Newell Brands sets 2026 incentive and bonus plans

Newell Brands Inc. outlines its 2026 long-term and annual incentive programs for key employees, including named executive officers.

Rhea-AI Filing Summary

Newell Brands Inc. outlines its 2026 long-term and annual incentive programs for key employees, including named executive officers. Under the 2026 Long-Term Incentive Plan, awards are delivered 50% as performance-based restricted stock units (PRSUs) and 50% as time-based restricted stock units (TRSUs), all based on Newell common stock.

PRSUs granted in 2026 can vest between 0% and 150% depending on equally weighted goals for Free Cash Flow Productivity and Annual Adjusted Earnings Per Share for the performance period beginning January 1, 2026. TRSUs and PRSUs have multi-year vesting schedules tied to specific grant dates and continued employment. Separately, the 2026 Bonus Program ties annual cash bonuses to adjusted operating cash flow, adjusted earnings per share, core sales and productivity savings at the corporate and, for one executive, business-segment level, with payout ranges from 0% to 200% of a target percentage of base salary.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Newell Brands (NWL) change in its 2026 long-term incentive plan?

Newell Brands approved 2026 Long-Term Incentive Plan Terms and Conditions using stock-based awards. Named executive officers receive grants split 50% into performance-based restricted stock units and 50% into time-based restricted stock units, with multi-year vesting tied to company performance metrics and continued employment through scheduled vesting dates.

How do PRSUs vest under Newell Brands’ 2026 long-term incentive plan?

Performance-based restricted stock units can vest from 0% to 150% of the target award. Vesting depends on equally weighted goals for Free Cash Flow Productivity and Annual Adjusted Earnings Per Share over a performance period starting January 1, 2026, plus continued employment through the applicable vesting date.

What are the vesting schedules for TRSUs in Newell Brands’ 2026 LTIP?

Time-based restricted stock units granted on or before February 28, 2026 vest in three installments ending February 15, 2029. Grants after February 28, 2026 vest in equal one-third installments on each of the first, second and third anniversaries of the grant date, contingent on continued employment.

How is the 2026 bonus for Newell Brands (NWL) executives determined?

For 2026, bonuses are based on base salary multiplied by a target payout percentage and a 0%–200% payout factor. That factor reflects achievement of corporate and, for one executive, business-segment goals for adjusted operating cash flow, adjusted earnings per share, core sales and productivity savings, plus possible individual-performance adjustments.

Which performance metrics drive Newell Brands’ 2026 Bonus Program?

The 2026 Bonus Program uses adjusted operating cash flow, adjusted earnings per share, core sales and productivity savings. Most named executive officers’ bonuses are fully tied to these corporate metrics, while one executive’s payout blends 30% corporate results with 70% segment-specific performance targets using the same metric categories.

Do Newell Brands executives need to stay employed to receive 2026 incentives?

Yes. Both stock-based and cash incentives generally require continued employment. PRSUs and TRSUs under the 2026 Long-Term Incentive Plan vest only if the executive remains employed through the applicable vesting dates, and 2026 cash bonuses typically require employment through the actual date of bonus payment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/13/2026 - 04:01 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 13, 2026 (February 9, 2026)

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware		1-9608		36-3514169
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

5 Concourse Parkway, NE, 8^th Floor, Atlanta, Georgia 30328

(Address of principal executive offices including zip code)

(770) 418-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS		TRADING SYMBOL		NAME OF EXCHANGE ON WHICH REGISTERED
Common stock, $1 par value per share		NWL		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2026 Long-Term Incentive Plan

On February 9, 2026, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Newell Brands Inc. (the “Company”) approved the 2026 Long-Term Incentive Plan Terms and Conditions (the “LTIP”), pursuant to which the Company makes annual long-term incentive awards based on shares of the Company’s common stock, including performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“TRSUs”). Under the LTIP, the Committee approves PRSU and TRSU awards to key employees, including the named executive officers. The value of the LTIP award is based upon a percentage of the named executive officer’s salary or such other dollar value as is determined by the Committee. Under the LTIP, a named executive officer’s LTIP award in 2026 will be comprised of 50% PRSUs and 50% TRSUs by value. PRSU awards under the LTIP will vest February 15, 2029 for awards granted on or prior to February 28, 2026, and three years from the date of grant for awards granted after February 28, 2026, subject to achievement of the applicable performance measures and continued employment. TRSU awards under the LTIP granted on or prior to February 28, 2026 will vest ratably in one-third increments, with one-third of the award vesting on the first anniversary of the date of grant, one-third of the award vesting on February 15, 2028, and the remainder of the award vesting on February 15, 2029, subject to continuous employment. TRSU awards under the LTIP granted after February 28, 2026 will vest ratably in one-third increments on each of the first, second and third anniversaries of the date of the grant, subject to continued employment.

The PRSUs awarded may vest at 0% to 150% depending upon achievement of equally-weighted performance goals for Free Cash Flow Productivity and Annual Adjusted Earnings Per Share Performance (as defined in the LTIP) set by the Committee for the performance period beginning as of January 1, 2026.

The summary above is qualified in its entirety by reference to the LTIP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

2026 Bonus Program

The Committee also established performance criteria under the Company’s Amended and Restated Management Bonus Plan for 2026 bonus awards (the “2026 Bonus Program”). For named executive officers Christopher Peterson, Mark Erceg, Tracy Platt, and Bradford Turner, 2026 bonus awards will be tied to corporate performance goals for adjusted operating cash flow, adjusted earnings per share, core sales and productivity savings (the “Corporate Metrics Payout”). For named executive officer Kristine K. Malkoski, 2026 bonus awards will be tied 30% to the Corporate Metrics Payout and 70% to applicable business segment performance goals for adjusted operating cash flow, adjusted operating income, core sales and productivity savings.

Following the completion of 2026, named executive officers are eligible to receive a bonus equal to such named executive officer’s base salary multiplied by the product of a target payout percentage and a payout percentage from 0% to 200% determined by the Committee based on attainment of applicable performance goals, and subject to adjustment up or down, based on individual performance, quality of results or other factors deemed relevant by the Committee. To be entitled to receive their bonuses, participants generally will be required to continue to be employed by the Company through the date of payment.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Description
10.1		Newell Brands Inc. 2026 Long-Term Incentive Plan Terms and Conditions
104		Cover Page Interactive Data File (formatted as inline XBLR and embedded within the document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				NEWELL BRANDS INC.
Dated: February 13, 2026				By:		/s/ Bradford R. Turner
						Bradford R. Turner
						Chief Legal & Administrative Officer and Corporate Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 32.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.5 KB