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Starbucks (SBUX) EVP Sara Kelly has shares withheld for RSU tax obligations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Starbucks Corp executive Sara Kelly, EVP and chief partner officer, reported a routine tax-related share transaction. On the vesting of restricted stock units, 315.82 shares of common stock were withheld by Starbucks to cover tax obligations, not sold in the open market. After this withholding, Kelly directly holds 57,567.0208 Starbucks shares, including 230 shares that reflect dividend equivalents on unvested time-based restricted stock units.

Positive

  • None.

Negative

  • None.
Insider KELLY SARA
Role evp, chief partner officer
Type Security Shares Price Value
Tax Withholding Common Stock 315.82 $101.59 $32K
Holdings After Transaction: Common Stock — 57,567.021 shares (Direct, null)
Footnotes (1)
  1. Shares withheld by the issuer to satisfy tax withholding obligations upon vesting of restricted stock units; not an open market transaction. Includes 230 shares representing dividend equivalents on unvested time-based restricted stock units.
Shares withheld for taxes 315.82 shares Withheld upon RSU vesting to satisfy tax obligations
Withholding reference price $101.59 per share Price used for tax-withholding disposition
Shares held after transaction 57,567.0208 shares Direct Starbucks common stock ownership after withholding
Dividend equivalent shares 230 shares Dividend equivalents on unvested time-based RSUs included in holdings
Tax withholding transactions 1 transaction, 315.82 shares Summary of tax-withholding dispositions in this Form 4
restricted stock units financial
"Shares withheld by the issuer to satisfy tax withholding obligations upon vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"Shares withheld by the issuer to satisfy tax withholding obligations upon vesting"
dividend equivalents financial
"Includes 230 shares representing dividend equivalents on unvested time-based restricted stock units"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
time-based restricted stock units financial
"dividend equivalents on unvested time-based restricted stock units"
Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
KELLY SARA
(Last)(First)(Middle)
2401 UTAH AVENUE SOUTH
(Street)
SEATTLE WASHINGTON 98134
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
STARBUCKS CORP [ SBUX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
evp, chief partner officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026F315.82(1)D$101.5957,567.0208(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 230 shares representing dividend equivalents on unvested time-based restricted stock units.
/s/ Jonathan Miner, attorney-in-fact for Sara Kelly06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Starbucks (SBUX) executive Sara Kelly report in this Form 4?

Sara Kelly reported a tax-related share withholding tied to restricted stock unit vesting. Starbucks withheld 315.82 common shares to satisfy tax obligations, rather than selling shares in the market, and she continues to hold a substantial direct equity position afterward.

How many Starbucks (SBUX) shares were withheld for taxes in this filing?

The filing shows 315.82 Starbucks common shares were withheld to satisfy tax withholding obligations. This occurred upon the vesting of restricted stock units and is characterized as a tax-withholding disposition, not an open-market sale or discretionary trading transaction in the company’s stock.

How many Starbucks (SBUX) shares does Sara Kelly hold after this transaction?

After the tax-withholding transaction, Sara Kelly directly holds 57,567.0208 Starbucks common shares. This total includes 230 shares that represent dividend equivalents credited on unvested time-based restricted stock units, reflecting her ongoing compensation-linked ownership position in the company.

Was Sara Kelly’s Starbucks (SBUX) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The shares were withheld by Starbucks to satisfy tax withholding obligations when restricted stock units vested, as noted in the footnote, making it a routine compensation-related event rather than a discretionary sale into the market.

What do the dividend equivalent shares mean in this Starbucks (SBUX) Form 4?

The filing states Kelly’s holdings include 230 shares representing dividend equivalents on unvested time-based restricted stock units. Dividend equivalents mirror dividends that would have been paid on underlying units, accumulating as additional share-based amounts tied to those unvested awards.