Newell Brands (NWL) CEO exercises RSUs and settles vesting taxes in stock

Rhea-AI Filing Summary

NEWELL BRANDS INC. President & CEO Christopher H. Peterson reported multiple equity award transactions involving restricted stock units and common stock on February 16–17, 2026. He exercised or converted several blocks of time-based and performance-based restricted stock units into common shares at no cash exercise price.

To cover tax obligations on these vestings, shares of common stock were withheld at closing prices of $4.67 and $4.70 per share as described in the notes. After these exercises and tax-withholding dispositions, Peterson directly owned 919,637 shares of Newell common stock.

Insights

Equity compensation analyst

CEO converted RSUs to shares and had taxes settled in stock.

Christopher H. Peterson, President & CEO of NEWELL BRANDS INC., exercised or converted multiple restricted stock unit awards into common stock on February 16–17, 2026. These include time-based and performance-based RSUs, each representing the right to receive one share of common stock.

Several resulting common shares were withheld at prices around $4.67–$4.70 to satisfy tax liabilities, a common administrative mechanism rather than open-market selling. Following all transactions, Peterson’s direct ownership stood at 919,637 common shares, indicating a net increase in directly held stock from equity award vesting.

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
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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^*

Peterson Christopher H

(Last) (First) (Middle)

C/O NEWELL BRANDS INC.

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)

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

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		162,972	A	$0	761,100	D
Common Stock	02/16/2026		F		62,166	D	$4.7(1)	698,934	D
Common Stock	02/17/2026		M		41,247	A	$0	740,181	D
Common Stock	02/17/2026		F		18,496	D	$4.67(2)	721,685	D
Common Stock	02/17/2026		M		116,069	A	$0	837,754	D
Common Stock	02/17/2026		F		35,395	D	$4.67(2)	802,359	D
Common Stock	02/17/2026		M		212,615	A	$0	1,014,974	D
Common Stock	02/17/2026		F		95,337	D	$4.67(2)	919,637	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			162,972	(4)	(5)	Common Stock	162,972	$0	162,973	D
Restricted Stock Units	(3)	02/17/2026		M			41,247	(4)	(5)	Common Stock	41,247	$0	0	D
Restricted Stock Units	(3)	02/17/2026		M			212,615	(4)	(5)	Common Stock	212,615	$0	425,230	D
Restricted Stock Units	(6)	02/17/2026		M			116,069	(7)	(5)	Common Stock	116,069	$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 Christopher H. Peterson	02/18/2026
	** 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.
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FAQ

What did Newell Brands (NWL) CEO Christopher Peterson report in this Form 4?

Christopher Peterson reported multiple equity award transactions where restricted stock units converted into Newell common stock. Some of the resulting shares were then withheld to cover tax obligations tied to vesting, leaving him with 919,637 directly owned common shares after the activity.

Did the Newell (NWL) CEO buy or sell shares in the open market?

The transactions involve exercises of restricted stock units and share withholding for taxes, not open-market buying or selling. Shares were acquired through equity awards, and a portion was disposed of solely to satisfy tax liabilities using the company’s closing stock prices.

How many Newell Brands (NWL) shares does the CEO own after these transactions?

After the reported equity award exercises and tax-withholding dispositions, Christopher Peterson directly owns 919,637 shares of Newell Brands common stock. This figure reflects his updated direct ownership following the vesting and conversion of multiple restricted stock unit awards.

What types of awards were involved in the Newell (NWL) CEO’s Form 4 filing?

The filing covers both Time Based Restricted Stock Units (TRSUs) and Performance Based Restricted Stock Units (PRSUs). Each unit represents the right to receive one share of Newell common stock upon vesting, subject to continuous employment and the specified vesting schedules.

Why were some Newell (NWL) shares disposed of in these CEO transactions?

Shares were disposed of under transaction code “F,” meaning stock was withheld to pay taxes due on vesting. The number of shares withheld was calculated using Newell’s closing stock prices on February 13, 2026 and February 17, 2026, according to the footnotes.

How do Newell (NWL) time-based RSUs vest for the CEO?

Each time-based restricted stock unit vests in three equal annual installments. The units vest ratably in one-third increments on the first, second and third anniversaries of the grant date, conditioned on Christopher Peterson’s continuous employment with Newell Brands.

When do Newell (NWL) performance-based RSUs vest for the CEO?

The CEO’s performance-based restricted stock units are scheduled to vest on February 17, 2026, as long as he remains continuously employed with Newell Brands. Each vested PRSU converts into one share of the company’s common stock upon satisfaction of the vesting terms.