What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 199 added, 89 removed, 130 unchanged (69% of the section changed)

11 unchanged sentences

• the Company’s ability to improve productivity, reduce complexity and streamline operations;

• risks related to the Company’s substantial indebtedness and current leverage profile, ability to refinance upcoming revolver and bond maturities on favorable terms, and potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents;

• the impact on the Company’s operations and financial condition resulting from current global macroeconomic environment, including the impact of tariffs imposed by the U.S.

• risks related to the Company’s substantial indebtedness and current leverage profile, ability to refinance upcoming bond maturities on favorable terms or at all, and potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents;

• the impact on the Company’s operations and financial condition resulting from the current global macroeconomic environment, including the impact of tariffs imposed by the U.S.

and retaliatory tariffs imposed by foreign countries, and the Company’s ability to effectively execute its mitigation plans;

2 unchanged sentences

• supply chain and operational disruptions in the markets in which we operate, including as a result of geopolitical and macroeconomic conditions and any global military conflicts including those between Russia and Ukraine and in the Middle East;

• changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and the Company’s ability to offset cost increases through pricing and productivity in a timely manner;

• changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and oil price volatility, and the Company’s ability to offset cost increases through pricing and productivity in a timely manner;

• the Company's ability to effectively execute its turnaround plan, including the Productivity Plan announced in December 2025 and other restructuring and cost saving initiatives;

27 unchanged sentences

The Company continues to execute the strategic priorities identified through its 2023 comprehensive capability assessment.

These priorities, grounded in defined “where to play” and “how to win” choices, are intended to drive sustainable improvement in revenue performance, margins and cash flow through a redesigned operating model, targeted talent investments and a culture redesign.

The Company remains in the execution phase of its multi‑year transformation.

The Company believes that actions taken during 2025 strengthened foundational capabilities across innovation, brand building, productivity and commercial execution, and the Company expects the benefits of these initiatives to continue to phase in over time.

Execution of the Company’s strategy continues amid a dynamic operating environment, including shifting consumer preferences, heightened competitive intensity, changes in retailer inventory and promotional behavior, increased adoption of digital and artificial intelligence‑enabled tools, macroeconomic and geopolitical volatility, cumulative inflationary pressures on consumers, tariffs imposed by the U.S.

in 2025 and 2026 as well as other countries’ related retaliatory actions, and an evolving regulatory landscape.

in 2025 and early 2026 as well as other countries’ related retaliatory actions, and an evolving regulatory landscape.

The Company continues to deploy mitigation actions, including pricing optimization, productivity initiatives and strategic manufacturing relocations, where appropriate.

12 unchanged sentences

Recent Developments

Update on Tariffs

In February 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, invalidating tariffs previously imposed under that statute, and in April 2026 the U.S.

Court of International Trade issued a related order directing U.S.

Customs and Border Protection to administer affected import entries accordingly.

The Company is evaluating the impact of these developments, including ongoing administrative and legal processes.

See Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

The Company continues to operate in a highly uncertain trade environment, with ongoing uncertainty regarding the scope, duration, legal sustainability and potential replacement of current tariffs, as well as the risk of retaliatory actions by other countries.

While the Company continues to pursue mitigation actions as necessary with respect to its tariff exposure, including pricing actions, productivity initiatives, sourcing diversification and manufacturing footprint optimization, changes in trade policy, related legal challenges and geopolitical responses could continue to adversely affect the Company’s costs, supply chain and financial results.

Update on Tariffs and Geopolitical Conflicts

On February 20, 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act does not authorize the imposition of tariffs, invalidating tariffs imposed under that statute in 2025 and early 2026 (the “IEEPA Tariffs”).

The ruling, however, did not address the availability, timing or mechanics of potential refunds.

On March 4, 2026, the U.S.

Court of International Trade (the “CIT”) directed U.S.

Customs and Border Protection (the “CBP”) to facilitate refunds of IEEPA Tariffs.

Subsequently, CBP commenced development of a process to facilitate the refund of previously paid IEEPA Tariffs, including applicable interest.

Since the invalidation of the IEEPA Tariffs, the U.S.

presidential administration has imposed additional new tariffs affecting the Company on a temporary basis under Section 122 of the Trade Act of 1974 and on a long-term basis under Section 301 of the Trade Act of 1974, and has also proposed the imposition of additional tariffs under Section 301.

The Company paid approximately $120 million and $20 million of IEEPA Tariffs during 2025 and 2026, respectively.

The Company evaluated the probability and recoverability of IEEPA Tariffs previously paid and concluded that recovery was probable.

Accordingly, during the second quarter of 2026, the Company recorded a receivable for the amounts previously paid, representing its best estimate of the expected refund for IEEPA Tariffs, with a corresponding reduction primarily to cost of products sold.

During the second quarter of 2026, the Company recorded a pretax benefit of approximately $100 million related to IEEPA Tariffs expensed in the Company's Condensed Consolidated Statement of Operations in 2025 and a $38 million pretax benefit related to IEEPA Tariffs expensed in the Company’s Condensed Consolidated Statement of Operations for the six months ended June 30, 2026 (including $26 million expensed during the first quarter of 2026).The aggregate IEEPA Tariffs receivable and an immaterial amount of interest, were recorded within prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet as of June 30, 2026.

See Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Geopolitical Conflicts

Global economic conditions continue to be adversely affected by ongoing geopolitical conflicts, including the Russia‑Ukraine and the Middle East conflicts.

The Company has experienced increased costs for raw materials, transportation, energy, and commodity costs, driven in part by elevated fuel prices and global macroeconomic effects.

The continuation or escalation of geopolitical tensions, including the expansion of trade restrictions, sanctions, or other barriers to global trade, could adversely affect the Company by disrupting its supply chain (including changes in prices and availability of transportation, raw materials and sourced products), reducing consumer demand, increasing volatility in foreign exchange rates and financial markets, and contributing to localized or global economic downturns.

See “ Results of Operations ” and Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

The Company has experienced increased costs for raw materials, transportation, energy, and commodity costs, driven in part by elevated fuel prices and global macroeconomic pressures.

The continuation or escalation of geopolitical tensions, including expanded trade restrictions, sanctions, or other barriers to global trade, could adversely affect the Company by disrupting its supply chain (including changes in prices and availability of transportation, raw materials and sourced products), reducing consumer demand, increasing volatility in foreign exchange rates and financial markets, and contributing to localized or global economic downturns.

The Company continues to operate in a highly uncertain trade environment.

Uncertainty remains regarding the potential long-term replacement of the IEEPA Tariffs and the scope and duration of any such replacement tariffs and other U.S.

tariffs, as well as the risk of retaliatory actions by other countries and the evolving legal landscape.

Changes in trade policy, related legal challenges and geopolitical responses could adversely affect the Company’s costs, supply chain, operating results and financial condition.

See “ Results of Operations ” and Footnotes 1 and 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Credit Revolver Refinancing

On July 30, 2026 (the “Closing Date”), the Company, Newell Brands Ireland Services DAC, as a subsidiary borrower, and certain domestic and foreign subsidiary guarantors entered into a five-year asset-based revolving facility (the “New ABL Credit Facility”) with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent, pursuant to an ABL credit agreement governing the New ABL Credit Facility (the “New ABL Credit Agreement”).

The New ABL Credit Agreement provides for the New ABL Credit Facility in the amount of up to $800 million, subject to a borrowing base comprised of, without limitation, qualified cash, accounts receivable, inventory, equipment and intellectual property.

The New ABL Credit Agreement also includes an uncommitted accordion feature whereby the Company can request certain lenders to increase commitments under the New ABL Credit Facility by an aggregate amount not to exceed $500 million, subject to certain conditions.

Borrowings under the New ABL Credit Agreement may be used for working capital needs and other general corporate purposes, including, on the Closing Date, the repayment and replacement of the Credit Revolver (defined hereafter).

On the Closing Date, the Company incurred $490 million of borrowings and used $490 million of such borrowings under the New ABL Credit Agreement to repay borrowings under and refinance and replace the Credit Revolver.

See Footnotes 8 and 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Results of Operations

Three Months Ended March 31, 2026 vs.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Consolidated Operating Results

Three Months Ended March 31,

Three Months Ended June 30,

(in millions) 2026 2025 $ Change % Change

Net sales $ 1,994 $ 1,935 $ 59 3.0%

Gross profit 812 685 127 18.5%

Gross margin 40.7 % 35.4 %

Operating income 283 171 112 65.5%

Operating margin 14.2 % 8.8 %

Interest expense, net 87 82 5 6.1%

Loss on extinguishment and modification of debt — 13 (13) (100.0)%

Other expense, net 1 5 (4) (80.0)%

Income before income taxes 195 71 124 NM

Income tax provision 89 25 64 NM

Income tax rate 45.6 % 35.2 %

Net income $ 106 $ 46 $ 60 NM

Diluted earnings per share $ 0.25 $ 0.11

NM - NOT MEANINGFUL

Net sales for the three months ended June 30, 2026 increased approximately 3%.

Net sales were favorably impacted by contributions from launches of product innovation, distribution gains and stronger demand in certain markets.

These favorable factors were partially offset by soft international demand.

Changes in foreign currency favorably impacted net sales by $20 million, or 1%.

Gross profit increased by approximately $127 million, or 19% compared to the prior year.

Gross margin improved to 40.7% as compared with 35.4% in the prior year, reflecting the recognition of a refund of approximately $100 million and $26 million related to IEEPA Tariffs that were expensed in 2025 and the first quarter of 2026, respectively.

profit also benefited from an increase in net sales and gross productivity that slightly more than offset inflationary pressures.

Notable items, other than those noted above, impacting operating income for the three months ended June 30, 2026 and 2025 were as follows (in millions):

Three Months Ended June 30,

Restructuring and restructuring-related costs (a) (b)

Transaction costs and other (c)

(a) See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(b) Restructuring-related costs reported in cost of sales for the three months ended June 30, 2026 was $1 million, primarily related to facility closures associated with previously announced but substantially completed restructuring activities.

For the three months ended June 30, 2025, restructuring-related costs reported in cost of products sold and selling, general and administrative expense (“SG&A”) were $1 million and $5 million, respectively, and primarily related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

(c) Transaction and other costs for the three months ended June 30, 2026 primarily related to expenses for certain legal proceedings and completed divestitures.

Transaction and other costs for the three months ended June 30, 2025 primarily related to hyperinflationary currency movements.

Operating income was $283 million, compared to $171 million in the prior year period.

The improvement primarily reflects the factors that contributed to the $127 million increase in gross profit, savings from restructuring actions related to the Productivity Plan, and lower consulting and other professional service costs.

These favorable impacts were partially offset by a $17 million increase in incentive compensation primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and a $9 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Interest expense, net increased by $5 million due to higher interest rates and lower interest income.

The weighted average interest rates for the three months ended June 30, 2026 and 2025 were approximately 6.8% and 6.3%, respectively.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Other expense, net for three months ended June 30, 2026 and 2025 includes the following items (in millions):

Three Months Ended June 30,

Foreign exchange losses, net $ 2 $ 1

Discount on factored receivables 6 7

Other, net (7) (3)

The income tax provision for the three months ended June 30, 2026 was $89 million, compared to $25 million for the three months ended June 30, 2025.

The Company’s effective income tax rates for the three months ended June 30, 2026 and 2025 were 45.6% and 35.2%, respectively.

The income tax provision for the three months ended June 30, 2026 was impacted by certain discrete items, including a $24 million discrete tax expense, primarily attributable to the tax effect of the IEEPA Tariff refund recognized during the quarter for amounts previously expensed in 2025.

See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Business Segment Operating Results

Home and Commercial Solutions

Three Months Ended June 30,

(in millions) 2026 2025 $ Change % Change

Net sales $ 903 $ 892 $ 11 1.2%

Operating income 49 24 25 NM

Operating margin 5.4 % 2.7 %

NM - NOT MEANINGFUL

H&CS net sales for the three months ended June 30, 2026 increased approximately 1%, reflecting contributions from launches of product innovations, modest recovery in the Kitchen business and favorable order timing, as retailers shifted orders from first quarter to second quarter of 2026, primarily in connection with key reset events.

These were largely offset by soft international demand.

Changes in foreign currency also favorably impacted net sales by $18 million, or approximately 2%.

Operating income for the three months ended June 30, 2026 was $49 million as compared to $24 million in the prior year, reflecting the recording of a refund of approximately $30 million and $11 million associated with IEEPA Tariffs expensed in 2025 and the first quarter of 2026, respectively.

In addition, higher advertising and promotion expense, which increased by approximately $7 million, to support product launches and inflationary pressures, more than offset benefits from productivity and savings from restructuring actions.

Learning and Development

Three Months Ended June 30,

(in millions) 2026 2025 $ Change % Change

Net sales $ 851 $ 809 $ 42 5.2%

Operating income 308 202 106 52.5%

Operating margin 36.2 % 25.0 %

L&D net sales for the three months ended June 30, 2026 increased approximately 5%.

Net sales increased in both the Baby and the Writing businesses.

The increase in the Baby business was primarily driven by contributions from launches of product innovation and improved replenishment orders from major retailers.

The increase in the Writing business was due to contributions from launches of product innovations and net distribution gains.

Changes in foreign currency favorably impacted net sales by $3 million, or approximately less than 1%.

Operating income for the three months ended June 30, 2026 increased to $308 million as compared to $202 million in the prior-year period, reflecting the recording of a refund of approximately $63 million and $14 million associated with IEEPA Tariffs expensed in 2025 and the first quarter of 2026, respectively.

The improvement in operating results was also due to higher net sales and gross productivity.

These favorable factors were partially offset by inflationary pressures.

Outdoor and Recreation

Three Months Ended June 30,

(in millions) 2026 2025 $ Change % Change

Net sales $ 240 $ 234 $ 6 2.6%

Operating income 4 8 (4) (50.0)%

Operating margin 1.7 % 3.4 %

O&R net sales for the three months ended June 30, 2026 increased approximately 3%, mainly reflecting contributions from launches of product innovations and net distribution gains.

The impact of changes in foreign currency to net sales was immaterial.

Operating income for the three months ended June 30, 2026 was $4 million as compared to $8 million in the prior-year period.

The decrease primarily reflects a $4 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Operating income benefited from the recording of a refund of approximately $7 million associated with IEEPA Tariffs expensed in 2025, which was partially offset by inflationary pressures.

Results of Operations

Six Months Ended June 30, 2026 vs.

Six Months Ended June 30, 2025

Consolidated Operating Results

Six Months Ended June 30,

(in millions) 2026

6 unchanged sentences

Interest expense, net 171 154 17 11.0%

Other expense, net 11 4 7 NM

Loss before income taxes (61) (55) (6) (10.9)%

Income tax benefit (28) (18) (10) (55.6)%

Loss on extinguishment and modification of debt — 13 (13) (100.0)%

Other expense, net 12 9 3 33.3%

Income before income taxes 134 16 118 NM

Income tax provision 61 7 54 NM

Income tax rate 45.5 % 43.8 %

Net loss $ (33) $ (37) $ 4 10.8%

Diluted loss per share $ (0.08) $ (0.09)

Net income $ 73 $ 9 $ 64 NM

Diluted earnings per share $ 0.17 $ 0.02

NM - NOT MEANINGFUL

Net sales for the three months ended March 31, 2026 decreased approximately 1%.

Net sales were unfavorably impacted by continued soft demand, primarily in the H&CS segment.

In addition, unfavorable order timing impacted net sales growth during the first quarter of 2026, as certain customers accelerated purchases in the first quarter of 2025, ahead of anticipated tariff impacts and price increases and retailers shifted orders into the second quarter of 2026 primarily in connection with key reset events.

These factors were partially offset by product innovation launches and favorable net pricing including a $25 million contribution from a refinement of estimates related to customer programs, reflecting better claims experience and improved deduction management.

Net sales for the six months ended June 30, 2026 increased approximately 1%.

Net sales were favorably impacted by launches of product innovations across all segments, stronger demand in certain markets and favorable net pricing including a $25 million contribution from a refinement of estimates related to customer programs, reflecting better claims experience and improved deduction management.

These favorable factors were offset by soft international demand.

Changes in foreign currency favorably impacted net sales by $62 million, or 2%.

Gross profit increased by approximately $137 million, or 12% compared to the prior year.

Gross margin improved to 33.1% as compared with 32.1% in the prior year.

The improvement in gross margin was driven by gross productivity and net pricing actions including the $25 million contribution related to customer programs discussed above, partially offset by the volume impact of lower sales, higher tariffs and inflation.

Changes in foreign currency exchange rates favorably impacted gross profit by $9 million, or 2%.

Notable items, other than those noted above, impacting operating income for the three months ended March 31, 2026 and 2025 were as follows (in millions):

Three Months Ended March 31,

Gross margin improved to 37.4% as compared with 33.9% in the prior year, reflecting the recognition of a refund of approximately $100 million related to IEEPA Tariffs that were expensed in 2025.

Gross profit was also favorably impacted by net pricing actions including the $25 million contribution related to customer programs discussed above and gross productivity, which were partially offset by inflationary pressures.

Changes in foreign currency exchange rates favorably impacted gross profit by $11 million, approximately 1%.

Notable items, other than those noted above, impacting operating income for the six months ended June 30, 2026 and 2025 were as follows (in millions):

Six Months Ended June 30,

Restructuring and restructuring-related costs (a) (b)

1 unchanged sentence

(a) See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(b) Restructuring-related costs reported in selling, general and administrative expense (“SG&A”) for the three months ended March 31, 2026 was $1 million and primarily related to facility closures associated with previously announced but substantially completed restructuring activities.

For the three months ended March 31, 2025, restructuring-related costs reported in cost of products sold and SG&A were $3

million and $11 million, respectively, and primarily related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

(c) Transaction and other costs for the three months ended March 31, 2026 primarily related to certain legal proceedings and completed divestitures.

Transaction and other costs for the three months ended March 31, 2025 primarily related to hyperinflationary currency movements.

(b) Restructuring-related costs reported in cost of sales and SG&A for the six months ended June 30, 2026 was $1 million each, primarily related to facility closures associated various discrete initiatives.

For the six months ended June 30, 2025, restructuring-related costs reported in cost of products sold and SG&A were $4 million and $16 million, respectively, and primarily related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

(c) Transaction and other costs for the six months ended June 30, 2026 primarily related to expense for certain legal proceedings and completed divestitures.

Transaction and other costs for the six months ended June 30, 2025 primarily related to hyperinflationary currency movements.

Operating income was $317 million, compared to $192 million in the prior year period.

The improvement reflects the aforementioned factors related to the increase in gross profit of $10 million and savings from restructuring actions related to the Productivity Plan, partially offset by $5 million increase in advertising and promotion spending.

Interest expense, net increased by $12 million due to higher interest rates.

The weighted average interest rates for the three months ended March 31, 2026 and 2025 were approximately 6.9% and 6.0%, respectively.

The improvement primarily reflects the factors that contributed to $137 million increase in gross profit, savings from restructuring actions related to the Productivity Plan, and lower consulting and other professional service costs.

These favorable impacts were partially offset by a $17 million increase in incentive compensation primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and a $14 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Interest expense, net increased by $17 million due to higher interest rates and lower interest income.

The weighted average interest rates for the six months ended June 30, 2026 and 2025 were approximately 6.8% and 6.2%, respectively.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Other expense, net for three months ended March 31, 2026 and 2025 includes the following items (in millions):

Three Months Ended March 31,

Other expense, net for six months ended June 30, 2026 and 2025 includes the following items (in millions):

Six Months Ended June 30,

Foreign exchange losses, net $ 10 $ 2

Discount on factored receivables and other, net 3 3

The income tax benefit for the three months ended March 31, 2026 was $28 million as compared to $18 million for the three months ended March 31, 2025.

The Company’s effective income tax rates for the three months ended March 31, 2026 and 2025 were a benefit of 45.9% and 32.7% respectively.

The change in the tax rate reflects a year over year decrease in forecasted pretax book income for 2026 combined with an increase in income tax benefits.

Discount on factored receivables 11 13

Other, net (9) (6)

The income tax provision for the six months ended June 30, 2026 was $61 million, compared to $7 million for the six months ended June 30, 2025.

The Company’s effective income tax rates for the six months ended June 30, 2026 and 2025 were 45.5% and 43.8% respectively.

The income tax provision for the six months ended June 30, 2026 was impacted by certain discrete items, including a $24 million discrete tax expense primarily attributable to the tax effect of IEEPA Tariff refund recognized during the quarter, for amounts previously expensed in 2025.

See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

1 unchanged sentence

Home and Commercial Solutions

Three Months Ended March 31,

Six Months Ended June 30,

(in millions) 2026 2025 $ Change % Change

Net sales $ 1,683 $ 1,704 $ (21) (1.2)%

Operating loss (3) (2) (1) (50.0)%

Operating income 46 22 24 NM

Operating margin 2.7 % 1.3 %

H&CS net sales for the three months ended March 31, 2026 decreased approximately 4%, reflecting soft demand across all businesses, as well as unfavorable order timing, as certain customers accelerated purchases in the first quarter of 2025 ahead of anticipated tariff impacts and price increases, and retailers shifted orders into the second quarter of 2026, primarily in connection with key reset events.

These factors were partially offset by product innovation launches and favorable net pricing including a $17 million contribution from a refinement of estimates related to customer programs as discussed above.

NM - NOT MEANINGFUL

H&CS net sales for the six months ended June 30, 2026 decreased approximately 1%, reflecting soft demand in the Commercial and Home Fragrance businesses.

These factors were partially offset by product innovation launches, modest recovery in the Kitchen business and favorable net pricing including a $17 million contribution from a refinement of estimates related to customer programs.

Changes in foreign currency favorably impacted net sales by $44 million, or approximately 3%.

Operating loss for the three months ended March 31, 2026 was $3 million as compared to $2 million in the prior year.

The decline in operating results was primarily driven by a $5 million decrease in gross profit due mainly to lower sales volume and inflation, partially offset by gross productivity and net pricing actions including the $17 million contribution related to customer programs discussed above.

Savings from restructuring actions were partially offset by increased amortization related to a certain tradename that no longer qualified as indefinite-lived intangible asset.

Operating income for the six months ended June 30, 2026 was $46 million as compared to $22 million in the prior year, reflecting the recording of a refund of approximately $30 million associated with IEEPA Tariffs expensed in 2025.

In addition, operating income also increased due to net pricing actions, including the $17 million contribution related to customer programs discussed above, gross productivity and savings from restructuring actions.

These favorable factors were partially offset by inflationary pressures and higher advertising and promotion expense, which increased by approximately $5 million to support product launches.

Learning and Development

Three Months Ended March 31,

Six Months Ended June 30,

(in millions) 2026 2025 $ Change % Change

2 unchanged sentences

Operating margin 28.8 % 21.7 %

L&D net sales for the three months ended March 31, 2026 increased approximately 4%.

L&D net sales for the six months ended June 30, 2026 increased approximately 5%.

Net sales increased in both the Baby and the Writing businesses.

The increase in the Baby business was primarily driven by improved replenishment orders from major retailers, pricing actions and contributions from product innovation.

The increase in Writing business was due to distribution gains and favorable net pricing including a $7 million contribution from a refinement of estimates related to customer programs as discussed above.

The increase in the Baby business was primarily driven by contributions from launches of product innovation and distribution gains.

The increase in the Writing business was due to contributions from launches of product innovations, net distribution gains and favorable net pricing including a $7 million contribution from a refinement of estimates related to customer programs.

Changes in foreign currency favorably impacted net sales by $14 million, or approximately 1%.

Operating income for the three months ended March 31, 2026 increased to $108 million as compared to $98 million in the prior-year period.

The increase in operating income was primarily due to higher gross profit of $11 million, as gross productivity and net pricing actions including the $7 million contribution related to customer programs discussed above, which were partially offset by inflation and increased advertising and promotion spending.

Operating income for the six months ended June 30, 2026 increased to $416 million as compared to $300 million in the prior-year period, reflecting the recording of a refund of approximately $63 million associated with IEEPA Tariffs expensed in 2025.

The improvement in operating results is also due to higher net sales, gross productivity and net pricing actions, including the $7 million contribution related to customer programs discussed above.

These favorable factors were partially offset by inflationary pressures.

Outdoor and Recreation

Three Months Ended March 31,

Six Months Ended June 30,

(in millions) 2026 2025 $ Change % Change

Net sales $ 415 $ 416 $ (1) (0.2)%

Operating loss (7) (5) (2) (40.0)%

Operating income (loss) (3) 3 (6) NM

Operating margin (0.7) % 0.7 %

O&R net sales for the three months ended March 31, 2026 decreased approximately 4% reflecting soft demand, partially offset by favorable pricing and contributions from product innovations.

O&R net sales for the six months ended June 30, 2026 decreased slightly, reflecting soft demand, partially offset by favorable pricing and contributions from launches of product innovations.

Changes in foreign currency favorably impacted net sales by $4 million, or approximately 1%.

Operating loss for the three months ended March 31, 2026 was $7 million as compared to $5 million in the prior-year period.

The change in operating performance was due to increased advertising and promotion spending, partially offset by $4 million improvement in gross profit due to favorable pricing and gross productivity.

Operating loss for the six months ended June 30, 2026 was $3 million as compared to operating income of $3 million in the prior-year period.

The change in operating performance was attributable to an $8 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Operating income benefited from the recording of a refund of approximately $7 million associated with IEEPA Tariffs expensed in 2025, which was partially offset by inflationary pressures.

Liquidity and Capital Resources

5 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operation s of the Company's most recent Annual Report on Form 10-K, filed on February 13, 2026.

At March 31, 2026, the Company had cash and cash equivalents of approximately $201 million, of which approximately $157 million was held by the Company’s non-U.S.

At June 30, 2026, the Company had cash and cash equivalents of approximately $209 million, of which approximately $144 million was held by the Company’s non-U.S.

subsidiaries.

Cash, cash equivalents and restricted cash increased (decreased) as follows for the three months ended March 31, 2026 and 2025 (in millions):

Cash, cash equivalents and restricted cash increased (decreased) as follows for the six months ended June 30, 2026 and 2025 (in millions):

2026 2025 Increase (Decrease)

6 unchanged sentences

Cash Flows from Operating Activities

The change in net cash used in operating activities reflects higher restructuring payment and higher inventory levels driven by planned builds to support anticipated second quarter demand, partially offset by improvement in accounts receivable collections and lower incentive compensation payment.

The change in net cash used in operating activities reflects higher net income, favorable changes in working capital and lower incentive compensation payment, partially offset by higher restructuring payments.

Cash Flows from Investing Activities

The change in net cash used in investing activities was primarily due to $22 million decrease in capital expenditures offset by cash used for transactions related to certain hedging instruments.

The change in net cash used in investing activities was primarily due to a $34 million decrease in capital expenditures offset by cash used for transactions related to certain hedging instruments.

Cash Flows from Financing Activities

The change in net cash provided by financing activities primarily reflected proceeds from balance sheet hedge settlements and an increase in accounts receivable collections not yet remitted to the financial institution under the Company’s receivables factoring arrangements, partially offset by lower borrowings under the Credit Revolver (as defined hereafter) during the current period and higher cash used to settle withholding taxes on vested equity awards.

See Footnotes 1 and 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on factoring of receivables and Credit Revolver, respectively.

The change in net cash provided by financing activities primarily reflected lower borrowings under the Credit Revolver (as defined hereafter) during the current period.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on the Credit Revolver.

Capital Resources

Credit Revolver

The Company maintains a $1.00 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027.

Under the Credit Revolver, the Company may borrow funds on a variety of interest terms.

The Credit Revolver agreement (i) requires the Company to satisfy financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Credit Revolver, as amended), (ii) requires the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) requires the Company and other Guarantors to grant a lien and security interest in certain assets consisting of eligible accounts receivables, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations.

In accordance with the terms of the Credit Revolver, the Total Net Leverage Ratio covenant is scheduled to decrease as of the last day of the fiscal quarter ending September 30, 2026 and to continue at such level for each fiscal quarter

ending thereafter during the remaining term of the Credit Revolver.

The Company’s ability to continue to comply with the Total Net Leverage Ratio covenant is dependent upon the Company’s future operating and financial performance, which may be affected by economic conditions and other factors beyond our control.

A failure to maintain the Company’s financial covenants and to subsequently remedy a default would impair its ability to borrow under the Credit Revolver and, absent a waiver of such default by the lenders under the Credit Revolver or an amendment or replacement of the Credit Revolver with alternative financing, potentially subject the Company to cross-default and acceleration provisions in its debt documents, which would have a significant adverse effect on the Company’s business, financial condition and operating results.

While the Company would pursue refinancing the Credit Revolver with a new or amended borrowing facility should such action be necessary, there can be no assurance regarding the availability of such a new or amended facility on terms favorable to the Company or at all.

Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver is subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver.

At March 31, 2026, there was $789 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

The Credit Revolver provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver.

At March 31, 2026, the Company had approximately $37 million of outstanding standby letters of credit issued against the Credit Revolver and $425 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $327 million.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

The Company was in compliance with all of its debt covenants at March 31, 2026.

Credit Revolver and New ABL Credit Facility

Through July 30, 2026 the Company maintained a $1.00 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027.

Under the Credit Revolver, the Company could borrow funds on a variety of interest terms.

The Credit Revolver agreement (i) required the Company to satisfy financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Credit Revolver, as amended), (ii) required the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) required the Company and other Guarantors to grant a lien and security interest in certain assets consisting of eligible accounts receivables, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations.

Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver was subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver.

At June 30, 2026, there was $969 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

The Credit Revolver provided for the issuance of up to $150 million of letters of credit, so long as there was sufficient availability for borrowing under the Credit Revolver.

At June 30, 2026, the Company had approximately $48 million of outstanding standby letters of credit issued against the Credit Revolver and $470 million of outstanding borrowings under the Credit Revolver, resulting in a net availability of approximately $451 million.

On the Closing Date, the Company, Newell Brands Ireland Services DAC, as a subsidiary borrower, and certain domestic and foreign subsidiary guarantors, entered into a five-year asset-based revolving facility with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent, pursuant to the ABL Credit Agreement governing the New ABL Credit Facility in the amount of up to $800 million, subject to a borrowing base comprised of, without limitation, qualified cash, accounts receivable, inventory, equipment and intellectual property, and incurred $490 million of borrowings and used $490 million of such borrowings under the New ABL Credit Agreement to repay borrowings under and refinance and replace the Credit Revolver.

The New ABL Credit Facility matures on the earlier of (i) July 30, 2031, as such date may be extended in accordance with the New ABL Credit Agreement, and (ii) solely to the extent that any indebtedness in an aggregate principal amount of $125 million or more (“Material Indebtedness”) is outstanding as of the 91st day prior to the then earliest scheduled maturity date of such Material Indebtedness and each day thereafter until and including the scheduled maturity date of such Material Indebtedness, the date that is 91 days prior to the then-stated maturity date of such Material Indebtedness.

In addition to outstanding borrowings under the New ABL Credit Facility, availability under the New ABL Credit Facility is subject to change in accordance with the terms of the New ABL Credit Agreement, including in response to changes in the Company’s borrowing base or outstanding letters of credit under the New ABL Credit Facility.

At the Closing Date, there was $754 million of availability under the New ABL Credit Facility, based on the borrowing base and prior to giving effect to outstanding borrowings and letters of credit.

The New ABL Credit Facility provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the New ABL Credit Facility.

As of the Closing Date, the Company had approximately $48 million of outstanding standby letters of

credit issued against the New ABL Credit Facility and $490 million of outstanding borrowings under the New ABL Credit Facility, resulting in a net availability of approximately $216 million.

See Footnotes 8 and 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

The Company was in compliance with all of its debt covenants at June 30, 2026.

Risk Management

8 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-Q

Item 2. Management’s Discussion and Analysis