Item 9B. OTHER INFORMATION
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Item 9B. OTHER INFORMATION
USE OF RULE 10B5-1 TRADING ARRANGEMENTS
On December 10, 2025, Robert Gamgort, Chairman of the Board, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1(c)”) for the sale of up to 1,400,000 shares of KDP’s common stock until January 1, 2027.
During the fourth quarter of 2025, no other directors or executive officers of KDP adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of KDP securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.
DEPARTURE OF CHAIRMAN OF THE BOARD OF DIRECTORS
On February 23, 2026, the Board accepted the resignation of Robert Gamgort as Chairman of the Board and a director of the Company, and the Board appointed Pamela Patsley, a current member of the Board, to serve as Chair of the Board, in each case, effective as of March 31, 2026. Mr. Gamgort’s resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. Accordingly, the Board will reduce its size to ten members upon Mr. Gamgort's resignation.
Ms. Patsley has served as a member of the Board since July 2018 and served as Lead Independent Director of the Board since December 2024. Ms. Patsley served as the Executive Chairman of MoneyGram International, Inc. from 2016 to 2018 and its Executive Chairman and Chief Executive Officer from 2009 to 2015. Prior to joining the Board, Ms. Patsley served on the board of directors of Dr Pepper Snapple Group, Inc.
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