WHR names Ms. Adcock to board with $310K annual director compensation

Rhea-AI Filing Summary

Whirlpool Corporation disclosed the appointment of Ms. Adcock to its board and specified her non-employee director compensation. She will receive an annual cash retainer of $150,000 and annual equity compensation of $160,000 paid in Whirlpool common stock on the date of the company’s annual meeting of stockholders. The company stated that Ms. Adcock’s compensation will be consistent with that of other non-employee directors. A press release announcing the appointment is filed as Exhibit 99.1 and is incorporated by reference.

Positive

• Board composition updated with appointment of Ms. Adcock, providing clear disclosure of director addition
• Transparent compensation terms: $150,000 cash retainer and $160,000 annual equity in Whirlpool common stock
• Consistent treatment with other non-employee directors, indicating alignment with existing governance practices
• Press release filed as Exhibit 99.1, offering an accessible public disclosure linked to the filing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine board appointment with standard director pay, reflecting governance continuity.

The appointment of Ms. Adcock appears to be a standard board addition disclosed on Form 8-K. The filing specifies pay elements and parity with existing non-employee directors, which suggests no special one-time grant or departure from established compensation policy. The inclusion of a press release as Exhibit 99.1 provides public notice but no additional material terms are disclosed here. For investors, this is a governance update rather than a strategic operational shift.

Compensation Analyst

TL;DR: Director pay package is typical in size and structure for large-cap boards.

The disclosed package—$150,000 cash retainer plus $160,000 in equity—matches common mixed cash-equity structures used to align directors with shareholder interests. The equity being paid in Whirlpool common stock on the annual meeting date indicates ongoing equity-based retention rather than a one-time inducement disclosed here. No performance conditions or unusual acceleration provisions are described in the provided text.

WHIRLPOOL CORP /DE/0000106640false00001066402025-08-182025-08-180000106640exch:XCHI2025-08-182025-08-180000106640exch:XNYS2025-08-182025-08-18

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) August 18, 2025

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)

Registrant’s telephone number, including area code (269) 923-5000

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 18, 2025, the Board of Directors (the "Board") of Whirlpool Corporation (the "Company") appointed Mary Ellen Adcock as a director of Whirlpool Corporation and a member of the Board's Audit Committee and Corporate Governance and Nominating Committee, effective immediately.

Ms. Adcock's compensation will be consistent with that of other non-employee directors, consisting of an annual cash retainer in the amount of $150,000, and annual equity compensation, to be paid in Whirlpool common stock, in the amount of $160,000 on the date of the Company's annual meeting of stockholders.

The press release announcing the appointment of Ms. Adcock is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.			Exhibit
Exhibit 99.1			Press Release dated August 18, 2025
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

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.

Date: August 19, 2025                     WHIRLPOOL CORPORATION

                            By:     /s/ BRIDGET K. QUINN         

                            Name:     Bridget K. Quinn

                            Title:     Deputy General Counsel & Corporate Secretary

FAQ

Who was appointed to the Whirlpool (WHR) board?

The filing states that Ms. Adcock was appointed to the board; no additional biographical details are included in the provided content.

What compensation will Ms. Adcock receive as a Whirlpool director?

She will receive an annual cash retainer of $150,000 and annual equity compensation of $160,000 paid in Whirlpool common stock on the date of the company’s annual meeting.

Is Ms. Adcock’s pay different from other Whirlpool non-employee directors?

The filing states her compensation will be consistent with that of other non-employee directors.

Where can I find the press release about the appointment?

The press release announcing the appointment is filed with the Form 8-K as Exhibit 99.1 and is incorporated by reference.

Does the filing disclose any special one-time awards or performance conditions?

No. The provided text discloses only an annual cash retainer and annual equity compensation; no special one-time awards or performance conditions are described.