Newell Brands reports $81 million net loss for Q3 2026

Cover page 5 changes

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For the Quarterly Period Ended June September 30, 2026

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5 Concourse Parkway NE, 8th 8 th Floor,

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(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code) ( 770 ) 418-7000

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Number of shares of common stock outstanding (net of treasury shares) as of July 27, October 26, 2026: 425.9 426.0 million.

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Financial statements 151 changes

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June 30, Six Months Ended

Net sales $ 1,994 $ 1,935 $ 3,543 $ 3,501

Cost of products sold 1,182 1,250 2,218 2,313

Gross profit 812 685 1,325 1,188

Selling, general and administrative expenses 519 508 991 979

Restructuring costs, net 10 6 17 17

Operating income 283 171 317 192

September 30, Nine Months Ended

Net sales $ 1,873 $ 1,806 $ 5,416 $ 5,307

Cost of products sold 1,224 1,190 3,442 3,503

Gross profit 649 616 1,974 1,804

Selling, general and administrative expenses 508 492 1,499 1,471

Restructuring costs, net 13 5 30 22

Impairment of goodwill, intangibles and other assets 101 — 101 —

Operating income 27 119 344 311

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Interest expense, net 87 82 171 154

Loss on extinguishment and modification of debt — 13 — 13

Other expense, net 1 5 12 9

Income before income taxes 195 71 134 16

Income tax provision 89 25 61 7

Net income $ 106 $ 46 $ 73 $ 9

Interest expense, net 86 83 257 237

Loss on extinguishment of debt 16 — 16 13

Other (income) expense, net 17 ( 6 ) 29 3

Income (loss) before income taxes ( 92 ) 42 42 58

Income tax provision (benefit) ( 11 ) 21 50 28

Net income (loss) $ ( 81 ) $ 21 $ ( 8 ) $ 30

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Basic 425.2 417.8 423.4 417.3

Diluted 430.2 420.9 430.0 421.8

Basic $ 0.25 $ 0.11 $ 0.17 $ 0.02

Diluted $ 0.25 $ 0.11 $ 0.17 $ 0.02

Basic 425.9 419.1 424.2 417.9

Diluted 425.9 423.5 424.2 422.4

Earnings (loss) per share:

Basic $ ( 0.19 ) $ 0.05 $ ( 0.02 ) $ 0.07

Diluted $ ( 0.19 ) $ 0.05 $ ( 0.02 ) $ 0.07

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June 30, Six Months Ended

Net income $ 106 $ 46 $ 73 $ 9

September 30, Nine Months Ended

Net income (loss) $ ( 81 ) $ 21 $ ( 8 ) $ 30

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Foreign currency translation adjustments 7 ( 17 ) 16 ( 18 )

Pension and postretirement costs 6 ( 2 ) 9 1

Derivative financial instruments 2 ( 11 ) 6 ( 16 )

Total comprehensive income (loss) $ 121 $ 16 $ 104 $ ( 24 )

Foreign currency translation adjustments 1 1 17 ( 17 )

Pension and postretirement costs 13 1 22 2

Derivative financial instruments ( 1 ) 4 5 ( 12 )

Total other comprehensive income (loss), net of tax 15 ( 30 ) 31 13 6 44 ( 33 27 )

Total comprehensive income (loss) $ ( 68 ) $ 27 $ 36 $ 3

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Accounts receivable, net 1,025 987

Other assets 779 785

Total assets $ 11,061 $ 10,715

Cash and cash equivalents $ 209 249 $ 203

Accounts receivable, net 980 987

Inventories 1,491 1,596 1,281

Prepaid expenses and other current assets 483 529 237

Total current assets 3,208 3,354 2,708

Property, plant and equipment, net 1,175 1,156 1,209

Operating lease assets 448 437 453

Goodwill 3,086 3,082 3,101

Other intangible assets, net 1,578 1,453 1,634

Deferred income taxes 787 792 825

Other assets 654 785

Total assets $ 10,928 $ 10,715

Accounts payable $ 1,054 1,121 $ 931

Other accrued liabilities 1,364 1,518 1,464

Short-term debt and current portion of long-term debt 470 — 130

Total current liabilities 2,888 2,639 2,525

Long-term debt 4,536 4,841 4,543

Deferred income taxes 31 7 50

Operating lease liabilities 422 411 433

Other noncurrent liabilities 733 666 773

Total liabilities 8,610 8,564 8,324

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Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at June September 30, 2026 and December 31, 2025)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 457.3 458.2 shares and 447.1 shares issued at June September 30, 2026 and December 31, 2025, respectively)

Treasury stock, at cost ( 31.9 32.2 shares and 27.9 shares at June September 30, 2026 and December 31, 2025, respectively)

Additional paid-in capital 6,769 6,751 6,805

Retained deficit ( 3,154 3,235 ) ( 3,227 )

Accumulated other comprehensive loss ( 959 946 ) ( 990 )

Total stockholders' equity 2,451 2,364 2,391

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and 71 more changes in the filing

Notes to the financial statements 254 changes

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Management's application of U.S. GAAP in preparing the Company's condensed consolidated financial statements requires the pervasive use of estimates and assumptions. The Company continues to be impacted by inflationary pressures, soft uncertain macroeconomic conditions, including uneven global consumer demand and evolving consumer purchasing behavior, inflationary pressures, major retailers' focus on tight control over their management of inventory levels, fluctuating interest rates, and indirect macroeconomic impacts impact from geopolitical conflicts as well as the effects of existing and potential changes in global trade policies, including tariffs and related retaliatory measures.

Despite the U.S. Supreme Court's invalidation of tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"), the Company continues to operate in a highly uncertain trade environment. Uncertainty persists regarding the potential long-term replacement of IEEPA tariffs and the scope, rates and duration of any such replacement existing and potential additional U.S. tariffs, generally, as well as including tariffs imposed under authorities other than IEEPA; the risk outcome and implementation of ongoing trade negotiations; the availability and duration of product-specific tariff exclusions; retaliatory actions measures by other countries and the potential for further escalation; and the evolving legal landscape. In addition, the Company continues to experience increases in resin and transportation costs, driven largely by higher oil prices in light of the ongoing conflict in the Middle East. The Company continues to consider mitigating actions to offset the impact of tariff exposure and inflation, including oil price volatility, which include pricing, productivity initiatives, sourcing diversification and in some cases relocation of manufacturing. These collective macroeconomic trends, the duration or severity of which are highly uncertain and some of which, such as the price of oil, are more volatile than others, are still changing the retail and consumer landscape and continue to negatively impact the Company's operating results, cash flows and financial condition, and are to some degree expected to persist into the remainder of the year.

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The Company's stock price has increased since its most recent annual impairment test, but the Company's market capitalization still remains remained less than its consolidated stockholders' equity at September 30, 2026. As previously disclosed by the Company, the goodwill related to the Company's Commercial reporting unit and certain indefinite-lived tradenames in its H&CS and L&D segments have fair values within 10 % of their associated carrying values based on the most recent annual impairment test performed in the fourth quarter of fiscal year 2025. If there are further declines in macroeconomic conditions, or industry and market conditions that may impact the current and forecasted financial performance of each reporting unit, or if the Company experiences a significant sustained decline in the Company's share price, the Company may need to record non-cash impairment charges, which could be material, in future periods.

During the third quarter of 2026, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Commercial reporting unit, as well as the goodwill associated with the Commercial reporting unit, in the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed quantitative impairment tests and determined that the indefinite-lived tradename in the H&CS segment was impaired, while the Commercial reporting unit goodwill was not impaired. During the three and nine months ended September 30, 2026, the Company recorded a non-cash impairment charge of $ 101 million, as the carrying value of the tradename exceeded its fair value. See Footnote 6 for further information.

Sales of the Company's products tend to be seasonal, with sales, operating income and operating cash flow in the first quarter generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the first quarter. The seasonality of the Company's sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, personnel costs and interest expense, impacts the Company's results on a quarterly basis. Also, the Company typically tends to generate the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers. In addition, uncertainty still remains over the volatility and direction of future consumer and customer demand patterns, as well as inflationary pressures inclusive of the impact of tariffs. Accordingly, the Company's results of operations and cash flows for the three and six nine months ended June September 30, 2026 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2026.

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Three Months Ended June 30, Six Months Ended June 30,

Proceeds received $ 803 $ 753 $ 1,369 $ 1,340

Three Months Ended June 30, Six Months Ended June 30,

Proceeds received $ 271 $ 295 $ 504 $ 543

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the "Customer Receivables Purchase Agreement"). On September 2, 2026, the Company and the financial institution amended the Customer Receivables Purchase Agreement, effective September 14, 2026, to reduce the purchase limit for eligible accounts receivable from $ 700 million to $ 625 million and granted the financial institution a first-priority lien in and the right of set-off against certain accounts receivables to the extent not sold under the Customer Receivables Purchase Agreement (as further described therein). The amendment also reduced the effective funding rate associated with the sold customer receivables.

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the "Customer Receivables Purchase Agreement") up to $ 700 million of eligible accounts receivable. During the six nine months ended June September 30, 2026 and 2025, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement. The following table sets forth proceeds and amount collected from customers and remitted to the financial institution (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

Proceeds received $ 715 $ 798 $ 2,084 $ 2,138

Collected from customers and remitted to financial institution 242 269 492 549 790 870 2,050 2,030

Outstanding receivables sold under the Customer Receivables Purchase Agreement at June September 30, 2026 and December 31, 2025 were approximately $ 370 300 million and $ 270 million, respectively.

In addition, the Company, through a wholly-owned special purpose entity ("SPE"), has a three-year factoring agreement with a financial institution to sell certain customer receivables up to $ 225 million, between February and April of each year, and up to $ 275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the "Receivables Facility"). Under the Receivables Facility, certain of the Company's subsidiaries continuously sell their accounts receivables, originated in the U.S., to the SPE, which then sells the receivables to the financial institution. The SPE is a variable interest entity for which the Company is considered to be the primary beneficiary. The SPE's sole business consists of the purchase of receivables from certain subsidiaries of the Company and the subsequent transfer of such receivables to the financial institution. Although the SPE is included in the Company's condensed consolidated financial statements, it is a separate legal entity with separate creditors. The assets of the SPE are not available to pay creditors of the Company or its subsidiaries. The fair value of these servicing arrangements as well as the fees earned was were immaterial. During the six months ended June 30, 2026 and 2025, the Company factored receivables pursuant to the Receivables Facility. The following table sets forth proceeds and amount collected from customers and remitted to the financial institution (in millions):

Effective October 2, 2026, the Company renewed and amended its Receivables Facility, as further discussed in Footnote 15.

During the nine months ended September 30, 2026 and 2025, the Company factored receivables pursuant to the Receivables Facility. The following table sets forth proceeds and amount collected from customers and remitted to the financial institution (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

Proceeds received $ 319 $ 303 $ 823 $ 846

Collected from customers and remitted to financial institution 720 620 1,260 1,160 323 315 815 864

Outstanding receivables sold under the Receivables Facility at June September 30, 2026 and December 31, 2025 were approximately $ 140 135 million and $ 125 million, respectively.

Generally, for a receivable to be eligible under either program, the Company must have fulfilled its performance obligations and be contractually entitled to payment for such, based on a valid receivable that is not past due at the time of factoring the underlying receivable. The Company accounts for receivables sold to the financial institutions under both factoring agreements as a sale of financial assets and derecognizes the trade receivables from the Company's Condensed Consolidated Balance Sheets. The Company classifies the proceeds received from the sales of accounts receivable to the financial institutions as an operating cash flow and collections of accounts receivables not yet remitted to the financial institutions as financing cash flow in the Condensed Consolidated Statements of Cash Flows, and such collections are classified as restricted cash (included in prepaid expenses and other current assets) on the Company's Condensed Consolidated Balance Sheets. Restricted cash related to both programs was $ 24 26 million and $ 17 million at June September 30, 2026 and December 31, 2025, respectively. The Company records the discounts as other (income) expense, net in the Condensed Consolidated Statements of Operations.

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The following table sets forth the outstanding payment obligations due to the third-party vendor and activities related to the suppliers who participated in the SF Program (in millions):

Balance at December 31, 2025

Invoices participating in the SF Program 23

Invoices paid to the third-party vendor ( 27 )

Balance at June 30, 2026

The Company and its suppliers agree on contractual terms for the goods and services procured, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the SF Program. The suppliers sell goods or services, as applicable, to the Company and issue the associated invoices to the Company based on the agreed-upon contractual terms. Suppliers that participate in the SF Program, at their sole discretion, determine which invoices, if any, they want to sell to the third-party vendor. The suppliers' voluntary inclusion of invoices in the SF Program does not change the Company's existing contractual terms with its suppliers. The Company does not provide any guarantees or collateral under the SF Program, nor does it have any economic interest in a supplier's decision to participate in the SF Program. Supplier payment terms for those participating in the SF Program averaged approximately 119 days. Amounts due to suppliers participating in the SF Program are included in accounts payable in the Condensed Consolidated Balance Sheets and amounts paid to suppliers participating in the SF Program are classified as operating cash flows in the Condensed Consolidated Statement of Cash Flows. Supplier payment terms for those The value of invoices participating in the SF Program averaged approximately 119 days. and payments made to the third-party vendor under the SF Program during the third quarter of 2026 were both not material. Outstanding payment obligations due to the third-party vendor under the SF Program were not material at September 30, 2026 and December 31, 2025.

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The Company's financial instruments include cash and cash equivalents, accounts receivable, investment securities, accounts payable, derivative instruments and short and long-term debt. The carrying values for current financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short maturity of such instruments. For publicly traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1 of the fair value hierarchy. The fair value of such investments was $ 114 217 million and $ 81 million at June September 30, 2026 and December 31, 2025, respectively. The fair values of As disclosed in the Company's long-term debt most recent Annual Report on Form 10-K, filed on February 13, 2026, in 2025 the Company approved resolutions to terminate certain of its supplemental executive retirement plans ("SERPs"), which provide nonqualified defined- benefit-style retirement benefits to certain senior executives, and derivative instruments are disclosed authorized qualified distributions under such plans. In Footnote 8 connection with the termination, the Company surrendered certain company-owned life insurance policies and Footnote 9 , respectively. received cash surrender proceeds of approximately $ 105 million, which were subsequently invested in money market funds during the Company's nonfinancial assets, third quarter of 2026, which are measured at fair value on a nonrecurring basis, include property, plant and equipment, goodwill, intangible assets were classified as prepaid expenses and certain other current assets in addition, the Condensed Consolidated Balance Sheets. The Company adjusts its pension asset values plans to fair value on an annual basis. liquidate such money market funds in anticipation of settling the related benefit obligations through lump-sum payments made to participants in the fourth quarter of 2026.

The fair values of the Company's long-term debt and derivative instruments are disclosed in Footnotes 8 and 9 , respectively. The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include property, plant and equipment, goodwill, intangible assets and certain other assets. Refer to Footnote 6 for information regarding the fair values of goodwill and intangible assets. In addition, the Company adjusts its pension asset values to fair value on an annual basis.

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The following table displays the changes in Accumulated Other Comprehensive Income (Loss) ("AOCL") by component, net of tax, for the six nine months ended June September 30, 2026 (in millions):

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Balance at June 30, 2026 $ ( 767 ) $ ( 186 ) $ ( 6 ) $ ( 959 )

Net current period other comprehensive income 16 9 6 31 17 22 5 44

Balance at September 30, 2026 $ ( 766 ) $ ( 173 ) $ ( 7 ) $ ( 946 )

(a) Includes income tax provision (benefit) allocated to AOCL as follows $ 14 19 million, $ 1 ) 3 million, $ 1 million and $ 14 23 million, respectively.

(b) Income tax provision (benefit) for both the three and six nine months ended June September 30, 2026 and 2025 were not material. Pension and postretirement costs presented are primarily classified in other (income) expense, net within the Condensed Consolidated Statements of Operations. Refer to Footnote 9 for the statements of operations classifications of the Company's various types of derivative financial instruments.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the three and six nine months ended June September 30, 2026 and 2025 were not material for any of the periods presented.

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Building on the Company's turnaround strategy, the Company announced a global productivity plan (the "Productivity Plan") in December 2025 to further simplify processes, streamline overhead and redirect resources to the higher-value activities. As part of the Productivity Plan, the Company will reduce its global workforce by over 900 employees primarily within professional and clerical functions, with limited impact on manufacturing or supply chain operations. Professional and clerical employee separations in the U.S. were mostly executed by the end of 2025, with international actions expected to occur in 2026, subject to applicable local law and consultation requirements. In addition, the Company closed approximately 20 Yankee Candle stores in the U.S. and Canada in January 2026 as part of a retail optimization initiative aligned with modern consumer shopping behaviors and the Company's multi-channel strategy. The Company expects to record $ 75 million to $ 90 million of restructuring and restructuring-related charges in connection with the Productivity Plan, primarily for severance and associated costs, with most of the charges to be recognized by the end of 2026.

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Restructuring costs $ 9 $ 15 $ 50

Total $ 10 $ 16 $ 56

Ended Six Nine Months Ended Incurred since inception

Restructuring costs $ 13 $ 28 $ 63

Restructuring-related costs 1 1 6 2 7

Total $ 14 $ 30 $ 70

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June 30, Six Months Ended

Restructuring costs $ 1 $ 6 $ 2 $ 17

Restructuring-related costs — 6 1 20

Total $ 1 $ 12 $ 3 $ 37

September 30, Nine Months Ended

Restructuring costs $ — $ 5 $ 2 $ 22

Restructuring-related costs 2 3 3 23

Total $ 2 $ 8 $ 5 $ 45

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June 30, Six Months Ended

Learning and Development 1 — 2 1

September 30, Nine Months Ended

Home and Commercial Solutions $ 2 3 $ 1 — $ 4 7 $ 2

Learning and Development 7 2 9 3

Outdoor and Recreation 1 1 1 2 3

Accrued restructuring costs related to all restructuring activities for the six nine months ended June September 30, 2026 were as follows (in millions):

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Balance at June 30, 2026 $ 20

Restructuring costs, net 17 30

Balance at September 30, 2026 $ 24

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June September 30, 2026 December 31, 2025

Raw materials and supplies $ 194 199 $ 165

Work-in-process 148 150 159

Finished products 1,149 1,247 957

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June September 30, 2026 December 31, 2025

Buildings and improvements 544 558 543

Machinery and equipment 1,666 1,689 1,642

Less: Accumulated depreciation ( 1,102 1,158 ) ( 1,044 )

Depreciation expense was $ 45 million and $ 47 million for each of the three months ended June September 30, 2026 and 2025, respectively, and $ 93 138 million and $ 90 137 million for the six nine months ended June September 30, 2026 and 2025, respectively.

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Goodwill activity for the six nine months ended June September 30, 2026 is as follows (in millions):

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Learning and Development 2,354 ( 15 ) 2,339 3,426 ( 1,087 )

Learning and Development 2,354 ( 19 ) 2,335 3,422 ( 1,087 )

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During the third quarter of 2026, the Company concluded that a triggering event had occurred for the goodwill associated with the Commercial reporting unit, in the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed a quantitative impairment test and concluded that the Commercial reporting unit goodwill was not impaired during the third quarter of 2026.

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June September 30, 2026 December 31, 2025

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Capitalized software 225 ( 110 ) 115 212 ( 95 ) 117

Capitalized software 226 ( 112 ) 114 212 ( 95 ) 117

Customer relationships and distributor channels 1,014 ( 422 433 ) 592 581 1,013 ( 400 ) 613

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and 174 more changes in the filing

Forward-looking statements 222 changes

This report contains Forward-looking statements within in this Report are made pursuant to the meaning safe harbor provisions of the federal Private Securities law. Litigation Reform Act of 1995. These statements generally can be identified by the use of words such as "intend," "anticipate," "believe," "estimate," "project," "target," "plan," "expect," "setting up," "beginning to," "will," "should," "would," "could," "resume," "are confident that," "remain optimistic that," "seek to," or similar statements. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to:

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• the Company's ability to improve productivity, reduce complexity and streamline operations, including but not limited to successful implementation of Enterprise Resource Planning System consolidation and other technology and operational simplification projects;

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• the impact on the Company's operations and financial condition resulting from the current global macroeconomic environment, including the impact of tariffs imposed by the U.S. and retaliatory tariffs imposed by foreign countries, and the Company's ability to effectively execute its mitigation plans, including securing receipt of tariff refunds and defending related litigation;

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Execution of the Company's strategy continues amid a dynamic operating environment, including shifting consumer preferences, heightened competitive intensity, changes in retailer inventory and promotional behavior, increased adoption of digital and artificial intelligence‑enabled tools, macroeconomic and geopolitical volatility, cumulative inflationary pressures on consumers, rising oil and other raw material prices, tariffs imposed by the U.S. in 2025 and early 2026 as well as other countries' related retaliatory actions, and an evolving regulatory landscape. The Company continues to deploy mitigation actions, including pricing optimization, productivity initiatives and strategic manufacturing relocations, where appropriate.

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The Company paid approximately $120 million and $20 million of IEEPA Tariffs during 2025 and 2026, respectively. The Company evaluated the probability and recoverability of IEEPA Tariffs previously paid and concluded that recovery was probable. Accordingly, during the second quarter of 2026, the Company recorded a receivable for the amounts previously paid, representing its best estimate of the expected refund for IEEPA Tariffs, with a corresponding reduction primarily to cost of products sold. During the second quarter of 2026, the Company recorded a pretax benefit of approximately $100 million related to IEEPA Tariffs expensed in the Company's Condensed Consolidated Statement of Operations in 2025 and a $38 million pretax benefit related to IEEPA Tariffs expensed in the Company's Condensed Consolidated Statement of Operations for the six months ended June 30, 2026 (including $26 million expensed during the first quarter of 2026).The aggregate IEEPA Tariffs receivable and an immaterial amount of interest, were recorded within prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet as of June 30, 2026. See Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

On February 20, 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act ("IEEPA") does not authorize the imposition of tariffs, invalidating tariffs imposed under that statute in 2025 and early 2026 (the "IEEPA Tariffs"). The ruling, however, did not address the availability, timing or mechanics of potential refunds. On March 4, 2026, the U.S. Court of International Trade (the "CIT") directed U.S. Customs and Border Protection (the "CBP") to facilitate refunds of IEEPA Tariffs. Subsequently, CBP commenced development of a process to facilitate the refund refunds of previously paid IEEPA Tariffs, including applicable interest. Since the invalidation of the IEEPA Tariffs, the U.S. presidential administration has imposed additional new tariffs affecting the Company on a temporary basis under Section 122 of the Trade Act of 1974 and on a long-term basis under Section 301 of the Trade Act of 1974, and has also proposed the imposition of additional tariffs under Section 301. The Company paid approximately $120 million and $20 million of IEEPA Tariffs during 2025 and 2026, respectively. During the second quarter of 2026, the Company recorded a receivable for the aggregate amount of IEEPA Tariffs paid and an immaterial amount of related interest. During the three months ended September 30, 2026, the Company received approximately $107 million of IEEPA Tariff refund payments and an immaterial amount of related interest.

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The Company continues to operate in a highly uncertain trade environment. Uncertainty remains persists regarding the potential long-term replacement of the IEEPA Tariffs and the scope, rates and duration of any such replacement tariffs existing and other potential additional U.S. tariffs, as well as including tariffs imposed under authorities other than IEEPA; the risk outcome and implementation of ongoing trade negotiations; the availability and duration of product-specific tariff exclusions; retaliatory actions measures by other countries and the potential for further escalation; and the evolving legal landscape. Changes in trade policy, related legal challenges and geopolitical responses could adversely affect the Company's costs, supply chain, operating results and financial condition.

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On July 30, 2026, the "Closing Date"), the Company, Newell Brands Ireland Services DAC, as a subsidiary borrower, and certain domestic and foreign subsidiary guarantors, entered into a five-year asset-based revolving facility (the "New "ABL Credit Facility") with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent, pursuant to an ABL credit agreement governing the New ABL Credit Facility (the "New ABL Credit Agreement"). The New ABL Credit Agreement that provides for the New ABL Credit Facility in the amount borrowings of up to $800 million, subject to a borrowing base comprised of, without limitation, qualified cash, accounts receivable, inventory, equipment and intellectual property, pursuant to an ABL credit agreement governing the New ABL Credit Facility (the "ABL Credit Agreement"). The ABL Credit Agreement also includes an uncommitted accordion feature whereby the Company can request certain lenders to increase commitments under the New ABL Credit Facility by an aggregate amount not to exceed $500 million subject to certain conditions. Borrowings under the New ABL Credit Agreement may be used for working capital needs and other general corporate purposes, including, on the Closing Date, the repayment and replacement of the Credit Revolver (defined hereafter). On the Closing Date, the Company incurred $490 million of borrowings and used $490 million of such borrowings under the New ABL Credit Agreement to repay borrowings under and refinance and replace the Credit Revolver. See Footnotes 8 and 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Debt Issuance and Redemption

In August 2026, the Company completed the offering and sale of $600 million of 6.250% senior notes due 2031 (the "2031 Notes") and received proceeds of approximately $592 million, net of fees and expenses paid. The Company used the proceeds of the offering to fully redeem its outstanding 6.375% senior notes due 2027 (the "2027 Notes") at a redemption price equal to 101.530% of the outstanding aggregate principal amount of the notes. The total consideration was approximately $508 million. The Company also paid accrued and unpaid interest to, but not including, the redemption date.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on the ABL Credit facility and on debt issuance and redemption.

Amendments to Accounts Receivable Facilities

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the "Customer Receivables Purchase Agreement"). On September 2, 2026, the Company and the financial institution amended the Customer Receivables Purchase Agreement to reduce the purchase limit for eligible accounts receivable from $700 million to $625 million and granted the financial institution a first-priority lien and the right of set-off (as defined in the agreement). The amendment became effective September 14, 2026.

On October 2, 2026, the Company renewed and amended its three-year factoring agreement with a financial institution to sell certain customer receivables through a wholly-owned special purpose entity of eligible accounts receivable without recourse on a revolving basis (the "Receivables Facility"). Certain terms of the Receivables Facility were also amended as part of the renewal, which included among others: the scheduled termination date was extended to October 1, 2027; the facility limit on the factored receivables outstanding was adjusted to $75 million; obligor concentration limits were increased; and the debt rating criteria were adjusted.

See Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Intangible Asset Impairment

During the third quarter of 2026, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Commercial reporting unit, in the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired. During the three and nine months ended September 30, 2026, the Company recorded a non-cash impairment charge of $101 million, as the carrying value of the tradename exceeded its fair value. See Footnotes 1 and 6 of the Notes to Unaudited Condensed Consolidated Financial Statements and Significant Accounting Policies and Estimates for additional information.

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Net sales $ 1,994 $ 1,935 $ 59 3.0%

Gross profit 812 685 127 18.5%

Gross margin 40.7 % 35.4 %

Operating income 283 171 112 65.5%

Operating margin 14.2 % 8.8 %

Interest expense, net 87 82 5 6.1%

Loss on extinguishment and modification of debt — 13 (13) (100.0)%

Other expense, net 1 5 (4) (80.0)%

Income before income taxes 195 71 124 NM

Income tax provision 89 25 64 NM

Income tax rate 45.6 % 35.2 %

Net income $ 106 $ 46 $ 60 NM

Diluted earnings per share $ 0.25 $ 0.11

Net sales for the three months ended June 30, 2026 increased approximately 3%. Net sales were favorably impacted by contributions from launches of product innovation, distribution gains and stronger demand in certain markets. These favorable factors were partially offset by soft international demand. Changes in foreign currency favorably impacted net sales by $20 million, or 1%.

Gross profit increased by approximately $127 million, or 19% compared to the prior year. Gross margin improved to 40.7% as compared with 35.4% in the prior year, reflecting the recognition of a refund of approximately $100 million and $26 million related to IEEPA Tariffs that were expensed in 2025 and the first quarter of 2026, respectively. Gross profit also benefited from an increase in net sales and gross productivity that slightly more than offset inflationary pressures.

Three Months Ended June September 30, 2026 vs. Three Months Ended June September 30, 2025 (in millions) 2026 2025 $ Change % Change

Consolidated Operating Results

Three Months Ended June September 30,

(in millions) 2026 2025 $ Change % Change

Net sales $ 1,873 $ 1,806 $ 67 3.7%

Gross profit 649 616 33 5.4%

Gross margin 34.7 % 34.1 %

Operating income 27 119 (92) (77.3)%

Operating margin 1.4 % 6.6 %

Interest expense, net 86 83 3 3.6%

Loss on extinguishment of debt 16 — 16 100.0%

Other (income) expense, net 17 (6) 23 NM

Income (loss) before income taxes (92) 42 (134) NM

Income tax provision (benefit) (11) 21 (32) NM

Income tax rate 12.0 % 50.0 %

Net income (loss) $ (81) $ 21 $ (102) NM

Diluted earnings (loss) per share $ (0.19) $ 0.05

Net sales for the three months ended September 30, 2026 increased approximately 4%. The increase was driven by higher net sales in the H&CS segment and to a lesser extent in the L&D segment, which were partially offset by a decline in the O&R segment. Net sales increased primarily due to contributions from launches of product innovation and distribution gains. Changes in foreign currency favorably impacted net sales by $8 million, or less than 1%.

Gross profit increased by approximately $33 million, or 5% compared to the prior year, primarily reflecting higher net sales in the H&CS and L&D segments and gross productivity, partially offset by inflationary pressures. Gross margin improved to 34.7% as compared with 34.1% in the prior year.

Notable items, other than those noted above, impacting operating income for the three months ended June September 30, 2026 and 2025 were as follows (in millions):

Three Months Ended June September 30,

Impairment of intangible asset (a)

Restructuring and restructuring-related costs (a) (b) (c)

Transaction costs and other (c) (d)

(a) See Footnote 3 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(b) See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(b) (c) Restructuring-related costs reported in cost of sales selling, general and administrative expense ("SG&A") for the three months ended June September 30, 2026 was $1 $3 million, primarily related to facility closures associated with previously announced but substantially completed restructuring activities. For the three months ended June September 30, 2025, restructuring-related costs reported in cost of products sold and selling, general and administrative expense SG&A were $1 million and $5 was $3 million respectively, and primarily related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

(c) (d) Transaction costs and other costs for the three months ended June September 30, 2026 primarily related to expenses for certain legal proceedings, write-off of assets not placed into service and completed divestitures. hyperinflationary currency movements. Transaction costs and other costs for the three months ended June September 30, 2025 primarily related to includes expenses for certain legal proceedings and completed divestitures, costs of a product recall, fire-related losses and hyperinflationary currency movements.

Operating income was $283 $27 million, compared to $171 $119 million in the prior year period. The improvement decrease is primarily reflects the factors that contributed due to a non-cash impairment charge of $101 million for an indefinite-lived intangible asset in the $127 H&CS segment. Operating income was favorably impacted by a $33 million increase improvement in gross profit, due to factors discussed above, and savings from restructuring actions related to the Productivity Plan, and lower consulting and other professional service costs. These favorable impacts were partially offset by a $17 $28 million increase in incentive compensation primarily due to improved performance relative to targets under the Company's Management Bonus Plan. and a $9 million increase in advertising and promotion spending to support new market entry initiatives and new product launches.

Interest expense, net increased by $5 million due to higher interest rates and lower interest income. The weighted average interest rates for the three months ended June September 30, 2026 and 2025 were approximately 6.8% 6.7% and 6.3%, 6.6%, respectively. See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

The $16 million loss on the extinguishment of debt for the three months ended September 30, 2026, relates to the redemption of the Company's 2027 Notes and the refinancing and replacement of the Company's $1.00 billion senior secured revolving credit facility maturing in August 2027 (the "Credit Revolver").

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information regarding interest expense and the loss on extinguishment of debt.

Other expense, net for three months ended June September 30, 2026 and 2025 includes the following items (in millions):

Three Months Ended September 30,

Foreign exchange losses, net $ 2 $ 1 6

Discount on factored receivables 5 6 7

Pension settlement costs 19 —

Gain from sale of investment — (12)

The income tax provision benefit for the three months ended June September 30, 2026 was $89 $11 million, compared to $25 provision of $21 million for the three months ended June September 30, 2025. The Company's effective income tax rates for the three months ended June September 30, 2026 and 2025 were 45.6% 12.0% and 35.2%, 50.0%, respectively. The income tax provision benefit for the three months ended June September 30, 2026 was impacted by certain discrete items, including a $24 million discrete tax expense, primarily attributable to benefits associated with the non-cash impairment charge, finalization of U.S. federal tax effect return and settlement of the IEEPA Tariff refund recognized during the quarter for amounts previously expensed certain pension plans in 2025. the United Kingdom. See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

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Three Months Ended June September 30,

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Net sales $ 903 $ 892 $ 11 1.2%

Operating income 49 24 25 NM

Operating margin 5.4 % 2.7 %

H&CS net sales for the three months ended June 30, 2026 increased approximately 1%, reflecting contributions from launches of product innovations, modest recovery in the Kitchen business and favorable order timing, as retailers shifted orders from first quarter to second quarter of 2026, primarily in connection with key reset events. These were largely offset by soft international demand. Changes in foreign currency also favorably impacted net sales by $18 million, or approximately 2%.

Operating income for the three months ended June 30, 2026 was $49 million as compared to $24 million in the prior year, reflecting the recording of a refund of approximately $30 million and $11 million associated with IEEPA Tariffs expensed in 2025 and the first quarter of 2026, respectively. In addition, higher advertising and promotion expense, which increased by approximately $7 million, to support product launches and inflationary pressures, more than offset benefits from productivity and savings from restructuring actions.

Net sales $ 1,012 $ 942 $ 70 7.4%

Operating income (loss) (37) 40 (77) NM

Operating margin (3.7) % 4.2 %

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and 142 more changes in the filing

Controls and procedures 2 changes

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As required by Rule 13a-15(b) of the Exchange Act, the Company's management, including the Company's CEO and CFO, have evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective as of June September 30, 2026.

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There have been no changes in the Company's internal control over financial reporting during the quarter ended June September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Unregistered sales of stock 8 changes

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The following table provides information about the Company's purchases of equity securities during the three months ended June September 30, 2026:

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May 143,491 3.84 — —

June 55,012 3.39 — —

Total 198,503 $ 3.72 —

July 235,040 $ 5.83 — $ —

August 43,398 6.20 — —

Total 278,438 $ 5.89 —

(a) Shares purchased during the three months ended June September 30, 2026 were acquired by the Company based on their fair market value on the vesting date in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock units.

Other information 1 change

None of the Company's directors and officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June September 30, 2026.

Material contracts 3 changes

10.1* Newell Brands Inc. 2026 Incentive Plan (incorporated by reference to Appendix A of the Company's Proxy Statement dated March 26, 2026, File No. 001-09608).

10.1 ABL Credit Agreement, dated as of July 30, 2026, among Newell Brands Inc., the Irish Borrower party thereto, the Subsidiary Guarantors from time to time party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 31, 2026, File No. 001-09608).

10.2 Second Amendment to Receivables Purchase Agreement, dated as of October 2, 2026, among Jarden Receivables, LLC, Newell Brands Inc., the Purchasers party thereto, the Group Agents party thereto, and the Royal Bank of Canada (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 2, 2026, File No. 001-09608).

Section 1350 certifications 3 changes

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* Represents management contracts and compensatory plans and arrangements.

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Date: October 30, 2026

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Date: October 30, 2026

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