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Item 9A. Controls and Procedures

2025-02-05 compared with 2024-02-07 · 51 added, 30 removed, 126 unchanged (39% of the section changed)

19 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will appear in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 10 will appear in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) under the captions “Proposal 1:

Election of Directors,” “Executive Compensation - Executive Officers,” and “Corporate Governance” and is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by Item 11 will appear in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 11 will appear in the Company’s 2025 Proxy Statement under the captions “Director Compensation,” “Executive Compensation” and “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will appear in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 12 will appear in the Company’s 2025 Proxy Statement under the captions “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will appear in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 13 will appear in the Company’s 2025 Proxy Statement under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance” and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 will appear in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 14 will appear in the Company’s 2025 Proxy Statement under the caption “Proposal 3:

Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

12 unchanged sentences

Exhibit Description

3.1 Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-39205) filed with the SEC on February 4, 2020)

3.1 Amended and Restated Certificate of Incorporation, conformed version that includes all amendments through April 25, 2024 (incorporated herein by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024)

3.2 Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

1 unchanged sentence

4.1 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2021)

4.2 Form of Indenture (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No.

4.2 Form of Indenture (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR (File No.

333-279197) filed with the SEC on May 8, 2024)

7 unchanged sentences

Equity Incentive Plan, as amended and restated effective January 27, 2022 (incorporate herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)

10.4† Form of Restricted Stock Unit Award Letter (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No.

333-234731) filed with the SEC on November 15, 2019)

10.5† Form of Restricted Stock Award Letter (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No.

333-234731) filed with the SEC on November 15, 2019)

10.4† Form of Restricted Stock Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)

10.5† Form of Performance Share Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2022)

10.8† Form of Performance Share Unit Award Letter (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.

333-234731) filed with the SEC on November 15, 2019)

10.6*† Form of Restricted Stock Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations)

10.7*† Form of Performance Share Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations)

10.8*† Form of Restricted Stock Unit Award Agreement (for no continuous service requirement and full vesting on death situations)

10.9*† Form of Restricted Stock Unit Award Agreement (for double-trigger vesting in connection with a change in control situations)

10.10*† Form of Performance Share Unit Award Agreement (for double-trigger vesting in connection with a change in control situations)

10.11*† Form of Restricted Stock Unit Award Agreement, as amended November 2024

10.12*† Form of Performance Share Unit Award Agreement, as amended November 2024

10.13† Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Lance Mitchell (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No.

333-234731) filed with the SEC on November 15, 2019)

10.10† Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Michael Graham (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No.

333-234731) filed with the SEC on November 15, 2019)

10.11† Amendment to Employment Agreement, dated May 31, 2022, between Reynolds Consumer Products LLC and Michael Graham (incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K filed with the SEC on February 8, 2023)

10.14† Transition Letter, dated as of October 24, 2024, by and between Reynolds Consumer Products Inc.

and Lance Mitchell (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)

10.15† Offer Letter, dated as of September 15, 2023, by and between Reynolds Consumer Products LLC and Scott E.

Huckins (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2023)

10.16† Employment Agreement, effective October 23, 2023, by and between Reynolds Consumer Products LLC and Scott E.

Huckins (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2023)

10.17† Offer Letter, dated October 24, 2024, by and between Reynolds Consumer Products Inc.

Huckins (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)

10.18† Amended and Restated Employment Agreement, dated effective January 1, 2025, by and between Reynolds Consumer Products Holdings LLC and Scott E.

Huckins (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)

10.19† Offer Letter, dated October 24, 2024, by and between Reynolds Consumer Products Inc.

and Nathan D.

Lowe (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)

10.20† Employment Agreement, dated effective January 1, 2025, by and between Reynolds Consumer Products Holdings LLC and Nathan D.

Lowe (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024)

10.21† Employment Agreement, dated July 29, 2019, between Reynolds Consumer Products LLC and Rachel Bishop (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No.

4 unchanged sentences

10.25† Employment Agreement, dated February 28, 2022, between Reynolds Consumer Products LLC and Lisa Smith (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC on February 8, 2023)

Offer Letter, dated as of September 15, 2023, by and between Reynolds Consumer Products LLC and Scott E.

Huckins (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 12, 2023)

Employment Agreement, effective October 23, 2023, by and between Reynolds Consumer Products LLC and Scott E.

Huckins (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 12, 2023)

10.26*† Employment Agreement, dated February 1, 2022, between Reynolds Consumer Products LLC and Steve Estes (including the Restrictive Covenant Agreement attached thereto)

10.27† Form of Assignment and Assumption Agreement for Employment Agreements, and Form of Assignment and Assumption Agreement for Restrictive Covenant Agreement, each by and among Reynolds Consumer Products LLC, Reynolds Consumer Products Holdings LLC, and Lance Mitchell, Scott Huckins, Rachel Bishop, Judith Buckner, Lisa Smith and Steve Estes (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024)

10.28 Master Supply Agreement, dated November 1, 2019, between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No.

8 unchanged sentences

2, dated March 31, 2023, to the Master Supply Agreement between Pactiv LLC, as seller, and Reynolds Consumer Products LLC, as buyer (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023)

10.32* Amendment No.

3, dated December 3, 2024, to the Master Supply Agreement between Pactiv LLC, as seller, and Reynolds Consumer Products LLC, as buyer

10.33 Warehousing and Freight Services Agreement, dated November 1, 2019, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No.

333-234731) filed with the SEC on November 15, 2019)

10.34 Amendment No.

1, dated November 16, 2021, Amendment No.

2, dated May 12, 2022, and Amendment No.

3, dated April 18, 2024, to the Warehousing and Freight Services Agreement between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.1 to Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024)

10.35 Amended and Restated Lease Agreement, dated January 1, 2020, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2020)

9 unchanged sentences

2, dated as of November 21, 2023, to the Credit Agreement, dated as of February 4, 2020, between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent and certain lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023)

10.42 Amendment No.

3, dated as of October 17, 2024, to the Credit Agreement, dated as of February 4, 2020, between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2024)

19.1* Reynolds Consumer Products Inc.

Insider Trading Policy, as amended April 27, 2023

21.1* List of subsidiaries

8 unchanged sentences

97 Reynolds Consumer Products Inc.

Amended and Restated Compensation Recoupment Policy

Amended and Restated Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC on February 7, 2024)

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

9 unchanged sentences

REYNOLDS CONSUMER PRODUCTS INC.

/s/ Lance Mitchell

Lance Mitchell

/s/ Scott Huckins

Scott Huckins

Chief Executive Officer

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby make, constitute and appoint Lance Mitchell and Scott Huckins, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for them and in their name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the U.S.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby make, constitute and appoint Scott Huckins and Nathan Lowe, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for them and in their name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

1 unchanged sentence

Signature Title Date

/s/ Lance Mitchell Chief Executive Officer and Director

/s/ Scott Huckins Chief Executive Officer and Director

(Principal Executive Officer) February 5, 2025

Lance Mitchell

/s/ Scott Huckins Chief Financial Officer

(Principal Financial Officer) February 7, 2024

Scott Huckins

/s/ Nathan Lowe Chief Financial Officer

(Principal Financial Officer) February 5, 2025

/s/ Chris Mayrhofer Senior Vice President and Controller

1 unchanged sentence

Chris Mayrhofer

/s/ Richard Noll Director and Chairman of

/s/ Rolf Stangl Director and Chairman of

the Board of Directors February 5, 2025

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures