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Whirlpool (NYSE: WHR) upsizes and prices $2B senior secured second lien notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Whirlpool Corporation has priced a private offering of $1.0 billion of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion of 7.875% Senior Secured Second Lien Notes due 2034, upsized from $750 million of each series. The notes are being sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S.

Closing is expected on June 16, 2026, contingent on Whirlpool’s new asset-based revolving credit facility. Whirlpool plans to use the net proceeds, together with borrowings under that facility, to fund a tender offer and related actions for its 1.250% Senior Notes due 2026 and 1.100% Senior Notes due 2027, repay its existing unsecured revolving credit facility, and pay related fees and expenses.

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Insights

Whirlpool is refinancing near-term low‑coupon debt with larger, secured longer‑dated notes.

Whirlpool is issuing $1.0 billion of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion of 7.875% notes due 2034, upsized from $750 million per tranche. The notes are second‑lien but secured by substantially all assets that also secure a first‑lien ABL facility.

Proceeds, plus new ABL borrowings, will fund a tender offer and discharge of 1.250% notes due 2026 and 1.100% notes due 2027, repay the existing unsecured revolver, and cover fees. This extends maturities but raises coupon costs, with net impact depending on future operating performance and leverage metrics not detailed here.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2031 notes size $1.0 billion aggregate principal amount 7.500% Senior Secured Second Lien Notes due 2031
2034 notes size $1.0 billion aggregate principal amount 7.875% Senior Secured Second Lien Notes due 2034
2031 coupon 7.500% per year Interest on 2031 Notes from June 16, 2026, paid semi-annually
2034 coupon 7.875% per year Interest on 2034 Notes from June 16, 2026, paid semi-annually
Original planned size per tranche $750 million Previously announced aggregate principal amount for each series before upsizing
Existing 2026 notes coupon 1.250% Senior Notes due 2026 to be targeted in tender offer
Existing 2027 notes coupon 1.100% Senior Notes due 2027 to be targeted in tender offer
2025 annual net sales $16 billion Whirlpool 2025 annual net sales, about 90% in Americas
Senior Secured Second Lien Notes financial
"7.500% Senior Secured Second Lien Notes due 2031"
A senior secured second lien note is a type of loan or bond that is backed by specific company assets but is paid after a first‑lien lender if those assets must be sold. Think of it as two people holding a mortgage on the same house: the first person gets paid from a sale first, and the second person gets whatever remains; because of that lower payout priority, second‑lien notes usually offer higher interest to compensate investors for the added risk. Investors watch these for the trade-off between higher yield and greater recovery uncertainty in a default.
asset-based revolving credit facility financial
"subject to the closing of the Company’s proposed asset-based revolving credit facility"
A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.
Rule 144A regulatory
"qualified institutional buyers under Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
second-priority basis financial
"secured, on a second-priority basis, subject to permitted liens and certain exceptions"
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Understanding 8-K Material Events →
WHIRLPOOL CORP /DE/ NYSE 2000 North M-63 false 0000106640 0000106640 2026-06-02 2026-06-02 0000106640 us-gaap:CommonStockMember 2026-06-02 2026-06-02 0000106640 us-gaap:SeriesAPreferredStockMember 2026-06-02 2026-06-02
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 2, 2026

 

 

WHIRLPOOL CORPORATION

(Exact name of registrant as Specified in Charter)

 

 

 

Delaware   1-3932   38-1490038

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

2000 North M-63, Benton Harbor, Michigan   49022-2692
(Address of principal executive offices)   (Zip Code)

(269) 923-5000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol(s)

  

Name of each exchange
on which registered

Common stock, par value $1.00 per share   WHR   New York Stock Exchange and NYSE Texas
Depositary Shares, each representing a 1/20 interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock   WHR-PRA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01 Other Events

On June 2, 2026, Whirlpool Corporation (the “Company”) issued a press release announcing the pricing of the previously announced private offering (the “Notes Offering”) by the Company of $1.0 billion in aggregate principal amount of its 7.500% Senior Secured Second Lien Notes due 2031 (the “2031 Notes”) and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

A copy of the press release relating to the pricing of the Notes Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the securities would be made only by means of a confidential offering memorandum. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Exhibit

99.1    Press Release issued by Whirlpool Corporation dated June 2, 2026, relating to the Notes Offering.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      WHIRLPOOL CORPORATION
June 2, 2026     By:  

   /s/ Roxanne L. Warner

      Name: Roxanne L. Warner
      Title:  Executive Vice President and Chief Financial Officer

Exhibit 99.1

Whirlpool Announces Upsize and Pricing of Offering of Secured Notes

BENTON HARBOR, Mich., June 2, 2026 /PRNewswire/ – Whirlpool Corporation (NYSE: WHR) (“Whirlpool” or the “Company”) announced today that it priced its offering of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 (the “2031 Notes”) and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The offering was upsized from the previously announced offering size of $750 million in aggregate principal amount of each of the 2031 Notes and the 2034 Notes. The 2031 Notes will bear interest at the rate of 7.500% per year and the 2034 Notes will bear interest at the rate of 7.875% per year, in each case from June 16, 2026, payable semi-annually in arrears. The 2031 Notes will have a maturity date of July 1, 2031 and the 2034 Notes will have a maturity date of July 1, 2034, unless earlier repurchased or redeemed in accordance with their terms. The closing of the offering of the Notes is expected to occur on June 16, 2026, subject to the closing of the Company’s proposed asset-based revolving credit facility (the “ABL Credit Facility”) and other customary closing conditions.

Whirlpool intends to use the net proceeds from the issuance of the Notes, together with borrowings under the ABL Credit Facility, to (i) pay the consideration for all 1.250% Senior Notes due 2026 (the “2026 Existing Notes”) and 1.100% Senior Notes due 2027 (the “2027 Existing Notes” and, together with the 2026 Existing Notes, the “Existing Notes”) in each case issued by Whirlpool Finance Luxembourg S.à r.l., a wholly owned subsidiary of Whirlpool, that are validly tendered to the Company in a tender offer and consent solicitation (the “Concurrent Tender Offer and Consent Solicitation”), (ii) satisfy and discharge, in accordance with the indenture governing the Existing Notes, as amended pursuant to the Concurrent Tender Offer and Consent Solicitation (the “Existing Notes Indenture”), any such Existing Notes that remain outstanding following the completion of the Concurrent Tender Offer and Consent Solicitation, by irrevocably depositing with the trustee under the Existing Notes Indenture funds sufficient to pay the principal of and interest on such Existing Notes as and when due, (iii) repay the amount outstanding under the Company’s existing unsecured revolving credit facility, and (iv) pay fees and expenses in connection with the foregoing.

The Notes and the obligations of the Company under the Notes and the indenture that will govern the Notes will be, jointly and severally, unconditionally guaranteed by each domestic and Canadian subsidiary of the Company that is a borrower under, or a guarantor of, the Company’s obligations under the ABL Credit Facility (the “Guarantors”). The Notes and related guarantees will be secured, on a second-priority basis, subject to permitted liens and certain exceptions described in the offering memorandum, by all the assets of the Company and the Guarantors that secure the obligations under the ABL Credit Facility on a first-priority basis. Some of our assets will be excluded from the collateral, such as our domestic manufacturing facilities, shares of capital stock of our subsidiaries or debts owing from our subsidiaries to us.

Neither the Notes nor the related guarantees have been registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any other jurisdiction, and are not being offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. The offering of the Notes is being made only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.

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. In addition, this press release does not constitute a notice of redemption or offer to purchase pursuant to the Concurrent Tender Offer and Consent Solicitation with respect to the 2026 Existing Notes or the 2027 Existing Notes.

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.

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, but are not limited to, statements relating to our ability to complete the offering of the Notes 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; (25) the uncertain global economy and changes in economic conditions; (26) financing and liquidity uncertainty including payment of dividends on our 8.50% Mandatory Convertible Preferred Stock; (27) the dilutive effect of conversion and potential dividend payments in common stock for our 8.50% Mandatory Convertible Preferred Stock; (28) the liquidation preference of our 8.50% Mandatory Convertible Preferred Stock above our common stock; and (29) reduced operational flexibility and liquidity under our ABL Credit Facility. 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.

SOURCE Whirlpool Corporation

Source: View Original Filing on SEC EDGAR

FAQ

What type of notes is Whirlpool (WHR) issuing in this 8-K filing?

Whirlpool is issuing $1.0 billion of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion of 7.875% Senior Secured Second Lien Notes due 2034, both sold privately to institutional and non-U.S. investors.

How large is Whirlpool’s new secured notes offering and how was it changed?

The offering totals $2.0 billion, split evenly between 2031 and 2034 notes. It was upsized from a previously announced $750 million of each series, indicating greater debt issuance than first planned.

What will Whirlpool (WHR) use the proceeds of the secured notes for?

Whirlpool plans to use net proceeds, with new ABL borrowings, to fund a tender offer and discharge of 1.250% notes due 2026 and 1.100% notes due 2027, repay its existing unsecured revolving credit facility, and pay related fees and expenses.

Who can purchase Whirlpool’s new Senior Secured Second Lien Notes?

The notes are being sold privately to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S, without registration under the Securities Act.

What security and guarantees back Whirlpool’s new notes?

The notes are guaranteed by certain domestic and Canadian subsidiaries that support the ABL Credit Facility and are secured on a second-priority basis by assets that secure the ABL facility, with some assets, such as domestic manufacturing sites, excluded.

How does this financing relate to Whirlpool’s existing 2026 and 2027 notes?

Whirlpool intends to use proceeds to pay consideration for 1.250% notes due 2026 and 1.100% notes due 2027 through a tender offer and consent solicitation, and to satisfy and discharge remaining outstanding notes under the amended indenture.

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