Erceg Mark J 4

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.