Sec Form 3 Filing - Posthauer Robert F. @ NEWELL BRANDS INC. - 2025-08-25

Insider filing report for Changes in Beneficial Ownership
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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
Posthauer Robert F.
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)
President, Home & Com. - Com.
(Last) (First) (Middle)
5 CONCOURSE PARKWAY NE, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/25/2025
(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 57,316 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 ( 1 ) ( 4 ) ( 2 ) ( 3 ) Common Stock 4,027 D
Restricted Stock Units ( 1 ) ( 4 ) ( 5 ) ( 3 ) Common Stock 13,038 D
Restricted Stock Units ( 1 ) ( 4 ) ( 6 ) ( 3 ) Common Stock 22,122 D
Restricted Stock Units ( 7 ) ( 4 ) ( 8 ) ( 3 ) Common Stock 18,104 D
Stock Option (Right to Buy) $ 28.69 ( 9 ) 05/28/2031 Common Stock 7,999 D
Stock Option (Right to Buy) $ 25.86 ( 9 ) 02/18/2032 Common Stock 15,226 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Posthauer Robert F.
5 CONCOURSE PARKWAY NE, 8TH FLOOR
ATLANTA, GA30328
President, Home & Com. - Com.
Signatures
/s/ Brian J. Decker, Attorney in Fact for Robert F. Posthauer 08/27/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each time-based restricted stock unit ("TRSU") represents a contingent right to receive one share of the Company's common stock.
( 2 )The TRSU's vest ratably in one-third increments on the original grant date's (February 17, 2023) first, second and third anniversaries, subject to the Reporting Person's continuous employment with the Company, with the remaining TRSUs reported schedule to vest on February 17, 2026.
( 3 )N/A
( 4 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
( 5 )The TRSUs vest ratably in one-third increments on the original grant date's (February 16, 2024) first, second and third anniversaries, subject to the Reporting Person's continuous employment with the Company, with the remaining TRSUs reported scheduled to vest on February 16, 2026 and February 16, 2027.
( 6 )The TRSUs vest ratably in one-third increments on the original grant date's (February 17, 2025) first, second and third anniversaries, subject to the Reporting Person's continuous employment with the Company, with the TRSUs reported scheduled to vest on February 17, 2026, February 17, 2027, and February 17, 2028.
( 7 )Each Performance Based Restricted Stock Unit ("PRSU") represents the right to receive one share of the Company's common stock.
( 8 )The Company's Compensation and Human Capital Committee certified the Company's performance metrics established for the Reporting Person's PRSUs granted on July 5, 2023. The terms of the Reporting Person's PRSUs provide for a seventy percent (70%) vesting on July 5, 2025, and a thirty percent (30%) vesting on July 5, 2026, subject to the continuous employment with the Company, with the remaining PRSUs reported scheduled to vest on July 5, 2026.
( 9 )The options vest ratably in one-third increments on the first, second and third anniversaries of the grant date.

Remarks:
Exhibit 24 - Power of Attorney

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