Merger Protocol, KDP will commence a tender offer to acquire all of the issued ordinary shares, excluding ordinary shares held in treasury (the " Shares ") of JDE Peet's (the " Offer "), for a cash offer price of 31.85 per Share, without interest (the " Offer Price "). In addition, JDE Peet's will pay a previously declared dividend of 0.36 prior to closing, with no reduction to the Offer Price. The board of directors of JDE Peet's (the " JDEP Board ") considers the Offer to be in the best interest of JDE Peet's, promoting the sustainable success of the business of JDE Peet's, taking into account the interests of its stakeholders, and has unanimously approved the terms of the Merger Protocol. Subject to the terms of the Merger Protocol, the JDEP Board has agreed to recommend the Offer for acceptance by JDE Peet's' shareholders, and to recommend that JDE Peet's' shareholders vote in favor of the resolutions relating to the Offer at the upcoming extraordinary general meeting of JDE Peet's to be held during the acceptance period of the Offer (the " EGM "), each in accordance with the terms set out in the Merger Protocol. KDP and JDE Peet's have acknowledged the importance of KDP acquiring 100% of the Shares or the entirety of JDE Peets's' assets and operations, and KDP and JDE Peet's intend to terminate the listing of the Shares on Euronext Amsterdam as soon as possible after the settlement of the Offer. If, after the settlement of the Offer or settlement of the Shares tendered during the post-acceptance period (if applicable), KDP acquires at least 95% of the Shares, KDP shall commence statutory buy-out proceedings to obtain 100% of the Shares, which may be preceded by implementing a post-closing demerger to acquire

01 Regulation FD

Item 7.01 Regulation FD. Market Communications On August 25, 2025, KDP and JDE Peet's issued a joint press release announcing the Offer, KDP's plans to subsequently separate into two independent, publicly traded companies (the " Separation ") and related transactions, a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein. On August 25, 2025, KDP will hold an investor conference call to discuss the Offer, the Separation and the related transactions. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and incorporated by reference herein. The foregoing (including Exhibit 99.1 and Exhibit 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this report may be considered "forward-looking statements," such as statements relating to the Offer, the Separation and the sources of capital used to fund the Offer. Forward-looking statements include those preceded by, followed by or that include the words "anticipate," "expect," "believe," "could," "continue," "ongoing," "estimate," "intend," "may," "plan," "potential," "project," "should," "target," "will," "would" and similar words. These forward-looking statements speak only as of the date of this report. Although the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, (i) risks relating to completing the Offer and subsequent Separation in the anticipated timeframe, or at all; (ii) risks related to the ability to realize the anticipated benefits of the Offer and Separation; (iii) risks relating to the receipt of regulatory approvals without unexpected delays or conditions and possibility of regulatory action; (iv) risks relating to significant costs related to the proposed transactions; (v) the expected financial and operating performance and future opportunities following the acquisition and Separation; (vi) disruption from the acquisition and subsequent Separation making it more difficult to maintain business and operational relationships; (vii) diverting the Company's and JDE Peet's' respective management's from business operations; (viii) risks relating to potential litigation that arises as a result of the proposed transactions; and (ix) risks and un

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Document Description 2.1* Merger Protocol, dated August 24, 2025, between Keurig Dr Pepper Inc. and JDE Peet's N.V. 2.2 Form of Irrevocable Undertaking 10.1** Bridge Credit Agreement, dated as of August 24, 2025, among Keurig Dr Pepper Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders from time to time party thereto 99.1 Press Release, dated August 25, 2025 99.2 Investor Presentation, dated August 25, 2025 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Certain schedules to the Merger Protocol have been omitted pursuant to Item 601(b)(2) of Regulation S-K. KDP agrees to furnish supplementally a copy of any omitted materials to the SEC upon its request. ** Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KEURIG DR PEPPER INC. Dated: August 25, 2025 By: /s/ Anthony Shoemaker Name: Anthony Shoemaker Title: Chief Legal Officer, General Counsel and Secretary

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