Newell Brands sells $600M in 6.25% notes due 2031

Newell Brands Inc. (NWL) issued $600,000,000 aggregate principal amount of 6.250% senior notes due 2031 in a transaction exempt from Securities Act registration.

Rhea-AI Filing Summary

Newell Brands Inc. (NWL) issued $600,000,000 aggregate principal amount of 6.250% senior notes due 2031 in a transaction exempt from Securities Act registration. The company intends to use the net proceeds to redeem in full its outstanding 6.375% senior notes due 2027, pay related fees and expenses, and repay a portion of the amount outstanding under its five-year asset-based revolving credit facility dated July 30, 2026.

The 2027 notes are to be redeemed on August 20, 2026 at a redemption price of 101.530% of principal, or $1,015.30 per $1,000, plus accrued and unpaid interest. The new notes are senior unsecured obligations issued under an Indenture with U.S. Bank Trust Company, National Association, and include covenants limiting additional debt and guarantees, certain liens, asset sales, affiliate transactions, and distributions, subject to qualifications and exceptions, with some covenants terminating if the notes receive investment grade ratings. Upon a specified change of control combined with a ratings downgrade, holders must be offered repurchase at 101% of principal plus accrued interest.

Filing Explained

The August 19 filing confirms issuance of $600 million of senior notes, but says its August 18 supplemental notice is not itself a redemption notice or offer; redeeming the 2027 notes remains a stated intended use of proceeds.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New notes issued: $600,000,000 aggregate principal amount Interest rate new notes: 6.250% Interest rate existing notes: 6.375% +4 more

7 metrics

New notes issued $600,000,000 aggregate principal amount 6.250% senior notes due 2031 issued on August 19, 2026

Interest rate new notes 6.250% Coupon on senior notes due 2031

Interest rate existing notes 6.375% Coupon on senior notes due 2027 to be redeemed

Redemption price 2027 notes 101.530% Redemption price of 6.375% senior notes due 2027

Per $1,000 redemption amount $1,015.30 per $1,000 Cash paid per $1,000 principal of 2027 notes, excluding accrued interest

Change-of-control repurchase price 101% of principal amount Repurchase price for 2031 notes upon change of control plus ratings downgrade

Redemption date 2027 notes August 20, 2026 Scheduled redemption date for 6.375% senior notes due 2027

Key Terms

senior notes, Indenture, asset-based revolving credit facility, change of control, +1 more

5 terms

senior notes financial

"issued $600,000,000 of aggregate principal amount of 6.250% senior notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"The Notes were issued pursuant to an Indenture, dated as of August 19, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

asset-based revolving credit facility financial

"repay a portion of the amount outstanding under its five-year asset-based revolving credit facility"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

change of control financial

"If a specified event deemed to be a change of control of the Company"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

events of default financial

"The Indenture contains customary events of default that include"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Newell Brands Inc. (NWL) announce regarding new debt financing?

Newell Brands Inc. issued $600,000,000 of 6.250% senior notes due 2031 in a private offering. The notes are senior unsecured obligations under an Indenture with U.S. Bank Trust Company and include restrictive covenants on additional debt, liens, asset sales, and distributions.

How will Newell Brands (NWL) use the proceeds from the 6.250% senior notes due 2031?

Newell Brands intends to use net proceeds to redeem its 6.375% senior notes due 2027, pay related fees and expenses, and repay a portion of its five-year asset-based revolving credit facility. This reallocates debt from nearer-term 2027 maturities to 2031.

What is the redemption price for Newell Brands’ (NWL) 6.375% senior notes due 2027?

The 2027 notes are scheduled for redemption at 101.530% of principal, or $1,015.30 per $1,000, plus accrued and unpaid interest. The redemption date disclosed is August 20, 2026, following a supplemental notice to noteholders issued August 18, 2026.

What change-of-control protection do Newell Brands’ (NWL) new 2031 notes provide?

If a specified change of control of Newell Brands and a ratings downgrade both occur, the company must offer to repurchase all outstanding notes at 101% of principal plus accrued interest. This gives noteholders a defined exit price in that scenario.

What key covenants are included in Newell Brands’ (NWL) new Indenture for the 2031 notes?

The Indenture limits the company and subsidiaries from incurring or guaranteeing additional debt, creating certain liens, making specified asset sales, loans and investments, affiliate transactions, or distributions and stock repurchases, with exceptions and partial covenant termination upon investment grade ratings.

Are Newell Brands’ (NWL) new 6.250% senior notes due 2031 registered with the SEC?

The new notes were issued in a transaction exempt from registration under the Securities Act and state laws. They have not been and will not be registered, and may only be offered or sold in the United States under an applicable registration exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 04:31 PM Accepted by SEC EDGAR 08/19/2026 - 04:31 PM Learn about SEC filing dates

GA GA false 0000814453 0000814453 2026-08-19 2026-08-19

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 19, 2026

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, 8^th 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 EACH 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 1.01. Entry into a Material Agreement.

On August 19, 2026, Newell Brands Inc. (the “Company”) issued $600,000,000 of aggregate principal amount of 6.250% senior notes due 2031 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Company intends to use the net proceeds from the sale of the Notes to redeem in full its outstanding 6.375% senior notes due 2027 (the “2027 Notes”), pay related fees and expenses in connection with the offering and the redemption, and repay a portion of the amount outstanding under its five-year asset-based revolving credit facility, dated as of July 30, 2026. On August 18, 2026, the Company issued a supplemental notice to holders of the 2027 Notes announcing a redemption price for such 2027 Notes equal to 101.530%, or $1,015.30 per $1,000 aggregate principal amount of the 2027 Notes plus the accrued and unpaid interest to, but not including, the redemption date of August 20, 2026. Neither this Current Report on Form 8-K nor anything contained herein shall constitute a notice of redemption or an offer to redeem or purchase any of the outstanding 2027 Notes.

The Notes were issued pursuant to an Indenture, dated as of August 19, 2026, between the Company and U.S. Bank Trust Company, National Association (the “Indenture”). The Indenture provides, among other things, that the Notes are the senior unsecured obligations of the Company and include covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, consummate certain asset sales, make certain loans and investments, consolidate, merge, or sell all or substantially all of the Company and its subsidiaries assets, enter into certain transactions with affiliates and pay distributions on, or redeem or repurchase the Company’s capital stock, subject in each case to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.

If a specified event deemed to be a change of control of the Company and a ratings downgrade occur, the Company will be required to offer to repurchase all outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture contains customary events of default that include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, failure to pay certain other indebtedness, certain events of bankruptcy, insolvency or reorganization, and failure to pay certain final judgments.

The Notes were issued in a transaction exempt from registration under the Securities Act and all state securities laws. The offer and sale of the Notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction. This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Copies of the Indenture and the form of the Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is incorporated herein by reference into this Item 2.03.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Indenture, dated August 19, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as trustee
4.2		Form of 6.250% senior note due 2031 (included in Exhibit 4.1 hereof)
104		Cover Page Interactive Data File (formatted as inline XBRL and embedded within the document)

3

SIGNATURES

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

						NEWELL BRANDS INC.
Dated: August 19, 2026				By:		/s/ Bradford R. Turner
						Bradford R. Turner
						Chief Legal and Administrative Officer and Corporate Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 631.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB