16 unchanged sentences
During the quarter ended December 31, 2025 , none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as identified in Item 408(c) of Regulation S-K).
+Added: On January 29, 2026, the Company entered into amendments to the employment agreements (collectively, the “Amendments”) of Judith Buckner, Steve Estes and Lisa Smith (collectively, the “Executives”), each of whom is an executive officer of the Company.
+Added: The Amendments modify certain post-termination compensation and benefits provisions of the Executives’ employment agreements.
+Added: The material terms of the Amendments include:
+Added: Enhanced Cash Severance Prior to Sale:
+Added: The Amendments increase the cash severance payable to each Executive upon a qualifying termination prior to a “sale of business” (as defined in the employment agreements) to include a prorated annual bonus at target for the year in which the termination occurs.
+Added: Enhanced Cash Severance Following Sale:
+Added: The Amendments enhance severance benefits in the event of a qualifying termination within 12 months following a “sale of business” (as defined in the employment agreements) to include the Executive's annual bonus at target under the applicable multiplier.
+Added: Extended Health Benefits:
+Added: The Amendments extend health benefits coverage from 12 to 18 months following a qualifying termination.
+Added: Section 280G Provisions:
+Added: The Amendments address payments subject to Section 280G of the Internal Revenue Code, providing that if such payments would incur excise tax under Section 4999 of the Internal Revenue Code, they will either be (i) paid in full, with the Executive bearing the excise tax, or (ii) reduced to avoid the excise tax, depending on which option provides the greater after-tax benefit to the Executive.
+Added: Except for the changes described above, the material terms of the Executives’ employment agreements remain unchanged.
+Added: The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments filed as exhibits to this Annual Report on Form 10-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
42 unchanged sentences
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)
−Removed: 10.6*† Form of Restricted Stock Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations)
−Removed: 10.7*† Form of Performance Share Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations)
−Removed: 10.8*† Form of Restricted Stock Unit Award Agreement (for no continuous service requirement and full vesting on death situations)
−Removed: 10.9*† Form of Restricted Stock Unit Award Agreement (for double-trigger vesting in connection with a change in control situations)
−Removed: 10.10*† Form of Performance Share Unit Award Agreement (for double-trigger vesting in connection with a change in control situations)
−Removed: 10.11*† Form of Restricted Stock Unit Award Agreement, as amended November 2024
−Removed: 10.12*† Form of Performance Share Unit Award Agreement, as amended November 2024
+Added: 10.6† Form of Restricted Stock Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations) (incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.7† Form of Performance Share Unit Award Agreement (for full vesting on death, retirement or enhanced retirement situations) (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.8† Form of Restricted Stock Unit Award Agreement (for no continuous service requirement and full vesting on death situations) (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.9† Form of Restricted Stock Unit Award Agreement (for double-trigger vesting in connection with a change in control situations) (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.10† Form of Performance Share Unit Award Agreement (for double-trigger vesting in connection with a change in control situations) (incorporated herein by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.11† Form of Restricted Stock Unit Award Agreement, as amended November 2024 (incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.12† Form of Performance Share Unit Award Agreement, as amended November 2024 (incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.13† Form of Restricted Stock Unit Award Agreement (for double-trigger vesting in connection with a change in control situation for two-year vesting) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2025)
+Added: 10.14† Form of Restricted Stock Unit Award Agreement (for single-trigger vesting in connection with a change in control situation for two-year vesting) (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2025)
10.15† 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.
14 unchanged sentences
10.22*† Employment Agreement, dated effective January 1, 2025, by and between Reynolds Consumer Products Holdings LLC and Nathan D.
−Removed: 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)
+Added: Lowe (including the Restrictive Covenant Agreement attached thereto)
10.23† 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.
3 unchanged sentences
10.26† Amendment to Employment Agreement, dated May 31, 2022, between Reynolds Consumer Products LLC and Judith Buckner (incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 8, 2023)
+Added: 10.27*† Amendment to Employment Agreement, dated January 29, 2026, between Reynolds Consumer Products Holdings LLC and Judith Buckner
10.28† 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)
−Removed: 10.26*† Employment Agreement, dated February 1, 2022, between Reynolds Consumer Products LLC and Steve Estes (including the Restrictive Covenant Agreement attached thereto)
+Added: 10.29*† Amendment to Employment Agreement, dated January 29, 2026, between Reynolds Consumer Products Holdings LLC and Lisa Smith
+Added: 10.30† Employment Agreement, dated February 1, 2022, between Reynolds Consumer Products LLC and Steve Estes (including the Restrictive Covenant Agreement attached thereto) (incorporated herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
+Added: 10.31*† Amendment to Employment Agreement, dated January 29, 2026, between Reynolds Consumer Products Holdings LLC and Steve Estes
+Added: 10.32† Separation Agreement and Release of All Claims, dated as of May 8, 2025, between Reynolds Consumer Products LLC and Rachel Bishop (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on May 14, 2025)
10.33† 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 unchanged sentences
10.38 Amendment No.
−Removed: 3, dated December 3, 2024, to the Master Supply Agreement between Pactiv LLC, as seller, and Reynolds Consumer Products LLC, as buyer
+Added: 3, dated December 3, 2024, to the Master Supply Agreement between Pactiv LLC, as seller, and Reynolds Consumer Products LLC, as buyer (incorporated herein by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
10.39 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.
17 unchanged sentences
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)
+Added: 10.49 Amendment No.
+Added: 4, dated as of March 4, 2025, 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 Form 8-K filed with the SEC on March 4, 2025)
19.1 Reynolds Consumer Products Inc.
−Removed: Insider Trading Policy, as amended April 27, 2023
+Added: Insider Trading Policy, as amended April 27, 2023 (incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 5, 2025)
21.1* List of subsidiaries
44 unchanged sentences
Marla Gottschalk
+Added: /s/ Duncan Hawkesby Director February 4, 2026
+Added: Duncan Hawkesby
/s/ Allen Hugli Director February 4, 2026
4 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.