Keurig Dr Pepper Inc.

2. JDE Peet's Acquisition and Related Transactions

JDE PEET'S ACQUISITION

On January 15, 2026, we commenced a tender offer to acquire all of the issued and outstanding ordinary shares of JDE Peet's for a cash offer price of €31.85 per share, without interest. We substantially completed the tender offer in connection with the JDE Peet's Acquisition on April 1, 2026. Refer to Note 19 for additional information.

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

•Delayed Draw Term Loan of $3.6 billion

•Senior Unsecured Notes of approximately $6 billion

•JV Investment of $4 billion

•Issuance of Convertible Preferred Stock of $4.5 billion

Each transaction is described further below.

BORROWING ARRANGEMENTS

In connection with the JDE Peet's Acquisition, we entered into the Bridge Credit Agreement, the Delayed Draw Term Loan Agreement, and the Maple Notes. Refer to Note 3 for additional information on these borrowing arrangements.

PREFERRED INVESTMENT

On March 30, 2026, we completed the Preferred Investment. We issued and sold 4.5 million shares of our Convertible Preferred Stock, with a par value of $0.01 per share, to the Preferred Investors for a purchase price of $1,000 per share. Refer to Note 4 for additional information.

JV INVESTMENT

On March 30, 2026, we completed the JV Investment. We contributed the Coffee Production Assets, as well as certain of our related coffee assets (including sales and distribution) in Canada to the Pod Manufacturing JV, and the JV Investors contributed, through the JV Investor Partner, $4 billion in cash in exchange for a 49% interest in the Pod Manufacturing JV. Refer to Note 5 for additional information.