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

Role: Segment CEO - Home & Com.
Signature: /s/ Raj Dave, Attorney-In-Fact for Michael P. McDermott
Stock symbol: NWL
Transactions as of: Feb 17, 2023
Transactions value $: -$60,658
Form type: 4
Date filed: 2/22/2023, 03:26 PM
Previous filing: Feb 23, 2022
Next filing: Jul 7, 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	-$60.7K	-4.07K	-31.21%	$14.90	8.97K	Feb 17, 2023	Direct	F2
holding	NWL	Common Stock						1.53K	Feb 17, 2023	By 401(k)	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 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 shares held by the Reporting Person in the Newell Brands Employee Savings Plan, a 401(k) plan (the "Plan"). The reported total includes a total of 493 additional shares the Reporting Person has acquired since the date of his last Form 4 report in exempt transactions through dividend reinvestment and automatic payroll deduction and purchase features of the Plan.
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 performance-based restricted stock unit 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