PENTAIR plc

Previous wording

The terms “us,” “we,” “our” or “Pentair” refer to Pentair plc and its consolidated subsidiaries. At Pentair, we believe the health of our world depends on reliable access to clean water. We deliver a comprehensive range of smart, sustainable water solutions to homes, businesses and industries around the world. Our industry-leading and proven portfolio of solutions enables our customers to access clean, safe water; reduce water consumption; and recover and reuse water. Whether it’s moving, improving or helping people enjoy water, we help manage life’s most essential resource. We are comprised of three reportable segments: Flow, Water Solutions and Pool. For the first nine months of 2025, the Flow, Water Solutions and Pool reportable segments represented approximately 37%, 26% and 37% of total consolidated net sales, respectively. We classify our operations into reportable segments based primarily on types of products offered and markets served:

Current wording

For the first three months of 2026, the Flow, Water Solutions and Pool reportable segments represented approximately 25%, 38% and 37% of total consolidated net sales, respectively. We classify our operations into reportable segments based primarily on types of products offered and markets served:

Previous wording

•Flow— The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value. This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, specialty insertion valves, line stop fittings and installation equipment, water disposal pumps, water supply pumps, fluid transfer pumps, turbine pumps, solid handling pumps and agricultural spray nozzles, while serving the global residential, commercial and industrial markets. These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.

Current wording

•Flow— The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value. This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, specialty insertion valves, line stop fittings and installation equipment, turbine pumps and solid handling pumps, while serving the global commercial and industrial markets. These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, fire suppression and flood control.

Previous wording

•Water Solutions— The focus of this segment is to provide great-tasting, higher-quality water and ice while helping people use water more productively. This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, and point-of-entry and point-of-use water treatment systems. These water treatment products and systems are used in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations.

Current wording

•Water Solutions— The focus of this segment is to provide great tasting, higher-quality water and ice while helping people use water more productively. This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, point-of-entry and point-of-use water treatment systems, fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps. These water treatment products and systems are for use in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations, circulation and transfer, agricultural irrigation and crop spray.

Previous wording

•Pool— The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water. This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, automatic cleaners, maintenance equipment and pool accessories. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.

Current wording

•Pool— The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water. This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, chlorinators, automatic cleaners, maintenance equipment and pool accessories. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.

Previous wording

On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.2 million in cash, net of cash acquired, and subject to customary adjustments. Hydra-Stop manufactures specialty insertion valves, line stop fittings and installation equipment.

Current wording

In September 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.1 million in cash, net of cash acquired, and subject to customary adjustments. Hydra-Stop manufactures specialty insertion valves, line stop fittings and installation equipment.

Previous wording

The following trends and uncertainties affected our financial performance in the first nine months of 2025 and are reasonably likely to impact our results in the future:

Current wording

The following trends and uncertainties affected our financial performance in the first three months of 2026 and are reasonably likely to impact our results in the future:

Previous wording

•We have a Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes. During 2024 and the first nine months of 2025, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operations excellence and organizational effectiveness. We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to continue to incur transformation costs throughout the remainder of 2025 and beyond.

Current wording

•We have a Transformation Program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes. During 2025 and the first three months of 2026, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operational excellence and organizational effectiveness. We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to incur transformation costs throughout the remainder of 2026 and beyond.

Previous wording

•During 2024 and the first nine months of 2025, we implemented 80/20 guiding principles to enable our Transformation Program. This 80/20 analysis is expected to create value by focusing on key customers and products through quadrant-based strategies. We expect the analysis to result in actions to improve operating performance by driving growth with our highest value customers, reducing lower margin sales and removing complexity in the future.

Current wording

•During 2025 and the first three months of 2026, we implemented 80/20 guiding principles to enable our Transformation Program. As we continue to focus on 80/20 guiding principles in 2026, we expect to create value by increasing focus on key customers and products through quadrant-based strategies. We expect this approach to enable improved operating performance by driving margin growth with our highest value customers, reducing lower margin sales and removing complexity in the future.

Previous wording

•During 2024 and the first nine months of 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect these actions to continue throughout the remainder of 2025 and to drive margin growth.

Current wording

•During 2025 and the first three months of 2026, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect these actions to continue throughout the remainder of 2026 and to drive margin expansion.

Previous wording

•During 2024 and the first nine months of 2025, we experienced inflationary cost increases for certain raw materials as well as logistics and transportation costs. The ongoing volatile market for commodities has the potential to continue to drive price increases in our supply chain. In addition, the current U.S. administration has implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs. We expect these actions and reactionary tariff adjustments by other countries to continue to impact our business and contribute to inflationary cost increases. As a result, we have taken actions to mitigate the impact of tariffs such as pricing increases, inventory pre-buys and supply chain optimization actions, which may continue going forward. In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases. We anticipate supply chain pressures as well as inflationary cost increases due to these tariffs and any resulting impact on macroeconomic conditions and our business to continue throughout the remainder of 2025.

Current wording

•During 2025 and the first three months of 2026, we experienced inflationary cost increases, including tariffs, for certain raw materials as well as logistics and transportation costs. Tariffs, along with potential retaliatory measures by other countries, have contributed to higher input costs and supply chain complexity. The ongoing volatility in the commodities market also has the potential to continue to drive price increases in our supply chain. To address these inflationary pressures, we have implemented pricing increases and taken other actions including inventory pre-buys and supply chain optimization. In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases. We anticipate that inflationary cost increases and supply chain pressures, including additional or increased tariffs in the future, as well as any related impacts on macroeconomic conditions and our business, will likely persist throughout the remainder of 2026.

Previous wording

•The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. Pillar Two has negatively impacted our effective tax rate in 2025 and is likely to continue to impact our effective tax rate in the future. We continue to evaluate the enacted legislative changes and new guidance as it becomes available.

Current wording

•The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. Pillar Two has negatively impacted our effective tax rate during the first three months of 2026 and is likely to continue to impact our effective tax rate in the future. We continue to evaluate the enacted legislative changes and new guidance as it becomes available.

Previous wording

•Continuing to implement our Transformation Program initiatives that will drive operational excellence, reduce complexity and improve our organizational structure, which includes the focus on 80/20 actions to drive profitable growth; and

Current wording

•Evolving the Pentair Business System which includes executing our Transformation Program initiatives and using the Pentair leadership tools to drive operational excellence, reduce complexity and improve our organizational structure, with a continued focus on 80/20 guiding principles for profitable growth; and

Previous wording

The 1.4 and 1.2 percentage point increases in gross profit as a percentage of net sales in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 1.9 percentage point increase in gross profit as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

•asset impairment and write-offs of $1.1 million in the third quarter of 2025, compared to $2.8 million in the third quarter of 2024.

Current wording

•no asset impairment and write-offs in the first quarter of 2026, compared to $5.2 million in the first quarter of 2025.

Previous wording

The 0.1 percentage point increase in SG&A as a percentage of net sales in the first nine months of 2025 from 2024 was primarily driven by:

Current wording

The 1.7 percentage point increase in SG&A as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

•restructuring and other costs of $4.3 million in the third quarter of 2025, compared to $23.4 million in the third quarter of 2024;

Current wording

•restructuring and other costs of $21.4 million in the first quarter of 2026, compared to $10.5 million in the first quarter of 2025; and

Previous wording

The 27.3 and 29.2 percent decreases in net interest expense in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 2.0 percent increase in net interest expense in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

The 2.1 and 0.7 percentage point increases in the effective tax rate in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 0.2 percentage point decrease in the effective tax rate in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

•the unfavorable mix of global earnings; and

Current wording

•a favorable mix of global earnings.

Previous wording

•a decrease in the amount of favorable discrete items in 2025 compared to 2024.

Current wording

•the decrease in the amount of favorable discrete items in 2026 compared to 2025.

Previous wording

We evaluate performance based on net sales and reportable segment income (“segment income”) and use certain ratios, particularly return on sales, to measure performance of our reportable segments. Segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.

Current wording

We evaluate performance based on net sales and reportable segment income (“segment income”) and use certain ratios, particularly return on sales, to measure performance of our reportable segments. Segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.

Previous wording

The 5.9 and 0.5 percent increases in net sales for Flow in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 11.0 percent increase in net sales for Flow in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

•increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024.

Current wording

•increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025;

Previous wording

The 2.0 and 2.3 percentage point increases in segment income for Flow as a percentage of net sales in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 2.1 percentage point increase in segment income for Flow as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

The 5.6 and 5.0 percent decreases in net sales for Water Solutions in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 0.6 percent decrease in net sales for Water Solutions in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

The 2.8 and 1.9 percentage point increases in segment income for Water Solutions as a percentage of net sales in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 1.6 percentage point increase in segment income for Water Solutions as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

The 6.9 and 7.7 percent increases in net sales for Pool in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

Current wording

The 0.8 percent increase in net sales for Pool in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

The 0.9 percentage point increase in segment income for Pool as a percentage of net sales in the first nine months of 2025 from 2024 was primarily driven by:

Current wording

The 0.3 percentage point increase in segment income for Pool as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

Previous wording

We experience seasonal cash flows primarily due to seasonal demand in a number of markets. Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2025 and drew on our revolving credit facility to fund our operations. This cash usage reversed in the second quarter as the seasonality of our businesses peaked and generated significant cash to fund our operations. We continued to generate significant cash to fund our operations in the third quarter of 2025.

Current wording

We experience seasonal cash flows primarily due to seasonal demand in a number of markets. Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2026 and drew on our revolving credit facility to fund our operations. This cash usage typically reverses in the second quarter as the seasonality of our businesses peak. We expect historical seasonal patterns to continue and the second quarter of 2026 to generate significant cash to fund our operations.

Previous wording

End-user demand for pool equipment in the Pool segment, water solution products in the Water Solutions segment, and residential water supply and agricultural products within the Flow segment follows warm weather trends, with seasonal highs ranging from April to September. The magnitude of the sales spike has historically been partially mitigated by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by weather patterns, particularly by temperature, heavy flooding and droughts.

Current wording

End-user demand for pool equipment in the Pool segment and water solution, residential water supply and agricultural products in the Water Solutions segment follows warm weather trends, with seasonal highs ranging from April to September. The magnitude of the sales spike has historically been partially mitigated by employing advance sale “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by weather patterns, particularly by temperature, heavy flooding and droughts.

Previous wording

Net cash provided by operating activities of continuing operations in the first nine months of 2025 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation, loss on sale of business, deferred income taxes and asset impairment, of $697.7 million. Additionally, we had a cash inflow of $57.8 million as a result of changes in net working capital, primarily due to decreased accounts receivable and increased accounts payable balances. The decrease in accounts receivable was attributed to an increase in cash collections during the period. The increased accounts payable balance was primarily due to the general timing of vendor payments during the first nine months of 2025.

Current wording

Net cash used for operating activities in the first three months of 2026 primarily reflects a cash outflow of $275.8 million as a result of changes in net working capital, primarily due to an increase in accounts receivable largely related to certain advance sale programs in anticipation of our distributors’ peak sales season in the second and third quarters. The outflow related to net working capital was partially offset by net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization and share-based compensation, of $206.8 million.

Previous wording

Net cash provided by operating activities of continuing operations in the first nine months of 2024 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation and asset impairment, of $580.5 million. Additionally, we had a cash inflow of $80.9 million as a result of changes in net working capital, primarily due to lower inventory and accounts receivable balances. These decreases were primarily related to supply chain efficiencies and improved lead times.

Current wording

Net cash used for operating activities in the first three months of 2025 primarily reflects a cash outflow of $255.5 million as a result of changes in net working capital, primarily due to an increase in accounts receivable largely related to certain advance sale programs in anticipation of our distributors’ peak sales season in the second and third quarters. The outflow related to net working capital was partially offset by net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation and asset impairment, of $201.7 million.

Previous wording

Net cash used for investing activities in the first nine months of 2024 primarily reflects capital expenditures of $51.7 million and cash paid upon the settlement of net investment hedges of $16.4 million.

Current wording

Net cash used for investing activities in the first three months of 2026 primarily reflects capital expenditures of $18.5 million.

Previous wording

Net cash used for financing activities in the first nine months of 2025 primarily relates to the repayment of $250.0 million of the remaining principal under the Term Loan Facility, a $19.3 million repayment of senior notes, share repurchases of $175.0 million and dividend payments of $123.3 million, partially offset by net borrowings of revolving long-term debt of $210.5 million.

Current wording

Net cash provided by financing activities in the first three months of 2026 primarily relates to net borrowings of revolving long-term debt of $304.9 million, partially offset by share repurchases of $200.0 million and dividend payments of $44.1 million.

Previous wording

As of September 30, 2025, total availability under the Senior Credit Facility was $680.0 million. In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.

Current wording

As of March 31, 2026, total availability under the Senior Credit Facility was $317.4 million. In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more additional tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.

Previous wording

In addition to the Senior Credit Facility and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $20.9 million, of which there were no outstanding borrowings at September 30, 2025. Borrowings under these credit facilities bear interest at variable rates.

Current wording

In addition to the Senior Credit Facility and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $21.1 million, of which there were no outstanding borrowings at March 31, 2026. Borrowings under these credit facilities bear interest at variable rates.

Previous wording

As of September 30, 2025, we had $78.3 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Current wording

As of March 31, 2026, we had $31.6 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Previous wording

In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million. This authorization expires on December 31, 2025. During the nine months ended September 30, 2025, we repurchased 1.8 million of our ordinary shares for $175.0 million. As of September 30, 2025, we had $275.0 million available for share repurchases under this authorization.

Current wording

In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2028. During the three months ended March 31, 2026, we repurchased 2.0 million of our ordinary shares for $200.0 million. As of March 31, 2026, we had $800.0 million available for share repurchases under this authorization.

Previous wording

On September 22, 2025, the Board of Directors declared a quarterly cash dividend of $0.25 per share, payable on November 7, 2025 to shareholders of record at the close of business on October 24, 2025. As a result, the balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $41.0 million at September 30, 2025, compared to $41.2 million at December 31, 2024.

Current wording

On February 23, 2026, the Board of Directors declared a quarterly cash dividend of $0.27 per share, payable on May 1, 2026 to shareholders of record at the close of business on April 17, 2026. As a result, the balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $43.6 million at March 31, 2026, compared to $44.1 million at December 31, 2025.

Previous wording

We paid dividends in the first nine months of 2025 of $123.3 million, or $0.75 per ordinary share compared with $114.3 million, or $0.69 per ordinary share, in the prior year period.

Current wording

We paid dividends in the first three months of 2026 of $44.1 million, or $0.27 per ordinary share compared with $41.2 million, or $0.25 per ordinary share, in the prior year period.