{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-082849","form_type":"8-K","ticker":"WHR","cik":"0000106640","company_name":"WHIRLPOOL CORP /DE/","filed_at":"2026-02-27T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.490867+00:00","generated_at":"2026-05-15T22:59:06.018041+00:00","sec_items":["1.01","3.03","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Whirlpool completes upsized $1.12B equity recapitalization, repays revolver","bullets":["Upsized common stock offering of 6,884,057 shares at $69/sh (plus 1,014,493 overallotment) raised ~$545M gross.","Upsized depositary shares offering of 10,500,000 units at $50/sh (plus 1,000,000 overallotment) raised ~$575M gross; preferred stock carries 8.50% dividend.","Total gross proceeds ~$1.12B used to repay revolving credit facility and for strategic investments in automation and vertical integration.","Preferred stock automatically converts into 12.3340–14.4920 common shares per share (0.6167–0.7246 per depositary share) on Feb 15, 2029 unless earlier converted.","Separate $30M private placement of 434,782 common shares at $69/sh to Guangdong Whirlpool Electrical Appliances, subject to approvals, expected close July 31, 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-082849","json":"https://secwatch.observer/filing/0001193125-26-082849.json","markdown":"https://secwatch.observer/filing/0001193125-26-082849.md","text":"https://secwatch.observer/filing/0001193125-26-082849.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/106640/000119312526082849/0001193125-26-082849-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/106640/000119312526082849/d116941d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T22:59:06.018041+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"49def37b1b3142a4025892cbf3b58c661a07d7fd","claim":"WHIRLPOOL CORP /DE/: Filed Certificate of Designations establishing preferences, limitations and relative rights of Preferred Stock (effective 2026-02-27).","evidence_excerpt":"On February 27, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Preferred Stock. The Certificate of Designations became effective upon filing.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/106640/000119312526082849/0001193125-26-082849-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-02-27"}],"fact_type":"governance_change"},{"claim_id":"1910bd61fe90af53b6dee511a89230241e7982b9","claim":"WHIRLPOOL CORP /DE/ entered into Depositary Shares Underwriting Agreement with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Scotia Capital (USA) Inc. (effective 2026-02-24).","evidence_excerpt":"On February 24, 2026, the Company entered into an underwriting agreement (the “Depositary Shares Underwriting Agreement”) with the Representatives, as the representatives of the several underwriters named therein (the “Depositary Shares Underwriters”) and Scotia Capital (USA) Inc., as the qualified independent underwriter, relating to the upsized offering by the Company of 10,500,000 depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $1.00 per share (the “Preferred Stock” and such offering, the “Depositary Shares Offering”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-293648), and a preliminary prospectus supplement and prospectus supplement related to the Depositary Shares Offering, each as previously filed with the Commission.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/106640/000119312526082849/0001193125-26-082849-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Scotia Capital (USA) Inc."},{"label":"Effective","value":"2026-02-24"}],"fact_type":"material_agreement"},{"claim_id":"c6da1b43e8785189ed77e249fd4da4953e97373c","claim":"WHIRLPOOL CORP /DE/ entered into Common Stock Underwriting Agreement with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (effective 2026-02-24).","evidence_excerpt":"On February 24, 2026, Whirlpool Corporation (the “Company”) entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as the representatives (the “Representatives”) of the several underwriters named therein (the “Common Stock Underwriters”), relating to the upsized offering by the Company of 6,884,057 shares of common stock, par value $1.00 per share (the “Common Stock”) (such offering, the “Common Stock Offering”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-293648), and a preliminary prospectus supplement and prospectus supplement related to the Common Stock Offering, each as previously filed with the Securities and Exchange Commission (the “Commission”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/106640/000119312526082849/0001193125-26-082849-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc."},{"label":"Effective","value":"2026-02-24"}],"fact_type":"material_agreement"},{"claim_id":"f87a1243e442c2bd53e91127522ca71ea952f5fc","claim":"WHIRLPOOL CORP /DE/ entered into Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A. (effective 2026-02-27).","evidence_excerpt":"Also in connection with the Depositary Shares Offering, the Company entered into a deposit agreement (the “Deposit Agreement”), dated February 27, 2026, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and the holders from time to time of the depositary receipts (the “Depositary Receipts”), a form of which is included therein (the “Form of Depositary Receipt”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/106640/000119312526082849/0001193125-26-082849-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Computershare Inc. and Computershare Trust Company, N.A."},{"label":"Effective","value":"2026-02-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}