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There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, other than as set forth below.
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.
Our costs of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short- and long-term credit ratings assigned to our debt by the major credit rating agencies. These ratings are based, in significant part, on our financial performance as measured by metrics such as profitability, interest coverage and leverage ratios, as well as economic conditions in the geographies in which we operate. Our debt currently carries a non-investment grade rating from each of Moody's, S&P, and Fitch, which has partially reduced access to and increased the costs associated with accessing certain types of financing typically reserved for investment-grade companies (e.g., commercial paper).
Our credit ratings are subject to periodic review by Moody’s, S&P, and Fitch, and may be subject to rating and periodic review by additional independent credit rating agencies in the future. Further developments or downgrades to our credit ratings, including any announcement that our ratings are under further review for an additional downgrade by any of the major credit rating agencies, could result in additional increased borrowing costs, and could adversely affect our liquidity, competitive position and access to the capital markets, which could have an adverse effect on our cash flow, results of operations and financial condition. During the second quarter of 2026, we entered into the ABL Credit Facility and issued the Secured Notes. Increased borrowing costs and/or reduced EBITDA performance could impact our ability to undertake certain future activities based on our inability to meet certain fixed charge coverage and net leverage ratios, as set forth therein.
Changes in foreign trade policies and other factors beyond our control may adversely impact our business and financial performance.
The current domestic and international political environment, including government shutdowns and changes to trade laws, regulations and policies, including tariffs, sanctions, and export controls, has resulted in uncertainty surrounding the future state of the global economy. Many of our most significant competitors are foreign companies with varying global production footprints, and in an escalating global trade conflict, tariffs, sanctions or other trade policy actions by various governments could be favorable to our competitors.
In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Subsequent lower court rulings allow for recovery of IEEPA tariff amounts previously paid, and we recognized approximately $50 million in tariff recovery and mitigation actions in Q1 2026. The timing and administration of IEEPA tariff refunds may be subject to further legal and regulatory developments. Subsequent to the U.S. Supreme Court’s ruling, an executive order was issued imposing a new global tariff under Section 122, and a subsequent executive order modified previously implemented Section 232 tariffs so that global home appliance imports are now subject to a 25% tariff on the product’s full import value.
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, global tariffs under Section 122, and multiple ongoing investigations that could lead to additional tariffs. These actions have increased the cost of certain raw materials and components, led to "pre-loading" of
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finished product inventories by foreign competitors in advance of tariff implementation, and created significant uncertainty and potential risks for our business. Pre-loading by competitors can delay expected positive impacts of tariffs on finished appliances and impact competitors’ go-to-market actions. The expectation of tariff refunds following the U.S. Supreme Court decision has incentivized and may incentivize further discounting or other go-to-market actions by competitors.
Certain countries have announced or may announce retaliatory tariffs in response to U.S. trade policy actions. We have taken actions to mitigate the impact of tariffs and retaliatory tariffs on our business, including but not limited to component sourcing changes, supply chain modifications, product sourcing transitions, tariff refund claim monetization, addressing suspected tariff evasion by competitors, and executing broader cost-takeout goals, and may continue to take such actions in the future. The U.S. government may increase enforcement activity around tariffs and customs compliance, including evolving guidance, increased audits and more aggressive investigations, which could impact our mitigation strategies and lead to increased costs and legal risks. The U.S. government may also propose and implement additional changes to international trade agreements, tariffs, taxes, and other government rules and regulations. While the future financial impact of these actions and potential additional U.S. tariff actions and retaliatory actions by other countries remains unknown, the impacts could have a material adverse effect on our financial statements in any particular reporting period.
The payment of cumulative dividends on our Preferred Stock may create liquidity risk to the Company and dividend payment and dilution risks to shareholders.
We depend, in part, on our ability to successfully access the capital and financial markets to fund our operations and contractual commitments. On February 27, 2026, we closed our Common Stock Offering and Depositary Shares Offering. Each depositary share represents a 1/20th interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”). We expect to require approximately $50 million annually for the payment of dividends on the outstanding shares of our Preferred Stock, through the mandatory conversion date of February 15, 2029. The Preferred Stock dividends, if declared, can be paid in cash, or subject to certain limitations, in shares of our common stock, or a combination of both. Any unpaid dividends will continue to accumulate. Any cumulative dividends that we choose to pay in cash will reduce our liquidity for operations and other capital allocation priorities, and any cumulative dividends that we choose to pay in shares of common stock will result in dilution to existing shareholders.
In addition, if we require additional capital to support our operations, pay off existing debt, address impacts to our business related to market developments, fund dividend payments or outstanding financing commitments or meet other business requirements, we may need to refinance or restructure our debt beyond the refinancing activities completed in the second quarter of 2026, reduce or delay capital investments, or issue equity, equity-linked or debt securities, and these activities could have terms that are unfavorable or could be dilutive. If we are unable to access the capital or financial markets at competitive rates, on terms acceptable to us or in sufficient amounts, or if we experience an increase in our borrowing costs or otherwise fail to manage our liquidity effectively, our business, financial position and results of operations could be materially adversely affected.
The issuance of stock in our Preferred Stock and Common Stock Offerings, and the possibility of the issuance of our common stock in the future, has and will cause dilution to the interests of our existing shareholders.
Unless earlier converted, each outstanding share of Preferred Stock will automatically convert on or about February 15, 2029, to shares of common stock, subject to customary anti-dilution adjustments. Collectively, these issuances or potential future issuances of common stock could be significant and will dilute the interests of our existing shareholders. The conversion of some or all of our shares of Preferred Stock, or the payment of dividends on our Preferred Stock in the form of common stock will dilute the ownership interest of the holders of our common stock.
Our common stock ranks junior to the Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.
Our common stock ranks junior to the Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs. This means that, unless accumulated dividends have been paid or set aside for payment on all the outstanding Preferred Stock through the most recently completed dividend period, no dividends may be declared or paid on our common
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stock subject to limited exceptions. Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Preferred Stock a liquidation preference equal to $1,000 per share plus accumulated and unpaid dividends.
The previously announced Private Placement of our common stock did not achieve required regulatory approvals, which prevented us from receiving $30 million in expected gross proceeds.
On February 24, 2026, we entered into a Private Placement Common Stock Purchase Agreement with Guangdong Whirlpool Electrical Appliances Co., Ltd, a wholly-owned subsidiary of Whirlpool (China) Co. Ltd. (“Whirlpool China”), for the sale of 434,782 shares of our common stock at a price per share of $69, for an aggregate purchase price of approximately $30 million (the “Private Placement”). Although shareholder approval of the purchaser was successfully obtained, the transaction did not achieve necessary regulatory approvals, and as a result, the Private Placement has been terminated. Because we were unable to complete the Private Placement transaction, we did not receive the $30 million in expected gross proceeds.
Our new $2.0 billion ABL Credit Facility contains borrowing base requirements and springing financial covenants that may constrain our liquidity and operational flexibility.
On June 16, 2026, we entered into the ABL Credit Facility providing up to $2.0 billion in aggregate borrowing and replacing our previous unsecured revolving credit facility. Our ability to borrow under the ABL Credit Facility is restricted by a “borrowing base” tied directly to the value of eligible accounts, inventory, intellectual property, machinery and equipment, credit card receivables, and cash held by us and our subsidiaries. A reduction in the value of our inventory or receivables, among other collateral, will reduce our inventory valuation or receivables, among other collateral, will lower our borrowing base and reduce our financial flexibility. The ABL Credit Facility contains operating and springing financial restrictions and these restrictions limit our ability, and the ability of our subsidiaries, to engage in certain financial agreements in the future. These restrictions could hinder our ability to react to changes in our industry or withstand a significant future downturn in our business.
The issuance of our Secured Notes could adversely affect our financial health, restrict our operational flexibility, and subject us to structural payment limitations.
On June 16, 2026, we issued the Secured Notes subject to the indenture. Additional debt service requirements related to the Secured Notes could impact our business and ability to execute our strategy. The Secured Notes are guaranteed by each domestic and Canadian subsidiary of the Company that is a borrower under, or a guarantor of, the Company’s obligations under the ABL Credit Facility. The Secured Notes and related guarantees are secured, on a second-priority basis, subject to certain exceptions, by substantially all the assets of the Company and the guarantors that secure the obligations under the ABL Credit Facility on a first-priority basis. The Indenture governing the Secured Notes limits our ability, and the ability of our subsidiaries, to incur additional indebtedness, pay dividends, or make other equity distributions, create liens, make investments, or sell assets, subject to a number of important limitations and exceptions. These restrictions could impede our operational agility and limit our strategic options.