What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-14 · 55 added, 49 removed, 127 unchanged (45% of the section changed)

9 unchanged sentences

Newell Brands is focused on delighting consumers by lighting up everyday moments.

The Company sells its products in over 150 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors.

The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors.

BUSINESS STRATEGY

Following a comprehensive assessment of key capabilities, starting in the second quarter of 2023, the leadership team began implementing an integrated set of new “where to play” and “how to win” strategies designed to enable the Company to leverage the scale of the portfolio, while further building upon its operational foundation and strengthening its front-end capabilities.

As part of its strategy, the Company is focused on:

• Driving meaningful improvement in front-end capabilities, including consumer understanding, brand management, brand communications, innovation and go-to-market execution;

• Disproportionately investing in the Company’s largest and most profitable brands, fastest-growing channels and key geographies;

• Turning the Company’s scale into a competitive advantage, enabling cost savings that provide fuel for reinvestment;

• Transitioning to a high-performance organization as the Company transforms its culture.

The Company is implementing this strategy while continuing to address key challenges such as shifting consumer preferences and behaviors;

The Company is actively advancing the strategic priorities identified through its comprehensive capability assessment completed in 2023.

These priorities are based on a clear set of “where to play” and “how to win” strategic choices with the goal of improving the Company’s top line, expanding margins and improving cash flows with a new operating model, critical talent upgrades and a culture redesign.

In 2025, the Company continued to strengthen the foundational capabilities needed to compete effectively, and began to see progress across innovation, brand building, productivity and commercial execution.

While meaningful progress has been made, the Company remains in the execution phase of its multi-year transformation and expects the benefits of these capability improvements to continue to phase in over time.

The Company continues to implement this strategy while addressing key global challenges such as shifting consumer preferences and behaviors;

a highly competitive operating environment;

a rapidly changing retail and consumer landscape;

a rapidly changing retail and consumer landscape including evolving retailer inventory, sourcing and promotional patterns and increased adoption of digital and artificial intelligence-enabled tools by consumers and retailers;

continued macroeconomic and geopolitical volatility;

a soft macro backdrop;

significant inflationary pressures on consumers and an evolving regulatory landscape.

significant cumulative inflationary pressures on consumers;

new tariffs imposed in 2025 by the United States of America (“U.S.”) presidential administration as well as other countries’ retaliatory actions in response to such tariffs;

and an evolving regulatory landscape.

The Company continues to deploy a comprehensive mitigation strategy in response to these exposures through pricing optimization, productivity enhancements and strategic manufacturing relocations where appropriate.

In order to successfully navigate these challenges and deliver strong performance, the Company is focused on continuing to create and leverage scale to unlock the full potential of the Company’s portfolio of leading brands through maintaining a disciplined approach and executing congruent with the Company’s key priorities, which also aligns with the Company’s operating focus for 2026, including:

• Igniting top-line improvement over time through product and commercial innovation, brand building, distribution expansion and tariff-advantaged sourcing opportunities, while recognizing that category trends, consumer spending patterns and retailer behaviors may influence the pace and timing of top-line recovery;

• Building a strong defense through margin discipline, productivity, procurement savings and overhead management, while acknowledging that year-to-year margin progression may be impacted by tariffs, competitive dynamics, inflationary pressures, volume trends and planned reinvestment, including advertising and promotion;

• Further deleveraging the balance sheet and improving cash flow efficiency through disciplined working capital management and capital allocation;

• Strengthening commercial and operational excellence and execution discipline through continued complexity reduction, technology standardization, Enterprise Resource Planning System (ERP) consolidation, stock-keeping unit (SKU) optimization and supply chain optimization;

• Winning through accountability, urgency and the Company’s values, while continuing to strengthen a high-performance culture that emphasizes accountability, innovation and inclusion.

The Company remains committed to advancing its turnaround and positioning the business for sustainable, profitable growth over time, while maintaining a balanced and disciplined view of external conditions and factors outside the Company’s control.

Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth.

One such initiative is Project Ovid which entails a multi-year, customer centric supply chain initiative which has transformed the Company’s go-to-market capabilities in the U.S., improving customer service levels and driving operational efficiencies.

Project Ovid optimized the Company’s distribution network in 2022 and 2023 by creating a single integrated supply chain from 23 business-unit-centric supply chains.

The initiative reduced administrative complexity, improved inventory and invoicing workflow for our customers and enhanced product availability for consumers through omni-channel enablement.

This new operating model continues to drive efficiencies by better utilizing the Company’s transportation and distribution network and consolidating the number of overall distribution sites.

In May 2023, the Company announced a restructuring and cost savings initiative that was intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment.

The Network Optimization Project incorporated a variety of initiatives, including a reduction in the overall number of distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance.

These actions were substantially implemented by the end of 2024.

In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that was intended to strengthen the Company by leveraging its scale to further reduce complexity, streamline its operating model and drive operational efficiencies.

The Company commenced reducing headcount during the first quarter of 2023.

Project Phoenix incorporated a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, transition to a unified One Newell go-to-market model in key international geographies, and otherwise reduce overhead costs.

These actions were substantially implemented by the end of 2023.

In January 2024, the Company announced an organizational realignment (“Realignment Plan”), which was designed to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategies the Company unveiled in June of 2023.

One such initiative is the organizational realignment (“Realignment Plan”), which was designed to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategies the Company initiated in 2023.

In addition to improving accountability, the Realignment Plan was designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment.

As part of the Realignment Plan, the Company has made several operating model changes, which entailed:

standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams to drive standardization, efficiency and scale with a One Newell approach.

The Company has also further optimized the Company’s real estate footprint and pursued other cost reduction initiatives.

These actions were primarily implemented by the end of 2024.

Remaining actions, subject to applicable local law and consultation requirements, are expected to be implemented by the end of fiscal year 2025.

standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, enhancing and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams to drive standardization, efficiency and scale with a One Newell approach.

The Company has also optimized the Company’s real estate footprint and pursued other cost reduction initiatives.

Actions under the Realignment Plan were implemented by the end of fiscal year 2025.

Further building on the Company’s turnaround strategy, the Company announced a global productivity plan (the “Productivity Plan”) in December 2025.

The Productivity Plan is designed to further simplify processes, streamline overhead and redirect resources to the highest-value activities.

As part of the Productivity Plan the Company will reduce its global workforce by over 900 employees primarily related to professional and clerical employees, with limited impact on manufacturing or supply chain operations.

Professional and clerical employee separations in the U.S.

were mostly executed by the end of 2025, with international actions to occur throughout 2026, subject to applicable local law and consultation requirements.

The Company closed approximately 20 Yankee Candle stores in the U.S.

and Canada in January 2026.

This retail optimization aligns the brand’s footprint with modern consumer shopping behaviors and supports its multi-channel strategy.

In addition, the Company continues to review its operating footprint and non-core brands, which will likely result in future restructuring and restructuring-related charges.

3 unchanged sentences

Segment Key Brands Description of Primary Products

Home and Commercial Solutions Ball (1) , Calphalon, Crockpot, FoodSaver, Mapa, Mr.

Home and Commercial Solutions Ball (a) , Calphalon, Chesapeake Bay, Crockpot, FoodSaver, Mapa, Mr.

Coffee, Oster, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle

11 unchanged sentences

activity-based products and labeling solutions

Outdoor and Recreation Campingaz, Coleman, Contigo and Marmot Active lifestyle products for outdoor and outdoor-related activities;

Outdoor and Recreation Bubba, Campingaz, Coleman, Contigo and Marmot Active lifestyle products for outdoor and outdoor-related activities;

technical apparel and on-the-go beverageware

(1) and Ball®, TM of Ball Corporation, used under license.

During 2023, the Company implemented a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company.

In connection with the new operating model, the President and Chief Executive Officer of the Company, who is the chief operating decision maker (the “CODM”), reviews the businesses as three operating segments:

(a) and Ball®, TMs of Ball Corporation, used under license.

The President and Chief Executive Officer (the “CEO”) of the Company, who is the chief operating decision maker (the “CODM”), reviews the businesses as three operating segments:

Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).

This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources.

The Company also provides general corporate services to its segments which is reported as a non-operating segment, Corporate.

See Footnote 16 of the Notes to Consolidated Financial Statements for further information.

1 unchanged sentence

The H&CS segment designs, manufactures, sources, markets and distributes a diverse line of household products, including kitchen appliances, food and home storage, fresh preserving, vacuum sealing, gourmet cookware, bakeware and cutlery and home fragrance products, as well as commercial cleaning and maintenance solutions products, closet and garage organization products, hygiene systems and material handling solutions.

Commercial cleaning and maintenance solutions products are primarily sold under the Rubbermaid, Rubbermaid Commercial Products, Mapa and Spontex brands.

Kitchen appliances are primarily sold under the Crockpot, Mr.

4 unchanged sentences

The Company also sells certain home canning and food storage products under the Ball brand, pursuant to a license from Ball Corporation.

Home fragrance products are sold primarily under the WoodWick and Yankee Candle brands.

Commercial cleaning and maintenance solutions products are primarily sold under the Rubbermaid, Rubbermaid Commercial Products, Mapa and Spontex brands.

Home fragrance products are sold primarily under the Chesapeake Bay, WoodWick and Yankee Candle brands.

The H&CS segment primarily markets its products directly to mass merchants, warehouse clubs, home centers, department stores, drug/grocery stores, specialty retailers, discount stores, e-commerce retailers, commercial products distributors, select contract customers and other professional customers, as well as direct to consumers online and in Yankee Candle retail stores.

10 unchanged sentences

The O&R segment designs, manufactures, sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities, including technical apparel and on-the-go beverageware.

Active lifestyle products are sold primarily under the Campingaz, Coleman, Contigo, and Marmot brands.

Active lifestyle products are sold primarily under the Bubba, Campingaz, Coleman, Contigo, and Marmot brands.

The O&R segment primarily markets its products directly to warehouse clubs, department stores, grocery stores, mass merchants, sporting goods and specialty retailers, distributors and e-commerce retailers, as well as direct to consumers online.

7 unchanged sentences

The Company has multiple foreign and domestic sources of supply for substantially all of its material requirements.

The raw materials and various purchased components required for its products have generally been available in sufficient quantities, however the Company continues to monitor risks for capacity constraints around certain raw materials and finished goods driven by evolving global conditions.

The raw materials and various purchased components required for its products have generally been available in sufficient quantities;

however the Company continues to monitor risks for capacity constraints around certain raw materials and finished goods driven by evolving global conditions.

The Company’s product offerings require the purchase of resin, corrugate, glass, plastic, expanded polystyrene, nylon, paper, sawdust, tin plate, wax, wood, natural rubber, electrical components, glass fiber, magnesium, adhesives, various paper-related packaging materials and metals, including steel, stainless steel, aluminum and copper.

2 unchanged sentences

Historically, the Company has experienced inflation in sourced product costs due to currency fluctuations and increased input and labor costs.

In some cases, a single

manufacturer or a limited number of manufacturers may supply substantially all the finished goods for a product line.

In some cases, a single manufacturer or a limited number of manufacturers may supply substantially all the finished goods for a product line.

For example, the Baby business unit within the Company’s L&D segment has a single source of supply for products that comprise a majority of its sales and that owns the intellectual property for many of those products.

15 unchanged sentences

Other trends, in the absence of a strong new product development effort or strong end-user demand for a brand, are for retailers to import generic products directly from foreign sources and to source and sell products under their own private label brands, which compete with the Company’s products.

The combination of these market influences has created an intensely competitive environment in which the Company’s principal customers continuously evaluate which product suppliers to use, resulting in downward pricing pressures and the need for big, consumer-meaningful brands, the ongoing introduction and commercialization of innovative new products, continuing improvements in category management and customer service, and the maintenance of strong relationships with large, high-volume purchasers.

introduction and commercialization of innovative new products, continuing improvements in category management and customer service, and the maintenance of strong relationships with large, high-volume purchasers.

The Company competes with numerous manufacturers and distributors of consumer products, many of which are large and well-established.

Our Yankee Candle retail stores compete primarily with specialty candle and personal care retailers and a variety of other retailers, including department stores, gift stores and national specialty retailers that sell candles.

For example, our Yankee Candle retail stores compete primarily with specialty candle and personal care retailers and a variety of other retailers, including department stores, gift stores and national specialty retailers that sell candles.

The Company’s principal methods of meeting its competitive challenges are creating and maintaining leading brands and differentiated products that deliver superior value and performance, delivering superior customer service and consistent on-time delivery and producing and procuring products at a competitive cost.

8 unchanged sentences

and e-commerce retailers.

The Company’s largest customer in 2024, Amazon, accounted for approximately 15% of net sales in 2024 and 13% in each of 2023 and 2022.

and subsidiaries (“Walmart”), the Company’s second largest customer in 2024, accounted for approximately 14%, 15% and 14% of net

sales in 2024, 2023 and 2022, respectively.

The Company’s largest customer in 2025, Amazon, accounted for approximately 17%, 15% and 13% of net sales in 2025, 2024 and 2023, respectively.

and subsidiaries (“Walmart”), the Company’s second largest customer in 2025, accounted for approximately 13%, 14% and 15% of net sales in 2025, 2024 and 2023, respectively.

The Company’s top-ten customers in 2025 included (in alphabetical order):

Amazon, Costco, Kroger, Lowe’s, Office Depot, Staples, Target, The Home Depot, Uline and Walmart.

Amazon.com Inc., Costco Wholesale Corporation, Grainger Inc., Office Depot Inc., Staples Inc., Target Corporation, The Home Depot Inc., The Kroger Co., Uline Inc.

and Walmart Inc.

and subsidiaries.

Environmental Matters

6 unchanged sentences

Newell Brands is committed to creating a workplace that fosters innovation, high performance and inclusion to enable sustainable business success and talent attraction, engagement and retention of required talent capabilities.

The Company has employees located throughout the world.

At December 31, 2025, the Company employed approximately 21,900 people worldwide.

7 unchanged sentences

The Company deploys a talent and workforce planning strategy focused on attracting, engaging, and retaining the required talent pools and capabilities necessary to win in the market.

Our global presence and the breadth of our industry-leading iconic brand portfolio requires a multi-cultural, multi-generational workforce that reflects the array of consumers we serve.

To enable our workforce to stay relentlessly focused on anticipating and meeting the needs and wants of our consumers, we guard against unfair talent practices and make decisions based on merit.

Our global presence and the breadth of our industry-leading iconic brand portfolio require a multi-cultural, multi-generational workforce that reflects the array of consumers we serve.

To enable our workforce to stay relentlessly focused on anticipating and meeting the needs and

wants of our consumers, we guard against unfair talent practices and make decisions based on merit.

Newell Brands is focused on providing career experience opportunities that encourage the development of our employees.

We offer development, resources and other experiences to expand skill sets and provide support to elevate careers.

This also includes skill development opportunities in artificial intelligence (“AI”).

There are opportunities to access coaching and mentoring.

4 unchanged sentences

The Company believes its management team has the experience necessary to effectively execute its strategy and advance its product and technology leadership.

The President and Chief Executive Officer (“CEO”) and executive leadership team have deep industry experience.

The CEO and executive leadership team have deep industry experience.

They partner and work closely with an experienced and talented management team who is dedicated to maintaining and expanding our position as a global leader in the consumer products industry.

For discussion of the risks relating to the attraction and retention of key management and executive employees, see Item 1A.

Risk Factors section hereafter.

For discussion of the risks relating to the attraction and retention of key management and executive employees, see Item 1A - Risk Factors section hereafter.

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 1. Business