NWL 8-K
Newell Brands Inc. (NWL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On August 5, 2026, Newell Brands Inc. (the “Company”) announced that it launched and priced a private offering of $600 million aggregate principal amount of 6.250% senior unsecured notes due 2031 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes (the “Offering”) is expected to close on August 19, 2026, subject to customary closing conditions. Copies of the press releases announcing the offering and pricing of the Notes are attached hereto as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company intends to use the net proceeds from the sale of the Notes in the Offering to redeem in full its outstanding 6.375% senior notes due 2027 (the “2027 Notes”), pay related fees and expenses in connection with the Offering and the redemption, and repay a portion of the amount outstanding under its five-year asset-based revolving credit facility, dated as of July 30, 2026. The redemption is conditioned on the consummation of the Offering or an alternative debt financing in an aggregate principal amount of at least $500 million on terms and conditions acceptable to the Company in its sole and absolute discretion. Neither this Current Report on Form 8-K nor anything contained herein shall constitute a notice of redemption or an offer to redeem or purchase any of the outstanding 2027 Notes.
This Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The offer and sale of the Notes will not be and have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable securities laws of any state or other jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated August 5, 2026 announcing the offering of the Notes | |
| 99.2 | Press Release dated August 5, 2026 announcing the upsizing and pricing of the Notes | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and embedded within the document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWELL BRANDS INC. | ||||||
| Dated: August 5, 2026 | By: | /s/ Bradford R. Turner | ||||
| Bradford R. Turner | ||||||
| Chief Legal and Administrative Officer and Corporate Secretary | ||||||
Exhibit 99.1
Newell Brands Announces Offering of $500 Million of Senior Notes
August 5, 2026
ATLANTA—(BUSINESS WIRE)—August 5, 2026—Newell Brands (NASDAQ: NWL) today announced that it is planning to offer $500 million aggregate principal amount of senior unsecured notes due 2031 (the “Notes”) in a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Offering is subject to market and other conditions and there is no assurance that the Offering will be completed or, if completed, the terms on which it will be completed.
Newell Brands intends to use the net proceeds from the sale of the Notes in the Offering, along with cash on hand, to redeem in full its outstanding 6.375% senior notes due 2027 (the “2027 Notes”) and pay related fees and expenses in connection with the Offering and the redemption. Neither this press release nor anything contained herein shall constitute a notice of redemption or an offer to redeem or purchase any of the outstanding 2027 Notes.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
About Newell Brands
Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments.
Forward-Looking Statements
Some of the statements in this press release, particularly those relating to the terms and timing of the Offering and the use of proceeds therefrom are forward-looking statements within the meaning of the Federal securities laws. Actual results could differ materially from expectations expressed or implied in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations include volatility and market conditions in the debt capital markets, our ability to complete the Offering and concurrent redemption on acceptable terms or at all and the risks and uncertainties described in the company’s filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260804830191/en/
Investors:
Joanne Freiberger
SVP, Investor Relations & Chief Communications Officer
+1 (727) 947-0891
Media:
Danielle Clark
Director, External Communications
+1 (404) 783-0419
Source: Newell Brands
Exhibit 99.2
Newell Brands Announces Pricing of $600 Million 6.250% Senior Notes due 2031
August 5, 2026
ATLANTA—(BUSINESS WIRE)—August 5, 2026— Newell Brands (NASDAQ: NWL) today announced the upsizing and pricing of $600 million aggregate principal amount of 6.250% senior unsecured notes due 2031 (the “Notes”) in an offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes is expected to close on August 19, 2026, subject to customary closing conditions.
Newell Brands intends to use the net proceeds from the sale of the Notes in the Offering to redeem in full its outstanding 6.375% senior notes due 2027 (the “2027 Notes”), pay related fees and expenses in connection with the Offering and the redemption, and repay a portion of the amount outstanding under its five-year asset-based revolving credit facility, dated as of July 30, 2026. Neither this press release nor anything contained herein shall constitute a notice of redemption or an offer to redeem or purchase any of the outstanding 2027 Notes.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
About Newell Brands
Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments.
Forward-Looking Statements
Some of the statements in this press release, particularly those relating to the timing of the Offering and the use of proceeds therefrom are forward-looking statements within the meaning of the Federal securities laws. Actual results could differ materially from expectations expressed or implied in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations include volatility and market conditions in the debt capital markets, our ability to complete the Offering and contemplated redemption and the risks and uncertainties described in the company’s filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260805420852/en/
Investors:
Joanne Freiberger
SVP, Investor Relations & Chief Communications Officer
+1 (727) 947-0891
Media:
Danielle Clark
Director, External Communications
+1 (404) 783-0419
Source: Newell Brands