PENTAIR plc
For the period ended Sep 30, 2026. Filed Oct 27, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Oct 27, 2026
PNR$68.12-2.4%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-28.
0000077360-26-000045
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-27.
0000077360-26-000058
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe 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 28 previous paragraphs and 30 current paragraphs.
22 unchanged; 6 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (2)
Current report
We may be negatively impacted by litigation and other claims.
Current report
We are currently, and may in the future become, subject to litigation and other claims. These legal proceedings are typically claims that relate to our products or services or to the conduct of our businesses and include, without limitation, claims relating to commercial, regulatory or contractual disputes with suppliers, shareholders, authorities, customers or parties to acquisitions and divestitures; intellectual property matters; environmental, asbestos, safety and health matters; product quality and liability matters; matters arising from the use or installation of our products; consumer protection matters and employment and labor matters. As described in “Legal proceedings” within Note 16 “Commitments and Contingencies,” of the condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q, we are also currently subject to a putative securities class action by shareholders. The outcome of such legal proceedings cannot be predicted with certainty, and some may be disposed of unfavorably to us. In addition to insurance costs rising and insurers decreasing coverage, insurance coverage is not available for some of our claims and may be disputed by carriers in others. While we currently maintain what we believe to be suitable product liability insurance, we may not be able to maintain this insurance on our preferred terms or at an acceptable cost. Further, this insurance may not provide adequate protection against potential or previously existing liabilities. In addition, we self-insure a portion of product liability claims and must satisfy deductibles on other insured claims. Some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons. In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations. In addition, our indemnification obligations relating to the purchase or sale of businesses could result in litigation or claims of unknown amounts. Successful claims or litigation against us for significant amounts could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.
Reworded paragraphs (6)
Previous wording
There have been no material changes from the risk factors previously disclosed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025, except for the additional risk factors relating to the Taco acquisition set forth below.
Current wording
There have been no material changes from the risk factors previously disclosed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025, except for the additional risk factors set forth below.
Previous wording
The Taco acquisition will involve the integration of Taco’s operations with our existing operations, and there are uncertainties inherent in such an integration. We will be required to devote significant management attention and resources to integrating Taco’s operations. Delays or unexpected difficulties in the integration process could adversely affect our business, financial results and financial condition. Even if we are able to integrate Taco’s operations successfully, this integration may not result in the realization of the full benefits of revenue synergies, cost savings and operational efficiencies that we expect or the achievement of these benefits within a reasonable period of time or at all.
Current wording
The Taco acquisition will involve the integration of Taco’s operations with our existing operations, and there are uncertainties inherent in such an integration. We will be required to devote significant management attention and resources to integrating Taco’s operations. Delays or unexpected difficulties in the integration process could adversely affect our business, financial results and financial condition. Even if we are able to integrate Taco’s operations successfully, we may not realize the full benefits of revenue synergies, cost savings and operational efficiencies that we expect or the achievement of these benefits within a reasonable period of time or at all.
Previous wording
•the Taco acquisition involves the inherent risk of liabilities, and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation and regulatory matters. In addition, in the course of the due diligence review of Taco, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of Taco, and we may not be indemnified or have insurance for any of these liabilities. Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows following the completion of the Taco acquisition.
Current wording
•the Taco acquisition involves the inherent risk of liabilities, and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation and regulatory matters. In addition, in the course of the due diligence review of Taco, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of Taco, and we may not be indemnified or have insurance for any of these liabilities. Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows.
Previous wording
As of June 30, 2026, we had $1,606.0 million of total debt on a consolidated basis. We expect our indebtedness to increase materially in connection with our acquisition of Taco. We intend to fund the Taco acquisition with new debt, together with cash on hand and/or borrowings under our revolving credit facility, and, if necessary, borrowings under the bridge facility for an aggregate amount of approximately $1.4 billion of new indebtedness in connection with the Taco acquisition. We and our subsidiaries may incur additional indebtedness in the future. Future increases in our level of indebtedness will have several important effects on our future operations, including, without limitation:
Current wording
On October 1, 2026, we borrowed $1.4 billion to finance a portion of the purchase price for the Taco acquisition and pay related fees and expenses. This borrowing is in addition to the $1,484.1 million of total debt on a consolidated basis we had as of September 30, 2026. We and our subsidiaries may incur additional indebtedness in the future. Future increases in our level of indebtedness will have several important effects on our future operations, including, without limitation:
Previous wording
The following table provides information with respect to purchases we made of our ordinary shares during the second quarter of 2026:
Current wording
The following table provides information with respect to purchases we made of our ordinary shares during the third quarter of 2026:
Previous wording
(a)The purchases in this column include 996 shares for the period April 1 - May 2, 3,528 shares for the period May 3 - May 30 and 1,074 shares for the period May 31 - June 30 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.
Current wording
(a)The purchases in this column include 2,331 shares for the period July 1 - August 1, one share for the period August 2 - August 29 and 2,912 shares for the period August 30 - September 30 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.