Reynolds (REYN) VP Mayrhofer reports new RSUs and stock from vesting

Rhea-AI Filing Summary

Reynolds Consumer Products VP, Controller & CAO Chris Mayrhofer reported multiple equity compensation transactions dated February 1, 2026. He acquired 3,505 restricted stock units converted from 2025 performance share units that will vest on February 1, 2028, and a separate grant of 6,663 restricted stock units with time-based vesting.

Several restricted stock unit awards vested, delivering common shares, while the company withheld 458 shares at $23.71 and additional shares at $23.17 to cover tax obligations. Following these transactions, Mayrhofer directly owned 22,725 shares of Reynolds Consumer Products common stock in addition to his remaining restricted stock unit holdings.

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^*

Mayrhofer Chris

(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)
	VP, Controller & CAO

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		1,202	A	(1)	17,439	D
Common Stock	02/01/2026		F		458(2)	D	$23.71	16,981	D
Common Stock	02/01/2026		M		6,312	A	(1)	23,293	D
Common Stock	02/01/2026		F		2,290(2)	D	$23.17	21,003	D
Common Stock	02/01/2026		M		1,337	A	(1)	22,340	D
Common Stock	02/01/2026		F		462(2)	D	$23.17	21,878	D
Common Stock	02/01/2026		M		1,344	A	(1)	23,222	D
Common Stock	02/01/2026		F		497(2)	D	$23.17	22,725	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		3,505(3)		(4)	(5)	Common Stock	3,505	$0	3,505	D
Restricted Stock Units	(1)	02/01/2026		A		6,663		(6)	(5)	Common Stock	6,663	$0	6,663	D
Restricted Stock Units	(1)	02/01/2026		M			1,202	(7)	(5)	Common Stock	1,202	$0	0	D
Restricted Stock Units	(1)	02/01/2026		M			6,312	(7)	(5)	Common Stock	6,312	$0	0	D
Restricted Stock Units	(1)	02/01/2026		M			1,337	(8)	(5)	Common Stock	1,337	$0	1,337	D
Restricted Stock Units	(1)	02/01/2026		M			1,344	(9)	(5)	Common Stock	1,344	$0	2,686	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. RSUs vest as follows: one-third of the RSUs vest on each of the first three anniversaries of the date of grant.

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 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 Barnett	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did REYN executive Chris Mayrhofer report on February 1, 2026?

Chris Mayrhofer reported vesting and settlement of several restricted stock unit awards into Reynolds Consumer Products common stock, plus new restricted stock unit grants. Some of the shares delivered on vesting were withheld by the company to satisfy related tax withholding obligations at stated market prices.

How many new restricted stock units did Chris Mayrhofer receive in this REYN Form 4?

He received 3,505 restricted stock units earned from 2025 performance share units and an additional 6,663 restricted stock units with time-based vesting. The 3,505 units will vest on February 1, 2028, while the 6,663 units vest in three equal annual installments from the grant date.

What performance-based equity did REYN award to Chris Mayrhofer for fiscal 2025?

For fiscal 2025, Chris Mayrhofer earned 3,505 performance share units based on the company’s actual performance, which converted into restricted stock units. These units now carry a service-based vesting condition and are scheduled to vest in full on February 1, 2028, assuming continued employment.

How were taxes handled on Chris Mayrhofer’s REYN restricted stock unit vesting?

Reynolds Consumer Products withheld common shares to satisfy tax obligations arising from restricted stock unit vesting. The filing notes 458 shares withheld at $23.71 per share and additional shares withheld at $23.17 per share, reducing the net shares issued to the executive while covering required payroll taxes.

How many Reynolds Consumer Products shares does Chris Mayrhofer own after these transactions?

After the reported February 1, 2026 transactions, Chris Mayrhofer directly owned 22,725 shares of Reynolds Consumer Products common stock. This figure reflects the net result of restricted stock unit settlements into shares and company share withholdings for tax obligations as disclosed in the Form 4 filing.

What is the vesting schedule for the new REYN restricted stock units granted to Chris Mayrhofer?

The 3,505 restricted stock units converted from performance share units will vest on February 1, 2028. The separate 6,663 restricted stock unit grant vests in three equal installments, with one-third vesting on each of the first three anniversaries of the date of grant, subject to continued employment.