Newell Brands (NWL) executive reports RSU vesting and tax share withholdings

Rhea-AI Filing Summary

NEWELL BRANDS INC. executive Robert F. Posthauer reported multiple equity compensation transactions involving restricted stock units (RSUs) and common stock. On February 16–17, 2026, he exercised or converted several RSU awards into common shares at a stated price of $0.00 per share, reflecting non-cash conversions of derivative securities. As part of these vestings, shares were withheld to cover tax obligations, including 2,233 shares at $4.70 on February 16 and 1,380, 2,301 and 3,881 shares at $4.67 on February 17, consistent with the company’s use of its closing stock prices for tax calculations. After these transactions, Posthauer continued to hold tens of thousands of shares of Newell common stock directly.

SEC Form 4

FORM 4

UNITED 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

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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^*

Posthauer Robert F.

(Last) (First) (Middle)

5 CONCOURSE PARKWAY NE, 8TH FLOOR

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS INC. [ NWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Home & Com. - Com.

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/16/2026		M		6,519	A	$0	63,835	D
Common Stock	02/16/2026		F		2,233	D	$4.7(1)	61,602	D
Common Stock	02/17/2026		M		4,027	A	$0	65,629	D
Common Stock	02/17/2026		F		1,380	D	$4.67(2)	64,249	D
Common Stock	02/17/2026		M		7,374	A	$0	71,623	D
Common Stock	02/17/2026		F		2,301	D	$4.67(2)	69,322	D
Common Stock	02/17/2026		M		11,331	A	$0	80,653	D
Common Stock	02/17/2026		F		3,881	D	$4.67(2)	76,772	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/16/2026		M			6,519	(4)	(5)	Common Stock	6,519	$0	6,519	D
Restricted Stock Units	(3)	02/17/2026		M			4,027	(4)	(5)	Common Stock	4,027	$0	0	D
Restricted Stock Units	(3)	02/17/2026		M			7,374	(4)	(5)	Common Stock	7,374	$0	14,748	D
Restricted Stock Units	(6)	02/17/2026		M			11,331	(7)	(5)	Common Stock	11,331	$0	0	D

Explanation of Responses:

1. The withholding of shares to cover taxes on the vesting was calculated on the Company's closing stock price on February 13, 2026.

2. The withholding of shares to cover taxes on the vesting was calculated on the Company's closing stock price on February 17, 2026.

3. Each Time Based Restricted Stock Unit ("TRSU") represents a contingent right to receive one share of the Company's common stock.

4. The TRSU vests ratably in one-third increments on the grant date's first, second and third anniversaries, subject to the reporting person's continuous employment with the Company.

5. N/A

6. Each Performance Based Restricted Stock Unit ("PRSU") represents the right to receive one share of the Company's common stock.

7. The terms of the reporting person's PRSUs provide for vesting on February 17, 2026, subject to continuous employment with the Company.

Remarks:

	/s/ Bradford R. Turner, Attorney in Fact for Robert F. Posthauer	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NWL executive Robert F. Posthauer report?

Robert F. Posthauer reported RSU conversions into Newell Brands common stock and related share withholdings for taxes. These included multiple “M” code derivative exercises and “F” code tax-withholding dispositions on February 16–17, 2026, as part of his equity compensation program.

Did Robert F. Posthauer buy or sell NWL shares on the open market?

The filing shows no open-market buys or sells. Transactions were RSU exercises (“M” code) and share withholdings for taxes (“F” code), where shares are surrendered to cover tax liabilities rather than sold as discretionary trades in the market.

How many Newell Brands (NWL) shares were withheld for Robert F. Posthauer’s taxes?

Shares withheld for taxes included 2,233 shares at $4.70 on February 16, and 1,380, 2,301, and 3,881 shares at $4.67 on February 17. These amounts were calculated using Newell Brands’ closing stock prices on the respective dates.

What do the RSU transactions mean for Robert F. Posthauer’s NWL holdings?

The RSU transactions reflect equity awards vesting into common stock, increasing his gross share count. Some of those new shares were then withheld to satisfy tax obligations, resulting in a net increase but smaller than the total RSUs converted into common shares.

What is the nature of the RSUs reported by NWL executive Robert F. Posthauer?

The filing covers time-based and performance-based RSUs, each representing the right to receive one share of Newell Brands common stock. Time-based awards vest in one-third increments over three years, while performance-based RSUs vest on February 17, 2026, subject to continued employment.

What role does Robert F. Posthauer hold at Newell Brands (NWL)?

Robert F. Posthauer is identified as an officer of Newell Brands, holding the title President, Home & Com. - Com.. The reported RSU and common stock transactions relate to his compensation as a senior executive of the company.