Whirlpool Corp.WHR

Market position and competition · Disruptive competitors and new market entrants

We also face competition that may be able to quickly adapt to changing consumer preferences, particularly in the connected appliance and direct-to-consumer spaces, or may be able to adapt more quickly to changes brought about by supply chain constraints, inflationary pressures, currency fluctuations, trade laws and tariffs.

Strategic execution · Strategic transformation and turnaround risks

An inability to effectively execute and manage our business objectives, strategic portfolio transformation and transition to an outsourced third-party business unit services model could adversely affect our financial performance. The successful implementation of the initiative has and may in the future present challenges and we may not be able to fully realize all of the anticipated benefits from the initiative.

Customer and revenue · Changing customer preferences and behavior

An inability to understand consumers' preferences and to timely identify, develop, manufacture, market, and sell products that meet customer demand could adversely affect our business. Our success is dependent on anticipating and appropriately reacting to changes in consumer preferences, including the shifting of consumer purchasing practices towards e-commerce, direct-to-consumer and other channels.

Innovation and product development · Intellectual property protection and infringement

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brands. Our failure to secure and maintain protection for or adequately protect our trademarks, products, new features of our products, or our processes may diminish our competitiveness.

Technology infrastructure · Cloud services and data center operations

In addition, we have outsourced certain technology services and administrative functions to third-party service providers and may outsource additional functions in the future. If these service providers do not perform effectively or experience failures, we may experience similar issues depending on the function involved.

Technology infrastructure · Technology systems and infrastructure failure

We depend on information technology to improve the effectiveness of our operations, to interface with our customers, consumers and employees, to maintain the continuity of our manufacturing operations. The failure of any such systems, whether internal, cloud-based or third-party, could disrupt our operations by causing transaction errors, processing inefficiencies, delays or cancellation of customer orders.

Digital transformation and innovation · Technology implementation and upgrades

The adoption of AI technologies may bring challenges in terms of disruption to both our business model and our existing technology and products. Implementation of generative, agentic and other forms of artificial intelligence into our business and products poses risks, such as the misuse of such AI by personnel or vendors, or unintended consequences of such AI.

Human capital and workforce · Talent acquisition and retention

Our ability to attract, develop and retain executives and other qualified employees is crucial to our results of operations and future growth. We depend upon the continued services and performance of our key executives, senior management and skilled personnel, particularly professionals with experience in our business, operations, engineering, technology and the home appliance industry.

Supply chain and procurement · Geographic concentration of suppliers

Because not all of our business arrangements provide for guaranteed supply, and our suppliers also are subject to the economic, social and political conditions in the countries in which they operate and, moreover, some key parts may be available only from single-source unaffiliated third-party suppliers or a limited group of suppliers, we are subject to supply chain risk.

Supply chain and procurement · Transportation and logistics disruption

Our operations and those of our suppliers are subject to disruption for a variety of unexpected reasons, including transportation delays due to port delays or any disruption on the supply chain, work stoppages, epidemics and pandemics, labor shortages.

Core operations · Quality control and product defects

We regularly engage in investigations of potential quality and safety issues as part of our ongoing effort to deliver quality products to our customers. We are currently investigating certain potential quality and safety issues globally, and as appropriate, we undertake to effect repair or replacement of appliances.

Natural and catastrophic events · Natural disasters and extreme weather

Our operations and those of our suppliers are subject to disruption for a variety of unexpected reasons, including hazards such as fire, earthquakes, flooding, or other natural disasters, including due to climate change.

Geopolitical and trade · Trade policies tariffs and sanctions

Changes in foreign trade policies and other factors beyond our control may adversely impact our business and financial performance. The U.S. government continues to implement and adjust significant trade policy and tariff actions, including but not limited to tariffs on imported steel, aluminum, and copper products, multiple tariffs on certain imports from China.

Geopolitical and trade · Political instability and government changes

Political, legal, and economic instability and uncertainty, including the ongoing conflict between Russia and Ukraine, Israel and Palestine, China and Taiwan tensions, the Red Sea conflict and its impact on shipping and logistics and other global conflicts, including tensions between China and the United States.

Corporate governance · Internal controls and risk management

During 2025, we further evolved our business services model, transitioning certain functional processes to a third-party provider. Inconsistent oversight of third-party operations could compromise the accuracy and integrity of financial reporting, while diminished internal control over key functions could result in errors, fraud, or regulatory penalties.

Reputation and brand · Esg environmental social governance performance

Additionally, different stakeholder groups have divergent views on sustainability and ESG matters, which increases the risk that our sustainability measures will be perceived negatively by at least some stakeholders. If we do not successfully manage ESG-related expectations across stakeholders, it could erode stakeholder trust, impact our reputation and adversely affect our business.

Legal and litigation · Litigation and legal proceedings

Unfavorable results of legal and regulatory proceedings could materially adversely affect our business and financial condition and performance. We are or may in the future become subject to a variety of litigation and legal compliance risks relating to, among other things: products; intellectual property rights; income and indirect taxes; environmental matters.

Capital structure and performance · Financial performance volatility

Uncertainty about future economic and industry conditions also makes it more challenging for us to forecast our operating results, make business decisions, and identify and prioritize the risks that may adversely affect our businesses, sources and uses of cash, financial condition and results of operations.

Capital structure and performance · Credit rating and cost of capital

Our credit ratings were downgraded below investment grade in 2025 and our access to certain types of financing and borrowing costs have been and may continue to be negatively impacted. During the second quarter of 2025, Moody's downgraded our senior unsecured debt rating to Ba1, with a negative outlook; in February 2026, Moody's downgraded our senior unsecured debt to Ba2 with a negative outlook.

Credit and liquidity · Debt service and covenant compliance

Further increased borrowing costs and/or reduced EBITDA performance could result in non-compliance with the interest coverage ratio in our credit facility, which could further restrict our access to capital and increase costs associated with our financing activities.