Reynolds (REYN) CAO Stephen Estes reports new RSUs and tax share withholding

Rhea-AI Filing Summary

Reynolds Consumer Products Inc. executive Stephen C. Estes, the Chief Administrative Officer, reported multiple equity compensation transactions dated February 1, 2026.

He acquired 12,272 restricted stock units (RSUs) that were earned from 2025 performance share units and will vest on February 1, 2028. He also received 18,677 RSUs that vest in three equal annual installments beginning February 1, 2027, subject to continued employment.

Several existing RSU awards vested and were settled into common stock, with RSUs converted into 3,020, 15,346, 4,207, and 4,703 shares. To satisfy tax withholding on these vestings, the company withheld 1,317, 5,391, 1,806, and 1,980 shares at a price of $23.17 per share. After these transactions, Estes directly owns 43,422 shares of Reynolds common stock, along with multiple outstanding RSU awards, including blocks of 12,272 and 18,677 RSUs.

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^*

Estes Stephen C.

(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 Administrative 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		3,020	A	(1)	29,660	D
Common Stock	02/01/2026		F		1,317(2)	D	$23.17	28,343	D
Common Stock	02/01/2026		M		15,346	A	(1)	43,689	D
Common Stock	02/01/2026		F		5,391(2)	D	$23.17	38,298	D
Common Stock	02/01/2026		M		4,207	A	(1)	42,505	D
Common Stock	02/01/2026		F		1,806(2)	D	$23.17	40,699	D
Common Stock	02/01/2026		M		4,703	A	(1)	45,402	D
Common Stock	02/01/2026		F		1,980(2)	D	$23.17	43,422	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		12,272(3)		(4)	(5)	Common Stock	12,272	$0	12,272	D
Restricted Stock Units	(1)	02/01/2026		A		18,677		(6)	(5)	Common Stock	18,677	$0	18,677	D
Restricted Stock Units	(1)	02/01/2026		M			3,020	(7)	(5)	Common Stock	3,020	$0	0	D
Restricted Stock Units	(1)	02/01/2026		M			15,346	(7)	(5)	Common Stock	15,346	$0	0	D
Restricted Stock Units	(1)	02/01/2026		M			4,207	(8)	(5)	Common Stock	4,207	$0	4,207	D
Restricted Stock Units	(1)	02/01/2026		M			4,703	(9)	(5)	Common Stock	4,703	$0	9,404	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 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, Attorney-in-Fact	02/03/2026
	** 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.

FAQ

What did Stephen C. Estes report in this Form 4 for Reynolds (REYN)?

Stephen C. Estes reported routine equity compensation activity. Several restricted stock unit (RSU) awards vested and converted into common shares, new RSU grants were issued, and shares were withheld by Reynolds Consumer Products Inc. to cover related tax withholding obligations.

How many Reynolds (REYN) RSUs were newly granted to Stephen C. Estes?

Stephen C. Estes received two significant RSU grants. He acquired 12,272 RSUs earned from 2025 performance share units that vest on February 1, 2028, and a separate 18,677 RSU grant that vests in three equal annual installments beginning February 1, 2027.

How many Reynolds (REYN) common shares does Stephen C. Estes own after these transactions?

After the reported transactions, Stephen C. Estes directly owns 43,422 common shares. This figure reflects multiple RSU conversions into common stock on February 1, 2026, net of shares withheld by the company to satisfy associated tax withholding obligations.

Why were some Reynolds (REYN) shares withheld at $23.17 for Stephen C. Estes?

Shares were withheld to cover tax obligations on RSU vesting. Reynolds Consumer Products Inc. withheld 1,317, 5,391, 1,806, and 1,980 shares at a price of $23.17 per share to satisfy Stephen C. Estes’s tax withholding on vested RSUs.

What are the key vesting terms for Stephen C. Estes’s new RSUs at Reynolds (REYN)?

His new RSUs vest over future service periods. The 12,272 RSUs earned from 2025 performance vest on February 1, 2028, while 18,677 RSUs vest in three equal annual installments starting February 1, 2027, contingent on continued employment.

Did Stephen C. Estes make open-market purchases or sales of Reynolds (REYN) stock?

The reported activity reflects equity awards and tax withholding, not open-market trades. Shares were issued from vested RSUs (coded “M”) and a portion was withheld (coded “F”) by the company to meet tax obligations at a fixed price of $23.17.