SEC Form DEF 14A filed by Newell Brands Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 7, 2026

To the Stockholders of Newell Brands Inc.:

You are cordially invited to attend the annual meeting of stockholders of Newell Brands Inc. (the “Company”) to be held in an in-person meeting format at 9:00 a.m., Eastern Time, on May 7, 2026 (the “Annual Meeting”) at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, Georgia 30328.

At the Annual Meeting, you will be asked to:

Only stockholders of record at the close of business on March 12, 2026 may vote at the Annual Meeting or any adjournment or postponement thereof.

Whether or not you plan to attend the Annual Meeting, please act promptly to vote your shares with respect to the proposals described above. You may vote your shares by marking, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the Internet.

We appreciate your continued confidence in our Company and look forward to having you join us at 9:00 a.m., Eastern Time, on May 7, 2026.

March 26, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 7, 2026.

The Company’s Proxy Statement and 2025 Annual Report to Stockholders are available
at WWW.PROXYVOTE.COM

Table of Contents

NEWELL BRANDS INC.

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

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2026

You are receiving this Proxy Statement (the “Proxy Statement”) and proxy card in connection with the 2026 annual meeting of stockholders (the “Annual Meeting”) of Newell Brands Inc. (“Newell” or the “Company”) to be held in an in-person meeting format, at 9:00 a.m., Eastern Time, on May 7, 2026 at The Westin Atlanta Perimeter North, 7 Concourse Parkway, NE, Atlanta, Georgia 30328.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed to stockholders on or about March 26, 2026. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company may furnish proxy materials by providing Internet access to those documents, instead of mailing a printed copy of the Company’s proxy materials to each stockholder of record. The Notice contains instructions on how to access our proxy materials and vote online, or alternatively, request a paper copy of the proxy materials and a proxy card.

QUESTIONS AND ANSWERS ABOUT

VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

What matters will be presented at the Annual Meeting?

The following proposals will be voted on by stockholders at the Annual Meeting:

Who is entitled to vote at the Annual Meeting?

Record holders of the Company’s common stock at the close of business on March 12, 2026 are entitled to notice of, and to vote at, the Annual Meeting. On the record date, approximately 424,927,772 shares of common stock were issued and eligible to vote. A list of stockholders entitled to vote at the Annual Meeting will be available during our regular business hours at Newell Brands Inc., 5 Concourse Parkway, NE, 8th Floor, Atlanta,

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Georgia 30328 for the ten days prior to the Annual Meeting and will also be available at the Annual Meeting.

What constitutes a quorum for the Annual Meeting?

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of the outstanding shares of common stock of the Company, present in person or by proxy, will constitute a quorum.

Who will count the votes?

Representatives from Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes and act as an independent inspector of election for the Annual Meeting.

As the independent inspector of election, Broadridge will determine whether a quorum is present at the Annual Meeting. Broadridge will treat instructions to withhold authority, abstentions and broker non-votes as present for purposes of determining the presence of a quorum. In the event that a quorum is not present at the Annual Meeting, the Company expects that the Annual Meeting will be adjourned to solicit additional proxies.

How are votes counted?

You are entitled to one vote for each share you own on the record date on the election of directors and each proposal to be considered at the Annual Meeting. If your common stock is held in “street name” (i.e., in the name of a bank, broker or other record holder), you will need to instruct your broker or bank regarding how to vote your common stock. Pursuant to the Nasdaq Stock Market LLC (“Nasdaq”) rules, your broker or bank does not have discretion to vote your common stock without your instructions for any of the proposals other than the approval of Proposal 2 (relating to the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026).

If you do not provide your broker or bank with voting instructions, your shares of common stock will not be considered entitled to vote at the Annual Meeting on Proposal 1 (relating to the election of directors), Proposal 3 (relating to the approval of Say on Pay), or Proposal 4 (relating to the approval of the 2026 Incentive Plan) (this is also known as “broker non-votes”), and the broker non-votes will have no effect on these proposals. If you do not provide your broker or bank with voting instructions, they may choose how to vote your shares on Proposal 2 (relating to the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026).

How many votes are required to elect a director or approve a proposal?

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How do I vote my shares?

You may attend the Annual Meeting and vote your shares at that time. You also may choose to submit your proxies by any of the following methods:

If you are a stockholder whose shares are held in “street name,” you must either direct the record holder of your shares how to vote your shares or obtain a proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

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This Proxy Statement is also being used to solicit voting instructions for the shares of the Company’s common stock held by the trustee of the Newell Brands Employee Savings Plan for the benefit of plan participants. Participants in this plan have the right to direct the trustee regarding how to vote the shares of Company stock credited to their accounts. Unless otherwise required by law, the shares credited to each participant’s account will be voted as directed. Participants in this plan may direct the trustee by telephone, through the Internet or by requesting, completing and returning a voting card. If valid instructions are not received from a Newell Brands Employee Savings Plan participant by 11:59 p.m., Eastern Time, on May 4, 2026, a participant’s shares will be voted proportionately by the trustee in the same manner in which the trustee votes all shares for which it has received valid instructions.

How may I revoke or change my vote?

You may revoke your proxy at any time before it is voted at the Annual Meeting by any of the following methods:

Newell Brands Inc.

5 Concourse Parkway, NE

8th Floor

Atlanta, Georgia 30328

Attention: Corporate Secretary

If you require assistance in changing or revoking your proxy, please contact the Company’s proxy solicitor:

Sodali & Co

333 Ludlow Street

5th Floor, South Tower

Stamford, Connecticut 06902

Phone Number: 1-800-662-5200

Email: [email protected]

Who will pay the costs of solicitation of proxies?

The Company will pay the costs of soliciting proxies.

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Who is the Company’s proxy solicitor?

The Company has retained Sodali & Co to aid in the solicitation of proxies and to verify certain records related to the solicitation.

The Company will pay Sodali & Co a fee of approximately $13,200 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses.

In addition to solicitation by mail, directors, officers and employees of the Company, at no additional compensation, may solicit proxies from stockholders by telephone, facsimile, Internet or in person. Upon request, the Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending the proxy materials to beneficial owners.

How will my shares be voted?

If you vote by mail, through the Internet, by telephone or in person, your shares of common stock will be voted as you direct.

If you sign and return your proxy card, but do not specify how your shares of common stock are to be voted, your shares of common stock will be voted as recommended by the Board.

We recommend that you vote on your proxy card as follows:

How do I submit a stockholder proposal for the 2027 annual meeting?

Any stockholder who intends to present a proposal for inclusion in next year’s proxy statement and form of proxy pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit the proposal, in writing, so that the

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Corporate Secretary receives it at our principal executive offices by the close of business on November 26, 2026. Such proposals also must comply with Rule 14a-8 under the Exchange Act and any other applicable SEC guidance relating to stockholder proposals.

Any stockholder who wishes to present a proposal directly at the 2027 annual meeting without including such proposal in the Company’s proxy statement must notify the Company of such proposal, in writing, no later than February 6, 2027, which is the date that is 90 days prior to the one-year anniversary date of the Annual Meeting. The stockholder must also comply with the requirements of Section 2.12 of the Company’s By-Laws with respect to stockholder proposals. If a stockholder does not satisfy the applicable requirements of Rule 14a-4 of the Exchange Act, the individuals named as proxies will be allowed to use their discretionary voting authority to vote on any such stockholder proposal as they determine appropriate if and when the matter is raised at the meeting.

How do I nominate a candidate for election as a director at the 2027 annual meeting?

Any stockholder wishing to nominate a candidate for election as a director at next year’s annual meeting must notify the Company in writing no later than February 6, 2027, which date is 90 days prior to the one-year anniversary date of the Annual Meeting. Such notice must include appropriate biographical information and otherwise comply with the requirements of the Company’s Restated Certificate of Incorporation and By-Laws relating to stockholder nominations of directors. In addition, our By-Laws allow qualifying stockholders to include their director nominees in the Company’s proxy materials by giving notice in writing no earlier than January 7, 2027 and no later than February 6, 2027. Such notice of a proxy access nomination must set forth certain information specified in the Company’s proxy access By-Law about each stockholder submitting a nomination and each person being nominated as a candidate for election as a director.

In addition to satisfying the requirements under our By-Laws, a nominating stockholder must comply with the SEC’s universal proxy rules. The stockholder’s notice must set forth the information required by Rule 14a-19 under the Exchange Act and comply with the deadlines in the preceding paragraph.

However, if the date of 2026 annual meeting is changed by more than 30 calendar days from May 7, 2027 (the one-year anniversary date of the Annual Meeting), then the stockholder must provide notice by the later of 60 days prior to the date of the 2027 annual meeting and the 10th calendar day following the date on which public announcement of the date of the 2027 annual meeting is first made.

How do I provide a notice of my intention to present proposals and director nominations at the 2027 annual meeting?

Notices of intention to present proposals and director nominations at the 2027 annual meeting or requests in connection therewith, including requests for copies of the relevant provisions of the Company’s Restated Certificate of Incorporation or By-Laws relating to proposals and director nominations, should be mailed and addressed to Newell Brands Inc., 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328, Attention: Corporate Secretary.

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How can I obtain a copy of the Company’s 2025 annual report on Form 10-K?

A copy of the Company’s 2025 annual report on Form 10-K (including the financial statements and financial statement schedules) (the “Annual Report on Form 10-K”), as filed with the SEC, may be obtained without charge upon written request to the office of the Corporate Secretary of the Company at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328. A copy of the Company’s Annual Report on Form 10-K and other periodic filings also may be obtained under the “SEC Filings” link under the “Investors” tab on the Company’s website at www.newellbrands.com and from the SEC’s EDGAR database at www.sec.gov. The information contained on, or accessible from, the Company’s website is not incorporated by reference into this Proxy Statement or any other report or document the Company files with or furnishes to the SEC, and references to the Company’s website are intended to be inactive textual references only.

What is householding?

As permitted by the Exchange Act, only one copy of the Notice, proxy materials and 2025 Annual Report is being delivered to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies of the Notice, proxy materials or 2025 Annual Report. This is known as “householding.”

The Company will promptly deliver, upon oral or written request, a separate copy of the Notice, proxy materials or 2025 Annual Report to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Newell Brands Inc., 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328, Attention: Corporate Secretary. Stockholders of record residing at the same address and currently receiving multiple copies of the Notice, proxy materials or 2025 Annual Report may contact our transfer agent, Computershare Investor Services, to request that only a single copy of the Notice or proxy materials be mailed in the future.

Contact Computershare Investor Services by phone at (877) 233-3006 or (312) 360-5217 or by mail at P.O. Box 43006, Providence, Rhode Island 02940-3006. Stockholders may also contact their bank, broker or other nominee to make a similar request.

Could other business be conducted at the Annual Meeting?

The Board does not know of any business to be brought before the Annual Meeting other than the matters described in the Notice herein. However, if any other matters properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting, the individuals named as proxies will be allowed to use their discretionary voting authority to vote on any such stockholder proposal as they determine appropriate if and when the matter is raised at the Annual Meeting.

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PROXY STATEMENT SUMMARY

We are providing this Proxy Statement to you in connection with the solicitation of proxies by the Board of Newell Brands Inc. for the Annual Meeting and any adjournment or postponement of the Annual Meeting. Below are highlights of certain information in this Proxy Statement. As it is only a summary, please review the full Proxy Statement and 2025 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 26, 2026.

2026 ANNUAL MEETING OF STOCKHOLDERS

AGENDA ITEMS

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CORPORATE GOVERNANCE HIGHLIGHTS

2025 BOARD COMPOSITION SNAPSHOT

The Board seeks to identify as candidates for director persons from various backgrounds and with a variety of life experiences, a reputation for integrity and good business judgment and experience in highly responsible positions in professions or industries relevant to the conduct of the Company’s business. The graphic shown below provides a snapshot of the nine current directors’ skills as of the date of this Proxy Statement. For more information, please see “Information Regarding Board of Directors and Committees and Corporate Governance—Board Skills and Attributes.”

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Board Skills Snapshot

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COMPENSATION HIGHLIGHTS

For additional information, please see the caption “Executive Compensation—Compensation Discussion and Analysis” on page 31.

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PROPOSAL 1 - ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The Board has selected the following eight nominees for election to the Board. Each of the nominees was elected by the stockholders at the 2025 Annual Meeting. The nominees will hold office from their election until the next annual meeting of stockholders, or until their successors are elected and qualified.

Judith A. Sprieser will not stand for re-election, as she has informed the Company of her preference to retire from Board service at the end of her current term, which will result in the number of directors serving on the Board being reduced to eight as of the Annual Meeting. The Board wishes to thank Ms. Sprieser for her distinguished service to the Company.

Proxies will be voted, unless otherwise indicated, FOR the election of all of the eight nominees. Each of the nominees has consented to being named as a nominee in the Company’s proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. The Company has no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors, or proxies may be voted for another person nominated as a substitute by the Board.

The Board unanimously recommends a vote “FOR” the election of each of the following eight director nominees.

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INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES

AND CORPORATE GOVERNANCE

The primary responsibility of the Board is to oversee the affairs of the Company for the benefit of the Company’s stockholders. To assist it in fulfilling its duties, the Board has delegated certain authority to the Audit Committee, the Compensation and Human Capital Committee and the Nominating/Governance Committee. The duties and responsibilities of these standing committees are described below under “—Committees.”

The Board has adopted the Newell Brands Inc. Corporate Governance Guidelines. The purpose of these guidelines is to ensure that the Company’s corporate governance practices enhance the Board’s ability to discharge its duties on behalf of the Company’s stockholders. The Corporate Governance Guidelines are available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the Corporate Secretary at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328.

Corporate Governance Highlights

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THE COMPANY HAS AN INDEPENDENT NON-EXECUTIVE CHAIRPERSON OF THE BOARD

The positions of Chairperson of the Board and CEO are usually held by different persons. The Board believes that this separation has served the Company well for many years. However, the Board may choose to change this if it determines it would be best for the Company under the then-existing circumstances.

Should the Chairperson of the Board position be held by the CEO, the Board will appoint a lead independent director. The Board believes that the current arrangement of separating the roles of Chairperson of the Board and CEO is in the best interest of the Company and its stockholders at this time because it provides the appropriate balance between strategy development and independent oversight of management. Since May 8, 2024, Ms. Ryan Berman has served as the independent non-executive Chairperson of the Board.

DIRECTOR INDEPENDENCE

Pursuant to the Company’s Corporate Governance Guidelines, the Board undertook its annual review of director independence in 2026. During this review, the Board considered whether or not each director and director nominee has any material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and has otherwise complied with the independence requirements under the applicable Nasdaq rules.

As a result of these reviews, the Board affirmatively determined that all of the Company’s current non-management directors are, and, during their service on the Board in 2025, were “independent” of the Company and its management within the meaning of the applicable Nasdaq rules and under the standards set forth in the Corporate Governance Guidelines. Mr. Peterson is not considered an independent director nominee because of his employment as President and CEO of the Company.

MEETINGS

The Company’s Board held seven meetings during 2025. All directors attended at least 75% of the Board meetings, including the 2025 annual meeting of stockholders, and meetings of Board committees on which they served. Under the Company’s Corporate Governance Guidelines, each director is expected to attend the Annual Meeting.

The Company’s non-management directors held four meetings during 2025 separately in executive session without any members of management present. The Company’s Corporate Governance Guidelines provide that the presiding director at each such session is the Chairperson of the Board or lead director, or in his or her absence, the person that the Chairperson of the Board or lead director so appoints. The Chairperson of the Board currently presides over executive sessions of the non-management directors.

COMMITTEES

The Board has a standing Audit Committee, Compensation and Human Capital Committee and Nominating/Governance Committee.

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Audit Committee. The Audit Committee met six times during 2025. The Board has affirmatively determined that each member of the Audit Committee is an “independent director” for purposes of the Audit Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

Audit Committee Members

The Audit Committee:

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Compensation and Human Capital Committee. The Compensation and Human Capital Committee met seven times during 2025. The Board has affirmatively determined that each member of the Compensation and Human Capital Committee is an “independent director” for purposes of the Compensation and Human Capital Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

Compensation and Human Capital Committee Members

The Compensation and Human Capital Committee is principally responsible for:

The Compensation and Human Capital Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation and Human Capital Committee. Additional information on the Compensation and Human Capital Committee’s processes and procedures for the selection of a compensation consultant and consideration and determination of executive and director compensation is addressed below under the caption “Executive Compensation—Compensation Discussion and Analysis.”

Nominating/Governance Committee. The Nominating/Governance Committee met four times during 2025. The Board has affirmatively determined that each member of the committee is an “independent director” for purposes of the Nominating/Governance Committee under the applicable SEC regulations, the applicable Nasdaq rules and the Company’s Corporate Governance Guidelines.

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Nominating/Governance Committee Members

The Nominating/Governance Committee is principally responsible for:

Each of the above referenced committees acts pursuant to a written charter that is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328.

BOARD AND MANAGEMENT ROLES IN RISK OVERSIGHT

Management is responsible for the day-to-day management of risk, while the Board, as a whole and through its committees, provides oversight of the Company’s risk management. The Board engages in risk oversight throughout the year as a matter of course in fulfilling its role overseeing management and business operations. In addition, each year, the full Board receives reports on the strategic plans and related risks facing the Company from senior management, including reports from the Company’s individual functions and businesses and their respective management teams. As detailed below, these risks include, but are not limited

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to, environmental, social and governance-related risks, financial risks, political and regulatory risks, legal risks, supply chain risks, competitive risks, privacy and information technology risks and other risks relevant to the Company and the way it conducts business.

The Board has delegated to its committees certain elements of its risk oversight function to better coordinate with management and serve the long-term interests of stockholders.

The Board believes the allocation of risk management responsibilities described above supplements the Board’s leadership structure by allocating risk areas to an appropriate committee for oversight, allows for an orderly escalation of issues as necessary, and helps the Board satisfy its risk oversight responsibilities.

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DIRECTOR NOMINATION PROCESS

The Nominating/Governance Committee is responsible for identifying and recommending to the Board candidates for directorships. The Nominating/Governance Committee considers candidates for Board membership who are recommended by members of the Nominating/Governance Committee, other Board members, members of management and individual stockholders. From time to time, the Nominating/Governance Committee has engaged the services of global executive search firms to assist the Nominating/Governance Committee and the Board in identifying and evaluating potential director candidates. Once the Nominating/Governance Committee has identified prospective nominees for director, the Board is responsible for selecting such candidates. The Board considers candidates for director who are free of conflicts of interest or relationships that may interfere with the performance of their duties.

As set forth in the Corporate Governance Guidelines, the Board seeks to identify as candidates for director individuals from various backgrounds and with a variety of life experiences, a reputation for integrity and good business judgment and experience in highly responsible positions in professions or industries relevant to the conduct of the Company’s business. In selecting director candidates, the Board takes into account the current composition of the Board and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors.

This year’s director nominees include many current or former CEOs or senior executives of large companies and feature several individuals with extensive international and consumer goods experience. The average Board tenure (as of the date of this Proxy Statement) of the eight directors seeking re-election is approximately 4.4 years.

The Board assesses the effectiveness of the director nomination process by conducting an annual review of its own performance, as discussed below, which evaluates, among other things, whether the Board and each of its committees are functioning effectively and in compliance with this policy. The Nominating/Governance Committee is responsible for organizing and overseeing the review process and for soliciting the input of all of the directors.

BOARD EVALUATIONS

In order to increase the effectiveness of the Board, the Nominating/Governance Committee supervises a review and evaluation of the performance of the Board of Directors, its committees and each individual director each year. The evaluation includes both an interview of each director and a questionnaire with a wide range of questions related to topics including oversight, strategy, governance, management capabilities, composition of the Board, responsibilities and resources. In late 2025 and early 2026, the Nominating/Governance Committee and Chairperson of the Board led a robust process, including the engagement of an independent third-party firm to conduct evaluations, interview each director, collect feedback, review it with the Board and facilitate follow ups. In addition, each of the Audit, Nominating/Governance and Compensation and Human Capital Committees conducted an annual self-evaluation. The Board’s committees were evaluated by each committee member based on a questionnaire that is updated periodically.

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BOARD SKILLS AND ATTRIBUTES

In 2025, the Nominating/Governance Committee reviewed and evaluated the key experience, qualifications and attributes for Board members and facilitated a self-evaluation of each director’s skills in these categories.

Experience

Senior Executive Leadership: Experience serving in a Senior Leadership Position in a major organization (e.g., CEO, CMO, COO, Chief Financial Officer, Division President, etc.), with a practical understanding and oversight of organizations, processes and strategic planning

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100%

Public Company CEO: Experience serving as the Chief Executive Officer of a public company.

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44%

Global Business Experience: Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.

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100%

Consumer Packaged Goods / Consumer Durables Experience: Experience in the consumer-packaged goods (CPG) or consumer durables (CD) industry, and ability to provide guidance on the Company’s strategy and position in the CPG/CD industry.

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100%

Mergers & Acquisitions / Corporate Development / Finance: Experience leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, value transactions, evaluate investment thesis, and evaluate operational integration plans. Experience with financing and accounting.

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100%

Risk Management / Regulatory: Familiarity with enterprise risk management and experience overseeing risk management, regulatory matters and operational risks.

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89%

Technology Systems / Cyber Security: Experience understanding technology systems and issues across an enterprise, the cybersecurity threat landscape, responsibilities in managing/mitigating cyber-risk and how to evaluate the organization’s preparedness to lead through a cyber crisis.

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89%

Research & Development / Innovation: Experience in innovation, product development and design, including disruptive product innovation with background in navigating regulatory environments both in the U.S. and globally with respect to product research and development.

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100%

Marketing / Sales: Understanding of marketing and sales including Brand Management, Distribution, eCommerce, Logistics, Marketing, Packaging and Selling. Knowledge about the fundamental and emerging go-to-market strategies across Brick and Mortar, Direct to Consumer, Online only and Omni-Channel retail marketplaces. Awareness of new and emerging Digital Commerce trends including Social & Media Communication, Content Management, Last-mile Delivery, Technology and Data Science.

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89%

Public Company Governance: Experience with and understanding of the responsibilities of a public company board, with an understanding of evolving corporate governance practices, ESG trends and the dynamics and operation of a corporate board, management accountability, transparency, and protecting stockholders, while balancing other constituencies, interests and long-term value creation.

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100%

Human Capital Management: Experience with executive compensation, management of human capital and succession planning, including attraction, development and retention of top candidates.

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89%

Supply Chain: Experience in direct and indirect procurement, demand and supply planning, logistics, order to cash processing, manufacturing, and management of 3rd party manufacturers. Competence in supply chain IT systems, supply chain finance, lean manufacturing, manufacturing technology, organizational design and negotiations.

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78%

Background

Tenure (years)

3

8

8

2

8

1

8

3

2

Avg: 4.8

Age

59

65

73

66

66

61

72

59

58

Avg: 64

SERVICE ON OUTSIDE BOARDS

Pursuant to the Company’s Corporate Governance Guidelines, directors may serve on the board of directors of other public companies but are required to limit such service to boards of no more than three public companies in addition to the Company’s Board.

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Additionally, Directors who also serve as the Chief Executive Officer of a public company are expected to serve on no more than one other public company board of directors in addition to the Company’s Board. The Nominating/Governance Committee and the Board considers the nature of and time involved in a Director’s service on other corporate boards as well as their employment status in evaluating the suitability of individual directors for nomination. As of the date of this Proxy Statement, all director nominees were in compliance with the Company’s standards for service on outside boards.

COMMUNICATIONS WITH THE BOARD

The independent members of the Board have adopted procedures for the processing and review of stockholder communications to the Board which provide for the processing, review and disposition of all communications sent by stockholders or other interested persons to the Board. Stockholders and other interested persons may communicate with the Company’s Board or any member or committee of the Board by writing to them at the following address:

Newell Brands Inc.

Attention: Board of Directors

c/o Corporate Secretary

5 Concourse Parkway, NE

8th Floor

Atlanta, Georgia 30328

Communications directed to the independent directors should be sent to the attention of the Chairperson of the Board or the Chair of the Nominating/Governance Committee, c/o Corporate Secretary, at the address indicated above.

Any complaint or concern regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Company’s Code of Ethics for Senior Financial Officers should be sent to the attention of the Chief Legal Officer at the address indicated above or may be submitted in a sealed envelope addressed to the Chair of the Audit Committee, c/o Chief Legal Officer, at the same address, and labeled with a legend such as: “To Be Opened Only by the Audit Committee.” Such accounting complaints will be processed in accordance with procedures adopted by the Audit Committee. Further Information on reporting allegations relating to accounting matters is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com.

CODE OF ETHICS

The Board has adopted a “Code of Ethics for Senior Financial Officers,” which is applicable to the Company’s senior financial officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer and controller. The Company also has a separate “Code of Conduct” that is applicable to all Company employees, including each of the Company’s directors and officers. Both the Code of Ethics for Senior Financial Officers and the Code of Conduct are available under the “Corporate Governance”

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link under the “Investors” tab on the Company’s website at www.newellbrands.com. The Company posts any amendments to or waivers of its Code of Ethics for Senior Financial Officers or to the Code of Conduct (to the extent applicable to the Company’s directors or executive officers) at the same location on the Company’s website. In addition, copies of the Code of Ethics for Senior Financial Officers and of the Code of Conduct may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 5 Concourse Parkway, NE, 8th Floor, Atlanta, Georgia 30328.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Various Company policies and procedures, which include the Code of Conduct (applicable to all Company employees, including executive officers and non-employee directors), the Code of Ethics for Senior Financial Officers and annual questionnaires completed by all Company directors and executive officers, require disclosure of transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules. Pursuant to its charter, the Nominating/Governance Committee considers and makes recommendations to the Board with respect to possible waivers of conflicts of interest or any other provisions of the Code of Conduct and the Code of Ethics for Senior Financial Officers. Pursuant to the Corporate Governance Guidelines, the Nominating/Governance Committee also annually reviews the continuing independence of the Company’s non-employee directors under applicable law or Nasdaq rules and reports its findings to the Board in connection with its independence determinations.

When the Nominating/Governance Committee learns of a transaction or relationship that may constitute a conflict of interest or may cause a director not to be treated as independent, the Nominating/Governance Committee determines if further investigation is required and, if so, whether it should be conducted by the Company’s legal, internal audit or other staff or by outside advisors. The Nominating/Governance Committee reviews and evaluates the transaction or relationship, including the results of any investigation, and makes a recommendation to the Board with respect to whether a conflict or violation exists or will exist or whether a director’s independence is or would be impaired. The Board, excluding any director who is the subject of the recommendation, receives the report of the Nominating/Governance Committee and makes the relevant determination. These practices are flexible and are not required by any document.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2025, Messrs. Keane, Campbell and Pilnick and Mses. Ryan Berman and Stahl served on the Compensation and Human Capital Committee. No member of the Compensation and Human Capital Committee was, during 2025, an officer or employee of the Company or any of its subsidiaries, formerly an officer of the Company or had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. During 2025, none of the Company’s executive officers served on the board or the compensation committee of any other entity having officers that served on either the Company’s Board or the Compensation and Human Capital Committee.

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COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT

The Compensation and Human Capital Committee (the “Committee”) has furnished the following report to the stockholders of the Company in accordance with rules adopted by the U.S. Securities and Exchange Commission.

The Committee states that it reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained in this Proxy Statement.

Based upon the review and discussions referred to above, the Committee recommended to the Board that the Company’s Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

This report is submitted on behalf of the following members of the Committee:

James P. Keane, Chair

Patrick D. Campbell

Gary H. Pilnick

Stephanie P. Stahl

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (the “CD&A”) explains the material elements of the compensation of the Company’s named executive officers and describes the objectives and principles underlying the Company’s executive compensation program and decisions made in 2025. During 2025, our named executive officers (“NEOs”) were:

Pay and Performance Alignment

2025 was a challenging year for the Company as we continued to execute our multi-year turnaround strategy amid new challenges in the macro-economic and geo-political environment. Despite these challenges, we delivered the following key performance highlights in 2025:

Despite these achievements, we performed below plan targets on Adjusted Operating Cash Flow, Adjusted EPS, and Core Sales Growth.

These Company performance results contributed or translated to the following executive pay results for 2025:

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In evaluating the performance and pay results for 2025, the Committee concluded that the resulting level of pay and performance were reasonably well aligned in that some results were below expectations and the resulting payouts were below target.

As we embark on 2026, we are encouraged by the following actions and improvements that have us well positioned for success:

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Compensation Program Objectives

The Company’s executive compensation philosophy is designed to attract, retain, and motivate high-performing leaders who drive long-term shareholder value. The Committee believes that executive pay should be:

Compensation Policies and Practices

The Committee believes that the compensation program includes key features that align the interests of the named executive officers and the long-term interests of stockholders and are good corporate governance practices.

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Determination of Executive Officer Compensation

Summarized in the table below are roles and responsibilities of the parties that participate in, or have been delegated authority with respect to, the development and administration of the Company’s executive compensation program:

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In making compensation decisions, the Committee considers several factors including competitive market data, individual and Company performance, skills, experience, complexity and criticality of role and internal pay equity. The Committee does not use a predetermined formula to make its overall decisions but considers all the above factors. However, in determining the performance-based component of compensation for the Company’s named executive officers in 2025, generally including annual incentive and long-term incentive compensation, the Committee tied payout levels to adjusted operating cash flow, adjusted earnings per share, core sales, FUEL productivity, weighted forecast accuracy, and adjusted operating income. Such performance goals are intended to align the majority of each named executive officer’s compensation with the Company’s strategy and with stockholders’ interests over the near and long term. As in 2024, the Committee included annual incentive performance goals for operational metrics to emphasize the importance of continuing to execute on the Company’s strategic operational objectives. In 2025, the Committee utilized performance goals at the corporate and segment level for the attainment of productivity savings and weighted forecast accuracy to drive productivity and profits, operational discipline and efficiency in the supply chain.

Stockholder Engagement

We value the views of our stockholders, and we believe that building positive relationships with our stockholders is critical to our long-term success. To help Company management and the Board understand and consider the issues that matter most to our stockholders, we periodically engage with our stockholders on a range of governance related

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topics, including executive compensation. We then incorporate this feedback into our executive compensation program when we determine it is appropriate. During the Fall of 2025, the Company conducted outreach with the holders of approximately 57% of its outstanding common stock. We greatly value the input received through these meetings and intend to continue our stockholder outreach efforts going forward.

Pursuant to Section 14A of the Exchange Act, the Company is required to submit a Say on Pay Proposal to stockholders. The Company currently submits the Say on Pay Proposal annually to stockholders, with a vote being held at the Annual Meeting. See “Proposal 3—Advisory Resolution to Approve Named Executive Officer Compensation.”

At the 2025 Annual Meeting of Stockholders, the Say on Pay Proposal was approved by approximately 85% of votes cast, including abstentions. The Committee considered this level of approval to indicate the support of the substantial majority of the Company’s stockholders. While the Company did make certain adjustments to its executive compensation program, the Company did not make any changes as a direct result of the vote.

Custom Comparator Group

With respect to decisions concerning the compensation of the named executive officers in 2025, including setting 2025 LTIP award values, the Committee used the custom comparator group set forth below. The Committee selected this group to reflect, to varying degrees, companies of similar size, global presence, business complexity and brand recognition. This group reflects the following changes from the comparator group used in 2024:

Custom Comparator Group

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Compensation Survey Data

The Committee periodically compares the Company’s executive compensation program to the compensation practices of companies in both the custom comparator group and across general industry. In 2025, the Company used competitive practice, peer company and general industry information as a reference for decisions regarding:

Setting Target Compensation

The Committee establishes target total direct compensation opportunities for the named executive officers based on the following factors: individual performance, breadth of the executive’s responsibility, strategic importance of the position, internal pay equity, competitive market data, the circumstances surrounding the executive’s initial hiring or promotion to a position with increased responsibilities and the desire to promote executive retention.

The Committee periodically reviews total direct compensation summary reports, which identify key elements of the compensation paid to or realizable by each executive officer. The summary reports are used to evaluate overall pay and benefit levels and provide additional perspective on how the executive compensation program meets the Company’s compensation objectives.

Each element of the compensation program complements the others and, together, they are intended to achieve the Committee’s principal compensation objectives. While the Committee does not apply a formulaic approach to setting individual elements of the named executive officers’ compensation or their total compensation amounts, the impact on the total value of all these elements of compensation for the individual is considered.

The 2025 Summary Compensation Table shows the compensation of each named executive officer for the fiscal year ended December 31, 2025.

Mix of Pay

Target total direct compensation for each of the named executive officers includes the executive’s base salary and target bonus opportunity plus the target value of the executive’s annual LTIP award. To reinforce the Company’s pay for performance philosophy, the Committee and the independent members of the Board, at the Committee’s recommendation, approved a target total direct compensation package for 2025 for Mr. Peterson that was in the aggregate 89% at risk and 54% contingent on performance. In addition, in 2025, approximately 79% of target total direct compensation for other named executive officers (on average) was at risk and approximately 50% was contingent upon performance. As a result, realized compensation is highly dependent on the Company’s financial results and share price. The Committee believes this approach aligns the interests of executives with those of stockholders and motivates them to consider the impact of their decisions on stockholder value.

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2025 Target Annual Compensation Mix and “Pay at Risk”

CEO						Other NEOs
		• 89% of annualized target total direct compensation was at risk   • 54% of annualized target total direct compensation was contingent on performance   • 19% of annualized target total direct compensation was tied to achievement of annual incentive goals, and 35% was tied to achievement of long-term incentive goals						• 79% of annualized target total direct compensation for the other NEOs (on average) was at risk   • 50% of annualized target total direct compensation for the other NEOs (on average) was contingent on performance   • 21% of annualized target total direct compensation of the other NEOs (on average) was tied to achievement of annual incentive goals, and 29% was tied to achievement of long-term incentive goals

		At risk pay

Consideration of Individual Performance

At the beginning of the year, the CEO discusses with the Committee the CEO’s individual performance objectives and priorities. In addition, as part of the Company’s annual performance evaluation process, the CEO and each other named executive officer establish that officer’s individual performance objectives for the coming year. These performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the Committee or the CEO evaluates the named executive officer’s overall performance. The evaluation of a named executive officer’s performance relative to these objectives involves judgment based on observations of, and interaction with, the executive throughout the year. No single performance objective determines the evaluation of the named executive officer’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the evaluation of each named executive officer. The Committee takes into consideration the CEO’s performance when developing his base salary increase, if any, annual incentive target amounts and long-term incentive grant value, which compensation elements are discussed in more detail below. The CEO’s evaluation of individual performance is considered when he recommends to the Committee, in the case of other named executive officers, base salary adjustments, annual incentive targets and equity grant values.

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Key Elements of Executive Compensation

Salary

Salaries provide a predictable, fixed cost element of compensation to attract and retain qualified executives. Base salary provides executives with a certain level of income based on the factors outlined above in “Setting Compensation Opportunity.” Effective March 1, 2025, the independent members of the Board, on the Committee’s recommendation, approved a $50,000 increase in Mr. Peterson’s annual base salary, and the Committee approved a $30,000 increase in Ms. Platt’s annual base salary and a $25,000 increase in the annual base salary for each of Messrs. Erceg and Turner and Ms. Malkoski, in each case based on the Committee’s consideration of market data and evaluation of each individual’s performance in 2024.

Annual Incentive Compensation

The Company believes that the opportunity to earn annual cash incentives for each named executive officer serves the Company’s goals to:

In the first quarter of 2025, the Committee adopted annual incentive targets and performance goals for 2025 awards to be made under the Bonus Plan. A cash incentive payout, measured as a percentage of the executive’s earned base salary, is paid based on the extent to which the performance goals are achieved. The independent members of the Board, on recommendation of the Committee, increased the target annual incentive percentage for Mr. Peterson from 150% in 2024 to 175% in 2025, to align Mr. Peterson’s compensation more closely to market data, as well as to reward strong performance in 2024. The Committee also increased the target annual incentive percentage for Mr. Turner from 100% in 2024 to 105% in 2025 and for Mses. Platt and Malkoski from 85% in 2024 to 90% in 2025, in each case based on the Committee’s consideration of market data relative to these officers and evaluation of each individual’s performance in 2024.

Below is a description of each set of the Company-wide performance goals used under the Bonus Plan in 2025 for Messrs. Peterson, Erceg and Turner and Ms. Platt (the “Corporate Goals”), their relative weight and the rationale for using each of them.

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Corporate Goals

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The annual incentive targets under the Bonus Plan in 2025 for Ms. Malkoski were weighted 30% to the achievement of the Corporate Goals described above and 70% to the achievement of performance goals set at the segment level. Below is a description of each set of segment performance goals for Ms. Malkoski (the “Segment Goals”), their relative weight and the rationale for using each in 2025.

Segment Goals

The Committee seeks to align the design, metrics and slopes for the Bonus Plan with the Company’s business conditions and strategy and to focus on the key metrics for the business. In 2025, the Committee continued to prioritize cash generation and earnings performance in the Bonus Plan design and accordingly weighted each of adjusted operating cash flow and adjusted EPS at 25% in the Corporate Goals and each of adjusted operating cash flow and adjusted operating income at 25% in the Segment Goals. The Committee also further emphasized improved sales performance in 2025 by increasing the core sales metric from 20% in 2024 to 25% in 2025, while reducing Fuel productivity and weighted forecast accuracy each from 15% in 2024 to 12.5% in 2025 in both the Corporate Goals and the Segment Goals.

In setting the 2025 performance targets, the Committee considered actual 2024 performance and factored in various expected business impacts and conditions. For example, the 2025 target for adjusted EPS was in line with the Company’s external guidance and reflected over a ten percent improvement relative to 2024 and over a 20 percent improvement on a constant tax basis. The 2025 Company-wide adjusted operating cash flow target was consistent with external guidance and roughly flat to 2024 actual results. Finally, the Company-wide core sales target for 2025 was in line with external guidance and represented

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a flat rate of underlying core sales growth relative to 2024, taking into account currency changes and core sales exclusions, thus targeting significant improvement in the Company’s rate of core sales growth. The corporate and segment FUEL productivity targets for 2025 were lower than the prior-year actual performance, as continued operational improvement reduced opportunities for incremental savings year-over-year. Finally, the 2025 corporate and segment WFA targets represented significant improvement versus 2024 performance.

Recognizing the prospect of new tariffs from the incoming U.S. presidential administration at the time of setting the 2025 performance targets, the Committee included in the plan design adjustments to targets or performance calculations to reflect any unbudgeted significant impact of tariff changes during the performance period on the Company’s results relative to the Bonus Plan financial metrics. These adjustments are reflected below in the actual 2025 performance results for adjusted operating cash flow, adjusted EPS and adjusted operating income on a net impact basis.

The 2025 performance targets and actual performance against these targets for the named executive officers are summarized below. If a performance goal is met at the target level, as determined by the Committee, the target amount is paid for that goal. Performance above the target results in payment of a higher percentage of salary up to the pre-established cap. Performance below the target results in a lower bonus payment for that goal if a minimum threshold is met, or no payment if the minimum threshold is not met. There were no discretionary adjustments to any named executive officer’s annual bonus payout for 2025.

2025 Bonus Targets and Actual Performance

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Actual Payouts Under Bonus Plan

Actual performance as compared to the targets for the Corporate Performance Goals and Segment Performance Goals is shown in the table above titled “2025 Bonus Targets and Actual Performance.” The table below shows actual bonus payouts for 2025 to the named executive officers and 2025 target payouts as a percentage of their earned base salaries.

Additional information appears in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns of the “2025 Grants of Plan-Based Awards” table.

Long-Term Incentive Compensation

Until May 2022, long-term incentive awards were granted pursuant to the Newell Rubbermaid Inc. 2013 Incentive Plan (as amended, the “2013 Incentive Plan”). The Company began granting long term incentive awards under the Newell Brands Inc. 2022 Incentive Plan adopted by stockholders on May 5, 2022 (as amended, the “2022 Incentive Plan”). Long-term incentive awards are designed to motivate executives to increase stockholder value over the long term and align the interests of executives with those of stockholders. Under the annual LTIP, the Committee sets a target award value for restricted stock units (“RSUs”) and, in certain years, stock options, as applicable, to be granted to each executive officer based on the breadth of the executive’s responsibility, strategic importance of the position, competitive data and internal pay equity.

When setting the CEO’s equity compensation, the Committee determines the CEO’s LTIP grant value based upon its evaluation of the CEO’s performance, consultations with a compensation consultant, and other relevant factors. Similarly, the CEO’s recommendation to the Committee for the other named executive officers may include an adjustment to the target LTIP opportunity based upon the CEO’s evaluation of the named executive officer’s performance or other factors deemed relevant by the Committee. The independent members of the Board, on recommendation of the Committee, increased Mr. Peterson’s target LTIP value from $7,500,000 in 2024 to $9,000,000 in 2025, to align Mr. Peterson’s compensation more closely to market data, as well as to reward Mr. Peterson for strong performance in 2024. The Committee also increased target LTIP award value in 2025 for each of Messrs. Erceg and Turner and Mses. Platt and Malkoski by $318,750, $137,500, $143,500 and $50,000, respectively, compared to 2024, in each case based on the Committee’s consideration of market data and evaluation of each individual’s performance in 2024.

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2025 LTIP Awards

The annual LTIP target values, PRSU grants and time-based RSU (“TRSU”) grants for each of the named executive officers in 2025 were as follows:

The number of PRSUs and TRSUs granted to each of the applicable named executive officers pursuant to the LTIP in 2025 was derived based on the closing price of the Company’s common stock on February 14, 2025 ($7.06), the last trading day prior to the grant date of February 17, 2025.

For each of the named executive officers, consistent with 2024, 50% of the target value of the 2025 annual LTIP grant was provided in PRSUs, and 50% of the target value was provided in TRSUs. The TRSUs granted to the named executive officers under the 2025 LTIP vest ratably in equal installments on each of the first, second and third anniversaries of the grant date, subject to continuous employment with the Company.

The PRSUs granted to the named executive officers under the 2025 LTIP vest on the third anniversary of the date of grant, subject to continuous employment, to the extent the applicable performance criteria are satisfied. The number of shares earned under these PRSUs ranges from 0% to 200% of the target number of shares, depending upon achievement of equally weighted performance goals for annual adjusted EPS performance⁽¹⁾ and free cash flow productivity⁽²⁾ (referred to herein as the “Performance Factor”). The selection of these metrics and their corresponding targets for the LTIP reflects the Committee’s long-term emphasis on driving earnings growth and cash flow generation. For each metric, the total Performance Factor earned with respect to the three-year performance period between January 1, 2025 and December 31, 2027 will be the average of annual payout percentages over a three-year performance period.

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The targets set by the Committee for the 2025 LTIP PRSUs with respect to free cash flow productivity and annual adjusted EPS performance period are summarized below:

2023-2025 LTIP Awards

For PRSUs granted pursuant to the LTIP in 2023, the performance metrics were based 50% on the Company’s annual adjusted EPS performance and 50% on free cash flow productivity over a three-year performance period between January 1, 2023 and December 31, 2025, as modified by the Company’s relative TSR performance during the period, as described below. The potential shares earned for each of annual adjusted EPS performance⁽¹⁾ and free cash flow productivity⁽²⁾ ranged from 0% to 200% of target depending on the Company’s performance. For each metric, the total Performance Factor earned with respect to the three-year performance period between January 1, 2023 and December 31, 2025 was set as the average of annual payout percentages over a three-year performance period.

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Following the determination of the extent to which the Company achieved its performance goals, a positive or negative adjustment to the Performance Factor was to be made based upon a comparison of the Company’s TSR relative to a pre-determined set of comparator group companies listed below (the “2023 TSR Comparator Group”) for the three-year performance period. If the Company’s ranking finished in the bottom quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the Performance Factor would be multiplied by 90% to determine the total Performance Factor for the award. If the Company’s ranking finished in the top quartile of the TSR Comparator Group (including the Company) at the end of the performance period, the Performance Factor would be multiplied by 110%. For a ranking in the second or third quartile, no TSR-related adjustment would be made. The total maximum Performance Factor for the award was limited to 200% of the target.

The 2023 TSR Comparator Group was as follows:

The Company’s performance against the 2023 LTIP PRSU metrics set by the Committee in February 2023, as calculated for the performance period beginning in January 2023 and ending December 31, 2025, is summarized below.

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2023 LTIP Targets and Actual Performance

The Performance Factor earned for the Company’s free cash flow productivity and annual adjusted EPS performance under the PRSUs granted the 2023 LTIP, as shown above, was 104.2%. The Company’s relative TSR for the three-year performance period placed it 14^th of fifteen TSR comparators, including the Company, resulting in a 10% reduction to the total Performance Factor. As a result, the 2023 LTIP PRSU awards granted to Messrs. Peterson, Erceg and Turner and to Ms. Malkoski (of 341,598, 120,805, 69,211 and 57,406 PRSUs at target, respectively) were earned or will be earned at 93.8% upon vesting in 2026.

Holders of RSUs, including LTIP awards and any additional awards described below, do not receive dividend equivalents at the time dividends are paid. Rather, all such dividend equivalents will be accrued and paid only at the time and to the extent that the RSUs actually vest.

Prior Year Special Awards

2023 Special Incentive Program (the “SIP”)

Given the difficult macroeconomic environment, significant decline in the Company’s stock price, high executive retention concerns and the CEO transition occurring in the first half of 2023, the Committee adopted the SIP in May 2023, as disclosed in a Current Report filed with the SEC on Form 8-K on May 19, 2023.

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The SIP awards for Messrs. Peterson and Erceg consisted entirely of PRSUs (1,724,137 and 827,586 PRSUs at target, respectively), which vested on February 27, 2026 and were subject to the achievement of the applicable performance goals and continued employment. The potential Performance Factor under these PRSUs to Messrs. Peterson and Erceg ranged from 0% to 200% of the target, depending upon achievement of equally weighted performance goals for free cash flow productivity⁽¹⁾ achieved in 2024 and 2025 and gross margin improvement in 2025 relative to 2023. Gross margin improvement represents the Company’s adjusted gross margin⁽²⁾ for the year 2025 minus the Company’s adjusted gross margin for 2023.

In February 2026, the Committee approved and certified the Company’s performance and earned Performance Factor against each of the PRSU metrics for the SIP awards to Mr. Peterson and Mr. Erceg, as summarized below:

Based on the Company’s gross margin improvement and free cash flow productivity during the performance period as shown above, the PRSUs granted under the SIP to Messrs. Peterson and Erceg were earned at the 200% level upon their vesting in February 2026, although the actual value of the shares earned on the vesting date was approximately 105% of the award’s grant date value.

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EXECUTIVE COMPENSATION TABLES

2025 Summary Compensation Table