Keurig Dr Pepper (KDP) risk factors, FY2025 10-K

Keurig Dr Pepper's FY2025 10-K, filed Feb 24, 2026, lists 50 risk factors in 5 groups. Against the prior year's 33: 20 new, 3 dropped, 3 substantially reworded.

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Risk factors listed
505 groups
New this year
20vs 33 last year
Dropped
3since the prior 10-K
Substantially reworded
3of those kept
Section length
15k wordsItem 1A

What the changes say

  • The risk section is dominated by extensive disclosures regarding the proposed JDE Peet's Acquisition, its financing, and related joint venture.

What changed since the prior 10-K

New

  • NewRISKS RELATING TO OUR RELATIONSHIPS WITH THIRD PARTIES

    Our financial results may be negatively impacted by unfavorable economic and geopolitical conditions

    Unfavorable economic conditions in the U.S., Canada, and Mexico could reduce consumer spending and sales volume, while financial market disruptions may impair our counterparties and capital access.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    We may not complete the proposed JDE Peet's Acquisition within the time frame we anticipate, or at all, which could adversely affect our business

    We may not complete the proposed JDE Peet's acquisition within the anticipated first-half 2026 timeframe or at all.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    The requisite number of JDE Peet's shareholders may not tender their shares

    The JDE Peet's acquisition requires at least a 95% share tender, subject to certain adjustments, though key shareholders holding approximately 69% have irrevocably committed to tender.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    There could be legal proceedings in connection with the JDE Peet's Acquisition, the outcomes of which are uncertain, could result in substantial costs, and which could delay or prevent the completion of the JDE Peet's Acquisition

    Securities class action or derivative lawsuits may be filed against us or JDE Peet's in connection with the acquisition, causing substantial defense costs and potential delays.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    The market price of our common stock may decline as a result the JDE Peet's Acquisition

    Our common stock price may decline if we fail to achieve expected acquisition benefits and synergies or if transaction costs exceed expectations.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    We will incur significant direct and indirect costs as a result of the JDE Peet's Acquisition

    We will incur significant direct and indirect transaction costs for the JDE Peet's acquisition regardless of whether it is successfully completed.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    The JDE Peet's Acquisition will expose us to inherent risks in JDE Peet's' business and those geographies where JDE Peet's currently operates, which could adversely affect our business

    The JDE Peet's acquisition will expand our operations into unstable geographies like Russia, which represented 6% of JDE Peet's consolidated revenue in 2024.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    If our due diligence investigation of JDE Peet's was inadequate or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our business

    Our due diligence investigation of JDE Peet's may have been inadequate or fail to surface all material issues and unexpected risks.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our business

    Integrating JDE Peet's operations, processes, and systems will be a complex, costly, and time-consuming process that could disrupt our business.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    We will be subject to business uncertainties related to the JDE Peet's Acquisition

    Uncertainties regarding the JDE Peet's acquisition could cause business partners to cancel relationships and create employee retention challenges.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    We will incur and assume significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performance

    We will incur and assume a significant amount of debt to complete the JDE Peet's acquisition, which could negatively impact our credit ratings and borrowing costs.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    In connection with the JDE Peet's Acquisition, we expect to consummate the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of our common stock

    We will contribute coffee assets and Canadian sales operations to a new joint venture where JV investors will contribute $4 billion in cash for a 49% stake.

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resources

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    Preferred Investors will be entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, effectively reducing the relative voting power of the holders of our common stock

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    Certain Preferred Investors will also have certain preemptive rights, which may impact our ability to raise capital in the future

  • NewRISKS RELATED TO THE JDE PEET'S ACQUISITION

    We may issue additional equity securities in the future to raise proceeds to fund the JDE Peet's Acquisition, which may result in further dilution to our existing shareholders

  • NewRISKS RELATED TO THE SEPARATION

    The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our business

  • NewRISKS RELATED TO THE SEPARATION

    We may be unable to achieve some or all of the anticipated strategic and financial benefits from the Separation

  • NewRISKS RELATED TO THE SEPARATION

    Following the Separation, we may not maintain a satisfactory credit rating, which could adversely affect the financial performance of our businesses

  • NewRISKS RELATED TO THE SEPARATION

    Following the Separation, the price of our common stock may decline and may experience greater volatility

Dropped

  • DroppedRISKS RELATED TO OUR OPERATIONS

    Substantial disruption at our manufacturing and distribution facilities could occur

  • DroppedRISKS RELATED TO OUR FINANCIAL PERFORMANCE

    We cannot guarantee that our share repurchase program will be fully consummated or that our share repurchase program will enhance long-term stockholder value

  • DroppedRISKS RELATING TO OUR RELATIONSHIPS WITH THIRD PARTIES

    Our financial results may be negatively impacted by recession, financial and credit market disruptions and other political, social or economic conditions

Reworded

  • 37% rewrittenRISKS RELATED TO OUR OPERATIONS

    If we do not successfully manage our acquisitions of and investments in new businesses or brands, our operating results may adversely be affected

    Added 'among others' to the list of acquisition risks and modified phrasing on integration management.

  • 23% rewrittenRISKS RELATED TO OUR FINANCIAL PERFORMANCE

    An impairment of the value of our goodwill and other indefinite lived intangible assets could have a material adverse effect on our financial statements

    Updated asset and intangible figures for December 31, 2025, listing total assets at $55 billion, goodwill at $20 billion, and intangibles at $24 billion.

    Was: Determinations in the future that a significant impairment of the value of our goodwill and other indefinite-lived intangible assets has occurred could have a material adverse effect on our financial statements

  • 22% rewrittenRISKS RELATED TO OUR OPERATIONS

    Disruption of our manufacturing and distribution operations or supply chain, including increased input costs, may adversely affect our financial condition or results of operations

    Removed references to products being used 'directly or indirectly' in the supply chain risk description.

    Was: Disruption of our manufacturing and distribution operations or supply chain, including increased commodity, raw material, packaging, energy, transportation, and other input costs may adversely affect our financial condition or results of operations

All 50 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO OUR OPERATIONS

  1. 01Disruption of our manufacturing and distribution operations or supply chain, including increased input costs, may adversely affect our financial condition or results of operations22% rewritten
  2. 02We operate in highly competitive categories, and any inability to compete effectively could adversely impact our business
  3. 03We may not effectively respond to changing consumer preferences and shopping behavior, which could impact our financial results
  4. 04Concerns about the safety, quality, or health effects of our products could negatively affect our business
  5. 05Damage to our reputation or brand image can adversely affect our business
  6. 06If we do not successfully manage our acquisitions of and investments in new businesses or brands, our operating results may adversely be affected37% rewritten
  7. 07Failure to realize benefits or successfully manage the potential negative consequences of our productivity initiatives can adversely affect our financial performance
  8. 08Our facilities and operations may require substantial investment and upgrading, and such investments may not achieve the intended financial benefits
  9. 09We depend on key information systems, and our use of information technology exposes us to business disruptions that could adversely affect us
  10. 10Our intellectual property rights could be infringed or we could infringe the intellectual property rights of others, and adverse events regarding licensed intellectual property could harm our business
  11. 11Failure to attract, retain, develop, and motivate a highly skilled and diverse workforce, or failure to effectively manage changes in our workforce, could significantly impact our operations
  12. 12We may not be able to renew collective bargaining agreements on satisfactory terms, or we could experience union activity, including new unionization, labor disputes, or work stoppages
  13. 13Increases in our cost of employee benefits in the future could reduce our profitability

RISKS RELATED TO OUR FINANCIAL PERFORMANCE

  1. 14We negotiate with our suppliers to optimize our terms and conditions, including payment terms, and reductions in our payment terms with our suppliers could adversely affect our liquidity
  2. 15An impairment of the value of our goodwill and other indefinite lived intangible assets could have a material adverse effect on our financial statements23% rewritten

RISKS RELATING TO OUR RELATIONSHIPS WITH THIRD PARTIES

  1. 16We depend on third-party bottling and distribution companies for a significant portion of our business
  2. 17Changes in the retail landscape or in sales to any key customer can adversely affect our business
  3. 18Failure to maintain strategic relationships with brand owners and private label brands could adversely impact our future growth and business, potentially resulting in the termination of those agreements
  4. 19Equity method investments are managed independently of us and may have different interests than we do. Their decisions could impact our financial performance
  5. 20The use of information technology by our third-party commercial partners and service providers exposes us to business disruptions or other negative impacts that could adversely affect us
  6. 21We rely on the performance of a limited number of suppliers and manufacturers for our brewers, and a limited number of order fulfillment companies for our brewers, beverage concentrates, and syrups
  7. 22Our financial results may be negatively impacted by unfavorable economic and geopolitical conditionsNew
  8. 23U.S. and international laws and regulations could adversely affect our business
  9. 24Litigation or legal proceedings could expose us to significant liabilities and damage our reputation
  10. 25Increased concerns related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance
  11. 26Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products
  12. 27Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us
  13. 28Failure to comply with personal data protection and privacy laws can adversely affect our business
  14. 29Climate change or related legislation could adversely affect our business
  15. 30Water scarcity and quality could adversely affect our business
  16. 31Fluctuations in our effective tax rate may result in volatility in our financial results

RISKS RELATED TO THE JDE PEET'S ACQUISITION

  1. 32We may not complete the proposed JDE Peet's Acquisition within the time frame we anticipate, or at all, which could adversely affect our businessNew
  2. 33The requisite number of JDE Peet's shareholders may not tender their sharesNew
  3. 34There could be legal proceedings in connection with the JDE Peet's Acquisition, the outcomes of which are uncertain, could result in substantial costs, and which could delay or prevent the completion of the JDE Peet's AcquisitionNew
  4. 35The market price of our common stock may decline as a result the JDE Peet's AcquisitionNew
  5. 36We will incur significant direct and indirect costs as a result of the JDE Peet's AcquisitionNew
  6. 37The JDE Peet's Acquisition will expose us to inherent risks in JDE Peet's' business and those geographies where JDE Peet's currently operates, which could adversely affect our businessNew
  7. 38If our due diligence investigation of JDE Peet's was inadequate or if unexpected risks related to JDE Peet's and its business materialize, it could have a material adverse effect on our businessNew
  8. 39We may not successfully integrate JDE Peet's into our business, or such integration may be more difficult, time-consuming, or costly than expected, which could adversely affect our businessNew
  9. 40We will be subject to business uncertainties related to the JDE Peet's AcquisitionNew
  10. 41We will incur and assume significant debt as a result of the JDE Peet's Acquisition, which could adversely affect our financial performanceNew
  11. 42In connection with the JDE Peet's Acquisition, we expect to consummate the JV Investment, which could restrict our operational and corporate flexibility, impact our cash resources, and/or depress the market price of our common stockNew
  12. 43The issuance of Convertible Preferred Stock in connection with the JDE Peet's Acquisition may adversely affect the rights and market price of our common stock as well as our capital resourcesNew
  13. 44Preferred Investors will be entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, effectively reducing the relative voting power of the holders of our common stockNew
  14. 45Certain Preferred Investors will also have certain preemptive rights, which may impact our ability to raise capital in the futureNew
  15. 46We may issue additional equity securities in the future to raise proceeds to fund the JDE Peet's Acquisition, which may result in further dilution to our existing shareholdersNew

RISKS RELATED TO THE SEPARATION

  1. 47The Separation may not be completed on the terms or timeline currently contemplated, if at all, and will involve significant time, expenses, and resources, which could adversely affect our businessNew
  2. 48We may be unable to achieve some or all of the anticipated strategic and financial benefits from the SeparationNew
  3. 49Following the Separation, we may not maintain a satisfactory credit rating, which could adversely affect the financial performance of our businessesNew
  4. 50Following the Separation, the price of our common stock may decline and may experience greater volatilityNew

Other Keurig Dr Pepper 10-Ks

  • FY2024 10-K risk factors
    33 risks

    Supply chain disruptions and volatile input costs threaten manufacturing and distribution across core beverage lines. Changing consumer preferences, including the impact of weight loss drugs, require constant adaptation. Regulatory scrutiny over packaging, labeling, and environmental impacts creates substantial compliance burdens. Heavy reliance on third-party bottlers, distributors, and limited Asian brewer manufacturers exposes operations to external failures.

    Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.