Michael McHugh Hayes - 06 Apr 2023 Form 4 Insider Report for NEWELL BRANDS INC. (NWL)

Role: Chief Customer Officer
Signature: /s/ Raj Dave, Attorney-In-Fact for Michael M. Hayes
Issuer symbol: NWL
Transactions as of: 06 Apr 2023
Net transactions value: -$49,143
Form type: 4
Filing time: 10 Apr 2023, 16:16:12 UTC
Previous filing: 22 Feb 2023
Next filing: 07 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NWL	Common Stock	Options Exercise	$0	+13,446		$0.000000	13,446	06 Apr 2023	Direct	F1
transaction	NWL	Common Stock	Tax liability	$49,143	-4,048	-30%	$12.14	9,398	06 Apr 2023	Direct	F2
holding	NWL	Common Stock						4,490	06 Apr 2023	Joint w/Spouse

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	-13,446	-100%	$0.000000^*	0	06 Apr 2023	Common Stock	13,446		Direct	F3, F4, F5

* 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 April 6, 2023.
F3	Each PRSU represents the right to receive, following vesting, between 0% and 200% percent of one share of the Company's common stock.
F4	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.
F5	If and to the extent the relevant performance criteria are not met, the PRSU expires on the third anniversary of the grant date with a payout of 0%.