STOCK TITAN

Whirlpool (NYSE: WHR) CFO Warner Vests RSUs, Withholds Shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Whirlpool Corporation EVP & Chief Financial Officer Roxanne Warner reported the vesting and conversion of 6,667 restricted stock units into common shares on August 1, 2026, under the Whirlpool Corporation Omnibus Stock and Incentive Plan. In connection with this event, 1,906.763 common shares were disposed of at $38.0700 per share to satisfy obligations associated with the transaction. Following the vesting, 13,333 restricted stock units remain outstanding, scheduled to convert one-for-one into shares on August 1, 2027 and August 1, 2028, and Warner also has 856.516 common shares held indirectly through a 401(k) Stock Fund; aggregate beneficial holdings include shares acquired through a dividend reinvestment plan.

Positive

  • None.

Negative

  • None.
Insider Warner Roxanne
Role EVP & Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1 6,667 $0.00 $0.00
Exercise Common Stock F1, F2 6,667 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,906.763 $38.07 $73K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 13,333 shares (Direct); Common Stock — 14,707.21 shares (Direct); Common Stock — 856.516 shares (Indirect, 401(k) Stock Fund)
Footnotes (2)
  1. F1. Vesting of restricted stock units granted June 16, 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 and convert one-for-one to shares on 08/01/2027, and 08/01/2028.
  2. F2. Aggregate beneficial holdings include shares acquired through dividend reinvestment plan.
RSUs converted to common stock 6,667 units Restricted Stock Units vested and converted on August 1, 2026
Common shares acquired from RSU vesting 6,667 shares Shares received upon conversion of vested RSUs on August 1, 2026
Shares disposed to satisfy obligations 1,906.763 shares Common stock disposition reported under code F on August 1, 2026
Disposition price per share 38.0700 per share Price for the 1,906.763 common shares disposed under code F
Remaining restricted stock units 13,333 units RSUs outstanding after the August 1, 2026 vesting event
Indirect 401(k) holdings 856.516 shares Common shares held indirectly through a 401(k) Stock Fund
Restricted Stock Units financial
"Vesting of restricted stock units granted June 16, 2025, under the Whirlpool Corporation Omnibus Stock and Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16b-3 regulatory
"Vesting of restricted stock units ... in a transaction exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Omnibus Stock and Incentive Plan financial
"granted June 16, 2025, under the Whirlpool Corporation Omnibus Stock and Incentive Plan"
An omnibus stock and incentive plan is a single company program that bundles different ways to pay and reward people—such as stock options, restricted shares, cash bonuses and other equity-based awards—under one set of rules. It matters to investors because it determines how much ownership can be granted to employees and advisors, which affects share dilution, management incentives and company costs; think of it as the company’s compensation toolbox that can change who benefits from future growth.
dividend reinvestment plan financial
"Aggregate beneficial holdings include shares acquired through dividend reinvestment plan"
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
401(k) Stock Fund financial
"total shares following transaction 856.5160, indirect ownership via 401(k) Stock Fund"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

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

Roxanne Warner reported vesting and conversion of 6,667 restricted stock units into Whirlpool common stock on August 1, 2026. The RSUs were granted June 16, 2025 under the Whirlpool Corporation Omnibus Stock and Incentive Plan and are part of her equity compensation.

How many Whirlpool (WHR) shares were withheld or disposed of in Roxanne Warner’s filing?

The filing shows 1,906.763 common shares disposed of at $38.0700 per share in connection with the August 1, 2026 RSU vesting. This disposition was reported under transaction code F, which covers delivering or withholding shares to satisfy related obligations.

How many restricted stock units does Whirlpool (WHR) CFO Roxanne Warner still hold after this transaction?

After the August 1, 2026 vesting, Warner has 13,333 restricted stock units remaining. According to the disclosure, these RSUs are scheduled to vest and convert one-for-one into Whirlpool common shares on August 1, 2027 and August 1, 2028.

Does Roxanne Warner have indirect Whirlpool (WHR) holdings reported in this Form 4?

Yes. The Form 4 reports 856.516 Whirlpool common shares held indirectly through a 401(k) Stock Fund. A related footnote also explains that aggregate beneficial holdings include additional shares acquired via a dividend reinvestment plan.

Were Roxanne Warner’s Whirlpool (WHR) RSUs granted under a specific plan or rule exemption?

The vested RSUs were granted June 16, 2025 under the Whirlpool Corporation Omnibus Stock and Incentive Plan. Their vesting and conversion were described as a transaction exempt under Rule 16b-3, which is commonly used for insider compensation-related equity grants.
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 MICHIGAN 49022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/01/2026M(1)6,667A$016,613.971(2)D
Common Stock08/01/2026F1,906.763D$38.0714,707.21D
Common Stock856.516I401(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)08/01/2026M6,667 (1) (1)Common Stock6,667$013,333D
Explanation of Responses:
1. Vesting of restricted stock units granted June 16, 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 and convert one-for-one to shares on 08/01/2027, and 08/01/2028.
2. Aggregate beneficial holdings include shares acquired through dividend reinvestment plan.
Remarks:
/s/ Bridget K. Quinn, Attorney-In-Fact08/04/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)