Keurig Dr Pepper (KDP) director converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Keurig Dr Pepper director Robert James Gamgort reported equity award activity involving restricted stock units and common shares. On March 2 and 3, he exercised several batches of restricted stock units, converting 30,699, 82,481, and 24,346 RSUs into common stock at no cash exercise price under the company’s Omnibus Stock Incentive Plan.

To cover applicable tax obligations upon vesting, he disposed of 12,081 and 42,038 common shares through share withholding transactions at prices of $29.57 and $29.97 per share, respectively, which are characterized as tax-withholding dispositions rather than open‑market sales. After these transactions, he directly held 1,942,875 common shares and also reported indirect ownership of additional shares held by 2024 and 2025 Trusts.

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^*

Gamgort Robert James

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		82,481	A	$0(1)	1,941,949(2)	D
Common Stock	03/02/2026		M		24,346	A	$0(1)	1,966,295	D
Common Stock	03/02/2026		F		42,038(3)	D	$29.97	1,924,257	D
Common Stock	03/03/2026		M		30,699	A	$0(1)	1,954,956	D
Common Stock	03/03/2026		F		12,081(3)	D	$29.57	1,942,875	D
Common Stock								102,142	I	By 2024 Trust
Common Stock								1,000,000	I	By 2025 Trust

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	(4)	03/02/2026		M			82,481	(4)	(4)	Common Stock	82,481	$0	54,987	D
Restricted Stock Unit	(5)	03/02/2026		M			24,346	(5)	(5)	Common Stock	24,346	$0	24,346	D
Restricted Stock Unit	(6)	03/03/2026		M			30,699	(6)	(6)	Common Stock	30,699	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. Reflects shares transferred between the reporting person and certain Trusts, which were exempt from reporting pursuant to Rule 16a-13.

3. Shares withheld for payment of applicable taxes upon vesting of RSUs in accordance with Rule 16b-3.

4. 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.

5. 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.

6. 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).
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FAQ

What did Keurig Dr Pepper (KDP) director Robert James Gamgort do in this Form 4?

Robert James Gamgort reported vesting and conversion of several batches of restricted stock units into common stock, along with share withholdings to pay taxes. These transactions reflect scheduled equity award activity rather than open‑market buying or selling of Keurig Dr Pepper shares.

How many Keurig Dr Pepper RSUs did Robert Gamgort convert into common stock?

Robert Gamgort converted blocks of 30,699, 82,481 and 24,346 restricted stock units into Keurig Dr Pepper common stock. Each RSU converted on a one‑for‑one basis under the company’s Omnibus Stock Incentive Plan, reflecting vesting of previously granted long‑term equity compensation awards.

Were Robert Gamgort’s Keurig Dr Pepper share disposals open‑market sales?

The reported disposals were tax-withholding transactions, not open‑market sales. A total of 12,081 and 42,038 common shares were withheld at $29.57 and $29.97 per share to satisfy tax liabilities triggered by vesting of restricted stock units.

How many Keurig Dr Pepper shares does Robert Gamgort own after these transactions?

Following the reported transactions, Robert Gamgort directly held 1,942,875 Keurig Dr Pepper common shares. He also reported indirect ownership of additional shares held by a 2024 Trust and a 2025 Trust, which are listed separately as indirect holdings in the filing.

What do the Keurig Dr Pepper RSU footnotes in the Form 4 explain?

The footnotes explain that restricted stock units convert into common stock on a one‑for‑one basis and detail vesting schedules for grants made in 2021, 2022 and 2023. They note that these awards vest in installments over multiple years under the 2019 Omnibus Stock Incentive Plan.

What is the significance of the 2024 and 2025 Trust holdings for KDP?

The Form 4 shows indirect ownership of Keurig Dr Pepper shares held by a 2024 Trust and a 2025 Trust. It also notes prior share transfers between the reporting person and certain trusts that were exempt under Rule 16a‑13, indicating estate or planning structures rather than trading activity.