WHIRLPOOL CORP /DE/ 8-K

What Happened

• Whirlpool Corporation announced and closed upsized public offerings of common stock and depositary shares in late February 2026. The Company entered underwriting agreements on February 24, 2026, and closed both offerings on February 27, 2026. U.S. counsel Kirkland & Ellis issued legal opinions related to both offerings.
• The common stock offering consisted of 6,884,057 shares, and the underwriters’ 30‑day option to purchase an additional 1,014,493 shares was exercised in full. The depositary shares offering consisted of 10,500,000 depositary shares (each representing a 1/20th interest in one share of 8.50% Series A Mandatory Convertible Preferred Stock), and the over‑allotment option for 1,000,000 depositary shares was exercised in full. The Company filed a Certificate of Designations for the Preferred Stock (effective February 27, 2026) and entered a deposit agreement with Computershare.

Key Details

• Common shares sold: 6,884,057; additional option exercised: 1,014,493 shares. Closed: Feb 27, 2026.
• Depositary shares sold: 10,500,000; additional over‑allotment exercised: 1,000,000. Each depositary share = 1/20th of one Preferred share.
• Preferred terms: 8.50% annual dividend on $1,000 liquidation preference per preferred share; dividends payable quarterly beginning May 15, 2026 through Feb 15, 2029 (when mandatory conversion occurs).
• Conversion: Unless earlier converted, each Preferred will automatically convert on or about Feb 15, 2029 into between 12.3340 and 14.4920 shares of Common Stock (each depositary share converts into 0.6167–0.7246 common shares). Liquidation preference is $1,000 plus accrued unpaid dividends.

Why It Matters

• Dilution and capital structure: The offerings increase outstanding common-equivalent shares now and could materially increase common shares upon mandatory conversion in 2029, which investors should monitor for dilution to existing common shareholders.
• Cash flow and dividends: The Preferred accrues an 8.50% dividend (cash or, subject to limits, common stock), and while any Preferred remains outstanding customary limits apply to dividends, redemptions or repurchases of common stock—potentially affecting returns to common shareholders and corporate flexibility.
• Governance and rights: The Certificate of Designations establishes the Preferred’s liquidation, dividend and conversion rights; depositary shares convey proportional rights under the deposit agreement. Investors should review the prospectus supplements and company press releases for pricing, use of proceeds and market impacts.