Keurig Dr Pepper (NYSE: KDP) CHRO receives large RSU grants and withholds shares for taxes

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. Chief Human Resources Officer Mary Beth DeNooyer reported multiple equity transactions in company stock. On March 4, 2026, she received two new restricted stock unit (RSU) awards of 31,175 and 83,132 RSUs, each convertible into common stock on a one-for-one basis.

According to the vesting terms, the 31,175 RSUs vest in four 25% installments on March 4 of 2027, 2028, 2029, and 2030, while the 83,132 RSUs vest one third on March 4 of 2027, 2028, and 2029. On March 5, 2026, 6,757 previously granted RSUs converted into common stock, and 3,404 common shares at $28.05 per share were withheld to cover taxes upon vesting under Rule 16b-3, leaving her with 96,171 directly held common shares.

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

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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^*

DeNooyer Mary Beth

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/05/2026		M		6,757	A	$0(1)	99,575	D
Common Stock	03/05/2026		F		3,404(2)	D	$28.05	96,171	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)	03/04/2026		A		31,175		(3)	(3)	Common Stock	31,175	$0	31,175	D
Restricted Stock Unit	(4)	03/04/2026		A		83,132		(4)	(4)	Common Stock	83,132	$0	83,132	D
Restricted Stock Unit	(5)	03/05/2026		M			6,757	(5)	(5)	Common Stock	6,757	$0	20,271	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. Subject to certain vesting conditions and exceptions, these RSUs vest in four installments as follows: 25% on March 4, 2027; 25% on March 4, 2028; 25% on March 4, 2029; and 25% on March 4, 2030. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

4. Subject to certain vesting conditions and exceptions, these RSUs vest one third on each anniversary date as follows: one third on March 4, 2027; one third on March 4, 2028; and one third on March 4, 2029. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting.

5. As previously disclosed, these RSUs were granted on March 5, 2025, and vest in four installments as follows: 25% on March 5, 2026; 25% on March 5, 2027; 25% on March 5, 2028; and 25% on March 5, 2029. 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	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did KDP executive Mary Beth DeNooyer report?

Mary Beth DeNooyer reported RSU grants and related share activity. She received RSU awards of 31,175 and 83,132 units, had 6,757 RSUs convert into common stock, and 3,404 common shares were withheld at $28.05 per share for tax obligations under Rule 16b-3.

How many Keurig Dr Pepper common shares does Mary Beth DeNooyer hold after these Form 4 transactions?

After the reported transactions, Mary Beth DeNooyer directly holds 96,171 shares of Keurig Dr Pepper common stock. This figure reflects RSUs that converted into common shares and shares withheld to satisfy tax obligations in connection with vesting, as disclosed in the Form 4 filing.

What are the vesting terms of Mary Beth DeNooyer’s 31,175 KDP RSU grant?

The 31,175 restricted stock units vest in four equal 25% installments. Vesting dates are March 4, 2027; March 4, 2028; March 4, 2029; and March 4, 2030, with each RSU representing a contingent right to receive one share of Keurig Dr Pepper common stock upon vesting.

What are the vesting terms of Mary Beth DeNooyer’s 83,132 KDP RSU grant?

The 83,132 restricted stock units vest in three equal installments. One third vests on March 4, 2027; one third on March 4, 2028; and one third on March 4, 2029. Each RSU converts into one share of Keurig Dr Pepper common stock when it vests.

Why were 3,404 Keurig Dr Pepper shares withheld in Mary Beth DeNooyer’s Form 4?

The 3,404 common shares were withheld at $28.05 per share to cover applicable taxes upon vesting of RSUs. This tax-withholding disposition was carried out in accordance with Rule 16b-3, which governs certain insider transactions under U.S. securities regulations.

How do Mary Beth DeNooyer’s RSUs convert into Keurig Dr Pepper common stock?

Each restricted stock unit converts into one share of Keurig Dr Pepper common stock. Conversion occurs upon vesting, subject to the specified vesting schedules and conditions described for each award, including multi-year installment vesting dates extending through 2030.