Keurig Dr Pepper (KDP) CEO vests RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. CEO and President Timothy P. Cofer reported equity compensation activity involving restricted stock units. On May 20, 2026, 88,106 restricted stock units converted into an equal number of common shares. In connection with this vesting, 34,670 common shares were withheld at $28.69 per share to cover applicable taxes, a non-market disposition typically treated as payroll withholding rather than an open-market sale.

Following these transactions, Cofer held 53,436 common shares directly, with additional indirect holdings of 458,852 common shares through a 2010 trust and 400 common shares held by his children. The filing also shows 66,079 restricted stock units remaining outstanding after the conversion, continuing his equity incentive alignment with the company.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; no open-market trades.

Timothy P. Cofer, CEO of Keurig Dr Pepper, had 88,106 restricted stock units convert into common stock. This reflects scheduled equity compensation rather than discretionary buying. The RSUs convert one-for-one under the company’s Omnibus Stock Incentive Plan.

To cover taxes on vesting, 34,670 shares were withheld at $28.69 per share, consistent with a code F transaction under Rule 16b-3. This is a non-market disposition and does not signal a traditional stock sale.

After these moves, Cofer holds 53,436 common shares directly, plus indirect positions of 458,852 shares via a 2010 trust and 400 shares held by his children. With 66,079 RSUs still outstanding, the filing shows significant ongoing equity exposure, indicating this is a routine compensation event.

Insider Trade Summary

88,106 shares exercised/converted

Mixed 5 txns

Insider Cofer Timothy P.

Role CEO & President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	88,106	$0.00	--
Exercise	Common Stock	88,106	$0.00	--
Tax Withholding	Common Stock	34,670	$28.69	$995K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 66,079 shares (Direct, null); Common Stock — 88,106 shares (Direct, null); Common Stock — 400 shares (Indirect, By children)

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. Reflects shares transferred between the reporting person and a trust, which was exempt from reporting pursuant to Rule 16a-13. As previously disclosed, these RSUs were granted on November 20, 2023, and vest in three installments as follows: 30% on May 20, 2025; 40% on May 20, 2026; and 30% on May 20, 2027. The RSUs converted into common stock on a one-for-one basis pursuant to Issuer's Omnibus Stock Incentive Plan.

Key Figures

RSUs converted: 88,106 shares Shares withheld for taxes: 34,670 shares Withholding price: $28.69 per share +4 more

7 metrics

RSUs converted 88,106 shares Restricted stock units converting into common stock on May 20, 2026

Shares withheld for taxes 34,670 shares Tax withholding on RSU vesting at $28.69 per share

Withholding price $28.69 per share Value used for tax-withholding disposition of 34,670 shares

Direct common shares after transaction 53,436 shares Direct holdings of common stock following reported transactions

Indirect trust holdings 458,852 shares Common shares held indirectly via 2010 trust

Children’s indirect holdings 400 shares Common shares held indirectly by children

Remaining RSUs 66,079 units Restricted stock units remaining outstanding after conversion

Key Terms

Restricted stock units ("RSUs"), Rule 16b-3, Rule 16a-13, Omnibus Stock Incentive Plan

4 terms

Restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 16b-3 regulatory

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

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Rule 16a-13 regulatory

"Reflects shares transferred between the reporting person and a trust, which was exempt from reporting pursuant to Rule 16a-13."

Omnibus Stock Incentive Plan financial

"The RSUs converted into common stock on a one-for-one basis pursuant to Issuer's Omnibus Stock Incentive Plan."

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^*

Cofer Timothy P.

(Last) (First) (Middle)

6425 HALL OF FAME LANE

(Street)

FRISCO TEXAS 75034

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		M		88,106	A	$0(1)	88,106	D
Common Stock	05/20/2026		F		34,670(2)	D	$28.69	53,436	D
Common Stock								400	I	By children
Common Stock								458,852(3)	I	By 2010 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)	05/20/2026		M			88,106	(4)	(4)	Common Stock	88,106	$0	66,079	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. Reflects shares transferred between the reporting person and a trust, which was exempt from reporting pursuant to Rule 16a-13.

4. As previously disclosed, these RSUs were granted on November 20, 2023, and vest in three installments as follows: 30% on May 20, 2025; 40% on May 20, 2026; and 30% on May 20, 2027. The RSUs converted into common stock on a one-for-one basis pursuant to Issuer's Omnibus Stock Incentive Plan.

Remarks:

	/s/ Mark Jackson, attorney in fact	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity transactions did KDP CEO Timothy Cofer report on this Form 4?

Timothy Cofer reported the vesting of 88,106 restricted stock units that converted into common stock. In the same event, 34,670 shares were withheld to satisfy tax obligations, with no open-market purchases or sales disclosed in the filing.

How many Keurig Dr Pepper shares were withheld for Timothy Cofer’s taxes?

The filing shows 34,670 common shares were withheld to pay applicable taxes upon RSU vesting. These shares were valued at $28.69 each, reflecting a tax-withholding disposition rather than an open-market sale by the Keurig Dr Pepper CEO.

What are Timothy Cofer’s direct share holdings in KDP after these transactions?

After the reported transactions, Timothy Cofer directly holds 53,436 shares of Keurig Dr Pepper common stock. This figure reflects his position following RSU conversion and related tax withholding, separate from additional indirect holdings through a trust and his children.

What indirect Keurig Dr Pepper holdings are attributed to Timothy Cofer?

The Form 4 shows 458,852 KDP shares held indirectly through a 2010 trust and 400 shares held by his children. These positions are reported as indirect ownership, in addition to Cofer’s direct common stock and remaining restricted stock units.

How many restricted stock units remain outstanding for Timothy Cofer at KDP?

Following the conversion of 88,106 restricted stock units into common shares, 66,079 RSUs remain outstanding for Timothy Cofer. These units are part of his long-term equity incentives under Keurig Dr Pepper’s Omnibus Stock Incentive Plan.

Did Timothy Cofer buy or sell Keurig Dr Pepper shares on the open market?

The transactions reported are RSU conversion and share withholding for taxes, not open-market trades. The code F tax-withholding disposition indicates shares were retained by the issuer to cover tax liabilities linked to equity compensation vesting.