Erceg Mark J 4
4 · NEWELL BRANDS INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Newell Brands CFO Mark Erceg Exercises Awards; Shares Withheld
What Happened
Mark J. Erceg, Chief Financial Officer of Newell Brands (NWL), had restricted stock units (time- and performance-based) convert into a total of 324,387 shares on Feb 16–17, 2026 (reported on Form 4). To satisfy tax withholding obligations, 118,330 of those shares were withheld (disposed) for aggregate reported consideration of $553,311. The conversions (SEC code M) reflect vesting/settlement of TRSUs/PRSUs; the disposals (code F) reflect shares withheld to pay tax liabilities.
Key Details
- Transaction dates: Feb 16–17, 2026; Form 4 filed Feb 18, 2026 (appears timely).
- Shares converted (M): 78,227 + 40,269 + 92,576 + 113,315 = 324,387 shares (acquired via conversion/vesting).
- Shares withheld for taxes (F): 23,668 + 18,057 + 41,512 + 35,093 = 118,330 shares; reported proceeds ≈ $553,311.
- Withholding prices used: $4.70 (calculation based on Feb 13 close for some withholdings) and $4.67 (based on Feb 17 close for others) — see filing footnotes F1 and F2.
- Footnotes: TRSUs vest ratably over three years (F5–F6); PRSUs vested on Feb 17, 2026 (F8–F9). Some prior filings corrected joint-account reporting (F3) and 401(k) holdings noted (F4).
- Transaction codes: M = exercise/conversion of derivative (vesting of RSUs/PRSUs); F = shares withheld to cover tax liability.
Context
This was not an open-market sale but the common practice of withholding shares to satisfy taxes when restricted units vest (a cashless/withholding settlement). Net shares retained from this vesting event are about 206,057 (324,387 converted less 118,330 withheld). The filing is informational about compensation settlement and tax withholding—not a discretionary sale indicating a view on the stock.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-16+78,227→ 189,619.35 total - Tax Payment
Common Stock
[F1]2026-02-16$4.70/sh−23,668$111,240→ 165,951.35 total - Exercise/Conversion
Common Stock
2026-02-17+40,269→ 206,220.35 total - Tax Payment
Common Stock
[F2]2026-02-17$4.67/sh−18,057$84,326→ 188,163.35 total - Exercise/Conversion
Common Stock
2026-02-17+92,576→ 280,739.35 total - Tax Payment
Common Stock
[F2]2026-02-17$4.67/sh−41,512$193,861→ 239,227.35 total - Exercise/Conversion
Common Stock
2026-02-17+113,315→ 352,542.35 total - Tax Payment
Common Stock
[F2]2026-02-17$4.67/sh−35,093$163,884→ 317,449.35 total - Exercise/Conversion
Restricted Stock Units
[F5][F6][F7]2026-02-16−78,227→ 78,227 total→ Common Stock (78,227 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F6][F7]2026-02-17−40,269→ 0 total→ Common Stock (40,269 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F6][F7]2026-02-17−92,576→ 185,152 total→ Common Stock (92,576 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F9][F7]2026-02-17−113,315→ 0 total→ Common Stock (113,315 underlying)
- 243,725
Common Stock
[F3] - 4,750.79(indirect: By 401(k))
Common Stock
[F4]
Footnotes (9)
- [F1]The withholding of shares to cover taxes on the vesting was calculated on the Company's closing stock price on February 13, 2026.
- [F2]The withholding of shares to cover taxes on the vesting was calculated on the Company's closing stock price on February 17, 2026.
- [F3]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.
- [F4]Represents shares held by the Reporting Person in the Newell Brands Employee Savings Plan, a 401(k) plan.
- [F5]Each Time Based Restricted Stock Unit ("TRSU") represents a contingent right to receive one share of the Company's common stock.
- [F6]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.
- [F7]N/A
- [F8]Each Performance Based Restricted Stock Unit ("PRSU") represents the right to receive one share of the Company's common stock.
- [F9]The terms of the reporting person's PRSUs provide for vesting on February 17, 2026, subject to continuous employment with the Company.