NEWELL BRANDS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 9, 2024

To the Stockholders of NEWELL BRANDS INC.:

You are cordially invited to attend the annual meeting of stockholders of NEWELL BRANDS INC. (the “Company”) to be held on May 9, 2024, at 9:00 a.m., Eastern Time (the “Annual Meeting”) at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, GA 30328. We anticipate that the meeting will be heldin-person.

At the Annual Meeting, you will be asked to:

Only stockholders of record at the close of business on March 12, 2024 may vote at the Annual Meeting or any adjournment or postponement thereof.

Whether or not you plan to attend the Annual Meeting, please act promptly to vote your shares with respect to the proposals described above. You may vote your shares by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the Internet.

We appreciate your continued confidence in our Company and look forward to having you join us at 9:00 a.m., Eastern Time on May 9, 2024.

By Order of the Board of Directors,

Bradford Turner

Chief Legal and Administrative Officer and Corporate Secretary

March 27, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 9, 2024.

The Company’s Proxy Statement and 2023 Annual Report to Stockholders are available at WWW.PROXYVOTE.COM

6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2024

You are receiving this Proxy Statement (the “Proxy Statement”) and proxy card in connection with the 2024 annual meeting of stockholders (the “Annual Meeting”) of Newell Brands Inc. (“Newell” or the “Company”) to be held in anin-person meeting format, at 9:00 a.m., Eastern Time, on May 9, 2024 at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, GA 30328.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed to stockholders on or about March 27, 2024. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company may furnish proxy materials by providing Internet access to those documents, instead of mailing a printed copy of the Company’s proxy materials to each stockholder of record. The Notice contains instructions on how to access our proxy materials and vote online, or alternatively, request a paper copy of the proxy materials and a proxy card.