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

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Filed by a party other than the Registrant

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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

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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,

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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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“FOR” all of the director nominees listed under the caption “PROPOSAL 1 - ELECTION OF DIRECTORS” beginning on page 12;

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“FOR” the approval of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as described under the caption “PROPOSAL 2 - APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” beginning on page 82;

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“FOR” the approval of an advisory resolution on named executive officer compensation, as described under the caption “PROPOSAL 3 - APPROVAL OF AN ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION” beginning on page 83; and

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“FOR” the approval of the 2026 Incentive Plan, as described under the caption “PROPOSAL 4 - APPROVAL OF THE NEWELL BRANDS INC. 2026 INCENTIVE PLAN” beginning on page 84.

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

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.

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.

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

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AGENDA ITEMS

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CORPORATE GOVERNANCE HIGHLIGHTS

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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.”

Board Skills Snapshot

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COMPENSATION HIGHLIGHTS

The Company Emphasizes Pay for Performance, Stockholder Alignment and Long-Term Performance.

Ø In 2025, the Committee and the Board did not approve any special awards for the named executive officers.

Ø Based on the Company’s performance during the 2023-2025 performance period, performance-based restricted stock units (“PRSUs”) granted pursuant to the Long-Term Incentive Plan (“LTIP”) in 2023 were or will be earned at 93.8% upon vesting.

Ø Mr. Peterson’s final target total direct compensation (base salary, target cash incentive and target value of annual LTIP award) for 2025 was 54% performance-based and 89% at risk, and target total direct compensation of the other named executive officers (on average) was approximately 50% performance-based and 79% at risk.

Ø In 2025, the named executive officers received annual LTIP grants that were 50% performance-based, consisting of PRSUs. The Company discloses in-process performance targets and slopes for the prior-year (2025) LTIP (in addition to those for completed performance periods).

Ø The incentive targets for PRSUs granted to named executive officers pursuant to the LTIP in 2025 were weighted 50% to annual adjusted earnings per share performance and 50% to the achievement of free cash flow productivity targets over the three-year performance period, reflecting a focus on earnings performance while maintaining an emphasis on cash generation during this timeframe.

Ø The annual incentive targets under the Company’s Management Bonus Plan (the “Bonus Plan”) in 2025 for corporate management participants, including Messrs. Peterson, Erceg and Turner and Ms. Platt, were tied to the achievement of Company-wide goals for adjusted earnings per share, adjusted operating cash flow, core sales, productivity improvements under the Finding Untapped Efficiencies and Leverage (“FUEL”) initiative, and weighted forecast accuracy.

Ø The annual incentive targets under the Bonus Plan in 2025 for Ms. Malkoski were weighted 30% to the achievement of the Company-wide goals described above and 70% to the achievement of goals for adjusted operating cash flow, adjusted operating income, core sales, FUEL productivity improvements and weighted forecast accuracy at the applicable segment level.

Ø Based on the performance of the Company and the relevant business units in 2025, the Bonus Plan for 2025 paid out at 80% of target for Messrs. Peterson, Erceg and Turner and Ms. Platt, and 114% of target for Ms. Malkoski.

Ø The Company maintains stock ownership and shareholding guidelines for its executive officers and non-employee directors to encourage alignment with stockholder interests.

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

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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Independent

Chairperson of the

Board

Director since 2018

Age: 65

Bridget Ryan Berman

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2018 - Present: Managing Partner of Ryan Berman Advisory, LLC, a consumer and investment advisory firm

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2016 - 2018: Chief Experie

SEC Form DEF 14A filed by Newell Brands Inc.