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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-21 · 90 added, 82 removed, 215 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

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.

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 SEC’s rules and forms, and that such information is accumulated and communicated to management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b) of the Exchange Act, the Company’s management, including the Company’s CEO and CFO, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report.

Based on that evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.

Management’s Annual Report on Internal Control Over Financial Reporting

8 unchanged sentences

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.

Management assessed the effectiveness of its internal control over financial reporting as of December 31, 2024.

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.

Based on this evaluation, management concluded the Company’s internal control over financial reporting was effective as of December 31, 2024.

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, 2024, as stated in their report which appears in Item 8 .

Remediation of Previously-Reported Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, and in subsequent quarterly reports, management concluded the following material weaknesses existed in internal control over financial reporting:

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.

The Company has completed the following actions in order to remediate the control deficiencies that led to the material weaknesses:

• Hired accounting personnel who have extensive experience with performing impairment assessments of goodwill, indefinite-lived tradenames and long-lived assets including the review of the significant assumptions utilized in the underlying valuation models for such assessments;

• Engaged a third-party valuation firm to assist in the preparation of the valuations of the Company’s reporting units and indefinite-lived intangible assets used in the impairment assessments, as well as utilizing such firm, if necessary, for long-lived asset impairment assessments;

• Enhanced the level of review procedures in the execution of the control activities performed related to quantitative impairment assessments associated with the long-lived assets in which triggering events were identified as well as those associated with the Company’s annual impairment assessment for indefinite-lived tradenames and goodwill, including the development and maintenance of sufficient supporting documentation related to the control operator’s review of the significant assumptions associated with such impairment assessments.

Management completed its operating effectiveness testing of the control activities performed related to the review of significant assumptions used in the impairment assessment of goodwill, indefinite-lived tradenames and long-lived assets and determined that, as of December 31, 2024, these control activities have operated effectively for a sufficient period of time to conclude that the previously identified material weaknesses have been remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

6 unchanged sentences

Information required under this Item with respect to Executive Officers of the Company is included as a supplemental item at the end of Part I of this report.

If applicable, information required under this Item with respect to compliance with Section 16(a) of the Exchange Act will be included in the 2024 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” which information is incorporated by reference.

Information required under this Item with respect to compliance with Section 16(a) of the Exchange Act will be included in the 2025 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” which information is incorporated by reference.

Information required under this Item with respect to the audit committee and audit committee financial experts will be included in the 2025 Proxy Statement under the caption “Information Regarding Board of Directors and Committees and Corporate Governance — Committees — Audit Committee,” which information is incorporated by reference herein.

Information required under this Item with respect to communications between security holders and Directors will be included in the Proxy Statement under the caption “Information Regarding Board of Directors and Committees and Corporate Governance — Director Nomination Process,” and “Information Regarding Board of Directors and Committees and Corporate Governance — Communications with the Board of Directors,” which information is incorporated by reference herein.

Information required under this Item with respect to communications between security holders and Directors will be included in the Proxy Statement under the caption “Information Regarding Board of Directors and Committees and Corporate Governance — Director Nomination Process,” and “Information Regarding Board of Directors and Committees and Corporate Governance — Communications with the Board,” which information is incorporated by reference herein.

The Board of Directors has adopted a “Code of Ethics for Senior Financial Officers,” which is applicable to the Company’s senior financial officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer and controller.

The Company also has a separate “Code of Conduct” that is applicable to all Company employees, including each of the Company’s directors and officers.

Both the Code of Ethics for Senior Financial Officers and the Code of Conduct are available under the “Corporate Governance” link on the Company’s website at www.newellbrands.com .

Both the Code of Ethics for Senior Financial Officers and the Code of Conduct are available

under the “Corporate Governance” link on the Company’s website at www.newellbrands.com .

The Company posts any amendments to or waivers of its Code of Ethics for Senior Financial Officers or to the Code of Conduct (to the extent applicable to the Company’s directors or executive officers) at the same location on the Company’s website.

In addition, copies of the Code of Ethics for Senior Financial Officers and of the Code of Conduct may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328.

The Company maintains a Securities Transaction Policy governing the purchase, sale and other dispositions of its securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq Stock Exchange listing standards.

The Securities Transaction Policy is filed as Exhibit 19.1 to this Annual Report Form 10-K.

EXECUTIVE COMPENSATION

1 unchanged sentence

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required under this Item will be included in the 2024 Proxy Statement under the captions “Certain Beneficial Owners” and “Equity Compensation Plan Information,” which information is incorporated by reference herein.

Information required under this Item will be included in the 2025 Proxy Statement under the captions Stock Ownership Information and “Equity Compensation Plan Information,” which information is incorporated by reference herein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

7 unchanged sentences

Reports of Independent Registered Public Accounting Firms - PricewaterhouseCoopers LLP (PCAOB ID 238 )

Consolidated Statements of Operations — Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income (Loss) — Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Income (Loss)— Years Ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets —December 31, 2024 and 2023

13 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 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.

3.3 Certificate of Amendment to the Restated Certificate of Incorporation of Newell Brands Inc., amended as of May 9, 2024 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K dated May 10, 2024, File No.

3.4 By-Laws of Newell Brands Inc., as amended effective as of February 21, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 22, 2024, File No.

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

4.1† Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

4.2 Specimen Stock Certificate for Newell Brands Inc.

(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.

4.3 Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc.

2 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 14, 2014, File No.

4.4 Specimen Stock Certificate for Newell Brands Inc.

(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 2024 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc.

4.5 First Supplemental Indenture, dated November 13, 2024, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 13, 2024, File No.

4.6 Second Supplemental Indenture, dated November 13, 2024, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 13, 2024, File No.

4.7 Form of 4.000% Note due 2024 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 4.3 to the Company’s Current Report on Form 8-K dated November 14, 2014, File No.

4.6 Form of 3.900% Note due 2025 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc.

4.8 Form of 3.900% Note due 2025 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 4.2 to the Company’s Current Report on Form 8-K dated October 14, 2015, File No.

5 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.

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

4.12 Form of 4.875% Note due 2025 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 4.1 to the Company’s Current Report on Form 8-K dated May 26, 2020, File No.

22 unchanged sentences

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

10.10* Newell Brands Inc.

2022 Incentive Plan, as amended May 9, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 10, 2024, File No.

10.11* 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.

2 unchanged sentences

2008 Deferred Compensation Plan, as amended and restated August 5, 2013 (Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report Form 10-Q for the quarter period ended June 30, 2013).

10.13* First Amendment to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan, as amended, dated August 9, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 9, 2017, File No.

10.14* Second Amendment to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan, as amended, dated November 8, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.15* Third Amendment to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan, as amended, dated December 19, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.16* Amendment to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

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, File No.

10.14* First Amendment, dated August 9, 2017, to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 9, 2017, File No.

10.15* Second Amendment, dated November 8, 2017, to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan, as amended (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.16* Third Amendment, dated December 19, 2018, to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan, as amended (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.17* Amendment, dated December 19, 2018, to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

10.18* Fifth Amendment, dated August 10, 2022, to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan (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.

10.19* 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.

1 unchanged sentence

Supplemental Executive Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.7 to the Company’s Report on Form 10-K for the year ended December 31, 2007, File No.

10.20* First Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan, dated August 5, 2013 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

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.

10.22* 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.

10.21* First Amendment, dated August 5, 2013, to the Newell Rubbermaid Supplemental Executive Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

10.22* Amendment, dated October 30, 2018, to the Newell Rubbermaid Supplemental Executive Retirement Plan, effective January 1, 2008 (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.

10.23* Newell Brands Employee Savings Plan, as amended and restated, effective January 1, 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, (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, effective January 1, 2019, 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.

10.25* Amendment No.

2, dated December 30, 2021, to the Newell Brands Employee Savings Plan (as amended and restated effective January 1, 2018, and amended by the First Amendment effective January 1, 2019) (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended March 31, 2022, File No.

2, dated December 30, 2021, to the Newell Brands Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.26* Amendment No.

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) (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022, File No.

3, dated June 7, 2022, to the Newell Brands Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022, File No.

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 (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.

10.29* Amendment to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.12 to the Company’s Report on Form 10-K for the year ended December 31, 2018, File No.

4, dated December 27, 2022, to the Newell Brands Employee Savings Plan, effective January 1, 2018 (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*† Amendment, effective January 1, 2024, to the Newell Brands Employee Savings Plan, effective January 18, 2018.

10.29*† 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, File No.

6, dated December 30, 2024, to the Newell Brands Employee Savings Plan, effective January 18, 2018.

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

10.31* Amendment, dated October 30, 2018, to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, File No.

10.32* Amendment No.

2, dated June 7, 2022, to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022, File No.

10.33* Newell Rubbermaid Inc.

2013 Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement dated March 28, 2013, File No.

10.32* First Amendment to the Newell Rubbermaid Inc.

2013 Incentive Plan, dated as of February 14, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, File No.

10.33* Second Amendment to the Newell Rubbermaid Inc.

2013 Incentive Plan, effective as of July 26, 2019.

(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.

10.34* First Amendment, dated as of February 14, 2018, to the Newell Rubbermaid Inc.

2013 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, File No.

10.35* Second Amendment, effective as of July 26, 2019, to the Newell Rubbermaid Inc.

2013 Incentive Plan (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.

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

6 unchanged sentences

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.

10.40* Newell Brands Inc.

2024 Long-Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 22, 2024, File No.

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

4 unchanged sentences

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.

10.44* 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.

10.45* Form of 2024 Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for 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 ending March 31, 2024, File No.

10.46* Form of 2024 Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for Executives (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2024, File No.

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

2023 Incentive Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter period ending June 30, 2024, File No.

10.48* 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.

10.49* 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.

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

5 unchanged sentences

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.

10.45* 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.

Peterson, dated December 28, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 30, 2020, File No.

10.53* Letter Agreement, dated February 9, 2022, between the Company and Christopher H.

Peterson regarding Participation in the Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 11, 2022, File No.

-001-09608.).

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

1 unchanged sentence

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.

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

10 unchanged sentences

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.

10.62* 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.

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

10.63* 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.

10.64*† Newell Brands Inc.

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

10.65 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.

10.66 Amendment No.

2 unchanged sentences

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.

10.68 Amendment No.

3, dated April 19, 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 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024, File No.

10.69 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.

10.70 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 19 — INSIDER TRADING COMPLIANCE MANUAL

19.1† Securities Transaction Policy.

ITEM 21 — SUBSIDIARIES OF THE REGISTRANT

11 unchanged sentences

ITEM 97— POLICY RELATING TO RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

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

97.1* Newell Brands Inc., Executive Compensation Recruitment Policy (Effective November 7, 2023) (incorporated by reference to Exhibit 97.1 to the Company’s Current Report on Form 10-K dated February 20, 2024, File No.

ITEM 101 — INTERACTIVE DATA FILE

20 unchanged sentences

Erceg Chief Financial Officer

/s/ Jeffrey M.

Sesplankis Chief Accounting Officer

/s/ Robert Steele Chairman of the Board

Robert Steele

/s/ Robert A.

Schmidt Chief Accounting Officer

/s/ Bridget Ryan Berman Chairman of the Board

Bridget Ryan Berman

/s/ Patrick D.

Campbell Director

Johnson Director

/s/ James Keane Director

/s/ Gerardo I.

Lopez Director

/s/ Courtney R.

Mather Director

/s/ Bridget Ryan Berman Director

Bridget Ryan Berman

/s/ Judith A.

20 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