Newell Brands (NYSE: NWL) CFO converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Newell Brands Chief Financial Officer Mark J. Erceg reported multiple equity award vestings and related share movements. On February 16–17, 2026, he converted several blocks of restricted stock units into common stock and had portions of those shares withheld to cover tax obligations at prices around $4.67–$4.70 per share.

After these transactions, Erceg directly held about 317,449.35 shares of Newell Brands common stock. Footnotes indicate some of these shares are owned in a joint account with his spouse and that he also holds 4,750.79 shares indirectly through the Newell Brands Employee Savings Plan, a 401(k) plan.

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)
02/16/2026

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		78,227	A	$0	189,619.35	D
Common Stock	02/16/2026		F		23,668	D	$4.7(1)	165,951.35	D
Common Stock	02/17/2026		M		40,269	A	$0	206,220.35	D
Common Stock	02/17/2026		F		18,057	D	$4.67(2)	188,163.35	D
Common Stock	02/17/2026		M		92,576	A	$0	280,739.35	D
Common Stock	02/17/2026		F		41,512	D	$4.67(2)	239,227.35	D
Common Stock	02/17/2026		M		113,315	A	$0	352,542.35	D
Common Stock	02/17/2026		F		35,093	D	$4.67(2)	317,449.35	D
Common Stock								243,725(3)	D
Common Stock								4,750.79(4)	I	By 401(k)

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	(5)	02/16/2026		M			78,227	(6)	(7)	Common Stock	78,227	$0	78,227	D
Restricted Stock Units	(5)	02/17/2026		M			40,269	(6)	(7)	Common Stock	40,269	$0	0	D
Restricted Stock Units	(5)	02/17/2026		M			92,576	(6)	(7)	Common Stock	92,576	$0	185,152	D
Restricted Stock Units	(8)	02/17/2026		M			113,315	(9)	(7)	Common Stock	113,315	$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. Represents shares owned in a joint account with reporting person's spouse. Previous Form 4 and Form 5 reports inadvertently reported these as indirect holdings, while still correctly describing them as jointly owned.

4. Represents shares held by the Reporting Person in the Newell Brands Employee Savings Plan, a 401(k) plan.

5. Each Time Based Restricted Stock Unit ("TRSU") represents a contingent right to receive one share of the Company's common stock.

6. 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.

7. N/A

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

9. 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 Mark J. Erceg	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).
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FAQ

What insider transactions did Newell Brands (NWL) CFO Mark Erceg report?

Mark Erceg reported vesting and conversion of multiple restricted stock unit awards into Newell Brands common stock in mid-February 2026. Some of the resulting shares were withheld to cover tax obligations, using closing stock prices on February 13 and February 17, 2026, respectively.

How many Newell Brands (NWL) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Mark Erceg directly held about 317,449.35 Newell Brands common shares. Footnotes also show an additional 4,750.79 shares held indirectly in the Newell Brands Employee Savings Plan, giving investors visibility into both his direct and retirement-plan ownership stakes.

Were the Newell Brands (NWL) CFO’s share disposals open-market sales?

The disposals were tax-withholding transactions, not open-market sales. Shares were withheld to satisfy tax liabilities arising from vesting and conversion of restricted stock units, with withholding amounts based on Newell Brands’ closing stock prices on February 13 and February 17, 2026.

What are the vesting terms for Newell Brands time-based RSUs reported in this Form 4?

Each time-based restricted stock unit (TRSU) represents a right to receive one Newell Brands common share. According to the disclosure, these TRSUs vest in equal one-third installments on the first, second, and third anniversaries of the grant date, contingent on continuous employment with the company.

How do Newell Brands (NWL) performance-based RSUs held by the CFO vest?

Each performance-based restricted stock unit (PRSU) corresponds to one Newell Brands common share. The terms described indicate the CFO’s PRSUs vest on February 17, 2026, assuming he remains continuously employed with the company through that date, aligning incentives with long-term service.

How are the Newell Brands (NWL) CFO’s indirect holdings structured?

The filing notes that 4,750.79 Newell Brands shares are held indirectly in the Newell Brands Employee Savings Plan, a 401(k) plan. A footnote also explains that shares in a joint account with his spouse are reported as direct holdings, correcting earlier indirect classifications.