Whirlpool updates terms on 2027 euro notes

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8-K Event Classification

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Key Terms

What change did Whirlpool (WHR) make to its 2027 notes indenture?

How many Whirlpool 1.100% 2027 Notes were tendered in June 2026?

When will the amendment to Whirlpool’s 2027 notes Indenture become operative?

Who are the key parties to Whirlpool’s First Supplemental Indenture for 2027 notes?

Does this Whirlpool disclosure constitute an offer to sell securities?

Whirlpool Corporation disclosed that its subsidiary Whirlpool Finance Luxembourg S.à r.l. entered into a First Supplemental Indenture for its 1.100% Notes due 2027.

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Form Type

8-K

Whirlpool Corporation disclosed that its subsidiary Whirlpool Finance Luxembourg S.à r.l. entered into a First Supplemental Indenture for its 1.100% Notes due 2027. The amendment changes references from “one year” to “two years” in the satisfaction and discharge provision, accelerating the issuer’s ability to satisfy and discharge the Indenture for these notes once the related tender offer is completed.

As of June 12, 2026, €546,715,000 aggregate principal amount of the 2027 Notes, representing approximately 91.12% of the outstanding principal, had been validly tendered, providing sufficient consents for the amendment to be approved. The amendment becomes operative after the company purchases all tendered 2027 Notes at the expiration of the tender offer and consent solicitation.

4 items: 1.01, 3.03, 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 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 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.

Coupon rate: 1.100% Notes maturity: 2027 Tendered principal: €546,715,000 +3 more

6 metrics

Coupon rate 1.100% Interest rate on Notes due 2027

Notes maturity 2027 Maturity year of the 1.100% Notes

Tendered principal €546,715,000 Aggregate principal tendered as of June 12, 2026

Tendered share of outstanding 91.12% Portion of outstanding 2027 Notes tendered

Satisfaction period change One year to two years Change in Section 10.01 for satisfaction and discharge

Effective condition After purchase of all tendered notes Condition for amendment to become operative

First Supplemental Indenture, Tender Offer and Consent Solicitation, Satisfaction and Discharge of Indenture, aggregate principal amount, +1 more

5 terms

First Supplemental Indenture regulatory

"entered into a supplemental indenture (the “First Supplemental Indenture”), among the Issuer"

Satisfaction and Discharge of Indenture regulatory

"amend the Indenture by revising the first sentence of Section 10.01 (Satisfaction and Discharge of Indenture)"

aggregate principal amount financial

"€546,715,000 aggregate principal amount of the 2027 Notes, representing approximately 91.12%"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

mandatory convertible preferred stock financial

"Depositary Shares, each representing a 1/20 interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock"

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

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Whirlpool amended the Indenture for its 1.100% Notes due 2027 by replacing references to “one year” with “two years” in the satisfaction and discharge provision, which accelerates when the issuer can fully discharge obligations once the tender offer conditions are met.

As of June 12, 2026, holders had validly tendered €546,715,000 aggregate principal amount of Whirlpool’s 1.100% Notes due 2027. This represented about 91.12% of the outstanding principal, providing the requisite consents to approve the supplemental indenture amendment.

The amendment becomes operative once Whirlpool has purchased all tendered 1.100% Notes due 2027 at the expiration of the tender offer and consent solicitation, as described in the June 1, 2026 Offer to Purchase and Consent Solicitation Statement.

The First Supplemental Indenture is among Whirlpool Finance Luxembourg S.à r.l. as issuer, Whirlpool Corporation as parent, and U.S. Bank Trust Company, National Association, as trustee, acting as successor-in-interest to U.S. Bank National Association, for the 1.100% Notes due 2027.

The disclosure explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy any security. It also clarifies that no offer, solicitation, or sale will occur in any jurisdiction where such activity would be unlawful.

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Accepted by SEC EDGAR 06/18/2026 - 04:15 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 18, 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 Definitive Agreement.

First Supplemental Indenture Relating to 1.100% Notes Due 2027

On June 18, 2026, Whirlpool Finance Luxembourg S.à r.l. (the “Issuer”) entered into a supplemental indenture (the “First Supplemental Indenture”), among the Issuer, as issuer, Whirlpool Corporation, as parent (the “Company”), and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee (the “Trustee”), to the indenture, dated as of November 2, 2016 (the “Indenture”), relating to the 1.100% Notes due 2027 (ISIN: XS1716616179) (the “2027 Notes”).

The First Supplemental Indenture was entered into to effectuate a certain amendment (the “Amendment”) to the Indenture with respect to the 2027 Notes for which consents were solicited in the previously announced tender offer and consent solicitation described in the Offer to Purchase and Consent Solicitation Statement, dated June 1, 2026 (the “Tender Offer and Consent Solicitation”). Specifically, the First Supplemental Indenture will amend the Indenture by revising the first sentence of Section 10.01 (Satisfaction and Discharge of Indenture) with respect to the 2027 Notes by replacing all references to “one year” with “two years,” thereby accelerating the Issuer’s ability to satisfy and discharge the Indenture with respect to the 2027 Notes. The Amendment will become operative pursuant to the terms of the First Supplemental Indenture once the Company has purchased all tendered 2027 Notes at the expiration of the Tender Offer and Consent Solicitation.

As of 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026, €546,715,000 aggregate principal amount of the 2027 Notes, representing approximately 91.12% of the outstanding principal amount of the 2027 Notes, had been validly tendered (and not validly withdrawn), which amount was sufficient to constitute the requisite consents to approve the Amendment.

A copy of the First Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated by reference herein. The description of the First Supplemental Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the First Supplemental Indenture.

Item 3.03.

Material Modification to Rights of Security Holders.

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

Item 8.01.

Other Events

Nothing in this Current Report on Form 8-K constitutes an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Exhibit

4.1		First Supplemental Indenture, dated as of June 18, 2026, among Whirlpool Finance Luxembourg S.à r.l., as issuer, Whirlpool Corporation, as parent, and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee.

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

SIGNATURE

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

Source: View Original Filing on SEC EDGAR

WHIRLPOOL CORPORATION

Date: June 18, 2026

/s/ Roxanne L. Warner

Roxanne L. Warner

Executive Vice President and Chief Financial Officer

5 documents