Newell Brands (NWL) awards 11,331 performance-based RSUs to senior executive

Rhea-AI Filing Summary

Newell Brands executive Robert F. Posthauer, President, Home & Com. - Com., reported acquiring 11,331 performance-based restricted stock units on February 9, 2026 at a price of $0 per unit. Each PRSU represents one share of Newell Brands common stock, all held directly.

The PRSUs relate to an award originally granted on February 17, 2023. Newell Brands’ Compensation and Human Capital Committee certified partial achievement of pre-established performance metrics, and the units are scheduled to vest on February 17, 2026, subject to Posthauer’s continuous employment with the company.

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

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^*

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)
02/09/2026

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

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	(1)	02/09/2026		A		11,331		(2)	(3)	Common Stock	11,331	$0	11,331	D

Explanation of Responses:

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

2. The Company's Compensation and Human Capital Committee certified partial achievement of the pre-established performance metrics for the reporting person's PRSUs granted on February 17, 2023. The terms of the reporting person's PRSUs provided for vesting on February 17, 2026, subject to continuous employment with the Company.

3. N/A

Remarks:

	/s/ Brian J. Decker, Attorney in Fact for Robert F. Posthauer	02/10/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did Newell Brands (NWL) report in this Form 4?

The filing reports that executive Robert F. Posthauer acquired 11,331 performance-based restricted stock units on February 9, 2026 at $0 per unit. These derivative awards are held directly and each unit represents the right to receive one share of Newell Brands common stock.

How many performance-based restricted stock units did Robert F. Posthauer receive from Newell Brands (NWL)?

Robert F. Posthauer received 11,331 performance-based restricted stock units. After this transaction, he beneficially owned 11,331 such units directly. Each PRSU corresponds to one share of Newell Brands common stock, subject to vesting conditions tied to performance and continued employment.

What conditions apply to Robert F. Posthauer’s Newell Brands (NWL) PRSUs?

The PRSUs are tied to pre-established performance metrics and require continuous employment through the vesting date. The Compensation and Human Capital Committee certified partial achievement of the performance goals for the PRSUs granted on February 17, 2023, which determines how many units become earned.

When are Robert F. Posthauer’s Newell Brands (NWL) PRSUs scheduled to vest?

The terms of Robert F. Posthauer’s performance-based restricted stock units provide for vesting on February 17, 2026. Vesting is contingent on his continuous employment with Newell Brands through that date and follows the Compensation and Human Capital Committee’s certification of performance goal achievement.

What role did Newell Brands’ Compensation and Human Capital Committee play in this Form 4 event?

The Compensation and Human Capital Committee certified partial achievement of the pre-established performance metrics for PRSUs granted to Robert F. Posthauer on February 17, 2023. This certification determined the portion of performance-based restricted stock units that were earned and reported as acquired in the Form 4.

What does each Newell Brands (NWL) performance-based restricted stock unit represent for Robert F. Posthauer?

Each performance-based restricted stock unit, or PRSU, represents the right to receive one share of Newell Brands common stock. Delivery of the underlying shares depends on satisfaction of the award’s performance conditions and the vesting schedule, including continuous employment through February 17, 2026.