NWL 8-K

NEWELL BRANDS INC.

Dated: August 19, 2026

/s/ Bradford R. Turner

Bradford R. Turner

Chief Legal and Administrative Officer and Corporate Secretary

Newell Brands Inc. (NWL)

8-K 2026-08-19 For: 2026-08-19

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Added on August 20, 2026

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Exhibit No.		Description

4.1		Indenture, dated August 19, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as trustee

4.2		Form of 6.250% senior note due 2031 (included in Exhibit 4.1 hereof)

104		Cover Page Interactive Data File (formatted as inline XBRL and embedded within the document)


		Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1
SECTION 1.1.	Definitions		1
SECTION 1.2.	Other Definitions		30
SECTION 1.3.	Rules of Construction		31
SECTION 1.4.	Limited Condition Transactions		32

ARTICLE II THE NOTES			33
SECTION 2.1.	Form and Dating		33
SECTION 2.2.	Execution and Authentication		34
SECTION 2.3.	Registrar; Paying Agent		34
SECTION 2.4.	Paying Agent to Hold Money in Trust		35
SECTION 2.5.	Holder Lists		35
SECTION 2.6.	Book-Entry Provisions for Global Notes		35
SECTION 2.7.	Replacement Notes		38
SECTION 2.8.	Outstanding Notes		38
SECTION 2.9.	Treasury Notes		39
SECTION 2.10.	Temporary Notes		39
SECTION 2.11.	Cancellation		39
SECTION 2.12.	Defaulted Interest		39
SECTION 2.13.	Computation of Interest		40
SECTION 2.14.	CUSIP and ISIN Numbers		40
SECTION 2.15.	Transfer and Exchange		40
SECTION 2.16.	Issuance of Additional Notes		42

ARTICLE III REDEMPTION AND PREPAYMENT			43
SECTION 3.1.	Notices to Trustee		43
SECTION 3.2.	Selection of Notes to Be Redeemed		43
SECTION 3.3.	Notice of Redemption		43
SECTION 3.4.	Effect of Notice of Redemption		45
SECTION 3.5.	Deposit of Redemption Price		45
SECTION 3.6.	Notes Redeemed in Part		45
SECTION 3.7.	Optional Redemption		46

ARTICLE IV COVENANTS			46
SECTION 4.1.	Payment of Notes		46
SECTION 4.2.	Maintenance of Office or Agency		47
SECTION 4.3.	Reporting		47
SECTION 4.4.	Compliance Certificate		48
SECTION 4.5.	[Reserved].		48
SECTION 4.6.	Waiver of Stay or Extension Laws		48
SECTION 4.7.	Limitation on Restricted Payments		49
SECTION 4.8.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		53


SECTION 4.9.	Limitation on Debt	55
SECTION 4.10.	Limitation on Asset Dispositions	59
SECTION 4.11.	Limitation on Transactions with Affiliates	61
SECTION 4.12.	Limitation on Liens	64
SECTION 4.13.	Limitation on Liens at Issuer’s Election Following the Termination Date	65
SECTION 4.14.	Offer to Repurchase Upon Change of Control.	69
SECTION 4.15.	Corporate Existence	70
SECTION 4.16.	Future Guarantees	70
SECTION 4.17.	Designation of Restricted and Unrestricted Subsidiaries	71
SECTION 4.18.	Termination of Certain Covenants	72

ARTICLE V SUCCESSORS		73
SECTION 5.1.	Consolidations, Mergers, and Certain Sales of Assets	73

ARTICLE VI DEFAULTS AND REMEDIES		75
SECTION 6.1.	Events of Default	75
SECTION 6.2.	Acceleration	76
SECTION 6.3.	Trustee May Enforce Claims Without Possession of Notes.	77
SECTION 6.4.	Waiver of Past Defaults	78
SECTION 6.5.	Control by Majority	78
SECTION 6.6.	Limitation on Suits	78
SECTION 6.7.	Rights of Holders of Notes to Receive Payment	78
SECTION 6.8.	Collection Suit by Trustee	79
SECTION 6.9.	Trustee May File Proofs of Claim	79
SECTION 6.10.	Priorities	80
SECTION 6.11.	Restoration of Rights and Remedies	80
SECTION 6.12.	Rights and Remedies Cumulative	80
SECTION 6.13.	Delay or Omission Not Waiver	80

ARTICLE VII TRUSTEE		81
SECTION 7.1.	Duties of Trustee	81
SECTION 7.2.	Rights of Trustee	82
SECTION 7.3.	Individual Rights of the Trustee	83
SECTION 7.4.	Trustee’s Disclaimer	83
SECTION 7.5.	Notice of Defaults	84
SECTION 7.6.	Compensation and Indemnity	84
SECTION 7.7.	Replacement of Trustee	85
SECTION 7.8.	Successor Trustee by Merger, Etc.	86
SECTION 7.9.	Eligibility; Disqualification	86

ARTICLE VIII DEFEASANCE; DISCHARGE OF THIS INDENTURE		86
SECTION 8.1.	Option to Effect Legal Defeasance or Covenant Defeasance	86
SECTION 8.2.	Legal Defeasance	86
SECTION 8.3.	Covenant Defeasance	86
SECTION 8.4.	Conditions to Legal or Covenant Defeasance	87


SECTION 8.5.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	88
SECTION 8.6.	Repayment to Issuer	89
SECTION 8.7.	Reinstatement	89
SECTION 8.8.	Discharge	89

ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER		90
SECTION 9.1.	Without Consent of Holders of the Notes	90
SECTION 9.2.	With Consent of Holders of Notes	92
SECTION 9.3.	Revocation and Effect of Consents	93
SECTION 9.4.	Notation on or Exchange of Notes	93
SECTION 9.5.	Trustee to Sign Amendments, Etc.	93

ARTICLE X SUBSIDIARY GUARANTEES		93
SECTION 10.1.	Subsidiary Guarantees	93
SECTION 10.2.	Execution and Delivery of Guarantee	95
SECTION 10.3.	Severability	95
SECTION 10.4.	Limitation of Subsidiary Guarantors’ Liability	95
SECTION 10.5.	Release.	96
SECTION 10.6.	Benefits Acknowledged	96

ARTICLE XI MISCELLANEOUS		97
SECTION 11.1.	Notices	97
SECTION 11.2.	Certificate and Opinion as to Conditions Precedent	99
SECTION 11.3.	Statements Required in Certificate or Opinion	99
SECTION 11.4.	Rules by Trustee and Agents	99
SECTION 11.5.	No Personal Liability of Directors, Officers, Employees and Stockholders	99
SECTION 11.6.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	99
SECTION 11.7.	No Adverse Interpretation of Other Agreements	100
SECTION 11.8.	Successors	100
SECTION 11.9.	Severability	100
SECTION 11.10.	Execution in Counterparts	100
SECTION 11.11.	Table of Contents, Headings, Etc.	101
SECTION 11.12.	Acts of Holders	101
SECTION 11.13.	Force Majeure	103
SECTION 11.14.	Legal Holidays	103
SECTION 11.15.	No Qualification Under the Trust Indenture Act.	103
SECTION 11.16.	USA PATRIOT Act	104


Exhibit A		Form of Note

Exhibit B		Form of Supplemental Indenture to be Delivered by Subsequent Subsidiary Guarantors

Exhibit C		Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S

Exhibit D		Form of Certificate to be Delivered in Connection with Transfers to IAIs


Term		Defined in Section
“acceleration declaration”		6.2
“Act”		11.12(a)
“Authentication Order”		2.2
“balance sheet date”		1.1
“Cash Charges”		1.1
“Change of Control Offer”		4.14(a)
“Change of Control Payment”		4.14(a)
“Change of Control Payment Date”		4.14(b)
“Covenant Defeasance”		8.3
“Deposit Trustee”		8.5
“EDGAR”		4.3(a)
“Event of Default”		6.1
“Excess Proceeds”		4.10(c)
“Expiration Date”		11.12(j)
“H.15”		1.1
“Increased Amount”		4.12(c)
“Institutional Accredited Investor Note”		2.1(b)
“Issuer”		Preamble
“LCT Election”		1.4
“LCT Test Date”		1.4
“Legal Defeasance”		8.2
“Note Amount”		4.10(c)(1)
“Offered Price”		4.10(c)
“Par Call Date”		3.7(a)
“Pari Passu Debt Amount”		4.10(c)(2)
“Pari Passu Offer”		4.10(c)(2)
“Permitted Debt”		4.9(b)
“primary obligor”		1.1
“QIBs”		2.1(b)(i)
“Registrar”		2.3


Term		Defined in Section
“Regulation S”		2.1(b)(ii)
“Remaining Life”		1.1
“Resale Restriction Termination Date”		2.15(a)
“Restricted Payment”		4.7(a)
“Restricted Period”		2.15(b)
“Rule 144A”		2.1(b)(i)
“secured balance sheet date”		1.1
“Signature Law”		11.10
“Successor Company”		5.1(a)(1)
“Successor Subsidiary Guarantor”		5.1(b)(1)(A)
“Termination Date”		4.18(a)
“trigger period”		1.1


NEWELL BRANDS INC.

By:	/s/ Robert Westreich
	Name:	Robert Westreich
	Title:	Senior Vice President, Treasurer and Chief Tax Officer

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee

By:	/s/ Felicia H. Powell
	Name:	Felicia H. Powell
	Title:	Vice President


Your Signature:
		(Sign exactly as your name appears on the face of this Note)


(1)	☐	to the Issuer or any of its subsidiaries; or

(2)	☐	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or

(3)	☐	transferred pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or

(4)	☐	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act, in compliance with Rule 904 thereunder; or

(5)	☐	transferred to an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears as Exhibit D of the Indenture); or



(6)	☐	transferred pursuant to another available exemption from the registration requirements under the Securities Act.


Signature Guarantee:
		(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)


NEWELL BRANDS INC.,
as Issuer

By:
		Name:
		Title:

[EXISTING GUARANTORS]

By:
		Name:
		Title:

[NEW GUARANTOR],
as a Guarantor

By:
		Name:
		Title:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By:
		Name:
		Title:


Very truly yours,


[Name of Transferor]

By:
		Authorized Signature