Newell Brands (NWL) CFO receives over 1.6M performance stock units in PRSU awards

Rhea-AI Filing Summary

Newell Brands reported that its Chief Financial Officer, Mark J. Erceg, received significant performance-based equity awards in the form of restricted stock units (PRSUs) on February 9, 2026.

The filing shows an award of 113,315 PRSUs and a separate award of 1,655,172 PRSUs, each representing the right to receive one share of Newell’s common stock. These PRSUs relate to grants originally made in February 2023 and July 2023, for which Newell’s Compensation and Human Capital Committee certified performance achievement. The units are scheduled to vest in February 2026, provided Mr. Erceg remains continuously employed 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

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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^*

Erceg Mark J

(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)
	Chief Financial Officer

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		113,315		(2)	(3)	Common Stock	113,315	$0	113,315	D
Restricted Stock Units	(1)	02/09/2026		A		1,655,172		(4)	(3)	Common Stock	1,655,172	$0	1,655,172	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

4. The Company's Compensation and Human Capital Committee certified achievement of the pre-established performance metrics for the reporting person's PRSUs granted on July 5, 2023. The terms of the PRSUs granted on July 5, 2023 provide for vesting on February 27, 2026, subject to the continuous employment with the Company.

Remarks:

	/s/ Bradford R. Turner, Attorney in Fact for Mark J. Erceg	02/10/2026
	** 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 transaction did Newell Brands (NWL) report for its CFO?

Newell Brands reported that CFO Mark J. Erceg received performance-based restricted stock units on February 9, 2026. The grants were tied to earlier awards from 2023, with vesting dependent on certified performance and continued employment through specific 2026 vesting dates.

How many performance-based restricted stock units did the Newell (NWL) CFO receive?

Mark J. Erceg received 113,315 performance-based restricted stock units and a separate grant of 1,655,172 units. Each unit represents the right to receive one share of Newell Brands common stock, contingent on meeting performance conditions and remaining employed through stated vesting dates.

What triggers vesting of the CFO’s PRSUs at Newell Brands (NWL)?

Vesting of the CFO’s PRSUs depends on both performance certification and continued employment. The committee certified performance for awards granted in February and July 2023, and those PRSUs are scheduled to vest in February 2026 if Mark J. Erceg remains continuously employed.

Which Newell Brands (NWL) committee approved the CFO’s PRSU performance results?

The Compensation and Human Capital Committee approved the performance outcomes for the CFO’s PRSUs. It certified partial achievement for PRSUs granted on February 17, 2023, and full achievement for PRSUs granted on July 5, 2023, allowing the related restricted stock units to be awarded.

What is a PRSU in the context of Newell Brands (NWL) executive compensation?

A PRSU at Newell Brands is a Performance Based Restricted Stock Unit. Each PRSU entitles the holder to receive one share of Newell common stock if specified performance goals are achieved and the executive remains employed through the applicable vesting date.

When are the Newell Brands (NWL) CFO’s PRSUs expected to vest?

The PRSUs tied to the February 17, 2023 grant vest on February 17, 2026, if employment continues. The PRSUs from the July 5, 2023 grant are scheduled to vest on February 27, 2026, also subject to continuous employment with Newell Brands.