Keurig Dr Pepper Inc.

18. Subsequent Events

JV INVESTMENT

On October 26, 2025, we entered into the JV Commitment Letter, under which the JV Investors have committed to making a strategic minority investment into the Pod Manufacturing JV.

Pursuant to the JV Commitment Letter, (i) at or prior to the closing of the JV Investment, we will contribute to the Pod Manufacturing JV, either by contribution or merger of one or more of our subsidiaries, the Coffee Production Assets as well as all of our related coffee assets (including sales and distribution) in Canada and (ii) at the closing of the JV Investment, the JV Investors will contribute, through the JV Investor Partner, $4 billion in cash in exchange for a 49% interest in the Pod Manufacturing JV. The remaining 51% ownership interest will remain under our ownership. Further, the JV Commitment Letter names each of Apollo Global Securities, LLC and KKR Capital Markets, LLC as a joint lead arranger with respect to certain of the transactions.

The JV Commitment Letter sets forth each partner's rights and responsibilities with respect to the Pod Manufacturing JV, including with respect to the board of managers (a majority of which will be appointed by us), certain unanimous approval rights in favor of the JV Investor Partner, mechanisms for capital contributions to be made to the Pod Manufacturing JV, limitations on transfers by the partners, a call right exercisable by us beginning approximately 8 years following the closing, a conversion right exercisable by the JV Investor Partner approximately 15 years following the closing whereby the JV Investor Partner may elect to convert its interest in the Pod Manufacturing JV into shares of KDP, or following the Separation, the separated coffee business, and certain redemption obligations of Pod Manufacturing JV in the event of change of control transaction. It also sets forth distribution mechanics pursuant to which the Pod Manufacturing JV will make quarterly distributions of available cash (subject to certain limitations, including for operating costs and reserves) to its partners generally in proportion to their ownership interests.

The funding of the JV Investors' commitment is subject to customary conditions, including: (i) no material adverse effect having occurred on our business or the business comprising the Coffee Production Assets and all of our related coffee assets (including sales and distribution) in Canada; (ii) our payment of the applicable commitment fees and expenses; (iii) entry into definitive agreements with respect to the JV Investment and the Pod Manufacturing JV; (iv) our long-term debt maintaining a credit rating that is not lower than investment grade by at least two of S&P, Moody's, and Fitch; (v) the receipt of required regulatory approvals; (vi) the contribution of all or substantially all of the Coffee Production Assets and all of our related coffee assets (including sales and distribution) in Canada to the Pod Manufacturing JV; (vii) the closing of the JDE Peet's Acquisition; (viii) the continued operation of the Coffee Production Assets and all of our related coffee assets (including sales and distribution) in Canada in all material respects; and (ix) the continued accuracy of certain representations and warranties made by us with respect to the Coffee Production Assets and related sales and distribution assets in Canada and the Pod Manufacturing JV and our compliance of certain covenants to be set forth in the definitive agreements with respect to the JV Investment.

We intend to use the net proceeds from the JV Investment to fund a portion of the JDE Peet's Acquisition consideration and the related fees and expenses. The JV Investors will receive a 1% transaction fee upon closing (30% of which was earned at signing and payable if the JV Commitment Letter is terminated, subject to certain limited exceptions) and a 0.10% "ticking fee" for the period beginning 120 days after signing until the closing of the JV Investment. The definitive documentation for the JV Investment has not yet been finalized and may differ from the foregoing description once finalized.

PREFERRED INVESTMENT

On October 27, 2025, we entered into the Preferred Investment Agreement with the KKR Investor and the Apollo Investor. Under the Preferred Investment Agreement, we agreed to issue and sell to the Preferred Investors, and the Preferred Investors agreed to purchase from us,3 million shares of our Convertible Preferred Stock, with a par value of $0.01 per share, for a purchase price of $1,000 per share, for an aggregate purchase price of $3 billion. The transaction is exempt from the registration requirements of the Securities Act of 1933, as amended.

The Convertible Preferred Stock will rank senior to our common stock with respect to dividend and distribution on liquidation rights. The Convertible Preferred Stock will have a liquidation preference of $1,000 per share. The holders of the Convertible Preferred Stock will be entitled to dividends at a rate of 4.75% per annum, subject to increase in certain cases, and to participate in dividends paid to holders of our common stock on an as-converted basis, provided that any such dividends received on an as-converted basis will reduce, on a dollar-for-dollar basis, the dividends holders are entitled to receive on the Convertible Preferred Stock. Dividends on the Convertible Preferred Stock will be paid in cash. We may choose to defer payment of all or part of any dividends due on the Convertible Preferred Stock; however, we will accrue additional dividends until paid in cash and we will not be able to declare or pay any dividends on or make repurchases of our common stock, subject to certain conditions. The Convertible Preferred Stock will be convertible into shares of our common stock, at our election or the holders thereof, in certain specified circumstances, at an initial conversion price of $37.25 (which price will be subject to anti-dilution adjustments, as well as an adjustment in the event that we complete the Separation). Holders may convert up to, in the aggregate, 50% of the Convertible Preferred Stock allocated among such holders and their permitted transferees pro rata at any time, and may convert the remainder following the earliest of the closing of the Separation, the 18-month anniversary of the issuance of the Convertible Preferred Stock, upon foreclosure by a lender under a bona fide loan or other financing arrangement or the 12-month anniversary of any initial public offering of the remaining beverage business if the Separation has not yet occurred. We may require, at any time after the 3-year anniversary of the issuance of the Convertible Preferred Stock to be converted if the closing price per share of our common stock exceeds 150% of the conversion price then in effect for at least twenty trading days in any period of thirty consecutive trading days. After the seventh anniversary of the issue date, we will have the option to redeem the Convertible Preferred Stock at the then-applicable redemption price. In the case of a fundamental change, we will be required to offer to repurchase the Convertible Preferred Stock at a specified price. Preferred Investors will vote with holders of our common stock on an as-converted basis, following the satisfaction of certain conditions.

The Preferred Investment is subject to customary closing conditions, including, among others: (i) the continued accuracy of the representations and warranties contained in the Preferred Investment Agreement; (ii) the performance in all material respects by each party of its respective covenants and agreements under the Preferred Investment Agreement; (iii) the expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (iv) the substantially concurrent closing of the JDE Peet's Acquisition. We intend to use the net proceeds from the Preferred Investment to fund a portion of the consideration for the JDE Peet's Acquisition and related fees and expenses.

BRIDGE CREDIT AGREEMENT

Upon the closing of the JV Investment and the Preferred Investment, the Bridge Credit Agreement will be reduced by an amount equal to the net proceeds from the JV Investment and the Preferred Investment, subject to applicable de minimis exceptions.

INTEREST RATE CONTRACTS DESIGNATED AS CASH FLOW HEDGES

In October 2025, in order to hedge the variability in cash flows from interest rate changes associated with our planned future issuances of long-term debt, we entered into forward starting swaps with an aggregate notional amount of $1.5 billion and designated them as cash flow hedges.