JAB BevCo B.V. → Keurig Dr Pepper Inc. KDP

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.