Mayrhofer Chris 4

4 · Reynolds Consumer Products Inc. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

Reynolds (REYN) VP Chris Mayrhofer Receives RSUs; Shares Withheld

What Happened

Chris Mayrhofer, VP, Controller & CAO of Reynolds Consumer Products (REYN), had performance- and service-based equity awards convert/vest on February 1, 2026. The filing shows grant/award entries totaling 10,168 restricted stock units (RSUs) and related exercise/conversion activity on that date.
To satisfy tax withholding on the vesting/conversion, the company withheld 3,707 shares (sales reported as “F” — payment of tax liability) at prices roughly $23.17–$23.71, totaling about $86,138. Several derivative exercise/conversion lines (code M) and awarded-derivative lines (code A) appear in the filing documenting the conversion/vesting and subsequent share delivery/withholding.
This was not an open-market purchase or a voluntary sale by the insider; the withheld-share actions are routine tax-withholding following vesting and do not necessarily signal a change in insider sentiment.

Key Details

Transaction date: February 1, 2026; Form 4 filed February 3, 2026 (timely filing).
Withheld shares for taxes: 3,707 shares withheld at ~$23.17–$23.71, proceeds ≈ $86,138 (disposition code F).
Awards/grants: 3,505 RSUs and 6,663 RSUs reported as acquired (code A) — total 10,168 RSUs (derivative).
Footnotes of note:
- F2: shares were withheld by the company to satisfy tax withholding.
- F3: PSUs granted Feb 1, 2025 were earned and converted to RSUs that vest on Feb 1, 2028.
- F7: Certain RSUs vested on Feb 1, 2026 (triggering withholding).
- F6/F8/F9: vesting schedules vary by grant; some vest in three annual installments.
Shares owned after the transaction: not specified in the filing.
Transaction codes: M = exercise/conversion of derivative; A = grant/award; F = shares withheld to satisfy tax liability.

Context

Tax-withholding sales on vesting are common and routine; they are not the same as an insider selling shares on the open market and often do not indicate negative views on the company.
The filing documents conversion/vesting of PSUs to RSUs and scheduled vesting; some converted awards continue to have service-based vesting through 2028.

Form 4

Period: 2026-02-01

VP, Controller & CAO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-01+1,202→ 17,439 total
Tax Payment
Common Stock
[F2]
2026-02-01$23.71/sh−458$10,859→ 16,981 total
Exercise/Conversion
Common Stock
[F1]
2026-02-01+6,312→ 23,293 total
Tax Payment
Common Stock
[F2]
2026-02-01$23.17/sh−2,290$53,059→ 21,003 total
Exercise/Conversion
Common Stock
[F1]
2026-02-01+1,337→ 22,340 total
Tax Payment
Common Stock
[F2]
2026-02-01$23.17/sh−462$10,705→ 21,878 total
Exercise/Conversion
Common Stock
[F1]
2026-02-01+1,344→ 23,222 total
Tax Payment
Common Stock
[F2]
2026-02-01$23.17/sh−497$11,515→ 22,725 total
Award
Restricted Stock Units
[F1][F3][F4][F5]
2026-02-01+3,505→ 3,505 total
→ Common Stock (3,505 underlying)
Award
Restricted Stock Units
[F1][F6][F5]
2026-02-01+6,663→ 6,663 total
→ Common Stock (6,663 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F7][F5]
2026-02-01−1,202→ 0 total
→ Common Stock (1,202 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F7][F5]
2026-02-01−6,312→ 0 total
→ Common Stock (6,312 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F8][F5]
2026-02-01−1,337→ 1,337 total
→ Common Stock (1,337 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F9][F5]
2026-02-01−1,344→ 2,686 total
→ Common Stock (1,344 underlying)

Footnotes (9)

[F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Reynolds Consumer Products Inc. common stock.
[F2]Represents shares withheld by Reynolds Consumer Products Inc. (the "Company") to satisfy tax withholding obligations on the vesting of restricted stock units ("RSUs").
[F3]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.
[F4]The RSUs vest on February 1, 2028.
[F5]The RSUs do not have an expiration date.
[F6]RSUs vest as follows: one-third of the RSUs vest on each of the first three anniversaries of the date of grant.
[F7]The RSUs vested on February 1, 2026.
[F8]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.
[F9]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.

Signature

/s/ Jill Barnett|2026-02-03

4 files