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Keurig Dr Pepper (NYSE: KDP) executive reports RSU vesting and tax-share withholdings

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. President, US Refreshment Beverages Eric Gorli reported several equity award transactions. On March 2 and 3, 2026, restricted stock units (RSUs) granted in prior years converted into common stock on a one-for-one basis under the company’s 2019 Omnibus Stock Incentive Plan.

Through these conversions, Gorli acquired multiple blocks of common stock, including 7,459, 2,202, and 2,776 shares at no cash exercise price. Following these transactions and related withholdings, he directly held 94,195 common shares.

To cover tax obligations upon RSU vesting in accordance with Rule 16b-3, the company withheld 3,803 shares at $29.97 per share and 1,093 shares at $29.57 per share, which are reported as dispositions but do not reflect open-market sales.

Positive

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Negative

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Insider Gorli Eric
Role President, US Refreshment Bev.
Type Security Shares Price Value
Exercise Restricted Stock Unit 2,776 $0.00 --
Exercise Common Stock 2,776 $0.00 --
Tax Withholding Common Stock 1,093 $29.57 $32K
Exercise Restricted Stock Unit 7,459 $0.00 --
Exercise Restricted Stock Unit 2,202 $0.00 --
Exercise Common Stock 7,459 $0.00 --
Exercise Common Stock 2,202 $0.00 --
Tax Withholding Common Stock 3,803 $29.97 $114K
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 95,288 shares (Direct)
Footnotes (1)
  1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. Shares withheld for payment of applicable taxes upon vesting of RSUs in accordance with Rule 16b-3. As previously disclosed, these RSUs were granted on March 1, 2023, and vest in three installments as follows: 60% on March 2, 2026, the first trading day following March 1, 2026; 20% on March 1, 2027; and 20% on March 1, 2028. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019. As previously disclosed, these RSUs were granted on March 2, 2022, and vest in three installments as follows: 60% on March 2, 2025; 20% on March 2, 2026; and 20% on March 2, 2027. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019. As previously disclosed, these RSUs were granted on March 3, 2021, and vest in three installments as follows: 60% on March 3, 2024; 20% on March 3, 2025; and 20% on March 3, 2026. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gorli Eric
(Last) (First) (Middle)
6425 HALL OF FAME LANE
(Street)
FRISCO TX 75034
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Keurig Dr Pepper Inc. [ KDP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, US Refreshment Bev.
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/02/2026 M 7,459 A $0(1) 94,113 D
Common Stock 03/02/2026 M 2,202 A $0(1) 96,315 D
Common Stock 03/02/2026 F 3,803(2) D $29.97 92,512 D
Common Stock 03/03/2026 M 2,776 A $0(1) 95,288 D
Common Stock 03/03/2026 F 1,093(2) D $29.57 94,195 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (3) 03/02/2026 M 7,459 (3) (3) Common Stock 7,459 $0 4,972 D
Restricted Stock Unit (4) 03/02/2026 M 2,202 (4) (4) Common Stock 2,202 $0 2,201 D
Restricted Stock Unit (5) 03/03/2026 M 2,776 (5) (5) Common Stock 2,776 $0 0 D
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
2. Shares withheld for payment of applicable taxes upon vesting of RSUs in accordance with Rule 16b-3.
3. As previously disclosed, these RSUs were granted on March 1, 2023, and vest in three installments as follows: 60% on March 2, 2026, the first trading day following March 1, 2026; 20% on March 1, 2027; and 20% on March 1, 2028. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019.
4. As previously disclosed, these RSUs were granted on March 2, 2022, and vest in three installments as follows: 60% on March 2, 2025; 20% on March 2, 2026; and 20% on March 2, 2027. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019.
5. As previously disclosed, these RSUs were granted on March 3, 2021, and vest in three installments as follows: 60% on March 3, 2024; 20% on March 3, 2025; and 20% on March 3, 2026. The RSUs converted into common stock on a one-for-one basis pursuant to the Issuer's Omnibus Stock Incentive Plan of 2019.
Remarks:
/s/ Mark Jackson, attorney in fact 03/04/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did KDP executive Eric Gorli report on this Form 4?

Eric Gorli reported RSU conversions into common stock and related tax-share withholdings. Several restricted stock unit grants vested and converted one-for-one into Keurig Dr Pepper common shares, with a portion of the resulting stock withheld to satisfy tax liabilities under Rule 16b-3.

How many Keurig Dr Pepper shares did Eric Gorli acquire through RSU conversions?

Gorli acquired multiple common stock blocks via RSU conversions, including 7,459, 2,202, and 2,776 shares. These shares were issued at a per-share price of $0.00 as equity awards converted into stock under Keurig Dr Pepper’s 2019 Omnibus Stock Incentive Plan.

How many KDP shares were withheld to cover Eric Gorli’s tax obligations?

To cover tax obligations on RSU vesting, 3,803 shares were withheld at $29.97 per share and 1,093 shares at $29.57 per share. These tax-withholding transactions are reported as dispositions, but they do not represent open-market stock sales by Gorli.

What is Eric Gorli’s Keurig Dr Pepper share ownership after these transactions?

After the reported RSU conversions and tax-share withholdings, Eric Gorli directly owned 94,195 shares of Keurig Dr Pepper common stock. This figure reflects his post-transaction direct holdings reported in the Form 4’s non-derivative ownership detail for common stock.

How do the RSUs reported by Eric Gorli convert into Keurig Dr Pepper common stock?

The restricted stock units convert into Keurig Dr Pepper common stock on a one-for-one basis. Upon vesting under the company’s 2019 Omnibus Stock Incentive Plan, each RSU delivers one share of common stock, creating stock acquisitions without a cash exercise price.

Were Eric Gorli’s Keurig Dr Pepper transactions open-market purchases or sales?

The filing shows RSU exercises and tax-withholding dispositions, not open-market trades. Shares were acquired through derivative exercises at $0.00 and some shares were withheld by the issuer to pay taxes, consistent with Rule 16b-3 treatment of equity award vesting.