PENTAIR plc
For the period ended Jun 30, 2026. Filed Jul 28, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 28, 2026
PNR$68.12-2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0000077360-26-000027
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-28.
0000077360-26-000045
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 137 previous paragraphs and 133 current paragraphs.
72 unchanged; 40 reworded; 19 added; 23 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 14 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
On July 27, 2026, as part of our Water Solutions reportable segment, we entered into a definitive agreement to acquire the issued and outstanding equity securities of Taco Group Holdings (“Taco”), for a purchase price of $1.425 billion, subject to customary adjustments contemplated by the definitive agreement. We expect to finance the acquisition with a combination of cash on hand and committed bridge financing, which we intend to refinance through a permanent debt issuance that we anticipate to be investment grade. We expect to close the acquisition of Taco in the fourth quarter of 2026, subject to customary closing conditions and necessary regulatory approvals.
Current report
•During the second quarter of 2026, performance was negatively impacted by a decline in Pool sales largely attributed to a more pronounced inventory realignment with major channel partners than previously estimated and worsening business conditions, including higher interest rates and inflation. Destocking of inventory in the Pool channel is expected to negatively impact net sales for the twelve months ended 2026 by approximately $250 million. While we expect channel inventory levels to improve over time, the timing and pace of normalization remain uncertain and could negatively impact our results of operations.
Current report
N.M. = Not Meaningful
Current report
The 17.0 and 7.7 percent decreases in net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Current report
•decreased sales volume primarily driven by destocking of channel inventory within our Pool segment; and
Current report
•the positive impact of $34.9 million in refunds during the second quarter of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary costs increases.
Current report
•restructuring costs of $34.6 million in the second quarter of 2026, compared to $14.3 million in the second quarter of 2025, and $48.3 million in the first half of 2026, compared to $23.9 million in the first half of 2025; and
Current report
•transformation costs of $17.5 million in the second quarter of 2026 compared to $12.7 million in the second quarter of 2025, and $29.0 million in the first half of 2026, compared to $21.9 million in the first half of 2025.
Current report
•an impairment charge of $30.9 million related to the write-off of a definite-lived customer relationship intangible asset as a result of a business exit within our Water Solutions segment during the second quarter of 2025 that did not reoccur in the second quarter of 2026.
Current report
•higher debt levels compared to the same periods of the prior year.
Current report
•decreased sales volume.
Current report
•the positive impact of $5.4 million in refunds during the second quarter of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary costs increases.
Current report
•decreased sales volume; and
Current report
•the positive impact of $18.3 million in refunds in the second quarter of 2026 associated with tariffs previously collected under IEEPA which more than offset inflationary costs increases compared to second quarter of 2025.
Current report
•decreased sales volume primarily driven by destocking of inventory in the Pool channel.
Current report
•decreased sales volume primarily driven by destocking of inventory in the Pool channel; and
Current report
•the positive impact of $11.2 million in refunds during the second quarter of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary costs increases.
Current report
In connection with entering into the definitive agreement to acquire Taco, PFSA entered into a commitment letter, dated July 27, 2026 (the “Commitment Letter”), pursuant to which, among other things, the lender has committed to provide debt financing for the acquisition of Taco, consisting of a senior unsecured bridge facility of $1.4 billion (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. The Bridge Facility will be subject to mandatory reduction and prepayment for 100% of the net cash proceeds from the issuance of any debt and other of our securities and other specified events, subject to certain exceptions.
Current report
We have $3.1 million of payments due in the next twelve months under the term loan facility of the Senior Credit Facility. We classified this debt as long-term as of June 30, 2026, as we have the intent and ability to refinance such obligation on a long-term basis utilizing the Senior Credit Facility’s revolving credit facility.
Removed paragraphs (23)
Previous report
The 2.6 percent increase in net sales in the first quarter of 2026 from 2025 was primarily driven by:
Previous report
•favorable foreign currency effects compared to the same period of the prior year; and
Previous report
•decreased sales volume compared to the same period of the prior year; and
Previous report
•inflationary cost increases, including higher tariffs and certain raw material costs.
Previous report
•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 report
•transformation costs of $11.5 million in the first quarter of 2026, compared to $9.1 million in the first quarter of 2025.
Previous report
•a reduction of interest income due to lower cash balances in the first quarter of 2026 compared to the first quarter of 2025.
Previous report
This decrease was partially offset by:
Previous report
•favorable foreign currency effects compared to the same period of the prior year; and
Previous report
•decreased sales volume compared to the same period of the prior year.
Previous report
•increased selling prices to mitigate impacts of inflation;
Previous report
•the income of the Hydra-Stop acquisition; and
Previous report
•inflationary cost increases, including higher tariffs and certain raw material costs; and
Previous report
•unfavorable foreign currency effects compared to the same period of the prior year.
Previous report
•decreased sales volume compared to the same period of the prior year; and
Previous report
This decrease was partially offset by:
Previous report
•favorable foreign currency effects compared to the same period of the prior year.
Previous report
•increased selling prices to mitigate impacts of inflation; and
Previous report
•inflationary cost increases, including higher tariffs and certain raw material costs; and
Previous report
•unfavorable foreign currency effects compared to the same period of the prior year.
Previous report
•decreased sales volume compared to the same period of the prior year.
Previous report
•increased selling prices to mitigate impacts of inflation; and
Previous report
•inflationary cost increases, including higher tariffs and certain raw material costs.
Reworded paragraphs (40)
Previous wording
This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this report.
Current wording
This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. All statements made about the Taco acquisition, including the anticipated time for completing the acquisition, and the anticipated benefits of the acquisition are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include our ability to close and fund the Taco acquisition on the expected terms and time schedule, including obtaining regulatory approvals and satisfying other closing conditions; our ability to integrate the Taco acquisition successfully; our ability to retain customers and employees of Taco; the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. Pentair assumes no obligation, and disclaims any obligation, to update the information contained …
Excerpt shortened here; the source contains the full paragraph.
Previous 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:
Current wording
For the first six months of 2026, the Flow, Water Solutions and Pool reportable segments represented approximately 27%, 41% and 32% 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
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:
Current wording
The following trends and uncertainties affected our financial performance in the first six 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 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.
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 six 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 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.
Current wording
•During 2025 and the first six 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 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.
Current wording
•During 2025 and the first six 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 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.
Current wording
•During 2025 and the first six 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
•During 2025, the current U.S. administration implemented tariffs under the International Emergency Economic Powers Act (“IEEPA”). On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. While the process for reimbursement became available on April 20, 2026, the timing and amount of any potential refunds for previously collected tariffs remain uncertain and may be subject to further legal and regulatory developments. We will continue to monitor the situation and evaluate the impact of any replacement tariffs or policy changes on our business, including the potential for cost recovery and future tariff exposure.
Current wording
•During 2025, the current U.S. administration implemented tariffs under the International Emergency Economic Powers Act (“IEEPA”). In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the IEEPA. While we have received refunds in the second quarter of 2026 of certain previously paid IEEPA tariffs, uncertainty remains regarding the timing and ultimate amount of any additional potential refunds, as well as the scope and impact of replacement tariffs or other trade policy actions. We will continue to monitor these developments and evaluate their potential impact on our business, results of operations, cash flows and future tariff exposure.
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 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.
Current wording
•The Organisation 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 six 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
•increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025;
Current wording
•increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025; and
Previous 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:
Current wording
The 1.7 and 1.8 percentage point increases in gross profit as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous wording
•increased productivity across all our segments; and
Current wording
•increased productivity across all our segments;
Previous wording
•no asset impairment and write-offs in the first quarter of 2026, compared to $5.2 million in the first quarter of 2025.
Current wording
•no asset impairment and write-offs in the second quarter or first half of 2026, compared to $10.3 million and $15.5 million in the second quarter and first half, respectively, of 2025; and
Previous 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:
Current wording
The 3.0 and 2.2 percentage point increases in SG&A as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous wording
The 2.0 percent increase in net interest expense in the first quarter of 2026 from 2025 was primarily driven by:
Current wording
The 8.4 and 5.1 percent increases in net interest expense in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous wording
The 0.2 percentage point decrease in the effective tax rate in the first quarter of 2026 from 2025 was primarily driven by:
Current wording
The 1.4 and 0.7 percentage point decreases in the effective tax rate in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous wording
•the decrease in the amount of favorable discrete items in 2026 compared to 2025.
Current wording
•a decrease in the amount of favorable discrete items in 2026 compared to 2025.
Previous wording
The 11.0 percent increase in net sales for Flow in the first quarter of 2026 from 2025 was primarily driven by:
Current wording
The 5.1 and 7.9 percent increases in net sales for Flow in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous 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:
Current wording
The 4.7 and 3.4 percentage point increases in segment income for Flow as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous wording
The 0.6 percent decrease in net sales for Water Solutions in the first quarter of 2026 from 2025 was primarily driven by:
Current wording
The 5.1 and 3.0 percent decreases in net sales for Water Solutions in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous 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:
Current wording
The 5.6 and 3.6 percentage point increases in segment income for Water Solutions as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous wording
The 0.8 percent increase in net sales for Pool in the first quarter of 2026 from 2025 was primarily driven by:
Current wording
The 42.3 and 21.9 percent decreases in net sales for Pool in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
Previous 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:
Current wording
The 12.3 and 5.1 percentage point decreases in segment income for Pool as a percentage of net sales in the second quarter of 2026 from 2025 were 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 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.
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 reversed in the second quarter of 2026 as the seasonality of our businesses peaked and generated significant cash to fund our operations.
Previous 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.
Current wording
End-user demand for pool equipment in the Pool segment and water solutions, 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 within the Pool segment 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 temperature, heavy flooding and droughts.
Previous 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.
Current wording
Net cash provided by operating activities in the first six months of 2026 primarily reflects net income from continuing operations, inclusive of $34.9 million of tariff refunds previously collected under IEEPA and net of non-cash depreciation, definite-lived intangible amortization and share-based compensation, of $369.7 million. Additionally, we had a cash inflow of $138.0 million as a result of changes in net working capital, primarily due to decreased accounts receivable and increased inventory balances primarily driven by lower sales volume within our Pool segment attributed to higher channel inventory and lower demand as well as an increase in cash collections during the period.
Previous 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.
Current wording
Net cash provided by operating activities in the first six 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 and asset impairment, of $455.8 million. Additionally, we had a cash inflow of $83.3 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 an increase in purchases for our peak sales season in the second quarter of 2025.
Previous wording
Net cash used for investing activities in the first three months of 2026 primarily reflects capital expenditures of $18.5 million.
Current wording
Net cash used for investing activities in the first six months of 2026 primarily reflects capital expenditures of $37.4 million.
Previous wording
Net cash used for investing activities in the first three months of 2025 reflects capital expenditures of $16.8 million.
Current wording
Net cash used for investing activities in the first six months of 2025 primarily reflects capital expenditures of $27.7 million and the purchase of investments of $18.0 million.
Previous wording
Net cash provided by financing activities in the first three months of 2025 primarily relates to net borrowings of revolving long-term debt of $196.2 million, partially offset by share repurchases of $50.0 million and dividend payments of $41.2 million.
Current wording
Net cash used for financing activities in the first six months of 2026 primarily relates to the repayment $575.0 million of the remaining principal under the Prior Term Loan Facility, share repurchases of $348.2 million and dividend payments of $87.5 million, partially offset by proceeds received from the term loan facility under the Senior Credit Facility of $500.0 million and net borrowings of revolving long-term debt of $42.3 million.
Previous 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.
Current wording
Net cash used for financing activities in the first six months of 2025 primarily relates to the repayment of $250.0 million of the principal balance under the Prior Term Loan Facility, share repurchases of $125.0 million and dividend payments of $82.4 million.
Previous wording
Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, which was amended and restated in May 2025, providing for a $900.0 million senior unsecured revolving credit facility. The Senior Credit Facility has a maturity date of May 5, 2030. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
Current wording
Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, which was amended and restated in May 2025 and May 2026, providing for a $900.0 million senior unsecured revolving credit facility and a $500.0 million senior unsecured term loan facility. The revolving credit and term loan facilities have a maturity date of May 5, 2030. The term loan facility has required quarterly installment payments of $3.1 million beginning on the last day of the second quarter of 2027 and increasing to $6.3 million beginning with the last day of the second quarter of 2028. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
Previous 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.
Current wording
As of June 30, 2026, total availability under the Senior Credit Facility was $580.0 million. Additionally, 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, Pentair and PFSA are parties to a senior unsecured term loan facility (the “Term Loan Facility”), with PFSA, as borrower, Pentair, as guarantor, providing for an aggregate principal amount of $1.0 billion. The Term Loan Facility has a maturity date of July 28, 2027, with required quarterly installment payments of $6.3 million which began on the last day of the third quarter of 2023 and increased to $12.5 million on the last day of the third quarter of 2024. During 2024, PFSA repaid the remaining $162.5 million of quarterly installments on the Term Loan Facility, such that PFSA is not required to make any further quarterly installment payments. As of March 31, 2026, the remaining obligation of $575.0 million matures on July 28, 2027. The Term Loan Facility bears interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, or adjusted daily simple secured overnight financing rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
Current wording
In addition, Pentair and PFSA were parties to a senior unsecured term loan facility (the “Prior Term Loan Facility”), with PFSA as borrower and Pentair as guarantor providing for an aggregate principal amount of $1.0 billion and a maturity date of July 28, 2027. In May 2026, PFSA repaid the remaining $575.0 million outstanding under the Prior Term Loan Facility using proceeds from borrowings under the amended Senior Credit Facility, and the Prior Term Loan Facility was terminated.
Previous wording
Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility and the Term Loan Facility. The Senior Credit Facility and the Term Loan Facility contain covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter. For purposes of the Leverage Ratio, the Senior Credit Facility and the Term
Current wording
Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility. The Senior Credit Facility contains covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated cash interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter. For purposes of the Leverage Ratio, the Senior Credit Facility provides for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.
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 $21.1 million, of which there were no outstanding borrowings at March 31, 2026. Borrowings under these credit facilities bear interest at variable rates.
Current wording
In addition to the Senior Credit Facility, we have various other credit facilities with an aggregate availability of $21.1 million, of which there were no outstanding borrowings at June 30, 2026. Borrowings under these credit facilities bear interest at variable rates.
Previous 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.
Current wording
As of June 30, 2026, we had $38.5 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 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.
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 six months ended June 30, 2026, we repurchased 4.0 million of our ordinary shares for $350.0 million. As of June 30, 2026, we had $650.0 million available for share repurchases under this authorization.
Previous 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.
Current wording
On May 4, 2026, the Board of Directors declared a quarterly cash dividend of $0.27 per share, payable on August 7, 2026 to shareholders of record at the close of business on July 24, 2026. As a result, the balance of dividends payable included in Other current liabilitieson our Condensed Consolidated Balance Sheets was $43.1 million at June 30, 2026, compared to $44.1 million at December 31, 2025.
Previous 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.
Current wording
We paid dividends in the first six months of 2026 of $87.5 million, or $0.54 per ordinary share compared with $82.4 million, or $0.50 per ordinary share, in the prior year period.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The consolidated results of operations for the six months ended June 30, 2026 and 2025 were as follows:
Current report — wording carried from elsewhere
•increased selling prices to mitigate inflationary cost increases; and
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
•increased selling prices to mitigate inflationary cost increases.
Previous report — wording carried elsewhere
Loan Facility provide for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.