01—Abstract
Summary
Summary of the 8-K/A filed June 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Keurig Dr Pepper Inc. (Nasdaq: KDP) filed this Amendment No. 1 to its Initial Form 8-K (filed April 1, 2026) to add the historical audited financial statements of JDE Peet's N.V. for the years ended December 31, 2025 and 2024 (Exhibit 99.1) and unaudited pro forma condensed combined financial information (Exhibit 99.2) for the acquisition.
KDP, through subsidiary Kodiak BidCo B.V., completed its offer for JDE Peet's at €31.85 per share in cash, with a settlement date of April 1, 2026. The pro forma information states that KDP acquired 97.75%a of JDE Peet's shares, and that the total aggregate consideration for the shares tendered by March 27, 2026 was approximately €14.86 billion, with 96.22% of shares accepted on that date. The pro forma statements show JDE Peet's 2025 standalone results in EUR as reported: revenue of EUR 9,921 million, operating profit of EUR 757 million and profit for the period of EUR 803 million, with total assets of EUR 24,131 million.
The pro forma combined figures (translated to U.S. dollars and converted to U.S. GAAP) show year-ended December 31, 2025 pro forma combined net sales of $27,716 millionb, income from operations of $3,880 million, interest expense, net of $1,311 million and pro forma net income attributable to KDP of $1,956 million, versus KDP's historical $2,079 million. The filing describes these figures as preliminary and not necessarily indicative of future results, and notes preliminary goodwill of $9,750 million and preliminary intangible assets of $14,760 million. Financing for the transaction, as described in the filing, included €3.0 billion of euro notes and $2.55 billion of USD notes issued March 26, 2026, a $4.5 billion Series A Convertible Perpetual Preferred Stock investment completed March 30, 2026, and a $4 billion sale of a 49% limited partnership interest in Keurig JV, LP, the pod manufacturing joint venture, both completed March 30, 2026.
02—Key points
Key Highlights
- Acquisition completed: KDP acquired 97.75% of JDE Peet's N.V. shares at €31.85 per share in cash, with the settlement date April 1, 2026 and an additional 1.61% acquired on April 15, 2026.
- Total aggregate consideration for shares accepted on April 1, 2026 was approximately €14.86 billion, and the transaction is presented under the acquisition method with KDP as accounting acquirer.
- Pro forma 2025 combined net sales of $27,716 million versus KDP historical net sales of $16,603 million, and pro forma 2025 net income attributable to KDP of $1,956 million versus $2,079 million historical.
- Preliminary purchase price allocation includes goodwill of $9,750 million and intangible assets of $14,760 million, and the filing states these amounts are subject to change.
- Debt financing: €3.0 billion of euro notes and $2.55 billion of USD notes issued March 26, 2026, plus a delayed draw term loan under which €3.15 billion was borrowed on March 30, 2026.
- Equity and JV financing: $4.5 billion Series A Convertible Perpetual Preferred Stock issued March 30, 2026, and a 49% limited partnership interest in Keurig JV, LP sold for $4 billion.
- JDE Peet's standalone 2025 results in EUR: revenue of EUR 9,921 million (2024: EUR 8,837 million) and profit for the period of EUR 803 million (2024: EUR 543 million).
03—Questions
Frequently Asked Questions
What does this 8-K/A amendment add to the Initial Form 8-K?
The amendment adds the historical audited financial statements of JDE Peet's N.V. for the years ended December 31, 2025 and 2024 (Exhibit 99.1), the unaudited pro forma condensed combined financial information (Exhibit 99.2), and a Deloitte Accountants B.V. consent (Exhibit 23.1). All other information in the Initial Form 8-K is unchanged.
How much did KDP pay and what share of JDE Peet's did it acquire?
KDP paid €31.85 per share in cash. Shares tendered by March 27, 2026 representing 96.22% of the shares were accepted on April 1, 2026, for total aggregate consideration of approximately €14.86 billion. After the post-closing acceptance period, KDP acquired an additional 1.61% on April 15, 2026, bringing its total to 97.75%.
How was the acquisition funded?
The filing says KDP used net proceeds from the notes offerings, the Series A Convertible Perpetual Preferred Stock investment ($4.5 billion), the sale of a 49% interest in Keurig JV, LP ($4 billion), and borrowings under a delayed draw term loan, together with cash on hand.
What do the pro forma figures show about the combined company's 2025 results?
The pro forma combined statement for 2025 shows net sales of $27,716 million, income from operations of $3,880 million and net income attributable to KDP of $1,956 million, compared with KDP's historical $16,603 million, $3,575 million and $2,079 million. The filing states these figures are illustrative and not necessarily indicative of actual future results.
What is the status of the purchase price allocation?
The filing describes the purchase price allocation as preliminary. It states that the final fair values of assets and liabilities may change materially, which would change the amount allocated to goodwill and intangible assets, and that the valuation has not yet been finalized.
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