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  4. [Form 4] Keurig Dr Pepper Inc. Insider Trading Activity

Keurig Dr Pepper (KDP) insider RSU vesting reduces holdings to 115,953 shares

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

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. (KDP) insider Roger F. Johnson had matching restricted stock units (RSUs) vest on 09/15/2025, resulting in an issuance of common shares and a tax-withholding disposition. One-third of Matching RSUs granted September 15, 2020 vested on September 15, 2025 and converted one-for-one into common stock under the Issuer's Omnibus Stock Incentive Plan of 2019. A total of 8,680 shares were issued upon conversion and 3,711 shares were withheld to cover taxes at a reported price of $26.75, leaving the reporting person with 115,953 shares beneficially owned after the transactions.

Positive

  • Matching RSUs vested as scheduled, demonstrating the company is following its stated compensation plan.
  • RSUs converted one-for-one into common stock under the Omnibus Stock Incentive Plan of 2019.
  • Tax withholding executed via share withholding, indicating administrative settlement of obligations without cash movement.

Negative

  • 3,711 shares were disposed of (withheld for taxes) at $26.75, reducing the reporting person's share count to 115,953.

Insights

TL;DR: Routine equity compensation vesting; small share withholding to satisfy taxes reduced holdings modestly.

The filing documents the scheduled vesting of matching RSUs granted in 2020 that converted to 8,680 shares. The related tax-withholding disposition of 3,711 shares at $26.75 appears administrative and consistent with typical equity compensation practices rather than an active market sale for liquidity. The net beneficial ownership reported after the transactions is 115,953 shares, which represents the insider's post-vesting stake disclosed on this Form 4.

TL;DR: Compensation plan mechanics executed as disclosed; matching RSUs vested per schedule with tax withholding applied.

The disclosure aligns with the Elite Investment Program's stated vesting schedule and the companys Omnibus Stock Incentive Plan. Conversion one-for-one and withholding to satisfy tax obligations are standard governance-compliant actions. No departures from plan terms or unusual transactions are evident in the filing.

Insider Johnson Roger Frederick
Role Chief Supply Chain Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 8,680 $0.00 --
Exercise Common Stock 8,680 $0.00 --
Tax Withholding Common Stock 3,711 $26.75 $99K
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 119,664 shares (Direct)
Footnotes (1)
  1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. Shares of common stock withheld for payment of applicable taxes upon vesting of RSUs in accordance with Rule 16b-3. As previously disclosed, these RSUs represent matching restricted stock units ("Matching RSUs") granted to the Reporting Person in connection with the Issuer's Elite Investment Program. These Matching RSUs were granted on September 15, 2020 and vest in three installments as follows: one-third on September 15, 2023, one-third on September 15, 2024, and one-third on September 15, 2025. One-third of the RSUs vested on September 15, 2025. 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).
1. Name and Address of Reporting Person*
Johnson Roger Frederick
(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 Supply Chain Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
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 09/15/2025 M 8,680 A $0(1) 119,664 D
Common Stock 09/15/2025 F 3,711(2) D $26.75 115,953 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) 09/15/2025 M 8,680 (3) (3) Common Stock 8,680 $0 0 D
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
2. Shares of common stock withheld for payment of applicable taxes upon vesting of RSUs in accordance with Rule 16b-3.
3. As previously disclosed, these RSUs represent matching restricted stock units ("Matching RSUs") granted to the Reporting Person in connection with the Issuer's Elite Investment Program. These Matching RSUs were granted on September 15, 2020 and vest in three installments as follows: one-third on September 15, 2023, one-third on September 15, 2024, and one-third on September 15, 2025. One-third of the RSUs vested on September 15, 2025. 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 09/17/2025
** 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 triggered the Form 4 filing for KDP?

The vesting of Matching RSUs granted on September 15, 2020 caused conversion into common stock on September 15, 2025, triggering the Form 4.

How many shares were issued upon vesting for Roger F. Johnson?

8,680 shares were issued when the Matching RSUs converted one-for-one into common stock.

Why were 3,711 shares disposed of and at what price?

3,711 shares were withheld to cover applicable taxes related to the vesting; the filing reports a price of $26.75 for that disposition.

What is the reporting person's beneficial ownership after these transactions?

115,953 shares beneficially owned following the reported transactions.

Are these transactions part of a compensation program?

Yes. The RSUs are Matching RSUs granted under the issuers Elite Investment Program and Omnibus Stock Incentive Plan of 2019, vesting in three installments.