1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: The following table provides information about the Company’s purchases of equity securities during the three months ended June 30, 2022:
+Added: The following table provides information about the Company’s purchases of equity securities during the three months ended September 30, 2022:
Calendar Month Total Number
4 unchanged sentences
Under the Plans or Programs (1)
−Removed: April 2,273,600 $ 22.01 2,273,600 $ 50,000,231
−Removed: May 3,790 22.79 — $ 50,000,231
−Removed: June 3,706 22.48 — $ 50,000,231
+Added: July — $ — — $ 50,000,231
+Added: August — — — 50,000,231
+Added: September 2,014 18.60 — 50,000,231
Total 2,014 $ 18.60 —
(1) On February 6, 2022, the Company's Board of Directors authorized a $375 million Share Repurchase Program (“SRP”), effective immediately through the end of 2022.
−Removed: The Company’s common shares may be purchased by the Company in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements See Footnote 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on shares repurchased during the three and six months ended June 30, 2022.
−Removed: (2) Shares purchased during the three months ended June 30, 2022, includes both the number of shares purchased as part of the publicly announced SRP as well as shares acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units and were purchased by the Company based on their fair market value on the vesting date.
+Added: The Company’s common shares may be purchased by the Company in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements See Footnote 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on shares repurchased during the three and nine months ended September 30, 2022.
+Added: (2) Shares purchased during the three months ended September 30, 2022 were acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units and were purchased by the Company based on their fair market value on the vesting date.
Exhibit Number Description of Exhibit
−Removed: 10.1* Ninth Omnibus Amendment, dated as of May 26, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 2, 2022, File No.
+Added: 10.1 Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party there, the Guarantors from time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 6, 2022, File No.
+Added: Form of 6.375% note due 2027 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Brands Inc.
+Added: (formerly known as “Newell Rubbermaid Inc.”) and U.S.
+Added: Bank Trust Company, National Association (formerly known as “U.S.
+Added: Bank National Association”), as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K dated September 14, 2022, File No.
001-09608) Newell Brands Inc.
2022 Incentive Plan, (incorporated by reference to Appendix B to the Company's Proxy Statement dated March 23, 2022, File No.
−Removed: Amendment No.
−Removed: 2, dated June 7, 2022, to the Newell Brands Supplemental Employee Savings Plan, (effective January 1, 2018, and amended by the First Amendment effective January 1, 2020).
−Removed: Amendment No.
−Removed: 3, dated June 7, 2022, to the Newell Brands Employee Savings Plan, (effective January 1, 2018, and most recently amended by the Second Amendment effective January 1, 2022).
−Removed: 10.5* 2022 Restricted Stock Unit Award Agreement under the 2022 Incentive Plan (incorporated by reference to 10.1 of the Company’s Current Report on Form 8-K dated May 6, 2022, File No.
−Removed: 10.6* 2022 Non-Qualified Stock Option Agreement under the 2022 Incentive Plan (incorporated by reference to 10.2 of the Company’s Current Report on Form 8-K dated May 6, 2022, File No.
−Removed: Form of 2022 Restricted Stock Unit Award Agreement under the Newell Brands Inc.
−Removed: 2022 Incentive Plan for Non-Employee Director.
+Added: Form of 6.625% note due 2029 issued pursuant to the Indenture dated as of November 19, 2014, between Newell Brands Inc.
+Added: (formerly known as “Newell Rubbermaid Inc.”) and U.S.
+Added: Bank Trust Company, National Association (formerly known as “U.S.
+Added: Bank National Association”), as trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K dated September 14, 2022, File No.
+Added: Newell Brands Inc.
+Added: 2022 Incentive Plan, (incorporated by reference to Appendix B to the Company's Proxy Statement dated March 23, 2022, File No.
+Added: Fifth Amendment to the Newell Rubbermaid Inc.
+Added: 2008 Deferred Compensation Plan effective August 10, 2022.
31.1† Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
NEWELL BRANDS INC.
−Removed: July 29, 2022
+Added: October 28, 2022
/s/ Christopher H.
1 unchanged sentence
President and Chief Financial Officer
−Removed: July 29, 2022
+Added: October 28, 2022
/s/ Jeffrey M.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.