Reynolds Consumer Products (REYN) CFO reports major RSU grants and vesting

Rhea-AI Filing Summary

Reynolds Consumer Products Inc. CFO Nathan D. Lowe reported multiple equity compensation events dated February 1, 2026. He received 15,164 restricted stock units (RSUs) earned from 2025 performance share units that will vest on February 1, 2028, and a separate grant of 34,182 RSUs that vest in three equal annual installments beginning February 1, 2027, subject to continued employment.

Several existing RSU awards were converted into common stock as they vested, and the company withheld shares at $23.17 per share to cover tax obligations. After these transactions, Lowe directly beneficially owned 22,526 shares of Reynolds common stock, along with multiple outstanding RSU awards that vest on various future dates.

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^*

Lowe Nathan D.

(Last) (First) (Middle)

C/O REYNOLDS CONSUMER PRODUCTS INC.

1900 W. FIELD COURT

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Reynolds Consumer Products Inc. [ REYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		M		883	A	(1)	11,282	D
Common Stock	02/01/2026		F		385(2)	D	$23.17	10,897	D
Common Stock	02/01/2026		M		4,639	A	(1)	15,536	D
Common Stock	02/01/2026		F		2,014(2)	D	$23.17	13,522	D
Common Stock	02/01/2026		M		1,082	A	(1)	14,604	D
Common Stock	02/01/2026		F		427(2)	D	$23.17	14,177	D
Common Stock	02/01/2026		M		4,079	A	(1)	18,256	D
Common Stock	02/01/2026		F		1,717(2)	D	$23.17	16,539	D
Common Stock	02/01/2026		M		4,528	A	(1)	21,067	D
Common Stock	02/01/2026		F		1,906(2)	D	$23.17	19,161	D
Common Stock	02/01/2026		M		5,811	A	(1)	24,972	D
Common Stock	02/01/2026		F		2,446(2)	D	$23.17	22,526	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 Units	(1)	02/01/2026		A		15,164(3)		(4)	(5)	Common Stock	15,164	$0	15,164	D
Restricted Stock Units	(1)	02/01/2026		A		34,182		(6)	(5)	Common Stock	34,182	$0	34,182	D
Restricted Stock Units	(1)	02/01/2026		M			883	(7)	(5)	Common Stock	883	$0	0	D
Restricted Stock Units	(1)	02/01/2026		M			4,639	(7)	(5)	Common Stock	4,639	$0	0	D
Restricted Stock Units	(1)	02/01/2026		M			1,082	(8)	(5)	Common Stock	1,082	$0	1,082	D
Restricted Stock Units	(1)	02/01/2026		M			4,079	(7)	(5)	Common Stock	4,079	$0	0	D
Restricted Stock Units	(1)	02/01/2026		M			4,528	(9)	(5)	Common Stock	4,528	$0	4,527	D
Restricted Stock Units	(1)	02/01/2026		M			5,811	(10)	(5)	Common Stock	5,811	$0	11,620	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Reynolds Consumer Products Inc. common stock.

2. Represents shares withheld by Reynolds Consumer Products Inc. (the "Company") to satisfy tax withholding obligations on the vesting of restricted stock units ("RSUs").

3. On February 1, 2025, the reporting person was granted performance share units ("PSUs"), with the number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period consisting of fiscal 2025. As determined on February 1, 2026, based on the Company's actual performance for 2025, the reporting person earned these PSUs, which are now the equivalent of RSUs with a service-based vesting condition and will vest on February 1, 2028.

4. The RSUs vest on February 1, 2028.

5. The RSUs do not have an expiration date.

6. The RSUs vest in three equal annual installments beginning on February 1, 2027, subject to the continued employment of the reporting person through each such vesting date.

7. The RSUs vested on February 1, 2026.

8. The RSUs vest in three annual installments beginning on February 1, 2025, subject to the continued employment of the reporting person through each such vesting date.

9. The RSUs vest in two annual installments beginning on February 1, 2026, subject to the continued employment of the reporting person through each such vesting date.

10. The RSUs vest in three annual installments beginning on February 1, 2026, subject to the continued employment of the reporting person through each such vesting date.

Remarks:

	/s/ Jill E. Barnett	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Reynolds (REYN) CFO Nathan D. Lowe report?

Nathan D. Lowe reported vesting and settlement of multiple restricted stock unit awards and new equity grants on February 1, 2026. Several RSUs converted into common shares, with some shares withheld for taxes, and new RSU grants increased his unvested equity holdings.

How many new restricted stock units did the REYN CFO receive?

He received 15,164 RSUs earned from 2025 performance share units and an additional grant of 34,182 RSUs. These awards are subject to time-based vesting conditions stretching from 2026 through 2028, contingent on his continued employment with Reynolds Consumer Products Inc.

What are the vesting terms of Nathan D. Lowe’s new RSUs at Reynolds?

The 15,164 RSUs converted from 2025 performance share units will vest on February 1, 2028. The separate 34,182 RSU grant vests in three equal annual installments starting February 1, 2027, provided Lowe remains employed through each applicable vesting date.

Why were Reynolds (REYN) shares withheld at $23.17 in this Form 4?

Shares were withheld at $23.17 per share to satisfy tax withholding obligations when certain RSUs vested on February 1, 2026. Instead of paying cash, a portion of the newly delivered common shares was retained by the company to cover these tax liabilities.

How many Reynolds common shares does the CFO own after these transactions?

Following the reported RSU conversions and tax withholdings on February 1, 2026, Nathan D. Lowe beneficially owned 22,526 shares of Reynolds Consumer Products Inc. common stock directly. He also continues to hold several unvested RSU awards with future vesting schedules.

How were 2025 performance share units treated in the REYN CFO’s filing?

Performance share units granted on February 1, 2025 were settled based on the company’s actual 2025 performance, earning 15,164 units. As of February 1, 2026, these units became RSUs with a service-based condition and will vest in full on February 1, 2028.