WHIRLPOOL CORP /DE/ 8-K

What Happened
Whirlpool Corporation (WHR) filed an 8-K on March 2, 2026 disclosing a recalculation of its full-year 2026 ongoing (non‑GAAP) earnings-per-share (EPS) guidance following completion of concurrent public offerings of common stock and depositary shares representing a 1/20 interest in 8.50% Series A Mandatory Convertible Preferred Stock. The company said its prior 2026 ongoing EPS guidance of about $7.00 (provided Jan. 28, 2026) is reduced by roughly $1.00 to approximately $6.00 inclusive of the offering impact. The filing was signed by CFO Roxanne L. Warner.

Key Details

• Ongoing EPS guidance: previously ~ $7.00; adjusted to ~ $6.00 after the offerings (impact ≈ –$1.00).
• Weighted‑average diluted shares outstanding: 57.4M (original) + 13.9M (offering impact) = 71.3M (inclusive).
• Interest expense (pre‑tax): originally ~$330M; offering impact ~$(37)M; inclusive ~$293M.
• Dividends paid: originally ~$200M; offering impact ~$70M; inclusive ~$270M.
• GAAP reconciliation: reported (GAAP) diluted EPS ~ $5.35; add restructuring expense ~ $0.75; tax impacts net to ~(0.10); ongoing (non‑GAAP) measure ~ $6.00. Full‑year GAAP and adjusted tax rate used ≈ 25%.

Why It Matters
This filing shows the company reduced its non‑GAAP EPS guidance by about $1.00 mainly because the equity offerings increase shares outstanding and cash dividends tied to the new preferred shares. For investors, the primary takeaways are the higher share count (dilution) and the difference between Whirlpool’s ongoing (non‑GAAP) EPS ($6.00) and GAAP EPS ($5.35). The filing also includes standard forward‑looking statement cautions.