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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-13 · 51 added, 55 removed, 289 unchanged (27% of the section changed)

33 unchanged sentences

Use and Disclosure of Material Non-Public Information" (the "Insider Trading Policy"), which governs transactions in our securities by our directors, officers, employees, contractors, and consultants, as well as by Whirlpool Corporation itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy linked in the exhibit index as Exhibit 19.1.

EXECUTIVE COMPENSATION

Information regarding compensation of our executive officers and directors can be found under the captions "Non-employee Director Compensation," "Compensation Discussion and Analysis," "2024 Executive Compensation Tables," "Pay Ratio Disclosure," "Compensation Risk Assessment," and "Human Resources Committee Interlocks and Insider Participation" in the Proxy Statement, which is incorporated herein by reference.

Information regarding compensation of our executive officers and directors can be found under the captions "Non-employee Director Compensation," "Compensation Discussion and Analysis," "2025 Executive Compensation Tables," "Pay Ratio Disclosure," "Pay Versus Performance Disclosure," "Compensation Risk Assessment," and "Human Resources Committee Interlocks and Insider Participation" in the Proxy Statement, which is incorporated herein by reference.

See also the information under the caption "Human Resources Committee Report" in the Proxy Statement, which is incorporated herein by reference;

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Number and Description of Exhibit

2(i)** Purchase Agreement dated April 24, 2018 by and among Whirlpool Corporation, certain subsidiaries thereof, and Nidec Corporation [Incorporated by reference from Exhibit 2.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 24, 2018]

2(ii)** Amendment dated May 3, 2019 to Purchase Agreement dated April 24, 2018 by and among Whirlpool Corporation, certain subsidiaries thereof, and Nidec Corporation [Incorporated by reference from Exhibit 2.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended June 30, 2019]

2(iii)** Asset and Stock Purchase Agreement between Emerson Electric Co.

and Whirlpool Corporation, dated August 7, 2022 [Incorporated by reference from Exhibit 2.1 to the Company's Form 8-K (Commission file number 1-3932) filed August 10, 2022]

2(iv)** Contribution Agreement dated January 16, 2023 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arçelik A.Ş., Beko Europe B.V.

2(i)** Contribution Agreement dated January 16, 2023 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arçelik A.Ş., Beko Europe B.V.

and Ardutch B.V.

[Incorporated by reference from Exhibit 2.1 to the Company's Form 8-K (Commission file number 1-3932) filed January 17, 2023]

2(v)** Deed of Amendment to Contribution Agreement dated March 28, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arcelik A.S., Beko B.V., and Beko Europe B.V.

2(ii)** Deed of Amendment to Contribution Agreement dated March 28, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arcelik A.S., Beko B.V., and Beko Europe B.V.

[Incorporated by reference from Exhibit 2.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2024]

2(vi)* Supplementary Deed to Contribution Agreement date March 28, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC Arçelik A.Ş., Beko Europe B.V.

2(iii) Supplementary Deed to Contribution Agreement date March 28, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC Arçelik A.Ş., Beko Europe B.V.

and Beko B.V.

2(vii)* Second Supplementary Deed to Contribution Agreement dated March 28, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arçelik A.Ş., Beko Europe B.V.

[Incorporated by reference from Exhibit 2.6 to the Company's Form 10-K (Commission file number 1-3932) filed February 13, 2025]

2(iv) Second Supplementary Deed to Contribution Agreement dated March 28, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arçelik A.Ş., Beko Europe B.V.

and Beko B.V.

2(viii)* Third Supplementary Deed to Contribution Agreement dated November 12, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arçelik A.Ş., Beko Europe B.V.

[Incorporated by reference from Exhibit 2.7 to the Company's Form 10-K (Commission file number 1-3932) filed February 13, 2025]

2(v) Third Supplementary Deed to Contribution Agreement dated November 12, 2024 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arçelik A.Ş., Beko Europe B.V.

and Beko B.V.

[Incorporated by reference from Exhibit 2.8 to the Company's Form 10-K (Commission file number 1-3932) filed February 13, 2025]

3(i) Restated Certificate of Incorporation of Whirlpool Corporation (Amended and Restated as of April 22, 2009) [Incorporated by reference from Exhibit 3.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 23, 2009]

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National Bank Association [Incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K (Commission file number 1-3932) filed on February 21, 2020].

4(x) Certificate of Designated Officers of Whirlpool Corporation dated February 27, 2024 [Incorporated by reference from Exhibit 4.1 to the Company's Form 8-K (Commission file number 1-3932) filed on February 27, 2024]

4(x) Certificate of Designated Officers of Whirlpool Corporation, dated June 11, 2025 [Incorporated by reference from Exhibit 4.1 to the Company's Form 8-K (Commission file number 1-3932) filed on June 11, 2025]

10(i)(a) Fifth Amended and Restated Long Term Credit Agreement dated as of May 3, 2022 among Whirlpool Corporation, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and BNP Paribas, Mizuho Bank, Ltd.

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10(iii)(ss) Aircraft Time Sharing Agreement dated as of July 29, 2019 by and between Whirlpool Corporation and Marc Bitzer [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended September 30, 2019]

10(iii)(tt) Permanent Employment Contract dated April 1, 2019, between Whirlpool EMEA S.p.A.

and Gilles Morel (Z) [Incorporated by reference from Exhibit 10(iii)(ii) to the Company’s Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2019]

10(iii)(uu) Retention Agreement dated August 17, 2022 between Whirlpool Corporation and Gilles Morel (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended September 30, 2022]

10(iii)(vv) Waiver and Release Agreement effective March 16, 2023 by and between the Company and Joseph T.

Liotine (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on March 22, 2023]

10(iii)(ww) Waiver and Release Agreement executed March 7, 2024 by and between the Company and Ava Harter (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on March 8, 2024]

18.1 Letter from Ernst & Young LLP dated April 22, 2021 [Incorporated by reference from Exhibit 18.1 to the Company’s Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2021]

10(iii)(tt) Waiver and Release Agreement executed March 7, 2024 by and between the Company and Ava Harter (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on March 8, 2024]

10(iii)(uu) Services Agreement dated January 6, 2025 between Whirlpool Corporation and Giles Morel (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2025]

10(iii)(vv) Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan Strategic Excellence Program Standard Performance Restricted Stock Unit Award Document (Z) [Incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2025]

10(iii)(ww) Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan Strategic Excellence Program Transition Performance Restricted Stock Unit Award Document (Z) [Incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2025]

10(iii)(xx) Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan Strategic Excellence Program Restricted Stock Unit Award Document (Z) [Incorporated by reference from Exhibit 10.4 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2025]

10(iii)(yy) Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan Retention Restricted Stock Unit Award Document (Z) [Incorporated by reference from Exhibit 10.5 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2025]

10(iii)(zz) Amendment No.

2 to the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 16, 2025]

19.1 Policy On Insider Trading;

Use and Disclosure of Material Non-Public Information

Use and Disclosure of Material Non-Public Information [Incorporated by reference from Exhibit 19.1 to the Company's Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2024]

21* List of Subsidiaries

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W HIRLPOOL C ORPORATION

/s/ ROXANNE L.

February 11, 2026

Executive Vice President and Chief Financial and Administrative Officer

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

2 unchanged sentences

(Principal Executive Officer)

PETERS Executive Vice President and Chief Financial and Administrative Officer

(Principal Financial Officer)

/s/ ROXANNE L.

WARNER Senior Vice President and Corporate Controller

WARNER Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ TODD TOMCZAK Vice President and Corporate Controller

(Principal Accounting Officer)

MARY ELLEN ADCOCK* Director

Mary Ellen Adcock

ALLEN* Director

BUCKNER* Director

GREG CREED* Director

5 unchanged sentences

Harish Manwani

SPENCER* Director

MORIKIS* Director

RUDY WILSON* Director

PETERS Attorney-in-Fact February 13, 2025

/s/ ROXANNE L.

WARNER Attorney-in-Fact February 11, 2026

REPORT BY MANAGEMENT ON THE CONSOLIDATED FINANCIAL STATEMENTS

9 unchanged sentences

The committee also has the responsibility to retain and terminate the Company's independent registered public accounting firm and exercise the committee's sole authority to review and approve all audit engagement fees and terms and pre-approve the nature, extent, and cost of all non-audit services provided by the independent registered public accounting firm.

Executive Vice President and Chief Financial and Administrative Officer

/s/ ROXANNE L.

Executive Vice President and Chief Financial Officer

February 11, 2026

9 unchanged sentences

This report appears on page 126 .

BITZER /s/ JAMES W.

Bitzer James W.

Chairman of the Board, President and Chief Executive Officer Executive Vice President and Chief Financial and Administrative Officer

BITZER /s/ ROXANNE L.

Bitzer Roxanne L.

Chairman of the Board, President and Chief Executive Officer Executive Vice President and Chief Financial Officer

February 11, 2026 February 11, 2026

2 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Whirlpool Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the index at Item 15(a) (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of Whirlpool Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the index at Item 15(a) (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Indefinite Lived Intangible Assets

Description of the Matter At December 31, 2024, the balance of the Maytag and InSinkErator trademarks, which are indefinite lived intangible assets, was $640 million and $1.3 billion, respectively.

Description of the Matter At December 31, 2025, the balance of the Maytag, InSinkErator, and JennAir trademarks, which are indefinite lived intangible assets, was $640 million, $1.3 billion, and $198 million, respectively.

As discussed in Note 1, Note 5, and Note 10 to the consolidated financial statements, indefinite lived intangible assets are tested for impairment at least annually or when impairment indicators are present.

The Company performed its annual impairment test for the Maytag and InSinkErator trademarks in the fourth quarter of 2024.

As a result of the impairment tests, the Company recorded an impairment charge of $381 million for the Maytag trademark.

There was no impairment for the InSinkErator trademark.

Auditing management’s assessment of the estimated fair value of the Maytag and InSinkErator trademarks was complex and required the involvement of valuation specialists due to the judgmental nature of the assumptions used in the valuation process.

The Company performed its annual impairment test for the Maytag, InSinkErator, and JennAir trademarks in the fourth quarter of 2025.

As a result of the impairment tests, the Company recorded an impairment charge of $106 million for the JennAir trademark.

There was no impairment for the Maytag or InSinkErator trademarks.

Auditing management’s assessment of the estimated fair value of the Maytag, InSinkErator, and JennAir trademarks was complex and required the involvement of valuation specialists due to the judgmental nature of the assumptions used in the valuation process.

The fair value estimates were sensitive to significant assumptions including forecasted revenue, royalty rate and discount rate.

1 unchanged sentence

This included testing the controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Maytag and InSinkErator trademarks, our audit procedures included, among others, assessing the methodology used to develop the estimate of fair value and testing the significant assumptions described above.

To test the estimated fair value of the Maytag, InSinkErator, and JennAir trademarks, our audit procedures included, among others, assessing the methodology used to develop the estimate of fair value and testing the significant assumptions described above.

This included comparing the assumptions of forecasted revenue growth used by management to current industry and economic trends.

1 unchanged sentence

We also involved our valuation specialist to assist in evaluating the valuation methodology, the royalty rate and discount rate used in the valuation.

Unrecognized Income Tax Benefits

Description of the Matter As of December 31, 2024, the balance of the Unrecognized Income Tax Benefits was $349 million as described in Note 14 to the consolidated financial statements.

The Company records the benefits of an uncertain tax position in the consolidated financial statements after determining it is more likely than not that the uncertain tax position will be sustained upon examination based on its technical merits.

Auditing management’s accounting and disclosure for these unrecognized tax benefits was complex because the evaluation is based on interpretations of domestic and international tax laws, is subjective, and requires significant judgement.

How We Addressed the Matter in Our Audit We identified and tested controls that address the recognition and measurement of these income tax matters.

This included, among others, testing controls over the Company’s process to assess the technical merits and measurement of these positions.

We also tested the Company’s process to determine the disclosure for these matters.

With the assistance of our income tax professionals, we performed audit procedures that included, among others, evaluating the technical merits, measurement and related disclosure for the Company’s positions.

We assessed the inputs utilized in the assessments performed by management and evaluated the technical merits of the Company’s positions.

We also examined the Company’s communications with the relevant tax authorities, including historical settlements, and read the minutes of the meetings of the committees of the board of directors.

Revenue Recognition - Accrued Promotional Liability

2 unchanged sentences

This estimate is accounted for as a reduction to revenue in the period incurred and primarily calculated using the expected value method.

Auditing the accrued promotional liability was complex due to the large volume of activity and the inherent estimation uncertainty in the process performed to estimate the reduction to revenue and corresponding promotional liability.

Auditing the accrued promotional liability for certain US sales incentives was complex due to the large volume of activity and the inherent estimation uncertainty in the process performed to estimate the reduction to revenue and corresponding promotional liability.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the completeness and valuation of the reduction to revenue and corresponding promotional liability.

For example, we tested controls over management’s review of the total reduction to revenue as well as their review of the adjustments to the accrual.

Our audit procedures over completeness and valuation included, among others, testing a sample of key inputs to the promotional liability, including reviewing customer contractual agreements and customer sales data.

For example, we tested controls over management’s review of the total reduction of revenue as well as their review of the adjustments to the accrual.

Our audit procedures over completeness and valuation included, among others, testing a sample of key inputs to the promotional liability, including reviewing customer contractual agreements.

We performed testing over activity subsequent to the balance sheet date to determine the impact, if any, these items have on the 2025 financial statements.

In addition, we performed a lookback analysis which compares the amount accrued in the prior year to the amount subsequently paid.

In addition, we performed a lookback analysis which compares the amount accrued in the prior year to the amount subsequently paid to evaluate the estimation process.

/s/ Ernst & Young LLP

7 unchanged sentences

In our opinion, Whirlpool Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the index at Item 15(a) and our report dated February 13, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 11, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Year Ended December 31, 2024:

Year Ended December 31, 2022:

490 395 — 885

Year Ended December 31, 2023:

(1) With respect to allowance for doubtful accounts, the amounts represent accounts charged off, net of translation adjustments and transfers.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures