FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Peterson Christopher H
  2. Issuer Name and Ticker or Trading Symbol
NEWELL BRANDS INC. [NWL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O NEWELL BRANDS INC., 6655 PEACHTREE DUNWOODY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024
(Street)

ATLANTA, GA 30328		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/16/2024   M   25,224 (1) A $ 0 331,635 D  
Common Stock 02/16/2024   F   7,508 D $ 7.67 (2) 324,127 D  
Common Stock 02/16/2024   M   30,273 A $ 0 354,400 D  
Common Stock 02/16/2024   F   9,034 D $ 7.67 (2) 345,366 D  
Common Stock 02/17/2024   M   41,247 A $ 0 386,613 D  
Common Stock 02/16/2024   F   18,496 D $ 7.67 (2) 368,117 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 02/16/2024   M     25,224   (4)   (5) Common Stock 25,224 $ 0 0 D  
Restricted Stock Units (6) 02/16/2024   M     30,273   (7)   (8) Common Stock 30,273 $ 0 0 D  
Restricted Stock Units (6) 02/17/2024   M     41,247   (7)   (8) Common Stock 41,247 $ 0 0 D  
Restricted Stock Units (6) 02/16/2024   A   488,917     (7)   (8) Common Stock 488,917 $ 0 488,917 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Peterson Christopher H
C/O NEWELL BRANDS INC.
6655 PEACHTREE DUNWOODY ROAD
ATLANTA, GA 30328		   X     President & CEO  

Signatures

 /s/ Bradford R. Turner, Attorney in Fact for Christopher H. Peterson   02/21/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Company's Compensation and Human Capital Committee certified partial achievement of the pre-established performance goals resulting in the vesting of the Reporting Person's target shares. The terms of the Reporting Person's Performance-Based Restricted Stock Units ("PRSU") provided for the payout of 0% to 200% of the original grant based on the actual achievement of performance metrics related to core sales growth and cumulative free cash flow between January 1, 2021. and December 31, 2023.
(2) Withholding of shares to cover taxes on the vesting was calculated based on the Company's closing stock price on February 16, 2024.
(3) Each Performance Based Restricted stock unit represents the right to receive, the following vesting between 0% and 200% of one share of the Company's common stock.
(4) Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of the Company's common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a three (3) year period beginning January 1, 2021 and ending December 31, 2023, and certification of such performance by the Company's Compensation and Human Capital Committee following the conclusion of the performance period.
(5) If and to the extent the relevant performance criteria are not met, the performance-based restricted stock unit grant expires on the third anniversary of the grant date with a payout of 0%.
(6) Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
(7) The restricted stock unit vests ratably in one-third increments on the grant date's first, second, and third anniversaries, subject to the Reporting Person's continuous employment with the Company.
(8) N/A

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