DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

NEWELL BRANDS INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

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:

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Elect eight directors of the Company nominated by the Board of Directors;

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Vote to approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

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Vote to approve an advisory resolution on named executive officer compensation;

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Vote to approve the Newell Brands Inc. 2026 Incentive Plan; and

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Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

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.

By Order of the Board of Directors,

LOGO

Bradford Turner

Chief Legal and Administrative Officer and Corporate Secretary

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



Section	Page

Questions and Answers About Voting at the Annual Meeting and Related Matters		1

Proxy Statement Summary		8

Proposal 1 – Election of Directors		12

Information Regarding Board of Directors and Committees and Corporate Governance		19

Certain Relationships and Related Transactions		29

Compensation Committee Interlocks and Insider Participation		29

Compensation and Human Capital Committee Report		30

Executive Compensation		31

Stock Ownership Information		78

Audit Committee Report		80

Proposal 2 – Approval of the Appointment of Independent Registered Public Accounting Firm		82

Proposal 3 – Approval of an Advisory Resolution on Named Executive Officer Compensation		83

Proposal 4 – Approval of the Newell Brands Inc. 2026 Incentive Plan		84

Equity Compensation Plan Information		97

Other Business		98

Appendix A – Newell Brands Inc. 2026 Incentive Plan		A-1

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:

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Proposal 1 - Elect eight directors of the Company nominated by the Board of Directors;

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Proposal 2 - Vote to approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

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Proposal 3 - Vote to approve an advisory resolution on named executive officer compensation (“Say on Pay”); and

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Proposal 4 - Vote to approve the Newell Brands Inc. 2026 Incentive Plan (the “2026 Incentive Plan”).

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,

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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Election of Directors. Each director receiving a majority of votes cast with respect to that director’s election (number of shares voted “for” a director must exceed the number of votes cast “against” that director) will be elected as a director. Broker non-votes, shares not present, shares not voting and shares voting “abstain” will have no effect on the election of directors.

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Approval of the Appointment of PricewaterhouseCoopers LLP, Approval of Say on Pay, Approval of the 2026 Incentive Plan and Any Other Proposals. The vote required for the approval of Proposal 2, Proposal 3, Proposal 4, and any other proposal that may properly come before the Annual Meeting or any adjournment or postponement of the meeting is the affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote on the subject matter of the proposal. With respect to any of these proposals, you may vote in favor of or against the item, or you may abstain from voting. Any proxy marked “abstain” with respect to a proposal will have the effect of a vote against such proposal. Broker non-votes will have no effect on the approval of Proposal 3 and Proposal 4, and shares not present will also have no effect on any of these proposals.

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:

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Voting by Mail. All stockholders of record can vote by written proxy card. If you are a stockholder of record and receive a Notice, you may request a written proxy card by following the instructions included in the Notice. Your shares will be voted in accordance with the instructions on your proxy card. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted, as recommended by the Board of Directors (the “Board”). For additional information, please see the caption “— How will my shares be voted?” below.

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Voting by Internet. You also may vote through the Internet by signing on to the website included in the Notice and following the procedures described on the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number that is included in the Notice. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by Internet, you should not return a proxy card.

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Voting by Telephone. You may vote your shares by telephone by calling the toll-free telephone number provided on the proxy card, which can be viewed online by following the instructions in the Notice, or you may request a written proxy card by following the instructions included in the Notice. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the Notice. The procedures permit you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return a proxy card.

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.

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:

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Submitting a later-dated proxy by mail.

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Mailing a written notice to the Corporate Secretary of the Company. You must send any written notice of a revocation of a proxy so that it is received before the taking of the vote at the Annual Meeting to:

Newell Brands Inc.

5 Concourse Parkway, NE

8th Floor

Atlanta, Georgia 30328

Attention: Corporate Secretary

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Attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not in and of itself revoke your proxy. You must also vote your shares at the Annual Meeting. If your shares are held in “street name” by a bank, broker or other record holder, you must obtain a proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

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: nwl.info@investor.sodali.com

Who will pay the costs of solicitation of proxies?

The Company will pay the costs of soliciting proxies.

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:

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SEC Form DEF 14A filed by Newell Brands Inc.