Pentair (PNR) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A81 rewritten36 added5 removed312 unchanged
All filing items888 rewritten345 added205 removed2,060 unchanged
Summary
counted, not written
- Item 1A lists 41 risk factor headings: 3 new, 1 reworded and 37 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 345 added, 205 removed, 888 rewritten and 2,060 unchanged across 20 items that differ.
New Item 1A headings (3)
- Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our results.
- We may use artificial intelligence in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.AI
- The use by our employees of artificial intelligence tools or technology can adversely impact our business by posing risks to our confidential or proprietary information and could give rise to legal actions or reputational damage, or otherwise adversely affect our business.AI
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- We are exposed to environmental,
[removed: and]health and safety laws, liabilities and litigation.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
81 rewritten, 36 added, 5 removed, 312 unchanged
Important factors for our businesses and the businesses of our customers 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 food service industry, the commercial business climate, global supply chain stability, possible tariff increases, unemployment rates, availability of consumer and commercial financing, interest rates, inflation [removed: rates,] [added: rates] and energy and commodity prices.
Recessions, economic downturns, inflation, slowing economic growth and social and political instability in the industries and/or markets where we compete could negatively affect our revenues and financial performance in future periods, result in future restructuring [removed: charges,] [added: charges] and adversely impact our ability to grow or sustain our business.
For example, current macroeconomic and political instability, inflation and the [removed: strengthening] [added: strength or weakness] of the U.S. dollar [removed: have] [added: have,] and could continue [removed: to] [added: to,] adversely impact our results of operations.
Competition may also result from new entrants [removed: into] [added: into, or consolidation among competitors in,] the markets we serve offering products and/or services that compete with ours.
We compete based on technical expertise, intellectual property, reputation for quality and reliability, timeliness of delivery, previous installation history, contractual terms, service offerings, customer experience and [removed: service,] [added: service] and price.
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.
Our future growth is dependent upon our ability to transform and adapt our products, services, [removed: solutions,] [added: solutions] and organization to meet the demands of local markets in both developed and emerging economies and by developing or acquiring new technologies that achieve market acceptance with acceptable margins.
[removed: 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.
[added: 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 world; identify emerging technological and other trends in our target end markets; and develop or acquire competitive technologies, products, [removed: services,] [added: services] and solutions and bring them to market quickly and cost-effectively.
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.
It may be difficult for us to integrate acquired businesses efficiently into our business [removed: operations.][added: operations or to realize expected financial benefits of acquired businesses.]
During [removed: 2024 and 2023,] [added: 2025,] we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
Additionally, in [removed: 2024 and 2023,] [added: 2025,] we made progress on our Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.
As a result, we have [removed: incurred] [added: incurred,] and expect to continue to incur in the [removed: future] [added: future,] substantial expense, including transformation costs that include professional services, project management and related design and execution charges, as well as costs related to both labor and non-labor restructuring and IT investments, and restructuring charges.
In [removed: 2024,] [added: 2025,] we [removed: also began using] [added: implemented] 80/20 guiding principles, which focus on key customers and products through quadrant-based strategies, and we expect this [removed: analysis] [added: approach] to result in [removed: actions to improve] [added: improved] operating performance by [added: driving margin growth with our highest value customers,] reducing lower margin sales and removing [removed: complexity.][added: complexity in the future.]
In addition, we may not be able to achieve accelerated growth [removed: and] [added: or ongoing] margin expansion [removed: or] [added: and] operating efficiencies to reduce costs or realize benefits that we anticipate in connection with the foregoing initiatives.
In recent years, we [added: have] experienced inflationary cost increases of raw materials, such as metals and resins, drives and motors, as well as increases in logistics, transportation, energy, insurance and labor costs (including wages, pensions and health care benefits).
The current U.S. administration has [removed: recently] implemented tariffs [removed: and has announced the] [added: with an ongoing] possibility of implementing additional, or increasing current, [removed: tariffs;] [added: tariffs, which have also triggered reactionary tariff adjustments by other countries;] these actions and any [added: additional] reactionary tariff adjustments by other countries may [removed: also] [added: continue to] 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 [removed: 2025.][added: 2026.]
In recent years, we [added: have] experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.
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.
A supplier's failure to meet our standards, provide products in a timely and efficient [removed: manner,] [added: manner] or comply with applicable laws is beyond our control.
Sales outside of the U.S. for the year ended December 31, [removed: 2024] [added: 2025] accounted for [removed: 31%] [added: 30%] of our net sales.
We cannot [removed: assure] [added: provide assurance] that these and other factors will not have a material adverse effect on our international operations or on our business as a whole.
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; imposition of or significant increases in tariffs on [removed: goods] [added: goods,] including those imported into the U.S., particularly tariffs on [added: steel, aluminum and copper and] products manufactured in Mexico, [removed: China, Canada,] [added: China and the European Union,] 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.
The current U.S. administration has [removed: recently] implemented tariffs [removed: and has announced the] [added: with an ongoing] 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 [removed: policies.][added: policies, including the United States-Mexico-Canada Agreement, the current version of which is due for review in 2026.]
A trade war; other governmental action, including threatened actions and uncertainty, related to tariffs or international trade agreements; [added: additional] 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 [removed: 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.
Our pending patent, [removed: copyright,] [added: copyright] and trademark registration applications may not be accepted, or competitors may challenge the validity or scope of our patents, copyrights or trademarks.
As of December 31, [removed: 2024,] [added: 2025,] our goodwill and intangible assets were [removed: $4,320.4] [added: $4,611.4] million and represented approximately 67% of our total assets.
[removed: Declines] [added: A decline] in fair market value could result in future goodwill and intangible asset impairment charges.
A loss of, or material cancellation, reduction, or delay in purchases [removed: by] [added: by,] or delivery of products to, one or more of our largest customers could harm our business.
Our net sales to our largest customer represented approximately [removed: 15%] [added: 18%] of our consolidated net sales in [removed: 2024.][added: 2025.]
While we do not have any other customers that accounted for more than 10% of our consolidated net sales in [removed: 2024,] [added: 2025,] we have other customers that are key to the success of our business.
The loss of one or more of our largest customers, any material [removed: cancellation, reduction,] [added: cancellation of, reduction to,] or delay in purchases [removed: by] [added: by,] or delivery of products [removed: to] [added: to,] these [removed: customers,] [added: customers] or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If operations at any of our manufacturing facilities or those of our suppliers were to be disrupted as a result of significant equipment failures, natural disasters, earthquakes, power outages, fires, explosions, terrorism, political disputes, international hostilities, military conflicts, cybersecurity incidents, adverse weather conditions, labor disputes, public health epidemics or [removed: pandemics,] [added: pandemics] or other catastrophic events or disruptions outside of our control, we may be unable to fill customer orders and otherwise meet customer demand for our products.
However, any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations and may also affect the price [removed: and availability of insurance in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.]
Demand for pool equipment in the Pool [removed: segment, water solution products in the Water Solutions segment,] [added: segment] and [added: water solution,] residential water supply and agricultural products [removed: within] [added: in] the [removed: Flow] [added: Water Solutions] segment follows warm weather trends, with seasonal highs ranging from April to September.
While historically we have attempted to mitigate the magnitude of the sales spikes in the Pool segment by employing [removed: some] advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide assurance that these programs will be successful should we continue to use them in the future.
Furthermore, new entrants into, or consolidation among competitors in, the markets we serve may result in new ways to bring products and services to market, which, in turn may negatively impact our profit margins.
We have identified specific product and geographic market opportunities that we find attractive and
Additionally, the U.S. government has announced enhanced focus on customs enforcement, including through the creation of a Trade Fraud Task Force, a cross-agency initiative of the U.S. Departments of Justice and Homeland Security to address trade fraud, tariff evasion and customs violations.
This heightened enforcement paradigm, along with the recent U.S. Supreme Court decision to strike down certain tariffs imposed under the International Emergency Economic Powers Act, have created additional uncertainty as to the scale and short and long-term effect these tariffs will have.
Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our results.
Product and service quality issues could harm customer confidence in our company and our brands.
If certain of our product and service offerings do not meet applicable safety standards or our customers’ expectations regarding quality, safety or performance, we could experience lost sales and increased costs and we could be exposed to legal, financial and reputational risks.
In addition, a recall or claim could require us to review some or all of our product portfolio to assess whether similar issues are present in other products, which could result in a significant disruption to our business and our results of operations.
We have experienced such quality issues in the past and may experience such issues in the future.
We cannot be certain that our quality controls and procedures will reveal defects in our products or their raw materials, which may not become apparent until after the products have been placed in use in the market.
Accordingly, there is a risk that products will have defects, which could result in loss of sales or delays in market acceptance and require a product recall or field corrective action.
Such remedial actions can be expensive to implement and may damage our reputation and customer relationships.
We have conducted product recalls and field corrective actions in the past and may do so again in the future.
Our ability to compete and generate sales
depends in part on our capacity to meet customer demand and ensure that products and services are delivered to the customer on time.
If we are unable to manufacture and deliver products to customers on time, we could experience lost sales and increased costs and we could be exposed to legal, financial and reputational risks.
The inability to deliver our products to customers on time could also restrict our manufacturing capacity, which could lead to the loss of customers and restrict our ability to grow sales.
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.
and availability of insurance in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
acquisitions.
As of December 31, 2025, we had $1,652.7 million of total debt outstanding on a consolidated basis.
Additionally, our credit agreements generally include an increase in
Compliance with environmental requirements
The U.S. Environmental Protection Agency (“EPA”) has published findings that emissions of carbon dioxide,
In addition,
We may use artificial intelligence in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
We are incorporating artificial intelligence solutions into our products, services and features, and we are leveraging artificial intelligence, including generative artificial intelligence and machine learning, in our product development, operations and software programming.
Our competitors or other third parties may incorporate artificial intelligence into their products or operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation and results of operations.
In addition, there are significant risks involved in developing and deploying artificial intelligence and there can be no assurance that the usage of artificial intelligence will enhance our products or services or be beneficial to our business, including our efficiency or profitability.
The rapid evolution of artificial intelligence, including the regulation of artificial intelligence by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services and features to implement artificial intelligence ethically and minimize any unintended harmful impacts.
The use by our employees of artificial intelligence tools or technology can adversely impact our business by posing risks to our confidential or proprietary information and could give rise to legal actions or reputational damage, or otherwise adversely affect our business.
Our workforce may use artificial intelligence tools or technology, which may result in the exposure of our confidential or proprietary information to unauthorized third parties and the misuse of our intellectual property.
Use of artificial intelligence tools or technology may also result in claims against us alleging violation of third-party intellectual property rights.
Use of artificial intelligence tools or technology may also result in inaccurate results that could cause mistakes in the Company’s decision-making or other business activities, which may have a material adverse impact on our business and results of operations.
Further, there is no guarantee that our training and enforcement of procedures governing the use of artificial intelligence will be adequate to safeguard against the unauthorized use of artificial intelligence tools or technology.
In addition, some of our businesses, customers, and dealers are subject to
Unless we successfully penetrate
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.
taxation in multiple jurisdictions.
An excerpt. Shown here: 40 of 81 rewritten, all 36 added and all 5 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
183 rewritten, 55 added, 38 removed, 285 unchanged
For the year ended December 31, [removed: 2024,] [added: 2025,] the Flow, Water Solutions and Pool reportable segments represented approximately 37%, [removed: 28%] [added: 25%] and [removed: 35%] [added: 38%] of total consolidated net sales, respectively.
[removed: On] [added: In] December [removed: 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 [removed: acquired and subject to customary adjustments.][added: acquired.]
The net purchase price [removed: is] [added: was] comprised of an upfront cash payment of $108.0 million, [removed: 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.
The following trends and uncertainties affected our financial performance in [removed: 2024,] [added: 2025] and are reasonably likely to impact our results in the future:
During [removed: 2024,] [added: 2025,] we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, [removed: strategic sourcing,] [added: sourcing excellence,] operations excellence and organizational effectiveness.
We expect to continue [removed: to execute] [added: executing] on our key Transformation Program initiatives to drive margin expansion and to [removed: continue to] incur transformation costs in [removed: 2025] [added: 2026] and beyond.
- In [removed: 2024,] [added: 2025,] we [removed: began using] [added: implemented] 80/20 guiding principles to enable our Transformation Program.
[removed: This] [added: As we continue to focus on] 80/20 [removed: analysis is expected] [added: principles in 2026, we expect] to create value by [removed: focusing] [added: increasing focus] on key customers and products through quadrant-based strategies.
[removed: We expect the analysis to result in actions to improve] [added: This approach will enable improved] operating performance by driving [added: margin] growth with our highest value customers, reducing lower margin sales and removing complexity in the future.
- In [removed: 2024,] [added: 2025,] 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: 2025] [added: 2026] and to drive margin [removed: growth.][added: expansion.]
- During [removed: 2024,] [added: 2025,] we experienced inflationary cost increases for certain raw materials as well as logistics and transportation costs.
- The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar [removed: Two”),] [added: Two”)] for a global 15.0% minimum [removed: tax,] [added: tax] have been adopted by a number of jurisdictions in which we operate.
Pillar Two has negatively impacted our effective tax rate in [removed: 2024] [added: 2025] and is likely to continue to impact our effective tax rate in the future.
In [removed: 2025,] [added: 2026,] our operating objectives focus on delivering our core and building our future.
◦Accelerating our performance with [removed: strategically-aligned] [added: strategically aligned] mergers and acquisitions;
- Continuing to implement our Transformation Program initiatives [removed: that will] [added: to] drive operational excellence, reduce complexity and improve our organizational structure, which includes [removed: the] [added: a continued] focus on 80/20 [removed: actions] [added: guiding principles] to drive profitable growth; and
- Building a [removed: high performance] [added: high-performance] growth culture and delivering on our commitments while living our Win Right values.
| *In millions* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs [removed: 2023] [added: 2024] | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |
| Net sales | | | $ | [removed: 4,082.8] [added: 4,176.0] | | $ | [removed: 4,104.5] [added: 4,082.8] | | $ | [removed: 4,121.8] [added: 4,104.5] | | | | | [removed: (0.5)] [added: 2.3] | | % | [removed: (0.4)] [added: (0.5)] | | % |
| Cost of goods sold | | | [removed: 2,484.0] [added: 2,485.7] | | | [removed: 2,585.3] [added: 2,484.0] | | | [removed: 2,757.2] [added: 2,585.3] | | | | | | [removed: (3.9)] [added: 0.1] | | % | [removed: (6.2)] [added: (3.9)] | | % |
| Gross profit | | | [removed: 1,598.8] [added: 1,690.3] | | | [removed: 1,519.2] [added: 1,598.8] | | | [removed: 1,364.6] [added: 1,519.2] | | | | | | [removed: 5.2] [added: 5.7] | | % | [removed: 11.3] [added: 5.2] | | % |
| *% of net sales* | | | [removed: *39.2*] [added: *40.5*] | | *%* | [removed: *37.0*] [added: *39.2*] | | *%* | [removed: *33.1*] [added: *37.0*] | | *%* | | | | [removed: *2.2*] [added: *1.3*] | | *pts* | [removed: *3.9*] [added: *2.2*] | | *pts* |
| Selling, general and administrative | | | [removed: 701.4] [added: 736.9] | | | [removed: 680.2] [added: 701.4] | | | [removed: 677.1] [added: 680.2] | | | | | | [removed: 3.1] [added: 5.1] | | % | [removed: 0.5] [added: 3.1] | | % |
| *% of net sales* | | | [removed: *17.2*] [added: *17.6*] | | *%* | [removed: *16.6*] [added: *17.2*] | | *%* | [removed: *16.4*] [added: *16.6*] | | *%* | | | | [removed: *0.6*] [added: *0.4*] | | *pts* | [removed: *0.2*] [added: *0.6*] | | *pts* |
| Research and development | | | [removed: 93.6] [added: 95.9] | | | [removed: 99.8] [added: 93.6] | | | [removed: 92.2] [added: 99.8] | | | | | | [removed: (6.2)] [added: 2.5] | | % | [removed: 8.2] [added: (6.2)] | | % |
| *% of net sales* | | | *2.3* | | *%* | [removed: *2.4*] [added: *2.3*] | | *%* | [removed: *2.2*] [added: *2.4*] | | *%* | | | | [removed: *(0.1)*] [added: *—*] | | *pts* | [removed: *0.2*] [added: *(0.1)*] | | *pts* |
| Operating income | | | [removed: 803.8] [added: 857.5] | | | [removed: 739.2] [added: 803.8] | | | [removed: 595.3] [added: 739.2] | | | | | | [removed: 8.7] [added: 6.7] | | % | [removed: 24.2] [added: 8.7] | | % |
| *% of net sales* | | | [removed: *19.7*] [added: *20.5*] | | *%* | [removed: *18.0*] [added: *19.7*] | | *%* | [removed: *14.4*] [added: *18.0*] | | *%* | | | | [removed: *1.7*] [added: *0.8*] | | *pts* | [removed: *3.6*] [added: *1.7*] | | *pts* |
| Net interest expense | | | [removed: 88.6] [added: 69.4] | | | [removed: 118.3] [added: 88.6] | | | [removed: 61.8] [added: 118.3] | | | | | | [removed: (25.1)] [added: (21.7)] | | % | [removed: 91.4] [added: (25.1)] | | % |
| Other [removed: (income)] expense [added: (income)] | | | [removed: (3.7)] [added: 5.3] | | | [removed: 2.0] [added: (3.7)] | | | [removed: (17.1)] [added: 2.0] | | | | | | N.M. | | | N.M. | | |
| Income from continuing operations before income taxes | | | [removed: 718.9] [added: 756.5] | | | [removed: 618.9] [added: 718.9] | | | [removed: 550.6] [added: 618.9] | | | | | | [removed: 16.2] [added: 5.2] | | % | [removed: 12.4] [added: 16.2] | | % |
| Provision (benefit) for income taxes | | | [removed: 93.3] [added: 107.0] | | | [removed: (4.0)] [added: 93.3] | | | [removed: 67.4] [added: (4.0)] | | | | | | [removed: N.M.] [added: 14.7] | | [added: %] | N.M. | | |
| *Effective tax rate* | | | [removed: *13.0*] [added: *14.1*] | | *%* | [removed: *(0.6)*] [added: *13.0*] | | *%* | [removed: *12.2*] [added: *(0.6)*] | | *%* | | | | [removed: *13.6*] [added: *1.1*] | | *pts* | [removed: *(12.8)*] [added: *13.6*] | | *pts* |
N.M. [added: =] Not Meaningful
| | | | [removed: 2024] [added: 2025] vs [removed: 2023] [added: 2024] | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |
| Volume | | | [removed: (2.3)] [added: (2.1)] | | % | [removed: (11.3)] [added: (2.3)] | | % |
| Price | | | [removed: 1.9] [added: 4.0] | | | [removed: 6.4] [added: 1.9] | | |
| Core growth | | | [removed: (0.4)] [added: 1.9] | | | [removed: (4.9)] [added: (0.4)] | | |
| Acquisition/Divestiture | | | (0.1) | | | [removed: 4.4] [added: (0.1)] | | |
Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to move our residential and irrigation flow business from our Flow segment into our Water Solutions segment, reflecting how we expect to manage our business in 2026.
The Pool segment remains unchanged.
The discussions and figures below refer to the Company’s reportable segment composition as of and prior to December 31, 2025.
Additional information regarding this revised segmentation is found under the section titled “2026 Revised Segmentation” in ITEM 1 of this Form 10-K.
On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.1 million in cash, net of cash acquired, and subject to customary adjustments.
Hydra-Stop manufactures specialty insertion valves, line stop fittings and installation equipment.
In addition, the current U.S. administration has implemented tariffs with an ongoing possibility of implementing additional, or increasing current, tariffs.
We expect these actions and additional reactionary tariff adjustments by other countries to continue to impact our business and contribute to inflationary cost increases.
As a result, we have taken actions to mitigate the impact of tariffs such as pricing increases, inventory pre-buys and supply chain optimization actions, which may continue going forward.
In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases.
We anticipate that supply chain pressures and inflationary cost increases resulting from these tariffs, as well as any related impacts on macroeconomic conditions and our business, will likely continue into 2026.
In addition, on February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Powers Act.
It is unclear at this time what impact this decision will have on our future financial results, including whether we will be able to obtain refunds of amounts previously collected for such tariffs or the level of replacement tariffs the current U.S. Administration imposes through other means.
| Loss on sale of business | | | 26.3 | | | — | | | — | | | | | | N.M. | | | N.M. | | |
- increased productivity across all our segments mainly driven by transformation initiatives.
- an impairment charge of $30.9 million related to the write-off of a definite-lived customer relationship intangible asset resulting from a business exit within our Water Solutions segment during the second quarter of 2025; and
- lower debt levels throughout 2025 compared to 2024 as a result of the repayment of $250.0 million toward the remaining principal under the Term Loan Facility (as defined below) during the second quarter of 2025; and
- lower interest rates in 2025 compared to 2024.
- a decrease in the amount of favorable unrecognized tax benefits in 2025 compared to 2024.
*•*a decrease in withholding taxes in 2025 compared to 2024.
| Acquisition/Divestiture | | | 0.7 | | | — | | |
| Currency | | | 1.1 | | | — | | |
- favorable foreign currency effects compared to the prior year; and
- increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025.
| | | | 2025 | | | 2024 | | |
| | | | 2025 vs 2024 | | | 2024 vs 2023 | | |
- business exits that occurred during the fourth quarter of 2024 and second quarter of 2025 in our residential and commercial businesses.
- favorable foreign currency effects compared to the prior year.
| | | | 2025 | | | 2024 | | |
- inflationary cost increases, including higher tariffs and certain raw materials; and
- unfavorable foreign currency effects compared to the prior year.
| *In millions* | | | 2025 | | | 2024 | | | 2023 | | | | | | 2025 vs 2024 | | | 2024 vs 2023 | | |
| | | | 2025 vs 2024 | | | 2024 vs 2023 | | |
| | | | 2025 | | | 2024 | | |
- increased selling prices to mitigate impacts of inflation; and
- productivity eases during the second half of 2025 due to investments in growth initiatives.
| *In millions* | | | 2025 | | | 2024 | | | $ Change | | | % Change | | |
| Flow | | | $ | 387.2 | | $ | 352.3 | | $ | 34.9 | | 9.9 | | % |
| Water Solutions | | | 53.2 | | | 68.9 | | | (15.7) | | | (22.8) | | % |
| Pool | | | 127.1 | | | 190.0 | | | (62.9) | | | (33.1) | | % |
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.
As a result, we have taken pricing actions, which may continue going forward, and implemented transformation initiatives that we expect to improve productivity and offset cost increases.
We anticipate supply chain pressures and inflationary cost increases due to potential tariffs and pressure on global manufacturing to continue into 2025.
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
- 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.
*•*lower variable-rate debt compared to the prior year.
- favorable impacts in the prior year that did not recur in the current year, including worthless stock deductions related to exiting certain businesses in our Water Solutions segment and increases in tax basis of assets located in foreign jurisdictions;
- withholding taxes primarily related to the repatriation of earnings in 2024 which did not occur in 2023; and
- the unfavorable mix of global earnings.
- the favorable impact of discrete items that occurred during 2024 primarily related to changes in uncertain tax positions.
| Currency | | | — | | | 0.3 | | |
- increased sales volume in our commercial flow business compared to the prior year.
- 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.
- a product line exit that occurred in 2024.
| 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.
Additionally, we had a cash outflow of $61.3 million as a result of changes in net working capital, primarily due to an increase in accounts receivable and decreases in accounts payable and other current liability balances, partially offset by lower inventory compared to December 31, 2022.
Decreases in inventory and accounts payable were primarily related to supply chain efficiencies and improved lead times.
In 2023, net cash used for financing activities primarily relates to net repayments of revolving long-term debt of $320.0 million and dividend payments of $145.2 million.
During 2024, PFSA repaid $200.0 million of term loans under the Senior Credit Facility.
We have $19.3 million of senior notes maturing in the next twelve months.
We classified this debt as long-term as of December 31, 2024 as we have the intent and ability to refinance such obligations on a long-term basis under the revolving credit facility under the Senior Credit Facility.
This authorization expires on December 31, 2025.
During the year ended December 31, 2023, no ordinary shares were repurchased.
| Other purchase obligations | | | 45.4 | | | | | | | | | | | | | | | 11.3 | | | 56.7 | | |
fair value or the carrying amount of its net assets.
During 2023, a quantitative assessment was performed.
The fair value of each reporting unit was determined using a discounted cash flow analysis and market approach.
Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate.
Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry.
For the 2023 annual impairment test, the estimated fair value significantly exceeded the carrying value in each of our reporting units, therefore, no impairment charge was required.
The non-recurring fair value measurement is a “Level 3” measurement under the fair value hierarchy described in ITEM 8, Note 9 of the Notes to Consolidated Financial Statements.
An excerpt. Shown here: 40 of 183 rewritten, 40 of 55 added and all 38 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
8 rewritten, 1 added, 1 removed, 25 unchanged
Our debt portfolio as of December 31, [removed: 2024,] [added: 2025,] was comprised of debt denominated in U.S. dollars.
This debt portfolio is comprised of [removed: 49%] [added: 48%] fixed-rate debt and [removed: 51%] [added: 52%] variable-rate debt.
A change in interest rates on the fixed portion of the debt portfolio impacts the fair [removed: value,] [added: value] but has no impact on interest incurred or cash flows.
Based on the fixed-rate debt included in our debt portfolio, as of December 31, [removed: 2024,] [added: 2025,] a 100 basis point increase or decrease in interest rates would result in approximately a [removed: $42] [added: $38] million decrease or a [removed: $45] [added: $40] million increase in fair value of total [removed: fixed rate] [added: fixed-rate] debt outstanding, respectively.
As of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] inclusive of our interest rate swaps and collars, would result in an approximately [removed: $5] [added: $6] million increase or decrease in interest incurred.
At December 31, [removed: 2024,] [added: 2025,] we had outstanding cross currency swap agreements with a combined notional amount of [removed: $728.5 million.][added: $1.1 billion.]
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: $68] [added: $80] million.
At December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $23.2 million.
At December 31, 2024, there were no outstanding foreign currency derivative contracts.
Item 1. BUSINESS
30 rewritten, 51 added, 6 removed, 119 unchanged
From our residential and commercial water solutions to industrial water management and everything in between, Pentair is [added: an S&P 500 company] focused on smart, sustainable water solutions that help our planet and people thrive.
[removed: On] [added: In] December [removed: 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 [removed: acquired and subject to customary adjustments.][added: acquired.]
The net purchase price [removed: is] [added: was] comprised of an upfront cash payment of $108.0 million, [removed: 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.
This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, [added: specialty insertion valves, line stop fittings and installation equipment,] water disposal pumps, water supply pumps, fluid transfer pumps, turbine pumps, solid handling pumps, and agricultural spray nozzles, while serving the global residential, commercial and industrial markets.
These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and [removed: municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.]
For the fiscal year ended December 31, [removed: 2024,] [added: 2025,] our residential and irrigation flow businesses, which sell pumps focused on residential and agriculture, comprised approximately [removed: 37%] [added: 36%] of Flow sales.
Another approximately [removed: 29%] [added: 30%] of Flow sales were from the commercial [removed: &] [added: and] infrastructure flow businesses, which sell larger pumps focused on fire suppression, water supply, wastewater and flood control.
For the fiscal year ended December 31, [removed: 2024,] [added: 2025,] our commercial business, which offers products such as conventional filtration products, commercial point-of-entry and point-of-use water treatment systems, activated carbon products and commercial ice machines, comprised approximately 66% of Water Solutions sales.
Water Solutions brand names include Pentair Water Solutions, Everpure, Fleck, [removed: KBI,] Manitowoc Ice, Pentek and RainSoft.
Customers also include end users, [removed: consumers, commercial operators] [added: consumers] and original equipment manufacturers.
This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, [added: chlorinators,] automatic cleaners, maintenance equipment and pool accessories.
One customer in the Pool business represented approximately [added: 18% and] 15% of our consolidated net sales in [removed: both 2024] [added: 2025] and [removed: 2023.][added: 2024, respectively.]
The magnitude of the sales spike has historically been partially mitigated by employing [removed: some] advance sale “early buy” programs (generally including extended payment terms and/or additional discounts).
Prices for raw materials, such as [removed: metals, may trend] [added: metals and other commodities, have trended] higher [removed: in the near future] due to [removed: the] volatile market [removed: trends.][added: trends and enacted tariffs and may continue to trend higher in the future.]
We also believe our Win Right values, positive culture and commitment to inclusion and [removed: diversity] [added: belonging] foster innovation and curiosity, which, in turn, can contribute to us being an industry leader.
As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 9,750] [added: 9,000] employees worldwide, of which approximately [removed: 50%] [added: 49%] 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 [removed: above] [added: above,] which drive the development of action plans.
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.
Additionally, our annual talent management process supports employees to set objectives, receive feedback and [removed: development,] [added: development] and build development plans with their leaders.
Our talent development efforts span across various levels of our organization, including our early career Leadership Development Program, a 36-month program in which potential future leaders participate in rotations intended to develop their capabilities through organization-wide exposure, and our Growth Manager [removed: development programs] [added: Development Program] that [removed: prepare our] [added: prepares both] new and experienced managers to be more effective and inclusive leaders at Pentair.
We have various training and organizational approaches dedicated to fostering inclusion, including [removed: a training called the “The Power of Inclusion;”] Business Resource Groups led by employees; Pentair’s Code of Business Conduct and Ethics; and other resources on our company’s intranet.
We encourage employees to [removed: “Stop Work”] [added: stop work] anytime there is a potential concern regarding worker [removed: safety,] [added: safety] and promote an [removed: open door] [added: open-door] policy so that all of our employees feel free to speak to their manager if there are any potential health, safety, compliance or sustainability concerns.
Benefits for union employees [removed: and employees of G & F Manufacturing, which was acquired on December 2, 2024,] may vary.
As a leading provider of smart, sustainable water solutions and with a foundation of Win Right values, we recognize that the work we do and the products [removed: and services] we provide help to improve lives and the environment around the world.
We are focused on building on our Win Right values and culture by [removed: further] contributing to the development of a sustainable and responsible [removed: society that] [added: society, which] we believe will also drive our future growth.
[removed: We] [added: Additionally, we] are [removed: also focused on] [added: dedicated to] further integrating our sustainability [removed: goals] [added: strategy] throughout our business by creating accountability for [removed: our sustainability strategy] [added: targets] and shared commitments.
We have established formal sustainability programs to further advance [removed: our sustainability goals.][added: environmental sustainability.]
In [removed: 2023,] [added: 2025,] Pentair completed [removed: an Environmental, Social] [added: its second environmental, social] and [removed: Governance (“ESG”)] [added: governance] assessment in alignment with the European Union’s [added: 2023] Corporate Sustainability Reporting Directive [added: framework] (“CSRD”).
Annually, we publish a [removed: corporate responsibility/sustainability] [added: sustainability] report on our [added: environmental] sustainability [added: efforts, related] activities and accomplishments, which can be found on our corporate website, and [removed: which] is not incorporated by reference into this Annual Report on Form 10-K.
A portion of our property and casualty insurance program is insured through our regulated [removed: wholly-owned] [added: wholly owned] captive insurance subsidiary, Penwald Insurance Company (“Penwald”).
On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.1 million in cash, net of cash acquired, and subject to customary adjustments.
Hydra-Stop manufactures specialty insertion valves, line stop fittings and installation equipment.
The discussions below refer to the Company’s reportable segment composition and business activities as of and prior to December 31, 2025.
Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to move our residential and irrigation flow business from our Flow segment to our Water Solutions segment.
For further detail on the changes to the Flow and Water Solutions segments as a result of the revised segmentation effective January 1, 2026, refer to the discussion titled “2026 Segment Structure” below.
Additional information regarding this revised segmentation is found under the section titled “2026 Revised Segmentation.”
municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.
2026 Segment Structure
Effective January 1, 2026, we moved our residential and irrigation flow business from our Flow segment to our Water Solutions segment.
As a result, the products previously within the residential and irrigation flow business are now part of the Water Solutions reportable segment.
These products, including fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps, are used in various applications such as circulation and transfer, agricultural irrigation and crop spray.
The residential and irrigation flow business includes brand names such as Berkeley, Hypro, Jung Pumpen, Sta-Rite and Shurflo.
Given this change, the Flow segment will no longer serve wholesale and retail distribution customers in residential or agricultural markets.
Additionally, the commercial and infrastructure flow and industrial solutions businesses have not historically been impacted by seasonal weather trends.
This change does not impact the competitive landscape of the Flow segment.
2026 Segment Structure
Effective January 1, 2026, we moved our residential and irrigation flow business from our Flow segment to our Water Solutions segment.
As a result, the products previously included in the residential and irrigation flow business within our Flow segment are now part of the Water Solutions reportable segment.
These products, including fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps, are used in various applications such as circulation and transfer, agricultural irrigation and crop spray.
With this change, the Water Solutions segment now includes brands such as Berkeley, Hypro, Jung Pumpen, Sta-Rite and Shurflo and will serve customers in agricultural markets.
Historically, the residential and irrigation flow business has been influenced by warm weather trends and other weather events such as heavy flooding and drought.
This change does not impact the competitive landscape of the Water Solutions segment.
2026 REVISED SEGMENTATION
Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business beginning in 2026.
As a result of this reorganization, our residential and irrigation flow business moved from our Flow segment into our Water Solutions segment.
The Pool segment remains unchanged.
We believe the new alignment with our residential and irrigation flow business in our Water Solutions segment will help us accelerate our efforts to improve customer experiences, enhance operational efficiencies and deliver more comprehensive solutions.
All historical segment information presented throughout this Annual Report on Form 10-K, with the exception of the table below, was prepared based on the reporting segment structure in place during 2025.
The below table presents net sales and reportable segment income under the revised reportable segment structure for the years ended December 31, 2025, 2024 and 2023.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | December 31 | | | | | | | | |
| *In millions* | | | 2025 | | | 2024 | | | 2023 | | |
| Net sales | | | | | | | | | | | |
| Flow | | | $ | 1,001.2 | | $ | 960.7 | | $ | 960.1 | |
| Water Solutions | | | 1,614.5 | | | 1,684.3 | | | 1,799.2 | | |
| Pool | | | 1,558.8 | | | 1,436.1 | | | 1,343.6 | | |
| Reportable segment net sales | | | 4,174.5 | | | 4,081.1 | | | 4,102.9 | | |
| Corporate and other | | | 1.5 | | | 1.7 | | | 1.6 | | |
| Net sales | | | $ | 4,176.0 | | $ | 4,082.8 | | $ | 4,104.5 | |
The following is a brief description of each of the Company’s reportable segments and business activities.
In addition, our water solutions business also provides installation and preventative services for water management solutions for commercial operators.
In addition, our commercial business also provides installation and preventative services for water management solutions for commercial operators.
This assessment supported the topics focused on in our first set of social responsibility strategic targets, which we announced in 2021.
These strategic targets remained in effect through 2024 and reflected the Company’s social responsibility focus areas.
Also in alignment with the CSRD, in 2025 we are conducting an updated sustainability assessment, and expect to use the results of this updated assessment for continued sustainability strategic planning and risk management, as well as to determine future focus areas, targets, goals and disclosure requirements under the CSRD.
An excerpt. Shown here: all 30 rewritten, 40 of 51 added and all 6 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
3 rewritten, 0 added, 0 removed, 0 unchanged
We have been, and in the future may be, made parties to a number of actions 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 [removed: matters;] [added: matters] and employment and labor matters.
Refer to *“Legal proceedings”* and *“Environmental matters”* within [Note [removed: 15](#i793d03498b5b4d9591bde70d049ffb75_157) [“Commitments] [added: 15 “Commitments] and [removed: Contingencies](#i793d03498b5b4d9591bde70d049ffb75_157)[,](#i793d03498b5b4d9591bde70d049ffb75_157)[”](#i793d03498b5b4d9591bde70d049ffb75_157)] [added: Contingencies,”](#ic0ea0ce7120e4c069c9e84732f623b61_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](#i793d03498b5b4d9591bde70d049ffb75_16) [litigation] [added: asbestos-related litigation] that could adversely affect our financial condition, results of operations and cash [removed: flows”](#i793d03498b5b4d9591bde70d049ffb75_16)] [added: flows”](#ic0ea0ce7120e4c069c9e84732f623b61_16)] related to asbestos matters.
Cover and table of contents
31 rewritten, 0 added, 0 removed, 87 unchanged
For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]
[removed: ][added: ]
See the definitions of “large accelerated filer,” “accelerated [removed: filer”,] [added: filer,”] “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of [removed: $76.67] [added: $102.66] per share as reported on the New York Stock Exchange on June 30, [removed: 2024] [added: 2025] (the last business day of Registrant’s most recently completed second quarter): [removed: $12,544,144,875.][added: $16,631,780,229.]
The number of shares outstanding of Registrant’s only class of common stock on December 31, [removed: 2024] [added: 2025] was [removed: 164,817,183.][added: 163,235,706.]
Parts of the Registrant’s definitive proxy statement for its annual general meeting to be held on May [removed: 6, 2025,] [added: 5, 2026,] 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: 2024][added: 2025]
| ITEM 1. | | | | | | [removed: [Business](#i793d03498b5b4d9591bde70d049ffb75_13)] [added: [Business](#ic0ea0ce7120e4c069c9e84732f623b61_13)] | | | | | | [removed: [1](#i793d03498b5b4d9591bde70d049ffb75_13)] [added: [1](#ic0ea0ce7120e4c069c9e84732f623b61_13)] | | |
| ITEM 1A. | | | | | | [Risk [removed: Factors](#i793d03498b5b4d9591bde70d049ffb75_16)] [added: Factors](#ic0ea0ce7120e4c069c9e84732f623b61_16)] | | | | | | [removed: [6](#i793d03498b5b4d9591bde70d049ffb75_16)] [added: [7](#ic0ea0ce7120e4c069c9e84732f623b61_16)] | | |
| ITEM 1B. | | | | | | [Unresolved Staff [removed: Comments](#i793d03498b5b4d9591bde70d049ffb75_19)] [added: Comments](#ic0ea0ce7120e4c069c9e84732f623b61_19)] | | | | | | [removed: [18](#i793d03498b5b4d9591bde70d049ffb75_19)] [added: [20](#ic0ea0ce7120e4c069c9e84732f623b61_19)] | | |
| ITEM 1C. | | | | | | [removed: [Cybersecurity](#i793d03498b5b4d9591bde70d049ffb75_22)] [added: [Cybersecurity](#ic0ea0ce7120e4c069c9e84732f623b61_22)] | | | | | | [removed: [18](#i793d03498b5b4d9591bde70d049ffb75_22)] [added: [20](#ic0ea0ce7120e4c069c9e84732f623b61_22)] | | |
| ITEM 2. | | | | | | [removed: [Properties](#i793d03498b5b4d9591bde70d049ffb75_25)] [added: [Properties](#ic0ea0ce7120e4c069c9e84732f623b61_25)] | | | | | | [removed: [20](#i793d03498b5b4d9591bde70d049ffb75_25)] [added: [22](#ic0ea0ce7120e4c069c9e84732f623b61_25)] | | |
| ITEM 3. | | | | | | [Legal [removed: Proceedings](#i793d03498b5b4d9591bde70d049ffb75_28)] [added: Proceedings](#ic0ea0ce7120e4c069c9e84732f623b61_28)] | | | | | | [removed: [20](#i793d03498b5b4d9591bde70d049ffb75_28)] [added: [22](#ic0ea0ce7120e4c069c9e84732f623b61_28)] | | |
| ITEM 4. | | | | | | [Mine Safety [removed: Disclosures](#i793d03498b5b4d9591bde70d049ffb75_34)] [added: Disclosures](#ic0ea0ce7120e4c069c9e84732f623b61_31)] | | | | | | [removed: [20](#i793d03498b5b4d9591bde70d049ffb75_31)] [added: [22](#ic0ea0ce7120e4c069c9e84732f623b61_31)] | | |
| ITEM 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i793d03498b5b4d9591bde70d049ffb75_40)] [added: Securities](#ic0ea0ce7120e4c069c9e84732f623b61_40)] | | | | | | [removed: [22](#i793d03498b5b4d9591bde70d049ffb75_40)] [added: [24](#ic0ea0ce7120e4c069c9e84732f623b61_40)] | | |
| ITEM 6. | | | | | | [removed: [\[Reserved\]](#i793d03498b5b4d9591bde70d049ffb75_43)] [added: [\[Reserved\]](#ic0ea0ce7120e4c069c9e84732f623b61_43)] | | | | | | [removed: [23](#i793d03498b5b4d9591bde70d049ffb75_43)] [added: [25](#ic0ea0ce7120e4c069c9e84732f623b61_43)] | | |
| ITEM 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i793d03498b5b4d9591bde70d049ffb75_49)] [added: Operations](#ic0ea0ce7120e4c069c9e84732f623b61_49)] | | | | | | [removed: [24](#i793d03498b5b4d9591bde70d049ffb75_49)] [added: [26](#ic0ea0ce7120e4c069c9e84732f623b61_49)] | | |
| ITEM 7A. | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i793d03498b5b4d9591bde70d049ffb75_67)] [added: Risk](#ic0ea0ce7120e4c069c9e84732f623b61_67)] | | | | | | [removed: [39](#i793d03498b5b4d9591bde70d049ffb75_67)] [added: [41](#ic0ea0ce7120e4c069c9e84732f623b61_67)] | | |
| ITEM 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i793d03498b5b4d9591bde70d049ffb75_70)] [added: Data](#ic0ea0ce7120e4c069c9e84732f623b61_70)] | | | | | | [removed: [40](#i793d03498b5b4d9591bde70d049ffb75_70)] [added: [42](#ic0ea0ce7120e4c069c9e84732f623b61_70)] | | |
| ITEM 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i793d03498b5b4d9591bde70d049ffb75_163)] [added: Disclosure](#ic0ea0ce7120e4c069c9e84732f623b61_163)] | | | | | | [removed: [80](#i793d03498b5b4d9591bde70d049ffb75_163)] [added: [80](#ic0ea0ce7120e4c069c9e84732f623b61_163)] | | |
| ITEM 9A. | | | | | | [Controls and [removed: Procedures](#i793d03498b5b4d9591bde70d049ffb75_166)] [added: Procedures](#ic0ea0ce7120e4c069c9e84732f623b61_166)] | | | | | | [removed: [80](#i793d03498b5b4d9591bde70d049ffb75_166)] [added: [80](#ic0ea0ce7120e4c069c9e84732f623b61_166)] | | |
| ITEM 9B. | | | | | | [Other [removed: Information](#i793d03498b5b4d9591bde70d049ffb75_169)] [added: Information](#ic0ea0ce7120e4c069c9e84732f623b61_169)] | | | | | | [removed: [80](#i793d03498b5b4d9591bde70d049ffb75_169)] [added: [80](#ic0ea0ce7120e4c069c9e84732f623b61_169)] | | |
| ITEM 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i793d03498b5b4d9591bde70d049ffb75_172)] [added: Inspections](#ic0ea0ce7120e4c069c9e84732f623b61_172)] | | | | | | [removed: [80](#i793d03498b5b4d9591bde70d049ffb75_172)] [added: [80](#ic0ea0ce7120e4c069c9e84732f623b61_172)] | | |
| ITEM 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i793d03498b5b4d9591bde70d049ffb75_178)] [added: Governance](#ic0ea0ce7120e4c069c9e84732f623b61_178)] | | | | | | [removed: [81](#i793d03498b5b4d9591bde70d049ffb75_178)] [added: [81](#ic0ea0ce7120e4c069c9e84732f623b61_178)] | | |
| ITEM 11. | | | | | | [Executive [removed: Compensation](#i793d03498b5b4d9591bde70d049ffb75_181)] [added: Compensation](#ic0ea0ce7120e4c069c9e84732f623b61_181)] | | | | | | [removed: [81](#i793d03498b5b4d9591bde70d049ffb75_181)] [added: [81](#ic0ea0ce7120e4c069c9e84732f623b61_181)] | | |
| ITEM 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i793d03498b5b4d9591bde70d049ffb75_184)] [added: Matters](#ic0ea0ce7120e4c069c9e84732f623b61_184)] | | | | | | [removed: [82](#i793d03498b5b4d9591bde70d049ffb75_184)] [added: [82](#ic0ea0ce7120e4c069c9e84732f623b61_184)] | | |
| ITEM 13. | | | | | | [Certain Relationships and Related [removed: Transactions](#i793d03498b5b4d9591bde70d049ffb75_187)[,](#i793d03498b5b4d9591bde70d049ffb75_187) [and] [added: Transactions, and] Director [removed: Independence](#i793d03498b5b4d9591bde70d049ffb75_187)] [added: Independence](#ic0ea0ce7120e4c069c9e84732f623b61_187)] | | | | | | [removed: [82](#i793d03498b5b4d9591bde70d049ffb75_187)] [added: [82](#ic0ea0ce7120e4c069c9e84732f623b61_187)] | | |
| ITEM 14. | | | | | | [Principal Accounting Fees and [removed: Services](#i793d03498b5b4d9591bde70d049ffb75_190)] [added: Services](#ic0ea0ce7120e4c069c9e84732f623b61_190)] | | | | | | [removed: [82](#i793d03498b5b4d9591bde70d049ffb75_190)] [added: [82](#ic0ea0ce7120e4c069c9e84732f623b61_190)] | | |
| ITEM 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i793d03498b5b4d9591bde70d049ffb75_193)] [added: Schedules](#ic0ea0ce7120e4c069c9e84732f623b61_193)] | | | | | | [removed: [83](#i793d03498b5b4d9591bde70d049ffb75_193)] [added: [83](#ic0ea0ce7120e4c069c9e84732f623b61_193)] | | |
| ITEM 16. | | | | | | [Form 10-K [removed: Summary](#i793d03498b5b4d9591bde70d049ffb75_193)] [added: Summary](#ic0ea0ce7120e4c069c9e84732f623b61_193)] | | | | | | [removed: [86](#i793d03498b5b4d9591bde70d049ffb75_196)] [added: [86](#ic0ea0ce7120e4c069c9e84732f623b61_196)] | | |
| | | | | | | [removed: [Signatures](#i793d03498b5b4d9591bde70d049ffb75_199)] [added: [Signatures](#ic0ea0ce7120e4c069c9e84732f623b61_199)] | | | | | | [removed: [87](#i793d03498b5b4d9591bde70d049ffb75_199)] [added: [87](#ic0ea0ce7120e4c069c9e84732f623b61_199)] | | |
Item 1C. CYBERSECURITY
5 rewritten, 2 added, 0 removed, 44 unchanged
We maintain an incident response plan to identify, protect, detect, respond [removed: to] [added: to,] and recover [removed: from] [added: from,] cybersecurity threats and incidents.
We regularly engage third parties to assess our cybersecurity program, including cybersecurity maturity assessments, penetration [removed: testing,] [added: testing] and independent review of our security control environment and operating effectiveness.
[removed: We conduct cybersecurity audits and assessments on a regular basis and either our] [added: Our] CIO/CISO [removed: or Chief Financial Officer report] [added: reports] to the Audit and Finance Committee on a quarterly [removed: basis.][added: basis on the status of the cybersecurity program.]
Our Chief Executive Officer, Chief Financial Officer and General Counsel each hold degrees in their respective fields, and each have [removed: over 25 years of] experience managing risks at the Company and at similar companies, including risks arising from cybersecurity threats.
However, risks from cybersecurity threats, including but not limited to exploitation of vulnerabilities, ransomware, denial of service, supply chain [removed: attacks,] [added: attacks] or other similar threats may materially affect us, including our execution of business strategy, reputation, results of operations and/or financial condition.
As part of our ongoing assessments, we also evaluate emerging cybersecurity threats to ensure our program remains adaptive and forward-looking.
Effective March 1, 2026, the CIO/CISO will assume the role of Executive Vice President, CIO/CISO, reporting directly to our Chief Executive Officer.
Item 2. PROPERTIES
6 rewritten, 0 added, 0 removed, 8 unchanged
The following is a summary of our principal properties as of December 31, [removed: 2024,] [added: 2025,] including manufacturing, distribution, sales offices and service centers:
| Flow | | | U.S. and [removed: 15] [added: 14] foreign countries | | | 21 | | | 10 | | | 4 | | | 8 | | |
| Water Solutions | | | U.S. and 5 foreign countries | | | 14 | | | [removed: 5] [added: 4] | | | [removed: 4] [added: 3] | | | [removed: 30] [added: —] | | |
| Pool | | | U.S. and 2 foreign countries | | | [removed: 6] [added: 5] | | | 15 | | | 4 | | | 2 | | |
| Corporate | | | U.S. and [removed: 3] [added: 2] foreign countries | | | — | | | — | | | [removed: 6] [added: 3] | | | — | | |
| Total | | | | | | [removed: 41] [added: 40] | | | [removed: 30] [added: 29] | | | [removed: 18] [added: 14] | | | [removed: 40] [added: 10] | | |
Item 4. MINE SAFETY DISCLOSURES
8 rewritten, 1 added, 1 removed, 7 unchanged
| John L. Stauch | | | [removed: 60] [added: 61] | | | | | | 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: 46] [added: 47] | | | | | | Executive Vice President and President of the Water Solutions reportable segment since 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: 61] [added: 62] | | | | | | Executive Vice [added: President and Chief Financial Officer since May 12, 2025 and elected to resign effective as of March 1, 2026; Executive Vice] President, Chief Financial Officer and Chief Accounting Officer [removed: since 2020;] [added: 2020 – 2025.] 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: 52] [added: 53] | | | | | | Executive Vice President and Chief Human Resources Officer since 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: 54] [added: 55] | | | | | | Executive Vice President and Chief Executive Officer of the Pool reportable segment since 2023; Executive Vice President and President of the Flow reportable segment 2020 – 2022; Senior Vice President of Pentair’s former Aquatic Systems 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: 61] [added: 62] | | | | | | Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer since [removed: 2023;] [added: 2023 and elected to resign effective as of March 1, 2026;] 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. | | |
| Philip M. Rolchigo | | | [removed: 63] [added: 64] | | | | | | Executive Vice President and Chief Technology Officer since [removed: 2018;] [added: 2018 and elected to resign effective as of March 1, 2026;] 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: 50] [added: 51] | | | | | | Executive Vice President and President of the Flow reportable segment since 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. | | |
| Lance T. Bonner | | | 37 | | | | | | Executive Vice President, General Counsel and Secretary since August 11, 2025; Associate General Counsel, Corporate and Assistant Secretary of Inspire Medical Systems, Inc. (a medical technology company) 2024 – 2025; Associate General Counsel, M&A and Securities of Pentair 2020 – 2024; Associate, Faegre Drinker Biddle & Reath 2017 – 2020; Associate, Lindquist & Vennum (now Ballard Spahr) 2014 – 2017; Judicial Clerk, Minnesota Court of Appeals 2013 – 2014. | | |
| Karla C. Robertson | | | 54 | | | | | | Executive Vice President, Chief Sustainability Officer, General Counsel and 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. | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
11 rewritten, 11 added, 9 removed, 17 unchanged
Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PNR.” As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 11,731] [added: 11,149] shareholders of record.
Pentair has paid [removed: 196] [added: 200] consecutive quarterly cash dividends, including most recently a dividend of [removed: $0.23] [added: $0.25] per share in the fourth quarter of [removed: 2024.][added: 2025.]
On December [removed: 16, 2024,] [added: 15, 2025,] Pentair’s Board of Directors approved a regular quarterly cash dividend of [removed: $0.25] [added: $0.27] per share that was paid on February [removed: 7, 2025] [added: 6, 2026] to shareholders of record at the close of business on January [removed: 24, 2025.][added: 23, 2026.]
This dividend reflects [removed: a 9] [added: an 8] percent increase in the Company’s regular cash dividend rate and marks the [removed: 49th] [added: 50th] 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: 2019] [added: 2020] and the reinvestment of all dividends since that date to December 31, [removed: 2024.][added: 2025.]
][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/pnr-20251231_g2.jpg)]
| Company / Index | | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025] | | | [added: | | |]
The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of [removed: 2024:][added: 2025:]
(a)The purchases in this column include [removed: 229] [added: 821] shares for the period October 1 – October [removed: 26, 1,086] [added: 25, 743] shares for the period October [removed: 27] [added: 26] – November [removed: 23,] [added: 22,] and [removed: 1,964] [added: 4,398] shares for the period November [removed: 24] [added: 23] – 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.
(d)In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 [removed: million.][added: million (“the 2020 Authorization”).]
From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under [removed: this authorization.][added: the 2025 Authorization.]
| Pentair plc | | | $ | 100 | | | | | $ | 139.24 | | $ | 87.20 | | $ | 143.15 | | $ | 200.41 | | $ | 209.48 | |
| S&P 500 Index | | | 100 | | | | | | 128.71 | | | 105.40 | | | 133.10 | | | 166.40 | | | 196.16 | | |
| S&P 500 Industrials Index | | | 100 | | | | | | 127.89 | | | 103.08 | | | 134.45 | | | 168.50 | | | 200.35 | | |
| October 1 – October 25 | | | 821 | | | $ | 111.83 | | — | | | $ | 275,002,489 | |
| October 26 – November 22 | | | 370,672 | | | 105.96 | | | 369,929 | | | 235,804,843 | | |
| November 23 – December 31 | | | 106,831 | | | 105.44 | | | 102,433 | | | 1,000,000,000 | | |
| Total | | | 478,324 | | | | | | 472,362 | | | | | |
The 2020 Authorization expired on December 31, 2025.
In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion (the “2025 Authorization”).
The 2025 Authorization supplemented the 2020 Authorization and expires on December 31, 2028.
As of December 31, 2025, we had $1.0 billion available for share repurchases under the 2025 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 | | | | | |
This authorization expires on December 31, 2025.
As of December 31, 2024, we had $450.0 million remaining availability for repurchases under this authorization.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
478 rewritten, 178 added, 135 removed, 988 unchanged
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on this assessment, management believes that, as of December 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]
| *President and Chief Executive Officer* | | | | | | *Executive Vice [removed: President, Chief Financial Officer] [added: President] and Chief [removed: Accounting] [added: Financial] Officer* | | |
We have audited the internal control over financial reporting of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] of the Company and our report dated February [removed: 25, 2025,] [added: 24, 2026,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 25, 2025,] [added: 24, 2026,] expressed an unqualified opinion on the Company’s internal control over financial reporting.
[removed: Income Taxes *—* Completeness of Uncertain Tax Positions *—* Refer] [added: Goodwill – Impairment Assessment — Refer] to Notes 1 and [removed: 10] [added: 5] to the financial statements
| | | | Years ended December 31 | | | | | | [removed: | | |]
| *In millions, except per-share data* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |
| Net sales | | | $ | [removed: 4,082.8] [added: 4,176.0] | | $ | [removed: 4,104.5] [added: 4,082.8] | | $ | [removed: 4,121.8] [added: 4,104.5] | |
| Cost of goods sold | | | [removed: 2,484.0] [added: 2,485.7] | | | [removed: 2,585.3] [added: 2,484.0] | | | [removed: 2,757.2] [added: 2,585.3] | | |
| Gross profit | | | [removed: 1,598.8] [added: 1,690.3] | | | [removed: 1,519.2] [added: 1,598.8] | | | [removed: 1,364.6] [added: 1,519.2] | | |
| Selling, general and administrative | | | [removed: 701.4] [added: 736.9] | | | [removed: 680.2] [added: 701.4] | | | [removed: 677.1] [added: 680.2] | | |
| Research and development | | | [removed: 93.6] [added: 95.9] | | | [removed: 99.8] [added: 93.6] | | | [removed: 92.2] [added: 99.8] | | |
| Operating income | | | [removed: 803.8] [added: 857.5] | | | [removed: 739.2] [added: 803.8] | | | [removed: 595.3] [added: 739.2] | | |
| Net interest expense | | | [removed: 88.6] [added: 69.4] | | | [removed: 118.3] [added: 88.6] | | | [removed: 61.8] [added: 118.3] | | |
| Other [removed: (income)] expense [added: (income)] | | | [removed: (3.7)] [added: 5.3] | | | [removed: 2.0] [added: (3.7)] | | | [removed: (17.1)] [added: 2.0] | | |
| Income from continuing operations before income taxes | | | [removed: 718.9] [added: 756.5] | | | [removed: 618.9] [added: 718.9] | | | [removed: 550.6] [added: 618.9] | | |
| Provision (benefit) for income taxes | | | [removed: 93.3] [added: 107.0] | | | [removed: (4.0)] [added: 93.3] | | | [removed: 67.4] [added: (4.0)] | | |
| Net income from continuing operations | | | [removed: 625.6] [added: 649.5] | | | [removed: 622.9] [added: 625.6] | | | [removed: 483.2] [added: 622.9] | | |
| [removed: Loss] [added: Income (loss)] from discontinued operations, net of tax | | | [removed: (0.2)] [added: 4.3] | | | (0.2) | | | [removed: (2.3)] [added: (0.2)] | | |
| Net income | | | $ | [removed: 625.4] [added: 653.8] | | $ | [removed: 622.7] [added: 625.4] | | $ | [removed: 480.9] [added: 622.7] | |
| Net income | | | $ | [removed: 625.4] [added: 653.8] | | $ | [removed: 622.7] [added: 625.4] | | $ | [removed: 480.9] [added: 622.7] | |
| Changes in cumulative translation adjustment | | | [removed: (65.8)] [added: 93.3] | | | [removed: 24.0] [added: (65.8)] | | | [removed: (56.4)] [added: 24.0] | | |
| Changes in market value of derivative financial instruments, net of tax | | | [removed: 33.6] [added: (84.9)] | | | [removed: (29.4)] [added: 33.6] | | | [removed: 31.3] [added: (29.4)] | | |
| Comprehensive income | | | $ | [removed: 593.2] [added: 662.2] | | $ | [removed: 617.3] [added: 593.2] | | $ | [removed: 455.8] [added: 617.3] | |
| Earnings [removed: (loss)] per ordinary share | | | | | | | | | | | |
| Continuing operations | | | $ | [removed: 3.78] [added: 3.96] | | $ | [removed: 3.77] [added: 3.78] | | $ | [removed: 2.93] [added: 3.77] | |
| Discontinued operations | | | [removed: —] [added: 0.03] | | | — | | | [removed: (0.01)] [added: —] | | |
| Basic earnings per ordinary share | | | $ | [removed: 3.78] [added: 3.99] | | $ | [removed: 3.77] [added: 3.78] | | $ | [removed: 2.92] [added: 3.77] | |
| Continuing operations | | | $ | [removed: 3.74] [added: 3.93] | | $ | [removed: 3.75] [added: 3.74] | | $ | [removed: 2.92] [added: 3.75] | |
| Discontinued operations | | | [removed: —] [added: 0.03] | | | — | | | [removed: (0.02)] [added: —] | | |
| Diluted earnings per ordinary share | | | $ | [removed: 3.74] [added: 3.96] | | $ | [removed: 3.75] [added: 3.74] | | $ | [removed: 2.90] [added: 3.75] | |
| Basic | | | [removed: 165.6] [added: 164.1] | | | [removed: 165.1] [added: 165.6] | | | [removed: 164.8] [added: 165.1] | | |
| Diluted | | | [removed: 167.1] [added: 165.5] | | | [removed: 166.3] [added: 167.1] | | | [removed: 165.6] [added: 166.3] | | |
| *In millions, except [removed: per-share] [added: per share] data* | | | [added: 2025 | | |] 2024 | | | 2023 | | |
February 24, 2026
As described in Notes 1 and 5 to the consolidated financial statements, the Company's consolidated goodwill balance was $3,538.1 million as of December 31, 2025.
Management performs a goodwill impairment test annually in the fourth quarter, or more frequently if events or circumstances indicate that goodwill may be impaired.
Management compares the fair value of the reporting units to the carrying value of the reporting units for goodwill impairment testing.
If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent that a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.
In 2025, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying value.
As disclosed by management, the qualitative analysis considered the results of the most recent discounted cash flow fair value assessment of the reporting units and the calculated excess fair value over carrying amount, financial performance, forecasts and trends, market capitalization, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.
After completing the qualitative assessment, the Company determined that it was more likely than not that the fair value of the reporting units exceeded their respective carrying values; therefore, no quantitative assessment was required.
The principal consideration for our determination that performing procedures relating to the goodwill impairment test for a reporting unit with a carrying value of $1,052.1 million within the Water Solutions reportable segment as a critical audit matter is due to: i) a high degree of auditor judgment, subjectivity, and effort in performing procedures to assess management's significant assumptions related to evaluation of potential triggering events within the reporting unit that could have a significant effect on the Company's qualitative assessment; ii) the determination of whether further quantitative analysis of goodwill impairment was required; and iii) the audit effort that involved the use of professionals with specialized skill and knowledge.
Our audit procedures related to evaluating the Company's qualitative goodwill impairment assessment for the reporting unit included the following, among others:
- Evaluated the design and implementation and tested the operating effectiveness of certain internal controls related to the evaluation of goodwill impairment.
This included a control related to the Company's assessment of potential goodwill triggering events.
- Considered macroeconomic conditions, including tariffs, gross domestic product and inflation by key regions around the world for negative indicators.
- Evaluated information from analyst reports in the water and manufacturing industries, which were compared to industry and market considerations used by the Company.
- Analyzed information including the financial performance of the reporting unit, the Company's market capitalization, and other entity and reporting-unit specific events.
- With the assistance of our fair value specialists, we assessed the appropriateness and mathematical accuracy of the discount rate (i.e., weighted average cost of capital (“WACC”)) calculations for the reporting unit.
February 24, 2026
| Loss on sale of business | | | 26.3 | | | — | | | — | | |
| Net income | | | $ | 653.8 | | $ | 625.4 | | $ | 622.7 | |
| Loss on sale of business | | | 26.3 | | | — | | | — | | |
| Purchase of investments | | | (18.0) | | | — | | | — | | |
| Share repurchases | | | (2.3) | | | — | | | (225.0) | | | — | | | — | | | (225.0) | | |
| Balance - December 31, 2025 | | | 163.2 | | | $ | 1.7 | | $ | 1,313.1 | | $ | 2,822.6 | | $ | (268.2) | | $ | 3,869.2 | |
| Contract assets | | | $ | 53.9 | | $ | 46.7 | | | | | $ | 7.2 | | 15.4 | | % |
| Contract liabilities | | | 42.8 | | | 38.8 | | | | | | 4.0 | | | 10.3 | | % |
We review our allowance for credit losses on a quarterly basis.
Write-offs are recorded at the time all collection efforts have been exhausted.
| Acquisitions | | | 0.4 | | | — | | | — | | |
In 2025 and 2024, we recorded inventory impairment of $17.1 million and $11.3 million, respectively, as a result of restructuring and transformation activities.
The impairment charges were recorded in *Cost of goods sold* in our Consolidated Statements of Operations and Comprehensive Income.
No material inventory impairment charges were recorded in 2023.
| *In millions* | | | 2025 | | | 2024 | | | | | |
| (1) Developing primarily includes China, Latin America and Southeast Asia. | | | | | | | | | | | |
| (2) Other Developed primarily includes Australia. | | | | | | | | | | | |
Therefore, a quantitative assessment was not required.
An impairment charge of $30.9 million was recorded in 2025 related to the write-off of a definite-lived customer relationship intangible asset resulting from a business exit within our Water Solutions segment during the second quarter of 2025.
On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC for $292.1 million in cash, net of cash acquired, and subject to customary adjustments.
The pro forma impact of the acquisition was not material.
| Net income | | | $ | 653.8 | | $ | 625.4 | | $ | 622.7 | |
| Basic | | | 164.1 | | | 165.6 | | | 165.1 | | |
February 25, 2025
The Company assesses uncertain tax positions (“UTPs”) based upon an evaluation of available information and records a liability when a position taken or expected to be taken in a tax return does not meet certain measurement or recognition criteria.
A tax benefit is recognized only if management believes it is more likely than not that the tax position will be sustained upon examination by the relevant tax authority.
Determining the completeness of UTPs is complex and significant judgment is involved in identifying which positions may not meet the required measurement or recognition criteria.
As of December 31, 2024, the Company’s recorded UTP balance was $6.0 million.
The UTP analysis is complex as it includes numerous tax jurisdictions and varying applications of tax laws.
Given the multiple jurisdictions in which the Company operates and the complexity of tax regulations, auditing the completeness of UTPs involved a high degree of auditor judgment, and an increased extent of audit effort, including the need to involve our tax specialists.
Our audit procedures to evaluate the completeness of UTPs in material jurisdictions included the following, among others:
- We tested the effectiveness of controls over management’s determination of the existence of UTPs.
- With the assistance of our income tax specialists, we assessed the Company’s determination of the existence of UTPs.
In particular, our procedures included:
–Evaluating the Company’s significant judgments related to completeness of UTPs in material jurisdictions:
- We performed inquiries of management to assess whether they are aware of any new items or significant changes to the business that would impact the UTP assessment or give rise to new UTPs.
- We evaluated the following: technical merits of existing UTPs, technical merits of potential UTPs, and significant transactions and their tax implications, including the completeness and accuracy of the underlying data supporting the transactions.
- We assessed the appropriateness and consistency of management’s methods and assumptions used in identifying UTPs.
- We evaluated former and ongoing tax audits by tax authorities.
- We considered changes in and assessed the Company’s interpretation of applicable tax laws.
- We inspected the Company’s summary of differences between the filed tax returns and the tax provision to obtain an understanding of significant differences.
We assessed whether the appropriate UTPs were recorded as well as whether any additional UTPs needed to be considered.
Pentair plc and Subsidiaries
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Amortization of bridge financing debt issuance costs | | | — | | | — | | | 9.0 | | |
| Proceeds from long-term debt | | | — | | | — | | | 1,391.3 | | |
| Balance - December 31, 2021 | | | 165.1 | | | $ | 1.7 | | $ | 1,582.7 | | $ | 1,051.4 | | $ | (213.9) | | $ | 2,421.9 | |
| Share repurchases | | | (1.0) | | | — | | | (50.0) | | | — | | | — | | | (50.0) | | |
Notes to consolidated financial statements
| Contract assets | | | $ | 46.7 | | $ | 70.8 | | | | | $ | (24.1) | | (34.0) | | % |
| Contract liabilities | | | 38.8 | | | 53.7 | | | | | | (14.9) | | | (27.7) | | % |
| Acquisitions | | | — | | | — | | | 0.3 | | |
We recorded $9.2 million of long-lived asset impairment charges in 2022 comprised of long-lived assets which were primarily written off as a result of restructuring actions and certain business exits announced in the fourth quarter of 2022.
During 2024, a qualitative assessment was performed.
During 2023, a quantitative assessment was performed.
The fair value of each reporting unit was determined using a discounted cash flow analysis and market approach.
Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate.
Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry.
For the 2023 annual impairment test, the estimated fair value significantly exceeded the carrying value in each of our reporting units, therefore, no impairment charge was required.
The non-recurring fair value measurement is a “Level 3” measurement under the fair value hierarchy.
An impairment charge of $2.7 million was recorded in 2022 related to the write-off of a proprietary technology intangible asset as a result of restructuring initiatives implemented in the fourth quarter of 2022.
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures regarding significant expenses.
An excerpt. Shown here: 40 of 478 rewritten, 40 of 178 added and 40 of 135 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
4 rewritten, 1 added, 0 removed, 8 unchanged
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: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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”) [removed: system at two locations within our Pool segment.][added: system.]
As a result of this ERP implementation process, we have automated, modified or implemented certain internal controls as appropriate.
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 0 unchanged
(b) During the fourth quarter of [removed: 2024,] [added: 2025,] 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).
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 1 added, 0 removed, 6 unchanged
Information required under this item with respect to directors is contained in our Proxy Statement for our [removed: 2025] [added: 2026] annual general meeting of shareholders under the captions “Corporate [removed: Governance Matters”] [added: Governance”] and “Proposal 1 Re-elect Director Nominees” and is incorporated herein by reference.
Information required under this item with respect to our Insider Trading Policy is contained in our Proxy Statement for our [removed: 2025] [added: 2026] annual general meeting of shareholders under the caption “Insider Trading Policy, Including Prohibiting Hedging and Pledging Policies” and is incorporated herein by reference.
Information required under this item with respect to delinquent Section 16(a) reports is contained in our Proxy Statement for our 2026 annual general meeting of shareholders under the caption “Delinquent Section 16(a) Report” and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required under this item is contained in our Proxy Statement for our [removed: 2025] [added: 2026] annual general meeting of shareholders under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables,” “CEO Pay Ratio” and “Corporate Governance - Director Compensation” and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
5 rewritten, 2 added, 2 removed, 9 unchanged
Information required under this item with respect to security ownership is contained in our Proxy Statement for our [removed: 2025] [added: 2026] 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: 2024,] [added: 2025,] information about compensation plans under which our equity securities are authorized for issuance:
| 2012 Stock and Incentive Plan | | | [removed: 823,881] [added: 340,707] | | | (4) | | | [removed: 40.99] [added: 41.66] | | | (2) | | | — | | | (5) | | |
[removed: (1)Consists] [added: (4)Consists] of [removed: 947,848] [added: 340,707] shares subject to stock [removed: options, 480,918] [added: options and no] shares subject to restricted stock [removed: units, and 435,031 shares subject to] [added: units or] performance share awards.
[removed: (4)Consists] [added: (1)Consists] of [removed: 823,881] [added: 954,693] shares subject to stock [removed: options and no] [added: options, 395,823] shares subject to restricted stock [removed: units or] [added: units, and 427,631 shares subject to] performance share awards.
| 2020 Share and Incentive Plan | | | 1,778,147 | | | (1) | | | $ | 62.97 | | (2) | | | 3,753,494 | | | (3) | | |
| Total | | | 2,118,854 | | | | | | $ | 57.37 | | (2) | | | 3,753,494 | | | | | |
| 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 | | | | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required under this item is contained in our Proxy Statement for our [removed: 2025] [added: 2026] annual general meeting of shareholders under the captions “Proposal 1 Re-Elect Director Nominees - Director Independence” and “Corporate Governance - Other Governance Policies and Practices - Policies and Procedures Regarding Related Person Transactions” and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required under this item is contained in our Proxy Statement for our [removed: 2025] [added: 2026] annual general meeting of shareholders under the caption “Proposal 3 Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP 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.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
24 rewritten, 2 added, 5 removed, 94 unchanged
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]
Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/77360/000110465921151404/tm2135751d1_ex4-1.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/77360/000110465925044512/tm2512937d1_ex4-1.htm)] | | | | | | [added: Second] Amended and Restated Credit Agreement, dated as of [removed: December 16, 2021,] [added: May 5, 2025,] 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 [removed: December 20, 2021] [added: May 5, 2025] (File No. 001-11625)). | | |
| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/amendmentno1tocreditagre.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/77360/000110465922076355/tm2219016d10_ex4-1.htm)] | | | | | | Amendment No. 1, dated as of [removed: December 23,] [added: June 30,] 2022, to [removed: Amended and Restated Credit] [added: Loan] Agreement, [removed: dated as of December 16, 2021,] among Pentair plc, Pentair Finance S.à r.l., [removed: Pentair, Inc.] and the lenders and agents party thereto (Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] of Pentair plc [removed: for] [added: filed with] the [removed: year ended December 31,] [added: Commission on June 30,] 2022 (File No. 001-11625)). | | |
| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)] [added: [4.1](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](https://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex44.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/77360/000110465919037009/a19-10746_8ex4d2.htm)] | | | | | | [removed: Third] [added: Sixth] Supplemental Indenture, dated as of [removed: September 16, 2015,] [added: June 21, 2019,] among Pentair Finance [removed: S.A.] [added: 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 [removed: 4.4] [added: 4.2] to the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: September 16, 2015] [added: June 21, 2019] (File No. 001-11625)). | | |
| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit43fifthsupplemental.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/77360/000007736020000031/exhibit42seventhsupple.htm)] | | | | | | [removed: Fifth] [added: Seventh] Supplemental Indenture, dated as of [removed: May 26, 2017,] [added: June 22, 2020,] among Pentair Finance [removed: S.A.,] [added: S.à r.l. (as Issuer),] Pentair [removed: plc,] [added: plc (as Parent and Guarantor),] Pentair Investments Switzerland GmbH [added: (as Guarantor)] and U.S. Bank National [removed: Association, as trustee] [added: Association (as Trustee)] (Incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of Pentair plc filed with the Commission on [removed: May 31, 2017] [added: July 23, 2020] (File No. 001-11625)). | | |
| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/77360/000110465919037009/a19-10746_8ex4d2.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/77360/000110465922078363/tm2220547d1_ex4-3.htm)] | | | | | | [removed: Sixth] [added: Eighth] Supplemental Indenture, dated as of [removed: June 21, 2019,] [added: July 8, 2022,] among Pentair Finance S.à [removed: r.l. (as Issuer),] [added: r.l.,] Pentair plc [removed: (as Parent] and [removed: Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and] U.S. Bank [added: Trust Company,] National [removed: Association (as Trustee)] [added: Association, as trustee] (Incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: June 21, 2019] [added: July 8, 2022] (File No. 001-11625)). | | |
| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/77360/000007736020000031/exhibit42seventhsupple.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/77360/000110465922038083/tm2210380d1_ex4-1.htm)] | | | | | | [removed: Seventh Supplemental Indenture,] [added: Loan Agreement,] dated as of [removed: June 22, 2020,] [added: March 24, 2022,] among Pentair [added: plc, Pentair] Finance S.à [removed: r.l. (as Issuer), Pentair plc (as Parent] [added: r.l.,] and [removed: Guarantor), Pentair Investments Switzerland GmbH (as Guarantor)] [added: the lenders] and [removed: U.S. Bank National Association (as Trustee)] [added: agents party thereto] (Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] of Pentair plc filed with the Commission on [removed: July 23, 2020] [added: March 25, 2022] (File No. 001-11625)). | | |
| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex411descriptionofsecuriti.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex47descriptionofsecuritie.htm)] | | | | | | Description of Securities. | | |
| [10.5](https://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10320180630.htm) | | | | | | Form of Key Executive Employment and Severance Agreement for [removed: 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)).* | | |
| [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, [removed: Karla C. Robertson,] Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti and Stephen J. 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)).* | | |
| [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, [removed: 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. 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: [19](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex19insidertradingpolicy.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex24powerofattorney2025.htm)] | | | | | | [removed: Insider Trading Policy.] [added: Power of attorney.] | | |
| [removed: [21](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex21pentairplcsubsidiaries.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex21pentairplcsubsidiaries.htm)] | | | | | | List of Pentair plc subsidiaries. | | |
| [removed: [22](https://www.sec.gov/Archives/edgar/data/77360/000007736022000041/ex22guarantorsubsidiariesq.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/77360/000007736025000047/ex22guarantorsubsidiariesq.htm)] | | | | | | List of Guarantors and Subsidiary Issuers of Guaranteed Securities. (Incorporated by reference to Exhibit 22 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended September 30, [removed: 2022] [added: 2025] (File No. 001-11625)). | | |
| [removed: [23](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex23consentofregisteredpub.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex23consentofregisteredpub.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP. | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex311ceocertification2024.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex311ceocertification2025.htm)] | | | | | | Certification of Chief Executive Officer. | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex312cfocertification2024.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex312cfocertification2025.htm)] | | | | | | Certification of Chief Financial Officer. | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex321ceocertification2024.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex321ceocertification2025.htm)] | | | | | | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex322cfocertification2024.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/77360/000007736026000007/ex322cfocertification2025.htm)] | | | | | | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | |
| 101 | | | | | | The following materials from Pentair plc’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (ii) the Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (iii) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (v) the Notes to the Consolidated Financial Statements, and (vi) the information included in Part I, Item IC, Part II, Item 9B(b) and Part III, Item 10. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | | |
| [10.27](https://www.sec.gov/Archives/edgar/data/77360/000007736025000047/ex101formofkeesaforlancebo.htm) | | | | | | Form of Key Executive Employment and Severance Agreement for Lance Bonner (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended September 30, 2025 (File No. 001-11625)).* | | |
| [19](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex19insidertradingpolicy.htm) | | | | | | Insider Trading Policy (Incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2024 (File No. 001-11625)). | | |
| | | | | | | | | |
| [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)). | | |
| [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)). | | |
| [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)). | | |
| [24](https://www.sec.gov/Archives/edgar/data/77360/000007736025000006/ex24powerofattorney2024.htm) | | | | | | Power of attorney. | | |
Item 16. FORM 10-K SUMMARY
5 rewritten, 4 added, 3 removed, 45 unchanged
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: 25, 2025.][added: 24, 2026.]
| | | | | | | Executive Vice [removed: President, Chief Financial Officer] [added: President] and Chief [removed: Accounting] [added: Financial] Officer | | |
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: 25, 2025.][added: 24, 2026.]
| /s/ Robert P. Fishman | | | | | | Executive Vice [removed: President, Chief Financial Officer] [added: President] and Chief [removed: Accounting] [added: Financial] Officer | | |
| Tracey [added: C.] Doi | | | | | | | | |
| /s/ Jennifer M. Hensley | | | | | | Senior Vice President, Chief Accounting Officer and Controller | | |
| Jennifer M. Hensley | | | | | | | | |
| *By | | | /s/ Lance T. Bonner | | | | | | | | |
| | | | Lance T. Bonner | | | | | | | | |
| | | | | | | | | |
| *By | | | /s/ Karla C. Robertson | | | | | | | | |
| | | | Karla C. Robertson | | | | | | | | |