Securities Registration (section 12(b)) (8-a12b)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Keurig Dr Pepper Inc.

(Exact name of registrant as specified in its charter)

Delaware

98-0517725

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

53 South Avenue, Burlington, Massachusetts, 01830

(Address of principal executive offices, including zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered

Name of each exchange on which each class is to be registered

Common stock, par value $0.01

The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and

is effective pursuant to General Instruction A.(c) or (e), check the following box. ☑

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and

is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check

the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

______________________(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class to be so registered

(None)

Item 1. Description of Registrant’s Securities to Be Registered.

This registration statement on Form 8-A is being filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the transfer of the listing of the shares of common stock of Keurig Dr Pepper Inc., par value $0.01 per share (the “Common Stock”), from the New York Stock Exchange to The NASDAQ Global Select Market. The transfer of listing is to occur at the opening of trading on September 21, 2020.

The description of the Common Stock under the caption “Description of Capital Stock” in the prospectus forming a part of the Company’s registration statement on Form S-3 (File No. 333-233477), filed with the SEC on August 27, 2019, as amended from time to time (including any subsequent amendments or prospectus supplements with respect to the description of the Common Stock), is incorporated by reference herein.

Item 2. Exhibits.

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized.