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Current report (Form 8-K) · Jun 11, 2026 · Financial statements
EX-99.1 · EX-99.1 AUDITED FINANCIAL STATEMENTS OF JDE PEET'S FY 2025 AND 2024
EX-99.1
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EX-99.1 · EX-99.1 AUDITED FINANCIAL STATEMENTS OF JDE PEET'S FY 2025 AND 2024 EX-99.1
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fy-jdexpeetsfs2025sxx_fi.htm
EX-99.1 AUDITED FINANCIAL STATEMENTS OF JDE PEET'S FY 2025 AND 2024
CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2025 JDE PEET’S N.V. CONSOLIDATED INCOME STATEMENT 3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 6 CONSOLIDATED STATEMENT OF CASH FLOWS 8 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 1. Description of business 9 1.1 Reporting entity 9 1.2 Use of critical accounting estimates and judgements 10 1.3 Changes in accounting standards 11 1.4 Basis of consolidation 11 1.5 Accounting policies, not attributable to a specific section 12 1.6 Update on the war in Ukraine 13 2 Group operating performance 15 2.1 Segment information 15 2.2 Revenue 17 2.3 Expenses by nature 18 2.4 Earnings per share 19 3 Strategic investments and divestments 19 3.1 Business combinations 20 3.2 Goodwill and other intangible assets 21 3.3 Impairments of non-current assets 24 3.4 Property, plant and equipment 26 3.5 Assets and liabilities held for sale 28 4 Working capital 28 4.1 Inventories 29 4.2 Trade and other receivables 29 4.3 Trade and other payables 29 5 Capital structure 31 5.1 Shareholders’ equity 31 5.2 Borrowings 32 5.3 Cash and cash equivalents 36 5.4 Finance income and expense 36 6 Financial risk management 36 6.1 Financial risk factors 38 6.2 Market risk 39 6.3 Credit risk 41 6.4 Liquidity risk 41 6.5 Fair value estimation 43 6.6 Offsetting financial assets and financial liabilities 44 6.7 Derivative financial instruments 45 7 Governance 47 7.1 Share-based payments 47 7.2 Related-party transactions 54 8 Income taxes 56 9 Other disclosures 60 9.1 Post-employment and other long-term employee benefit plans 61 9.2 Provisions 64 9.3 Other non-current assets 66 9.4 Other non-current liabilities 66 9.5 Commitments and contingencies 67 9.6 Subsequent events 68 9.7 Legal entities 69 INDEPENDENT AUDITOR'S REPORT 70 2 TABLE OF CONTENTS
In EUR million, unless stated otherwise Note 2025 2024 Revenue 2.2 9,921 8,837 Cost of sales 2.3 (6,824) (5,580) Gross profit 3,097 3,257 Selling, general and administrative expenses1 2.3 (2,340) (2,201) Operating profit 757 1,056 Finance income 5.4 385 95 Finance expense 5.4 (164) (358) Share of net profit / (loss) of associates (2) (3) Profit before income taxes 976 790 Income tax expense 8 (173) (247) Profit for the period 803 543 ATTRIBUTABLE TO: Note 2025 2024 Owners of the Company 796 561 Non-controlling interest 7 (18) Profit for the period 803 543 Earnings per share: Basic earnings per share (in EUR) 2.4 1.64 1.15 Diluted earnings per share (in EUR) 2.4 1.61 1.13 The accompanying notes are an integral part of these financial statements. 3 1 Included in Selling, general and administrative expenses is an impairment charge / (release) on trade receivables in the amount of EUR 1 million (2024: EUR (3) million). Reference is made to note 4.2. CONSOLIDATED INCOME STATEMENT For the years ended 31 December 2025 and 31 December 2024 In EUR million Note 2025 2024 Profit for the period 803 543 Other comprehensive income / (loss), net of tax: Items that will not be reclassified to profit or loss – Retirement benefit obligation related items, net of tax 9.1 (5) 40 Items that may be subsequently reclassified to profit or loss – Foreign currency translation (109) (164) – Realisation foreign currency translation upon divestment (49) — – Net investment hedge — 4 – Effective portion of cash flow hedges - foreign exchange contracts 6 (54) 33 Other comprehensive income / (loss) (217) (87) Total comprehensive income / (loss) for the period 586 456 Attributable to: Owners of the Company 581 469 Non-controlling interest 5.1 5 (13) Total comprehensive income / (loss) for the period 586 456 The accompanying notes are an integral part of these financial statements. 4 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the years ended 31 December 2025 and 31 December 2024
In EUR million Assets Non-current assets: – Goodwill and other intangible assets 3.2 16,783 17,124 – Property, plant and equipment 3.4 1,787 1,859 – Deferred income tax assets 8 84 57 – Derivative financial instruments 6.7 11 95 – Retirement benefit asset 9.1 459 504 – Other non-current assets 9.3 53 54 19,177 19,693 Current assets: – Inventories 4.1 1,982 1,675 – Trade and other receivables 4.2 969 893 – Derivative financial instruments 6.7 109 160 – Income tax receivable 48 25 – Assets classified as held for sale 3.5 39 — – Cash and cash equivalents 5.3 1,807 1,264 4,954 4,017 Total assets 24,131 23,710 Note 2025 2024 Equity and liabilities Equity 2 – Share capital 5.1 5 5 – Share premium 9,661 9,661 – Treasury stock (82) — – Other reserves / (deficits) (623) (402) – Retained earnings 2,232 1,824 – Equity attributable to the owners of the Company 11,193 11,088 – Non-controlling interest 41 53 11,234 11,141 Non-current liabilities: – Borrowings 5.2 4,688 4,999 – Retirement benefit liabilities 9.1 133 165 – Deferred income tax liabilities 8 1,213 1,235 – Derivative financial instruments 6.7 35 24 – Provisions 9.2 40 27 – Other non-current liabilities 9.4 11 32 6,120 6,482 Current liabilities: – Borrowings 5.2 812 569 – Trade and other payables 4.3 5,532 5,111 – Income tax liability 61 72 – Liabilities classified as held for sale 3.5 9 — – Provisions 9.2 79 54 – Derivative financial instruments 6.7 284 281 6,777 6,087 Total equity and liabilities 24,131 23,710 Note 2025 2024 The accompanying notes are an integral part of these financial statements. 5 2 The authorised share capital amounts to EUR 20,000,000, consisting of 2,000,000,000 shares, and is divided into 1,000,000,000 ordinary shares with a nominal value of EUR 0.01 each and 1,000,000,000 preference shares with a nominal value of EUR 0.01 each. At 31 December 2025, 484,486,123 ordinary shares were issued and outstanding (2024: 488,178,642 ordinary shares). No preference shares were outstanding at 31 December 2025 and 31 December 2024. CONSOLIDATED STATEMENT OF FINANCIAL POSITION For the years ended 31 December 2025 and 31 December 2024 In EUR million Share capital Share premium Treasury stock Retirement benefit obligation- related Items Currency translation reserve Cash flow hedge reserve Total other compre- hensive income Share-based payments reserve Other reserves / (deficit) Retained earnings Total equity attributable to the owners of the Company Non- controlling interest Total equity Balance at 31 December 2023 5 9,647 (38) 254 (701) 10 (437) 91 (346) 1,767 11,035 80 11,115 Application of hyperinflationary accounting — — — — 50 — 50 — 50 — 50 12 62 Balance at 1 January 2024 5 9,647 (38) 254 (651) 10 (387) 91 (296) 1,767 11,085 92 11,177 – Profit for the period — — — — — — — — — 561 561 (18) 543 – Retirement benefit obligation related items, net of tax — — — 40 — — 40 — 40 — 40 — 40 – Foreign currency translation — — — 11 (178) — (167) (2) (169) — (169) 5 (164) – Effective portion of cash flow hedges - foreign exchange contracts — — — — — 33 33 — 33 — 33 — 33 – Net investment hedge — — — — 4 — 4 — 4 — 4 — 4 Total Comprehensive Income / (Loss) — — — 51 (174) 33 (90) (2) (92) 561 469 (13) 456 – Common control transaction — — — — — — — — — (163) (163) — (163) – Share-based payment transactions — — — — — — — (14) (14) 6 (8) — (8) – Dividends — — — — — — — — — (341) (341) (2) (343) – Release of treasury shares — — 38 — — — — — — (11) 27 — 27 – Issuance of shares — 14 — — — — — — — — 14 — 14 – Other transactions with shareholders — — — — — — — — — 5 5 (24) (19) Balance at 31 December 2024 5 9,661 — 305 (825) 43 (477) 75 (402) 1,824 11,088 53 11,141 6 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the years ended 31 December 2025 and 31 December 2024
In EUR million Share capital Share premium Treasury stock Retirement benefit obligation- related Items Currency translation reserve Cash flow hedge reserve Total other compre- hensive income Share-based payments reserve Other reserves / (deficit) Retained earnings Total equity attributable to the owners of the Company Non- controlling interest Total equity Balance at 31 December 2024 5 9,661 — 305 (825) 43 (477) 75 (402) 1,824 11,088 53 11,141 Application of hyperinflationary accounting — — — — (9) — (9) — (9) — (9) (1) (10) Balance at 1 January 2025 5 9,661 — 305 (834) 43 (486) 75 (411) 1,824 11,079 52 11,131 – Profit for the period — — — — — — — — — 796 796 7 803 – Retirement benefit obligation related items, net of tax — — — (5) — — (5) — (5) — (5) — (5) – Realisation of foreign currency translation upon divestment — — — — (49) — (49) — (49) — (49) — (49) – Foreign currency translation — — — (14) (92) — (106) (1) (107) — (107) (2) (109) – Effective portion of cash flow hedges - foreign exchange contracts — — — — — (54) (54) — (54) — (54) — (54) Total Comprehensive Income / (Loss) — — — (19) (141) (54) (214) (1) (215) 796 581 5 586 – Share buy-back transaction — — (122) — — — — — — — (122) — (122) – Share-based payment transactions — — — — — — — (6) (6) 7 1 — 1 – Dividends — — — — — — — — — (354) (354) (2) (356) – Release of treasury shares — — 40 — — — — — — 4 44 — 44 – Other transactions with shareholders — — — — 9 — 9 — 9 (45) (36) (14) (50) Balance at 31 December 2025 5 9,661 (82) 286 (966) (11) (691) 68 (623) 2,232 11,193 41 11,234 During the Annual General Meeting of Shareholders on 19 June 2025, a dividend of EUR 0.73 per share was approved, payable in two instalments of which the first of EUR 0.37 was paid on 11 July 2025 and the second of EUR 0.36 is payable on 23 January 2026. The dividend payable at 31 December 2025 amounted to EUR 175 million, which was recognised within Trade and other payables. No dividends in a currency other than EUR were declared nor distributed. The accompanying notes are an integral part of these financial statements. 7 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) In EUR million Profit for the period 803 543 Adjustments for: – Depreciation, amortisation and impairments 3.4, 3.2 443 457 – Defined benefit pension expense 9.1 (13) (6) – Share-based payments 7.1 98 17 – (Gain) / loss on sale of property, plant, equipment and intangible assets 12 16 – (Gain) / loss on disposal of business 28 — – Income tax expense 8 173 247 – Interest income on bank accounts and other 5.4 (66) (83) – Interest expense 5.4 142 147 – Provision charges 9.2 73 4 – Derivative financial instruments 97 (136) – Foreign exchange (gains) / losses 5.4 (408) 208 – Other (3) (5) Changes in operating assets and liabilities: – Inventories 4.1 (349) (363) – Trade and other receivables 4.2 (144) (107) – Trade and other payables3 4.3 448 742 Pension payments 9.1 (8) (9) Payments of provisions 9.2 (27) (44) Realised foreign exchange (gains) / losses 362 (158) Receipts from / (payments to) derivative financial instruments (16) 116 Income tax payments (214) (212) Net cash provided by operating activities 1,431 1,374 Note 2025 2024 Cash flows from investing activities: Purchases of property, plant and equipment 3.4 (286) (296) Purchases of intangibles 3.2 (15) (34) Proceeds from sale of property, plant, equipment and other assets 6 2 Proceeds from disposal of subsidiary 28 — Acquisition of businesses, net of cash acquired 3.1 — (682) Acquisition of businesses from related parties, net of cash acquired 3.1, 7.2 — (245) Loans provided 7.2 (5) (2) Interest received 67 83 Other investing activities 2 (6) Net cash used in investing activities (203) (1,180) Cash flows from financing activities: Additions to borrowings 5.2 651 62 Repayments from borrowings 5.2 (642) (606) Share buyback transaction (122) — Receipts from / (payments to) derivative financial instruments (3) (5) Dividend paid to shareholders 5.1 (354) (341) Interest paid (125) (88) Investments / (divestments) by non-controlling shareholders (28) 13 Other financing activities (12) (14) Net cash used in financing activities (635) (979) Net increase / (decrease) in cash and cash equivalents 593 (785) Cash and cash equivalents – at the start of period 1,264 2,048 Effect of exchange rate changes on cash (47) (3) Net increase/(decrease) cash classified as held for sale (3) — Adjustment for hyperinflationary accounting — 4 Cash and cash equivalents at 31 December4 5.3 1,807 1,264 Note 2025 2024 The accompanying notes are an integral part of these financial statements. 8 3 At 31 December 2025 and 2024, all payables subject to supply chain financing arrangements are presented as part of trade and other payable (see note 4.3). There were no material non-cash changes in these liabilities. 4 Cash and cash equivalents include restricted cash of EUR 25 million at 31 December 2025 (31 December 2024: EUR 25 million). The restricted cash is primarily related to the cash collateral required for the coffee futures. CONSOLIDATED STATEMENT OF CASH FLOWS For the years ended 31 December 2025 and 31 December 2024
1. DESCRIPTION OF BUSINESS Taking into account the characteristics of JDE Peet's business and business model, the notes to the financial statements have been grouped into nine thematic sections rather than in a consecutive order based on line-items in the consolidated primary statements. Each note in a section starts with material accounting policy information, if applicable, as well as the critical accounting estimates and judgements made. This section contains the disclosures relevant for understanding the basis of preparation of the consolidated financial statements: 1. Reporting entity 2. Use of critical accounting estimates and judgements 3. Changes in accounting standards 4. Basis of consolidation 5. Material policy information, not attributable to a specific section 6. Update on the war in Ukraine 1.1 REPORTING ENTITY JDE Peet’s N.V. (the “Company” or together with its subsidiaries “JDE Peet's”) is a public limited liability company under the laws of the Netherlands. The Company was incorporated on 21 November 2018 and is a public company (naamloze vennootschap, N.V.) listed on Euronext Amsterdam. The Company's main direct shareholder is Acorn Holdings B.V. (Acorn) which is fully owned by a Joh. A. Benckiser-led investor group (JAB). The shares held by Mondelēz International Inc. on 31 December 2023 were sold to JAB on 29 November 2024. The Company is headquartered in the Netherlands, the registered office of the Company is Oosterdoksstraat 80, 1011 DK in Amsterdam, the Netherlands (Company registration number: 73160377). The consolidated financial statements for the year ended 31 December 2025 include the financial information of the Company and its subsidiaries. These consolidated financial statements were authorised for issuance on 3 March 2026 by the Board of Directors of the Company. Activities of JDE Peet's JDE Peet’s is the world’s leading pure-play coffee company, with a presence in more than 100 markets. Guided by our ‘Reignite the Amazing’ strategy, we are focused on brand-led growth across three big bets: Peet’s, L’OR, and Jacobs, alongside a collection of 9 local icons. In 2025, JDE Peet’s generated total sales of EUR 9.9 billion and employed a global workforce of more than 21,000 employees. JDE Peet's sells its full range of products through a multi-channel distribution model across the CPG, Out-of-Home, retail and online channels to meet customer and consumer needs, as follows: • CPG5 – JDE Peet’s principal products are multi-serve coffee, roast and ground single-serve and double-shot coffee capsules, whole beans, pads and pods, instant pure and instant mixes, a variety of tea products and ready-to-drink coffee beverages. JDE Peet's sells these products primarily to supermarkets and, in certain markets, through retail buying groups comprised of supermarket retailers or shared-services supply chain centres. • Out-of-Home – JDE Peet's offers a comprehensive range of professional beverage solutions, including coffee, tea, and complementary coffee systems. Our portfolio features proprietary liquid coffee concentrate technology, multi- serve coffee formats, roast and ground single-serve capsules and pads, whole beans, instant coffee, and ready-to- drink coffee. Its customers include businesses, such as hotels, hospitals, restaurants, cruise liners and retirement homes, as well as distributors for distribution to the customer. • Retail – JDE Peet's operates coffee stores through which it sells whole bean coffee, tea and other beverages and related items, such as pastries. At 31 December 2025, JDE Peet's operated Peet’s coffee stores primarily located across the United States but also in China, OldTown coffee stores located in Malaysia, Singapore, Indonesia and Hong Kong, 12Oz coffee stores located in Italy and Campos stores located in Australia. Through its coffee stores, JDE Peet's seeks to facilitate the sale of fresh whole bean coffee and to encourage customer trial of its coffee through coffee beverages. • Online – JDE Peet's sells its coffee & tea online through its own e-commerce marketplaces, such as the L’OR and Peet’s marketplaces, and third-party e-commerce marketplaces. Basis of Preparation The Company prepared these consolidated financial statements in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (IASB). 9 5 CPG is an abbreviation for Consumer Packaged Goods NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended 31 December 2025 and 31 December 2024 The consolidated financial statements have been prepared on a going concern basis as Management considers that adequate resources exist for the Company to continue in operational existence for a period of not less than 12 months from the date of this report. In reaching this conclusion, Management has also considered the implications in a going concern context of the intended acquisition by Keurig Dr Pepper ("KDP") which is expected to take place in the second quarter of 2026. Management believes that the proposed combination with Keurig Dr Pepper is an attractive opportunity to accelerate the realisation of shareholder value through the establishment of the world’s #1 pure-play coffee company. Upon completion of the transaction, the Company anticipates that several events will or may occur which could have a material impact on its financial position as disclosed in note 9.6 Subsequent Events resulting from the change of control and the assessment to maintain Investment Grade ratings. On that basis, Management believes this supports its going concern assessment, in the event the combination proceeds. For the purpose of these financial statements, the results and financial position of JDE Peet's are measured in euros, its presentation currency. Segmentation For purposes of these consolidated financial statements, segmentation is based on how the chief operating decision maker (CODM) reviews the performance of the business and allocates resources, as further disclosed in the segmentation disclosure note. 1.2 USE OF CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS In the application of the accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that effect the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Critical Accounting Estimates, Judgements and Assumptions—The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have the most significant effect on the amounts recognised in the financial statements. Reference Particular area involving significant estimates and judgements 1.6 Update on the war in Ukraine Assessment whether control as defined under IFRS 10 exists in relation to the operations in Russia. 2.2 Revenue Estimating sales incentives, sales returns and marketing accruals. 3.1 Business combinations Estimating the purchase price allocation including fair values of assets and (contingent) liabilities. 3.2/3.4 Goodwill and other intangible assets/Property, plant and equipment Judgements related to the expected useful lives of long-lived assets and the estimation of their recoverable amounts. 3.3 Impairment of non-current assets Key assumptions used in impairment testing such as cash flows and WACC. For further information, see note 3.3. 4.3 Trade and other payables Judgement is required to assess whether supplier financing arrangements contain characteristics of trade payables, borrowings or both. 6.7 Derivatives financial instruments Assumptions in relation to fair valuation of derivatives not traded in active markets. 8 Income taxes Recognition and measurement of current and deferred income tax positions, including the recoverability of tax losses carried forward and determination of contingent income tax liabilities requires significant judgement. 9.1 Post-employment and other long- term employee benefit plans Assumptions used in determination of pension assets, pension liabilities, commitments and pension costs such as discount rates, indexation and inflation. 9.2 Restructuring, legal and other provisions Estimating the likelihood and timing of potential cash flows relating to claims, litigations and restructuring. Climate change and nature related risks JDE Peet's has assessed the impact of climate change, including transitional and physical risks related to climate change and nature-related risks and concluded that climate and nature risks do not have a material impact on the consolidated financial statements. Consideration of the financial impact of climate risk is included in the relevant disclosure notes of the financial statements. JDE Peet's reviewed the significant accounting estimates and judgements, including the impact on indications for impairments (note 3.3), provisions (note 9.2) and contingencies (note 9.5). This review did not lead to significant changes in these accounting estimates and judgements. 10
1.3 CHANGES IN ACCOUNTING STANDARDS New standards, amendments and interpretations effective on or after 1 January 2025 The Company has applied the following IFRS Accounting Standards and Amendments for the first time for the annual reporting period commencing 1 January 2025: Amendments to IAS 21 - Lack of Exchangeability JDE Peet's has adopted the amendments to IAS 21 regarding the lack of exchangeability on foreign currencies. No changes were made to prior or current periods. New IFRS Accounting Standards, Amendments and IFRIC® Interpretations issued, but not effective for the year ended 31 December 2025 and not Early Adopted The following new IFRS Accounting Standards and IFRIC Interpretations effective for accounting periods beginning on or after1 January 2026, are not expected to have a significant impact on the financial statements of JDE Peet's, except if indicated below: • Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an investor and its associate or joint venture • Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments • Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity • IFRS 19 - Subsidiaries without Public Accountability: Disclosures • Annual Improvements to IFRS Accounting Standards Volume 11 - Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements, and IAS 7 Statement of Cash Flows IFRS 18 - Presentation and Disclosures in Financial Statements IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB® has made minor amendments to IAS 7 and IAS 33 Earnings per Share. IFRS 18 introduces new requirements to: • Present specified categories and defined subtotals in the statement of profit or loss, including a new subtotal defined as operating profit. The new operating profit subtotal will be used as a starting point for the statement of cash flows • Provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements • Improve aggregation and disaggregation. An entity is required to apply IFRS 18 for annual reporting periods beginning on, or after, 1 January 2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective application with specific transition provisions. JDE Peet's anticipate that the application of these amendments will have impact on the consolidated financial statements in future periods. The Company has reviewed the impact of IFRS 18 and will adjust the accounting practices and financial reporting processes to comply with the standard which will be effective for annual reporting periods beginning on or after 1 January 2027,and is to be applied retrospectively for the comparative period. IFRS 18 will have impact on the entity's presentation in the consolidated income statement, statement of cash flows and the additional disclosures required for MPMs. At the moment, the Company is still in the process of evaluating the impact of IFRS 18, also given the intended acquisition by KDP, and cannot yet reliably estimate the monetary impact of reclassifications in the consolidated income statement and other schedules. 1.4 BASIS OF CONSOLIDATION The financial statements include the accounts of all subsidiaries in which the Company, directly or indirectly, has a controlling interest and associates. Subsidiaries—Subsidiaries are all entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Intergroup transactions, balances and unrealised gains and losses on transactions between companies within JDE Peet's are eliminated upon consolidation. Investments in associates—Associates are entities over which the Company has the ability to exercise significant influence but does not control. Generally, significant influence is presumed to exist when JDE Peet's holds 20% to 50% of the voting rights in an entity. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. JDE Peet's distinguishes between strategically important joint ventures and associates 11 and other joint ventures and associates. The share of strategically important joint ventures’ and associated companies’ result is disclosed separately within operating profit. The result from other joint ventures’ and associates is reported below operating profit. 1.5 MATERIAL ACCOUNTING POLICY INFORMATION, NOT ATTRIBUTABLE TO A SPECIFIC SECTION Leases - As lessee JDE Peet's leases various offices, warehouses, coffee stores, equipment and vehicles. Contracts may contain both lease and non-lease components. JDE Peet's has elected not to separate lease and non-lease components and instead accounts for these as a single lease component (gross approach). Leases are recognised and presented as right-of-use assets (within property, plant and equipment) with corresponding liabilities at the date at which the leased asset is available for use by JDE Peet's. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • Fixed payments (including in-substance fixed payments), less any lease incentives receivable • Variable lease payment that are based on an index or a rate, initially measured using the index or rate at the commencement date. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases within JDE Peet's, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, JDE Peet's, where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received. JDE Peet's is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments, based on an index or rate, take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Right-of-use assets are measured at cost comprising the following: • The amount of the initial measurement of lease liability • Any lease payments made at or before the commencement date less any lease incentives received • Any initial direct costs • Restoration costs. Right-of-use assets are generally depreciated over the shorter of the asset's estimated useful life and the lease term on a straight-line basis. If JDE Peet's is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s estimated useful life. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. Extension and termination options are included in a number of property and equipment leases across JDE Peet's. These are used to maximise operational flexibility in terms of managing the assets used in its operations. The majority of extension and termination options held are exercisable only by JDE Peet's and not by the respective lessor. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). 12
Exchange rates used in financial statements The following exchange rates are the most relevant in the financial statements: Currency 2025 2024 U.S. dollar Opening rate 0.966 0.906 Average 0.887 0.924 Ending rate 0.851 0.966 Brazilian real Opening rate 0.157 0.187 Average 0.159 0.172 Ending rate 0.155 0.157 Russian ruble Opening rate 0.009 0.010 Average 0.011 0.010 Ending rate 0.011 0.009 Pound Sterling Opening rate 1.209 1.153 Average 1.168 1.181 Ending rate 1.147 1.209 Australian dollar Opening rate 0.598 0.617 Average 0.572 0.610 Ending rate 0.568 0.598 Singapore dollar Opening rate 0.707 0.686 Average 0.678 0.692 Ending rate 0.662 0.707 IAS 29 Financial Reporting in Hyperinflationary Economies Under IAS 29 Financial Reporting in Hyperinflationary Economies, non-monetary assets and liabilities stated at historical cost, equity and income statements of subsidiaries operating in hyperinflationary economies, are restated for changes in the general purchasing power of the local currency, applying a general price index. These remeasured accounts are used for conversion into euro at the period closing exchange rate. As a result, the balance sheet and net results of subsidiaries operating in hyperinflation economies are stated in terms of the measuring unit current at the end of the reporting period. JDE Peet's applied IAS 29 to its businesses in the Republic of Turkiye from the year ended 31 December 2022 through the sale of the subsidiary in 2025. The following Turkish consumer price indices were used: Consumer Price Index 1 January 2024 1,859.38 31 December 2024 / 1 January 2025 2,684.55 Any net monetary gain or loss is recognised as part of the finance expense (see note 5.4). In 2025, the loss amounted to EUR 2 million (2024: EUR 15 million). 1.6 UPDATE ON THE WAR IN UKRAINE JDE Peet's continuously monitors developments related to the war in Ukraine. Since the start of the conflict, the first priority has been, and continues to be, the safety and well-being of its employees in the region. In addition, JDE Peet's has continued to monitor EU and other applicable sanctions. Since the start of the war in Ukraine, the Company has not authorised new capital investments to increase factory capacity or expansion, and all cash dividend payments from the Russian business were cancelled. JDE Peet’s has discontinued investments in advertising and promotion of its international brands in Russia. The factory based in Russia produces primarily on a local-for-local basis. Since the start of the war, the Company has sought to ensure that its business in Russia is operated as a stand-alone business to the greatest extent reasonably possible. JDE Peet’s business in Russia contributed approximately 6% (2024: 6%) to the Company's total revenues and comprises approximately 2% (2024: 1%) of total assets in 2025. Triggered by its stand-alone business operation and changing (sanction) regulations, JDE Peet's continued to assess whether it retained control over its Russian operations in accordance with IFRS 10 and concluded that it continued to have control over its Russian operations at 31 December 2025. 13 Key accounting estimate and judgment - JDE Peet's continued to assess whether it retained control over its Russian operations in accordance with IFRS 10. The assessment considered whether JDE Peet’s remains to have (1) power over the local business, (2) exposure or rights to variable returns from its involvement with the local business, and (3) the ability to use its power over the local business to affect returns. Based on the review of the aforementioned three key drivers, and although the Russian business operates as a stand-alone business to the greatest extent reasonably possible and sanction restrictions made doing business in Russia significantly more complex, JDE Peet’s concluded that it continued to have control over its Russian operations at 31 December 2025. Internal events and external circumstances occurring in Ukraine and Russia may result in indications for impairment. JDE Peet's frequently reviews the valuation of its assets in Russia and Ukraine, including an evaluation of the uncertainties resulting from the war on goodwill and other intangible assets of the wider LARMEA segment which it is part of. As part of the annual impairment testing of indefinite useful life assets, the increased risk of operating in Russia was considered in the WACC applied to cash flows originating from the Russian business, thereby impacting the recoverable value of related assets. In addition, the fixed assets owned by JDE Peet’s in the Russian and Ukrainian markets were assessed, which has not led to additional impairments in 2025 and 2024. At 31 December 2025 and throughout the year, assessments were made regarding the appropriate operating model for the Russian local market and how the changing circumstances affect related accounting judgements and disclosures. The outcomes of these assessments were incorporated accordingly in these financial statements. Furthermore, there are material exchange restrictions or controls related to the local currency (RUB), imposing difficulties on upstreaming of dividends or transferring funds. In 2024, JDE Peet’s obtained a license from the Dutch competent authorities under article 5n, paragraph 10 of EU Council Regulation No 833/2014. This license among other things, authorises JDE Peet’s (including certain of its subsidiaries in the Netherlands) to continue providing services described in Article 5n of EU Council Regulation No 833/2014 to its Russian subsidiary. JDE Peet’s has obtained renewals of this license, and the latest renewal is valid until 31 January 2027. In the event that future license renewals are not granted, JDE Peet’s assessment regarding control over its Russian subsidiary could be materially impacted. 14
2. GROUP OPERATING PERFORMANCE 2.1 SEGMENT INFORMATION Basis of Segmentation The Group’s operating segments are determined based on the internal reporting provided to the Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer. The operating segments are: • Europe (excluding Eastern Europe) • LARMEA (Latin America, United States, Middle East, Eastern Europe and Africa) • APAC (Asia-Pacific) • Peet’s (primarily United States and China) The operating segments are mainly separated based on geographical locations and, in the case of Peet's, different business model. None of the operating segments are aggregated as each segment has distinct economic characteristics. The accounting policies of the Group have been consistently applied to the segments. Products and Services Europe, LARMEA, and APAC primarily offer roast and ground coffee (multi-serve and single-serve), coffee pads and capsules, instant coffee, and tea, to specified geographical areas. The offering also includes Out-of-Home activities, providing hot beverage solutions and related services to businesses and institutions. Peet’s offers whole bean coffee, beverages, tea, and related products through retail, e-commerce, and licensed stores and operates a different business model from other JDE Peet’s brands. Further details on product groups are included in note 1.1. Measurement of Segment Results The CODM allocates resources and assesses segment performance using Segment Adjusted EBIT, which represents segment profit for the period before finance income and expense, income tax, and share of net result of associates, adjusted for items that are not considered part of normal operating activities. These adjustments, referred to as ‘unusual costs’, are applied consistently across segments and aim to provide a clearer view of underlying performance by excluding non-recurring income and/or cost, as well as items have an unusual nature from perspective of the operating segment, or are not within the control of the operating segment. These include: • ERP System Implementation Costs - Incremental expenses incurred to implement and upgrade enterprise resource planning systems, including order, billing, payroll, and financial modules. • Transformation Activities and Corporate Actions - This includes (reversals of) impairments of property, plant and equipment and costs to restructure (transform) the operations to improve efficiency over the long-term and related to strategic initiatives such as factory closures, changes in manufacturing footprint, and organizational redesign. • Share-Based Payment Expense - Compensation costs that fluctuate based on market conditions and other factors, creating volatility that does not reflect underlying operational trends and are outside of JDE Peet’s control. • Mark-to-Market Adjustments - Unrealised and realised gains or losses on commodity derivatives used for economic hedging of input costs. These adjustments are excluded to reduce volatility caused by market forces, which are outside of JDE Peet’s control. Unrealised mark-to-market adjustments relate to results on green coffee futures and other commodity derivative instruments for which JDE Peet's has not yet sold the underlying commodity. These results are excluded when calculating Segment Adjusted EBIT. Upon the subsequent sale of the underlying commodity to customers, the realised mark-to-market adjustments are recognised in Segment Adjusted EBIT. • Merger and Acquisition-Related Items - Costs incurred during acquisitions and integrations, including legal and consulting fees, amortization of acquired intangibles, fair value adjustments, and divestment-related expenses. Furthermore, this category includes impairments of intangible assets recognised or remeasured as part of purchase price allocations. In general, Segment Adjusted EBIT includes directly attributable items that are part of daily operations. 'Unallocated' is comprised of revenues and expenses that are not earned or incurred through the operating segments, such as, other revenue, head office costs and intersegment eliminations. Segment Adjusted EBIT includes intercompany transactions, but these are eliminated within “Unallocated”. Apart from Segment revenue and Segment Adjusted EBIT no other segment components of profit and loss, assets or liabilities are reported to the CODM. 15 Reconciliation to Consolidated Totals Revenue (in EUR million): 2025 2024 Europe 5,115 4,717 LARMEA 2,638 2,030 Peet’s 1,298 1,257 APAC 834 796 Total reportable segments 9,885 8,800 Unallocated 36 37 Total 9,921 8,837 The total of Segment Adjusted EBIT is reconciled to Profit before income taxes as follows (in EUR million): 2025 2024 Europe 993 1,041 LARMEA 321 223 Peet’s 141 184 APAC 137 143 Total of Segment Adjusted EBIT 1,592 1,591 Unallocated (297) (314) ERP system implementation (22) (16) Transformation activities and corporate actions6 (223) (60) Share-based payment expense (100) (17) Mark-to-market results 2 4 Amortisation acquired intangible assets and M&A/Deal costs7 (195) (132) Finance income 385 95 Finance expense (164) (358) Share of net profit / (loss) of associates (2) (3) Profit before income taxes 976 790 Segment Adjusted EBIT includes the following amounts of depreciation and amortisation expenses (in EUR million): 2025 2024 Europe 133 133 LARMEA 37 34 Peet’s 77 84 APAC 25 31 Total reportable segments 272 282 Unallocated 25 28 Total 297 310 Entity-wide disclosures: The total revenue from external customers, broken down by the location of the selling entity is shown in the following table (in percentages of total revenue): 2025 2024 Brazil 14% 11% United States 12% 13% France 12% 12% Germany 8% 9% Netherlands 7% 9% Rest of world8 47% 46% Total revenue 100% 100% No single customer amounted to 10% or more of JDE Peet's revenue in either 2025 or 2024. 16 6 Impairments and expenses for several cost-saving initiatives were included in 2025 and 2024. See also notes 3.4 and 9.2. 7 This includes amortisation and impairments for an amount of EUR 91 million (2024: EUR 120 million) related to intangible assets recognised or remeasured as part of purchase price allocations. 8 There is no individual country material to be disclosed separately.
2.2 REVENUE Revenue recognition—JDE Peet's recognises revenue in accordance with the five-step model introduced by IFRS 15. Revenue is measured based on the consideration to which it expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. JDE Peet's recognises sales when the control is transferred and the performance obligation is satisfied and when specific criteria have been met for each of the activities as described below. Revenue is recognised when the goods and services are delivered at a point in time or over time, depending on the nature of transaction. Sales of goods are typically recognised at a point in time, where the revenue related to the Out-of-Home customer can be recognised at a point in time or over time. Revenue taxes collected from customers are excluded from revenue and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. JDE Peet's bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Contracts with Out-of-Home customers—Contracts with Out-of-Home customers may include multiple element arrangements where performance obligations include both the delivery of products and the lease or sale of coffee equipment. In some instances, the coffee equipment is provided for free, but the customer agrees to purchase and use JDE Peet's products. Such contracts may be inclusive of free maintenance of the coffee equipment for a specific period. In such situations, JDE Peet's separates the sales transaction into the identifiable performance obligations in order to reflect the substance of the transaction based on the stand-alone selling prices of these obligations. JDE Peet's assesses the stand-alone selling prices available for the individual components and allocates the revenue of the total transaction in accordance with IFRS 15 Revenue from Contracts with Customers. Revenue derived from a sale of coffee equipment is recognised at a point in time. Revenue derived from operating lease and maintenance contracts are recognised overtime, the duration of these contracts is between 1 to 5 years. Customer loyalty programmes—JDE Peet's has a customer loyalty programme in the Netherlands whereby consumers collect points (award credits) towards merchandise. The customer loyalty programme has separate performance obligations whereby the consumer is purchasing the products as well as the award credit. The revenue associated with the award credit is derived from the product stand-alone selling price and is deferred and recognised separately as a liability at the time of the initial sale. The estimation of this stand-alone selling price of the award credits includes consideration of the proportion of the awards expected to be redeemed. The contract liability is included in trade and other payables in the statement of financial position, is recognised at a point in time when fulfilled. In line with IAS 1, the customer loyalty programme's' contract liability is classified as current. Further information on the liability balances is provided in Note 4.3. JDE Peet's revenue consists of the following: • Product sales to third parties (coffee, tea, other food and beverage)—The conditions above are generally met when the control of the products of categories coffee, tea and other food and beverage is transferred to distributors, resellers or end customers. In particular, title usually transfers upon receipt of the product at the customers’ locations, or upon shipment, as determined by the specific sales terms of the transactions. Revenue from owned coffee stores are presented net of discounts and recognised at the point of sale for food and beverage products sold. • Services (lease revenue and maintenance fees)—JDE Peet's leases coffee machines as a service to certain of its Out-of-Home customers. Income from these leases is recognised in the income statement based on the policy for leases. In addition, maintenance fees are received related to its Out-of-Home machines, which are recognised on an accrual basis in accordance with the substance of the relevant agreements. Revenue from fixed-price contracts is generally recognised in the period that the maintenance services are rendered, using a straight-line basis over the term of the contract. Revenues described above are recognised for individual components and the revenue of the total transaction price is allocated to the individual components by reference to their stand-alone selling price. Trade allowances and product returns are estimated based on historical results taking into consideration the customer, transaction and specifics of each arrangement while also taken into account forward looking information. JDE Peet's provides a variety of sales incentives to resellers and consumers of its products, and the policies regarding the recognition and presentation of these incentives within the income statement are as follows. Included in revenue: • Discounts, coupons and rebates—The reduction of the transaction price of these non-volume-based incentives is recognised at a point in time at the later of the date at which the related sale is recognised or the date at which the incentive is offered. The cost of these incentives is estimated using a number of factors, including historical utilisation and redemption rates. These incentives are settled in cash and are included in the determination of sales. • Listing fees—Certain retailers require the payment of listing fees in order to provide space for JDE Peet's products on the retailer’s store shelves. These amounts are included in the transaction price. • Volume-based incentives—These incentives typically involve rebates or refunds of a specified amount of cash if the reseller reaches a specified level of sales, taking into account applicable competition laws. Under incentive programmes of this nature, the incentive is estimated and a portion of the incentive is allocated to reduce each underlying sales transaction with the customer overtime. 17 • Cooperative advertising—Under these arrangements, JDE Peet's agrees to reimburse the reseller for a portion of the costs incurred by the reseller to advertise and promote certain of its products. These expenses are inseparable from the revenue generated by product sales. As such, for the majority of cases the cost of cooperative advertising programmes are recognised as a reduction to the transaction price, unless the services are considered distinct which would result in the recognition of the costs as advertising costs. • Fixtures and racks—Store fixtures and racks are provided to retailers to display certain products of JDE Peet's. The costs of these fixtures and racks are recognised as a reduction of the transaction price as the costs are inherently linked to the sale of our products. Key accounting estimate and judgement—Revenue is recognised for individual performance obligations and the total transaction price is allocated to the individual components by reference to their stand-alone selling price. JDE Peet's estimates trade allowances and product returns based on credit risk characteristics of the customer, the days past due, the transaction and specifics of each arrangement. As described above, JDE Peet's has a variety of sales incentives, sales returns and marketing accruals. Measuring the fair value of these incentives requires, in many cases, estimating future customer utilisation, redemption rates and relative fair value. These incentives include coupons that have a prescribed value. Historical data for similar transactions is used in estimating the fair value of incentive programmes. These estimates are reviewed each period and adjusted based upon actual experience and other available information. Additionally, JDE Peet's has a significant number of trade incentive programmes and other factors outside of its control that impact the ultimate cost of these incentives. Any significant change in these estimates could potentially have a material impact on revenue and profits especially in areas where estimation uncertainty is higher. The total revenue broken down by products and services is shown in the following table (in EUR million): 2025 2024 Coffee 8,903 7,708 Tea 214 289 Other food and beverage 653 660 Services9 151 180 Total 9,921 8,837 The disaggregated revenue composition is consistent with the operating segment revenue. 2.3 EXPENSES BY NATURE Expenses—Expenses are recognised based on the accrual basis of accounting. This means that expenses are recognised when the product is received or the service is provided regardless of when cash outflow takes place. In relation to the expenses recognised in relation to depreciation, amortisation and impairments, reference is made to the specific accounting policy information as is included in notes 3.2 and 3.4. In relation to the costs as expensed in relation to inventory, reference is made to the specific accounting policy as is included in note 4.1. The aggregate of cost of sales and selling, general and administrative expenses is specified by nature as follows (in EUR million): Note 2025 2024 Cost of product10 5,974 4,718 Employee benefit expenses 1,340 1,255 Other selling, general and administrative expenses11 1,336 1,345 Depreciation, amortisation and impairment 3.2, 3.4 443 457 Restructuring and restructuring related expenses 71 6 Total 9,164 7,781 18 9 The "Services" category comprises lease income derived from the operational leasing of professional coffee machines to Out-of-Home customers. 10 Cost of product mainly consists of raw materials (green coffee beans, tea leaves and other materials) for 76% (2024: 68%), packaging 9% (2024: 11%), coffee taxes 2% (2024: 4%) and inbound freight 2% (2024: 2%). 11 Other selling, general and administrative expenses in the table above include costs for advertising and promotion, distribution, repairs, maintenance and utilities, as well as impairment charges on trade receivables, for which reference is made to note 4.2.
Employee benefit expense can be broken down as follows (in EUR million): 2025 2024 Wages and salaries 1,052 1,044 Social security charges 139 147 Pension costs 49 48 Share-based payments 100 16 Total 1,340 1,255 2.4 EARNINGS PER SHARE Basic earnings per share (EPS) is calculated by dividing the profit for the year attributable to the owners of the Company by the time-weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to the owners of the Company by the time-weighted average number of ordinary shares outstanding during the year adjusted for the time-weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. At both the level of the Company, and subsidiary level, there are share-based payment plans that should be considered in the earnings per share calculation. The share-based payments plans at the subsidiary level are taken into consideration in the determination of the profit attributable to owners of the Company. Participants receive listed shares in the Company upon vesting and the Company has the obligation to deliver the shares, diluting the shares of the Company. The conversion rates used in the earnings per share calculation are similar to the conversion rates used in the share-based payment calculations. For further details on the conversion rates and valuation techniques refer to note 7.1. The calculation of the basic and diluted earnings per share is based on the following data: 2025 2024 Earnings for the purposes of basic earnings per share being profit attributable to owners of the Company (in EUR million) 796 561 Number of shares Time-weighted average number of ordinary shares for the purposes of basic earnings per share 485,497,617 486,961,255 Adjustment for the calculation of diluted earnings per share: Share-based payment plans 9,109,420 7,732,384 Time-weighted average number of ordinary shares for the purposes of diluted earnings per share 494,607,037 494,693,639 Basic EPS (in EUR) 1.64 1.15 Diluted EPS (in EUR) 1.61 1.13 The total number of shares outstanding (excluding treasury shares) at 31 December 2025 was 484,486,123 (2024: 488,178,642). At 31 December 2025, the Company held 3,692,519 shares in Treasury Stock (2024: nil). 19 3. STRATEGIC INVESTMENTS AND DIVESTMENTS 3.1 BUSINESS COMBINATIONS JDE Peet's applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued and includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisitions where a sequence of transactions begins with JDE Peet's gaining control, followed by acquiring additional ownership interests shortly thereafter, typical in public offers where offers are made to a group of shareholders, are accounted for as a single transaction. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and (contingent) liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, with limited exceptions as allowed under IFRS 3. • Deferred tax assets and liabilities are recognised and measured at acquisition date in accordance with IAS 12. • Assets and liabilities related to employee benefit arrangements are recognised and measured at acquisition date in accordance with IAS 19. • Share-based payments arrangements are measured at acquisition date in accordance with IFRS 2. On an acquisition-by-acquisition basis, JDE Peet's recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed is recognised as goodwill. To the extent applicable, any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree are added to consideration transferred for purposes of calculating goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the income statement. The reconciliation of the carrying amount of goodwill is included in note 3.2. Business Combinations under Common Control—A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination and the control is not transitory. JDE Peet's adopted accounting principles similar to the pooling-of-interest method. Under this method, the assets and liabilities of the acquired entity are recognised at the same book values as the ultimate parent entity’s consolidated financial statements (adjusted for the alignment of accounting policies and applicable GAAP applied by the companies involved). The difference, if any, between the carrying value of the net assets acquired and the consideration paid by the Group is recognised in Equity. Key accounting estimate and judgement—The purchase price allocation includes fair values of assets and (contingent) liabilities that are based on information available at the time of determining those values. The valuation method of determining the fair value depends on the facts and circumstances relating to the specific asset and liability. Acquisitions during 2025 During 2025, there were no business combinations. Acquisitions during 2024 Caribou—On 26 March 2024, JDE Peet’s completed a long-term global license agreement to manufacture, market and sell Caribou consumer and foodservice coffee products, excluding Caribou coffeehouses, for a total consideration of EUR 245 million. These activities were carved-out into a separate legal entity, JDEP Blue Moon, Inc., of which all shares were transferred to JDE Peet's upon completion. The transaction provides JDE Peet’s a strong platform to expand its premium coffee portfolio in North America. Under the terms of the agreement, JDE Peet’s acquired Caribou’s roasting operations in Minneapolis, Minnesota. The two companies, JDE Peet’s and Caribou Coffee Operating Company, Inc, have also reached a long-term strategic arrangement under which JDE Peet’s will supply coffee products for sale in Caribou’s coffeehouses. The Caribou business was part of the JAB group of companies (see also note 7.2) and consequently the accounting method of a business combination under common control was applied. The difference between the purchase consideration and the book values of the acquired assets and liabilities amounted to EUR 163 million and was recognised in equity. Acquisition-related costs amounted to EUR 5 million. 20
The following table summarises the considerations paid and the book value of recognised assets and (contingent) liabilities at the acquisition date (in EUR million): Caribou Property, plant and equipment 10 Deferred tax assets 60 Inventories 7 Trade and other receivables 11 Other non-current financial liabilities (3) Trade and other payables (3) Net assets acquired 82 Consideration above net asset value - recognised in equity 163 Total consideration in cash for the acquisition 245 Cash considerations paid in 2024 245 Total consideration in cash for the acquisition 245 If Caribou would have been included in JDE Peet’s results an entire year (in the year of acquisition), the revenue and net loss would have been EUR 75 million and EUR (2) million, respectively. Maratá—On 4 January 2024, JDE Peet's completed the acquisition of all shares in the Brazilian coffee & tea business Indústrias Alimentícias Maratá Ltda (Maratá) from JAV Indústria de Alimentos Ltda for a total purchase consideration of EUR 682 million, net of cash acquired. The acquisition expands JDE Peet’s emerging markets presence. Maratá’s coffee & tea business is predominantly present in the northern part of Brazil through its long-standing and well-known brands Café Maratá and Chá Maratá. JDE Peet's applied the acquisition method to account for the Maratá business combination and included assets and liabilities at fair value in accordance with IFRS 3, with some minor exceptions as allowed under IFRS 3. Consequently, purchase price allocation of all identifiable assets and (contingent) liabilities acquired were performed. The purchase price allocation was finalised in the year 2024. Through contractual arrangements, Maratá is fully in control over the coffee & tea trademarks. The goodwill is recognised within the LARMEA segment and is attributable to synergies between JDE Peet’s and Maratá. The goodwill is deductible for tax purposes. Acquisition-related costs amounted to EUR 9 million. No changes to the initial valuation of the identifiable assets acquired or liabilities assumed were recognised. The assets and liabilities acquired in the transaction include the recognition of a contingent asset and contingent liabilities. It was agreed that JAV would indemnify JDE Brazil for any risks up to 15% of the initial purchase price, equivalent to approx. BRL 500 million (EUR 77 million at 31 December 2025 and EUR 78 million at 31 December 2024). The fair value of the risks are recognised as a provision and income tax payable, which were fully offset by an indemnification asset recognised within Trade and other receivables. The following table summarises the considerations paid and the fair values of assets and (contingent) liabilities acquired at the acquisition date (EUR million): Maratá Property, plant and equipment 30 Other non-current assets 2 Deferred tax assets 1 Inventories 29 Income tax receivable 6 Trade and other receivables 69 Non-current borrowings (1) Provisions (28) Other non-current liabilities (2) Trade and other payables (4) Income tax liability (5) Net assets acquired 97 Goodwill 399 Trademarks 186 Total consideration in cash for the acquisition 682 Cash consideration paid in 2024 682 Total consideration in cash for the acquisition 682 In 2024, Maratá contributed revenue of EUR 317 million and a net profit of EUR 38 million. 21 3.2 GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill—Goodwill represents the excess of the consideration transferred in an acquisition over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in goodwill and other intangible assets on the statement of financial position. To the extent applicable, any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree are added to consideration transferred for purposes of calculating goodwill. Goodwill is not amortised but is tested annually for impairment, or more frequently when events are identified which require an impairment test, and is carried at cost less accumulated impairment losses (see note 3.3). Trademarks and other identifiable intangible assets—The primary identifiable intangible assets of JDE Peet's are trademarks, brands and other identifiable intangible assets, being mainly customer relationships and technologies, that were acquired in business combinations. Trademarks, brands, customer relationships and technologies are recognised at fair value at acquisition date. The useful life of an intangible asset is assessed as being either finite or indefinite. An intangible asset is regarded as having an indefinite useful life when, based on all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. The term 'indefinite' does not mean 'infinite'. There is no expectation that the cash inflows generated by the asset will go on forever; instead there is no foreseeable point at which the cash inflows will cease. Trademarks with a finite useful life are based on such things as the years that this trademark is in place and cash inflows generated thus far. Trademarks, brands, customer relationships and technologies that have a definite useful life are tested when events are identified which require an impairment test. These intangibles are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of trademarks, brands, customer relationships and acquired technologies over their estimated useful lives. Software—Software is a separately acquired intangible asset, which is initially measured at cost. After initial recognition, software should be carried at its cost less any accumulated amortisation and any accumulated impairment losses. Software is amortised on a straight-line basis over their estimated useful lives. The estimated useful lives, which are reviewed annually and adjusted if appropriate and are presented as follows: Trademarks & brands 10 to 30 years, or indefinite Customer relationships 4 to 15 years Acquired technologies 7 to 20 years Software 1 to 8 years Other 5 to 12 years 22
The movements of the goodwill and other intangible assets are as follows (in EUR million): Goodwill Trademarks and brands Computer software Technologies Customer relationships Other intangible assets Total Balance at 1 January 2024 12,310 4,204 60 62 91 — 16,727 Acquisitions in business combinations 399 186 — — — — 585 Capital expenditures — — 25 — — 9 34 Foreign currency translation (68) (11) 1 — 1 — (77) Amortisation expense — (57) (20) (14) (20) (1) (112) Impairments — (31) — — — — (31) Other — (2) — — — — (2) Balance at 31 December 2024 12,641 4,289 66 48 72 8 17,124 Cost 12,641 5,103 235 196 304 30 18,509 Accumulated amortisation — (814) (169) (148) (232) (22) (1,385) Balance at 31 December 2024 12,641 4,289 66 48 72 8 17,124 Application of hyperinflationary accounting (2) — — — — — (2) Balance at 1 January 2025 12,639 4,289 66 48 72 8 17,122 Capital expenditures — — 9 — — 6 15 Foreign currency translation (145) (45) (2) — (2) — (194) Impairments — (1) (1) — — — (2) Amortisation expense — (64) (19) (13) (18) — (114) Other12 (46) 1 8 — — (7) (44) Balance at 31 December 2025 12,448 4,180 61 35 52 7 16,783 Cost 12,448 5,014 233 196 282 19 18,192 Accumulated amortisation — (834) (172) (161) (230) (12) (1,409) Balance at 31 December 2025 12,448 4,180 61 35 52 7 16,783 23 12 Included in the "Other" category under Goodwill is EUR 43 million in relation to the divestment of activities in Turkey. Under Other Intangible assets an amount of EUR 5 million was transferred to assets held for sale. Amortisation expense is included in the income statement as follows (in EUR million): 2025 2024 Cost of sales (5) (2) Selling, general and administrative expenses (109) (110) Total (114) (112) At 31 December, the principal acquired brands, all of which are regarded as having indefinite useful economic lives, are as follows (in EUR million): 2025 2024 JACOBS 1,048 1,048 Douwe Egberts 668 668 Kenco 412 412 Moccona 214 214 Peet's 182 206 Pickwick 175 175 Gevalia 134 134 Maxwell House 118 118 Pilão 11 12 Friele 40 40 Other brands 43 49 Total 3,045 3,076 3.3 IMPAIRMENT OF NON-CURRENT ASSETS Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. Assets that have an indefinite useful life, such as trademarks and brands, are not subject to amortisation and are tested at least annually for impairment or when events or circumstances indicate that the carrying amount may not be recoverable. When events or circumstances indicate that an individual asset is not recoverable the asset is tested on an individual basis. Goodwill is tested for impairment on the last day of the third quarter of the year, and whenever a significant event occurs or circumstances change that might reduce the recoverable amount of the goodwill. If the recoverable amount of a cash-generating unit (CGU) or a group of CGUs is less than its carrying amount, the impairment loss is first allocated to goodwill. Any remaining impairment loss is allocated to all remaining assets in the CGU or group of CGUs. Impairment losses on goodwill are not reversed. Goodwill is allocated to groups of CGUs for the purpose of impairment testing. The allocation is made to those groups of CGUs that are expected to benefit from the business combination in which the goodwill arose, identified consistent with the operating segment before any aggregation. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal (FVLCD) or value-in-use (VIU). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Non-financial assets, other than goodwill that is impaired, are reviewed for possible reversal of the impairment at each reporting date. Key accounting estimate and judgement—Determining whether goodwill is impaired requires an estimation of the VIU of the group of CGUs to which goodwill has been allocated. The VIU calculation requires management to estimate future cash flows expected to arise from the CGU and a suitable discount rate to calculate present value. If the actual future cash flows are less than expected, an impairment loss may arise. VIU is a valuation derived from the discounted future cash flows of the CGUs. Cash flow projections were made for 7 years, which were approved by the Board of Director of which 5 years were included in the cash flow forecast and of which the first year is aligned to the budget for the following year. The growth rates for the sixth year are based on the average of the fifth and seventh year. The cash flows after the 6-year period are extrapolated using a terminal growth rate equal to the inflation assumption to determine the terminal value. The coffee price growth per year is assumed to be the expected country-specific annual long-term inflation, which is based on external sources. A CGU-specific pre-tax Weighted-Average Cost of Capital (WACC) was applied. The cash flow projections in the impairment assessment include financial impacts in relation to executing the environmental strategy. 24
JDE Peet's reviews these estimates at least annually as of the date of each impairment test and believes them to be appropriate. However, changes in these estimates could change the outcomes of the impairment reviews and therefore affect future financial results, the effects of which would be recognised in the income statement, through operating profit. The carrying amount of goodwill at 31 December 2025 is EUR 12,448 million (2024: EUR 12,641 million) and indefinite life intangible assets EUR 3,045 million (2024: EUR 3,076 million). The movement over the year is explained by foreign currency translation adjustments. The share of carrying value of the indefinite lived brands over the segments is as follows: 2025 2024 Europe 80 % 79 % LARMEA 5 % 5 % Peet's 7 % 8 % APAC 8 % 8 % Total 100 % 100 % As part of the overall impairment test performed with the measurement date 30 September 2025, also the recoverability of the CGUs carrying these trademarks was assessed, concluding no impairments to be recognised. Goodwill is monitored by management at the operating segment level. The following is a summary of goodwill allocation for each operating segment at 31 December (in EUR million): 2025 2024 Europe 9,751 9,758 LARMEA 915 945 Peet's 687 779 APAC 1,095 1,159 Total 12,448 12,641 Key assumptions Key assumptions used in the calculation of the VIU are the EBITDA margin growth and the KDP bid, the discount rate applied to the projected cash flows and the terminal growth rate. The EBITDA margin growth is a combination of past experiences and JDE Peet's "Reignite the amazing" strategy by market, category and brand. The discount rate is the pre-tax rate WACC, which includes inputs of cost of equity (calculated using the risk-free rate, systematic market risk and risk premium) and cost of debt (yield to maturity on debt). The WACC includes an additional risk premium in relation to the realisation of the cash flow projections. The terminal growth rate is equal to the long-term annual inflation rate specific to the asset or CGU. The KDP bid price in current year is treated as indicative of the entity’s fair value and the segments’ total recoverable amounts are reconciled to that bid price. For some intangible assets, management expects to achieve growth driven by sales, marketing and distribution expertise, which is significantly in excess of the terminal growth rates for the applicable countries or regions. In these circumstances, the recoverable amount is calculated based on the following inputs: the annual growth rate of the country’s gross domestic product, aggregated with its inflation rate and adjusted according to the specific asset or CGU. The terminal growth rate is assumed equal to the long-term annual inflation rate of the country. For brands, the assumptions are based on a weighted-average taking into account the country or countries where sales are made. The key assumptions (pre-tax discount rates, terminal growth rates and EBITDA margin growth) used to calculate the VIU for impairment testing are included in the following table (in percentage): 2025 2024 Pre-tax discount rate Terminal growth rate EBITDA margin growth Pre-tax discount rate Terminal growth rate EBITDA margin growth Europe 8.3 - 12.5 % 1.6 % 0.1 % 9.5 - 14.9 % 1.6 % 1.4 % LARMEA 9.0 - 28.2 % 3.4 % (0.5) % 9.3 - 28.1 % 3.5 % 1.1 % Peet's 10.7 % 1.8 % (0.4) % 10.2 % 1.7 % (0.4) % APAC 8.8 - 9.4 % 1.7 % (0.9) % 10.5 - 10.9 % 1.7 % 0.7 % Sensitivity Management performed sensitivity analysis around the key assumptions. Management believes that no reasonable possible changes in key assumptions would cause, in isolation, the recoverable amount of the significant group of cash generating units to be less than the carrying value. 25 3.4 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is carried at historical cost, less accumulated depreciation and any impairment losses. The cost of purchased property, plant and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs including, for qualifying assets, capitalised borrowing costs and asset retirement obligations. Leasehold improvements and other property additions and improvements are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to JDE Peet's and the cost of the item can be measured reliably. The carrying amount of any replaced part is derecognised at the time it is disposed and charged to expense. All repair and maintenance costs are charged to expense as incurred. Property, plant and equipment is depreciated on a straight-line basis over the estimated useful lives of the assets, except land and assets under construction which are not depreciated. JDE Peet's believes that the wear and tear on each category of assets is spread evenly over the useful life. The estimated useful lives, which are reviewed annually and adjusted if appropriate, are presented as follows: Buildings and improvements up to 40 years Leasehold improvements 10 to 20 years Machinery and equipment up to 25 years The assets’ residual values are reviewed annually and adjusted, if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount of the assets and are recognised in the income statement within selling, general and administrative expenses. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Key accounting estimate and judgement—With respect to impairment of long lived assets, judgements are made related to the expected useful lives of long-lived assets and their ability to realise undiscounted cash flows in excess of the carrying amounts of such assets which are affected by factors such as the ongoing maintenance and improvements of the assets, changes in economic conditions and changes in operating performance. In assessing the remaining useful lives JDE Peet's concluded that there is no material impact from climate risk. The composition of property, plant and equipment is as follows (in EUR million): Note 2025 2024 Property, plant and equipment - owned assets 3.4.1 1,557 1,593 Right of use assets 3.4.2 230 266 Total 1,787 1,859 26
3.4.1 PROPERTY, PLANT AND EQUIPMENT - OWNED ASSETS The movements of the property, plant and equipment are as follows (in EUR million): Land and buildings Machinery and equipment Assets under construction Other Total Balance at 1 January 2024 426 824 211 14 1,475 Application of hyperinflationary accounting 44 — — — 44 Acquisitions in business combinations 13 23 1 — 37 Capital expenditures 11 103 181 1 296 Disposals/other (3) (16) (2) — (21) Impairment (16) (10) (3) — (29) Foreign currency translation (1) (16) (1) — (18) Depreciation expense (32) (164) — (3) (199) Transfers 53 96 (144) 3 8 Balance at 31 December 2024 495 840 243 15 1,593 Cost 903 2,265 243 64 3,475 Accumulated depreciation (408) (1,425) — (49) (1,882) Balance at 31 December 2024 495 840 243 15 1,593 Application of hyperinflationary accounting (6) — — — (6) Capital expenditures 11 87 187 1 286 Disposals/other (42) (14) (2) (1) (59) Impairment (10) (18) (21) — (49) Foreign currency translation (1) 5 — — 4 Depreciation expense (33) (161) — (2) (196) Transfers 15 117 (150) 2 (16) Balance at 31 December 2025 429 856 257 15 1,557 Cost 835 2,379 257 61 3,532 Accumulated depreciation (406) (1,523) — (46) (1,975) Balance at 31 December 2025 429 856 257 15 1,557 Assets under construction primarily relate to production lines and buildings. The impairment charge recognised in 2025 mainly related to the closure of the activities in a location in the United Kingdom, as well as the write-down of equipment at a production site in France. 3.4.2 RIGHT OF USE ASSETS The movements of the right-of-use assets are as follows (in EUR million): Right-of-use real estate Right-of-use vehicles Right-of-use other Total Balance at 1 January 2024 211 30 3 244 Acquisitions in business combinations 3 — — 3 Recognition right-of-use asset 66 25 1 92 Remeasurement/other (2) 4 — 2 Foreign currency translation 8 — 1 9 Depreciation expense (65) (18) (3) (86) Transfers 1 1 — 2 Balance at 31 December 2024 222 42 2 266 Cost 488 83 12 583 Accumulated depreciation (266) (41) (10) (317) Balance at 31 December 2024 222 42 2 266 Recognition right-of-use asset 40 20 6 66 Impairments (4) — — (4) Remeasurement/other (1) — (1) (2) Foreign currency translation (18) (2) — (20) Depreciation expense (56) (19) (3) (78) Transfers 1 1 — 2 Balance at 31 December 2025 184 42 4 230 Cost 456 84 16 556 Accumulated depreciation (272) (42) (12) (326) Balance at 31 December 2025 184 42 4 230 27 Depreciation expense included in the income statement for the period is as follows (in EUR million): 2025 2024 Cost of sales (195) (205) Selling, general and administrative expenses (79) (80) Total (274) (285) JDE Peet's leases various offices, warehouses, coffee stores, equipment and vehicles. Expenses for short-term leases, low value leases and variable lease payments amounted to EUR 19 million (2024: EUR 20 million) and were charged to the income statement. There are no significant lease commitments for leases not commenced at year-end. JDE Peet's incurred interest expenses on the lease liability of EUR 14 million (2024: EUR 11 million). For lease liabilities, refer to note 5.2. and for the contractual maturity analysis of lease liabilities refer to note 6.4. The total cash outflow for leases amounted to EUR 104 million (2024: EUR 111 million). 3.5 ASSETS AND LIABILITIES HELD FOR SALE Assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered primarily through a sale rather than through ongoing use. JDE Peet’s applies held for sale classification only when management is committed to the sale, the assets are ready for immediate sale in their present condition, are expected to be sold within 12 months, and the sale is considered highly probable. Non-current assets (and disposal groups) classified as held for sale are valued at the lower of their carrying amount and fair value less costs of disposal. Non-current assets held for sale are no longer depreciated. When equity-accounted investees meet the criteria to be classified as held for sale, equity accounting ceases at the time of reclassification. Where a disposal group includes a non-controlling interest, this interest continues to be presented within equity in accordance with IFRS 10. As part of the strategic changes introduced in 2025, the Company determined that certain business activities satisfy the requirements for classification as held for sale under IFRS 5. Consequently, the associated assets and liabilities were grouped together and reclassified on the statement of financial position as ‘assets held for sale’ and ‘liabilities held for sale.’ The carrying amounts of these assets and liabilities are EUR 39 million and EUR 9 million, respectively. The assets and liabilities include (in EUR million): 2025 Property, plant and equipment 11 Intangible assets 5 Inventory 14 Trade and other receivables 6 Cash and cash equivalents 3 Total assets held for sale 39 Provisions 1 Borrowings 1 Trade and other payables 6 Income tax liability 1 Total liabilities held for sale 9 In 2024, no assets or liabilities were classified as held for sale. 28
4. WORKING CAPITAL 4.1 INVENTORIES Inventories are stated at the lower of cost or net realisable value. Cost is determined by the first-in, first-out method and includes the impact of rebates, discounts and other cash consideration received from a vendor related to inventory purchases and the reclassification from equity of any gains or losses on qualifying cash flow hedges relating to purchases of raw material. The cost of finished goods and work in progress comprises package design costs, raw materials, direct labour, and other direct costs, including transportation costs incurred in bringing inventories to their location immediately prior to external sale, and condition and related production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses (i.e. less all estimated costs of completion and costs necessary to make the sale). In addition, inventories include coffee machines that have not yet been leased. The composition of inventories is as follows (in EUR million): 2025 2024 Raw materials (including packaging) 1,016 923 Work in progress 168 184 Finished goods (including Out-of-Home machines) 830 597 2,014 1,704 Provision for write downs (32) (29) Total 1,982 1,675 The amount added to the provision is EUR 1 million (2024: EUR 5 million). Reference is made to note 2.3 for the amount of inventories directly recognised as an expense during the period. 4.2 TRADE AND OTHER RECEIVABLES Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in 12 months or less, they are classified as current. If not, then they are presented as non-current assets. Trade receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method, less a provision for impairment. The composition of trade and other receivables is as follows (in EUR million): 2025 2024 Trade receivables 738 666 Provision for impairment of trade receivables (18) (23) Trade receivables—net 720 643 Prepaid non-income taxes 113 122 Prepaid assets 67 61 Contingent assets recognised upon acquisition of a business 20 25 Lease receivable 3 2 Deposits 4 5 Other 42 35 Total 969 893 The charge to, and release of, the provision for impaired receivables are included in selling, general and administrative expenses in the income statement, whereby receivables are all assessed on an individual basis. During 2025, an amount of EUR 3 million was charged (2024: EUR 8 million) and an amount of EUR 2 million was released (2024: EUR 11 million) to the income statement. Amounts charged to the provision are generally written-off when there is no expectation of recovery. At 31 December 2025, an amount of EUR 101 million (2024: EUR 67 million) was past due, of which EUR 23 million was due more than 30 days (2024: EUR 11 million). Trade receivables not past due at 31 December 2025, were fully performing. Information about the impairment of trade receivables and exposure to credit risk, market risk and liquidity risk can be found in note 6 Financial risk management. The carrying amount of the trade and other receivables is considered a close approximation of their fair value due to their short maturity. 29 4.3 TRADE AND OTHER PAYABLES Trade payables are obligations to pay for goods or services that were acquired in the ordinary course of business. Trade and other payables are classified as current liabilities if payment is due within 12 months or less. If not, they are presented as non-current liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Key accounting estimate and judgement In evaluating whether liabilities to suppliers who participate in a supply chain finance initiative, utilise notices of assignment, or act as intermediaries, qualify as trade payables (as opposed to borrowings) judgement is required as such arrangements could contain characteristics of both. JDE Peet's considers elements such as changes in the contractual relationship with the supplier, whether any seniority or collateral is granted on the amounts payable to the supply chain finance party, and the extent to which extended payment terms are customary. JDE Peet’s sometimes engages in transactions involving interest-bearing trade payables as part of standard commercial negotiations with its suppliers. These interest-bearing payables are typically negotiated in a manner consistent with the JDE Peet’s broader trade payable practices. Judgment has been exercised in assessing whether the presence of interest alters the nature and timing of settlement of these trade payables so as to require separate presentation within the consolidated statement of financial position. JDE Peet’s has concluded that the interest component on these payables does not materially change the overall nature and timing of the trade payable. The terms and conditions, including interest payments, align closely with other non-interest- bearing trade payables, thereby ensuring a consistent approach in managing supplier relationships, payment obligations and reporting. Given the customary length of payment terms in the coffee & tea business, it is not uncommon for suppliers of JDE Peet's to use notices of assignment programmes of financial institutions. Such notices of assignment are all initiated by, and at the discretion of, the suppliers, and do not change the nature, terms and conditions, or payment terms of the amounts owed by JDE Peet's. Therefore, such arrangements of suppliers do not modify JDE Peet's classification of the trade payables. Estimates are made in the determination of marketing (trade promotion) accruals. When trade promotions are provided to customers, these reduce the transaction price and consequently the revenue. The conditional discounts in revenue (refer to note 2.2) are estimated based on accumulated experience supported by historical and current sales information. Expected sales volumes are determined taking into account (historical) sales patterns and other relevant information. A trade promotion accrual is recognised for expected volume and year- end trade promotions payable to customers in relation to sales made until the end of the reporting period. The composition of trade and other payables is as follows (in EUR million): 2025 2024 Trade payables 4,435 4,141 Accrued payroll and benefits 234 214 Accrued trade promotion 310 257 Accrued interest 60 61 Non-income taxes payable 43 51 Deferred revenue (including contract liabilities) 79 89 Dividend payable 175 170 Other accrued expenses13 196 128 Total 5,532 5,111 The carrying amount of the trade and other payables is considered a close approximation of their fair value due to their short-term maturity. Deferred revenue (including contract liabilities) —The deferred revenue position includes a contract liability related to the customer loyalty programmes as further described in accounting policy information (note 2.2). The contract liability from the loyalty programmes amounts to EUR 57 million (2024: EUR 63 million) and is fully classified as 'current' in line with IAS 1. Supply chain financing arrangements - Certain suppliers are offered the opportunity to use supply chain financing arrangements (SCF), which allows them to collect the receivable before the invoice date subject to a discount. The applied discount is based on the average market interest rate plus a fixed margin. JDE Peet's repays the banks the full invoice amount on the scheduled payment date as required by the invoice. Supply contracts are evaluated against a 30 13 Includes accrued costs in relation to the announced KDP transaction.
number of indicators to assess whether the payables hold the characteristics of a trade payable or should be classified as borrowings. At 31 December 2025 and 31 December 2024, none of the payables subject to SCF met the criteria to be classified as borrowings. The amount outstanding under SCF at 31 December 2025 as paid by the banks amounted to EUR 465 million (2024: EUR 488 million). At 31 December 2025, there was an additional amount of EUR 70 million (2024: EUR 171 million) of vendor invoices offered to the SCF platforms but not yet paid by the banks. The related transactions under SCF are reflected under cash flows from operating activities. The composition of the financial liabilities that are subject to SCF is as follows (in EUR million): 2025 2024 Presented as part of trade payables 535 659 of which suppliers have received payment from finance provider 465 488 The average payment due dates is as follows: 2025 2024 Liabilities that are part of SCF 245 days after invoice date 224 days after invoice Comparable trade payables that are not part of SCF 195 days after invoice date 183 days after invoice During the Annual General Meeting of Shareholders on 19 June 2025, a dividend of EUR 0.73 per share was approved, payable in two instalments of EUR 0.37 and EUR 0.36 on respectively 11 July 2025 and 23 January 2026. The dividend payable at 31 December 2025 amounted to EUR 175 million, which was recognised within Trade and other payables. 5. CAPITAL STRUCTURE The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor and customer confidence and to ensure future development of its business. The Company focuses on keeping a strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowing, if required, without impacting the risk profile of the Company. There were no major changes made in the objectives, policies or processes for managing capital during the years ended 31 December 2025 and 2024. The capital structure is reviewed on a regular basis. The capital structure consists of net debt, which includes the borrowings disclosed in note 5.2, net of cash and cash equivalents and equity attributable to the owners of the Company, comprising issued share capital, reserves and retained earnings. The capital structure is managed and adjusted in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements other than the legal reserves. 5.1 SHAREHOLDERS’ EQUITY Translation reserve—The translation reserve comprises foreign currency differences arising from the translation of the assets and liabilities of foreign operations (excluding amounts attributable to non-controlling interests) as well as value changes of the hedging instruments in the net investment hedges. Hedging reserve—This reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments where the hedged transaction has not yet occurred. Other reserves—These reserves relate to the movements in share-based payments and retirement benefit obligations. Reference is made to the specific accounting policy information described within the respective section above. 31 Share capital and premium The authorised share capital amounts to EUR 20,000,000, consisting of 2,000,000,000 shares, and is divided into 1,000,000,000 ordinary shares with a nominal value of EUR 0.01 each and 1,000,000,000 preference shares with a nominal value of EUR 0.01 each. The number of outstanding shares (excluding treasury shares) and nominal value for the years ended 31 December 2025 and 2024 can be summarised as follows (value is stated in EUR million): Number of outstanding shares at 31 December 2025 Number of outstanding shares at 31 December 2024 Value in EUR million 2025 Value in EUR million 2024 Ordinary shares 484,486,123 488,178,642 9,666 9,666 Total share capital and share premium 484,486,123 488,178,642 9,666 9,666 No preference shares were outstanding at 31 December 2025 and 31 December 2024. Holders of ordinary shares are entitled to dividend distributions as declared from time to time. The Company may only make distributions to its shareholders if its equity exceeds the amount of the paid-in and called-up part of the issued capital plus the reserves as required to be maintained by the Articles of Association (if any) or Dutch law. Movements in issued and outstanding ordinary shares (Nominal value, share premium and total in EUR million): Note Number of outstanding shares Nominal value Share premium Total Balance at 1 January 2024 486,042,837 5 9,647 9,652 Release of treasury shares (i) 1,403,020 — — — Issuance of shares (ii) 732,785 — 14 14 Balance at 31 December 2024 488,178,642 5 9,661 9,666 Buyback of shares (5,477,094) — — — Release of treasury shares (i) 1,784,575 — — — Balance at 31 December 2025 484,486,123 5 9,661 9,666 Under the share buyback programme started in March 2025, 5,477,094 shares were acquired for a total consideration of EUR 122 million. The programme was terminated in September 2025. In 2025, a total of 1,784,575 shares (compared to 1,403,020 shares in 2024) were released from treasury shares, while no new shares were issued to settle vested share-based payment plans or in connection with the Company’s Option Plan (2024: 732,785 shares issued). More information on the share-based payment plans can be found in note 7.1 Share-based payments. Treasury shares During 2024, all treasury shares were released. Following the share buyback programme in 2025, a number of shares were repurchased and partially released in the current reporting period. Movements in treasury shares (Nominal value in EUR million): Number of issued shares Nominal value Balance at 1 January 2024 1,403,020 (38) Release of treasury shares (1,403,020) 38 Balance at 31 December 2024 — — Buyback of shares 5,477,094 (122) Release of treasury shares (1,784,575) 40 Balance at 31 December 2025 3,692,519 (82) In addition, 604,326 shares were released under the share-based payment arrangements (see note 7.1), which are subject to recovery in the event that the KDP transaction does not complete. As the release of the shares are conditional upon closing the KDP transaction, they remain accounted for as treasury shares until the vesting condition is met, which is at the date of completing the transaction. Non-controlling interest The non-controlling interest is not material in 2025 and 2024, the financial information attributable to non-controlling interests is not disclosed. 32
5.2 BORROWINGS Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. An exchange of debt instruments or modification of terms is accounted for as a substantial modification or non- substantial modification. For both a non-substantial and substantial modification, a gain or loss is recognised at the time of recognition. When accounted for as a non-substantial modification, the gain or loss is determined using the difference between the present value of the cash flows under the original and modified terms discounted at the original effective interest rate. When accounted for as a substantial modification, the original financial liability is derecognised and a new financial liability is recognised at fair value. Borrowing facilities of JDE Peet's through the years 2024 and 2025 are summarised in the following tables (in EUR million): Currency 31 December 2023 Business combinations Unwinding discount Additions Repaid Remeasurement Amortisation Recognition of lease liability Currency translation Other 31 December 2024 Unsecured notes - EU EUR 4,088 — — — — 4 3 — — — 4,095 Unsecured notes - US USD 1,581 — — — (450) (4) 1 — 72 — 1,200 Short term facility Various — — — — — — — — — — — JDE: Other financing Various 8 1 — 62 (65) — — — (3) — 3 All: Revolving credit facilities Various — — — — — — — — — — — Leases Various 261 — 13 — (91) — (3) 97 10 — 287 Unamortised discounts and costs Various (23) — — — — — 6 — — — (17) Total borrowings 5,915 1 13 62 (606) — 7 97 79 — 5,568 Non-current 5,388 4,999 Current 527 569 33 Currency 31 December 2024 Business combinations Unwinding discount Additions Repaid Remeasurement Amortisation Recognition of lease liability Currency translation Other 31 December 2025 Unsecured notes - EU EUR 4,095 — — 600 (500) (4) 2 — — — 4,193 Unsecured notes - US USD 1,200 — — — — 6 1 — (142) — 1,065 Short term facility Various — — — — — — — — — — — JDE: Other financing Various 3 — — 54 (57) — — — 1 — 1 All: Revolving credit facilities Various — — — — — — — — — — — Leases Various 287 — 14 — (85) — — 66 (21) (5) 256 Unamortised discounts and costs Various (17) — — (3) — — 5 — — — (15) Total borrowings 5,568 — 14 651 (642) 2 8 66 (162) (5) 5,500 Non-current 4,999 4,688 Current 569 812 34
Unsecured notes In June 2021, the Company established a Euro Medium Term Note (EMTN) programme for a total amount of EUR 5,000 million under which three euro notes were issued on 16 June 2021 for EUR 2,000 million on the euro MTF market of the Luxembourg Stock Exchange, with the following conditions: Notes Pricing Maturity Issued amount Initial fair value Note 2026 0.000% interest 4.6 years EUR 750 million EUR 746 million Note 2029 0.500% interest 7.6 years EUR 750 million EUR 745 million Note 2033 1.125% interest 12.0 years EUR 500 million EUR 499 million In September 2021, the Company issued USD 1,750 million aggregate principals of notes under rule 144A and Regulation-S, under the Securities Act of 1933 and as a result are not listed on an exchange and consequently not subject to rules applicable to the exchange. In September 2024, note 2024 for an amount of USD 500 million was repaid upon its maturity. The remaining notes comprise of the following two series: Notes Pricing Maturity Issued amount Initial fair value Note 2027 1.375% interest 5.3 years USD 750 million USD 745 million Note 2031 2.250% interest 10.0 years USD 500 million USD 498 million In November 2021, the Company issued two notes under the EMTN programme: Notes Pricing Maturity Issued amount Initial fair value Note 2028 0.625% interest 6.3 years EUR 600 million EUR 597 million Note 2025 0.244% interest 3.2 years EUR 500 million EUR 500 million In December 2023, the Company issued two notes under the EMTN programme: Notes Pricing Maturity Issued amount Initial fair value Note 2030 4.125% interest 6.2 years EUR 500 million EUR 497 million Note 2034 4.500% interest 10.2 years EUR 500 million EUR 498 million In December 2025, the Company issued one note under the EMTN programme: Notes Pricing Maturity Issued amount Initial fair value Note 2027 3M €-bor + 70bps 2 years EUR 600 million EUR 600 million All notes were initially recognised at fair value and subsequently measured at amortised costs, the initial fair value of the notes, except for one euro tranche, was lower than their nominal value since they were offered at a discount. This discount will be amortised over the lifetime of the notes. All notes are unsecured. Facility Agreements As of 31 December 2025, JDE Peet’s had not utilised its EUR 1,500 million revolving credit facility, which was established in 2021. This position was unchanged from 31 December 2024. The facility is unsecured and does not include any financial covenants. However, certain sustainability objectives have been incorporated into the pricing structure. A commitment fee of 0.2555% per annum is charged on the undrawn portion of the facility. Access to the facility is unconditional, allowing the company to draw funds at its discretion. Other financing Other financing refers to various trade and cash management non-committed facilities at local subsidiary level in France and Italy. There are no restrictions or covenants on these facilities. Additionally, since the start of the war, JDE Peet's business in Russia is operated as a stand-alone business to the greatest extent possible. As a result, a local one-year facility was set-up in December 2023 and extended in January 2025 for another 18 months for a total amount of RUB 3 billion (equivalent to approximately EUR 30 million). The facility is unsecured and no covenants apply. At 31 December 2025, the facility was undrawn. Leases The lease liabilities relate to the right-of-use assets as disclosed in note 3.4 Property, plant and equipment. Interest rate swaps and cross-currency interest rate swaps To hedge the foreign currency and U.S. interest rate exposure associated with the U.S. notes, cross-currency interest rate swaps were entered into. To act upon economic developments pointing at a substantial shift in rate expectation, JDE Peet's has entered into some fixed-floating interest rate swaps in 2024 for both EUR and USD to better manage the interest rate risk exposure of the notes portfolio. Hedge accounting, including fair value hedge accounting, under IFRS 9 is being applied for certain instruments, for which more information can be found in note 6 Financial risk management. 35 5.3 CASH AND CASH EQUIVALENTS In the statements of financial position, cash and cash equivalents include cash on hand and other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Any bank overdraft is included in trade and other payables. In the statements of cash flows, any bank overdraft is included as an offset to cash and cash equivalents. The composition of cash and cash equivalents is as follows (in EUR million): 2025 2024 Cash in bank and on hand 540 594 Cash equivalents 1,267 670 Total 1,807 1,264 At 31 December 2025 an amount of EUR 25 million was restricted cash and not at the free disposal of JDE Peet's (2024: EUR 25 million). The restricted cash is primarily related to the cash collateral required for the coffee futures. 5.4 FINANCE INCOME AND EXPENSE JDE Peet's receives finance income primarily representing interest on cash and cash equivalents, interest income from cross-currency interest rate swaps and dividend income from total return equity swaps. Interest income and expense on cash pool arrangements are considered to be an intercompany transaction and are therefore eliminated. Finance expense primarily relates to interest on borrowings and change in fair value of derivative financial instruments. The interest is recognised using the effective interest method. Finance income and expense consist of the following (in EUR million): 2025 2024 Interest income 66 83 Interest expense14 (142) (147) Net financing cost of financial debt (76) (64) Interest income on plan assets 78 72 Interest expense on defined benefit obligation (60) (60) Total pension finance (expense) / income 18 12 Foreign exchange gain / (loss) 408 (208) Change in fair value of foreign exchange and interest derivatives (428) 162 Change in fair value of total return equity swaps 301 (154) Fair value changes financial liabilities (4) 4 Net monetary gain / (loss) 2 (15) Net finance expense 221 (263) 36 14 Interest expense primarily includes interest on unsecured notes (2025: EUR (80) million; 2024: EUR (84) million, total return equity swaps (2025: EUR (18) million; 2024: EUR (26) million), lease liabilities (2025: EUR (14) million; 2024: EUR (11) million), bank overdrafts (2025: EUR (5) million; 2024: EUR (5) million), amortisation expenses (2025: EUR (5) million; 2024: EUR (6) million) and interest rate swaps (2025: EUR (9) million; 2024: EUR (5) million).
6. FINANCIAL RISK MANAGEMENT In accordance with IFRS 9, financial assets are classified into the following categories: a) amortised costs, b) fair value through profit or loss and c) fair value through OCI. Classification under IFRS 9 for investments in debt instruments is driven by JDE Peet's model for managing financial assets and their contractual cash flow characteristics. Management determines the classification of its financial assets at their initial recognition. Financial assets are classified as follows: • Financial assets at amortised cost—Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the income statement and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the income statement. • Financial assets at fair value through OCI—Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through OCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in the income statement. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from Equity to the income statement and recognised in other gains/ (losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as a separate line item in the income statement. • Assets and liabilities that do not meet the criteria for amortised cost or fair value through OCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss is recognised in the income statement (in finance expense except for the change in fair value of commodity derivative financial instruments which are included in the cost of sales) and presented net within other gains/(losses) in the period in which it arises. The regular purchases and sales of financial assets are recognised on the trade-date, which is the date on which JDE Peet's commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and substantially all risks and rewards of ownership were transferred. Financial assets and liabilities are offset and the net amount is recognised in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Impairment of Financial Assets—Upon initial recognition of the financial asset the expected loss is assessed. Subsequently, at the end of each reporting period it is assessed whether there is objective evidence that a financial asset or group of financial assets is impaired. The impairment model for financial assets is based on expected credit loss. A broader range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. The impairment methodology applied, depends on whether there has been a significant increase in credit risk. In applying this forward-looking approach, a distinction is made between the following categories: • Financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) - ‘12-month expected credit losses’ are recognised for this category. • Financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’) - ‘lifetime expected credit losses’ are recognised for this category. • (‘Stage 3’) would cover financial assets that have objective evidence of impairment at the reporting date. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date for financial guarantee contracts, the exposure includes the amount drawn down at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the understanding of the specific future financing needs of the debtors, and other relevant forward-looking information. For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to JDE Peet's in accordance with the contract and all the cash flows that are expected to be received, discounted at the original effective interest rate. For a lease receivable, the cash flows used for determining the expected credit losses is consistent with the cash flows used in measuring the lease receivable in accordance with IFRS 16. 37 For a financial guarantee contract, as JDE Peet's is required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that are expected to be received from the holder, the debtor or any other party. When a loss allowance was measured for a financial instrument at an amount equal to lifetime expected credit loss (ECL) in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the loss allowance is measured at an amount equal to 12-month ECL at the current reporting date, except for assets for which the simplified approach was used. An impairment gain or loss is recognised in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at fair value through OCI, for which the loss allowance is recognised in other comprehensive income and accumulated in the investment revaluation reserve, and does not reduce the carrying amount of the financial asset in the statement of financial position. On assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, a comparison is made with the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, both quantitative and qualitative information are considered that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which JDE Peet’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to JDE Peet’s core operations. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition: • An actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating. • Significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortised cost. • Existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations. • An actual or expected significant deterioration in the operating results of the debtor. • Significant increases in credit risk on other financial instruments of the same debtor. • An actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations. Irrespective of the outcome of the above assessment, JDE Peet's presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless JDE Peet's has reasonable and supportable information that demonstrates otherwise. JDE Peet's considers a financial asset to have low credit risk when the asset has an external credit rating of ‘investment grade’ in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of ‘performing’. Performing means that the counterparty has a strong financial position and there are no past due amounts. 38
6.1 FINANCIAL RISK FACTORS JDE Peet’s activities are exposed to a variety of financial risks: market risk (including commodity price risk, foreign exchange risk, interest rate and equity risk), credit risk and liquidity risk. All these risks arise in the normal course of business. JDE Peet's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on financial performance. To mitigate the risk from interest rates, foreign currency exchange rates, equity and commodity price fluctuations, various derivative financial instruments are used in accordance with JDE Peet's policies and procedures. Some of the (cross-currency) interest rate swaps and foreign currency components of non-derivative financial instruments are designated as hedging instruments and hedge accounting is applied. In addition, hedge accounting is applied for highly probable forecasted transactions like certain foreign currency exposures related to the purchase of commodities and investment transactions. Other derivatives are accounted for at fair value through the profit and loss. JDE Peet's does not enter into financial instruments for trading purposes and is not a party to any leveraged derivatives. Risk management JDE Peet's maintains risk management frameworks and control systems to monitor the foreign exchange, interest rate, equity and commodity price risk and its offsetting hedge positions. Periodically,… |
EX-99.2 · EX-99.2 UNAUDITED CONDENSED COMBINED FINANCIAL INFORMATION
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EX-99.2 · EX-99.2 UNAUDITED CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 4 kdp-ex992_unauditedproform.htm EX-99.2 UNAUDITED CONDENSED COMBINED FINANCIAL INFORMATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF KDP On August 24, 2025, KDP entered into the merger protocol with JDE Peet’s N.V. (“JDE Peet’s”) (the “Merger Protocol”). Pursuant to the Merger Protocol, on January 15, 2026, KDP and its wholly owned subsidiary, Kodiak BidCo B.V. (“Kodiak BidCo”), commenced a tender offer (the “Offer”) to acquire all of the issued and outstanding ordinary shares of JDE Peet’s (the “Shares”), excluding treasury shares of JDE Peet’s, for €31.85 per share in cash, without interest (the “JDE Peet’s Acquisition”). On March 27, 2026, the Company, Kodiak BidCo, and JDE Peet’s jointly announced that the remaining conditions under the Offer had been satisfied or waived and that Kodiak BidCo had declared the Offer unconditional. In accordance with the terms of the Offer, on April 1, 2026, Kodiak BidCo made a payment of €31.85 per Share and accepted the transfer of all Shares tendered prior to or on March 27, 2026, representing 96.22% of the Shares. The total aggregate consideration for such Shares was approximately €14.86 billion. The post-closing acceptance period expired on April 13, 2026 (the “Post-Closing Acceptance Period”), and the Company acquired additional shares on April 15, 2026, representing an additional 1.61% of the Shares. Altogether, the total Shares acquired represent 97.75% of the issued and outstanding ordinary shares of JDE Peet’s. The Company used the net proceeds from the following financing transactions, together with cash on hand, to fund the JDE Peet’s Acquisition and pay related fees and expenses: • Notes Offerings. On March 26, 2026, Maple Parent Holdings Corp., a wholly owned subsidiary of KDP, completed its previously announced private offerings of €3.0 billion euro denominated notes (the “Euro Notes”) and $2.55 billion USD denominated notes (the “USD Notes” and, together with the Euro Notes, the “Notes”). The Euro Notes consist of €600 million aggregate principal amount of 3.495% notes due 2028 (the “2028 Notes”), €800 million aggregate principal amount of 3.881% notes due 2030 (the “2030 Notes”), €800 million aggregate principal amount of 4.224% notes due 2032 (the “2032 Notes”) and €800 million aggregate principal amount of 4.728% notes due 2035 (the “2035 Notes”). The USD Notes consist of $550 million aggregate principal amount of 4.750% notes due 2029 (the “2029 Notes”), $600 million aggregate principal amount of 5.050% notes due 2031 (the “2031 Notes”), $700 million aggregate principal amount of 5.700% notes due 2036 (the “2036 Notes”) and $700 million aggregate principal amount of 6.625% notes due 2056 (the “2056 Notes”). • Preferred Investment. On March 30, 2026, KDP issued and sold, for an aggregate purchase price of $4.5 billion (the “Preferred Investment”), 4,500,000 shares of its newly created Series A Convertible Perpetual Preferred Stock (the “Convertible Preferred Stock”), par value, $0.01 per share, at a price of $1,000 per share, pursuant to an Investment Agreement, dated as of October 27, 2025, by and among the Company, Pour Purchaser L.P., AP Pour Holdings, L.P. and certain other investors party thereto (collectively with any other investor that becomes party thereto, the “Preferred Investors”). • JV Investment. On March 30, 2026, KDP sold a 49% limited partnership interest in Keurig JV, LP (the “Pod Manufacturing JV”), which owns or otherwise has access to KDP’s assets and facilities used in the manufacture of K-Cup pods and other unbrewed single-serve beverages in the United States and Canada, to an investment vehicle (the “JV Investor Partner”) managed or advised by each of Apollo Global Management, Inc., KKR & Co. Inc. and Goldman Sachs Asset Management L.P. for $4 billion. • Delayed Draw Term Loan. On December 18, 2025, KDP entered into a delayed draw term loan agreement (as amended, the “Delayed Draw Term Loan Agreement”) providing for a 364-day senior unsecured term loan facility in an aggregate amount not to exceed €10.35 billion. On March 6, 2026, KDP amended the Delayed Draw Term Loan Agreement to add Maple Parent Holdings Corp., a direct wholly-owned subsidiary of KDP that is included in KDP Coffee Co, as a co-borrower under the facility, to extend the maturity of €2.6 billion of the facility to a date that is 15 months from the date of the initial draw under the facility, and to permit KDP to be released as a borrower under the Delayed Draw Term Loan Agreement upon completion of the Separation. In the first quarter of 2026, the Delayed Draw Term Loan Agreement facility was reduced by approximately €6.464 billion as a result of the issuance of the Notes, the completion of the Preferred Investment and the JV Investment (each as defined below). On March 30, 2026, Maple Parent Holdings Corp. borrowed €3.15 billion under the facility. 1 Unless specified otherwise, the term “Debt Financing Transactions” refers to the Delayed Draw Term Loan Agreement and the Notes; the term “Equity Financing Transactions” refers to the Preferred Investment and the JV Investment (together with the Debt Financing Transactions, the “Financing Transactions”); the term “Financing Transactions” refers to both the Debt Financing Transactions and the Equity Financing Transactions; and the term “Transactions” refers to the consummation of the JDE Peet’s Acquisition, together with the Financing Transactions. The following unaudited pro forma condensed combined financial information is based on or derived from the historical financial statements of KDP included in its annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) and its quarterly report on Form 10-Q for the quarter ended March 31, 2026 (the “Quarterly Report”), and the historical financial statements of JDE Peet’s included as Exhibit 99.1 to the Current Report on Form 8-K/A of which this exhibit forms a part. The historical financial information of JDE Peet’s consists of an unaudited interim condensed statement of operations for the period from January 1, 2026 through March 31, 2026 and an unaudited condensed balance sheet as of March 31, 2026 that have been prepared solely for the purpose of this unaudited pro forma condensed combined financial information and in a manner consistent with the accounting policies applied by JDE Peet’s in its historical financial statements for the fiscal year ended December 31, 2025. The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to adjustments reflecting the accounting for the JDE Peet’s Acquisition as if those adjustments were made on March 31, 2026. The unaudited pro forma condensed combined statements of income of KDP for the three months ended March 31, 2026 and year ended December 31, 2025, give effect to adjustments reflecting the accounting for the Transactions as if those adjustments were made on January 1, 2025. The unaudited pro forma condensed combined financial information combines the historical financial statements of KDP, prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), with the historical financial statements of JDE Peet’s, prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (the “IFRS Accounting Standards”). Certain adjustments have been made to JDE Peet’s historical financial statements to reflect the conversion from IFRS Accounting Standards to U.S. GAAP, align accounting policies and financial statement presentation to KDP, and to translate the historical financial statements from euro to U.S. Dollar. The historical financial statements of KDP and JDE Peet’s have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to adjustments reflecting the accounting for the Transactions in accordance with U.S. GAAP (the “Transaction Accounting Adjustments”). The Transaction Accounting Adjustments are based upon currently available information and certain assumptions that KDP management believes are reasonable. The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with: • The accompanying notes to the unaudited pro forma condensed combined financial information; • The audited consolidated financial statements of KDP contained in the Annual Report and the related notes; • The unaudited condensed consolidated financial statements of KDP contained in the Quarterly Report and the related notes; and • The audited consolidated financial statements of JDE Peet’s included as Exhibit 99.1 to the Current Report on Form 8-K/A of which this exhibit forms a part. The unaudited pro forma condensed combined financial information and the related notes are being presented for informational purposes only and do not purport to represent what KDP’s actual results of operations or financial position would have been had the Transactions been completed on the dates set forth above, nor are they necessarily indicative of KDP’s future results of operations or financial position for any future period. The following unaudited pro forma condensed combined financial information and related notes have been prepared to give the effect to the following: • Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805, Business Combinations (“ASC 805”), where assets and liabilities of JDE Peet’s will be recorded by KDP at their respective fair values at the date of completion of the JDE Peet’s Acquisition; 2 • Adjustments to reflect the Debt Financing Transactions used to fund a portion of the JDE Peet’s Acquisition, including related fees and expenses for the three months ended March 31, 2026 and the year ended December 31, 2025; • Adjustments to reflect the Equity Financing Transactions used to fund a portion of the JDE Peet’s Acquisition, including related fees and expenses for the three months ended March 31, 2026 and the year ended December 31, 2025; • Adjustments to reflect KDP’s transaction costs in connection with the JDE Peet’s Acquisition; • Adjustments to reconcile JDE Peet’s historical financial statements prepared in accordance with IFRS Accounting Standards to U.S. GAAP; • Adjustments to conform accounting policies and financial statement presentation of JDE Peet’s to those of KDP, based upon a preliminary assessment by KDP; and • Adjustments to reflect the related tax effects for the preliminary Transaction Accounting Adjustments. The Transaction Accounting Adjustments and unaudited pro forma condensed combined financial information are preliminary and are subject to change as additional information becomes available and additional analysis is performed. The preliminary Transaction Accounting Adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information and are prepared in accordance with Article 11 of Regulation S-X. KDP has performed a preliminary valuation of the fair value of JDE Peet’s assets and liabilities based on the data JDE Peet’s provided to KDP management since the closing of the JDE Peet’s Acquisition. A final determination of the fair value of JDE Peet’s acquired assets, non-controlling interests, and assumed liabilities will be performed as additional data is obtained during the measurement period. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact KDP’s statements of income; therefore the final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information. 3 PRO FORMA CONDENSED COMBINED BALANCE SHEET As of March 31, 2026 (UNAUDITED) (in millions) KDP Historical (As Reported) Historical JDE Peet’s as Converted (Note 2) Transaction Accounting Adjustments Note 4 Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 898 $ 825 $ (10) (a) $ 1,713 Restricted cash and restricted cash equivalents 17,818 28 (17,558) (b) 288 Trade accounts receivable, net 1,539 895 (14) (c) 2,420 Inventories 1,829 2,214 361 (d) 4,404 Prepaid expenses and other current assets 1,048 661 — 1,709 Total current assets 23,132 4,623 (17,221) 10,534 Property, plant, and equipment, net 3,249 1,879 1,241 (e) 6,369 Equity method investments 1,703 — — 1,703 Goodwill 20,210 14,472 (4,722) (f) 29,960 Intangible assets, net 23,653 4,927 9,833 (g) 38,413 Other non-current assets 1,176 897 13 (h) 2,086 Deferred tax assets 17 181 — 198 Total assets $ 73,140 $ 26,979 $ (10,856) $ 89,263 Liabilities, convertible preferred stock, and equity Current liabilities: Accounts payable $ 2,843 $ 3,879 $ (14) (c) $ 6,708 Accrued expenses 1,466 897 402 (i) 2,765 Structured payables 22 1,010 — 1,032 Short-term borrowings and current portion of long-term obligations 4,816 749 (17) (j) 5,548 Other current liabilities 878 622 6 (k) 1,506 Total current liabilities 10,025 7,157 377 17,559 Long-term obligations 20,891 4,464 (225) (l) 25,130 Deferred tax liabilities 5,467 1,459 2,119 (m) 9,045 Other non-current liabilities 3,157 529 (5) (n) 3,681 Total liabilities 39,540 13,609 2,266 55,415 Convertible preferred stock 4,418 — — 4,418 Stockholders' equity: Common stock 14 6 (6) (o) 14 Additional paid-in capital 19,783 11,120 (11,120) (o) 19,783 Retained earnings 5,580 2,928 (2,938) (o) 5,570 Accumulated other comprehensive (loss) income (116) (745) 745 (o) (116) Total stockholders’ equity 25,261 13,309 (13,319) 25,251 Non-controlling interest 3,921 61 197 (p) 4,179 Total equity 29,182 13,370 (13,122) 29,430 Total liabilities, convertible preferred stock, and equity $ 73,140 $ 26,979 $ (10,856) $ 89,263 See accompanying notes to the unaudited pro forma condensed combined financial information. 4 PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME Three Months Ended March 31, 2026 (UNAUDITED) (in millions, except per share data) KDP Historical for the Three Months Ended March 31, 2026 (As Reported) Historical JDE Peet’s as Converted for the period from January 1, 2026 to March 31, 2026 (Note 2) Transaction Accounting Adjustments Note 5 Pro Forma Combined Net sales $ 3,976 $ 2,864 $ $ (21) (a) $ 6,819 Cost of sales 1,878 2,011 (24) (b) 3,865 Gross profit 2,098 853 3 2,954 Selling, general, and administrative expenses 1,342 816 46 (c) 2,204 Income from operations 756 37 (43) 750 Interest expense, net 281 32 105 (d), (e) 418 Other expense (income), net 118 (12) — 106 Income before provision for income taxes 357 17 (148) 226 Provision (benefit) for income taxes 87 (115) (42) (f), (g), (h) (70) Net income including non-controlling interest 270 132 (106) 296 Less: Net income attributable to non-controlling interest — 2 62 (i) 64 Net income attributable to KDP 270 130 (168) 232 Earnings per common share (Note 6) Basic $ 0.20 $ 0.13 Diluted 0.20 0.13 Weighted-average common shares outstanding Basic 1,359.2 1,359.2 Diluted 1,363.7 1,363.7 See accompanying notes to the unaudited pro forma condensed combined financial information. 5 PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME Year Ended December 31, 2025 (UNAUDITED) (in millions, except per share data) KDP Historical for the Year Ended December 31, 2025 (As Reported) Historical JDE Peet’s as Converted for the Year Ended December 31, 2025 (Note 2) Transaction Accounting Adjustments Note 5 Pro Forma Combined Net sales $ 16,603 $ 11,198 $ $ (85) (a) $ 27,716 Cost of sales 7,604 7,562 255 (b) 15,421 Gross profit 8,999 3,636 (340) 12,295 Selling, general, and administrative expenses 5,351 2,656 321 (c) 8,328 Impairment of intangible assets 78 2 — 80 Other operating (income) expense, net (5) 12 — 7 Income from operations 3,575 966 (661) 3,880 Interest expense, net 754 103 454 (d), (e) 1,311 Other expense (income), net 134 (296) — (162) Income before provision for income taxes 2,687 1,159 (1,115) 2,731 Provision (benefit) for income taxes 608 187 (277) (f), (g), (h) 518 Net income including non-controlling interest 2,079 972 (838) 2,213 Less: Net income attributable to non-controlling interest — 8 249 (i) 257 Net income attributable to KDP 2,079 964 (1,087) 1,956 Earnings per common share (Note 6) Basic $ 1.53 $ 1.28 Diluted 1.53 1.28 Weighted-average common shares outstanding Basic 1,358.1 1,358.1 Diluted 1,362.8 1,362.8 See accompanying notes to the unaudited pro forma condensed combined financial information. 6 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Note 1 – Basis of Presentation The accompanying unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information and related notes give effect to adjustments reflecting the accounting for the Transactions. KDP’s financial statements were prepared in accordance with U.S. GAAP and presented in U.S. Dollars while JDE Peet’s historical financial statements were prepared in accordance with IFRS Accounting Standards and presented in euro. Details regarding the conversion of the JDE Peet’s historical financial statements from IFRS Accounting Standards to U.S. GAAP and to translate the historical financial statements from euro to U.S. Dollar are included within Note 2 — Reclassifications and Conversion Adjustments. The unaudited pro forma condensed combined balance sheet as of March 31, 2026, and the unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026, and the year ended December 31, 2025, are based on the historical financial statements of KDP and JDE Peet’s. • The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to adjustments reflecting the accounting for the Transactions assuming those adjustments were made on March 31, 2026, and combines the historical balance sheet of KDP as of March 31, 2026 with the historical balance sheet of JDE Peet’s as of March 31, 2026. • The unaudited pro forma condensed combined statement of income for the three months ended March 31, 2026 gives effect to adjustments reflecting the accounting for the Transactions assuming those adjustments were made on January 1, 2025 and combines KDP’s historical statement of income for the three months ended March 31, 2026 with JDE Peet’s historical income statement for the three months ended March 31, 2026. • The unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 gives effect to adjustments reflecting the accounting for the Transactions assuming those adjustments were made on January 1, 2025 and combines KDP’s historical statement of income for the year ended December 31, 2025 with JDE Peet’s historical income statement for the year ended December 31, 2025. The historical financial information of JDE Peet’s has been reclassified to conform to KDP’s financial statement presentation, converted from IFRS Accounting Standards to U.S. GAAP, adjusted for KDP’s accounting policies where material differences exist and translated from euro to U.S. Dollar. As discussed in Note 2, certain reclassifications were made to align KDP and JDE Peet’s financial statement presentation. KDP is currently in the process of evaluating JDE Peet’s accounting policies. That evaluation may identify additional differences between the accounting policies of the Company and JDE Peet’s. Based on the information currently available, the Company has determined on a preliminary basis that no significant adjustments outside of the adjustments included in Note 2 are necessary to conform JDE Peet’s financial statements to the accounting policies used by the Company. The JDE Peet’s Acquisition reflected in this unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with KDP as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement and based on the historical financial statements of KDP and JDE Peet’s. ASC 805 requires that the assets, liabilities and non-controlling interests in a business combination be recognized at their fair values as of the JDE Peet’s Acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase consideration has been allocated to the assets acquired and liabilities assumed from JDE Peet’s based upon KDP management’s preliminary estimate of their fair values. The purchase consideration and related adjustments reflected in the unaudited pro forma condensed balance sheet are preliminary and subject to adjustment based on a final determination of fair value. The Company has performed a preliminary valuation of the fair value of the net assets and non-controlling interests acquired; however, the valuation has not yet been finalized. Accordingly, the purchase price allocation set forth herein is preliminary, based on estimates and assumptions available as of the date of this filing, and is subject to revision as the valuation is completed and additional information becomes available during the measurement period. There can be no assurance that the final valuation will not result in material changes to the estimated fair values of the assets acquired and liabilities assumed as presented in these unaudited pro forma condensed combined financial statements. 7 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Remaining JDE Peet’s assets and liabilities are presented at their respective historical carrying amounts and should be treated as preliminary values. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired and liabilities assumed will be recorded as goodwill. The Transaction Accounting Adjustments represent KDP management’s best estimates and are based upon currently available information and certain assumptions that KDP believes are reasonable under the circumstances and are subject to revision as additional information becomes available. Note 2 – Reclassification and Conversion Adjustments During the preparation of this unaudited pro forma condensed combined financial information, KDP management performed an analysis of the JDE Peet's financial information to identify differences in the JDE Peet's accounting policies applied in accordance with IFRS Accounting Standards compared to KDP’s accounting policies applied in accordance with U.S. GAAP. The historical results have been translated from euro to U.S. Dollar using the closing exchange rate of 1.1553 as of March 31, 2026, and the average exchange rate of 1.1714 for the three months ended March 31, 2026 and 1.1293 for the year ended December 31, 2025. 8 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Refer to the table below for a summary of reclassification adjustments made to present JDE Peet’s balance sheet as of March 31, 2026, to conform to KDP’s balance sheet for the same period: KDP (As Reported) Presentation Historical JDE Peet’s Presentation Historical JDE Peet’s (Euro) Reclassifications (Euro) Historical Reclassified JDE Peet's (Euro) Accounting Policy /Conversion Adjustments (Euro) Note Historical Reclassified and Converted JDE Peet’s Total (Euro) Historical Reclassified JDE Peet's (USD) Assets Current assets: Cash and cash equivalents 714 — v 714 825 Cash and cash equivalents 738 (24) Restricted cash and restricted cash equivalents 24 — v 24 28 Cash and cash equivalents — 24 Trade accounts receivable, net 775 — ix 775 895 Trade and other receivables 1,043 (268) Inventories 1,914 2 1,916 2,214 Inventories 1,914 — Prepaid expenses and other current assets 537 35 ii, viii, ix 572 661 Trade and other receivables — 483 Derivative financial instruments 90 (90) Income tax receivable 125 (125) Assets classified as held-for-sale 54 — — — — — Total current assets 3,964 — 3,964 37 4,001 4,623 Property, plant, and equipment, net 1,865 (239) vi, vii, viii 1,626 1,879 Property, plant & equipment 1,808 57 Goodwill 12,511 16 iii, ix 12,527 14,472 Goodwill and other intangible assets 16,833 (4,322) Intangible assets, net 4,265 — vi, ix 4,265 4,927 Goodwill and other intangible assets — 4,265 Other non-current assets 529 247 i, vii, viii, ix 776 897 Other non-current assets 50 479 Derivative financial instruments 15 (15) Retirement benefit asset 464 (464) Deferred tax assets 150 7 ii 157 181 Deferred income tax assets 150 — Total assets 23,284 — 23,284 68 23,352 26,979 9 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) KDP (As Reported) Presentation Historical JDE Peet’s Presentation Historical JDE Peet’s (Euro) Reclassifications (Euro) Historical Reclassified JDE Peet's (Euro) Accounting Policy /Conversion Adjustments (Euro) Note Historical Reclassified and Converted JDE Peet’s Total (Euro) Historical Reclassified JDE Peet's (USD) Liabilities and equity Current liabilities: Accounts payable 4,268 (910) ix, x 3,358 3,879 Trade and other payables 5,362 (1,094) Accrued expenses 914 (138) ix 776 897 Trade and other payables — 914 Structured payables — 874 x 874 1,010 Trade and other payables — — Short-term borrowings and current portion of long-term obligations 648 — ix 648 749 Borrowings 717 (69) Other current liabilities 541 (3) ii, ix 538 622 Trade and other payables — 534 Derivative financial instruments 143 (143) Income tax liability 61 (61) Provisions 81 (81) Liabilities classified as held for sale 7 — Total current liabilities 6,371 — 6,371 (177) 6,194 7,157 Long-term obligations 3,864 — iii, ix 3,864 4,464 Borrowings 4,061 (197) Deferred tax liabilities 1,236 27 ii, iii, vii, viii, ix 1,263 1,459 Deferred income tax liabilities 1,236 — Other non-current liabilities 453 5 i, ix 458 529 Other non-current liabilities 67 386 Derivative financial instruments 26 (26) Provisions 34 (34) Retirement benefit liabilities 129 (129) Total liabilities 11,924 — 11,924 (145) 11,779 13,609 10 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) KDP (As Reported) Presentation Historical JDE Peet’s Presentation Historical JDE Peet’s (Euro) Reclassifications (Euro) Historical Reclassified JDE Peet's (Euro) Accounting Policy /Conversion Adjustments (Euro) Note Historical Reclassified and Converted JDE Peet’s Total (Euro) Historical Reclassified JDE Peet's (USD) Stockholders' equity: Common stock 5 — 5 6 Share capital 5 — Additional paid-in capital 9,593 33 ix 9,626 11,120 Share premium 9,661 (68) Treasury stock (82) 82 Retained earnings 2,267 267 i, ii, iii, vii, viii, x 2,534 2,928 Retained earnings 2,267 — Accumulated other comprehensive loss (558) (87) i, ii, iii, vii (645) (745) Other reserves / (deficits) (544) (14) Total stockholders' equity 11,307 — 11,307 213 11,520 13,309 Non-controlling interest 53 — 53 61 Non-controlling interest 53 — Total equity 11,360 — 11,360 213 11,573 13,370 Total liabilities and equity 23,284 — 23,284 68 23,352 26,979 11 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Refer to the table below for a summary of reclassification adjustments made to present JDE Peet’s statement of income for the period from January 1, 2026 to March 31, 2026 to conform to KDP’s statement of income for the three months ended March 31, 2026: KDP (As Reported) Presentation Historical JDE Peet’s Presentation Historical JDE Peet’s (Euro) Reclassifications (Euro) Historical Reclassified JDE Peet's (Euro) Accounting Policy / Conversion Adjustment (Euro) Note Historical Reclassified JDE Peet’s Total (Euro) Historical Reclassified and Converted JDE Peet's (USD) Net sales 2,447 (2) viii 2,445 2,864 Revenue 2,447 — Cost of sales 1,749 (32) viii 1,717 2,011 Cost of sales 1,749 — Gross profit Gross profit 698 — 698 30 728 853 Selling, general, and administrative expenses 711 (14) ii, vii, ix 697 816 Selling, general and administrative expenses 720 (9) Impairment of intangible assets — — ix — — Selling, general and administrative expenses — — Other operating expense (income), net 9 (9) ix, x — — Selling, general and administrative expenses — 9 Income from operations Operating profit (22) — (22) 53 31 37 Interest expense, net 20 7 iii, vii, viii, ix, x 27 32 Finance income (27) 5 Finance expense 37 5 Other income, net (10) — i, iii, ix (10) (12) Finance income — (5) Finance expense — (5) Income before provision for income taxes Profit (loss) before income taxes (32) — (32) 46 14 17 Provision for income taxes (96) (2) i, ii, iii, viii, x (98) (115) Income tax expense (96) — Net income Profit for the period 64 — 64 48 112 132 Net income attributable to non-controlling interest 2 — 2 2 Attributable to non-controlling interests 2 — — — — — Net income attributable to KDP Profit for the period attributed to owners of the Company 62 — 62 48 110 130 Refer to the table below for a summary of reclassification adjustments made to present JDE Peet’s statement of income for the year ended December 31, 2025, to conform to KDP’s statement of income for the same period: 12 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) KDP (As Reported) Presentation Historical JDE Peet’s Presentation Historical JDE Peet’s (Euro) Reclassifications (Euro) Historical Reclassified JDE Peet's (Euro) Accounting Policy / Conversion Adjustments (Euro) Note Historical Reclassified JDE Peet’s Total (Euro) Historical Reclassified and Converted JDE Peet's (USD) Net sales 9,921 (5) iv, viii 9,916 11,198 Revenue 9,921 — Cost of sales 6,824 (128) iv, vii, viii 6,696 7,562 Cost of sales 6,824 — Gross profit Gross profit 3,097 — 3,097 123 3,220 3,636 Selling, general, and administrative expenses 2,258 94 ii, iv, vii, ix 2,352 2,656 Selling, general and administrative expenses 2,340 (86) Finance expense — 4 Impairment of intangible assets 2 — 2 2 Selling, general and administrative expenses — 2 Other operating expense (income), net 50 (39) vii, ix, x 11 12 Selling, general and administrative expenses — 50 Income from operations Operating profit 757 30 787 68 855 966 Interest expense, net 76 15 iii, iv, vii, viii, ix, x 91 103 Finance income (385) 319 Finance expense 164 (22) Other (income) expense, net — — (265) 3 i, iii, iv, ix (262) (296) Finance income — (319) Finance expense — 20 Share of net (profit) / loss of associates 2 (2) Selling, general and administrative expenses — 34 Income before provision for income taxes Profit before income taxes 976 — 976 50 1,026 1,159 Provision for income taxes 173 (7) i, ii, iii, iv, vii, viii, x 166 187 Income tax expense 173 — Net income Profit for the period 803 — 803 57 860 972 Net income attributable to non-controlling interest — — 7 — 7 8 Attributable to non-controlling interests 7 — — — — — Net income attributable to KDP Profit for the period attributed to owners of the Company 796 — 796 57 853 964 13 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) The historical financial statements of JDE Peet’s have been converted from IFRS Accounting Standards to U.S. GAAP. As IFRS Accounting Standards differ in certain respects from U.S. GAAP, the following adjustments have been made to align JDE Peet’s historical accounting policies under IFRS Accounting Standards to KDP’s accounting policies under U.S. GAAP for purposes of this pro forma presentation. (i) Record the difference in pension accounting treatment from IFRS Accounting Standards to U.S. GAAP, and corresponding deferred tax adjustment. This resulted in a decrease of $96 million in accumulated other comprehensive (loss) income and an increase of $91 million in retained earnings for the period from January 1, 2026 to March 31, 2026; (ii) Reflect the tax effects of adjustments made to conform with U.S. GAAP, including items related to intra-entity transfers of inventory, recognition of deferred taxes on non-qualifying assets, the reversal of backward tracing, outside basis differences, and uncertain tax positions; (iii) Reflect the impact of business combination foreign exchange and fair value interest rate hedges not eligible for hedge accounting under U.S. GAAP, reclassifying amounts from other comprehensive income to the statement of income; (iv) Reflect difference in hyperinflationary accounting from IFRS Accounting Standards to U.S. GAAP for operations in Turkey. Under U.S. GAAP, the financial statements of a foreign operation in a highly inflationary economy are remeasured as if the parent’s reporting currency were its functional currency; (v) Reflect the reclassification of $28 million from cash and cash equivalents to restricted cash to conform JDE Peet’s presentation to KDP’s presentation; (vi) Reclassify $66 million of computer software from intangible assets to property, plant, and equipment, net to conform JDE Peet’s presentation to KDP’s presentation; (vii) Reclassify the operating lease amortization expense and finance charges to operating lease cost. Under U.S. GAAP, lessees distinguish between finance leases and operating leases for reporting purposes. For operating leases, the right-of-use asset and corresponding lease liability are recognized on the balance sheet, and the related lease expense is presented on a straight-line basis. This resulted in a reduction of property, plant, and equipment of $240 million and an increase in other non-current assets of $266 million; (viii) Record the impact of accounting for leases embedded in revenue arrangements under U.S. GAAP. U.S. GAAP uses a rule-based classification model to categorize lessor leases as either operating, direct financing, or sales-type leases. The adjustment reclassifies certain leases from operating leases under IFRS Accounting Standards to sales-type leases under U.S. GAAP. The adjustment decreased property, plant, and equipment by $37 million and increased other non-current assets by $36 million; (ix) Reflect the reclassifications of historical JDE Peet’s financial statement line items to conform to the expected financial statement line items of the combined company following the JDE Peet’s Acquisition; and (x) Reflect the reclassification of $1,010 million of trade payables as structured payables in order to conform to KDP’s accounting policy along with the corresponding reclassification of related expenses in the statement of income. 14 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Note 3 – Preliminary Allocation of Consideration Transferred Consideration Transferred The total consideration transferred is as follows: Consideration Transferred (In millions) Amount Cash payment to acquire JDE Peet’s (i) $ 17,461 Settlement of preexisting relationships (ii) (6) Fair value of consideration related to stock-based compensation awards (iii) 97 Fair value of liability to untendered shareholders (iv) 402 Total consideration transferred $ 17,954 (i) Represents cash paid by KDP to acquire 97.75% of the issued and outstanding ordinary shares of JDE Peet’s, excluding treasury shares of JDE Peet’s, for € 31.85 per share, equivalent to $36.80 per share based on the March 31, 2026 closing exchange rate, without interest. (ii) Represents the carrying value amount of preexisting balances between the parties, which are deemed to approximate fair value. (iii) All unvested employee equity awards granted prior to the signing of the Merger Protocol under JDE Peet’s employee incentive plans were accelerated and vested on or prior to the closing of the JDE Peet’s Acquisition in accordance with the “Employee Equity Incentives” provision of the Merger Protocol. The portion of fair value of the accelerated grants that relates to pre-combination service is included in consideration transferred and the portion of the fair value of the awards attributable to post-combination service that was accelerated is reflected as day one post-combination expense. Between September 2025 and March 2026, JDE Peet’s granted a total of 879,750 conditional rights to shares in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) (collectively, the “Roll-over Grants”). Pursuant to the Merger Protocol, the Roll-over Grants were replaced by KDP RSUs with the same vesting period as the original awards in accordance with applicable “roll-over” provisions in the relevant JDE Peet’s employee incentive plans. A portion of the fair value of the Roll-over Grants represents consideration transferred, while the remaining portion represents post-combination compensation expense which is recognized over the vesting period of the replacement awards. (iv) Represents estimated deferred consideration expected to be paid by KDP to acquire the remaining 2.25% of outstanding ordinary shares of JDE Peet’s not acquired at the close of the Post-Closing Acceptance Period, April 13, 2026. The estimated deferred consideration has been recorded as a liability in the unaudited pro forma condensed combined balance sheet, as the remaining shares are expected to be acquired through statutory buy-out proceedings, which grant KDP the legal right to compel the remaining shareholders to sell their existing shares. 15 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Preliminary Allocation of Consideration Transferred The consideration transferred, as shown in the table above, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values. As mentioned above in Note 1, KDP has completed a preliminary valuation of the fair value of the net assets and non-controlling interests acquired; however, the valuation has not yet been finalized. For the preliminary estimate of the fair value of certain intangible assets, inventory, Property, plant, and equipment, debt, pensions, and non controlling interest, KDP engaged a third-party valuation specialist who performed a valuation in accordance with ASC 805. The preliminary estimate of values for the identified intangible assets were based primarily upon income-based approaches. Work-in-process and finished goods inventory using a net realizable value approach and raw materials were carried at net book value. The Company’s preliminary values for Property, plant, and equipment were primarily based on a cost-based approach, including estimates of replacement cost less depreciation for buildings, site improvements, machinery and equipment, leasehold improvements and other personal property. Land was separately valued under the market approach, and buildings and site improvements were valued using a direct cost approach. The Company preliminarily valued the assumed debt based on traded prices where recent trade information was available and, for other debt instruments, using discounted cash flow analyses based on contractual cash flows and yield curves, adjusted for the Company-specific credit spread implied by publicly available information. The Company performed a preliminary estimate on certain portions of the non controlling interests with the remainder included at net book value. For the preliminary estimate of the fair value of the assumed defined benefit pension obligations, KDP engaged a third-party actuary who performed an actuarial valuation in accordance with ASC 715, based on plan-specific demographic and financial assumptions, including discount rates derived from market yield curves as of March 31, 2026, rates of compensation increase, expected returns on plan assets and mortality assumptions. The related pension assets valuation was provided by actuaries for all plans. Accordingly, the allocation of consideration transferred and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value as additional information becomes available during the measurement period. The following table provides a summary of the preliminary allocation of consideration transferred by major categories of assets acquired and liabilities assumed based on KDP management’s preliminary estimate: Allocation of Consideration Transferred (In millions) Amount Consideration transferred $ 17,954 Assets acquired: Cash and cash equivalents $ 825 Restricted cash and restricted cash equivalents 28 Trade accounts receivable 885 Inventories 2,575 Prepaid expenses and other current assets 661 Property, plant, and equipment 3,120 Intangible assets 14,760 Other non-current assets 910 Deferred tax assets 181 Liabilities assumed: Accounts payable $ 3,875 Accrued expenses 897 Structured payables 1,010 Short-term borrowings and current portion of long-term obligations 732 Other current liabilities 628 Long-term obligations 4,239 Deferred tax liabilities 3,578 Other non-current liabilities 524 Net assets acquired 8,462 Non-controlling interest (258) Goodwill $ 9,750 16 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) The preliminary allocation of consideration transferred above reflects a preliminary estimated Goodwill of $10 billion. Goodwill represents the excess of the consideration transferred over the preliminary estimated fair values of recorded tangible and intangible assets acquired and liabilities assumed. The actual amount of Goodwill to be recorded in connection with the JDE Peet’s Acquisition is subject to change once the valuation of the fair value of tangible and intangible assets acquired and liabilities assumed has been completed. Preliminary identifiable Intangible assets in the unaudited pro forma condensed combined financial information consist of the following: Description (In millions) Preliminary Fair Value Estimated Useful Life Brands – indefinite $ 9,790 Indefinite Brands – definite 3,050 15 Customer and distributor relationships 1,520 18 Acquired technology 400 9 Total Intangible assets $ 14,760 The estimated fair values and useful lives of identifiable Intangible assets are preliminary. Primary acquired brands were valued using the multi-period excess earnings method, and certain secondary brands were valued using a relief-from-royalty method. Customer relationships were valued using the distributor method, a variation of the income approach. Acquired technology was valued using a combination of the cost approach and income approach. The preliminary useful lives applied to the intangible assets were primarily based upon the time period over which cash flows were achieved. The amount that will ultimately be allocated to identifiable intangible assets and the related amount of amortization, may differ materially from this preliminary allocation. Any change in the valuation of Intangible assets could cause a corresponding increase or decrease in the balance of Goodwill. A hypothetical 10% change in the valuation of the definite-lived Intangible assets would result in a corresponding increase or decrease in the amortization expense of approximately $17 million for the three months ended March 31, 2026 and $68 million for the year ended December 31, 2025, assuming a weighted average useful life of 15 years. Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet (a) The adjustment to Cash and cash equivalents was due to the estimated payment of remaining transaction costs. (b) The adjustment to Restricted cash and cash equivalents was due to the payment of the purchase consideration to acquire JDE Peet’s. As of March 31, 2026, the Company’s Restricted cash and restricted cash equivalents included approximately $17.8 billion of legally segregated cash to be utilized for the completion of the JDE Peet’s Acquisition. (c) Elimination of Trade accounts receivable, net and Accounts payable balances between KDP and JDE Peet’s that are eliminated as part of the JDE Peet’s Acquisition. The transactions are assumed to be at-market for purposes of the unaudited pro forma condensed combined financial information. (d) The following table reflects the purchase accounting adjustment for Inventories based on the acquisition method of accounting. The preliminary fair value was determined based on the comparative sales method for finished goods and work-in-process inventory: Description (In millions) Amount Preliminary fair value of Inventories acquired $ 2,575 Elimination of JDE Peet’s historical carrying value of Inventories (2,214) Pro Forma net adjustment to Inventories $ 361 17 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) (e) The following table reflects the accounting adjustment for Property Plant & Equipment acquired based on the acquisition method of accounting as discussed in Note 3: Description (In millions) Amount Preliminary fair value of JDE Peet’s Property, plant, and equipment acquired $ 3,016 Elimination of JDE Peet’s historical carrying value of Property, plant, and equipment, net of computer software costs and right-of-use asset (1,776) Adjustment to align right-of-use asset with corresponding lease liability 1 Pro forma net adjustment to Property, plant, and equipment, net $ 1,241 (f) The following table reflects the elimination of JDE Peet’s historical Goodwill and the recognition of the preliminary Goodwill for estimated acquisition consideration in excess of the fair value of the net assets acquired as discussed in Note 3: Description (In millions) Amount Goodwill per preliminary purchase price allocation $ 9,750 Elimination of JDE Peet’s historical Goodwill (14,472) Pro forma net adjustment to Goodwill $ (4,722) (g) The following table reflects the purchase accounting adjustment of $10 billion for estimated Intangible assets acquired based on the acquisition method of accounting as discussed in Note 3: Description (In millions) Amount Preliminary fair value of JDE Peet’s Intangible assets acquired $ 14,760 Elimination of JDE Peet’s historical carrying value of Intangible assets (4,927) Pro forma net adjustment to Intangible assets, net $ 9,833 (h) The following table reflects the accounting adjustment for other non-current assets: Description (In millions) Amount Preliminary fair value of JDE Peet’s pension assets acquired $ 538 Elimination of JDE Peet’s historical carrying value of pension assets (533) Adjustment to align right-of-use asset with corresponding lease liability 8 Pro forma net adjustment to Other non-current assets $ 13 (i) Represents the fair value adjustment attributable to the remaining 2.25% of shares that were not tendered by shareholders. (j) The following table reflects the purchase accounting adjustment for JDE Peet’s historical Short-term borrowings and current portion of long-term obligations assumed based on the acquisition method of accounting. The preliminary fair value was determined using discounted cash flow methodology and trade prices where applicable: Description (In millions) Amount Preliminary fair value of assumed Short-term borrowings and current portion of long-term obligations $ 732 Elimination of JDE Peet’s historical current portion of obligations (749) Pro forma net adjustment to Short-term borrowings and current portion of long-term obligations $ (17) (k) Represents the adjustment to align right-of-use asset with corresponding lease liability. 18 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) (l) The following table reflects the purchase accounting adjustment for JDE Peet’s historical Long-term obligations assumed based on the acquisition method of accounting. The preliminary fair value was determined using discounted cash flow methodology and trade prices where applicable: Description (In millions) Amount Preliminary fair value of assumed Long-term obligations $ 4,239 Elimination of JDE Peet’s historical Long-term obligations (4,464) Pro forma net adjustment to Long-term obligations $ (225) (m) Reflects a deferred income tax liability (see Note 3) resulting from the preliminary purchase price allocation including fair value adjustments and changes to historical tax positions as a result of the JDE Peet’s acquisition. Tax pro forma adjustments are calculated based on applying estimated blended statutory tax rates to preliminary purchase price allocation adjustments by region. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the JDE Peet’s Acquisition. This estimate of the deferred income tax liability (see Note 3) is preliminary and is subject to change based upon KDP’s final determination of the fair values by jurisdiction. (n) The following table reflects the accounting adjustment for other non-current liabilities: Description (In millions) Amount Preliminary fair value of JDE Peet’s pension liabilities and Jubilee Plans acquired $ 141 Elimination of JDE Peet’s historical carrying value of pension liabilities and Jubilee Plans (151) Adjustment to align right-of-use asset with corresponding lease liability (2) Adjustment to record the deferred tax liability as a result of the Transactions 7 Pro forma net adjustment to Other non-current liabilities $ (5) (o) Represents the elimination of JDE Peet’s historical equity balances in conjunction with the JDE Peet’s Acquisition. The retained earnings elimination does not equal the JDE Peet’s retained earnings balance due to the estimated payment of remaining transaction costs included in the elimination. (p) Represents the fair value adjustment for JDE Peet’s Non-controlling interest. Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income (a) Elimination of Net sales between KDP and JDE Peet’s as part of the JDE Peet’s Acquisition. The transactions are assumed to be at-market. 19 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) (b) Reflects the adjustments to Cost of sales related to (i) preliminary fair value step-up adjustment to inventory, which is reflected in Cost of sales during the year as the related inventory is expected to be sold within twelve months following the closing of the JDE Peet’s Acquisition, (ii) the removal of JDE Peet’s historical amortization and depreciation expense recorded within Cost of sales during the period, (iii) the addition of depreciation expense recorded within Cost of sales from acquired Property, plant, and equipment and (iv) elimination of Cost of sales between KDP and JDE Peet’s that are eliminated as part of the JDE Peet’s Acquisition (the transactions are assumed to be at-market). Description (In millions) For the Three Months Ended March 31, 2026 For the Year Ended December 31, 2025 Preliminary fair value adjustment of Inventory $ — $ 361 Removal of historical amortization expense related to Intangible assets (1) (12) Removal of historical depreciation expense related to Property, plant, and equipment (44) (178) Depreciation expense for acquired Property, plant, and equipment 41 165 Elimination of transactions between KDP and JDE Peet’s (20) (81) Net pro forma transaction accounting adjustment to Cost of sales $ (24) $ 255 (c) Reflects the adjustments to Selling, general, and administrative expenses (“SG&A”), (i) including the removal of JDE Peet’s portion of historical amortization and depreciation expense recorded in SG&A, (ii) the addition of amortization expense related to definite-lived brands, customer and distributor relationships, and acquired technology recorded within SG&A, (iii) the addition of depreciation expense related to Property, plant, and equipment, (iv) recognition of expenses for estimated transaction costs and (v) recognition of post combination stock-based compensation expense. KDP is still in the process of evaluating the fair value of the definite-lived intangible assets. Any resulting change in the fair value would have a direct impact on amortization expense. The amortization of definite-lived intangible assets is calculated on a straight-line basis. The amortization is based on the periods over which the economic benefits of the intangible assets are expected to be realized, which are subject to adjustment as additional information becomes available. Description (In millions) For the Three Months Ended March 31, 2026 For the Year Ended December 31, 2025 Removal of historical amortization expense related to Intangibles $ (30) $ (116) Removal of historical depreciation expense related to Property, plant, and equipment (16) (72) Amortization expense for acquired Definite-lived brands 40 160 Amortization expense for acquired Customer and distributor relationships 21 85 Amortization expense for Acquired technology 12 48 Depreciation expense for acquired Property, plant, and equipment 17 67 Estimated transaction costs — 10 Post combination stock-based compensation expense 2 139 Net pro forma transaction accounting adjustment to SG&A $ 46 $ 321 (d) Reflects the adjustment to Interest expense, net related to the preliminary fair value adjustment to JDE Peet’s historical debt. 20 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) (e) Reflects the Interest expense and amortization of issuance costs related to the Debt Financing Transactions in connection with the JDE Peet’s Acquisition: Description (In millions) For the Three Months Ended March 31, 2026 For the Year Ended December 31, 2025 Delayed Draw Term Loan interest expense $ 22 $ 118 USD Notes and Euro Notes interest expense 2029 Notes 7 26 2031 Notes 8 30 2036 Notes 9 40 2056 Notes 11 46 Total USD Notes interest expense 35 142 2028 Notes 6 24 2030 Notes 9 35 2032 Notes 9 38 2035 Notes 10 43 Total Euro Notes interest expense 34 140 Amortization of debt issuance costs for the USD Notes and Euro Notes 2 7 Pro forma net debt financing adjustment to Interest expense, net $ 93 $ 407 (f) To record the income tax impact of the pro forma transaction accounting adjustments, excluding non-deductible transaction costs and non-deductible stock compensation, utilizing the blended statutory income tax rates, based on regional pre-tax data provided, of approximately 25% for the three months ended March 31, 2026, and the year ended December 31, 2025. Deductibility of estimated transaction costs was analyzed under US income tax law. Transaction costs deemed facilitative are non-deductible for US federal income tax purposes. Stock compensation is non-deductible under Netherlands local tax law and therefore, no tax benefit has been recorded as a pro forma income tax adjustment. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the JDE Peet’s Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. (g) Represents the estimated tax impact of income allocated from a taxable entity to a non-taxable entity related to non-controlling interest within the Pod Manufacturing JV, which is not subject to federal income tax. (h) Represents certain nonrecurring tax expenses related to implementing the Pod Manufacturing JV investment structure, including withholding taxes and the recognition of a valuation allowance on specific deferred tax assets. (i) The JV Investor Partner will be entitled to 49% of the Pod Manufacturing JV’s distributions until it achieves a target internal rate of return equal to 6.375% in each of the first five years, which is assumed to be met based on the income of the Pod Manufacturing JV for the periods presented; the JV Investor Partner will receive 49% of distributions in years thereafter which are classified as non-controlling interest on the unaudited pro forma condensed combined statement of income. Note 6 – Earnings Per Share (“EPS”) Based on the Equity Financing Transactions, basic EPS reflects net income attributable to common stockholders after deducting preferred dividends related to the Convertible Preferred Stock. The Preferred Investors are entitled to participate in dividends declared or paid on the common stock on an as-converted basis (provided that any such dividends on the common stock on an as-converted basis received by Preferred Investors will reduce, on a dollar-for-dollar basis, the preferred dividends such Preferred Investors are entitled to otherwise receive), and therefore net income attributable to common stockholders is computed under the two-class method in periods when participation on an as-converted basis exceeds the preferred dividends related to the Convertible Preferred Stock. 21 NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) The following tables calculate the unaudited pro forma basic and diluted earnings per share, which reflects KDP’s historical EPS adjusted to reflect the impacts to EPS due to the Preferred Investment: Three Months Ended March 31, 2026 Description (In millions, except per share data) KDP Historical (As Reported) Pro Forma KDP Numerator: Pro forma net income attributable to common stockholders $ 270 $ 232 Less: Dividends allocated to Preferred Investors (i) — (53) Adjusted pro forma net income attributable to common stockholders – basic 270 179 Denominator – basic: Pro forma weighted average shares – basic 1,359.2 1,359.2 Pro forma net income per share – basic $ 0.20 $ 0.13 Denominator – diluted: Pro forma weighted average shares – diluted 1,363.7 1,363.7 Pro forma net income per share – diluted $ 0.20 $ 0.13 (i) Equal to income attributed to participating securities (Convertible Preferred Stock) calculated based on the greater of the preferred dividend rate of 4.75% in effect or participation on an as-converted basis. For purposes of this presentation, the preferred dividend rate was determined to be greater for the three months ended March 31, 2026. Year Ended December 31, 2025 Description (In millions, except per share data) KDP Historical (As Reported) Pro Forma KDP Numerator: Pro forma net income attributable to common stockholders $ 2,079 $ 1,956 Less: Dividends allocated to Preferred Investors (i) — (214) Adjusted pro forma net income attributable to common stockholders – basic 2,079 1,742 Denominator – basic: Pro forma weighted average shares – basic 1,358.1 1,358.1 Pro forma net income per share – basic $ 1.53 $ 1.28 Denominator – diluted: Pro forma weighted average shares – diluted 1,362.8 1,362.8 Pro forma net income per share – diluted $ 1.53 $ 1.28 (i) Equal to income attributed to participating securities (Convertible Preferred Stock) calculated based on the greater of the preferred dividend rate of 4.75% in effect or participation on an as-converted basis. For purposes of this presentation, the preferred dividend rate was determined to be greater for the year ended December 31, 2025. 22 |
EX-23.1 · EX-23.1 CONSENT OF DELOITTE ACCOUNTANTS B.V.
EX-23.1
exhibit231consentofdeloitt.htm
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EX-23.1 · EX-23.1 CONSENT OF DELOITTE ACCOUNTANTS B.V. EX-23.1 2 exhibit231consentofdeloitt.htm EX-23.1 CONSENT OF DELOITTE ACCOUNTANTS B.V. EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement No. 333-289652 on Form S-3ASR and in Registration Statement No. 333-233481 on Form S-8 of Keurig Dr Pepper Inc. of our report dated March 3, 2026 relating to the financial statements of JDE Peet’s N.V. appearing in this Current Report on Form 8-K/A dated June 11, 2026. /s/ Deloitte Accountants B.V. June 11, 2026 Amsterdam, The Netherlands |