Kristine Malkoski - Feb 17, 2023 Form 4 Insider Report for NEWELL BRANDS INC. (NWL)

Role: Segment CEO - Learning & Dev.
Signature: /s/ Raj Dave, Attorney in Fact for Kristine K. Malkoski
Stock symbol: NWL
Transactions as of: Feb 17, 2023
Transactions value $: -$62,386
Form type: 4
Date filed: 2/22/2023, 03:24 PM
Previous filing: Feb 23, 2022
Next filing: May 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NWL	Common Stock	Options Exercise	$0	+13K		$0.00	13K	Feb 17, 2023	Direct	F1
transaction	NWL	Common Stock	Tax liability	-$62.4K	-4.19K	-32.1%	$14.90	8.86K	Feb 17, 2023	Direct	F2
holding	NWL	Common Stock						10.9K	Feb 17, 2023	By Spouse
holding	NWL	Common Stock						900	Feb 17, 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NWL	Restricted Stock Units	Options Exercise	$0	-13K	-100%	$0.00^*	0	Feb 17, 2023	Common Stock	13K		Direct	F4, F5, F6
transaction	NWL	Restricted Stock Units	Award	$0	+57K		$0.00	57K	Feb 17, 2023	Common Stock	57K		Direct	F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Company's Compensation and Human Capital Committee certified the partial achievement of the pre-established performance goals resulting in the vesting of the Reporting Person's target shares. The terms of the Reporting Person's Performance-Based Restricted Stock Units ("PRSU") provided for the payout of 0% to 200% of the original grant based on the actual achievement of performance metrics related to core sales growth and cumulative free cash flow between January 1, 2020, and December 31, 2022.
F2	Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on February 17, 2023.
F3	Represents 900 shares owned in a joint account with the Reporting Person's spouse.
F4	Each PRSU represents the right to receive, following vesting, between 0% and 200% percent of one share of the Company's common stock.
F5	Each PRSU represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock based upon the achievement of pre-established performance metrics related to core sales growth and cumulative free cash flow over a three (3) year period between January 1, 2020, and December 31, 2022, and certification of such performance by the Company's Compensation and Human Capital Committee following the conclusion of the performance period.
F6	If and to the extent the relevant performance criteria are not met, the PRSU grant expires on the third anniversary of the grant date with a payout of 0%.
F7	Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
F8	The restricted stock unit vests ratably in one-third increments on the grant date's first, second, and third anniversaries, subject to the Reporting Person's continuous employment with the Company.
F9	N/A