Item 8.01. Other Events.

On May 20, 2020, Newell Brands Inc. (the "Company") and J.P. Morgan Securities LLC, as representative of the underwriters named therein, entered into an Underwriting Agreement (the "Underwriting Agreement") with respect to the offering and sale of $500,000,000 of aggregate principal amount of 4.875% notes due 2025 (the "Notes") under the Company's Registration Statement on Form S-3 (Registration No. 333-238122). The offering and sale closed on May 26, 2020. The purchase price paid by the underwriters was 98.6% of the aggregate principal amount of the Notes. The Notes were issued pursuant to an Indenture, dated as of November 19, 2014, between the Company (formerly known as "Newell Rubbermaid Inc.") and U.S. Bank National Association, as trustee.

Copies of the Underwriting Agreement and the form of the Notes are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits

 Exhibit
   No.                                       Description

   1.1             Underwriting Agreement, dated May 20, 2020, by and among the
                 Company and J.P. Morgan Securities LLC, as representative of the
                 several underwriters named therein

   4.1             Form of 4.875% note due 2025

   5.1             Opinion of Jones Day

   104           Cover Page Interactive Data File (formatted as inline XBRL)


                                       2

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