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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-15 · 102 added, 118 removed, 195 unchanged (53% of the section changed)

2 unchanged sentences

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Rule 13a-15(b) of the Exchange Act) and concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

Newell Brands Inc.’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of error or fraud, if any, within the Company will be detected.

As of the end of the period covered by this report, management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

As of December 31, 2023, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were not effective as of December 31, 2023, due to material weaknesses in internal control over financial reporting described below.

Notwithstanding the identified material weaknesses, management, including the Company’s Chief Executive Officer and Chief Financial Officer have determined, based on the procedures performed, that the Consolidated Financial Statements included in this Annual Report on Form 10-K fairly represent in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, for the periods presented in accordance with U.S.

generally accepted accounting principles (“U.S.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined by Rule 13a-15(f) of the Exchange Act.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

The Company’s internal control over financial reporting includes policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with U.S.

GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

In making its assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on the results of its evaluation, the Company’s management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of Newell Brands Inc.’s internal control over financial reporting as of December 31, 2022.

Their attestation report is presented in Item 8.

Also, any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Rule 13a-15 under the Exchange Act, management assessed the effectiveness of its internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s evaluation, because of the material weaknesses described below, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Company did not maintain effective controls over the reviews of significant assumptions used in the impairment assessment of goodwill, indefinite-lived tradenames and long-lived assets.

Specifically, the control activities related to the reviews of the significant assumptions utilized in the impairment assessments were not executed, as designed, at the appropriate level of precision to prevent or detect a material misstatement.

These control deficiencies resulted in management adjustments to the impairment loss and the other intangible assets, net accounts, prior to the issuance of the Company’s financial statements.

These control deficiencies could result in a material misstatement of the goodwill, indefinite-lived tradenames, long-lived assets and the related accounts and disclosures in the annual or interim consolidated financial statements.

Accordingly, our management has determined that these control deficiencies constitute material weaknesses.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

Remediation Plan

The Company is committed to maintaining a strong internal control environment and believes remediation efforts will result in significant improvements in its internal control over financial reporting.

Our management, with the oversight of the Audit Committee of the Board, is updating our internal processes and controls to strengthen their effectiveness and has developed a remediation plan, which includes the following actions:

• Identifying additional resources to assist in the preparation and reviews of significant assumptions used in the impairment assessments;

• Improving the development of sufficient supporting documentation related to reviews over significant assumptions associated with the Company’s impairment assessments.

The Company will monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2022, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

None of the Company’s directors and officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

40 unchanged sentences

3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Newell Brands Inc., as amended as of May 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 10, 2019, File No.

3.3 By-Laws of Newell Brands Inc., as amended May 7, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated May 10, 2019, File No.

3.3 By-Laws of Newell Brands Inc., as amended effective as of May 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 19, 2023, File No.

ITEM 4 — INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES

6 unchanged sentences

(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, File No.

4.5 Form of 4.000% Note due 2022 issued pursuant to the Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated June 11, 2012, File No.

4.5 Form of 4.000% Note due 2024 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc.

8 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No.

4.11 Form of 5.375% note due 2036 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No.

4.12 Form of 5.500% note due 2046 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated March 18, 2016, File No.

4.13 Form of 3 3/4% note due 2021 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.19 to Newell’s Annual Report on Form 10-K for the year ended December 31, 2016, File No.

4.10 Form of 4.875% Note due 2025 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc.

11 unchanged sentences

10.3* 2022 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 11, 2022, File No.

10.4* Purchase Agreement dated February 21, 2022, by and between the Company and the Icahn Parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 22, 2022, File No.

10.4* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan (as amended February 14, 2018, and July 26, 2019) for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

2013 Incentive Plan (as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.5* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.

6 unchanged sentences

2013 Incentive Plan, as amended, for Awards to Employees (incorporated by reference to Exhibit 10.8 to The Company’s Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No.

10.10* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for Non-Employee Director s (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly report period ended June 30, 2022, File No.

10.9* Newell Brands Inc.

2022 Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement dated March 23, 2022, File No.

10.12* 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.

10.13* 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.

10.14* Offer Letter, dated March 4, 2021, between the Company and Michal Geller (incorporated by reference to Exhibit 10.10 to The Company’s Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No.

10.10* 2022 Restricted Stock Unit Award Agreement under the Newell Brands Inc., 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.

10.11* 2022 Non-Qualified Stock Option Agreement under the Newell Brands Inc., 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.

10.12* Newell Rubbermaid Inc.

9 unchanged sentences

10.17* Fifth Amendment to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan effective August 10, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022).

10.21* Newell Rubbermaid Inc.

Deferred Compensation Plans Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

2008 Deferred Compensation Plan, effective August 10, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, File No.

10.18* Newell Rubbermaid Deferred Compensation Plans Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

10.19* Newell Rubbermaid Inc.

2 unchanged sentences

10.21* Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan, dated October 30, 2018 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, File No.

10.25* Amendment to the Newell Brands Inc.

Supplemental Employee Savings Plan effective January 1, 2019 (incorporated by reference to Exhibit 10.11 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.22* Amendment to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.11 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.23* Newell Brands Employee Savings Plan, as amended and restated, effective January 1, 2018, as entered into on December 20, 2018 (incorporated by reference to Exhibit 10.17 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.24* Amendment No.

1 to the Newell Brands Employee Savings Plan, effective January 1, 2019, First Amendment to the Newell Brands Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 2020, File No.

1 to the Newell Brands Employee Savings Plan, effective January 1, 2019, (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 2020, File No.

10.25* Amendment No.

3 unchanged sentences

10.27* Amendment No.

4, dated December 27, 2022, to the Newell Brands Employee Savings Plan, effective January 1, 2018, and most recently amended by the Third Amendment effective March 1, 2022.

4, dated December 27, 2022, to the Newell Brands Employee Savings Plan, effective January 1, 2018, and most recently amended by the Third Amendment effective March 1, 2022 (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, File No.

10.28* Newell Brands Supplemental Employee Savings Plan, dated January 1, 2018 (incorporated by reference to Exhibit 10.7 to the Company’s Report on Form 10-K for the year ended December 31, 2017, File No.

1 unchanged sentence

10.30* Amendment No.

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) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022.

10.34* Newell Rubbermaid Severance Plan and Summary Plan Description for Directors and above, as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.18 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.35*† Newell Brands Employee Severance Plan and Summary Plan Description for Salary Band 6 and above, amendment and restatement of the Newell Rubbermaid Severance Plan, effective as of January 1, 2023.

10.36* Newell Rubbermaid Inc.

2010 Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 11, 2010, File No.

10.31* Newell Rubbermaid Inc.

5 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, File No.

10.40* 2018 Long Term Incentive Plan Terms and Conditions under the Newell Rubbermaid Inc.

2013 Incentive Plan, as updated February 13, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 13, 2018, File No.

10.41* 2019 Long-Term Incentive Plan Terms and Conditions under the Newell Rubbermaid Inc.

2013 Incentive Plan, as updated February 6, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 12, 2019, File No.

10.42* 2020 Long Term Incentive Plan Terms and Conditions under the Newell Rubbermaid Inc.

2013 Incentive Plan, as updated February 13, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 20, 2020, File No.

10.43* Amended Exhibit A to 2020 Long Term Incentive Plan Terms and Conditions and 2020 Restricted Stock Unit Award Agreements with the CEO and the Management Committee (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 12, 2020, File No.

10.44* Form of Michael B.

Polk Stock Option Agreement for July 18, 2011 Award (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 18, 2011, File No.

10.45* Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Bradford R.

Turner (incorporated by referenced to Exhibit 99.2 to the Company’s Current Report on Form 8-K dated May 18, 2018, File No.

10.34* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc.

4 unchanged sentences

2013 Incentive Plan, as amended, for Awards to the Chief Financial Officer (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

10.49* Form of Non-Employee Director Restricted Stock Unit Award Agreement, for Annual Awards Issued to Non-Employee Directors under the Newell Rubbermaid Inc.

2013 Incentive Plan, as amended May 7, 2019, (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, File No.

10.50* Form of 2018 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan for Employees, as amended February 13, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 13, 2018, File No.

10.51* Form of 2019 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan for Employees, as amended February 14, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 20, 2019, File No.

10.52* Form of 2020 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan (as amended February 14, 2018, and July 26, 2019) for Awards to Employees (Management Committee) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

10.53* Form of 2020 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

10.54* Form of Non-Employee Director Stock Award Agreement under the Newell Rubbermaid 2013 Incentive Plan, for Shares Granted Quarterly to Directors Electing Fee Payments in Stock in Lieu of Cash (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, File No.

10.55* Form of Employment Security Agreement between the Company and the named executive officers of the Company other than the Chief Executive Officer (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, File No.

10.37* Newell Brands Inc.

2023 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 10, 2023, File No.

10.38* Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for Executives (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No.

10.39* Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for the Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No.

10.40* Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for the President (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No.

10.41* Form of Non-Qualified Stock Option Agreement under the Newell Brands Inc.

2022 Incentive Plan for the Chief Financial Officer (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No.

10.42* Form of Employment Security Agreement between the Company and Bradford R.

Turner and Christopher H.

Peterson, respectively (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, File No.

10.43* Form of Waiver and Termination Agreement between Newell Brands Inc.

and Executives (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, File No.

10.57* Newell Rubbermaid Inc.

Employment Security Agreements Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

10.44* Compensation Arrangement with Christopher H.

Peterson, dated November 21, 2018 (incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, File No.

10.59* Interim CEO Offer Letter dated June 25, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K dated June 25, 2019, File No.

10.45* Interim CEO Offer Letter dated June 25, 2019, between Christopher H.

Peterson and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K dated June 25, 2019, File No.

10.46* Amendment to 2019 Offer Letter of Christopher H.

3 unchanged sentences

-001-09608.).

10.62* Letter Agreement, dated May 16, 2018, between Newell Brands Inc.

and Bradford R.

Turner (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 18, 2018, File No.

10.63* Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Russell Torres dated March 8, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No.

10.64* Relocation Repayment Agreement and Letter Agreement dated March 13, 2019 between Newell Brands Inc.

and Bradford R.

(incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No.

10.65* Retirement Agreement and General Release, dated as of March 21, 2019, by and between Newell Brands Inc.

and Michael B.

Polk (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 22, 2019, File No.

10.66* Form of Award Agreement (awarding restricted stock units) under the 2013 Incentive Plan to Russell Torres dated May 26, 2018 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No.

10.67* Retention Bonus Agreement and Letter Agreement dated May 16, 2018, between Newell Brands Inc.

and Russell Torres (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, File No.

10.68* 2019 Interim CEO Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 25, 2019, File No.

10.69* CEO Offer Letter dated July 29, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K dated July 30, 2019, File No.

10.48* CEO Offer Letter, dated February 9, 2023, between Newell Brands Inc.

and Christopher H.

Peterson (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated March 15, 2023, File No.

10.49* CEO Offer Letter dated July 29, 2019, between Ravichandra K.

Saligram and the Company, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K dated July 30, 2019, File No.

10.50* Retirement Agreement, dated February 8, 2023, between Ravichandra K.

Saligram and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 10, 2023, File No.

10.51* CEO Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 30, 2019, File No.

10.52* Newell Brands Executive Severance Plan effective July 26, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 30, 2019, File No.

10.72* Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, 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.

10.73 Second Amended and Restated Credit Agreement, dated as of December 12, 2018, among Newell Brands Inc., the Subsidiary Borrowers thereto, the Guarantors from time-to-time borrowers 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 December 18, 2018, File No.

10.74 Amended and Restated Loan and Servicing Agreement, dated as of October 2, 2019, among Jarden Receivables, as Borrower, Newell Brands Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, PNC Bank, National Association and Royal Bank of Canada, each as an Issuing lender, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 4, 2019, File No.

10.75 Third Amendment to Receivables Contribution and Sale Agreement, dated as of October 31, 2017 among Jarden Receivables, LLC, the Originators party thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, File No.

10.76 Omnibus Amendment, dated as of December 16, 2016, among Jarden Receivables, LLC, Originator parties thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, File No.

10.77 Second Omnibus Amendment, dated as of March 29, 2017 among Jarden Receivables, LLC, the Originators party thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, File No.

10.78 Fourth Omnibus Amendment, dated May 31, 2018 among Jarden Receivables, LLC, the Originators party thereto, Newell Brands Inc., as Servicer, PNC Bank, National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender and each Managing Agent Party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, File No.

10.79 Sixth Omnibus Amendment, dated as of March 14, 2019, by and among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Managing Agents named therein, PNC Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association, as Issuing Lender, to Loan and Servicing Agreement, dated as of October 3, 2016, and Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 15, 2019, File No.

10.80 Seventh Omnibus Amendment, dated as of June 18, 2019, by and among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Managing Agents named therein, PNC Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association, as Issuing Lender, to Loan and Servicing Agreement, dated as of October 3, 2016, and Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, File No.

10.81 Eighth Omnibus Amendment dated as of March 20, 2020, to Amended and Restated Loan and Servicing Agreement, dated as of October 2, 2019, among Jarden Receivables, as Borrower, Newell Brands Inc., as Servicer, the Conduit Lenders, the Committed Lenders and the Managing Agents named therein, PNC Bank, National Association and Royal Bank of Canada, each as an Issuing lender, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

10.82 Ninth Omnibus Amendment, dated as of May 26, 2022 is the Second Amendment to Amended and Restated Loan and Servicing Agreement entered into among Jarden Receivables, LLC;

10.53* Amendment to the Newell Brands Inc.

Executive Severance Plan dated February 8, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated February 10, 2023, File No.

10.54* Newell Brands Inc.

PNC Bank, National Association and Royal Bank of Canada (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 2, 2022, File No.

ITEM 18 — PREFERABILITY LETTER REGARDING CHANGE IN ACCOUNTING PRINCIPLE

18.1† Preferability letter from PricewaterhouseCoopers LLP dated February 15, 2023.

2023 Special Incentive Program Terms and Conditions effective May 16, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 19, 2023, File No.

10.55* Form of 2023 Newell Brands Special Incentive Program RSU Award for President and CEO under the Newell Brands Inc.

2022 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on form 10-Q for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No.

10.56* Form of 2023 Newell Brands Special Incentive Program RSU Award for CFO under the Newell Brands Inc.

2022 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on form 10-Q for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No.

10.57* Form of 2023 Newell Brands Special Incentive Program RSU Award for Executives under the Newell Brands Inc., 2022 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No.

10.58* Form of 2023 Non-Employee Director Stock Option Agreement under the Newell Brands Inc.

2022 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No.

10.59* Form of 2023 Non-Employee Director Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No.

10.60 Amendment No.

1, dated March 27, 2023, to the Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, 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 filed on March 31, 2023, File No.

10.61 Amendment No.

2, dated February 7, 2024, to the Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, 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 filed on February 9, 2024, File No.

10.62 Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, 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.

10.63*† Newell Brands Inc.

Employment Security Agreements and Executive Severance Plan Trust Agreement, Effective as of December 1, 2023.

10.64 Receivables Sale Agreement, dated as of October 2, 2023, among the Originators and Jarden Receivables, LLC, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 5, 2023, File No.

10.65 Receivables Purchase Agreement, dated as of October 2, 2023, among Jarden Receivables, LLC, Royal Bank of Canada and Newell Brands Inc., (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 5, 2023, File No.

ITEM 21 — SUBSIDIARIES OF THE REGISTRANT

10 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 97— POLICY RELATING TO RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

97.1*† Newell Brands Inc., Executive Compensation Recruitment Policy (Effective November 7, 2023).

ITEM 101 — INTERACTIVE DATA FILE

16 unchanged sentences

Signature Title

/s/ Ravichandra K.

Saligram Chief Executive Officer and Director

Ravichandra K.

/s/ Christopher H.

Peterson President and Chief Executive Officer and Director

Christopher H.

Erceg Chief Financial Officer

1 unchanged sentence

Sesplankis Chief Accounting Officer

/s/ Robert Steele Chairman of the Board

Robert Steele

/s/ Patrick D.

Campbell Chairman of the Board

/s/ Bridget Ryan Berman Director

Bridget Ryan Berman

Craigie Director

/s/ Brett Icahn Director

Campbell Director

Johnson Director

3 unchanged sentences

Mather Director

/s/ Bridget Ryan Berman Director

Bridget Ryan Berman

/s/ Judith A.

2 unchanged sentences

Stephanie Stahl

/s/ Robert A.

Steele Director

/s/ Anthony Terry Director

Anthony Terry

NEWELL BRANDS INC.

1 unchanged sentence

Valuation and Qualifying Accounts

Balance at Beginning of Period Provision Other Write-offs/

Disposition Balance at End of Period

(in millions)

Reserve for Expected Credit Losses:

Year Ended December 31, 2022 $ 27 $ 11 $ — $ ( 7 ) $ 31

Year Ended December 31, 2021 36 1 ( 2 ) ( 8 ) 27

Year Ended December 31, 2020 29 17 — ( 10 ) 36

Balance at Beginning of Period Provision Other Write-offs/

Disposition Balance at End of Period

Balance at Beginning of Period Provision Other Write-offs/ Disposition Balance at End of Period

(in millions)

Inventory Reserves:

(including excess, obsolescence and shrink reserves)

Reserve for Credit Losses:

Year Ended December 31, 2023 $ 31 $ 2 $ ( 1 ) $ ( 1 ) $ 31

1 unchanged sentence

Year Ended December 31, 2021 36 1 ( 2 ) ( 8 ) 27

Balance at Beginning of Period Provision Other Write-offs/

Recoveries Balance at End of Period

Balance at Beginning of Period Provision Other Write-offs/ Disposition Balance at End of Period

(in millions)

4 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures