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Keurig Dr Pepper Inc.

For the period ended Jun 16, 2026. Filed Apr 24, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2026 · Filed Apr 24, 2026

KDP$36.63-0.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Keurig Dr Pepper Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 24, 2026

DEAR FELLOW STOCKHOLDERS,

Thank you for your interest in Keurig Dr Pepper Inc. (“KDP”). On behalf of our Board of Directors (the “Board”) and the team at KDP, we appreciate your ongoing support for our business.

2025 was a pivotal year for us as we laid the foundation for our Company’s next chapter, while delivering strong results that met our financial commitments and advanced our value creation strategy.

Strong Performance in 2025

Beginning with our base business, KDP continued to strengthen our leadership position across key categories. As consumer-obsessed brand builders, we launched industry-leading innovation with Dr Pepper Blackberry, which contributed to our ninth consecutive year of market share expansion, while Dr Pepper maintained its position as the number two soda in the U.S. We successfully integrated the recently acquired GHOST business to build out our Energy portfolio – a high growth, on-trend category in which we’ve gone from a less than 1% share a few years ago to approximately 8% today. In Coffee, we launched our first-ever Keurig branded coffee with the Keurig Coffee Collective and our smallest brewer ever, the K-Mini Mate. Across our portfolio of iconic brands we accelerated a data-driven approach to marketing.

We continued to shape our portfolio for structural advantage with the addition of Bloom Pop as a partner brand in prebiotic sodas, by leaning into sports hydration through Electrolit and through new opportunities in drink mixes with the acquisition of Dyla. We also advanced towards a Fall 2026 launch of Keurig Alta™, the next-generation brewing system with plastic-free AltaRounds™. To strengthen ourroute-to-market advantage, we successfully expanded our company-owned distribution system and brought new capabilities across the network.

Throughout the year, we operated with agility to navigate cost pressures – leveraging sourcing strategies, productivity and other mitigations to manage through significant inflation and a dynamic external environment.

Our executional excellence against each of these strategies generated the fastest growing retail sales among top food & beverage manufacturers and culminated in robust full year 2025 performance with Net Sales growing 9% and Adjusted diluted EPS growing 7% vs prior year.*

Preparing for our Transformation

With our business on healthy footing, we set the stage for KDP’s transformation and separation into two focused companies: a global coffee powerhouse and the most agile challenger in North American beverages. Global coffee and refreshment beverages are large and growing categories that are beloved by consumers and we believe we have a generational opportunity to shape their future. This evolution will allow us to optimize each business for performance and value creation through greater focus, tailored strategies and capital allocation policies, and cultures aligned with their distinct growth opportunities.

We announced a thoughtful, two-step transaction. The first step, our acquisition of JDE Peet’s N.V. (“JDE Peet’s”), closed in April 2026 and reshapes our coffee business through the addition of meaningful global scale, a portfolio of world-class brands, incremental format and blending capabilities, and synergy opportunities. The second step, our plannedtax-free separation, will establish two advantaged, pure-play companies: “Global Coffee Co.” and “Beverage Co.,” respectively, pending the announcement of official corporate names. We have now welcomed our new colleagues from JDE Peet’s and begun the work of integration and separation and are more excited than ever about the opportunities ahead.

*Net sales growth and Adjusted diluted EPS growth are presented on a constant currency basis and are non-GAAP measures. Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to the reported GAAP financial measures.

A Commitment to Governance

As we approach our Annual Meeting of Stockholders, we are pleased to share our Proxy Statement with you. Within it, you will find details of the continued, deliberate evolution of our Board and governance structures as we enter our Company’s next phase. Following a multi-year succession planning process, Bob Gamgort stepped off the Board after a decade of invaluable leadership and service to KDP and its predecessor companies, including most recently as Chair of the Board. Bob Singer will also be retiring from the Board at the Annual Meeting after eight years of service to KDP as a director and Audit & Finance Committee Chair. We thank them both for their dedication and enduring contributions to KDP and its stockholders. In addition, as previously announced, we recently separated our former Remuneration and Nomination Committee into newly created Nominating & Governance and Compensation Committees, further aligning our governance structures with best practices.

We also continued to thoughtfully expand the Board to provide for the right mix of skills, experiences, and perspectives to guide the Company’s future progress with the addition of two new independent directors in early 2026. Bill Newlands is the former President and Chief Executive Officer of Constellation Brands. He brings more than 40 years of experience in the beverage alcohol and consumer packaged goods industries with a track record of driving business transformation and building global brands. Amie Thuener is the former Corporate Controller and Chief Accounting Officer of Alphabet. Amie was recently named incoming Chief Financial Officer of Broadcom and, given the additional demands of the position, has not been renominated for another term as a KDP director. We appreciate Amie’s contributions to the Company and wish her success in her new role. In this Proxy Statement, we also nominate Brian Driscoll to serve as a new independent director if elected at the Annual Meeting. Brian has over 40 years of consumer packaged goods experience, including serving as the current chairman of Acosta Group and former Chief Executive Officer of Snyders-Lance, Diamond Foods, and Hostess Brands. Looking ahead, we will continue to strategically recruit exceptional directors and optimize governance practices, including with an eye towards establishing two world-class Boards of Directors for Beverage Co. and Global Coffee Co. We are pleased to invite you to attend our Annual Meeting of Stockholders, which will take place online on June 16, 2026, at 11:30 a.m. ET. You may attend, vote, and submit questions during the meeting via the Internet. Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the virtual annual meeting, we hope you will vote as soon as possible. Thank you for your continued support. Sincerely,Pamela Patsley Board Chair Timothy Cofer Chief Executive Officer
Pamela H. Patsley Board ChairTimothy Cofer Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Date and Time Tuesday, June 16, 2026 11:30 a.m. ETLocation Virtual Annual MeetingRecord Date April 20, 2026

Notice is hereby given that the virtual annual meeting of stockholders (the “Annual Meeting”) of Keurig Dr Pepper Inc., a Delaware corporation (“KDP”), will be held on June 16, 2026, at 11:30 a.m. ET. You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the meeting. You must register to attend the meeting by 5:00 p.m. ET on June 15, 2026 by following the instructions provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. Once registered, you will receive an email with a unique link and instructions on how to attend the meeting one hour prior to the start of the meeting.

If you are a registered holder, meaning that you hold your shares directly (not through a bank, broker or other nominee), you may view proxy materials, vote and register to attend the Annual Meeting by visiting www.proxydocs.com/KDP.

If you are a beneficial holder, meaning that you hold your shares through a bank, broker or other nominee, you should follow the instructions provided on your proxy card, voting instruction form or Notice of Availability of Proxy Materials to view proxy materials, vote and register to attend the Annual Meeting. You must obtain a legal proxy from the nominee that holds your shares if you wish to vote online at the Annual Meeting.

Items Of Business:

1.To elect the nine director nominees named in the accompanying Proxy Statement to hold office for a one-year term and until their respective successors shall have been duly elected and qualified;
2.To approve, on an advisory basis, KDP’s executive compensation;
3.To ratify the appointment of Deloitte & Touche LLP as KDP’s independent registered public accounting firm for fiscal year 2026; and
4.To approve the Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2026.

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Who May Vote: Holders of KDP common stock and KDP’s Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) at the close of business on April 20, 2026.

Distribution Date: A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being made available to stockholders on or about April 24, 2026.

How You May Vote:(i) VIA THE INTERNET, (ii)BY TELEPHONE, or (iii)BY MAIL.

If your shares are held in the name of a bank, broker or other nominee, follow the instructions you receive from your bank, broker or other nominee on how to vote your shares.

Anthony Shoemaker

Chief Legal Officer & Secretary

YOUR VOTE IS VERY IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE VOTE ONLINE OR BY TELEPHONE OR, IF YOU RECEIVED A PRINTED COPY OF THE PROXY MATERIALS, COMPLETE AND RETURN THE ENCLOSED PROXY CARD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO VOTE.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 16, 2026:

The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended December 31, 2025 are available on our website at www.keurigdrpepper.com or by following the instructions provided on your proxy card, voting instruction form or Notice of Availability of Proxy Materials.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.