WHIRLPOOL CORP /DE/

(12)SHARE-BASED INCENTIVE PLANS

We sponsor several share-based employee incentive plans. Share-based compensation expense for grants awarded under these plans was $28 million,$28 million and $33 million in 2025, 2024, and 2023, respectively. Related income tax benefits recognized in earnings were $4 million, $4 million and $7 million in 2025, 2024, and 2023, respectively.

At December 31, 2025, unrecognized compensation cost related to non-vested stock option and stock unit awards totaled $56 million. The cost of these non-vested awards is expected to be recognized over a weighted-average remaining vesting period of 26 months.

Share-Based Employee Incentive Plans

On April 18, 2023, our stockholders approved the 2023 Omnibus Stock and Incentive Plan ("2023 OSIP"). This plan was adopted by our Board of Directors on February 20, 2023 and provides for the issuance of stock options, performance stock units, and restricted stock units, among other award types. No new awards may be granted under the 2023 OSIP after the tenth anniversary of the date that the stockholders approved the plan. However, the term and exercise of awards granted before then may extend beyond that date. Stockholders approved an amendment to the plan on April 15, 2025 that increased the total number of shares available for grant under the 2023 OSIP by an additional 3,277,000 shares. At December 31, 2025, approximately 5.2 million shares remain available for issuance under the 2018 and 2023 OSIP.

On April 17, 2018, our stockholders approved the 2018 Omnibus Stock and Incentive Plan ("2018 OSIP"). This plan was adopted by our Board of Directors on February 20, 2018 and provided for the issuance of stock options, performance stock units, and restricted stock units, among other award types. No new awards may be granted under the 2018 OSIP following the approval of the 2023 OSIP by our stockholders, but the 2018 OSIP will continue to govern awards granted under the 2018 OSIP prior to the effectiveness of the 2023 OSIP.

Stock Options

Eligible employees historically have received stock options as a portion of their total compensation. Such options generally become exercisable over a 3-year period in substantially equal increments, expire 10 years from the date of grant and are subject to forfeiture upon termination of employment, other than by death, disability, retirement, or with the consent of the Committee (as defined in the award agreement). We use the Black-Scholes option-pricing model to measure the fair value of stock options granted to employees. Granted options have exercise prices equal to the market price of Whirlpool common stock on the grant date. The principal assumptions used in valuing options include: (1) risk-free interest rate - an estimate based on the yield of United States zero coupon securities with a maturity equal to the expected life of the option; (2) expected volatility - an estimate based on the historical volatility of Whirlpool common stock for a period equal to the expected life of the option; and (3) expected option life - an estimate based on historical experience. Stock options are expensed on a straight-line basis, net of estimated forfeitures. There wereno stock options granted in 2025. Based on the results of the model, the weighted-average grant date fair value of stock options granted for 2024 and 2023 were$24.05 and $37.55, respectively, using the following assumptions:

Stock Option Activity

The following table summarizes stock option activity during 2025:

The total intrinsic value of stock options exercised was immaterial for the periods presented. The related tax benefits and cash received from the exercise of stock options was also immaterial for the periods presented.

The table below summarizes additional information related to stock options outstanding at December 31, 2025:

Stock Units

Eligible employees may receive restricted stock units or performance stock units as a portion of their total compensation.

Restricted stock units are typically granted to selected management employees on an annual basis and vest over three years. Periodically, restricted stock units may be granted to selected employees based on special recognition or retention circumstances and generally vest from three years tofour years. Certain previously granted awards accrue dividend equivalents on outstanding units (in the form of additional stock units) based on dividends declared on Whirlpool common stock. These awards convert to unrestricted common stock at the conclusion of the vesting period.

Performance stock units are granted to management employees on an annual basis and generally vest at the end of athree year performance period, converting to unrestricted common stock at the conclusion of the vesting period. The final award may equal 0% to 200% of the target grant, based on Whirlpool performance results relative to pre-established goals.

We measure compensation cost for stock units based on the closing market price of Whirlpool common stock at the grant date, with adjustments for performance stock units to reflect the final award granted. The weighted average grant date fair values of awards granted during 2025, 2024, and 2023 were$81.72, $104.67 and$125.44, respectively. The total fair value of stock units vested during 2025, 2024, and 2023 was $27 million, $48 million and $76 million, respectively.

The following table summarizes stock unit activity during 2025:

Non-employee Director Equity Awards

In 2025, each non-employee director received an annual grant of unrestricted Whirlpool common stock, with the number of shares issued to the director determined by dividing $160,000 by the closing price of Whirlpool common stock on the date of the annual meeting of our stockholders.

(13)RESTRUCTURING CHARGES

We periodically take action to improve operating efficiencies, typically in connection with business acquisitions or changes in the economic environment. Our footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in the following plans:

In Q4 2025, the Company committed to a multi-region footprint optimization plan as part of an effort to reduce complexity. The plan includes severance and impairment charges. Total costs for these actions were $43 million, of which we incurred $7 million in employee termination costs and $36 million in asset impairments. The majority of these costs resulted in non-cash charges, with the cash settlements being paid in 2025.

Previously in 2025, the Company committed to workforce reduction plans globally, in an effort to reduce complexity and simplify our organization. Total costs for these actions were $20 million which were primarily employee termination costs. The majority of these costs resulted in cash settlements in 2025.

In March 2024, the Company committed to workforce reduction plans in the United States and globally, in an effort to reduce complexity and simplify our organizational model after the European major domestic appliance transaction. The workforce reduction plans included involuntary severance actions as of the end of the first quarter of 2024. Total costs for these actions were $21 million, of which we incurred $14 million in employee termination costs and $7 million other associated costs. The majority of these costs resulted in cash settlements in 2024, and the remainder was paid in 2025.

During the second quarter of 2024, the Company evaluated additional restructuring actions as part of the Company's organizational simplification efforts. Total costs for these actions were $58 million, which were primarily employee termination costs. The majority of these costs resulted in cash settlements in 2024, and the remainder was paid in 2025.

The following tables summarize the changes to our restructuring liability during the twelve months ended December 31, 2025:

The following table summarizes restructuring charges by operating segment for 2025 and 2024:

Restructuring expense was not material for the twelve months ended December 31, 2023.