Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

In connection with the closing of the Offering (as defined below), effective June 10, 2021, Gerhard Pleuhs resigned from the Board of Directors of Keurig Dr Pepper Inc. (the "Company"). As a result, Mr. Pleuhs will no longer be a nominee for re-election at the Company's 2021 Annual Meeting of Stockholders to be held on June 18, 2021. Mr. Pleuhs's resignation did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices.




Item 8.01. Other Events.

On June 10, 2021, Mondel?z International Holdings LLC (the "Selling Stockholder") completed the previously announced registered public secondary offering (the "Offering") of 28,000,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, for gross proceeds to the Selling Stockholder of approximately $997 million. In addition, the Selling Stockholder granted the Underwriter (as defined below) a 30-day option to purchase up to an additional 4,200,000 shares of common stock on the same terms and conditions. The Company did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder.

In connection with the Offering, the Company entered into an Underwriting Agreement, dated June 7, 2021 (the "Underwriting Agreement"), by and among the Company, the Selling Stockholder, and Goldman Sachs & Co. LLC, as the underwriter (the "Underwriter") in the Offering. The Underwriting Agreement is filed as Exhibit 1.1 hereto.

The Company has previously filed with the Securities and Exchange Commission ("SEC") a registration statement (including a prospectus) on Form S-3 (File No. 333-233477) as well as a resale prospectus supplement filed with the SEC on August 27, 2019, as supplemented by a prospectus supplement, filed with the SEC on June 7, 2021, for the Offering.

Item 9.01. Financial Statements and Exhibits.




Exhibits



  1.1      Underwriting Agreement, dated June 7, 2021, by and among Keurig Dr
         Pepper Inc., Mondel?z International Holdings LLC, and Goldman Sachs & Co.
         LLC.

104      Cover Page Interactive Data File (the cover page XBRL tags are embedded
         within the Inline XBRL document)




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