Whirlpool (NYSE: WHR) prices upsized stock and 8.50% mandatory convertible offerings

Rhea-AI Filing Summary

Whirlpool Corporation has executed a strategic recapitalization built around two upsized equity offerings. The company sold 6,884,057 shares of common stock at $69.00 per share, with underwriters exercising in full a 30-day option for an additional 1,014,493 shares.

It also sold 10,500,000 depositary shares at $50.00 each, with underwriters exercising an option for an additional 1,000,000 depositary shares. Each depositary share represents a 1/20th interest in newly issued 8.50% Series A Mandatory Convertible Preferred Stock with a $1,000 liquidation preference.

The preferred stock pays a 8.50% annual dividend, potentially in cash, common stock, or a combination, and will automatically convert on or about February 15, 2029 into between 12.3340 and 14.4920 common shares per preferred share, subject to anti-dilution adjustments. Whirlpool expects to use the offering proceeds mainly to repay amounts under its revolving credit facility and for general corporate purposes, including strategic investments in vertical integration and automation.

Insights

Equity Capital Markets Analyst

Whirlpool completes large equity and mandatory convertible offerings to repay debt and fund strategic projects.

Whirlpool has completed upsized, concurrent offerings of common stock and 8.50% Series A Mandatory Convertible Preferred Stock via depositary shares. The structure brings in substantial new equity capital while deferring part of common share issuance until the mandatory conversion date in February 2029.

The preferred carries an 8.50% dividend on a $1,000 liquidation preference, payable quarterly when declared, and will convert into between 12.3340 and 14.4920 common shares per preferred share, with depositary shares representing proportional interests. This embeds a future shift from hybrid capital to common equity based on the stock’s volume-weighted average price before conversion.

Management plans to use the proceeds primarily to repay borrowings under the revolving credit facility and for general corporate purposes, including vertical integration and automation investments. The filing also describes a smaller, conditional private placement of 434,782 common shares at $69.00 to an affiliated China-based entity, subject to shareholder and regulatory approvals.

8-K Event Classification

5 items: 1.01, 3.03, 5.03, 7.01, 9.01

5 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 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

WHIRLPOOL CORP /DE/ CHX --12-31 0000106640 false 0000106640 2026-02-24 2026-02-24 0000106640 us-gaap:CommonStockMember exch:XCHI 2026-02-24 2026-02-24 0000106640 us-gaap:CommonStockMember exch:XNYS 2026-02-24 2026-02-24 0000106640 dei:AdrMember 2026-02-24 2026-02-24

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): February 24, 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 1.01 Entry into a Material Contract

Common Stock Offering

On February 24, 2026, Whirlpool Corporation (the “Company”) entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as the representatives (the “Representatives”) of the several underwriters named therein (the “Common Stock Underwriters”), relating to the upsized offering by the Company of 6,884,057 shares of common stock, par value $1.00 per share (the “Common Stock”) (such offering, the “Common Stock Offering”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-293648), and a preliminary prospectus supplement and prospectus supplement related to the Common Stock Offering, each as previously filed with the Securities and Exchange Commission (the “Commission”). On February 24, 2026, the Company filed a pricing term sheet with the Commission relating to the Common Stock Offering. Pursuant to the Common Stock Underwriting Agreement, the Company granted the Common Stock Underwriters a 30-day option to purchase up to an additional 1,014,493 shares of Common Stock. On February 25, 2026, the Common Stock Underwriters exercised this option in full. On February 27, 2026, the Company closed the Common Stock Offering. For a description of the terms and conditions of the Common Stock Underwriting Agreement, please refer to the Common Stock Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto.

Kirkland & Ellis LLP, U.S. counsel to the Company, has issued an opinion to the Company, dated February 27, 2026, regarding certain legal matters with respect to the Common Stock Offering. A copy of this opinion is filed as Exhibit 5.1 hereto.

Depositary Shares Offering

On February 24, 2026, the Company entered into an underwriting agreement (the “Depositary Shares Underwriting Agreement”) with the Representatives, as the representatives of the several underwriters named therein (the “Depositary Shares Underwriters”) and Scotia Capital (USA) Inc., as the qualified independent underwriter, relating to the upsized offering by the Company of 10,500,000 depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $1.00 per share (the “Preferred Stock” and such offering, the “Depositary Shares Offering”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-293648), and a preliminary prospectus supplement and prospectus supplement related to the Depositary Shares Offering, each as previously filed with the Commission. On February 24, 2026, the Company filed a pricing term sheet with the Commission relating to the Depositary Shares Offering. Pursuant to the Depositary Shares Underwriting Agreement, the Company granted the Depositary Shares Underwriters a 30-day option to purchase up to an additional 1,000,000 Depositary Shares, solely to cover over-allotments. On February 25, 2026, the Depositary Shares Underwriters exercised this option in full. On February 27, 2026, the Company closed the Depositary Shares Offering. For a description of the terms and conditions of the Depositary Shares Underwriting Agreement, please refer to the Depositary Shares Underwriting Agreement, a copy of which is filed as Exhibit 1.2 hereto.

Kirkland & Ellis LLP, U.S. counsel to the Company, has issued an opinion to the Company, dated February 27, 2026, regarding certain legal matters with respect to the Depositary Shares Offering. A copy of this opinion is filed as Exhibit 5.2 hereto.

In connection with the Depositary Shares Offering, the Company filed a certificate of designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, including a form of certificate for the Preferred Stock (the “Form of Certificate”), to establish the preferences, limitations, and relative rights of the Preferred Stock. The Certificate of Designations became effective upon filing.

Also in connection with the Depositary Shares Offering, the Company entered into a deposit agreement (the “Deposit Agreement”), dated February 27, 2026, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and the holders from time to time of the depositary receipts (the “Depositary Receipts”), a form of which is included therein (the “Form of Depositary Receipt”). The Deposit Agreement provides for the deposit of shares of the Preferred Stock from time to time with the Depositary and for the issuance of Depositary Receipts evidencing Depositary Shares in respect of the deposited Preferred Stock.

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The foregoing descriptions of the terms of the Common Stock Underwriting Agreement, Depositary Shares Underwriting Agreement, Certificate of Designations, Form of Certificate, Deposit Agreement and Form of Depositary Receipt do not purport to be complete and are qualified in their entirety by reference to the full text of each of the foregoing, which are filed with this report as Exhibits 1.1, 1.2, 3.1, 4.1, 4.2 and 4.3, respectively. Each of the foregoing documents is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On February 27, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Preferred Stock. The Certificate of Designations became effective upon filing.

Subject to certain exceptions, so long as any share of Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on the Common Stock or any other shares of junior stock, and no Common Stock or other junior stock or parity stock will be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Preferred Stock.

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 the 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 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 the Company’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 12.3340 and 14.4920 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 Certificate of Designations), at any time prior to the mandatory conversion settlement date, a holder of 20 Depositary Shares may cause the 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 12.3340, subject to certain anti-dilution and other adjustments.

In addition, in the event of our voluntary or involuntary liquidation, winding-up or dissolution, each holder of Preferred Stock will be entitled to receive a liquidation preference in the amount of $1,000 per share of the Preferred Stock, plus an amount equal to accumulated and unpaid dividends on the shares to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of the Company’s assets available for distribution to the Company’s shareholders, after satisfaction of liabilities to the Company’s creditors and holders of any senior stock and before any payment or distribution is made to holders of junior stock, including the Common Stock.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.03.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press releases related to the announcements set forth under Item 1.01 is furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
1.1		Underwriting Agreement, dated February 24, 2026, among Whirlpool Corporation and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. as representatives of the several underwriters named therein, with respect to the Common Stock Offering.
1.2		Underwriting Agreement, dated February 24, 2026, among Whirlpool Corporation and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and Citigroup Global Markets Inc. as representatives of the several underwriters named therein, and Scotia Capital (USA) Inc., as the qualified independent underwriter, with respect to the Depositary Shares Offering.
3.1		Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective February 27, 2026.
4.1		Form of Certificate for the 8.50% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1).
4.2		Deposit Agreement, dated as of February 27, 2026, among Whirlpool Corporation, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as Depositary, and the holders from time to time of the depositary receipts described therein.
4.3		Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.2).
5.1		Opinion of Kirkland & Ellis LLP with respect to the Common Stock Offering.
5.2		Opinion of Kirkland & Ellis LLP with respect to the Depositary Shares Offering.
23.1		Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1).
23.2		Consent of Kirkland & Ellis LLP (contained in Exhibit 5.2).
99.1		Press Release issued by Whirlpool Corporation dated February 23, 2026.
99.2		Press Release issued by Whirlpool Corporation dated February 24, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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
February 27, 2026				By:		/s/ Roxanne L. Warner
						Name: Roxanne L. Warner
						Title: Executive Vice President and Chief Financial Officer

Exhibit 99.1

Whirlpool Announces Strategic Recapitalization to Accelerate Deleveraging and Strategic Growth

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

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

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

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

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

ABOUT WHIRLPOOL CORPORATION

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

WEBSITE DISCLOSURE

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

WHIRLPOOL ADDITIONAL INFORMATION

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

Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool’s forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool’s ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool’s ability to maintain its reputation and brand image; (4) Whirlpool’s ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool’s ability to understand consumer preferences and successfully develop new products; (6) Whirlpool’s ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool’s international operations; (10) Whirlpool’s ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool’s ability to attract, develop and retain executives and other qualified employees; (14) the impact

of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool’s ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool’s ability to respond to the impact of climate change and climate change or other environmental regulation; and (25) the uncertain global economy and changes in economic conditions. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.

SOURCE Whirlpool Corporation

Exhibit 99.2

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

BENTON HARBOR, Mich., Feb. 24, 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.

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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

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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.

SOURCE Whirlpool Corporation

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FAQ

What capital offerings did Whirlpool (WHR) complete in this 8-K?

Whirlpool completed upsized concurrent offerings of 6,884,057 shares of common stock and 10,500,000 depositary shares, with underwriters exercising full options for 1,014,493 additional common shares and 1,000,000 additional depositary shares. Both offerings were conducted under an effective shelf registration statement.

What are the key terms of Whirlpool’s 8.50% Series A Mandatory Convertible Preferred Stock?

The Series A preferred stock has a $1,000 liquidation preference and pays 8.50% annual dividends when declared, quarterly. Unless converted earlier, each share will automatically convert around February 15, 2029 into 12.3340 to 14.4920 common shares, subject to anti-dilution adjustments tied to Whirlpool’s stock price.

How do Whirlpool’s depositary shares (WHR.PRA) relate to the preferred stock?

Each Whirlpool depositary share represents a 1/20th interest in one share of 8.50% Series A Mandatory Convertible Preferred Stock. Holders receive a proportional fractional interest in the preferred’s dividend, liquidation, voting, and conversion rights under a deposit agreement with Computershare as depositary.

How does Whirlpool intend to use the proceeds from these offerings?

Whirlpool intends to use net proceeds from the common stock and depositary share offerings to repay a portion of amounts outstanding under its revolving credit facility and for general corporate purposes, including strategic investments in vertical integration and automation initiatives described in the company’s press releases.

What are the dividend and payment dates for Whirlpool’s new preferred stock?

The preferred stock will accumulate 8.50% annual dividends on the $1,000 liquidation preference, payable in cash, shares, or both when declared. Scheduled dividend payment dates are February 15, May 15, August 15 and November 15 each year, beginning May 15, 2026 and ending February 15, 2029.

What private placement did Whirlpool arrange alongside the public offerings?

Whirlpool agreed to sell 434,782 common shares at $69.00 per share, totaling $30 million, to Guangdong Whirlpool Electrical Appliances Co., Ltd. in a private placement. Closing depends on Whirlpool China shareholder approval and regulatory clearances, and is initially scheduled for July 31, 2026.

How might the new preferred stock affect dividends on Whirlpool’s common shares?

Subject to exceptions, while any preferred shares are outstanding, Whirlpool generally cannot pay dividends or repurchase common or other junior or parity stock unless all accumulated and unpaid preferred dividends are declared and paid or set aside, giving the new preferred stock priority over common dividends.

Filing Exhibits & Attachments

12 documents

Press Releases

• EX-99.1 EX-99.1 13.7 KB
• EX-99.2 EX-99.2 18.9 KB

Other Documents

• EX-1.1 EX-1.1 203.8 KB
• EX-1.2 EX-1.2 221.8 KB
• EX-3.1 EX-3.1 228.4 KB
• EX-4.2 EX-4.2 233.9 KB
• EX-5.1 EX-5.1 10.3 KB
• EX-5.2 EX-5.2 15.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.8 KB