Whirlpool (WHR) CFO Roxanne Warner logs RSU vesting, deferred stock and tax-share withholdings

Rhea-AI Filing Summary

Whirlpool EVP & Chief Financial Officer Roxanne Warner reported several equity compensation transactions on common and derivative securities. Restricted stock units vested and were converted into common shares, increasing her direct holdings to 9,945.076 shares, with additional deferred stock and indirect holdings in a 401(k) stock fund.

Some of the newly delivered common shares were automatically withheld at a price of $69.13 per share to cover tax obligations, classified as tax-withholding dispositions rather than open-market sales. Warner also exchanged 100 common shares for an equal number of deferred stock units under Whirlpool’s executive deferred savings plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Warner Roxanne

(Last) (First) (Middle)

2000 N. M-63

(Street)

BENTON HARBOR MI 49022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		M(1)		99	A	$0	9,562.838(2)	D
Common Stock	03/01/2026		F		33.561	D	$69.13	9,529.277	D
Common Stock	03/01/2026		M(3)		285	A	$0	9,814.277	D
Common Stock	03/01/2026		F		86.009	D	$69.13	9,728.268	D
Common Stock	03/01/2026		M(4)		328	A	$0	10,056.268	D
Common Stock	03/01/2026		F		111.192	D	$69.13	9,945.076	D
Common Stock								601.647	I	401(k) Stock Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/01/2026		M			99	(1)	(1)	Common Stock	99	$0	0	D
Restricted Stock Units	(3)	03/01/2026		M			285	(3)	(3)	Common Stock	285	$0	284	D
Restricted Stock Units	(4)	03/01/2026		M			328	(4)	(4)	Common Stock	328	$0	653	D
Restricted Stock Units	(5)	03/01/2026		M			100	(5)	(5)	Common Stock	100	$0	0	D
Deferred Stock	$0(5)	03/01/2026		A		100(5)		(5)	(5)	Common Stock	100	$0	668.771	D

Explanation of Responses:

1. Vesting of remaining restricted stock units granted on February 20, 2023 under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

2. Due to an administrative error, the Form 4 filed December 16, 2025 overstated the reporting person's beneficial ownership by 2.9 shares

3. Vesting of restricted stock units granted February 19, 2024, under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. The remaining restricted stock units will vest and convert one-for-one to shares on March 1, 2027.

4. Vesting of restricted stock units granted February 17, 2025, under the Whirlpool Corporation Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. The remaining restricted stock units will vest in substantially equal installments and convert one-for-one to shares on March 1, 2027 and March 1, 2028.

5. Upon the vesting of restricted stock units on March 1, 2026, the reporting person deferred the receipt of the shares of deferred stock pursuant to Whirlpool's Executive Deferred Savings Plan II. As a result, the reporting person is reporting the disposition of 100 shares of common stock in exchange for an equal number of shares of deferred stock. The deferred stock is payable following the reporting person's termination of employment with Whirlpool Corporation.

Remarks:

	/s/ Bridget K. Quinn, Attorney-In-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Whirlpool (WHR) CFO Roxanne Warner report?

Roxanne Warner reported vesting and conversion of restricted stock units into Whirlpool common shares, plus related tax withholdings. The filing also shows an exchange of 100 common shares for deferred stock and updated direct, deferred, and 401(k) stock fund holdings.

Did Whirlpool (WHR) CFO Roxanne Warner sell shares in the open market?

The filing shows tax-withholding dispositions, not open-market sales. Shares of common stock were withheld at $69.13 per share to satisfy tax liabilities triggered by vesting and exercises, which is different from discretionary selling on the open market.

How many Whirlpool (WHR) common shares does Roxanne Warner hold after these transactions?

After the reported transactions, Warner directly holds 9,945.076 Whirlpool common shares. She also has 668.771 shares of deferred stock and 601.647 shares held indirectly in a 401(k) stock fund, reflecting various components of her equity-based compensation.

What happened to Roxanne Warner’s restricted stock units in the Whirlpool (WHR) Form 4?

Several tranches of restricted stock units vested and converted one-for-one into Whirlpool common shares. Footnotes indicate grants from 2023, 2024, and 2025 vesting under the Whirlpool Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3.

Why does the Whirlpool (WHR) Form 4 mention an administrative error in a prior filing?

The Form 4 notes a prior administrative error that overstated Warner’s beneficial ownership by 2.9 shares. This clarification adjusts previously reported holdings to reflect the correct number of shares attributed to the CFO going forward.

What does the deferred stock transaction mean in the Whirlpool (WHR) Form 4?

Warner deferred 100 shares of vested common stock into deferred stock under an executive savings plan. Those deferred stock units are payable after her termination of employment, shifting value from current share ownership to a future payout obligation by Whirlpool.