Keurig Dr Pepper (KDP) Risk Factor Changes

The market price of our common stock may decline as a result of the JDE Peet's Acquisition if, among other things, we are unable to achieve the expected benefits and synergies of the JDE Peet's Acquisition, if the JDE…

As of December 31, 2025, we had $55 billion of total assets, of which approximately $20 billion were goodwill and approximately $24 billion were intangible assets.

We have ongoing programs to invest and upgrade our manufacturing, distribution, and other facilities.

In the past we have been, and in the future we may be, unable to realize the expected benefits of acquisitions, investments, or licensing or distribution agreements; it may also take longer than expected to realize th…

Consumers' preferences continually evolve due to a variety of factors, including changing demographics of the population, social trends, changes in consumer lifestyles and consumption patterns, including from the use…

The raw materials and other supplies, including agricultural commodities (such as coffee, apples, and corn), fuel and packaging materials, transportation, and other supply chain inputs that we use for the manufacturin…

We have experienced, and could continue to experience, disruptions in our supply chain and our manufacturing and distribution operations, which could have a material adverse effect on our business.

•Our financial results may be negatively impacted by unfavorable economic and geopolitical conditions.

•An impairment of the value of our goodwill and other indefinite lived intangible assets could have a material adverse effect on our financial statements.

•Failure to attract, retain, develop, and motivate a highly skilled and diverse workforce, or failure to effectively manage changes in our workforce, could significantly impact our operations.

•Our facilities and operations may require substantial investment and upgrading, and such investments may not achieve the intended financial benefits.

•We operate in highly competitive categories, and any inability to compete effectively could adversely impact our business.

•Disruption of our manufacturing and distribution operations or supply chain, including increased input costs, may adversely affect our financial condition or results of operations.

We cannot guarantee that we will repurchase shares (or the terms or amount of any such repurchase) or conduct future share repurchase programs, and we cannot guarantee that any such programs will result in long-term i…

In October 2021, our Board authorized KDP to repurchase up to $4 billion of our outstanding common stock over a four-year period, beginning on January 1, 2022, potentially enabling us to return value to shareholders.

We cannot guarantee that our share repurchase program will be fully consummated or that our share repurchase program will enhance long-term stockholder value.

A disruption at our manufacturing and distribution facilities could have a material adverse effect on our business, as could a disruption at the facilities of our bottlers, contract manufacturers or distributors.

Substantial disruption at our manufacturing and distribution facilities could occur.

Addressing changes in consumer preferences may require successful development, introduction, and marketing of new products and line extensions.

Upon completion of the Separation, the price of our common stock may decline compared to its level immediately prior to, as it will no longer include the value of the separated business.

Following the Separation, the price of our common stock may decline and may experience greater volatility.

It is management's intent to structure each stand-alone business in a way to achieve investment grade credit ratings upon completion of the Separation.

Following the Separation, we may not maintain a satisfactory credit rating, which could adversely affect the financial performance of our businesses.

We may not realize the anticipated strategic, financial, operational, or other benefits from the Separation.

We may be unable to achieve some or all of the anticipated strategic and financial benefits from the Separation.

Any of the above factors could cause the Separation, or the failure to execute the Separation, to have an adverse effect on our business and financial performance.

•The announcement and pendency of the Separation may cause some investors to sell shares of our common stock, which could create greater volatility or decline in the price of our shares.

•Transfer or assignment to us of some contracts and other assets will require the consent of a third party.

•We could incur substantial additional costs and experience temporary business interruptions.

•We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis.

•Some of our customers or suppliers may delay or defer decisions or may end their relationships with us.

•We may also experience increased difficulties in attracting, retaining, and motivating employees leading up to, and following, completion of the Separation, which could harm our businesses.

•Executing the Separation will require significant time and attention from our senior management and employees, which may impact management's attention to operating and growing our business and could adversely affect…

•We anticipate that the process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed.

Whether or not we complete the Separation, our ongoing business may be adversely affected, and we may be subject to certain risks and consequences as a result of pursuing the separation of our two businesses, includin…

Unanticipated developments, including changes in the competitive conditions of our markets, possible delays in obtaining various tax opinions or rulings or failure of the spin-off transaction to qualify for non-recogn…

On August 25, 2025, we announced our intention to separate our beverage and coffee portfolios into two independent, publicly traded companies via a tax-free spin-off of our coffee business.

The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our business.

If we raise additional capital in order to fund the JDE Peet's Acquisition, or to reduce our leverage after the JDE Peet's Acquisition, through the issuance of additional equity securities, our existing shareholders m…

We may issue additional equity securities in the future to raise proceeds to fund the JDE Peet's Acquisition, which may result in further dilution to our existing shareholders.

In addition, the Preferred Investment Agreement provides that, without the prior written consent of the KKR Investor or the Apollo Investor (so long as the KKR Investor or the Apollo Investor owns at least 50% of its…

The Preferred Investment Agreement provides that, prior to the closing of the JDE Peet's Acquisition, we (i) will use reasonable best efforts to operate our business in the ordinary course in all material respects (wi…

Our obligations to the Preferred Investors could limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition.

Certain Preferred Investors will also have certain preemptive rights, which may impact our ability to raise capital in the future.

In the event of a fundamental change, as defined in the document governing the Convertible Preferred Stock, we will be required to offer to repurchase the Convertible Preferred Stock, which would reduce the amount of…

In addition, the conversion of the Convertible Preferred Stock to common stock would dilute the ownership interest of existing holders of our common stock, and any sales in the public market of the common stock issuab…

Preferred Investors will be entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, effectively reducing the relativ…

Preferred Investors will be entitled to dividends at a rate of 4.75% per annum, subject to increase in certain cases.

Under the Preferred Investment Agreement, we agreed to issue and sell shares of Convertible Preferred Stock to the Preferred Investors, subject to customary closing conditions.

The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resources.

The JV Transaction Agreement provides that, at the closing of the JV Investment, we and the JV Investor Partner will enter into the Pod Manufacturing JV Agreement, which sets forth each partner's rights and responsibi…

In connection with the previously announced JV Commitment Letter, we entered into the JV Transaction Agreement, under which we will contribute the Coffee Production Assets, as well as certain of our related coffee ass…

In connection with the JDE Peet's Acquisition, we expect to consummate the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of o…

In an effort to limit our potential leverage in connection with the completion of the JDE Peet's Acquisition, we may elect to pursue alternative financing arrangements, which may include, but are not limited to, the i…

Additionally, the agreements that will govern any debt incurred or assumed in connection with the JDE Peet's Acquisition may contain various covenants that may, subject to certain significant exceptions, restrict our…

We currently maintain investment grade credit ratings with Moody's and S&P for both our long-term debt and commercial paper.

We will incur and assume significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performance.

Additionally, as discussed below, we expect to incur significant debt related to fund this transaction, and the resulting leverage level of our business may lead to a decline in our common stock price.

Retention and motivation of certain employees, both at KDP and JDE Peet's, may be challenging during the pendency of the JDE Peet's Acquisition due to uncertainty about their future roles and difficulty of integration.

Uncertainty about the effects of the JDE Peet's Acquisition may have an adverse effect on us, both prior and subsequent to completion of the acquisition.

We will be subject to business uncertainties related to the JDE Peet's Acquisition.

Further, the success of the JDE Peet's Acquisition will depend in part on the retention of key employees.

Many of these factors may be outside of the control of KDP and JDE Peet's, and any one of them could result in increased costs, decreased expected revenues, and diversion of management time and energy, which could mat…

•potential unknown liabilities, adverse consequences, and unforeseen increased expenses associated with the integration.

•integrating the companies' financial reporting and internal control systems, including compliance by the combined company with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated by t…

•difficulties in managing the expanded operations of a large company which operates in additional geographic markets;

•challenges in keeping existing customers and obtaining new customers;

•difficulties in assimilating employees and in attracting and retaining key personnel;

•challenges in conforming standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies;

•difficulties in integrating operations and systems;

•the diversion of management attention to integration matters;

The combination of two businesses is a complex, costly, and time-consuming process.

We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our business.

We conducted a due diligence review related to our planned acquisition of JDE Peet's.

If our due diligence investigation of JDE Peet's was inadequate or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our business.

As we expand our business, our success will depend, in large part, on our ability to anticipate and effectively manage these risks and other risks associated with growing international operations.

•military conflicts, such as the Russia and Ukraine conflict, and other geopolitical issues.

•adaptation to different business cultures, languages, and market structures; and

•exposure to foreign currency exchange risk;

•tariffs, sanctions, such as those imposed in response to the Russia and Ukraine conflict, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in new foreign markets;

•the increased travel, infrastructure, legal, and compliance costs associated with new international locations;

•the difficulty of managing and staffing foreign offices;

If consummated successfully, the JDE Peet's Acquisition would represent a significant transformation of our coffee business and will expand our operations to those geographies where JDE Peet's currently operates, incl…

The JDE Peet's Acquisition will expose us to inherent risks in JDE Peet's' business and those geographies where JDE Peet's currently operates, which could adversely affect our business.

We have incurred and expect to incur a number of costs associated with the JDE Peet's Acquisition, including legal, accounting, consulting, and other advisory fees, financing costs, and other transaction-related costs.

We will incur significant direct and indirect costs as a result of the JDE Peet's Acquisition.

The market price of our common stock also may decline if we do not achieve the expected benefits and synergies of the JDE Peet's Acquisition as rapidly or to the extent anticipated by financial or industry analysts, o…

The market price of our common stock may decline as a result the JDE Peet's Acquisition.

In connection with the JDE Peet's Acquisition, plaintiffs may file lawsuits against us, JDE Peet's, and/or the directors and officers of either company.

There could be legal proceedings in connection with the JDE Peet's Acquisition, the outcomes of which are uncertain, could result in substantial costs, and which could delay or prevent the completion of the JDE Peet's…

The JDE Peet's Acquisition Agreement provides that the completion of the proposed JDE Peet's Acquisition will be subject to the satisfaction or waiver of certain conditions, including the minimum tender of at least 95…

The requisite number of JDE Peet's shareholders may not tender their shares.

On August 24, 2025, we entered into the JDE Peet's Acquisition Agreement, and on January 16, 2026, pursuant to the terms of the JDE Peet's Acquisition Agreement, we commenced a tender offer to acquire all of the issue…

We may not complete the proposed JDE Peet's Acquisition within the time frame we anticipate, or at all, which could adversely affect our business.

RISKS RELATED TO THE JDE PEET'S ACQUISITION

Fluctuations in our effective tax rate may result in volatility in our financial results.

Water scarcity and quality could adversely affect our business.

Climate change or related legislation could adversely affect our business.

Failure to comply with personal data protection and privacy laws can adversely affect our business.

Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us.