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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 13, 2026 (February 9, 2026)

 

 

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9608   36-3514169

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328
(Address of principal executive offices including zip code)

(770) 418-7000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

TITLE OF EACH CLASS

 

TRADING
SYMBOL

 

NAME OF EXCHANGE
ON WHICH REGISTERED

Common stock, $1 par value per share   NWL   Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2026 Long-Term Incentive Plan

On February 9, 2026, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Newell Brands Inc. (the “Company”) approved the 2026 Long-Term Incentive Plan Terms and Conditions (the “LTIP”), pursuant to which the Company makes annual long-term incentive awards based on shares of the Company’s common stock, including performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“TRSUs”). Under the LTIP, the Committee approves PRSU and TRSU awards to key employees, including the named executive officers. The value of the LTIP award is based upon a percentage of the named executive officer’s salary or such other dollar value as is determined by the Committee. Under the LTIP, a named executive officer’s LTIP award in 2026 will be comprised of 50% PRSUs and 50% TRSUs by value. PRSU awards under the LTIP will vest February 15, 2029 for awards granted on or prior to February 28, 2026, and three years from the date of grant for awards granted after February 28, 2026, subject to achievement of the applicable performance measures and continued employment. TRSU awards under the LTIP granted on or prior to February 28, 2026 will vest ratably in one-third increments, with one-third of the award vesting on the first anniversary of the date of grant, one-third of the award vesting on February 15, 2028, and the remainder of the award vesting on February 15, 2029, subject to continuous employment. TRSU awards under the LTIP granted after February 28, 2026 will vest ratably in one-third increments on each of the first, second and third anniversaries of the date of the grant, subject to continued employment.

The PRSUs awarded may vest at 0% to 150% depending upon achievement of equally-weighted performance goals for Free Cash Flow Productivity and Annual Adjusted Earnings Per Share Performance (as defined in the LTIP) set by the Committee for the performance period beginning as of January 1, 2026.

The summary above is qualified in its entirety by reference to the LTIP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

2026 Bonus Program

The Committee also established performance criteria under the Company’s Amended and Restated Management Bonus Plan for 2026 bonus awards (the “2026 Bonus Program”). For named executive officers Christopher Peterson, Mark Erceg, Tracy Platt, and Bradford Turner, 2026 bonus awards will be tied to corporate performance goals for adjusted operating cash flow, adjusted earnings per share, core sales and productivity savings (the “Corporate Metrics Payout”). For named executive officer Kristine K. Malkoski, 2026 bonus awards will be tied 30% to the Corporate Metrics Payout and 70% to applicable business segment performance goals for adjusted operating cash flow, adjusted operating income, core sales and productivity savings.

Following the completion of 2026, named executive officers are eligible to receive a bonus equal to such named executive officer’s base salary multiplied by the product of a target payout percentage and a payout percentage from 0% to 200% determined by the Committee based on attainment of applicable performance goals, and subject to adjustment up or down, based on individual performance, quality of results or other factors deemed relevant by the Committee. To be entitled to receive their bonuses, participants generally will be required to continue to be employed by the Company through the date of payment.


Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit
No.
   Exhibit Description
10.1    Newell Brands Inc. 2026 Long-Term Incentive Plan Terms and Conditions
104    Cover Page Interactive Data File (formatted as inline XBLR and embedded within the document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NEWELL BRANDS INC.
Dated: February 13, 2026     By:  

/s/ Bradford R. Turner

      Bradford R. Turner
     

Chief Legal & Administrative Officer

and Corporate Secretary

EX-10.1 2 d110612dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Newell Brands Inc.

2026 Long-Term Incentive Plan

Terms and Conditions

1. Grants. The Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Newell Brands Inc. (the “Company”), at any time and from time to time, may grant awards based on shares of the Company’s Common Stock, including Stock Units granted pursuant to Section 8 of the Newell Brands Inc. 2022 Incentive Plan (the “2022 Incentive Plan”) and substantially similar awards granted pursuant to the corresponding provisions of any successor equity incentive plan (a “Successor Plan”) of the Company (all such awards referred to herein as “Restricted Stock Units” or “RSUs”), to eligible employees in such amounts as the Committee shall determine.

This document, referred to herein as the “Long-Term Incentive Plan” or the “LTIP”, establishes a methodology for determining awards of Restricted Stock Units in 2026 to eligible Employees with positions in Salary Bands 6-15 and other comparable positions selected by the Committee (collectively the “Key Employees”). The Committee has delegated to certain officers of the Company (the “Authorized Individuals”) its authority to determine awards of RSUs to Key Employees in accordance with this LTIP (the “LTIP Delegation”) other than (i) to himself or herself, or one to the other, or to any officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), at the time of grant (collectively, “Excluded Employees”), or (ii) as may be prohibited by applicable law, regulation or rule of a stock exchange on which the Company’s stock is listed. As used herein, the term “Committee” shall include, as the context requires, the Committee, or, solely with respect to selecting participants within the parameters described above and determining and establishing the amounts and allocations of awards to such participants as described herein, the Authorized Individuals acting pursuant to the LTIP Delegation.

2. Guidelines. The number of RSUs granted to a Key Employee in 2026 as an LTIP award will be determined as follows:

 

  (a)

For 2026 LTIP awards the Committee will determine:

 

  (i)

For each Key Employee identified by the Committee to receive an award, an award value, which may be expressed as a dollar value or as percentage of the Key Employee’s base salary rate, which value will be based on the Key Employee’s Salary Band if applicable or, if not, other criteria as determined by the Committee (the “Base Value”). The Committee may adjust the Base Value for any Key Employee based on individual performance or other factors deemed relevant by the Committee.

 

  (ii)

Performance Goals for purposes of determining the Company’s performance with respect to the “Free Cash Flow Productivity” and “Annual Adjusted EPS Performance” of the Company for the three-year performance period beginning as of January 1, 2026.

 

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  (b)

Of the Base Value determined for each such Key Employee for the year:

 

  (i)

Time-Based RSUs. The Committee intends to authorize a Time-Based RSU (“TRSU”) grant to each Key Employee for a number of RSUs determined by dividing the following portion of the applicable Base Value established for such Key Employee by the Fair Market Value of a share of Common Stock on the date of grant of the award:

 

Salary Bands 9 through 15

     50

Salary Bands 6 through 8 (and other employees individually identified by the Committee)

     100

 

  (ii)

Performance-Based Restricted Stock Units. The Committee intends to authorize a Performance-Based Restricted Stock Unit (“PRSU”) grant to each Key Employee for a number of RSUs determined by dividing the following portion of the applicable Base Value established for such Key Employee by the Fair Market Value of a share of Common Stock on the date of grant:

 

Salary Bands 9 through 15

     50

Salary Bands 6 through 8 (and other employees individually identified by the Committee)

     0

The Committee may adjust the relative percentages of Time-Based and Performance-Based RSUs in individual cases based on such factors as it deems appropriate. Each PRSU grant will be subject to the performance analysis described in Exhibit A attached hereto.

3. Vesting.

 

  (a)

Each PRSU award granted pursuant to this LTIP will be subject to a cliff vesting schedule ending on (i) February 15, 2029 for awards granted on or prior to February 28, 2026, and (ii) the third anniversary of the date of grant for awards granted after February 28, 2026; subject in each case to achievement of the applicable performance measures and continued employment.

 

  (b)

Each TRSU award granted pursuant to this LTIP on or prior to February 28, 2026 will vest ratably with respect to one-third of the award (rounded down to the nearest whole share) on the first anniversary of the date of grant, with respect to one-third of the award (rounded down to the nearest whole share) on February 15, 2028, and with respect to the remainder of the award on February 15, 2029, in each case subject to continued employment.

 

  (c)

Each TRSU award granted pursuant to this LTIP after February 28, 2026 will vest ratably with respect to one-third of the award (rounded down to the nearest whole share) on the first anniversary of the date of grant, with respect to one-third of the award (rounded down to the nearest whole share) on the second anniversary of the date of grant, and with respect to the remainder of the award on the third anniversary of the date of grant, in each case subject to continued employment.

 

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4. Award Agreements. Each RSU grant awarded pursuant to this LTIP will be evidenced by a RSU Agreement in accordance with the 2022 Incentive Plan or any Successor Plan, as applicable, which will specify the number of RSUs subject to the award, the vesting schedule, the payment provisions, including dividend or dividend equivalent payment provisions, if any, and such other provisions as the Committee determines including, without limitation, provisions regarding continued employment, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting, and/or restrictions under applicable federal or state securities laws. Exhibit A to this LTIP will be included as an exhibit to each RSU Agreement issued pursuant to this LTIP.

5. Amendment or Termination of LTIP. The Committee reserves the right to amend or terminate the LTIP at any time, retroactively or otherwise. No such amendment or termination will affect any outstanding RSU award granted pursuant to this LTIP, which will be governed by the terms of the applicable RSU Agreement.

6. Cash Award Recipients. Notwithstanding anything else set forth herein to the contrary, (i) Key Employees who reside outside the United States, other than such employees residing in Argentina and Venezuela, will receive under the LTIP only TRSUs and PRSUs that may be settled only in cash and not in shares (“Cash-Settled Awards”), and (ii) the Authorized Individuals acting pursuant to the LTIP Delegation may in their discretion elect to award Cash-Settled Awards (in lieu of share-settled awards) under the LTIP to any other Key Employees (other than Excluded Employees).

7. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms pursuant to the 2022 Incentive Plan.

 

3


EXHIBIT A

Performance Criteria Applicable to Performance-Based RSUs

 

1.

Following the completion of the three-year performance period commencing January 1, 2026 and ending December 31, 2028 (the “Performance Period”), the Committee will determine the extent to which each of the Performance Goals related to Annual Adjusted EPS Performance and Free Cash Flow Productivity as described below have been achieved. The total payout percentage applicable to the Award (the “Performance Factor”) shall be the average (rounded to one decimal place) of the applicable payout percentages for these two equally weighted metrics, calculated in accordance with Section 2 and Section 3 of this Exhibit; provided, however, that notwithstanding anything else set forth herein to the contrary, the Performance Factor shall not exceed a maximum of one hundred fifty percent (150%) under any circumstances. The number of Performance-Based RSUs subject to the Award will be multiplied by the Performance Factor to determine the adjusted number of Restricted Stock Units, and thus the number of shares of Common Stock or amount of cash equivalents, to be issued upon vesting pursuant to each Key Employee’s Performance-Based Restricted Stock Unit grant.

 

2.

Annual Adjusted EPS Performance

 

  a.

The payout percentage for Annual Adjusted EPS Performance shall equal the average of the payout percentages determined for each fiscal year within the Performance Period. The payout percentage applicable to each fiscal year shall be determined in accordance with those Annual Adjusted EPS Performance targets and payout percentages established by the Committee for the Award. The targets and payout percentages for the first year of the Performance Period will be expressed in terms of Adjusted EPS for the full year. The targets and payout percentages for the second and third years of the Performance Period will be expressed in terms of Annual Adjusted EPS Growth Rates.

 

  b.

The “Annual Adjusted EPS Growth Rate” will be the percentage annual increase in Adjusted EPS for each applicable fiscal year of the Performance Period. To calculate the Annual Adjusted EPS Growth Rate, Adjusted EPS for the applicable year shall be measured against the Adjusted EPS for the respective preceding fiscal year.

 

  c.

“Adjusted EPS” is the Company’s reported Earnings Per Share, as determined in accordance with Generally Accepted Accounting Principles, excluding the impact of items which the Company normalizes or adjusts for public reporting (collectively, “Normalized Items”). Normalized Items include restructuring and restructuring-related expenses; costs related to the extinguishment of debt; impairment charges; pension curtailment and settlement charges; gains, losses and expenses associated with the divestiture of a business unit or line of business, costs related to the acquisition, integration and financing of acquired businesses, amortization of acquisition-related intangible assets, certain inflationary adjustments, certain tax benefits and charges and other items normalized or adjusted for public reporting. The Adjusted EPS calculation shall also exclude any unbudgeted transactional and financing costs and incremental interest expense resulting from refinancing a significant portion of the Company’s long-term debt prior to maturity during the Performance Period.

 

3.

Free Cash Flow Productivity

 

  a.

The payout percentage for Free Cash Flow Productivity shall equal the average of the payout percentages determined for each fiscal year within the Performance Period. The payout percentage applicable to each fiscal year shall be determined in accordance with the Free Cash Flow Productivity targets and payout percentages established by the Committee for the Award.

 

4


  b.

“Free Cash Flow Productivity” is defined as Free Cash Flow divided by Adjusted Net Income for the relevant one-year period, expressed as a percentage.

 

  i.

“Free Cash Flow” is defined as the Company’s reported operating cash flow as determined in accordance with Generally Accepted Accounting Principles, less capital expenditures, subject to the adjustments described below. Free Cash Flow shall exclude the impact of cash costs related to the extinguishment of debt; debt and equity related financing costs; cash tax payments associated with the sale of a business unit or line of business and cash expenditures associated with the acquisition, integration or divestiture of business units or lines of business.

 

  ii.

“Adjusted Net Income” is defined as the Company’s reported net income, as determined in accordance with Generally Accepted Accounting Principles, excluding the impact of Normalized Items, less tax-effected restructuring and restructuring-related cash expenditures.

 

  iii.

The calculation of Free Cash Flow and Adjusted Net Income shall exclude the impact of other items significantly affecting the calculation of Free Cash Flow Productivity that are not indicative of the Company’s core operating results for the relevant period and affect the comparability of underlying results from period to period, as determined by the Committee.

 

  iv.

In the event that Adjusted Net Income is less than or equal to $1, it shall be deemed to be $1 for purposes of calculating Free Cash Flow Productivity.

 

4.

General

 

  a.

The payout percentage for Annual Adjusted EPS Performance and Free Cash Flow Productivity applicable to each year of the Performance Period shall range from a minimum of zero percent (0%) to a maximum of two hundred percent (200%) based on actual performance relative to targets. For any actual performance figure which falls between two defined payment thresholds, the payout shall be determined by straight-line interpolation. Any actual performance figure which falls below the 0% payout level for any performance metric will result in a payout percentage of zero for such metric applicable to that year.

 

  b.

The applicable target(s) or actual performance calculation(s) for annual Adjusted EPS Performance and/or Free Cash Flow Productivity for each year of the Performance Period will be adjusted, fairly and appropriately, to reflect the impact of any of the following events (each, an Adjustment Event”) on the Company’s results relative to such metric(s) in such year: (i) the divestiture of a business unit or line of business, taking into account the budgeted or expected results for such business unit or line for any applicable period, unabsorbed overhead resulting from the divestiture, transition service fee recovery and/or the use of proceeds, as applicable; (ii) the acquisition of a business unit or line of business, taking into account the management estimates as communicated to the Board of Directors (or management, as applicable) in support of the acquisition approval request and any related interest expense, share issuance or financing cost; (iii) any change in tax laws or accounting standard enacted during the performance period (and not contemplated in the forecast underlying the targets); (iv) any significant net impact of changes in tariffs or trade policies during the Performance Period (not contemplated in the forecast underlying the targets); (v) any significant translational foreign exchange impact on Adjusted EPS during the Performance Period (not contemplated in the forecast underlying the targets); and/or (vi) any natural disaster, act of God, government act, disease, hostilities or similar force majeure event that significantly affects the Company’s performance. The purpose of an adjustment due to the occurrence of Adjustment Event is to keep the probability of achieving the applicable goals substantially the same as if such Adjustment Event had not occurred or had not impacted the Company’s results. The amount of any such adjustment shall be approved by the Committee in its good faith determination in accordance with the provisions of this paragraph.

 

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