Whirlpool raises $2B in secured notes and new ABL

Whirlpool raises $2B in secured notes and new ABL

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What new debt did Whirlpool (WHR) issue in June 2026?

How will Whirlpool (WHR) use the proceeds from its $2.0 billion notes offering?

What are the key terms of Whirlpool’s new $2.0 billion ABL Credit Facility?

How successful was Whirlpool’s early tender offer for its 2026 and 2027 euro notes?

What prices is Whirlpool offering in its tender offer for the 2026 and 2027 notes?

What covenant protections are included in Whirlpool’s new notes and ABL agreement?

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Whirlpool Corporation is overhauling its debt structure by 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 secured on a second-lien basis.

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(High)

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(Neutral)

Form Type

8-K

Whirlpool Corporation is overhauling its debt structure by 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 secured on a second-lien basis.

The company also entered into a new asset-based revolving credit facility of up to $2.0 billion, secured by accounts receivable, inventory, intellectual property, machinery, equipment, credit card receivables and eligible cash of Whirlpool and certain subsidiaries. This facility replaces its prior long-term credit agreement.

Whirlpool plans to use proceeds from the new notes and borrowings under the ABL facility to fund tender offers for its 1.250% Notes due 2026 and 1.100% Notes due 2027, repay its existing unsecured revolver, and cover related fees and expenses. Early tender participation reached 73.06% of the €500 million 2026 Notes and 91.12% of the €600 million 2027 Notes.

Whirlpool refinances euro notes with higher‑coupon secured debt and adds a large ABL facility.

Whirlpool is issuing $2.0 billion of senior secured second-lien notes maturing in 2031 and 2034, alongside a new $2.0 billion asset-based revolver. Proceeds will fund tender offers for outstanding 1.250% 2026 notes and 1.100% 2027 notes, repay an unsecured revolver, and pay fees.

The new notes carry coupons of 7.500% and 7.875%, secured by substantially all ABL collateral on a second-lien basis, while the ABL facility is first-lien. Covenants in both the indenture and ABL agreement restrict additional indebtedness, liens, dividends, investments and asset sales, with various exceptions.

Early tender take-up was high, with 73.06% of the €500,000,000 2026 Notes and 91.12% of the €600,000,000 2027 Notes tendered by the early deadline. Future disclosures in periodic filings may show how these changes affect interest expense, liquidity headroom and covenant flexibility.

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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, or exhibit attachments filed with this report.

2031 Notes size: $1.0 billion 7.500% notes 2034 Notes size: $1.0 billion 7.875% notes ABL facility capacity: $2.0 billion +5 more

8 metrics

2031 Notes size $1.0 billion 7.500% notes Senior Secured Second Lien Notes due July 1, 2031

2034 Notes size $1.0 billion 7.875% notes Senior Secured Second Lien Notes due July 1, 2034

ABL facility capacity $2.0 billion Aggregate principal amount under new ABL Credit Facility

2026 Notes outstanding €500,000,000 1.250% Notes due 2026 aggregate principal amount

2027 Notes outstanding €600,000,000 1.100% Notes due 2027 aggregate principal amount

2026 Notes early tendered €365,313,000 (73.06%) Principal amount tendered by Early Tender Expiration

2027 Notes early tendered €546,715,000 (91.12%) Principal amount tendered by Early Tender Expiration

Tender Total Consideration 2026 €994.09 Total Consideration for 1.250% Notes due 2026 for early tenders

Senior Secured Second Lien Notes, asset-based revolving credit facility, Tender Offer, Consent Solicitation, +2 more

6 terms

Senior Secured Second Lien Notes financial

"issued $1.0 billion in aggregate principal amount of its 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

"new asset-based revolving credit facility (the “ABL Credit Facility”), to (i) pay the consideration"

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.

Tender Offer financial

"tender offer (the “Tender Offer”) to purchase for cash any and all of the outstanding 1.250% Notes due 2026"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Early Tender Premium financial

"Total Consideration, which includes the Early Tender Premium (each as defined in the Offer to Purchase"

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

fixed charge coverage ratio financial

"springing financial covenant requiring a consolidated fixed charge coverage ratio of not less than 1.00 to 1.00"

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Whirlpool issued $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 secured on a second-priority basis behind its asset-based revolving credit facility.

Whirlpool intends to use net proceeds, along with borrowings under its new ABL facility, to pay consideration for tendered 2026 and 2027 euro notes, satisfy and discharge remaining notes, repay its existing unsecured revolving credit facility, and cover related fees and expenses.

The ABL Credit Facility provides up to $2.0 billion based on a borrowing base of eligible receivables, inventory, intellectual property, equipment, credit card receivables and eligible cash, with commitments maturing on the fifth anniversary of effectiveness and interest margins tied to Availability levels.

By the early tender deadline, holders had tendered €365,313,000 of the €500,000,000 1.250% Notes due 2026 (73.06%) and €546,715,000 of the €600,000,000 1.100% Notes due 2027 (91.12%), giving Whirlpool strong early participation in its liability management transaction.

For early tenders, Whirlpool set Total Consideration of €994.09 for the 1.250% Notes due 2026 and €973.94 for the 1.100% Notes due 2027, each including an Early Tender Premium of €50.00, plus accrued and unpaid interest up to, but excluding, the Early Settlement Date.

The indenture and ABL Credit Agreement limit additional indebtedness, certain dividends and restricted payments, liens, specified investments, asset sales and major corporate transactions, subject to important limitations and exceptions, and provide customary events of default and a springing fixed charge coverage covenant when Availability falls below set thresholds.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 05:26 PM

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 12, 2026

WHIRLPOOL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-3932	38-1490038
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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 1.01

Entry into a Material Contract

Issuance of Senior Secured Second Lien Notes due 2031 and 2034

On June 16, 2026, Whirlpool Corporation (the “Company”) issued $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 Notes were issued pursuant to an indenture, dated as of June 16, 2026 (the “Indenture”), by and among the Company, the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. 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.

The Company intends to use the net proceeds from the issuance of the Notes, together with borrowings under its new asset-based revolving credit facility (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 were 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 2031 Notes will mature on July 1, 2031 and bear interest at a rate of 7.500% per annum. The 2034 Notes will mature on July 1, 2034 and bear interest at a rate of 7.875% per annum. Interest on the Notes is payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027, and accrues from June 16, 2026.

The Notes are 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 are secured, on a second-priority basis, subject to Permitted Liens and Excluded Assets (each as defined in the Indenture), by substantially 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 the Company’s assets are excluded from the collateral, such as its domestic manufacturing facilities and other real estate, shares of capital stock of its subsidiaries or debts owing from its subsidiaries to the Company.

The Company may redeem all or part of the Notes of a series at any time prior to July 1, 2028, in the case of the 2031 Notes (the “2031 Notes First Call Date”), or July 1, 2029, in the case of the 2034 Notes (the “2034 Notes First Call Date” and, together with the 2031 Notes First Call Date, a “First Call Date”), at a redemption price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem all or part of the Notes of a series at any time on or after the applicable First Call Date at the redemption prices set forth in the Indenture. In addition, at any time prior to the applicable First Call Date, the Company may redeem up to 40% of the aggregate principal amount of the Notes of a series using proceeds of certain equity offerings, at the redemption prices specified in the Indenture. Further, if the Company or certain of its subsidiaries sell certain assets, the Company may be required to offer to use the net proceeds thereby to purchase the Notes of a series at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

Upon the occurrence of specified kinds of changes of control and a ratings downgrade with respect to the Notes of a series, holders will have the right to require the Company to purchase all or any part of their Notes of such series at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture limits, among other things, the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; (ii) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (iii) create liens on certain assets to secure debt; (iv) make certain investments; (v) sell or otherwise dispose of certain assets; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets; and (vii) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods).

The foregoing summary of the Indenture and the Notes is qualified in its entirety by reference to the complete terms of the Indenture and the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and incorporated by reference into this Item 1.01.

The ABL Credit Agreement

On June 16, 2026, the Company entered into an ABL Credit and Guaranty Agreement (the “ABL Credit Agreement”) by and among the Company, certain other borrowers and guarantors, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank, N.A., Mizuho Bank, Ltd., Wells Fargo Bank, National Association, BMO Capital Markets Corp, Goldman Sachs Bank USA, PNC Bank, National Association and TD Bank, N.A. acted as Joint Lead Arrangers and Joint Bookrunners for the ABL Credit Agreement. The Bank of Nova Scotia, Fifth Third Bank, National Association, The Huntington National Bank and Standard Chartered Bank acted as Documentation Agents. The ABL Credit Agreement provides for the ABL Credit Facility in an aggregate principal amount of up to $2.0 billion, subject to a borrowing base comprised of eligible accounts, inventory, intellectual property, machinery and equipment, credit card receivables and eligible cash of the Company and certain of its subsidiaries. Borrowings under the ABL Credit Agreement may be used for working capital needs and other general corporate purposes. The commitments under the ABL Credit Agreement mature on the fifth anniversary of the effective date of the ABL Credit Agreement, unless earlier terminated in accordance with the terms of the ABL Credit Agreement. In connection with the effectiveness of the ABL Credit Agreement, the Company’s existing long-term credit agreement was repaid in full and the commitments thereunder terminated.

The interest rates payable with respect to the ABL Credit Agreement are based on the Company’s Availability (as defined in the ABL Credit Agreement). Borrowings under the ABL Credit Agreement bear interest, at the Company’s election and depending on the currency and type of borrowing, at rates based on Term SOFR Rate, the Alternate Base Rate (each as defined in the ABL Credit Agreement) or other applicable benchmark rates, plus an applicable margin ranging from 1.50% to 2.00% per annum for Term Benchmark advances and Daily Simple SONIA (each as defined in the ABL Credit Agreement) advances and from 0.50% to 1.00% per annum for Alternate Base Rate advances and Canadian Prime Rate (as defined in the ABL Credit Agreement) advances, in each case depending on Availability. The ABL Credit Agreement provides for borrowings denominated in Dollars, Euros, Sterling and Canadian Dollars.

The ABL Credit Agreement contains customary representations, warranties and covenants, including, among other things, a springing financial covenant requiring a consolidated fixed charge coverage ratio of not less than 1.00 to 1.00 for the most recently ended four-quarter period during any period commencing when Availability falls below the greater of 10% of the Line Cap (as defined in the ABL Credit Agreement) and $135,000,000 and continuing until Availability has exceeded such threshold for 20 consecutive days. The ABL Credit Agreement contains certain operational and informational covenants customary for this type of secured revolving credit facility, which limits, among other things, the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; (ii) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (iii) create liens on certain assets to secure debt; (iv) make certain investments; (v) sell or otherwise dispose of certain assets; and (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets. These covenants are subject to a number of important limitations and exceptions. The ABL Credit Agreement provides for customary events of default (subject in certain cases to customary grace and cure periods).

The obligations under the ABL Credit Agreement are guaranteed by certain subsidiaries and secured by a first-priority lien on the assets of the Company and certain of its domestic and Canadian subsidiaries, subject to permitted liens and other exceptions set forth in the ABL Credit Agreement and related collateral documents. Many of the

lenders have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

The foregoing summary of the ABL Credit Agreement is qualified in its entirety by reference to the complete text of the ABL Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K under the headings “Issuance of Senior Secured Second Lien Notes due 2031 and 2034” and “The ABL Credit Agreement” is incorporated by reference into this Item 2.03.

Item 8.01

Other Events

Copies of the press releases relating to the early tender results and pricing of the Concurrent Tender Offer and Consent Solicitation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, 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. In addition, this Current Report on Form 8-K 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. 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

4.1		Indenture, dated as of June 16, 2026, by and among Whirlpool Corporation, the guarantor parties thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.

4.2		Form of 7.500% Senior Secured Second Lien Notes due 2031 (included as Exhibit A-1 to Exhibit 4.1).

4.3		Form of 7.875% Senior Secured Second Lien Notes due 2034 (included as Exhibit A-2 to Exhibit 4.1).

10.1*		ABL Credit and Guaranty Agreement by and among Whirlpool Corporation, certain other borrowers and guarantors, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent

99.1		Press Release issued by Whirlpool Corporation dated June 12, 2026, relating to the early tender results of the Concurrent Tender Offer and Consent Solicitation.

99.2		Press Release issued by Whirlpool Corporation dated June 15, 2026, relating to the pricing of the Concurrent Tender Offer and Consent Solicitation.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.

Exhibit 99.1

Whirlpool Announces Cash Tender Offer Early Results

BENTON HARBOR, Mich., June 12, 2026 /PRNewswire/ – Whirlpool Corporation (NYSE: WHR) (“Whirlpool” or the “Company”) is releasing early results as of 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (the “Early Tender Expiration”), of its previously announced (i) tender offer (the “Tender Offer”) to purchase for cash any and all of the outstanding 1.250% Notes due 2026 (the “2026 Notes”) and 1.100% Notes due 2027 (the “2027 Notes” and together with the 2026 Notes, the “Notes”) of Whirlpool Finance Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (the “Issuer”) and wholly owned subsidiary of the Company, and (ii) solicitation of consents from holders of the 2027 Notes (the “Consent Solicitation”) to a proposed amendment (the “Proposed Amendment”) to the indenture governing the 2027 Notes, dated as of November 2, 2016 (the “Indenture”).

The following table details the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Expiration, according to information provided by the Tender and Information Agent.


Title of Notes	ISIN/Common Code⁽¹⁾	Aggregate Principal Amount Outstanding ⁽²⁾		Aggregate Principal Amount Tendered at the Early Tender Expiration		Percent of Outstanding Principal Amount Tendered at the Early Tender Expiration
1.250% Notes due 2026	XS1514149159 / 151414915	€	500,000,000	€	365,313,000		73.06	%
1.100% Notes due 2027	XS1716616179 / 171661617	€	600,000,000	€	546,715,000		91.12	%

(1)	No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in this release and the Offer to Purchase and Consent Solicitation Statement (as defined below) or printed on the Notes. They are provided solely for the convenience of holders of the Notes.

(2)	As of May 29, 2026.

The withdrawal deadline for the Tender Offer expired at 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (the “Withdrawal Time”). As a result, tendered Notes may no longer be withdrawn.

The Company has elected to exercise its right to make payment for Notes that were validly tendered at or prior to the Early Tender Expiration and that are accepted for purchase on or about June 18, 2026 (the “Early Settlement Date”). Each holder of the Notes (each, a “Holder” and collectively, the “Holders”) who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Expiration and whose Notes are accepted for purchase will be entitled to receive the Total Consideration, which includes the Early Tender Premium (each as defined in the Offer to Purchase and Consent Solicitation Statement), together with accrued and unpaid interest, if any, from and including the last date on which interest has been paid to, but excluding, the Early Settlement Date on the Notes accepted for purchase. The Total Consideration for each series of Notes accepted for purchase will be determined at or around 4:00 p.m., Central European time (10:00 a.m., New York City time), on June 15, 2026 (the “Price Determination Date”) in accordance with standard market practice and as described in the Offer to Purchase and Consent Solicitation Statement.

The Company will announce the Total Consideration for each series of Notes as soon as reasonably practicable after the Price Determination Date.

In connection with the Tender Offer and Consent Solicitation, the Company is expected to consummate an offering of $2.0 billion aggregate principal amount of senior secured notes (the “Financing Transaction”), consisting of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 on or about June 16, 2026. The Company expects to use a portion of the net proceeds from the Financing Transaction to pay the applicable consideration for all tendered Notes, plus accrued interest and all related fees and expenses.

As a result of receiving the requisite consents in the Consent Solicitation to adopt the Proposed Amendment, the Company, the Issuer and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee (the “Trustee”), will enter into a supplemental indenture to the Indenture (the “Supplemental Indenture”) giving effect to the Proposed Amendment. The Proposed Amendment will not become operative unless and until the Company purchases all 2027 Notes validly tendered (and not validly withdrawn) in the Tender Offer. Upon becoming operative, the Proposed Amendment will apply to all Holders of the 2027 Notes.

The Company will continue to accept Notes tendered after the Early Tender Expiration. The Tender Offer and the Consent Solicitation will expire at 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 30, 2026, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the “Expiration Time”). Holders of Notes who validly tender their Notes following the Early Tender Expiration and at or prior to the Expiration Time will be entitled to receive the Tender Offer Consideration. No tenders submitted after the Expiration Time will be valid. Payment for the Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase will be made on a date promptly following the Expiration Time, which is currently anticipated to be July 6, 2026, the third business day following the Expiration Time (the “Final Settlement Date”).

The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated June 1, 2026 (the “Offer to Purchase and Consent Solicitation Statement”). The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase and Consent Solicitation Statement.

The Company reserves the right to terminate or extend the Tender Offer or the Consent Solicitation if any condition to the Tender Offer or the Consent Solicitation is not satisfied (or otherwise in its sole discretion), and to amend the Tender Offer or the Consent Solicitation in any respect.

Citigroup Global Markets Inc. is the dealer manager and solicitation agent (the “Dealer Manager”) in the Tender Offer and the Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the “Tender and Information Agent”) for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106 (call collect) or +1 (800) 558-3745 (toll-free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation by telephone at (212) 430- 3774 (bankers and brokers, call collect) or (855) 654-2014 (all other, toll-free); or by email at contact@gbsc-usa.com.

None of the Company, its board of directors, the Dealer Manager, the Tender and Information Agent, the trustee under the Indenture, or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder’s Notes, and none of the Company nor any of its affiliates has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. If any Holder is in any doubt as to the contents of this release, or the Offer to Purchase, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. Holders are urged to read the Offer to Purchase and Consent Solicitation Statement carefully before making any decision with respect to the Tender Offer or the Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Tender Offer or the Consent Solicitation. This release does not describe all the material terms of the Tender Offer or the Consent Solicitation, and no decision should be made by any Holder on the basis of this release. The terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement, and this release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any individual or entity whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

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.

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 the expected timing and terms of the Tender Offer, our ability to complete the Tender Offer and, with respect to the 2027 Notes, the Consent Solicitation on the anticipated timeline or at all, 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.

European Economic Area

Neither this Tender Offer, the Consent Solicitation, nor any other transaction set forth in the Offer to Purchase and Consent Solicitation Statement constitutes a non-exempt offer of securities to the public within the meaning of the EU Prospectus Regulation and the Tender Offer and Consent Solicitation are not subject to the obligation to publish a prospectus under the EU Prospectus Regulation. The Offer to Purchase and Consent Solicitation Statement is not a prospectus for the purposes of the EU Prospectus Regulation.

General

None of the Offer to Purchase and Consent Solicitation Statement, this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer or Consent Solicitation to be made by a licensed broker or dealer and a dealer manager or any of its respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer or Consent Solicitation shall be deemed to be made by the respective dealer manager or such affiliates, as the case may be, on behalf of the Company in such jurisdiction. Neither the Tender Offer, the Consent Solicitation nor our website may be used for, or in connection with, any invitation to anyone in any jurisdiction or under any circumstances in which such invitation is not authorized or is unlawful.

SOURCE Whirlpool Corporation

Exhibit 99.2

Whirlpool Announces Pricing of Cash Tender Offer

BENTON HARBOR, Mich., June 15, 2026 /PRNewswire/ – Whirlpool Corporation (NYSE: WHR) (“Whirlpool” or the “Company”) announced today the pricing of its previously announced (i) tender offer (the “Tender Offer”) to purchase for cash any and all of the outstanding 1.250% Notes due 2026 (the “2026 Notes”) and 1.100% Notes due 2027 (the “2027 Notes” and together with the 2026 Notes, the “Notes”) of Whirlpool Finance Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (the “Issuer”) and wholly owned subsidiary of the Company, and (ii) solicitation of consents from holders of the 2027 Notes (the “Consent Solicitation”) to a proposed amendment (the “Proposed Amendment”) to the indenture governing the 2027 Notes, dated as of November 2, 2016 (the “Indenture”).

The following table details the Reference Yield, FixedSpread, Tender Offer Consideration, Early Tender Premium and Total Consideration (each as defined in the Offer to Purchase and Consent Solicitation Statement (as defined below)) for each series of Notes.


Title of Notes	ISIN/Common Code⁽¹⁾	Reference Yield			Fixed Spread		Tender Offer Consideration⁽²⁾⁽³⁾		Early Tender Premium⁽²⁾		Total Consideration^(2)(3)(4)(5)
1.250% Notes due 2026	XS1514149159 / 151414915		2.345	%		50 bps	€	944.09	€	50.00	€	994.09
1.100% Notes due 2027	XS1716616179 / 171661617		2.534	%		50 bps	€	923.94	€	50.00	€	973.94

(1)	No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in this release and the Offer to Purchase and Consent Solicitation Statement or printed on the Notes. They are provided solely for the convenience of holders of the Notes.

(2)	Per €1,000 principal amount of Notes tendered and accepted for purchase.

(3)	Excludes accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable, that will be paid on theNotes accepted for purchase.

(4)	Includes the Early Tender Premium.

(5)	The Total Consideration in respect of each series of Notes was calculated at or around 4:00 p.m., Central European time (10:00 a.m., New York City time), today in accordance with standard market practice, as described in the Offer to Purchase and Consent Solicitation Statement.

The Company has elected to exercise its right to make payment for Notes that were validly tendered at or prior to 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (the “Early Tender Expiration”) and that are accepted for purchase on or about June 18, 2026 (the “Early Settlement Date”). Each holder of the Notes (each, a “Holder” and collectively, the “Holders”) who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Expiration and whose Notes are accepted for purchase will be entitled to receive the Total Consideration (as set forth in the table above), which includes the Early Tender Premium (as set forth in the table above), together with accrued and unpaid interest, if any, from and including the last date on which interest has been paid to, but excluding, the Early Settlement Date on the Notes accepted for purchase.

Citigroup Global Markets Inc. is the dealer manager and solicitation agent (the “Dealer Manager”) in the Tender Offer and the Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the “Tender and Information Agent”) for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106 (call collect) or +1 (800) 558-3745 (toll-free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (bankers and brokers, call collect) or (855) 654-2014 (all other, toll-free); or by email at contact@gbsc-usa.com.

None of the Company, its board of directors, the Dealer Manager, the Tender and Information Agent, the trustee under the Indenture, or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder’s Notes, and none of the Company nor any of its affiliates has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. If any Holder is in any doubt as to the contents of this release, or the Offer to Purchase and Consent Solicitation Statement, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. Holders are urged to read the Offer to Purchase and Consent Solicitation Statement carefully before making any decision with respect to the Tender Offer or the Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Tender Offer or the Consent Solicitation. This release does not describe all the material terms of the Tender Offer or the Consent Solicitation, and no decision should be made by any Holder on the basis of this release. The terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement, and this release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Notes in any jurisdiction in which the making or

acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any individual or entity whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

ABOUT WHIRLPOOL CORPORATION

WEBSITE DISCLOSURE

WHIRLPOOL ADDITIONAL INFORMATION

European Economic Area

General

laws require the Tender Offer or Consent Solicitation to be made by a licensed broker or dealer and a dealer manager or any of its respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer or Consent Solicitation shall be deemed to be made by the respective dealer manager or such affiliates, as the case may be, on behalf of the Company in such jurisdiction. Neither the Tender Offer, the Consent Solicitation nor our website may be used for, or in connection with, any invitation to anyone in any jurisdiction or under any circumstances in which such invitation is not authorized or is unlawful.

SOURCE Whirlpool Corporation

Source: View Original Filing on SEC EDGAR

8 documents

EX-10.1 EX-10.1 1.6 MB

WHIRLPOOL CORPORATION

June 16, 2026

/s/ Roxanne L. Warner

Roxanne L. Warner

Executive Vice President and Chief Financial Officer