NEWELL BRANDS INC. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01. Entry into a Material Agreement. On August 19, 2026, Newell Brands Inc. (the “Company”) issued $600,000,000 of aggregate principal amount of 6.250% senior notes due 2031 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Company intends to use the net proceeds from the sale of the Notes 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. On August 18, 2026, the Company issued a supplemental notice to holders of the 2027 Notes announcing a redemption price for such 2027 Notes equal to 101.530%, or $1,015.30 per $1,000 aggregate principal amount of the 2027 Notes plus the accrued and unpaid interest to, but not including, the redemption date of August 20, 2026. 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. The Notes were issued pursuant to an Indenture, dated as of August 19, 2026, between the Company and U.S. Bank Trust Company, National Association (the “Indenture”). The Indenture provides, among other things, that the Notes are the senior unsecured obligations of the Company and include covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, consummate certain asset sales, make certain loans and investments, consolidate, merge, or sell all or substantially all of the Company and its subsidiaries assets, enter into certain transactions with affiliates and pay distributions on, or redeem or repurchase the Company’s capital stock, subject in each case to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings. If a specified event deemed to be a change of control of the Company and a ratings downgrade occur, the Company will be required to offer to repurchase all outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued a