Whirlpool Corporation Announces Pricing of Upsized Concurrent Offerings of Common Stock and Depositary Shares

Rhea-AI Summary

Whirlpool (NYSE: WHR) priced concurrent offerings: 6,884,057 shares of common stock at $69.00 and 10,500,000 depositary shares (each 1/20th of an 8.50% mandatory convertible preferred) at $50.00 per depositary share.

Net proceeds are roughly $454.9M (common) and $508.1M (depositary shares). Proceeds are intended to repay part of the revolving credit facility and for general corporate purposes, including investments in vertical integration and automation. The offerings expect to close on February 27, 2026.

Positive

• Net proceeds of $454.9M from common stock offering
• Net proceeds of $508.1M from depositary shares offering
• Proceeds earmarked to repay revolver and fund automation investments

Negative

• Issuance of 6.88M common shares creates immediate shareholder dilution
• Mandatory conversion could add up to ~152.2M common shares equivalent (max conversion range)
• Private placement closing subject to approvals and a 240-day buyer delay

Key Figures

Common shares offered: 6,884,057 shares Common offering price: $69.00 per share Depositary Shares offered: 10,500,000 shares +5 more

8 metrics

Common shares offered 6,884,057 shares Underwritten Common Stock Offering at $69.00 per share

Common offering price $69.00 per share Public offering price for new common stock

Depositary Shares offered 10,500,000 shares Depositary Shares for 8.50% Series A Mandatory Convertible Preferred

Depositary Share price $50.00 per Depositary Share Public offering price in Depositary Shares Offering

Net proceeds common $454.9 million Net proceeds from Common Stock Offering, excluding over-allotment exercise

Net proceeds preferred $508.1 million Net proceeds from Depositary Shares Offering, excluding over-allotment exercise

Preferred dividend rate 8.50% per annum Dividend on $1,000 liquidation preference, payable quarterly to 2029

Private placement size $30 million 434,782 common shares at $69.00 to Guangdong Whirlpool Electrical Appliances

Market Reality Check

Price: $71.67 Vol: Volume 7,645,469 vs 20-da...

high vol

$71.67 Last Close

Volume Volume 7,645,469 vs 20-day average 2,263,570 (about 3.38x normal activity) ahead of the offerings. high

Technical Shares at 71.67 are trading below the 200-day MA of 83.52, reflecting a pre-existing downtrend.

Peers on Argus

WHR fell 13.87% while peers were mixed: MHK +1.39%, PATK -1.41%, HNI -1.28%, SCS...

WHR fell 13.87% while peers were mixed: MHK +1.39%, PATK -1.41%, HNI -1.28%, SCS +0.62%, SGI +1.98%, indicating a stock-specific reaction to the capital raise.

Historical Context

5 past events · Latest: Feb 23 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Recapitalization plan	Negative	-1.5%	Announced concurrent equity and preferred offerings to raise $800M for deleveraging.
Feb 16	Dividend declaration	Positive	-1.7%	Declared $0.90 quarterly dividend with specified record and payment dates.
Feb 12	Brand marketing event	Neutral	-2.6%	JennAir showcased new kitchen designs and induction products at KBIS 2026.
Feb 12	Product launch	Neutral	-2.6%	KitchenAid introduced Spearmint 2026 Color of the Year and limited appliances.
Feb 12	Correction release	Neutral	-2.6%	Clarified details of KitchenAid Spearmint launch and product pricing.

Pattern Detected

Recent WHR headlines, including recapitalization and product news, have often been followed by modest share price declines, even on neutral-to-positive announcements.

Recent Company History

Over recent weeks, Whirlpool announced a strategic recapitalization with concurrent equity and preferred offerings targeting $800,000,000 in proceeds to deleverage and fund vertical integration and automation. A regular $0.90 quarterly dividend was declared for shareholders of record on February 27, 2026. Brand-focused KitchenAid and JennAir product and design updates were also highlighted. Today’s detailed pricing of the upsized offerings and related private placement follows directly from the recapitalization plan disclosed on February 23, 2026.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-02-23

An effective S-3ASR shelf filed on February 23, 2026 allows Whirlpool to issue various securities, including common stock, preferred stock and depositary shares from time to time. The current common and preferred offerings are being executed off this shelf, as reflected in the recent 424B3 prospectus supplements.

Market Pulse Summary

This announcement details final pricing and structure for Whirlpool’s upsized common stock and Depos...

Analysis

This announcement details final pricing and structure for Whirlpool’s upsized common stock and Depositary Share offerings, plus a related private placement, all under its effective S-3ASR shelf. Proceeds of about $454.9 million from common and $508.1 million from preferred are earmarked to repay revolving credit borrowings and fund general corporate purposes. Investors may track execution risks around the private placement approvals, the 8.50% preferred dividend burden, and future takedowns under the shelf registration.

Key Terms

depositary shares, mandatory convertible preferred stock, underwritten public offerings, over-allotments, +4 more

8 terms

depositary shares financial

"separate underwritten public offerings of (i) 6,884,057 shares of common stock... and (ii) 10,500,000 depositary shares"

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

"each representing a 1/20th interest in a share of newly issued 8.50% 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.

underwritten public offerings financial

"previously announced separate underwritten public offerings of (i) 6,884,057 shares of common stock"

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.

over-allotments financial

"30-day option to purchase up to an additional (i) 1,014,493 shares of Common Stock... solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

private placement financial

"The sale was done in a private placement (the "Private Placement") in reliance on Section 4(a)(2)"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration statement on Form S-3 regulatory

"A registration statement on Form S-3 relating to these securities has been filed with the Securities and Exchange Commission"

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.

volume-weighted average price financial

"determined based on the volume-weighted average price of the Common Stock over the 20 consecutive trading day period"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

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. 25, 2026 /PRNewswire/ -- Whirlpool Corporation [NYSE: WHR] ("Whirlpool" or the "Company") announced today the pricing of its previously announced separate underwritten public offerings of (i) 6,884,057 shares of common stock, par value $1.00 per share ("Common Stock"), at a public offering price of $69.00 per share (the "Common Stock Offering") and (ii) 10,500,000 depositary shares ("Depositary Shares"), each representing a 1/20th interest in a share of newly issued 8.50% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share ("Preferred Stock"), at a public offering price of $50.00 per Depositary Share (the "Depositary Shares Offering" and, together, the "Offerings"). Whirlpool has granted the underwriters in each respective offering a 30-day option to purchase up to an additional (i) 1,014,493 shares of Common Stock and (ii) 1,000,000 Depositary Shares, solely to cover over-allotments, if any, in each case at the public offering price less the applicable underwriting discount. The Offerings are expected to close on February 27, 2026, subject to customary closing conditions.

On February 24, 2026, the Company entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Guangdong Whirlpool Electrical Appliances Co., Ltd. (the "Buyer") for the sale of an aggregate of 434,782 shares of the Company's Common Stock at a price per share of $69.00, for an aggregate purchase price of $30 million. The sale was done in a private placement (the "Private Placement") in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The Buyer is a wholly owned subsidiary of Whirlpool (China) Co., Ltd. ("Whirlpool China"), an entity of which the Company indirectly holds a minority equity interest and which is listed on the Shanghai Stock Exchange. The effectiveness of the Purchase Agreement is subject to the approval of the shareholders of Whirlpool China. Also on February 24, 2026, Guangdong Galanz Household Appliances Co., Ltd. (the "Support Party"), the controlling shareholder of Whirlpool China, delivered a Letter of Understanding to the Company, which provides, among other things, that the Support Party will use reasonable best efforts to cause Whirlpool China to convene a shareholder meeting to consider the approval of the Purchase Agreement and to vote in favor of the Purchase Agreement at such meeting. The closing of the Private Placement is also subject to customary conditions, including certain regulatory approvals. The closing date for the Private Placement is initially scheduled to occur on July 31, 2026. The closing date can be unilaterally delayed by the Buyer for up to 240 days. The closing of the Private Placement is not a condition to the closing of the Offerings. No assurance can be given that the Private Placement will be consummated in a timely manner or at all.  Wells Fargo Securities, LLC acted as placement agent in connection with the Private Placement.

The net proceeds from the Common Stock Offering will be approximately $454.9 million (assuming the underwriters do not exercise the option to purchase additional shares of Common Stock) and the net proceeds from the Depositary Shares Offering will be approximately $508.1 million (assuming the underwriters do not exercise the over-allotment option to purchase additional Depositary Shares), in each case after deducting the applicable underwriting discount and estimated offering expenses payable by Whirlpool. 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 will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of Common Stock or in any combination of cash and shares of Common Stock) at a rate per annum equal to 8.50% on the liquidation preference thereof, which is $1,000 per share, payable when, as and if declared by Whirlpool's board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15  of each year, beginning on May 15, 2026 and ending on, and including, February 15, 2029. Unless earlier converted, each outstanding share of Preferred Stock will automatically convert for settlement on or about February 15, 2029, into between 12.334 and 14.492 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 0.6167 and 0.7246 shares of Common Stock), subject to customary anti-dilution adjustments, determined based on the volume-weighted average price of the Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to February 15, 2029. Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the Depositary Shares Offering), at any time prior to the mandatory conversion settlement date, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of Preferred Stock, on such holder's behalf, into a number of shares of Common Stock equal to the minimum conversion rate of 12.334, subject to certain anti-dilution and other adjustments. Currently, there is no public market for the Depositary Shares or the Preferred Stock. Whirlpool has applied 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. BofA Securities, Inc., Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc. are acting as joint bookrunning managers for the Depositary Shares Offering, BofA Securities, Inc. and Goldman Sachs & Co. LLC are acting as joint bookrunning managers for the Common Stock Offering and Scotia Capital (USA) Inc. is acting as a co-manager for the Common Stock Offering. MUFG Securities Americas Inc., PNC Capital Markets LLC, Loop Capital Markets LLC and Itau BBA USA Securities, Inc. are acting as co-managers for the Offerings. ICR Capital LLC is acting as Whirlpool's financial advisor for the Depositary Shares Offering.

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. When available, copies of the final 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

What did Whirlpool (WHR) announce about the size and price of its February 25, 2026 offerings?

Whirlpool priced two offerings: 6,884,057 common shares at $69.00 and 10,500,000 depositary shares at $50.00. According to the company, each depositary share represents a 1/20th interest in an 8.50% mandatory convertible preferred share.

How much net cash will Whirlpool (WHR) raise from the common and depositary offerings?

Whirlpool expects net proceeds of approximately $454.9 million from the common offering and $508.1 million from the depositary offering. According to the company, those figures assume underwriters do not exercise over-allotment options.

How does the 8.50% Series A mandatory convertible preferred issued by WHR convert into common stock?

Each preferred will automatically convert on or about February 15, 2029 into between 12.334 and 14.492 shares of common stock. According to the company, the final conversion rate depends on a 20-day VWAP measured before the conversion date.

What will Whirlpool (WHR) use the proceeds from the February 25, 2026 offerings for?

The company intends to use net proceeds to repay part of its revolving credit facility and for general corporate purposes, including strategic investments in vertical integration and automation. According to the company, these are the primary stated uses.

Will the depositary shares for WHR be listed and is there a market now?

Currently there is no public market for the depositary shares or the preferred stock; Whirlpool has applied to list depositary shares on the NYSE under WHR.PRA. According to the company, listing is pending and not yet established.

What are the timing and conditions for the Private Placement tied to Whirlpool's February 24, 2026 purchase agreement?

The Private Placement of 434,782 shares is scheduled to close initially on July 31, 2026 but the buyer may delay up to 240 days. According to the company, closing is subject to shareholder approval and customary regulatory conditions.