DEF 14A of Whirlpool Corp /De/, Mar 10, 2026

DEF 14A of Whirlpool Corp /De/

Filed Mar 10, 2026 · FY20250001193125-26-100387

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Additional details about each of the director nominees can be found beginning on page 1.

  2. DIRECTOR NOMINEES

    | | | | Committee Membership | | | | | | Name* | Age | Director since | Audit | Corporate Governance & Nominating | Finance | Human Resources | Independent | | Mary Ellen Adcock | 49 | 2025 | ✓ | ✓ | | | ✓ | | Marc R. Bitzer | 61 | 2015 | | | | | | | Judith K. Buckner | 57 | 2025 | | ✓ | | ✓ | ✓ | | Greg Creed | 68 | 2017 | | Chair | | ✓ | ✓ | | Diane M. Dietz | 60 | 2013 | | | ✓ | Chair | ✓ | | Gerri T. Elliott | 69 | 2014 | | | ✓ | ✓ | ✓ | | Richard J. Kramer | 62 | 2024 | ✓ | ✓ | | | ✓ | | Jennifer A. LaClair | 54 | 2020 | Chair | ✓ | | | ✓ | | John D. Liu | 57 | 2010 | ✓ | | ✓ | | ✓ | | James M. Loree | 67 | 2017 | ✓ | | Chair | | ✓ | | John G. Morikis | 62 | 2025 | | ✓ | | ✓ | ✓ | | Rudy Wilson | 50 | 2023 | ✓ | | ✓ | | ✓ |

  3. DIRECTOR NOMINEES

    | * Samuel R. Allen and Harish Manwani are not standing for re-election having reached retirement age. We thank them for their many contributions and dedicated service. |

  4. DIRECTOR NOMINEES

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  5. DIRECTOR NOMINEES

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | iii |

  6. Executive Compensation Pay Mix

    Executive Compensation Pay Mix

  7. Executive Compensation Pay Mix

    | CEO Total Target Compensation | Other NEOs’ Average Total Target Compensation |

  8. Executive Compensation Pay Mix

    | iv | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  9. Executive Compensation Pay Mix

    | Proxy Summary | i | | Item 1 - Directors and Nominees for Election as Directors | 1 | | Board of Directors and Corporate Governance | 9 | | Related Person Transactions and Human Resources Committee Interlocks and Insider Participation | 20 | | Security Ownership | 21 | | Beneficial Ownership | 22 | | Non-employee Director Compensation | 23 | | Compensation Discussion and Analysis | 25 | | Human Resources Committee Report | 43 | | 2025 Executive Compensation Tables | 44 | | 2025 Summary Compensation Table | 44 | | 2025 Grants of Plan-Based Awards | 45 | | 2025 Outstanding Equity Awards at Fiscal Year-End | 48 | | 2025 Option Exercises and Stock Vested | 51 | | 2025 Pension Benefits | 51 | | 2025 Non-Qualified Deferred Compensation | 53 | | 2025 Potential Post-Termination Payments | 53 | | Pay Ratio Disclosure | 58 | | Pay Versus Performance Disclosure | 59 | | Item 2 - Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation | 63 | | Equity Compensation Plan Information | 64 | | Matters Relating to Independent Registered Public Accounting Firm | 65 | | Audit Committee Report | 66 | | Item 3 - Ratification of the Appointment of Ernst & Young LLP as Whirlpool’s Corporation Independent Registered Public Accounting Firm for Fiscal 2026 | 67 | | Information about the Annual Meeting and Voting | 68 | | Annex A: Non-GAAP Reconciliations | A-1 |

  10. Executive Compensation Pay Mix

    Item 1 – Directors and Nominees for Election as Directors We currently have 12 directors on the Board who are standing for election or re-election and, if elected, will serve until our next annual meeting of stockholders and stand for re-election annually (subject to our retirement policy). Each of the nominees below has consented to be a nominee named in this proxy statement and to serve if elected. In the table below, we identify the experiences that enable our directors to provide critical insights on the competitive advantages needed to deliver on the Company’s strategy and to make significant contributions to board deliberations. The absence of a “check” for a particular experience does not indicate that the director in question is unable to contribute to the decision-making process in that area.

  11. Executive Compensation Pay Mix

    | Competitive Advantages | | | |

  12. Executive Compensation Pay Mix

    | Experience | Adcock | Bitzer | Buckner | Creed | Dietz | Elliott | Kramer | LaClair | Liu | Loree | Morikis | Wilson | | Senior Leadership Roles at Large/Complex Organizations Directors with leadership experience at organizations with operational scale and complexity similar to Whirlpool are equipped to evaluate our enterprise strategy and progress against strategic goals. | | | | | | | | | | | | | | Global Business Operations/International Work Experience Directors with global and international business experience understand the challenges and opportunities of a global footprint and have unique cultural and consumer insight aligned with Whirlpool’s international operations. | | | | | | | | | | | | | | Corporate Strategy/M&A Directors with strategy and M&A expertise provide critical insights in evaluating value creation opportunities as part of Whirlpool’s portfolio transformation. | | | | | | | | | | | | | | Sales/Marketing/Brand Management Directors with experience in distribution strategy, trade relationships, marketing, including digital marketing, and brand management provide critical insights on these key drivers of our profitable growth. | | | | | | | | | | | | | | Product Development/Innovation/Engineering Directors with innovation and product development experience possess the expertise to effectively oversee our innovation strategy, unlock new growth opportunities, and respond to evolving consumer preferences. | | | | | | | | | | | | | | Supply Chain/Manufacturing/Logistics Directors with expertise in supply chain management, manufacturing, and/or logistics are well equipped to assess our operations and evaluate operating efficiencies. | | | | | | | | | | | | |

  13. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 1 |

  14. Executive Compensation Pay Mix

    | Experience | Adcock | Bitzer | Buckner | Creed | Dietz | Elliott | Kramer | LaClair | Liu | Loree | Morikis | Wilson | | Accounting/Finance/Capital Structure Directors with expertise in financial management, capital allocation, and financial reporting are equipped to evaluate our capital structure and capital allocation priorities and to provide oversight of our financial operations and reporting processes. | | | | | | | | | | | | | | Corporate Governance/Sustainability Directors with experience on other public company boards and those with experience in corporate responsibility and impact contribute valuable insights on best governance practices at other leading corporations, including emerging trends and effective governance and oversight, which are key to achieving sustainable shareholder value. | | | | | | | | | | | | | | Legal/Regulatory/Government Affairs Directors with experience in legal and regulatory issues aid in overseeing Whirlpool’s risk management and compliance across our global operations. | | | | | | | | | | | | | | Human Capital Management Directors with human capital management and talent development expertise contribute to effective oversight of our global talent strategy, including thoughtful succession planning, which is critical to our continued success. | | | | | | | | | | | | | | Technology/Cybersecurity Directors with expertise in technology and cybersecurity aid the Board in its oversight of Whirlpool’s information security and data privacy risks, and adoption of new technologies, including artificial intelligence, which are key to execution of our strategy. | | | | | | | | | | | | | | Consumer Products Directors with consumer products expertise provide important insights about building strong relationships with consumers and understanding drivers behind evolving consumer preferences, which are key to Whirlpool’s future success. | | | | | | | | | | | | |

  15. Executive Compensation Pay Mix

    | 2 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  16. Executive Compensation Pay Mix

    The Board recommends a vote FOR the election of each of the director nominees below.

  17. Executive Compensation Pay Mix

    | Mary Ellen Adcock Independent Director Director since: 2025 Age: 49 Committees: • Audit • Corporate Governance and Nominating | Key Skills and Qualifications: Ms. Adcock brings the following key skills and qualifications that enable her to add valuable insights to our board deliberations: senior leadership experience as Executive Vice President and Chief Merchant and Marketing Officer and other leadership roles over the course of her 25+ year career with The Kroger Co.; significant sales, marketing, and brand management experience gained through responsibility for sales and category planning, e-commerce and digital merchandising and private label brands; substantial experience in manufacturing acquired through several roles in Kroger’s manufacturing businesses, which included leadership of the zero manufacturing waste to landfill initiative; and human capital management experience derived from her various leadership roles and early career roles in human resources management at Kroger. Employment Background: Ms. Adcock has been Executive Vice President and Chief Merchant and Marketing Officer of The Kroger Co. since March 2025. She served as Senior Vice President and Chief Merchant and Marketing Officer of Kroger from 2024 to 2025; Senior Vice President of Retail Operations from 2019 to 2024; and Group Vice President of Retail Operations from 2016 to 2019. Prior to that, Ms. Adcock served in various roles of increasing responsibility in manufacturing and merchandising, including Vice President of Operations and Vice President of Merchandising for Kroger’s Columbus Division; Vice President of Natural Foods Merchandising; and Vice President of Deli/Bakery Manufacturing. Ms. Adcock joined Kroger in 1999 as a human resources assistant manager. |

  18. Executive Compensation Pay Mix

    | Marc R. Bitzer Chairman and Chief Executive Officer Director since: 2015 Age: 61 Other Public Company Boards • The BMW Group (since 2021) | Key Skills and Qualifications: Mr. Bitzer brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: senior leadership experience as Chairman and Chief Executive Officer of Whirlpool Corporation; years of experience and knowledge of Whirlpool’s major global operations; corporate strategy and mergers and acquisitions experience through prior roles within Whirlpool; and a depth of experience in sales, marketing, and brand management, and consumer products experience acquired through his roles at Whirlpool and prior work experience. Employment Background: Mr. Bitzer has been Chairman of the Board of Whirlpool Corporation since 2019 and a director since 2015. He has been President and Chief Executive Officer of Whirlpool Corporation since 2017. He served as President and Chief Operating Officer of Whirlpool Corporation from 2015 to 2017. Prior to this role, he was Vice Chairman, Whirlpool Corporation, a position he held from 2014 to 2015. Mr. Bitzer had been President of Whirlpool North America and Whirlpool Europe, Middle East, and Africa after holding other positions of increasing responsibility since 1999. Prior to joining Whirlpool, Mr. Bitzer was a Vice President with the Boston Consulting Group. |

  19. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 3 |

  20. Executive Compensation Pay Mix

    | Judith K. Buckner Independent Director Director since: 2025 Age: 57 Committees: • Corporate Governance and Nominating • Human Resources | Key Skills and Qualifications: Ms. Buckner brings the following key skills and qualifications that enable her to add valuable insights to our board deliberations: significant consumer products, and product development, innovation and engineering experience gained in roles of increasing responsibility at Reynolds Consumer Products, Inc., including Director of Engineering and New Product Development; extensive corporate strategy and finance expertise gained in her roles as Senior Vice President of Business Transformation and leadership of two Reynolds’ divisions; technology and cybersecurity strategy experience gained as a member of Reynold’s cybersecurity steering team; and substantial experience in supply chain, manufacturing, and logistics gained from her progressive leadership roles in operations and manufacturing at Reynolds. Employment Background: Ms. Buckner has been President of the Reynolds Cooking and Baking division of Reynolds Consumer Products, Inc. since 2022. She served as President of the Presto Products business unit of Reynolds from 2019 to 2022; Senior Vice President of Business Transformation at Reynolds from 2017 to 2019; and Vice President of Operations and Engineering for Reynolds’ Hefty Waste Bags and Food Bags business from 2014 to 2017. Ms. Buckner joined Reynolds in 2000 as an engineering manager and held various positions of increasing responsibility in manufacturing, operations and engineering. Prior to joining Reynolds, Ms. Buckner held various engineering and leadership roles in product development, manufacturing and operations at Hoechst-Celanese/Invista at several of their U.S. locations, with international research and project experience. |

  21. Executive Compensation Pay Mix

    | Greg Creed Independent Presiding Director Director since: 2017 Age: 68 Committees: • Corporate Governance and Nominating (Chair) • Human Resources Other Public Company Boards • Aramark (since 2020) • Delta Airlines, Inc. (since 2022) Prior Public Company Boards • Sow Good Inc. (2020 – 2022) • Yum! Brands, Inc. (2014 – 2020) • International Game Technology (2010 – 2015) | Key Skills and Qualifications: Mr. Creed brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: extensive senior leadership experience as Chief Executive Officer at Yum! and Taco Bell; human capital management experience as Chief Operating Officer at Yum!; in-depth sales and marketing experience gained as Chief Marketing Officer at Taco Bell; international work experience during his tenure at Unilever; and corporate governance experience gained from his service on other public company boards of directors. Employment Background: Mr. Creed served as Chief Executive Officer of Yum! Brands, Inc., a leading operator of quick service restaurants, from 2015 until his retirement in 2019. Following his retirement, Mr. Creed provided advisory services to Yum! throughout 2020 on a part-time basis. He served as Chief Executive Officer of Taco Bell Division from 2011 to 2014, and as President and Chief Concept Officer of Taco Bell U.S. from 2007 to 2011. He held various roles within Yum!, including Chief Marketing Officer, Taco Bell, and Chief Operating Officer, Yum!, after holding other positions of increasing responsibility with the company since 1994. Prior to joining Yum! in 1994, Mr. Creed worked with Unilever in Australia, London, and New York. |

  22. Executive Compensation Pay Mix

    | 4 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  23. Executive Compensation Pay Mix

    | Diane M. Dietz Independent Director Director since: 2013 Age: 60 Committees: • Human Resources (Chair) • Finance | Key Skills and Qualifications: Ms. Dietz brings the following key skills and qualifications that enable her to contribute invaluable insights to our board deliberations: senior leadership experience as Chief Executive Officer of Rodan & Fields, LLC; extensive sales, marketing, and brand management experience acquired through her executive leadership roles at large-scale consumer product companies, including Rodan & Fields, Safeway, and Procter & Gamble; experience in product development and innovation gained during her extensive career in consumer products; and knowledge and experience in human capital management obtained while overseeing large teams at these companies. Employment Background: Ms. Dietz served as President and Chief Executive Officer of Rodan & Fields, LLC, a leading premium skincare company, from 2016 until her retirement in 2021. She served as Executive Vice President and Chief Marketing Officer of Safeway, Inc., a leading food and drug retailer, from 2008 to 2015. Prior to joining Safeway, Inc., Ms. Dietz served as Vice President and General Manager, Procter & Gamble’s Oral Care business, led a broad range of brand management and marketing functions across the P&G organization, and held positions of increasing responsibility with the company from 1989 to 2008. |

  24. Executive Compensation Pay Mix

    | Gerri T. Elliott Independent Director Director since: 2014 Age: 69 Committees: • Finance • Human Resources Prior Public Company Boards • Marqeta, Inc. (2021 – 2024) • Marvell Technology Group Ltd. (2017 – 2018) • Mimecast Limited (2017 – 2018) • Imperva, Inc. (2015 – 2018) • Bed Bath & Beyond, Inc. (2014 – 2017) | Key Skills and Qualifications: Ms. Elliott brings the following key skills and qualifications that enable her to add valuable insights to our board deliberations: global sales and marketing experience and extensive technology and cybersecurity expertise obtained throughout her career in the technology industry; global business operations and international work experience gained during her tenure at International Business Machines (IBM) Corporation’s Asia Pacific operations; and corporate governance and sustainability experience gained during her prior service on other public company boards. Employment Background: Ms. Elliott served as the Executive Vice President and Chief Customer and Partner Officer of Cisco Systems, Inc. from 2018 until her retirement in 2022. She served as the Executive Vice President, Strategic Advisor, and Chief Customer Officer of Juniper Networks, a producer of high-performance networking equipment, from 2013 to 2014. Ms. Elliott began her employment with Juniper Networks in 2009 and held positions of increasing responsibility with the company through 2014. Before joining Juniper Networks, she served as Corporate Vice President, Worldwide Public Sector Organization of Microsoft Corporation, from 2004 to 2008. Prior to joining Microsoft, Ms. Elliott spent 22 years at IBM Corporation, where she held several senior executive positions in the U.S. and internationally. |

  25. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 5 |

  26. Executive Compensation Pay Mix

    | Richard J. Kramer Independent Director Director since: 2024 Age: 62 Committees: • Audit • Corporate Governance and Nominating Other Public Company Boards • CNH Industrial N.V. (since 2023) Prior Public Company Boards • The Goodyear Tire & Rubber Company (2010 – 2024) • The Sherwin-Williams Company (2012 – 2023) | Key Skills and Qualifications: Mr. Kramer brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: extensive senior leadership experience as Chairman and Chief Executive Officer and other executive leadership roles over his 24-year career at The Goodyear Tire & Rubber Company; significant experience in accounting, finance, and capital structure acquired through education, public accounting firm experience, and service in Goodyear finance roles of increasing responsibility, including Chief Financial Officer; corporate strategy, mergers and acquisitions expertise evidenced during his tenure as Goodyear Chief Executive Officer, including through implementation of a long-term strategy roadmap and execution of a major acquisition; and experience in product development and innovation, specifically experience with developing relationships to spur innovation and integrate new technology. Employment Background: Mr. Kramer served as Chairman, Chief Executive Officer, and President of The Goodyear Tire & Rubber Company, a global manufacturer, marketer, and distributor of tires, from 2010 until his retirement in January 2024. Mr. Kramer joined Goodyear in March 2000 and held various positions at Goodyear, including Chief Operating Officer from June 2009 to April 2010; President, North American Tire from March 2007 to April 2010; Executive Vice President and Chief Financial Officer from June 2004 to August 2007; Senior Vice President, Strategic Planning and Restructuring from September 2003 to June 2004; Vice President, Finance, North American Tire from July 2002 to September 2003; and Vice President, Corporate Finance from March 2000 to July 2002. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, where he held positions of increasing responsibility, including Partner. |

  27. Executive Compensation Pay Mix

    | Jennifer A. LaClair Independent Director Director since: 2020 Age: 54 Committees: • Audit (Chair) • Corporate Governance and Nominating | Key Skills and Qualifications: Ms. LaClair brings the following key skills and qualifications to our Board that enable her to add valuable insight to our board deliberations: extensive executive leadership experience; finance and accounting experience; regulatory, sales, and business transformation experience acquired during her years of experience in the financial services industry; technology expertise gained through aspects of her roles at Fiserv Inc. and Ally Financial Inc. and through her service on the board of directors of the Federal Reserve Bank of Richmond, where she served as Chair of the National Information Technology Committee; and international work experience gained through her role leading a global payments technology business at Fiserv and her roles at World Education and the Harvard Institute of International Development. Employment Background: Ms. LaClair currently serves as the Chief Executive Officer of Pay With Spire Inc., a national fintech payments company focusing on modern solutions for large enterprise merchants. From 2023-2025, LaClair served as the Head of Merchant Solutions and the Chief Revenue Officer of Fiserv Inc, a leading global provider of payments and financial services technology solutions. Prior to that time, Ms. LaClair spent five years as the Chief Financial Officer at Ally Financial Inc, the largest digital-only bank and leading financial services provider. Before Ally, Ms. LaClair spent ten years at PNC Financial Services, where she served as the Chief Financial Officer of all of the businesses, and the head of the company’s business banking segment. Earlier in her career, Ms. LaClair was a consultant with McKinsey and Company and spent six years working in international economic development. |

  28. Executive Compensation Pay Mix

    | 6 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  29. Executive Compensation Pay Mix

    | John D. Liu Independent Director Director since: 2010 Age: 57 Committees: • Audit • Finance Prior Public Company Boards • Amkor Technology, Inc. (2024 – 2025) • Greenhill & Co., Inc. (2017 – 2023) | Key Skills and Qualifications: Mr. Liu brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: significant corporate strategy, mergers and acquisitions and global business experience acquired through prior roles at a global investment bank, and currently as Executive Vice President of Corporate Development and Strategy at Amkor Technology, Inc.; significant finance and accounting expertise obtained through his education and career in investment banking and investment management, including service as a Chief Financial Officer; and legal and regulatory experience through his roles as an executive officer in investment banking and as managing partner of a Registered Investment Advisory Firm. Employment Background: Mr. Liu has been the Executive Vice President, Corporate Development and Strategy of Amkor Technology, Inc., an outsourced semiconductor assembly and test service provider, since November 2025. Mr. Liu served as Chief Executive Officer of Essex Equity Capital Management, a financial services company and Managing Partner of Richmond Hill Investments, an investment management firm from 2008 to October 2025. Prior to that time, Mr. Liu was employed for 12 years by Greenhill & Co., Inc., a global investment banking firm, in positions of increasing responsibility including Chief Financial Officer and the Co-Head of U.S. Mergers and Acquisitions. |

  30. Executive Compensation Pay Mix

    | James M. Loree Independent Director Director since: 2017 Age: 67 Committees: • Finance (Chair) • Audit Other Public Company Boards • United Natural Foods, Inc. (since 2023) Prior Public Company Boards • Stanley Black & Decker, Inc. (2016 – 2022) • Harsco Corporation (2010 – 2016); Audit Committee Chairman (2012 – 2016) | Key Skills and Qualifications: Mr. Loree brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: extensive senior leadership experience as President and Chief Executive Officer at a large public company; deep experience in finance, accounting, and capital allocation through finance roles with public companies, including serving as a Chief Financial Officer; experience with supply chain, manufacturing and logistics acquired in operations roles throughout his career; and experience with leading sustainability initiatives at the helm of a global consumer products company. Employment Background: Mr. Loree has served as the Chief Executive Officer at Serta Simmons Bedding, LLC since July 2024 and as a member of Serta Simmons’ board of directors since July 2023. Previously, he served as President and Chief Executive Officer of Stanley Black & Decker, Inc., a leading industrial and consumer products company, from 2016 to June 2022. At Stanley Black & Decker, Mr. Loree also served as President and Chief Operating Officer from 2013 to 2016; Chief Operating Officer from 2009 to 2013; Executive Vice President and Chief Financial Officer from 2002 to 2009; and Vice President and Chief Financial Officer from 1999 to 2002. Prior to joining Stanley Black & Decker, Mr. Loree held positions of increasing responsibility in financial and operating management in business, corporate, and financial services at General Electric from 1980 to 1999. |

  31. Executive Compensation Pay Mix

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 7 |

  32. Executive Compensation Pay Mix

    | John G. Morikis Independent Director Director since: 2025 Age: 62 Committees: • Corporate Governance and Nominating • Human Resources Other Public Company Boards • General Mills, Inc. (since 2024) • United Parcel Service, Inc. (since 2025) • Johnson & Johnson (since 2025) Prior Public Company Boards • The Sherwin-Williams Company (2015 – 2025) • Fortune Brands Innovations, Inc. (2011 – 2024) | Key Skills and Qualifications: Mr. Morikis brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: extensive senior leadership experience as Chairman and Chief Executive Officer and other executive leadership roles during his 40-year career at The Sherwin-Williams Company; in-depth global business operations and international work experience, and global supply chain, manufacturing, and logistics experience acquired as Chief Operating Officer at Sherwin-Williams; and deep consumer products experience gained during his long tenure at a large consumer products company and his service on the boards of directors of other consumer products companies. Employment Background: Mr. Morikis served as Executive Chairman of The Sherwin-Williams Company, from January 2024 until his retirement in December 2024. He served as Chairman from January 2017 to December 2023; Chief Executive Officer from January 2016 to December 2023; President from March 2021 to March 2022 and October 2006 to March 2019; Chief Operating Officer from October 2006 to January 2016; and President, Paint Stores Group from October 1999 to October 2006. Mr. Morikis joined Sherwin-Williams in 1984 as a management trainee in the Paint Stores Group. |

  33. Executive Compensation Pay Mix

    | Rudy Wilson Independent Director Director since: 2023 Age: 50 Committees: • Audit • Finance | Key Skills and Qualifications: Mr. Wilson brings the following key skills and qualifications that enable him to add valuable insights to our board deliberations: global operations and international experience as Chief Operating Officer of TOMY International and through his service in positions with global scope at SC Johnson; significant sales, marketing, and brand management experience in positions of increasing responsibility at SC Johnson, AT&T Inc., and PepsiCo, Inc.; extensive consumer products experience gained over his 25+ year career with consumer-facing brands and companies; product development and innovation experience in managing category leading brands and developing new category disruptors. Employment Background: Mr. Wilson has served as the Chief Operating Officer of TOMY International, a global toy manufacturer, since January 5, 2026. Previously, he served as President of Global Consumer Brands of SC Johnson, a leading consumer products company, from 2021 to 2024; Chief Marketing Officer for SC Johnson’s Consumer Brands Division from 2019 to 2021; and as a Regional Senior Vice President of the company from 2018 to 2019. Prior to joining SC Johnson, Mr. Wilson held brand, marketing, and general management roles at AT&T and PepsiCo. |

  34. Executive Compensation Pay Mix

    | The Board of Directors recommends that stockholders vote FOR the election of each of these nominees as a director. |

  35. Executive Compensation Pay Mix

    | 8 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  36. Executive Compensation Pay Mix

    Board of Directors and Corporate Governance

  37. COMPENSATION RISK ASSESSMENT

    | Risk-Mitigating Features of Whirlpool Corporation’s Compensation Programs | | • Annual and long-term performance metrics used in our global compensation programs are multiple, different, balanced, and more heavily weighted toward corporate-wide financial metrics; | | • Long-term incentive compensation represents a significant portion of our executive compensation mix; | | • Metrics and goals used in the executive compensation programs are approved by the Human Resources Committee, which is composed solely of independent directors; | | • The Human Resources Committee retains an independent consultant that is involved with an ongoing review of the executive compensation program; | | • Robust stock ownership guidelines are in place for executives; | | • A Clawback Policy is in place in event of financial restatement, and clawback provisions for variable compensation programs and equity awards are in place in the event of misconduct or other circumstances; | | • The Company has a comprehensive Insider Trading Policy with hedging restrictions for all employees and directors, and pledging and margin trading restrictions for executives and directors; | | • Our incentive designs avoid objectives that might maximize short-term payouts at the expense of long-term sustainable performance; and | | • We have limited commission incentive programs that are designed to pay out based on profitability and are subject to multiple layers of management review, including an annual review of plan design and results by senior management. |

  38. Succession Planning and Refreshment

    Succession Planning and Refreshment The Board selects new director-nominees for election to the Board and recommends directors for re-election based on the recommendations of the Corporate Governance and Nominating Committee. The Committee regularly reviews board composition to ensure that our Board as a whole reflects the experiences, qualifications, and attributes necessary to provide effective oversight of our strategy and risks to the business. The Committee considers business trends and emerging risks, and solicits the input of the full Board in identifying these characteristics. The Committee has determined that the characteristics appearing in the matrix under “Item 1 – Directors and Nominees for Election as Directors” above are currently the most important to our Company’s strategy and risk oversight. In assessing board composition, the Committee also takes into consideration planned retirement dates under the Corporate Governance Guidelines’ age 72 retirement provision. We believe it is valuable to have directors with varying lengths of service in order to strike the right balance between board refreshment and continuity. The five independent directors who joined the Board in the past five years bring new experiences and fresh perspectives. Our directors with longer terms of service provide stability and continuity to the Board. In addition, they have deep knowledge of our operations, significant exposure during various economic cycles to both our business and our industry, and an understanding of the evolution of our strategy. The average tenure of our director-nominees is 7 years. The composition, characteristics, and needs of the Board change over time and are considered by the Corporate Governance and Nominating Committee in determining whether to undertake a director search and, if so, in establishing the desirable candidate profile. The Committee recognizes the benefits of a board membership reflecting differences in viewpoints, professional and life experiences, education, skills, race , gender, ethnicity, national origin, and age, and considers these benefits in each independent director search. In addition, the Committee has identified desired personal traits for director candidates which include a reputation for personal and professional integrity; strength of character; sound business judgment; the availability and commitment to devote sufficient time to director duties; strong interpersonal and communication skills; independence; the ability to represent the long-term interests of all shareholders; and the absence of any conflicts of interest. The Corporate Governance and Nominating Committee may elect to retain a third-party search firm to assist in identifying potential candidates and/or facilitating the candidate screening process. The Committee retains the sole authority to retain and terminate any search firm, including sole authority to approve the search firm’s fees and other retention terms. Mr. Morikis, who joined the Board in February 2025, was recommended to the Committee by an independent director, and was vetted by a third-party search firm. Ms. Buckner, who joined the Board in June 2025, and Ms. Adcock, who joined the Board in August 2025, were recommended to the Committee by third-party search firms. Once a qualified potential candidate has been identified, members of the Committee meet with the candidate in person to assess the candidate’s qualifications and interest in the Company and its Board. The Committee will then meet to consider whether to recommend the candidate to the Board for appointment as a director or to recommend that the Board include the candidate on the slate of director-nominees to be elected by the shareholders. We believe that these practices ensure that the shareholders are represented by highly-engaged independent directors with the requisite experience and attributes to exercise effective strategy and risk oversight.

  39. Succession Planning and Refreshment

    | 16 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  40. CORPORATE RESPONSIBILITY OVERSIGHT AND PRACTICES

    | ∎ | Updated near-term emissions reduction targets and established a new long-term target to accelerate progress and align with the latest science-based guidelines; |

  41. CORPORATE RESPONSIBILITY OVERSIGHT AND PRACTICES

    | ∎ | Improved employee engagement scores as compared to 2024; near top quartile of benchmark companies; |

  42. CORPORATE GOVERNANCE GUIDELINES AND OTHER AVAILABLE INFORMATION

    | (1) Does not include 2,400,447 shares held by the Whirlpool 401(k) Trust (except for 19,026 shares held for the accounts of executive officers). Includes restricted stock units (RSU) within 60 days of February 9, 2026, before deferrals and tax liabilities. Does not include performance stock units that become payable within the same timeframe. |

  43. CORPORATE GOVERNANCE GUIDELINES AND OTHER AVAILABLE INFORMATION

    | (4) May include RSUs and option shares which cannot be voted until vesting or exercise, as applicable. |

  44. CORPORATE GOVERNANCE GUIDELINES AND OTHER AVAILABLE INFORMATION

    | Non-employee Director Compensation Element | 2025 | 2026 | | Annual Cash Retainer | $150,000 | $150,000 | | Annual Stock Retainer | $160,000(1) | $160,000(1) | | Additional Annual Cash Retainer for Committee Chairs: | | | | Audit Committee | $25,000 | $25,000 | | Corporate Governance & Nominating Committee | $20,000 | $20,000 | | Finance Committee | $15,000 | $15,000 | | Human Resources Committee | $25,000 | $25,000 | | Additional Annual Cash Retainer for Presiding Director | $40,000 | $40,000 |

  45. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  46. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | All Other Compensation (3) ($) | Total ($) | | Mary Ellen Adcock | 55,435 | — | 1,967 | 57,402 | | Samuel R. Allen | 167,308 | 159,972 | 1,967 | 329,247 | | Judith K. Buckner | 81,181 | — | 1,967 | 83,148 | | Greg Creed | 192,692 | 159,972 | 40,752 | 393,416 | | Diane M. Dietz | 175,000 | 159,972 | 19,818 | 354,790 | | Gerri T. Elliott | 150,000 | 159,972 | 5,090 | 315,062 | | Richard J. Kramer | 150,000 | 159,972 | 5,259 | 315,231 | | Jennifer A. LaClair | 175,000 | 159,972 | 15,991 | 350,963 | | John D. Liu | 154,327 | 159,972 | 5,451 | 319,750 | | James M. Loree | 160,673 | 159,972 | 18,369 | 339,014 | | Harish Manwani | 150,000 | 159,972 | 2,634 | 312,606 | | John G. Morikis | 130,417 | 159,972 | 1,967 | 292,356 | | Larry O. Spencer (4) | 43,681 | — | 15,422 | 59,103 | | Rudy Wilson | 150,000 | 159,972 | 12,892 | 322,864 |

  47. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (1) Represents all retainer fees for Board, Committee Chair, or Presiding Director service, before deferrals. |

  48. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (2) Reflects value of shares, before deferrals, awarded in 2025. As of December 31, 2025, none of our non-employee directors were deemed to have outstanding stock awards because all stock awards vest immediately. |

  49. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (3) The table below presents an itemized account of 2025 non-employee director “All Other Compensation”. |

  50. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (4) Mr. Spencer did not stand for re-election in 2025 for reasons unrelated to the Company. |

  51. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Life Insurance Premiums ($) | Charitable Program ($) | Whirlpool Appliances and Other Benefits (a) ($) | Total ($) | | Mary Ellen Adcock | — | — | 1,967 | 1,967 | | Samuel R. Allen | — | — | 1,967 | 1,967 | | Judith K. Buckner | — | — | 1,967 | 1,967 | | Greg Creed | — | — | 40,752 | 40,752 | | Diane M. Dietz | — | — | 19,818 | 19,818 | | Gerri T. Elliott | — | — | 5,090 | 5,090 | | Richard J. Kramer | — | — | 5,259 | 5,259 | | Jennifer A. LaClair | — | — | 15,991 | 15,991 | | John D. Liu | 2,549 | — | 2,902 | 5,451 | | James M. Loree | — | — | 18,369 | 18,369 | | Harish Manwani | — | — | 2,634 | 2,634 | | John G. Morikis | — | — | 1,967 | 1,967 | | Larry O. Spencer (b) | — | — | 15,422 | 15,422 | | Rudy Wilson | — | — | 12,892 | 12,892 |

  52. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (a) Includes the cost of Whirlpool products provided for personal use by directors. |

  53. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (b) Mr. Spencer did not stand for re-election in 2025 for reasons unrelated to the Company. |

  54. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 24 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  55. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Compensation Discussion and Analysis In this section, we provide a detailed description of our executive compensation programs, including our pay-for-performance philosophy, the business strategy-driven program design, the individual elements of the programs, the methodology and processes used by the Human Resources Committee (the “Committee”) to make compensation decisions, and the relationship between Whirlpool performance and compensation delivered in fiscal 2025.

  56. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | The discussion in this CD&A focuses on our CEO, CFO, and the three most highly compensated other executive officers serving as of the end of the year(1) (the “NEOs”), who were: | | | • Marc R. Bitzer | Chairman and Chief Executive Officer | | • James W. Peters(2) | Executive Vice President, Chief Financial and Administrative Officer and President, Whirlpool Asia | | • Alessandro Perucchetti(3) | Executive Vice President and President, Whirlpool North America | | • Juan Carlos Puente(4) | Executive Vice President and President, Whirlpool Latin America | | • Carey L. Martin(5) | Executive Vice President, Chief Human Resources and Corporate Relations Officer |

  57. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (1) The NEOs’ roles noted above are reflected as of the end of the fiscal year 2025. On November 6, 2025 the Company announced changes to its senior leadership team as part of its ongoing talent planning process. |

  58. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (2) Mr. Peters stepped down from his role effective December 31, 2025, and continues to serve as executive vice president in a non-executive officer role, with responsibility for leading the Company’s enterprise transformation initiatives. |

  59. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (3) Mr. Perucchetti stepped down from his role effective December 31, 2025, and continues with the Company in a full-time non-executive officer advisory role facilitating the transition of responsibilities. |

  60. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (4) Mr. Puente’s employment in Mexico concluded as of December 31, 2025. Effective January 1, 2026, Mr. Puente transitioned to the newly created position of Executive President, Whirlpool North America and Global Strategic Sourcing and relocated to the United States. |

  61. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | (5) Ms. Martin’s role expanded as of January 1, 2026 to include responsibility for the Business Services organization. |

  62. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | i. Executive Summary |

  63. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 2025 COMPANY RESULTS | | In 2025 the Company demonstrated operational resilience against the external pressures, including U.S. trade tariffs and competitor inventory pre-loading, consumer sentiment volatility and a suppressed U.S. housing market for the fourth consecutive year, which negatively impacted discretionary spending. Despite these challenges, we delivered approximately $200M of cost take out actions, partially offsetting the incremental cost of tariffs. We executed our largest product refresh in more than a decade, transitioning over 30% of our North America’s portfolio to new products. We delivered exceptional growth and margin expansion of our Small Domestic Appliances (SDA) business. The company executed another key milestone in our ongoing portfolio transformation, reducing its ownership stake in Whirlpool of India to approximately 40%, and utilized the proceeds to pay down debt, reinforcing its commitment to the capital allocation priorities. | | The Company: | | • Delivered revenue of $15.5 billion, down 6.5% year-over-year due to the deconsolidation of the European major domestic appliance business; approximately flat organically(1) with strong growth in SDA Global segment. | | • Delivered GAAP net earnings of $318 million (or 2.2% net earnings margin) and GAAP earnings per share (EPS) of $5.66. | | • Delivered ongoing (non-GAAP) earnings per diluted share(1) of $6.23 and ongoing (non-GAAP) EBIT margin(1) of 4.7% with strong cost take-out actions partially offsetting negative impacts of tariffs, currency, and the continued marketing and technology investments needed to drive future efficiencies and growth. | | • Continued to invest in innovation and automation, including approximately $0.8 billion in capital expenditures and R&D, delivering multiple first-to-market new product features. |

  64. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 25 |

  65. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | • Generated cash provided by operating activities of $470 million and free cash flow (FCF)(1) of $81 million. | | • Returned $299 million of cash to shareholders in dividends, representing our 70th consecutive year of dividends paid. | | • Named one of Fortune’s World’s Most Admired Companies for the 15th consecutive year. | | (1) For a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures, please see Annex A |

  66. 2025 COMPENSATION DECISIONS

    2025 COMPENSATION DECISIONS Ongoing EBIT and FCF results for 2025 were below target. Based on performance results relative to the goals, the calculated Company Performance Factor was 41% of target; however, the Committee adjusted the Company Performance Factor to 50% of target to exclude the impact of tariff-related, one-time headwinds. Our 2023-2025 long-term incentive performance was below expectations when compared to the goals set at the beginning of the three-year performance period. Cumulative Ongoing EPS and Average Return on Invested Capital (ROIC) were both below threshold for 2023-2025 performance period, leading to a payout for our performance-based long-term incentive of 0% of target. Key compensation actions for 2025 are summarized in the table below:

  67. 2025 COMPENSATION DECISIONS

    | Pay Element | 2025 Result / Action | | Base Salary | 2025 salary increases for Named Executive Officers ranged from 0% to 8.2%. | | Short-term Incentive | 2025 Ongoing EBIT and Free Cash Flow results both fell short of target. Payout was determined to be 50% of target. See “Short-term Incentives” below for details. | | Long-term Incentive | 2023-2025 Cumulative Ongoing EPS and three-year Average ROIC fell below threshold. Payout was determined to be 0% of target. See “Long-term Incentives” below for details. |

  68. PAY-FOR-PERFORMANCE PHILOSOPHY

    | • | Compensation should be incentive-driven with a focus on both short-term and long-term results; |

  69. PAY-FOR-PERFORMANCE PHILOSOPHY

    | • | Components of compensation should be linked to drivers of sustainable stockholder value over the long term; and |

  70. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

    | What We Do | | What We Don’t Do | | | ✓ | Pay for performance | | Allow hedging or pledging of Whirlpool stock by executive officers or directors | | ✓ | Use an independent compensation consultant solely engaged to provide executive and director compensation services to Whirlpool | | Provide excise tax gross-ups | | ✓ | Cap short-term and long-term incentive award payouts at market-competitive levels | | Enter into employment contracts except as required by local law or prevailing local market practice | | ✓ | Maintain robust stock ownership guidelines for our executives (7x salary multiple for CEO) | | Pay dividends or dividend equivalents on grants of any Performance Stock Units (PSUs) or Restricted Stock Units (RSUs) prior to vesting | | ✓ | Subject all variable pay and equity awards to rigorous compensation recovery claw-back requirements that exceed SEC requirements | | Reprice or reload stock options | | ✓ | Have “double-trigger” change-in-control agreements | | | | ✓ | Carefully manage risk in our compensation programs to protect against unintended outcomes | | | | ✓ | Hold annual “Say on Pay” votes | | | | ✓ | Maintain hedging restrictions for employees and directors, and pledging and margin trading restrictions for executives and directors | | | | ✓ | Provide market-competitive perquisites deemed necessary to attract and retain top talent | | |

  71. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

    | • | External competitive market pay levels and practices; |

  72. COMPETITIVE MARKET COMPENSATION ANALYSIS

    COMPETITIVE MARKET COMPENSATION ANALYSIS While the Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based solely on market practices. Whirlpool performance and compensation levels relative to similar companies and other market-competitive data is just one of several factors the Committee considers in determining executive compensation. For 2025, the Committee utilized the comparator group of companies listed below to provide competitive reference points for executive compensation. This comparator group was recommended based upon advice from FW Cook, the Committee’s independent compensation consultant. The companies in our comparator group meet multiple screening criteria, including revenue, income, assets, market capitalization, number of employees, lines of business, similarity to Whirlpool in global operations, and required management skills. Additionally, companies in the comparator group are recognized for their excellence in the areas of consumer focus and trade customer relations and for possessing highly complex global supply chains and manufacturing footprints.

  73. COMPETITIVE MARKET COMPENSATION ANALYSIS

    | 2025 Comparator Group | | | 3M Company Carrier Global Corporation Colgate-Palmolive Company Cummins, Inc. Eaton Corporation plc Emerson Electric Co. Fortune Brands Innovations, Inc. The Goodyear Tire & Rubber Company Illinois Tool Works, Inc. Johnson Controls International plc | Kellanova Kimberly-Clark Corporation Lear Corporation Masco Corporation Mohawk Industries, Inc. Newell Brands, Inc. Parker Hannifin Corporation Stanley Black & Decker, Inc. Textron, Inc. Trane Technologies plc |

  74. COMPETITIVE MARKET COMPENSATION ANALYSIS

    | 28 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  75. COMPETITIVE MARKET COMPENSATION ANALYSIS

    In evaluating companies for inclusion in the peer frame, scale is primarily measured based on revenue because this metric best reflects the overall complexity of each organization’s operations. Based on information provided by FW Cook, the median statistics of our comparator group when the Committee determined NEO pay in February 2025 (dollar values in millions) were:

  76. COMPETITIVE MARKET COMPENSATION ANALYSIS

    | Measure | Median of Comparator Group | Whirlpool | | Revenue (Trailing 12 Months (“TTM”)) | $19,218 | $16,607 | | Net Income (TTM) | $1,471 | $(323) | | Assets TTM | $19,034 | $16,301 | | Market Capitalization (December 31, 2024) | $45,761 | $6,312 | | Employees | 47,750 | 44,000 |

  77. COMPETITIVE MARKET COMPENSATION ANALYSIS

    Note: Based on data available from S&P Capital IQ as of December 31, 2024, as analyzed by FW Cook. We supplement the publicly-disclosed compensation data from the comparator companies with data from proprietary surveys purchased from third-party consulting firms and data vendors. These independently conducted surveys generally include data from numerous organizations across various industry groupings and specific international regions, and also allow for comparisons to be made on the basis of job scope, similar organization size (revenue or employees) and other measures relevant to Whirlpool. We believe our compensation analyses provide valuable insight into prevailing market pay levels and leading practices in both compensation program design and governance.

  78. OVERVIEW OF 2025 EXECUTIVE COMPENSATION ELEMENTS

    | Element | Form | Characteristics/Purpose | 2025 Metrics | | Base Salary(1) | Cash | Fixed component based on responsibility, experience, and individual performance | N/A | | Short-term Incentives (“EPEP”)(1) | Annual Performance Cash Award | Performance-based variable cash incentive to reward for achieving annual financial goals | Ongoing (non-GAAP) EBIT – 70% FCF – 30% | | Long-term Incentives (“SEP”)(1) | PSUs | Motivate, reward and retain employees for the achievement of Company financial and strategic performance over a preset three-year performance period beginning January 1 | Cumulative Ongoing EPS – 50% ROIC – 50% | | | RSUs | Provide incentive for long-term stock price appreciation and promote retention | Market value of the stock | | Other Rewards and Benefits | Health and Welfare Benefits | NEOs generally participate in the same health and welfare benefit programs available to substantially all salaried employees in their country | N/A | | | Retirement Benefits(2) | U.S.-based NEOs participate in tax-qualified and non-qualified defined benefit and defined contribution retirement plans designed to provide a market-competitive level of income replacement upon achieving retirement eligibility and enable an orderly succession of talent | N/A | | | Perquisites | Limited perquisites are designed to support a market-competitive compensation package | N/A |

  79. OVERVIEW OF 2025 EXECUTIVE COMPENSATION ELEMENTS

    | (1) Target is generally market median for similar positions in the comparator group and compensation survey data |

  80. Short-term Incentives

    Short-term Incentives Annual awards of variable cash incentives are paid under the terms of the Executive Performance Excellence Plan, which we commonly refer to as “EPEP.” Consistent with our pay-for-performance philosophy, our short-term cash incentive program is designed to focus attention on short-term drivers of stockholder value creation, reflect Company financial results, and complement the metrics used in our long-term incentive program to create a balanced focus on the key drivers of our multi-year financial and operational strategy. The program is designed so that a significant portion of our NEOs’ short-term cash compensation is variable and directly tied to Company performance results. In 2025, the Committee established short-term incentive target opportunities as a percentage of base salary for each NEO, taking into account competitive market data. Target award levels are generally set at the median of the comparator group. The Committee made one adjustment to 2025 short-term incentive targets: increasing Ms. Martin’s target from 75% of eligible base salary to 90%; Ms. Martin’s target was prorated for 2025. This adjustment was made in consideration of competitive market practice and after considering the advice of FW Cook. Target short-term incentive opportunities for 2025 were as follows:

  81. Short-term Incentives

    | NEO | 2025 Short-term Incentive Target Award | | | | (as a % of Eligible Base Salary) | ($) | | Marc R. Bitzer | 160% | $2,168,000 | | James W. Peters | 115% | $1,092,500 | | Alessandro Perucchetti | 100% | $725,000 | | Juan Carlos Puente | 90% | $643,500 | | Carey L. Martin | 90% | $656,815 |

  82. Short-term Incentives

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 31 |

  83. Short-term Incentives

    Beginning in 2025, the Committee approved a shift in the EPEP framework for our Named Executive Officers by removing the individual performance multiplier in favor of a 100% Company Performance Factor ranging from 0% to 200% based on performance metrics aligned with our critical objectives for the year. This adjustment was designed to further strengthen the link between executive pay and the delivery of our global strategic priorities, including our multi-year portfolio transformation and cost-reduction initiatives. This change ensures that our senior leadership performance metrics are purely objective and fully aligned with the value realized by our shareholders.

  84. Short-term Incentives

    | * Ongoing EBIT measure excludes items that may not be indicative of, or are unrelated to, results from our ongoing business operations. Ongoing EBIT consists of GAAP net earnings available to Whirlpool before net earnings (loss) available to non-controlling interests, income tax expense (benefit), and interest expense; and it excludes the impact of M&A transactions, intangible asset impairment, legacy Europe, Middle East and Africa business (“EMEA”) legal matters, and restructuring expense/reserve release (including with respect to our equity method investments). |

  85. Short-term Incentives

    | ** Free Cash Flow consists of GAAP cash provided by operating activities after capital expenditures. |

  86. Short-term Incentives

    Each NEO had responsibilities focused on the Global Corporate Enterprise in 2025. The Committee may change performance measures and weightings from year to year depending on the Company’s strategic objectives for that year. Consistent with prior years, the Committee chose Ongoing EBIT and Free Cash Flow for 2025 because they are key drivers of stockholder value that we use to communicate with the investment community and that are closely tracked by our investors in measuring our financial performance. In 2025, the Committee chose to weight Ongoing EBIT 70% and Free Cash Flow 30% in recognition of the importance of margin expansion as a driver of shareholder value creation. To establish the performance goals and payout levels, the Committee considered operating and macroeconomic factors, as well as historical performance results falling short of expectations, as Ongoing EBIT declined from $1,360M in 2022 to $1,191M in 2023 and $887M in 2024, while Free Cash Flow decreased from $820M to $366M and $385M over the same period. The goals and ranges established by the Committee and actual 2025 performance are summarized in the table below:

  87. Short-term Incentives

    | Performance Measure | Weighting | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | 2025 Actual Result | Payout | | Ongoing EBIT | 70% | $500M | $950M | $1,200M | $729M | 58% | | Free Cash Flow | 30% | $185M | $425M | $625M | $81M | 0% |

  88. Short-term Incentives

    The Committee determined levels of achievement based on our financial results as follows:

  89. Short-term Incentives

    | • | Ongoing EBIT of $729 million was below the target goal of $950 million; and |

  90. Short-term Incentives

    | • | Free Cash Flow of $81 million was below the target goal of $425 million. |

  91. Short-term Incentives

    | 32 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  92. Short-term Incentives

    2025 marked a difficult year with unforeseen challenges, particularly as we proactively managed a volatile macro environment. Although we expected the housing market to improve in 2025, the mortgage ‘lock-in effect’ coupled with low consumer confidence led to a 30-year low of existing home sales, impacting discretionary demand. Consequently, we navigated significant external shocks, including absorbing roughly $300 million of tariffs while industry pricing did not yet adjust. As a result, our ongoing EBIT and free cash flow fell short of the expectations we set at the beginning of the year. The calculated Company Performance Factor was 41% of target based on performance results. The Committee determined that the one-time impact of incremental tariff costs on goods in inventory and products shipped to trade customers at year end were extraordinary and not reflective of underlying operating performance. Accordingly, the Committee exercised discretion to adjust the Company Performance Factor to 50% of target. No other discretionary adjustments were made. The Committee determined the actual payout to each NEO by multiplying the NEO’s target award by the Company Performance Factor.

  93. Long-term Incentives

    Long-term Incentives The Committee approves annual grants of long-term incentives (LTI) to focus executives on longer-term financial and strategic objectives, to align management’s interests with those of our stockholders, and to attract, retain, and motivate the executive talent that Whirlpool requires to maximize stockholder value. These LTI awards, which we commonly refer to as Strategic Excellence Program awards, or “SEP,” were made under the stockholder-approved 2023 Omnibus Stock and Incentive Plan. The Committee, with the assistance of FW Cook, establishes the LTI target opportunity for each NEO after reviewing competitive market practices, the executive’s level of responsibility, and their contribution to our long-term success. In 2025, the Committee conducted a comprehensive review of our long-term incentive program and approved a shift in equity vehicles, replacing Stock Options with time-based RSUs. This transition aligns with industry benchmarks, ensuring we remain attractive to executive talent. Additionally, RSUs will provide a more stable retention value during market fluctuations, ensuring our leaders remain focused on long-term goals. LTI grants will continue to have 70% of SEP award value for NEOs granted in the form of PSUs, and the remaining 30% granted in the form of RSUs. This design delivers the majority of LTI value as performance-based compensation, with 70% subject to the achievement of pre-established multi-year performance goals and the RSUs will balance the overall program to retain, attract, and motivate executives while aligning their interests to those of our stockholders.

  94. Equity Award Grants

    Equity Award Grants Performance Stock Units: PSUs are tied directly to our financial and strategic performance over a three-year performance period beginning each January 1. Each annual grant rewards the recipient for the achievement of specific long-term strategic goals designed to deliver long-term stockholder value. The performance measures and goals are established by the Committee based on our internal operating plan and expectations for the three-year performance period. These awards also promote executive retention since the executive must generally remain employed with Whirlpool through the end of the performance period in order to vest in the full award. Restricted Stock Units: RSUs vest over a three-year period in approximately equal annual installments and promote a focus on long-term stock value creation, as well as executive retention derived from continued vesting requirements.

  95. Equity Award Grants

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 33 |

  96. 2025 SEP Awards

    | Named Executive Officer | 2025 SEP Target Award (1) | | Percentage of 2025 SEP Target Award comprised of: | | | | (% of Salary) | ($) | PSUs | RSUs | | Marc R. Bitzer | 848.70% | 11,500,000 | 70% | 30% | | James W. Peters | 385% | 3,657,500 | 70% | 30% | | Alessandro Perucchetti | 200% | 1,450,000 | 70% | 30% | | Juan Carlos Puente | 150% | 1,072,500 | 70% | 30% | | Carey L. Martin | 250% | 1,875,000 | 70% | 30% |

  97. 2025 SEP Awards

    | (1) Amounts reflect Target SEP Award. Grant value of SEP awards is dependent upon the number of PSUs and RSUs granted and the grant date fair value of PSUs and RSUs. Actual realizable value of award is dependent upon performance results relative to goals and stock price at the end of the performance period. |

  98. 2025 SEP Awards

    For the 2025-2027 performance period, the measures approved by the Committee for the PSUs are Cumulative Ongoing EPS and three-year average ROIC, each equally weighted at 50%. These measures were chosen because they represent important indicators of Company growth, profitability, and capital efficiency, which are key drivers of sustainable stockholder value creation. These two measures, and the equal weighting of these measures, remained the same as those used for the 2024 grants of PSUs. The Committee established that performance results meeting target goals would result in a payout equal to 100% of the target award, while stronger performance would result in increased award levels up to a maximum payout of 200% of the respective target award. Performance below target goals would result in a payout of less than 100%, and potentially 0%. The Committee established the performance goals for the PSUs to encourage strong, focused performance. In establishing the goals, the Committee considered the economic and market conditions at the time of grant, the Company’s long-range goals and recent actual performance results, the expectations of investors for future performance, and other factors. The target goals were designed to be challenging but with a reasonable probability of achievement, while performance goals resulting in maximum payouts were designed to be aggressive, stretch goals.

  99. Performance-based Award Payouts for the 2023-2025 Performance Period

    Performance-based Award Payouts for the 2023-2025 Performance Period For PSUs granted in 2023 (with a 2023-2025 performance period), performance goals were Cumulative Ongoing EPS (50% weighting) and three-year average ROIC (50% weighting). The Committee established a payout range from 0% to 200% for performance relative to each of these measures. These metrics were selected because they represent important measures of profitability, growth, and capital efficiency, which are key drivers of sustainable stockholder value creation. The full extent of geopolitical conflicts, raw material inflation, tariffs, and persistently high mortgage interest rates on our financial results for the 2023-2025 performance period was not known at the time the goals were approved by the Committee. However, the Committee has not made any adjustments to the performance goals for the performance period.

  100. Performance-based Award Payouts for the 2023-2025 Performance Period

    | * For purposes of the Company Performance Factor, the Cumulative Ongoing EPS metric was based on GAAP EPS, excluding restructuring expenses (including with respect to our equity method investments), impairment of certain goodwill and brand intangible assets, unique impacts associated with various M&A transactions, legacy EMEA legal matter charges, normalized tax rate adjustments, and share adjustments. We define ROIC as ongoing EBIT (with the same exclusions as Cumulative Ongoing EPS) after taxes divided by total invested capital, defined as total assets minus non-interest bearing current liabilities (NIBCLs). NIBCLs is defined as current liabilities less current maturities of long-term debt and notes payable. The ROIC calculation utilizes a constant 24% tax rate each year for consistency across the three-year period. |

  101. Performance-based Award Payouts for the 2023-2025 Performance Period

    The goals and ranges established by the Committee and actual 2023-2025 performance are summarized in the table below:

  102. Performance-based Award Payouts for the 2023-2025 Performance Period

    | | | Performance Goals (Payout % Target) | | | | | | Performance Measure | Weighting | Threshold (0%) | Target (100%) | Maximum (200%) | 2023-2025 Actual | Payout | | Cumulative Ongoing EPS (1) | 50% | $50.00 | $70.00 | $90.00 | $34.60 | 0% | | 3-year Average ROIC (2) | 50% | 9.0% | 11.0% | 15.0% | 6.54% | 0% |

  103. Performance-based Award Payouts for the 2023-2025 Performance Period

    | (1) Ongoing EPS for the 2023, 2024 and 2025 fiscal years were $16.16, $12.21 and $6.23, respectively. No discretionary adjustments were made. |

  104. Performance-based Award Payouts for the 2023-2025 Performance Period

    | (2) ROIC for the 2023, 2024 and 2025 fiscal years were 8.10%, 6.22%, and 5.31% respectively, resulting in a three-year average of 6.54% for the period. |

  105. Performance-based Award Payouts for the 2023-2025 Performance Period

    While there were many achievements over the three-year performance period which encompassed a significant part of our portfolio transformation efforts, our performance was well below expectations set at the beginning of the period, resulting in a 0% payout. During the performance period, we took a number of strategic actions to focus on our business portfolio, including the completion of the Europe transaction, and the reduction of our stake in Whirlpool of India.

  106. Performance-based Award Payouts for the 2023-2025 Performance Period

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 35 |

  107. Performance-based Award Payouts for the 2023-2025 Performance Period

    Unfortunately, persistently high mortgage interest rates negatively impacted the U.S. housing market and discretionary demand, and trade tariff volatility negatively impacted earnings. The calculated payout based on actual results relative to the pre-established goals was 0%. The Committee determined not to make any discretionary adjustment for any external factors and approved a payout of 0% of target.

  108. Strategic Retention Awards

    Strategic Retention Awards The Committee periodically grants equity awards to key employees, including NEOs, in connection with promotions, recruitment and retention efforts, succession planning, or significant accomplishments or achievements. In February 2025, the Committee granted one-time awards to Messrs. Perucchetti and Puente to ensure leadership stability and retention during the critical ongoing portfolio transformation and to align their interests with long-term value creation. Each award provides for the vesting and distribution of 10,000 RSUs on March 1, 2029, subject to the executive remaining continuously employed by the Company through the four-year vesting period.

  109. Executive Leadership Transitions

    Executive Leadership Transitions In November 2025, the Company announced several changes in its executive leadership team which became effective on January 1, 2026. The Board elected Mr. Puente and Ludovic Beaufils, then Executive Vice President and President, KitchenAid Small Appliances, to newly created Executive President positions, with responsibility for the Company’s North America business and Global Strategic Sourcing function and the KitchenAid Small Appliances business, Latin America business, and Global Information Technology and Design functions, respectively. In conjunction with Mr. Puente’s transition to Executive Vice President, North America and Global Strategic Sourcing, he will relocate to the United States. As a result, his employment contract in Mexico was terminated as of December 31, 2025 resulting in a mandatory separation payment of $1,365,333. Mr. Puente entered into an agreement with the Company providing that should his employment be terminated without cause at any time in the future, the amount of the mandatory separation payment would be deducted from any severance benefits which he might otherwise receive. In addition, Ms. Martin assumed an expanded Executive Vice President role with responsibility for Business Services. With the advice of FW Cook, the Committee took certain compensation actions in relation to each of these new roles for the 2026 fiscal year, which for Mr. Puente included an annual base salary of $780,000; an annual cash incentive target of 100% of base salary; and a long-term incentive target of 275% of base salary. In recognition of Ms. Martin’s expanded scope and the criticality of her continued leadership to the success of the Company’s ongoing executive succession process, the Committee set her annual base salary at $800,000; her annual cash incentive target at 100% of base salary; and her long-term incentive target at 275% of base salary for 2026, and awarded her 30,000 restricted stock units which will vest on November 5, 2028, subject to her continued employment through such date. In addition, the Committee agreed that should Ms. Martin separate from service with the Company following attainment of age 53, rather than age 55, her separation would be deemed to qualify as a retirement under the terms of her outstanding equity awards.

  110. Resulting Awards

    | Compensation Element | Value | Rationale | | Salary | $1,355,000 | Mr. Bitzer did not receive a salary increase in 2025. | | Short-term incentive | $1,084,000 50% Company Performance Factor | Using a Company Performance Factor of 50%, the Committee determined that Mr. Bitzer’s resulting 2025 short-term incentive award was $1,084,000. | | Long-term incentive | $9,449,861 | Represents the grant date fair value of the target award, with 30% of the target value delivered in RSUs and 70% delivered in PSUs, with a 2025-2027 performance period. |

  111. COMPENSATION RECOVERY (CLAWBACK)

    COMPENSATION RECOVERY (CLAWBACK) The Company’s Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) requires the Committee to recoup certain cash and equity incentive compensation paid to or deferred by executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the Clawback Policy, the Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeded the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts. In addition, the short-term incentive plan and all equity award agreements (both time-based and performance-based) include clawback provisions under which the repayment of awards may be required if the participant is terminated or otherwise leaves employment with Whirlpool within two years following the vesting date of the award and such termination of employment is connected with any misconduct or violation of Whirlpool policy, or if a participant violates or threatens to violate the terms of any confidentiality, non-solicit, non-compete, or other restrictive covenant agreement such participant has with the Company, or for any other reason considered by the Committee, in its sole discretion, to be detrimental to Whirlpool or its interests.

  112. PRACTICES RELATED TO THE GRANT OF EQUITY AWARDS

    PRACTICES RELATED TO THE GRANT OF EQUITY AWARDS The Committee approves annual equity grants for the CEO, named executive officers and Section 16 officers at its regularly scheduled meeting generally held the third Monday in February. The Committee has delegated authority to the CEO to make annual awards to employees who are not Section 16 officers. The February meeting typically occurs after the Company’s release of financial results for the prior year, which permits material information regarding our performance for the prior fiscal year to be evaluated by investors and the public before equity-based grants are made. The actual number of stock units are awarded based on the closing stock price on the date of grant. The Committee determined not to grant stock options in 2025 as part of the long-term incentive program, and to instead grant restricted stock units. The Committee does not grant or determine the terms of equity awards in anticipation of the release of material non-public information. Similarly, we do not time the release of material non-public information based on equity award grant dates. In addition to the annual grants, equity awards may be granted at other times during the year to new hires, employees receiving promotions, and in other circumstances. Off-cycle awards for Officers subject to Section 16 reporting requirements require Committee approval. The Committee has delegated authority to the CEO to make off-cycle awards for all other employees. Any off-cycle awards approved by the CEO or the Committee are granted on the first day of May, August or November.

  113. PRACTICES RELATED TO THE GRANT OF EQUITY AWARDS

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  114. POST-EMPLOYMENT PROVISIONS

    POST-EMPLOYMENT PROVISIONS Our U.S.-based NEOs are eligible to receive benefits under a severance policy generally available to U.S. salaried employees. We have also entered into Compensation Benefits and Assurance Agreements with each NEO, which provide benefits in the event of a qualifying termination following a change in control of Whirlpool. These agreements are designed so that our NEOs are not deterred from exploring strategic opportunities that will result in maximum value for stockholders, including actions that may result in a change in their position or standing within Whirlpool, and to promote orderly succession of talent and support our overall attraction and retention objectives. These agreements align our change-in-control severance program with current best practices in this area by imposing a “double-trigger” requirement under which benefits under these agreements are triggered only upon the occurrence of both a change-in-control event and the termination of the employment relationship by Whirlpool without cause or by the executive for good reason. The agreements do not provide “golden parachute” excise tax gross-ups.

  115. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews Company performance for the prior year and approves payouts under our short-term incentive plan for all Executive Committee members, including our CEO and other NEOs. |

  116. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews performance results for the prior performance period and approves payouts for our long-term incentive plan. |

  117. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Establishes the performance measures, performance goals, and payout levels for awards under our short-term and long-term incentive plans for the upcoming performance periods. |

  118. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews and approves the comparator group used to understand competitive market practices. |

  119. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | • | Reviews management’s recommendations regarding hiring, promotion, retention, severance, and compensation for individual executives. |

  120. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The Committee engages an independent compensation consultant to advise on our executive compensation programs and practices. The Committee has the sole authority and responsibility to select, retain, and terminate any consulting firm assisting in the evaluation of executive compensation, and to approve the compensation consultant’s fees and terms of engagement. The Committee continued to retain FW Cook in 2025 as its independent compensation consultant because of its extensive expertise and its independence from any other business relationship with Whirlpool. FW Cook did not perform any services for Whirlpool in 2025 other than those requested by the Committee related to executive compensation and compensation for our Board of Directors. In 2025, FW Cook assisted with and advised the Committee on a variety of ongoing items, including review of materials prepared by management in advance of Committee meetings; review of public disclosures (including this CD&A and the accompanying tables and footnotes); review of the comparator group, CEO compensation analysis and advice to the Committee on typical market practices; and, in relation to the comparator group, emerging trends and best practices. In evaluating the independence of FW Cook, the Committee considered the independence factors enumerated under SEC and NYSE rules, including the fact that FW Cook does not provide any other services to Whirlpool, the level of fees received from Whirlpool as a percentage of FW Cook’s total revenue, policies and procedures employed by FW Cook to prevent conflicts of interest, and whether FW Cook or the individual FW Cook advisors to the Committee own any Whirlpool stock or have any business or personal relationships with members of the Committee, our executive officers, or our Board of Directors.

  121. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table presents compensation information for our NEOs during fiscal years 2025, 2024, and 2023. The table may not reflect the actual compensation received by any NEO for the periods indicated. For example, amounts recorded in the Stock Awards and Option Awards columns reflect the grant date fair value of the awards at the grant date and the targeted compensation for certain performance-based equity awards. The actual value of compensation realized by a NEO may vary from the amount reported below due to Company performance relative to pre-established incentive award criteria, the stock price on award distribution dates, and, in the case of stock options, differences between the stock price on the grant date and the stock price at exercise. As a second example, the amounts reported in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column represent an actuarial present value which may significantly increase or decrease reportable compensation in any given year depending on interest rates and other external factors.

  122. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Marc R. Bitzer Chairman and Chief Executive Officer | 2025 | 1,355,000 | — | 9,449,861 | 0 | 1,084,000 | 506,069 | 378,886 | 12,773,816 | | | 2024 | 1,348,333 | — | 6,387,167 | 3,299,997 | 1,409,200 | 1,059,620 | 413,030 | 13,917,347 | | | 2023 | 1,315,000 | — | 6,717,530 | 3,299,969 | 841,600 | 990,731 | 339,971 | 13,504,801 | | James W. Peters Executive Vice President, Chief Financial and Administrative Officer and President, Whirlpool Asia | 2025 | 941,667 | — | 3,005,366 | 0 | 546,250 | 124,820 | 142,093 | 4,760,196 | | | 2024 | 895,833 | — | 3,675,649 | 971,981 | 672,750 | 356,092 | 119,379 | 6,691,684 | | | 2023 | 870,833 | — | 1,923,559 | 944,983 | 402,500 | 475,213 | 136,882 | 4,753,970 | | Alessandro Perucchetti Executive Vice President and President, Whirlpool North America | 2025 | 715,833 | — | 2,022,524 | 0 | 362,500 | 139,099 | 83,039 | 3,322,995 | | | 2024 | 670,000 | — | 778,052 | 401,996 | 435,500 | 83,325 | 133,337 | 2,502,210 | | Juan Carlos Puente Executive Vice President and President, Whirlpool Latin America(1) | 2025 | 711,000 | — | 1,712,375 | 0 | 290,966 | — | 1,564,250 | 4,278,591 | | | 2024 | 688,333 | — | 401,228 | 207,287 | 550,944 | — | 109,203 | 1,956,995 | | Carey L. Martin Executive Vice President, Chief Human Resources and Corporate Relations Officer | 2025 | 741,667 | — | 3,675,472 | 0 | 328,408 | 125,525 | 76,200 | 4,947,272 | | | 2024 | 696,667 | — | 1,913,279 | 524,987 | 511,875 | 85,298 | 56,027 | 3,788,133 | | | 2023 | 676,667 | — | 1,038,059 | 509,967 | 204,000 | 142,736 | 57,034 | 2,628,463 |

  123. 2025 SUMMARY COMPENSATION TABLE

    | (1) Mr. Puente’s salary is denominated in U.S. Dollars but is paid to or on behalf of Mr. Puente in Mexican Pesos, based on a conversion rate of 20 MXN to 1 USD. Mr. Puente’s EPEP above is reflective of the true-up calculation debiting the overpayment from his salary based on actual FX Rates. |

  124. 2025 SUMMARY COMPENSATION TABLE

    | (2) Reflects grant date fair value of target PSUs computed in accordance with FASB ASC Topic 718, which represents the probable attainment level of these awards at the time of grant. See our “Share-Based Incentive Plans” Note to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year for a discussion of the relevant assumptions used to account for these awards. The annual grant of PSUs has a potential payout ranging from 0% to 200% of the target amount. The grant date fair values of the maximum possible payout with respect to the 2025 PSU awards are as follows: |

  125. 2025 SUMMARY COMPENSATION TABLE

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  126. 2025 SUMMARY COMPENSATION TABLE

    | Name | 2025 ($) | | Marc R. Bitzer | 13,229,789 | | James W. Peters | 4,207,546 | | Alessandro Perucchetti | 1,667,959 | | Juan Carlos Puente | 1,233,767 | | Carey L. Martin | 2,156,958 |

  127. 2025 SUMMARY COMPENSATION TABLE

    For the actual number of PSUs earned for the 2023-2025 performance period as well as target awards for the 2024-2026 and 2025-2027 performance periods, see the “2025 Outstanding Equity Awards at Fiscal Year-End” table.

  128. 2025 SUMMARY COMPENSATION TABLE

    | (3) Reflects the grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718. See our “Share-Based Incentive Plans” Note to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year for a discussion of the relevant assumptions used in calculating these values. |

  129. 2025 SUMMARY COMPENSATION TABLE

    | (4) Represents the cash incentive awards earned in 2025 under our short-term incentive program. |

  130. 2025 SUMMARY COMPENSATION TABLE

    | (5) Reflects the change in actuarial present value of these benefits from December 31, 2024 to December 31, 2025. See the “2025 Pension Benefits” table for the actuarial present value of these benefits. |

  131. 2025 SUMMARY COMPENSATION TABLE

    | (6) The following table presents an itemized account of the amounts shown in the “All Other Compensation” column for each NEO in 2025: |

  132. 2025 SUMMARY COMPENSATION TABLE

    | Name | Personal Use of Whirlpool Aircraft (a) ($) | Other Perquisites (b) ($) | Defined Contribution Plan Contributions (c) ($) | Transportation Allowance (d) ($) | Relocation (e) | Statutory Separation Payment (f) ($) | Total ($) | | Marc R. Bitzer | 274,432 | 16,271 | 88,183 | — | — | — | 378,886 | | James W. Peters | 55,040 | 23,761 | 63,292 | — | — | — | 142,093 | | Alessandro Perucchetti | — | 17,725 | 49,875 | — | 15,439 | — | 83,039 | | Juan Carlos Puente | — | 15,305 | 35,535 | 148,077 | — | 1,365,333 | 1,564,250 | | Carey L. Martin | — | 28,033 | 48,167 | — | — | — | 76,200 |

  133. 2025 SUMMARY COMPENSATION TABLE

    | (a) Our reported cost for personal use of Whirlpool aircraft is calculated by multiplying the aircraft’s hourly variable operating cost by a trip’s flight time, which includes any flight time of an empty return flight. Variable operating costs are based on the actual average cost of fuel and industry standard rates for aircraft maintenance, landing and ramp fees, crew expenses, and supplies or catering. On certain occasions, a spouse, family member, or guest may accompany one of our NEOs on a flight. No additional operating cost is incurred in such situations under the foregoing methodology. We do not pay our NEOs any amounts in connection with taxes on income imputed to them for personal use of our aircraft. The amount shown in the table for Mr. Bitzer includes $98,196 in costs associated with attendance at outside Board meetings. |

  134. 2025 SUMMARY COMPENSATION TABLE

    | (b) Includes the incremental cost to Whirlpool of: Whirlpool products offered at discounted prices; personal use of property that we own or lease primarily for business purposes; executive cybersecurity and comprehensive health evaluations. |

  135. 2025 SUMMARY COMPENSATION TABLE

    | (c) Represents Company contributions to the 401(k) Retirement Plan and the 401(k) Restoration Plan for Messrs. Bitzer, Peters and Perucchetti, and Ms. Martin. For Mr. Puente, this amount represents Company contributions to the retirement savings plan in Mexico. |

  136. 2025 SUMMARY COMPENSATION TABLE

    | (d) For Mr. Puente, this amount includes the cost of the Company-provided car lease, fuel and driver, consistent with typical market practices for executives in Mexico. |

  137. 2025 SUMMARY COMPENSATION TABLE

    | (e) Represents Company-paid costs related to Mr. Perucchetti’s relocation from Italy to the United States. |

  138. 2025 SUMMARY COMPENSATION TABLE

    | (f) Represents statutory Company-paid payments to Mr. Puente as a result of termination of his Mexican labor contract which was required in order for him to commence employment in the United States on January 1, 2026. |

  139. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table provides additional information about plan-based compensation disclosed in the 2025 Summary Compensation Table. In February 2025, we granted short-term cash incentives to our NEOs under EPEP, and long-term incentives consisting of PSUs and RSUs under the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan. Information regarding the treatment of these awards upon a qualifying termination, including following a change in control, is set forth below and under the “2025 Potential Post-Termination Payments” section later in the proxy statement. The Committee established threshold, target and maximum award levels of PSUs with actual awards to be determined based on the achievement of specified performance objectives over a three-year performance period (2025-2027). Upon completion of the performance period, the Committee will approve award amounts in February 2028, determining the number of PSUs earned based on the level of achievement of the performance objectives. These PSU awards are scheduled to vest, to the extent earned, on March 1, 2028.

  140. 2025 GRANTS OF PLAN-BASED AWARDS

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  141. 2025 GRANTS OF PLAN-BASED AWARDS

    Generally, an NEO must be employed by Whirlpool on the last day of the performance period in order to earn the short-term incentive award and be employed by Whirlpool on the vesting date in order to earn the PSU and RSU awards. However, a retirement-eligible NEO who retires during the performance period will receive a prorated portion of the final PSU awards, once the Committee determines performance results. Depending on when the NEO became eligible to participate in the long-term incentive plan, the ratio used to determine the prorated portion of the award will be the number of months of service completed during the performance period over 12 (Mr. Bitzer) or over 36 (all other NEOs). If an NEO dies or becomes disabled during the performance period, the PSU award payout ratio is the number of months of service completed during the performance period over 36. If an NEO is retirement-eligible and retires, dies or becomes disabled, RSU awards immediately vest.

  142. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Stock and Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (1) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marc R. Bitzer | | | | | | | | | | | | | EPEP (2) | — | 0 | 2,168,000 | 4,336,000 | — | — | — | — | — | — | — | | PSUs (3) | 2/17/2025 | — | — | — | 0 | 77,485 | 154,970 | — | — | — | 6,614,894 | | RSUs (4) | 2/17/2025 | — | — | — | — | — | — | 33,208 | — | — | 2,834,967 | | James W. Peters | | | | | | | | | | | | | EPEP (2) | — | 0 | 1,092,500 | 2,185,000 | — | — | — | — | — | — | — | | PSUs (3) | 2/17/2025 | — | — | — | 0 | 24,643 | 49,286 | — | — | — | 2,103,773 | | RSUs (4) | 2/17/2025 | — | — | — | — | — | — | 10,561 | — | — | 901,593 | | Alessandro Perucchetti | | | | | | | | | | | | | EPEP (2) | — | 0 | 725,000 | 1,450,000 | — | — | — | — | — | — | — | | PSUs (3) | 2/17/2025 | — | — | — | 0 | 9,769 | 19,538 | — | — | — | 833,980 | | RSUs (4) | 2/17/2025 | — | — | — | — | — | — | 4,187 | — | — | 357,444 | | RSUs (5) | 3/1/2025 | — | — | — | — | — | — | 10,000 | — | — | 831,100 | | Juan Carlos Puente | | | | | | | | | | | | | EPEP (2) | — | 0 | 643,500 | 1,287,000 | — | — | — | — | — | — | — | | PSUs (3) | 2/17/2025 | — | — | — | 0 | 7,226 | 14,452 | — | — | — | 616,884 | | RSUs (4) | 2/17/2025 | — | — | — | — | — | — | 3,097 | — | — | 264,391 | | RSUs (5) | 3/1/2025 | — | — | — | — | — | — | 10,000 | — | — | 831,100 | | Carey L. Martin | | | | | | | | | | | | | EPEP (2) | — | 0 | 656,815 | 1,313,630 | — | — | — | — | — | — | — | | PSUs (3) | 2/17/2025 | — | — | — | 0 | 12,633 | 25,266 | — | — | — | 1,078,479 | | RSUs (4) | 2/17/2025 | — | — | — | — | — | — | 5,414 | — | — | 462,193 | | RSUs (6) | 11/5/2025 | — | — | — | — | — | — | 30,000 | — | — | 2,134,800 |

  143. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) Represents the grant date fair value for the equity awards reported in this table computed in accordance with FASB ASC Topic 718. For the PSUs for each NEO, the amount represents the grant date fair value at the award date based upon the probable outcome of the performance conditions. See our “Share-Based Incentive Plans” Note to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for a discussion of the relevant assumptions used to account for these awards. |

  144. 2025 GRANTS OF PLAN-BASED AWARDS

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  145. 2025 GRANTS OF PLAN-BASED AWARDS

    | (2) Represents threshold, target and maximum potential payouts of short-term incentive awards for 2025 under EPEP. See the column captioned “Non-Equity Incentive Plan Compensation” in the 2025 Summary Compensation Table for the actual payout amounts for 2025. |

  146. 2025 GRANTS OF PLAN-BASED AWARDS

    | (3) Represents PSU grants made in 2025 for the 2025-2027 performance period. Final award determination will be made in February 2028 by the Committee based on actual performance during the performance period. The awards will vest on March 1, 2028, subject to the NEO’s continued employment through the vesting date or as otherwise provided for in the underlying award agreement. |

  147. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) These RSUs were granted as part of the Whirlpool long-term incentive program and vest over a three-year term in substantially equal annual installments on March 1 of each year, subject to the NEO’s continued employment through the applicable vesting date or as otherwise provided for in the underlying award agreement. |

  148. 2025 GRANTS OF PLAN-BASED AWARDS

    | (5) Represents an RSU award granted to Mr. Perucchetti and Mr. Puente in February 2025. The Committee granted an award of 10,000 RSUs to Mr. Perucchetti and Mr. Puente to ensure leadership stability and retention during the critical ongoing portfolio transformation. This award will vest and be distributed on March 1, 2029 provided that the executive remains continuously employed by the Company through the four-year vesting period. |

  149. 2025 GRANTS OF PLAN-BASED AWARDS

    | (6) Represents an RSU award granted to Ms. Martin in November 2025. The Committee granted an award of 30,000 RSUs to Ms. Martin to recognize the importance of her role in managing the leadership succession planning process, her oversight in expanded functional areas, and continued retention. This award will vest and be distributed on November 5, 2028 provided that Ms. Martin remains employed by the Company through the three-year vesting period. |

  150. 2025 GRANTS OF PLAN-BASED AWARDS

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  151. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below lists outstanding equity grants for each NEO as of December 31, 2025. The table includes outstanding equity grants from past years, as well as 2025.

  152. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Marc R. Bitzer | | | | | | | | | | | Stock Options | | | | | | | | | | | 2017 | 47,694 | — | — | 177.19 | 2/20/2027 | — | — | — | — | | 2018 | 3,707 | — | — | 172.70 | 2/19/2028 | — | — | — | — | | 2019 | 32,400 | — | — | 139.36 | 2/18/2029 | — | — | — | — | | 2020 | 68,396 | — | — | 152.16 | 2/17/2030 | — | — | — | — | | 2021 | 60,068 | — | — | 199.93 | 2/15/2031 | — | — | — | — | | 2022 | 62,076 | — | — | 196.62 | 2/14/2032 | — | — | — | — | | 2023 | 58,588 | 29,294 | — | 145.00 | 2/20/2033 | — | — | — | — | | 2024 | 45,739 | 91,475 | — | 108.16 | 2/19/2034 | — | — | — | — | | PSUs | | | | | | | | | | | 2023 | — | — | — | — | — | —(3) | — | — | — | | 2024 | — | — | — | — | — | — | — | 71,190(4) | 5,135,647 | | 2025 | — | — | — | — | — | — | — | 77,485(5) | 5,589,768 | | RSUs | — | — | — | — | — | 8,625(6) | 622,239 | 33,208(7) | 2,395,625 | | James W. Peters | | | | | | | | | | | Stock Options | | | | | | | | | | | 2017 | 17,033 | — | — | 177.19 | 2/20/2027 | — | — | — | — | | 2019 | 7,296 | — | — | 139.36 | 2/18/2029 | — | — | — | — | | 2020 | 17,064 | — | — | 152.16 | 2/17/2030 | — | — | — | — | | 2021 | 16,018 | — | — | 199.93 | 2/15/2031 | — | — | — | — | | 2022 | 17,268 | — | — | 196.62 | 2/14/2032 | — | — | — | — | | 2023 | 16,777 | 8,389 | — | 145.00 | 2/20/2033 | — | — | — | — | | 2024 | 13,472 | 26,943 | — | 108.16 | 2/19/2034 | — | — | — | — | | PSUs | | | | | | | | | | | 2023 | — | — | — | — | — | —(3) | — | — | — | | 2024 | — | — | — | — | — | — | — | 20,968(4) | 1,512,632 | | 2025 | — | — | — | — | — | — | — | 24,643(5) | 1,777,746 | | RSUs | | | | | | | | 30,561(8) | 2,204,671 |

  153. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 48 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  154. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Alessandro Perucchetti | | | | | | | | | | | Stock Options | | | | | | | | | | | 2017 | 643 | — | — | 177.19 | 2/20/2027 | — | — | — | — | | 2018 | 880 | — | — | 172.70 | 2/19/2028 | — | — | — | — | | 2022 | 1,741 | — | — | 196.62 | 2/14/2032 | — | — | — | — | | 2023 | 4,161 | 2,080 | — | 145.00 | 2/20/2033 | — | — | — | — | | 2024 | 5,572 | 11,143 | — | 108.16 | 2/19/2034 | — | — | — | — | | PSUs | | | | | | | | | | | 2023 | — | — | — | — | — | —(3) | — | — | — | | 2024 | — | — | — | — | — | — | — | 8,672(4) | 625,598 | | 2025 | — | — | — | — | — | — | — | 9,769(5) | 704,736 | | RSUs | — | — | — | — | — | — | — | 21,340(9) | 1,539,468 | | Juan Carlos Puente | | | | | | | | | | | Stock Options | | | | | | | | | | | 2019 | 815 | — | — | 139.36 | 2/18/2029 | — | — | — | — | | 2020 | 1,846 | — | — | 152.16 | 2/17/2030 | — | — | — | — | | 2021 | 1,674 | — | — | 199.93 | 2/15/2031 | — | — | — | — | | 2022 | 1,855 | — | — | 196.62 | 2/14/2032 | — | — | — | — | | 2023 | 3,595 | 1,797 | — | 145.00 | 2/20/2033 | — | — | — | — | | 2024 | 2,874 | 5,745 | — | 108.16 | 2/19/2034 | — | — | — | — | | PSUs | | | | | | | | | | | 2023 | — | — | — | — | — | —(3) | — | — | — | | 2024 | — | — | — | — | — | — | — | 4,472(4) | 322,610 | | 2025 | — | — | — | — | — | — | — | 7,226(5) | 521,284 | | RSUs | — | — | — | — | — | — | — | 19,847(10) | 1,431,763 |

  155. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 49 |

  156. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Carey L. Martin | | | | | | | | | | | Stock Options | | | | | | | | | | | 2019 | 7,510 | — | — | 139.36 | 2/18/2029 | — | — | — | — | | 2020 | 12,799 | — | — | 152.16 | 2/17/2030 | — | — | — | — | | 2021 | 8,289 | — | — | 199.93 | 2/15/2031 | — | — | — | — | | 2022 | 8,566 | — | — | 196.62 | 2/14/2032 | — | — | — | — | | 2023 | 9,054 | 4,527 | — | 145.00 | 2/20/2033 | — | — | — | — | | 2024 | 7,277 | 14,552 | — | 108.16 | 2/19/2034 | — | — | — | — | | PSUs | | | | | | | | | | | 2023 | — | — | — | — | — | (3) | — | — | — | | 2024 | — | — | — | — | — | — | — | 11,325(4) | 816,986 | | 2025 | | | | | | | | 12,633(5) | 911,345 | | RSUs | | | | | | | | 53,914(11) | 3,889,356 |

  157. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) These awards represent grants from 2023, and 2024. As of the last day of our 2025 fiscal year, (i) the awards granted in 2023 have one vesting date remaining: March 1, 2026; and (ii) the awards granted in 2024 have two vesting dates remaining: March 1, 2026 and March 1, 2027. |

  158. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Represents unvested RSUs or PSUs multiplied by the closing price of our common stock ($72.14) on December 31, 2025, the last trading day of the year. The ultimate value of the awards will depend on the value of our common stock on the actual vesting date, and in the case of PSUs, the extent to which the performance objectives are achieved. |

  159. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Represents earned but unvested PSUs granted in 2023 with a performance period from 2023-2025. Share amounts were determined to be zero on February 16, 2025. |

  160. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Represents PSUs granted in 2024, with a performance period of 2024-2026, reported at the target level of performance. Final award determination will be made after the completion of the performance period. |

  161. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Represents PSUs granted in 2025, with a performance period of 2025-2027, reported at the target level of performance. Final award determination will be made after the completion of the performance period. |

  162. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) For Mr. Bitzer, represents RSUs that will vest and be distributed in shares of common stock upon a qualified retirement. Units vesting upon retirement are credited with dividend equivalents until distribution. |

  163. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) For Mr. Bitzer, represents RSUs that will vest and be distributed in shares of common stock according to the following schedule: 11,070 vest on March 1, 2026; 11,069 vest on March 1, 2027; and 11,069 vest on March 1, 2028. |

  164. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) For Mr. Peters, represents RSUs that will vest and be distributed in shares of common stock according to the following schedule: 3,521 vest on March 1, 2026; 3,520 vest on March 1, 2027; and 3,520 vest on March 1, 2028, and 20,000 RSUs granted in 2024 that will vest and be distributed in shares of common stock on March 1, 2028. |

  165. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) For Mr. Perucchetti, represents RSUs that will vest and be distributed in shares of common stock according to the following schedule: 1,396 vest on March 1, 2026; 1,396 vest on March 1, 2027; 7,153 vest on August 1, 2027; 1,396 vest on March 1, 2028; and 10,000 vest on March 1, 2029. |

  166. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) For Mr. Puente, represents RSUs that will vest and be distributed in shares of common stock according to the following schedule: 1,033 vest on March 1, 2026; 1,750 vest on August 1, 2026; 5,000 vest on December 15, 2026; 1,032 vest on March 1, 2027; 1,032 vest on March 1, 2028 and 10,000 vest on March 1, 2029. |

  167. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (11) For Ms. Martin, represents RSUs that will vest and be distributed in shares of common stock according to the following schedule: 5,414 vest on March 1, 2026; 5,000 vest on August 1, 2026; 3,500 vest on December 15, 2026; 5,414 vest on March 1, 2027; 5,414 vest on March 1, 2028; 10,000 RSUs that will vest on March 1, 2028; and 30,000 vest on November 5, 2028. |

  168. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 50 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  169. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The table below summarizes the value of PSUs and RSUs that vested in 2025.

  170. 2025 OPTION EXERCISES AND STOCK VESTED

    | Name | STOCK AWARDS | | | | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Marc R. Bitzer | — | — | | James W. Peters | — | — | | Alessandro Perucchetti | 9,154 | 760,148 | | Juan Carlos Puente | 1,750 | 145,320 | | Carey L. Martin | — | — |

  171. 2025 OPTION EXERCISES AND STOCK VESTED

    | (1) Reflects gross number of shares (before reduction for tax withholding) received upon the vesting of PSU and RSU awards as shown in the table below. |

  172. 2025 OPTION EXERCISES AND STOCK VESTED

    | (2) The dollar value realized represents the pre-tax value received by each NEO upon the vesting of the PSU and RSU awards. The value realized is based on the closing stock price of Whirlpool stock on the NYSE on the day prior to the vesting date. |

  173. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Payout of 2022-2024 PSU Awards | RSU Awards | Total Shares Vested | | Marc R. Bitzer | 0 | — | — | | James W. Peters | 0 | — | — | | Alessandro Perucchetti | 0 | 9,154 | 9,154 | | Juan Carlos Puente | 0 | 1,750 | 1,750 | | Carey L. Martin | 0 | — | — |

  174. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS

  175. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    2025 NON-QUALIFIED DEFERRED COMPENSATION The following table provides information about the Whirlpool Corporation Executive Deferred Savings Plan II (EDSP II), the non-qualified defined contribution deferred compensation plan in which our U.S.-based NEOs participate. EDSP II became effective January 1, 2005, to comply with the requirements of Section 409A of the Internal Revenue Code. Eligible executives may elect to contribute up to 75% of their short-term and long-term incentive payouts to EDSP II. In addition, once eligible executives reach their annual compensation limits under the 401(k) Retirement Plan, they may make base salary deferrals to EDSP II and the Company matches contributions and makes automatic Company contributions to EDSP II at the same rate they would have received under the 401(k) Retirement Plan. A participant in EDSP II generally may select among the following post-termination distribution options: a lump sum payable seven months following termination; a lump sum payable in April following the first anniversary of termination; or in ten annual installments commencing seven months following termination. EDSP II is an unfunded non-qualified plan that is secured by our general assets. Amounts deferred are credited to record-keeping accounts for participants and the record-keeping balances are credited with earnings and losses measured by investments generally similar to those selected by executives and available in the Whirlpool 401(k) Retirement Plan. Participants may not make withdrawals during their employment, except in the event of hardship, as approved by the Committee.

  176. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (4) ($) | | Marc R. Bitzer | 45,167 | 63,233 | 291,873 | — | 2,594,139 | | James W. Peters | 27,708 | 38,792 | (133,818) | — | 1,055,584 | | Alessandro Perucchetti | 18,125 | 25,375 | (1,557) | — | 168,350 | | Carey L. Martin | 18,750 | 26,250 | (703,411) | — | 2,388,694 |

  177. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (1) The amount of the contributions made by each NEO, as reported above, is also included in each NEO’s compensation reported under the 2025 Summary Compensation Table, either as “Salary,” “Non-Equity Incentive Plan Compensation,” or “Stock Awards.” |

  178. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) Represents the amount of the contributions made by Whirlpool to each NEO under the EDSPII. These amounts are also reflected in the “All Other Compensation” column of the 2025 Summary Compensation Table. |

  179. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (3) The aggregate earnings (and losses) are not reported in the 2025 Summary Compensation Table as they do not represent above market or preferential earnings. |

  180. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | (4) The following amounts of the aggregate balance for the table were reported in the Summary Compensation Table for fiscal years 2007–2024: Mr. Bitzer: $1,453,732; Mr. Peters: $1,092,910; Ms. Martin: $1,296,751; and Mr. Perucchetti: $6,734. |

  181. Change in Control

    | PAY RATIO DISCLOSURE |

  182. IDENTIFICATION OF MEDIAN EMPLOYEE AND CALCULATION OF COMPENSATION

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on (4) : | | | | | | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | GAAP Net Income ($M) | | Ongoing EBIT ($M) (6) | | 2025 | 12,773,816 | 3,089,229 | 4,327,263 | 1,754,834 | 51 | 157 | 318 | | 729 | | 2024 | 13,917,347 | 12,838,899 | 4,039,248 | 3,596,064 | 77 | 163 | (323 | ) (7) | 887 | | 2023 | 13,504,801 | 4,329,344 | 3,086,982 | 1,170,520 | 76 | 153 | 481 | | 1,191 | | 2022 | 11,940,033 | (19,255,228) | 3,263,242 | (2,889,294) | 84 | 99 | (1,519 | | 1,360 | | 2021 | 18,751,901 | 42,472,540 | 5,542,092 | 9,718,714 | 133 | 135 | 1,783 | | 2,379 |

  183. IDENTIFICATION OF MEDIAN EMPLOYEE AND CALCULATION OF COMPENSATION

    | (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Bitzer and for the average of the other NEOs is set forth following the footnotes to this table. |

  184. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

  185. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | Year | Summary Compensation Table Total (1) | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($) (2) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($) (3) | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($) (4) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) (5) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) (6) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (7) | Plus/ (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) (8) | (Minus) Fair Value as of Prior Fiscal Year- End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (9) | Equals Compensation Actually Paid ($) | | Marc Bitzer | | | | | | | | | | | | 2025 | 12,773,816 | (506,069) | 511,975 | (9,449,861) | 7,985,393 | (7,511,285) | — | (714,740) | — | 3,089,229 | | 2024 | 13,917,347 | (1,059,620) | 538,504 | (9,687,164) | 12,140,135 | (1,954,731) | — | (1,055,572) | — | 12,838,899 | | 2023 | 13,504,801 | (990,731) | 497,384 | (10,017,499) | 8,812,913 | (6,828,081) | — | (649,443) | — | 4,329,344 | | 2022 | 11,940,033 | 0 | 617,053 | (10,376,353) | 7,139,678 | (23,361,198) | — | (5,214,441) | — | (19,255,228) | | 2021 | 18,751,901 | (3,070,010) | 557,425 | (9,951,671) | 13,101,263 | 21,136,895 | — | 1,946,737 | — | 42,472,540 | | Other NEOs (Average) | | | | | | | | | | | | 2025 | 4,327,263 | (97,361) | 88,520 | (2,603,934) | 1,939,304 | (1,743,676) | — | (155,282) | — | 1,754,834 | | 2024 | 4,039,248 | (87,453) | 49,399 | (1,930,529) | 2,429,582 | (494,170) | — | (144,013) | (265,999) | 3,596,064 | | 2023 | 3,086,982 | (168,955) | 81,272 | (1,772,232) | 1,559,120 | (1,546,154) | — | (69,513) | — | 1,170,520 | | 2022 | 3,263,242 | 0 | 111,431 | (2,254,423) | 1,551,201 | (4,534,750) | — | (1,025,995) | — | (2,889,294) | | 2021 | 5,542,092 | (695,763) | 99,925 | (2,335,696) | 3,052,625 | 3,700,214 | — | 355,316 | — | 9,718,714 |

  186. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (1) For Mr. Bitzer, represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. |

  187. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (2) Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. |

  188. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (3) Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  189. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (4) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the date of grant. |

  190. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (5) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the date of grant. |

  191. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (6) Represents the change in fair value during the indicated fiscal year of each stock option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. In the prior proxy certain performance awards were erroneously included at target and have been updated to reflect the probable outcome of performance conditions at fiscal year 2025 in accordance with Item 402(v)(2)(iii)(C)(3). |

  192. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (7) Represents the fair value at vesting of the stock option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  193. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (8) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  194. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | 60 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  195. RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS

    | (9) Represents the fair value as of the last day of the prior fiscal year of the stock option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  196. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2025. Ongoing EBIT is the Company’s selected measure. Ongoing EBIT (weighted at 70%) and Free Cash Flow are the two primary measures (weighted 30%) in our short-term incentive program. Cumulative Ongoing EPS and ROIC are the two primary measures (each weighted 50%) in the PSUs granted as part of our long-term incentive program. Please see the Compensation Discussion & Analysis section for a further description of the metrics used in the Company’s executive compensation program.

  197. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | Most Important Performance Measures Used to Link Compensation Actually Paid to Company Performance: | | | Ongoing EBIT (Company Selected Measure) | Return on Invested Capital | | Free Cash Flow | Stock Price | | Cumulative Ongoing Earnings Per Share | |

  198. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | 62 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  199. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | ITEM 2 – COMPENSATION ADVISORY VOTE |

  200. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    Item 2 – Advisory Vote to Approve Whirlpool Corporation’s Executive Compensation The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 enable our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement. As discussed in detail above under “Compensation Discussion and Analysis,” we are focused on delivering superior stockholder value. To achieve our objectives, we employ a pay-for-performance philosophy based on the following guiding principles:

  201. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Compensation should be incentive-driven with both a short-term and long-term focus; |

  202. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | A significant portion of pay should be performance-based, with the proportion varying in direct relation to an executive’s level of responsibility; |

  203. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Components of compensation should be linked to the drivers of stockholder value over the long term; and |

  204. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Components of compensation should be tied to an evaluation of business results and individual performance. |

  205. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    In support of our pay-for-performance philosophy, performance-based compensation in the form of short-term and long-term incentives constituted 91% of 2025 total target compensation for our CEO and 78% of 2025 total target compensation for our other NEOs. Our policies and provisions that are intended to support best practices in executive compensation include, among others:

  206. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | No “golden parachute” excise tax gross-ups; |

  207. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Adoption of double-trigger change-in-control equity vesting; |

  208. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Insider Trading Policy provisions prohibiting hedging by any employee or director and pledging or trading on margin for executive officers and directors; |

  209. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Adoption of robust stock ownership guidelines to reinforce the link between the interests of our NEOs (7x salary for our CEO) and those of stockholders; |

  210. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Adoption of compensation recovery policy to adhere to the listing standards of the NYSE and the rules of the SEC, and claw-back provisions in both our short-term and long-term incentive plans under which the repayment of awards may be required in certain circumstances; and |

  211. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | • | Decision making by a fully independent compensation committee advised by an independent compensation consultant, FW Cook. |

  212. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    For the reasons discussed above, we are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement by voting “FOR” the following resolution. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this proxy statement. RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Whirlpool Corporation’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2025 Summary Compensation Table, and the other related tables and disclosure. This vote is advisory, and therefore not binding on Whirlpool, the Board, or the Human Resources Committee. The Board and the Human Resources Committee value the opinions of our stockholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider such stockholders’ concerns and the Human Resources Committee will evaluate whether any actions are necessary to address those concerns. At the 2023 annual meeting of stockholders, a majority of the Company’s stockholders voted in favor of holding advisory votes on the Company’s executive compensation on an annual basis, and, in light of this vote, the Board adopted a policy of holding such advisory votes annually. Unless the Board determines otherwise, we will continue to hold advisory votes on the Company’s executive compensation on an annual basis, and the next advisory vote on the frequency of holding advisory votes will be held at the 2029 annual meeting of stockholders.

  213. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | The Board of Directors recommends a vote FOR Item 2 for the approval of the compensation of Whirlpool Corporation’s NEOs, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. |

  214. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement | • | 63 |

  215. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | EQUITY COMPENSATION PLAN INFORMATION |

  216. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    Equity Compensation Plan Information The following table presents information as of December 31, 2025, with respect to Whirlpool Corporation compensation plans under which equity securities are authorized for issuance.

  217. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants, and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (1) | | Equity compensation plans approved by security holders | 2,355,034(2) | 150.54(3) | 5,179,745 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,355,034 | 150.54 | 5,179,745 |

  218. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | (1) Excluding securities in the “Number of securities to be issued upon exercise of outstanding options, warrants, and rights” column. Represents shares available under the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan, as amended. Plan shares covering outstanding equity awards are debited on a one-for-one basis for each stock option awarded, on a 2.5-to-one basis for each RSU awarded, and on a 2.5-to-one basis for each PSU awarded. PSUs are debited assuming a maximum award payout (200%) under the plan. Any shares subject to an award that are forfeited, terminated, or canceled (including shares subject to PSU awards that do not vest based on performance) will again become available for issuance under the plan, with the number of shares determined based on the share-deduction ratio used to debit such shares from the plan. |

  219. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | (2) This amount includes 1,080,866 shares subject to outstanding stock options with a weighted average remaining contractual term of 1.2 years, and 1,274,168 shares subject to outstanding RSUs and PSUs granted under the Whirlpool Corporation 2023 Omnibus Stock and Incentive Plan, Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan and the Whirlpool Corporation Amended and Restated 2010 Omnibus Stock and Incentive Plan. |

  220. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | (3) The weighted-average exercise price information does not include any outstanding RSUs or PSUs. |

  221. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | 64 | • | Notice of Annual Meeting of Stockholders and 2026 Proxy Statement |

  222. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    | MATTERS RELATING TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  223. PERFORMANCE MEASURES USED TO LINK COMPANY PERFORMANCE AND COMPENSATION ACTUALLY PAID TO THE NEOS

    Matters Relating to Independent Registered Public Accounting Firm