Form 424(b)(5) 424B5http://www.oblible.com 1 d923693d424b5.htm FORM 424(B)(5) Table of Contents CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered per Unit Offering Price Registration Fee(1) 4.875% Senior Notes due 2025 $500,000,000 99.500% $497,500,000 $64,576 (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-238122 Prospectus Supplement (To Prospectus Dated May 8, 2020) $500,000,000 $500,000,000 4.875% Notes due 2025 The notes will mature on June 1, 2025. Interest on the notes will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2020. We may redeem the notes in whole or in part at any time at the redemption prices described in this prospectus supplement. We intend to use the net proceeds of the offering of the notes for general corporate purposes, which may include the repayment of outstanding borrowings. See “Use of Proceeds.” We may redeem the notes in whole or in part at our option and from time to time at the applicable redemption prices described under “Description of the Notes—Optional Redemption.” If a change of control triggering event as described herein occurs with respect to the notes, the holders of the notes may require us to purchase all or a portion of such holder’s notes at a price equal to 101% of the principal amount, plus accrued interest, if any. See “Description of the Notes—Change of Control Offer.” The notes will be senior unsecured obligations of Newell Brands and will rank equally in right of payment with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Investing in the notes involves risks that are described or referenced in the “Risk Factors” section on page S-14 of this prospectus supplement. https://www.sec.gov/Archives/edgar/data/814453/000119312520148801/d923693d424b5.htm[5/22/2020 8:56:57 AM] Form 424(b)(5) http://www.oblible.com Per Note Total Public Offering Price 99.500% $497,500,000 Underwriting Discount and Commissions 0.900% $ 4,500,000 Proceeds, Before Expenses, to Us 98.600% $493,000,000 The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from May 26, 2020. The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The underwriters expect to deliver the notes through the facilities of The Depository Trust Company and its participants including Clearstream and the Euroclear system, against payment in New York, New York on or about May 26, 2020. Joint Book-Running Managers J.P. Morgan Goldman Sachs & Co. LLC Credit Suisse Barclays BofA Securities May 20, 2020 Table of Contents TABLE OF CONTENTS Page Prospectus Supplement About this Prospectus Supplement S-ii Incorporation by Reference S-iii Forward-Looking Statements S-iv Summary S-1 Risk Factors S-14 Use of Proceeds S-19 Capitalization S-20 Description of the Notes S-22 Certain Material U.S. Federal Income Tax Considerations S-31 Certain ERISA and Related Considerations S-36 Underwriting S-39 Legal Matters S-44 Experts S-44 Prospectus Page Newell Brands Inc. 1 Forward-Looking Statements 1 Where You Can Find More Information 3 Risk Factors 4 Use of Proceeds 4 Description of Debt Securities 5 Description of Capital Stock 16 Description of Rights 20 Description of Warrants 21 Description of Stock Purchase Contracts and Stock Purchase Units 22 Material U.S. Federal Income Tax Consequences 23 Plan of Distribution 23 Legal Matters 25 https://www.sec.gov/Archives/edgar/data/814453/000119312520148801/d923693d424b5.htm[5/22/2020 8:56:57 AM] Form 424(b)(5) Experts 25 S-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus contain information about Newell Brands Inc. and about the notes. They also refer to information contained in other documents filed by us with the SEC and incorporated into this prospectus supplement by reference. References to this prospectus supplement or the accompanying prospectus also include the information contained in such other documents. To the extent that information appearing in a later filed document is inconsistent with prior information, the later statement will control. If this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference into this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents. In this prospectus supplement, unless otherwise indicated, references to “Newell Brands,” “Company,” “Newell,” “we,” “us,” and “our” refer to Newell Brands Inc. and its subsidiaries. If we use a capitalized term in this prospectus supplement and do not define the term, it is defined in the accompanying prospectus. S-ii Table of Contents INCORPORATION BY REFERENCE The SEC allows us to “incorporate by reference” into this prospectus supplement and the accompanying prospectus the information we file with it, which means that we can disclose important information to you by referring you to documents filed with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus supplement or the accompanying prospectus and information incorporated by reference into this prospectus supplement or the accompanying prospectus, you should rely on the information contained in this prospectus supplement or the accompanying prospectus, unless the information incorporated by reference was filed after the date of this prospectus supplement or the accompanying prospectus. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any portions of such filings that are furnished rather than filed under applicable SEC rules) until our offering is completed: 1. Our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”) filed with the SEC on March 2, 2020. 2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”) filed with the SEC on May 1, 2020. 3. The portions of our definitive Proxy Statement on Schedule 14A filed with the SEC on March 26, 2020 and incorporated by reference into our Annual Report on Form 10-K. 4 Our Current Reports on Form 8-K filed with the SEC on January 17, 2020, February 10, 2020, as amended, February 14, 2020 (Item 8.01 only), February 20, 2020 and May 13, 2020. You may request a copy of these filings at no cost by writing to or telephoning us at the following addresses: Newell Brands Inc. 6655 Peachtree Dunwoody Road Atlanta, Georgia 30328 Telephone: 1-770-418-7000 Email: [email protected] Attention: Office of Investor Relations S-iii https://www.sec.gov/Archives/edgar/data/814453/000119312520148801/d923693d424b5.htm[5/22/2020 8:56:57 AM] Form 424(b)(5) Table of Contents FORWARD-LOOKING STATEMENTS We have made statements in this prospectus supplement and the accompanying prospectus and in the documents incorporated by reference herein and therein that are not historical in nature and constitute forward-looking statements in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to, but are not limited to, information or assumptions about the duration and impact of the COVID-19 pandemic, effects of sales (including pricing), income/(loss), return on invested capital, operating income, operating margin or gross margin improvements or declines, capital and other expenditures, working capital, cash flow, dividends, capital structure, debt to capitalization ratios, debt ratings, availability of financing, interest rates, restructuring and other project-related costs, impairment and other charges, potential losses on divestitures, impacts of changes in accounting standards, pending legal proceedings and claims (including environmental matters), future economic performance, costs and cost savings, inflation or deflation with respect to raw materials and sourced products, productivity and streamlining, synergies, changes in foreign exchange rates, product recalls, expected benefits and financial results from recently completed acquisitions and planned acquisitions and divestitures, and management’s plans, projections and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking statements.