NEWELL BRANDS INC. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWELL BRANDS INC. (NWL)
CIK: 0000814453
Period of Report: 2021-02-16

Reporting Person: Hurd Laurel (Pres., Learning & Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	6863	—	Acquired	44650.3063	Direct
2021-02-16	Common Stock	F	2177	$24.19	Disposed	42473.3063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Restricted Stock Units	$	M	6863	Disposed		Common Stock (6863.0)	Direct
2021-02-16	Restricted Stock Units	$	A	10041	Acquired		Common Stock (10041.0)	Direct
2021-02-16	Stock Option (Right to Buy)	$23.79	A	75308	Acquired	2031-02-16	Common Stock (75308.0)	Direct

Footnotes

F1: This total includes a total of 483.3063 shares acquired by the Reporting Person in exempt transactions through dividend reinvestment features of the Reporting Person's brokerage accounts, including 62.187 shares acquired through a joint account with the Reporting Person's spouse.

F2: 4,062.187 shares of this total are shares jointly owned with the Reporting Person's spouse.

F3: Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on Friday, February 12, 2021.

F4: Restricted stock units convert into shares of the Company's common stock on a one-for-one basis.

F5: Represents the vesting of the third and final tranche of restricted stock units granted to the Reporting Person on February 14, 2018. The grant vested ratably in one-third increments on the first, second and third anniversaries of the award date, pursuant to the terms of the grant agreement.

F6: N/A

F7: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

F8: The entire award will vest on the third anniversary of the grant date, subject to the reporting person's continuous employment with the Company. The terms of the grant agreement between the reporting person and the Company also provide for full and/or partial vesting of the award in the event of the reporting person's death, disability or retirement during the vesting period.

F9: The option vests ratably in one-third increments on the first, second and third anniversaries of the grant date.