Core Viewpoint - The joint press release announces that Kodiak BidCo B.V. has successfully completed a public cash offer for JDE Peet's N.V., with 96.22% of shares tendered, leading to the offer being declared unconditional [2][8]. Offer Details - The Offer Period ended on 27 March 2026, with 466,712,270 shares tendered, valued at approximately EUR 14.86 billion [2][8]. - Settlement of the Offer is scheduled for 1 April 2026, with payment for tendered shares to be made on that date [4][8]. Post-Closing Acceptance Period - A post-closing acceptance period will commence on 30 March 2026 and end on 13 April 2026, allowing shareholders who did not tender their shares to do so under the same terms [6][8]. - The Offeror will announce the results of this period by the third business day following its conclusion [7]. Board Composition Changes - Changes to the Board composition, approved by the Extraordinary General Meeting on 2 March 2026, will take effect upon settlement [5]. Delisting and Buy-Out Proceedings - Following the unconditional declaration of the Offer, the delisting of JDE Peet's shares from Euronext Amsterdam will be pursued [11]. - The Offeror plans to initiate statutory Buy-Out Proceedings after the post-closing acceptance period [12]. Company Profiles - Keurig Dr Pepper Inc. (KDP) is a leading beverage company in North America with over 125 brands and annual revenue exceeding $16 billion [16]. - JDE Peet's is the world's leading pure-play coffee company, generating EUR 9.9 billion in sales in 2025 and operating in over 100 markets [18].

Core Viewpoint - The joint press release announces the successful completion of the public cash offer by Kodiak BidCo B.V. for JDE Peet's N.V., with 96.22% of shares tendered, leading to the offer being declared unconditional [2][8]. Offer Details - The Offer Period ended on 27 March 2026, with 466,712,270 shares tendered, valued at approximately EUR 14.86 billion [2][8]. - Settlement of the Offer is scheduled for 1 April 2026, with payment for tendered shares to be made on that date [4][8]. - A post-closing acceptance period will commence on 30 March 2026 and end on 13 April 2026, allowing shareholders who did not tender their shares to do so under the same terms [6][8]. Shareholder Implications - Following the settlement, the Offeror will hold approximately 96.22% of the shares, and changes to the Board composition will take effect as approved by the EGM on 2 March 2026 [5][4]. - Shareholders who did not tender their shares during the Offer Period will have the opportunity to do so during the post-closing acceptance period [6][7]. Delisting and Future Actions - The Offeror and JDE Peet's will initiate the delisting of shares on Euronext Amsterdam following the declaration of the Offer as unconditional [10]. - Post-closing measures include the initiation of statutory Buy-Out Proceedings and potential implementation of a Post-Closing Demerger [11][12]. Company Profiles - Keurig Dr Pepper Inc. (KDP) is a leading beverage company in North America with over 125 brands and annual revenue exceeding $16 billion [15]. - JDE Peet's N.V. is the world's leading pure-play coffee company, generating total sales of EUR 9.9 billion in 2025 and operating in over 100 markets [16][17].

Core Viewpoint - Keurig Dr Pepper Inc. has successfully declared its public cash offer for JDE Peet's unconditional, with 96.22% of shares tendered during the offer period, amounting to approximately EUR 14.86 billion [2][6]. Offer Details - The offer period expired on March 27, 2026, at 17:40 CET, with a total of 466,712,270 shares tendered, representing 96.22% of all shares [2][6]. - The settlement date for the offer is set for April 1, 2026, where payment for each tendered share will be made [3][6]. - Shareholders who did not tender their shares during the offer period will have a post-closing acceptance period from March 30, 2026, to April 13, 2026, to tender their shares under the same terms [5][6]. Post-Closing Measures - Following the post-closing acceptance period, the offeror will initiate statutory buy-out proceedings and may implement a post-closing demerger [11]. - The offeror will announce the results of the post-closing acceptance period and the total number of shares held by it within three business days after the period ends [7]. Delisting and Board Changes - The shares of JDE Peet's will be delisted from Euronext Amsterdam as soon as possible following the declaration of the offer as unconditional [10]. - Changes to the composition of the board, approved by the extraordinary general meeting on March 2, 2026, will take effect upon settlement [4]. Company Background - Keurig Dr Pepper is a leading beverage company in North America with over 125 brands and annual revenue exceeding $16 billion [14]. - JDE Peet's is recognized as the world's leading pure-play coffee company, generating total sales of EUR 9.9 billion in 2025 [15].

Core Insights - The company achieved its 2025 guidance with nearly 9% net sales growth, driven by a 5-point increase from the base business and a 4-point contribution from the Ghost acquisition [1] Sales Performance - US Refreshment Beverages served as the primary growth engine, delivering double-digit sales growth through Dr Pepper innovation and the successful transition of Ghost to the DSD network [1] - US Coffee performance faced challenges due to cyclical cost pressures and retailer inventory adjustments, although the pod category showed resilience with mid-single-digit retail dollar growth [1] - International segments demonstrated resilience, particularly in Mexico, where cold drinks outperformed despite macro volatility and a challenging prior year [1] Strategic Focus - Management prioritized long-term investment over short-term coffee margins, funding the Keurig Alta platform and new brand equity campaigns despite inflationary headwinds [1] - The company is transitioning to a combined operating structure following the JDE Peet's acquisition, with plans for a separation into two pure-play entities by late 2026 [1]

Core Insights - Keurig Dr Pepper Inc. is preparing for a separation into two standalone companies, Beverage Co and Global Coffee Co, by the end of 2026, with operational readiness and key milestones being prioritized [1][3][31] - The acquisition of JDE Peet's is on track to close in early April 2026, with significant progress made in integration planning and regulatory approvals [2][5][46] - The company aims for low double-digit EPS growth in 2026, driven by strong performance in US refreshment beverages and the integration of JDE Peet's [3][46][51] Financial Performance - In 2025, Keurig Dr Pepper Inc. achieved net sales growth of nearly 9%, with EPS increasing by 7% [6][34] - Q4 results showed a 10% increase in net sales, with contributions from all segments, particularly US refreshment beverages, which grew at a low double-digit rate [10][35][37] - The company reported a free cash flow of $1.519 billion in 2025, with expectations to increase to approximately $2 billion in 2026 [43][91] Segment Performance - US refreshment beverages segment delivered double-digit net sales growth, driven by successful innovations and market share gains [6][11][37] - The international segment experienced mid-teens constant currency net sales growth, particularly in Mexico, aided by effective commercial execution [24][42] - The US coffee segment saw a 4% revenue increase, although operating income declined due to cost pressures and pricing dynamics [16][39] Strategic Initiatives - The company is focused on innovation across its product lines, including new flavors and product launches in both refreshment beverages and coffee [26][28][30] - Enhanced marketing capabilities are being leveraged to drive brand equity and consumer engagement, particularly in the coffee segment [21][22] - The flexible buy-build-partner model will continue to be utilized to capture growth opportunities in emerging categories [85] Leadership and Governance - The board of directors is evolving in preparation for the separation, with new independent directors being added and a focus on establishing strong leadership teams for both future companies [53][54][92] - The search for a CEO for Global Coffee Co is in the final stages, led by the Keurig Dr Pepper Inc. board [92]

Financial Data and Key Metrics Changes - In 2025, net sales increased by almost 9%, driven by approximately 5 percentage points of growth from the base business and nearly 4 points from GHOST contributions [8][9] - EPS grew by 7% for the year, with Q4 EPS growth at 2% [9][28] - Gross margin contracted by 150 basis points due to elevated inflationary pressures, partially offset by net price realization and productivity savings [28] Business Line Data and Key Metrics Changes - U.S. Refreshment Beverages was the standout performer, delivering double-digit net sales growth and high single-digit operating income growth [9][29] - U.S. Coffee segment revenue increased by 4%, but operating income declined at a high-single-digit rate due to cost pressures [16][31] - International segment saw mid-teens constant currency net sales growth and 20% operating income growth, driven by strong performance in Mexico and Canada [20][22] Market Data and Key Metrics Changes - The carbonated soft drink category remains strong, with Dr. Pepper gaining market share for the ninth consecutive year [9][12] - The multi-branded energy platform, including C4 and GHOST, outperformed the category, with market share increasing nearly 1.5 points [14] - The coffee category trends remain resilient, with the Keurig compatible pod category growing retail dollars at a mid-single-digit rate [16] Company Strategy and Development Direction - The company is focused on three objectives for 2026: delivering low double-digit full-year EPS growth, closing and integrating JDE Peet's, and establishing two standalone businesses [6][25] - The acquisition of JDE Peet's is expected to close in early April, with significant progress made on integration planning [7][8] - The company plans to deploy a flexible build-by-partner model to expand into additional white space areas over time [15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving low double-digit EPS growth in 2026, despite anticipated cost pressures in the first half of the year [20][37] - The company is navigating a dynamic operating environment while laying the groundwork for long-term success [5][6] - Management acknowledged that the coffee segment will face year-over-year cost headwinds, particularly in Q1, but expects improvement in the second half of 2026 [31][66] Other Important Information - The company reported free cash flow of $1,519 million in 2025, with expectations to increase to approximately $2 billion in 2026 [34] - The financing structure for the JDE Peet's acquisition has been refined, with an increase in the convertible preferred equity raise to $4.5 billion [35] - The board is evolving with new independent directors being added to support the company's transformation [41][43] Q&A Session Summary Question: Top line performance for standalone KDP - Management expects low double-digit EPS growth on a combined basis, with KDP standalone guidance of 4%-6% top line growth [47] Question: Existing KDP debt allocation - Existing KDP debt will stay with Beverage Company, while Coffee Co. will assume $5 billion of existing JDVP debt [54] Question: Energy category growth - Management believes the energy category has multiple structural growth drivers and expects to gain shelf space relative to other LRBs [56][57] Question: Coffee business commodity headwinds - Year-over-year cost headwinds are expected to be most impactful in Q1, with relief anticipated in the latter part of the year [63][66] Question: Free cash flow thoughts for 2026 - Free cash flow is expected to increase significantly post-acquisition, with a focus on generating cash flow for deleveraging [34]

Financial Data and Key Metrics Changes - In 2025, net sales increased by almost 9%, with approximately 5 percentage points of growth from the base business and nearly 4 points from GHOST contributions [6][25] - EPS grew by 7% for the year, while Q4 EPS increased by 2% [6][25] - Operating income for Q4 grew by 4.8%, despite headwinds from interest expense and a slightly higher tax rate [25] Business Line Data and Key Metrics Changes - U.S. Refreshment Beverages showed strong performance with net sales growth of 11.5% in Q4, driven by volume mix and net price realization [26][27] - U.S. Coffee segment revenue increased by 4%, but operating income declined by a high single-digit rate due to cost pressures [13][29] - International segment net sales grew by 16% in constant currency, with a 20% increase in operating income [18][30] Market Data and Key Metrics Changes - The U.S. retail sales growth among top food and beverage manufacturers was the fastest for KDP, with market share gains across its portfolio [3] - The carbonated soft drink category remains strong, with KDP gaining market share in Dr Pepper for the ninth consecutive year [6][9] - The energy drink category is projected to continue growing, with KDP's multi-branded energy platform gaining nearly 1.5 points in market share [11][54] Company Strategy and Development Direction - KDP is focused on three objectives for 2026: delivering low double-digit EPS growth, integrating JDE Peet's, and establishing two standalone businesses [4][22] - The company is advancing its operational readiness for separation by the end of 2026, with significant progress on integration planning for the JDE Peet's acquisition [5][22] - KDP plans to enhance its portfolio through innovation, including new product launches and marketing strategies [19][20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving low double-digit EPS growth in 2026, despite anticipated cost pressures in the first half of the year [34][36] - The company is navigating a dynamic operating environment while laying the groundwork for long-term success [3][5] - Management acknowledged the challenges posed by inflation and cost pressures but remains committed to investing for future growth [15][61] Other Important Information - The company reported free cash flow of $1.519 billion in 2025, with expectations to increase to approximately $2 billion in 2026 [32] - KDP is refining its financing structure for the JDE Peet's acquisition, including an increase in the convertible preferred equity raise to $4.5 billion [32][33] - The board is evolving with new independent directors and a focus on establishing strong governance for the future standalone companies [38][39] Q&A Session Summary Question: Top line performance for standalone KDP - Management expects low double-digit EPS growth, with KDP standalone guidance of 4%-6% top line growth driven by U.S. Refreshment Beverages [45][46] Question: Existing KDP debt allocation - Existing KDP debt will remain with Beverage Company, while Global Coffee Co. will assume $5 billion of JDE Peet's debts [51][52] Question: Energy category growth - Management believes the energy category has multiple growth drivers and expects to gain shelf space without cannibalizing other portfolio segments [54][55] Question: Coffee business commodity headwinds - Cost headwinds are expected to peak in Q1, with relief anticipated in the latter part of the year due to inventory and hedging timing [59][60] Question: Organic sales growth in Q1 - Management anticipates some pressure in Q1 due to retail inventory adjustments, but expects visibility for EPS growth in Q2 and beyond [66][68] Question: Partner brands strategy - KDP aims for a balanced approach between core brand growth and partnerships, with flexibility to capture white space opportunities [70][71]

Financial Data and Key Metrics Changes - In 2025, net sales increased by almost 9%, with approximately 5 percentage points of growth from the base business and nearly 4 points from GHOST contributions [6][25] - EPS grew by 7%, while Q4 EPS increased by 2% [6][25] - For the full year, net sales grew 8.6%, operating income increased by 4.9%, and EPS rose by 7.3% on a constant currency basis [25] Business Line Data and Key Metrics Changes - U.S. Refreshment Beverages saw double-digit net sales growth and high single-digit operating income growth [6][26] - U.S. Coffee segment revenue increased by 4%, but operating income declined at a high single-digit rate due to cost pressures [13][29] - International segment delivered mid-teens constant currency net sales growth and 20% operating income growth, driven by strong performance in Mexico and Canada [18][30] Market Data and Key Metrics Changes - The U.S. retail sales growth among top food and beverage manufacturers was the fastest for KDP, with market share gains across its portfolio [3] - The carbonated soft drink category remains strong, with KDP gaining market share in Dr Pepper for the ninth consecutive year [6][9] - The energy drink category is expected to continue growing, with KDP's multi-branded energy platform increasing market share by nearly 1.5 points [11][54] Company Strategy and Development Direction - KDP is focused on three objectives for 2026: delivering low double-digit EPS growth, integrating JDE Peet's, and establishing two standalone businesses [4][22] - The company is advancing its operational readiness for separation by the end of 2026 and capturing initial deal-related synergies [5][22] - KDP plans to enhance its portfolio through innovation, including new product launches in refreshment beverages and coffee [19][21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving low double-digit EPS growth despite cost pressures and inflation [4][34] - The company anticipates that cost headwinds will peak in Q1 2026 before easing, allowing for improved performance in the latter half of the year [30][60] - Management highlighted the importance of innovation and marketing investments to support long-term growth [16][70] Other Important Information - The company reported free cash flow of $1.519 billion in 2025, with expectations to increase to approximately $2 billion in 2026 [32] - KDP is refining its financing structure for the JDE Peet's acquisition, increasing the size of its convertible preferred equity raise to $4.5 billion [32][33] - The board is evolving with new independent directors and a focus on establishing strong governance for the future standalone companies [38][39] Q&A Session Summary Question: Top line performance for standalone KDP and contribution from U.S. Refreshment business - Management expects low double-digit EPS growth on a combined basis, with KDP standalone guidance of 4%-6% top line growth driven by U.S. Refreshment Beverages [45][46] Question: Existing KDP debt allocation across Future Bev versus Coffee Co - Existing KDP debt will remain with Beverage Company, while Global Coffee Co. will assume new debt related to the JDE Peet's acquisition [51][52] Question: Commodity headwinds in the coffee business - Year-over-year cost headwinds are expected to be most impactful in Q1, with relief anticipated in the latter part of the year [59][60] Question: Organic sales growth in the first quarter - Management anticipates some pressure in Q1 due to retail inventory adjustments, but expects good visibility for EPS growth in Q2 and acceleration in the back half [66][68] Question: Strategy on partner brands and willingness to add more brands - KDP aims for a balanced approach between core brand growth and partnerships, with flexibility to capture white space opportunities through buy, build, or partner strategies [70]

Financial Data and Key Metrics Changes - In 2025, net sales increased by almost 9%, driven by approximately 5 percentage points of growth from the base business and nearly 4 points from GHOST contributions [8] - EPS grew by 7% for the year, with Q4 EPS growth at 2% [9][28] - Gross margin contracted by 150 basis points due to elevated inflationary pressures, partially offset by net price realization and productivity savings [28] Business Line Data and Key Metrics Changes - U.S. Refreshment Beverages was the standout performer, delivering double-digit net sales growth and high single-digit operating income growth [9] - U.S. Coffee segment revenue increased by 4%, but operating income declined at a high-single-digit rate due to cost pressures [16][31] - International segment saw mid-teens constant currency net sales growth and 20% operating income growth, driven by strong performance in Mexico and Canada [20][32] Market Data and Key Metrics Changes - The carbonated soft drink category remains strong, with KDP gaining market share in Dr Pepper for the ninth consecutive year [9] - The multi-branded energy platform, including C4, GHOST, Bloom, and Black Rifle, outperformed the category, with market share increasing nearly 1.5 points [14] - The coffee category trends remain resilient, with the Keurig compatible pod category growing retail dollars at a mid-single-digit rate in Q4 [16] Company Strategy and Development Direction - KDP is focused on three objectives for 2026: delivering low double-digit full-year EPS growth, closing and integrating JDE Peet's, and establishing two standalone businesses [6][25] - The company is advancing work streams to capture initial deal-related synergies and appoint independent leadership teams for the two new companies [8] - KDP plans to leverage its flexible build-by-partner model to expand into additional white space areas over time [15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving low double-digit EPS growth in 2026, despite anticipated cost pressures in the first half of the year [20][37] - The company is navigating a dynamic operating environment while laying the groundwork for long-term success through strategic investments [5][19] - Management acknowledged that while Q4 was softer for U.S. Coffee, they are investing to position the business for long-term success [16][66] Other Important Information - The company reported free cash flow of $1,519 million in 2025, with expectations to increase to approximately $2 billion in 2026 [34] - KDP is refining its financing structure for the JDE Peet's acquisition, increasing the size of its convertible preferred equity raise to $4.5 billion [35] - The board is evolving with new independent directors and a restructuring of committees to align with best practices [41][43] Q&A Session Summary Question: Top line performance for standalone KDP - Management expects low double-digit EPS growth on a combined basis, with KDP standalone guidance of 4%-6% top line growth [47] Question: Existing KDP debt allocation - Existing KDP debt will stay with Beverage Company, while Coffee Co. will assume $5 billion of existing JDE Peet's debt [54] Question: Energy category growth - Management believes the energy category has multiple structural growth drivers and expects to gain shelf space relative to other LRBs [56] Question: Coffee business commodity headwinds - Cost headwinds are expected to be most impactful in Q1, with relief anticipated in the latter part of the year [63] Question: Free cash flow thoughts for 2026 - Management expects standalone KDP free cash flow to increase in 2026 to approximately $2 billion [34]

Financial Data and Key Metrics Changes - In 2025, net sales increased by almost 9%, with approximately 5 percentage points of growth from the base business and nearly 4 points from GHOST contributions [5] - EPS grew by 7%, while Q4 EPS increased by 2% despite cost pressures and higher reinvestment spending [5][25] - For the full year, net sales grew by 8.6%, operating income by 4.9%, and EPS by 7.3% on a constant currency basis [25] Business Line Data and Key Metrics Changes - U.S. Refreshment Beverages saw double-digit net sales growth and high single-digit operating income growth, with net sales growing 11.5% in Q4 [5][26] - U.S. Coffee segment revenue increased by 4%, but operating income declined at a high single-digit rate due to cost pressures [12][28] - International segment delivered mid-teens constant currency net sales growth and 20% operating income growth, driven by strong performance in Mexico and Canada [17][30] Market Data and Key Metrics Changes - The U.S. Refreshment Beverages market showed strong performance, with market share gains in key brands like Dr Pepper [5][11] - The energy drinks category grew significantly, with KDP's multi-branded energy platform gaining nearly 1.5 points in market share [11] - The coffee category remained resilient, with the Keurig compatible pod category growing retail dollars at a mid-single-digit rate [12] Company Strategy and Development Direction - KDP is focused on three objectives for 2026: delivering low double-digit EPS growth, integrating JDE Peet's, and establishing two standalone businesses [2][3] - The company is advancing its operational readiness for separation into Beverage Co. and Global Coffee Co. by the end of 2026 [4] - Significant investments are planned in marketing and innovation to support long-term growth, particularly in the coffee segment [30][60] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving low double-digit EPS growth despite anticipated cost pressures in the first half of 2026 [34][36] - The company expects to navigate through inflationary pressures and retailer inventory adjustments, with a positive outlook for the second half of 2026 [36][66] - Management highlighted the importance of innovation and marketing investments to sustain growth across all segments [22][68] Other Important Information - The company reported free cash flow of $1.519 billion in 2025, with expectations to increase to approximately $2 billion in 2026 [32] - KDP is refining its financing structure for the JDE Peet's acquisition, including an increase in convertible preferred equity and a finalized Pod Manufacturing JV [32][33] - The board is evolving with new independent directors and a new governance structure to support the company's transformation [38][39] Q&A Session Summary Question: Can you provide context on the top line performance for standalone KDP, specifically regarding U.S. Refreshment? - Management expects low double-digit EPS growth on a combined basis, with U.S. Refreshment being a significant driver of growth [45] Question: What are the assumptions for the JDE Peet's business within the EPS contribution for 2026? - The guidance includes $8.5 billion-$8.7 billion of incremental revenue from JDE Peet's, contributing 6-7 percentage points to EPS [47] Question: How will existing KDP debt be allocated across Future Beverage and Coffee Co.? - Existing KDP debt will remain with Beverage Company, while Global Coffee Co. will assume new debt related to the acquisition [51] Question: What are the pricing plans in the coffee segment given commodity headwinds? - Management anticipates cost headwinds to peak in Q1, with pricing strategies focused on sustainable volume and mix-led growth [60] Question: How do you see organic sales growth in Q1 in the context of full year guidance? - There will be some pressure in Q1 due to retail inventory adjustments, but visibility for EPS growth in Q2 is strong [66]