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

Rhea-AI Filing Summary

NEWELL BRANDS INC. executive Nicolas Duran, President, Outdoor & Rec., reported multiple equity award transactions involving restricted stock units and common stock. On February 16 and 17, he exercised or converted time-based restricted stock units into common shares at no cash exercise price, increasing his direct holdings.

To cover taxes owed on these vestings, the company withheld 3,826 and 12,178 shares on February 16 at $4.70 per share, and 4,653 shares on February 17 at $4.67 per share, as reflected in tax-withholding disposition transactions. After these movements, Duran directly held 77,026 shares of Newell Brands common stock.

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^*

Duran Nicolas

(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, Outdoor & Rec.

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		12,820	A	$0	46,238	D
Common Stock	02/16/2026		F		3,826	D	$4.7(1)	42,412	D
Common Stock	02/16/2026		M		35,854	A	$0	78,266	D
Common Stock	02/16/2026		F		12,178	D	$4.7(1)	66,088	D
Common Stock	02/17/2026		M		15,591	A	$0	81,679	D
Common Stock	02/17/2026		F		4,653	D	$4.67(2)	77,026	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			12,820	(4)	(5)	Common Stock	12,820	$0	12,821	D
Restricted Stock Units	(3)	02/16/2026		M			35,854	(6)	(5)	Common Stock	35,854	$0	0	D
Restricted Stock Units	(3)	02/17/2026		M			15,591	(4)	(5)	Common Stock	15,591	$0	31,184	D

Explanation of Responses:

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

2. Withholding of shares to cover taxes on the vesting was calculated based 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. The transition award restricted stock unit vests ratably in two (2) increments on the grant date's first and second anniversaries, subject to the reporting person's continuous employment with the Company.

Remarks:

	/s/ Bradford R. Turner, Attorney in Fact for Nicolas Duran	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 did Newell Brands (NWL) executive Nicolas Duran report in this Form 4?

Nicolas Duran reported vesting and conversion of restricted stock units into Newell Brands common stock, plus share withholdings for taxes. The transactions reflect routine equity compensation activity rather than open-market buying or selling, and leave him with 77,026 directly held shares after the reported movements.

How many Newell Brands (NWL) shares does Nicolas Duran hold after these transactions?

After the reported Form 4 transactions, Nicolas Duran directly holds 77,026 shares of Newell Brands common stock. This figure comes from the final post-transaction balance disclosed following a tax-withholding disposition on February 17, 2026, at a price of $4.67 per share.

Were the Newell Brands (NWL) Form 4 transactions open-market purchases or sales?

The transactions were not open-market trades; they involved exercises or conversions of restricted stock units and tax-withholding dispositions. Code “M” entries show derivative exercises into common stock, while code “F” entries reflect shares withheld to pay taxes on vesting, using closing stock prices.

What role do restricted stock units play in Nicolas Duran’s Newell Brands (NWL) compensation?

Restricted stock units form part of Duran’s equity compensation, vesting over time and converting into common stock. Footnotes describe time-based RSUs that vest in scheduled increments, contingent on continuous employment, and each unit represents a contingent right to receive one Newell Brands common share.

At what prices were Newell Brands (NWL) shares withheld for Nicolas Duran’s taxes?

Shares were withheld to cover taxes at $4.70 per share on February 16, 2026, and $4.67 per share on February 17, 2026. The withheld amounts are coded as tax-withholding dispositions and are based on Newell Brands’ closing stock prices on those dates.

Does this Newell Brands (NWL) Form 4 indicate large insider selling by Nicolas Duran?

The Form 4 reflects tax-withholding dispositions and RSU conversions, not discretionary open-market selling. Shares coded with transaction code “F” were delivered to satisfy tax liabilities upon vesting, while code “M” entries reflect derivative exercises that increased his direct common stock holdings.