Sec Form 4 Filing - McDermott Michael P @ NEWELL BRANDS INC. - 2024-02-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McDermott Michael P 2. Issuer Name and Ticker or Trading Symbol NEWELL BRANDS INC. [ NWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Segment CEO - Home & Com. (Last) (First) (Middle) C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2024 (Street) ATLANTA, GA30328 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/16/2024 M 7,114 ( 1 ) A $ 0 16,088 D Common Stock 02/16/2024 F 2,437 D $ 7.67 ( 2 ) 13,651 D Common Stock 02/16/2024 M 8,539 A $ 0 22,190 D Common Stock 02/16/2024 F 2,473 D $ 7.67 ( 2 ) 19,717 D Common Stock 02/17/2024 M 19,015 A $ 0 38,732 D Common Stock 02/16/2024 F 5,505 D $ 7.67 ( 2 ) 33,227 D Common Stock 2,621.05 ( 3 ) I By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 4 ) 02/16/2024 M 7,114 ( 5 ) ( 6 ) Common Stock 7,114 $ 0 0 D Restricted Stock Units ( 4 ) 02/16/2024 M 8,539 ( 7 ) ( 8 ) Common Stock 8,539 $ 0 0 D Restricted Stock Units ( 9 ) 02/17/2024 M 19,015 ( 7 ) ( 8 ) Common Stock 19,015 $ 0 0 D Restricted Stock Units ( 9 ) 02/16/2024 A 91,264 ( 7 ) ( 8 ) Common Stock 91,264 $ 0 91,264 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDermott Michael P C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD ATLANTA, GA30328 Segment CEO - Home & Com. Signatures /s/ Bradford R. Turner, Attorney in Fact for Michael McDermott 02/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Company's Compensation and Human Capital Committee certified partial achievement of the pre-established performance goals resulting in the vesting of the Reporting Peron's target shares. The terms of the Reporting Person's Performance -Based Restricted Stock Units ("PRSU") provided for the payout of 0% to 200% of the original grant based on the actual achievement of performance metrics related to core sales growth and cumulative free cash flow between January 1, 2021, and December 31, 2023. ( 2 )Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on February 16, 2024. ( 3 )Represents shares held by the reporting person in the Newell Brands Employee Savings Plan, a 401(k) plan. ( 4 )Each PRSU represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock. ( 5 )Each PRSU represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock based upon the achievement of pre-established performance metrics related to core sales growth and cumulative free cash flow over a three (3) year period between January 1, 2021, and December 31, 2023, and certification of such performance by the Company's Compensation and Human Capital Committee following the conclusion of the performance period. ( 6 )If and to the extent the relevant performance criteria are not met, the performance-based restricted stock unit grant expires on the third anniversary of the grant date with a payout of 0%. ( 7 )The restricted stock unit represents a contingent right to receive one share of the Company's common stock. ( 8 )N/A ( 9 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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