[8-K] Newell Brands Inc. Reports Material Event

Rhea-AI Filing Summary

Celularity Inc. (Nasdaq: CELU) filed an 8-K reporting that on 21 Jul 2025 it entered into a new secured financing.

• Issued a $6.812 million promissory note to a single investor. The note carries 2% annual interest and matures on 21 Mar 2026 (≈8 months).
• The note is secured by a first-priority lien on all company assets.
• The investor also received a warrant for 3.7 million Class A shares exercisable at $2.528 per share for five years; the window is tolled if CFIUS clearance is needed.
• A portion of the proceeds must be used to fully retire Celularity’s March 2023 loan from C.V. Starr & Co.

The low-cost debt improves near-term liquidity and allows repayment of legacy borrowing, but the blanket lien and short maturity could restrict flexibility. Full warrant exercise would raise up to ≈$9.3 million in equity yet materially dilute existing holders.

Positive

• $6.8 million of fresh capital secured at a low 2% interest rate
• Proceeds earmarked to retire existing Starr loan, potentially reducing overall cost of capital
• Warrants could generate an additional $9.3 million in equity if exercised

Negative

• Issuance of 3.7 million warrants introduces dilution risk for current shareholders
• Promissory note is secured by all company assets, limiting collateral for future borrowing
• Short March 2026 maturity may create near-term refinancing pressure

Insights

Financial Analyst

TL;DR: Low-cost cash bolsters runway but secured note plus warrants add leverage and dilution.

The 2% coupon is attractively priced, suggesting the investor perceives limited credit risk. Repaying the Starr loan may lower aggregate financing cost and remove covenants tied to that facility. However, pledging all assets reduces optionality for future secured borrowings, and the March 2026 maturity forces refinancing within the next nine months. The 3.7 million warrants—~9% of basic shares outstanding based on recent filings—create overhang until exercised or expired. Net impact: modestly positive for liquidity, neutral for valuation.

Risk Analyst

TL;DR: Transaction shifts debt structure but adds collateral risk and potential equity dilution.

The blanket lien means lenders now sit ahead of unsecured creditors, elevating recovery risk for other stakeholders. Short-dated maturity concentrates refinancing risk into H1 2026. While the warrant strike sits 35-40% above recent market levels, any sustained rally would trigger dilution. Overall, the filing is not materially adverse but does heighten capital-structure complexity.

false000081445300008144532025-08-012025-08-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2025

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware			1-9608			36-3514169
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification Number)

5 Concourse Parkway NE, 8th Floor,

Atlanta, Georgia 30328

(Address of principal executive offices including zip code)

(770) 418-7000

(Registrant’s telephone number, including area code)

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

TITLE OF EACH CLASS

TRADING SYMBOL

NAME OF EXCHANGE ON WHICH REGISTERED

Common stock, $1 par value per share

NWL

Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.    Results of Operations and Financial Condition.

On August 1, 2025, Newell Brands Inc. (the “Company”) issued a press release, including additional financial information, to report the Company’s earnings for the quarter ended June 30, 2025, which is attached to this report as Exhibit 99.1.

The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Exhibit Description
99.1						Press Release dated August 1, 2025, issued by Newell Brands Inc. and Additional Financial Information.
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						NEWELL BRANDS INC.
Dated: August 1, 2025			By:			/s/ Mark J. Erceg
						Mark J. Erceg
						Chief Financial Officer

3

Exhibit 99.1

NEWELL BRANDS INC.

Press Release, dated August 1, 2025 issued by Newell Brands Inc., and Additional Financial Information

4

FAQ

How much new debt did Celularity (CELU) issue?

The company issued a $6,812,230 promissory note.

What are the terms of the new CELU note?

It bears 2% annual interest, is secured by all assets, and matures on 21 Mar 2026.

How many warrants were granted and at what price?

The investor received 3,700,000 warrants exercisable at $2.528 per share.

How long are the CELU warrants exercisable?

Five years from issuance, with extension to five years after any required CFIUS clearance.

What will Celularity do with the note proceeds?

A portion will fully settle the March 2023 loan from C.V. Starr & Co.

Is the financing expected to dilute existing shareholders?

Yes. Exercising the 3.7 million warrants would expand the share count, diluting current ownership.