UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): ~~February~~March 283, 2022

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Welbilt, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	1-37548	47-4625716
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2227 Welbilt Boulevard, New Port Richey, Florida 34655

(Address of principal executive offices) (ZIP code)

(727) 375-7010

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.01 par value

WBT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 21.0201. ~~Results~~ Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Conditions~~Agreement.

On ~~February~~March 283, 2022, Welbilt, Inc., ~~issued~~a Delaware corporation (the “Company”), entered into a ~~press~~Purchase ~~release~~Agreement ~~announcing~~(the ~~its~~“Purchase ~~financial~~Agreement”) ~~results~~with ~~for~~Pentair Commercial Ice LLC, a Delaware limited liability company (the ~~quarter~~“Buyer”), and ~~year~~Pentair ~~ended~~plc, ~~December 31~~an Irish public limited company. Upon the terms and subject to the conditions set forth in the Purchase Agreement, ~~2021~~the Company agreed to sell and assign to Buyer or its designee certain assets, equity interests, rights, properties and liabilities comprising the Company’s Manitowoc Ice business for a purchase price of $1. 6 billion (the “Transaction”), subject to certain adjustments. The ~~full~~Purchase ~~text~~Agreement contains customary representations, warranties and covenants of the ~~press~~parties ~~release~~thereto. The completion of the Transaction is ~~furnished~~subject ~~herewith~~to asthe ~~Exhibit 99.1~~satisfaction or waiver of customary closing conditions, including (i) receipt of applicable regulatory approvals, and is(ii) ~~incorporated~~the ~~herein~~substantially byconcurrent ~~reference~~closing of the previously announced Agreement and Plan of Merger pursuant to which the Company has agreed to merge with a subsidiary of Ali Holding S.r.l. (“Ali”), becoming a wholly owned subsidiary of Ali.

~~The information furnished pursuant to~~ Item ~~2.02 of this Current Report on Form~~ 8~~-K, including Exhibit 99~~.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing01. Other Events

~~Item~~On 9March 3, 2022, the Company issued a press release in connection with the announcement of the Transaction.~~01. Financial~~ ~~Statements~~A copy of the press release is attached hereto as Exhibit 99.1 and ~~Exhibits~~is incorporated by reference herein.

(d) Exhibit

ExhibitNo.						Description
99.1						Press Release dated ~~February~~March 283, ~~2021~~2022, ~~regarding~~issued ~~the~~by ~~earnings of~~ Welbilt, Inc. ~~for the quarter and year ended December 31, 2021.~~
101						Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline Extensible Business Reporting Language ("iXBRL")
104						Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101)

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 hereunto duly authorized.

	WELBILT, INC.
Date: February 28, 2022	By:	/s/ Martin D. Agard
Date: March 3, 2022	By:	/s/ Martin D. Agard
		Martin D. Agard
		Executive Vice President and Chief Financial Officer

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