Whirlpool (WHR) CEO Bitzer logs bona fide stock gifts during equity lock-up

Rhea-AI Filing Summary

Whirlpool Corporation’s chairman and CEO Marc R. Bitzer reported indirect gifts of common stock through family-related trusts. Trusts for his benefit and for immediate family members each transferred 3,110 shares of Whirlpool common stock as bona fide gifts on March 3, 2026, with no sale proceeds.

After these gifts, one trust held 46,031.419 shares, and trusts for immediate family members held 13,227 shares, plus separate indirect holdings of 150,000 shares and 9,129.81 shares in a 401(k) stock fund. The filing notes these estate-planning transfers were permitted under existing lock-up agreements related to recent Whirlpool equity offerings.

Insights

Corporate governance and insider activity analyst

Whirlpool’s CEO reported estate-planning stock gifts under an existing lock-up, not open-market sales.

The filing shows Marc R. Bitzer, via family-related trusts, made bona fide gifts totaling 3,110 shares from a trust for his benefit and another 3,110 shares from trusts for immediate family members. These are coded as gifts, with a per-share price of 0.0000.

A footnote explains the transfers comply with lock-up agreements tied to recent Whirlpool equity offerings and are allowed for estate planning during the lock-up period. Post-transaction, indirect holdings include 46,031.419 shares, 13,227 shares, an additional 150,000 shares in family trusts, and 9,129.81 shares in a 401(k) stock fund.

The activity reflects internal ownership reallocation rather than market buying or selling. Subsequent company filings may update indirect holdings if further estate-planning transfers occur under these lock-up arrangements.

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

OMB APPROVAL

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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^*

Bitzer Marc R

(Last) (First) (Middle)

WHIRLPOOL CORPORATION

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

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

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	03/03/2026		G		3,110	D	$0	46,031.419	I	By trust for reporting person(1)
Common Stock	03/03/2026		G		3,110	A	$0	13,227	I	By trusts for immediate family members(1)
Common Stock								150,000	I	By trusts for immediate family members
Common Stock								9,129.81	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

Explanation of Responses:

1. The transactions reported herein represent gifts of shares of common stock of Whirlpool Corporation (the Issuer). These transactions are being made in compliance with the provisions of the lock-up agreement entered into by the Reporting Person and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (the Representatives) as representatives of the underwriters in connection with the Issuers recent public offerings of the Issuers equity securities, which permits bona fide estate planning transfers during the lock-up period. The trusts for immediate family members have also signed lock-up agreements with the Representatives with respect to the securities of the Issuer for the duration of the lock-up period.

Remarks:

	/s/ Bridget K. Quinn, Attorney-In-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did Whirlpool (WHR) report for Marc R. Bitzer?

Whirlpool reported that Marc R. Bitzer, through family-related trusts, made bona fide gifts of common stock. One trust for his benefit and trusts for immediate family members each transferred 3,110 shares on March 3, 2026, with no proceeds, as part of permitted estate-planning activity.

Were the recent Marc Bitzer Whirlpool (WHR) transactions stock sales or gifts?

The reported insider transactions were gifts, not sales. They were coded as bona fide gifts of 3,110 shares from a trust for Marc Bitzer and 3,110 shares from trusts for immediate family members, all at a reported price of $0.0000 per share.

How many Whirlpool (WHR) shares do the Bitzer-related trusts hold after the reported gifts?

After the gifts, one trust for Marc Bitzer held 46,031.419 Whirlpool shares, and trusts for immediate family members held 13,227 shares. Additional indirect positions include 150,000 shares in other family trusts and 9,129.81 shares in a 401(k) stock fund.

Why were the Whirlpool (WHR) insider gifts allowed during a lock-up period?

The filing explains the gifts comply with lock-up agreements linked to recent Whirlpool equity offerings. Those agreements specifically permit bona fide estate-planning transfers during the lock-up period, allowing the reported trust-to-beneficiary gifts without breaching the restrictions.

Does the Marc Bitzer Form 4 for Whirlpool (WHR) indicate market selling pressure?

The Form 4 does not show market sales. It reports bona fide gifts of Whirlpool common stock via family-related trusts at a price of $0.0000 per share, meaning the transactions are estate-planning transfers rather than open-market selling activity.