DEF 14A of Keurig Dr Pepper Inc., Apr 24, 2026

DEF 14A of Keurig Dr Pepper Inc.

Filed Apr 24, 2026 · FY20250001193125-26-177266

Open on EDGAR

  1. Anthony Shoemaker

    | REPORT OF THE COMPENSATION COMMITTEE | 34 | | EXECUTIVE COMPENSATION TABLES | 35 | | Summary Compensation Table | 35 | | Grants of Plan-Based Awards | 37 | | Outstanding Equity Awards | 38 | | Stock Awards Vested | 39 | | Non-Qualified Deferred Compensation | 40 | | Post-Termination Compensation | 40 | | CEO Pay Ratio | 46 | | PAY VERSUS PERFORMANCE | 47 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 51 | | PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 | | Independent Registered Public Accounting Firm’s Fees | 52 | | Report of the Audit Committee | 53 | | OWNERSHIP OF OUR EQUITY SECURITIES | 54 | | PROPOSAL 4 – APPROVAL OF OMNIBUS STOCK INCENTIVE PLAN OF 2026 | 56 | | Shares Available and Requested | 56 | | Historical Burn Rate | 56 | | Dilution | 57 | | Best Governance Practices | 57 | | General Summary of Terms of the 2026 Omnibus Incentive Plan | 57 | | U.S. Federal Income Tax Consequences | 61 | | OTHER MATTERS | 63 | | Annual Report to Stockholders | 66 | | Forward-Looking Statements | 66 | | Websites | 67 | | APPENDIX A – NON-GAAP FINANCIAL MEASURES | A-1 | | APPENDIX B – OMNIBUS STOCK INCENTIVE PLAN OF 2026 | B-1 |

  2. 2026 Director Nominees

    2026 Director Nominees

  3. 2026 Director Nominees

    | Name | Principal Occupation | Years of Service | Independent | No. of Current Public Company Boards (including KDP) | Committees & Roles | | Timothy Cofer | Chief Executive Officer of KDP | 2 | | 1 | | | Oray Boston | Worldwide President of TECA + Sports, Johnson & Johnson Orthopaedics Company | 3 | ✓ | 1 | Compensation (Chair) | | Brian Driscoll | Former President and Chief Executive Officer of Snyder’s-Lance, Inc. | 0 | ✓ | 1 | | | Juliette Hickman | Former Investment Analyst, Capital Group Companies | 5 | ✓ | 2 | Audit | | William Newlands | Former President and Chief Executive Officer of Constellation Brands | <1 | ✓ | 2 | Nominating and Governance | | Pamela Patsley | Former Executive Chairman and Chief Executive Officer of MoneyGram International, Inc. | 18 | ✓ | 4 | Chair of the Board; Nominating and Governance (Chair); Compensation | | Debra Sandler | President and Chief Executive Officer of La Grenade Group, LLC and Founder and Former CEO of Mavis Foods, LLC | 5 | ✓ | 4 | Nominating and Governance | | Michael Van de Ven | Executive Advisor and Former President and Chief Operating Officer of Southwest Airlines Co. | 1 | ✓ | 2 | Audit (Chair) | | Lawson Whiting | President and Chief Executive Officer of Brown-Forman Corporation | 1 | ✓ | 2 | Compensation |

  4. Key Executive Compensation Practices

    | § Strong pay for performance philosophy designed to link pay delivery to the Company’s financial and market performance, including the introduction of performance share units to our long-term incentive mix in 2025 |

  5. Key Executive Compensation Practices

    | § Significant levels of direct investment and long-term stock ownership required for all executives to closely align their interests with those of our stockholders |

  6. Key Executive Compensation Practices

    | § Lengthy vesting periods for equity awards |

  7. Key Executive Compensation Practices

    | § Independent compensation consultant retained by and reporting to the Compensation Committee |

  8. Key Executive Compensation Practices

    | § Double-trigger vesting upon a change of control |

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | Age: 57 Director Since: 2024 Other Current Public Company Directorships: None | Timothy Cofer | | | Timothy “Tim” Cofer has served as Chief Executive Officer of KDP and a member of the Board since April 26, 2024. He previously served as KDP’s Chief Operating Officer from November 2023 to April 25, 2024. Mr. Cofer is a seasoned consumer packaged goods executive, with 35 years of multinational experience in driving growth, leading transformations and executing significant mergers and acquisitions. His career is highlighted by a track record of creating value and building high-performing teams. Prior to joining KDP, from October 2019 to September 2023, Mr. Cofer was the Chief Executive Officer and a member of the board of directors of Central Garden & Pet Company (Nasdaq: CENT) (Nasdaq: CENTA), a portfolio of brands in the lawn, garden and pet supplies industries, where he oversaw a multi-year period of double-digit revenue and profit growth and a series of strategic acquisitions. Previously, he spent more than 25 years with Mondelēz International, a manufacturer of snack food products, and its predecessor company, Kraft Foods, with responsibility across a wide range of product categories, including coffee, chocolate and packaged food. In Mr. Cofer’s last position as EVP and Chief Growth Officer of Mondelēz International from 2016 to 2019, he was a critical architect behind the company’s successful growth strategy. He previously led several global regions, including as President of Asia Pacific, Middle East & Africa Mondelēz International and President of Kraft Foods Europe. In his U.S.-focused roles of President of Kraft Pizza Company and President of Oscar Mayer Foods, he oversaw manufacturing and distribution operations, including a nationwide direct store delivery network. He also led the global integration of Kraft and Cadbury, delivering on the merger’s strategic and financial objectives while nurturing a combined high-performing culture. Mr. Cofer holds an MBA from the University of Minnesota and a BA in Economics and Political Science from St. Olaf College. Qualifications: Mr. Cofer brings to the Board extensive experience as an executive in the consumer packaged goods industry, with a track record of driving growth, leading transformations and executing significant mergers and acquisitions. He has leadership experience in general management, manufacturing and distribution and strategic transactions, among other areas. |

  11. Director Nominees

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 7 |

  12. Director Nominees

    | Age: 59 Director Since: 2022 Other Current Public Company Directorships: None | Oray Boston | | | Oray B. Boston Jr. is the Worldwide President of TECA + Sports (Trauma, Extremities, Craniomaxillofacial, Sports and Animal Health) for DePuy Synthes, the Orthopaedics Company of Johnson & Johnson, a role he has held since August 2021, and joined KDP’s Board in November 2022. With a focus on driving commercial growth and enhancing customer relationships globally, Mr. Boston leads the TECA + Sports platform, strengthening the leadership position in Trauma, enhancing their position in Extremities, elevating their life-changing offerings in Craniomaxillofacial, and bolstering the critical efforts of their Animal Health business. His previous positions at Johnson & Johnson, a pharmaceutical and medical technologies corporation, include Ethicon President of Global Biosurgery (May 2018 to September 2021), Office of Technology Vice President of Commercialization, Ethicon Vice President of Franchise Operations, Biosurgery Vice President of Sales & Marketing, and OTC Vice President of Sales Strategy. Mr. Boston holds a Bachelor of Science in Industrial Engineering from the University of Southwest Louisiana and a master’s degree from the University of Pennsylvania. Qualifications: Mr. Boston brings to the Board expertise in brand and marketing innovation, as well as sales and customer management with key consumer packaged goods retailers, developed through over 30 years of experience in operations, sales, marketing and other roles at global companies. In addition, Mr. Boston has experience with P&L management. |

  13. Director Nominees

    | Age: 67 Director Nominee Other Current Public Company Directorships: None | Brian Driscoll | | | Brian Driscoll served as the President, Chief Executive Officer and a member of the board of directors of Snyder’s-Lance, Inc., a snack food manufacturer, until its acquisition by The Campbell’s Soup Company in 2018. Prior to his role at Snyder’s-Lance, Mr. Driscoll served as the President, Chief Executive Officer and a member of the board of directors of Diamond Foods, Inc., a snack food and culinary nut company, from 2012 to 2016. His 40-plus year career in the consumer packaged goods industry also includes positions as Chief Executive Officer and a member of the board of directors of Hostess Brands, Inc. from 2010 to 2012 and leadership roles at Kraft North America, Nabisco, Nestle Foods and Procter & Gamble. Mr. Driscoll’s experience includes extensive knowledge in sales, customer logistics and large-scale operations. Mr. Driscoll currently serves as the non-executive chairman of the board of directors of The Acosta Group, a sales, marketing and foodservice agency, and the chairman of The Arnott’s Group, a snack and meal manufacturer. Additionally, Mr. Driscoll is a board member of Gibson, Inc, a manufacturer of guitars and amplification equipment and was formerly chairman of Clif Bar and Company, a manufacturer of food products and snack bars. He holds a Bachelor of Science degree from St. John’s University College of Business Administration. Qualifications: Mr. Driscoll brings to the Board extensive executive and management experience in the consumer packaged goods industry, specifically overseeing transformational mergers and integrations. He has leadership experience in strategy, sales and operations, among other areas. |

  14. Director Nominees

    | 8 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  15. Director Nominees

    | Age: 52 Director Since: 2021 Other Current Public Company Directorships: Waldencast plc | Juliette Hickman | | | Juliette Hickman served as an investment analyst at the Capital Group Companies, an investment management company, from 1998 to 2020, with exposure to a broad range of industries on a global basis and specific expertise and focus on the global beverage industry. She joined KDP’s Board in January 2021. Throughout her career, Ms. Hickman has gained extensive expertise in corporate strategy, valuation, mergers and acquisitions, financial analysis and risk assessment. She is on the Board of Waldencast Plc. Ms. Hickman holds a Bachelor of Arts degree in Politics and Public Administration from Nottingham Trent University and a Postgraduate Certificate in Sustainable Business from the Cambridge Institute of Sustainability Leadership (CISL). Qualifications: Ms. Hickman brings to the Board extensive experience in the beverage industry and her exposure to a broad range of industries on a global basis from the perspective of an analyst allows her to provide unique shareholder insights. Ms. Hickman has more than 20 years of investing experience and expertise in corporate strategy, valuation, mergers and acquisitions, financial analysis and risk assessment. |

  16. Director Nominees

    | Age: 67 Director Since: 2026 Other Current Public Company Directorships: Constellation Brands, Inc., Hormel Foods Corporation | William Newlands | | | William “Bill” Newlands served as the President and Chief Executive Officer of Constellation Brands, a producer of beer, wine and spirits, from March 2019 to April 2026, where he had a track record of driving significant business transformation and building leading global brands. Mr. Newlands has also served as a director of Hormel Foods Corporation since November 2018 and is currently its Chairman of the Board. He has been a member of KDP’s Board since March 2026. Mr. Newlands joined Constellation in 2015 as Chief Growth Officer and later served as the company’s Chief Operating Officer before serving as President and CEO for just over seven years. Mr. Newlands previously served as President, North America at Beam, Inc. Under his leadership, Beam became one of the fastest-growing companies in its category. Previous appointments include a series of progressive roles at LVMH Chandon Estates, wine.com, Allied Domecq Wines USA, Beam Wine Estates and Beam Spirits U.S. Mr. Newlands holds a Master of Business Administration from Harvard Business School and a Bachelor of Science from the Wharton School at the University of Pennsylvania. Qualifications: Mr. Newlands brings to the Board extensive executive and management experience in the consumer products industry. He has leadership experience in operations, strategy, global brand building, M&A and integration. Mr. Newlands also has strong public company board and corporate governance experience. |

  17. Director Nominees

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 9 |

  18. Director Nominees

    | Age: 69 Director Since: 2018 Other Current Public Company Directorships: Hilton Grand Vacations, Inc., Texas Instruments Incorporated, Payoneer Global Inc. | Pamela Patsley | | | Pamela “Pam” Patsley served as the Executive Chairman of MoneyGram International, Inc., a payments and money transfer company, from 2016 to 2018 and as its Executive Chairman and Chief Executive Officer from 2009 to 2015. She has been on KDP’s Board since the Company was created in July 2018, having previously served on the Board of Dr Pepper Snapple Group. Ms. Patsley has extensive management experience at multinational companies. Prior to MoneyGram International, she held positions as Senior Executive Vice President of First Data Corporation, President of First Data International, and President and Chief Executive Officer of Paymentech, Inc. before its acquisition by First Data. She serves on the Boards of Texas Instruments Incorporated, Hilton Grand Vacations, Inc. and Payoneer Global Inc. She was previously on the Boards of ACI Worldwide, Inc., Molson Coors Brewing Company, Pegasus Solutions, Inc., and Paymentech, Inc. She holds a degree in accounting from the University of Missouri. Qualifications: Ms. Patsley brings to the Board extensive management experience at multiple multinational companies and a deep understanding of audit, financial control and technology matters. Ms. Patsley has extensive public company board and corporate governance experience. |

  19. Director Nominees

    | Age: 66 Director Since: 2021 Other Current Public Company Directorships: Archer-Daniels-Midland Company, Dollar General Corporation, Gannett Co., Inc. | Debra Sandler | | | Debra Sandler is the President and Chief Executive Officer of consulting firm La Grenade Group, LLC and the founder and former CEO of Mavis Foods, LLC, a food company focusing on direct-to-consumer sales. She has been on KDP’s Board since March 2021. Ms. Sandler has extensive experience in the consumer packaged goods industry and a deep understanding of consumer behavior and the evolving retail landscape. She previously served as Chief Health and Wellbeing Officer at Mars, Incorporated and Chief Consumer Officer and President of Mars Chocolate North America. She also held senior leadership positions with Johnson & Johnson, including as Worldwide President for McNeil Nutritionals LLC, and spent more than a decade with PepsiCo, Inc. Ms. Sandler serves on the Board of Archer Daniels Midland Inc., Dollar General Corporation and Gannett Co., Inc. She is also a member of the Board of Advisors for Pharmavite, LLC, a wholly owned subsidiary of Otsuka Pharmaceuticals, and a trustee for Hofstra University. Ms. Sandler is a regular speaker on topics such as diversity and inclusion, multicultural business development and health and wellbeing in the consumer packaged goods industry. She holds a bachelor’s degree from Hofstra University and a master’s degree in Marketing from New York University. Qualifications: Ms. Sandler brings to the Board an extensive understanding of consumer behavior and the evolving retail environment, including valuable e-commerce and strategic planning experience. Ms. Sandler has a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson and PepsiCo. |

  20. Director Nominees

    | 10 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  21. Director Nominees

    | Age: 64 Director Since: 2025 Other Current Public Company Directorships: Fifth Third Bancorp | Michael Van de Ven | | | Michael Van de Ven has served as executive advisor to Southwest Airlines Co., a major airline, since January 2023, prior to which time he was Southwest’s President from September 2021 to December 2022 and its Chief Operating Officer from May 2008 to December 2022. He has been a member of KDP’s Board since April 2025. Mr. Van de Ven joined Southwest in 1993 and held positions of increasing responsibility with the airline, including within the internal audit, financial planning and analysis, fleet planning, aircraft operations and schedule planning areas. Prior to joining Southwest, he also served as senior audit manager for Ernst & Young LLP for nine years ending in 1993. Mr. Van de Ven currently serves on the Board of Fifth Third Bancorp and previously served on the Board of Comerica Incorporated prior to its acquisition. He holds a bachelor’s degree in Accounting from the University of Texas at Austin and is a licensed Certified Public Accountant. Qualifications: Mr. Van de Ven brings to the Board a broad range of extensive business management experience, including mergers and acquisitions, a strong background in risk management and corporate governance, logistics and network operations, customer services, international expansion, safety management systems and running large, complex and highly regulated operations. He has financial acumen developed through his executive experience and his experience as a Certified Public Accountant. |

  22. Director Nominees

    | Age: 57 Director Since: 2025 Other Current Public Company Directorships: Brown-Forman Corporation | Lawson Whiting | | | Lawson Whiting has been the President and Chief Executive Officer of Brown-Forman Corporation, a large spirits and wine business, since January 2019 and has served on Brown-Forman Corporation’s executive leadership team since 2013. Mr. Whiting joined KDP’s Board in April 2025. Prior to his appointment as Chief Executive Officer of Brown-Forman Corporation, Mr. Whiting served as Executive Vice President and Chief Operating Officer of Brown-Forman, where he oversaw regional operations, global production and corporate responsibility. He began his career at Brown-Forman in 1997 in the Corporate Development group and subsequently served as the Director of Investor Relations, Director of Finance for Wines, Director of Global Business Strategy for the Jack Daniel’s family of brands and Director of Finance, North America region. He was then promoted to Senior Vice President and Managing Director of Western Europe, based in London, before returning to the United States as Chief Brands Officer. Mr. Whiting serves on the Board of Brown-Forman Corporation. He holds a Bachelor of Science degree in finance from Miami University and a Master of Business Administration from the University of Chicago’s Graduate School of Business. Qualifications: Mr. Whiting brings to the Board extensive experience as an executive in the consumer packaged goods industry. He has leadership experience in roles spanning operations, production, corporate responsibility, finance, strategy and management, among other areas. |

  23. Director Nominees

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 11 |

  24. Director Nominees

    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.

  25. Director Compensation

    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.

  26. Director Compensation

    | 18 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  27. Summary of 2025 Director Compensation Elements

    Summary of 2025 Director Compensation Elements

  28. Summary of 2025 Director Compensation Elements

    | Annual Compensation Elements | Amount | | Board Retainer | $110,000 | | Board Chair Retainer | 200,000 | | Audit and Finance Committee Chair Retainer | 40,000 | | Remuneration and Nomination Committee Chair Retainer(1) | 30,000 | | Lead Director Retainer | 40,000 | | Annual Equity Award | 175,000 | | Annual Board Chair Equity Award | 300,000 |

  29. Summary of 2025 Director Compensation Elements

    | (1) Applicable for the Compensation Committee Chair and the Nominating and Governance Committee Chair upon the formation of these committees in 2026. |

  30. 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.

  31. Non-Employee Director Compensation for Fiscal 2025

    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.

  32. Non-Employee Director Compensation for Fiscal 2025

    | Name | Fees Earned Or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Oray Boston | 110,000 | 163,672 | — | 273,672 | | Joachim Creus(4) | 45,833 | — | — | 45,833 | | Frank Engelen(5) | 45,833 | — | — | 45,833 | | Olivier Goudet(6) | 45,833 | — | — | 45,833 | | Juliette Hickman | 215,000 | 163,672 | — | 378,672 | | Paul Michaels(7) | 109,975 | 163,672 | — | 273,647 | | Pamela Patsley | 260,000 | 163,672 | — | 423,672 | | Debra Sandler | 110,000 | 163,672 | — | 273,672 | | Robert Singer | 150,000 | 163,672 | — | 313,672 | | Michael Van de Ven | 55,000 | 85,932 | — | 140,932 | | Lawson Whiting | 55,000 | 85,932 | — | 140,932 |

  33. Non-Employee Director Compensation for Fiscal 2025

    | (1) The amounts reported in this column reflect cash retainers paid in 2025. For Ms. Hickman and Ms. Patsley, this includes a one-time $105,000 cash fee for their service on a Transaction Committee formed in connection with the JDE Peet’s acquisition. The directors are paid their cash retainers quarterly in arrears. |

  34. Non-Employee Director Compensation for Fiscal 2025

    | (2) The amounts reported in this column reflect the grant date fair value of restricted stock units (“RSUs”) granted to each director and are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). In accordance with ASC 718, the amounts reported in this column are lower than the face value of the awards when approved because the RSUs do not accrue or otherwise participate in the Company’s dividends prior to vesting. Even though the RSUs may be forfeited, the amounts reported do not reflect this contingency. |

  35. Non-Employee Director Compensation for Fiscal 2025

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 19 |

  36. Non-Employee Director Compensation for Fiscal 2025

    | (3) The following table shows the aggregate number of outstanding RSUs held by each non-employee director that served during 2025, as of December 31, 2025. Mr. Creus, Mr. Engelen, Mr. Goudet and Mr. Michaels were no longer serving as Company directors as of December 31, 2025 and held no outstanding unvested KDP equity awards as of such date. |

  37. Non-Employee Director Compensation for Fiscal 2025

    | Name | KDP RSUs | | Oray Boston | 16,096 | | Joachim Creus | — | | Frank Engelen | — | | Olivier Goudet | — | | Juliette Hickman | 25,596 | | Paul Michaels | — | | Pamela Patsley | 25,596 | | Debra Sandler | 22,655 | | Robert Singer | 25,596 | | Michael Van de Ven | 3,210 | | Lawson Whiting | 3,210 |

  38. Non-Employee Director Compensation for Fiscal 2025

    | (4) Mr. Creus resigned from the Board effective February 28, 2025. |

  39. Non-Employee Director Compensation for Fiscal 2025

    | (5) Mr. Engelen resigned from the Board effective February 28, 2025. |

  40. Non-Employee Director Compensation for Fiscal 2025

    | (6) Mr. Goudet resigned from the Board effective February 28, 2025. |

  41. Non-Employee Director Compensation for Fiscal 2025

    | (7) Mr. Michaels did not stand for reelection at the 2025 Annual Meeting, and his service with the Board ended effective June 18, 2025. |

  42. Non-Employee Director Compensation for Fiscal 2025

    | 20 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  43. Non-Employee Director Compensation for Fiscal 2025

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

  44. Non-Employee Director Compensation for Fiscal 2025

    | Executive Officers | Age | Position | | Timothy Cofer | 57 | Chief Executive Officer | | Mary Beth DeNooyer | 55 | Chief Human Resources Officer | | Anthony DiSilvestro | 67 | Chief Financial Officer | | Eric Gorli | 51 | President, U.S. Refreshment Beverages | | Roger Johnson | 47 | Chief Transformation Officer | | Rafael Oliveira | 51 | Chief Executive Officer, Coffee Operating Unit | | Anthony Shoemaker | 43 | Chief Legal Officer, General Counsel and Secretary |

  45. Non-Employee Director Compensation for Fiscal 2025

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

  46. Non-Employee Director Compensation for Fiscal 2025

    | Mary Beth DeNooyer | Chief Human Resources Officer | | Mary Beth DeNooyer joined KDP as Chief Human Resources Officer in July 2019. She leads all Human Resources responsibilities including recruitment, talent management and organizational development, compensation and benefits, employee and labor relations, and employee engagement and inclusion. With nearly 30 years of career experience in food and beverage companies, Ms. DeNooyer has extensive experience in designing and implementing HR processes and programs to support publicly traded companies. Prior to joining KDP, she served as Chief HR Officer at Pinnacle Foods for six years, as Chief Human Resources Officer for Hillshire Brands and held key HR roles at Sara Lee. She spent more than a decade with Pepsi Bottling Group, holding progressive HR leadership roles, and started her career with General Mills. She holds a master’s degree in Industrial and Labor Relations from Cornell University and a bachelor’s degree in Business Administration from Drexel University. | |

  47. Non-Employee Director Compensation for Fiscal 2025

    | Anthony DiSilvestro | Chief Financial Officer | | Anthony DiSilvestro has served as our Chief Financial Officer since November 2025 and leads the Finance and Technology organizations. Mr. DiSilvestro has more than 40 years of diversified industry experience, including a track record of strategic leadership, cost structure optimization and large-scale transactions at Campbell Soup Company and Mattel, Inc. He has more than 25 years of boardroom experience and is a leader in the areas of corporate finance, financial reporting, strategy, mergers & acquisitions, tax, treasury, audit, operations and investor relations. Most recently, Mr. DiSilvestro served as Chief Financial Officer of Mattel, Inc., a toy manufacturing and entertainment company from 2020 to 2025. During his five years as CFO, he modernized and elevated the finance organization, fortified the company’s balance sheet and credit profile, and drove strong cost discipline and productivity across the enterprise. Prior to Mattel, he had a distinguished career at Campbell Soup Company, rising through a series of financial leadership roles, including Senior Vice President, Finance; Vice President, Controller; and Vice President, Finance and Strategy for Campbell International. As Chief Financial Officer from 2014 – 2019, he led a transformation of Campbell’s cost structure and oversaw major transactions, including multiple acquisitions and divestitures. He began his career at Scott Paper Company, where he held positions of increasing responsibility in finance and administration. Mr. DiSilvestro earned an MBA in Finance from The Wharton School, University of Pennsylvania and holds a Bachelor of Arts in Economics from Dartmouth College. | |

  48. Non-Employee Director Compensation for Fiscal 2025

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 21 |

  49. Non-Employee Director Compensation for Fiscal 2025

    | Eric Gorli | President, U.S. Refreshment Beverages | | Eric Gorli has served as KDP’s President, U.S. Refreshment Beverages since January 2025. He oversees KDP’s liquid refreshment business, which includes the carbonated soft drinks, still beverages and energy drink portfolios in the U.S. Since joining KDP in 2015, Eric has been a key leader in commercialization efforts across the enterprise, developing the Company’s pricing, promotional and growth strategies. He was a member of the deal and integration team for the creation of KDP and served most recently as Chief Commercial Officer of KDP from January 2023 to January 2025, with accountability for both coffee and refreshment beverages product lines, and Senior Vice President, Revenue Growth Management & Commercial from July 2018 to January 2023. Prior to KDP, Eric spent nearly 20 years in roles within The Coca-Cola Company’s system across both bottling operations and Coca-Cola North America. His last major role was leading the Revenue Growth Management function for Coca-Cola North America. Eric is a graduate of the Georgia Institute of Technology with a degree in Industrial & Systems Engineering. | |

  50. Non-Employee Director Compensation for Fiscal 2025

    | Roger Johnson | Chief Transformation Officer | | Roger Johnson was named Chief Transformation Officer in September 2025. Previously, he was KDP’s Chief Supply Chain Officer since October 2022. He is responsible for the Company’s end-to-end supply chain, including manufacturing, procurement, logistics, warehousing, transportation and quality, environment, health and safety. Mr. Johnson joined KDP in 2016 and has held several leadership positions across the supply chain and R&D organizations, including Chief Product Officer for the Keurig brand from September 2021 to October 2022 and Senior Vice President, Global Product Organization and GM Asia from April 2020 to September 2021. In those roles, he established KDP’s global operations center in Singapore, diversified the organization’s brewer manufacturing network across Asia and designed highly successful brewer innovation strategies. With more than 20 years of experience in consumer durables, electronics, food and beverage and automotive industries, Mr. Johnson has held leadership roles in product development, engineering and supply chain for organizations including BISSELL Homecare, Whirlpool Corporation and Ford Motor Company. He holds a bachelor’s and master’s degree in engineering from Purdue University and an MBA from the University of Michigan. | |

  51. Non-Employee Director Compensation for Fiscal 2025

    | Rafael Oliveira | Chief Executive Officer, Coffee Operating Unit | | Rafael Oliveira has served as the Chief Executive Officer of the Coffee Operating Unit since April 1, 2026 and has been named by the Board to serve as the Chief Executive Officer of the future Global Coffee Co. upon separation. He has served as Executive Director and Chief Executive Officer of JDE Peet’s, now a subsidiary of the Company, since November 2024. Prior to JDE Peet’s, Rafa spent 10 years at The Kraft Heinz Company, a multinational food company, where he successfully drove growth, innovation and sustainability initiatives, developing business leaders while serving in various executive roles, including Executive Vice President and President of International Markets such as EMEA, APAC, and LATAM. Before his tenure at Kraft Heinz, Rafa spent 10 years at Goldman Sachs Group, holding several senior leadership roles, including Executive Director in the Securities Division in the United Kingdom and in the Emerging Markets Division in Hong Kong. He began his career in Brazil, working in the Equity Research divisions at Banco Icatu and Banco BBA-Creditanstalt. Rafa holds an International MBA from the University of Chicago and a bachelor’s degree in economics from Pontifícia Universidade Católica do Rio de Janeiro, Brazil. | |

  52. Non-Employee Director Compensation for Fiscal 2025

    | Anthony Shoemaker | Chief Legal Officer, General Counsel and Secretary | | Anthony Shoemaker has served as our Chief Legal Officer, General Counsel & Corporate Secretary since October 2021. His role expanded to include the Company’s Corporate Affairs organization in April 2025. Prior to this appointment, he had been with the Company as Senior Vice President and Assistant General Counsel from April 2020 to September 2021, leading the legal efforts for securities, corporate governance, finance, tax, treasury and mergers and acquisitions. Before KDP, Mr. Shoemaker served as Vice President, Assistant General Counsel and Corporate Secretary at Tenet Healthcare, a healthcare services company, where he held various positions of increasing responsibility from September 2014, including most recently as Assistant General Counsel & Corporate Secretary from May 2018 to April 2020, and was responsible for a broad range of corporate and transactional legal matters. He began his legal career as a corporate attorney at Gibson, Dunn & Crutcher LLP. Mr. Shoemaker holds a Bachelor of Business Administration in Management from Abilene Christian University and received his Juris Doctorate from The University of Chicago Law School. | |

  53. Non-Employee Director Compensation for Fiscal 2025

    | 22 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

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

    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.

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

    | | The Board unanimously recommends that KDP’s stockholders vote “FOR” the approval of the Advisory Resolution to Approve KDP’s Executive Compensation |

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

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 23 |

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

    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:

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

    | Timothy Cofer Chief Executive Officer | Anthony DiSilvestro* Chief Financial Officer |

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

    | Eric Gorli President, U.S. Refreshment Beverages | Roger Johnson Chief Transformation Officer | Anthony Shoemaker Chief Legal Officer & General Counsel |

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

    | Robert Gamgort** Former Executive Chairman | Sudhanshu Priyadarshi* Former Chief Financial Officer |

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

    | * Mr. DiSilvestro was appointed as the Chief Financial Officer of the Company, effective November 25, 2025. Mr. Priyadarshi, the Company’s former Chief Financial Officer transitioned from his role on November 25, 2025 and served as a senior advisor providing transition services until his termination of employment on April 7, 2026. |

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

    | ** 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. He retired from his role as Chairman of the Board and a director of the Company effective March 31, 2026. |

  63. Table of Contents

    | Overview | 24 | | Roles and Responsibilities with Regard to Compensation | 27 | | Peer Group, Market Data and Benchmarking | 27 |

  64. Our Compensation Philosophy & Practices

    | § Encourage, reinforce and reward long-term delivery of stockholder value |

  65. Elements of KDP’s Compensation Program

    | Element | Description | Objective | | Base Salary | Fixed cash paid regularly during the year See page 29 for more information | To attract and retain highly qualified executives by offering salaries that are competitive with market opportunities and that reflect each executive’s position, role, responsibility and experience | | Short-Term Incentive Plan | Variable performance-based cash payment earned upon achievement of annual performance goals, paid during the first quarter of the subsequent year See page 29 for more information | To motivate and reward executives for meeting challenging, objective performance goals across three categories: growth, profit and cash | | Annual Long-Term Incentive Plan Awards | Time-based restricted stock units (“RSUs”) that vest over five years, or, for grants in 2025 and beyond, four years Beginning in 2025, performance-based restricted stock units (“PSUs”) that cliff vest after three years based on achievement of performance goals See page 31 for more information | To reward performance over the longer term by encouraging focus on the long-term value of our stock while discouraging excessive risk taking that overemphasizes short-term and non-sustainable performance | | Elite Investment Program | Required purchases of significant levels of KDP common stock coupled with a one-for-one matching award of RSUs (“Matching RSUs”) that generally cliff vest in five years This program has been retired beginning in November 2025 See page 32 for more information | To directly align the interests of executives with stockholders by requiring significant personal investment in the Company over an extended period of time |

  66. Competitive Pay Tied Closely to Long-Term Performance

    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.

  67. Competitive Pay Tied Closely to Long-Term Performance

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 25 |

  68. Competitive Pay Tied Closely to Long-Term Performance

    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.

  69. Compensation Policies and Governance Practices

    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.

  70. Role of Compensation Consultant

    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.

  71. Peer Group, Market Data and Benchmarking

    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:

  72. Peer Group, Market Data and Benchmarking

    | Anheuser-Busch InBev SA/NV | Kellanova* | | Brown-Forman | The Kraft Heinz Company | | The Campbell’s Company | McCormick & Company, Incorporated | | The Coca-Cola Company | Molson Coors Beverage Company | | Constellation Brands, Inc. | Mondelēz International, Inc. | | Danone S.A. | Monster Beverage Corporation | | Diageo plc | Nestlé S.A. | | The Hershey Company | PepsiCo, Inc. | | The J.M. Smucker Company | Starbucks Corporation |

  73. Peer Group, Market Data and Benchmarking

    | * Kellanova remained in the Compensation Peer Group until its acquisition by Mars, Incorporated in December 2025. |

  74. Peer Group, Market Data and Benchmarking

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 27 |

  75. Base Salary

    | (1) Mr. Cofer’s salary was increased from $1,250,000 to $1,350,000, effective March 5, 2025, after external benchmarking, to better align with the market median and in recognition of his strong performance as Chief Executive Officer. |

  76. Short-Term Incentive Plan

    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:

  77. Short-Term Incentive Plan

    | § Growth, measured by total Net Sales |

  78. Short-Term Incentive Plan

    | § Profit, measured by Adjusted Operating Income |

  79. Short-Term Incentive Plan

    | § Cash, measured by Free Cash Flow |

  80. Short-Term Incentive Plan

    | 28 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  81. Short-Term Incentive Plan

    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.

  82. Short-Term Incentive Plan

    | Metric (in millions, except %s) | Threshold | Target | Maximum | Actual Results | Calculated Payout | Weight | | Growth – Net Sales(1)(2) | $15,553 | $16,545 | $17,373 | $16,549 | 100% | 30% | | Profit – Adjusted Operating Income(1)(3) | 4,021 | 4,278 | 4,492 | 4,135 | 75% | 50% | | Cash – Free Cash Flow(1) | 1,020 | 1,700 | 2,210 | 1,519 | 95% | 20% | | Total Payout Multiplier | | | | | 86% | 100% |

  83. Short-Term Incentive Plan

    | (1) Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP compensation performance measures relative to the reported GAAP financial measures. |

  84. Short-Term Incentive Plan

    | (2) Net Sales are adjusted on a constant currency basis. |

  85. Short-Term Incentive Plan

    | (3) In determining the 2025 achievement level for the Profit metric, Adjusted Operating Income results were further adjusted on a constant currency basis and to exclude the impact of the STIP award payment. |

  86. Short-Term Incentive Plan

    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.

  87. Short-Term Incentive Plan

    | Metric | Calculated Payout | Weight | | Growth – Net Sales | 99% | 30% | | Profit – Adjusted Operating Income | 86% | 70% | | U.S. Refreshment Beverages Component | 90% | 100% | | U.S. Refreshment Beverages Component | 90% | 40% | | Enterprise STIP Component | 86% | 60% | | Total Payout Multiplier for U.S. Refreshment Beverages STIP | 88% | 100% |

  88. Short-Term Incentive Plan

    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.

  89. Short-Term Incentive Plan

    | NEO | Target 2025 STIP Payouts ($) | Actual 2025 STIP Payout ($) | | Timothy Cofer(1) | 1,999,110 | 1,719,234 | | Anthony DiSilvestro(2) | 101,370 | 87,178 | | Eric Gorli(1) | 554,023 | 487,541 | | Roger Johnson | 560,000 | 481,600 | | Anthony Shoemaker(1) | 545,479 | 469,112 | | Robert Gamgort(2) | 312,329 | 268,603 | | Sudhanshu Priyadarshi(1) | 951,671 | 818,437 |

  90. Short-Term Incentive Plan

    | (1) Reflects proration for base salary and STIP target changes during 2025. |

  91. Short-Term Incentive Plan

    | (2) Reflects proration for the portion of 2025 during which the NEO was employed by the Company, and, in Mr. Gamgort’s case, during which he served as Executive Chairman. |

  92. Short-Term Incentive Plan

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 29 |

  93. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term stock ownership by the executive team is the cornerstone of KDP’s compensation philosophy. The Board encourages long-term ownership through (i) annual grants of RSUs and PSUs under our LTIP, (ii) an obligatory and substantial personal investment in KDP shares under our Elite Investment Program (through 2025) and (iii) a stock holding requirement. PSUs were added to our long-term incentive compensation program in February 2025 to more closely align executive compensation with Company performance. Our equity compensation programs closely align the interests of our NEOs with those of our stockholders and encourage retention of and long-term focus by our NEOs by giving them a direct ownership stake in our future growth and financial success. Annual RSU Awards The structure of KDP’s annual equity awards focuses our executives on increasing stockholder value over a sustained period. Annual RSU awards under the LTIP have generally been subject to five-year vesting periods tied to continued employment with the Company and other vesting conditions. Annual RSUs granted from 2020 through 2024 vest 60% on the third anniversary of the grant date, with 20% vesting on each of the fourth and fifth anniversaries. In February 2025, the Committee modified the vesting schedule for RSU awards granted to NEOs and other executives in or after 2025 to better align with market norms of our public peers, while still maintaining a lengthy vesting period; RSUs granted in or after 2025 vest 25% on each of the first, second, third and fourth anniversaries of the grant date. Annual PSU Awards In February 2025, the Board approved the addition of PSUs to our annual long-term incentive compensation program after a thoughtful process undertaken by the Committee with advice from FW Cook. The change was driven by a desire to remain market competitive, to attract and retain top beverage talent and to motivate behaviors aligned with enterprise performance, as well as in response to stockholder feedback requesting the addition of performance-based equity awards. In designing the PSU program, the Committee considered and reviewed market practices for incentive compensation, which were then tailored to the unique strategic goals of KDP. From 0% to 200% of an employee’s target PSUs are eligible to vest based on the Company’s achievement of two performance metrics that are aligned with the Company’s long-term strategy: Net Sales growth and Adjusted Diluted EPS growth. Each metric is measured over a three-year performance period on a constant currency basis, and performance against each metric is calculated as the average growth in such metric over each of the three fiscal years in the period. Target performance for each metric aligns with KDP’s long-term algorithm of mid-single-digit Net Sales growth and high-single-digit Adjusted Diluted EPS growth. The Committee believes that the PSU program will reward leaders for achieving long-term financial success and exceeding growth and performance expectations. We expect that the addition of PSUs to our compensation program will further incentivize leaders to drive future growth and will more closely align enterprise focus with stockholder expectations. 2025 Awards to NEOs The 2025 annual LTIP awards for Company Vice Presidents and above, including Messrs. Cofer, Gorli, Johnson, Shoemaker, Gamgor and Priyadarshi, were comprised of 25% PSUs and 75% RSUs. In lieu of participation in the Company’s annual long-term equity incentive program, Mr. DiSilvestro received a one-time long-term incentive grant of RSUs upon joining the Company in November 2025. In determining the number of RSUs and the target number of PSUs subject to an award, the Company divides the dollar amount approved by the Committee by the closing price per share of KDP common stock on the date of grant for the award. The table below reflects the target values of the annual LTIP awards to NEOs in 2025, as approved by the Committee.

  94. Long-Term Incentive Compensation

    | NEO | 2025 Annual LTIP Award ($) | | Timothy Cofer | 5,500,000 | | Anthony DiSilvestro(1) | — | | Eric Gorli | 1,200,000 | | Roger Johnson | 1,200,000 | | Anthony Shoemaker | 1,200,000 | | Robert Gamgort | 2,500,000 | | Sudhanshu Priyadarshi | 3,000,000 |

  95. Long-Term Incentive Compensation

    | (1) In November 2025, in lieu of participation in KDP’s annual long term incentive program, Mr. DiSilvestro received a one-time long-term incentive grant as described further under “Letter Agreement with Mr. DiSilvestro.” |

  96. Long-Term Incentive Compensation

    | 30 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  97. Long-Term Incentive Compensation

    Elite Investment Program In addition to annual equity awards, to reinforce significant long-term stock ownership by our NEOs, through November 2025, all Senior Vice Presidents and above (including all NEOs) at the Company were required to participate in our Elite Investment Program (“Elite”) at the time of initial hiring or promotion. This program was intended to promote a long-term investment at stake in the Company’s performance. Under Elite, each executive made a substantial personal commitment to a specific level of investment in KDP common stock (the “Commitment Amount”) (within a minimum and maximum range set by the Company) according to their job level and business scope. For each share of KDP common stock purchased (each, an “Elite Share”) up to the Commitment Amount, the executive received one Matching RSU that vests on the fifth anniversary of grant, subject to the executive’s continued employment with the Company and continued ownership of the full Commitment Amount. Each executive generally had approximately a one-year period (the “Investment Period”) to purchase Elite Shares to meet his or her Commitment Amount. To receive the benefit of the Matching RSUs, an executive participating in Elite had to acquire enough shares to meet at least the minimum Commitment Amount in the Investment Period and then continue to hold them for the remainder of the five-year vesting period. All Matching RSUs are immediately forfeited if the executive fails to meet or maintain the minimum Commitment Amount or if the executive’s service with the Company is terminated before the vesting date except in the event of death, disability, change in control or retirement at age 60 with at least five years of service, or with respect to Matching RSUs granted from 2023 through 2025, certain involuntary terminations. The Committee did not take Elite awards into account in benchmarking executive compensation for 2025. This promotes a consistent approach in evaluating total direct compensation both internally, since executives have elected different Commitment Amounts, and as against the Compensation Peer Group, because when Elite awards are considered in total direct compensation, KDP executives’ total direct compensation decreases significantly after their Elite awards vest. Effective November 2025, newly hired or promoted executives are no longer required to participate in Elite. The Committee discontinued the Elite program due to a lack of prevalence of such programs in the market, which led to inconsistencies when benchmarking compensation with peers. The Committee also considered KDP’s evolution into a widely traded public company, as well as the anticipated separation of KDP into two independent public companies, and determined that the program no longer aligned with the objectives for which it was originally implemented. Current participants must continue to meet or maintain their minimum Commitment Amounts in order for their outstanding Elite awards to continue to vest. Messrs. Cofer, Johnson and Shoemaker have satisfied their respective Commitment Amounts set forth below. During their employment, Messrs. Gamgort and Priyadarshi satisfied their Commitment Amounts of $25,000,000 and $8,000,000, respectively. The Elite program was discontinued shortly before Mr. DiSilvestro’s employment began.

  98. Long-Term Incentive Compensation

    | NEO | Elite Commitment Amount ($) | | Timothy Cofer | 12,500,000 | | Roger Johnson | 2,750,000 | | Anthony Shoemaker | 4,000,000 |

  99. Long-Term Incentive Compensation

    In May 2025, the Committee offered an additional opportunity to invest in Elite to Mr. Gorli, in recognition of his promotion to the role of President, U.S. Refreshment Beverages. Mr. Gorli elected to invest an additional $4,300,000 under Elite. Mr. Gorli has not yet satisfied this full Commitment Amount but is within the two-year Investment Period provided for under the terms of his award. At the same time, the Committee offered an additional Elite investment opportunity to Mr. Shoemaker, in recognition of his strong performance as Chief Legal Officer and General Counsel and the expansion of his role to include the Company’s Corporate Affairs organization. Mr. Shoemaker elected to invest an additional $2,000,000, for a total Elite investment of $4,000,000, which he has satisfied in full. Pro-Rata Vesting of Mr. Priyadarshi’s 2022 Elite Award In November 2025, in connection with the negotiation of his transition and separation agreement, the Committee approved the pro-rata vesting of Mr. Priyadarshi’s 2022 matching grant under Elite upon Mr. Priyadarshi’s termination on April 7, 2026. The matching grant was awarded in November of 2022, and Mr. Priyadarshi was employed for three years and four months of the five-year vesting period applicable to the award. After considering Mr. Priyadarshi’s period of service and his agreement to provide continued support for a transition period following his removal from the Chief Financial Officer and President, International role, the Committee determined that pro-rata vesting of this award was appropriate. This treatment is consistent with the Company’s present award agreement vesting terms, which were updated to include pro-rata vesting shortly after the grant of the 2022 matching grants under Elite. Under the SEC’s disclosure rules, the full value, determined as of the date this vesting was approved, of the pro-rata portion of units that vested on Mr. Priyadarshi’s termination of employment is included in the Summary Compensation Table below. This amount does not relate to or reflect any additional equity grant to Mr. Priyadarshi.

  100. Long-Term Incentive Compensation

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 31 |

  101. Equity Grant Timing

    Equity Grant Timing KDP does not currently grant stock options or stock appreciation rights. We typically grant LTIP awards on two days each year—one grant date in March and one grant date in September. Annual LTIP awards are made in March, and in September we issue “half grants” to those executives who join the Company or, in some cases, are promoted, after the March grant date but before the September grant date. We may change these equity grant practices in the future.

  102. Letter Agreement with Mr. DiSilvestro

    Letter Agreement with Mr. DiSilvestro On November 1, 2025, in connection with his appointment as Chief Financial Officer and in consultation with FW Cook, the Company entered into a letter agreement with Mr. DiSilvestro. Pursuant to this agreement, Mr. DiSilvestro receives an annual base salary of $1,000,000 and is eligible to receive an annual bonus at a target level of 100% of his base salary. The agreement provides that in lieu of participation in the Company’s annual long-term equity incentive program, Mr. DiSilvestro would receive a one-time long-term incentive grant of restricted stock units with a grant date value of $8,000,000, which vest 67% on the second anniversary of the date of grant and 33% on the third anniversary of the date of grant. This grant is for service for two years, and Mr. DiSilvestro did not receive any annual equity award for fiscal 2026. The letter agreement also provides that Mr. DiSilvestro is not eligible to participate in the Company’s Executive Severance Plan.

  103. 2026 Compensation Program Developments

    2026 Compensation Program Developments In January 2026, the Committee approved the issuance of one-time retention awards to Messrs. Gorli, Johnson and Shoemaker in connection with the JDE Peet’s acquisition and anticipated subsequent separation of KDP into two independent companies. In approving such awards, the Committee considered that the transactions would result in a significantly increased workload for these NEOs and that such retention awards were common in the market for executives involved in similar transactions. The Committee consulted FW Cook in its decision. The Committee determined that each of Messrs. Gorli, Johnson and Shoemaker would receive a one-time grant of time-based RSUs valued at approximately $3,000,000 each, or 200% of each of their then-current annual LTIP award targets, with grants occurring in March 2026. The awards vest one third each year over a three-year period. Similarly, in February 2026, the Committee approved a Transformation Incentive Award for Mr. Cofer valued at approximately $6,500,000 in time-based RSUs. In consultation with FW Cook, the Committee determined that Mr. Cofer’s target total direct compensation was below the median of KDP’s Compensation Peer Group, and that the Transformation Incentive Award would bring his compensation closer to median levels for the Compensation Peer Group. In approving the award, the Committee also considered that upon the April 1, 2026 closing of the JDE Peet’s acquisition, Mr. Cofer would be leading a larger combined company, with significant work to complete the acquisition and subsequent separation. The Committee also considered that transformation awards to CEOs were common in the market for similar transactions. The Committee believes that the share price appreciation incentive built into RSUs vesting over a long period is the most appropriate performance measurement for the awards, given the challenges with projecting financial or operational targets with precision in advance of the acquisition and separation transactions.

  104. Retirement and Pension Benefits

    Retirement and Pension Benefits NEOs are eligible to participate in the Company’s qualified 401(k) plan, which includes a company match of 100% on the first 6% of employee contributions within certain statutory limitations under the Internal Revenue Code of 1986, as amended (the “Code”). All of our NEOs except Mr. DiSilvestro participated in the 401(k) program in 2025. Our NEOs are also eligible to participate in the Company’s Supplemental Savings Plan, under which they may defer base salary and STIP award amounts in excess of Internal Revenue Code limits applicable to the 401(k) Plan. Messrs. Cofer and Priyadarshi were the only NEOs who participated in the Supplemental Savings Plan in 2025. We do not maintain or make contributions to any defined benefit plan for any of our NEOs.

  105. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment Our compensation plans provide for certain payments and incremental benefits if a NEO’s employment is terminated under certain limited circumstances. There are no tax gross-ups provided in connection with these payments or incremental benefits. These payments and benefits are discussed under “Post-Termination Compensation” beginning on page 41.

  106. Change in Control

    Change in 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 annual LTIP awards, and all other equity awards, require a “double-trigger,” which means that accelerated vesting of equity will only occur upon a 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). The equity awards vest in full upon a qualifying termination in connection with a change of control.

  107. Change in Control

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 33 |

  108. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation earned by our NEOs in fiscal years 2025, 2024 and 2023. Messrs. DiSilvestro, Gorli and Shoemaker were not NEOs in 2024 or 2023. In accordance with the SEC disclosure requirements, the compensation disclosure for Messrs. DiSilvestro, Gorli and Shoemaker is provided only for the year in which they were NEOs.

  109. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(4) | Bonus ($) | Stock Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Timothy Cofer Chief Executive Officer | 2025 | 1,331,923 | — | 5,125,514 | 1,719,234 | 40,361 | 8,217,032 | | | 2024 | 1,217,692 | — | 3,386,381 | 1,632,158 | 777,226 | 7,013,457 | | | 2023 | 176,923 | 8,000,000 | 17,463,228 | 172,027 | 104,523 | 25,916,701 | | Anthony DiSilvestro Chief Financial Officer(1) | 2025 | 92,308 | — | 7,870,627 | 87,178 | — | 8,050,113 | | Eric Gorli President, U.S. Refreshment Beverages(2) | 2025 | 693,858 | — | 4,883,608 | 487,541 | 21,000 | 6,086,007 | | Roger Johnson Chief Transformation Officer | 2025 | 700,000 | — | 1,118,349 | 481,600 | 42,450 | 2,342,399 | | | 2024 | 690,385 | — | 1,082,498 | 519,209 | 827,494 | 3,119,586 | | | 2023 | 600,000 | — | 1,106,991 | 374,400 | 697,956 | 2,779,347 | | Anthony Shoemaker Chief Legal Officer & General Counsel | 2025 | 681,250 | — | 2,869,627 | 469,112 | 20,746 | 4,040,735 | | Robert Gamgort Former Executive Chairman(3) | 2025 | 323,077 | — | 2,329,796 | 268,603 | 106,748 | 3,028,224 | | | 2024 | 1,161,539 | — | 4,239,716 | 1,312,404 | 20,700 | 6,734,359 | | | 2023 | 1,500,000 | — | 4,335,741 | 1,755,000 | 29,354 | 7,620,095 | | Sudhanshu Priyadarshi Former Chief Financial Officer | 2025 | 981,923 | — | 5,178,590 | 818,437 | 19,425 | 6,998,375 | | | 2024 | 895,192 | — | 4,856,200 | 673,204 | 18,191 | 6,442,787 | | | 2023 | 850,000 | — | 2,029,504 | 530,400 | 17,654 | 3,427,558 |

  110. Summary Compensation Table

    | (1) Mr. DiSilvestro joined the Company in the role of Chief Financial Officer on November 25, 2025. |

  111. Summary Compensation Table

    | (2) Mr. Gorli was promoted to the role of President, U.S. Refreshment Beverages on January 13, 2025. |

  112. Summary Compensation Table

    | (3) Mr. Gamgort retired from his role as non-employee Chairman of the Board, effective March 31, 2026. Mr. Gamgort previously served as the Chief Executive Officer and Executive Chairman of the Company, then became the Company’s Executive Chairman exclusively as of April 26, 2024, and transitioned to the role of non-employee Chairman of the Board on April 24, 2025. |

  113. Summary Compensation Table

    | (4) The amount reported in the Salary column for Mr. Priyadarshi for 2025 includes an amount deferred under the Supplemental Savings Plan. |

  114. Summary Compensation Table

    | (5) The amounts reported in the Stock Awards column reflect the grant date fair value of RSUs and PSUs awarded to each of the NEOs. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in Note 13 “Stock-Based Compensation,” to our Consolidated Financial Statements, which are included in our 2025 Form 10-K. In accordance with ASC 718, the amounts reported in this column are lower than the face value of the awards when approved because the RSUs and PSUs do not accrue or otherwise participate in the Company’s dividends prior to vesting. The amounts shown with respect to PSUs are based on the probable outcome of the applicable performance goals, which was determined to be 100% level achievement, excluding the effect of estimated forfeitures. The grant date fair value of the PSUs granted by the Company in 2025 assuming maximum achievement of the applicable performance goals is as follows: $2,536,155 for Mr. Cofer, $553,394 for Mr. Gorli, $553,394 for Mr. Johnson, $553,394 for Mr. Shoemaker, $1,152,792 for Mr. Gamgort and $1,383,363 for Mr. Priyadarshi. In addition, for Mr. Priyadarshi, the amount shown for 2025 includes the $2,382,841 incremental value, as of the November 21, 2025 date of modification, of his 2022 award of matching RSUs under the Elite Investment Program, a pro-rata portion of which vested upon his April 7, 2026 termination of employment. Such amount does not reflect an additional award actually granted to Mr. Priyadarshi. For further information on the stock awards granted or modified in fiscal year 2025, see “Grants of Plan-Based Awards” beginning on page 37. |

  115. Summary Compensation Table

    | (6) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each NEO under the STIP for the applicable year. |

  116. Summary Compensation Table

    | (7) The amounts reported in the All Other Compensation column reflect other compensation for each NEO, including (i) the cost of personal use of corporate aircraft, (ii) certain relocation expenses (iii) amounts contributed by the Company to tax-qualified defined contribution plans and (iv) compensation to Mr. Gamgort for his service as a non-employee director. The following table provides additional details around these amounts: |

  117. Summary Compensation Table

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 35 |

  118. Summary Compensation Table

    | Name | Corporate Aircraft ($)(a) | Relocation / Housing ($)(b) | Company Contributions ($)(c) | Board Retainer ($)(d) | | Timothy Cofer | 19,361 | — | 21,000 | — | | Anthony DiSilvestro | — | — | — | — | | Eric Gorli | — | — | 21,000 | — | | Roger Johnson | — | 21,173 | 21,277 | — | | Anthony Shoemaker | — | — | 20,746 | — | | Robert Gamgort | — | — | 19,385 | 87,363 | | Sudhanshu Priyadarshi | — | — | 19,425 | — |

  119. Summary Compensation Table

    | (a) In accordance with SEC rules, the cost of use of a corporate aircraft as set forth in this column is calculated based on the aggregate incremental cost to the Company. We calculated the aggregate incremental cost to KDP using estimated variable costs of operating the aircraft for any personal, including commuting, flight that the plane was used. Fixed costs which do not change based on usage, such as pilot salaries, depreciation and maintenance costs are excluded. No tax gross-up is provided to any executive in connection with their use of Company aircraft. |

  120. Summary Compensation Table

    | (b) Reflects expenses associated with tax preparation for Mr. Johnson due to his previous placement in Singapore. |

  121. Summary Compensation Table

    | (c) Represents our contributions to the Company’s tax-qualified defined contribution plans on behalf of the NEO. |

  122. Summary Compensation Table

    | (d) Reflects Mr. Gamgort’s pro-rated cash retainer for service as non-employee Board Chair for the period from April 24, 2025 through December 31, 2025. |

  123. Summary Compensation Table

    | 36 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  124. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding equity plan awards and non-equity incentive plan awards granted by us to our NEOs or modified in fiscal year 2025. For a discussion of the material terms of these awards, see “Compensation Discussion and Analysis” beginning on page 24.

  125. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Timothy Cofer | STIP | | — | 1,999,110 | 3,998,219 | | | | | | | | PSU | 3/5/2025(5) | | | | 20,646 | 41,292 | 82,584 | — | 1,268,077 | | | RSU | 3/5/2025(6) | | | | | | | 123,874 | 3,857,436 | | Anthony DiSilvestro | STIP | | — | 101,370 | 202,740 | | | | | | | | RSU | 12/9/2025(7) | | | | | | | 275,293 | 7,870,627 | | Eric Gorli | STIP | | — | 554,023 | 1,108,047 | | | | | | | | PSU | 3/5/2025(5) | | | | 4,505 | 9,010 | 18,020 | — | 276,697 | | | RSU | 3/5/2025(6) | | | | | | | 27,028 | 841,652 | | | RSU | 5/29/2025(8) | | | | | | | 128,551 | 3,765,259 | | Roger Johnson | STIP | | — | 560,000 | 1,120,000 | | | | | | | | PSU | 3/5/2025(5) | | | | 4,505 | 9,010 | 18,020 | — | 276,697 | | | RSU | 3/5/2025(6) | | | | | | | 27,028 | 841,652 | | Anthony Shoemaker | STIP | | — | 545,479 | 1,090,959 | | | | | | | | PSU | 3/5/2025(5) | | | | 4,505 | 9,010 | 18,020 | — | 276,697 | | | RSU | 3/5/2025(6) | | | | | | | 27,028 | 841,652 | | | RSU | 5/29/2025(8) | | | | | | | 59,791 | 1,751,278 | | Robert Gamgort | STIP | | — | 312,329 | 624,658 | | | | | | | | PSU | 3/5/2025(5) | | | | 9,385 | 18,769 | 37,538 | — | 576,396 | | | RSU | 3/5/2025(6) | | | | | | | 56,307 | 1,753,400 | | Sudhanshu Priyadarshi | STIP | | — | 951,671 | 1,903,342 | | | | | | | | PSU | 3/5/2025(5) | | | | 11,262 | 22,523 | 45,046 | — | 691,681 | | | RSU | 3/5/2025(6) | | | | | | | 67,568 | 2,104,068 | | | RSU | 11/21/2025 | | | | | | | 86,965 | 2,382,841 |

  126. Grants of Plan-Based Awards

    | (1) The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column represent the potential payouts of annual cash incentive awards granted to our NEOs under the 2025 STIP, which are earned subject to the achievement of certain performance measures. The final earned payouts of such awards are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  127. Grants of Plan-Based Awards

    | (2) Represents threshold, target and maximum opportunities for each NEO in respect of PSUs granted by the Company, which vest over a three-year period based on the achievement of pre-established performance goals, subject to forfeiture as described in greater detail in “Compensation Discussion and Analysis – 2025 Compensation Decisions – Long-Term Incentive Compensation.” Annual PSU awards vest on the third anniversary of the grant date. |

  128. Grants of Plan-Based Awards

    | (3) Represents the number of shares subject to time-vesting RSU awards made in 2025. For Mr. Priyadarshi, this also reflects the incremental value, as of the November 21, 2025 date of modification, of his 2022 award of matching RSUs under the Elite Investment Program, a pro-rata portion of which vested upon his April 7, 2026 termination of employment pursuant to the terms of his negotiated Transition, Separation and Release Agreement. |

  129. Grants of Plan-Based Awards

    | (4) The amounts reported in the Grant Date Fair Value of Stock Awards column reflect the grant date fair value of RSUs and PSUs to each of the NEOs. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in Note 13 “Stock-Based Compensation,” to our Consolidated Financial Statements, which are included in our 2025 Form 10-K. In accordance with ASC 718, the amounts reported in this column reflect that the RSUs and PSUs do not accrue or otherwise participate in dividends prior to vesting. |

  130. Grants of Plan-Based Awards

    | (5) Annual PSU awards vest on the third anniversary of the grant date subject to achievement of applicable performance criteria. |

  131. Grants of Plan-Based Awards

    | (6) Annual RSU awards that vest as follows: 25% on each of first, second, third and fourth anniversaries of the grant date. |

  132. Grants of Plan-Based Awards

    | (7) Sign-on RSU award that vests as follows: 67% on December 9, 2027 and 33% on December 9, 2028, subject to Mr. DiSilvestro’s continued service with the Company through each vesting date. |

  133. Grants of Plan-Based Awards

    | (8) Elite Matching RSU award that vests in full on May 29, 2030, subject to Mr. Gorli’s and Mr Shoemaker’s (as applicable) continued service with the Company through such date, certain stock ownership requirements and other vesting conditions. |

  134. Grants of Plan-Based Awards

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 37 |

  135. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information regarding vested and unvested RSU awards held by each NEO as of December 31, 2025. No NEOs held any outstanding stock options as of December 31, 2025.

  136. Outstanding Equity Awards

    | Name | | Stock Awards | | | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Timothy Cofer | 11/20/2023(2) | 393,330 | 11,017,173 | | | | | 11/20/2023(3) | 154,185 | 4,318,722 | | | | | 3/4/2024(4) | 120,275 | 3,368,903 | | | | | 9/12/2024(4) | 6,748 | 189,011 | | | | | 3/5/2025(5) | | | 82,584 | 2,313,178 | | | 3/5/2025(6) | 123,874 | 3,469,711 | | | | Anthony DiSilvestro | 12/9/2025(7) | 275,293 | 7,710,957 | | | | Eric Gorli | 3/3/2021(4) | 2,776 | 77,756 | | | | | 3/2/2022(4) | 4,403 | 123,328 | | | | | 9/13/2022(8) | 6,633 | 185,790 | | | | | 3/1/2023(4) | 12,431 | 348,192 | | | | | 3/4/2024(4) | 14,605 | 409,086 | | | | | 3/5/2025(5) | | | 18,020 | 504,740 | | | 3/5/2025(6) | 27,028 | 757,054 | | | | | 5/29/2025(2) | 128,551.00 | 3,600,714 | | | | Roger Johnson | 3/3/2021(4) | 2,776 | 77,756 | | | | | 3/2/2022(4) | 4,403 | 123,328 | | | | | 11/22/2022(2) | 71,746 | 2,009,605 | | | | | 3/1/2023(4) | 35,098 | 983,095 | | | | | 3/4/2024(4) | 41,238 | 1,155,076 | | | | | 3/5/2025(5) | | | 18,020 | 504,740 | | | 3/5/2025(6) | 27,028.00 | 757,054 | | | | Anthony Shoemaker | 3/3/2021(4) | 2,776 | 77,756 | | | | | 9/14/2021(2) | 59,781 | 1,674,466 | | | | | 9/14/2021(4) | 785 | 21,988 | | | | | 3/2/2022(4) | 7,252 | 203,129 | | | | | 3/1/2023(4) | 20,474 | 573,477 | | | | | 3/4/2024(4) | 24,055 | 673,781 | | | | | 3/5/2025(5) | | | 18,020 | 504,740 | | | 3/5/2025(6) | 27,028 | 757,054 | | | | | 5/29/2025(2) | 59,791 | 1,674,746 | | | | Robert Gamgort | 3/3/2021(4) | 30,699 | 859,879 | | | | | 3/2/2022(4) | 48,692 | 1,363,863 | | | | | 3/1/2023(4) | 137,468 | 3,850,479 | | | | | 3/4/2024(4) | 161,513 | 4,523,979 | | | | | 3/5/2025(5) | | | 37,538 | 1,051,439 | | | 3/5/2025(6) | 56,307 | 1,577,159 | | | | Sudhanshu Priyadarshi(9) | 11/22/2022(2) | 130,447 | 3,653,820 | | | | | 3/1/2023(4) | 64,347 | 1,802,359 | | | | | 3/4/2024(2) | 103,093 | 2,887,635 | | | | | 3/4/2024(4) | 85,911 | 2,406,367 | | | | | 3/5/2025(5) | | | 45,046 | 1,261,738 | | | 3/5/2025(6) | 67,568 | 1,892,580 | | |

  137. Outstanding Equity Awards

    | 38 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  138. Outstanding Equity Awards

    | (1) Market value is determined by multiplying the total number of units that have not vested by $28.01, which was the closing price of a share of our common stock on Nasdaq on December 31, 2025. |

  139. Outstanding Equity Awards

    | (2) Represents RSUs that vest on the fifth anniversary of the grant date. |

  140. Outstanding Equity Awards

    | (3) Represents RSUs that vest 30% on May 20, 2025, 40% on May 20, 2026 and 30% on May 20, 2027. |

  141. Outstanding Equity Awards

    | (4) Represents RSUs that vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% of the fifth anniversary of the grant date. |

  142. Outstanding Equity Awards

    | (5) Represents PSUs that vest on the third anniversary of the grant date. In accordance with SEC rules, the amounts shown reflect the next higher performance measure (threshold, target or maximum) that exceeds the previous fiscal year’s performance as of 2025 year-end. |

  143. Outstanding Equity Awards

    | (6) Represents RSUs that vest 25% on each of second, third, fourth and fifth anniversaries of the grant date. |

  144. Outstanding Equity Awards

    | (7) Represents RSUs that vest 67% on December 9, 2027 and 33% on December 9, 2028. |

  145. Outstanding Equity Awards

    | (8) Represents RSUs that vest 25% on each of second, third, fourth and fifth anniversaries of the grant date. |

  146. Outstanding Equity Awards

    | (9) Certain of Mr. Priyadarshi’s unvested equity awards vested pro-rata upon his termination of employment in April 2026 and the remainder were forfeited. |

  147. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information regarding non-qualified deferred compensation plans in which our NEOs participated in 2025. This consists of Supplemental Savings Plan (as discussed further below) participation by Messrs. Cofer and Priyadarshi, as well as certain vested but deferred RSUs held by Mr. Gamgort.

  148. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($) | | Timothy Cofer | — | 18,995 | — | 329,288(1) | | Robert Gamgort | | | $2,285,121(2) | | | Sudhanshu Priyadarshi | 147,288(3) | 11,109 | — | 249,194(4) |

  149. Non-Qualified Deferred Compensation

    | (1) Reflects balance in the Supplemental Savings Plan. Of this amount, $304,423 was previously reported as compensation to Mr. Cofer in the Summary Compensation Table. |

  150. Non-Qualified Deferred Compensation

    | (2) Reflects value, as of the settlement date, of RSUs that vested on January 15, 2024 but for which settlement was deferred until January 15, 2025 pursuant to the terms of the Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 and Mr. Gamgort’s relevant award agreement, which provides that shares related to vested RSUs will be delivered on the first anniversary of the applicable vesting date. |

  151. Non-Qualified Deferred Compensation

    | (3) Reflects executive deferrals to the Supplemental Savings Plan. Such amount is also reflected in the “Salary” compensation of the Summary Compensation Table above. |

  152. Non-Qualified Deferred Compensation

    | (4) Of this amount, $236,807 was previously reported as compensation to Mr. Priyadarshi in the Summary Compensation Table. |

  153. STIP Payment Upon Termination

    STIP Payment Upon Termination Involuntary Termination If the Company terminates an executive’s employment in connection with a reorganization, the closing of a facility, or a reduction in force or otherwise terminates the executive’s employment without Cause, the executive is eligible to receive an award payout based on his or her target bonus and the actual achievement of the performance goals for the year, prorated to the date the executive ceases to perform services for the Company and payable at the same time awards are paid to other active STIP participants. For purposes of the STIP, “Cause” is defined as termination due to unsatisfactory work performance or inability to perform the essential functions of the job, failure to comply with company policy, absenteeism, mutually agreed separation for performance or conduct issues, failed drug screen, invalid employment documentation, misconduct or malfeasance, the commission of a dishonest act or common law fraud, or for any other reason as determined by the Company or described as “for Cause” in an agreement between the STIP participant and the Company. Death In the event of an executive’s termination due to death, the executive’s estate will be eligible to receive the executive’s target bonus under the STIP, prorated to the time of death and payable within 60 days of death. Retirement or Disability In the event of an executive’s termination due to disability or retirement (defined as attaining the age of 60 and completing 5 years of service), the executive is eligible to receive an award payout based on his or her target bonus and the actual achievement of the performance goals for the year, prorated to the date of retirement or disability and payable at the same time awards are paid to other active STIP participants.

  154. Tables of Potential Payments and Assumptions

    Tables of Potential Payments and Assumptions The following tables outline the potential payments to Messrs. Cofer, DiSilvestro, Gorli, Johnson and Shoemaker upon the occurrence of various termination events, including (1) termination without Cause or, as applicable, for Good Reason or declining an offer for a position that is not a Comparable Position, (2) termination due to death, (3) termination due to disability or (4) retirement. The following tables also reflect potential payments related to change of control and subsequent qualified termination within a specified window for such NEO. Actual payments made to Messrs. Gamgort and Priyadarshi in connection with their respective departures are summarized above. The following assumptions apply with respect to the tables below and any termination of employment:

  155. Tables of Potential Payments and Assumptions

    | § the tables include estimates of amounts that would have been paid to NEOs in the event their employment were terminated on December 31, 2025. The employment of these NEOs did not actually terminate on December 31, 2025, and as a result, the NEOs did not receive any of the amounts shown in the tables below. The actual amounts to be paid to a NEO in connection with a termination event can only be determined at the time of such termination event; |

  156. Tables of Potential Payments and Assumptions

    | § the tables assume that the price of a share of our common stock is $28.01 per share, the closing market price per share on Nasdaq on December 31, 2025; |

  157. Tables of Potential Payments and Assumptions

    | § the tables assume target performance levels for PSUs; and |

  158. Tables of Potential Payments and Assumptions

    | § each NEO is entitled to receive amounts earned during the term of his employment regardless of the manner of termination. These amounts include accrued base salary, accrued vacation time, any vested but deferred RSUs and other employee benefits to which the NEO was entitled on the date of termination, and are not shown in the tables below. |

  159. Tables of Potential Payments and Assumptions

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 43 |

  160. CEO Pay Ratio

    CEO Pay Ratio CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, we are providing disclosure regarding the ratio of the annual total compensation of our CEO, Mr. Cofer, to that of our median employee. For 2025, we determined that there had been no change in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure, and thus we used the same median employee that was identified in 2024 by using total taxable wages (Form W-2 Box 1 or equivalent), our consistently applied compensation measure, for all individuals who were employed by us on December 31, 2024, excluding our CEO. As permitted by the rules of the SEC, we excluded 292 of our employees located outside the United States, who represented less than 5% of our total employee population of 29,510 as of December 31, 2024, as follows: Brazil (3), China (90), Hong Kong (5), Ireland (119), Singapore (52) and Switzerland (23). All employees in North America were included in our pay ratio calculation. We selected total taxable wages as our consistently applied compensation measure because this metric is applicable to and comparable across our entire employee population. To identify the compensation of our median employee, we determined the total compensation paid for each of our employees without applying any cost-of-living adjustments. For an employee paid in a currency other than U.S. dollars, we converted annual compensation into U.S. dollars using December 31, 2024 exchange rates. For 2025, we calculated the median employee’s compensation using the same methodology used to calculate the total annual compensation of our CEO. Based on this data and process, we determined that our median employee was a full-time, hourly employee with annual total compensation in 2025 of $64,534. With respect to the annual total compensation of our CEO, we used the amount reported for Mr. Cofer in the “Total” column of our 2025 Summary Compensation Table, $8,217,032. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation in 2025 was 127 to 1. The pay ratio as described above involves a degree of imprecision due to the use of estimates and assumptions but is a reasonable estimate that we calculated in a manner consistent with Item 402(u) of Regulation S-K.

  161. CEO Pay Ratio

    | 46 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  162. CEO Pay Ratio

    P AY V ERSUS P ERFORMANCE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive “compensation actually paid” and certain financial performance of the Company. The Compensation Committee does not utilize compensation actually paid as the basis for making compensation decisions. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”

  163. CEO Pay Ratio

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (Timothy Cofer) (1) | Compensation Actually Paid to PEO (Timothy Cofer) (2) | Summary Compensation Table Total for PEO (Robert Gamgort) (1) | Compensation Actually Paid to PEO (Robert Gamgort) (2) | Summary Compensation Table Total for PEO (Ozan Dokmecioglu) (1) | Compensation Actually Paid to PEO (Ozan Dokmecioglu) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (7) | Adjusted Operating Income (8) | | 2025 | $8,217,032 | $5,670,304 | $— | $— | $— | $— | $5,090,975 | $4,213,542 | $99 | $105 | $2,079 | $4,156 | | 2024 | $7,013,457 | 7,045,416 | 6,734,359 | (1,617,826) | — | — | 3,452,285 | 3,533,579 | 110 | 102 | 1,441 | 3,974 | | 2023 | — | — | 7,620,095 | 8,755,242 | — | — | 9,487,917 | 9,599,096 | 111 | 111 | 2,181 | 3,657 | | 2022 | — | — | 12,486,492 | 12,970,246 | 16,663,492 | (22,473,209) | 5,088,351 | 2,821,000 | 116 | 115 | 1,436 | 3,538 | | 2021 | — | — | 7,772,521 | 17,501,205 | — | — | 6,759,279 | 7,522,595 | 117 | 116 | 2,146 | 3,421 |

  164. CEO Pay Ratio

    | (1) The dollar amounts reported in the Summary Compensation Table Total for PEO (Principal Executive Officer) columns are the amounts reported for Timothy Cofer (the Company’s Chief Executive Officer for a portion of 2024 and 2025), Robert Gamgort (the Company’s Chief Executive Officer for 2021, portions of 2022, 2023 and a portion of 2024) and Ozan Dokmecioglu (the Company’s Chief Executive Officer for a portion of 2022) for each of the corresponding years in the Total column in our Summary Compensation Table. See “Executive Compensation Tables – Summary Compensation Table”. |

  165. CEO Pay Ratio

    | (2) The dollar amounts reported in the Compensation Actually Paid to PEO columns represent the amount of “compensation actually paid” to Messrs. Cofer, Gamgort and Dokmecioglu, as applicable, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by such PEOs. In accordance with these rules, these amounts reflect the Total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2025. Refer to our Proxy Statement for the 2025, 2024 and 2023 Annual Meetings for information on the calculations applicable for prior years. Equity values are calculated consistent with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  166. CEO Pay Ratio

    | Compensation Actually Paid to Timothy Cofer | 2025 | | Summary Compensation Table Total | $8,217,032 | | Less, value of Stock Awards reported in Summary Compensation Table | (5,125,514) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,636,506 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), year-over-year change in fair value from prior year end of outstanding and unvested equity awards granted in prior years | (2,196,211) | | Plus (less), change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in the year | 138,491 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to Timothy Cofer | $5,670,304 |

  167. CEO Pay Ratio

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 47 |

  168. CEO Pay Ratio

    | (3) The dollar amounts reported in the Average Summary Compensation Table Total for Non-PEO NEOs column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Cofer for 2025 and 2024, Mr. Gamgort for 2021 through 2024 and Mr. Dokmecioglu for 2022) in the Total column of the Summary Compensation Table in each applicable year. The NEOs included for these purposes in each applicable year are as follows: (i) for 2025, Anthony DiSilvestro, Eric Gorli, Roger Johnson, Anthony Shoemaker, Robert Gamgort and Sudhanshu Priyadarshi, (ii) for 2024, Sudhanshu Priyadarshi, Andrew Archambault, Roger Johnson and Justin Whitmore, (iii) for 2023, Sudhanshu Priyadarshi, Timothy Cofer, Karin Rotem-Wildeman and Andrew Archambault; (iv) for 2022, Sudhanshu Priyadarshi, Mauricio Leyva, Andrew Archambault, Roger Johnson, George Lagoudakis and Tony Milikin; and (v) for 2021, Ozan Dokmecioglu, Mauricio Leyva, Tony Milikin, Fernando Cortes and Justin Whitmore. |

  169. CEO Pay Ratio

    | (4) The dollar amounts reported in the Average Compensation Actually Paid to Non-PEO NEOs column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Cofer for 2025 and 2024, Mr. Gamgort for 2021 through 2024 and Mr. Dokmecioglu for 2022), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect Total Compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2025. Refer to our Proxy Statement for the 2025, 2024 and 2023 Annual Meetings for information on the calculations applicable for prior years. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  170. CEO Pay Ratio

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | $5,090,975 | | Less, average value of Stock Awards reported in Summary Compensation Table | (4,041,766) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 3,235,514 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), average year-over-year change in fair value from prior year end of outstanding and unvested equity awards granted in prior years | (509,698) | | Plus (less), average change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in the year | 41,377 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Plus, average excess fair value of modified awards as of the date of modification | 397,140 | | Average Compensation Actually Paid to Non-PEO NEOs | $4,213,542 |

  171. CEO Pay Ratio

    | (5) Total Shareholder Return (TSR) assumes an initial $100 investment in KDP stock beginning on December 31, 2020. TSR is cumulative, with the value determined at the end of each applicable fiscal year shown, calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. |

  172. CEO Pay Ratio

    | (6) Peer Group Total Shareholder Return represents the weighted peer group TSR, which is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. For 2025, the RemCo selected a new Compensation Peer Group to better assess the Company’s compensation practices. FW Cook, the Company’s compensation consultant, advised, and the Committee made its determination based on multiple screening criteria, including company size, business relevance, robustness of compensation disclosure and scope of operations.The peer group used prior to 2025 (the “Prior Compensation Peer Group”) included: Anheuser-Busch InBev SA/NV, Campbell Soup Company, Chocoladefabriken Lindt & Sprungli AG, The Coca-Cola Company, Danone, Diageo plc, The Hershey Company, The Kraft Heinz Company, McCormick & Company, Incorporated, Mondelēz International, Inc., Nestle S.A., PepsiCo, Inc., The Procter & Gamble Company, Reckitt Benckiser Group plc and Unilever PLC. The current Compensation Peer Group is discussed in “Compensation Discussion and Analysis” above and includes six new peers (Brown-Forman Corporation, Constellation Brands, Inc., The J.M. Smucker Company, Molson Coors Beverage Company, Monster Beverage Corporation and Starbucks Corporation) and removes four peers (Chocoladefabriken Lindt & Spruengli AG, The Procter & Gamble Company, Reckitt Benckiser Group plc and Unilever PLC) relative to the Prior Compensation Peer Group. Kellanova remained in the Compensation Peer Group in 2025 but was acquired by Mars, Incorporated in December 2025 and is no longer publicly traded; therefore it has been removed from the current Compensation Peer Group. The table below shows Peer Group Total Shareholder Return for the Prior Compensation Peer Group. |

  173. CEO Pay Ratio

    | 48 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  174. CEO Pay Ratio

    | (7) The dollar amounts reported represent the amount of net income, in millions, reflected in the Company’s audited financial statements for the applicable year. |

  175. CEO Pay Ratio

    | Year | Value of Initial Fixed $100 Investment Based On Prior Compensation Peer Group Total Shareholder Return | | 2025 | $111 | | 2024 | 110 | | 2023 | 111 | | 2022 | 115 | | 2021 | 115 |

  176. CEO Pay Ratio

    | (8) The dollar amounts reported represent the amount of Adjusted operating income, in millions. Please refer to Appendix A to this Proxy Statement for a description and reconciliation of this non-GAAP compensation performance measure relative to the reported GAAP financial measure. |

  177. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table As described in more detail in “Compensation Discussion and Analysis,” a significant portion of our executive compensation is tied to Company performance in the form of annual cash incentives through our STIP, equity awards through our LTIP and participation in our Elite Incentive Program. The Pay Versus Performance Table does not reflect all of the performance measures that we use to align executive compensation with Company performance through these programs. We generally seek to incentivize long-term performance, and therefore we do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs depicting the relationships between information presented in the Pay Versus Performance Table. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  178. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 49 |

  179. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted Operating Income

  180. Best Governance Practices

    | § Limit on Non-Employee Director Compensation: The 2026 Omnibus Incentive Plan limits the annual cash and equity-based compensation that may be paid or granted, whether under the 2026 Omnibus Incentive Plan or otherwise, to non-employee directors to $800,000 (or $1,600,000 in the non-employee director’s first year of service or when such non-employee director is serving as chairman or lead independent director). |

  181. General Summary of Terms of the 2026 Omnibus Incentive Plan

    General Summary of Terms of the 2026 Omnibus Incentive Plan The following is a summary of the material terms of the 2026 Omnibus Incentive Plan and is qualified in its entirety by reference to the full text of the 2026 Omnibus Incentive Plan, which is attached to this Proxy Statement as Appendix B. Eligibility. Any officers, employees, non-employee directors or consultants who perform services for us or our subsidiaries who are selected by our Compensation Committee or its authorized delegate may participate in the 2026 Omnibus Incentive Plan. As of April 8, 2026, the Company had approximately 50,000 employees, eight non-employee directors and 5,000 consultants who are eligible to be selected to participate in the 2026 Omnibus Incentive Plan. The Compensation Committee’s selection of eligible participants in the 2026 Omnibus Incentive Plan is generally based upon the Compensation Committee’s evaluation of, among other considerations, retention, reward and incentive needs to stimulate the active interest of such persons in the development and financial success of the Company and its subsidiaries. Common Stock Available for Awards. The aggregate number of shares of common stock available for issuance pursuant to awards granted under the 2026 Omnibus Incentive Plan (each, an “Award”) is equal to the sum of (i) 44,000,000 (all of which may be granted as Incentive Options), plus (ii) the number of shares that are subject to or underlie awards which expire or for any reason are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered in shares under the Prior Plan following June 16, 2026 (the “Effective Date”), except for the shares surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of such an award, less (iii) any shares subject to awards granted under the Prior Plan from April 8, 2026 through the date of the Annual Meeting.

  182. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 57 |

  183. General Summary of Terms of the 2026 Omnibus Incentive Plan

    If an Award under the 2026 Omnibus Incentive Plan expires, is cancelled, terminated, forfeited, fails to vest, or for any other reason is not paid or settled in shares, the shares of our common stock subject to such Award will remain available for issuance under the 2026 Omnibus Incentive Plan, except for any shares surrendered or withheld as payment of either the exercise price of an Award and/or withholding taxes in respect of an Award. Shares of our common stock underlying Awards granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees or other service providers of the Company as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company will not, unless required by law or regulation, count against the reserve of shares available for issuance. Administration. The 2026 Omnibus Incentive Plan will be administered by the Compensation Committee (or such other committee of the Board as may be designated by the Board), which will have full and final authority to select persons to receive Awards and establish the terms of such Awards, unless such authority is specifically reserved by our Board in the 2026 Omnibus Incentive Plan. Subject to certain limitations in the 2026 Omnibus Incentive Plan, the Compensation Committee shall have the power to:

  184. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § select the officers, employees, non-employee directors and consultants to be granted Awards under the 2026 Omnibus Incentive Plan; |

  185. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § determine the terms of Awards to be made to each participant; |

  186. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § determine the time when Awards are to be granted and any conditions that must be satisfied before an Award is granted; |

  187. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § establish objectives and conditions for earning Awards; |

  188. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § determine the terms and conditions of Award agreements (which will not be inconsistent with the 2026 Omnibus Incentive Plan) and who must sign each Award agreement; |

  189. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § determine whether the conditions for earning an Award have been met and whether a performance Award will be paid at the end of an applicable performance period; |

  190. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § modify the terms of Awards; |

  191. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § determine if, when and under what conditions payment of all or any part of an Award may be deferred; |

  192. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § determine whether the amount or payment of an Award should be reduced or eliminated; and |

  193. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § determine the guidelines and/or procedures for the payment or exercise of Awards. |

  194. General Summary of Terms of the 2026 Omnibus Incentive Plan

    The Compensation Committee may also delegate its authority under the 2026 Omnibus Incentive Plan to the chairman of the Board, the chief executive officer, the chief human resources officer, or other officers of the Company, its duties under the 2026 Omnibus Incentive Plan pursuant to such conditions or limitations as the Compensation Committee may establish. Prohibition on Repricing of Awards. The terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or Stock Appreciation Rights, outstanding Options or Stock Appreciation Rights may not be cancelled, exchanged, substituted, bought out or surrendered in exchange for cash, other awards or Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights, nor may any other action be taken with respect to Options or Stock Appreciation Rights that would be treated as a repricing under generally accepted accounting principles or the rules of any securities exchange or automated quotation system on which the common stock is listed, quoted or traded, unless (i) approved by the stockholders or (ii) in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares). Effective Date; Plan Termination. The 2026 Omnibus Incentive Plan will become effective as of June 16, 2026. No Award may be granted under the 2026 Omnibus Incentive Plan more than 10 years after the date it becomes effective; provided, however that Incentive Options may not be granted under the 2026 Omnibus Incentive Plan following April 17, 2036. Clawback/Recoupment. All Awards under the 2026 Omnibus Incentive Plan, and any shares issued or other payments made in respect thereof, will be subject to the Company’s share ownership policies and any recoupment policy that the Company may adopt from time to time, including, but not limited to, the Company’s Ownership Guidelines for Senior Vice Presidents & Vice Presidents, the Company’s Rule 10D-1 Clawback Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the Exchange Act, and the Company’s Senior Leadership Clawback Policy, as well as any recoupment provisions required under applicable law. To the extent that the terms of the 2026 Omnibus Incentive Plan and any Company policy conflict, the terms of the policy shall prevail.

  195. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | 58 | 2026 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  196. General Summary of Terms of the 2026 Omnibus Incentive Plan

    Awards. Each Award will be embodied in an Award agreement, which shall contain such terms, conditions and limitations as determined by the Compensation Committee in its sole discretion, including time- and/or performance-based vesting conditions. Under the 2026 Omnibus Incentive Plan, the following Awards may be granted:

  197. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § Option. An Option is a right to purchase a specified number of shares of common stock at a specified price. An Option awarded pursuant to the 2026 Omnibus Incentive Plan may be either an Incentive Option, which is an Option that is intended to comply with the requirements set forth in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or a Nonqualified Option, which is not intended to comply with such requirements. To the extent the aggregate fair market value (determined on the date of grant) of the shares of common stock for which Incentive Options are exercisable for the first time by any participant during any calendar year exceeds $100,000, such excess Incentive Options shall be treated as Nonqualified Options. Incentive Options may not be awarded to consultants or non-employee directors. The price at which shares of common stock may be purchased upon the exercise of an Option shall be not less than the fair market value of the common stock on the date of grant (or 110% of the fair market value for an Incentive Option granted to an employee owning more than 10% of our voting power). The term of an Option shall not exceed ten years from the date of grant (or five years for an Incentive Option granted to an employee owning more than 10% of our voting power). |

  198. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § Stock Appreciation Right. A Stock Appreciation Right is a right to receive a payment, in cash or common stock, equal to the excess of the fair market value or other specified valuation of a specified number of shares of common stock on the date the right is exercised over a specified strike price, in each case, as determined by the Compensation Committee. The strike price for a Stock Appreciation Right awarded pursuant to the 2026 Omnibus Incentive Plan will not be less than the fair market value of the common stock on the date on which the Stock Appreciation Right is granted. The term of a Stock Appreciation Right shall not exceed ten years from the date of grant. |

  199. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § Stock Award. A Stock Award is an Award in the form of shares of common stock or units denominated in shares of common stock, including an award of Restricted Stock or Restricted Stock Units. Restricted Stock is any common stock subject to forfeiture provision. A Restricted Stock Unit is a unit evidencing the right to receive one share of common stock or equivalent value (as determined by the Compensation Committee) that is restricted or subject to forfeiture provisions. |

  200. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § Performance Award. A Performance Award is an Award under the 2026 Omnibus Incentive Plan that is subject to the attainment of one or more performance goals. The terms, conditions and limitations applicable to any Performance Awards granted pursuant to the 2026 Omnibus Incentive Plan will be determined by the Compensation Committee, subject to the limitations specified below. The Compensation Committee will set performance goals in its sole discretion which, depending on the extent to which they are met, will determine the value and/or amount of Performance Awards that will be paid out to the participant and/or the portion of an Award that may be exercised. |

  201. General Summary of Terms of the 2026 Omnibus Incentive Plan

    Such performance goal(s) may be based on one or more business criteria that apply to an executive officer, one or more business units, divisions or sectors of the Company, or the Company as a whole, and if so desired by the Compensation Committee, by comparison with a peer group of companies or index. A performance goal may include one or more of the following and need not be the same for each participant:

  202. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § revenue and income measures (such as net sales, gross margin, income from operations, net income, and earnings per share); |

  203. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § expense measures (such as costs of goods sold, selling, general and administrative expenses and overhead costs); |

  204. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § operating measures (such as volume, margin, breakage and shrinkage, productivity and market share); |

  205. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § cash flow measures (such as net cash flow from operating activities and working capital); |

  206. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § liquidity measures (such as earnings before or after the effect of certain items such as interest, taxes, depreciation and amortization, and free cash flow); |

  207. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § leverage measures (such as debt-to-equity ratio and net debt); |

  208. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § market measures (such as market share, stock price, total stockholder return and market capitalization measures); |

  209. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § return measures (such as return on equity, return on assets and return on invested capital); |

  210. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § corporate value measures (such as compliance, safety, environmental and personnel matters); |

  211. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § other measures such as those relating to acquisitions, dispositions or customer satisfaction; and |

  212. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | § any such other goals as may be identified by the Compensation Committee. |

  213. General Summary of Terms of the 2026 Omnibus Incentive Plan

    The Compensation Committee shall adjust the performance goals (either up or down) and the level of the Performance Award that a participant may earn under the 2026 Omnibus Incentive Plan, if it determines that the occurrence of external changes or other unanticipated business conditions have materially affected the fairness of the goals and have unduly influenced our ability to meet them, including without limitation, events such as material acquisitions, divestitures, changes in the capital structure of the Company, and accounting and tax law changes. In addition, performance goals and Performance Awards shall be calculated without regard to any changes in accounting standards that may be required by the Financial Accounting Standards

  214. General Summary of Terms of the 2026 Omnibus Incentive Plan

    | Keurig Dr Pepper Inc. | 2026 PROXY STATEMENT | 59 |

  215. General Summary of Terms of the 2026 Omnibus Incentive Plan

    Board after such performance goals are established. Further, the Compensation Committee shall have the authority to adjust the determinations of the degree of attainment of performance goals and any participant’s Performance Award opportunity, upward or downward in its sole discretion. Minimum Vesting Requirements. All Awards granted under the 2026 Omnibus Incentive Plan shall vest no earlier than the first anniversary of the date of grant of such Award, with the exception of: (i) Awards granted to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting, (ii) Awards for which vesting is accelerated in connection with the participant’s death, disability, retirement, or a change in control; and (iii) other Awards covering up to a maximum of 5% of the maximum number of shares of common stock initially reserved for issuance under the 2026 Omnibus Incentive Plan. Limit on Non-Employee Director Compensation. The total compensation paid to any one non-employee director during any calendar year shall not exceed $800,000, including the aggregate grant date fair market value of equity-based Awards granted under the 2026 Omnibus Incentive Plan and any cash compensation paid or payable to such non-employee director; provided that the foregoing limit shall be $1,600,000 in a non-employee director’s first year of service or when such non-employee director is serving as chairman or lead independent director. Assignability. Unless otherwise determined by the Compensation Committee and specified in the applicable Award agreement, no Award or any other benefit under the 2026 Omnibus Incentive Plan shall be assignable or otherwise transferable. Any attempted assignment of such an Award or other benefit in violation of the 2026 Omnibus Incentive Plan shall be null and void. Dividends and Dividend Equivalents. Rights to dividends or dividend equivalents may be extended to and made part of any Award consisting of shares of common stock or units denominated in shares of Common Stock, subject to such terms, conditions and restrictions as the Compensation Committee may establish. A dividend equivalent is an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to shareholders of record on a like number of shares of common stock, which may be granted with respect to shares of Restricted Stock or Restricted Stock Units. No dividends or dividend equivalents shall be paid on Options or Stock Appreciation Rights. Although such may accrue and accumulate over the vesting period applicable to the Award, no dividends or dividend equivalents shall be paid on Stock Awards or Performance Awards unless and until such Awards are fully vested. Taxes. The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of common stock under the 2026 Omnibus Incentive Plan, an appropriate amount of cash or number of shares of common stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Compensation Committee may also permit withholding to be satisfied by the transfer to the Company of shares of common stock owned by the holder of the Award with respect to which withholding is required, a net settlement procedure or an approved broker or dealer assisted sell-to-cover transaction. If shares of common stock are used to satisfy tax withholding, such shares will be valued based on the fair market value when the tax withholding is required to be made. Amendment, Modification, Suspension or Termination. The Board or the Compensation Committee may amend, modify, suspend or terminate the 2026 Omnibus Incentive Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (i) no amendment or alteration that would materially adversely affect the rights of any participant under any Award previously granted to such participant shall be made without the consent of such participant and (ii) no amendment or alteration shall be effective prior to its approval by the stockholders of the Company to the extent stockholder approval is otherwise required by applicable legal requirements. Adjustments. The existence of outstanding Awards shall not effect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the common stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated in the 2026 Omnibus Incentive Plan. In the event of any subdivision or consolidation of outstanding shares of common stock, declaration of a dividend payable in shares of common stock or other stock split, then (i) the number of shares of common stock reserved under the 2026 Omnibus Incentive Plan, (ii) the number of shares of common stock covered by outstanding Awards in the form of common stock or units denominated in common stock, (iii) the exercise or other price in respect of such Awards, and (iv) the appropriate fair market value and other price determinations for such Awards shall each be proportionately adjusted by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the common stock or any distribution to holders of common stock or securities or property (other than normal cash dividends or dividends payable in common stock), the Board shall make appropriate adjustments to (x) the number of shares of common stock covered by Awards in

  216. General Summary of Terms of the 2026 Omnibus Incentive Plan

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  217. General Summary of Terms of the 2026 Omnibus Incentive Plan

    the form of common stock or units denominated in common stock, (y) the exercise or other price in respect of such Awards, and (z) the appropriate fair market value and other price determinations for such Awards, to give effect to such transaction shall each be proportionately adjusted by the Board to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without exceeding, the value of such Awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, whether or not such constitutes a change in control, the Board may make such adjustments to Awards or other provisions for the disposition of Awards as it deems equitable, and shall be authorized, in its sole discretion, (i) to provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Board determines) for an Award or the assumption of the Award, regardless of whether in a transaction to which Section 424(a) of the Code applies, (ii) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction or (iii) to cancel any such Awards and to deliver to the participants cash in an amount that the Board shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or Stock Appreciation Rights shall be the excess of the fair market value of common stock on such date over the exercise price of an Award (for the avoidance of doubt, if the fair market value is equal to or less than the exercise price, the Option or Stock Appreciation Right may be canceled for no consideration).