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 our route-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 planned tax-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.

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 Chair		Timothy Cofer Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

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:

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

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.

TABLE OF CONTENTS

 Proxy Summary 

PROXY SUMMARY

This summary highlights certain information in this Proxy Statement. Stockholders are encouraged to read the entire Proxy Statement and 2025 Annual Report carefully before voting.

2026 Annual Meeting Information

Meeting Agenda and Voting Recommendations

Keurig Dr Pepper

Keurig Dr Pepper Inc. (“KDP,” “we,” “us,” “our” or the “Company”) is a leading beverage company with more than 150 owned, licensed and partner brands that meet a wide range of needs and occasions. Our North American refreshment beverage business holds leadership positions across carbonated soft drinks, water, juice and mixers with a portfolio of iconic brands such as Dr Pepper^®, Canada Dry^®, Mott’s^®, A&W^®, Peñafiel^®, GHOST^®, 7UP^®, Snapple^®, Clamato^® and Core Hydration^®. Our global coffee business spans more than 100 markets and includes the leading Keurig^® single-serve brewing system in the U.S. and Canada, along with powerhouse brands such as Peet’s, L’OR and Jacobs, and other regional coffee leaders. Our more than 50,000 employees aim to enhance the experience of every beverage and coffee occasion while making a positive impact for people, communities and the planet.

 Proxy Summary 

2026 Director Nominees

Company Highlights

*

KDP delivered strong results in 2025 while navigating a complex and evolving operating environment. Net sales grew over 8% in constant currency and Adjusted diluted EPS grew 7%, consistent with our guidance.^** Across the enterprise, we effectively managed through cost pressures and consumer uncertainty, strengthening our positions in key categories and preserving our ability to fund long-term oriented investments. Performance was led by continued momentum in U.S. Refreshment Beverages, resilient International trends, and underlying progress in U.S. Coffee.

 Proxy Summary 

With a healthy base business, the Company also took decisive action to position KDP for future success with the acquisition of JDE Peet’s and planned tax-free separation into two independent, publicly-traded companies. To support execution, in 2026, we have implemented a pre-separation operating model that combines centralized enterprise leadership with dedicated Beverage and Coffee Operating Units, which aims to enhance focus and accountability while preparing each future company to operate on a standalone basis. KDP’s pro forma total net sales as of year-end 2025, after the JDEP acquisition, are approximately $28 billion.

The Company also strengthened its leadership team to support this next phase in our evolution. In April 2026, following a robust and thoughtful search process, we named Rafael Oliveira as Chief Executive Officer of our Coffee Operating Unit and as Chief Executive Officer of the future Global Coffee Co. Mr. Oliveira has served as Chief Executive Officer of JDE Peet’s since November 2024 and brings extensive consumer packaged goods experience, deep knowledge of the global coffee category, and a track record of successfully guiding multinational businesses. In late 2025, we also elevated Olivier Lemire to the role of President, U.S. Coffee and appointed Anthony DiSilvestro to the role of Chief Financial Officer.

With a talented, experienced, and aligned leadership team in place, KDP is well-positioned to deliver during an important 2026. The Board and management team remain focused on disciplined execution to maintain business momentum and achieve critical milestones as the Company advances along the path to separation.

Corporate Governance Highlights

Key Executive Compensation Practices

 Proxy Summary 

KDP Purpose and Impact

KDP is driven by a purpose to Drink Well. Do Good. With a vision to provide a beverage for every need, anytime and anywhere, KDP strives to live that purpose by delivering great brands, great experiences and great impact. We proudly offer over 150 iconic brands that consumers love and trust. Our team of approximately 50,000 employees aims to enhance every beverage occasion and make a positive impact for people, communities and the planet.

KDP Impact is our multi-year social and environmental agenda comprised of strategic initiatives that aim to make a positive impact with every drink. Rooted in action, realized through partnerships, and measured in results, we focus our initiatives in the seven key impact areas where we believe we can create meaningful change. These seven key impact areas are as follows:

We are committed to transparency and disclosure about these strategies, programs, progress and governance matters. Our corporate responsibility report is available on our website at www.keurigdrpepper.com.

 Proposal 1 — Election of Directors 

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board has nominated the nine candidates named in this proposal for election as directors at the Annual Meeting. Eight out of nine nominees are currently serving as KDP directors. Robert Singer and Amie Thuener have not been renominated for re-election and will no longer serve on the Board upon the election of the director nominees at the Annual Meeting.

Directors are elected annually, and the director nominees standing for election at this Annual Meeting will serve until their term expires at the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.

Director Nomination Process

The Board is responsible for nominating the Company’s director candidates, with assistance in identifying and recommending nominees from the Nominating and Governance Committee. The Nominating and Governance Committee uses a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Governance Committee through management, current Board members, independent search firms, stockholders or other sources.

Members of the Nominating and Governance Committee, the Chair of the Board and other members of the Board interview potential director candidates as part of the selection process when evaluating new director candidates. The Nominating and Governance Committee reviews the background of all potential nominees and determines whether they individually possess the personal and professional attributes necessary to be a director. Any feedback obtained through the Board’s annual self-evaluation process with respect to the ability of individual directors to contribute to the Board is also considered in connection with the nomination process. The Nominating and Governance Committee will consider director recommendations by stockholders and will evaluate nominees recommended by stockholders in the same manner as nominees recommended from other sources. In addition, stockholders can submit director nominations pursuant to the procedures set forth in our Amended and Restated Bylaws (the “Bylaws”).

The Company’s Corporate Governance Principles provide that directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company and ordinarily may not serve on the board of more than three other public companies in addition to KDP (or one other public company in the case of a director currently serving as a named executive officer of a public company). Each of our directors is currently in compliance with these expectations, and the Nominating and Governance Committee assesses and reviews compliance with these guidelines as part of the annual nomination process. Directors are required to advise the chair of the Nominating and Governance Committee in advance of accepting an invitation to serve on another corporate board of directors.

Nominations of Ms. Thuener, Mr. Newlands and Mr. Driscoll

To support the Company’s transformation and value creation agenda as KDP progresses towards a separation into two independent companies, the Board undertook an extensive search and recruiting process to add additional independent directors to the Board in early 2026. This process was overseen by the Remuneration and Nomination Committee, the Lead Director, the Non-executive Chairman and the Chief Executive Officer, in each case, in place at the time. The Board retained an independent search firm to assist in identifying and evaluating possible candidates, which led to the identification of Ms. Thuener and Mr. Newlands as candidates. In addition, Mr. Driscoll was known to certain members of the Company’s Board and certain of its investors and was identified by the Company’s Board as a candidate based on his leadership experience in consumer packaged goods, strong credibility and skill set complementary to the Company’s go-forward plans. In addition to the directors leading the search, other members of the Board and management also interviewed Ms. Thuener, Mr. Newlands and Mr. Driscoll during their respective evaluation processes. The Board and the committee then responsible for director nominations determined that Ms. Thuener, Mr. Newlands and Mr. Driscoll possessed skills and attributes necessary for KDP directors, including professional backgrounds across a variety of industries and strong board service experience. In February 2026, upon the recommendation of the Remuneration and Nomination Committee, the Board approved the appointments of Ms. Thuener and Mr. Newlands to the Board effective March 2, 2026.

Board Composition and Qualifications

The Board is committed to the ongoing review of Board composition and regularly discusses the skills and characteristics required of KDP directors in the context of the current makeup of the Board, the operating requirements of the Company and the long-term interests of stockholders. The Nominating and Governance Committee also reviews the collective experience of the Board and makes recommendations to the Board regarding the appropriate mix of skill sets, qualifications and attributes of the Board as a whole.

 Proposal 1 — Election of Directors 

The Board seeks candidates with diverse personal backgrounds, perspectives and experiences and who are committed to active participation, sharing fresh perspectives and providing constructive feedback to management. Our Board prioritizes candidates with proven executive leadership capabilities; consumer product industry expertise; strategic planning experience; financial and accounting skills; and corporate governance, regulatory and risk management experience. The Board may also consider such factors as a range in viewpoint, professional experience, education, relevant market experience, skills and other individual qualifications, and assesses its effectiveness in this regard as part of the annual evaluation process.

The following matrix highlights the specific skills, attributes and experience of our director nominees, and the absence of a designation does not mean a director nominee does not possess that particular skill or qualification. Each director nominee also contributes other important skills, knowledge, experience, viewpoints, and perspectives to our Board that are not reflected in the matrix below.

Director Skills Matrix

Skills and Experience

Executive Leadership

●

●

●

●

●

●

●

●

Consumer Products

●

●

●

●

●

●

●

Strategic M&A

●

●

●

●

●

●

●

●

Finance & Accounting

●

●

●

●

Sustainability/Corporate Responsibility

●

●

●

●

●

Brand Marketing

●

●

●

●

●

●

●

Digital, Innovation & Technology

●

●

●

●

●

Public Company Board Experience

●

●

●

●

●

●

●

●

●

Director Independence

The majority of the members of the Board are independent under Nasdaq’s listing standards. In order to determine that a director is independent under Nasdaq’s listing rules, the Board must affirmatively determine, after reviewing all relevant information, that a director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on these standards, the Board has determined that the following directors are independent: Oray Boston, Brian Driscoll, Juliette Hickman, William Newlands, Pamela Patsley, Debra Sandler, Robert Singer, Amie Thuener, Michael Van de Ven and Lawson Whiting. The Board also previously determined that former director Paul Michaels was independent.

In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2023 between KDP and entities associated with the independent directors or their immediate family members. Specifically, the Board considered that Brown-Forman Corporation, where Mr. Whiting is employed, does business in the ordinary course with KDP. The amount received by KDP or Brown-Forman Corporation in each of the last three fiscal years did not exceed 1% of either KDP’s or Brown-Forman Corporation’s consolidated gross revenues.

Timothy Cofer does not qualify as independent due to his position as our CEO.

 Proposal 1 — Election of Directors 

Director Nominees

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Corporate Governance Practices 

CORPORATE GOVERNANCE PRACTICES

KDP is committed to strong corporate governance policies and practices, which are embodied in our Corporate Governance Principles, available at www.keurigdrpepper.com. The Remuneration and Nomination Committee (the “RemCo”), prior to its dissolution in March 2026, reviewed the Corporate Governance Principles annually to reflect evolving best practices and regulatory requirements, including Nasdaq listing standards. Beginning in March 2026, the newly formed Nominating and Governance Committee assumed this responsibility. The governance practices highlighted below are reflected in the Corporate Governance Principles, our Bylaws and our committee charters, as appropriate.

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board approves compensation for the Company’s executive officers, advises them, assigns to them responsibility for management of the Company’s business, and monitors their performance.

The Board recognizes that its leadership structure—particularly the combination or separation of the CEO and Chair roles—is driven by the needs of the Company, and that different leadership structures are appropriate for different circumstances. As a result, the Company does not have a policy requiring either the combination or separation of leadership roles. Instead, the Board periodically evaluates its leadership structure and maintains flexibility to determine which arrangement is best suited for the conditions facing the Company at that time.

Chair of the Board

Since Mr. Cofer’s appointment as CEO, KDP has maintained separate CEO and Chair roles, with Mr. Gamgort serving as Executive Chairman from April 26, 2024 to April 24, 2025, then as non-employee Chairman of the Board until March 31, 2026. Effective April 1, 2026, the Board appointed Ms. Patsley as independent Chair of the Board, with the same responsibilities that Mr. Gamgort held in his non-employee Chairman role, as summarized below.

In their roles as a non-employee Chairman and Chair of the Board, respectively, Mr. Gamgort’s responsibilities included and Ms. Patsley’s responsibilities currently include:

In addition, as an independent director, Ms. Patsley’s role as Chair also includes promoting the independence of the Board and assisting in annual Board self-evaluations. Prior to her appointment as Chair, Ms. Patsley served as the Lead Independent Director, beginning in December 2024. Ms. Patsley has extensive experience on public company boards and in management, including her leadership as a public company CEO and Executive Chairman, lending to her expertise in corporate governance practices. Ms. Patsley also has a deep understanding of KDP’s business due to her 18 years of service on KDP’s Board. The Board believes she is well positioned to carry out the responsibilities of the Chair of the Board and provide constructive and informed guidance to management.

The current governance structure permits Mr. Cofer to focus on managing and operating the Company during the present transformational period, and allowed Mr. Gamgort to focus on strategic issues determined by the Board. Following a multi-year succession planning process, Ms. Patsley’s appointment to the Chair role represents the Company’s commitment to independent oversight and guidance during a key transformational period for the Company.

Board Meetings

Our Board met 19 times during 2025. Each current director attended at least 75% of the total number of meetings of the Board and committees on which such director served that were held during 2025 while the director was a member. Directors are also expected to attend annual meetings of stockholders, and seven of our eight directors who were on the Board at the time attended the 2025 Annual Meeting of Stockholders.

 Corporate Governance Practices 

In addition to Board and committee meetings, our directors also discharge their duties through, among other things, less formal group communications, including discussions, briefings and educational sessions with members of senior management and others as appropriate regarding relevant matters.

Committees

Until March 2, 2026, the Board had two standing committees, the RemCo and the Audit and Finance Committee (the “Audit Committee”). In 2025, the RemCo and the Audit Committee each held eight meetings.

Effective March 2, 2026, to further align KDP’s governance structures with best practices, the Board approved the dissolution of the RemCo and the formation of two new standing committees, the Nominating and Governance Committee and the Compensation Committee. The Compensation Committee’s focus is on executive and Board compensation, talent, human resources and related matters. The Nominating and Governance Committee has assumed the responsibility for corporate governance, Board recruitment and related matters.

The membership of the current standing committees is set forth below. The responsibilities of the Compensation Committee and the Nominating and Governance Committee outlined below were previously held by the RemCo. Charters for each of our standing committees are available at our corporate governance webpage at www.keurigdrpepper.com.

 Corporate Governance Practices 

The Board’s Oversight Responsibilities

The Company’s corporate governance practices and policies provide substantial independent oversight of management. For instance:

Board Oversight of Risk

The Board views the oversight of the Company’s strategy and operations as one of its key responsibilities and understands that risk is inherent in accomplishing the Company’s objectives. Oversight of the Company’s risk management is therefore an important function of the Board. The Board and management consider factors such as a risk’s likelihood, potential impact and time horizon. To evaluate risk and administer its oversight function, the Board relies on the breadth and depth of experience of its directors, delegating responsibility to its standing committees as appropriate. The Board also discusses risks during its executive sessions. Management plays a key role in risk management and regularly provides updates to the Board. The Board is also informed on the recommendations of external advisors, including law firms, financial and investment banking firms, auditors, management and compensation consultants and other experts.

The Board of Directors

The Board as a whole primarily oversees matters related to strategic and operational risk. The Board’s standing committees report to the full Board regarding their respective considerations and actions. The Board’s role in the Company’s risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including strategic, operational, financial and legal risks.

The Audit and Finance Committee

The Audit Committee oversees matters of financial, legal and compliance risk. In administering this oversight, the Audit Committee regularly receives reports from the Controller, Treasurer, General Counsel, head of Internal Audit and others, and it meets directly with the Company’s independent auditors. The Audit Committee has been delegated responsibility for oversight of data privacy and cybersecurity risk and receives regular updates from the Company’s Chief Information Officer and its Chief Information Security Officer.

The Compensation Committee

The Compensation Committee (and before its formation, the RemCo) addresses risks related to compensation and other talent-related matters. It receives regular reports from the Chief Human Resources Officer and its independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”).

 Corporate Governance Practices 

The Nominating and Governance Committee

The Nominating and Governance Committee (and before its formation, the RemCo) oversees corporate governance matters, including the Board’s structure and leadership and succession planning. In administering this oversight, the Nominating and Governance Committee receives reports from the Chief Legal Officer, the Chief Human Resources Officer, law firms and other external advisors.

Management

Management plays a central role in the Company’s risk management and regularly provides updates to the Board on a variety of relevant matters, including strategy and operations, cybersecurity, data privacy, sustainability, human capital management, supply chain, legal matters and other key topics. The Company’s processes, disclosure controls and procedures and internal controls are designed to facilitate the identification and management of risks and to cause key risks to be escalated to the Board. In some cases, management implements its risk management function through internal committees. The Company’s full Disclosure Review Committee meets at least quarterly and is comprised of several members of senior management, including our Controller, General Counsel, the financial heads for our business units, the heads of Internal Audit and Financial Planning & Analysis and others. The Disclosure Review Committee discusses key issues within the Company that may implicate public reporting, which are elevated to the Audit Committee or Board, as appropriate.

Board Oversight of Corporate Responsibility

The Board oversees KDP’s corporate responsibility strategy and initiatives and sets the tone for the Company’s commitment to working to make a positive impact for people, communities and the planet. Our Corporate Governance Principles reflect our longstanding commitment to addressing corporate responsibility matters directly with the full Board. The Board oversees the Company’s strategies and commitments for, among other issues, climate and nature action; water use and stewardship; packaging and circular economy; human rights, responsible sourcing and supply chain livelihoods; consumer health and well-being; employee heath, safety and well-being; and corporate governance and ethics. The Compensation Committee assists the Board with oversight of human capital management strategies, and the Nominating and Governance Committee assists with corporate governance matters.

The full Board approves long-term initiatives and commitments under our key impact areas, as described under “KDP Purpose and Impact” above. KDP executive leaders help guide and develop these corporate responsibility programs; the KDP Executive Leadership Team works to promote alignment of our corporate responsibility approach and strategies with our long-term business objectives, provides advisory support on programs and monitors progress. Additionally, in preparation for the separation into two independent companies, the leadership team of each of the Beverage and Coffee Operating Units will meet regularly with the Executive Leadership Team to promote cross-functional decision-making and the alignment of operating unit strategy and oversee progress toward commitments. The Chief Corporate Affairs Officer provides periodic updates on progress to the Board.

We are committed to transparency and disclosure of our strategies, programs, progress and governance. Our corporate responsibility report is available on our website at www.keurigdrpepper.com, as are our policies, including our ethics and compliance policies. The information on, or accessible through, our website is not incorporated by reference into, and is not a part of, this Proxy Statement.

 Corporate Governance Practices 

Board and Committee Evaluations

The Board, as well as each standing committee, conducts an annual self-evaluation to assess its performance. All directors participate in the formal evaluation process, responding to written questions designed to elicit information to be used in improving Board and committee effectiveness. Director feedback is shared on an anonymous basis with the entire Board and committees and, where appropriate, addressed with management. In response to feedback from the evaluation process, our Board and committees work with management to improve our policies and procedures to further Board and committee effectiveness.

In 2025, the Board assessed Board performance by soliciting director input on governance matters through a written evaluation. Additionally, our Lead Independent Director conducted one-on-one discussions to solicit additional feedback from each individual director. The results of the evaluation process were shared with the Board and committees, and the Board has subsequently taken action to address the feedback received. Among other actions stemming from the 2025 self-evaluation process, the Board has recruited two additional independent directors, Mr. Newlands and Ms. Thuener, and has fulfilled its commitment to form a standalone Nominating and Governance Committee.

In late 2024, the Board engaged in a process intended to assess Board performance at a deeper level and to solicit director input on governance matters going forward. In addition to a written evaluation, looking forward to 2025, the Board retained a third-party corporate governance specialist to conduct one-on-one discussions to solicit additional feedback from each individual director. The results of the evaluation process were shared with the Board and committees, and the Board subsequently took action to address the feedback received. Among other actions stemming from the late 2024 self-evaluation process, the Board recruited two additional independent directors, Mr. Van de Ven and Mr. Whiting, in early 2025, and committed to form a standalone Nominating and Governance Committee, which was completed in 2026.

Code of Conduct

We are dedicated to earning the trust of our customers and investors, and our actions are guided by the principles of integrity, trustworthiness, dependability and respect. The Company has adopted Codes of Conduct that all employees, officers and directors are expected to adhere to, and our Chief Executive Officer, Chief Financial Officer and Controller are all subject to the Keurig Dr Pepper Code of Conduct. All employees and all Board members are required to participate in annual Code of Conduct training and certifications, and a material violation of the Code of Conduct is cause for termination. Our Codes of Conduct are posted on our website at www.keurigdrpepper.com within “Our Policies” found under “Who We Are” on our homepage. To the extent disclosure is required, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K or applicable stock exchange rules regarding any amendment to, or waiver from, a provision of the Code of Conduct for our directors and executive officers (including senior financial officers) by posting such information on our website at www.keurigdrpepper.com.

 Corporate Governance Practices 

Stockholder Outreach and Communications with the Board

As part of our effort to better understand our stockholders’ perspectives, we regularly engage with our stockholders, seeking their input and views on various matters. We discuss a variety of topics with our stockholders, including the Company’s business strategy, financial performance, executive compensation and corporate responsibility matters. The Board values our stockholders’ perspectives, and the feedback we receive continues to inform our policies and practices.

Any interested party may communicate with the Board, the Chair of the Board or the independent directors on a Board-related issue by sending an email to ir@kdrp.com or corporatesecretary@kdrp.com or sending a written communication to: Corporate Secretary, Keurig Dr Pepper Inc., 6425 Hall of Fame Lane, Frisco, TX 75034. Communications related to the responsibilities of the Board will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.

Director Compensation

Our non-employee director compensation program is guided by three goals: compensation should fairly pay directors for work required in a company of our size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be easy for stockholders to understand. The Board believes that a director’s total compensation should include a significant equity component because it believes that this closely aligns the long-term interests of directors with those of stockholders and provides a continuing incentive for directors to foster the Company’s success. In furtherance of these goals, our non-employee directors are bound by an equity ownership requirement of at least five times the annual cash board retainer.

Directors’ compensation is determined by the Board, and the Compensation Committee (and previously, the RemCo) makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent compensation consultant. In connection with the introduction of a non-executive Board Chair role, in April 2025, the Board reviewed and approved the compensation for the Chair of the Board at an annual cash retainer of $200,000 and an annual equity award of $300,000 in lieu of the standard annual cash board retainer and annual equity award. As described further in the Compensation Discussion & Analysis and Executive Compensation Tables below, Mr. Gamgort received pro-rated retainers for his partial years of service in 2025 and 2026 as a non-employee Chair, and Ms. Patsley received such Chair retainers in connection with her assumption of the role in March 2026.

 Corporate Governance Practices 

Summary of 2025 Director Compensation Elements

In determining the number of shares that will be issued in connection with an annual equity award to directors, the Company divides the dollar amount of an award approved by the Board by the closing price per share of KDP common stock on the grant date of the award. Annual equity awards to directors vest in full on the fifth anniversary of the grant date. If a director’s service with the Company terminates for any reason, the award will vest in full on the termination date, except that awards granted within one year of the termination date will vest on a pro-rata basis.

Non-Employee Director Compensation for Fiscal 2025

The following table contains information with respect to the annual compensation of our non-employee directors earned during 2025 with respect to their Board service. Mr. Gamgort served as Executive Chairman until April 24, 2025, at which time he transitioned to the role of non-employee Chairman of the Board. His compensation in both capacities is described in the Compensation Discussion & Analysis and Executive Compensation Tables below. Ms. Thuener and Mr. Newlands did not serve on the Board during fiscal 2025.

 Corporate Governance Practices 

 Executive Officers 

EXECUTIVE OFFICERS

Our executive officers, as of April 20, 2026, are as follows:

For more information about Mr. Cofer, see “Proposal 1 – Election of Directors.” Biographical information about our other executive officers is set forth below:

 Executive Officers 

 Proposal 2 – Advisory Resolution to Approve KDP’S Executive Compensation 

PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE KDP’S EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. As described in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation programs are designed to attract and retain talent through the alignment of pay and financial interests of our executives with stockholder value creation. We will continue to design and implement our compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.

In accordance with the Exchange Act, and as a matter of good corporate governance, the Company is asking stockholders to approve the following non-binding advisory resolution at the 2026 Annual Meeting:

“RESOLVED, that the stockholders of Keurig Dr Pepper Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and the related narrative discussion in the Proxy Statement for the Company’s 2026 Annual Meeting of Stockholders.”

Because your vote on this proposal is advisory, it will not be binding on the Board. However, the Compensation Committee and the Board will consider the outcome of the vote when making future compensation decisions. The Board currently holds this “say on pay” advisory vote on an annual basis and expects the next such vote after the 2026 Annual Meeting will be held at the Company’s 2027 Annual Meeting of Stockholders.

 Compensation Discussion and Analysis 

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis that follows describes our executive compensation philosophy and programs, as well as the compensation-setting process and the compensation of our named executive officers (“NEOs”) for 2025. During 2025, KDP’s compensation program was administered by the RemCo, which, effective March 2, 2026, separated into a newly-created Nominating and Governance Committee and Compensation Committee. For purposes of this Compensation Discussion and Analysis, the “Committee” means the RemCo or the Compensation Committee, as applicable at the time of the relevant reference.

Our NEOs for fiscal 2025 are:

Table of Contents

Overview

2025 Performance Highlights

During 2025, KDP achieved the following financial and operational highlights:

During 2025, KDP delivered on our guidance, with net sales growth of over 8% in constant currency and adjusted diluted EPS growth of 7%.^† We believe we navigated the dynamic operating environment with agility and executed well in the marketplace with strong innovation and commercial activation of our brands. At the same time, we laid the groundwork for KDP’s transformational next chapter through our announced acquisition of JDE Peet’s, which we closed on April 1, 2026, and planned separation into two independent, publicly traded companies. KDP also continued to enhance our positive impact on a variety of stakeholders through KDP Impact, our multi-year environmental and social agenda comprised of strategic initiatives that aim to make a positive impact with every drink. These achievements were the direct outcome of the talent, dedication and hard work of our employees across KDP.

 Compensation Discussion and Analysis 

Our Compensation Philosophy & Practices

KDP is driven by top beverage talent, anchored in our values of Team First, Deliver Big, Think Bold and Be Fearless and Fair. KDP’s team is a key driver of its success, and the Company’s compensation philosophy for senior leaders is designed to spur their performance. KDP’s Board has long required senior executives to acquire and hold a significant amount of Company shares over long time horizons. These compensation practices distinguish KDP from most of its peers, and the Board believes they are a key component of the Company’s success. KDP’s Board seeks senior executives who are more than managers and truly act as co-owners of the enterprise alongside its stockholders.

The primary objectives of our executive compensation program are to:

Elements of KDP’s Compensation Program

NEO compensation consists of base salary, annual cash incentive awards under our Short-Term Incentive Plan (“STIP”) and annual equity awards under our Long-Term Incentive Plan (“LTIP”).

Competitive Pay Tied Closely to Long-Term Performance

To retain high-quality talent to drive KDP’s success, and to align the interests of our NEOs with our stockholders, a significant portion of executive compensation is tied to Company performance in the form of annual cash incentives and equity awards and, through 2025, required participation in our Elite Investment Program. Beginning in 2025, we added PSUs to our long-term incentive compensation program to more closely align executive compensation with Company performance and reward leaders for achieving long-term financial success for KDP.

 Compensation Discussion and Analysis 

We benchmark our compensation against a peer group of companies with which we compete for key talent and investment and business opportunities (the “Compensation Peer Group”), as described more fully below. The Committee generally reviews and targets the 50th percentile market pay level when assessing target annual cash compensation, the 75th percentile when assessing equity compensation, and between the 50th and 75th percentile when assessing total target compensation. In determining target compensation levels, in addition to market data, the Committee may consider factors such as individual experience, skill set, personal performance, retention risk, internal parity, time in the role, job scope and the recruitment landscape. As such, NEO target compensation may be positioned above or below the stated competitive range, and actual pay may be above or below target based on our financial and stock price performance. We also provide certain limited benefits and perquisites that are in line with market practice and typically represent a non-material aspect of compensation for our NEOs.

Compensation Policies and Governance Practices

Our compensation governance policies further align our executives’ interests with those of our stockholders and are designed to manage risk and follow best practices:

Significant stock ownership required. KDP’s Board strongly believes that significant long-term stock ownership by our executives is an important factor in aligning executive and stockholder interests to successfully deliver stockholder value over the long term. All NEOs and other senior executives are subject to a stock ownership requirement, and through 2025, were obligated to participate in the Elite Investment Program, which requires substantial investment in our Company and maintaining that entire investment for at least five years until associated Matching RSUs fully vest. Each of our NEOs have made substantial personal investments in KDP stock during their tenures and as of the record date, Messrs. Cofer, DiSilvestro, Gorli, Johnson and Shoemaker collectively own common stock valued at approximately $24 million.

Incentives do not encourage excessive risk taking. In order to assess the risk inherent in the design of our compensation program, the Committee periodically reviews our plans and programs and has determined that our compensation program is not designed to encourage excessive risk taking. For example, we continue to utilize multiple performance measures under the annual STIP to reduce the risk of over-concentration on a single business or financial metric, while our equity awards generally have three- to five-year vesting periods tied to continued employment with the Company, which discourages excessive risk taking intended to optimize short-term and non-sustainable performance.

Clawback policies that extend beyond the minimum legal requirements. We have adopted a Rule 10D-1 Clawback Policy intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will, subject to limited exceptions, recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. In addition to the Rule 10D-1 Clawback Policy, the Company maintains a Senior Leadership Clawback Policy applicable to our executive leadership, which allows for recoupment of short-term and long-term incentive compensation (including time-based equity awards) from certain executives, including the NEOs, in the event of certain misconduct.

Double-trigger equity award vesting upon a change of control. All outstanding unvested equity awards that provide for additional or accelerated payment or fully accelerated vesting in connection with a change in the control of the Company, including the annual LTIP awards, require a “double trigger,” which means that accelerated vesting of equity will only occur upon a qualifying termination of employment in connection with a change of control (and not solely as a result of the completion of a change in control transaction).

No hedging. Under our Insider Trading Policy, all employees and members of the Board are prohibited from engaging in any speculative transactions in KDP securities, including engaging in short sales, transactions involving put options, call options or other derivative securities, or any other forms of hedging transactions, such as collars or forward sale contracts. Employees and members of the Board must also obtain pre-clearance approval from the Legal Department to pledge KDP securities and are prohibited from pledging KDP securities for speculative purposes.

No backdating or repricing of equity awards, including stock options. While stock options are not currently part of our compensation mix, repricing of stock options and issuing stock options at below-market exercise prices are strictly prohibited by our equity incentive plan, and any options we would grant must have an exercise price at least equal to the fair market value of our stock on the date of grant.

Limited tax gross-ups. Any personal income taxes due as a result of compensation and/or perquisites, other than reimbursement for taxes incurred with respect to certain relocation-related expenses or expatriate assignments, are the responsibility of the NEOs. We do not provide tax gross-ups on any change-in-control benefits.

Minimal perquisites. NEO perquisites are evaluated annually by the Committee for reasonableness and typically represent a non-material aspect of any NEO’s total compensation.

 Compensation Discussion and Analysis 

Roles and Responsibilities with Regard to Compensation

Role of the CEO, Committee and Board

The Committee annually evaluates and approves compensation for our NEOs and full Executive Leadership Team, including equity awards, bonus payouts and any changes in compensation packages. The Committee’s determinations regarding the compensation of our executive officers take into account a variety of factors, including recommendations by our CEO (except regarding himself) and other factors the Committee believes appropriate. In assessing changes in overall target compensation levels, the Committee considers external market conditions, as well as factors such as individual experience, skill set, personal performance, retention risk, internal parity, time in the role, job scope and the recruitment landscape.

Role of Compensation Consultant

The Committee has engaged FW Cook to provide information regarding the Compensation Peer Group and compensation benchmarking data for NEOs and other executive-level positions, as well as information about market practices for incentive compensation, plan governance and executive compensation-related regulatory developments. Each year, the Committee assesses the independence of the compensation consultant, and for 2025, the Committee concluded that FW Cook is independent, and no conflict of interest exists with regard to FW Cook’s engagement.

FW Cook reports directly to the Committee. While members of senior management consulted with FW Cook, all decisions with respect to the amount and form of NEO compensation under our executive compensation programs were made solely by the Committee and the Board, and may reflect factors and considerations other than the information provided by FW Cook.

Role of Stockholders

As part of its annual processes, the Committee considers the results of the stockholder advisory vote on our executive compensation from prior years. Our stockholders continue to express support for our executive compensation programs to date, with approximately 95% of the votes cast in 2025 supporting the advisory vote, 85% supporting in 2024 and 82% supporting in 2023. In February 2025, the Board approved the addition of PSU awards to our LTIP, which certain stockholders had expressed would be desirable, given both closer alignment between executive compensation and Company performance and consistency with market practice. The Committee values feedback from our stockholders and will continue to consider such feedback as we design and implement our compensation programs and policies in line with our philosophy to promote superior performance results and generate greater value for our stockholders.

Peer Group, Market Data and Benchmarking

In establishing compensation for our NEOs, the Committee considers the compensation practices of the Compensation Peer Group and the pay levels for similar roles among the Compensation Peer Group companies. The Committee considered a total compensation range between the 50th and 75th percentile as reasonable for this purpose given the aggressive KDP business plan goals under the STIP and the high levels of “at-risk” pay for all KDP senior executives.

The Committee periodically reviews the make-up of the Compensation Peer Group with input from FW Cook. The Compensation Peer Group includes companies that compete directly with us for executive talent and compete with us in the marketplace for business and investment opportunities.

Effective for 2025, based on input from FW Cook, the Committee approved updates to the Compensation Peer Group based on multiple screening criteria, including company size, business relevance, robustness of compensation disclosure and scope of operations. Following such updates, the 2025 Compensation Peer Group was comprised of the following companies:

 Compensation Discussion and Analysis 

2025 Compensation Decisions

The specific compensation elements and decisions applicable to our NEOs’ 2025 compensation are described in detail below.

Base Salary

Base salaries provide executives with a secure, fixed base of cash compensation in recognition of role, individual responsibilities, experience and job performance. Salary levels are reviewed annually by the Committee, and any salary increases are approved after a comparative analysis of base salaries for similar positions among the Compensation Peer Group. When determining base salaries and salary increases, the Committee considers external market conditions and total direct compensation targets, as well as factors such as individual experience, skill set, personal performance, retention risk, internal parity, time in the role, job scope and the recruitment landscape. Each NEO’s annual base salary as of December 31, 2025 follows:

Short-Term Incentive Plan

The STIP is a key component of KDP’s annual compensation program and is designed to link performance-based, at-risk annual cash incentives to the achievement of predetermined financial performance goals that correspond directly with the Company’s annual operating plan and external earnings guidance. The Committee believes that aligning bonus payouts directly with these key quantifiable performance targets encourages and rewards the achievement of financial metrics designed to contribute to the Company’s long-term success.

STIP Structure

For our 2025 STIP, to align incentives with results for the overall enterprise, we maintained a single set of enterprise performance goals for all of our NEOs, except Mr. Gorli. Given the Executive Leadership Team’s role in leading the Company, the Committee determined that their STIP awards should be based 100% on enterprise performance, except that the U.S. Refreshment Beverages and U.S. Coffee business unit leads’ STIP awards should be more closely aligned with their respective business units. Mr. Gorli’s STIP award was therefore based 60% on enterprise performance and 40% on the U.S. Refreshment Beverages business unit performance, consistent with STIP awards for other employees in his business unit.

The STIP has a single payout scale with a minimum payout of 0% and a maximum payout of 200% of the target STIP award for all bonus-eligible employees, in line with our pay-for-performance philosophy. Target STIP awards for each NEO are set as a percentage of that NEO’s base salary. For 2025, each NEO’s target was set at 80% of base salary, with the exceptions of Mr. Cofer, Mr. DiSilvestro and Mr. Priyadarshi. Mr. Cofer’s target was set at 150% of base salary, and Mr. DiSilvestro’s target was set at 100% of base salary. Mr. Priyadarshi’s target was increased from 80% to 100% during 2025 to more closely align his compensation with the median of the Compensation Peer Group. The STIP payout is based on the Company’s achievement on three categories of quantifiable metrics that are aligned with our annual business plan:

 Compensation Discussion and Analysis 

The three performance metrics are designed to be quantifiable and visible by employees throughout the year to enable employees to track performance. They also encourage focus on achieving the Company’s annual operating plan.

In the first quarter of 2025, the Committee established performance targets for each metric at the levels reflected in the table below, with the target level for each metric set to correspond with the Company’s annual operating plan approved by the Board. If the Company achieves less than target for the Adjusted Operating Income performance metric, then the Net Sales payout is capped at 100%. When the Committee determines the actual performance and payouts, it considers the qualitative and quantitative circumstances behind the outcomes. From time to time the Committee may exclude certain items from results to ensure that the calculated payout appropriately reflects the compensatory purpose of the STIP award and does not provide windfalls or penalties for factors beyond executives’ control. To determine the total payout multiplier for the STIP, the calculated payout percentage for each of the three metrics is multiplied by the weight for each respective metric and then added together.

The table below reflects the targets and results of the 2025 enterprise STIP, as determined by the Committee in early 2026.

The U.S. Refreshment Beverages STIP, applicable for Mr. Gorli, was based 60% on enterprise performance and 40% on the U.S. Refreshment Beverages business unit performance. The business unit’s performance was measured on the basis of Net Sales and Adjusted Operating Income. The table below reflects the results of the U.S. Refreshment Beverages STIP for 2025.

2025 STIP Payouts

2025 STIP awards were calculated and paid in the first quarter of 2026 upon certification by the Committee of the achievement levels discussed above. The table below shows target payout levels and actual STIP awards earned by each NEO for 2025.