NEWELL BRANDS INC.NWL
NEWELL BRANDS INC. Debt Disclosure
Debt
The following is a summary of outstanding debt, net of unamortized issuance costs and original issue discount, at December 31, (in millions):
| 2025 | 2024 | ||||||||||
3.900% senior notes due 2025 (a) | $ | — | $ | 47 | |||||||
4.200% senior notes due 2026 | — | 1,233 | |||||||||
6.375% senior notes due 2027 | 497 | 486 | |||||||||
8.500% senior notes due 2028 | 1,239 | — | |||||||||
6.625% senior notes due 2029 | 492 | 477 | |||||||||
6.375% senior notes due 2030 | 743 | 741 | |||||||||
6.625% senior notes due 2032 | 495 | 494 | |||||||||
5.375% senior notes due 2036 | 417 | 417 | |||||||||
5.500% senior notes due 2046 | 658 | 658 | |||||||||
Revolving credit facility (a) (b) | 130 | 40 | |||||||||
| Other debt | 2 | 2 | |||||||||
| Total debt | 4,673 | 4,595 | |||||||||
| Short-term debt and current portion of long-term debt | (130) | (87) | |||||||||
| Long-term debt | $ | 4,543 | $ | 4,508 | |||||||
(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”).
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):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||
| $130 | $500 | $1,252 | $500 | $750 | $1,586 | $4,718 | ||||||||||||||||||||||||||||||||
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.
Weighted average interest rates for the years ended December 31, are as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Total debt | 6.4% | 5.8% | 5.2% | |||||||||||||||||
| Short-term debt | 6.7% | 8.0% | 6.9% | |||||||||||||||||
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):
| 2025 | 2024 | ||||||||||||||||||||||
| Fair Value | Book Value | Fair Value | Book Value | ||||||||||||||||||||
| Senior notes | $ | 4,493 | $ | 4,541 | $ | 4,624 | $ | 4,553 | |||||||||||||||
The carrying amounts of all other debt approximates fair value.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 15, 2023 | |
| 2021 | Feb 14, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 4, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.