Pentair (PNR) 10-K risk factor changes: FY2024 vs FY2023

Important factors for our businesses and the businesses of our customers [added: and suppliers] include the overall strength of the global economy and various regional economies and our customers’ confidence in these economies, industrial and governmental capital spending, the strength of residential and commercial real estate markets, residential housing markets, the [added: food service industry, the] commercial business climate, global supply chain stability, [added: possible tariff increases,] unemployment rates, availability of consumer and commercial financing, interest rates, inflation rates, and energy and commodity prices.

For example, current macroeconomic and political [removed: instability caused by global supply chain disruptions,] [added: instability,] inflation and the strengthening of the U.S. dollar have and could continue to adversely impact our results of operations.

In addition, military conflicts, such as those between Russia and Ukraine and [removed: Hamas and Israel,] [added: in the Middle East,] and their impact on [removed: economies] [added: economies,] may adversely impact our results of operations.

We compete against large and well-established national and global companies, regional and local companies, diversified and pure-play companies, and [removed: lower cost] [added: lower-cost] manufacturers.

Some of our competitors attempt to compete based primarily on price, localized [removed: expertise] [added: expertise,] and local relationships, especially with respect to products and applications that do not require a great deal of engineering or technical expertise.

We compete with [removed: thousands of] [added: numerous] smaller regional and local companies that may be positioned to offer products produced at lower cost than ours, or to capitalize on highly localized relationships and knowledge that are difficult for us to replicate.

Also, in several [removed: emerging] markets, potential customers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses.

In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to [removed: regulatory,] climate change and [removed: social][added: sustainability matters as well as regulatory requirements.]

[removed: Unless we successfully penetrate] these markets, our core sales growth will likely be limited or may decline.

Accordingly, our future success depends upon a number of factors, including our ability to transform and adapt our products, services, solutions, organization, workforce and sales strategies to fit localities throughout the [removed: world, particularly in high growth emerging markets;] [added: world;] identify emerging technological and other trends in our target end markets; and develop or acquire competitive technologies, products, services, and solutions and bring them to market quickly and cost-effectively.

We must also monitor [removed: disruptive] [added: emerging] technologies, such as artificial intelligence, and business models, and we may not be able to take advantage of such technologies, [removed: including if we are] [added: which could include] not [added: being] able to attract and retain talent that would enable us to leverage such technologies.

The failure of our products, services or solutions to gain market acceptance due to more attractive offerings by our competitors, the introduction of new competitors to the market with new or innovative product [removed: offerings] [added: offerings,] or the failure to address any of the above factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to identify suitable acquisition candidates, obtain financing or have sufficient cash necessary for [removed: acquisitions] [added: acquisitions,] or successfully complete acquisitions in the future.

During [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we [removed: initiated and continued execution of] [added: executed] certain business [added: restructuring] initiatives aimed at reducing our fixed cost structure and realigning our business.

[removed: During 2021, we also launched] [added: Additionally, in 2024] and [removed: committed resources to a program] [added: 2023, we made progress on our Transformation Program] designed to accelerate growth and drive margin expansion [removed: through transformation of our business model to drive] [added: by driving] operational excellence, [removed: reduce] [added: reducing] complexity and [removed: streamline] [added: streamlining] our processes.

[removed: We] [added: In addition, we] may not be able to achieve accelerated growth and margin expansion or operating efficiencies to reduce costs or realize benefits that we [removed: anticipated] [added: anticipate] in connection with [removed: these] [added: the foregoing] initiatives.

We may experience cost [added: increases] and other inflation.

In [removed: prior] [added: recent] years, we experienced inflationary cost increases of raw materials, such as [removed: metals,] [added: metals and] resins, drives and motors, as well as increases in logistics, [added: transportation,] energy, insurance and labor costs (including wages, pensions and health care [removed: benefits), and due to the current volatile nature of the market, we expect inflationary cost increases to continue in 2024.][added: benefits).]

We [removed: continue to] [added: also] implement operational initiatives to mitigate the impacts of inflation and [removed: continuously] reduce our costs.

However, these actions may not be successful in managing our costs or increasing our [removed: productivity and we anticipate inflation to continue with respect to raw materials as well as labor and logistics.][added: productivity.]

Continued cost [removed: inflation] [added: inflation, new] or [removed: failure of] [added: increased tariffs, or] our [removed: initiatives] [added: failure] to increase prices, generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.

[removed: During 2023, 2022 and 2021,] [added: In recent years,] we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.

These disruptions or our failure to effectively respond to them [removed: have increased and] may [removed: continue to] increase product, logistics or labor costs, limit availability of raw materials or cause delays in delivering our [removed: backlog] [added: backlog,] or may cause an inability to deliver products to our customers or meet customer demand.

While we have elevated our engagement with our suppliers and used secondary suppliers and new methods of procurement where available to mitigate [removed: the] supply chain pressures, supply chain challenges may continue in the future.

In addition, as we execute on our ongoing Transformation Program, we may [removed: experience] [added: incur additional] costs as a result of changing to new [removed: suppliers.][added: suppliers and investing in alternative fixtures and tools.]

Any material interruption in our supply chain, such [removed: as] [added: as:] material interruption of the supply of raw materials and components due to the casualty loss of any of our manufacturing plants; interruptions in service by our third-party logistic service providers or common carriers that ship goods within our distribution channels; unexpected delays in shipping or processing through customs of goods; increased logistics costs, including air freight; lack of availability of marine cargo insurance for shipments in certain geographies due to hostilities; trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions or inspections; or other unexpected or uncontrollable events that cause a material interruption in our supply chain such as [removed: pandemics (including COVID-19);] [added: pandemics,] social or labor [removed: unrest;] [added: unrest,] natural [removed: disasters;] [added: disasters,] or political disputes, international [removed: hostilities] [added: hostilities,] and military [removed: conflicts;] [added: conflicts] could negatively affect our ability to produce or deliver our products and have a negative material impact on our business and our profitability.

Our ability to find qualified suppliers who meet our standards and supply products in a timely and efficient manner may be a challenge, especially with respect to raw materials and components sourced from outside the U.S. and from countries or regions with diminished infrastructure, developing or failing [removed: economies] [added: economies,] or which are experiencing political instability or social unrest.

In addition, our competitors may be less reliant on third-party suppliers than we [removed: are,] [added: are or have suppliers in a region that has a better cost position or an enhanced logistical advantage than we have,] which may give such competitors more control over their supply chain and lead times for manufacturing products.

Sales outside of the U.S. for the year ended December 31, [removed: 2023] [added: 2024] accounted for 31% of our net sales.

- relatively more severe [added: or unpredictable] economic conditions in some international markets than in the U.S.;

- the difficulty of communicating and monitoring evolving [added: regulations,] standards and directives across our [added: sales channels,] product lines, [removed: services,] [added: services] and global facilities;

- the difficulty of ensuring that our products, [removed: services] [added: services, sales channels] and supply chains meet ever-changing regional regulations and requirements;

- the possibility of [added: international hostilities,] military conflicts or terrorist action affecting us, our operations, supply chains, our end-markets or economies generally;

Changes in U.S. or foreign government administrative policy, including [added: the imposition of, or increases in, tariffs and] changes to existing trade agreements, could have a material adverse effect on us.

As a result of changes to U.S. or foreign government administrative policy, there may be changes to existing trade agreements; greater restrictions on free trade generally; [added: imposition of or] significant increases in tariffs on goods including those imported into the U.S., particularly tariffs on products manufactured in Mexico, China, [added: Canada,] or other countries where we purchase, have operations or manufacture or sell products; prohibitions or restrictions on doing business with certain entities, including those with certain relationships with China; and adverse responses by foreign governments to U.S. trade policy, among other possible changes.

[removed: It] [added: The current U.S. administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs, and it] remains unclear what the U.S. administration or foreign governments, including China, will or will not do with respect to tariffs or international trade agreements and policies.

A trade war; other governmental [removed: action] [added: action, including threatened actions and uncertainty,] related to tariffs or international trade agreements; changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently purchase, have operations or manufacture and sell products; and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Furthermore, our business strategy also includes expanding our smart [removed: products and Internet of Things] [added: product] offerings and there are many other companies that hold patents in this space.

[removed: Over the past few years, we] [added: We] have noticed an increasing tendency for participants in our markets, including competitors, to use challenges to intellectual property to compete.

As of December 31, [removed: 2023,] [added: 2024,] our goodwill and intangible assets were [removed: $4,317.0] [added: $4,320.4] million and represented approximately [removed: 66%] [added: 67%] of our total assets.

Unless we successfully penetrate

Our competitors may be more successful in their technology strategy and develop superior products and services with the aid of emerging technologies.

In 2024, we also began using 80/20 guiding principles, which focus on key customers and products through quadrant-based strategies, and we expect this analysis to result in actions to improve operating performance by reducing lower margin sales and removing complexity.

As a result, it is possible our revenues could be reduced by exiting certain customers and products.

The ongoing volatile market for commodities has the potential to continue to drive price increases in our supply chain.

The current U.S. administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs; these actions and any reactionary tariff adjustments by other countries may also contribute to inflationary cost increases.

We anticipate supply chain pressures and inflationary cost increases due to potential tariffs and pressure on global manufacturing to continue into 2025.

Periodically, we use derivative financial instruments to manage or reduce the impact of changes in foreign currency rates.

If we are not successful in monitoring our foreign currency exchange exposures and conducting an effective hedging program, our foreign currency hedging activities may not offset the impact of fluctuations in currency exchange rates on our results of operations and financial position.

Any future negotiations with these groups may result in significant increases in our cost of labor.

As of December 31, 2024, we had $1,663.1 million of total debt outstanding on a consolidated basis.

We operate in many parts of

parties or to which asbestos insulation was applied after installation.

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.

Pillar Two has negatively impacted our effective tax rate in 2024 and is likely to continue to impact our effective tax rate in the future.

taxation in multiple jurisdictions.

In particular, during 2021, we had higher than anticipated demand in our pool business and certain parts of our residential and commercial businesses.

However, such demand in our pool and other residential businesses declined during 2022 and 2023 as we saw inventory correcting within our residential distribution channels and may not be repeated in future periods.

responsibility matters.

relationship with each of these customers important to our business.

expenses and funding requirements.

commitments to extend further credit.

by liability insurance policies from many years ago, not all claims are insured.

Similarly, certain countries have adopted the Kyoto Protocol and, in 2021, the U.S. rejoined the Paris Accord.

ESG initiatives.

Within the United States, many states are considering adopting, or have already adopted privacy regulations, including, for example, the California Consumer Privacy Act.

In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer

In particular, the U.K. has completed passage of legislation to comply with the Pillar Two framework, which became effective at the start of 2024.

We expect Pillar Two to have a negative 1.0% to 1.5% impact to our effective tax rate in 2024.

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 [removed: ESG goals.][added: sustainability goals and targets.]

Pentair plc and its consolidated subsidiaries (“we,” “us,” “our,” “Pentair” or the “Company”) is a pure play water industrial manufacturing company comprised of three [removed: reporting] [added: reportable] segments: [removed: Flow (formerly named the Industrial & Flow Technologies segment),] [added: Flow,] Water Solutions and Pool.

For the year ended December 31, [removed: 2023,] [added: 2024,] the Flow, Water Solutions and Pool [added: reportable] segments represented approximately [removed: 38%, 29%] [added: 37%, 28%] and [removed: 33%] [added: 35%] of total [removed: revenues,] [added: consolidated net sales,] respectively.

The following trends and uncertainties affected our financial performance in [removed: 2023,] [added: 2024,] and are reasonably likely to impact our results in the future:

- [removed: In 2021, we created] [added: We have] a [removed: transformation office and launched and committed resources to the] Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.

During [removed: 2023,] [added: 2024,] we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, strategic sourcing, 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 in [removed: 2024] [added: 2025] and beyond.

- In [removed: 2023,] [added: 2024,] we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

We expect these actions to continue into [removed: 2024] [added: 2025] and to drive margin growth.

[removed: -] The [removed: current] [added: ongoing] volatile market for commodities has the potential to [added: continue to] drive price increases in our supply chain.

[removed: While] [added: As a result,] we have taken pricing [removed: actions] [added: actions, which may continue going forward,] and implemented transformation initiatives that we expect to improve productivity and offset cost [removed: increases, we anticipate supply chain pressures and inflationary cost increases to continue into 2024.][added: increases.]

[removed: *•*The] [added: - The] Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”), for a global 15.0% minimum tax, [removed: are in the process of being] [added: have been] adopted by a number of jurisdictions in which we operate.

[removed: That impact could change in the future as we] [added: We] continue to evaluate the enacted legislative changes and [removed: as] new guidance [added: as it] becomes available.

[removed: *•*We] [added: - We] have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources.

In [removed: 2024,] [added: 2025,] our operating objectives focus on delivering our core and building our future.

- Focusing growth initiatives that accelerate our investments in digital, innovation, technology and [removed: ESG;][added: sustainability;]

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

| *In millions* | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | | [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 4,104.5] [added: 4,082.8] | | $ | [removed: 4,121.8] [added: 4,104.5] | | $ | [removed: 3,764.8] [added: 4,121.8] | | | | | [removed: (0.4)] [added: (0.5)] | | % | [removed: 9.5] [added: (0.4)] | | % |

| Cost of goods sold | | | [removed: 2,585.3] [added: 2,484.0] | | | [removed: 2,757.2] [added: 2,585.3] | | | [removed: 2,445.6] [added: 2,757.2] | | | | | | [removed: (6.2)] [added: (3.9)] | | % | [removed: 12.7] [added: (6.2)] | | % |

| Gross profit | | | [removed: 1,519.2] [added: 1,598.8] | | | [removed: 1,364.6] [added: 1,519.2] | | | [removed: 1,319.2] [added: 1,364.6] | | | | | | [removed: 11.3] [added: 5.2] | | % | [removed: 3.4] [added: 11.3] | | % |

| *% of net sales* | | | [removed: *37.0*] [added: *39.2*] | | *%* | [removed: *33.1*] [added: *37.0*] | | *%* | [removed: *35.0*] [added: *33.1*] | | *%* | | | | [removed: *3.9*] [added: *2.2*] | | *pts* | [removed: *(1.9)*] [added: *3.9*] | | *pts* |

| Selling, general and administrative | | | [removed: 680.2] [added: 701.4] | | | [removed: 677.1] [added: 680.2] | | | [removed: 596.4] [added: 677.1] | | | | | | [removed: 0.5] [added: 3.1] | | % | [removed: 13.5] [added: 0.5] | | % |

| *% of net sales* | | | [removed: *16.6*] [added: *17.2*] | | *%* | [removed: *16.4*] [added: *16.6*] | | *%* | [removed: *15.8*] [added: *16.4*] | | *%* | | | | [removed: *0.2*] [added: *0.6*] | | *pts* | [removed: *0.6*] [added: *0.2*] | | *pts* |

| Research and development | | | [removed: 99.8] [added: 93.6] | | | [removed: 92.2] [added: 99.8] | | | [removed: 85.9] [added: 92.2] | | | | | | [removed: 8.2] [added: (6.2)] | | % | [removed: 7.3] [added: 8.2] | | % |

| *% of net sales* | | | [removed: *2.4*] [added: *2.3*] | | *%* | [removed: *2.2*] [added: *2.4*] | | *%* | [removed: *2.3*] [added: *2.2*] | | *%* | | | | [removed: *0.2*] [added: *(0.1)*] | | *pts* | [removed: *(0.1)*] [added: *0.2*] | | *pts* |

| Operating income | | | [removed: 739.2] [added: 803.8] | | | [removed: 595.3] [added: 739.2] | | | [removed: 636.9] [added: 595.3] | | | | | | [removed: 24.2] [added: 8.7] | | % | [removed: (6.5)] [added: 24.2] | | % |

| *% of net sales* | | | [removed: *18.0*] [added: *19.7*] | | *%* | [removed: *14.4*] [added: *18.0*] | | *%* | [removed: *16.9*] [added: *14.4*] | | *%* | | | | [removed: *3.6*] [added: *1.7*] | | *pts* | [removed: *(2.5)*] [added: *3.6*] | | *pts* |

| Net interest expense | | | [removed: 118.3] [added: 88.6] | | | [removed: 61.8] [added: 118.3] | | | [removed: 12.5] [added: 61.8] | | | | | | [removed: N.M.] [added: (25.1)] | | [added: %] | [removed: N.M.] [added: 91.4] | | [added: %] |

| Other [removed: expense] (income) [added: expense] | | | [removed: 2.0] [added: (3.7)] | | | [removed: (16.9)] [added: 2.0] | | | [removed: (1.0)] [added: (17.1)] | | | | | | N.M. | | | N.M. | | |

| Income from continuing operations before income taxes | | | [removed: 618.9] [added: 718.9] | | | [removed: 550.6] [added: 618.9] | | | [removed: 626.8] [added: 550.6] | | | | | | [removed: 12.4] [added: 16.2] | | % | [removed: (12.2)] [added: 12.4] | | % |

| [removed: (Benefit) provision] [added: Provision (benefit)] for income taxes | | | [removed: (4.0)] [added: 93.3] | | | [removed: 67.4] [added: (4.0)] | | | [removed: 70.8] [added: 67.4] | | | | | | N.M. | | | [removed: (4.8)] [added: N.M.] | | [removed: %] |

| *Effective tax rate* | | | [removed: *(0.6)*] [added: *13.0*] | | *%* | [removed: *12.2*] [added: *(0.6)*] | | *%* | [removed: *11.3*] [added: *12.2*] | | *%* | | | | [removed: *(12.8)*] [added: *13.6*] | | *pts* | [removed: *0.9*] [added: *(12.8)*] | | *pts* |

| | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | | [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | |

| Volume | | | [removed: (11.3)] [added: (2.3)] | | % | [removed: (7.1)] [added: (11.3)] | | % |

| Price | | | [removed: 6.4] [added: 1.9] | | | [removed: 13.3] [added: 6.4] | | |

| Core growth | | | [removed: (4.9)] [added: (0.4)] | | | [removed: 6.2] [added: (4.9)] | | |

| Acquisition/Divestiture | | | [removed: 4.4] [added: (0.1)] | | | [removed: 5.5] [added: 4.4] | | |

| Currency | | | [removed: 0.1] [added: —] | | | [removed: (2.2)] [added: (0.1)] | | |

| Total | | | [removed: (0.4)] [added: (0.5)] | | % | [removed: 9.5] [added: (0.4)] | | % |

On December 2, 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”) for $116.0 million in cash, net of cash acquired and subject to customary adjustments.

The net purchase price is comprised of an upfront cash payment of $108.0 million, subject to customary adjustments, and the estimated fair value at the acquisition date of a contingent earn-out liability based upon the achievement of certain defined operating results in the two years following the acquisition.

G & F Manufacturing manufactures and services pool heat pumps.

- In 2024, we began using 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.

- During 2024, we experienced inflationary cost increases for certain raw materials as well as logistics and transportation costs.

In addition, the current U.S. administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs; these actions and any reactionary tariff adjustments by other countries may also contribute to inflationary cost increases.

We anticipate supply chain pressures and inflationary cost increases due to potential tariffs and pressure on global manufacturing to continue into 2025.

Pillar Two has negatively impacted our effective tax rate in 2024 and is likely to continue to impact our effective tax rate in the future.

- decreased sales volume in our Water Solutions segment compared to the prior year, in addition to a business exit in our residential business in 2024 and the completion of a large project in 2023 within our commercial business that did not recur in 2024; and

- a product line exit in our Pool segment that occurred in 2024.

- increased selling prices across all of our segments to mitigate inflationary cost increases;

- asset impairment charges of $6.3 million in 2024, compared to $0.9 million in 2023.

- a reduction in our legal accrual of $7.5 million in 2024, compared to an increase in our legal accrual of $2.2 million in 2023.

*•*lower variable-rate debt compared to the prior year.

- withholding taxes primarily related to the repatriation of earnings in 2024 which did not occur in 2023; and

- the favorable impact of discrete items that occurred during 2024 primarily related to changes in uncertain tax positions.

| | | | 2024 | | | 2023 | | |

| Volume/Price | | | 2.5 | | pts | 5.6 | | pts |

| | | | 2024 vs 2023 | | | 2023 vs 2022 | | |

- decreased sales volume compared to the prior year, in addition to the completion of a large project in 2023 within our commercial business that did not recur in 2024;

- a business exit in our residential business that occurred in 2024.

| | | | 2024 | | | 2023 | | |

- increased productivity mainly driven by transformation initiatives; and

| | | | | | | | | | | | | | | | | | | | | |

| *In millions* | | | 2024 | | | 2023 | | | 2022 | | | | | | 2024 vs 2023 | | | 2023 vs 2022 | | |

| | | | 2024 vs 2023 | | | 2023 vs 2022 | | |

- a product line exit that occurred in 2024.

| | | | 2024 | | | 2023 | | |

- increased productivity driven by transformation initiatives.

| *In millions* | | | 2024 | | | 2023 | | | $ change | | | % change | | |

| Flow | | | $ | 352.3 | | $ | 390.1 | | $ | (37.8) | | (9.7) | | % |

| Water Solutions | | | 68.9 | | | 108.5 | | | (39.6) | | | (36.5) | | % |

| Pool | | | 190.0 | | | 239.7 | | | (49.7) | | | (20.7) | | % |

| Total | | | $ | 611.2 | | $ | 738.3 | | $ | (127.1) | | (17.2) | | % |

On December 2, 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing for approximately $116.0 million in cash, net of cash acquired, including an upfront cash payment of $108.0 million.

We funded the purchase price for this acquisition with cash on hand.

| *In millions* | | | 2024 | | | 2023 | | | 2022 | | |

In 2024, net cash used for financing activities primarily relates to the repayment of $200.0 million of term loans under the Senior Credit Facility (as defined below), $162.5 million of principal payments on the Term Loan Facility (as defined below), dividend payments of $152.3 million and share repurchases of $150.0 million.

In July 2022, as part of our Water Solutions reporting segment, we acquired the issued and outstanding equity securities of certain subsidiaries of Welbilt, Inc. (“Welbilt”) and certain other assets, rights, and properties, and assumed certain liabilities, comprising Welbilt’s Manitowoc Ice business (“Manitowoc Ice”), for approximately $1.6 billion in cash.

In particular, the U.K. has completed passage of legislation to comply with the Pillar Two framework, which became effective at the start of 2024.

We expect Pillar Two to have a negative 1.0% to 1.5% impact to our effective tax rate in 2024.

| Gain on sale of businesses | | | — | | | (0.2) | | | (1.4) | | | | | | N.M. | | | N.M. | | |

- increased selling prices to mitigate a rise in inflationary costs as well as lower rebates and incentives in our Pool segment;

- increased sales within our Water Solutions segment from the acquisition of Manitowoc Ice, which was completed in the third quarter of 2022;

- increased sales volume in our commercial business within our Water Solutions segment driven by demand and easing of supply chain pressures, which allowed increased productivity and delivery to market; and

*•*increased productivity within our Water Solutions segment as a result of certain transformation and restructuring initiatives;

- inventory impairments and write-offs and certain accruals of $19.6 million, recorded in 2022 as part of exiting businesses in our Water Solutions segment; and

*•*amortization of inventory fair market value step-up of $5.8 million in 2022, as a result of the Manitowoc Ice acquisition.

*This increase was partially offset by:*

- higher employee compensation costs compared to the prior year; and

*•*no deal-related costs and expenses in 2023, compared to $22.2 million in 2022; and

*•*increased variable interest rates in 2023 compared to the prior year; and

- increased debt due to the acquisition of Manitowoc Ice in the third quarter of 2022.

*•*the amortization of debt issuance costs of $9.0 million in 2022 related to financing commitments for a bridge loan facility established in connection with the acquisition of Manitowoc Ice that did not recur in 2023.

- the favorable impact of discrete items primarily related to increases in tax basis in assets located in foreign jurisdictions; and

*The increase was partially offset by:*

*•*decreased sales volume in our residential business in 2023 compared to the prior year.

| Growth/Price/Acquisition | | | 5.6 | | pts | 9.6 | | pts |

- increased sales as a result of the acquisition of Manitowoc Ice, which was completed in the third quarter of 2022;

- higher sales volume in our commercial business driven by higher demand and easing of supply chain pressures, which allowed increased production and delivery to market; and

*This* *increase was partially offset by:*

*•*decreased sales volume in our residential business driven by lower demand in 2023 compared to the prior year and certain business exits announced in the second half of 2022; and

- unfavorable foreign currency effects.

*•*increased sales due to the acquisitions of Manitowoc Ice and Ken’s Beverage, Inc. completed in the third quarter of 2022 and the second quarter of 2021, respectively;

*•*decreased sales volume in our residential business in 2022 compared to the prior year; and

- increased sales as a result of the Manitowoc Ice acquisition;

- increased productivity in the residential business as a result of certain transformation and restructuring initiatives.

- increased sales as a result of the Manitowoc Ice acquisition in the third quarter of 2022; and

- inflationary cost increases due to high demand and limited supply of raw materials such as metals, resins and electronics along with increased logistics and labor costs;

- decreased productivity in our residential business due to decreased sales volume; and

| Currency | | | (0.1) | | | (0.3) | | |

*The 17.7 percent decrease in net sales for Pool in 2023 from 2022 was primarily the result of:*

- sales volume decreases primarily due to higher channel inventory and lower demand compared to the prior year.

*The 3.9 percent increase in net sales for Pool in 2022 from 2021 was primarily the result of:*

*•*decreased sales volume in 2022 compared to the prior year; and

*The 2.7 percentage point increase in segment income for Pool as a percentage of net sales in 2023 from 2022 was primarily the result of:*

- increased selling prices to mitigate impacts of inflation as well as lower rebates and incentives;

- increased productivity associated with benefits realized from our transformation initiatives; and

Our debt portfolio as of December 31, [removed: 2023,] [added: 2024,] was comprised of debt denominated in U.S. dollars.

This debt portfolio is comprised of [removed: 41%] [added: 49%] fixed-rate debt and [removed: 59%] [added: 51%] variable-rate debt.

Based on the fixed-rate debt included in our debt portfolio, as of December 31, [removed: 2023,] [added: 2024,] a 100 basis point increase or decrease in interest rates would result in approximately a [removed: $48] [added: $42] million decrease or a [removed: $52] [added: $45] million increase in fair value of total fixed rate debt outstanding, respectively.

We manage our exposure to certain interest rate risks related to our [removed: variable rate] [added: variable-rate] debt through the use of interest rate swaps and collars.

We enter into these agreements to hedge the variability of interest expense and cash flows attributable to changes in interest rates of our [removed: variable rate] [added: variable-rate] debt.

As of December 31, [removed: 2023,] [added: 2024,] we had an aggregate notional amount of $300.0 million and $200.0 million in interest rate swaps and collars, respectively, that are designated as cash flow hedges.

A 100 basis point fluctuation in interest rates associated with our variable-rate debt as of December 31, [removed: 2023,] [added: 2024,] inclusive of our interest rate swaps and collars, would result in an [removed: increase of] approximately [removed: $7] [added: $5] million [added: increase] or decrease [removed: of approximately $8 million] in interest incurred.

We manage these operating activities at the local level and revenues, costs, assets and liabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign [added: currency] exchange.

At December 31, [removed: 2023,] [added: 2024,] we had outstanding cross currency swap agreements with a combined notional amount of [removed: $940.2] [added: $728.5] million.

A 10% appreciation or a 10% depreciation of the U.S. dollar relative to the Euro would result in a change in accumulated other comprehensive income of approximately [removed: $73] [added: $68] million.

At December 31, 2024, there were no outstanding foreign currency derivative contracts.

At December 31, 2023, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $23.9 million.

From our residential and commercial water solutions to industrial water management and everything in between, Pentair is focused on smart, sustainable water solutions that help [removed: people and the] [added: our] planet [added: and people] thrive.

- Accelerate [removed: digital, innovation, technology and environmental, social] [added: digital innovation] and [removed: governance (“ESG”)] [added: technology as well as sustainability] investments;

Pentair is comprised of three reportable [removed: business] segments: Flow, Water Solutions and Pool.

The Flow segment [removed: (formerly named the Industrial & Flow Technologies segment) delivers] [added: aims to deliver] water where it is needed, when it is needed, more efficiently and [removed: transforms] [added: to transform] waste into value.

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] our residential and irrigation flow businesses, which sell pumps focused on residential and agriculture, comprised approximately [removed: 39%] [added: 37%] of Flow sales.

Another approximately [removed: 27%] [added: 29%] of Flow sales were from the commercial & infrastructure flow businesses, which sell larger pumps focused on fire suppression, [added: water supply,] wastewater and flood control.

The remaining approximately 34% of Flow sales were from the industrial solutions business, comprised of applications focused on industrial process [added: and air] filtration and sustainable gas.

Flow customers include businesses engaged with end users, and wholesale and retail distribution in the residential, [added: agricultural,] commercial, food and beverage, and industrial vertical markets.

We compete by offering a wide variety of innovative and high-quality products, which [added: we believe] are competitively priced.

The Water Solutions segment [removed: provides] [added: aims to provide] great tasting, higher-quality water and ice while helping people use water more productively.

These water treatment products and systems are [removed: used] [added: for use] in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial water management and filtration in foodservice operations.

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] our commercial business, which [added: offers] products [removed: include pressure tanks, control valves, activated carbon products, commercial ice machines,] [added: such as] conventional filtration products, [removed: and] commercial point-of-entry and point-of-use water treatment systems, [added: activated carbon products and commercial ice machines,] comprised approximately [removed: 67%] [added: 66%] of Water Solutions sales.

The other approximately [removed: 33%] [added: 34%] of Water Solutions sales were associated with our residential business, which primarily focuses on products associated with residential point of entry and point of use filtration and softening [removed: systems.][added: systems, pressure tanks and control valves.]

The Pool segment [removed: provides] [added: aims to provide] innovative, energy-efficient pool solutions to help people more sustainably enjoy water.

Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, [removed: service and] [added: service,] construction and aquaculture solutions.

One customer in the Pool business represented approximately 15% [removed: and 20%] of our consolidated net sales in [removed: 2023] [added: both 2024] and [removed: 2022, respectively.][added: 2023.]

We also believe our Win Right values, positive culture and commitment to inclusion and diversity foster innovation and curiosity, which, in turn, [added: can] contribute to us being an industry leader.

[removed: As of December 31, 2023, we had approximately 10,500 employees worldwide, of which approximately 49% are located in] [added: Outside] the U.S. [removed: A small portion of our U.S. employees are unionized, while outside the U.S.,] we have employees in certain countries, [removed: particularly] [added: primarily] in Europe, [removed: that] [added: who] are represented by an employee representative organization, such as a union, works council or employee association.

[removed: Engaging] [added: We believe engaging] our employees and developing their careers is important to our long-term success and ties directly to our Win Right culture and values.

We support our Win Right culture by providing dedicated culture training to [removed: all] our employees globally.

We engage with our employees and gather feedback about our employee programs, practices and policies through various approaches that include town hall meetings where Pentair leaders share strategies and [removed: perspectives;] [added: perspectives and answer questions;] quarterly leadership meetings to [removed: help ensure] [added: communicate] our results and [removed: expectations are clearly communicated;] [added: expectations;] and an annual senior leadership meeting to [removed: help] drive growth and productivity initiatives, share best practices, and invest in our leaders.

In addition, we conduct employee engagement and pulse surveys [removed: multiple times a] [added: during the] year to gauge the level of engagement and [added: potential] actions needed on culture, the business, employee experience and retention.

To support employees in their career journey, we have developed and [removed: shared,] [added: shared] through our dedicated development site, a number of tools and resources.

We [removed: recently rolled out] [added: offer] career pathing and development resources for all functions throughout Pentair.

We support development annually with a dedicated career week, individual development planning and targeted development experiences supported through live training sessions; on-demand [removed: eLearning and] [added: eLearning,] virtual [removed: classrooms;] [added: classrooms] and downloadable materials.

Our talent development efforts span across [removed: all] [added: various] levels of our organization, including our early career Leadership Development Program, a 36-month program in which [added: potential] future leaders participate in rotations intended to develop their capabilities through organization-wide exposure, and our Growth Manager development programs that prepare our new and experienced managers to be more effective and inclusive leaders at Pentair.

Our commitment to inclusion [removed: and diversity] is part of living our Win Right values.

Our success also depends on our ability to attract, [removed: engage] [added: engage, develop] and retain [removed: a] [added: our employees, which includes] diverse [removed: group] [added: employees from an array] of [removed: employees.][added: backgrounds.]

We believe an inclusive and diverse workforce contributes different perspectives and innovative ideas that enable us to [removed: improve every day.][added: improve.]

Our Business Resource [removed: Groups] [added: Groups, which are open to everyone,] have been [removed: put into place] [added: established] to help promote a culture of inclusion [removed: through employees] [added: by] providing [removed: feedback] [added: an additional forum for employee feedback, such as sharing insights that could help the business improve,] and sponsoring awareness, education and engagement.

We take an integrated approach to supporting and promoting workplace inclusion [removed: and diversity including: ensuring leadership involvement and ownership; attracting and retaining diverse talent at all levels;] [added: by] fostering a globally aware, inclusive culture; and [removed: ensuring] [added: reinforcing] our practices [removed: are] [added: to be] fair and nondiscriminatory.

[removed: In addition, we promote an inclusive] [added: We have various training] and [removed: diverse workplace through:] [added: organizational approaches dedicated to fostering inclusion, including] a training called the “The Power of [removed: Inclusion”;] [added: Inclusion;”] Business Resource Groups led by employees; Pentair’s Code of Business Conduct and Ethics; and [removed: an Inclusion and Diversity Hub] [added: other resources] on our company’s intranet.

All locations, enterprise wide, [removed: must] [added: are required to] meet [removed: and/or exceed] regulatory agency standards as applicable to each site’s location.

In the U.S., [removed: all] non-union full-time employees are eligible to receive the following benefits: short-term and long-term disability insurance; flexible and health savings accounts and wellness programs; health insurance (medical, pharmacy, dental); eight weeks paid parental leave for birth, adoptive and foster parents; two weeks paid caregiver leave; legal services; retirement benefits; [added: employee] stock [removed: ownership;] [added: purchase plan;] tuition reimbursement; holidays; vacation and sick time.

We are also focused on further integrating our sustainability goals throughout our business by creating accountability for our [removed: social responsibility] [added: sustainability] strategy and shared [removed: commitments and targets.][added: commitments.]

We have established [removed: a] formal [removed: social responsibility program] [added: sustainability programs] to further advance our [removed: social responsibility] [added: sustainability] goals.

In 2023, Pentair completed [removed: a refreshed ESG] [added: an Environmental, Social and Governance (“ESG”)] assessment in alignment with the European Union’s Corporate Sustainability Reporting Directive (“CSRD”).

This assessment supported the topics focused on [removed: for] [added: in] our [removed: Strategic Targets and they remain] [added: first set of social responsibility strategic targets, which we announced] in [removed: effect.][added: 2021.]

[removed: We] [added: Also in alignment with the CSRD, in 2025 we are conducting an updated sustainability assessment, and] expect to use the results of [removed: our] [added: this] updated [removed: ESG] assessment for continued sustainability strategic planning and risk management, as well as to determine future [added: focus areas, targets, goals and] disclosure requirements under [added: the] CSRD.

Annually, we publish a corporate [removed: responsibility] [added: responsibility/sustainability] report on our [removed: ESG and social responsibility] [added: sustainability] activities and accomplishments, which can be found on our corporate website, and which is not incorporated by reference into this Annual Report on Form 10-K.

On December 2, 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”) for $116.0 million in cash, net of cash acquired and subject to customary adjustments.

The net purchase price is comprised of an upfront cash payment of $108.0 million, subject to customary adjustments, and the estimated fair value at the acquisition date of a contingent earn-out liability based upon the achievement of certain defined operating results in the two years following the acquisition.

G & F Manufacturing manufactures and services pool heat pumps.

We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced.

We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced.

As of December 31, 2024, we had approximately 9,750 employees worldwide, of which approximately 50% are located in the U.S. A small portion of our U.S. employees are unionized.

We believe in transparency with our employees and provide the results of those surveys to the manager level and above which drive the development of action plans.

*Inclusion*

Benefits for union employees and employees of G & F Manufacturing, which was acquired on December 2, 2024, may vary.

Sustainability Activities

These strategic targets remained in effect through 2024 and reflected the Company’s social responsibility focus areas.

In July 2022, as part of our Water Solutions reporting segment, we acquired the issued and outstanding equity securities of certain subsidiaries of Welbilt, Inc. (“Welbilt”) and certain other assets, rights, and properties, and assumed certain liabilities, comprising Welbilt’s Manitowoc Ice business (“Manitowoc Ice”), for approximately $1.6 billion in cash.

Global container transportation delays may also affect raw material availability and lead times.

We provide those insights transparently down to the manager level to drive quick insights, development and action planning to drive change.

*Inclusion and diversity*

Race, gender, ethnicity, country of origin, age, personal style, sexual orientation, physical ability, religion, life experiences and many more factors contribute to this diversity.

Our statistics are a measure of our performance, and we are committed to advancing a diverse workplace.

The following sets forth information regarding the diversity of our workforce as of December 31, 2023:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Percent of workforce | | | Percent of leadership roles (3) | | |

| Minorities (1) | | | 38% | | | 24% | | |

| Women (2) | | | 31% | | | 31% | | |

| (1) Inclusive of the following racial minority groups: Black/African American, Hispanic/Latino, American Indian/Alaskan Native, Asian, Native Hawaiian/Other Pacific Islander. Data for U.S. employee population only. | | | | | | | | |

| (2) Global data. | | | | | | | | |

| (3) Leadership roles are those of employees who are director level and above. | | | | | | | | |

Union employee benefits vary by contract.

ESG (Environmental, Social and Governance) Activities

Pentair strives to be a positive influence on the social and environmental issues of today.

In 2020, Pentair completed a formal ESG assessment to identify ESG topics of importance to our shareholders, customers, suppliers, employees and communities.

Through engagement with these stakeholders, internal business leaders and subject matter experts, we identified key ESG topic areas, which ultimately culminated in Pentair’s Social Responsibility Strategic Targets (“Strategic Targets”), which we announced in 2021.

We have been, and in the future may be, made parties to a number of actions [removed: filed] [added: filed,] or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those relating to commercial, regulatory or contractual disputes with suppliers, customers, authorities or parties to acquisitions and divestitures; intellectual property matters; environmental, asbestos, safety and health matters; product liability; the use or installation of our products; consumer matters; and employment and labor matters.

Refer to *“Legal proceedings”* and *“Environmental matters”* within [Note [removed: 15 “Commitments] [added: 15](#i793d03498b5b4d9591bde70d049ffb75_157) [“Commitments] and [removed: Contingencies”](#idfb922b5c44e4373bae8123a2b3eac7b_154),] [added: Contingencies](#i793d03498b5b4d9591bde70d049ffb75_157)[,](#i793d03498b5b4d9591bde70d049ffb75_157)[”](#i793d03498b5b4d9591bde70d049ffb75_157)] of the consolidated financial statements included in ITEM 8 of Part II of this Form 10-K for information regarding legal and regulatory proceedings we are involved in.

In addition, see [Item 1A “Risk Factors - Our subsidiaries are party to [removed: asbestos-related product litigation] [added: asbestos-related](#i793d03498b5b4d9591bde70d049ffb75_16) [litigation] that could adversely affect our financial condition, results of operations and cash [removed: flows”](#idfb922b5c44e4373bae8123a2b3eac7b_16)] [added: flows”](#i793d03498b5b4d9591bde70d049ffb75_16)] related to asbestos matters.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| [removed: (State] [added: *(State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)*] | | | | | | [removed: (I.R.S.] [added: *(I.R.S.] Employer Identification [removed: number)] [added: number)*] | | |

| [removed: (Address] [added: *(Address] of principal executive [removed: offices)] [added: offices)*] | | | | | | | | | | | | | | | | | | | | | | | |

Aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of [removed: $64.60] [added: $76.67] per share as reported on the New York Stock Exchange on June 30, [removed: 2023] [added: 2024] (the last business day of Registrant’s most recently completed second quarter): [removed: $10,553,275,633.][added: $12,544,144,875.]

The number of shares outstanding of Registrant’s only class of common stock on December 31, [removed: 2023] [added: 2024] was [removed: 165,334,513.][added: 164,817,183.]

Parts of the Registrant’s definitive proxy statement for its annual general meeting to be held on May [removed: 7, 2024,] [added: 6, 2025,] are incorporated by reference in this Form 10-K in response to Part III, ITEM 10, 11, 12, 13 and 14.

For the Year Ended December 31, [removed: 2023][added: 2024]

| ITEM 1. | | | | | | [removed: [Business](#idfb922b5c44e4373bae8123a2b3eac7b_13)] [added: [Business](#i793d03498b5b4d9591bde70d049ffb75_13)] | | | | | | [removed: [1](#idfb922b5c44e4373bae8123a2b3eac7b_13)] [added: [1](#i793d03498b5b4d9591bde70d049ffb75_13)] | | |

| ITEM 1A. | | | | | | [Risk [removed: Factors](#idfb922b5c44e4373bae8123a2b3eac7b_16)] [added: Factors](#i793d03498b5b4d9591bde70d049ffb75_16)] | | | | | | [removed: [6](#idfb922b5c44e4373bae8123a2b3eac7b_16)] [added: [6](#i793d03498b5b4d9591bde70d049ffb75_16)] | | |

| ITEM 1B. | | | | | | [Unresolved Staff [removed: Comments](#idfb922b5c44e4373bae8123a2b3eac7b_19)] [added: Comments](#i793d03498b5b4d9591bde70d049ffb75_19)] | | | | | | [removed: [18](#idfb922b5c44e4373bae8123a2b3eac7b_19)] [added: [18](#i793d03498b5b4d9591bde70d049ffb75_19)] | | |

| ITEM 1C. | | | | | | [removed: [Cybersecurity](#idfb922b5c44e4373bae8123a2b3eac7b_1623)] [added: [Cybersecurity](#i793d03498b5b4d9591bde70d049ffb75_22)] | | | | | | [removed: [18](#idfb922b5c44e4373bae8123a2b3eac7b_1623)] [added: [18](#i793d03498b5b4d9591bde70d049ffb75_22)] | | |

| ITEM 2. | | | | | | [removed: [Properties](#idfb922b5c44e4373bae8123a2b3eac7b_22)] [added: [Properties](#i793d03498b5b4d9591bde70d049ffb75_25)] | | | | | | [removed: [20](#idfb922b5c44e4373bae8123a2b3eac7b_22)] [added: [20](#i793d03498b5b4d9591bde70d049ffb75_25)] | | |

| ITEM 3. | | | | | | [Legal [removed: Proceedings](#idfb922b5c44e4373bae8123a2b3eac7b_25)] [added: Proceedings](#i793d03498b5b4d9591bde70d049ffb75_28)] | | | | | | [removed: [20](#idfb922b5c44e4373bae8123a2b3eac7b_25)] [added: [20](#i793d03498b5b4d9591bde70d049ffb75_28)] | | |

| ITEM 4. | | | | | | [Mine Safety [removed: Disclosures](#idfb922b5c44e4373bae8123a2b3eac7b_31)] [added: Disclosures](#i793d03498b5b4d9591bde70d049ffb75_34)] | | | | | | [removed: [20](#idfb922b5c44e4373bae8123a2b3eac7b_28)] [added: [20](#i793d03498b5b4d9591bde70d049ffb75_31)] | | |

| ITEM 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idfb922b5c44e4373bae8123a2b3eac7b_37)] [added: Securities](#i793d03498b5b4d9591bde70d049ffb75_40)] | | | | | | [removed: [22](#idfb922b5c44e4373bae8123a2b3eac7b_37)] [added: [22](#i793d03498b5b4d9591bde70d049ffb75_40)] | | |

| ITEM 6. | | | | | | [removed: [\[Reserved\]](#idfb922b5c44e4373bae8123a2b3eac7b_40)] [added: [\[Reserved\]](#i793d03498b5b4d9591bde70d049ffb75_43)] | | | | | | [removed: [23](#idfb922b5c44e4373bae8123a2b3eac7b_40)] [added: [23](#i793d03498b5b4d9591bde70d049ffb75_43)] | | |

| ITEM 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idfb922b5c44e4373bae8123a2b3eac7b_46)] [added: Operations](#i793d03498b5b4d9591bde70d049ffb75_49)] | | | | | | [removed: [24](#idfb922b5c44e4373bae8123a2b3eac7b_46)] [added: [24](#i793d03498b5b4d9591bde70d049ffb75_49)] | | |

| ITEM 7A. | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#idfb922b5c44e4373bae8123a2b3eac7b_64)] [added: Risk](#i793d03498b5b4d9591bde70d049ffb75_67)] | | | | | | [removed: [40](#idfb922b5c44e4373bae8123a2b3eac7b_64)] [added: [39](#i793d03498b5b4d9591bde70d049ffb75_67)] | | |

| ITEM 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#idfb922b5c44e4373bae8123a2b3eac7b_67)] [added: Data](#i793d03498b5b4d9591bde70d049ffb75_70)] | | | | | | [removed: [42](#idfb922b5c44e4373bae8123a2b3eac7b_67)] [added: [40](#i793d03498b5b4d9591bde70d049ffb75_70)] | | |

| ITEM 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idfb922b5c44e4373bae8123a2b3eac7b_160)] [added: Disclosure](#i793d03498b5b4d9591bde70d049ffb75_163)] | | | | | | [removed: [79](#idfb922b5c44e4373bae8123a2b3eac7b_160)] [added: [80](#i793d03498b5b4d9591bde70d049ffb75_163)] | | |

| ITEM 9A. | | | | | | [Controls and [removed: Procedures](#idfb922b5c44e4373bae8123a2b3eac7b_163)] [added: Procedures](#i793d03498b5b4d9591bde70d049ffb75_166)] | | | | | | [removed: [79](#idfb922b5c44e4373bae8123a2b3eac7b_163)] [added: [80](#i793d03498b5b4d9591bde70d049ffb75_166)] | | |

| ITEM 9B. | | | | | | [Other [removed: Information](#idfb922b5c44e4373bae8123a2b3eac7b_166)] [added: Information](#i793d03498b5b4d9591bde70d049ffb75_169)] | | | | | | [removed: [79](#idfb922b5c44e4373bae8123a2b3eac7b_166)] [added: [80](#i793d03498b5b4d9591bde70d049ffb75_169)] | | |

| ITEM 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idfb922b5c44e4373bae8123a2b3eac7b_169)] [added: Inspections](#i793d03498b5b4d9591bde70d049ffb75_172)] | | | | | | [removed: [79](#idfb922b5c44e4373bae8123a2b3eac7b_169)] [added: [80](#i793d03498b5b4d9591bde70d049ffb75_172)] | | |

| ITEM 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#idfb922b5c44e4373bae8123a2b3eac7b_175)] [added: Governance](#i793d03498b5b4d9591bde70d049ffb75_178)] | | | | | | [removed: [80](#idfb922b5c44e4373bae8123a2b3eac7b_175)] [added: [81](#i793d03498b5b4d9591bde70d049ffb75_178)] | | |

| ITEM 11. | | | | | | [Executive [removed: Compensation](#idfb922b5c44e4373bae8123a2b3eac7b_178)] [added: Compensation](#i793d03498b5b4d9591bde70d049ffb75_181)] | | | | | | [removed: [80](#idfb922b5c44e4373bae8123a2b3eac7b_178)] [added: [81](#i793d03498b5b4d9591bde70d049ffb75_181)] | | |

| ITEM 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idfb922b5c44e4373bae8123a2b3eac7b_181)] [added: Matters](#i793d03498b5b4d9591bde70d049ffb75_184)] | | | | | | [removed: [81](#idfb922b5c44e4373bae8123a2b3eac7b_181)] [added: [82](#i793d03498b5b4d9591bde70d049ffb75_184)] | | |

| ITEM 13. | | | | | | [Certain Relationships and Related [removed: Transactions and] [added: Transactions](#i793d03498b5b4d9591bde70d049ffb75_187)[,](#i793d03498b5b4d9591bde70d049ffb75_187) [and] Director [removed: Independence](#idfb922b5c44e4373bae8123a2b3eac7b_184)] [added: Independence](#i793d03498b5b4d9591bde70d049ffb75_187)] | | | | | | [removed: [81](#idfb922b5c44e4373bae8123a2b3eac7b_184)] [added: [82](#i793d03498b5b4d9591bde70d049ffb75_187)] | | |

| ITEM 14. | | | | | | [Principal Accounting Fees and [removed: Services](#idfb922b5c44e4373bae8123a2b3eac7b_187)] [added: Services](#i793d03498b5b4d9591bde70d049ffb75_190)] | | | | | | [removed: [81](#idfb922b5c44e4373bae8123a2b3eac7b_187)] [added: [82](#i793d03498b5b4d9591bde70d049ffb75_190)] | | |

| ITEM 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#idfb922b5c44e4373bae8123a2b3eac7b_190)] [added: Schedules](#i793d03498b5b4d9591bde70d049ffb75_193)] | | | | | | [removed: [82](#idfb922b5c44e4373bae8123a2b3eac7b_190)] [added: [83](#i793d03498b5b4d9591bde70d049ffb75_193)] | | |

| ITEM 16. | | | | | | [Form 10-K [removed: Summary](#idfb922b5c44e4373bae8123a2b3eac7b_190)] [added: Summary](#i793d03498b5b4d9591bde70d049ffb75_193)] | | | | | | [removed: [85](#idfb922b5c44e4373bae8123a2b3eac7b_193)] [added: [86](#i793d03498b5b4d9591bde70d049ffb75_196)] | | |

| | | | | | | [Signatures](#i793d03498b5b4d9591bde70d049ffb75_199) | | | | | | [87](#i793d03498b5b4d9591bde70d049ffb75_199) | | |

| | | | | | | [Signatures](#idfb922b5c44e4373bae8123a2b3eac7b_196) | | | | | | [86](#idfb922b5c44e4373bae8123a2b3eac7b_196) | | |

The Board [removed: is actively involved in] [added: oversees] our risk management practices, including [removed: oversight of] our overall enterprise risk management (“ERM”) program, in which cybersecurity risk is included.

Our cybersecurity program is aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and leverages [added: the] International Organization for Standardization and other applicable industry standards.

We have established processes [added: aimed] to assess, identify and manage material risks from cybersecurity threats.

[removed: Strategic and operational cybersecurity risks are assessed, identified and managed by our] [added: Our] cybersecurity team, which is led by our Chief Information [added: Officer and Chief Information] Security Officer (the [removed: “CISO”).][added: “CIO/CISO”), is responsible for identifying, assessing and managing strategic and operational cybersecurity risks.]

Our cybersecurity team shares information regarding such risks with our Security Steering Committee, which consists of our [removed: Chief Financial Officer,] General Counsel, Chief [removed: Human Resources Officer, Chief Technology Officer and Chief Supply Chain] [added: Financial] Officer, [added: CIO/CISO,] and [added: members of] our [added: IT, Legal and] ERM [removed: function, both of which support the Board’s oversight of cybersecurity risk.][added: functions.]

We deploy technical safeguards [removed: that are] designed to protect our systems from cybersecurity threats, including firewalls, anti-malware software, and authentication and authorization controls.

We [removed: have in place] [added: maintain] an incident response plan to identify, protect, detect, respond to and recover from cybersecurity threats and incidents.

The [removed: CISO,] [added: CIO/CISO,] the Security Steering Committee, our Chief Executive Officer and the Board are notified of any material cybersecurity incidents through an established escalation process.

We maintain a risk-based third-party risk management process [added: designed] to identify, assess and manage risks presented by service providers, vendors and other third parties that access our systems or that process or store our data.

We [removed: believe] [added: look to enhance] our cybersecurity program [removed: is enhanced] with the results of the audits, assessments and reviews [removed: performed.][added: we perform.]

Our cybersecurity team, which [removed: assesses] [added: is responsible for assessing] and [removed: manages] [added: managing] our risks from cybersecurity threats, is led by the [removed: CISO,] [added: CIO/CISO,] who reports to our Chief Financial Officer.

[removed: Additional] [added: The Security Steering Committee provides additional] oversight for assessing and managing cybersecurity [removed: risk include the Security Steering Committee and as part of our ERM program.][added: risk.]

The [removed: CISO] [added: CIO/CISO] has over 20 years of cybersecurity and technology experience and has previously held Chief Information Security Officer positions at a large public retail company, as well as at a public technology company and services organization.

The [removed: CISO] [added: CIO/CISO] has an undergraduate degree in Management Information Systems.

Our ERM organizational process includes annual risk assessments.

Both our Security Steering Committee and our ERM function support the Board’s oversight of cybersecurity risk.

We conduct cybersecurity audits and assessments on a regular basis and either our CIO/CISO or Chief Financial Officer report to the Audit and Finance Committee on a quarterly basis.

Members of our cybersecurity team have broad experience in security functions in various industries.

Annual risk assessments are performed and incorporated as part of our ERM organizational process.

Our incident response team maintains a standard playbook to respond to any potential cybersecurity incidents.

Cybersecurity reviews are conducted at least quarterly and reported to the Board or the Audit and Finance Committee by the CISO and/or Chief Financial Officer at least quarterly.

Members of our cybersecurity team have, combined, over 100 years of cybersecurity experience, have degrees including Bachelors in Information Systems, Management Information Systems and/or Masters in Security Technologies, and hold professional certifications including Certified Information Systems Security Professional, Global Information Assurance Certification Security Essentials, Certified Cloud Security Professional, Certified Information Systems Auditor, Microsoft Cybersecurity Architect Expert and/or Certified Digital Forensics Examiner.

The following is a summary of our principal properties as of December 31, [removed: 2023,] [added: 2024,] including manufacturing, distribution, sales offices and service centers:

| Flow | | | U.S. and 15 foreign countries | | | 21 | | | 10 | | | [removed: 5] [added: 4] | | | [removed: 9] [added: 8] | | |

| Water Solutions | | | U.S. and [removed: 6] [added: 5] foreign countries | | | [removed: 13] [added: 14] | | | [removed: 6] [added: 5] | | | [removed: 7] [added: 4] | | | 30 | | |

| Pool | | | U.S. and 2 foreign countries | | | [removed: 7] [added: 6] | | | [removed: 11] [added: 15] | | | [removed: 2] [added: 4] | | | [removed: 1] [added: 2] | | |

| Total | | | | | | 41 | | | [removed: 27] [added: 30] | | | [removed: 20] [added: 18] | | | 40 | | |

| John L. Stauch | | | [removed: 59] [added: 60] | | | | | | President and Chief Executive Officer since 2018; Executive Vice President and Chief Financial Officer 2007 – 2018; Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. 2005 – 2007; Vice President, Finance and Chief Financial Officer of the Sensing and Controls unit of Honeywell International Inc. 2004 – 2005; Vice President, Finance and Chief Financial Officer of the Automation & Control Products unit of Honeywell International Inc. 2002 – 2004; Chief Financial Officer and IT Director of PerkinElmer Optoelectronics, a unit of PerkinElmer, Inc., 2000 – 2002. | | |

| Adrian C. Chiu | | | [removed: 45] [added: 46] | | | | | | Executive Vice President and President of the Water Solutions [removed: reporting] [added: reportable] segment since [removed: January 1,] 2023; Executive Vice President, Chief Human Resources Officer and Chief Transformation Officer 2021 – 2022; Vice President of Total Rewards and Human Resources Information Systems 2018 – 2021; Vice President and Project Management Office Leader for the separation of nVent plc (Pentair’s former electrical business) 2017 – 2018; Vice President of Human Resources Technology, Operations, and Equity Compensation 2016 – 2018; Senior Director of Human Resources Technology and Services 2011 – 2016; Various consulting positions of increasing responsibility at IBM Global Business Services 2000 – 2011. | | |

| Robert P. Fishman | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer since 2020; Executive Vice President and Chief Financial Officer of NCR Corporation (a global provider of omni-channel technology solutions) 2016 – 2018; Senior Vice President and Chief Financial Officer of NCR Corporation 2010 – 2016; Vice President and Corporate Controller of NCR Corporation 2007 – 2009. | | |

| Tanya L. Hooper | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief Human Resources Officer since [removed: January 1,] 2023; Vice President of Global Talent and Corporate Human Resources of Honeywell International Inc. 2021 – 2022; Vice President and Chief Human Resources Officer of Collins Aerospace 2019 – 2021; Vice President of Talent of Collins Aerospace 2018 – 2019; Vice President of Human Resources of Collins Aerospace 2016 – 2018; Various positions of increasing responsibility at Shell 2000 – 2016. | | |

| Jerome O. Pedretti | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and Chief Executive Officer of the Pool [removed: reporting] [added: reportable] segment since [removed: January 1,] 2023; Executive Vice President and President of the Flow [removed: reporting] [added: reportable] segment 2020 – 2022; Senior Vice President of Pentair’s former Aquatic Systems [removed: reporting] [added: reportable] segment 2016 – 2019; Vice President of Pentair’s former Valves & Controls business 2014 – 2016; Vice President Growth Strategy 2010 – 2014; Various business leadership positions of Pentair 2005 – 2014; Consultant at Bain & Co 2002 – 2005. | | |

| Stephen J. Pilla | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer since [removed: January 1,] 2023; Executive Vice President and Chief Supply Chain Officer 2020 – 2022; Vice President and Chief Supply Chain Officer of Red Wing Shoe Co. (a manufacturer of personal protection equipment and footwear) 2017 – 2020; Vice President and General Manager of Pentair’s former Enclosure Division 2015 – 2017; Vice President of Pentair’s Global Operations and Supply Chain 2014 – 2016; Vice President, Global Supply of Pentair 2009 – 2012; Various other business leadership positions of Pentair 2002 – 2009. | | |

| Karla C. Robertson | | | [removed: 53] [added: 54] | | | | | | Executive Vice President, [added: Chief Sustainability Officer,] General [removed: Counsel, Secretary] [added: Counsel] and [removed: Chief Social Responsibility Officer] [added: Secretary] since 2020; Executive Vice President, General Counsel and Secretary 2018 – 2020; General Counsel, Water segment 2017 – 2018; Executive Vice President, General Counsel and Corporate Secretary of SUPERVALU Inc. (a wholesaler and retailer of grocery products) 2013 – 2017; Vice President, Employment, Compensation and Benefits Law of SUPERVALU Inc. 2012 – 2013; Director, Employment Law of SUPERVALU Inc. 2011 – 2012; Senior Counsel, Employment Law of SUPERVALU Inc. 2009 – 2011; Senior Employee Relations Counsel of Target Corporation 2006 – 2008; Associate, Faegre & Benson LLP 2000 – 2005; Judicial Clerk, United States District Court for the Southern District of Iowa 1998 – 2000. | | |

| Philip M. Rolchigo | | | [removed: 62] [added: 63] | | | | | | Executive Vice President and Chief Technology Officer since 2018; Chief Technology Officer 2017 – 2018; Vice President of Technology 2015 – 2017; Vice President of Engineering 2007 – 2015; Business Development Director of Water Technologies business of GE Global Research Center 2006 – 2007; Director of Technology of GE Water & Process Technologies 2003 – 2006; Chief Technology Officer of Osmonics 2000 – 2003; Vice President of Research & Development of Osmonics 1998 – 2000. | | |

| De’Mon L. Wiggins | | | [removed: 49] [added: 50] | | | | | | Executive Vice President and President of the Flow [removed: reporting] [added: reportable] segment since [removed: January 1,] 2023; Group President of Pentair’s Pool business 2021 – 2022; Vice President of Pentair’s Pool business 2017 – 2021; Vice President and Strategic Business Unit leader for Pentair’s Fluid Motion platform 2016 – 2017; Various other business leadership positions of Pentair 2010 – 2016. | | |

Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PNR.” As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 12,363] [added: 11,731] shareholders of record.

Pentair has paid [removed: 192] [added: 196] consecutive quarterly cash dividends, including most recently a dividend of [removed: $0.22] [added: $0.23] per share in the fourth quarter of [removed: 2023.][added: 2024.]

On December [removed: 11, 2023,] [added: 16, 2024,] Pentair’s Board of Directors approved a regular quarterly cash dividend of [removed: $0.23] [added: $0.25] per share that was paid on February [removed: 2, 2024] [added: 7, 2025] to shareholders of record at the close of business on January [removed: 19, 2024.][added: 24, 2025.]

This dividend reflects a [removed: 5] [added: 9] percent increase in the Company’s regular cash dividend rate and marks the [removed: 48th] [added: 49th] consecutive year that Pentair has increased its dividend.

The following graph sets forth the cumulative total shareholder return on our ordinary shares for the last five years, assuming the investment of $100 on December 31, [removed: 2018] [added: 2019] and the reinvestment of all dividends since that date to December 31, [removed: 2023.][added: 2024.]

The graph also contains for comparison purposes the S&P 500 [removed: Index, the S&P 500 Industrials] Index and the S&P [removed: Mid Cap 400 Index] [added: 500 Industrials Index,] assuming the same investment level and reinvestment of dividends.

On the basis of our size and diversity of businesses, we believe the S&P 500 Industrials Index [removed: and the S&P Mid Cap 400 Index are] [added: is an] appropriate published industry [removed: indexes] [added: index] for comparison purposes.

][added: Graph Updated.jpg](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/pnr-20241231_g2.jpg)]

| Company / Index | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024] | | | [added: | | |]

The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of [removed: 2023:][added: 2024:]

(a)The purchases in this column include [removed: 4,679] [added: 229] shares for the period October 1 – October [removed: 28, 594] [added: 26, 1,086] shares for the period October [removed: 29] [added: 27] – November [removed: 25,] [added: 23,] and [removed: 1,283] [added: 1,964] shares for the period November [removed: 26] [added: 24] – December 31 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.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $600.0] [added: $450.0] million remaining availability for repurchases under this authorization.

| Pentair plc | | | $ | 100 | | | | | $ | 117.89 | | $ | 164.15 | | $ | 102.80 | | $ | 168.75 | | $ | 236.25 | |

| S&P 500 Index | | | 100 | | | | | | 118.40 | | | 152.39 | | | 124.79 | | | 157.59 | | | 197.02 | | |

| S&P 500 Industrials Index | | | 100 | | | | | | 123.17 | | | 157.53 | | | 126.96 | | | 165.61 | | | 207.55 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| October 1 – October 26 | | | 229 | | | $ | 95.00 | | — | | | $ | 500,002,264 | |

| October 27 – November 23 | | | 1,086 | | | 99.06 | | | — | | | 500,002,264 | | |

| November 24 – December 31 | | | 473,457 | | | 106.05 | | | 471,493 | | | 450,002,346 | | |

| Total | | | 474,772 | | | | | | 471,493 | | | | | |

| Pentair plc | | | $ | 100 | | | | | $ | 123.68 | | $ | 145.80 | | $ | 203.02 | | $ | 127.14 | | $ | 208.71 | |

| S&P 500 Index | | | 100 | | | | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |

| S&P 500 Industrials Index | | | 100 | | | | | | 131.97 | | | 162.55 | | | 207.89 | | | 167.55 | | | 218.55 | | |

| S&P Mid Cap 400 Index | | | 100 | | | | | | 124.05 | | | 138.70 | | | 170.89 | | | 146.14 | | | 167.26 | | |

| October 1 – October 28 | | | 4,679 | | | $ | 63.56 | | — | | | $ | 600,002,203 | |

| October 29 – November 25 | | | 594 | | | 60.99 | | | — | | | 600,002,203 | | |

| November 26 – December 31 | | | 1,283 | | | 65.23 | | | — | | | 600,002,203 | | |

| Total | | | 6,556 | | | | | | — | | | | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management believes that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective based on those criteria.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

We have audited the internal control over financial reporting of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 20, 2024,] [added: 25, 2025,] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated balance sheets of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations and comprehensive income, cash flows and changes in equity, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 20, 2024,] [added: 25, 2025,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

As of December 31, [removed: 2023,] [added: 2024,] the Company’s recorded UTP balance was [removed: $38.6] [added: $6.0] million.

| *In millions, except per-share data* | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 4,104.5] [added: 4,082.8] | | $ | [removed: 4,121.8] [added: 4,104.5] | | $ | [removed: 3,764.8] [added: 4,121.8] | |

| Cost of goods sold | | | [removed: 2,585.3] [added: 2,484.0] | | | [removed: 2,757.2] [added: 2,585.3] | | | [removed: 2,445.6] [added: 2,757.2] | | |

| Gross profit | | | [removed: 1,519.2] [added: 1,598.8] | | | [removed: 1,364.6] [added: 1,519.2] | | | [removed: 1,319.2] [added: 1,364.6] | | |

| Selling, general and administrative | | | [removed: 680.2] [added: 701.4] | | | [removed: 677.1] [added: 680.2] | | | [removed: 596.4] [added: 677.1] | | |

| Research and development | | | [removed: 99.8] [added: 93.6] | | | [removed: 92.2] [added: 99.8] | | | [removed: 85.9] [added: 92.2] | | |

| Operating income | | | [removed: 739.2] [added: 803.8] | | | [removed: 595.3] [added: 739.2] | | | [removed: 636.9] [added: 595.3] | | |

| Net interest expense | | | [removed: 118.3] [added: 88.6] | | | [removed: 61.8] [added: 118.3] | | | [removed: 12.5] [added: 61.8] | | |

| Other [removed: expense] (income) [added: expense] | | | [removed: 2.0] [added: (3.7)] | | | [removed: (16.9)] [added: 2.0] | | | [removed: (1.0)] [added: (17.1)] | | |

| Income from continuing operations before income taxes | | | [removed: 618.9] [added: 718.9] | | | [removed: 550.6] [added: 618.9] | | | [removed: 626.8] [added: 550.6] | | |

| [removed: (Benefit) provision] [added: Provision (benefit)] for income taxes | | | [removed: (4.0)] [added: 93.3] | | | [removed: 67.4] [added: (4.0)] | | | [removed: 70.8] [added: 67.4] | | |

| Net income from continuing operations | | | [removed: 622.9] [added: 625.6] | | | [removed: 483.2] [added: 622.9] | | | [removed: 556.0] [added: 483.2] | | |

| Loss from discontinued operations, net of tax | | | (0.2) | | | [removed: (2.3)] [added: (0.2)] | | | [removed: (3.0)] [added: (2.3)] | | |

| Net income | | | $ | [removed: 622.7] [added: 625.4] | | $ | [removed: 480.9] [added: 622.7] | | $ | [removed: 553.0] [added: 480.9] | |

| Net income | | | $ | [removed: 622.7] [added: 625.4] | | $ | [removed: 480.9] [added: 622.7] | | $ | [removed: 553.0] [added: 480.9] | |

| Changes in cumulative translation adjustment | | | [removed: 24.0] [added: (65.8)] | | | [removed: (56.4)] [added: 24.0] | | | [removed: (47.0)] [added: (56.4)] | | |

| Changes in market value of derivative financial instruments, net of tax | | | [removed: (29.4)] [added: 33.6] | | | [removed: 31.3] [added: (29.4)] | | | [removed: 40.4] [added: 31.3] | | |

| Comprehensive income | | | $ | [removed: 617.3] [added: 593.2] | | $ | [removed: 455.8] [added: 617.3] | | $ | [removed: 546.4] [added: 455.8] | |

| Continuing operations | | | $ | [removed: 3.77] [added: 3.78] | | $ | [removed: 2.93] [added: 3.77] | | $ | [removed: 3.36] [added: 2.93] | |

| Discontinued operations | | | — | | | [removed: (0.01)] [added: —] | | | [removed: (0.02)] [added: (0.01)] | | |

| Basic earnings per ordinary share | | | $ | [removed: 3.77] [added: 3.78] | | $ | [removed: 2.92] [added: 3.77] | | $ | [removed: 3.34] [added: 2.92] | |

| Continuing operations | | | $ | [removed: 3.75] [added: 3.74] | | $ | [removed: 2.92] [added: 3.75] | | $ | [removed: 3.32] [added: 2.92] | |

| Discontinued operations | | | — | | | [removed: (0.02)] [added: —] | | | (0.02) | | |

| Diluted earnings per ordinary share | | | $ | [removed: 3.75] [added: 3.74] | | $ | [removed: 2.90] [added: 3.75] | | $ | [removed: 3.30] [added: 2.90] | |

| Basic | | | [removed: 165.1] [added: 165.6] | | | [removed: 164.8] [added: 165.1] | | | [removed: 165.8] [added: 164.8] | | |

| Diluted | | | [removed: 166.3] [added: 167.1] | | | [removed: 165.6] [added: 166.3] | | | [removed: 167.5] [added: 165.6] | | |

| *In millions, except [removed: per-share] [added: per share] data* | | | [added: 2024 | | |] 2023 | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 170.3] [added: 118.7] | | $ | [removed: 108.9] [added: 170.3] | |

| Accounts receivable, net of allowances of [removed: $11.2] [added: $9.1] and [removed: $10.8,] [added: $11.2,] respectively | | | [removed: 561.7] [added: 565.2] | | | [removed: 531.5] [added: 561.7] | | |

| Inventories | | | [removed: 677.7] [added: 610.9] | | | [removed: 790.0] [added: 677.7] | | |

February 25, 2025

February 25, 2025

| Current maturities of short-term borrowings | | | $ | 9.3 | | $ | — | |

| Net income | | | $ | 625.4 | | $ | 622.7 | | $ | 480.9 | |

| Net receipts of short-term borrowings | | | 9.3 | | | — | | | — | | |

| Balance - December 31, 2024 | | | 164.8 | | | $ | 1.7 | | $ | 1,501.7 | | $ | 2,336.1 | | $ | (276.6) | | $ | 3,562.9 | |

Sales and gross profit are adjusted using the

| Contract assets | | | $ | 46.7 | | $ | 70.8 | | | | | $ | (24.1) | | (34.0) | | % |

| Contract liabilities | | | 38.8 | | | 53.7 | | | | | | (14.9) | | | (27.7) | | % |

| Net contract assets | | | $ | 7.9 | | $ | 17.1 | | | | | $ | (9.2) | | (53.8) | | % |

| *In millions* | | | 2024 | | | 2023 | | | | | |

The requisite service period for options and RSUs and the performance period for PSUs may be shorter than the vesting period if the employee becomes retirement eligible before the end of the vesting period.

We adopted the standard retrospectively beginning with our annual reporting for the year ended December 31, 2024.

Refer to Note 14 for further information on our segment reporting.

In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation - Income Statement Expenses,” which requires disclosure of disaggregation of certain relevant expenses within the Consolidated Statements of Operations and Comprehensive Income on an annual and interim basis.

On December 2, 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing, LLC for $116.0 million in cash, net of cash acquired and subject to customary adjustments.

The net purchase price is comprised of an upfront cash payment of $108.0 million, subject to customary adjustments, and the estimated fair value at the acquisition date of contingent earn-out liabilities based upon the achievement of certain defined operating results in the two years following the acquisition.

| Net income | | | $ | 625.4 | | $ | 622.7 | | $ | 480.9 | |

| Basic | | | 165.6 | | | 165.1 | | | 164.8 | | |

| Diluted | | | 167.1 | | | 166.3 | | | 165.6 | | |

| Continuing operations | | | $ | 3.78 | | $ | 3.77 | | $ | 2.93 | |

| Discontinued operations | | | — | | | — | | | (0.01) | | |

| Basic earnings per ordinary share | | | $ | 3.78 | | $ | 3.77 | | $ | 2.92 | |

| Continuing operations | | | $ | 3.74 | | $ | 3.75 | | $ | 2.92 | |

| Discontinued operations | | | — | | | — | | | (0.02) | | |

| Diluted earnings per ordinary share | | | $ | 3.74 | | $ | 3.75 | | $ | 2.90 | |

| Asset impairment and write-offs (1) | | | 7.7 | | | 0.4 | | | — | | |

(1) Consists of inventory and long-lived asset impairments and write-offs associated with restructuring or transformation activities.

An identifiable intangible asset was also impaired in 2022 as a result of certain business exits.

| Total restructuring and transformation costs | | | $ | 103.3 | | $ | 50.7 | | $ | 83.5 | |

| *In millions* | | | 2024 | | | 2023 | | |

| Flow | | | $ | 767.1 | | $ | — | | | | | | | | $ | (36.7) | | $ | 730.4 | |

| Water Solutions | | | 1,400.6 | | | — | | | | | | | | | (7.9) | | | 1,392.7 | | |

| Pool | | | 1,106.9 | | | 56.6 | | | | | | | | | — | | | 1,163.5 | | |

| Total goodwill | | | $ | 3,274.6 | | $ | 56.6 | | | | | | | | $ | (44.6) | | $ | 3,286.6 | |

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Estimated amortization expense | | | $ | 57.1 | | $ | 55.8 | | $ | 54.5 | | $ | 52.1 | | $ | 51.7 | | | | | | | |

| *In millions* | | | 2024 | | | 2023 | | |

| *In millions* | | | 2024 | | | 2023 | | |

| Other | | | 5.533% | | | 2025 | | | 9.3 | | | — | | |

| | | | | | | | | |

February 20, 2024

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain on sale of businesses | | | — | | | (0.2) | | | (1.4) | | |

| Proceeds from sale of businesses, net | | | — | | | — | | | 1.4 | | |

| Balance - December 31, 2020 | | | 166.1 | | | $ | 1.7 | | $ | 1,680.7 | | $ | 631.2 | | $ | (207.3) | | $ | 2,106.3 | |

the life of the contract, and such estimates are reviewed on a regular basis.

| | | | | | | | | | | | | | | | | | |

| Contract assets | | | $ | 70.8 | | $ | 48.4 | | | | | $ | 22.4 | | 46.3 | | % |

| Contract liabilities | | | 53.7 | | | 58.1 | | | | | | (4.4) | | | (7.6) | | % |

| Net contract assets (liabilities) | | | $ | 17.1 | | $ | (9.7) | | | | | $ | 26.8 | | (276.3) | | % |

For the twelve months ended December 31, 2022, there were $1.1 million of impairment losses recognized on our net contract liabilities as a result of our exit of business activity and sales in Russia.

fair value adjustment to acquisition-date inventory.

The year ended December 31, 2021 was adjusted to include transaction-related charges and non-recurring expense related to the fair value adjustment to acquisition-date inventory.

In October 2021, as part of both of our Flow and Pool reporting segments, we completed the acquisition of Pleatco Holdings, LLC and related entities for $256.9 million in cash, net of cash acquired and working capital true-ups.

In May 2021, as part of our Water Solutions reporting segment, we completed the acquisition of Ken’s Beverage, Inc. for $82.2 million in cash, net of cash acquired and working capital true-ups.

The excess of purchase price over tangible net assets acquired has been allocated to goodwill in the amount of $28.3 million, all of which is deductible for income tax purposes.

Identifiable intangible assets acquired consisted of $38.0 million of definite-lived customer relationships with an estimated useful life of 22 years.

(1) Asset impairment and write-offs consist of inventory, long-lived assets and an identifiable intangible asset, which were impaired as a result of product line exits as well as certain business exits announced in the fourth quarter of 2022.

| Consolidated | | | $ | 50.7 | | $ | 83.5 | | $ | 19.1 | |

| Flow | | | $ | 782.0 | | $ | — | | $ | 1.0 | | $ | (35.4) | | $ | 747.6 | | | | |

| Water Solutions | | | 618.0 | | | 790.5 | | | (0.9) | | | (9.5) | | | 1,398.1 | | | | | |

| Pool | | | 1,104.5 | | | — | | | 2.3 | | | 0.1 | | | 1,106.9 | | | | | |

| Total goodwill | | | $ | 2,504.5 | | $ | 790.5 | | $ | 2.4 | | $ | (44.8) | | $ | 3,252.6 | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other | | | — | | | — | | | — | | | | | | 14.4 | | | (14.4) | | | — | | |

| Estimated amortization expense | | | $ | 54.2 | | $ | 54.2 | | $ | 52.9 | | $ | 51.6 | | $ | 49.0 | | | | | | | |

In addition to the Term Loan Facility, Pentair, as guarantor, and PFSA, as issuer, completed a public offering in 2022 of $400.0 million aggregate principal amount of 5.900% Senior Notes due 2032 (“2032 Senior Notes”).

We used the net proceeds from the Term Loan Facility and the issuance of the 2032 Senior Notes to finance a portion of the Manitowoc Ice acquisition purchase price and to pay related fees and expenses.

We have $37.5 million of Term Loan Facility payments and $200.0 million of payments under the senior unsecured term loan facility, associated with the Senior Credit Facility, due in the next twelve months.

| Contractual debt obligation maturities | | | $ | 237.5 | | $ | 69.3 | | $ | 50.0 | | $ | 850.0 | | $ | — | | $ | 800.0 | | $ | 2,006.8 | |

In October 2022, we entered into transactions to early terminate and cash settle €700.0 million of our cross currency swap agreements due to favorable market conditions.

The termination of the cross currency swap agreements resulted in net cash receipts of $84.3 million, of which $2.1 million, $70.1 million and $12.1 million are included within operating activities, investing activities and financing activities, respectively, on the Consolidated Statements of Cash Flows.

On March 31, 2023, we entered into floating-to-fixed interest rate swap agreements to hedge the interest rate movements related to a portion of our variable rate debt.

The swaps have a combined notional amount of $300.0 million and an average fixed one-month U.S. Dollar secured overnight financing rate (“SOFR”) of 3.795%.

They have an effective date of April 4, 2023 and settle monthly through April 2026.

On April 3, 2023, we entered into five-year interest rate collar agreements with a combined notional value of $200.0 million to hedge the cash flows related to the interest rate movements on our variable rate debt.

In these collar agreements, the Company and counterparty financial institutions agreed to a one-month U.S. Dollar SOFR floor of 1.875% and a cap of 5.000%.

The collars have an effective date of April 4, 2023 and settle monthly through April 2028.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the year ended December 31, [removed: 2023,] [added: 2024,] pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (“the Exchange Act”).

Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the year ended December 31, [removed: 2023] [added: 2024] to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During 2024, we began a multi-year implementation of our new global enterprise resource planning (“ERP”) system at two locations within our Pool segment.

Ultimately, this ERP system will modernize several of our existing operating and transactional financial systems.

We believe this implementation will enhance our internal control over financial reporting due to improved operational functionality and further integration of related processes.

We will continue to monitor our internal control over financial reporting for effectiveness throughout this implementation.

(b) During the fourth quarter of [removed: 2023,] [added: 2024,] none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

Information required under this item with respect to directors is contained in our Proxy Statement for our [removed: 2024] [added: 2025] annual general meeting of shareholders under the captions “Corporate Governance Matters” and “Proposal 1 Re-elect Director Nominees” and is incorporated herein by reference.

[removed: The information] [added: Information required under this item with respect] to [removed: be included] [added: our Insider Trading Policy is contained] in our Proxy Statement for our [removed: 2024] [added: 2025] annual general meeting of shareholders under the caption [removed: “Delinquent Section 16(a) Reports”] [added: “Insider Trading Policy, Including Prohibiting Hedging and Pledging Policies” and] is incorporated herein by reference.

Information required under this item is contained in our Proxy Statement for our [removed: 2024] [added: 2025] annual general meeting of shareholders under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation [removed: Tables”] [added: Tables,” “CEO Pay Ratio”] and “Corporate Governance [removed: Matters] - Director Compensation” and is incorporated herein by reference.

Information required under this item with respect to security ownership is contained in our Proxy Statement for our [removed: 2024] [added: 2025] annual general meeting of shareholders under the caption “Security Ownership” and is incorporated herein by reference.

The following table summarizes, as of December 31, [removed: 2023,] [added: 2024,] information about compensation plans under which our equity securities are authorized for issuance:

| 2012 Stock and Incentive Plan | | | [removed: 1,569,863] [added: 823,881] | | | (4) | | | [removed: 39.91] [added: 40.99] | | | (2) | | | — | | | (5) | | |

[removed: (1)Consists] [added: (4)Consists] of [removed: 820,709] [added: 823,881] shares subject to stock [removed: options, 570,685] [added: options and no] shares subject to restricted stock [removed: units, and 443,061 shares subject to] [added: units or] performance share awards.

(2)Represents the weighted average exercise price of outstanding stock options and does not [removed: take into account] [added: consider] outstanding restricted stock units or performance share units.

[removed: (4)Consists] [added: (1)Consists] of [removed: 1,563,198] [added: 947,848] shares subject to stock options, [removed: 6,665] [added: 480,918] shares subject to restricted stock units, and [removed: no] [added: 435,031] shares subject to performance share awards.

| 2020 Share and Incentive Plan | | | 1,863,797 | | | (1) | | | $ | 57.90 | | (2) | | | 3,882,395 | | | (3) | | |

| Total | | | 2,687,678 | | | | | | $ | 50.04 | | (2) | | | 3,882,395 | | | | | |

| 2020 Share and Incentive Plan | | | 1,834,455 | | | (1) | | | $ | 54.26 | | (2) | | | 4,289,850 | | | (3) | | |

| Total | | | 3,404,318 | | | | | | $ | 44.85 | | (2) | | | 4,289,850 | | | | | |

Information required under this item is contained in our Proxy Statement for our [removed: 2024] [added: 2025] annual general meeting of shareholders under the captions “Proposal 1 [removed: Re-elect] [added: Re-Elect] Director Nominees - Director Independence” and “Corporate Governance [removed: Matters] - [removed: The Board’s Role] [added: Other Governance Policies] and [removed: Responsibilities] [added: Practices] - Policies and Procedures Regarding Related Person Transactions” and is incorporated herein by reference.

Information required under this item is contained in our Proxy Statement for our [removed: 2024] [added: 2025] annual general meeting of shareholders under the caption “Proposal 3 Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP [removed: (PCAOB ID No. 34)] as the Independent Auditor of Pentair plc and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration” and is incorporated herein by reference.

Deloitte & Touche LLP (PCAOB ID No. 34) is our principal accountant.

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/77360/000119312517164403/d365501dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/77360/000119312517164403/d365501dex31.htm)] | | | | | | Amended and Restated Memorandum and Articles of Association of Pentair plc (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on May 9, 2017 (File No. 001-11625)). | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/77360/000110465921151404/tm2135751d1_ex4-1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/77360/000110465921151404/tm2135751d1_ex4-1.htm)] | | | | | | Amended and Restated Credit Agreement, dated as of December 16, 2021, among Pentair plc, Pentair Finance S.à r.l., Pentair, Inc. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on December 20, 2021 (File No. 001-11625)). | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)] | | | | | | Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 16, 2015 (File No. 001-11625)). | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex44.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex44.htm)] | | | | | | Third Supplemental Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 16, 2015 (File No. 001-11625)). | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit43fifthsupplemental.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit43fifthsupplemental.htm)] | | | | | | Fifth Supplemental Indenture, dated as of May 26, 2017, among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Pentair plc filed with the Commission on May 31, 2017 (File No. 001-11625)). | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/77360/000110465919037009/a19-10746_8ex4d2.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/77360/000110465919037009/a19-10746_8ex4d2.htm)] | | | | | | Sixth Supplemental Indenture, dated as of June 21, 2019, among Pentair Finance S.à r.l. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the Commission on June 21, 2019 (File No. 001-11625)). | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/77360/000007736020000031/exhibit42seventhsupple.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/77360/000007736020000031/exhibit42seventhsupple.htm)] | | | | | | Seventh Supplemental Indenture, dated as of June 22, 2020, among Pentair Finance S.à r.l. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of Pentair plc filed with the Commission on July 23, 2020 (File No. 001-11625)). | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/77360/000110465922078363/tm2220547d1_ex4-3.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/77360/000110465922078363/tm2220547d1_ex4-3.htm)] | | | | | | Eighth Supplemental Indenture, dated as of July 8, 2022, among Pentair Finance S.à r.l., Pentair plc and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Pentair plc filed with the Commission on July 8, 2022 (File No. 001-11625)). | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/77360/000110465922038083/tm2210380d1_ex4-1.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/77360/000110465922038083/tm2210380d1_ex4-1.htm)] | | | | | | Loan Agreement, dated as of March 24, 2022, among Pentair plc, Pentair Finance S.à r.l., and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on March 25, 2022 (File No. 001-11625)). | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/77360/000110465922076355/tm2219016d10_ex4-1.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/77360/000110465922076355/tm2219016d10_ex4-1.htm)] | | | | | | Amendment No. 1, dated as of June 30, 2022, to Loan Agreement, among Pentair plc, Pentair Finance S.à r.l., and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on June 30, 2022 (File No. 001-11625)). | | |

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex411descriptionofsecuriti.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex411descriptionofsecuriti.htm)] | | | | | | Description of Securities. | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/77360/000007736018000018/exhibit22.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1016.htm)] | | | | | | [removed: Tax Matters Agreement, dated as] [added: Form] of [removed: April 27, 2018, by] [added: Indemnification Agreement for directors] and [removed: between] [added: executive officers of] Pentair plc [removed: and nVent Electric plc] (Incorporated by reference to Exhibit [removed: 2.2 to] [added: 10.16 in] the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: April 30, 2018] [added: June 3, 2014] (File No. [removed: 001-11625)).] [added: 001-11625)).*] | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/77360/000007736017000008/ex102pentairplc2012stockan.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/77360/000007736017000008/ex102pentairplc2012stockan.htm)] | | | | | | Pentair plc 2012 Stock and Incentive Plan, as amended and restated effective as of January 1, 2017. (Incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).* | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex107.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex107.htm)] | | | | | | Form of Executive Officer Stock Option Grant Agreement for grants made prior to January 1, 2017 (Incorporated by reference to Exhibit 10.7 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1010.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1010.htm)] | | | | | | Form of Non-Employee Director Stock Option Grant Agreement (Incorporated by reference to Exhibit 10.10 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10120180630.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10120180630.htm)] | | | | | | Form of Key Executive Employment and Severance Agreement for John L. Stauch (Incorporated by reference to Exhibit 10.1 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).* | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10320180630.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10320180630.htm)] | | | | | | Form of Key Executive Employment and Severance Agreement for Karla C. Robertson, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti and Stephen J. Pilla (Incorporated by reference to Exhibit 10.3 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).* | | |

| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex107-amendmenttokeesa.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex107-amendmenttokeesa.htm)] | | | | | | Amendment to Key Executive Employment and Severance Agreement, as of January 1, 2021, for John L. Stauch, Karla C. Robertson, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti and Stephen J. [removed: Pilla.*] [added: Pilla (Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No. 001-11625)).*] | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit108keesa.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit108keesa.htm)] | | | | | | Form of Key Executive Employment and Severance Agreement for Adrian C. Chiu, Tanya L. Hooper and De’Mon L. Wiggins (Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2021 (File No. 001-11625)).* | | |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex109formofamendmenttokees.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex109formofamendmenttokees.htm)] | | | | | | Amendment to Key Executive Employment and Severance Agreement, as of November 30, 2023, for John L. Stauch, Karla C. Robertson, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti, Stephen J. Pilla, Adrian C. Chiu, Tanya L. Hooper and De’Mon L. [removed: Wiggins.*] [added: Wiggins (Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No. 001-11625)).*] | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex106.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex106.htm)] | | | | | | Pentair plc Compensation Plan for Non-Employee Directors, as amended and restated (Incorporated by reference to Exhibit 10.6 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1011.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1011.htm)] | | | | | | Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated effective as of January 1, 2021. (Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2020 (File No. 001-11625)).* | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/77360/000007736019000006/ex1017non-qualifieddeferre.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/77360/000007736019000006/ex1017non-qualifieddeferre.htm)] | | | | | | Pentair, Inc. Non-Qualified Deferred Compensation Plan, as amended and restated (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2018 (File No. 001-11625)).* | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/77360/0000077360-96-000028.txt)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/77360/0000077360-96-000028.txt)] | | | | | | Trust Agreement for Pentair, Inc. Non-Qualified Deferred Compensation Plan between Pentair, Inc. and Fidelity Management Trust Company (Incorporated by reference to Exhibit 10.18 contained in the Annual Report on Form 10-K of Pentair, Inc. for the year ended December 31, 1995 (File No. 000-04689)).* | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1013.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1013.htm)] | | | | | | Pentair, Inc. Supplemental Executive Retirement Plan effective January 1, 2009, as amended and restated (Incorporated by reference to Exhibit 10.13 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1014.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1014.htm)] | | | | | | Pentair, Inc. Restoration Plan effective January 1, 2009, as amended and restated (Incorporated by reference to Exhibit 10.14 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1015.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1015.htm)] | | | | | | Form of Deed of Indemnification for directors and executive officers of Pentair plc (Incorporated by reference to Exhibit 10.15 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/77360/000007736017000008/ex1031pentairplc2012stocka.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/77360/000007736017000008/ex1031pentairplc2012stocka.htm)] | | | | | | Form of Executive Officer Stock Option Grant Agreement for grants made on or after January 1, 2017 and prior to February 26, 2018 (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).* | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/77360/000007736018000016/ex104pentairstockoptionagr.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/77360/000007736018000016/ex104pentairstockoptionagr.htm)] | | | | | | Form of Executive Officer Stock Option Award Agreement for grants made on or after February 26, 2018 and prior to May 5, 2020 (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended March 31, 2018 (File No. 001-11625)).* | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/77360/000104746920001649/a2240951zdef14a.htm#a66)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/77360/000104746920001649/a2240951zdef14a.htm#a66)] | | | | | | Pentair plc 2020 Share and Incentive Plan, effective as of May 5, 2020 (Incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A of Pentair plc filed on March 20, 2020 (File No. 001-11625)).* | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1021restrictedstockunita.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1021restrictedstockunita.htm)] | | | | | | Form of Employee Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive [removed: Plan.*] [added: Plan (Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No. 001-11625)).*] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-2.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-2.htm)] | | | | | | Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 of Pentair plc (Reg. No. 333-238544)).* | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1023keytalentawardagreem.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1023keytalentawardagreem.htm)] | | | | | | Form of Key Talent Award Agreement under the Pentair plc 2020 Share and Incentive [removed: Plan.*] [added: Plan (Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No. 001-11625)).*] | | |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1024stockoptionagreement.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1024stockoptionagreement.htm)] | | | | | | Form of Stock Option Award Agreement under the Pentair plc 2020 Share and Incentive [removed: Plan.*] [added: Plan (Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No. 001-11625)).*] | | |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1025performanceshareunit.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex1025performanceshareunit.htm)] | | | | | | Form of Performance Share Unit Award Agreement under the Pentair plc 2020 Share and Incentive [removed: Plan.*] [added: Plan (Incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No. 001-11625)).*] | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1030.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1030.htm)] | | | | | | Pentair plc Executive Officer Severance Plan (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2020 (File No. 001-11625)).* | | |

| [97](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex97pentaircompensationrec.htm) | | | | | | Compensation Recovery Policy (Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No. 001-11625)). | | |

| | | | | | | | | |

| [10.17](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1016.htm) | | | | | | Form of Indemnification Agreement for directors and executive officers of Pentair plc (Incorporated by reference to Exhibit 10.16 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 20, 2024.][added: 25, 2025.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on February [removed: 20, 2024.][added: 25, 2025.]