Sec Form 3 Filing - Senovich Dennis @ NEWELL BRANDS INC. - 2023-05-15

FORM 3 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 Senovich Dennis 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) Chief Supply Chain Officer (Last) (First) (Middle) 6655 PEACHTREE DUNWOODY RD. 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2023 (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 13,688 D

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 ( 2 ) ( 1 ) ( 2 ) Common Stock 4,979 D Restricted Stock Units $ 0 ( 2 ) ( 3 ) ( 2 ) Commonn Stock 3,982 D Restricted Stock Units $ 0 ( 2 ) ( 4 ) ( 2 ) Common Stock 23,825 D Stock Option (Right to Buy) $ 20.02 ( 5 ) 02/18/2030 Common Stock 27,475 D Stock Option (Right to Buy) $ 23.79 ( 6 ) 02/16/2031 Common Stock 37,343 D Stock Option (Right to Buy) $ 25.86 ( 7 ) 02/18/2032 Common Stock 29,872 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Senovich Dennis 6655 PEACHTREE DUNWOODY RD. ATLANTA, GA30328 Chief Supply Chain Officer Signatures Raj Dave, Attorney-In-Fact for Dennis Senovich 05/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of the restricted stock units (RSUs) represents a contingent right to one share of the Company's common stock. The RSUs vest on February 16, 2024, subject to the Reporting Person's continued employment with the Company. ( 2 )N/A ( 3 )Each of the restricted stock units (RSUs) represents a contingent right to one share of the Company's common stock. The RSUs vest on February 18, 2025, subject to the Reporting Person's continued employment with the Company. ( 4 )Each of the RSUs represents a contingent right to one share of the Company's common stock. The RSUs vest ratably in one-third increments on first, second and third anniversary of the February 17, 2023 grant date, in each case subject to the Reporting Person's continued employment with the Company. ( 5 )The stock option grant vested ratably in one-third increments on the first, second and third anniversaries of the February 18, 2020 grant date based on continuous employment with the Company. ( 6 )The option became exercisable as to 12,447 shares on February 16, 2022, as to 12,448 shares on February 16, 2023, and will become exercisable as to 12,448 shares on February 16, 2024, subject to the Reporting Person's continuous employment with the Company. ( 7 )The option became exercisable as to 9,957 shares on February 18, 2023, and will become exercisable as to 9,957 shares and as to 9,958 shares on February 18, 2024 and February 18, 2025, respectively, in each case subject to the Reporting Person's continuous employment with the Company.

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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