SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Malkoski Kristine Kay (Last) (First) (Middle) C/O NEWELL BRANDS INC. 6655 PEACHTREE DUNWOODY ROAD (Street) ATLANTA GA 30328 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEWELL BRANDS INC. [ NWL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Segment CEO - Learning & Dev.
	3. Date of Earliest Transaction (Month/Day/Year) 02/16/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/16/2024		M		7,114(1)	A	$0	16,745	D
Common Stock	02/16/2024		F		2,500	D	$7.67(2)	14,245	D
Common Stock	02/16/2024		M		8,539	A	$0	22,784	D
Common Stock	02/16/2024		F		2,549	D	$7.67(2)	20,235	D
Common Stock	02/17/2024		M		19,015	A	$0	39,250	D
Common Stock	02/16/2024		F		5,675	D	$7.67(2)	33,575	D
Common Stock								11,750(3)	I	Joint with Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	02/16/2024		M			7,114	(5)	(6)	Common Stock	7,114	$0	0	D
Restricted Stock Units	(7)	02/16/2024		M			8,539	(8)	(9)	Common Stock	8,539	$0	0	D
Restricted Stock Units	(7)	02/17/2024		M			19,015	(8)	(9)	Common Stock	19,015	$0	0	D
Restricted Stock Units	(7)	02/16/2024		A		91,264		(8)	(9)	Common Stock	91,264	$0	91,264	D

Explanation of Responses:

1. 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, 2021, and December 31, 2023.

2. The withholding of shares to cover taxes on the vesting was calculated on the Company's closing stock price on February 16, 2024.

3. Represents 11,750 owned in a joint account with Reporting Person's spouse.

4. Each PRSU represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock.

5. 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.

6. If and to the extent the relevant performance criteria are not met, the PRSU grant expires on the third anniversary of the grant date with a payout of 0%.

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

8. 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.

9. N/A

Remarks:

	/s/ Bradford R. Turner, Attorney in fact for Kristine Malkoski	02/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.