8-K - Whirlpool Corporation | StockGist

AI Analysis

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Whirlpool Corporation completed upsized public offerings of 6,884,057 shares of common stock at $69.00 per share and 10,500,000 depositary shares at $50.00 per share, each representing 1/20th interest in 8.50% Series A Mandatory Convertible Preferred Stock with $1,000 liquidation preference. The offerings closed on February 27, 2026, providing approximately $963 million in net proceeds for debt repayment and general corporate purposes including strategic investments.

Key Takeaways

1Common Stock Offering: 6,884,057 shares priced at $69.00/share; underwriters exercised full 30-day option for additional 1,014,493 shares

2Depositary Shares Offering: 10,500,000 shares priced at $50.00/share; each represents 1/20th interest in Preferred Stock; underwriters exercised full 30-day option for additional 1,000,000 shares

3Preferred Stock terms: 8.50% dividend rate on $1,000 liquidation preference; quarterly dividends payable Feb 15, May 15, Aug 15, Nov 15 starting May 15, 2026; mandatory conversion Feb 15, 2029 into 12.3340-14.4920 Common shares per Preferred share (subject to anti-dilution)

4Underwriting Agreements dated Feb 24, 2026 with Wells Fargo Securities, J.P. Morgan, Citigroup as representatives

5Certificate of Designations filed Feb 27, 2026 with Delaware Secretary of State; Deposit Agreement dated Feb 27, 2026 with Computershare

6Net proceeds ~$963M to repay revolving credit facility and fund vertical integration/automation investments

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Contract Common Stock Offering On February 24, 2026, Whirlpool Corporation (the “Company”) entered into an underwriting agreement (the “Co

Material Agreement

3.03

. Material Modification to Rights of Security Holders. On February 27, 2026, the Company filed the Certificate of Designations with the Secretary of State of th

Securities Modification

5.03

. Item 7.01. Regulation FD Disclosure. A copy of the Company’s press releases related to the announcements set forth under Item 1.01 is furnished as Exhibits 99

Charter Amendment

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 1.1 Underwriting Agreement, dated February 24, 2026, among Whirlpool Corporation and Well

Exhibits Only

Transaction Details

Material Agreement

Agreement: Common Stock Underwriting AgreementDepositary Shares Underwriting AgreementDeposit Agreement
Parties: Whirlpool Corporation, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. (representatives), Computershare Inc. and Computershare Trust Company, N.A. (joint depositary)

•Common Stock: 6,884,057 shares initial + 1,014,493 option shares at $66.24/share purchase price
•Depositary Shares: 10,500,000 shares initial + 1,000,000 option shares at $48.50/share purchase price
•Closing Date: February 27, 2026
•30-day over-allotment options fully exercised February 25, 2026

Debt / Financing

Instrument: Equity Offerings
Principal: $963 million net proceeds (estimated)
Use of Proceeds: Repay revolving credit facility portion; general corporate purposes including vertical integration and automation investments

Exhibits (9)

1.1

EX-1.1

1.2

EX-1.2

3.1

EX-3.1

4.2

EX-4.2

5.1

EX-5.1

5.2

EX-5.2

8-K

99.1

EX-99.1

99.2

EX-99.2