Keurig Dr Pepper Inc. 8-K

What Happened
Keurig Dr Pepper (KDP) announced on February 23, 2026 that it entered a Transaction Agreement to form a pod manufacturing joint venture (Pod Manufacturing JV) and that certain investors have committed a $4.0 billion capital contribution for a 49% interest. The transaction will merge KGM Manufacturing LLC (KGMM) into the Pod Manufacturing JV, include a contribution of Keurig Canada ULC equity, and leave KDP and affiliates with the remaining 51% ownership. The Company also amended its Preferred Investment Agreement to increase the Series A Convertible Perpetual Preferred Stock to 4,500,000 shares at $1,000 each (aggregate $4.5 billion), an upsizing of $1.5 billion from the prior agreement.

Key Details

• Transaction date/filed: February 23, 2026. Closing expected to occur substantially concurrently with KDP’s announced acquisition of JDE Peet’s N.V.
• JV investor group: an investment vehicle managed by funds/accounts of Apollo Global Management, KKR and Goldman Sachs Asset Management — $4.0 billion for a 49% limited partnership interest.
• Structure/actions: KGMM will merge into the Pod Manufacturing JV; Keurig Lux Partner will contribute Keurig Canada ULC; Pod Manufacturing JV will control manufacturing assets for K-Cup and other single‑serve products in U.S. & Canada.
• Preferred stock upsized: 4,500,000 shares of Series A Convertible Perpetual Preferred Stock at $1,000/share = $4.5 billion total (increase of 1,500,000 shares / $1.5B).
• Governance & economics: A&R Limited Partnership Agreement provides quarterly distributions of available cash, certain unanimous approval rights for the JV investor, a Keurig call right (years 8–15), and a conversion right for the JV investor (after year 15, before year 30) to convert its interest into KDP common stock.
• Ancillary commercial agreements: Keurig Green Mountain (KGM) will operate/maintain JV assets, has (largely) exclusive purchase rights for products produced by the JV in the U.S./Canada with pricing tied to manufacturing cost plus margin, and KDP provides a parent guaranty.
• Timing/termination: Closing is subject to customary conditions and may be terminated by either side if not closed by March 3, 2027, among other termination rights.

Why It Matters
This transaction brings a large external equity infusion ($4.0B) into KDP’s pod manufacturing business while keeping KDP as the majority owner (51%). The JV proceeds are expected to help fund part of KDP’s planned acquisition of JDE Peet’s N.V., and the upsized $4.5B convertible preferred sale is an additional financing event that increases committed capital. For investors, the deal changes how KDP will hold and monetize its manufacturing assets, introduces long‑term partner governance and cash‑distribution mechanics, and creates potential future share dilution if the JV investor converts into common stock under the stated conversion window.