Commentary & Deal Flow

Whirlpool Announces Cash Tender Offer Early Results

BENTON HARBOR, Mich., June 12, 2026 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) ("Whirlpool" or the "Company") is releasing early results as of 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (the "Early Tender Expiration"), of its previously announced (i) tender offer (the "Tender Offer") to purchase for cash any and all of the outstanding 1.250% Notes due 2026 (the "2026 Notes") and 1.100% Notes due 2027 (the "2027 Notes" and together with the 2026 Notes, the "Notes") of Whirlpool Finance Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (the "Issuer") and wholly owned subsidiary of the Company, and (ii) solicitation of consents from holders of the 2027 Notes (the "Consent Solicitation") to a proposed amendment (the "Proposed Amendment") to the indenture governing the 2027 Notes, dated as of November 2, 2016 (the "Indenture").

The following table details the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Expiration, according to information provided by the Tender and Information Agent.

The withdrawal deadline for the Tender Offer expired at 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (the "Withdrawal Time"). As a result, tendered Notes may no longer be withdrawn.

The Company has elected to exercise its right to make payment for Notes that were validly tendered at or prior to the Early Tender Expiration and that are accepted for purchase on or about June 18, 2026 (the "Early Settlement Date"). Each holder of the Notes (each, a "Holder" and collectively, the "Holders") who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Expiration and whose Notes are accepted for purchase will be entitled to receive the Total Consideration, which includes the Early Tender Premium (each as defined in the Offer to Purchase and Consent Solicitation Statement), together with accrued and unpaid interest, if any, from and including the last date on which interest has been paid to, but excluding, the Early Settlement Date on the Notes accepted for purchase. The Total Consideration for each series of Notes accepted for purchase will be determined at or around 4:00 p.m., Central European time (10:00 a.m., New York City time), on June 15, 2026 (the "Price Determination Date") in accordance with standard market practice and as described in the Offer to Purchase and Consent Solicitation Statement.

The Company will announce the Total Consideration for each series of Notes as soon as reasonably practicable after the Price Determination Date.

In connection with the Tender Offer and Consent Solicitation, the Company is expected to consummate an offering of $2.0 billion aggregate principal amount of senior secured notes (the "Financing Transaction"), consisting of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 on or about June 16, 2026. The Company expects to use a portion of the net proceeds from the Financing Transaction to pay the applicable consideration for all tendered Notes, plus accrued interest and all related fees and expenses.

As a result of receiving the requisite consents in the Consent Solicitation to adopt the Proposed Amendment, the Company, the Issuer and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee (the "Trustee"), will enter into a supplemental indenture to the Indenture (the "Supplemental Indenture") giving effect to the Proposed Amendment. The Proposed Amendment will not become operative unless and until the Company purchases all 2027 Notes validly tendered (and not validly withdrawn) in the Tender Offer. Upon becoming operative, the Proposed Amendment will apply to all Holders of the 2027 Notes.

The Company will continue to accept Notes tendered after the Early Tender Expiration. The Tender Offer and the Consent Solicitation will expire at 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 30, 2026, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Expiration Time"). Holders of Notes who validly tender their Notes following the Early Tender Expiration and at or prior to the Expiration Time will be entitled to receive the Tender Offer Consideration. No tenders submitted after the Expiration Time will be valid. Payment for the Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase will be made on a date promptly following the Expiration Time, which is currently anticipated to be July 6, 2026, the third business day following the Expiration Time (the "Final Settlement Date").

The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated June 1, 2026 (the "Offer to Purchase and Consent Solicitation Statement"). The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase and Consent Solicitation Statement.

The Company reserves the right to terminate or extend the Tender Offer or the Consent Solicitation if any condition to the Tender Offer or the Consent Solicitation is not satisfied (or otherwise in its sole discretion), and to amend the Tender Offer or the Consent Solicitation in any respect.

Citigroup Global Markets Inc. is the dealer manager and solicitation agent (the "Dealer Manager") in the Tender Offer and the Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the "Tender and Information Agent") for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106 (call collect) or +1 (800) 558-3745 (toll-free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (bankers and brokers, call collect) or (855) 654-2014 (all other, toll-free); or by email at contact@gbsc-usa.com.

None of the Company, its board of directors, the Dealer Manager, the Tender and Information Agent, the trustee under the Indenture, or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder's Notes, and none of the Company nor any of its affiliates has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. If any Holder is in any doubt as to the contents of this release, or the Offer to Purchase, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. Holders are urged to read the Offer to Purchase and Consent Solicitation Statement carefully before making any decision with respect to the Tender Offer or the Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Tender Offer or the Consent Solicitation. This release does not describe all the material terms of the Tender Offer or the Consent Solicitation, and no decision should be made by any Holder on the basis of this release. The terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement, and this release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any individual or entity whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.

ABOUT WHIRLPOOL CORPORATION

Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, the company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In 2025, the company reported approximately $16 billion in annual net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers.