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 2025 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 26, 2026.

2026 ANNUAL MEETING OF STOCKHOLDERS

AGENDA ITEMS

CORPORATE GOVERNANCE HIGHLIGHTS

2025 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 nine 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

COMPENSATION HIGHLIGHTS

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

Ø In 2025, the Committee and the Board did not approve any special awards for the named executive officers.

Ø Based on the Company’s performance during the 2023-2025 performance period, performance-based restricted stock units (“PRSUs”) granted pursuant to the Long-Term Incentive Plan (“LTIP”) in 2023 were or will be earned at 93.8% upon vesting.

Ø Mr. Peterson’s final target total direct compensation (base salary, target cash incentive and target value of annual LTIP award) for 2025 was 54% performance-based and 89% at risk, and target total direct compensation of the other named executive officers (on average) was approximately 50% performance-based and 79% at risk.

Ø In 2025, the named executive officers received annual LTIP grants that were 50% performance-based, consisting of PRSUs. The Company discloses in-process performance targets and slopes for the prior-year (2025) LTIP (in addition to those for completed performance periods).

Ø The incentive targets for PRSUs granted to named executive officers pursuant to the LTIP in 2025 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.

Ø The annual incentive targets under the Company’s Management Bonus Plan (the “Bonus Plan”) in 2025 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.

Ø The annual incentive targets under the Bonus Plan in 2025 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.

Ø Based on the performance of the Company and the relevant business units in 2025, the Bonus Plan for 2025 paid out at 80% of target for Messrs. Peterson, Erceg and Turner and Ms. Platt, and 114% of target for Ms. Malkoski.

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

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