Whirlpool Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
First Supplemental Indenture Relating to 1.100% Notes Due 2027
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”).
The First Supplemental Indenture was entered into to effectuate a certain amendment (the “Amendment”) to the Indenture with respect to the 2027 Notes for which consents were solicited in the previously announced tender offer and consent solicitation described in the Offer to Purchase and Consent Solicitation Statement, dated June 1, 2026 (the “Tender Offer and Consent Solicitation”). 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 will become operative pursuant to the terms of the First Supplemental Indenture once the Company has purchased all tendered 2027 Notes at the expiration of the Tender Offer and Consent Solicitation.
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approximately 91.12% of the outstanding principal amount of the 2027 Notes, had been validly tendered (and not validly withdrawn), which amount was sufficient to constitute the requisite consents to approve the Amendment.
A copy of the First Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated by reference herein. The description of the First Supplemental Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the First Supplemental Indenture.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
| Item 8.01. | Other Events |
Nothing in this Current Report on Form 8-K constitutes an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit | |
| 4.1 | First Supplemental Indenture, dated as of June 18, 2026, among Whirlpool Finance Luxembourg S.à r.l., as issuer, Whirlpool Corporation, as parent, and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHIRLPOOL CORPORATION | ||||||
| Date: June 18, 2026 | By: | /s/ Roxanne L. Warner | ||||
| Name: | Roxanne L. Warner | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||