SBUX Form 4: CEO Brian Niccol RSU Tax-Withholding of 56,319.906 Shares

Rhea-AI Filing Summary

Brian R. Niccol, chairman and chief executive officer of Starbucks Corporation (SBUX), reported on Form 4 that on 09/09/2025 the company withheld 56,319.906 shares of common stock to satisfy tax-withholding obligations upon vesting of restricted stock units at a reported price of $83.81 per share. The filing shows this withholding was recorded as a disposition (code F) and was not an open-market sale. After the transaction, Mr. Niccol beneficially owned 379,835.094 shares.

The filing also notes that the total beneficial ownership includes 10,352 shares received as dividend equivalents on unvested time-based restricted stock units. The Form 4 was signed on behalf of Mr. Niccol by an attorney-in-fact on 09/11/2025.

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested RSUs by the CEO; recorded as disposition but not an open-market sale.

The Form 4 documents a common administrative action where the issuer withheld shares to cover tax obligations on vested restricted stock units. The transaction code (F) and the explanation clarify this was not a market sale, which limits immediate signaling about insider sentiment. The remaining reported beneficial ownership of 379,835.094 shares and the inclusion of 10,352 dividend-equivalent shares are straightforward; there is no indication of additional sales or exercise activity in this filing.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting requirements and shows normal RSU tax withholding by the issuer.

The filing meets disclosure expectations by identifying the reporting person, relationship to the issuer (chairman and CEO), transaction details, and a clear explanation that shares were withheld to satisfy taxes upon vesting. Signature by an attorney-in-fact is properly noted. From a governance perspective, this is routine documentation of compensation-related share withholding and does not by itself indicate changes in board-level ownership intentions.

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^*

Niccol Brian R

(Last) (First) (Middle)

2401 UTAH AVENUE SOUTH

(Street)

SEATTLE WA 98134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STARBUCKS CORP [ SBUX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		F		56,319.906(1)	D	$83.81	379,835.094(2)	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

Explanation of Responses:

1. Shares withheld by the issuer to satisfy tax withholding obligations upon vesting of restricted stock units; not an open market transaction.

2. Includes 10,352 shares representing dividend equivalents received on unvested time-based restricted stock units.

	/s/ Stephanie A. Tso, attorney-in-fact for Brian R. Niccol	09/11/2025
	** 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 Brian Niccol report on Form 4 for SBUX on 09/09/2025?

The filing reports 56,319.906 shares were withheld to satisfy tax withholding on vested restricted stock units at a price of $83.81 per share; it was not an open-market sale.

How many Starbucks shares did Brian Niccol beneficially own after the transaction?

Following the reported transaction, Mr. Niccol beneficially owned 379,835.094 shares.

Were the withheld shares an open-market sale or a tax-withholding action?

The filing explains the shares were withheld by the issuer to satisfy tax withholding obligations upon vesting, explicitly stated as not an open-market transaction.

Does the Form 4 mention any dividend-equivalent shares?

Yes. The filing states it includes 10,352 shares representing dividend equivalents received on unvested time-based restricted stock units.

Who signed the Form 4 and when?

The Form 4 was signed by Stephanie A. Tso, attorney-in-fact for Brian R. Niccol on 09/11/2025.