Whirlpool Announces Strategic Recapitalization to Accelerate Deleveraging and Strategic Growth

Rhea-AI Summary

Whirlpool (NYSE: WHR) launched concurrent public offerings of common stock and depositary shares (each representing 1/20th of a new Series A mandatory convertible preferred), targeting aggregate proceeds of $800,000,000.

Proceeds are planned to repay part of the revolving credit facility and to fund general corporate purposes, including vertical integration and automation investments. Depositary Shares are expected to list as WHR.PRA and Preferred Stock will automatically convert around February 15, 2029.

Positive

• $800,000,000 aggregate expected proceeds
• Proceeds earmarked to repay revolving credit
• Planned investment in vertical integration and automation

Negative

• Issuance could cause share dilution for existing shareholders
• Dividend rate and conversion terms not yet determined
• Currently no public market for Depositary Shares or Preferred Stock

Key Figures

Aggregate offering proceeds: $800,000,000 Over-allotment option period: 30 days Depositary share interest: 1/20th interest +3 more

6 metrics

Aggregate offering proceeds $800,000,000 Concurrent common and depositary share offerings

Over-allotment option period 30 days Underwriters’ option to purchase additional securities

Depositary share interest 1/20th interest Each depositary share represents 1/20th of a preferred share

Liquidation preference $1,000 per share Per share of Series A Mandatory Convertible Preferred Stock

Mandatory conversion date February 15, 2029 Automatic conversion of preferred into common stock

Listing symbol WHR.PRA Intended NYSE symbol for Depositary Shares

Market Reality Check

Price: $83.21 Vol: Volume 736,456 is about 0...

low vol

$83.21 Last Close

Volume Volume 736,456 is about 0.37x the 20-day average of 1,992,556, indicating subdued trading activity ahead of this recapitalization news. low

Technical Shares at $83.21 are very close to the $83.51 200-day MA, reflecting a balance between recent pressure and longer-term trend.

Peers on Argus

WHR was down 1.24% while key peers showed mixed moves: MHK (-2.56%), PATK (-4.66...

1 Up

WHR was down 1.24% while key peers showed mixed moves: MHK (-2.56%), PATK (-4.66%), HNI (-1.27%), SCS (+0.62%), SGI (-3.64%). Peer momentum data flagged only one name, suggesting this capital raise is a stock-specific driver rather than a broad household-appliance sector move.

Historical Context

5 past events · Latest: Feb 16 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 16	Dividend declaration	Positive	-1.7%	Announced $0.90 quarterly dividend with specified record and payment dates.
Feb 12	Brand showcase	Positive	-2.6%	JennAir unveiled new kitchen designs and induction offerings at KBIS 2026.
Feb 12	Product marketing	Positive	-2.6%	KitchenAid launched 2026 Color of the Year and limited-edition range.
Feb 12	Correction notice	Positive	-2.6%	Corrected details on KitchenAid Spearmint products and pricing.
Feb 10	Innovation launch	Positive	+3.7%	KitchenAid highlighted new smart ovens, refrigerators, and dishwashers at KBIS.

Pattern Detected

Recent marketing and product news, plus a dividend announcement, often coincided with negative 24-hour moves, with only one innovation-focused release seeing a positive reaction.

Recent Company History

Over the past weeks, Whirlpool issued several brand and product announcements and a dividend declaration. A $0.90 quarterly dividend for payment on March 26, 2026 was followed by a -1.66% move. Multiple KitchenAid and JennAir design and color launches around KBIS 2026 saw shares move about -2.6%, while a major innovation showcase on Feb 10 coincided with a 3.74% rise. Today’s recapitalization and equity offerings follow this period of active communication and portfolio repositioning.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-02-23

Whirlpool has an effective S-3ASR shelf registration dated February 23, 2026, allowing it to offer various securities, including common stock, preferred stock and depositary shares from time to time via prospectus supplements. Today’s common and preferred offerings utilize this framework, but the shelf itself registers an unspecified amount of securities.

Market Pulse Summary

This announcement details a sizable $800,000,000 recapitalization via concurrent common stock and ma...

Analysis

This announcement details a sizable $800,000,000 recapitalization via concurrent common stock and mandatory convertible preferred offerings, with preferred shares mandatorily converting into common by February 15, 2029. Whirlpool plans to repay revolving credit borrowings and fund vertical integration and automation. The transaction is conducted under an effective S-3ASR shelf registration. Investors may watch final pricing terms, dividend rate, and conversion mechanics to assess the trade-off between deleveraging benefits and dilution from new equity.

Key Terms

underwritten public offerings, depositary shares, mandatory convertible preferred stock, liquidation preference, +2 more

6 terms

underwritten public offerings financial

"announced today the launch of concurrent separate underwritten public offerings of (i) shares"

An underwritten public offering is when a company sells new shares to the public with investment banks agreeing to buy any unsold shares, guaranteeing the company will receive the promised cash. Think of it like a store manager who promises to buy any leftover inventory so the seller gets paid upfront; this provides certainty of funding but can dilute existing shareholders and affect the stock price, so investors watch size, purpose, and terms closely.

depositary shares financial

"and (ii) depositary shares ("Depositary Shares"), each representing a 1/20th interest"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

mandatory convertible preferred stock financial

"interest in a share of newly issued Series A Mandatory Convertible Preferred Stock"

A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.

liquidation preference financial

"The Preferred Stock is expected to have a liquidation preference of $1,000 per share."

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

registration statement on Form S-3 regulatory

"A registration statement on Form S-3 relating to these securities has been filed"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"Each Offering may be made only by means of a prospectus supplement and accompanying prospectus."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

BENTON HARBOR, Mich., Feb. 23, 2026 /PRNewswire/ -- Whirlpool Corporation [NYSE: WHR] ("Whirlpool" or the "Company") announced today the launch of concurrent separate underwritten public offerings of (i) shares of common stock, par value $1.00 per share ("Common Stock") and (ii) depositary shares ("Depositary Shares"), each representing a 1/20th interest in a share of newly issued Series A Mandatory Convertible Preferred Stock, par value $1.00 per share ("Preferred Stock") (together, the "Offerings"). The aggregate proceeds from the Offerings are anticipated to be $800,000,000. Whirlpool expects to grant to the underwriters of the Offerings a 30-day option to purchase additional shares of Common Stock and Depositary Shares, solely to cover over-allotments, if any. Whirlpool intends to use the net proceeds from the Offerings to repay a portion of the amounts outstanding under the Company's revolving credit facility and for general corporate purposes, including strategic investments in vertical integration and automation.

Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The Preferred Stock is expected to have a liquidation preference of $1,000 per share. Unless earlier converted, each share of Preferred Stock will automatically convert, for settlement on or about February 15, 2029, into a variable number of shares of Common Stock based on the applicable conversion rate, and each Depositary Share will automatically convert into a number of shares of Common Stock equal to a proportionate fractional interest in such shares of Common Stock. The dividend rate, conversion terms and other terms of the Preferred Stock will be determined at the time of pricing of the offering of the Depositary Shares. Currently, there is no public market for the Depositary Shares or the Preferred Stock. Whirlpool intends to apply to list the Depositary Shares on The New York Stock Exchange under the symbol "WHR.PRA."

Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as lead joint bookrunning managers for the Offerings. BNP Paribas Securities Corp. and Mizuho Securities USA LLC are acting as joint bookrunning managers for the Offerings. Scotia Capital (USA) Inc. is also acting as a joint bookrunning manager for the offering of the Depositary Shares and a co-manager for the offering of the Common Stock. ICR Capital LLC is acting as Whirlpool's financial advisor for the offering of the Depositary Shares.

A registration statement on Form S-3 relating to these securities has been filed with the Securities and Exchange Commission (the "SEC") and has become effective. Each Offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplements and accompanying prospectuses related to the Offerings can be obtained by visiting the SEC's website at http://www.sec.gov or by contacting Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at 800-645-3751 or by email at WFScustomerservice@wellsfargo.com; J.P. Morgan Securities LLC, Attention: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com; or Citigroup Global Markets Inc., Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 800-831-9146.

This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.

ABOUT WHIRLPOOL CORPORATION

Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, the company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In 2025, the company reported approximately $16 billion in annual net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.

WEBSITE DISCLOSURE

We routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

WHIRLPOOL ADDITIONAL INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include statements relating to the offerings of Common Stock, Preferred Stock and Depositary Shares, our ability to complete the Offerings on the anticipated timeline or at all and the anticipated use of the net proceeds therefrom, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.

Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; and (25) the uncertain global economy and changes in economic conditions. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.

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SOURCE Whirlpool Corporation

FAQ

How much is Whirlpool (WHR) aiming to raise with the February 23, 2026 offerings?

Whirlpool is targeting aggregate gross proceeds of $800,000,000 from the concurrent offerings. According to the company, proceeds are intended to repay part of its revolving credit facility and support general corporate purposes including automation investments.

What securities is Whirlpool (WHR) offering in the February 23, 2026 transaction?

Whirlpool is offering common stock and depositary shares tied to Series A mandatory convertible preferred. According to the company, each depositary share represents a 1/20th interest in a preferred share and carries proportional rights.

When will Whirlpool's (WHR) Series A preferred automatically convert to common stock?

Each preferred share is expected to automatically convert on or about February 15, 2029. According to the company, conversion will produce a variable number of common shares based on the final conversion rate set at pricing.

Will Whirlpool (WHR) list the Depositary Shares and under what ticker?

Whirlpool intends to apply to list the depositary shares on the New York Stock Exchange under the ticker WHR.PRA. According to the company, currently there is no public market for these depositary shares or the preferred stock.

How will Whirlpool (WHR) use the net proceeds from the offerings announced February 23, 2026?

Net proceeds are planned to repay a portion of the company's revolving credit facility and for general corporate purposes. According to the company, this includes targeted strategic investments in vertical integration and automation.

What key terms of Whirlpool's (WHR) preferred stock remain undecided at pricing?

The dividend rate, conversion terms and other specific preferred-stock terms will be set at pricing. According to the company, those final economic terms will be determined when the offerings are priced with underwriters.