NWL US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with “Financial Statements and Supplementary Data” included in Part II, Item 8 of this Annual Report on Form 10-K and the Company’s audited Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10-K. The “Business Strategy” and “Recent Developments” sections below are brief presentations of our business and certain significant items addressed in this section or elsewhere in this Annual Report on Form 10-K. This section should be read along with the relevant portions of this Annual Report on Form 10-K for a complete discussion of the events and items summarized below. The “Results of Operations” section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Overview

Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments. The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors. The Company has three operating segments: Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).

Business Strategy

The Company is actively advancing the strategic priorities identified through its comprehensive capability assessment completed in 2023. These priorities are based on a clear set of “where to play” and “how to win” strategic choices with the goal of improving the Company’s top line, expanding margins and improving cash flows with a new operating model, critical talent upgrades and a culture redesign.

Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth. One such initiative is the organizational Realignment

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Plan, announced in 2024, which was designed to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategies the Company initiated in 2023. Actions under the Realignment Plan were implemented by the end of fiscal year 2025.

Further building on the Company’s turnaround strategy, the Company announced the Productivity Plan in December 2025. The Productivity Plan is designed to further simplify processes, streamline overhead and redirect resources to the highest-value activities. See Business in Item 1 for additional information on these initiatives.

Recent Developments

Update on Tariffs

The current U.S. presidential administration has announced and/or imposed a series of new tariffs on foreign imports into the U.S., including without limitation significant tariffs on products manufactured in China. Tariffs on imports into the U.S., most significantly from China, and any retaliatory tariffs on exports from the U.S. to other countries, have increased costs for the Company and could impact the level of trade between the U.S. and its various trading partners around the globe in general.

We believe that the Company is well-positioned to respond to the current tariff environment, primarily because the Company maintains a significant U.S. manufacturing presence of 15 production facilities and manufacturers, in the U.S. and two of its facilities in Mexico, products representing over half of the Company’s U.S. revenues that are not presently subject to the recently announced U.S. tariffs. This manufacturing presence is expected to provide a competitive advantage to the Company in certain categories where its competitors are exposed to import tariffs. The Company also has a scaled, centralized procurement team that is proficient in sourcing raw materials and finished products from over 50 countries around the world.

The Company incurred incremental cash tariff cost of approximately $174 million in 2025 due to the currently announced and imposed tariffs as well as retaliatory tariffs on U.S. exports, prior to any offsetting impact from mitigating actions. There will be a timing difference between the operating cash outflow and the recognition of cost of products sold arising from the tariffs. As a result, the Company recognized approximately $114 million of incremental costs of products sold in the Consolidated Statement of Operations in 2025. The Company continues to deploy a mitigation strategy designed to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing. At this time, it is difficult to predict the rate or duration of these tariffs, and there can be no assurance as to the extent to which the Company will be able to offset the impact through mitigation actions. Additional tariffs or further increases to the U.S. tariffs, retaliatory actions taken by other countries, or failure to effectively deploy the Company’s mitigation plans could have a significant negative impact on the Company.

Global Productivity Plan

In December 2025, the Company announced the Productivity Plan, as further described in the preceding section. 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 related costs, with most of the charges to be recognized by the end of 2026. The Company commenced separation of professional and clerical employees during December 2025 and recorded $40 million of restructuring charges for severance and other termination benefits and restructuring-related charges. See Risk Factors in Item 1A, and Footnote3 of the Notes to Consolidated Financial Statements for further information.

Indefinite-Lived Intangible Asset Impairment

During the fourth quarter of 2025, as a result of the Company’s annual impairment testing, the Company recorded an aggregate non-cash impairment charge of $340 million related to two tradenames in the H&CS segment and one in the L&D segment, as the carrying values of the tradenames exceeded their fair values. The decline in the fair values resulted primarily from a downward revision of the forecasted cash flows and an increase in the reporting unit’s discount rate, primarily due to the increased risk premium applied to enable reconciliation to the Company’s total enterprise value given the decline in the Company’s stock price since the last annual impairment test. See Critical Accounting Estimates and Footnotes 1 and 6 of the Notes to Consolidated Financial Statements for further information.

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Debt Redemption

In November 2025, the Company repaid the outstanding principal amount of its 3.900% senior notes due 2025 (the “2025 Notes”), plus accrued and unpaid interest upon maturity for total consideration of $48 million.

Debt Rating Downgrades

During the fourth quarter of 2025, Moody’s further downgraded the Company’s senior unsecured debt rating to “B2”, without any further impact to the interest rates on any of the Company’s senior notes, as the Company has reached the maximum provision on the affected bonds.

See Footnote 8 of the Notes to Consolidated Financial Statements for further information on debt redemption and debt rating downgrades.

Results of Operations

Consolidated Operating Results 2025 vs. 2024

Years Ended December 31,

(in millions, except per share data) 2025 2024 $ Change % Change

Operating margin 0.5 % 0.9 %

Loss on extinguishment and modification of debt 13 14 (1) (7.1)%

Income tax rate 5.3 % 16.9 %

Diluted loss per share $ (0.68) $ (0.52)

Net sales decreased 5% compared to the prior year. Net sales were unfavorably impacted by soft demand across all segments, primarily by our H&CS and O&R segments, net distribution losses and product line exits. These unfavorable factors were partially mitigated by launches of product innovations. Changes in foreign currency unfavorably impacted net sales by $2 million, or less than 1%.

Gross profit decreased by approximately $116 million, or approximately 5% compared to the prior year, primarily driven by our H&CS segment. Gross margin improved to 33.8% as compared with 33.6% in 2024. The improvement in gross margin was driven by gross productivity and pricing and lower restructuring-related charges of approximately $32 million, partially offset by volume impact of lower sales, additional tariffs of approximately $114 million and inflation.

Notable items, other than the aforementioned, impacting operating income for 2025 and 2024 are as follows:

Years Ended December 31,

Impairment of goodwill and intangible assets (a) $ 340 $ 345 $ (5)

Restructuring and restructuring-related (b) 90 102 (12)

Transaction costs and other (c) 39 12 27

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(a)See Footnotes 1 and 6 of the Notes to Consolidated Financial Statements for further information.

(b)Restructuring-related costs reported in cost of products sold and selling, general and administrative expenses (“SG&A”) for 2025 were $4 million and $24 million, respectively, and primarily relate to facility closures associated with the Realignment Plan and various discrete initiatives as well as previously disclosed but substantially completed restructuring activities. Restructuring-related costs reported in cost of products sold, SG&A and in impairment of goodwill, intangibles and other assets for 2024 were $36 million, $13 million and $8 million, respectively, and primarily relate to facility closures associated with previously disclosed but substantially completed restructuring activities, as well as other discrete initiatives. Restructuring costs for 2025 and 2024 were $62 million and $45 million, respectively. See Footnote 3 of the Notes to Consolidated Financial Statements for further information.

(c)Transaction costs and other for 2025 includes expenses for certain legal proceedings and completed divestitures, costs of a product recall, fire-related losses and hyperinflationary currency movements. Transaction costs and other reported in cost of products sold and SG&A for 2025 were $29 million and $10 million, respectively. Transaction costs and other for 2024 primarily relate to release of a bad debt reserve due to a recovery of a receivable from an international customer, hyperinflationary currency movements and accelerated amortization and write-offs of other assets associated with integration projects. Transaction costs and other reported in cost of products sold and SG&A for 2024 were $11 million and $1 million, respectively.

Operating income was $39 million as compared to $67 million in the prior year period. The decline reflects the aforementioned impact of lower gross profit of $116 million, higher restructuring charges of $17 million (See Footnote 3 of the Notes to the Consolidated Financial Statements for further information), and increase in advertising and promotion costs of $12 million, partially offset by lower incentive compensation expense of approximately $95 million, due to weaker performance relative to targets in 2025, and savings from restructuring actions related to the Realignment Plan and Productivity Plan.

Interest expense, net increased primarily due to higher interest rates and lower interest income. The weighted average interest rates for 2025 and 2024 were approximately 6.4% and 5.8%, respectively. The loss on extinguishment and modification of debt of $13 million for 2025, is primarily related to the Company’s redemption of certain of its senior notes. See Footnote 8 of the Notes to Consolidated Financial Statements for further information.

Other expense, net for 2025 and 2024 include the following items:

Years Ended December 31,

(Gain) loss on disposition of businesses and investments (a) $ (12) $ 2

Foreign exchange losses, net (b) 10 8

Discount on factored receivables and other, net 8 8

(a)During 2025, the Company sold its equity interest in a joint venture and realized a pretax gain of $12 million.

(b)See Footnote 9 of the Notes to Consolidated Financial Statements for further information.

The income tax benefit for 2025 was $16 million as compared to $44 million in 2024. The effective tax rate for 2025 was 5.3% as compared to 16.9% for 2024. The decrease in the tax benefit rate was primarily driven by decrease in discrete benefits and lower pretax book income for 2025. See Footnote 11 of the Notes to Consolidated Financial Statements for further information on income taxes.

Business Segment Operating Results 2025 vs. 2024

Home and Commercial Solutions

Years Ended December 31,

(in millions) 2025 2024 $ Change % Change

Operating margin (3.7) % — %

NM — NOT MEANINGFUL

H&CS net sales for 2025 decreased approximately 7% compared to prior year, which reflected soft demand across all businesses, net distribution losses and product line exits, primarily in our Kitchen and Commercial businesses. These declines were partially offset by launches of product innovations mainly in the Kitchen and Home Fragrance businesses. Changes in foreign currency unfavorably impacted net sales by $8 million, or less than 1%.

Operating loss was $138 million as compared to $2 million in the prior year. The decline in operating results is primarily due to lower gross profit of $116 million, resulting from unfavorable fixed cost leverage associated with lower sales volume, additional tariffs and inflation, partially offset by gross productivity. The decline in operating results was also

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unfavorably impacted by $15 million of higher non-cash impairment charges related to indefinite-lived tradenames (see Footnote 6 of the Notes to Consolidated Financial Statements for further information) and $15 million of higher advertising and promotion costs. These unfavorable factors were partially offset by savings from restructuring actions related to the Realignment Plan.

Learning and Development

Years Ended December 31,

(in millions) 2025 2024 $ Change % Change

L&D net sales for 2025 decreased 1%, compared to prior year as soft demand primarily in the Writing business was partially offset by contributions from launches of product innovations in both the Baby and Writing businesses. Changes in foreign currency favorably impacted net sales by $4 million, or less than 1%.

Operating income for 2025 decreased to $464 million as compared to $473 million in 2024. The decrease in operating income is primarily due to lower gross profit of $31 million, as gross productivity was more than offset by inflation and impact of tariffs. The decline in gross profit was partially offset by lower non-cash impairment charge of $20 million, related to an indefinite-lived tradename (see Footnote 6 of the Notes to Consolidated Financial Statements for further information) and savings from restructuring actions primarily related to the Realignment Plan.

Outdoor and Recreation

Years Ended December 31,

(in millions) 2025 2024 $ Change % Change

Operating margin (3.4) % (10.8) %

O&R net sales for 2025 decreased approximately 7% compared to prior year primarily due to net distribution losses, soft demand and business exits. These declines were partially offset by contribution from launches of product innovation and pricing. Changes in foreign currency favorably impacted net sales by $2 million, or less than 1%.

Operating loss for 2025 was $25 million as compared to $86 million in 2024. The improvement was due to higher gross profit of $31 million driven primarily by gross productivity, pricing actions and mix. Savings from restructuring actions also contributed to the improvement of operating results.

Liquidity and Capital Resources

Liquidity

The Company believes the extent of the impact of the rapidly changing retail and consumer landscape, which reflects an increased focus by retailers to rebalance inventory levels, inflationary pressures and uncertainty over the volatility and direction of future demand patterns on the Company’s future sales, operating results, cash flows, liquidity and financial condition, will continue to be driven by numerous evolving factors the Company cannot accurately predict and which will vary. As noted in Business Strategy and Recent Developments, the Company has taken actions to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility, including refinancing certain of its senior notes.

The Company believes these actions and its cash generating capability, together with its borrowing capacity and available cash and cash equivalents, provide adequate liquidity to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due and execute its ongoing business initiatives. The Company regularly assesses its cash requirements and the available sources to fund these needs. For further information, refer to Item 1A. Risk Factors – Financial Risks in Part I.

At December 31, 2025, the Company had cash and cash equivalents of approximately $203 million, of which approximately $133 million was held by the Company’s non-U.S. subsidiaries. The Company maintains a position of partial permanent reinvestment in the earnings of its non-U.S. subsidiaries. Deferred taxes are recorded for earnings of

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the Company’s foreign operations that are determined to be not indefinitely reinvested. See Footnote 11 of the Notes to Consolidated Financial Statements for further information.

The table below summarizes the Company’s cash activity for 2025 and 2024 (in millions):

Increase (Decrease)

Cash provided by operating activities $ 264 $ 496 $ (232)

Cash used in investing activities (164) (151) (13)

Cash used in financing activities (101) (451) 350

Exchange rate effect on cash, cash equivalents and restricted cash 2 (36) 38

The Company has historically generated 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.

Cash Flows from Operating Activities

The change in net cash provided by operating activities for 2025, was primarily driven by lower cash generated from accounts receivable, due to lower net sales and timing of collections, cash impact of additional tariffs and higher cash incentive compensation payments in 2025. These were partially offset by improvement in inventory levels and timing of vendor payments as well as lower restructuring payments during the year.

Cash Flows from Investing Activities

The change in net cash used in investing activities for 2025 primarily reflects lower capital expenditures of $12 million, as the Company continues to streamline its initiatives and higher proceeds from sale of divested businesses and investments, offset by lower proceeds from settlement of swaps. See Footnote 9 of the Notes to Consolidated Financial Statements for further information on swaps.

Cash Flows from Financing Activities

The change in cash used in financing activities was primarily due to higher utilization of the Credit Revolver during the current year.

See Footnote 8 of the Notes to Consolidated Financial Statements for further information.

Capital Resources

The Company currently believes its capital structure and cash resources, as further described below, will continue to support the funding of the future dividends, and the Company will continue to evaluate all actions to strengthen its financial position and balance sheet and to maintain its financial liquidity, flexibility and capital allocation strategy.

The Company was in compliance with all of its debt covenants at December 31, 2025.

Credit Revolver

The Company’s $1.00 billion Credit Revolver matures in August 2027. Under the Credit Revolver, the Company may borrow funds on a variety of interest terms. The Credit Revolver agreement (i) requires the Company to satisfy financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Credit Revolver, as amended), (ii) requires the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) requires the Company and other Guarantors to grant a lien and security interest in certain assets consisting of eligible accounts receivables, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations.

In accordance with the terms of the Credit Revolver, the Total Net Leverage Ratio covenant, is scheduled to decrease as of the last day of the fiscal quarter ending September 30, 2026 and to continue at such level for each fiscal quarter

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ending thereafter during the remaining term of the Credit Revolver. The Company’s ability to continue to comply with the Total Net Leverage Ratio covenant is dependent upon the Company’s future operating and financial performance, which may be affected by economic conditions and other factors beyond our control. A failure to maintain the Company’s financial covenants and to subsequently remedy a default would impair its ability to borrow under the Credit Revolver and, absent a waiver of such default by the lenders under the Credit Revolver or an amendment or replacement of the Credit Revolver with alternative financing, potentially subject the Company to cross-default and acceleration provisions in its debt documents, which would have a significant adverse effect on the Company’s business, financial condition and operating results. While the Company would pursue refinancing the Credit Revolver with a new or amended borrowing facility should such action be necessary, there can be no assurance regarding the availability of such a new or amended facility on terms favorable to the Company or at all.

Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver is subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver. At December 31, 2025, there was $852 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

The Credit Revolver provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver. At December 31, 2025, the Company had approximately $37 million of outstanding standby letters of credit issued against the Credit Revolver and $130 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $685 million.

Customer Receivable Purchase Agreements

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. Outstanding receivables sold under the Customer Receivables Purchase Agreement totaled approximately $270 million at both December 31, 2025 and 2024.

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 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 immaterial. Outstanding receivables sold under the Receivables Facility at December 31, 2025 and 2024 were approximately $125 million and $145 million, respectively.

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 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 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 Consolidated Balance Sheets.

Senior Notes

In May 2025, the Company completed the offering and sale of $1.25 billion of 8.500% senior notes due 2028 (the “2028 Notes”) and received proceeds of $1.23 billion, net of fees and expenses paid. The Company used the proceeds of the offering to fully redeem its outstanding 4.200% senior notes due 2026 (the “2026 Notes”) at a redemption price equal to 100.757% of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the redemption date. The total consideration was approximately $1.25 billion. As a result of the redemption, the Company recorded a loss on debt extinguishment of $13 million.

In November 2025, the Company repaid the outstanding principal amount of the 2025 Notes, plus accrued and unpaid interest upon maturity for total consideration of $48 million.

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During the second quarter of 2025 Moody’s and S&P downgraded the Company’s senior unsecured debt rating. As a result, certain of the Company’s outstanding senior notes were subject to interest rate adjustments, taking effect in the fourth quarter of 2025. During the fourth quarter of 2025, Moody’s further downgraded the Company’s senior unsecured debt rating to “B2”, without any further impact to the interest rates on any of the Company’s senior notes, as the Company has reached the maximum provision on the affected bonds.

See Footnote 8 of the Notes to Consolidated Financial Statements for further information.

Risk Management

From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency rate and commodity price fluctuations. The Company does not enter into derivative transactions for trading purposes.

See Footnote 9 of the Notes to Consolidated Financial Statements for further information on the Company’s derivative instruments.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

The Company has outstanding debt obligations maturing at various dates through 2046. Certain other items, such as purchase commitments and other executory contracts, are not recognized as liabilities in the Company’s consolidated financial statements but are required to be disclosed. Examples of items not recognized as liabilities in the Company’s consolidated financial statements are commitments to purchase raw materials or inventory that has not yet been received at December 31, 2025, and other non-cancelable obligations including capital assets and other licensing services.

The following table summarizes the effect that material contractual obligations and commitments are expected to have on the Company’s cash flow in the indicated period at December 31, 2025. Additional details regarding these obligations are provided in the Notes to Consolidated Financial Statements:

(in millions) Total 1 year 2-3 years 4-5 years After 5 years

(a)Amounts represent contractual obligations based on the earliest date that the obligation may become due, excluding interest, based on borrowings outstanding as of December 31, 2025. For further information relating to these obligations, see Footnote 8 of the Notes to Consolidated Financial Statements.

(b)Amounts represent estimated interest payable on borrowings outstanding as of December 31, 2025, excluding the impact of fixed to floating rate interest rate swaps. Interest on floating-rate debt was estimated using the rate in effect as of December 31, 2025. For further information, see Footnotes 8 and 9 of the Notes to Consolidated Financial Statements.

(c)Amounts represent lease liabilities on operating leases as of December 31, 2025. See Footnote 12 of the Notes to Consolidated Financial Statements.

(d)Primarily consists of purchase commitments with suppliers entered into as of December 31, 2025, for the purchase of materials, packaging and other components and services. These purchase commitment amounts represent only those items which are based on agreements that are legally enforceable and that specify all significant terms including minimum quantity, price and term and do not represent total anticipated purchases.

(e)Total does not include contractual obligations reported as of December 31, 2025 balance sheet as current liabilities, except for the current portion of long-term debt, short-term debt, accrued interest and current portion of lease liabilities.

The Company also has liabilities for uncertain tax positions and unrecognized tax benefits. The Company is under audit from time-to-time by the Internal Revenue Service (“IRS”) and other taxing authorities, and it is possible that the amount of the liability for uncertain tax positions and unrecognized tax benefits could change in the coming year. While it is possible that one or more of these examinations may be resolved in the next year, the Company is not able to reasonably estimate the timing or the amount by which the liability will be settled over time; therefore, the $360 million in unrecognized tax benefits at December 31, 2025 is excluded from the preceding table. See Footnote 11 of the Notes to Consolidated Financial Statements for additional information.

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Additionally, the Company has obligations with respect to its pension and postretirement benefit plans, which are excluded from the preceding table. The timing and amounts of the funding requirements are uncertain because they are dependent on interest rates and actual returns on plan assets, among other factors. See Footnote 10 of the Notes to Consolidated Financial Statements for further information.

At December 31, 2025, the Company had approximately $49 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical. See Footnote 17 of the Notes to Consolidated Financial Statements for further information.

At December 31, 2025, the Company did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Critical Accounting Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying footnotes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results will differ from those estimates, and such differences may be material to the Consolidated Financial Statements. The Company’s significant accounting policies are more fully described in Footnote 1 of the Notes to Consolidated Financial Statements. The Company’s most critical accounting policies, which are those that have or are reasonably likely to have a material impact on its financial condition and results of operations, are described below.

Revenue Recognition

The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied or at a point in time, which generally occurs either on shipment or on delivery based on contractual terms, when control is transferred. The Company’s primary performance obligation is the sale and distribution of its consumer and commercial products to its customers.

Revenue is measured as the amount of consideration to which it expects to be entitled in exchange for transferring goods or providing services. Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, credits or reimbursements related to defective products, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration. In some cases, the Company applies judgment when estimating variable consideration by evaluating contractual rates and historical payment trends.

In addition, the Company participates in various programs and arrangements with customers designed to increase the sale of products by these customers. Among the programs negotiated are arrangements under which allowances are earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. Coupon programs are also developed on a customer- and territory-specific basis.

Under customer programs and arrangements that require sales incentives to be paid in advance, the Company amortizes the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, the Company accrues the estimated amount to be paid based on the program’s contractual terms, expected customer performance and/or estimated sales volume. These estimates are determined using historical customer experience and other factors, which sometimes require significant judgment. Due to the length of time necessary to obtain relevant data from customers, among other factors, actual amounts paid can differ from these estimates.

Sales taxes and other similar taxes are excluded from revenue. The Company has elected to account for shipping and handling activities as a fulfillment cost. The Company also elected not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

Goodwill and Indefinite-Lived Intangibles

Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstances warrant. On December 1, 2025, the carrying values for goodwill and indefinite-lived intangible assets were $3.1 billion and $889 million, respectively.

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Goodwill

Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally are one level below the operating segment level. The Company’s operations are comprised of six reporting units, within its three primary operating segments. The Company has the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount. However, the Company may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test.

When a qualitative goodwill test is performed, the Company analyzes factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including but not limited to: macroeconomic conditions, industry and market conditions, and the current and forecasted financial performance of the reporting unit. If the qualitative test indicates it is more likely than not that the fair value of a reporting unit is less than the carrying amount the Company performs the quantitative test, which measures the amount of the goodwill impairment, if any.

During the fourth quarter of 2025, the Company elected to perform a qualitative assessment for the Writing reporting unit and a quantitative assessment for the Commercial and Baby reporting units. Based on the Company’s qualitative assessment, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of the Writing reporting unit below the carrying value; therefore, a quantitative goodwill impairment analysis was not required for the Writing reporting unit.

In performing a quantitative assessment, the Company estimates the fair value of each reporting unit by using the income approach. The quantitative goodwill impairment test requires significant use of judgment and assumptions, such as the identification of reporting units; assignment of assets and liabilities to reporting units; and estimation of future cash flows (including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value.

The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections reflecting the Company’s latest projections which included, among other things, the impact of current and projected financial performance of the reporting unit at the time the Company performed its impairment testing. The cash flows projected are analyzed on a debt-free basis (before cash payments to equity and interest-bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

During the fourth quarter of 2025, in conjunction with its annual impairment testing, there were no goodwill impairment charges recorded as a result of the quantitative goodwill assessments. However, the Commercial reporting unit in the H&CS segment, had a fair value within 10% of its associated carrying value. The decline in fair value of the Commercial reporting unit resulted primarily from a downward revision of forecasted cash flows and an increase in the reporting unit’s discount rate, primarily due to an increased risk premium applied to enable reconciliation to the Company's total enterprise value, given the decline in the Company’s stock price since the last annual impairment test. A hypothetical 10% reduction in forecasted earnings before interest, taxes, depreciation and amortization used in the discounted cash flows to estimate the fair value to the Commercial reporting unit would have resulted in an impairment charge of approximately $131 million against its goodwill carrying value of $747 million.

See Footnote 6 of the Notes to Consolidated Financial Statements for further information on the Company's goodwill.

Indefinite-lived intangibles

As part of the Company’s annual indefinite-lived intangible asset impairment testing (primarily tradenames), the Company has the option to first analyze qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including but not limited to: macroeconomic conditions, industry and market conditions, and the current and forecasted financial performance. The Company performs a quantitative test when

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qualitative factors alone are not sufficient to conclude whether it is more likely than not that an indefinite-lived intangible asset is not impaired. If the Company performs a quantitative test, an impairment loss will only be recognized for the amount by which the carrying value of the indefinite-lived intangible asset exceeds its fair value, not to exceed the total carrying value of the asset.

During the fourth quarter of 2025, the Company elected to perform qualitative assessments for two indefinite-lived intangible assets in the L&D segment and quantitative assessments for two indefinite-lived intangible assets in the H&CS segment as well as two for the L&D segment. Based on the Company’s qualitative assessments, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of those indefinite-lived intangible assets in the L&D segment below the carrying value; therefore, a quantitative impairment analysis was not required for these two indefinite-lived intangible assets.

The quantitative testing of indefinite-lived intangibles under established guidelines for impairment requires significant use of judgment and assumptions (such as estimation of future cash flows, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount by which its carrying value exceeds its estimated fair value. For impairment testing purposes, the fair value of indefinite-lived intangibles is determined using either the relief from royalty method or the excess earnings method. The relief from royalty method estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The excess earnings method estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

During the fourth quarter of 2025, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charges of $163 million and $127 million associated with two tradenames in the H&CS segment and $50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values.

The decline in the fair value of the tradenames in the H&CS and L&D segments resulting in the aforementioned non-cash impairment charges was the result of a downward revision of forecasted cashflows and an increase in the tradenames’ discount rates, primarily due to increased risk premiums applied to enable reconciliation to the Company's total enterprise value, given the decline in the Company’s stock price since the last annual impairment test. A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of each tradename would have resulted in an incremental non-cash impairment charge in the H&CS segment of $19 million and $9 million, for each tradename. A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method in determining the fair value of the tradename would have resulted in an incremental non-cash impairment charge in the L&D segment of $1 million.

There was no resulting non-cash impairment charge with respect to the other tradename in the L&D segment for which a quantitative assessment was performed. However, this tradename had a fair value within 10% of its associated carrying value of $135 million. A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method in determining the fair value of the tradename would have resulted in a non-cash impairment charge of $9 million in the L&D segment.

The Company has experienced headwinds due to soft global demand, announced and/or imposed tariffs on foreign imports into the U.S., and an increased focus by retailers to rebalance inventory levels in light of continued inflationary pressures on consumers. The Company expects that current market contraction is reflective of a reset of demand levels. If the demand continues to contract or the business fails to regain lost distribution, additional declines in the fair value of reporting units or certain tradenames may occur resulting in an impairment charge. Additional impairment testing may be required based on further deterioration of global demand and/or the macroeconomic environment, further declines in operating results of the Company’s reporting units and/or tradenames, further sustained deterioration of the Company’s market capitalization, and other factors, which may necessitate changes to estimates or valuation assumptions used in the fair value of the reporting units for goodwill and indefinite-lived intangible tradenames. Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending continue to decline significantly in the future or if commercial and industrial economic activity experiences a sustained deterioration from current levels, the Company may be required to record further impairment charges in the future.

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See Footnote 6 of the Notes to Consolidated Financial Statements for further information associated with non-cash indefinite-lived intangibles impairment charges resulting from its annual test during 2025.

Other Long-Lived Assets

The Company continuously evaluates whether impairment indicators related to its property, plant and equipment, operating leases and other long-lived assets are present. These impairment indicators may include a significant decrease in the market price of a long-lived asset or asset group, early termination of an operating lease, a significant adverse change to the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If impairment indicators are present, the Company estimates the future cash flows for the asset or group of assets. The sum of the undiscounted future cash flows attributable to the asset or group of assets is compared to their carrying amount. The cash flows are estimated utilizing various assumptions regarding future sales and expenses, working capital and proceeds from asset disposals on a basis consistent with the Company’s forecasts. If the carrying amount exceeds the sum of the undiscounted future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group. The Company performs its testing of the asset group at the reporting unit level, as this is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level. See Footnotes 5, 6, and 12 of the Notes to Consolidated Financial Statements for further information.

Income Taxes

The Company accounts for deferred income taxes using the asset and liability approach. Under this approach, deferred income taxes are recognized based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized.

The Company’s income tax provisions are based on calculations and assumptions that are subject to examination by various worldwide tax authorities. Although the Company believes that the positions taken on previously filed tax returns are reasonable, it has established tax, interest and penalty reserves in recognition that various taxing authorities may challenge the positions taken, which could result in additional liabilities for taxes, interest and penalties. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.

For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions. The Company’s ongoing assessments of the more likely than not outcomes of tax authority examinations and related tax positions require significant judgment and can increase or decrease the Company’s effective tax rate, as well as impact operating results.

The Company’s provision for income taxes is subject to volatility and could be favorably or adversely affected by earnings being higher or lower in countries that have lower tax rates and higher or lower in countries that have higher tax rates; by changes in the valuation of deferred tax assets and liabilities; by expiration of or lapses in tax-related legislation; by expiration of or lapses in tax incentives; by tax effects of nondeductible compensation; by changes in accounting principles; by liquidity needs driving repatriations of non-U.S. cash to the U.S.; or by changes in tax laws and regulations, including possible U.S. changes to the taxation of earnings of foreign subsidiaries, the deductibility of expenses attributable to foreign income, or the foreign tax credit rules.

The Company’s effective tax rate differs from the statutory rate, primarily due to the tax impact of state taxes, foreign tax rates, tax credits, the domestic manufacturing deduction, tax audit settlements and valuation allowance adjustments. Significant judgment is required in evaluating uncertain tax positions, determining valuation allowances recorded against deferred tax assets, and ultimately, the income tax provision.

It is difficult to predict when resolution of income tax matters will occur and when recognition of certain income tax assets and liabilities is appropriate, and the Company’s income tax expense in the future may continue to differ from the statutory rate because of the effects of similar items. For example, if items are favorably resolved or management determines a deferred tax asset is realizable that was previously reserved, the Company will recognize period tax benefits. Conversely, to the extent tax matters are unfavorably resolved or management determines a valuation

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allowance is necessary for a tax asset that was not previously reserved, the Company will recognize incremental period tax expense. These matters are expected to contribute to the tax rate differing from the statutory rate and continued volatility in the Company’s effective tax rate. See Footnote 11 of the Notes to Consolidated Financial Statements for further information.

Pensions and Postretirement Benefits

The Company records annual amounts relating to its pension and postretirement plans based on calculations, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. The effect of modifications is generally deferred and amortized over future periods. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience, market conditions and the input from its actuaries and investment advisors. The pension and postretirement obligations are measured at December 31, 2025 and 2024.

The Company employs a total return investment approach for its pension and postretirement benefit plans whereby a mix of equities and fixed income investments are used to optimize the long-term return of pension plan assets. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolios contain a diversified blend of equity and fixed-income investments. The equity investments are diversified across geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

The expected long-term rate of return for plan assets is based upon many factors including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The target asset allocations for the Company’s domestic pension plans may vary by plan, in part due to plan demographics, funded status and liability duration. In general, the Company’s target asset allocations are as follows: equities approximately 30%; fixed income approximately 65%; multi-sector fixed income approximately 5% and nominal for cash, alternative investments and other at December 31, 2025. Actual asset allocations may vary from the targeted allocations for various reasons, including market conditions and the timing of transactions. The Company maintains numerous international defined benefit pension plans. The asset allocations for the international investment may vary by plan and jurisdiction and are primarily based upon the plan structure and plan participant profile. At December 31, 2025, the domestic plan assets were allocated as follows: equities approximately 30% and other investments (alternative investments, fixed-income securities, cash and other) approximately 70%. Actual asset allocations may vary from the targeted allocations for various reasons, including market conditions and the timing of transactions.

For 2025, 2024 and 2023, the actual return on plan assets for the Company’s U.S. pension plan assets was approximately $66 million, $14 million and $57 million, respectively, versus an expected return on plan assets of approximately $48 million, $47 million and $52 million, respectively. The actual amount of future contributions will depend, in part, on long-term actual return on assets and future discount rates. Pension contributions for all the Company’s pension plans and postretirement benefit obligations for 2026 are estimated to be approximately $8 million, as compared to the 2025 contributions of approximately $3 million.

The weighted average expected return on plan assets assumption for 2025 was approximately 5.7% for the Company’s domestic and international pension plans. The weighted average discount rate at the 2025 measurement date used to measure the pension plans’ benefit obligations and postretirement benefit obligations was approximately 5.0% and 4.8%, respectively. A 25 basis points decrease in the discount rate at the 2025 measurement date would increase projected benefit obligations for the pension plans and postretirement plans by approximately $17 million.

See Footnote 10 of the Notes to Consolidated Financial Statements for further information.

Recent Accounting Pronouncements

A summary of recent accounting pronouncements is included in Footnote 1 of the Notes to Consolidated Financial Statements.

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International Operations

The Company’s non-U.S. businesses accounted for approximately 39%, 38% and 37% of net sales for 2025, 2024 and 2023, respectively (see Footnote 16 of the Notes to Consolidated Financial Statements).

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities law. 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:

•the Company’s ability to optimize costs and cash flow and mitigate the impact of soft global demand and retailers’ inventory rebalancing through discretionary and overhead spend management, advertising and promotion expense optimization, demand forecast and supply plan adjustments and actions to improve working capital;

•the Company’s dependence on the strength of retail and consumer demand and commercial and industrial sectors of the economy in various countries around the world;

•the Company’s ability to improve productivity, reduce complexity and streamline operations;

•risks related to the Company’s substantial indebtedness and current leverage profile, ability to refinance upcoming revolver and bond maturities on favorable terms, and potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents;

•the impact on the Company’s operations and financial condition resulting from 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;

•competition with other manufacturers and distributors of consumer products;

•major retailers’ strong bargaining power and consolidation of the Company’s customers;

•supply chain and operational disruptions in the markets in which we operate, including as a result of geopolitical and macroeconomic conditions and any global military conflicts including those between Russia and Ukraine and in the Middle East;

•changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and the Company’s ability to offset cost increases through pricing and productivity in a timely manner;

•the Company's ability to effectively execute its turnaround plan, including the Productivity Plan and other restructuring and cost saving initiatives;

•the Company’s ability to develop innovative new products, to develop, maintain and strengthen end-user brands and to realize the benefits of increased advertising and promotion spend;

•the risks inherent to the Company’s foreign operations, including currency fluctuations, exchange controls and pricing restrictions;

•future events that could adversely affect the value of the Company’s assets and/or stock price and require additional impairment charges;

•unexpected costs or expenses associated with dispositions;

•the cost and outcomes of governmental investigations, inspections, lawsuits, legislative requests or other actions by third parties, including but not limited to those described in Footnote 17 of the Notes to Consolidated Financial Statements, the potential outcomes of which could exceed policy limits, to the extent insured;

•the Company’s ability to maintain effective internal control over financial reporting;

•risk associated with the use of artificial intelligence in the Company’s operations and the Company’s ability to properly manage such use;

•a failure or breach of one of the Company’s key information technology systems, networks, processes or related controls or those of the Company’s service providers;

•the impact of U.S. and foreign regulations on the Company’s operations, including environmental remediation costs and legislation and regulatory actions related to product safety, data privacy and climate change;

•the potential inability to attract, retain and motivate key employees;

•changes in tax laws and the resolution of tax contingencies resulting in additional tax liabilities;

•product liability, product recalls or related regulatory actions;

•the Company’s ability to protect its intellectual property rights;

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•the impact of climate change and the increased focus of governmental and non-governmental organizations and customers on sustainability issues, as well as external expectations related to environmental, social and governance considerations;

•significant increases in the funding obligations related to the Company’s pension plans; and

•other factors listed from time to time in our SEC filings, including but not limited to our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings.

The information contained in this Annual Report on Form 10-K is as of the date indicated. The Company assumes no obligation to update any forward-looking statements contained in this Annual Report on Form 10-K as a result of new information or future events or developments. In addition, there can be no assurance that the Company has correctly identified and assessed all of the factors affecting the Company or that the publicly available and other information the Company receives with respect to these factors is complete or correct.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

In general, business enterprises can be exposed to market risks including fluctuations in interest rates, foreign currency exchange rates and certain commodity prices, which can affect the cost of operating, investing and financing under those conditions. The Company believes it has moderate exposure to these risks. The Company assesses market risk based on changes in interest rates, foreign currency rates and commodity prices utilizing a sensitivity analysis that measures the potential loss in earnings, fair values and cash flows based on hypothetical changes in rates and prices.

The Company is exposed to interest rate risk on its variable rate debt and price risk on its fixed rate debt. As such, the Company monitors the interest rate environment and uses interest rate swap agreements to manage its interest rate risk and price risk by balancing its exposure to fixed and variable interest rates while attempting to minimize interest costs. At December 31, 2025, approximately $1.13 billion of the Company’s debt carries a variable rate of interest either by nature or through the use of interest rate swaps. The remainder of the debt (approximately $3.54 billion) carries a fixed rate of interest. Based upon the Company’s debt structure at December 31, 2025, a hypothetical 1% increase in these variable interest rates would increase interest expense by approximately $11 million and decrease the fair value of debt by approximately $179 million.

While the Company transacts business principally in U.S. dollars and most of its revenues are collected in U.S. dollars, a substantial portion of the Company’s operating costs are denominated in other currencies, such as the Brazilian Real, British Pound, Canadian Dollar, European Euro, Japanese Yen and Mexican Peso. Changes in the relation of these and other currencies to the U.S. dollar will affect Company’s sales and profitability and could result in exchange losses. For 2025, approximately 39% of the Company’s sales were denominated in foreign currencies, the most significant of which were: European Euro, approximately 10%; British Pound and Mexican Peso, approximately 5% each and Canadian Dollar, approximately 4%. The primary purpose of the Company’s foreign currency hedging activities is to mitigate the foreign exchange rate exposure on the cash flows related to forecasted inventory purchases and sales. A hypothetical 10% change in foreign currency exchange rates would not have a material effect on foreign currency gains and losses related to the foreign currency derivatives or the net fair value of the Company’s foreign currency derivatives. In this sensitivity analysis, all other assumptions are constant and assumes that a change in one currency’s rate relative to the U.S. dollar would not impact another currency’s rates relative to the U.S. dollar.

The Company is exposed to the price risk that the rising cost of commodities has on certain of its raw materials. As such, the Company monitors the commodities markets and from time to time the Company enters into commodity-based derivatives in order to mitigate the impact that the rising price of these commodities has on the cost of certain of the Company’s raw materials. The Company did not enter into any commodity-based derivatives during 2025 and 2024.

The Company is exposed to credit loss in the event of non-performance by the counterparties to its derivative financial instruments, all of which are highly rated institutions; however, the Company does not anticipate non-performance by such counterparties. The Company does not enter into derivative financial instruments for trading purposes.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Newell Brands Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Newell Brands Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and the financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are

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material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessments – Commercial and Baby Reporting Units Goodwill and Certain Indefinite-Lived Tradenames

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill and indefinite-lived tradenames balances were $3.1 billion and $553 million, respectively, as of December 31, 2025. Goodwill and indefinite-lived tradenames are tested and reviewed for impairment annually on December 1, or more frequently if facts and circumstances warrant. Management performed quantitative assessments for the Commercial and Baby reporting units and certain indefinite-lived tradenames. At the impairment assessment date of December 1, 2025, the goodwill associated with the Commercial and Baby reporting units was $747 million and $415 million, respectively; and certain indefinite-lived tradenames were $567 million and $203 million in the Home and Commercial Solutions and Learning and Development segments, respectively. In performing the quantitative assessments, management estimated the fair value of each reporting unit using the income approach, specifically the discounted cash flow method. Management also performed quantitative assessments for certain indefinite-lived tradenames, where fair value was determined using the relief from royalty or the excess earnings method depending on the individual tradename. Management’s impairment assessments require significant use of judgment and assumptions such as (i) the identification of reporting units, assignment of assets and liabilities to reporting units, and the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, discount rates, and total enterprise value for reporting units, (ii) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (iii) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames. As a result of the assessments, no impairment charges were recorded related to goodwill for the Commercial and Baby reporting units, and non-cash impairment charges of $290 million and $50 million were recorded for certain indefinite-lived tradenames in the Home and Commercial Solutions and Learning and Development segments.

The principal considerations for our determination that performing procedures relating to the impairment assessments of goodwill for the Commercial and Baby reporting units and for certain indefinite-lived tradenames is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Commercial and Baby reporting units and certain indefinite-lived tradenames; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, and discount rates for the Commercial and Baby reporting units, (b) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (c) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessments of goodwill and indefinite-lived tradenames, including controls over the valuation of the Company’s Commercial and Baby reporting units and certain indefinite-lived tradenames. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Commercial and Baby reporting units and certain indefinite-lived tradenames; (ii) evaluating the appropriateness of the discounted cash flow, relief from royalty, and excess earnings methods used by management; (iii) testing the completeness and accuracy of underlying data used in the valuation methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, and discount rates for the Commercial and Baby reporting units, (b) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (c) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames. Evaluating management’s assumptions related to the estimation of future cash flows (including net sales, gross profit, and operating expenses) for the Commercial and Baby reporting units and the estimation of future cash flows for certain indefinite-lived tradenames involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Commercial and Baby reporting units and indefinite-lived tradenames; (ii) the consistency with external and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methods and (ii) the reasonableness of the discount rate assumption for the Commercial and Baby reporting units, and the discount rate, royalty rate, and contributory asset charges assumptions for certain indefinite-lived tradenames.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia

February 13, 2026

We have served as the Company’s auditor since 2016.

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NEWELL BRANDS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Amounts in millions, except per share data)

Selling, general and administrative expense 1,985 2,083 2,001

Restructuring costs, net 62 45 95

Impairment of goodwill, intangibles and other assets 346 353 342

Operating income (loss) 39 67 (85)

Non-operating expenses:

Loss on extinguishment and modification of debt 13 14 —

Weighted average common shares outstanding:

Loss per share:

COMPREHENSIVE INCOME (LOSS)

Other comprehensive loss, net of tax

Foreign currency translation adjustments (16) (99) 20

Unrecognized pension and postretirement costs 17 (16) 113

Derivative financial instruments (10) 24 (12)

Total other comprehensive income (loss), net of tax (9) (91) 121

Total comprehensive loss $ (294) $ (307) $ (267)

See Notes to Consolidated Financial Statements.

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NEWELL BRANDS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except par values)

Assets:

Cash and cash equivalents $ 203 $ 198

Accounts receivable, net 987 878

Prepaid expenses and other current assets 237 299

Property, plant and equipment, net 1,209 1,157

Liabilities:

Short-term debt and current portion of long-term debt 130 87

Deferred income taxes 50 178

Operating lease liabilities 433 418

Other noncurrent liabilities 773 712

Commitments and contingencies (Footnote 17)

Stockholders’ equity:

Accumulated other comprehensive loss (990) (981)

Total liabilities and stockholders’ equity $ 10,715 $ 11,004

See Notes to Consolidated Financial Statements.

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NEWELL BRANDS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment of goodwill, intangibles and other assets 346 353 342

(Gain) loss from sale of businesses and investments (12) 2 (1)

Stock based compensation expense 68 74 50

Pension settlement — (1) 126

Loss on extinguishment and modification of debt 13 14 —

Changes to operating accounts, excluding the effects of divestitures:

Accrued liabilities and other, net (230) (136) 93

Net cash provided by operating activities 264 496 930

Cash flows from investing activities:

Proceeds from sale of divested businesses and investments 22 14 11

Proceeds from settlement of swaps 31 60 43

Other investing activities, net 30 34 31

Net cash used in investing activities (164) (151) (199)

Cash flows from financing activities:

Proceeds from (payments on) short-term debt, net 90 (91) (488)

Payments on current portion of long-term debt (1,282) (701) (2)

Net proceeds from issuance of long-term debt 1,235 1,237 —

Payments on long-term debt — (750) —

Debt extinguishment and modification costs (9) (14) (1)

Equity compensation activity and other, net (15) (14) 11

Net cash used in financing activities (101) (451) (664)

Exchange rate effect on cash, cash equivalents and restricted cash 2 (36) (9)

Increase (decrease) in cash, cash equivalents and restricted cash 1 (142) 58

Cash, cash equivalents and restricted cash at beginning of period 219 361 303

Cash, cash equivalents and restricted cash at end of period $ 220 $ 219 $ 361

Supplemental disclosures:

Restricted cash at beginning of period (Footnote 1) $ 21 $ 29 $ 16

Restricted cash at end of period (Footnote 1) 17 21 29

Cash paid for income taxes, net of refunds (Footnote 11) 137 173 103

See Notes to Consolidated Financial Statements.

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NEWELL BRANDS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in millions)

Comprehensive income (loss) — — — (388) 121 (267)

Dividends declared on common stock - $0.44 per share — — (185) — — (185)

Equity compensation, net of tax 1 (4) 48 — — 45

Comprehensive loss — — — (216) (91) (307)

Dividends declared on common stock - $0.28 per share — — (121) — — (121)

Equity compensation, net of tax 2 (7) 72 — — 67

Comprehensive loss — — — (285) (9) (294)

Dividends declared on common stock - $0.28 per share — — (123) — — (123)

Equity compensation, net of tax 5 (10) 62 — — 57

See Notes to Consolidated Financial Statements.

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NEWELL BRANDS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Footnote 1 — Basis of Presentation and Significant Accounting Policies

Description of Business

Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments. The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors. The Company has three operating segments: Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) and include the consolidated accounts of the Company and its majority-owned subsidiaries after elimination of intercompany transactions and balances.

The preparation of these consolidated financial statements requires the use of certain estimates and assumptions by management in determining the Company’s assets, liabilities, sales and expenses, and related disclosures. Significant estimates in these Consolidated Financial Statements include restructuring charges, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies (including legal, environmental and product liability reserves), net realizable value of inventories, estimated contract revenue and related variable consideration, capitalized software costs, income taxes, uncertain tax provisions, tax valuation allowances, and pension and postretirement employee benefit liabilities and expenses. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates and Risks

Management’s application of U.S. GAAP in preparing the Company’s consolidated financial statements requires the pervasive use of estimates and assumptions. The Company continues to be impacted by inflationary pressures, soft global demand, major retailers’ focus on tight control over their inventory levels, fluctuating interest rates and indirect macroeconomic impacts from geopolitical conflicts as well as new tariffs imposed by the current U.S. presidential administration and other countries’ retaliatory actions in response to such tariffs. The Company continues to deploy a mitigation strategy designed to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing. These collective macroeconomic trends, the duration or severity of which are highly uncertain, 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 2026. As consumers continue to face widespread increases in prices and fluctuating interest rates, their discretionary spending and purchase patterns may continue to be unfavorably impacted. The high level of uncertainty of these factors has resulted in estimates and assumptions that have the potential for more variability and are more subjective. In addition, some of the other inherent estimates and assumptions used in the Company’s forecasted results of operations and cash flows that form the basis of the determination of the fair value of the reporting units for goodwill and indefinite-lived intangible asset impairment testing are outside the control of management, including interest rates, cost of capital, tax rates, tariffs, industry growth, credit ratings, foreign exchange rates and labor inflation. Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions, including reserves, which may result in future expense or impairment charges. In addition, the Company has experienced a significant sustained decline in its market capitalization as a result of a decrease in its stock price, resulting in the Company’s market capitalization being less than its consolidated stockholders’ equity. If there are further declines in the Company’s stock price, macroeconomic conditions, or industry and market conditions that may impact the current and forecasted financial performance of each reporting unit, the Company may need to record a non-cash impairment charge, which could be material, in a future period.

During the fourth quarter of 2025, in conjunction with the Company’s annual impairment testing, the Company recorded an aggregate non-cash impairment charge of $340 million for indefinite-lived tradenames in the H&CS and L&D segments as the carrying values exceeded the fair values.

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Significant Accounting Policies

Concentration of Credit Risk

The Company’s forward exchange contracts generally do not subject the Company to risk due to foreign exchange rate movement, because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. The Company is exposed to credit-related losses in the event of non-performance by counterparties to certain derivative financial instruments. The Company does not obtain collateral or other security to support derivative financial instruments subject to credit risk, but monitors the credit standing of its counterparties.

Revenue Recognition

The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied or at a point in time, which generally occurs either on shipment or on delivery based on contractual terms, when control is transferred. The Company’s primary performance obligation is the sale and distribution of its consumer and commercial products to its customers.

Revenue is measured as the amount of consideration to which it expects to be entitled in exchange for transferring goods or providing services. Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, credits or reimbursements related to defective products, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration. In some cases, the Company applies judgment when estimating variable consideration by evaluating contractual rates and historical payment trends.

In addition, the Company participates in various programs and arrangements with customers designed to increase the sale of products by these customers. Among the programs negotiated are arrangements under which allowances are earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. Coupon programs are also developed on a customer- and territory-specific basis.

Under customer programs and arrangements that require sales incentives to be paid in advance, the Company amortizes the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, the Company accrues the estimated amount to be paid based on the program’s contractual terms, expected customer performance and/or estimated sales volume. These estimates are determined using historical customer experience and other factors, which sometimes require significant judgment. Due to the length of time necessary to obtain relevant data from customers, among other factors, actual amounts paid can differ from these estimates.

Sales taxes and other similar taxes are excluded from revenue. The Company has elected to account for shipping and handling activities as a fulfillment cost. The Company also elected not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

Goodwill and Indefinite-Lived Intangibles

Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstances warrant.

Goodwill

Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally are one level below the operating segment level. The Company’s operations are comprised of six reporting units, within its three primary operating segments. The Company has the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount. However, the Company may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test.

When a qualitative goodwill test is performed, the Company analyzes factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including but not limited to: macroeconomic conditions,

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industry and market conditions, and the current and forecasted financial performance of the reporting unit. If the qualitative test indicates it is more likely than not that the fair value of a reporting unit is less than the carrying amount the Company performs the quantitative test, which measures the amount of the goodwill impairment, if any.

In performing a quantitative assessment, the Company estimates the fair value of each reporting unit by using the income approach. The quantitative goodwill impairment test requires significant use of judgment and assumptions, such as the identification of reporting units; assignment of assets and liabilities to reporting units; and estimation of future cash flows (including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value.

The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections reflecting the Company’s latest projections which included, among other things, the impact of current and projected financial performance of the reporting unit at the time the Company performed its impairment testing. The cash flows projected are analyzed on a debt-free basis (before cash payments to equity and interest-bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Indefinite-lived intangibles

As part of the Company’s annual indefinite-lived intangible asset impairment testing (primarily tradenames), the Company has the option to first analyze qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including but not limited to: macroeconomic conditions, industry and market conditions, and the current and forecasted financial performance. The Company performs a quantitative test when qualitative factors alone are not sufficient to conclude whether it is more likely than not that an indefinite-lived intangible asset is not impaired. If the Company performs a quantitative test, an impairment loss will only be recognized for the amount by which the carrying value of the indefinite-lived intangible asset exceeds its fair value, not to exceed the total carrying value of the asset.

The quantitative testing of indefinite-lived intangibles under established guidelines for impairment requires significant use of judgment and assumptions (such as estimation of future cash flows, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount by which its carrying value exceeds its estimated fair value. For impairment testing purposes, the fair value of indefinite-lived intangibles is determined using either the relief from royalty method or the excess earnings method. The relief from royalty method estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The excess earnings method estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Other Long-Lived Assets

The Company continuously evaluates whether impairment indicators related to its property, plant and equipment, operating leases and other long-lived assets are present. These impairment indicators may include a significant decrease in the market price of a long-lived asset or asset group, early termination of an operating lease, a significant adverse change to the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If impairment indicators are present, the Company estimates the future cash flows for the asset or group of assets. The sum of the undiscounted future cash flows attributable to the asset or group of assets is compared to their carrying amount. The cash flows are estimated utilizing various assumptions regarding future sales and expenses, working capital and proceeds from asset disposals on a basis consistent with the Company’s forecasts. If the carrying amount exceeds the sum of the undiscounted future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group. The Company performs its testing of the asset group at the reporting unit level, as this

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is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level.

Sales of Accounts Receivable

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 years ended December 31, 2025, 2024 and 2023, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement. The following table sets forth proceeds received and amount collected from customers and remitted to the financial institution for the years ended December 31, (in millions):

Collected from customers and remitted to financial institution 2,889 2,964 3,285

Outstanding receivables sold under the Customer Receivables Purchase Agreement were approximately $270 million at both December 31, 2025 and 2024.

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. (but excluding those sold under the Customer Receivables Purchase Agreement described above), 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 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 immaterial. During the years ended December 31, 2025, 2024 and 2023, the Company factored receivables pursuant to the Receivables Facility. The following table sets forth proceeds received and amount collected from customers and remitted to the financial institution for the years ended December 31, (in millions):

Collected from customers and remitted to financial institution 1,190 1,159 226

Outstanding receivables sold under the Receivables Facility at December 31, 2025 and 2024 were approximately $125 million and $145 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 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 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 Consolidated Balance Sheets. Restricted cash related to both programs was $17 million, $21 million and $29 million at December 31, 2025, 2024 and 2023, respectively. The Company records the discounts as other expense, net in the Consolidated Statements of Operations.

Supplier Finance Program Obligations

The Company has an arrangement with a third-party vendor which provides a service for the Company’s suppliers, at their sole discretion, to sell their receivables due from the Company to various financial institutions, who at their sole discretion, contract with the third-party vendor to participate in the supplier finance program (the “SF Program”).

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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. Amounts due to suppliers participating in the SF Program are included in accounts payable in the Consolidated Balance Sheets and amounts paid to suppliers participating in the SF Program are classified as operating cash flows in the Consolidated Statements of Cash Flows. During the years ended December 31, 2025 and 2024, supplier payment terms for those participating in the program averaged approximately 120 and 130 days, respectively.

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 for the years ended December 31, (in millions):

Balance at beginning of period $ 14 $ 96

Invoices participating in the SF Program 76 137

Invoices paid to the third-party vendor (79) (219)

Balance at end of period $ 11 $ 14

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on hand and highly liquid investments that have an original maturity of three months or less when purchased. Restricted cash reflects cash received on previously sold customer receivables in connection with the factoring programs that are required to be remitted to a financial institution. Restricted cash is reported as prepaid expenses and other current assets on the Consolidated Balance Sheets.

Accounts Receivable, Net

Accounts receivable, net, include amounts billed and due from customers. Payment terms vary but generally are 90 days or less. An allowance for expected credit losses is based on the amount ultimately expected to be collected from the customer. The Company evaluates the collectability of accounts receivable based on a combination of factors including the length of time the receivables are past due, historical collection experience, current market conditions and forecasted direction of economic and business environment. Accounts deemed uncollectible are written off, net of expected recoveries.

Capitalized Software Costs

The Company capitalizes costs associated with internal-use software during the application development stage after both the preliminary project stage has been completed and the Company’s management has authorized and committed to funding for further project development. Capitalized internal-use software costs include: (i) external direct costs of materials and services consumed in developing or obtaining the software; (ii) payroll and payroll-related costs for employees who are directly associated with and who devote time directly to the project; and (iii) interest costs incurred while developing the software. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose. The Company expenses as incurred research and development, general and administrative, and indirect costs associated with internal-use software. In addition, the Company expenses as incurred training, maintenance and other internal-use software costs incurred during the post-implementation stage. Costs associated with upgrades and enhancements of internal-use software are capitalized only if such modifications result in additional functionality of the software. The Company amortizes internal-use software costs using the straight-line method over the estimated useful life of the software. Capitalized software costs are evaluated annually for indicators of impairment, including but not limited to a significant change in available technology or the manner in which the software is being used. Impaired items are written down to their estimated fair values. Capitalized software is included in other intangible assets, net in the Consolidated Balance Sheets. See Footnote 6 for further information.

Capitalized implementation costs for certain qualified Software-as-a-Service (“SaaS”) arrangements are also subject to the same accounting criteria described above, when the Company does not own the intellectual property for the

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software license used in the arrangement. SaaS arrangements are included in prepaid expenses and other current assets and other assets in the Consolidated Balance Sheets. The straight-line amortization of these costs is presented along with the fees related to the hosted cloud computing service in the Consolidated Statements of Operations.

Product Liability Reserves

The Company has a self-insurance program for product liability that includes reserves for self-retained losses and certain excess and aggregate risk transfer insurance. The Company uses historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs in determining required product liability reserves. The Company’s actuarial evaluation methods take into account claims incurred but not reported when determining the Company’s product liability reserve. While the Company believes that it has adequately reserved for these claims, the ultimate outcome of these matters may exceed the amounts recorded by the Company, and such additional losses may be material to the Company’s Consolidated Financial Statements.

Product Warranties

In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience.

Advertising Costs

The Company expenses production costs of print, radio, television and other advertisements as of the first date the advertisements take place, and the Company expenses all other advertising and marketing costs when incurred. Advertising and promotion costs are recorded in selling, general and administrative expenses (“SG&A”) and totaled $429 million, $417 million and $371 million in 2025, 2024 and 2023, respectively.

Research and Development Costs

Research and development costs relating to both future and current products are charged to SG&A as incurred. These costs totaled $114 million, $123 million and $117 million in 2025, 2024 and 2023, respectively.

Other Significant Accounting Policies

Other significant accounting policies are disclosed as follows:

•Restructuring – Footnote 3

•Inventory – Footnote 4

•Property, Plant and Equipment – Footnote 5

•Derivative Instruments – Footnote 9

•Foreign Currency Operations – Footnote 9

•Pensions and Postretirement Benefits – Footnote 10

•Income Taxes – Footnote 11

•Leases – Footnote 12

•Share-Based Compensation – Footnote 14

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software.” This ASU establishes targeted enhancements to Subtopic 350-40 improving the operability of the recognition guidance considering different methods of software development. The update is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).” The amendments in the ASU exclude from derivative accounting non-exchange-traded contracts with underlying components that are based on operations or activities specific to one of the parties to

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the contract. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that are currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

Adoption of New Accounting Guidance

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard requires all entities subject to income taxes to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirement is effective for annual periods beginning after December 15, 2024. The guidance may be applied on a prospective or retrospective basis. The Company adopted ASU 2023-09 and applied the prospective method. The adoption of ASU 2023-09 did not have a material impact on its consolidated financial statements. See Footnote 11 for further information.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update require that a public entity disclose on an annual and interim basis significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”), amount for other segment items by reportable segment and a description of its composition, segment profit and loss and assets, additional measures of segment profit used by the CODM in assessing segment performance and the title and position of the CODM, as well as an explanation of how the CODM uses the reported measures in assessing segment performance and deciding allocation of resources. The Company adopted ASU 2023-07 beginning with its 2024 annual reporting and it did not have a material impact on its consolidated financial statements. See Footnote 16 for further information.

Footnote 2 — Accumulated Other Comprehensive Income (Loss)

The following tables display the components of accumulated other comprehensive income (loss) (“AOCL”), net of tax, as of and for the years ended December 31, 2025 and 2024 (in millions):

Other comprehensive income (loss) before reclassifications (100) (14) 14 (100)

Amounts reclassified to earnings 1 (2) 10 9

Net current period other comprehensive income (loss) (99) (16) 24 (91)

Other comprehensive income (loss) before reclassifications (16) 18 (14) (12)

Amounts reclassified to earnings — (1) 4 3

Net current period other comprehensive income (loss) (16) 17 (10) (9)

Reclassifications from AOCL to the results of operations for the years ended December 31, were pretax (income) expense of (in millions):

Cumulative translation adjustment $ — $ 1 $ 11

Pension and postretirement costs (a) (1) (2) 130

Derivative financial instruments (b) 5 13 5

(a)See Footnote 10 for further information.

(b)See Footnote 9 for further information.

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The income tax provision (benefit) allocated to the components of AOCL for the years ended December 31, are as follows (in millions):

Foreign currency translation adjustments $ (64) $ 33 $ (20)

Pension and postretirement costs 6 (5) 36

Derivative financial instruments (3) 8 (4)

Income tax provision (benefit) related to AOCL $ (61) $ 36 $ 12

Footnote 3 — Restructuring

The Company has engaged and expects to continue to engage in restructuring activities, which requires management to utilize significant estimates related to the timing and amount of severance and other employee separation costs for workforce reductions and other separation programs as well as other exit costs associated with restructuring activities. The Company’s accrual for severance and other employee separation costs depends on whether the costs result from an ongoing severance plan or are one-time costs. The Company accounts for relevant expenses as severance costs when there is an established severance policy, statutory requirements dictate the severance amounts, or if the Company’s historical experience is to routinely provide certain benefits to impacted employees. The Company recognizes severance costs when it is probable that benefits will be paid and the amount can be reasonably estimated. The Company estimates one-time severance and other employee costs related to exit and disposal activities not resulting from an ongoing severance plan based on the benefits available to the employees being terminated. The Company recognizes these costs when it identifies the specific classification or functions of the employees being terminated, notifies the employees who might be included in the termination, and expects to terminate employees within the legally required notification period. When employees are receiving incentives to stay beyond the legally required notification period, the Company records the cost of their severance over the remaining service period. All cash payments are expected to be paid within one year of charges being incurred.

To better align its resources with its strategy and operating model and to reduce the cost structure of its global operations, the Company commits to restructuring plans as necessary and as follows:

Global Productivity Plan

Building on the Company’s turnaround strategy, the Company announced a global productivity plan (the “Productivity Plan”) in December 2025. The Productivity Plan is designed to further simplify processes, streamline overhead and redirect resources to the highest-value activities. As part of the Productivity Plan the Company will reduce its global workforce by over 900 employees primarily related to professional and clerical employees, 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 to occur throughout 2026, subject to applicable local law and consultation requirements. The Company closed approximately 20 Yankee Candle stores in the U.S. and Canada in January 2026. This retail optimization aligns the brand’s footprint with modern consumer shopping behaviors and supports its 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 related costs, with most of the charges to be recognized by the end of 2026.

The Company commenced separation of professional and clerical employees during December 2025 and recorded $35 million of restructuring charges for severance and other termination benefits and $5 million of restructuring-related charges in connection with the Productivity Plan.

Organizational Realignment Plan

In January 2024, the Company announced a plan to strengthen its front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategy choices the Company unveiled in June of 2023 (the “Realignment Plan”). In addition to improving accountability, the Realignment Plan was designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment. As part of the Realignment Plan, the Company has made several operating model changes, which entailed: standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams

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to drive standardization, efficiency and scale with a One Newell approach. The Company also further optimized the Company’s real estate footprint and pursued other cost reduction initiatives. Restructuring and restructuring-related charges associated with these actions were estimated to be in the range of $75 million to $90 million, mainly for severance payments and other termination benefits, office space reduction and consolidation and other expenses. The Company commenced organizational realignment activities during the first quarter of 2024, and such activities were fully implemented by the end of 2025.

In connection with the Realignment Plan, the Company recorded restructuring charges of $24 million and $37 million, during the twelve months ended December 31, 2025 and 2024, respectively and restructuring-related charges of $6 million and $15 million, respectively. The Company has incurred aggregate charges of $82 million since inception in connection with the Realignment Plan.

Network Optimization Project

In May 2023, the Company announced a restructuring and cost savings initiative that is intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment. The Network Optimization Project incorporated a variety of initiatives, including a reduction in the overall number of distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance. These actions were substantially implemented by the end of 2024. The Company estimated that it will incur approximately $37 million to $49 million in restructuring and restructuring-related charges associated with execution of the Network Optimization Project. This estimate of charges consists primarily of $8 million to $11 million related to cash severance payments and other termination benefits and approximately $29 million to $38 million associated with industrial site reductions.

In connection with the Network Optimization Project, the Company recorded restructuring charges of $3 million and $7 million for the twelve months ended December 31, 2024 and 2023, respectively. There were no restructuring charges recorded during 2025 in connection with the Network Optimization Project. The Company also recorded restructuring-related charges of $4 million, $18 million and $16 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively. Since inception of the Network Optimization Project, the Company has incurred aggregate charges of $48 million, most of which were cash expenditures.

Project Phoenix

In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that was intended to strengthen the Company by leveraging its scale to further reduce complexity, streamline its operating model and drive operational efficiencies. Project Phoenix was substantially implemented by the end of 2023 and incorporated a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, transition to a unified One Newell go-to-market model in key international geographies, and reduce overhead costs. The Company estimated that it would incur approximately $100 million to $130 million in restructuring and restructuring-related charges in connection with Project Phoenix. These charges consist primarily of $80 million to $105 million in charges related to severance payments and other termination benefits; $15 million to $20 million in charges associated with office space reductions; and approximately $5 million of other charges, including those associated with employee transition and legal costs. While the program was mostly complete by the end of 2023, charges were recognized during 2024 and 2025, as the Company completed remaining actions in accordance with local regulations and consultation requirements.

In connection with Project Phoenix, the Company recorded restructuring charges of $2 million and $78 million for the twelve months ended December 31, 2024 and 2023, respectively. There were no restructuring charges recorded during 2025 in connection with Project Phoenix. The Company also recorded restructuring-related charges of $3 million, $8 million and $19 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively. The Company has incurred aggregate charges of $110 million since inception of Project Phoenix, most of which were cash expenditures.

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Restructuring charges, net and restructuring-related charges incurred from inception for the Productivity Plan, Realignment Plan, Network Optimization Project and Project Phoenix (collectively, the “Plans”) were as follows (in millions):

Productivity Plan $ 35 $ — $ 35 $ 5 $ 40

Network Optimization Project 6 4 10 38 48

Restructuring charges, net and restructuring-related charges incurred by reportable business segment in connection with the Plans, since inceptions were as follows (in millions):

Total restructuringcosts Restructuring-relatedcosts Total costs

Home and Commercial Solutions $ 54 $ 47 $ 101

Learning and Development 30 2 32

Outdoor and Recreation 18 10 28

Other Restructuring and Restructuring-Related Charges

The Company also incurs other restructuring and restructuring-related charges in connection with various discrete initiatives. The Company recorded $3 million of other restructuring costs for each of the twelve months ended December 31, 2025 and 2024 and $10 million for the twelve months ended December 31, 2023.

Restructuring-related charges are recorded in cost of products sold, SG&A and impairment of other assets in the Consolidated Statements of Operations based on the nature of the underlying charges incurred. During the twelve months ended December 31, 2025, 2024 and 2023, the Company recorded restructuring-related charges associated with various discrete initiatives of $10 million, $16 million and $64 million, respectively.

Restructuring costs incurred by reportable business segment for all restructuring activities for the years ended December 31, are as follows (in millions):

Home and Commercial Solutions $ 3 $ 9 $ 50

Learning and Development 5 14 18

Outdoor and Recreation 3 4 11

Accrued restructuring costs activity for the year ended December 31, 2025 are as follows (in millions):

Severance and termination costs $ 12 $ 60 $ (36) $ (2) $ 34

Contract termination and other costs — 2 (2) — —

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Accrued restructuring costs activity for the year ended December 31, 2024 are as follows (in millions):

Severance and termination costs $ 30 $ 40 $ (58) $ 12

Contract termination and other costs — 5 (5) —

Footnote 4 — Inventories

Inventories are stated at the lower of cost or net realizable value, with cost generally determined using first-in, first-out method. The Company reduces its inventory value for estimated obsolete and slow-moving inventory in an amount equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory costs include direct materials, direct labor and manufacturing overhead, or when finished goods are sourced, the cost is the amount paid to the third party.

The components of inventories were as follows at December 31, (in millions):

Raw materials and supplies $ 165 $ 183

Footnote 5 — Property, Plant and Equipment, Net

Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred. Depreciation expense is calculated principally on the straight-line basis. Useful lives determined by the Company are as follows: buildings and improvements (20 - 40 years) and machinery and equipment (3 - 15 years).

Property, plant and equipment, net, consisted of the following at December 31, (in millions):

Buildings and improvements 543 522

Less: Accumulated depreciation (1,044) (1,822)

The Company wrote-off $940 million of fully depreciated property, plant and equipment (including the accumulated depreciation associated with those assets), net book value of zero, as of December 31, 2025. The write-off did not affect the Company’s Consolidated Balance Sheet, Statement of Operations, Statement of Cash Flows, or Statement of Stockholders’ Equity.

Depreciation expense was $186 million, $188 million and $225 million in 2025, 2024 and 2023, respectively.

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Footnote 6 — Goodwill and Other Intangible Assets, Net

A summary of changes in the Company’s goodwill by reportable business segment is as follows for 2025 and 2024 (in millions):

Outdoor and Recreation — — — 788 (788)

Outdoor and Recreation — — — 788 (788)

The table below summarizes the balance of other intangible assets, net and the related amortization periods using the straight-line method and attribution method at December 31, 2025 and 2024 (in millions):

Tradenames - indefinite life $ 553 $ — $ 553 $ 844 $ — $ 844 N/A

Patents and intellectual property — — — 13 (13) — 3-14

(a)The Company wrote-off $464 million of fully amortized capitalized software (including the accumulated amortization associated with those assets), with net book value of zero, as of December 31, 2025. The write-off did not affect the Company’s Consolidated Balance Sheet, Statement of Operations, Statement of Cash Flows, or Statement of Stockholders’ Equity.

Amortization expense for intangible assets was $125 million, $135 million and $109 million in 2025, 2024 and 2023, respectively.

At December 31, 2025, the aggregate estimated intangible amortization amounts for the succeeding five years are as follows (in millions):

Years ending December 31, Amount

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During 2025, the Company elected to perform qualitative assessments for two indefinite-lived tradenames in the L&D segment, with total carrying values of $119 million. Based on the qualitative assessments, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of those indefinite-lived tradenames below the carrying value; therefore, a quantitative impairment analysis was not required for these indefinite-lived tradenames in the L&D segment. The Company elected to perform quantitative assessments for two indefinite-lived tradenames in both of the H&CS and L&D segments with total carrying values of $567 million and $203 million, respectively. The Company recorded non-cash impairment charges of $163 million and $127 million associated with two tradenames in the H&CS segment and $50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values.

During 2025, the Company elected to perform a qualitative assessment for the Writing reporting unit, with goodwill of $1.93 billion and concluded that there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of the reporting unit below the carrying value; therefore, a quantitative goodwill impairment analysis was not required for the Writing reporting unit. The Company elected to perform quantitative assessments for the Commercial and Baby reporting units with goodwill of $747 million and $415 million, respectively. Based on the Company’s quantitative assessments, no goodwill impairment charges were recorded for the Commercial and Baby reporting units.

The impairment charges for goodwill and indefinite-lived tradenames were recorded in the Company’s reporting segments as follows for the years ended December 31, (in millions):

Home and Commercial Solutions $ 290 $ 275 $ 76

Outdoor and Recreation — — 22

(a)During the fourth quarter of 2025, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $290 million associated with two tradenames in the H&CS segment and $50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values. The decline in the fair value of the tradenames in the H&CS and L&D segments resulting in the aforementioned non-cash impairment charges was the result of downward revision of forecasted cashflows and increase in the reporting units’ discounts rates primarily due to increased risk premium applied to enable reconciliation to the Company's total enterprise value, given the decline in the Company’s stock price since the last annual impairment test. A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradenames would have resulted in an incremental impairment charge in the H&CS segment of $28 million. A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method in determining the fair value of the tradename would have resulted in an incremental impairment charge in the L&D segment of $1 million.

(b)During the fourth quarter of 2024, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $85 million associated with one tradename in the H&CS segment, as the carrying value exceeded the fair value. The decline in the fair value of the tradename in the H&CS segment was the result of downward revision of forecasted revenue mainly due to a distribution loss, which the Company was informed of during the fourth quarter of 2024. A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradename would have resulted in an incremental impairment charge on the H&CS segment of $22 million. During the third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the H&CS and L&D segments, as a result of downward revisions of forecasted cash flows primarily due to lower volume and profitability expectations. The Company performed quantitative impairment tests and determined that the indefinite-lived tradenames in the H&CS and L&D segments, were impaired. During the third quarter of 2024, the Company recorded non-cash impairment charges of $190 million and $70 million for the indefinite-lived tradenames in the H&CS and in the L&D segments, respectively, as the carrying values exceeded their fair values.

(c)During the fourth quarter of 2023, in conjunction with its annual impairment testing, the Company recorded a non-cash impairment charge of $68 million associated with two tradenames in the H&CS segment, as the carrying values exceeded the fair values. The decline in the fair values of the tradenames in the H&CS segment were due to current market contraction, reflecting a reset of demand levels. During the third quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the O&R segment, as a result of a downward revision of forecasted cash flows due to market conditions, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the O&R segment was impaired and recorded a non-cash impairment charge of $22 million for the indefinite-lived tradename in the O&R segment, as the carrying value of the tradename exceeded its fair value. Also, during the third quarter of 2023, the Company concluded that a triggering event had occurred for the goodwill associated with the Baby reporting unit in the L&D segment as a result of a downward revision of forecasted cash flows due to lower volume and profitability expectations, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the Baby reporting unit goodwill was impaired and recorded a non-cash impairment charge of $241 million as the carrying value of the reporting unit exceeded its fair value. During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the H&CS segment as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure impacting discretionary spending behavior of consumers, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired. During the second quarter of 2023, the Company recorded a non-cash impairment charge of $8 million, as the carrying value of the tradename exceeded its fair value.

The Company continues to evaluate its brand strategy including the assessment of indefinite-lived criteria which may impact the future estimated intangible amortization.

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Footnote 7 — Other Accrued Liabilities

Other accrued liabilities included the following at December 31, (in millions):

Operating lease liabilities 113 110

Accrued income taxes 23 88

Customer accruals are promotional allowances and rebates, including cooperative advertising, given to customers in exchange for their selling efforts and volume purchased, as well as allowances for returns. Payments for annual rebates and other customer programs are generally made in the first quarter of the year. Included in Other are self-insurance liabilities that relate to casualty liabilities such as workers’ compensation, general and product liability and auto liability and are estimated based upon historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs.

Footnote 8 — Debt

The following is a summary of outstanding debt, net of unamortized issuance costs and original issue discount, at December 31, (in millions):

Revolving credit facility (a) (b) 130 40

Other debt 2 2

Short-term debt and current portion of long-term debt (130) (87)

(a)Included in short-term debt and current portion of long-term debt at December 31, 2024.

(b)Included in short-term debt and current portion of long-term debt at December 31, 2025.

Senior Notes

In May 2025, in an offering exempt from the registration requirements of the Securities Act of 1933 and all state securities laws, the Company completed the offering and sale of $1.25 billion of 8.500% senior notes due 2028 (the “2028 Notes”) and received proceeds of approximately $1.23 billion, net of fees and expenses paid. The 2028 Notes were issued pursuant to an indenture, dated as of May 22, 2025, between the Company and U.S. Bank Trust Company, National Association (the “Indenture”). The Indenture provides, among other things that the 2028 Notes are senior unsecured obligations of the Company and includes covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, consummate certain assets sales, make certain loans and investments, consolidate, merge or sell all or substantially all of the Company and its subsidiaries assets, enter into certain transactions with affiliates and pay distributions on, or redeem or repurchase the Company’s capital stock, subject in each case to certain qualifications and exceptions, including the termination of certain of these covenants upon the 2028 Notes receiving investment grade credit ratings. The Company used the proceeds of the offering to fully redeem its outstanding 4.200% senior notes due 2026 (the “2026 Notes”).

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In June 2025, the Company fully redeemed its 2026 Notes at a redemption price equal to 100.757% of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the redemption date. The total consideration was approximately $1.25 billion. As a result of the redemption, the Company recorded a loss on debt extinguishment of $13 million.

In November 2025, the Company repaid the outstanding principal of its 3.900% senior notes due 2025, plus accrued and unpaid interest upon maturity for total consideration of $48 million.

Revolving Credit Facility

The Company maintains a $1.00 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027. Under the Credit Revolver, the Company may borrow funds on a variety of interest terms. The Credit Revolver agreement (i) requires the Company to satisfy financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Credit Revolver, as amended), (ii) requires the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) requires the Company and other Guarantors to grant a lien and security interest in certain assets consisting of eligible accounts receivables, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations.

Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver is subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver. At December 31, 2025, there was $852 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

The Credit Revolver provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver. At December 31, 2025, the Company had approximately $37 million of outstanding standby letters of credit issued against the Credit Revolver and $130 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $685 million.

Rating Downgrades

During the second quarter of 2025, Moody’s Corporation (“Moody’s”) and S&P Global Inc. (“S&P”) downgraded the Company’s senior unsecured debt rating to “B1” and “B+”, respectively. As a result, certain of the Company’s outstanding senior notes aggregating to approximately $1.08 billion (the “Coupon-Step Notes”) were subject to an interest rate adjustment of 25 basis points for each downgrade, or 50 basis points in the aggregate, with such adjustments taking effect in the fourth quarter of 2025. The change to the interest rate due to the downgrades will increase the Company’s interest expense by approximately $5 million on an annualized basis (approximately $1 million in 2025). During the fourth quarter of 2025, Moody’s further downgraded the Company’s senior unsecured debt rating to “B2”, with no consequent effect on the interest rates applicable to the Coupon-Step Notes, as the Company has reached the maximum provision under the affected bonds.

Future Debt Maturities

The Company’s debt maturities for the five years following December 31, 2025 and thereafter are as follows (in millions):

Other

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants, with the 2028 Notes containing additional covenants, such as described above, and the 6.375% notes due 2030 and the 6.625% notes due 2032 likewise containing additional covenants consistent with the 2028 Notes. The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum collateral coverage and net leverage ratios.

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Weighted average interest rates for the years ended December 31, are as follows:

At December 31, 2025 and 2024, unamortized deferred debt issue costs were $37 million and $32 million, respectively. These costs are included in total debt and are being amortized over the respective terms of the underlying debt.

The fair values of the Company’s senior notes are based on quoted market prices and are as follows at December 31, (in millions):

Fair Value Book Value Fair Value Book Value

The carrying amounts of all other debt approximates fair value.

Footnote 9 — Derivatives and Foreign Currency Operations

Derivatives

Derivative financial instruments are generally used to manage certain interest rate and foreign currency risks. These instruments, from time to time, may primarily include interest rate swaps, forward starting interest rate swaps and forward exchange contracts. The Company’s forward exchange contracts generally do not subject the Company to exchange rate risk because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. However, these instruments, when settled, impact the Company’s cash flows from operations to the extent the underlying transaction being hedged is not simultaneously settled due to an extension, a renewal or otherwise.

On the date when the Company enters into a derivative, the derivative is designated as a hedge of the identified exposure. The Company measures effectiveness of its hedging relationships both at hedge inception and on an ongoing basis.

Interest Rate Contracts

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company may use fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps would be used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs. The settlement of interest rate swaps is included in interest expense, net in the Consolidated Statements of Operations.

At December 31, 2025, the Company had approximately $1.00 billion notional amount of interest rate swaps due September 2027 and September 2029 that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against the principal of the 6.375% senior notes due 2027 and the 6.625% senior notes due 2029 for the remaining life of the notes. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements. These swaps mature on dates ranging from November 2026 to September 2029, with an aggregate notional amount of $2.13 billion. These cross-currency swaps were designated as net investment hedges of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed or floating rate of Euro-based interest and receives a fixed or floating rate of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the twelve months ended December 31, 2025, 2024 and 2023, the Company recognized income of $34 million, $35 million

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and $38 million, respectively, in interest expense, net, in the Company’s Consolidated Statement of Operations, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through December 2026. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption (net sales and cost of products sold) in the Company’s Consolidated Statement of Operations as the underlying hedged item. At December 31, 2025, the Company had approximately $287 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions. At December 31, 2025, the Company had approximately $1.11 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through November 2026. Fair market value gains or losses are included in the results of operations and are classified in other expense, net in the Company’s Consolidated Statement of Operations.

The following table presents the fair value of derivative financial instruments at December 31, (in millions):

Balance Sheet Location Assets (Liabilities)

Derivatives designated as effective hedges:

Cash Flow Hedges

Foreign currency contracts Prepaid expenses and other current assets $ 2 $ 9

Foreign currency contracts Other accrued liabilities (4) (1)

Fair Value Hedges

Interest rate swaps Other accrued liabilities (2) (7)

Interest rate swaps Other noncurrent liabilities (4) (23)

Net Investment Hedges

Cross-currency swaps Prepaid expenses and other current assets 11 30

Cross-currency swaps Other assets — 38