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WHIRLPOOL CORP /DE/

For the period ended Apr 21, 2026. Filed Mar 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 21, 2026 · Filed Mar 10, 2026

WHR$30.54-3.2%Stored close · as of Nov 6, 2026
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2025 Potential Post-Termination Payments

This section describes compensation and benefits payable to each of our NEOs in each of the following circumstances: involuntary termination by Whirlpool for cause; involuntary termination by Whirlpool without cause; resignation; retirement; death; disability; and change in control (with a qualifying termination). The amounts shown in the narrative disclosure and tables below assume that termination of employment or a change in control occurred as of December 31, 2025, and estimate certain amounts which would be paid to our NEOs upon the specified event. The amounts shown in

Notice of Annual Meeting of Stockholders and 2026 Proxy Statementç53

2025 EXECUTIVE COMPENSATION TABLES

the narrative disclosure and tables below are calculated using the December 31, 2025 closing stock price of $72.14. Due to the number of factors that affect the nature and amounts of compensation and benefits provided upon the events discussed below, the actual amounts paid or distributed may be different from the amounts reported below. Factors that could greatly affect these amounts include the timing during the year of any such event, our stock price, and the NEO’s age.

The following narrative disclosure and tables describe and quantify the compensation and benefits that are paid in addition to compensation and benefits generally available to salaried employees. Examples of compensation and benefits generally available to salaried employees, and thus not included, are distributions under the Whirlpool 401(k) Retirement Plan and non-U.S. savings plans, amounts payable under the U.S. salaried employee severance plan and, in certain circumstances, vested equity.

Also, information previously disclosed under the “2025 Pension Benefits” and “2025 Non-Qualified Deferred Compensation” tables is not repeated, except to the extent that the amounts payable to the NEO would be enhanced by the termination event described.

Involuntary Termination and Resignation

Generally, we provide no additional benefits to any of our NEOs in the event that the NEO resigns from Whirlpool, other than due to retirement, or if Whirlpool terminates the NEO’s employment involuntarily for cause.

Under our long-term incentive programs, resignation (other than due to retirement) and involuntary termination generally result in forfeiture of unvested PSUs, RSUs (other than certain legacy awards), and unvested stock options. Vested but unexercised stock options must be exercised within 30 days of termination. Certain legacy RSUs accelerate upon an involuntary termination without cause. Generally, in the event that we terminate the employment of an NEO involuntarily without cause, the payment of the value of these unvested RSUs is the only benefit to which the NEO is entitled. Mr. Bitzer is the only NEO with these legacy awards, the unvested portion of which had a value of $622,239 as of December 31, 2025.

The Committee may, in its discretion, approve severance benefits designed to mitigate economic injury to the NEO as a direct result of involuntary termination.

Retirement

As of the last day of our 2025 fiscal year, Mr. Bitzer and Mr. Peters were retirement eligible under the terms of our incentive plans. If a non-retirement-eligible NEO chooses to “retire” as of the last day of our 2025 fiscal year, the effect of that “retirement” would be the same as if the NEO had resigned, as described above.

A retirement-eligible NEO may be entitled to certain incentive awards upon separation from service, including a prorated payout of annual cash incentive, and accelerated vesting of all applicable unvested stock options and RSU awards upon retirement. Stock options must be exercised within five years of retirement or before the original expiration date, whichever occurs first. Unvested retention RSUs are forfeited upon retirement unless otherwise agreed to by the Committee.

54çNotice of Annual Meeting of Stockholders and 2026 Proxy Statement

2025 EXECUTIVE COMPENSATION TABLES

With respect to PSUs, following the conclusion of the performance period and the Committee’s approval of award payouts, a retirement-eligible NEO who retires during the performance period may receive a prorated portion of the award. The ratio used to determine the portion of the award to be received is the number of months worked by the NEO during the performance period over either 12 months or 36 months, depending on when the NEO became eligible to participate in the long-term incentive plan. Therefore, our CEO (the only current NEO with legacy award eligibility) will receive a full award if he completes at least 12 months of service during the performance period. In either case, the amount of the award received is based on actual performance as determined by the Committee following completion of the performance period. The final amount of the 2024–2026 PSU awards, and the 2025–2027 PSU awards, which are earned upon retirement will be determined by the Committee following the end of the applicable performance period.

RETIREMENT
Named Executive OfficerSeveranceandSeparationPayments($)Annual(Short-term)Incentives($)PSUs (1) ($)Stock Options ($)RSUs ($)Health,Welfareand OtherBenefits($)Total ($)
Marc R. Bitzer—1,084,00010,725,41503,017,864—14,827,279
James W. Peters—546,2501,601,00302,204,671—4,351,924
Alessandro Perucchetti———————
Juan Carlos Puente———————
Carey L. Martin———————
(1)These amounts assume that 2023–2025 PSU awards are paid out at the Committee-approved amount, and that 2024–2026 and 2025–2027 PSU awards pay out at 100% of target in 2027 and 2028, respectively.

Death and Disability

In the event of death or disability, a NEO may receive a short-term incentive award at the discretion of the Committee, provided that the award shall be based on the actual amount the NEO would have received if the performance period had been completed once performance is known.

Upon the death or disability of one of our NEOs, PSU awards would be prorated based on the NEO’s period of service during each applicable performance period. The amount of the award received is based on actual performance as determined by the Committee following the completion of each applicable performance period. RSUs vest in the event of death or disability prior to the applicable vesting date.

The vesting of stock options accelerates upon death or disability. In the event of disability, stock options must be exercised within three years from the date of termination due to disability or the original expiration date, whichever is earlier. In the event of death, stock option awards provide for exercise of options by the earlier of the third anniversary of death or the expiration date. In no event may an option be exercised within one year of the grant date.

DEATH & DISABILITY
Named Executive OfficerSeveranceandSeparationPayments($)Annual(Short-term)Incentives($)PSUs (1) ($)StockOptions($)RSUs ($)Health,Welfareand OtherBenefits (2)($)Total ($)
Marc R. Bitzer—1,084,00010,725,41503,017,864—14,827,279
James W. Peters—546,2501,601,00302,204,671—4,351,924
Alessandro Perucchetti—362,500651,92901,539,468—2,553,897
Juan Carlos Puente—290,966388,83501,431,763—2,111,564
Carey L. Martin—328,408848,43903,889,356—5,066,203
(1)These amounts assume that 2023–2025 PSU awards are paid out at the Committee-approved amount, and that 2024–2026 and 2025–2027 PSU awards pay out at 100% of target in 2027 and 2028, respectively.
(2)The designated beneficiaries of our NEOs would receive the same life insurance benefits generally available to all salaried employees.
Notice of Annual Meeting of Stockholders and 2026 Proxy Statementç55

2025 EXECUTIVE COMPENSATION TABLES

Change in Control

In the event of a qualifying termination following a change in control as described more fully below, our NEOs may receive accelerated vesting and payout of previously unvested PSUs, stock options, and RSUs under the terms of those awards. In the event a successor corporation does not assume or provide a substitute for unvested equity awards, vesting of those awards may accelerate and such awards may become exercisable, to the extent applicable. Certain legacy RSU awards with extended vesting periods would accelerate and be paid out upon a change in control. Mr. Bitzer is the only NEO with these legacy awards, the unvested portion of which had a value of $622,239 as of December 31, 2025.

As provided in the following table, additional equity awards become payable only upon a qualifying termination following a change in control. In the event that the Human Resources Committee elects to exercise discretion for accelerated vesting of an equity award in the event of a change in control, the Company will disclose the Committee’s rationale for such decision. In addition, we have change-in-control agreements with our NEOs. A “change in control,” in accordance with these agreements, is generally defined to include: the acquisition by any person or group of 30% or more of Whirlpool voting securities; a change in the composition of the Board such that the existing Board or persons who were approved by a majority of directors or their successors on the existing Board no longer constitute a majority; or the consummation of a merger or consolidation of Whirlpool. These agreements contain a “best net” approach to address the potential for any excise tax to be imposed for payments and benefits that would constitute an “excess parachute payment” under Section 4999 of the Internal Revenue Code. Under this provision, we will not provide a gross-up payment and will instead reduce payments to the NEO such that the aggregate amount equals the maximum amount that can be paid without triggering the imposition of the excise tax, if the net amount received by the NEO on an after-tax basis would be greater than it would be absent such a reduction.

Under these agreements, benefits are payable to our NEOs after a change in control, but only after a qualifying termination occurs. Qualifying terminations include: involuntary termination of the NEO by Whirlpool; voluntary termination by the NEO for good reason, as defined in the change-in-control agreement; or a material breach of the change-in-control agreement by Whirlpool.

Cash severance resulting from these change-in-control agreements is paid out in a lump sum payment equal to the NEO’s unpaid base salary, unreimbursed business expenses, and all other items earned by and owed to the NEO through and including the date of the termination.

These agreements also provide for the lump sum cash payment of:

•for Mr. Bitzer, the greater of three times the NEO’s annual base salary on the date of the termination or Mr. Bitzer’s annual base salary at any time during the 12 months prior to the change in control; for Messrs. Peters, Perucchetti and Puente, and Ms. Martin, the greater of two times the NEO’s annual base salary on the date of the termination or the NEO’s annual base salary at any time during the 12 months prior to the change in control;
•for Mr. Bitzer, the greater of three times the current target bonus under EPEP or Mr. Bitzer’s highest target bonus at any time during the 12 months prior to the change in control; for Messrs. Peters, Perucchetti and Puente, and Ms. Martin, the greater of two times the current target bonus under EPEP or the NEO’s highest target bonus at any time during the 12 months prior to the change in control; and
•the greater of the NEO’s pro-rata target bonus under EPEP or the highest target bonus opportunity at any time during the 12 months prior to the change in control, or the actual EPEP bonus earned through the date of the termination, based on the NEO’s current level of goal achievement.

Our NEOs are also entitled to receive continued health and life insurance benefits for 18 months in connection with a qualifying termination after a change in control. The severance benefits provided include an amount, payable at the same time and in the same form as if paid from the non-qualified defined benefit pension plans, equal to the additional benefits that the NEO would be entitled to under our non-qualified defined benefit pension plans if the NEO’s benefits had fully vested.

The continuation of the NEO’s benefits will be calculated at the same cost and at the same level of coverage as in effect on the date of termination.

The amount of cash severance and benefits will be offset by any other severance-type payments the NEO may be eligible or entitled to receive from any other sources. The following table shows possible payouts to our NEOs as of December 31, 2025, triggered upon the occurrence of a change in control and a subsequent qualifying termination.

56çNotice of Annual Meeting of Stockholders and 2026 Proxy Statement

2025 EXECUTIVE COMPENSATION TABLES

CHANGE IN CONTROL WITH QUALIFYING TERMINATION (1)
Named Executive OfficerSeverance and Separation Payments ($)Annual (Short-term) Incentives ($)PSUs ($)Stock Options ($)RSUs ($)Health, Welfare andOther Benefits ($)Total ($)
Marc R. Bitzer10,569,0001,084,00010,725,41503,017,86425,30325,421,582
James W. Peters4,085,000546,2501,601,00302,204,67125,3038,462,227
Alessandro Perucchetti2,900,000362,500651,92901,539,46827,0925,480,989
Juan Carlos Puente(2)2,717,000290,966388,83501,431,763—4,828,564
Carey L. Martin2,850,000328,408848,43903,889,35625,3037,941,506
(1)Severance and Separation Payments could be reduced to provide “best net” amount, if full amount triggers excise tax for “excess parachute payment” under Section 4999 of the Internal Revenue Code, as described above. The amounts in this table do not reflect the application of any such reduction.
(2)Mr. Puente entered into an agreement with the Company that if he is awarded severance benefits in the future due to a termination without cause, the $1,365,333 mandatory separation payment which he received as a result of the termination of his employment contract in Mexico would be deducted from those amounts.
Notice of Annual Meeting of Stockholders and 2026 Proxy Statementç57

PAY RATIO DISCLOSURE

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