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NYSE: WHR WHIRLPOOL CORP /DE/ 8-K

Whirlpool amends €600M 2027 Notes indenture after 91% of holders tender in consent solicitation

Filed June 18, 2026 · Period ending June 18, 2026 · ~1 min read

3 key changes 1 high relevance 2 sections

Key Changes

  • high

    91% of noteholders (€547M of €600M outstanding) tendered their 2027 Notes and approved an amendment accelerating Whirlpool's ability to discharge the indenture from one year to two years after satisfaction conditions are met.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Whirlpool Finance Luxembourg entered a supplemental indenture with U.S. Bank Trust to modify the 1.100% Notes due 2027, giving the company earlier flexibility to satisfy and discharge these debt obligations.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    The indenture amendment constitutes a material modification to security holder rights, with full details cross-referenced to the Item 1.01 disclosure in this same filing.

    Item 3.03 — Material Modification to Rights of Security Holders verify on EDGAR →

Summary

Whirlpool successfully completed a consent solicitation for its €600 million 2027 Notes, with an overwhelming 91% of noteholders tendering and approving changes to the indenture terms. The amendment accelerates the company's ability to discharge these obligations by changing the satisfaction timeline from one year to two years, giving management earlier flexibility in debt management.

The strong participation rate—€547 million of the €600 million outstanding—signals broad creditor support and suggests the tender offer terms were attractive to bondholders. For equity holders, this is a positive development in Whirlpool's capital structure management. The company is proactively refinancing or retiring debt ahead of maturity, which typically indicates financial strength and strategic planning.

Watch for the actual tender results and whether Whirlpool follows through with early discharge of these notes, as that would reduce interest expense and simplify the debt stack. The Item 3.03 disclosure confirms this represents a material modification to security holder rights, though the changes appear consensual and value-neutral given the high approval rate.

Section-by-Section Diff

Event · Item 3.03 — Material Modification to Rights of Security Holders

~30 words

Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.

1 Added
Added Material modification to rights of security holders high

Added in current filing · verify on EDGAR →

Item 3.03. Material Modification to Rights of Security Holders. The disclosure set forth under Item 1.01 above is incorporated herein by reference.

Whirlpool disclosed a material modification to the rights of its security holders under Item 3.03. The specific details of this modification are referenced in Item 1.01 of the same 8-K filing, which is not included in the provided excerpt. Material modifications can include changes to voting rights, dividend rights, liquidation preferences, or other fundamental shareholder protections.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~400 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added
Added Indenture amendment for 2027 Notes medium

Added in current filing · verify on EDGAR →

On June 18, 2026, Whirlpool Finance Luxembourg S.à r.l. (the “Issuer”) entered into a supplemental indenture (the “First Supplemental Indenture”), among the Issuer, as issuer, Whirlpool Corporation, as parent (the “Company”), and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee (the “Trustee”), to the indenture, dated as of November 2, 2016 (the “Indenture”), relating to the 1.100% Notes due 2027 (ISIN: XS1716616179) (the “2027 Notes”).

Whirlpool's Luxembourg financing subsidiary entered into a supplemental indenture with U.S. Bank Trust Company as trustee, modifying the terms of its 1.100% Notes due 2027. This is part of a broader tender offer and consent solicitation process that began in early June 2026.

Added Discharge timing acceleration medium

Added in current filing · verify on EDGAR →

Specifically, the First Supplemental Indenture will amend the Indenture by revising the first sentence of Section 10.01 (Satisfaction and Discharge of Indenture) with respect to the 2027 Notes by replacing all references to “one year” with “two years,” thereby accelerating the Issuer’s ability to satisfy and discharge the Indenture with respect to the 2027 Notes.

The amendment changes the discharge timing in Section 10.01 from one year to two years, which accelerates when the issuer can satisfy and discharge the indenture obligations for these notes. This gives Whirlpool more flexibility in managing this debt instrument earlier than originally contemplated.

Added Noteholder consent results high

Added in current filing · verify on EDGAR →

As of 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026, €546,715,000 aggregate principal amount of the 2027 Notes, representing approximately 91.12% of the outstanding principal amount of the 2027 Notes, had been validly tendered (and not validly withdrawn), which amount was sufficient to constitute the requisite consents to approve the Amendment.

Approximately 91.12% of the outstanding 2027 Notes (€546,715,000 in principal) were tendered by noteholders, exceeding the threshold needed to approve the amendment. This strong participation rate indicates broad noteholder support for the modification and suggests the tender offer terms were attractive. Note: these figures were previously disclosed in the company's Jun 16, 2026 8-K.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 18, 2026 · How we verify