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SCHEDULE 13D/A 0001341004-18-000422 0001746478 XXXXXXXX LIVE 16 Common Stock, Par Value $0.01 Per Share 02/26/2025 false 0001418135 49271V100 Keurig Dr Pepper Inc. 53 SOUTH AVENUE BURLINGTON MA 01803 Joachim Creus 31 202 355 000 Piet Heinkade 55 Amsterdam P7 1019 GM 0001746478 N JAB BevCo B.V. b OO N P7 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of common stock, par value $0.01 per share ("Common Stock"), of Keurig Dr Pepper Inc. ("KDP") that may be deemed to be beneficially owned by JAB BevCo B.V. ("JAB BevCo"), after giving effect to the transactions described in Item 4. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025 as set forth in the Annual Report on Form 10-K (the "Latest Periodic Report"), filed by KDP with the United States Securities and Exchange Commission (the "Commission") on February 25, 2025. 0001746728 N Acorn Holdings B.V. OO N P7 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Acorn Holdings B.V. ("Acorn") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Acorn. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Acorn that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. Y JAB Coffee & Beverages Holdings 2 B.V. OO N P7 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages Holdings 2 B.V. ("Holdings 2") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Holdings 2. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Holdings 2 that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. Y JAB Coffee & Beverages Holdings B.V. OO N P7 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages Holdings B.V. ("Holdings") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Holdings that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001833608 N JAB Coffee & Beverages B.V. OO N P7 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages B.V. ("JAB C&B") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of JAB C&B. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB C&B that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001576735 N JAB Forest B.V. OO N P7 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Forest B.V. ("Forest") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Forest. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Forest that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001579134 N JAB Holdings B.V. OO N P7 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Holdings B.V. ("JAB Holdings") may be deemed to have beneficial ownership of the shares held by JAB BevCo since JAB BevCo is an indirect subsidiary of JAB Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holdings that it is the beneficial owner of any of the common stock held by JAB BevCo for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001747036 N JAB Investments S.a r.l. OO N N4 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Investments S.a r.l. ("JAB Investments") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of JAB Investments. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Investments that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001621428 N JAB Holding Co s.a r.l. OO N N4 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Holding Company S.a r.l. ("JAB Holding Company") may be deemed to have beneficial ownership of such shares since JAB BevCo is a indirect subsidiary of JAB Holding Company. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holding Company that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001746867 N Joh. A. Benckiser s.a.r.l. OO N N4 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Joh. A. Benckiser S.a r.l. ("Joh. A. Benckiser") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Joh. A. Benckiser. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Joh. A. Benckiser that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001579044 N Agnaten SE OO N N4 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Agnaten SE ("Agnaten") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Agnaten. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Agnaten that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. 0001394212 N Lucresca SE OO N N4 0.00 134113479.00 0.00 134113479.00 134113479.00 N 9.9 HC (Row 8 and 10) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Lucresca SE ("Lucresca") may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Lucresca. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Lucresca that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (Row 13) The percentage ownership is based upon 1,356,750,877 shares of Common Stock issued and outstanding as of February 21, 2025, as set forth in the Latest Periodic Report. Common Stock, Par Value $0.01 Per Share Keurig Dr Pepper Inc. 53 SOUTH AVENUE BURLINGTON MA 01803 This Schedule 13D/A constitutes Amendment No. 16 ("Amendment No. 16") to and amends and supplements the prior statement on Schedule 13D as filed on July 19, 2018, as amended by Amendment No. 1 filed on May 16, 2019, Amendment No. 2 filed on May 28, 2019, Amendment No. 3 filed on March 9, 2020, Amendment No. 4 filed on May 22, 2020, Amendment No. 5 filed on June 12, 2020, Amendment No. 6 filed on August 19, 2020, Amendment No. 7 filed on September 9, 2020, Amendment No. 8 filed on November 19, 2020, Amendment No. 9 filed on November 14, 2022, Amendment No. 10 filed on May 3, 2023, Amendment No. 11 ("Amendment No. 11") filed on March 4, 2024, Amendment No. 12 filed on March 7, 2024, Amendment No. 13 filed on March 12, 2024, Amendment No. 14 filed on March 18, 2024 and Amendment No. 15 filed on October 30, 2024 (as so amended, the "Schedule 13D"), by (i) JAB BevCo B.V. (formerly known as Maple Holdings B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ("JAB BevCo"), (ii) Acorn Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of JAB BevCo ("Acorn"), (iii) JAB Coffee & Beverages Holdings 2 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Acorn ("Holdings 2"), (iv) JAB Coffee & Beverages Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Holdings 2 ("Holdings"), (v) JAB Coffee & Beverages B.V. (formerly known as Acorn Top Holding B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Holdings ("JAB C&B"), (vi) JAB Forest B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of JAB C&B ("Forest"), (vii) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Forest ("JAB Holdings"), (viii) JAB Investments S.a r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings ("JAB Investments"), (ix) JAB Holding Company S.a r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Investments ("JAB Holding Company"), (x) Joh. A. Benckiser S.a r.l., a private limited liability company incorporated under the laws of Luxembourg, which is a parent company of JAB Holding Company ("Joh. A. Benckiser"), (xi) Agnaten SE, a private company incorporated under the laws of Luxembourg, which is a parent company of Joh. A. Benckiser ("Agnaten"), and (xii) Lucresca SE, a private company incorporated under the laws of Luxembourg, which is a parent company of Joh. A. Benckiser ("Lucresca", and together with JAB BevCo, Acorn, Holdings 2, Holdings, JAB C&B, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser and Agnaten, the "Reporting Persons"). Except as set forth herein, the Schedule 13D as previously amended remains applicable. On February 26, 2025, JAB BevCo entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") pursuant to which JAB BevCo agreed to sell 73,000,000 shares of Common Stock (the "Common Stock"), par value $0.01 per share (the "Shares"), of Keurig Dr Pepper Inc. ("KDP") through a secondary offering (the "Offering"). JAB BevCo also granted an option to the Underwriter to purchase up to an additional 10,950,000 Shares for a period of 30 days following the date of the Offering. The Offering closed on February 28, 2025. Also on February 28, 2025, JAB BevCo sold 10,950,000 Shares to the Underwriter pursuant to the foregoing option granted to the Underwriter in the Underwriting Agreement. Under the terms of the transaction, the remaining Shares beneficially owned by JAB BevCo will be subject to a customary 90 day lock-up agreement with the Underwriter with respect to KDP securities, subject to certain customary exceptions ("Lock-up Agreement"). 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 (the "Board") who are affiliated with JAB, resigned from the Board, effective as of the closing of the Offering. The foregoing description of the Underwriting Agreement and Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of Lock-up Agreement, substantially in the form attached as Exhibit 20 to this Schedule 13D and incorporated herein by reference. JAB BevCo beneficially owns 134,113,479 Shares, after giving effect to the Offering, which represents 9.9% of the issued and outstanding Shares as of February 21, 2025, as set forth in the Annual Report on Form 10-K (the "Latest Periodic Report") filed by KDP with the United States Securities and Exchange Commission (the "Commission") on February 25, 2025. Each of Acorn, Holdings 2, Holdings, JAB C&B, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with JAB BevCo the power to vote or dispose, or to direct the voting or disposition of, the 134,113,479 Shares beneficially owned by JAB BevCo. Therefore, for the purpose of Rule 13d-3, each of such Reporting Persons may be deemed to be the beneficial owners of an aggregate of 134,113,479 Shares. As of the date hereof, Mr. Creus beneficially owns 142,236 Shares, which represents less than 0.1% of the issued and outstanding Shares as of February 21, 2025, as set forth in the Latest Periodic Report. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D beneficially owns any Shares. Neither the filing of this Amendment No. 16 nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares. Except for the Offering disclosed in Item 4 herein and the purchase of 3,619,600 Shares disclosed in the Form 4 filed by the Reporting Persons on January 30, 2025, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D, has effected any transactions in the Shares during the past 60 days. In connection with the Offering referred to in Item 4 above, JAB BevCo entered into the Underwriting Agreement and accompanying Lock-Up Agreement (see Item 4), substantially in the form attached as Exhibit 20 to this Amendment No. 16 of the Schedule 13D and is incorporated herein by reference. Exhibit 20. Underwriting Agreement, dated as of February 26, 2025, by and among KDP, the Underwriter and JAB BevCo. (incorporated by reference from Exhibit 1.1 to KDP's Form 8-K dated February 28, 2025) JAB BevCo B.V. /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 02/28/2025 /s/ Leo Burgers Leo Burgers, Managing Director 02/28/2025 Acorn Holdings B.V. /s/ Rafael Da Cunha Rafael Da Cunha, Managing Director 02/28/2025 /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 02/28/2025 JAB Coffee & Beverages Holdings 2 B.V. /s/ Rafael Da Cunha Rafael Da Cunha, Managing Director 02/28/2025 /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 02/28/2025 JAB Coffee & Beverages Holdings B.V. /s/ Rafael Da Cunha Rafael Da Cunha, Managing Director 02/28/2025 /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 02/28/2025 JAB Coffee & Beverages B.V. /s/ Rafael Da Cunha Rafael Da Cunha, Managing Director 02/28/2025 /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 02/28/2025 JAB Forest B.V. /s/ Frank Engelen Frank Engelen, Managing Director 02/28/2025 /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 02/28/2025 JAB Holdings B.V. /s/ Frank Engelen Frank Engelen, Managing Director 02/28/2025 /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Managing Director 02/28/2025 JAB Investments S.a r.l. /s/ Sebastiaan Wolvers Sebastiaan Wolvers, Manager 02/28/2025 /s/ Jonathan Norman Jonathan Norman, Manager 02/28/2025 JAB Holding Co s.a r.l. /s/ Frank Engelen Frank Engelen, Manager 02/28/2025 /s/ Jonathan Norman Jonathan Norman, Manager 02/28/2025 Joh. A. Benckiser s.a.r.l. /s/ Joachim Creus Joachim Creus, Managing Director 02/28/2025 /s/ Jonathan Norman Jonathan Norman, Managing Director 02/28/2025 Agnaten SE /s/ Joachim Creus Joachim Creus, Authorized Representative 02/28/2025 Lucresca SE /s/ Joachim Creus Joachim Creus, Authorized Representative 02/28/2025