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): ~~March~~April 321, 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 15.~~01. Entry~~02 Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On ~~March 3~~April 21, 2022, ~~Welbilt,~~the ~~Inc.,~~Compensation aCommittee ~~Delaware~~of ~~corporation (~~the ~~“Company”),~~Board ~~entered~~of ~~into~~Directors aof ~~Purchase~~Welbilt, ~~Agreement~~Inc. (the “~~Purchase Agreement~~Company”) ~~with~~approved ~~Pentair Commercial Ice LLC,~~ a ~~Delaware~~special ~~limited~~cash ~~liability~~bonus ~~company~~arrangement (the “~~Buyer~~Transaction Bonus”), ~~and~~for ~~Pentair~~Jennifer ~~plc~~Gudenkauf, anthe ~~Irish~~Company’s ~~public~~Executive ~~limited~~Vice ~~company.~~President ~~Upon the terms~~ and ~~subject~~Chief toHuman ~~the~~Resource ~~conditions~~Officer. ~~set~~The ~~forth~~Transaction inBonus ~~the~~is ~~Purchase Agreement, the Company agreed~~ to ~~sell~~be ~~and~~paid ~~assign~~in tocash ~~Buyer~~within or30 ~~its~~days ~~designee certain assets~~after, ~~equity~~and ~~interests,~~contingent ~~rights~~upon, ~~properties~~the ~~and~~closing ~~liabilities~~of ~~comprising~~the sale of the Company’s Manitowoc Ice ~~business~~division. ~~for~~Payment ~~a purchase price~~ of ~~$1.6 billion (~~the “Transaction~~”),~~ ~~subject~~Bonus tois ~~certain~~contingent ~~adjustments~~on Ms. ~~The~~Gudenkauf’s ~~Purchase~~continued ~~Agreement~~employment ~~contains~~through ~~customary~~the ~~representations,~~closing ~~warranties and covenants~~ of the ~~parties~~sale, ~~thereto.~~unless ~~The~~she ~~completion~~is ofterminated ~~the~~without ~~Transaction~~cause isor ~~subject~~resigns tofor ~~the~~good ~~satisfaction~~reason. orThe ~~waiver~~amount of ~~customary~~the ~~closing~~cash ~~conditions,~~bonus ~~including~~will ~~(i)~~depend ~~receipt~~on ofthe ~~applicable~~purchase ~~regulatory~~price ~~approvals,~~ and ~~(ii)~~will ~~the~~range ~~substantially~~between ~~concurrent~~$25,000 ~~closing~~(if ofa ~~the~~minimum ~~previously~~threshold ~~announced~~is ~~Agreement~~achieved) and ~~Plan~~$250,000. ofThe ~~Merger~~Transaction ~~pursuant~~Bonus tois ~~which~~also ~~the~~contingent ~~Company~~on ~~has~~the ~~agreed~~execution toby ~~merge~~Ms. ~~with~~Gudenkauf ~~a subsidiary~~ of ~~Ali~~a ~~Holding~~transaction ~~S.r.l.~~bonus ~~(“Ali”)~~agreement, ~~becoming~~which awill ~~wholly~~contain ~~owned~~detailed ~~subsidiary~~terms and conditions of ~~Ali.~~the grant.

Item 8.01. Other Events

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

(d) Exhibit

ExhibitNo.						Description
99.1						Press Release dated March 3, 2022, issued by Welbilt, Inc.
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: March 3, 2022	By:	/s/ Martin D. Agard
Date: April 25, 2022	By:	/s/ Joel H. Horn
		Martin D. Agard
		Joel H. Horn
		Executive Vice President and Chief Financial Officer
		Executive Vice President, General Counsel and Corporate Secretary

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