UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-3932

WHIRLPOOL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		38-1490038
(State of Incorporation)		(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

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

Depositary Shares, each representing a 1/20th interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share

WHR-PRA

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Class of common stock						Shares outstanding at ~~October~~May 241, ~~2025~~2026
Common stock, par value $1.00 per share						5664,~~148~~823,~~646~~121

WHIRLPOOL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2025~~2026

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Financial Statements
	Consolidated Condensed Statements of Comprehensive Income (Loss)	5
	Consolidated Condensed Balance Sheets	6
	Consolidated Condensed Statements of Cash Flows	7
	Notes to the Consolidated Condensed Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3332
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4543
Item 4.	Controls and Procedures	4543
PART II
Item 1.	Legal Proceedings	4644
Item 1A.	Risk Factors	4644
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4746
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
SIGNATURES		49

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this quarterly report, including those within the forward-looking perspective section within ~~the~~this Management's Discussion and Analysis section, and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," "target," "would," "committed," "undertake," and the negative of these words and words and terms of similar substance. ~~Our~~In ~~forward-looking~~addition, any statements ~~generally~~that ~~relate~~refer to ~~our~~strategic ~~growth~~or ~~strategies~~transactional objectives, including M&A and divestitures; India transaction expectations; operational planning or implementation, including technology and workforce management; financial ~~results~~projections or goals, ~~product~~including, ~~development~~credit facility timing, capital allocation and ~~sales~~tax ~~efforts~~impacts; external or macroeconomic risks, such as supply chain volatility and geopolitical conditions; legal, regulatory or sustainability matters; or other characterizations of future events or circumstances, are forward-looking statements. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.

~~This document contains forward-looking statements about~~ Whirlpool ~~Corporation and its consolidated subsidiaries ("Whirlpool") that speak only as of this date. Whirlpool~~ disclaims any obligation to update these statements. Forward-looking statements in this document may include, but are not limited to, statements regarding future financial results, long-term value creation goals, restructuring expectations, productivity, raw material prices and related costs, supply chain, portfolio transformation expectations, India transaction expectations, asset impairment, new product introduction benefits, trade and tariffs, litigation, ESG efforts, debt repayment and dividend expectations, share position, and the impact of the global economy and geopolitical events on our operations and financial results. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) ~~the~~Whirlpool's ability ~~of Whirlpool~~ to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool’s ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past ~~acquisitions~~transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to ~~our~~Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and ~~generative~~ AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; and (25) the uncertain global economy and changes in economic conditions.; In(26) ~~addition,~~financing ~~factors~~and ~~that~~liquidity ~~could~~uncertainty ~~cause~~including ~~actual~~payment ~~results~~of todividends ~~differ~~on ~~materially~~our ~~from~~Mandatory ~~our~~Convertible ~~India~~Preferred ~~transaction~~Stock; ~~expectations~~(27) ~~include,~~the ~~among~~dilutive ~~other~~effect ~~things,~~of ~~failure~~conversion orand ~~delays~~potential individend ~~launching~~payments ~~transaction~~in ~~based~~common onstock ~~Board~~for ~~approval,~~our ~~market~~Mandatory ~~conditions~~Convertible orPreferred ~~other~~Stock; ~~factors,~~(28) ~~failure~~the orliquidation ~~delays~~preference inof ~~share~~our ~~settlement~~Mandatory ~~and~~Convertible ~~closing,~~Preferred ~~transaction~~Stock ~~proceeds~~above ~~being~~our ~~lower~~common ~~than~~stock; ~~expected,~~(29) ~~alternative~~potential ~~uses~~delays ~~for~~in ~~proceeds~~closing ~~received,~~or ~~brand~~inability ~~license~~to ~~valuation~~close ~~expectations~~our ~~not~~private ~~being~~placement ~~met,~~transaction; and ~~strategic,~~(30) ~~economic~~reduced oroperational ~~industry~~flexibility ~~expectations~~and ~~for~~liquidity ~~India~~under ~~not~~our ~~being~~potential ~~realized~~Asset-Based loan facility.

We undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements.

Additional information concerning these and other factors tocan be anfound ~~exhaustive~~in ~~statement~~the of"Risk ~~all~~Factors" ~~risks,~~section ~~uncertainties,~~of orour ~~factors~~Annual ~~that~~Report ~~could~~on ~~potentially~~Form ~~cause~~10-K, ~~actual~~as ~~results~~updated toin ~~differ~~Part ~~from~~II, ~~forward-looking~~Item 1A ~~statements.~~of this report.

Additional information concerning these and other factors can be found in the "Risk Factors" section of our Annual Report on Form 10-K, as updated in Part II, Item 1A of our Quarterly Reports on Form 10-Q.

Unless otherwise indicated, the terms "Whirlpool," "the Company," "we," "us," and "our" refer to Whirlpool Corporation and its consolidated subsidiaries.

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.


PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

TABLE OF CONTENTS


			PAGE
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Condensed Statements of Comprehensive Income (Loss)			5
Consolidated Condensed Balance Sheets			6
Consolidated Condensed Statements of Cash Flows			7

		PAGE
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1.	Basis of Presentation	8
2.	Revenue Recognition	1112
3.	Inventories	1213
4.	Property, Plant and Equipment	1213
5.	Financing Arrangements	1213
6.	Commitments and Contingencies	15
7.	Pension and Other Postretirement Benefit Plans	18
8.	Hedges and Derivative Financial Instruments	19
9.	Fair Value Measurements	22
10.	Stockholders' Equity	23
11.	Restructuring Charges	26
12.	Income Taxes	27
13.	Segment Information	28
14.	Acquisitions and Divestitures	3130

WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE PERIODS ENDED ~~SEPTEMBER~~MARCH 3031

(Millions of dollars, except per share data)

	Three Months Ended				~~Nine Months Ended~~
	2025		2024		2025		2024
	2026		2025
Net sales	$	43,~~033~~273	$	3,~~993~~621	$	~~11,426~~	$	~~12,471~~
Expenses
Cost of products sold	32,~~439~~858		3,~~350~~014		~~9,615~~		~~10,561~~
Gross margin	~~594~~415		~~643~~607		~~1,811~~		~~1,910~~
Selling, general and administrative	~~405~~359		~~395~~406		~~1,209~~		~~1,266~~
Intangible amortization	76		7		20		24
Restructuring costs	632		810		17		81
Loss (gain) on sale and disposal of businesses	(30)		(32)		(30)		260
Operating profit	18		184
Operating profit	206		265		595		279
Other (income) expense
Interest and sundry (income) expense	(58)		(632)		~~(41)~~		~~(27)~~
Interest expense	9277		9277		~~256~~		~~275~~
Earnings (loss) before income taxes	~~120~~(51)		~~179~~139		~~381~~		31
Income tax expense (benefit)	3314		4543		~~105~~		~~(85)~~
Equity method investment income (loss), net of tax	(1117)		(2017)		~~(46)~~		~~(31)~~
Net earnings (loss)	76(82)		~~114~~79		~~229~~		85
Less: Net earnings (loss) available to noncontrolling interests	3—		57		20		16
Net earnings (loss) available to Whirlpool	$	73	$	109	$	210	$	69
Net earnings (loss) available to Whirlpool shareholders	(82)		71
Less: Mandatory convertible preferred stock dividends accumulated during the period	4		—
Net earnings (loss) available to Whirlpool common shareholders	$	(85)	$	71
Per share of common stock
Basic net earnings (loss) available to Whirlpool	$	(1.3043)	$	21.0129	$	~~3.76~~	$	~~1.27~~
Diluted net earnings (loss) available to Whirlpool	$	(1.2943)	$	21.0028	$	~~3.74~~	$	~~1.26~~
Dividends declared	$	0.90	$	1.75	$	~~4.40~~	$	~~5.25~~
Weighted-average shares outstanding (in millions)
Basic	5659.16		55.26		~~55.9~~		~~55.0~~
Diluted	5659.56		55.28		~~56.1~~		~~55.0~~
Comprehensive income (loss)	$	9217	$	25(34)	$	~~(114)~~	$	16

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(Millions of dollars, except share data)

	(Unaudited)
	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	~~934~~626	$	~~1,275~~669
Accounts receivable, net of allowance of $55 and $46, respectively	1,598		1,317
Accounts receivable, net of allowance of $59 and $56, respectively	1,158		1,276
Inventories	2,~~593~~241		2,~~035~~307
Prepaid and other current assets	~~669~~928		~~612~~654
Total current assets	5,794		5,239
Assets held for sale	17		17
Property, net of accumulated depreciation of $5,654 and $5,414, respectively	2,309		2,275
Total current assets	4,969		4,924
Right of use assets	814		841
Property, net of accumulated depreciation of $5,598 and $5,547, respectively	2,336		2,194
Goodwill	3,321		3,322
Right of use assets	757		796
Other intangibles, net of accumulated amortization of $465 and $447, respectively	2,698		2,717
Goodwill	3,103		3,103
Deferred income taxes	1,475		1,433
Investment in affiliated companies	813		827
Other noncurrent assets	481		474
Other intangibles, net of accumulated amortization of $470 and $464, respectively	2,557		2,563
Total assets	$	16,893	$	16,301
Deferred income taxes	1,338		1,327
Other noncurrent assets	304		266
Total assets	$	16,177	$	16,001
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	3,~~617~~252	$	3,~~530~~704
Accrued expenses	~~414~~419		~~455~~448
Accrued advertising and promotions	~~488~~383		~~682~~755
Employee compensation	~~205~~172		~~228~~208
Notes payable	~~1,125~~312		18351
Current maturities of long-term debt	~~300~~577		~~1,850~~586
Other current liabilities	~~619~~543		~~560~~460
Total current liabilities	65,~~768~~659		76,~~323~~513
Noncurrent liabilities
Long-term debt	65,~~165~~564		45,~~758~~583
Pension benefits	~~106~~60		~~122~~64
Postretirement benefits	9692		9692
Lease liabilities	~~686~~651		~~711~~669
Other noncurrent liabilities	~~429~~378		~~358~~365
Total noncurrent liabilities	76,~~482~~746		6,~~045~~773
Stockholders' equity
Common stock, $1 par value, 250 million shares authorized, 65 million and 65 million shares issued, respectively, and 56 million and 55 million shares outstanding, respectively	65		64
Mandatory convertible preferred stock, 8.50% Series A, $1 par value, 10 million shares authorized; 575 thousand issued and outstanding as of March 31, 2026; none issued and outstanding as of December 31, 2025; aggregate liquidation preference $575	1		—
Additional paid-in capital	3,479		3,462
Common stock, $1 par value, 250 million shares authorized, 73 million and 65 million shares issued, respectively, and 65 million and 56 million shares outstanding, respectively	73		65
Retained earnings	1,272		1,311
Additional paid-in capital	4,558		3,485
Accumulated other comprehensive loss	(1,888)		(1,545)
Retained earnings	1,187		1,330
Treasury stock, 9 million and 9 million shares, respectively	(547)		(609)
Accumulated other comprehensive loss	(1,525)		(1,624)
Total Whirlpool stockholders' equity	2,380		2,683
Treasury stock, 8 million and 9 million shares, respectively	(510)		(530)
Noncontrolling interests	263		250
Total Whirlpool stockholders' equity	3,783		2,726
Total stockholders' equity	2,644		2,933
Noncontrolling interests	(11)		(11)
Total liabilities and stockholders' equity	$	16,893	$	16,301
Total stockholders' equity	3,772		2,715
Total liabilities and stockholders' equity	$	16,177	$	16,001

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE PERIODS ENDED ~~SEPTEMBER~~MARCH 3031

(Millions of dollars)

	Nine Months Ended
	Three Months Ended
	2025		2024
	2026		2025
Operating activities
Net earnings (loss)	$	~~229~~(82)	$	8579
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
Depreciation and amortization	~~246~~99		~~249~~83
Loss (gain) on sale and disposal of businesses	(30)		260
Equity method investment (income) loss, net of tax	17		17
Equity method investment (income) loss, net of tax	46		31
Share based compensation and other	24		58
Share based compensation and other	113		64
Changes in assets and liabilities:
Accounts receivable	~~(258)~~119		(~~275~~80)
Inventories	~~(523)~~85		(18341)
Accounts payable	(59495)		(7683)
Accrued advertising and promotions	(~~208~~374)		(~~137~~325)
Accrued expenses and current liabilities	(5226)		~~(22)~~2
Taxes deferred and payable, net	(1827)		~~(237)~~7
Accrued pension and postretirement benefits	5		(152)
Employee compensation	(3940)		(4246)
Other	(~~121~~132)		(~~138~~90)
Cash provided by (used in) operating activities	(~~669~~827)		(~~271~~721)
Investing activities
Capital expenditures	(~~239~~68)		(~~315~~72)
Proceeds from sale of assets and businesses	—		95
Purchase of previously leased assets	(157)		—
Cash held by divested businesses	—		(245)
Cash provided by (used in) investing activities	(225)		(72)
Other	—		(1)
Cash provided by (used in) investing activities	(239)		(466)
Financing activities
Net proceeds from borrowings of long-term debt	1,200		300
Net proceeds (repayments) from short-term borrowings	(40)		599
Net repayments of long-term debt	(1,550)		(801)
Dividends paid	(58)		(97)
Net proceeds (repayments) from short-term borrowings	1,114		613
Common stock issuance, net of issuance costs	524		—
Dividends paid	(248)		(287)
Mandatory convertible preferred stock issuance, net of issuance costs	557		—
Repurchase of common stock	—		(50)
Other	2		1
Sale of minority interest in subsidiary	—		462
Cash provided by (used in) financing activities	985		503
Other	(12)		(15)
Effect of exchange rate changes on cash and cash equivalents	24		39
Cash provided by (used in) financing activities	503		222
Increase (decrease) in cash and cash equivalents	(44)		(251)
Effect of exchange rate changes on cash and cash equivalents	64		(68)
Cash and cash equivalents at beginning of year	669		1,275
Increase (decrease) in cash and cash equivalents	(341)		(583)
Cash and cash equivalents at end of period	$	626	$	1,024
Cash and cash equivalents at beginning of year	1,275		1,667
Cash and cash equivalents at end of period	$	934	$	1,084

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(1) BASIS OF PRESENTATION

General Information

The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K for the year ended December 31, ~~2024~~2025.

Management believes that the accompanying Consolidated Condensed Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods.

We are required to make estimates and assumptions that affect the amounts reported in the Consolidated Condensed Financial Statements and accompanying Notes. Actual results could differ materially from those estimates.

We have eliminated all material intercompany transactions in our Consolidated Condensed Financial Statements. We do not consolidate the financial statements of any company in which we have an ownership interest of 50% or less, unless that company is deemed to be a variable interest entity ("VIE") of which we are the primary beneficiary. VIEs are consolidated when the company is the primary beneficiary of these entities and has the ability to directly impact the activities of these entities.

~~Change~~Certain incolumns ~~Presentation~~and rows within the consolidated condensed financial statements and tables presented may not sum due to rounding, and percentages have been calculated from the underlying whole-dollar amounts.

In 2024, the Company changed its rounding presentation. Certain columns and rows within the consolidated condensed financial statements and tables presented may not sum due to rounding, and percentages have been calculated from the underlying whole-dollar amounts. This change is immaterial and does not impact the comparability of our consolidated condensed financial statements.

Reclassifications

We reclassified certain prior period amounts in the Consolidated Condensed Financial Statements to conform with current year presentation.

Risks and Uncertainties

The Consolidated Condensed Financial Statements presented herein reflect estimates and assumptions made by management at ~~September~~March 3031, ~~2025~~2026.

These estimates and assumptions affect, among other things, the Company’s goodwill, long-lived asset and indefinite-lived intangible asset valuation; inventory valuation; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; and the allowance for expected credit losses and bad debt. Events and changes in circumstances arising after ~~October~~May 287, ~~2025~~2026, including those resulting from the impacts of macroeconomic volatility including with respect to trade and tariffs, as well as the ongoing international conflicts, will be reflected in management’s estimates for future periods.

Goodwill and Indefinite-lived Intangible Assets

We continue to monitor the significant global economic uncertainty to assess the outlook for demand for our products and the impact on our business and our overall financial performance. The results of the annual assessment performed as of October 1, ~~2024~~2025 determined that the carrying value of the ~~Maytag~~JennAir trademark exceeded its fair value by $~~381~~106 million. The trademark remains at risk for future impairment at ~~September~~March 3031, ~~2025~~2026. The InSinkErator ~~trademark~~and isMaytag trademarks are also at risk for impairment at ~~September~~March 3031, ~~2025~~2026. The goodwill in our reporting units or other indefinite-lived intangible assets are not presently at risk for future impairment.

The potential impact of demand disruptions, production impacts or supply constraints along with a number of other factors could negatively affect revenues for the JennAir, Maytag and InSinkErator trademarks, but we remain committed to the strategic actions necessary to realize the long-term forecasted revenues and profitability of these trademarks.

A lack of recovery or further deterioration in market conditions, a sustained trend of weaker than expected financial performance for our JennAir, Maytag and InSinkErator trademarks, among other factors, as a result of the macroeconomic factors or other unforeseen events could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

As a result of our analysis, and in consideration of the totality of events and circumstances, there were no triggering events of impairment identified during the ~~third~~first quarter of ~~2025~~2026.

Income taxes

Under U.S. GAAP, the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year and then adjusts this amount by certain discrete items each quarter. Potential changing and volatile macroeconomic conditions could cause fluctuations in forecasted earnings before income taxes. As such, the Company's effective tax rate could be subject to volatility as forecasted earnings before income taxes are impacted by events which cannot be predicted.

In addition, potential future economic deterioration brought on by the trade and tariff landscape, ongoing international conflicts, and related sanctions or other factors, such as potential sales of businesses and new tax legislation may negatively impact the realizability and/or valuation of certain deferred tax assets.

Other Accounting Matters

Synthetic Lease Arrangements

We have a number of synthetic lease arrangements with financial institutions for non-core properties. The leases contain provisions for options to purchase, extend the original term for additional periods or return the property. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, these arrangements include residual value guarantees of up to approximately $~~504~~300 million and $~~405~~504 million, respectively, that could potentially come due in future periods. We do not believe it is probable that any material amounts will be owed under these guarantees. Therefore, no material amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

The majority of these leases are classified as operating leases. We have assessed the reasonable certainty of these provisions to determine the appropriate lease term. The leases were measured using our incremental borrowing rate and are included in our right of use assets and lease liabilities in the Consolidated Condensed Balance Sheets. Rental payments are calculated at the applicable reference rate plus ana ~~additional amount based on the terms of the lease~~margin. The impact to the Consolidated Condensed Balance Sheets and Consolidated Condensed Statements of ~~Comprehensive~~ Income (Loss) is nominal.

In March 2026, we purchased five assets previously subject to synthetic lease agreements, paying $157 million to acquire the legal title to the underlying assets. In connection with the acquisitions, the related lease right‑of‑use assets of $29 million and lease liabilities of $28 million were derecognized from the Consolidated Condensed Balance Sheet. The difference between the consideration paid and the carrying amount of the lease liabilities was reflected as an adjustment to the cost basis of the acquired properties within Property, net of accumulated depreciation. The Consolidated Condensed Statement of Cash Flows reflects the purchase of the previously leased assets of $157 million within Purchase of previous lease obligations. Expenses associated with these transactions did not have a material impact on the results for the quarter.

Supply Chain Financing Arrangements

The Company has ongoing agreements globally with various third-parties to provide certain suppliers the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. Under these agreements, the average payment terms range from 120 to 180 days and are based on industry standards and best practices within each of our ~~global regions~~segments. Whirlpool has no assets pledged as part of our global programs.

We have no economic interest in the sale of these receivables and no direct financial relationship with the financial institutions concerning these services. For certain arrangements, the Company will guarantee receivables due from wholly-owned subsidiaries. Our obligations to suppliers, including amounts due and scheduled payment terms, are not impacted. All outstanding balances under these programs are recorded in accounts payable on our Consolidated Condensed Balance Sheets. The following table summarizes the changes in outstanding obligations for the periods presented:

Millions of dollars	Outstanding Obligations
Confirmed obligations outstanding as of December 31, 2024	$	794
Confirmed obligations outstanding as of December 31, 2025	$	772
Invoices confirmed during the period	~~1,730~~448
Confirmed invoices paid during the period	(~~1,866~~588)
Impact of foreign currency	4820
Confirmed obligations outstanding as of September 30, 2025	$	706
Confirmed obligations outstanding as of March 31, 2026	$	652

Equity Method Investments

Our primary equity method investments include partial ownership in Whirlpool China, an entity that was previously controlled by the Company, ~~and~~ partial ownership in Beko Europe B.V. ("Beko ~~Europe~~"), an entity resulting from the April 1, 2024 transaction with ~~Arçelik~~Arcelik, Aand partial ownership in Whirlpool India, an entity that was previously controlled by the Company.S. ~~(“Arcelik”)~~Whirlpool China, Beko, and Whirlpool India are considered related parties. For additional information, see Note 14 to the Consolidated Condensed Financial Statements.

The following table summarizes the amounts related to the Company's primary equity method investments during the periods presented.

Millions of dollars	Reporting Lag	~~September~~March 3031, ~~2025~~2026				December 31, ~~2024~~2025
		Percentage Ownership		Carrying Amount		Percentage Ownership		Carrying Amount
Beko Europe B.V.	1 month	25	%	$	21—	25	%	$	7419
Whirlpool China	1 month	20	%	$	~~193~~202	20	%	$	~~191~~196
Whirlpool India	3 months	40	%	$	596	40	%	$	599

~~The~~As ~~fair value~~ of ~~the~~March ~~investment~~31, in2026, ~~Beko~~the ~~Europe~~net atcarrying ~~the~~amount ~~date~~ of ~~deconsolidation~~the ~~was~~Beko ~~calculated~~Europe ~~based~~investment onis azero, ~~discounted~~reflecting ~~cash~~the ~~flow~~recognition ~~analysis~~of ~~and~~cumulative ~~multiple~~equity ~~market~~method ~~data~~investment ~~points (Level 3 input), resulting in a fair value of $186 million~~losses. The ~~market~~fair value of our investment in Whirlpool China, based on the quoted market price, is $~~219~~226 million as of ~~September~~March 3031, ~~2025~~2026. ~~Management has concluded that there are no indicators of other than temporary impairment related to these investments.~~

In November 2025, we completed a market transaction reducing our ownership in Whirlpool India from 51% to approximately 40%. The fair value of the investment in Whirlpool India at the date of deconsolidation on December 1, 2025, was $599 million based on the quoted market price (Level 1 input). The sale date fair value of investment in Whirlpool India exceeded the Company’s proportionate share of Whirlpool India’s underlying net assets by approximately $448 million. This basis difference has been allocated as follows: $94 million to identifiable intangible assets (primarily customer relationships), which are being amortized over a useful life of 18 years, and $18 million to other assets, which are amortized over their useful lives of up to 10 years. The residual difference of $336 million is recognized as equity method goodwill, which is not amortized but is monitored for impairment as part of the total investment. As of March 31, 2026, based on quoted market price, the fair value of this investment is $423 million.

Management has concluded that there are no indicators of other than temporary impairment related to these investments.

The following tables summarize the amounts recorded related to the Company's primary equity method investments during the periods presented.

Millions of dollars			~~September~~March 3031, ~~2025~~2026						December 31, ~~2024~~2025
Accounts Payable			$	~~164~~205					$	~~101~~198

Millions of dollars	~~Nine~~Three Months Ended ~~September~~March 3031,
	2025		2024
	2026		2025
Purchases	$	~~283~~122	$	~~193~~100

The licensing revenue from our equity method investments and their subsidiaries is not material for the periods presented. There are also no material accounts receivable or sales with these investments for the periods presented.

~~Related~~For ~~Parties~~additional information, see Note 14 to the Consolidated Condensed Financial Statements.

As of September 30, 2025, the Company's majority-owned subsidiary, Whirlpool India, holds a 97% controlling equity ownership in Elica PB India, following an additional acquisition of 10% equity interest during the third quarter of 2024. Elica PB India is consolidated in Whirlpool Corporation's financial statements and reported within our MDA Asia reporting segment. Elica PB India is a VIE for which the Company is the primary

beneficiary. The carrying amount of goodwill amounts to $83 million and the carrying amount of customer relationships, which are included in Other intangible assets, net of accumulated amortization, amounts to $24 million as of September 30, 2025 and $26 million as of December 31, 2024, respectively. Other assets or liabilities of Elica PB India are not material to the Consolidated Condensed Financial Statements of the Company for the periods presented.

Both Whirlpool India and the non-controlling interest shareholders retain an option for Whirlpool India to purchase the remaining equity interest in Elica PB India for fair value, which could be material to the financial statements of the Company, depending on the performance of the business.

Accounting Pronouncements Issued But Not Yet Effective

In ~~December~~November ~~2023~~2024, the FASB issued Update ~~2023~~2024-0903, "Income ~~Taxes~~Statement—Reporting ~~(Topic~~Comprehensive ~~740): Improvements to~~ Income—Expense ~~Tax~~Disaggregation Disclosures (Subtopic 220-40)". ~~The~~This ~~amendments~~update inapplies ~~this~~to ~~Update~~all ~~improve~~public ~~income~~business ~~tax~~entities. ~~disclosures~~The ~~primarily~~FASB ~~related~~issued to the ~~rate~~Update ~~reconciliation~~to ~~and~~improve ~~income~~the ~~taxes~~disclosures ~~paid~~about ~~information~~a aspublic ~~well~~company's asexpenses ~~the~~and ~~effectiveness~~address ofrequests ~~certain~~from ~~other~~investors ~~income~~for ~~tax~~more ~~disclosures.~~detailed ~~The~~information ~~new~~about ~~standard~~the istypes ~~effective~~of ~~for~~expenses ~~annual~~(including ~~periods~~purchases ~~beginning~~of ~~after~~inventory, ~~December~~employee 15compensation, ~~2024.~~depreciation, ~~Early~~amortization, ~~adoption~~and isdepletion) ~~permitted.~~in ~~The~~commonly ~~standard~~presented ~~should~~expense becaptions ~~applied~~(such onas acost ~~prospective~~of ~~basis~~sales, ~~but~~SG&A, ~~retrospective~~and ~~application~~research isand ~~permitted~~development). The ~~Company~~new ~~will~~standard ~~adopt~~is ~~this~~effective ~~standard~~for annual periods beginning ~~with~~after ~~the~~December ~~Form~~15, ~~10-K~~2026, ~~for~~and ~~the~~interim ~~fiscal~~reporting ~~year~~periods ~~ending~~beginning after December 3115, ~~2025~~2027. ~~and~~Early adoption is ~~still~~permitted. ~~determining~~The ~~the~~Company ~~potential~~is ~~impact~~currently toevaluating the ~~financial~~impact ~~statements.~~of adopting this new standard.

In ~~November~~December ~~2024~~2025, the FASB issued Update ~~2024-03~~2025‑07, ~~"Income~~Derivatives ~~Statement—Reporting~~and ~~Comprehensive~~Hedging ~~Income—Expense~~(Topic ~~Disaggregation~~815) ~~Disclosures~~and Revenue from Contracts with Customers (~~Subtopic~~Topic ~~220-40~~606)": Scope Refinements and Share‑Based Noncash Consideration. The ~~FASB~~amendments isintroduce ~~issuing~~a ~~this~~new ~~Update~~scope toexception ~~improve~~for ~~the~~certain ~~disclosures~~contracts ~~about~~or ~~a company’s~~embedded ~~expenses~~features ~~and~~whose ~~address~~underlying ~~requests~~is ~~from~~based ~~investors~~on ~~for~~operations ~~more~~or ~~detailed~~activities ~~information~~specific ~~about~~to one of the ~~types~~parties ofto ~~expenses~~the ~~(including~~contract. ~~purchases~~The ofASU ~~inventory,~~also ~~employee~~clarifies ~~compensation,~~the ~~depreciation,~~accounting ~~amortization,~~for ~~and~~share‑based ~~depletion)~~noncash inconsideration ~~commonly~~received ~~presented~~from ~~expense~~a ~~captions~~customer, (specifying that such asconsideration ~~cost~~is ofgenerally ~~products~~accounted ~~sold,~~for ~~SG&A,~~under ~~and~~Topic ~~research~~606 ~~and~~until ~~development)~~the right to receive or retain the consideration becomes unconditional. The new standard is effective for ~~annual~~fiscal ~~periods~~years beginning after December 15, 2026, ~~and~~including interim ~~reporting~~ periods ~~beginning~~within ~~after~~those ~~December~~fiscal ~~15,~~years. ~~2027~~Early adoption is permitted. The Company is currently evaluating the impact of adopting this new standard.

All other issued and not yet effective accounting standards are not relevant or material to the Company.

(2) REVENUE RECOGNITION

Disaggregation of Revenue

The following table presents our disaggregated revenues by revenue source. For additional information on the disaggregated revenues by operating segment, see Note 13 to the Consolidated Condensed Financial Statements.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Millions of dollars

~~2025~~

~~2024~~

~~2025~~2026

~~2024~~2025

Major product categories:

Laundry

~~1,150~~

~~1,131~~

~~3,251~~980

31,~~482~~026

Refrigeration

~~1,251~~

~~1,297~~

~~3,575~~916

31,~~850~~100

Cooking

~~973~~

~~921~~

~~2,632~~797

~~2,891~~839

Dishwashing

~~310~~

~~282~~

~~877~~263

~~983~~295

Total major product category net sales

~~3,684~~

~~3,631~~

102,~~335~~956

113,~~206~~260

Spare parts and warranties

~~138~~

~~135~~

~~410~~137

~~515~~137

Other

~~210~~

~~227~~

~~680~~180

~~750~~224

Total net sales

~~4,033~~

~~3,993~~

113,~~426~~273

123,~~471~~621

Other revenue sources ~~include~~ primarily include the revenues from the InSinkErator business, subscription arrangements, and licenses.

The impact to revenue related to prior period performance obligations is less than 1% of global consolidated revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026.

Allowance for Expected Credit Losses and Bad Debt Expense

We estimate our expected credit losses and bad debt expense primarily by using an aging methodology and establish customer-specific reserves for higher risk trade customers. Our expected credit losses and bad debt expense are evaluated and controlled within each operating segment by considering the unique credit risk specific to the country, marketplace and economic environment. We take into account past events, current conditions and reasonable and supportable forecasts in developing the reserve.

The following table summarizes our allowance for expected credit losses and bad debt expense by operating segment for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026:

Millions of dollars	December 31, ~~2024~~2025		Charged to Earnings		Write-offs		Foreign Currency		Other		~~September~~March 3031, ~~2025~~2026
Accounts receivable allowance
MDA North America	$	812	$	3—	$	—	$	—	$	—	$	1112
MDA Latin America	3339		23		—(2)		4—		—		3940
MDA Asia	3		—		—		—		—		3
SDA Global	3		1		—		—		—		4
SDA Global	2		—		—		—		—		2
Other	2		—		—		—		—		2
Consolidated	$	4656	$	54	$	—(2)	$	4—	$	—	$	5559
Financing receivable allowance
MDA Latin America	$	2326	$	—	$	—	$	41	$	—	$	27
Consolidated	$	6982	$	54	$	—(2)	$	81	$	—	$	8286

(3) INVENTORIES

The following table summarizes our inventories at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

Millions of dollars

~~September~~March 3031, ~~2025~~2026

December 31, ~~2024~~2025

Finished products

1,~~988~~705

1,~~463~~750

Raw materials and work in process

~~605~~536

~~572~~557

Total Inventories

2,~~593~~241

2,~~035~~307

(4) PROPERTY, PLANT AND EQUIPMENT

The following table summarizes our property, plant and equipment at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

Millions of dollars

~~September~~March 3031, ~~2025~~2026

December 31, ~~2024~~2025

Land

3628

3626

Buildings

1,~~052~~190

~~981~~1,024

Machinery and equipment

6,~~876~~715

6,~~673~~691

Accumulated depreciation

(5,~~654~~598)

(5,~~414~~547)

Property, plant and equipment, net

2,~~309~~336

2,~~275~~194

~~During~~The ~~the nine months ended September 30, 2025, we disposed of land, buildings, machinery and equipment with a~~ net book value of $6assets ~~million,~~disposed ~~compared~~and ~~to $21 million in~~ the ~~same~~related ~~period of 2024. The net~~ loss on ~~the~~disposal ~~disposals~~ was not material for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

(5) FINANCING ARRANGEMENTS

Debt Offering

On June 9, 2025, Whirlpool Corporation (the “Company”) entered into an Underwriting Agreement ~~(the “Underwriting Agreement”)~~ with Mizuho Securities USA LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to the offering by the Company of $600 million aggregate principal amount of 6.125% Senior Notes due 2030 and $600 million aggregate principal amount of 6.500% Senior Notes due 2033 (collectively, the “2030 and 2033 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-276169), and a preliminary prospectus supplement and prospectus supplement related to the offering of the 2030 and 2033 Notes, each as previously filed with the Securities and Exchange Commission ~~(the “Commission”)~~. On June 11, 2025, the Company closed its offering of the 2030 and 2033 Notes.

The 2030 and 2033 Notes contain covenants that limit the Company's ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the 2030 and 2033 Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The Company used the net proceeds from the ~~sale~~issuance of the 2030 and 2033 Notes to repay a portion of the ~~$1.5 billion outstanding under the~~ term loan agreement ~~with~~discussed ~~a maturity date of October 31, 2025~~below.

On February 22, 2024, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with SMBC Nikko Securities America, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and SG Americas Securities, LLC, as representatives of the several underwriters named therein, relating to the offering by the Company of $300 million aggregate principal amount of 5.750% Senior Notes due 2034 (the "2034 Notes"), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-276169), and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Commission. On February 27, 2024, the Company closed its offering of the 2034 Notes.

The 2034 Notes contain covenants that limit the Company's ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the 2034 notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The Company used the net proceeds from the sale of the 2034 Notes, together with cash on hand, to repay, at maturity, all $300 million aggregate principal amount of the Company's 4.000% notes due March 1, 2024.

Term Loan Agreement

On September 23, 2022, the Company entered into a Term Loan Agreement by and among the Company, Sumitomo Mitsui Banking Corporation (“SMBC”), as Administrative Agent and Syndication Agent and as lender, and certain other financial institutions as lenders. SMBC, BNP Paribas, ING Bank N.V., Dublin Branch, Mizuho Bank, Ltd., and Societe Generale acted as Joint Lead Arrangers and Syndication Agents; The Bank of Nova Scotia and Bank of China, Chicago Branch acted as Documentation Agents; and SMBC acted as Sole Bookrunner for the Term Loan Agreement. The Term Loan Agreement provides for an aggregate lender commitment of $2.5 billion. The Company utilized proceeds from the term loan facility on a delayed draw basis to fund a majority of the $3.0 billion purchase price consideration for the Company’s acquisition from Emerson Corporation (“Emerson”) of Emerson’s InSinkErator business, as set forth in the Asset and Stock Purchase Agreement between Whirlpool and Emerson dated as of August 7, 2022 (the “Acquisition Agreement”).

The outstanding amount for this term loan at September 30, 2025 is $300 million, which is classified in current liabilities on the Consolidated Condensed Balance Sheet. The term loan facility is divided into two tranches: a $1 billion tranche with a maturity date of April 30, 2024, of which $500 million was repaid in December 2023 and the remaining $500 million was repaid in April 2024; and a $1.5 billion tranche with a maturity date of October 31, 2025, of which $1.2 billion was repaid in June 2025.

The interest and fee rates payable with respect to the term loan facility based on the Company's current credit rating are as follows: (1) the spread over SOFR for the 3-year tranche is 1.25% (with a 0.10% SOFR spread adjustment); and (2) the spread over prime for the 3-year tranche is zero, as the date hereof.

~~The~~ Term Loan Agreement contains customary covenants and warranties including, among other things, a rolling twelve month interest coverage ratio required to be greater than or equal to 3.0 for each fiscal quarter. In addition, the covenants limit the Company's ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: (i) merge with other companies; (ii) create liens on its property; and (iii) incur debt at the subsidiary level. The Company has been in compliance with the interest coverage ratio covenant under the term loan agreement for all fiscal quarters through September 30, 2025.

On September 23, 2022, the Company entered into a Term Loan Agreement by and among the Company, Sumitomo Mitsui Banking Corporation (“SMBC”), as Administrative Agent and Syndication Agent and as lender, and certain other financial institutions as lenders. SMBC, BNP Paribas, ING Bank N.V., Dublin Branch, Mizuho Bank, Ltd., and Societe Generale acted as Joint Lead Arrangers and Syndication Agents; The Bank of Nova Scotia and Bank of China, Chicago Branch acted as Documentation Agents; and SMBC acted as Sole Bookrunner for the Term Loan Agreement. The Term Loan Agreement provides for an aggregate lender commitment of $2.5 billion. The Company utilized proceeds from the term loan facility on a delayed draw basis to fund a majority of the $3.0 billion purchase price consideration for the Company’s acquisition from Emerson Electric Co. (“Emerson”) of Emerson’s InSinkErator business, as set forth in the Asset and Stock Purchase Agreement between Whirlpool and Emerson dated as of August 7, 2022 (the “Acquisition Agreement”).

The term loan facility was divided into two tranches: a $1 billion tranche with a maturity date of April 30, 2024, of which $500 million was repaid in December 2023 and the remaining $500 million was repaid in April 2024; and a $1.5 billion tranche with a maturity date of October 31, 2025, of which $1.2 billion was repaid in June 2025 and the remaining $300 million was repaid in October 2025. The term loan was repaid in full as of December 31, 2025.

Credit Facilities

On May 3, 2022, the Company entered into a Fifth Amended and Restated Long-Term Credit Agreement (the “Amended Long-Term Facility”) by and among the Company, certain other borrowers, the lenders referred to therein, JPMorgan Chase Bank, N.A. as Administrative Agent, and Citibank, N.A., as Syndication Agent. BNP Paribas, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association acted as Documentation Agents. JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank, N.A., Mizuho Bank, Ltd. and Wells Fargo Securities, LLC acted as Joint Lead Arrangers and Joint Bookrunners for the Amended Long-Term Facility. Consistent with the Company’s prior credit agreement, the Amended Long-Term Facility ~~provides~~provided an aggregate borrowing capacity of $3.5 billion. The facility has a maturity date of May 3, 2027, unless earlier terminated.

The interest rate payable with respect to the Amended Long-Term Facility is based on the Company’s current debt rating, Term SOFR (Secured Overnight Financing Rate) +1.25% interest rate margin per annum (with a 0.10% SOFR spread adjustment) or the Alternate Base Rate +0.25% per annum, at the Company’s election.

The Amended Long-Term Facility contains customary covenants and warranties, such as, among other things, a rolling four quarter interest coverage ratio required to be greater than or equal to 3.0 ~~for~~as of the end of each fiscal quarter. The Amended Long-Term Facility also includes limitations on the Company’s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: (i) merge with other companies; (ii) create liens on its property; and (iii) incur debt at the subsidiary level. ~~The~~In May 2026, the Company ~~has~~entered ~~been~~into inan ~~compliance~~amendment ~~with~~to its Long-Term Credit Agreement which reduces the aggregate commitment from $3.50 billion to $2.25 billion. In addition, the amendment excludes the fiscal quarter ended March 31, 2026 from the interest coverage ratio ~~covenant~~requirement ~~under~~and requires the ~~Amended~~full ~~Long-Term~~refinancing ~~Facility~~of ~~for~~the ~~all~~facility ~~fiscal~~prior ~~quarters~~to ~~through~~July ~~September 30~~1, ~~2025~~2026.

~~At September~~In ~~30,~~addition ~~2025,~~to wethe ~~had~~committed $13.1 50 billion ~~outstanding~~(as ~~under~~of ~~the~~May 2026 $2.25 billion) Amended Long-Term Facility, ~~and~~we ~~$300 million~~have ~~outstanding~~committed ~~under~~credit ~~the~~facilities ~~Term~~in ~~Loan~~Brazil, ~~Agreement.~~as Weof ~~had~~March no31, ~~borrowings~~2026 ~~outstanding~~and ~~under~~December ~~the~~31, ~~Amended~~2025. ~~Long-Term~~These ~~Facility~~committed ~~and~~credit facilities provide borrowings up to approximately $~~1.5 billion~~192 ~~outstanding~~million ~~under~~at ~~the~~March ~~Term~~31, ~~Loan~~2026 ~~Agreement~~and $182 million at December 31, ~~2024~~2025, based on exchange rates then in effect. The committed credit facilities in Brazil have maturities through 2026 and 2027.

We ~~also~~had ~~have committed credit facilities in Brazil and India. These committed credit facilities provide borrowings up to approximately~~ $~~199~~ 290 million ~~at September 30, 2025~~ and $~~173~~ 250 million atdrawn ~~December 31, 2024, based~~ on ~~exchange~~the ~~rates then in effect, respectively. These~~ committed credit facilities ~~have maturities throughout 2025 to 2027. There were no amounts outstanding on these credit facilities~~ at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

Notes Payable

Notes payable, which consist of short-term borrowings payable to banks or commercial paper, are generally used to fund working capital requirements. The fair value of our notes payable approximates the carrying amount due to the short maturity of these obligations. The downgrade of our credit ratings to below investment grade has ~~partially~~ reduced access to and increased costs associated with accessing the commercial paper market.

The following table summarizes the carrying value of notes payable at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

Millions of dollars	~~September~~March 3031, ~~2025~~2026		December 31, ~~2024~~2025
Short-term borrowings due to banks	$	1,125	$	18
Commercial paper	$	—	$	80
Total notes payable	$	1,125	$	18
Short-term borrowings due to banks	312		271
Total notes payable	$	312	$	351

Short-term borrowings due to banks include the current portion of the outstanding amount under the Amended Long-Term Facility which is expected to be repaid within the next twelve months.

Transfers and Servicing of Financial Assets

In an effort to manage economic and geographic trade customer risk, from time to time, the Company will transfer, primarily without recourse, accounts receivable balances of certain customers to financial institutions resulting in a nominal impact recorded in interest and sundry (income) expense. These transactions are accounted for as sales of the receivables resulting in the receivables being de-recognized from the Consolidated Condensed Balance Sheets. These transfers do not require continuing involvement from the Company.

Certain arrangements include servicing of transferred receivables by Whirlpool. Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset were $~~153~~ 188 million as of ~~September~~March 3031, ~~2025~~2026 and $~~183~~233 million as of December 31, ~~2024~~2025. The amount of cash proceeds received under these arrangements was $~~412~~188 million and $~~391~~ 123 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

(6) COMMITMENTS AND CONTINGENCIES

OTHER MATTERS

BEFIEX Credits and Other Brazil Tax Matters

In previous years, our Brazilian operations earned tax credits under the Brazilian government's export incentive program (BEFIEX). These credits reduced Brazilian federal excise taxes on domestic sales.

Our Brazilian operations have received tax assessments for income and social contribution taxes associated with certain monetized BEFIEX credits. We do not believe BEFIEX credits are subject to income or social contribution taxes. We have not provided for income or social contribution taxes on these BEFIEX credits, and based on the opinions of tax and legal advisors, we have not accrued any amount related to these assessments at ~~September~~March 3031, ~~2025~~2026. The total amount of outstanding tax assessments received for income and social contribution taxes relating to the BEFIEX credits, including interest and penalties, is approximately 2.7 billion Brazilian reais (approximately $~~500~~525 million at ~~September~~March 3031, ~~2025~~2026).

Relying on existing Brazilian legal precedent, in 2003 and 2004, we recognized tax credits in an aggregate amount of $26 million, adjusted for currency, on the purchase of raw materials used in production ("IPI tax credits"). The Brazilian tax authority subsequently challenged the recording of IPI tax credits. No such credits have been recognized since 2004. In 2009, we entered into a Brazilian government program ("IPI Amnesty") which provided extended payment terms and reduced penalties and interest to encourage taxpayers to resolve this and certain other disputed tax credit amounts. As permitted by the program, we elected to settle certain debts through the use of other existing tax credits and recorded charges of approximately $34 million in 2009 associated with these matters. In July 2012, the Brazilian revenue authority notified us that a portion of our proposed settlement was rejected and we received tax assessments of ~~305~~312 million Brazilian reais (approximately $57 million at September 30, 2025), reflecting interest and penalties to date. The government's assessment in this case relies heavily on its arguments regarding taxability of BEFIEX credits for certain years, which we are disputing in one of the BEFIEX government assessment cases cited in the prior paragraph. On October 24, 2025, we received a negative decision at the Brazil Supreme Court in the IPI Amnesty case. We are evaluating the impact of the decision, which has yet to be published, and maintain the right to litigate against foreclosure of the largest portion of the tax amounts at issue, representing substantially all of the amounts at issue in the case. Based on the opinion of our tax and legal advisors, we have not accrued any amount related to the tax amounts at issue.

We have received tax assessments from the Brazilian federal tax authorities relating to amounts allegedly due regarding insurance taxes (PIS/COFINS) for tax credits recognized since 2007. These credits were recognized for inputs to certain manufacturing and other business processes. These assessments are being challenged at the administrative and judicial levels in Brazil. The total amount of outstanding tax assessments received for credits recognized for PIS/COFINS inputs is approximately 432 million Brazilian reais (approximately $81 million at September 30, 2025). Based on the opinion of our tax and legal advisors, we have not accrued any amount related to these assessments.

~~that~~(approximately ~~filed~~$60 ~~lawsuits~~million toat ~~challenge~~March ~~DIFAL~~31, ~~before~~2026), ~~December~~reflecting ~~2023.~~interest ~~The~~and ~~decision~~penalties ~~has yet~~ to bedate. ~~published~~The ~~and~~government's ~~the~~assessment ~~taxpayer~~in ~~can~~this ~~seek~~case ~~further~~relies ~~clarification~~heavily on ~~the~~its ~~decision.~~arguments Weregarding ~~are~~taxability ~~evaluating~~of ~~the~~BEFIEX ~~impact~~credits offor ~~the~~certain ~~decision~~years, aswhich ~~applied~~we toare ~~the~~disputing ~~specific~~in ~~facts~~one of ~~our~~the ~~pending~~BEFIEX ~~DIFAL~~government assessment cases cited in ~~various~~the ~~states~~prior ~~in Brazil~~paragraph. WeIn ~~have~~October ~~accrued~~2025, ~~amounts~~we ~~related~~received toa ~~DIFAL~~negative ~~levied~~decision inat ~~certain~~the ~~states~~Brazil Supreme Court in ~~Brazil,~~the ~~but~~IPI ~~have~~Amnesty ~~not~~case. ~~accrued~~We ~~amounts~~have ininitiated ~~certain~~litigation ~~others~~against ~~based~~foreclosure onof the ~~opinion~~largest portion of ~~our~~the tax ~~and legal advisors. Our total unreserved~~ amounts ~~related~~at toissue, ~~DIFAL-related~~representing ~~contingency~~substantially isall ~~approximately~~of ~~391 million~~the ~~Brazilian~~amounts ~~reais~~at ~~(approximately~~issue ~~$73 million~~in atthe ~~September~~IPI ~~30,~~Amnesty ~~2025)~~case.

We have received tax assessments from the Brazilian federal tax authorities relating to amounts allegedly due regarding insurance taxes (PIS/COFINS) for tax credits recognized since 2007. These credits were recognized for inputs to certain manufacturing and other business processes. These assessments are being challenged at the administrative and judicial levels in Brazil. The total amount of outstanding tax assessments received for credits recognized for PIS/COFINS inputs is approximately 445 million Brazilian reais (approximately $85 million at March 31, 2026). Based on the opinion of our tax and legal advisors, we have not accrued any amount related to these assessments.

We and other Brazil taxpayers have filed lawsuits in Brazil challenging DIFAL, an interstate tax equalization regime. In November 2023, in a leading (non-Whirlpool) case, the Brazil Supreme Court issued a decision upholding the constitutionality of DIFAL levied for the majority of 2022. While this lawsuit is still pending, on October 21, 2025, the Brazil Supreme Court issued a decision in a separate (non-Whirlpool) case, upholding the constitutionality of DIFAL levied on taxpayers, but partially mitigating the impact for those, like Whirlpool, that filed lawsuits to challenge DIFAL before December 2023. We continue to evaluate the impact of the decision as applied to the specific facts of our pending DIFAL cases in various states in Brazil. We have accrued amounts related to DIFAL levied in certain states in Brazil, but have not accrued amounts in certain others based on the opinion of our tax and legal advisors. Our total unreserved amounts related to DIFAL-related contingency is approximately 558 million Brazilian reais (approximately $107 million at March 31, 2026).

In the first quarter of 2026, we received a favorable final Brazil Supreme Court decision related to DIFAL payments made between 2016 and 2021, and recorded a gain of approximately $35 million, primarily in cost of products sold, related to credits that we expect to monetize in future periods.

In addition to the BEFIEX, IPI tax credit, PIS/COFINS inputs and DIFAL matters noted above, other assessments issued by the Brazilian tax authorities related to indirect and income tax matters, and other matters, are at various stages of review in numerous administrative and judicial proceedings. We are vigorously defending our positions related to BEFIEX credits and other Brazil Tax Matters. The amounts related to these assessments will continue to be increased by monetary adjustments at the Selic rate, which is the benchmark rate set by the Brazilian Central Bank. In accordance with our accounting policies, we routinely assess these matters and, when necessary, record our best estimate of a loss.

Litigation is inherently unpredictable and the conclusion of these matters may take many years to ultimately resolve. Amounts at issue in potential future litigation could increase as a result of interest and penalties in future periods. Accordingly, it is possible that an unfavorable outcome in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

Legacy EMEA Legal Matters

Competition Investigation

In 2013, the French Competition Authority ("FCA") commenced an investigation of appliance manufacturers and retailers in France, including Whirlpool and Indesit. The FCA investigation was split into two parts, and in December 2018, we finalized a settlement with the FCA on the first part of the investigation. The second part of the FCA investigation, focused primarily on manufacturer interactions with retailers, has concluded. The Company agreed to a preliminary settlement range with the FCA and recorded a charge of approximately $69 million in the first half of 2023.

On December 19, 2024, the FCA's college issued its final decision, setting the final fine amount at $75 million (based on exchange rates at December 31, 2024), with $46 million attributable to Whirlpool's France business and $29 million attributable to Indesit's France business. The Company paid Beko Europe approximately $57 million in the second quarter of 2025 to satisfy indemnification obligations related to this fine, with the remainder satisfied by cash provided in connection with transaction closing. Under the terms of a settlement with Indesit's former owners, the Company received approximately $11 million out of escrow from the former owners in the second quarter of 2025. A nominal amount was recorded in the second quarter related to the net impact of final amounts paid and received.

Latin America Tax Review

In the first quarter of 2023, we accrued an immaterial amount in our Consolidated Condensed Financial Statements related to prior-period Value Added Tax (VAT) remittances in our Latin America region. We have resolved certain aspects of this matter and the overall financial statement impact of such resolution has thus far been immaterial. We continue to review tax matters within the region for any potential additional impacts, if any; certain matters could have a material adverse effect on our financial statements in any particular reporting period.

Other Litigation

We are currently vigorously defending a number of other lawsuits related to the manufacture and sale of our products which include class action allegations, and may become involved in similar actions. These lawsuits allege claims which include negligence, breach of contract, breach of warranty, product liability and safety claims, false advertising, fraud, intellectual property infringement, and violation of federal and state regulations, including consumer protection laws. In general, we do not have insurance coverage for class action lawsuits. We are also involved in various other legal actions arising in the normal course of business, for which insurance coverage may or may not be available depending on the nature of the action. We dispute the merits of these suits and actions, and intend to vigorously defend them. Management believes, based upon its current knowledge, after taking into consideration legal counsel's evaluation of such suits and actions, and after taking into account current litigation accruals, that the outcome of these matters currently pending against Whirlpool should not have a material adverse effect, if any, on our financial statements.

Product Warranty Reserves

Product warranty reserves are included in other current and other noncurrent liabilities in our Consolidated Condensed Balance Sheets. The following table summarizes the changes in total product warranty reserves for the periods presented:

	Product Warranty
Millions of dollars	~~2025~~2026		~~2024~~2025
Balance at January 1	$	196	$	206
Balance at January 1(1)	$	151	$	196
Issuances/accruals during the period	~~165~~60		~~159~~61
Settlements made during the period/other	(~~163~~64)		(~~167~~60)
Balance at September 30	198		198
Balance at March 31	147		197
Current portion	~~135~~127		~~139~~135
Non-current portion	6320		5962
Total	$	~~198~~147	$	~~198~~197

(1) In Q4 2025, the product warranty reserve, and subsequent movements of the reserve, of our Whirlpool India business have been deconsolidated.

In the normal course of business, we engage in investigations of potential quality and safety issues. As part of our ongoing effort to deliver quality products to consumers, we are currently investigating certain potential quality and safety issues globally. As necessary, we undertake to effect repair or replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted.

Guarantees

We have guarantee arrangements in a Brazilian subsidiary. For certain creditworthy customers, the subsidiary guarantees customer lines of credit at commercial banks to support purchases following its normal credit policies. If a customer were to default on its line of credit with the bank, our subsidiary would be required to assume the line of credit and satisfy the obligation with the bank. At September 30, 2025 and December 31, 2024, the guaranteed amounts totaled 1,898 million Brazilian reais (approximately $357 million at September 30, 2025) and 981 million Brazilian reais (approximately $159 million at December 31, 2024), respectively. The fair value of these guarantees were nominal at September 30, 2025 and December 31, 2024. Our subsidiary insures against a significant portion of this credit risk for these guarantees, under normal operating conditions, through policies purchased from high-quality underwriters.

We provide guarantees of indebtedness and lines of credit for various consolidated subsidiaries. The maximum contractual amount of indebtedness and lines of credit available under these lines for consolidated subsidiaries totaled approximately $3.3 billion at September 30, 2025 and $1.9 billion at December 31, 2024, respectively. During the third quarter of 2025 we converted certain comfort letters to guarantees. Our total short-term outstanding bank indebtedness under guarantees was $25 million and $12 million at September 30, 2025 and December 31, 2024, respectively.

Guarantees

We have guarantee arrangements in a Brazilian subsidiary. For certain creditworthy customers, the subsidiary guarantees customer lines of credit at commercial banks to support purchases following its normal credit policies. If a customer were to default on its line of credit with the bank, our subsidiary would be required to assume the line of credit and satisfy the obligation with the bank. At March 31, 2026 and December 31, 2025, the guaranteed amounts totaled 2.0 billion Brazilian reais (approximately $377 million at March 31, 2026) and 2.1 billion Brazilian reais (approximately $380 million at December 31, 2025), respectively. The fair value of these guarantees were nominal at March 31, 2026 and December 31, 2025. Our subsidiary insures against a significant portion of this credit risk for these guarantees, under normal operating conditions, through policies purchased from high-quality underwriters.

We provide guarantees of indebtedness and lines of credit for various consolidated subsidiaries. The maximum contractual amount of indebtedness and lines of credit available under these lines for consolidated subsidiaries totaled approximately $3.3 billion at March 31, 2026 and $3.3 billion at December 31, 2025, respectively. Our total short-term outstanding bank indebtedness under guarantees was $21 million and $21 million at March 31, 2026 and December 31, 2025, respectively.

(7) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following table summarizes the components of net periodic pension cost and the cost of other postretirement benefits for the periods presented:

	Three Months Ended September 30,
	Three Months Ended March 31,
	United StatesPension Benefits				ForeignPension Benefits				Other PostretirementBenefits
Millions of dollars	~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025
Service cost	$	—1	$	1	$	—	$	1—	$	—	$	—
Interest cost	2422		2524		1		1		2		2
Expected return on plan assets	(3027)		(3730)		—		~~(1)~~—		—		—
Amortization:
Actuarial loss	1012		10		—		—		—		—
Prior service credit	—		—		—		—		(1)		(1)
Settlement and curtailment (gain) loss	—		—		—		—(2)		—		—
Net periodic benefit cost (credit)	$	48	$	~~(1)~~5	$	1	$	(1)	$	1	$	1

	Nine Months Ended September 30,
	United StatesPension Benefits				ForeignPension Benefits				Other PostretirementBenefits
Millions of dollars	2025		2024		2025		2024		2025		2024
Service cost	$	1	$	2	$	1	$	2	$	—	$	—
Interest cost	73		76		3		9		5		5
Expected return on plan assets	(89)		(110)		(1)		(7)		—		—
Amortization:
Actuarial loss	30		30		1		1		—		—
Prior service credit	—		—		—		—		(2)		(1)
Settlement and curtailment (gain) loss	—		—		(2)		—		—		—
Net periodic benefit cost (credit)	$	15	$	(2)	$	2	$	5	$	3	$	4

The following table summarizes the net periodic cost recognized in operating profit and interest and sundry (income) expense for the periods presented:

	Three Months Ended September 30,
	Three Months Ended March 31,
	United StatesPension Benefits				ForeignPension Benefits				Other PostretirementBenefits
Millions of dollars	~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025
Operating (profit) loss	$	—1	$	1	$	—	$	1—	$	—	$	—
Interest and sundry (income) expense	47		~~(2)~~4		1		—(1)		1		1
Net periodic benefit cost	$	4	$	(1)	$	1	$	1	$	1	$	1
Net periodic benefit cost (credit)	$	8	$	5	$	1	$	(1)	$	1	$	1

	Nine Months Ended September 30,
	United StatesPension Benefits				ForeignPension Benefits				Other PostretirementBenefits
Millions of dollars	2025		2024		2025		2024		2025		2024
Operating (profit) loss	$	1	$	2	$	1	$	2	$	—	$	—
Interest and sundry (income) expense	14		(4)		1		3		3		4
Net periodic benefit cost (credit)	$	15	$	(2)	$	2	$	5	$	3	$	4

401(k) Defined Contribution Plan

Beginning in March 2024, the Company matching contributions for our 401(k) defined contribution plan, equal to up to 7% of participants' eligible compensation, covering substantially all U.S. employees, are contributed in company stock. The contributions were $2019 million ~~and $61 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025, respectively~~2026. The contributions are presented in share based compensation and other on the Consolidated Condensed Statements of Cash Flows.

(8) HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS

Derivative instruments are accounted for at fair value based on market rates. Derivatives where we elect hedge accounting are designated as either cash flow, fair value or net investment hedges. Derivatives that are not accounted for based on hedge accounting are marked to market through earnings. If the designated cash flow hedges are highly effective, the gains and losses are recorded in other comprehensive income (loss) and subsequently reclassified to earnings to offset the impact of the hedged items when they occur. In the event it becomes probable the forecasted transaction to which a cash flow hedge relates will not occur, the derivative would be terminated and the amount in accumulated other comprehensive income (loss) would be recognized in earnings. The fair value of the hedge asset or liability is presented in either other current assets / liabilities or other noncurrent assets / liabilities on the Consolidated Condensed Balance Sheets and in other within cash provided by (used in) operating activities in the Consolidated Condensed Statements of Cash Flows.

Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss we could incur if a counterparty were to default on a derivative contract. We generally deal with investment grade counterparties and monitor the overall credit risk and exposure to individual counterparties. We do not anticipate nonperformance by any counterparties. The amount of counterparty credit exposure is limited to the unrealized gains, if any, on such derivative contracts. We do not require nor do we post collateral on such contracts.

Hedging Strategy

In the normal course of business, we manage risks relating to our ongoing business operations including those arising from changes in commodity prices, foreign exchange rates and interest rates. Fluctuations in these rates and prices can affect our operating results and financial condition. We use a variety of strategies, including the use of derivative instruments, to manage these risks. We do not enter into derivative financial instruments for trading or speculative purposes.

Commodity Price Risk

We enter into commodity derivative contracts on various commodities to manage the price risk associated with forecasted purchases of materials used in our manufacturing process. The objective of these hedges is to reduce the variability of cash flows associated with the forecasted purchases of commodities.

Foreign Currency and Interest Rate Risk

We incur expenses associated with the procurement and production of products in a limited number of countries, while we sell in the local currencies of a large number of countries. Our primary foreign currency exchange exposures result from cross-currency sales of products. As a result, we enter into foreign exchange contracts to hedge certain firm commitments and forecasted transactions to acquire products and services that are denominated in foreign currencies. We enter into certain undesignated non-functional currency asset and liability hedges that relate primarily to short-term payables, receivables, intercompany loans and dividends. When we hedge a foreign currency denominated payable or receivable with a derivative, the effect of changes in the foreign exchange rates are reflected currently in interest and sundry (income) expense for both the payable/receivable and the derivative. Therefore, as a result of the economic hedge, we do not elect hedge accounting.

We also enter into hedges to mitigate currency risk primarily related to forecasted foreign currency denominated expenditures, intercompany financing agreements and royalty agreements and designate them as cash flow hedges. Gains and losses on derivatives designated as cash flow hedges, to the extent they are included in the assessment of effectiveness, are recorded in other comprehensive income (loss) and subsequently reclassified to earnings to offset the impact of the hedged items when they occur.

We may enter into cross-currency interest rate swaps to manage our exposure relating to cross-currency debt. Outstanding notional amounts of cross-currency interest rate swap agreements were $618 million at March 31, 2026 and December 31, 2025, respectively.

We may enter into ~~cross-currency~~ interest rate ~~swaps~~swap agreements to manage interest rate risk exposure. Our interest rate swap agreements, if any, effectively modify our exposure ~~relating~~to interest rate risk, primarily through converting certain floating rate debt to ~~cross-currency~~a fixed rate basis, and certain fixed rate debt to a floating rate basis. ~~Outstanding~~These ~~notional~~agreements ~~amounts~~involve either the receipt or payment of ~~cross-currency~~floating ~~interest~~rate amounts in exchange for fixed rate interest payments or receipts, respectively, over the life of the agreements without an exchange of the underlying principal amounts. We may enter into swap rate lock agreements to effectively reduce our exposure to interest rate risk by locking in interest rates on probable long-term debt issuances. There were ~~$618~~no ~~million~~outstanding notional amounts of interest rate swap agreements at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024, respectively~~2025.

We may enter into ~~interest~~instruments ~~rate~~that ~~swap~~are ~~agreements~~designated toand ~~manage~~qualify ~~interest~~as ~~rate~~a ~~risk~~net ~~exposure.~~investment ~~Our~~hedge ~~interest~~to ~~rate~~manage ~~swap~~our ~~agreements,~~exposure ifrelated ~~any,~~to ~~effectively~~foreign ~~modify~~currency ~~our~~denominated ~~exposure~~investments. toThe ~~interest~~effective ~~rate~~portion ~~risk,~~of ~~primarily~~the ~~through~~instruments' ~~converting~~gain ~~certain~~or ~~floating~~loss ~~rate~~is ~~debt~~reported toas a ~~fixed~~component ~~rate~~of ~~basis,~~other ~~and~~comprehensive ~~certain~~income ~~fixed~~(loss) ~~rate~~and ~~debt~~recorded toin aaccumulated ~~floating~~other ~~rate~~comprehensive ~~basis~~loss. ~~These~~The ~~agreements~~gain ~~involve~~or ~~either~~loss ~~the~~will ~~receipt~~be orsubsequently ~~payment~~reclassified ofinto ~~floating~~net ~~rate~~earnings ~~amounts~~when inthe ~~exchange~~underlying ~~for~~net ~~fixed~~investment ~~rate~~is ~~interest~~either ~~payments~~sold or ~~receipts,~~substantially ~~respectively,~~liquidated. ~~over~~The ~~the~~remaining ~~life~~change ofin ~~the~~fair ~~agreements~~value ~~without an exchange~~ of the ~~underlying~~hedge ~~principal~~instruments ~~amounts.~~represents Wethe ~~may~~ineffective ~~enter~~portion, ~~into~~which ~~swap~~is ~~rate~~immediately ~~lock~~recognized ~~agreements~~in ~~to effectively reduce our exposure to~~ interest ~~rate~~and ~~risk~~sundry by(income) ~~locking~~expense inon ~~interest~~our ~~rates~~Consolidated onCondensed ~~probable~~Statements ~~long-term~~of ~~debt~~Comprehensive ~~issuances~~Income (Loss). There were no outstanding notional amounts of ~~interest~~net ~~rate~~investment ~~swap~~hedges ~~agreements~~as atof ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025.

WeThe ~~may~~following ~~enter~~table ~~into~~summarizes ~~instruments that are designated and qualify as a net investment hedge to manage~~ our ~~exposure~~outstanding ~~related~~derivative tocontracts ~~foreign currency denominated investments. The effective portion of the instruments' gain or loss is reported as a component of other comprehensive income (loss)~~ and ~~recorded~~their ineffects accumulated other comprehensive loss. The gain or loss will be subsequently reclassified into net earnings when the underlying net investment is either sold or substantially liquidated. The remaining change in ~~fair value of the hedge instruments represents the ineffective portion, which is immediately recognized in interest and sundry (income) expense on~~ our Consolidated Condensed ~~Statements~~Balance ofSheets ~~Comprehensive~~at ~~Income~~March ~~(Loss). There were no outstanding notional amounts of net investment hedges as of September 30~~31, ~~2025~~2026 and December 31, ~~2024~~2025.

The following table summarizes our outstanding derivative contracts and their effects in our Consolidated Condensed Balance Sheets at September 30, 2025 and December 31, 2024.


					Fair Value of
	Notional Amount				Hedge Assets				Hedge Liabilities					Maximum Term (Months)
Millions of dollars	2026		2025		2026		2025		2026		2025			2026	2025
Derivatives accounted for as hedges(1)
Commodity swaps/options	$	227	$	247	$	53	$	27	$	1	$	6	(CF)	24	24
Foreign exchange forwards/options	670		675		7		3		25		25		(CF/NI)	15	15
Cross-currency swaps	618		618		4		4		93		107		(CF)	35	38

Total derivatives accounted for as hedges					$	64	$	34	$	119	$	138
Derivatives not accounted for as hedges

Foreign exchange forwards/options(2)	1,339		1,266		17		2		3		8		N/A	4	7
Total derivatives not accounted for as hedges					17		2		3		8
Total derivatives					$	82	$	36	$	122	$	146

Current					$	72	$	28	$	28	$	38
Noncurrent					10		8		94		108
Total derivatives					$	82	$	36	$	122	$	146

					Fair Value of
	Notional Amount				Hedge Assets				Hedge Liabilities					Maximum Term (Months)
Millions of dollars	2025		2024		2025		2024		2025		2024			2025	2024
Derivatives accounted for as hedges(1)
Commodity swaps/options	$	333	$	204	$	22	$	5	$	9	$	9	(CF)	27	24
Foreign exchange forwards/options	710		967		4		52		35		2		(CF/NI)	15	15
Cross-currency swaps(2)	618		618		4		6		117		47		(CF)	41	50
Total derivatives accounted for as hedges					$	30	$	63	$	161	$	58
Derivatives not accounted for as hedges
Foreign exchange forwards/options(3)	1,114		473		3		5		6		1		N/A	10	12
Total derivatives not accounted for as hedges					3		5		6		1
Total derivatives					$	33	$	68	$	167	$	59
Current					$	25	$	65	$	49	$	11
Noncurrent					8		3		118		48
Total derivatives					$	33	$	68	$	167	$	59

(1)Derivatives accounted for as hedges are considered cash flow (CF) hedges.

(2)Change in ~~cross-currency~~foreign ~~swaps~~exchange forwards/options is primarily driven by ~~the~~proactive ~~currency~~actions ~~change~~taken into ~~the~~manage ~~Euro~~our ~~year~~short-~~over-year~~term currency risk.

(3)Change in foreign exchange forwards/options is primarily driven by proactive actions taken to manage our short-term currency risk.

The following tables summarize the effects of derivative instruments on our Consolidated Condensed Statements of Comprehensive Income (Loss) for the periods presented:

		Three Months Ended September 30,
		Three Months Ended March 31,
		Gain (Loss)Recognized in OCI(Effective Portion ) (4)(6)
		Gain (Loss)Recognized in OCI(Effective Portion) (3)(5)
Millions of dollars		~~2025~~2026		~~2024~~2025
Cash flow hedges
Commodity swaps/options		$	841	$	~~(4)~~5
Foreign exchange forwards/options(7)		(3)		(10)
Foreign exchange forwards/options(6)		(11)		(25)
Cross-currency swaps(7)		7		(23)
Cross-currency swaps(6)		15		(17)
		$	1245	$	(37)
		Three Months Ended September 30,
		Three Months Ended March 31,
	Location of Gain (Loss) Reclassified fromOCI into Earnings(Effective Portion)	Gain (Loss) Reclassified fromOCI into Earnings(Effective Portion)(54)(65)
Cash Flow Hedges - Millions of dollars		~~2025~~2026		~~2024~~2025
Commodity swaps/options	Cost of products sold	$	27	$	—1
Foreign exchange forwards/options	Net sales	—3		—
Foreign exchange forwards/options	Cost of products sold	(515)		45
Foreign exchange forwards/options	Interest and sundry (income) expense	—(3)		39
Cross-currency swaps(7)	Interest and sundry (income) expense	4		(25)
Cross-currency swaps(6)	Interest and sundry (income) expense	13		(28)
		$	1	$	(18)
Interest rate derivatives(7)	Interest and sundry (income) expense	—		30
		Three Months Ended September 30,
		$	5	$	17
		Three Months Ended March 31,
	Location of Gain (Loss) Recognized on Derivatives notAccounted for as Hedges	Gain (Loss) Recognized on Derivatives notAccounted for as Hedges
Derivatives not Accounted for as Hedges - Millions of dollars		~~2025~~2026		~~2024~~2025
Foreign exchange forwards/options	Interest and sundry (income) expense	$	(21)	$	—(11)

(43)Change in gain (loss) recognized in OCI (effective portion) for the three months ended ~~September~~March 3031, ~~2025~~2026 is primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.

(54)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the three months ended ~~September~~March 3031, ~~2025~~2026 was primarily driven by fluctuations in currency, commodity prices and interest rates.

(65)The tax impact of the cash flow hedges was $(19) million and $616 million for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

(76)Change in foreign exchange forwards/options and cross-currency swaps is primarily driven by the currency change in the Euro year-over-year.

(7)The OCI release on the interest rate derivative was driven by an assessment in the period which determined that the forecasted debt transaction was determined to be not probable of occurring.

For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income) expense was nominal for the periods ended March 31, 2026 and 2025. There were no hedges designated as fair value for the periods ended March 31, 2026 and 2025. The net amount of unrealized gain or loss on derivative instruments included in accumulated OCI related to contracts maturing and expected to be realized during the next twelve months is a gain of $26 million at March 31, 2026.

		Nine Months Ended September 30,
		Gain (Loss)Recognized in OCI(Effective Portion) (8)(10)
Millions of dollars		2025		2024
Cash flow hedges
Commodity swaps/options		$	12	$	14
Foreign exchange forwards/options(11)		(75)		34
Cross-currency swaps(11)		(70)		(1)
		$	(133)	$	47
		Nine Months Ended September 30,
	Location of Gain (Loss) Reclassified fromOCI into Earnings(Effective Portion)	Gain (Loss) Reclassified fromOCI into Earnings(Effective Portion)(9)(10)
Cash Flow Hedges - Millions of dollars		2025		2024
Commodity swaps/options	Cost of products sold	$	—	$	—
Foreign exchange forwards/options	Net sales	—		2
Foreign exchange forwards/options	Cost of products sold	3		(12)
Foreign exchange forwards/options	Interest and sundry (income) expense	13		6
Cross-currency swaps(11)	Interest and sundry (income) expense	(83)		(3)
Interest rate derivatives(12)	Interest and sundry (income) expense	30		—
		$	(37)	$	(7)
		Nine Months Ended September 30,
	Location of Gain (Loss) Recognized on Derivatives notAccounted for as Hedges	Gain (Loss) Recognized on Derivatives notAccounted for as Hedges
Derivatives not Accounted for as Hedges - Millions of dollars		2025		2024
Foreign exchange forwards/options	Interest and sundry (income) expense	$	(38)	$	8

(8)Change in gain (loss) recognized in OCI (effective portion) for the nine months ended September 30, 2025 is primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.

(9)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the nine months ended September 30, 2025 was primarily driven by fluctuations in currency, commodity prices and interest rates.

(10)The tax impact of the cash flow hedges was $30 million and $(17) million for the nine months ended September 30, 2025 and 2024, respectively.

(11)Change in foreign exchange forwards/options and cross-currency swaps is primarily driven by the currency change in the Euro year-over-year.

(12)The OCI release on the interest rate derivative was driven by an assessment in the period which determined that the forecasted debt transaction was determined to be not probable of occurring.

For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income) expense was nominal for the periods ended September 30, 2025 and 2024. There were no hedges designated as fair value for the periods ended September 30, 2025 and 2024. The net amount of unrealized gain or loss on derivative instruments included in accumulated OCI related to contracts maturing and expected to be realized during the next twelve months is a gain of $25 million at September 30, 2025.

(9) FAIR VALUE MEASUREMENTS

Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

22The following table summarizes the valuation of our assets and liabilities measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025:

observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.


					Fair Value
Millions of dollars	Total Cost Basis				Level 1				Level 2				Total
Measured at fair value on a recurring basis:	2026		2025		2026		2025		2026		2025			2026		2025
Short-term investments (1)	$	375	$	441	$	364	$	435	$	11	$	6		$	375	$	441
Net derivative contracts	—		—		—		—		(41)		(111)			(41)		(111)

The following table summarizes the valuation of our assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024:

					Fair Value
Millions of dollars	Total Cost Basis				Level 1				Level 2				Total
Measured at fair value on a recurring basis:	2025		2024		2025		2024		2025		2024			2025		2024
Short-term investments (1)	$	716	$	1,000	$	421	$	705	$	295	$	295		$	716	$	1,000
Net derivative contracts	—		—		—		—		(133)		8			(133)		8

(1)Short-term investments are primarily comprised of money market funds and highly liquid, low risk investments with initial maturities less than 90 days.

The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period.

~~European~~Whirlpool ~~Major~~India ~~Domestic~~share ~~Appliance~~sale ~~Business~~

~~During~~On ~~2024~~November 27, ~~the~~2025, ~~fair value of~~ the ~~European~~Company's ~~major~~wholly-owned ~~domestic~~subsidiary, ~~appliance~~Whirlpool ~~disposal~~Mauritius ~~group~~Limited ~~was~~("Seller"), ~~updated~~executed ~~based~~the onsale ~~working~~of ~~capital~~14.3 million ~~adjustments,~~equity ~~cash~~shares ~~flow~~of ~~assumptions,~~Whirlpool ~~and~~India ~~changes~~via ina ~~discount~~market ~~rates (Level 3 inputs)~~transaction. ~~Subsequent~~The ~~to closing of the~~ transaction, ~~the~~reduced ~~Company~~Seller's ~~holds~~ownership anof ~~equity~~Whirlpool ~~interest~~India offrom 2551% into ~~Beko~~approximately 40%. The fair value of the retained investment in ~~Beko~~Whirlpool India at the date of deconsolidation was calculated based on athe ~~discounted~~Whirlpool ~~cash~~India ~~flow~~stock ~~analysis~~price (Level 1 input), the portion of interest retained and ~~multiple~~the ~~market~~shares ~~data~~outstanding, ~~points~~resulting ~~(Level~~in 3a ~~input).~~fair value of $599 million.

For additional information see Note 14 to the Consolidated Condensed Financial Statements.

Other Fair Value Measurements

The fair value of long-term debt (including current maturities) was $65.15 billion and $65.27 billion at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively, and was estimated using discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).

2322

(10) STOCKHOLDERS' EQUITY

The following table summarizes the changes in stockholders' equity for the periods presented:

			Whirlpool Stockholders' Equity
	Total		RetainedEarnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock / Additional Paid-In-Capital		CommonStock		~~Non-Controlling~~Mandatory ~~Interest~~Convertible Preferred Stock		Non-Controlling Interest
Balances, December 31, 2024	$	2,933	$	1,311	$	(1,545)	$	2,853	$	64	$	250
Balances, December 31, 2025	$	2,715	$	1,330	$	(1,624)	$	2,955	$	65	$	—	$	(11)
Comprehensive income (loss)
Net earnings (loss)	79(82)		71(82)		—		—		—		7—		—
Other comprehensive income (loss)	~~(112)~~99		—		~~(112)~~99		—		—		—		—
Comprehensive income (loss)	~~(34)~~17		71(82)		~~(112)~~99		—		—		7—		—
Stock issued (repurchased)	27		—		—		26		1		—
Stock issued (repurchased)(1)	1,102		—		—		1,093		8		1		—
Dividends declared	(97)		(97)		—		—		—		—
Dividends accumulated on Mandatory convertible preferred stock	(4)		(4)		—		—		—		—		—
Balances, March 31, 2025	$	2,829	$	1,285	$	(1,657)	$	2,879	$	65	$	257
Dividends declared on common stock	(58)		(58)		—		—		—		—		—
Comprehensive income (loss)
Balances, March 31, 2026	$	3,772	$	1,187	$	(1,525)	$	4,048	$	73	$	1	$	(11)
Net earnings (loss)	75		65		—		—		—		9
Other comprehensive income	(247)		—		(247)		—		—		—
Comprehensive income (loss)	(173)		65		(247)		—		—		9
Stock issued (repurchased)	26		—		—		26		—		—
Dividends declared	(99)		(97)		—		—		—		(2)
Balances, June 30, 2025	$	2,583	$	1,253	$	(1,904)	$	2,905	$	65	$	264
Comprehensive income
Net earnings (loss)	76		73		—		—		—		3
Other comprehensive income	16		—		16		—		—		—
Comprehensive income	92		73		16		—		—		3
Stock issued (repurchased)	27		—		—		27		—		—
Dividends declared	(58)		(54)		—		—		—		(4)
Balances, September 30, 2025	$	2,644	$	1,272	$	(1,888)	$	2,932	$	65	$	263

24(1)Primarily consists of stock issuance which occurred on February 27, 2026, which included common stock as well as Mandatory Convertible Preferred Stock.

			Whirlpool Stockholders' Equity
	Total		RetainedEarnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock / Additional Paid-In-Capital		CommonStock		Non-Controlling Interest
Balances, December 31, 2023	$	2,537	$	8,358	$	(2,178)	$	(3,932)	$	114	$	175
Balances, December 31, 2024	$	2,933	$	1,311	$	(1,545)	$	2,853	$	64	$	250
Comprehensive income (loss)
Net earnings (loss)	~~(253)~~79		~~(259)~~71		—		—		—		67
Other comprehensive income	3(112)		—		3(112)		—		—		—
Comprehensive income (loss)	(~~250~~34)		~~(259)~~71		3(112)		—		—		67
Stock issued (repurchased)	~~(45)~~27		—		—		~~(45)~~26		—1		—
Sale of minority interest in subsidiary	462		—		18		370		—		74
Dividends declared	(97)		(97)		—		—		—		—
Dividends declared	(94)		(95)		—		—		—		1
Balances, March 31, 2025	$	2,829	$	1,285	$	(1,657)	$	2,879	$	65	$	257
Balances, March 31, 2024	$	2,610	$	8,004	$	(2,157)	$	(3,607)	$	114	$	256
Comprehensive income (loss)
Net earnings (loss)	225		219		—		—		—		6
Other comprehensive income	17		—		17		—		—		—
Comprehensive income (loss)	242		219		17		—		—		6
Stock issued (repurchased)	26		—		—		25		1		—
Dividends declared	(96)		(96)		—		—		—		—
Divestitures (1)	577		—		577		—		—		—
Balances, June 30, 2024	$	3,359	$	8,127	$	(1,563)	$	(3,582)	$	115	$	262
Comprehensive income
Net earnings	114		109		—		—		—		5
Other comprehensive income	(89)		—		(89)		—		—		—
Comprehensive income	25		109		(89)		—		—		5
Stock issued (repurchased)	26		—		—		26		—		—
Purchase of interest in subsidiary	(19)		—		—		(5)		—		(14)
Dividends declared	(98)		(96)		—		—		—		(2)
Balances, September 30, 2024	$	3,293	$	8,140	$	(1,652)	$	(3,561)	$	115	$	251

(1) Other comprehensive loss of $440 million related to currency translation and $137 million related to pension has been deconsolidated from accumulated other comprehensive income (loss) as part of deconsolidation of European major appliance business as of April 1, 2024. These amounts have been included in the loss on disposal as disclosed in Note 14.23

Other Comprehensive Income (Loss)

The following table summarizes our other comprehensive income (loss) and related tax effects for the periods presented:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025						2024
	2026						2025
Millions of dollars	Pre-tax		Tax Effect		Net		Pre-tax		Tax Effect		Net
Currency translation adjustments	$	~~(1)~~61	$	—	$	~~(1)~~61	$	(8482)	$	—	$	(8482)
Cash flow hedges	1040		—(9)		1031		(2153)		616		(1537)
Pension and other postretirement benefits plans	1011		(3)		78		119		(12)		107
Other comprehensive income (loss)	19111		(313)		1699		(94126)		514		(89112)
Less: Other comprehensive income (loss) available to noncontrolling interests	—		—		—		—		—		—
Other comprehensive income (loss) available to Whirlpool	$	19111	$	(313)	$	1699	$	(94126)	$	514	$	(89112)

25Mandatory Convertible Preferred Stock

	Nine Months Ended September 30,
	2025						2024
Millions of dollars	Pre-tax		Tax Effect		Net		Pre-tax		Tax Effect		Net
Currency translation adjustments	$	(300)	$	—	$	(300)	$	(135)	$	—	$	(135)
Cash flow hedges	(94)		32		(62)		55		(17)		38
Pension and other postretirement benefits plans	29		(8)		21		32		(4)		28
Other comprehensive income (loss)	(366)		23		(343)		(48)		(21)		(69)
Less: Other comprehensive income (loss) available to noncontrolling interests	—		—		—		—		—		—
Other comprehensive income (loss) available to Whirlpool	$	(366)	$	23	$	(343)	$	(48)	$	(21)	$	(69)

On February 27, 2026, we issued 11,500,000 depositary shares (“Depositary Share”), each of which represents a 1/20th interest in a share of our 8.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”). The Mandatory Convertible Preferred Stock has a $1,000 per share liquidation preference and $1.00 per share par value. As a result of the transaction, we received cash proceeds of approximately $557 million, net of underwriting fees and other issuance costs.

Dividends

Dividends are cumulative at an annual rate of 8.50% on the liquidation preference of $1,000 per share of Mandatory Convertible Preferred Stock and may be paid in cash, shares of our common stock or a combination of cash and shares of our common stock. Dividends that are declared will be payable on February 15, May 15, August 15 and November 15 to holders of record on the February 1, May 1, August 1, and November 1 immediately preceding the relevant dividend payment date.

Mandatory Conversion

The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:


Applicable Market Value of Common Stock			Conversion Rate per Share of Mandatory Convertible Preferred Stock
Greater than $81.0767 (the "Threshold Appreciation Price")			12.3340 shares of common stock
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price			Between 12.3340 and 14.4920 shares of common stock, determined by dividing $1,000 by the applicable market value
Less than $69.0036 (the "Initial Price")			14.4920 shares of common stock

Unless earlier converted, each share of Mandatory Convertible Preferred Stock will automatically convert on February 15, 2029, into between 12.3340 shares and 14.4920 shares of our common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments described in the certificate of designations related to our Mandatory Convertible Preferred Stock (Certificate of Designations). The applicable market value of our common stock will be determined based on the average volume-weighted average price per share of the common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to February 15, 2029.

If a fundamental change, as defined in the Certificate of Designations, occurs on or prior to February 15, 2029, then holders of Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares into shares of our common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.

Other than during a fundamental change conversion period, at any time prior to February 15, 2029, holders of Mandatory Convertible Preferred Stock may elect to convert all or any portion of their shares at a conversion rate of 12.3340 shares of common stock per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution and other adjustments as described in the Certificate of Designations.

Ranking

The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, senior to the Company’s common stock and each other class or series of capital stock, whether outstanding or established after the date of issuance of the Mandatory Convertible Preferred Stock that do not specifically state they are senior to the Mandatory Convertible Preferred Stock and junior to any existing and future indebtedness.

Voting Rights

Holders of Mandatory Convertible Preferred Stock will not have voting rights, except as specifically required by Delaware law or our certificate of incorporation.

Common Stock

On February 27, 2026, we issued 7,898,550 shares of our common stock in an underwritten public offering at an offering price of $69 per share. The common stock has a $1.00 per share par value. As a result of the transaction, we received cash proceeds of approximately $524 million, net of underwriting fees and other issuance costs.

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

The following table provides the reclassification adjustments out of accumulated other comprehensive income (loss), by component, which was included in net earnings for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026:

	Three Months Ended		~~Nine Months Ended~~
Millions of dollars	(Gain) Loss Reclassified		~~(Gain) Loss Reclassified~~		Classification in Earnings
Pension and postretirement benefits, pre-tax	$	1011	$	27	Interest and sundry (income) expense
Total	$	1011	$	27

Net earnings (loss) per Share

Basic net earnings (loss) per share is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings (loss) per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using both the treasury stock and if-converted methods. The if-converted method is used to determine if the impact of conversion of the MCPS into ordinary shares is more dilutive than the MCPS dividends to net income (loss) per share. If so, the MCPS are assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the MCPS dividends are added back to the numerator. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the three months ended March 31, 2026, the impact of the MCPS calculated under the if-converted method was anti-dilutive, and as such 3.0 million ordinary shares underlying the MCPS were excluded from the diluted net loss per share calculation.

Diluted net earnings (loss) per share of common stock include the dilutive effect of stock options and other share-based compensation plans. Basic and diluted net earnings (loss) per share of common stock for the periods presented were calculated as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
Millions of dollars and shares	~~2025~~		~~2024~~		~~2025~~2026		~~2024~~2025
Numerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool	$	73	$	109	$	210	$	69
Numerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool common shareholders					$	(85)	$	71
Denominator for basic earnings per share - weighted-average shares	~~56.1~~		~~55.2~~		5559.96		55.06
Effect of dilutive securities - share-based compensation	~~0.4~~		—		~~0.2~~—		—0.2
Denominator for diluted earnings per share - adjusted weighted-average shares	~~56.5~~		~~55.2~~		5659.16		55.08
Anti-dilutive stock options/awards excluded from earnings per share	~~1.2~~		~~1.3~~		1.23		1.42

Share Repurchase Program

On April 19, 2021, our Board of Directors authorized a share repurchase program of up to $2 billion, which has no expiration date. On February 14, 2022, the Board of Directors authorized an additional $2 billion in share repurchases under the Company's ongoing share repurchase program. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we did not repurchase any shares under the share repurchase program. At ~~September~~March 3031, ~~2025~~2026, there were approximately $2.5 billion in remaining funds authorized under this program.

Share repurchases are made from time to time on the open market as conditions warrant. The program does not obligate us to repurchase any of our shares and has no expiration date.

(11) RESTRUCTURING CHARGES

We periodically take action to improve operating efficiencies, typically in connection with business acquisitions or changes in the economic environment. Our footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in the following plans.:

In March ~~2024~~2026, the Company committed to workforce reduction plans and multi-region footprint optimization plans in the United States and globally, in an effort to reduce complexity and simplify our ~~organizational model after the European major domestic appliance transaction~~organization. The ~~workforce~~plan ~~reduction~~includes ~~plans included involuntary~~ severance ~~actions~~and asimpairment ~~of the end of the first quarter of 2024~~charges. Total costs for these actions were $2132 million, of which we incurred $1412 million in employee termination costs, $18 million in asset impairments, and $72 million in other associated costs. The majority of these ~~expenses~~non-cash ~~were~~charges ~~paid~~and cash settlements will occur in ~~2024~~2026.

~~During~~In the ~~second~~fourth quarter of ~~2024~~2025, the Company ~~evaluated~~committed ~~additional~~to ~~restructuring~~a ~~actions~~multi-region footprint optimization plan as part of ~~the~~an ~~Company's~~effort ~~organizational~~to ~~simplification~~reduce ~~efforts~~complexity. The plan includes severance and impairment charges. Total costs for these actions were $5043 million, ~~primarily~~of which we incurred $7 million in employee termination costs, ~~which~~and ~~were~~$36 million ~~incurred~~in ~~within~~asset ~~the~~impairments. ~~second~~The ~~quarter~~majority of ~~2024~~these costs resulted in non-cash charges, with the cash settlements being paid in 2025.

~~During~~Previously in 2025, ~~additional~~the ~~restructuring~~Company ~~actions~~committed ~~were~~to ~~announced~~workforce ~~related~~reduction plans globally, in an effort to ~~organizational~~reduce ~~simplification~~complexity ~~efforts~~and simplify our organization. Total costs for these actions were $6 20 million ~~and $17~~which ~~million~~were ~~for~~primarily ~~the~~employee ~~three~~termination ~~and nine months ended September 30, 2025, respectively~~costs. The ~~following~~majority ~~table~~of ~~summarizes~~these ~~the~~costs ~~changes~~resulted toin ~~our~~cash ~~restructuring~~settlements ~~liability~~in ~~during the nine months ended September 30,~~ 2025:.

Millions of Dollars	December 31, 2024		Charge to Earnings		Cash Paid		September 30, 2025
Employee Termination	$	4	$	15	$	(11)	$	8
Asset Impairment	—		2		—		2
Other exit costs	2		1		(1)		—
Total	$	6	$	17	$	(12)	$	9

The following table summarizes the changes to our restructuring liability during the three months ended March 31, 2026:


Millions of Dollars	December 31, 2025		Charge to Earnings		Cash Paid		Non-Cash and Other		March 31, 2026
Employee Termination	$	5	$	12	$	(4)	$	—	$	12
Asset Impairment	2		18		—		(21)		$	—
Facility exit costs	—		—		—		—		$	—
Other exit costs	—		2		(2)		—		$	—
Total	$	7	$	32	$	(6)	$	(21)	$	12

The following table summarizes the restructuring charges by operating segment for the periods presented:

Millions of dollars	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	2025		2024		2025		2024
	2026		2025
MDA North America	$	524	$	16	$	11	$	29
MDA Latin America	—2		42		3		25
MDA Asia	—		—		—		6
SDA Global	—		—
SDA Global	—		1		—		5
Corporate/Other	6		2
Corporate/Other	1		2		2		16
Total	$	32	$	10
Total	$	6	$	8	$	17	$	81

(12) INCOME TAXES

Income tax expense was $3314 million ~~and $105 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, compared to income tax expense ~~(benefit)~~ of $4543 million ~~and $(85) million~~ for the same ~~periods~~period of ~~2024~~2025. The ~~increase~~decrease in tax expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, is primarily due to ~~prior year tax benefits (partially offset by valuation allowances) related to legal entity restructuring projects in connection with the disposal of our European major appliance business and higher~~ earnings ~~in 2025~~loss.

The following table summarizes the difference between income tax expense (benefit) at the U.S. statutory rate of 21% and the income tax expense (benefit) at effective worldwide tax rates for the respective periods:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Millions of dollars	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Earnings (Loss) before income taxes	$	120	$	179	$	381	$	31
Earnings (loss) before income taxes	$	(51)	$	139
Income tax expense (benefit) computed at United States statutory tax rate	25(11)		3829		80		7
State and local taxes, net of federal tax benefit	61		~~(6)~~13		21		~~(61)~~
Valuation allowances	~~(25)~~6		111		~~(28)~~		~~416~~
Audit and Settlements	92		111		17		24
U.S. foreign income items, net of credits	~~(8)~~2		4(2)		~~(12)~~		~~(12)~~
Sale of minority shares and capital gains	—		—		—		77
Other	14		1
Legal Entity restructuring tax impact	23		(7)		23		(601)
Income tax expense (benefit) computed at effective worldwide tax rates	$	14	$	43
Non deductible impairments	—		—		—		64
Non deductible fines and penalties	—		—		—		—
Other	3		(6)		4		1
Income tax expense (benefit) computed at effective worldwide tax rates	$	33	$	45	$	105	$	(85)

At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year and the impact of discrete items, if any, and adjust the quarterly rate as necessary.

(13) SEGMENT INFORMATION

Our reportable segments consist of Major Domestic Appliances ("MDA") North America; MDA Latin America; ~~MDA Asia;~~ and Small Domestic Appliances ("SDA") Global. ~~The~~As ~~MDA~~of ~~Europe~~December ~~business~~31, ~~was~~2025, ~~deconsolidated~~the ~~upon~~operations ~~the~~previously ~~completion~~reported ofwithin the ~~European~~MDA ~~contribution~~Asia ~~agreement~~segment ~~transaction~~are ~~with~~no ~~Arcelik~~longer reported as a segment as a result of ~~April~~the 1,deconsolidation ~~2024~~of Whirlpool India. All prior period amounts have been reclassified to conform with current period presentation. For additional information see Note 14 to the Consolidated Condensed Financial Statements.

The chief operating decision maker (CODM) is the Company's Chairman and Chief Executive Officer, who evaluates operational performance based on each segment's earnings (loss) before interest and taxes (EBIT). We define segment EBIT as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items, if any, that management believes are not indicative of the segment's ongoing performance. Cost of products sold is the significant expense regularly reviewed by the CODM and consists of costs associated with products sold, including but not limited to materials, labor, freight and warehousing. Other segment expenses / (income) primarily include selling, general and administrative items. Total assets by segment are those assets directly associated with the respective operating activities. The "Other/Eliminations" column primarily includes corporate expenses, assets and eliminations, as well as restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the segment's ongoing performance. Intersegment sales are eliminated within each segment.

Total assets by segment are those assets directly associated with the respective operating activities. The "Other" column primarily includes operations previously reported in our MDA Asia segment, corporate expenses, assets, as well as restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the segment's ongoing performance. The "Eliminations" column includes intercompany activity. Intersegment sales are eliminated within each segment.

The tables below summarize performance by operating segment for the periods presented:

	Three Months Ended September 30,
	Three Months Ended March 31,
	OPERATING SEGMENTS
	MDA NorthAmerica		MDA ~~LatinAmerica~~Latin America		~~MDA Asia~~		SDA Global		~~SDA Global~~Other		~~Other /~~ Eliminations		TotalWhirlpool
Net sales
2025	$	2,722	$	802	$	222			$	288	$	—	$	4,033
2026	$	2,237	$	774			$	222	$	40	$	—	$	3,273
2024	2,647		846		239				261		—		3,993
2025	2,419		737				196		268		—		3,621
Cost of Products Sold
2025	$	2,378	$	695	$	190			$	182	$	(8)	$	3,439
2026	$	2,028	$	670			$	130	$	30	$	—	$	2,858
2024	2,257		718		208				176		(10)		3,350
2025	2,044		631				118		221		—		3,014
Other segment expenses/(income)
2025	$	208	$	62	$	28			$	58	$	37	$	393
2026	$	203	$	58			$	46	$	100	$	—	$	407
2024	196		70		25				47		54		392
2025	226		57				42		82		—		408
EBIT
2025	$	134	$	45	$	4			$	47	$	(32)	$	200
2026	$	6	$	47			$	47	$	(90)	$	—	$	9
2024	194		58		7				37		(45)		251
2025	149		49				36		(35)		—		199
Intersegment sales
2025	$	30	$	335	$	9			$	—	$	(374)	$	—
2026	$	41	$	282			$	—	$	9	$	(332)	$	—
2024	28		303		10				2		(343)		—
2025	30		330				—		11		(371)		—
Total assets
September 30, 2025	$	10,191	$	3,885	$	1,184			$	1,272	$	361	$	16,893
March 31, 2026	$	9,843	$	3,902			$	1,257	$	9,193	$	(8,017)	$	16,177
December 31, 2024	9,693		3,813		1,147				1,087		561		16,301
December 31, 2025	9,994		3,962				1,248		8,474		(7,677)		16,001
Capital expenditures
2025	$	31	$	39	$	6			$	4	$	3	$	83
2026	$	37	$	27			$	5	$	—	$	—	$	68
2024	34		38		3				2		10		87
2025	39		28				2		3		—		72
Depreciation and amortization
2025	$	46	$	16	$	2			$	5	$	14	$	83
2026	$	67	$	19			$	5	$	9	$	—	$	99
2024	40		16		5				5		13		79
2025	44		16				4		19		—		83

The following table summarizes the reconciling items in the Other column for total EBIT for the periods presented:


	Three Months Ended March 31,
in millions	2026		2025
Items not allocated to segments:
Restructuring costs	$	(32)	$	(10)



MDA Asia	4		19
Corporate expenses and other	(62)		(43)
Total other/eliminations	$	(90)	$	(35)

	Nine Months Ended September 30,
	OPERATING SEGMENTS
	MDA NorthAmerica		MDA Latin America		MDA Asia		MDA Europe (1)		SDA Global		Other / Eliminations		TotalWhirlpool
Net sales
2025	$	7,586	$	2,345	$	810	$	—	$	685	$	—	$	11,426
2024	7,642		2,578		818		804		629		—		12,471
Cost of Products Sold
2025	$	6,508	$	2,017	$	685	$	—	$	422	$	(16)	$	9,615
2024	6,557		2,188		707		726		396		(13)		10,561
Other segment expenses/(income)
2025	$	651	$	186	$	79	$	—	$	145	$	160	$	1,221
2024	592		216		73		87		137		530		1,635
EBIT
2025	$	428	$	142	$	46	$	—	$	119	$	(144)	$	590
2024	491		175		38		(9)		97		(517)		275
Intersegment sales
2025	$	82	$	970	$	30	$	—	$	1	$	(1,083)	$	—
2024	96		925		32		23		13		(1,089)		—
Total assets
September 30, 2025	$	10,191	$	3,885	$	1,184	$	—	$	1,272	$	361	$	16,893
December 31, 2024	9,693		3,813		1,147		—		1,087		561		16,301
Capital expenditures
2025	$	106	$	98	$	13	$	—	$	13	$	7	$	239
2024	129		125		7		22		5		27		315
Depreciation and amortization
2025	$	132	$	46	$	11	$	—	$	14	$	43	$	246
2024	130		48		15		—		13		43		249

(1) MDA Europe consisted of our European major domestic appliance business which was contributed to Beko Europe as of April 1, 2024. See Note 14 to the Consolidated Condensed Financial Statements for additional information on the transaction.

The following table summarizes the reconciling items in the Other/Eliminations column for total EBIT for the periods presented:

	Three Months Ended September 30,				Nine Months Ended September 30,
in millions	2025		2024		2025		2024
Items not allocated to segments:
Restructuring costs	$	(6)	$	(8)	$	(17)	$	(81)
(Loss) gain on sale and disposal of businesses	30		32		30		(260)
Corporate expenses and other	(56)		(69)		(157)		(176)
Total other/eliminations	$	(32)	$	(45)	$	(144)	$	(517)

A reconciliation of our segment information for total EBIT to the corresponding amounts in the Consolidated Condensed Statements of Comprehensive Income (Loss) is shown in the table below for the periods presented:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
in millions	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Operating profit	$	~~206~~18	$	~~265~~184	$	~~595~~	$	~~279~~
Interest and sundry (income) expense	(58)		(632)		~~(41)~~		~~(27)~~
Equity method investment income (loss), net of tax	(1117)		(2017)		~~(46)~~		~~(31)~~
Total EBIT	$	~~200~~9	$	~~251~~199	$	~~590~~	$	~~275~~
Interest expense	9277		9277		~~256~~		~~275~~
Income tax expense	3314		4543		~~105~~		~~(85)~~
Net earnings (loss)	$	76(82)	$	~~114~~79	$	~~229~~	$	85
Less: Net earnings available to noncontrolling interests	3—		57		20		16
Net earnings (loss) available to Whirlpool	$	73	$	109	$	210	$	69
Net earnings (loss) available to Whirlpool shareholders	$	(82)	$	71

(14) ACQUISITIONS AND DIVESTITURES

European Major Domestic Appliance Business Held for Sale

On January 16, 2023, Whirlpool entered into a contribution agreement with Arcelik to carve out and contribute our major domestic appliance European business operations into a newly formed European appliance company which constitutes a combination of Arcelik's and Whirlpool's European businesses. The sale included the Company's major domestic appliance business in EMEA, including nine production sites.

On June 22, 2023, Whirlpool entered into a share purchase agreement with Arcelik for the sale of our MENA business. The sale was previously agreed upon in principle and announced on January 17, 2023, as part of the outcome of Whirlpool’s strategic review of the EMEA business. The financial impact of the MENA transaction was included in the loss on sale and disposal of businesses related to the European major domestic appliance business transaction as discussed further below.

The disposal group met the criteria for held for sale accounting during the fourth quarter of 2022. The operations of the European disposal group did not meet the criteria to be presented as discontinued operations.

On April 1, 2024, the parties closed the aforementioned contribution transaction and MENA sale. Upon closing in the second quarter of 2024, the transaction resulted in the deconsolidation of the European major appliances and MENA businesses. Whirlpool owns approximately 25% and Arcelik owns approximately 75% of the European appliance company Beko Europe. In connection with the transactions, we recorded a loss on disposal of $1.5 billion in the fourth quarter of 2022. The loss included a write-down of the net assets of $1.2 billion of the disposal group to a fair value of $139 million and also included $393 million of cumulative currency translation adjustments, $98 million of other comprehensive loss on pension and $18 million of other transaction related costs. No goodwill was included in the disposal group.

We recorded adjustments of $2 million and $294 million, respectively, for the three and nine months ended September 30, 2024, resulting in a total loss of $1.9 billion for the transaction. These adjustments are recorded in the loss (gain) on sale of disposal of businesses and reflect ongoing reassessment of the fair value less costs to sell of the disposal group, transaction costs and provision for tax related indemnities recorded at closing of the transaction. As part of the loss on disposal, we recorded reserves related to certain indemnifications in the second quarter of 2024. In the third quarter of 2025, we released a $30 million reserve related to an indemnity that is no longer considered probable.

Both Whirlpool and Arcelik retain an option for Arcelik to purchase the remaining equity interest in Beko for fair value, which could be material to the financial statements of the Company, depending on the performance of the business.

Whirlpool India share sale

On ~~February~~November 2030, ~~2024~~2023, the Company’s ~~wholly-owned~~announced ~~subsidiary,~~its ~~Whirlpool~~intention ~~Mauritius~~to ~~Limited~~enter ~~(“Seller”),~~into ~~executed~~one ~~the~~or ~~sale~~more oftransactions ~~30.4 million~~to ~~equity~~sell ~~shares~~up ofto ~~Whirlpool~~24% ~~India~~of ~~via~~the anoutstanding ~~on-market~~shares ~~trade.~~of ~~The~~its ~~sale,~~publicly ~~which~~listed ~~was~~Whirlpool ~~accounted~~of ~~for~~India asLimited ansubsidiary ~~equity~~("Whirlpool ~~transaction, reduced~~India") ~~Seller’s ownership~~ in ~~Whirlpool~~2024, ~~India~~and ~~from~~to ~~75%~~retain toa ~~51%,~~majority ~~and~~interest ~~generated~~following ~~proceeds~~completion of ~~$462 million~~the ~~on settlement~~sale.

InOn ~~January~~February ~~2025~~20, we2024, ~~announced~~the ~~our~~Company's ~~intent~~wholly-owned tosubsidiary, ~~reduce our ownership stake in~~ Whirlpool ~~India~~Mauritius ~~and~~Limited ~~continue to evaluate various transaction structures~~("Seller"), ~~including~~executed ~~via~~the ~~market~~ sale ~~and~~of ~~negotiated transaction~~30.4 million Inequity ~~October~~shares ~~2025,~~of ~~we signed certain brand license, technology license, and transition service agreements with~~ Whirlpool India. Wevia ~~expect~~a tomarket ~~announce~~transaction. aThe ~~share~~ sale, bywhich ~~the~~was ~~end~~accounted offor ~~2025,~~as ~~and~~an weequity ~~are targeting~~ transaction, ~~completion~~reduced bySeller's ~~the~~ownership ~~first~~in ~~half of 2026. Transaction proceeds are expected to further reduce debt. Sale of~~ Whirlpool India ~~shares~~from is75% ~~subject~~ to ~~Company board approval~~51%, and wegenerated ~~have~~proceeds ~~not recorded any impact relating to this announcement as~~ of ~~September~~$462 million ~~30,~~on ~~2025~~settlement.

32In January 2025, we announced our intent to reduce our ownership stake in Whirlpool India and continue to evaluate various transaction structures, including via market sale and negotiated transaction. In October 2025, we signed certain brand license, technology license, and transition service agreements with Whirlpool India.

During the fourth quarter of 2025, following approval from the Board of Directors, the Company sold an approximately 11% ownership interest in Whirlpool India for proceeds of approximately $166 million. Upon completion of the sale on November 28, 2025, the Company’s ownership interest was reduced from 51% to approximately 40%. We are pleased with our retained position and will continue to evaluate all options to further reduce our debt throughout 2026 in line with our guidance and capital allocation priorities.

As a result of the loss of a controlling financial interest, the Company deconsolidated Whirlpool India during the fourth quarter of 2025. Whirlpool India holds a 100% controlling equity ownership in Elica PB India, which was also deconsolidated as part of the transaction.

In connection with the sale, we recorded a gain, net of transaction and other costs, of $251 million during the three and twelve months ended December 31, 2025. The total transaction amount includes $599 million for the fair value of the interest retained, $278 million for the carrying value of the non-controlling interest in Whirlpool India, and $166 million of consideration received from the sale of shares.

The gain on sale is equal to the difference between this total transaction amount and the carrying value of Whirlpool India’s net assets of $378 million, further adjusted for the allocation of $217 million of goodwill to the disposal group, the release of $187 million of cumulative foreign currency translation adjustments, and $10 million of divestment costs.

The fair value of the interest retained was based on the ownership amount and the stock price of Whirlpool India as of the closing date of the transaction. Subsequent to the transaction, we account for the remaining minority interest under the equity method of accounting.

For additional information, see Note 9 to the Consolidated Condensed Financial Statements.


ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition of the Company and generally discusses the results of operations for the current three ~~and nine~~ months ended ~~periods~~period compared to the same prior-year ~~periods~~period. MD&A is provided as a supplement to, and should be read in connection with, the Consolidated Condensed Financial Statements and Notes to the Consolidated Condensed Financial Statements included in this Form 10-Q.

Certain references to particular information in the Notes to the Consolidated Condensed Financial Statements are made to assist readers.

ABOUT WHIRLPOOL

Whirlpool Corporation ("Whirlpool") is a leading kitchen and laundry appliance company, in constant pursuit of improving life at home and inspiring generations with our brands. The company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In ~~2024~~2025, the Company reported approximately $1716 billion in annual sales, 4441,000 employees, and 4035 manufacturing and technology research centers. We conduct our business through ~~four~~three operating segments, which consist of Major Domestic Appliances ("MDA") North America; MDA Latin America; ~~MDA Asia;~~ and Small Domestic Appliances ("SDA") Global. ~~The MDA Europe segment was deconsolidated as of April 1, 2024.~~

OVERVIEW

Whirlpool delivered ~~third~~first-quarter net earnings (loss) available to Whirlpool common shareholders of $73(85) million (net earnings margin of 1(2.86)%), or $(1.2943) per share, compared to net earnings (loss) available to Whirlpool shareholders of $~~109~~71 million (net earnings margin of 2.70%), or $21.0028 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(~~669~~827) million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, compared to $(~~271~~721) million in the same prior year period and had capital expenditures of $~~239~~68 million and $~~315~~72 million, respectively.

Net earnings margins were negatively impacted by lower volume, primarily driven by the ~~cost~~significant ofindustry ~~tariffs~~demand ~~and~~decline ~~launch~~in ~~costs~~North America, the cost associated with ~~new~~inventory ~~product~~reduction ~~introductions~~efforts and negative price/mix. These were partially offset by ~~favorable~~tariff ~~product~~recovery ~~price/mix~~ and ~~structural~~mitigation ~~cost take out~~ actions.

We continue to take actions to deliver shareholder value as we navigate through a challenging macro environment in North America. We ~~expect~~remain toconfident ~~deliver~~in ~~approximately~~delivering over $~~200~~150 million of cost take out, ~~and~~implementing ~~introduce~~previously announced pricing actions, including the largest pricing changes in a decade, introducing over 100 new products and paying down $900M of debt in 2026.

3332

RESULTS OF OPERATIONS

The following table summarizes the consolidated results of operations for the periods presented:

	Three Months Ended September 30,					Nine Months Ended September 30,
			Three Months Ended March 31,
Consolidated - Millions of dollars, except per share data	~~2025~~		~~2024~~		~~Better/(Worse) %~~	~~2025~~2026		~~2024~~2025		Better/(Worse) %
Net sales	$	~~4,033~~	$	~~3,993~~	~~1.0%~~	$	113,~~426~~273	$	123,~~471~~621	(89.46)%
Gross margin	~~594~~		~~643~~		~~(7.6)~~	~~1,811~~415		~~1,910~~607		(531.26)
Selling, general and administrative	~~405~~		~~395~~		~~(2.6)~~	~~1,209~~359		~~1,266~~406		411.5
Restructuring costs	6		8		~~29.5~~	1732		8110		78(234.95)
Loss (gain) on sale and disposal of businesses	(30)		(32)		7.0	(30)		260		nm
Interest and sundry (income) expense						(8)		(32)		(75.0)
Interest and sundry (income) expense	(5)		(6)		6.1	(41)		(27)		51.9
Interest expense						77		77		0.4
Interest expense	92		92		—	256		275		6.8
Income tax expense (benefit)						14		43		68.4
Income tax expense (benefit)	33		45		28.2	105		(85)		nm
Net earnings (loss) available to Whirlpool shareholders						(82)		71		nm
Net earnings (loss) available to Whirlpool	$	73	$	109	(33.3)	$	210	$	69	204.3
Mandatory convertible preferred stock dividends accumulated during the period						4		—		nm
Diluted net earnings (loss) available to Whirlpool per share (2)	$	1.29	$	2.00	(35.5)%	$	3.74	$	1.26	196.0%
Net earnings (loss) available to Whirlpool common shareholders						$	(85)	$	71	nm
Diluted net earnings (loss) available to Whirlpool per share						$	(1.43)	$	1.28	nm

(1) Not meaningful ("nm")

Consolidated net sales ~~increased~~decreased 19.06% for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the same period in ~~2024~~2025. The ~~increase~~decrease was primarily driven by ~~share~~the ~~gains~~deconsolidation inof ~~MDA~~Whirlpool of India, significant industry demand decline in North America and ~~favorable~~unfavorable ~~product~~ price/mix. ~~The~~This ~~impact~~was ofpartially ~~foreign~~offset ~~currency~~by ~~was~~favorable ~~not~~currency ~~material~~impacts ~~during~~in ~~the~~Latin ~~period~~America.

~~Consolidated~~The ~~net~~consolidated ~~sales~~gross ~~decreased~~margin ~~8.4%~~percentage for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was 12.7% compared to 16.8% in the same ~~period~~prior-year ~~in 2024~~period. The decrease was primarily driven by ~~the~~industry ~~deconsolidation~~demand ~~of our European major domestic appliances business~~decline, ~~which~~higher ~~had~~incurred ~~approximately~~costs ~~$800~~associated ~~million~~with ofinventory ~~sales~~reduction ~~for~~efforts in the ~~nine~~current ~~months~~period ~~ended~~and ~~September~~unfavorable ~~30, 2024 (representing 6~~price/mix.5% ofThe ~~total~~higher ~~net~~cost ~~sales for the period). Excluding the impact~~ of ~~foreign~~tariffs ~~currency,~~was ~~net~~fully ~~sales decreased~~offset ~~6.5%~~by ~~for~~tariff ~~the~~recovery ~~nine~~and ~~months~~mitigation ~~ended September 30, 2025, compared to the same period in 2024~~actions.

The ~~consolidated~~following ~~gross~~is ~~margin~~a ~~percentage~~discussion ~~for~~of ~~the~~results ~~three~~for ~~months~~each ~~ended~~of ~~September~~our 30operating segments, ~~2025~~which ~~was~~consist ~~14.7%~~of ~~compared~~MDA toNorth ~~16.1%~~America; inMDA ~~the~~Latin ~~same~~America; ~~prior-year~~and ~~period.~~SDA ~~The decrease was primarily driven by increased tariff cost in the current period~~Global. ~~The~~For ~~consolidated~~additional ~~gross margin percentage for the nine months ended September 30~~information, ~~2025~~see ~~was~~Note ~~15.8%~~13 ~~compared~~ to ~~15.3% in~~ the ~~same~~Consolidated ~~prior-year~~Condensed ~~period.~~Financial ~~The increase was primarily driven by cost take out and favorable product price/mix~~Statements.

The following is a discussion of results for each of our operating segments, which consist of MDA North America; MDA Latin America; MDA Asia; and SDA Global. For additional information, see Note 13 to the Consolidated Condensed Financial Statements.33

MDA NORTH AMERICA

Net Sales

Net sales ~~increased~~decreased 27.85% for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~and decreased 0.7% for the nine months ended September 30, 2025~~ compared to the same ~~periods~~period in ~~2024~~2025. The ~~increase~~decrease for the three months ended was primarily driven by ~~favorable~~lower volume, ~~and~~as ~~favorable product price/mix. The decrease for~~ the ~~nine~~deteriorating ~~months~~macro ~~ended~~environment ~~was~~and ~~primarily~~sharp ~~driven~~decline byin ~~unfavorable~~consumer ~~volume~~sentiment ~~partially~~severely ~~offset~~impacted byindustry ~~favorable~~demand, ~~product~~and unfavorable price/mix. Excluding the impact from foreign currency, net sales ~~increased~~decreased 27.98% for the three months ended ~~September~~March 3031, ~~2025 and decreased 0.5% for the nine months ended September 30~~2026, ~~2025,~~ compared to the same ~~periods~~period in ~~2024~~2025.

Cost of Products Sold

Cost of products sold for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 ~~increased 5.4% and~~ decreased 0.8% compared to the same ~~periods~~period in ~~2024~~2025. The ~~increase~~decrease for the three months ended was primarily driven by ~~higher~~reduced volume ~~and increased tariff cost~~, partially offset by ~~cost~~operational ~~take~~inefficiencies ~~out.~~associated ~~The~~with ~~decrease~~inventory ~~for~~reduction ~~the~~efforts ~~nine~~in ~~months~~the ~~ended~~current ~~was~~period. ~~primarily~~The ~~driven~~higher by cost ~~take~~of ~~out~~tariffs ~~and~~was ~~lower~~fully ~~volume, partially~~ offset by ~~increased~~the tariff ~~cost~~recovery and mitigation actions.

EBIT

EBIT decreased for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to the same ~~periods~~period in ~~2024~~2025. The decrease for the three ~~and nine~~ months ended was primarily due to ~~increased~~lower ~~tariff~~volume, unfavorable product price/mix and operational inefficiencies associated with inventory reduction efforts in the current period. The higher cost, ~~partially~~of tariffs was fully offset by ~~cost~~the ~~take~~tariff ~~out~~recovery and ~~favorable~~mitigation ~~product price/mix~~actions. EBIT margin was 40.93% ~~and 5.6%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, compared to ~~7.3% and~~ 6.42% for the same ~~periods~~period in ~~2024~~2025.

3534

MDA LATIN AMERICA

Net Sales

Net sales ~~decreased~~increased 5.~~2% and 9.~~0% for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, compared to the same ~~periods~~period in ~~2024~~2025. The ~~decrease~~increase was primarily driven by ~~lower~~favorable ~~volume. Unfavorable~~ foreign currency ~~also~~and ~~impacted~~increased ~~the~~volume, ~~nine~~partially ~~months~~offset ~~ended~~by ~~September~~unfavorable ~~30, 2025~~price/mix. Excluding the impact from foreign currency, net sales decreased 6.3~~% and 1~~.68% for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, ~~respectively,~~ compared to the same ~~periods~~period in ~~2024~~2025.

Cost of Products Sold

Cost of products sold for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased 36.21% ~~and 7.8%~~ compared to the same ~~periods~~period in ~~2024~~2025. The ~~decrease~~increase was primarily driven by ~~lower~~increased volume, ~~and~~partially ~~cost~~offset ~~take~~by ~~out~~the favorable impact of cost productivity.

EBIT

EBIT decreased for the three ~~and nine~~ months ended ~~months~~March ~~ended September 30~~31, ~~2025~~2026 compared to the same ~~periods~~period in ~~2024~~2025. The decrease ~~for the three and nine months ended~~ was primarily driven by ~~the challenging macro environment in Argentina and~~ unfavorable ~~product~~ price/mix, partially offset by ~~cost~~favorable ~~take~~tax ~~out.~~matter Inresolution-related ~~addition~~gains, ~~the~~favorable ~~decrease~~currency ~~for~~and ~~the~~cost ~~nine months ended September 30, 2025 was driven by an indirect tax benefit in the same period in 2024~~productivity. EBIT margin was ~~5.7% and~~ 6.0% for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, compared to 6.~~9% and~~ 6.8% for the same ~~periods~~period in ~~2024~~2025.

3635

MDA ASIA

Net Sales

Net sales decreased 7.3% and 1.0% for the three and nine months ended September 30, 2025 compared to the same periods in 2024. The decrease for the three and nine months ended September 30, 2025 was primarily driven by lower volume and unfavorable currency. Excluding the impact from foreign currency, net sales decreased 4.0% and increased 2.1% for the three and nine months ended September 30, 2025 compared to the same periods in 2024.

Cost of Products Sold

Cost of products sold for the three and nine months ended September 30, 2025 decreased 8.7% and 3.1% compared to the same periods in 2024. The decrease for the three and nine months ended was primarily driven by cost take out and lower volume.

EBIT

EBIT decreased for the three months ended September 30, 2025 and increased for the nine months ended September 30, 2025 compared to the same periods in 2024. The decrease for the three months ended was primarily driven by lower volume, partially offset by cost take out. The increase for the nine months ended was primarily driven by cost take out. EBIT margin was 1.8% and 5.6% for the three and nine months ended September 30, 2025 compared to 2.9% and 4.6% for the same periods in 2024.

SDA GLOBAL

Net Sales

Net sales increased 1013.54% ~~and 8.9%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to the same ~~periods~~period in ~~2024~~2025. The increase was primarily driven by increased volume and favorable ~~product~~foreign ~~price/mix~~currency. Excluding the impact from foreign currency, net sales increased 9.5% ~~and 8.8%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to the same ~~periods~~period in ~~2024~~2025.

Cost of Products Sold

Cost of products sold for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 increased 310.42% ~~and 6.6%~~ compared to the same ~~periods~~period in ~~2024~~2025. The increase was primarily driven by increased ~~tariff~~volume and the net unfavorable impact of tariffs, partially offset by the favorable impact of cost productivity.

EBIT

EBIT increased for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to the same ~~periods~~period in ~~2024~~2025. The increase was primarily driven by increased volume, cost productivity and favorable ~~product~~foreign ~~price/mix~~currency, partially offset by ~~increased~~the ~~tariff~~net ~~cost~~unfavorable impact of tariffs. EBIT margin was 1621.50% ~~and 17.3%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to 1418.25% ~~and 15.4%~~ for the same ~~periods~~period in ~~2024~~2025.

3836

MDA EUROPE

Net Sales, Cost of Products Sold, and EBIT

MDA Europe consisted of our European major domestic appliance business which was contributed to Beko Europe as of April 1, 2024. Therefore, the Company had no net sales, cost of products sold, or EBIT for MDA Europe after the first quarter of 2024. For additional information on the financial performance of MDA Europe for the three months ended March 31, 2024, see our Form 10-Q for the quarter then ended.

Selling, General and Administrative

The following table summarizes selling, general and administrative expenses as a percentage of net sales ~~by region for the periods presented~~:

	Three Months Ended September 30,								Nine Months Ended September 30,
			Three Months Ended March 31,
Millions of dollars	~~2025~~		~~As a % of Net Sales~~		~~2024~~		~~As a % of Net Sales~~		~~2025~~2026		As a % of Net Sales		~~2024~~2025		As a % of Net Sales
MDA North America	$	196	7.2	%	$	191	7.2	%	$	616	8.1	%	$	573	7.5	%
Consolidated									359		11.0	%	$	406	11.2	%
MDA Latin America	70		8.8		76		8.9		206		8.8		229		8.9
MDA Asia	31		14.0		29		12.0		90		11.1		84		10.2
MDA Europe	—		—		—		nm		—		—		90		11.1
SDA Global	58		20.3		47		17.7		148		21.5		136		21.6
Corporate/other	50		—		52		—		148		—		154		—
Consolidated	$	405	10.1	%	$	395	9.9	%	$	1,209	10.6	%	$	1,266	10.2	%

Consolidated selling, general and administrative expenses ~~increased~~decreased for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to the same period in ~~2024~~2025 primarily due to ~~increased~~decreased marketing spend. Consolidated selling, general and administrative expenses decreased for the nine months ended September 30, 2025, compared to the same period in 2024 primarily due to the disposal of our European major domestic appliance business on April 1, 2024.

For additional information, see Notes 1 and 1413 to the Consolidated Condensed Financial Statements.

Restructuring

We incurred restructuring charges of $632 million ~~and $17 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to $810 million ~~and $81 million~~ for the same ~~periods~~period in ~~2024~~2025. For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

For the full year ~~2025~~2026, we expect to incur approximately $50 million of restructuring charges, inclusive of the restructuring charges recorded for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026. We expect a significant portion of these actions to result in cash settlement.

(Gain) Loss on Sale and Disposal of Businesses

(Gain) loss on sale and disposal of businesses was $(30) million for the three and nine months ended September 30, 2025, compared to $(32) million and $260 million for the same periods of 2024, respectively. The amounts recorded in 2024 were primarily related to the divestiture of our European major domestic appliance business and were due to fair value fluctuations driven by seasonality of net working capital, and transaction costs. The amount recorded in the third quarter of 2025 is for a release of previously accrued tax related indemnity for the aforementioned European transaction.

For additional information, see Note 14 to the Consolidated Condensed Financial Statements.

Interest and Sundry (Income) Expense

Net interest and sundry (income) expense was $(58) million ~~and $(41) million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to $(632) million ~~and $(27) million~~ in the same prior year ~~periods~~period.

For additional information, see Note 8 to the Consolidated Condensed Financial Statements.

Interest Expense

Interest expense was $9277 million ~~and $256 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to $9277 million ~~and $275 million~~ in the same prior year ~~periods~~period.

Income Taxes

Income tax expense was $3314 million ~~and $105 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to income tax expense ~~(benefit)~~ of $4543 million ~~and $(85) million~~ in the same prior year ~~periods~~period. The ~~tax~~decrease ~~benefits recognized~~ in ~~2024~~tax ~~were~~expense ~~related~~for to the ~~completion~~three ofmonths ~~legal~~ended ~~entity~~March ~~restructuring~~31, ~~projects in connection with the disposal of our European major appliance business~~2026, ~~partially~~is ~~offset~~primarily bydue ~~associated~~to ~~valuation~~earnings ~~allowances~~loss. For more information, see Note 12 to the Consolidated Condensed Financial Statements.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We have completed our assessment and recognized certain impacts in the period, the remaining impacts will be recognized in future quarters based on effective dates.

Other Information

Our Critical Accounting Policies and Estimates for goodwill and other indefinite-lived intangibles are disclosed in Note 1 to the Consolidated Financial Statements and in Management's Discussion and Analysis of our annual report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025.

We continue to monitor the significant global economic uncertainty to assess the outlook for demand for our products and the impact on our business and our overall financial performance. Our Maytag, JennAir and InSinkErator trademarks continue to be at risk at ~~September~~March 3031, ~~2025~~2026. None of our reporting units or other indefinite-lived intangible assets are presently at risk for future impairment.

For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

4037

FINANCIAL CONDITION AND LIQUIDITY

Background

Our objective is to finance our business through operating cash flow and the appropriate mix of long-term and short-term debt. By diversifying the maturity structure, we avoid concentrations of debt, reducing liquidity risk. We have varying needs for short-term working capital financing as a result of the nature of our business. We regularly review our capital structure and liquidity priorities, which include funding innovation and growth through capital expenditures and research and development expenditures as well as debt repayment; opportunistic mergers and acquisitions; ~~debt repayment;~~ and providing returns to shareholders through dividends and share repurchases.

Whirlpool has historically been able to leverage its free cash flow generation to fund our operations, pay for any debt servicing costs and allocate capital for reinvestment in our business, funding share repurchases and dividend payments.

On February 20, 2024, Whirlpool’s wholly-owned subsidiary, Whirlpool Mauritius Limited ("Seller"), executed the sale of 30.4 million equity shares of Whirlpool India via ana ~~on-~~market ~~trade~~transaction. The transaction reduced Whirlpool’s ownership in Whirlpool India from 75% to 51%, and generated sales proceeds of approximately $462 million on settlement. ~~The~~In ~~Company~~October ~~used~~2025, ~~transaction~~we ~~proceeds~~signed tocertain ~~reduce~~brand ~~debt.~~license, Wetechnology ~~have~~license, ~~announced~~and ~~our~~transition ~~intent~~services toagreements ~~reduce~~with ~~our ownership stake in~~ Whirlpool India. ~~and~~On ~~continue~~November to27, ~~evaluate various transaction structures~~2025, ~~including~~the ~~via~~Seller ~~market~~executed the sale ~~and~~of ~~negotiated transaction~~14.3 million Inequity ~~October~~shares ~~2025,~~of weWhirlpool ~~signed~~India ~~certain~~via ~~brand~~a ~~license,~~market ~~technology~~transaction. ~~license,~~The ~~and~~transaction ~~transition~~reduced ~~services~~Seller's ~~agreements~~ownership ~~with~~of Whirlpool India. Wefrom ~~expect~~51% to ~~announce~~approximately a40%, ~~share~~and ~~sale~~generated bygross ~~the~~sales ~~end~~proceeds of ~~2025,~~approximately ~~and~~$166 million weon ~~are~~settlement, ~~targeting~~which ~~transaction~~occurred ~~completion~~on byNovember ~~the~~28, ~~first half of 2026~~2025. ~~Transaction~~We ~~proceeds~~ are ~~expected~~pleased towith ~~further~~our ~~reduce~~retained ~~debt.~~position ~~Sale~~and ofwill ~~Whirlpool~~continue ~~India~~to ~~shares~~evaluate isall ~~subject~~options to ~~Company~~further ~~board~~reduce ~~approval,~~our ~~and~~debt wethroughout ~~have~~2026 ~~not~~in ~~recorded~~line ~~any~~with ~~impact~~our ~~relating~~guidance toand ~~this~~capital ~~announcement~~allocation ~~as of September 30, 2025~~priorities.

~~During~~On ~~the~~February ~~second~~27, ~~quarter~~2026, ~~our~~we ~~senior~~issued ~~unsecured~~depository ~~debt~~shares ~~was~~for ~~downgraded~~our toMandatory aConvertible ~~non-investment~~Preferred ~~grade~~Stock ~~rating~~and ~~from~~shares ~~Moody’s~~of ~~Investors~~common ~~Service, Inc~~stock. ~~(to~~For ~~Ba1,~~the ~~with~~Mandatory ~~negative~~Convertible ~~outlook),~~Preferred ~~S&P~~Stock ~~Global~~we ~~Ratings~~received ~~(to~~cash ~~BB+,~~proceeds ~~with~~of ~~stable~~approximately ~~outlook~~$557 million, ~~since~~net ~~revised~~of tounderwriting ~~negative),~~fees and ~~Fitch~~other ~~Ratings,~~issuance ~~Inc~~costs. ~~(to~~For ~~BB+,~~the ~~with~~common ~~negative~~stock ~~outlook).~~we Asreceived acash ~~result~~proceeds of ~~these~~approximately ~~downgrades~~$524 million, ~~our~~net ~~debt~~of ~~currently~~underwriting ~~has~~fees ~~a non-investment grade rating from these rating agencies, which has partially reduced access to~~ and ~~increased~~other issuance costs. ~~associated~~We ~~with~~used ~~accessing~~approximately ~~certain~~$900 ~~types~~million of ~~financing~~the ~~that~~net ~~are~~proceeds ~~typically~~from ~~reserved~~this ~~for investment-grade companies (e.g. commercial paper). Please see Part II~~offering, ~~Item~~to 1Arepay ~~“Risk Factors” for~~ a ~~discussion~~portion of ~~impacts~~the ~~related~~amounts tooutstanding ~~potential~~under ~~further~~the ~~developments~~Credit ~~or downgrades to our credit ratings~~Facility.

Our ~~short-term~~debt ~~potential~~currently ~~uses~~has ofa ~~liquidity~~non-investment ~~include~~grade ~~funding~~rating ~~our~~from ~~business~~the ~~operations,~~rating ~~ongoing capital spending~~agencies, ~~debt~~which ~~repayment,~~has ~~and~~partially ~~returns~~reduced access to ~~shareholders.~~and Ashas ofincreased ~~September~~costs ~~30,~~associated ~~2025,~~with weassessing ~~had~~certain ~~$1.4~~types ~~billion~~ of ~~debt~~financing ~~maturing~~that ~~within~~are ~~the~~typically ~~next~~reserved ~~twelve~~for ~~months~~investment-grade companies (~~primarily~~e.g., ~~composed~~commercial ~~of $1~~paper).1 ~~billion~~During the first quarter of ~~Amended~~2026, ~~Long-Term~~our ~~Facility~~senior unsecured debt ~~and~~was ~~$300~~further ~~million~~downgraded ofby ~~maturing~~Fitch ~~term~~Ratings, ~~loan~~Inc. ~~debt)~~to BB from BB+, ~~which~~with wea ~~expect~~negative tooutlook. ~~pay~~Please ~~through~~see ~~refinancing~~Part II, ~~free~~Item ~~cash~~1A ~~flow~~"Risk ~~generation,~~Factors" ~~cash~~for ona ~~hand~~discussion ~~and~~of impacts related to potential ~~transaction~~further ~~proceeds~~developments or downgrades to our credit ratings.

Our short-term potential uses of liquidity include funding our ongoing capital and research and development spending, debt repayment, and returns to shareholders, including dividend payments on our Mandatory Convertible Preferred Stock. We have $888 million of debt maturing in the next twelve months, which we expect to repay through a combination of refinancing, potential asset sale proceeds, cash flow generation and cash on hand.

Cash and cash equivalents

The Company had cash and cash equivalents of approximately $~~934~~626 million at ~~September~~March 3031, ~~2025~~2026. For cash in each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and expected future foreign investments. Our primary intent is to reinvest these funds outside of the United States. However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable to various countries. It is not practicable to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.

At September 30, 2025, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil (2.4%) and India (1.8%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Mexico, which represented 1.1%. We continue to monitor general financial instability and uncertainty globally. 38

41At March 31, 2026, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil (2.3%). In addition, we had no third-party accounts receivable outside of the United States greater than 1% of our consolidated assets. We continue to monitor general financial instability and uncertainty globally.

Revolving credit facility and other committed credit facilities

At ~~September~~March 3031, ~~2025~~2026, we had $~~1.1~~290 ~~billion~~million outstanding under the Amended Long-Term Facility ~~and $300 million outstanding under the Term Loan Agreement~~. In addition to the committed $3.~~5 billion Amended Long-Term Facility and the committed $1.5~~50 billion ~~Term Loan Agreement~~ (as of ~~which~~May 2026 $1.2.25 billion) ~~has~~Amended ~~been~~Long-Term ~~repaid as of September 30~~Facility, ~~2025),~~ we have committed credit facilities in Brazil ~~and India~~. These Brazil ~~and India~~ committed credit facilities provide borrowings up to approximately $~~199~~192 million at ~~September~~March 3031, ~~2025~~2026

WeIn ~~were~~May in2026, ~~compliance~~the ~~with~~Company ~~our~~entered ~~interest~~into ~~coverage~~an ~~ratio~~amendment ~~covenant~~to ~~under~~its ~~the Amended~~ Long-Term ~~Facility~~Credit ~~and~~Agreement ~~Term~~which ~~Loan~~reduces ~~Agreement~~the ~~for~~aggregate ~~all~~commitment from $3.50 billion to $2.25 billion. In addition the amendment excludes the fiscal ~~quarters~~quarter ~~through~~ended ~~September~~March 3031, ~~2025~~2026, from the interest coverage ratio requirement, and requires the full refinancing of the facility prior to July 1, 2026. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

The Company is currently negotiating an asset-based revolving credit facility agreement, which will provide for senior secured financing subject to a borrowing base, and expects to complete the agreement within the second quarter of 2026.

Notes payable

As of ~~September~~March 3031, ~~2025~~2026, we have $~~1.1~~312 ~~billion~~million of notes payable outstanding. This includes the current portion of the outstanding amount under the Amended Long-Term Facility that is expected to be repaid in the next twelve months, and short-term borrowings payable to banks, which are generally used to fund working capital requirements. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Trade customers

We continue to review customer conditions globally. We had no material impacts from customer insolvencies during the three months ended ~~September~~March 3031, ~~2025~~2026, nor do we have immediate visibility into material customer insolvency situations occurring in the future. We continue to monitor these situations, considering each geographic region, the unique credit risk specific to the country, marketplace and economic environment, and take appropriate risk mitigation steps.

For additional information on guarantees, see Note 6 to the Consolidated Condensed Financial Statements.

Share Repurchase Program

For additional information about our share repurchase program, see Note 10 to the Consolidated Condensed Financial Statements.

Sources and Uses of Cash

The following table summarizes the net increase (decrease) in cash and cash equivalents for the periods presented:

Nine Months Ended September 30,

Three Months Ended March 31,

Millions of dollars

~~2025~~2026

~~2024~~2025

Cash provided by (used in):

Operating activities

(~~669~~827)

(~~271~~721)

Investing activities

(~~239~~225)

(~~466~~72)

Financing activities

~~503~~985

~~222~~503

Effect of exchange rate changes

6424

~~(68)~~39

Net change in cash and cash equivalents

(~~341~~44)

(~~583~~251)

Cash Flows from Operating Activities

Cash used in operating activities increased during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to the same prior year period. The increase in cash used in operating activities was primarily driven by ~~fluctuations~~ inlower ~~working capital~~earnings.

The timing of cash flows from operations varies significantly throughout the year primarily due to changes in production levels, sales patterns, promotional programs, funding requirements, credit management, as well as receivable and payment terms. Depending on the timing of cash flows, the location of cash balances, as well as the liquidity requirements of each country, external sources of funding are used to support working capital requirements.

Cash Flows from Investing Activities

Cash used in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased compared to the same prior year period~~. In the prior year period~~, ~~$245~~primarily ~~million~~driven ofby ~~cash~~the ~~was~~purchase ~~contributed as part~~ of ~~the~~previously ~~European~~leased ~~major domestic appliance transaction~~properties. For additional information, see Note 141 to the Consolidated Condensed Financial Statements.

Cash Flows from Financing Activities

Cash provided by financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 increased compared to the same period in ~~2024~~2025, primarily driven by the ~~drawdown~~issuance of acommon ~~portion~~stock ofand ~~our~~mandatory ~~Amended~~convertible ~~Long-Term~~preferred ~~Facility~~stock in ~~the~~February ~~current~~of ~~period~~2026, which resulted in cash proceeds of $524 million and $557 million, net of issuance costs. For additional information, see Note 510 to the Consolidated Condensed Financial Statements.

Financing Arrangements

The Company had total committed credit facilities of approximately $43.07 billion at ~~September~~March 3031, ~~2025~~2026. These facilities are geographically reflective of the Company's global operations. The Company is confident that the committed credit facilities are sufficient to support its global operations. ~~At September~~We ~~30, 2025, we~~ had $~~1.4~~290 ~~billion drawn on the committed facilities, which includes $1.1 billion outstanding under the Amended Long-Term Facility and $300~~ million outstanding under the ~~Term Loan Agreement. We had no borrowings outstanding under the~~ Amended Long-Term Facility, ~~and $1.5 billion outstanding under the Term Loan Agreement~~ at ~~December~~March 31, ~~2024, respectively~~2026.

For additional information about our financing arrangements, see Note 5 to the Consolidated Condensed Financial Statements.

Depositary Shares Offering

On February 27, 2026, we issued 11,500,000 depositary shares, each of which represents a 1/20th interest in a share of our 8.50% Series A Mandatory Convertible Preferred Stock in an underwritten public offering. The Mandatory Convertible Preferred Stock has a $1,000 per share liquidation preference and $1.00 per share par value.

See Note 10 to the Consolidated Condensed Financial Statements for additional information.

Common Stock Offering

Also on February 27, 2026, we issued 7,898,550 shares of our common stock in an underwritten public offering at an offering price of $69 per share.

As a result of the depositary shares and and common stock offering transactions, we received cash proceeds of approximately $1.08 billion, net of underwriting fees and other issuance costs.

See Note 10 to the Consolidated Condensed Financial Statements for additional information.

Private Placement

On February 24, 2026, we entered into a Private Placement Common Stock Purchase Agreement with Guangdong Whirlpool Electrical Appliances Co., Ltd. for the sale of an aggregate of 434,782 shares of our common stock at a price per share of $69, for an aggregate purchase price of approximately $30 million. Guangdong Whirlpool Electrical Appliances Co., Ltd. is a wholly-owned subsidiary of Whirlpool (China) Co., Ltd. ("Whirlpool China"), an entity of which we indirectly hold a minority equity interest and which is listed on the Shanghai Stock Exchange. The effectiveness of the Purchase Agreement is subject to certain closing conditions, including regulatory approvals and purchaser shareholder approval (which has been received). The transaction is currently expected to close in the third quarter of this year.

Dividends

OnSubsequent ~~both~~to ~~August~~quarter 18end, ~~2025~~the ~~and~~Board ~~October~~of ~~20,~~Directors ~~2025,~~made ~~our~~the ~~Board~~decision ofto ~~Directors~~suspend ~~approved~~our aregular quarterly cash dividend on our common stock, which had previously been paid at a rate of $0.90 per share. The Board determined that suspending the dividend is prudent to strengthen our balance sheet in light of current macroeconomic uncertainties. The Board determined to pay the Mandatory Convertible Preferred Stock dividend in cash.

Off-Balance Sheet Arrangements

In the ordinary course of business, we enter into agreements with financial institutions to issue bank guarantees, letters of credit, and surety bonds. These agreements are primarily associated with unresolved tax matters in Brazil, as is customary under local regulations, and other governmental obligations and debt agreements. At ~~September~~March 3031, ~~2025~~2026, we had approximately $~~433~~461 million outstanding under these agreements.

For additional information about our off-balance sheet arrangements, see Notes 5 and 6 to the Consolidated Condensed Financial Statements.

FORWARD-LOOKING PERSPECTIVE

Earnings per diluted share presented below are net of tax. We currently estimate our anticipated ~~2025~~2026 full-year GAAP tax rate of ~825.80%. We currently estimate earnings per diluted share for ~~2025~~2026 as follows:

			2025
			2026
			Current Outlook
Estimated GAAP earnings per diluted share, for the year ending December 31, 2025			~$6.00
Estimated GAAP earnings per diluted share, for the year ending December 31, 2026			$2.45 - $2.95
Including:
Restructuring expense			~10.0075
Impact of M&A transactions(1)			—
Impact of M&A transactions			—
Income tax impact			—(0.20)
Industry Demand
MDA North America			~(35)-0%
MDA Latin America			~~(5)-~~0-3%
MDA Asia			0-3%
SDA Global			~Flat
SDA Global			(3)-0%

~~(1)Impact~~For ofthe ~~M&A~~full-year ~~transactions~~2026, ~~includes~~we ~~~$30~~expect ~~million in unique transaction costs related~~ to ~~portfolio~~generate ~~transformation,~~cash ~~fully~~from ~~offset~~operating byactivities aof approximately $30700 million ~~reserve~~and ~~release~~capital ~~related~~expenditures toof anapproximately ~~indemnity~~$400 ~~that is no longer considered probable~~million.

For the full-year 2025, we expect to generate cash from operating activities of approximately $600 million and capital expenditures of approximately $400 million.

OTHER MATTERS

For additional information regarding certain of our loss contingencies/litigation, see Note 6 to the Consolidated Condensed Financial Statements. Unfavorable outcomes in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

Antidumping

As previously reported, Whirlpool filed petitions in 2011 and 2015 alleging that Samsung, LG and Electrolux violated U.S. and international trade laws by dumping large residential washers into the U.S. Those petitions resulted in orders imposing antidumping duties on certain large residential washers imported from South Korea, Mexico, and China, and countervailing duties on certain large residential washers from South Korea. In August 2022, the order covering certain large residential washers from China was extended for an additional five years. In September 2024, the order covering certain large residential washers from Mexico was extended for an additional five years.

Raw Materials and Global Economy

The current domestic and international political environment have contributed to uncertainty surrounding the future state of the global economy. We have experienced raw material inflation in certain prior years based on the impact of U.S. tariffs and other global macroeconomic factors.

The recent imposition of significant trade policy and tariff actions by the U.S. government, including but not limited to tariffs on imported steel, aluminum and copper products, multiple tariffs on certain imports from China, global tariffs onunder ~~certain~~Section ~~imports~~122, ~~from~~and ~~Canada~~multiple ~~and~~ongoing ~~Mexico,~~investigations ~~and~~that ~~country-specific~~could ~~reciprocal~~lead to additional tariffs, are creating significant uncertainty and potential risks for our business. ~~These~~Certain of these actions have increased the cost of certain raw materials and components, impacting our cost of products sold, and have led to "pre-loading" of finished product inventories by foreign competitors. Pre-loading by competitors can delay expected positive impacts of tariffs on appliances and impact competitors’ go-to-market actions. These actions have also created significant uncertainty and potential risks for our business.

~~During~~In ~~the~~February ~~second quarter~~2026, ~~home~~the ~~appliance~~U.S. ~~imports~~Supreme ~~were~~Court ~~added~~issued asa ~~derivative~~decision ~~steel~~invalidating ~~products~~tariffs imposed under ~~Section~~the ~~232,~~International ~~effective~~Emergency ~~June~~Economic ~~23,~~Powers ~~2025~~Act ("IEEPA"). ~~This~~Subsequent ~~action,~~lower ~~coupled~~court ~~with~~rulings ~~other~~allow for recovery of IEEPA tariff amounts previously paid, although the timing and ~~trade~~administration ~~policy~~of ~~actions~~any ~~taken~~potential byIEEPA tariff refunds may be subject to further legal and regulatory developments. Subsequent to the U.S. Supreme Court's ruling, an executive order was issued imposing a new global tariff under Section 122.

44Also, in April 2026, Section 232 tariffs were modified so that global home appliance imports are subject to a 25% tariff on the product's full import value, effective April 6th. Home appliance imports were previously subject to a 50% tariff on the product's steel content value. This action, coupled with other tariff and trade policy actions taken by the U.S. government, is expected to help close long-standing loopholes and help support a level playing field for domestic producers.

While we continue to actively explore and implement opportunities to mitigate certain increased costs, as further set forth in "Risk Factors," there can be no guarantee that we will be able to fully offset the impact of these tariffs. The U.S. government may increase enforcement activity around tariffs and customs compliance, isincluding ~~expected~~evolving guidance, increased audits and more aggressive investigations, which could impact our mitigation strategies and lead to ~~help~~increased ~~close~~costs and legal risks. The imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries. The long-~~standing~~term ~~loopholes~~effects of these tariffs and ~~help~~any ~~support~~future trade policy changes on the global economy and our industry remain uncertain and could have a ~~level~~material ~~playing~~adverse ~~field~~effect ~~for~~on ~~domestic~~our ~~producers.~~financial statements in any particular reporting period.

~~While~~In weaddition ~~continue~~ to ~~actively~~existing ~~explore~~ and ~~implement~~potential ~~opportunities~~additional totariff ~~mitigate~~actions ~~certain~~by ~~increased~~the ~~costs~~U.S. government and retaliatory actions by others, asand ~~further~~certain ~~set~~additional ~~forth~~factors inbeyond ~~"Risk~~our ~~Factors~~control," ~~there~~including ~~can~~the beconflict noin ~~guarantee~~Iran, ~~that~~the weconflict ~~will~~in beUkraine ~~able~~and torelated ~~fully~~sanctions, ~~offset~~the Israel-Palestinian conflict, the Red Sea conflict and its impact ofon ~~these~~shipping ~~tariffs.~~and ~~Furthermore~~logistics, ~~the~~and ~~imposition~~government ofactions ~~retaliatory~~in ~~tariffs~~China, ~~from~~among other ~~countries~~factors, onwe ~~our~~expect ~~exported~~to ~~products~~continue ~~could~~to ~~negatively~~experience ~~affect~~the ~~our~~following ~~sales~~impacts: ~~and~~a ~~marketplace~~global ~~access~~shortage inof ~~those~~certain ~~countries.~~components, ~~The~~such ~~long-term~~as ~~effects~~semiconductors, ofraw ~~these~~material ~~tariffs~~ and ~~any~~input ~~future~~cost ~~trade~~inflation, ~~policy~~and ~~changes~~fluctuations onin ~~the~~logistics ~~global~~availability, ~~economy~~timing and costs. This could require us to modify our ~~industry~~current ~~remain~~business ~~uncertain~~practices, and could have a material adverse effect on our financial statements in any particular reporting period.

In addition to existing and potential additional tariff actions by the U.S. government and retaliatory actions by others, and certain additional factors beyond our control, including the conflict in Ukraine and related sanctions, the Israel-Palestinian conflict, the Red Sea conflict and its impact on shipping and logistics, and government actions in China, among other factors, we expect to continue to experience the following impacts: a global shortage of certain components, such as semiconductors, raw material and input cost inflation, and fluctuations in logistics availability, timing and costs. This could require us to modify our current business practices, and could have a material adverse effect on our financial statements in any particular reporting period.42


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our exposures to market risk since December 31, ~~2024~~2025.


ITEM 4.			CONTROLS AND PROCEDURES

(a)Evaluation of disclosure controls and procedures

Prior to filing this report, we completed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of ~~September~~March 3031, ~~2025~~2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~March 3031, ~~2025~~2026.

(b)Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4543


PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

Information regarding legal proceedings can be found in Note 6 to the Consolidated Condensed Financial Statements and is incorporated herein by reference. Pursuant to SEC regulation, the Company will use a threshold of $1 million for purposes of determining whether disclosure of certain environmental proceedings covered by the regulation is required.


ITEM 1A.			RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025, other than as set forth below.

~~Changes~~Our incredit ~~foreign~~ratings ~~trade~~were ~~policies~~downgraded ~~and~~below ~~other~~investment ~~factors~~grade ~~beyond~~in 2025 and our ~~control~~access ~~may~~to ~~adversely~~certain ~~impact~~types ~~our~~of ~~business~~financing and ~~financial~~borrowing ~~performance~~costs have been and may continue to be negatively impacted.

The current domestic and international political environment, including changes in administrations, government shutdowns and changes to trade laws, regulations and policies, including tariffs, sanctions, and import/export controls, has resulted in uncertainty surrounding the future state of the global economy. Many of our most significant competitors are foreign companies with varying global production footprints, and in an escalating global trade conflict, tariffs, sanctions or other trade policy actions by various governments could be favorable to our competitors.

The U.S. government recently implemented significant trade policy and tariff actions, including but not limited to tariffs on imported steel, aluminum and copper products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, and country-specific reciprocal tariffs. These actions have increased the cost of certain raw materials and components, have led to "pre-loading" of finished product inventories by foreign competitors in advance of tariff implementation, and created significant uncertainty and potential risks for our business. Pre-loading by competitors can delay expected positive impacts of tariffs on finished appliances and impact competitors’ go-to-market actions. Certain countries have announced retaliatory tariffs in response to such actions. We continue to take actions to mitigate the impact of tariffs and retaliatory tariffs on our business, including but not limited to component sourcing changes, supply chain modifications, product sourcing transitions, tariff refund claim monetization, addressing suspected tariff evasion by competitors, and executing broader cost-takeout goals. The U.S. government may in the future propose and implement additional changes to international trade agreements, tariffs, taxes, and other government rules and regulations and, if initiated, retaliatory tariffs or other actions may be taken by certain governments. While the future financial impact of these actions and potential additional U.S. tariff actions and retaliatory actions by other countries remains unknown, the impacts could have a material adverse effect on our financial statements in any particular reporting period.

Our credit ratings were recently downgraded below investment grade and our access to certain types of financing and borrowing costs have been and may continue to be negatively impacted.

Our costs of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short- and long-term credit ratings assigned to our debt by the major credit rating agencies. These ratings are based, in significant part, on our financial performance as measured by metrics such as profitability, interest coverage and leverage ratios, as well as economic conditions in the geographies in which we operate.

During the second quarter of 2025, Moody’s downgraded our senior unsecured debt rating to Ba1, with a negative outlook; in February 2026, Moody's downgraded our senior unsecured debt to Ba2 with a negative outlook. In 2025, S&P downgraded our unsecured debt rating to BB+, with a stable outlook., since revised to BB, with a negative; ~~and~~outlook. In 2025, Fitch downgraded our unsecured debt rating to BB+, with a negative outlook, and in March 2026 downgraded our unsecured debt rating to BB, with a negative outlook. As a result of these downgrades, our debt currently carries a non-investment-grade rating from each of Moody’s, S&P, and Fitch, which has partially reduced access to and increased the costs associated with accessing certain types of financing typically reserved for investment-grade companies (e.g., commercial paper).

46Our credit ratings are subject to periodic review by Moody’s, S&P, and Fitch, and may be subject to rating and periodic review by additional independent credit rating agencies in the future. Further developments or downgrades to our credit ratings, including any announcement that our ratings are under further review for an additional downgrade by any of the major credit rating agencies, could result in additional increased borrowing costs, and could adversely affect our liquidity, competitive position and access to the capital markets, which could have an adverse effect on our cash flow, results of operations and financial condition. While we amended our revolving credit facility with respect to the first quarter financial testing, further increased borrowing costs and/or reduced EBITDA performance could result in non-compliance with the interest coverage ratio in our credit facility or other financial covenants in any future credit facilities, which could further restrict our access to capital and increase costs associated with our financing activities.

~~Our~~Changes ~~credit~~in ~~ratings~~foreign ~~are~~trade ~~subject~~policies ~~to periodic review by Moody’s, S&P,~~ and ~~Fitch,~~other ~~and~~factors ~~may~~beyond ~~be subject to rating and periodic review by additional independent credit rating agencies in the future. Further developments or downgrades to~~ our ~~credit~~control ~~ratings,~~may including any announcement that our ratings are under further review for an additional downgrade by any of the major credit rating agencies, could result in additional increased borrowing costs, and could adversely ~~affect~~impact our ~~liquidity,~~business ~~competitive position~~ and ~~access to the capital markets, which could have an adverse effect on our cash flow, results of operations and~~ financial ~~condition. In addition, further increased borrowing costs and/or reduced EBITDA~~ performance ~~could result in non-compliance with the interest coverage ratio in our credit facilities, which could further restrict our access to capital and increase costs associated with our financing activities~~.

~~Please~~The ~~see~~current ~~Note~~domestic 5and international political environment, including government shutdowns and changes to ~~the~~trade ~~Consolidated~~laws, ~~Condensed~~regulations ~~Financial~~and ~~Statements~~policies, ~~for~~including atariffs, ~~summary~~sanctions, and export controls, has resulted in uncertainty surrounding the future state of the ~~ratings~~global ~~downgrade~~economy. Many of our most significant competitors are foreign companies with varying global production footprints, and ~~recent~~in ~~financing~~an ~~activities.~~escalating global trade conflict, tariffs, sanctions or other trade policy actions by various governments could be favorable to our competitors.

In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Subsequent lower court rulings allow for recovery of IEEPA tariff amounts previously paid, and we recognized approximately $50 million in tariff recovery and mitigation actions in Q1 2026. The timing and administration of IEEPA tariff refunds may be subject to further legal and regulatory developments. Subsequent to the U.S. Supreme Court’s ruling, an executive order was issued imposing a new global tariff under Section 122, and a subsequent executive order modified previously

implemented Section 232 tariffs so that global home appliance imports are now subject to a 25% tariff on the product’s full import value.

The U.S. government continues to implement and adjust significant trade policy and tariff actions, including but not limited to tariffs on imported steel, aluminum, and copper products, multiple tariffs on certain imports from China, global tariffs under Section 122, and multiple ongoing investigations that could lead to additional tariffs. These actions have increased the cost of certain raw materials and components, led to "pre-loading" of finished product inventories by foreign competitors in advance of tariff implementation, and created significant uncertainty and potential risks for our business. Pre-loading by competitors can delay expected positive impacts of tariffs on finished appliances and impact competitors’ go-to-market actions. The expectation of tariff refunds following the U.S. Supreme Court decision has incentivized and may incentivize further discounting or other go-to-market actions by competitors.

Certain countries have announced or may announce retaliatory tariffs in response to U.S. trade policy actions. We have taken actions to mitigate the impact of tariffs and retaliatory tariffs on our business, including but not limited to component sourcing changes, supply chain modifications, product sourcing transitions, tariff refund claim monetization, addressing suspected tariff evasion by competitors, and executing broader cost-takeout goals, and may continue to take such actions in the future. The U.S. government may increase enforcement activity around tariffs and customs compliance, including evolving guidance, increased audits and more aggressive investigations, which could impact our mitigation strategies and lead to increased costs and legal risks. The U.S. government may also propose and implement additional changes to international trade agreements, tariffs, taxes, and other government rules and regulations. While the future financial impact of these actions and potential additional U.S. tariff actions and retaliatory actions by other countries remains unknown, the impacts could have a material adverse effect on our financial statements in any particular reporting period.

The payment of cumulative dividends on our Preferred Stock may create liquidity risk to the Company and dividend payment and dilution risks to shareholders.

We depend, in part, on our ability to successfully access the capital and financial markets to fund our operations and contractual commitments. On February 27, 2026, we closed our Common Stock Offering and Depositary Shares Offering. Each depositary share represents a 1/20th interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”). We expect to require approximately $50 million annually for the payment of dividends on the outstanding shares of our Preferred Stock, through the mandatory conversion date of February 15, 2029. The Preferred Stock dividends, if declared, can be paid in cash, or subject to certain limitations, in shares of our common stock, or a combination of both. Any unpaid dividends will continue to accumulate. Any cumulative dividends that we choose to pay in cash will reduce our liquidity for operations and other capital allocation priorities, and any cumulative dividends that we choose to pay in shares of common stock will result in dilution to existing shareholders.

In addition, if we require additional capital to support our operations, pay off existing debt, address impacts to our business related to market developments, fund dividend payments or outstanding financing commitments or meet other business requirements, we may need to refinance or restructure our debt, reduce or delay capital investments, or issue equity, equity-linked or debt securities, and these activities could have terms that are unfavorable or could be dilutive. If we are unable to access the capital or financial markets at competitive rates, on terms acceptable to us or in sufficient amounts, or if we experience an increase in our borrowing costs or otherwise fail to manage our liquidity effectively, our business, financial position and results of operations could be materially adversely affected.

The issuance of stock in our Preferred Stock and Common Stock Offerings, and the possibility of the issuance of our common stock in the future, has and will cause dilution to the interests of our existing shareholders.

Unless earlier converted, each outstanding share of Preferred Stock will automatically convert on or about February 15, 2029, to shares of common stock, subject to customary anti-dilution adjustments. Collectively, these issuances or potential future issuances of common stock could be significant and will dilute the interests of our existing shareholders. The conversion of some or all of our shares of Preferred Stock, or the payment of dividends on our Preferred Stock in the form of common stock will dilute the ownership interest of the holders of our common stock.

Our common stock ranks junior to the Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.

Our common stock ranks junior to the Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs. This means that, unless accumulated dividends have been paid or set aside for payment on all the outstanding Preferred Stock through the most recently completed dividend period, no dividends may be declared or paid on our common stock subject to limited exceptions. Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Preferred Stock a liquidation preference equal to $1,000 per share plus accumulated and unpaid dividends.

The pending Private Placement of our common stock is subject to closing conditions, including shareholder and regulatory approvals, which may not be obtained on a timely basis or at all.

On February 24, 2026, we entered into a Private Placement Common Stock Purchase Agreement with Guangdong Whirlpool Electrical Appliances Co., Ltd, a wholly-owned subsidiary of Whirlpool (China) Co. Ltd. (“Whirlpool China”), for the sale of 434,782 shares of our common stock at a price per share of $69, for an aggregate purchase price of approximately $30 million (the “Private Placement”). The consummation of the Private Placement transaction is subject to several risks and uncertainties, including shareholder approval of the purchaser (which has been received), regulatory approvals, and potential unilateral delays. The issuance of these shares will result in dilution to our existing shareholders. If we are unable to complete the Private Placement transaction, we will not receive the $30 million in expected gross proceeds, which could negatively impact our liquidity position and our ability to execute our long-term commercial strategy.

We are negotiating an asset-based revolving credit facility that may limit our operational flexibility or restrict our ability to prioritize strategic initiatives.

We are currently negotiating a senior secured asset-based revolving credit facility (the "ABL Facility") to replace our current unsecured revolving credit facility, and expect to enter into the ABL Facility in the second quarter of 2026. We expect that the ABL Facility will impose certain operating and financial restrictions on us, and these restrictions may limit our ability, and the ability of our subsidiaries, to engage in certain financial arrangements in the future. Furthermore, the "borrowing base" nature of the ABL Facility means our access to liquidity fluctuates based on the value of our eligible collateral. If the value of such collateral declines, our borrowing capacity may be reduced in line with the collateral changes. This lack of flexibility could hinder our ability to react to changes in our industry, withstand a downturn in our business, or take advantage of significant business opportunities.


ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 19, 2021, our Board of Directors authorized a share repurchase program of up to $2 billion, which has no expiration date. On February 14, 2022, the Board of Directors authorized an additional $2 billion in share repurchases under the Company's ongoing share repurchase program. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we did not repurchase any shares under the program. At ~~September~~March 3031, ~~2025~~2026, there were approximately $2.5 billion in remaining funds authorized under this program.

The following table summarizes repurchases of Whirlpool's common stock in the three months ended ~~September~~March 3031, ~~2025~~2026:

Period (Millions of dollars, except number and price per share)	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
July 1, 2025 through July 31, 2025	—		—	$	2,537
August 1, 2025 through August 31, 2025	—		—	2,537
September 1, 2025 through September 30, 2025	—		—	2,537
Total	—		—


Period (Millions of dollars, except number and price per share)	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
January 1, 2026 through January 31, 2026	—	$	—	—	$	2,537
February 1, 2026 through February 28, 2026	—	$	—	—	$	2,537
March 1, 2026 through March 31, 2026	—	$	—	—	$	2,537
Total	—	$	—	—

Share repurchases are made from time to time on the open market as conditions warrant. The program does not obligate us to repurchase any of our shares and has no expiration date.


ITEM 3.			DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.			MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.			OTHER INFORMATION

~~None~~On May 1, 2026, the Company, Whirlpool Europe B.V., and Whirlpool Canada Holding Co. (collectively, the “Borrowers”), entered into Amendment No. 1 (the “Amendment”) to the Fifth Amended and Restated Long-Term Credit Agreement, dated as of May 3, 2022 (as amended, the “Credit Agreement”), among the Borrowers, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment, among other things, removed the obligation for Whirlpool to maintain an interest coverage ratio of greater than or equal to 3.00 to 1.00 for the fiscal quarter ended March 31, 2026 and reduced the aggregate of the commitments of all Lenders thereunder from $3.5 billion to $2.25 billion. The Amendment also provides for an event of default under the Credit Agreement if the Borrowers fail to, among other things, repay all outstanding obligations and terminate all commitments to Lenders under the Credit Agreement prior to July 1, 2026.

As disclosed earlier, the Company is currently negotiating a senior secured asset-based revolving credit facility (the "ABL Facility") to replace the Credit Agreement, and expects to enter into the ABL Facility in the second quarter of 2026.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.


ITEM 6.			EXHIBITS

Exhibit 3.1			Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective February 27, 2026 [Incorporated by reference from Exhibit 3.1 to the Company's Form 8-K (Commission file number 1-3932) filed on February 27, 2026]
Exhibit 4.1			Form of Certificate for the 8.50% Series A Mandatory Convertible Preferred Stock [Incorporated by reference from Exhibit 4.1 to the Company's 8-K (Commission file number 1-3932) filed on February 27, 2026]
Exhibit 4.2			Deposit Agreement, dated as of February 27, 2026, among Whirlpool Corporation, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as Depositary, and the holders from time to time of the depositary receipts described therein [Incorporated by reference from Exhibit 4.2 to the Company's Form 8-K (Commission file number 1-3932) filed on February 27, 2026]
Exhibit 4.3			Form of Depositary Receipt for the Depositary Shares [Incorporated by reference from Exhibit 4.3 to the Company's Form 8-K (Commission file number 1-3932) filed on February 27, 2026]
Exhibit 10.1*			Memorandum of Understanding dated December 28, 2025 by and between the Company and Juan Carlos Puente, as ratified by the Human Resources Committee of the Board on March 12, 2026 (Z)
Exhibit 10.2*			Amendment No. 1 dated effective May 1, 2026 to Fifth Amended and Restated Credit Agreement, among Whirlpool Corporation, the other borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent
Exhibit 10.3			Waiver and Release Agreement executed March 30, 2026 by and between the Company and James Peters (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 1, 2026]
Exhibit 10.4			Waiver and Release Agreement executed March 31, 2026 by and between the Company and Alessandro Perucchetti (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 3, 2026]
Exhibit 31.1			Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2			Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1			Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed Herewith

(Z) Management contract or compensatory plan or arrangement

SIGNATURES

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, thereunto duly authorized.

WHIRLPOOL CORPORATION

(Registrant)

By:

/s/ ~~JAMES~~ROXANNE WL. ~~PETERS~~WARNER

Name:

~~James~~Roxanne WL. ~~Peters~~Warner

Title:

Executive Vice Presidentand Chief Financial ~~and Administrative~~ Officer

Date:

~~October~~May 287, ~~2025~~2026

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