Form 4: Whirlpool CFO's Scheduled Stock Transactions

Whirlpool's EVP & CFO, Roxanne Warner, reported scheduled vesting of restricted stock units, related tax withholdings, and a deferral of shares into deferred stock.

Summary

• Roxanne Warner, EVP & Chief Financial Officer of Whirlpool Corp, reported multiple transactions involving the company's common stock and restricted stock units (RSUs) on March 1, 2026.
• Transactions included the vesting of 99, 285, and 328 restricted stock units, which converted into common stock.
• A total of 230.762 shares of common stock were disposed of to cover tax withholding obligations related to the RSU vesting, at a price of $69.13 per share.
• Following these transactions, direct beneficial ownership of common stock stands at 9,945.076 shares.
• An administrative error from a December 16, 2025 Form 4 was corrected, which had overstated beneficial ownership by 2.9 shares.
• 100 shares of common stock, upon vesting of restricted stock units, were deferred into Whirlpool's Executive Deferred Savings Plan II, converting into an equal number of deferred stock units.
• Indirect beneficial ownership includes 601.647 shares held in a 401(k) Stock Fund.
• Remaining unvested restricted stock units include 284 units from a February 19, 2024 grant (vesting March 1, 2027) and 653 units from a February 17, 2025 grant (vesting in installments on March 1, 2027, and March 1, 2028).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting the routine realization of executive compensation and adherence to established incentive plans, which is generally a healthy sign of corporate governance.

Positives

• The vesting of restricted stock units represents the realization of executive compensation, aligning management's interests with shareholder value over time.
• The transactions are part of a pre-arranged plan (Rule 10b5-1(c)), indicating scheduled compensation events rather than discretionary trading.

Negatives

• A portion of the vested shares was disposed of to cover tax liabilities, reducing the direct increase in the reporting person's common stock holdings.

Future Outlook

Future vesting events for restricted stock units are scheduled for March 1, 2027, and March 1, 2028, indicating continued alignment of executive compensation with long-term company performance.

Industry Context

StockSavvy.ai notes that these transactions are routine disclosures of executive compensation realization and deferral, common across publicly traded companies, and do not reflect broader industry trends or specific competitive actions.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting and subsequent tax withholding and deferral of shares are standard compensation practices and have a minimal, routine impact on overall share count and dilution.
• Employees (Executive): The reporting person benefits from the realization of long-term incentive compensation, aligning their financial interests with the company's performance.

Next Steps

• Remaining restricted stock units granted on February 19, 2024, are scheduled to vest and convert to shares on March 1, 2027.
• Remaining restricted stock units granted on February 17, 2025, are scheduled to vest in substantially equal installments and convert to shares on March 1, 2027, and March 1, 2028.

Key Dates

Keywords

Whirlpool, WHR, Form 4, Insider Transaction, Restricted Stock Units, Executive Compensation, Beneficial Ownership, Deferred Stock