NWL 10-K Annual Report Dec. 31, 2023 | Alphaminr

NWL 10-K Fiscal year ended Dec. 31, 2023

NEWELL BRANDS INC.
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TABLE OF CONTENTS
Part IItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 7, Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosures Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 3 Articles Of Incorporation and By-lawsItem 4 Instruments Defining The Rights Of Security Holders, Including IndenturesItem 10 Material ContractsItem 21 Subsidiaries Of The RegistrantItem 23 Consent Of Experts and CounselItem 31 Rule 13a-14(a)/15d-14(a) CertificationsItem 32 Section 1350 CertificationsItem 97 Policy Relating To Recovery Of Erroneously Awarded CompensationItem 101 Interactive Data FileItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of Newell Brands Inc. as of April 15, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated April 15, 2016, File No. 001-09608). 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Newell Brands Inc., as amended as of May 7, 2019 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated May 10, 2019, File No. 001-09608). 3.3 By-Laws of Newell Brands Inc., as amended effective as of May 15, 2023 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated May 19, 2023, File No. 001-09608). 4.1 Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 4.2 Indenture, dated as of June 14, 2012, between Newell Rubbermaid Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated June 11, 2012, File No. 001-09608). 4.3 Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated November 14, 2014, File No. 001.09608). 4.4 Specimen Stock Certificate for Newell Brands Inc. (incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, File No. 001-09608). 4.5 Form of 4.000% Note due 2024 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K dated November 14, 2014, File No. 001-09608). 4.6 Form of 3.900% Note due 2025 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K dated October 14, 2015, File No. 001-09608). 4.7 Form of 4.200% note due 2026 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K dated March 18, 2016, File No. 001-09608). 4.8 Form of 5.375% note due 2036 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K dated March 18, 2016, File No. 001-09608). 4.9 Form of 5.500% note due 2046 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Companys Current Report on Form 8-K dated March 18, 2016, File No. 001-09608). 4.10 Form of 4.875% Note due 2025 issued pursuant to the Indenture, dated as of November 19, 2014, between Newell Rubbermaid Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 26, 2020, File No. 001-09608). 4.11 Form of 6.375% note due 2027 issued pursuant to the Indenture, dated as of November 19, 2014, between the Company and U.S. Bank Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated September 14, 2022, File No. 001-09608). 4.12 Form of 6.625% note due 2029 issued pursuant to the Indenture, dated as of November 19, 2022, between the Company and U.S. Bank Trust Company, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K dated September 14, 2022, File No. 001-09608). 10.1* 2021 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 17, 2021, File No. 001-09608). 10.2* Amended and Restated Newell Brands Inc. Management Bonus Plan, effective January 1, 2021, (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated February 17, 2021, File No. 001-09608). 10.3* 2022 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 11, 2022, File No. 001-09608). 10.4* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.5* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Vice President Level and above) (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.6* Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Director Level) (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.7* Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No. 001-09608). 10.8* Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (incorporated by reference to Exhibit 10.8 to The Companys Quarterly Report on Form 10-Q for the quarterly report period ended March 31, 2022, File No. 001-09608). 10.10* 2022 Restricted Stock Unit Award Agreement under the Newell Brands Inc., 2022 Incentive Plan (incorporated by reference to 10.1 of the Companys Current Report on Form 8-K dated May 6, 2022, File No. 001-09608). 10.11* 2022 Non-Qualified Stock Option Agreement under the Newell Brands Inc., 2022 Incentive Plan (incorporated by reference to 10.2 of the Companys Current Report on Form 8-K dated May 6, 2022, File No. 001-09609). 10.12* Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, as amended and restated August 5, 2013 (Incorporated by reference to Exhibit 10.5 of the Companys Quarterly Report Form 10-Q for the quarter period ended June 30, 2013). 10.13* First Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, as amended, dated August 9, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated August 9, 2017, File No. 001-09608). 10.14* Second Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, as amended, dated November 8, 2017 (incorporated by reference to Exhibit 10.4 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.15* Third Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, as amended, dated December 19, 2018 (incorporated by reference to Exhibit 10.3 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.16* Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.17* Fifth Amendment to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, effective August 10, 2022 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, File No. 001-09608). 10.18* Newell Rubbermaid Deferred Compensation Plans Trust Agreement, effective as of June 1, 2013 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No. 001-09608). 10.19* Newell Rubbermaid Inc. Supplemental Executive Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.7 to the Companys Report on Form 10-K for the year ended December 31, 2007, File No. 001-09608). 10.20* First Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan, dated August 5, 2013 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No. 001-09608). 10.21* Amendment to the Newell Rubbermaid Supplemental Executive Retirement Plan, dated October 30, 2018 (incorporated by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, File No. 001-09608). 10.22* Amendment to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.11 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.23* Newell Brands Employee Savings Plan, as amended and restated, effective January 1, 2018, as entered into on December 20, 2018 (incorporated by reference to Exhibit 10.17 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.24* Amendment No. 1 to the Newell Brands Employee Savings Plan, effective January 1, 2019, (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 10-Q for the quarterly period ended June 30, 2020, File No. 001-09608). 10.25* Amendment No. 2, dated December 30, 2021, to the Newell Brands Employee Savings Plan (as amended and restated effective January 1, 2018, and amended by the First Amendment effective January 1, 2019) (incorporated by reference to Exhibit 10.9 of the Companys Quarterly Report Form 10-Q for the quarterly period ended March 31, 2022, File No. 001-09608). 10.26* Amendment No. 3, dated June 7, 2022, to the Newell Brands Employee Savings Plan, (effective January 1, 2018, and most recently amended by the Second Amendment effective January 1, 2022) (incorporated by reference to Exhibit 10.4 of the Companys Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022, File No. 001-09608). 10.27* Amendment No. 4, dated December 27, 2022, to the Newell Brands Employee Savings Plan, effective January 1, 2018, and most recently amended by the Third Amendment effective March 1, 2022 (incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K for the year ended December 31, 2022, File No. 001-09608). 10.28* Newell Brands Supplemental Employee Savings Plan, dated January 1, 2018 (incorporated by reference to Exhibit 10.7 to the Companys Report on Form 10-K for the year ended December 31, 2017, File No. 001-09608). 10.29* Amendment to the Newell Brands Supplemental Employee Savings Plan, effective January 1, 2018 (incorporated by reference to Exhibit 10.12 to the Companys Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.30* Amendment No. 2, dated June 7, 2022, to the Newell Brands Supplemental Employee Savings Plan, (effective January 1, 2018, and amended by the First Amendment effective January 1, 2020) (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report Form 10-Q for the quarterly period ended June 30, 2022, File No. 001-09608). 10.32* First Amendment to the Newell Rubbermaid Inc. 2013 Incentive Plan, dated as of February 14, 2018 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, File No. 001-09608). 10.33* Second Amendment to the Newell Rubbermaid Inc. 2013 Incentive Plan, effective as of July 26, 2019. (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, File No. 001-09608). 10.34* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to Employees (Management Committee) (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.35* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.36* Form of 2020 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc. 2013 Incentive Plan, as amended, for Awards to the Chief Financial Officer (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, File No. 001-09608). 10.37* Newell Brands Inc. 2023 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated February 10, 2023, File No. 001-09608). 10.38* Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan for Executives (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No. 001-09608). 10.39* Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan for the Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No. 001-09608). 10.40* Form of 2023 Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan for the President (incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No. 001-09608). 10.41* Form of Non-Qualified Stock Option Agreement under the Newell Brands Inc. 2022 Incentive Plan for the Chief Financial Officer (incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, File No. 001-09608). 10.42* Form of Employment Security Agreement between the Company and Bradford R. Turner and Christopher H. Peterson, respectively (incorporated by reference to Exhibit 10.39 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014, File No. 001-09608). 10.43* Form of Waiver and Termination Agreement between Newell Brands Inc. and Executives (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, File No. 001-09608). 10.44* Compensation Arrangement with Christopher H. Peterson, dated November 21, 2018 (incorporated by reference to Exhibit 10.61 to the Companys Annual Report on Form 10-K for the year ended December 31, 2018, File No. 001-09608). 10.45* Interim CEO Offer Letter dated June 25, 2019, between Christopher H. Peterson and the Company (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8 K dated June 25, 2019, File No. 001-09608). 10.46* Amendment to 2019 Offer Letter of Christopher H. Peterson, dated December 28, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated December 30, 2020, File No. 001-09608). 10.47* Letter Agreement, dated February 9, 2022, between the Company and Christopher H. Peterson regarding Participation in the Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 11, 2022, File No. -001-09608.). 10.48* CEO Offer Letter, dated February 9, 2023, between Newell Brands Inc. and Christopher H. Peterson (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated March 15, 2023, File No. 001-09608). 10.49* CEO Offer Letter dated July 29, 2019, between Ravichandra K. Saligram and the Company, (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8 K dated July 30, 2019, File No. 001-09608). 10.50* Retirement Agreement, dated February 8, 2023, between Ravichandra K. Saligram and the Company (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated February 10, 2023, File No. 001-09608). 10.51* CEO Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated July 30, 2019, File No. 001-09608). 10.52* Newell Brands Executive Severance Plan effective July 26, 2019 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated July 30, 2019, File No. 001-09608). 10.53* Amendment to the Newell Brands Inc. Executive Severance Plan dated February 8, 2023 (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K dated February 10, 2023, File No. 001-09608). 10.54* Newell Brands Inc. 2023 Special Incentive Program Terms and Conditions effective May 16, 2023 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 19, 2023, File No. 001-09608). 10.55* Form of 2023 Newell Brands Special Incentive Program RSU Award for President and CEO under the Newell Brands Inc. 2022 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on form 10-Q for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No. 001-09608). 10.56* Form of 2023 Newell Brands Special Incentive Program RSU Award for CFO under the Newell Brands Inc. 2022 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on form 10-Q for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No. 001-09608). 10.57* Form of 2023 Newell Brands Special Incentive Program RSU Award for Executives under the Newell Brands Inc., 2022 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No. 001-09608). 10.58* Form of 2023 Non-Employee Director Stock Option Agreement under the Newell Brands Inc. 2022 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No. 001-09608). 10.59* Form of 2023 Non-Employee Director Restricted Stock Unit Award Agreement under the Newell Brands Inc. 2022 Incentive Plan (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No. 001-09608). 10.60 Amendment No. 1, dated March 27, 2023, to the Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, the Guarantors from time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 31, 2023, File No. 001-09608). 10.61 Amendment No. 2, dated February 7, 2024, to the Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, the Guarantors from time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 9, 2024, File No. 001-09608). 10.62 Third Amended and Restated Credit Agreement, dated as of August 31, 2022, among Newell Brands Inc., the Subsidiary Borrowers party thereto, the Guarantors from time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated September 6, 2022, File No. 001-09608). 10.63* Newell Brands Inc. Employment Security Agreements and Executive Severance Plan Trust Agreement, Effective as of December 1, 2023. 10.64 Receivables Sale Agreement, dated as of October 2, 2023, among the Originators and Jarden Receivables, LLC, (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 5, 2023, File No. 001-09608). 10.65 Receivables Purchase Agreement, dated as of October 2, 2023, among Jarden Receivables, LLC, Royal Bank of Canada and Newell Brands Inc., (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated October 5, 2023, File No. 001-09608). 21.1 Subsidiaries of the Registrant. 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Rule 12a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Newell Brands Inc., Executive Compensation Recruitment Policy (Effective November 7, 2023).