What changed in this filing

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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-14 · 65 added, 80 removed, 225 unchanged (39% 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 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.

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 (the “CEO”) and Chief Financial Officer (the “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.

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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:

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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, 2025, 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.

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

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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.

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 2026 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.

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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 .

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.

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 5 Concourse Parkway NE, 8th Floor, 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.

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

EXECUTIVE COMPENSATION

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PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required under this Item will be included in the 2025 Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm,” which information is incorporated by reference herein.

Information required under this Item will be included in the 2026 Proxy Statement under the caption “Approval of Appointment of Independent Registered Public Accounting Firm,” which information is incorporated by reference herein.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

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

• Consolidated Statements of Operations—Years Ended December 31, 2025, 2024 and 2023

• Consolidated Statements of Comprehensive Income (Loss)—Years Ended December 31, 2025, 2024 and 2023

• Consolidated Balance Sheets—December 31, 2025 and 2024

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(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.

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 11, 2012, File No.

4.3 Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc.

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4.6 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 4.3 to the Company’s Current Report on Form 8-K dated November 14, 2014, File No.

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.

4.9 Form of 4.200% note due 2026 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.

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4.8 Form of 6.375% note due 2027 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.

4.12 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.

4.13 Form of 6.375% note due 2027 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S.

Bank Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 14, 2022, File No.

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Bank Trust Company, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 14, 2022, File No.

4.10 Indenture, dated May 22, 2025, 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 May 22, 2025, File No.

4.11 Form of 8.500% senior note due 2028 issued pursuant to the Indenture, dated May 22, 2025, 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 May 22, 2025, File No.

4.12 Form of 6.375% note due 2030 issued pursuant to the 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 4.3 to the Company’s Current Report on Form 8-K dated November 13, 2024, File No.

4.13 Form of 6.625% note due 2032 issued pursuant to the 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 4.4 to the Company’s Current Report on Form 8-K dated November 13, 2024, File No.

Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not filing certain documents.

1 unchanged sentence

ITEM 10 — MATERIAL CONTRACTS

10.1* 2021 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 17, 2021, File No.

10.1* Newell Rubbermaid Inc.

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

10.2* 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.

10.3* 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.

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

2013 Incentive Plan, as amended, for Awards to Employees (Management Committee) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

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

2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No.

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

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.

10.7* Amended and Restated Newell Brands Inc.

Management Bonus Plan, effective January 1, 2021, (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 17, 2021, File No.

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* Form of 2022 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 10.4 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.

2013 Incentive Plan, as amended, for Awards to Employees (Vice President Level and above) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

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

2013 Incentive Plan, as amended, for Awards to Employees (Director Level) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No.

10.8* Form of 2021 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended March 31, 2021, File No.

10.9* Form of 2021 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan, as amended, for Awards to Employees (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report Form 10-Q for the quarterly period ended March 31, 2021, File No.

10.10* Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc.

2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No.

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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.

10.9* Newell Brands Inc.

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

10.10* 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.

10.12* 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* Form of 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.

10.13* Newell Rubbermaid Inc.

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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.

10.19*† Sixth Amendment, having an effective date of November 14, 2025, to the Newell Rubbermaid Inc.

2008 Deferred Compensation Plan.

10.20* Newell Rubbermaid Inc.

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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.

10.28* Amendment, effective January 1, 2024, to the Newell Brands Employee Savings Plan, effective January 18, 2018 (incorporated by reference to Exhibit 10.28 of Company’s Annual Report on Form 10-K for the year ended December 31, 2024, File No.

10.29* Amendment No.

6, dated December 30, 2024, to the Newell Brands Employee Savings Plan, effective January 18, 2018 (incorporated by reference to Exhibit 10.28 of Company’s Annual Report on Form 10-K for the year ended December 31, 2024, File No.

10.30*† Amendment No.

7, dated December 31, 2025, to the Newell Brands Employee Savings Plan, effective January 18, 2018.

1 unchanged sentence

10.32* 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.

10.33* Amendment, dated December 19, 2018, to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, File No.

10.34*† Amendment, dated November 1, 2019, to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018.

10.35* 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.

10.34* 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.

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

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

10.36*† Amendment, dated November 14, 2025, to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018.

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.

2022 Incentive Plan, as amended May 8, 2025 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 14, 2025, File No.

10.38* 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.

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.

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

6 unchanged sentences

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.

10.43* 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.

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

13 unchanged sentences

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.

10.52* 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.

10.53* 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.

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

15 unchanged sentences

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.

10.63* 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.

10.60 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.

8 unchanged sentences

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.

10.66* Newell Brands Inc.

2025 Long-Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 19, 2025, File No.

10.67* Form of 2025 LTIP Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for Executives (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, File No.

10.68* Form of 2025 LTIP Restricted Stock Unit Award Agreement under the Newell Brands Inc.

2022 Incentive Plan for the Chief Executive Officer (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, File No.

ITEM 19 — INSIDER TRADING COMPLIANCE MANUAL

19.1† Securities Transaction Policy.

19.1 Securities Transaction Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, File No.

ITEM 21 — SUBSIDIARIES OF THE REGISTRANT

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ITEM 97— POLICY RELATING TO RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

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.

97.1* Newell Brands Inc., Executive Compensation Recoupment Policy (Effective November 7, 2023) (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, File No.

ITEM 101 — INTERACTIVE DATA FILE

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/s/ Christopher H.

Peterson President and Chief Executive Officer and Director

President and Chief Executive Officer and Director

Christopher H.

Erceg Chief Financial Officer

Chief Financial Officer

/s/ Robert A.

Schmidt Chief Accounting Officer

/s/ Bridget Ryan Berman Chairman of the Board

Chief Accounting Officer

/s/ Bridget Ryan Berman

Chairman of the Board

Bridget Ryan Berman

/s/ Patrick D.

Campbell Director

/s/ James Keane Director

/s/ James Keane

/s/ Gerardo I.

Lopez Director

/s/ Gary Pilnick

/s/ Judith A.

Sprieser Director

/s/ Stephanie Stahl Director

/s/ Stephanie Stahl

Stephanie Stahl

/s/ Anthony Terry Director

/s/ Anthony Terry

Anthony Terry

8 unchanged sentences

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

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

Balance at Beginning of Period Provision Other Write-offs/ Recoveries 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