Code of Ethics

Updated December 16, 2024

The Board of Directors of Whirlpool Corporation (the Company), acting upon the recommendation of its Corporate Governance and Nominating Committee (the Committee), has adopted the following procedures (the Procedures) with regard to Related Party Transactions, as defined below.

These Procedures provide a framework for evaluating any transaction (a Related Person Transaction) that the Company determines would require disclosure under Item 404(a) of Regulation S-K (17 CFR Part 229) or any successor regulation promulgated by the U.S. Securities and Exchange Commission. For purposes of these Procedures, “Related Person” has the meaning given to such term in the instructions to Item 404 of Regulation S-K.

The Corporate Secretary shall administer and monitor compliance with these Procedures. Each executive officer, director and nominee for director shall provide to the Corporate Secretary annually a completed questionnaire setting forth certain business and other affiliations that may relate to the Company’s business and activities. Each executive officer and director should also, throughout the year ensure that the Corporate Secretary has been advised of all businesses and affiliations that may be considered Related Person Transactions. The Corporate Secretary shall promptly report to the Committee any transaction that he or she becomes aware of that may be a Related Person Transaction.

When a Related Person Transaction is contemplated, all of the material facts regarding the substance of the proposed transaction, including the material facts relating to the Related Person’s or other party’s relationship or interest, must be fully disclosed to the Committee. The Committee shall thereafter review and vote on whether to approve the transaction. Interested directors may be counted in determining the presence of a quorum at a Committee meeting that authorizes or ratifies a Related Person Transaction. Only disinterested Committee members may vote on approval or ratification of a Related Person Transaction. Approval or ratification of a Related Person Transaction requires the affirmative vote of the majority of disinterested directors on the Committee. In approving or ratifying any Related Person Transaction, the Committee must determine that the transaction is fair and reasonable to the Company and consistent with the interests of the Company and its stockholders. In determining whether to approve aRelated Person Transaction, the Committee will consider, among other factors, the following factors to the extent relevant to the Related Person Transaction:

• whether the terms of the Related Person Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Person;
• whether there are business reasons for the Company to enter into the Related Person Transaction;
• whether the Related Person Transaction would impair the independence of a nonemployee director; and 
• whether the Related Person Transaction would present an improper conflict of interest for any director or executive officer of the Company.

The Committee shall not be required by these Procedures to obtain a fairness opinion or other third party support or advice regarding the fairness of the transaction, but may do so if the Committee so determines in its discretion.

These Procedures generally should be used to obtain approval of a Related Person Transactions before entering into the transaction.. On occasion, however, a transaction may commence before the Committee has evaluated it, or a transaction may commence before it is discovered that there is a Related Person participating in the transaction. Accordingly, in such instances, notwithstanding the above, the Corporate Secretary should consult with the Chair of the Committee to determine the appropriate course of action, which may include subsequent ratification by the affirmative vote of a majority of the disinterested directors on the Committee. If the Chair of the Committee is an interested director, then management should consult with the disinterested members of the Committee to determine the appropriate course of action.

The Committee shall report to the Board of Directors about its reviews of potential related person transactions. Approval or ratification of a transaction in accordance with these Procedures will not constitute a waiver of the Company’s code of ethics.