Free Writing Prospectus filed pursuant to Rule 433
Registration Statement No. 333-266989
Supplementing the Prospectus Supplement dated August 19, 2022
(To Prospectus dated August 19, 2022)
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Keurig Dr Pepper Announces Secondary Offering of Common Stock by JAB
KDP Board Composition to Evolve upon Completion of the Offering
BURLINGTON, Mass., and FRISCO, Texas, Feb. 26, 2025 – Keurig Dr Pepper (NASDAQ: KDP) (the “Company” or “KDP”) announced today that a subsidiary of JAB Holding Company s.a.r.l. (“JAB”) will sell an aggregate of 73,000,000 shares of KDP common stock through a proposed registered public offering. JAB has also granted the underwriter a 30-day option to purchase up to an additional 10,950,000 shares.
Following the completion of the offering, JAB will beneficially own approximately 10.7% of KDP’s outstanding common stock. The remaining shares beneficially owned by JAB will be subject to a 90-day lock-up agreement with the underwriter.
In connection with the offering and in light of JAB’s reduced ownership stake, Joachim Creus, Frank Engelen and Olivier Goudet, the three members of KDP’s Board of Directors who are affiliated with JAB, notified KDP that they will resign from the Board, effective as of the completion of the offering.
Joachim Creus, CEO of JAB, commented, “We thank the KDP team for all their work and for delivering impressive results for our shareholders over the past decade. This investment has been one of the largest and most successful in JAB’s recent history. We take immense pride in having supported the creation and growth of KDP into the leading beverage company it is today and have full confidence in the leadership and Board of KDP to continue its success.”
Bob Gamgort, Executive Chairman of KDP, stated, “We have valued our partnership with JAB since their leadership role in the take-private transaction of Keurig Green Mountain in 2015. Ten years later, we are all the more confident in KDP’s strong foundation and compelling future outlook as an advantaged beverage company. The transaction announced today marks an important milestone in KDP’s transformation from private, to closely held, to a widely held public company, with inclusion in the S&P 500 and Nasdaq 100. We thank JAB for their vision and guidance throughout our journey and look forward to continued Board evolution and refreshment reflecting our progress as a public company.”