STOCK TITAN
  1. Home
  2. Sec-filings
  3. NWL
  4. [8-K] NEWELL BRANDS INC. Reports Material Event

Newell Brands (NASDAQ: NWL) prices $600M 6.25% senior notes to refinance debt

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Newell Brands Inc. launched and priced a private offering of $600 million aggregate principal amount of 6.250% senior unsecured notes due 2031. The notes are being sold in a transaction exempt from Securities Act registration, with closing expected on August 19, 2026, subject to customary conditions.

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 borrowings under its five-year asset-based revolving credit facility dated July 30, 2026. The redemption of the 2027 notes is conditioned on completing this offering or an alternative debt financing of at least $500 million. The notes are being offered to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes offering size $600 million Aggregate principal amount of 6.250% senior unsecured notes due 2031
Coupon rate on new notes 6.250% Interest rate on senior unsecured notes due 2031
Existing notes to be redeemed 6.375% senior notes due 2027 Outstanding notes targeted for full redemption with proceeds
Alternative financing condition $500 million Minimum aggregate principal amount of alternative debt financing required for redemption condition
Original planned offering size $500 million Initial senior notes offering amount later upsized to $600 million
Maturity year of new notes 2031 Stated maturity of the 6.250% senior unsecured notes
senior unsecured notes financial
"aggregate principal amount of 6.250% senior unsecured notes due 2031"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
qualified institutional buyers financial
"The Notes are being offered only to qualified institutional buyers in reliance"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"buyers in reliance on the exemption from registration set forth in Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"outside the United States to certain non-U.S. persons in reliance on Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What debt offering did Newell Brands (NWL) announce on August 5, 2026?
Newell Brands announced a private offering of $600 million in 6.250% senior unsecured notes due 2031. The notes are being sold in an unregistered transaction to institutional and non-U.S. investors under Rule 144A and Regulation S.

How does Newell Brands (NWL) plan to use the $600 million note proceeds?
Newell Brands plans to use the net proceeds to redeem in full its 6.375% senior notes due 2027, pay related offering and redemption fees, and repay a portion of borrowings under its five-year asset-based revolving credit facility.

What are the key terms of Newell Brands’ (NWL) new senior notes due 2031?
The new notes have an aggregate principal amount of $600 million, carry a 6.250% coupon, and mature in 2031. They are senior unsecured obligations issued in a private offering exempt from Securities Act registration.

Who is eligible to purchase Newell Brands’ (NWL) 2031 senior notes?
The notes are offered only to qualified institutional buyers under Rule 144A in the United States and to certain non-U.S. persons under Regulation S. They are not registered under the Securities Act or state securities laws.

What condition applies to Newell Brands’ (NWL) redemption of its 2027 notes?
The planned redemption of the 6.375% senior notes due 2027 is conditioned on completing the new notes offering or an alternative debt financing of at least $500 million on terms acceptable to the company.
false 0000814453 0000814453 2026-08-05 2026-08-05
 
 

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 5, 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, 8th Floor

Atlanta, GA 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 8.01.

Other Events.

On August 5, 2026, Newell Brands Inc. (the “Company”) announced that it launched and priced a private offering of $600 million aggregate principal amount of 6.250% senior unsecured notes due 2031 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes (the “Offering”) is expected to close on August 19, 2026, subject to customary closing conditions. Copies of the press releases announcing the offering and pricing of the Notes are attached hereto as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The Company intends to use the net proceeds from the sale of the Notes in the Offering 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. The redemption is conditioned on the consummation of the Offering or an alternative debt financing in an aggregate principal amount of at least $500 million on terms and conditions acceptable to the Company in its sole and absolute discretion. 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.

This Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The offer and sale of the Notes will not be and have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable securities laws of any state or other jurisdiction.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
 No. 		    Description
99.1    Press Release dated August 5, 2026 announcing the offering of the Notes
99.2    Press Release dated August 5, 2026 announcing the upsizing and pricing of the Notes
104    Cover Page Interactive Data File (formatted as inline XBRL and embedded within the document)

 

- 2 -

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 5, 2026     By:  

/s/ Bradford R. Turner

      Bradford R. Turner
      Chief Legal and Administrative Officer and Corporate Secretary

Exhibit 99.1

 

LOGO

Newell Brands Announces Offering of $500 Million of Senior Notes

August 5, 2026

ATLANTA—(BUSINESS WIRE)—August 5, 2026—Newell Brands (NASDAQ: NWL) today announced that it is planning to offer $500 million aggregate principal amount of senior unsecured notes due 2031 (the “Notes”) in a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Offering is subject to market and other conditions and there is no assurance that the Offering will be completed or, if completed, the terms on which it will be completed.

Newell Brands intends to use the net proceeds from the sale of the Notes in the Offering, along with cash on hand, to redeem in full its outstanding 6.375% senior notes due 2027 (the “2027 Notes”) and pay related fees and expenses in connection with the Offering and the redemption. Neither this press release nor anything contained herein shall constitute a notice of redemption or an offer to redeem or purchase any of the outstanding 2027 Notes.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

About Newell Brands

Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments.

Forward-Looking Statements

Some of the statements in this press release, particularly those relating to the terms and timing of the Offering and the use of proceeds therefrom are forward-looking statements within the meaning of the Federal securities laws. Actual results could differ materially from expectations expressed or implied in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations include volatility and market conditions in the debt capital markets, our ability to complete the Offering and concurrent redemption on acceptable terms or at all and the risks and uncertainties described in the company’s filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260804830191/en/

Investors:

Joanne Freiberger

SVP, Investor Relations & Chief Communications Officer

+1 (727) 947-0891

joanne.freiberger@newellco.com

Media:

Danielle Clark

Director, External Communications

+1 (404) 783-0419

danielle.clark@newellco.com

Source: Newell Brands

Exhibit 99.2

 

LOGO

Newell Brands Announces Pricing of $600 Million 6.250% Senior Notes due 2031

August 5, 2026

ATLANTA—(BUSINESS WIRE)—August 5, 2026— Newell Brands (NASDAQ: NWL) today announced the upsizing and pricing of $600 million aggregate principal amount of 6.250% senior unsecured notes due 2031 (the “Notes”) in an offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes is expected to close on August 19, 2026, subject to customary closing conditions.

Newell Brands intends to use the net proceeds from the sale of the Notes in the Offering 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. Neither this press release nor anything contained herein shall constitute a notice of redemption or an offer to redeem or purchase any of the outstanding 2027 Notes.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

About Newell Brands

Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments.

Forward-Looking Statements

Some of the statements in this press release, particularly those relating to the timing of the Offering and the use of proceeds therefrom are forward-looking statements within the meaning of the Federal securities laws. Actual results could differ materially from expectations expressed or implied in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations include volatility and market conditions in the debt capital markets, our ability to complete the Offering and contemplated redemption and the risks and uncertainties described in the company’s filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260805420852/en/

Investors:

Joanne Freiberger

SVP, Investor Relations & Chief Communications Officer

+1 (727) 947-0891

joanne.freiberger@newellco.com

Media:

Danielle Clark

Director, External Communications

+1 (404) 783-0419

danielle.clark@newellco.com

Source: Newell Brands

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents