NEWELL BRANDS INC.

We are providing this Proxy Statement to you in connection with the solicitation of proxies by the Board of Newell Brands Inc. for the Annual Meeting and any adjournment or postponement of the Annual Meeting. Below are highlights of certain information in this Proxy Statement. As it is only a summary, please review the full Proxy Statement and 2024 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 28, 2025.

2025 ANNUAL MEETING OF STOCKHOLDERS

AGENDA ITEMS

CORPORATE GOVERNANCE HIGHLIGHTS

2024 BOARD COMPOSITION SNAPSHOT

The Board seeks to identify as candidates for director persons from various backgrounds and with a variety of life experiences, a reputation for integrity and good business judgment and experience in highly responsible positions in professions or industries relevant to the conduct of the Company’s business. The graphic shown below provides a snapshot of the eight current directors’ skills as of the date of this Proxy Statement. For more information, please see "Information Regarding Board of Directors and Committees and Corporate Governance — Board Skills and Attributes."

Board Skills Snapshot

STOCKHOLDER ENGAGEMENt

We value the views of our stockholders, and we believe that building positive relationships with our stockholders is critical to our long-term success. Management of the Company frequently engages with stockholders on the Company’s business and strategy through investor conferences and one-on-one meetings throughout the year. In addition, to help Company management and the Board understand and consider the issues that matter most to our stockholders, we regularly engage with our stockholders on a range of topics related to corporate governance and executive compensation. We then incorporate this feedback into our disclosures, corporate governance policies and executive compensation program. We greatly value the input received through these meetings and intend to continue our stockholder outreach efforts going forward.

At the Company’s 2024 Annual Meeting of Stockholders, approximately 43% of stockholders, including abstentions, voted in favor of the Say on Pay proposal. This vote in favor of Say on Pay was materially lower than in prior years, and our 2024 Say on Pay proposal did not pass. Following this vote result, we commenced an extensive stockholder engagement campaign during the Fall of 2024 and early 2025, which included outreach to stockholders representing approximately 69% of shares outstanding and meetings held with stockholders representing approximately 37% of shares outstanding, led by the Compensation and Human Capital Committee Chair, as described below under the caption “Executive Compensation—Compensation Discussion and Analysis— Stockholder Engagement and Response to Say on Pay Vote.”

COMPENSATION HIGHLIGHTS

The Company Emphasizes Pay for Performance, Stockholder Alignment and Long-Term Performance.

➣In 2024, the Committee and the Board did not approve any special awards for the named executive officers or any increases to base salaries, short-term incentive target percentages or long-term incentive target values for the named executive officers relative to final 2023 levels.

➣Based on the Company’s performance during the 2022-2024 performance period, performance-based restricted stock units (“PRSUs”) granted pursuant to the Long Term Incentive Plan (“LTIP”) in 2022 paid out or will pay out at 0%, as determined in February 2025.

➣Mr. Peterson’s final target total direct compensation (base salary, target cash incentive and target value of annual LTIP award) for 2024 was 53% performance-based, and approximately 50% of target total direct compensation of the other named executive officers (on average) was performance-based.

➣In 2024, the named executive officers received annual LTIP grants that were 50% performance-based, consisting of PRSUs. In response to stockholder feedback, beginning with this Proxy Statement, the Company is disclosing in-process performance targets and slopes for the prior-year (2024) LTIP (in addition to those for completed performance periods).

➣The incentive targets for PRSUs granted to named executive officers pursuant to the LTIP in 2024 were weighted 50% to annual adjusted earnings per share performance and 50% to the achievement of free cash flow productivity targets over the three-year performance period, reflecting a focus on earnings performance while maintaining an emphasis on cash generation during this timeframe. This represents a reduction in the number of performance measures from three in 2023 to two in 2024 to simplify the LTIP, consistent with stockholder feedback.

➣The annual incentive targets under the Company’s Management Bonus Plan (the “Bonus Plan”) in 2024 for corporate management participants, including Messrs. Peterson, Erceg and Turner and Ms. Platt, were tied to the achievement of Company-wide goals for adjusted earnings per share, adjusted operating cash flow, core sales, productivity improvements under the Finding Untapped Efficiencies and Leverage (“FUEL”) initiative, and weighted forecast accuracy. This represents a reduction in the number of performance measures from six in 2023 to five in 2024 to simplify the program, consistent with stockholder feedback.

➣The annual incentive targets under the Bonus Plan in 2024 for Ms. Malkoski were weighted 30% to the achievement of the Company-wide goals described above and 70% to the achievement of goals for adjusted operating cash flow, adjusted operating income, core sales, FUEL productivity improvements and weighted forecast accuracy at the applicable segment level.

➣Based on the performance of the Company and the relevant business units in 2024, the Bonus Plan for 2024 paid out at 168% for Messrs. Peterson, Erceg and Turner and Ms. Platt, and 172% for Ms. Malkoski.

➣Based on the Company’s performance during the performance period completed December 31, 2024, PRSUs granted in 2023 pursuant to the 2023 Special Incentive Program (the “SIP”) to Mr. Turner and Ms. Malkoski will pay out at 200% upon their vesting in 2025 and 2026, subject to continued employment.(1)

➣The Company maintains stock ownership and shareholding guidelines for its executive officers and non-employee directors to encourage alignment with stockholder interests.

(1)

PRSUs granted in 2023 pursuant to the SIP to Messrs. Peterson and Erceg remain subject to performance goals and continued employment, with ultimate payout (if any) in 2026.

For additional information, please see the caption “Executive Compensation — Compensation Discussion and Analysis”on page 31.