NEWELL BRANDS INC. 8-K

What Happened

• Newell Brands (NWL) disclosed on Feb 13, 2026 that its Compensation and Human Capital Committee approved the 2026 Long‑Term Incentive Plan (LTIP) on Feb 9, 2026. The LTIP awards annual long‑term incentives to key employees, including named executive officers, using performance‑based restricted stock units (PRSUs) and time‑based restricted stock units (TRSUs).
• For 2026 awards the Committee set the mix at 50% PRSUs and 50% TRSUs by value. PRSU payout can range from 0% to 150% based on two equally‑weighted performance goals (Free Cash Flow Productivity and Annual Adjusted EPS) for the performance period beginning Jan 1, 2026. The filing also establishes the Company’s 2026 bonus program performance criteria for named executives.

Key Details

• LTIP approved Feb 9, 2026; LTIP document filed as Exhibit 10.1.
• 2026 LTIP award mix: 50% PRSUs / 50% TRSUs (by value).
• PRSU vesting: for awards granted on or before Feb 28, 2026, vesting date is Feb 15, 2029; for later grants, vest three years after grant. PRSU payout range: 0%–150% based on Free Cash Flow Productivity and Annual Adjusted EPS (equally weighted).
• TRSU vesting: for grants on/before Feb 28, 2026 — vest one‑third on first anniversary, one‑third on Feb 15, 2028, and remainder on Feb 15, 2029; for later grants — vest ratably each year over three years.
• 2026 Bonus Program: for Christopher Peterson, Mark Erceg, Tracy Platt and Bradford Turner, bonuses tied to corporate metrics (adjusted operating cash flow, adjusted EPS, core sales, productivity savings). For Kristine K. Malkoski, bonuses are 30% corporate / 70% segment metrics (adjusted operating cash flow, adjusted operating income, core sales, productivity).
• Bonus payout mechanics: bonus = base salary × target payout % × committee‑determined performance payout (0%–200%), subject to possible adjustment for individual performance; continued employment generally required through payment.

Why It Matters

• These measures align executive pay with multi‑year cash flow and adjusted EPS goals, signaling emphasis on cash generation and earnings per share improvement starting in 2026. For investors, this affects how management incentives are focused and may influence future company performance and reported compensation expense.
• The equity awards (PRSUs/TRSUs) create potential dilution and multi‑year vesting schedules that can impact share counts and executive retention. Bonus ranges (0%–200%) and PRSU payout caps (150%) set the bounds for potential near‑term cash and equity compensation outcomes.