Director at Newell Brands (NWL) exercises RSUs and updates share, phantom unit holdings

Rhea-AI Filing Summary

NEWELL BRANDS INC. director Judith A. Sprieser reported updated equity holdings, including an exercise of 30,418 Restricted Stock Units into common stock on May 7, 2026. Following this, she directly holds 80,393 shares of Newell common stock.

The filing also shows 34,801.54 Deferred RSU phantom stock units, which are tied one-for-one to common shares and will generally convert after her board service ends under the company’s Deferred Compensation Plan. Part of this phantom balance, 8,159.54 units, comes from the plan’s dividend reinvestment feature.

The company notes this Form 4 corrects previously understated beneficial ownership totals caused by an administrative error in an earlier report, and confirms that no transactions were omitted.

Insider Trade Summary

30,418 shares exercised/converted

Mixed 3 txns

Insider SPRIESER JUDITH A

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	30,418	$0.00	--
Exercise	Restricted Stock Units	30,418	$0.00	--
holding	Deferred RSU Phantom Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Deferred RSU Phantom Stock — 34,801.54 shares (Direct, null)

Footnotes (1)

1. This Form 4 includes corrected beneficial ownership totals in Table I, Column 5. The Form 4 filed on May 12, 2025 reporting beneficial ownership totals were understated due to an administrative error failing to carry forward beneficial ownership amounts reported on previous Form 4 reports. No transactions were omitted. Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. Common Stock. N/A The Reporting Person's phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the Reporting Person's service on the Company's Board, in accordance with the 2008 Deferred Compensation Plan, as amended ("DCP"). Represents vested awards of 26,642 RSU's granted in 2018, 2019 and 2020, pursuant to the Newell Rubbermaid Inc., 2013 Incentive Plan. The Reporting Person elected to defer settlement on the scheduled vesting date and the RSU's instead converted to an equal number of phantom stock units, in accordance with the DCP. The report total includes 8,159.54 phantom stock units acquired by the Reporting Person pursuant to a dividend reinvestment feature of the DCP, of which 2033.89 phantom stock units were acquired since the date of the last report. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the Reporting Person's service on the Company's Board.

Key Figures

RSUs exercised: 30,418 units Direct common shares after transaction: 80,393 shares Deferred RSU phantom units: 34,801.54 units +3 more

6 metrics

RSUs exercised 30,418 units Restricted Stock Units converted to common stock on May 7, 2026

Direct common shares after transaction 80,393 shares Total Newell Brands common stock held directly after RSU exercise

Deferred RSU phantom units 34,801.54 units Phantom stock units linked one-for-one to common stock

Phantom units from dividend reinvestment 8,159.54 units Includes 2,033.89 units acquired since the last report

Recently reinvested phantom units 2,033.89 units New phantom stock units from dividend reinvestment since prior filing

Derivative exercise entries 1 transaction Exercise or conversion of derivative security (RSUs) coded as M

Key Terms

Restricted Stock Units, phantom stock units, dividend reinvestment feature, Deferred Compensation Plan, +1 more

5 terms

Restricted Stock Units financial

"Represents vested awards of 26,642 RSU's granted in 2018, 2019 and 2020"

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.

phantom stock units financial

"converted to an equal number of phantom stock units, in accordance with the DCP"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

dividend reinvestment feature financial

"acquired by the Reporting Person pursuant to a dividend reinvestment feature of the DCP"

Deferred Compensation Plan financial

"in accordance with the 2008 Deferred Compensation Plan, as amended ("DCP")"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

beneficial ownership totals regulatory

"includes corrected beneficial ownership totals in Table I, Column 5"

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

SPRIESER JUDITH A

(Last) (First) (Middle)

C/O NEWELL BRANDS INC.

5 CONCOURSE PARKWAY NE, 8TH FLOOR

(Street)

ATLANTA GEORGIA 30328

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Units	05/07/2026		M		30,418	A	$0	80,393(1)	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	(2)	05/07/2026		M			30,418	05/07/2026	(3)	Common Stock	30,418	$0	0	D
Deferred RSU Phantom Stock	(4)							(5)	(3)	Common Stock	34,801.54		34,801.54(5)(6)	D

Explanation of Responses:

1. This Form 4 includes corrected beneficial ownership totals in Table I, Column 5. The Form 4 filed on May 12, 2025 reporting beneficial ownership totals were understated due to an administrative error failing to carry forward beneficial ownership amounts reported on previous Form 4 reports. No transactions were omitted.

2. Each restricted stock unit represents a contingent right to receive one share of Newell Brands Inc. Common Stock.

3. N/A

4. The Reporting Person's phantom stock units will convert to shares of the Company's Common Stock on a one-for-one basis after the end of the Reporting Person's service on the Company's Board, in accordance with the 2008 Deferred Compensation Plan, as amended ("DCP").

5. Represents vested awards of 26,642 RSU's granted in 2018, 2019 and 2020, pursuant to the Newell Rubbermaid Inc., 2013 Incentive Plan. The Reporting Person elected to defer settlement on the scheduled vesting date and the RSU's instead converted to an equal number of phantom stock units, in accordance with the DCP.

6. The report total includes 8,159.54 phantom stock units acquired by the Reporting Person pursuant to a dividend reinvestment feature of the DCP, of which 2033.89 phantom stock units were acquired since the date of the last report. The additional phantom stock units acquired pursuant to the dividend reinvestment feature will be settled for cash after the end of the Reporting Person's service on the Company's Board.

Remarks:

	/s/ Bradford R. Turner, Attorney In Fact for Judith Sprieser	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Judith A. Sprieser report at NEWELL BRANDS INC. (NWL)?

Judith A. Sprieser reported exercising 30,418 Restricted Stock Units into Newell Brands common stock. This derivative exercise increased her direct stock holdings and is part of her equity compensation, not an open-market purchase or sale.

How many NEWELL BRANDS INC. (NWL) shares does Judith A. Sprieser hold after this Form 4?

After the reported transactions, Judith A. Sprieser directly holds 80,393 shares of Newell Brands common stock. This reflects the conversion of 30,418 Restricted Stock Units into shares on May 7, 2026.

What are the Deferred RSU phantom stock units reported for NEWELL BRANDS INC. (NWL)?

Sprieser reports 34,801.54 Deferred RSU phantom stock units tied to Newell common stock. These units generally convert one-for-one to shares after her board service ends, under the company’s Deferred Compensation Plan.

How many phantom stock units at NEWELL BRANDS INC. (NWL) come from dividend reinvestment?

The report states that 8,159.54 phantom stock units were acquired via a dividend reinvestment feature, with 2,033.89 of those units added since the prior report. These particular units will be settled for cash after her board service ends.

Why does this NEWELL BRANDS INC. (NWL) Form 4 mention a correction?

The Form 4 explains that earlier beneficial ownership totals were understated due to an administrative error that failed to carry forward prior amounts. This filing corrects the totals and clarifies that no transactions were omitted from earlier reports.

What does each Restricted Stock Unit represent for NEWELL BRANDS INC. (NWL)?

Each Restricted Stock Unit represents a contingent right to receive one share of Newell Brands common stock. Upon vesting or exercise events, these units convert into actual shares, as reflected in this Form 4 filing.