SEC Form 8-K filed by Newell Brands Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2025 (May 8, 2025)

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

5 Concourse Parkway NE, 8th Floor
Atlanta, GA 30328

(Address of principal executive offices including zip code)

(770) 418-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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):

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).

Emerging growth company ☐

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. ☐

On May 8, 2025, Newell Brands Inc. (the “Company”) announced that it launched and priced a private offering of $1.25 billion aggregate principal amount of 8.50% senior unsecured notes due 2028 (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 May 22, 2025, 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 this Offering, along with cash on hand, to redeem in full its outstanding 4.20% senior notes due 2026 (the “2026 Notes”) and pay related fees and expenses in connection with this Offering and the redemption. The redemption will be conditioned on the consummation of the Offering or an alternative debt financing in an aggregate principal amount of at least $1.25 billion 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 2026 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 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.

(d) Exhibits

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.