WHR 10-K & 10-Q changes, risk factors and insider trading

This report contains statements referring to Whirlpool that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "determine," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "may affect," “guaranteeguarantee,”, “seekseek,” "would," "committed," "undertake," "target," and the negative of these words and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or merger, or our businesses. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements.

Each of our operating segments operates in a highly competitive business environment and faces intense competition from a significant number of competitors, many of which have strong consumer brand equity. Several of these competitors, such as those set forth in the Business section of this Annual Report on Form 10-K, are large, well-established companies, ranking among the Global Fortune 500. We also face competition that may be able to quickly adapt to changing consumer preferences, particularly in the connected appliance space,and direct-to-consumer spaces, or may be able to adapt more quickly to changes brought about by supply chain constraints, inflationary pressures, currency fluctuations, trade laws and tariffs, geopolitical uncertainty, epidemics or pandemics, increased interest rates or other factors. Moreover, our customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices, and which have and may in the future merge, consolidate, form alliances or further increase their relative purchasing scale. Competition in the global appliance industry is based on a number of factors including selling price, product features and design, consumer preference, performance, innovation, reputation, energy efficiency, service, quality, cost, distribution, and financial incentives, such as promotional funds, sales incentives, volume rebates and terms. Many of our competitors are increasingly expanding beyond their existing manufacturing footprints. Our competitors, especially global competitors with low-cost sources of supply, vertically integrated business models and/or highly protected home countries outside the United States (U.S.), have aggressively priced their products and/or introduced new products to increase market share and expand into new geographies. Many of our competitors have established and may expand their presence in the rapidly changing retail environment, including the continued shift of consumer purchasing practices towards e-commerce and other channels, and the increasing global prevalence of direct-to-consumer sales models. In addition, technological innovation is a significant competitive factor for our products, as consumers continually look for new product features that save time, effort, water and energy. We may further be exposed to competitive risks related to the adoption and application of new technologies by established participants or new entrants, and competitive risks from uncertainty driven by changes to trade laws, regulations and policies, including tariffs, sanctions, and import/export controls. If we are unable to successfully compete in this highly competitive environment, our business and financial performance could be adversely affected.

We sell to a sophisticated customer base of large trade customers, including large domestic and international trade customers, that have significant leverage as buyers over their suppliers. Most of our products are not sold through long-term contracts, allowing trade customers to change volume among suppliers like us. As the trade customers continue to become larger through merger, consolidation or organic growth, they have sought and may seek to use their position to improve their profitability by various means, including improved efficiency, lower pricing, and increased promotional programs. As has occurred in the past, if we are unable to meet their demand requirements, our volume growth and financial results could be adversely affected. We also continue to pursue direct-to-consumer sales globally, including the launch of direct-to-consumer sales on most of our brand websites in recent years, which may impact our relationships with existing trade customers. The loss or substantial decline in volume of sales to our key trade customers, major buying groups, builders, or any other trade customers to which we sell a significant amount of products, has adversely affected and in the future could adversely affect our financial performance. Additionally, the loss of share with these trade customers, or financial difficulties, including bankruptcy and financial restructuring, by these trade customers could have a material adverse effect on our financial statements.

In addition, our success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media environment, including an ever-increasing reliance on social media and online dissemination of advertising campaigns. Inaccurate or negative posts, comments or reviews have been and may continue to be made about us or our products on social media and other websites that can spread rapidly through such forums, which could seriously damage our reputation and brand image. Implementation of generative, agentic and other forms of artificial intelligence (“AI”) into our business and products poses risks, such as the misuse of such AI by personnel or vendors, or unintended consequences of such AI, that have and could result in reputational harm. If we do not protect, maintain, extend and expand our brand image, then our financial statements could be materially and adversely affected.

The highly competitive nature of our industry requires that we effectively execute and manage our business objectives, including key strategic priorities and initiatives. In 2022, we announced a strategic portfolio transformation initiative with a goal of focusing our portfolio on higher-growth, higher-margin businesses. Since that time, we have divested our operations in Russia and the Middle East and North Africa (MENA), contributed our Europe major appliance business to a newly formed entity with Arcelik (“Beko Europe”), acquired InSinkErator, and increasedreduced our equity stake in Whirlpool India’sIndia ownershipto inless Elicathan PBa India.majority. We also resegmented our operating segments to provide more information on our small domestic appliance business, and undertook a reorganization of our salaried workforce focused on efficiency and empowering our business units.

The successful implementation of the initiative has and may in the future present challenges and we may not be able to fully realize all of the anticipated benefits from the initiative. Events and circumstances, such as financial or strategic difficulties, organizational and people transitions, delays and unexpected costs may occur that could result in the Company not realizing all of the anticipated benefits or the Company not realizing such benefits on our expected timetable. If we are unable to fully realize the anticipated benefits from our portfolio transformation, including increased profitability driven by higher-growth, higher-margin businesses, our ability to fund other initiatives may be adversely affected. The failure to successfully implement successfully this or our other important strategic initiatives may materially adversely affect our operating results, financial condition and liquidity.

In 2024, as part of our organizational model, we introduced Accelerator Centers of Excellence, a more refined Strategic Center and Business Unit Services. During 2025, we will further evolveevolved our business services model, transitioning certain functional processes to a third-party provider. The reliance on external providers may increase the risk of service disruptions, data breaches, or non-compliance with regulatory requirements. Standardized processes may lead to a lack of flexibility, making it harder to respond to specific business unit needs. Additionally, inconsistent oversight of third-party operations could compromise the accuracy and integrity of financial reporting, while diminished internal control over key functions could result in errors, fraud, or regulatory penalties.

Our success is dependent on anticipating and appropriately reacting to changes in consumer preferences, including the shifting of consumer purchasing practices towards e-commerce, direct-to-consumer and other channels, and on successful new product development, including in the eco-efficiency space, the connected appliance space and the digital space, and process development and product relaunches in response to such changes. In addition, the adoption of generative artificial intelligence ("AI") technologies may bring challenges in terms of disruption to both our business model and our existing technology and products. We may further be exposed to competitive risks related to the adoption and application of new technologies by established participants or new entrants, and others. The speed of technological development may prove disruptive if we are unable to maintain the pace of innovation. To compete effectively we must also be responsive to technological change, potential regulatory developments, and public scrutiny. Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key product categories and geographic regions and upon our ability to successfully and timely identify, develop, manufacture, market, and sell new or improved products in these changing environments.

We have applied for intellectual property protection in the U.S. and other key jurisdictions with respect to certain innovations and new products, design patents, product features, and processes. We cannot be assured that the U.S. Patent and Trademark Office or any similar authority in other jurisdictions will approve any of our patent applications. Our intellectual property has been subject to infringement by certain parties in the past and we may experience such infringement in the future. We have also sought and are seeking to enforce our intellectual property rights through litigation against parties that we believe are infringing on certain of our patents and trademarks, and we may be unsuccessful in such litigation or, if successful, the outcome of such litigation may be inadequate to redress the infringement at issue. Additionally, the patents we own could be challenged or invalidated, others could design around our patents or the patents may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, the laws of certain foreign countries in which we do business do not recognize intellectual property rights or protect them to the same extent as U.S. law. These factors could weaken our competitive advantage with respect to our products, services, and brands in foreign jurisdictions, which could adversely affect our financial performance.Moreover,performance. Moreover, while we do not believe that any of our products infringe on enforceable intellectual property rights of third parties, others have in the past and may in the future assert intellectual property rights that cover some of our technology, brands, products, or services. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Claims of intellectual property infringement might also require us to enter into costly license agreements or modify our products or services. We also may be subject to significant damages, injunctions against the development and sale of certain products or services, or limited in the use of our brands.Inbrands. In addition, advances in and growing adoption of AI technology may exacerbate intellectual property risks, including the risk that existing intellectual property laws and rights may not provide adequate protection given advances in AI technology. AI may also increase the risk of inadvertent disclosure of Whirlpool's trade secrets and other confidential information as well as the risk that Whirlpool inadvertently infringes upon others' intellectual property rights.

From time to time, we make strategic divestitures, acquisitions, investments and participate in joint ventures. For example, in 2021, we divested our majority interest in Whirlpool China (formerly Hefei Sanyo), and in 2022, we divested our operations in Russia and acquired our InSinkErator business from Emerson Electric Co. In April 2024, we closed the sale of our MENA major domestic appliance business and also contributed our European major domestic appliance business to Beko Europe, while retaining a 25% interest in Beko Europe. In 2025 we completed a share sale to lower our equity stake in Whirlpool India below a majority of Whirlpool India’s outstanding shares. These transactions, and other transactions that we have entered into or which we may enter into in the future, involve significant challenges and risks, including that the transaction does not advance our business strategy or fails to produce a satisfactory return on our investment. We have encountered and may encounter difficulties in integrating acquisitions with our operations, separating divested businesses from our operations, undertaking post-acquisition restructuring activities, applying our internal control processes to these acquisitions, managing strategic investments, and in overseeing the operations, systems, and controls of acquired companies. We have also experienced and may in the future experience entity governance and management difficulties where we hold only a minority, as is the case with Whirlpool India, Beko Europe and Whirlpool China, or simple majority equity ownership position. Integrating acquisitions and carving out divestitures is often costly, may be dilutive to earnings and may require significant attention from management. There might also be differing or inadequate cybersecurity and data protection controls, which could impact our exposure to data security incidents and potentially increase anticipated costs or time to integrate the business, as well as inadequate protection and/or unauthorized usage of our intellectual property. We also have and may in the future enter into agreements with certain affiliated entities where we do not hold a majority interest, which may introduce antitrust, product liability, intellectual property, and sourcing risk, among others. In addition, our ability to apply our internal controls and compliance policies to our minority interest investments is limited and can expose us to additional financial and reputational risks. Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction.

While our evaluation of any potential transaction includes business, legal, regulatory and financial due diligence with the goal of identifying and evaluating the material risks involved, our due diligence reviews have not always or consistently identified and may not always or consistently in the future identify all of the issues necessary to accurately estimate and address the cost, time and potential loss contingencies of a particular transaction, including potential exposure to regulatory actions and other potential compliance-related liabilities resulting from an acquisition target's previous activities, costs associated with any quality issues with an acquisition target's legacy products or difficulties and costs associated with obtaining necessary regulatory approvals. In addition, certain liabilities have in the past and may be in the future retained by Whirlpool when closing a facility, divesting an entity or selling physical assets, and certain of these retained liabilities have been material in the past and may be in the future. For example, we agreed to retain certain liabilities relating to legacy EMEA legal matters (see Note 7) in connection with the MENA sale and EuropeEuropean contribution transactionstransaction which closed in April 2024. In addition, changes to the U.S. and foreign regulatory approval process and requirements in connection with an acquisition have caused and may cause approvals to take longer than anticipated to obtain, not be forthcoming or contain burdensome conditions, which may jeopardize, delay or reduce the anticipated benefits of the transaction to us and could impede the execution of our business strategy.

Our operations and those of our suppliers are subject to disruption for a variety of unexpected reasons, including, but not limited to, sudden changes in business conditions, plant shutdowns or slowdowns, transportation delays due to port delays or any disruption on the supply chain, work stoppages, epidemics and pandemics, labor shortages, labor relations, global geopolitical instability, foreign conflict or country invasion, price inflation, governmental regulatory and enforcement actions, including with respect to trade and tariffs, intellectual property claims against suppliers, disputes with suppliers, distributors or transportation providers, financial issues such as supplier bankruptcy, information technology failures, hazards such as fire, earthquakes, flooding, or other natural disasters, including due to climate change, and increased homeland security requirements in the U.S. and other countries. For example, we have in the past and may in the future be significantly impacted by supply chain issues, due to factors largely beyond our control, including a global shortage of certain components, such as select semiconductors, a strain on raw materials and input cost inflation. These issues have delayed and could in the future delay importation and increase the cost of products and/or components or require us to locate alternative providers to avoid disruption to customers. These alternatives have not always been and in the future may not be available on short notice and have in the past and in the future could result in higher transit costs and stock availability, which could have an adverse impact on our business and financial statements. We also have in the past and may in the future experience significant quality issues with certain materials or components sourced from one or more suppliers, and we may be unable to fully recover from the supplier for such defects. Such quality issues could have a significant adverse impact on our financial statements. Additionally, we are subject to our suppliers’ capabilities to accurately forecast and manage their production and supply chains and consistently supply us with parts and raw materials, which can impact our operations given the combination of potential issues including sourcing thousands of parts globally from numerous suppliers in multiple countries.

Insurance for certain disruptions may not be available, affordable or adequate. The effects of climate change, including extreme weather events, long-term changes in temperature levels and water availabilityscarcity may exacerbate these risks. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products. Any significant supply chain disruption for the reasons stated above or otherwise could have a material adverse impact on our financial statements.

•Changes in diplomatic and trade relationships, including sanctionssanctions, export controls, and related regulations resulting from the current political situation in countries in which we do business, and potential changes to the United States-Mexico-Canada Agreement (USMCA) and other trade agreements;

•Imposition of tariffs and other trade barriersbarriers, as further set forth above;

•Managing widespread operations and enforcing internal policies and procedures such as compliance with U.S. and foreign anti-bribery, anti-corruption regulations, and anti-money laundering regulations, such as the U.S. Foreign Corrupt Practices Act (FCPA), U.K. Bribery Act, and antitrust and fair competition laws;

•Various U.S. and non-U.S. laws and regulations specific to and/or focused on requirements to ensureprohibit the non-useuse of forced labor and child labor within our supply chain, as well as compliance with various applicable human rights laws and regulations.

Terrorist attacks, cyber events, armed conflicts (including the war in Ukraine discussed elsewhere in Risk Factors and other global conflicts), bank failures, civil unrest, espionage, natural disasters, governmental actions, epidemics and pandemics have and could affect our domestic and international sales, disrupt our supply chain, and impair our ability to produce and deliver our products. Many of such events have impacted and could directly impact our physical facilities or those of our suppliers or customers.customers, and could materially and adversely impact our business.

Our information systems, or those of our third-party service providers, have been in the past and could be in the future impacted by malicious activity of threat actors intent on extracting or corrupting information or disrupting business processes, or by unintentional data-compromising activities by our employees or service providers. The use of generative AI technologies could lead to the unauthorized disclosure of sensitive, proprietary, or confidential information, inadvertent infringement of intellectual property owned by third parties, and could lead to new potential cyberattack methods for third parties.

Unauthorized access has in the past and could in the future disrupt our business, result in the loss of assets, expose the company to potential litigation and/or regulatory liability, and adversely affect our reputation. Cyber attacks are becoming more sophisticated and include ransomware attacks, attempts to gain unauthorized access to data, social engineering and other security breaches that have in the past and could in the future lead to disruptions in availability of critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. Our growth in the areas of direct-to-consumer sales and connected appliances (the "Internet of Things"), and; increasingly advanced data processing capabilities, accompanied by increasing handling of consumer information; and evolving AI technologies, has increased these risks. These events have in the past and could in the future impact our customers, consumers, employees, third parties and reputation and have in the past and could in the future lead to financial losses from remediation actions, loss of business or potential litigation or regulatory liability or an increase in expenses. While we have not yet experienced any material impacts from a cyber attack, any one or more future cyber attacks could have a material adverse effect on our financial statements. Further, market dynamics are increasingly driving heightened cybersecurity protections and mandating cybersecurity standards in our products, and we may incur additional costs to address these increased risks and to comply with such demands.

We regularly engage in investigations of potential quality and safety issues as part of our ongoing effort to deliver quality products to our customers. We are currently investigating certain potential quality and safety issues globally, and as appropriate, we undertake to effect repair or replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted. The actual costs incurred as a result of any futuresuch issues could have a material adverse effect on our financial statements.statements, and to the extent that one or more suppliers are responsible for such issues, we may be unable to fully recover such amounts from the supplier.

We face impairment risk related to our assets. We have a substantial amount of goodwill and indefinite-lived intangible assets, primarily trademarks, on our balance sheet. We test the goodwill and intangible assets for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, earnings before interest and taxes (EBIT) margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, royalty rates, benefits associated with a taxable transaction and synergies available to market participants. Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units or declines in projected revenue for our trademarks, a decline in our share price for a sustained period of time, an increase in the market-based weighted average cost of capital or a decrease in royalty rates, among other factors, are indicators that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable. In 2025, we recorded a $106 million impairment for the JennAir trade name, and in 2024, we recorded a $381 million impairment for the Maytag trade name. In addition, our long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. We also write down product and component inventories that have become obsolete or do not meet anticipated demand or net realizable value. No assurance can be given that, given the unpredictable pace of product obsolescence and business conditions with trade customers and in general, we will not incur additional inventory related charges. We may in the future be required to record an asset impairment charge that, if incurred, could have a material adverse effect on our financial statements.

As of December 31, 2024,2025, our projected benefit obligations under our pension plans and postretirement health and welfare benefit programs exceeded the fair value of plan assets by an aggregate of approximately $241$0.2 million,billion, including $131$0.1 millionbillion of which was attributable to pension plans and $110$0.1 millionbillion of which was attributable to postretirement health care benefits. Estimates for the amount and timing of the future funding obligations of these pension plans and postretirement health and welfare benefit plans are based on various assumptions, including discount rates, expected long-term rate of return on plan assets, life expectancies and health care cost trend rates. These assumptions are subject to change based on changes in interest rates on high quality bonds, stock and bond market returns, health care cost trend rates and regulatory changes, all of which are largely outside our control. Significant differences in results or significant changes in assumptions may materially affect our postretirement obligations and related future contributions and expenses.

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 2024, we received credit ratings downgrades by three major credit rating agencies. A further downgrade of our credit rating by any of the major credit rating agencies could result in increased borrowing costs and could adversely affect our liquidity, competitive position and access to the capital markets, including restricting, in whole or in part, access to the commercial paper market. An inability to access the capital markets could have an adverse effect on our cash flow, results of operations and financial condition.

We are subject to various federal, foreign and state laws, including antitrust and product-related laws and regulations, violations of which can involve civil or criminal sanctions. Responding to governmental investigations or other actions may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations. For example, the second part of a French Competition Authority investigation, which is focused primarily on manufacturer interactions with retailers, is expected to be completed in 2025 with final payment to the authority (see Note 7 to the Consolidated Financial Statements). The impact of these and other investigations and lawsuits could have a material adverse effect on our financial statements and harm our reputation.

The conduct of our businesses, and the production, distribution, sale, advertising, labeling, safety, transportation and use of many of our products, are subject to various laws and regulations administered by federal, state and local governmental agencies in the U. S., as well as to foreign laws and regulations administered by government entities and agencies in countries in which we operate. Compliance with these regulations may require us to, among other things, change our manufacturing processes or product offerings, or undertake other costly activities. In addition, we operate in an environment in which there are different and potentially conflicting data privacy and data protection laws in effect in the various U.S. states and foreign jurisdictions in which we operate and we must understand and comply with each law and standard in each of these jurisdictions. For example, the European Union’s General Data Protection Regulation, the California Consumer Privacy Act and the Brazilian General Data Protection Law, and various other privacy and data protection laws that have been passed or are pending in other states and countries collectively impose or will impose new regulatory data privacy and protection standards with which we must comply. These expanding privacy and data protection laws may affect our collection, processing, and cross-border transfer of consumer information and other personal data, such as in connection with our growth in the areas of direct-to-consumer sales, Internet of Things, and the digital space. Some of the laws allow for significant fines, reaching several percentage points of global corporate revenues or more. In addition, the regulatory landscape surrounding AI is rapidly evolving. Our usage of AI and the usage of AI by our vendors could be subjected to evolving legal requirements, compliance issues, and enhanced regulatory scrutiny. These laws and regulations may change, sometimes dramatically, as a result of political, economic or social events. Changes in laws, regulations or governmental policy and the related interpretations may alter the environment in which we do business and may impact our results or increase our costs or liabilities. Additionally, we could be subjected to future liabilities, fines or penalties or the suspension of production for failing to comply, or being alleged as failing to comply, with various laws and regulations, including environmental regulations. In addition, the EU has enacted, and other jurisdictions are considering, regulatory frameworks for generative AI that implicate data protection laws.

Additionally, as a global company headquartered in the U.S., we are exposed to the impact of U.S. and global tax changes, especially those that affect our effective corporate income tax rate and various non-income taxes that impact our business operations.operations, such as the recently enacted One Big Beautiful Bill Act. It is possible that the U.S. or another jurisdiction could enact tax legislation in the future that could have a material impact on our tax rate, our operations or both. For additional information about our consolidated tax provision, see Note 14 to the Consolidated Financial Statements.

The current domestic and international political environment, including changes in administrations, government shutdownsshutdowns, 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 companies,production footprints, and in an escalating global trade conflict or the imposition ofconflict, tariffs, sanctions or other trade restrictionspolicy theiractions respectiveby various governments maycould impose regulations or policies that arebe favorable to our competitors. The U.S. federal government has proposed and implemented and 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. These regulatory or policy changes could adversely impact our business and financial performance.

The impact of climate change and climate change or other environmentalenvironmental-related regulation may adversely impact our business.

Increasingly,We have set various sustainability goals, including emission reduction targets with the Science Based Targets initiative (SBTi) . These targets could prove more costly or difficult to achieve than we expect, and we may be unable to achieve them at all. Failure to achieve our sustainability goals could result in negative publicity and adversely affect our reputation. Additionally, different stakeholder groups have divergent views on sustainability and ESG matters, which increases the risk that any action or lack thereof with respect toour sustainability or ESG mattersmeasures will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. Anti-ESG sentiment has gained some momentum across the U.S., with several states having enacted or proposed "anti-ESG" policies or legislation.stakeholders. If we do not successfully manage ESG-related expectations across stakeholders, it could erode stakeholder trust, impact our reputation and adversely affect our business.

Uncertainty about future economic and industry conditions also makes it more challenging for us to forecast our operating results, make business decisions, and identify and prioritize the risks that may adversely affect our businesses, sources and uses of cash, financial condition and results of operations. We may be required to implement additional cost reduction efforts, including restructuring activities, which may adversely affect our ability to capitalize on opportunities in a market recovery. In addition, our operations are subject to general credit, liquidity, foreign exchange, market and interest rate risks. Our ability to access liquidity or borrow to invest in our businesses, fund strategic acquisitions and refinance maturing debt obligations depends in part on access to the capital markets. ForIn example,2025, each of the U.S.three Federalcredit Reserverating beganagencies raisingdowngraded itsour benchmarksenior unsecured debt to non-investment grade, which has and may in the future, along with any potential interest rate in March 2022, increasing the rate by a total of 5.25% to 5.5% at its peak as of July 2023. Such increases and any future increases may, among other things,increases, reduce the availability and increase the costs of obtaining new variable rate debt and refinancing existing indebtedness, and adversely affect our financial condition and results of operations. If inflation increases costs beyond our ability to control, we may not be able to adjust prices or use our portfolio strategy to sufficiently offset the effect without negatively impacting consumer demand or our gross margin.

Earnings available to Whirlpool sawwas GAAP$318 million (net earnings margin of 2.2%), or $5.66 per share, compared to net earnings (loss) available to Whirlpool of $(323) million (net earnings (loss) margin of (1.9)%), or $(5.87) per share, compared to GAAP net earnings available to Whirlpool of $481 (net earnings margin of 2.5%), or $8.72 per share in the same prior-year period, primarily due to non-cash charges related to the European transaction and Maytag trade name impairment. Whirlpool delivered ongoing (non-GAAP) earnings per share of $12.21 and full-year ongoing EBIT margin of 5.3%, compared to $16.16 and 6.1%impairment in the same prior-yearprior period.

Consolidated net sales for 20242025 decreased by 14.6%6.5% compared to 2023,2024, primarily driven by the deconsolidation of our European major domestic appliance business, which occurred on April 1, 2024. Excluding the impact of foreign currency, net sales for 20242025 decreased 13.7%5.4% compared to 2023.2024. Consolidated net sales for 20232024 decreased 1.4%14.6% compared to 2022,2023, primarily driven by the unfavorable impactdeconsolidation of product/priceour mix,European partiallymajor offsetdomestic by increased volume and the acquisition of the InSinkEratorappliance business. Excluding the impact of foreign currency, net sales for 20232024 decreased 1.7%13.7% compared to 2022.2023.

In 2023 and 2022,2023, our operating segments were based on geographical region and were defined as North America, EMEA, Latin America and Asia. These regions also represented our reportable segments. Beginning January 1, 2024, we began conducting our business through five operating segments, which consistconsisted of Major Domestic Appliances (“MDA”) North America; MDA Europe (deconsolidated as of April 1, 2024), MDA Latin America; MDA Asia; and Small Domestic Appliances (“SDA”) Global. The chief operating decision maker (CODM), who is the Company's Chairman and Chief Executive Officer, evaluates operational performance based on each segment's earnings (loss) before interest and taxes (EBIT). We define 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 region's ongoing performance. Cost of products sold is the significant expense regularly reviewed by the CODM. It consists of variable costs associated with products sold, including but not limited to raw materials, direct labor, and variable freight and warehousing. Other segment expenses/ (income) primarily include selling, general and administrative items. See Note 15 to the Consolidated Financial Statements for additional information.

EBITNet marginsales for 20242025 wasdecreased 6.5%0.8% compared to 9.4% for 2023. EBIT decreased2024 primarily duedriven toby lower volume and the unfavorable impact of product price/mix,mix partiallyin offsetCanada. byExcluding favorablethe costimpact productivity.of EBITforeign margincurrency, net sales decreased 0.6% in 2025. Net sales for 20232024 wasdecreased 9.4%4.9% compared to 10.9% for 2022. EBIT margin decreased2023 primarily duedriven toby the unfavorable impact of product price/mix, partially offset by reduced raw material inflation.mix.

Net sales for 20242025 increaseddecreased 9.0%6.5% compared to 20232024 primarily duedriven toby increasedlower volume.volume and the unfavorable impact of foreign currency. Excluding the impact of foreign currency, net sales increaseddecreased 10.2%2.4% in 2024.2025. Net sales for 20232024 decreasedincreased 6.0%4.3% compared to 20222023 primarily duedriven toby theincreased unfavorable impacts of product price/mix and foreign currency,volume, partially offset by increasedthe volume.unfavorable impact of foreign currency.

Cost of products sold for 2025 decreased 5.2% compared to 2024 primarily driven by lower volume and favorable impact of cost productivity. Cost of products sold for 2024 increased 8.2%4.0% compared to 2023 primarily driven by increased volume, partially offset by the favorable impact of cost productivity. Cost of products sold for 2023 decreased 5.1% compared to 2022 primarily driven by reduced material costs.

Cost of products sold for 2025 increased 6.3% compared to 2024 primarily driven by the unfavorable impact of tariffs. Cost of products sold for 2024 increased 3.0% compared to 2023 primarily driven by increased volume, partially offset by cost productivity. Cost of products sold for 2023 decreased 7.5% compared to 2022 primarily driven by decreased volume.

MDA Europe consisted of our European major domestic appliance business which was contributed to Beko Europe and deconsolidated as of April 1, 2024. Therefore, the Company had no net sales, Cost of Products Sold, or EBIT for MDA Europe during the second, third or fourth quarter of 2024.2025. 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.

As a result of our 20242025 annual impairment assessment, we recorded an impairment charge of $381$106 million related to the MaytagJennAir trademark in the fourth quarter of 2024.2025. The results of the 20242025 quantitative assessment determined that the carrying value of our MaytagJennAir trademark exceeded its fair value by $381$106 million. The brand has been unfavorably impacted as Whirlpool has refocused its brand strategy toby the laundrydownturn category.in discretionary demand in the ultra-premium segment.

(Gain) Loss on Sale and Disposal of Businesses (Gain) loss on sale and disposal of businesses was $264$(280) million for the twelve months ended December 31, 20242025, compared to $264 million and $106 million for the twelvesame monthsperiods endedin December2024 31,and 2023.2023, respectively.

We recorded a loss of $298 million and $106 million related to the divestiture of our European major domestic appliance business for the twelve months ended December 31, 2024 and December 31, 2023, respectively. These adjustmentslosses were primarily due to fair value fluctuations driven by seasonality of net working capital, partially offset by transaction costs. In the fourth quarter of 2022, we incurred a loss of $1.5 billion, resulting in an aggregate loss on disposal of $1.9 billion for the transaction.capital.

Interest and sundry (income) expenses were $(2720) million, $71$(27) million and $(19)$71 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively.

Net interest and sundry (income) expense decreasedwas $90 millionflat in 20232025 compared to 2022, primarily due to reserves related to legacy EMEA legal matters.2024.

Interest expense was $358$341 million, $351$358 million and $190$351 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Interest expense was flat in 2025 compared to 2024. Interest expense was flat in 2024 compared to 2023. Interest expense increased in 2023 compared to 2022 primarily due to an increase in long-term debt driven by the InSinkErator acquisition and higher average interest rates.

The changedecrease in tax expense in 20232024 compared to 20222023 includes lower earnings and legal entity restructuring tax benefits,benefits related to simplifying our legal entity structure in 2024 to reduce administrative costs associated with the prior structure. The completion of the restructuring in 2024 created a tax-deductibletax deductible loss which was recognized in the fourth quarter of 2023,2024 and resulted in a $172$721 million net tax benefit,benefit partially offset by increases in valuation allowances.allowances and the divestiture tax impact.

For the full-year 2025,2026, we have incorporated our latest expectations of the following key trends in our guidance: continued subdued discretionary demand alongside strong replacement demand, and margin expansion from previously announced promotional pricing actions, recent and new product launches, as well as strong net cost takeout actions deliveringexpected to deliver over $200$150 million of benefit, previously announced promotion and pricing action carryover, and new product launches.benefit. Our anticipated GAAP tax rate is approximately 20 to 25%. Additionally, we expect to generate cash from operating activities of approximately $1 billion and free cash flow of approximately $500 to $600$850 million, including restructuring cash outlays of approximately $(75)$50 millionmillion, and,and expect capital expenditures of approximately $(450)$400 million.

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, 2025, as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, other than as set forth below.

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. 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).

Our 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. WhileDuring the second quarter of 2026, we amendedentered our revolving credit facility with respect tointo the firstABL quarterCredit financialFacility testing,and furtherissued increasedthe Secured Notes. Increased borrowing costs and/or reduced EBITDA performance could resultimpact inour non-complianceability withto theundertake interestcertain future activities based on our inability to meet certain fixed charge coverage ratio in our credit facility or other financial covenants in any future credit facilities, which could further restrict our access to capital and increasenet costsleverage associatedratios, withas ourset financingforth activities.therein.

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,debt beyond the refinancing activities completed in the second quarter of 2026, 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 pendingpreviously announced Private Placement of our common stock isdid subjectnot toachieve closing conditions, including shareholder andrequired regulatory approvals, which mayprevented notus befrom obtainedreceiving on$30 amillion timelyin basisexpected orgross at all.proceeds.

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, includingAlthough shareholder approval of the purchaser (whichwas hassuccessfully beenobtained, received),the transaction did not achieve necessary regulatory approvals, and potentialas unilaterala delays.result, Thethe issuancePrivate ofPlacement thesehas sharesbeen willterminated. result in dilution to our existing shareholders. IfBecause we arewere unable to complete the Private Placement transaction, we willdid 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.proceeds.

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 six months ended periodperiods compared to the same prior-year period.periods. 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.

Whirlpool delivered first-quartersecond-quarter net earnings (loss) available to Whirlpool common shareholders of $(85)$75 million (net earnings margin of (2.6)%2.1%), or $(1.43)$1.15 per share, compared to net earnings (loss) available to Whirlpool shareholders of $71$65 million (net earnings margin of 2.0%1.7%), or $1.28$1.17 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(827947) million for the threesix months ended MarchJune 31,30, 2026, compared to $(721702) million in the same prior year period and had capital expenditures of $68$162 million and $72$154 million, respectively.

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

Consolidated net sales decreased 9.6%6.8% and 8.2% for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. The decrease was primarily driven by the deconsolidation of Whirlpool of India, significant industry demand decline in North America and unfavorable price/mix.mix in Latin America. This was partially offset by favorable currency impacts in Latin America.

The consolidated gross margin percentage for the three and six months ended MarchJune 31,30, 2026 was 12.7%12.6% and 12.6% compared to 16.8%16.2% and 16.5% in the same prior-year period.periods. The decrease was primarily driven by industry demand decline, higheroperational incurred costsinefficiencies associated with inventorylower reductionvolume, effortstariff incost, the current periodinflation and unfavorable price/mix. The higher cost of tariffs was fully offset by tariff recovery and mitigation actions.

Net sales decreased 7.5%1.5% and 4.5% for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. The decrease for the three and six months ended was primarily driven by lower volume, as theindustry deterioratingdemand macroremained environmentsubdued. andThis sharpwas declinepartially offset by favorable product price/mix in consumerthe sentimentthree severelymonths impactedended industryJune demand,30, and unfavorable price/mix.2026. Excluding the impact from foreign currency, net sales decreased 7.8%1.5% and 4.6% for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025.

Cost of products sold for the three and six months ended MarchJune 31,30, 2026 decreasedincreased 0.8%3.0% and 1.1% compared to the same periodperiods in 2025. The decreaseincrease for the three and six months ended was primarily driven by reduced volume, partially offset by operational inefficiencies associated with inventorylower reductionvolume, efforts in the current period. The highertariff cost of tariffs was fully offset by the tariff recovery and mitigation actions.inflation.

EBIT decreased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. The decrease for the three and six months ended was primarily due to lower volume, unfavorable product price/mix and operational inefficiencies associated with inventorylower reductionvolume, efforts in the current period. The highertariff cost ofand tariffsinflation. This was fullypartially offset by thefavorable tariffproduct recoveryprice/mix and mitigation actions. EBIT margin was 0.3% forin the three months ended MarchJune 31,30, 2026. EBIT margin was 2.7% and 1.5% for the three and six months ended June 30, 2026, compared to 6.2%5.9% and 6.0% for the same periodperiods in 2025.

Net sales increased 5.0%7.8% and 6.4% for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025. The increase was primarily driven by favorable foreign currency and increased volume, partially offset by unfavorable price/mix. Excluding the impact from foreign currency, net sales decreased 3.8%1.7% and 2.7% for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025.

Cost of products sold for the three and six months ended MarchJune 31,30, 2026 increased 6.1%11.7% and 9.0% compared to the same periodperiods in 2025. The increase was primarily driven by increased volume, partially offset by the favorable impact of cost productivity.volume.

EBIT decreased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. The decrease was primarily driven by unfavorable price/mix, partially offset by favorable tax mattermatter-related resolution-relatedgains gains,and favorable currency and cost productivity.currency. EBIT margin was 6.0%3.0% and 4.4% for the three and six months ended MarchJune 31,30, 2026, compared to 6.6%6.0% and 6.3% for the same periodperiods in 2025.

Net sales increased 13.4%0.5% and 6.8% for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. The increase was primarily driven by increased volume and favorable foreign currency. Excluding the impact from foreign currency, net sales decreased 1.2% and increased 9.5%4.1% for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025.

Cost of products sold for the three and six months ended MarchJune 31,30, 2026 increased 10.2%3.3% and 6.6% compared to the same periodperiods in 2025. The increase was primarily driven by increased volume and the net unfavorable impact of tariffs, partially offset by the favorable impact of cost productivity.tariffs.

EBIT increaseddecreased for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. The increasedecrease was primarily driven by planned marketing investments and the unfavorable impact of tariffs, partially offset by increased volume, cost productivity and favorable foreign currency, partially offset by the net unfavorable impact of tariffs.currency. EBIT margin was 21.0%11.9% and 16.7% for the three and six months ended MarchJune 31,30, 2026 compared to 18.5%17.3% and 17.9% for the same periodperiods in 2025.

Consolidated selling, general and administrative expenses decreased for the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025 primarily due to India deconsolidation and decreased marketing spend.

We incurred restructuring charges of $32$41 million and $73 million for the three and six months ended MarchJune 31,30, 2026 compared to $10$2 million and $11 million for the same periodperiods in 2025. For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

For the full year 2026, we expect to incur approximately $50$175 million of restructuring charges, inclusive of the restructuring charges recorded for the threesix months ended MarchJune 31,30, 2026. We expect a significant portion of these actions to result in cashnon-cash settlement.

Net interest and sundry (income) expense was $5 million and $(83) million for the three and six months ended MarchJune 31,30, 2026 compared to $(324) million and $(36) million in the same prior year period.periods.

Interest expense was $77$63 million and $140 million for the three and six months ended MarchJune 31,30, 2026 compared to $77$86 million and $164 million in the same prior year period.periods.

Income tax expense was $14$3 million and $17 million for the three and six months ended MarchJune 31,30, 2026 compared to income tax expense of $43$29 million and $72 million in the same prior year period.periods. The decrease in tax expense for the threesix months ended MarchJune 31,30, 2026, is primarily due to reduced earnings loss.before income taxes and tax benefits related to transactions and restructuring. For more information, see Note 12 to the Consolidated Condensed Financial Statements.

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, JennAirJennAir, Amana and InSinkErator trademarks continue to be at risk at MarchJune 31,30, 2026. None of our reporting units or other indefinite-lived intangible assets are presently at risk for future impairment.

On February 27, 2026, we issued depository shares for our Mandatory Convertible Preferred Stock and shares of common stock. For the Mandatory Convertible Preferred StockStock, we received cash proceeds of approximately $557 million, net of underwriting fees and other issuance costs. For the common stock we received cash proceeds of approximately $524 million, net of underwriting fees and other issuance costs. We used approximately $900 million of the net proceeds from this offering, to repay a portion of the amounts outstanding under theour prior revolving Credit Facility.

Our debt currently has a non-investment grade rating from the rating agencies, which has partially reduced access to and has increased costs associated with assessingaccessing certain types of financing that are typically reserved for investment-grade companies (e.g., commercial paper). During the first quarter of 2026, our senior unsecured debt was further downgraded by Fitch Ratings, Inc. to BB from BB+, with a negative outlook. During the second quarter of 2026, our senior unsecured debt was further downgraded by Fitch Ratings, Inc. to BB- from BB and Moody's to Ba3 from Ba2. Please see Part II, Item 1A "Risk Factors" for a discussion of impacts related to potential further 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$228 million of debt maturing in the next twelve months, which$212 wemillion expectis tosatisfied repayand throughdischarged a combinationas of refinancing,July potential1, asset sale proceeds, cash flow generation and cash on hand.2026.

The Company had cash and cash equivalents of approximately $626$1.2 millionbillion at MarchJune 31,30, 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 MarchJune 31,30, 2026, we had cash or cash equivalents greater than 1% of our consolidated assets in United States (2.8%), Brazil (2.3%2.2%), and Mexico (1.0%). In addition, we had no third-party accounts receivable outside of the United States greater than 1% of our consolidated assets.assets in Mexico, which represented 1.2%. We continue to monitor general financial instability and uncertainty globally.

Revolving credit facility and otherOther committed credit facilities

At MarchJune 31,30, 2026, we had $290$0 million outstanding under the AmendedABL Long-TermCredit Facility. In addition to the committed $3.50$2.00 billion (asABL of May 2026 $2.25 billion) Amended Long-TermCredit Facility, we have committed credit facilities in Brazil. These Brazil committed credit facilities provide borrowings up to approximately $192$193 million at MarchJune 31,30, 2026 In May 2026, the Company entered into an amendment to its Long-Term Credit Agreement which reduces the aggregate commitment from $3.50 billion to $2.25 billion. InAs additionof June 16, 2026 Long-Term Credit Agreement was terminated and replaced with the amendmentAsset-based excludesCredit the fiscal quarter ended March 31, 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.Facility.

As of MarchJune 31,30, 2026, we have $312$16 million of notes payable outstanding. This primarily includes thean currentArgentina 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.note. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

We continue to review customer conditions globally. We had no material impacts from customer insolvencies during the three months ended MarchJune 31,30, 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.

Cash used in operating activities increased during the threesix months ended MarchJune 31,30, 2026 compared to the same prior year period. The increase in cash used in operating activities was primarily driven by lower earnings.

Cash used in investing activities during the threesix months ended MarchJune 31,30, 2026 increaseddecreased compared to the same prior year period, primarily driven by the proceeds from the Beko Europe sale, partially offset by the purchase and sale of previously leased properties.assets. For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

Cash provided by financing activities during the threesix months ended MarchJune 31,30, 2026 increased compared to the same period in 2025, primarily driven by the issuance of common stock and mandatory convertible preferred stock in February of 2026, which resulted in cash proceeds of $524 million and $557 million, net of issuance costs. For additional information, see Note 10 to the Consolidated Condensed Financial Statements.

The Company had total committed credit facilities of approximately $3.7$2.2 billion at MarchJune 31,30, 2026. These facilities are geographically reflective of the Company's global operations. The Company has entered into a new ABL Credit Facility on June 16, 2026 and is confident that the committed credit facilities are sufficient to support its global operations. We had $290$0 million outstanding under the AmendedABL Long-TermCredit Facility at MarchJune 31,30, 2026.

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.

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 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 Whirlpoolmillion (China) Co., Ltd. ("Whirlpool China"), an entity of which we indirectly hold a minority equity interest and which is listed on the Shanghai“Private StockPlacement”). Exchange.Although Theshareholder effectivenessapproval of the Purchasepurchaser Agreementwas issuccessfully subjectobtained, tothe certaintransaction closingdid conditions,not includingachieve necessary regulatory approvalsapprovals, and purchaseras shareholdera approvalresult, (whichthe Private Placement has been received). The transaction is currently expected to close in the third quarter of this year.terminated.

SubsequentDuring tothe quartersecond end,quarter, the Board of Directors made the decision to suspend our regular quarterly cash dividend on our common stock, which had previously been paid at a rate of 0.90$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.

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 MarchJune 31,30, 2026, we had approximately $461$745 million outstanding under these agreements.

Earnings per diluted share presented below are net of tax. We currently estimate our anticipated 2026 full-year GAAP tax rate of ~25.0%.20.0%. We currently estimate earnings per diluted share for 2026 as follows: