Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Three months ended
In millions, except per-share dataMarch 31, 2026March 31, 2025
Net sales$1,036.7$1,010.4
Cost of goods sold603.3607.1
Gross profit433.4403.3
Selling, general and administrative198.9176.6
Research and development24.523.6
Operating income210.0203.1
Other expense
Net interest expense20.119.7
Other expense0.50.5
Income from continuing operations before income taxes189.4182.9
Provision for income taxes28.628.0
Net income from continuing operations160.8154.9
Income from discontinued operations, net of tax11.6—
Net income$172.4$154.9
Comprehensive income, net of tax
Net income$172.4$154.9
Changes in cumulative translation adjustment(12.0)24.6
Changes in market value of derivative financial instruments, net of tax18.6(21.6)
Comprehensive income$179.0$157.9
Earnings per ordinary share
Basic
Continuing operations$0.99$0.94
Discontinued operations0.07—
Basic earnings per ordinary share$1.06$0.94
Diluted
Continuing operations$0.98$0.93
Discontinued operations0.07—
Diluted earnings per ordinary share$1.05$0.93
Weighted average ordinary shares outstanding
Basic162.5164.9
Diluted163.7166.3

See accompanying notes to condensed consolidated financial statements.

Pentair plc and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

March 31, 2026December 31, 2025
In millions, except per-share data
Assets
Current assets
Cash and cash equivalents$67.7$101.6
Accounts receivable, net of allowances of $6.0 and $6.8, respectively913.7673.2
Inventories642.0632.6
Other current assets139.6134.4
Total current assets1,763.01,541.8
Property, plant and equipment, net377.1376.8
Other assets
Goodwill3,524.73,538.1
Intangibles, net1,056.11,073.3
Other non-current assets351.1338.8
Total other assets4,931.94,950.2
Total assets$7,072.0$6,868.8
Liabilities and Equity
Current liabilities
Accounts payable$332.5$301.5
Employee compensation and benefits94.5120.1
Other current liabilities512.5537.7
Total current liabilities939.5959.3
Other liabilities
Long-term debt1,944.31,638.6
Pension and other post-retirement compensation and benefits58.258.8
Deferred tax liabilities45.747.5
Other non-current liabilities274.2295.4
Total liabilities3,261.92,999.6
Commitments and contingencies (Note 15)
Equity
Ordinary shares $0.01 par value, 426.0 authorized, 161.6 and 163.2 issued at March 31, 2026 and December 31, 2025, respectively1.71.7
Additional paid-in capital1,118.61,313.1
Retained earnings2,951.42,822.6
Accumulated other comprehensive loss(261.6)(268.2)
Total equity3,810.13,869.2
Total liabilities and equity$7,072.0$6,868.8

See accompanying notes to condensed consolidated financial statements.

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three months ended
In millionsMarch 31, 2026March 31, 2025
Operating activities
Net income$172.4$154.9
Income from discontinued operations, net of tax(11.6)—
Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities
Equity income of unconsolidated subsidiaries(0.5)(0.4)
Depreciation14.614.8
Amortization15.714.2
Deferred income taxes1.811.5
Share-based compensation15.712.6
Asset impairment and write-offs—5.2
Changes in assets and liabilities, net of effects of business acquisitions
Accounts receivable(243.0)(261.6)
Inventories(11.5)(3.5)
Other current assets(6.6)(12.5)
Accounts payable33.523.8
Employee compensation and benefits(24.5)(24.3)
Other current liabilities(23.7)22.6
Other non-current assets and liabilities0.33.8
Net cash used for operating activities(67.4)(38.9)
Investing activities
Capital expenditures(18.5)(16.8)
Proceeds from sale of property and equipment0.2—
Net cash used for investing activities(18.3)(16.8)
Financing activities
Net repayments of short-term borrowings—(9.3)
Net borrowings of revolving long-term debt304.9196.2
Shares issued to employees, net of shares withheld(10.2)(8.6)
Repurchases of ordinary shares(200.0)(50.0)
Dividends paid(44.1)(41.2)
Net cash provided by financing activities50.687.1
Effect of exchange rate changes on cash and cash equivalents1.2(9.5)
Change in cash and cash equivalents(33.9)21.9
Cash and cash equivalents, beginning of period101.6118.7
Cash and cash equivalents, end of period$67.7$140.6

See accompanying notes to condensed consolidated financial statements.

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

In millionsOrdinary sharesAdditional paid-in capitalRetained earningsAccumulated other comprehensive (loss) incomeTotal
NumberAmount
Balance - December 31, 2025163.2$1.7$1,313.1$2,822.6$(268.2)$3,869.2
Net income———172.4—172.4
Other comprehensive income, net of tax————6.66.6
Dividends declared, $0.27 per share———(43.6)—(43.6)
Share repurchases(2.0)—(200.0)——(200.0)
Exercise of options, net of shares tendered for payment——1.1——1.1
Issuance of restricted shares, net of cancellations0.5—————
Shares surrendered by employees to pay taxes(0.1)—(11.3)——(11.3)
Share-based compensation——15.7——15.7
Balance - March 31, 2026161.6$1.7$1,118.6$2,951.4$(261.6)$3,810.1
In millionsOrdinary sharesAdditional paid-in capitalRetained earningsAccumulated other comprehensive (loss) incomeTotal
NumberAmount
Balance - December 31, 2024164.8$1.7$1,501.7$2,336.1$(276.6)$3,562.9
Net income———154.9—154.9
Other comprehensive income, net of tax————3.03.0
Dividends declared, $0.25 per share———(41.2)—(41.2)
Share repurchases(0.6)—(50.0)——(50.0)
Exercise of options, net of shares tendered for payment——0.6——0.6
Issuance of restricted shares, net of cancellations0.4—————
Shares surrendered by employees to pay taxes(0.1)—(9.2)——(9.2)
Share-based compensation——12.6——12.6
Balance - March 31, 2025164.5$1.7$1,455.7$2,449.8$(273.6)$3,633.6

See accompanying notes to condensed consolidated financial statements.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

**1.**Basis of Presentation and Responsibility for Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of Pentair plc and its subsidiaries (“we,” “us,” “our,” or “Pentair”) have been prepared following the requirements of the United States (“U.S.”) Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) can be condensed or omitted.

We are responsible for the unaudited condensed consolidated financial statements included in this document. The financial statements include all normal recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. As these are condensed financial statements, one should also read our consolidated financial statements and notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.

Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business. As a result of this reorganization, our legacy residential and irrigation flow business moved from our Flow segment into our Water Solutions segment. The Pool segment remains unchanged. The applicable prior period amounts related to this change have been retrospectively reclassified to conform to the new composition. These changes have no impact on the Company’s historical consolidated financial performance or results of operations.

Our fiscal year ends on December 31. We report our interim quarterly periods on a calendar quarter basis.

**2.**Revenue

We disaggregate our revenue from contracts with customers by reportable segment, geographic location and vertical market, as we believe these best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Refer to Note 14 for revenue disaggregated by reportable segment.

Geographic net sales information, based on geographic destination of the sale, was as follows:

Three months ended
In millionsMarch 31, 2026March 31, 2025
U.S.$730.9$724.7
Western Europe129.8122.6
Developing (1)108.5109.2
Other Developed (2)67.553.9
Consolidated net sales$1,036.7$1,010.4
(1) Developing primarily includes China, Latin America, the Middle East and Southeast Asia.
(2) Other Developed primarily includes Australia and Canada.

Vertical market net sales information was as follows:

Three months ended
In millionsMarch 31, 2026March 31, 2025
Residential$566.4$580.4
Commercial274.6244.2
Industrial195.7185.8
Consolidated net sales$1,036.7$1,010.4

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Performance obligations

As of March 31, 2026, we had $123.3 million of remaining performance obligations on contracts with an original expected duration of one year or more. We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 18 months.

Contract assets and liabilities

Contract assets and liabilities consisted of the following:

In millionsMarch 31, 2026December 31, 2025$ Change% Change
Contract assets$52.5$53.9$(1.4)(2.6)%
Contract liabilities43.942.81.12.6%
Net contract assets$8.6$11.1$(2.5)(22.5)%

The $2.5 million decrease in net contract assets from December 31, 2025 to March 31, 2026 was primarily the result of timing of milestone payments. Approximately 60% of our contract liabilities at December 31, 2025 were recognized in revenue in the first quarter of 2026.

3. Share Plans

Total share-based compensation expense for the three months ended March 31, 2026 and 2025 was as follows:

Three months ended
In millionsMarch 31, 2026March 31, 2025
Restricted stock units$3.9$3.3
Stock options2.62.6
Performance share units9.26.7
Total share-based compensation expense$15.7$12.6

In the first quarter of 2026, we issued our annual share-based compensation grants under the Pentair plc 2020 Share and Incentive Plan to eligible employees. The total number of awards issued was approximately 0.4 million, of which 0.2 million were restricted stock units (“RSUs”), 0.1 million were stock options and 0.1 million were performance share units (“PSUs”). The weighted-average grant date fair value of the RSUs, stock options and PSUs issued was $99.59, $37.31 and $103.78, respectively.

We estimated the fair value of each stock option award issued in the annual share-based compensation grant using a Black-Scholes option pricing model, modified for dividends and using the following assumptions:

2026 Annual Grant
Risk-free interest rate3.67%
Expected dividend yield1.01%
Expected share price volatility32.00%
Expected term (years)6.7

These estimates require us to make assumptions based on historical results, observance of trends in our share price, changes in option exercise behavior, future expectations and other relevant factors. If other assumptions had been used, share-based compensation expense, as calculated and recorded under the accounting guidance, could have been affected. We based the expected life assumption on historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected share price volatility, we considered a rolling average of historical volatility measured over a period approximately equal to the expected option term. The risk-free interest rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

4. Restructuring and Transformation Program

We have a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes (the “Transformation Program”). The Transformation Program is structured in multiple phases and is expected to empower us to work more efficiently and optimize our business to better serve our customers while meeting our financial objectives.

During the three months ended March 31, 2026, we initiated and continued execution of activities associated with our Transformation Program as well as initiated and continued certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. Restructuring and Transformation Program initiatives included a reduction in hourly and salaried headcount of approximately 50 employees during the three months ended March 31, 2026.

Restructuring and transformation-related costs included within Cost of goods sold and Selling, general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Income included the following:

Three months ended
In millionsMarch 31, 2026March 31, 2025
Restructuring Initiatives
Severance and related costs$13.2$8.3
Other restructuring costs and related adjustments (1)0.51.4
Total restructuring costs13.79.7
Transformation Program
Asset impairment and write-offs—5.2
Other transformation costs (2)11.59.1
Total transformation costs11.514.3
Total restructuring and transformation costs$25.2$24.0
(1) Other restructuring costs and related adjustments primarily consist of certain accruals and related refinements as well as various contract termination costs.
(2) Other transformation costs primarily consist of professional services and project management related costs.

Restructuring and transformation costs by reportable segment as well as Corporate and other were as follows:

Three months ended
In millionsMarch 31, 2026March 31, 2025
Flow$1.5$7.0
Water Solutions5.55.9
Pool1.13.2
Corporate and other17.17.9
Total restructuring and transformation costs$25.2$24.0

Activity related to accrued severance and related costs associated with restructuring and transformation activities recorded in Other current liabilities in the Condensed Consolidated Balance Sheets is summarized as follows for the three months ended March 31, 2026:

In millionsMarch 31, 2026
Beginning balance$14.0
Costs incurred13.2
Cash payments and other(6.6)
Ending balance$20.6

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

5. Earnings Per Share

Basic and diluted earnings per share were calculated as follows:

Three months ended
In millions, except per-share dataMarch 31, 2026March 31, 2025
Net income$172.4$154.9
Net income from continuing operations$160.8$154.9
Weighted average ordinary shares outstanding
Basic162.5164.9
Dilutive impact of stock options, restricted stock units and performance share units1.21.4
Diluted163.7166.3
Earnings per ordinary share
Basic
Continuing operations$0.99$0.94
Discontinued operations0.07—
Basic earnings per ordinary share$1.06$0.94
Diluted
Continuing operations$0.98$0.93
Discontinued operations0.07—
Diluted earnings per ordinary share$1.05$0.93
Anti-dilutive stock options excluded from the calculation of diluted earnings per share0.20.2

6. Accounts Receivable

All trade receivables are reported on our Condensed Consolidated Balance Sheets at the outstanding principal amount adjusted for any allowance for credit losses and write-offs, net of recoveries. We record an allowance for credit losses, reducing our receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for credit losses are based on current trends, aging of accounts receivable, periodic credit evaluations of our customers’ financial condition, and historical collection experience as well as reasonable and supportable forecasts of future economic conditions. We review our allowance for credit losses on a quarterly basis. Write-offs are recorded at the time all collection efforts have been exhausted. We generally do not require collateral.

Activity related to our allowance for credit losses is summarized as follows for the three months ended March 31, 2026:

In millionsMarch 31, 2026
Beginning balance$6.8
Bad debt benefit(0.8)
Write-offs, net of recoveries(0.2)
Other (1)0.2
Ending balance$6.0
(1) Other amounts are primarily the effects of changes in currency translation and the impact of allowance for credits.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

7. Supplemental Balance Sheet Information

In millionsMarch 31, 2026December 31, 2025
Inventories
Raw materials and supplies$328.3$311.7
Work-in-process95.188.8
Finished goods218.6232.1
Total inventories$642.0$632.6
Other current assets
Cost in excess of billings$52.5$53.9
Prepaid expenses78.066.2
Other current assets9.114.3
Total other current assets$139.6$134.4
Property, plant and equipment, net
Land and land improvements$33.2$33.2
Buildings and leasehold improvements241.5241.2
Machinery and equipment704.0702.7
Capitalized software100.298.2
Construction in progress51.245.1
Total property, plant and equipment1,130.11,120.4
Accumulated depreciation and amortization753.0743.6
Total property, plant and equipment, net$377.1$376.8
Other non-current assets
Right-of-use lease assets$125.5$115.3
Deferred income taxes131.3134.2
Deferred compensation plan assets31.832.3
Other non-current assets62.557.0
Total other non-current assets$351.1$338.8
Other current liabilities
Dividends payable$43.6$44.1
Accrued warranty71.369.8
Accrued rebates and incentives148.0180.3
Accrued freight17.214.9
Billings in excess of cost35.537.4
Current lease liability29.028.5
Income taxes payable30.826.8
Accrued restructuring20.614.0
Interest payable12.722.5
Other current liabilities103.899.4
Total other current liabilities$512.5$537.7
Other non-current liabilities
Long-term lease liability$108.3$98.8
Income taxes payable6.58.5
Self-insurance liabilities52.852.8
Deferred compensation plan liabilities31.832.3
Foreign currency and interest rate contract liabilities51.069.0
Other non-current liabilities23.834.0
Total other non-current liabilities$274.2$295.4

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

8. Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill by reportable segment were as follows:

In millionsDecember 31, 2025Reallocation (1)January 1, 2026Foreign Currency TranslationMarch 31, 2026
Flow$967.5$(326.3)$641.2$(7.4)$633.8
Water Solutions1,407.1326.31,733.4(6.0)1,727.4
Pool1,163.5—1,163.5—1,163.5
Total goodwill$3,538.1$—$3,538.1$(13.4)$3,524.7

(1) In the first quarter of 2026, we reorganized the composition of our reportable segments, as disclosed in Note 1, which resulted in a change to our reporting unit structure. A quantitative assessment was performed for the impacted reporting units, using the income and market approaches. The estimated fair values of the impacted reporting units significantly exceeded the carrying values, and therefore, no impairment charge was recorded. As a result of the assessment, we reallocated $44.2 million of goodwill from the Flow segment to the Water Solutions segment based on the relative fair values of the impacted reporting units. In addition, $282.1 million was reallocated from the Flow segment to the Water Solutions segment prospectively to conform to the new segment composition.

Identifiable intangible assets consisted of the following:

March 31, 2026December 31, 2025
In millionsCostAccumulated amortizationNetCostAccumulated amortizationNet
Definite-life intangibles
Customer relationships$1,158.7$(396.0)$762.7$1,166.0$(389.4)$776.6
Proprietary technology and patents82.3(43.2)39.182.4(41.6)40.8
Total definite-life intangibles1,241.0(439.2)801.81,248.4(431.0)817.4
Indefinite-life intangibles
Trade names254.3—254.3255.9—255.9
Total intangibles$1,495.3$(439.2)$1,056.1$1,504.3$(431.0)$1,073.3

Identifiable intangible asset amortization expense was $15.7 million and $14.2 million for the three months ended March 31, 2026 and 2025, respectively.

Estimated future amortization expense for identifiable intangible assets during the remainder of 2026 and the next five years is as follows:

Q2 - Q4
202620272028202920302031
Estimated amortization expense$45.8$60.2$57.6$57.2$56.6$56.4

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

9. Debt

Debt and the average interest rates on debt outstanding were as follows:

In millionsAverage interest rate as of March 31, 2026Maturity YearMarch 31, 2026December 31, 2025
Revolving credit facility (Senior Credit Facility)4.800%2030$582.6$277.7
Term Loan Facility5.022%2027575.0575.0
Senior notes - fixed rate (1)4.500%2029400.0400.0
Senior notes - fixed rate (1)5.900%2032400.0400.0
Unamortized debt issuance costs and discountsN/AN/A(13.3)(14.1)
Total debt$1,944.3$1,638.6
(1) Senior notes are guaranteed as to payment by Pentair plc.

Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, which was amended and restated in May 2025, providing for a $900.0 million senior unsecured revolving credit facility. The Senior Credit Facility has a maturity date of May 5, 2030. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.

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

In addition, Pentair and PFSA are parties to a senior unsecured term loan facility (the “Term Loan Facility”), with PFSA, as borrower, Pentair, as guarantor, providing for an aggregate principal amount of $1.0 billion. The Term Loan Facility has a maturity date of July 28, 2027, with required quarterly installment payments of $6.3 million which began on the last day of the third quarter of 2023 and increased to $12.5 million on the last day of the third quarter of 2024. During 2024, PFSA repaid the remaining $162.5 million of quarterly installments on the Term Loan Facility, such that PFSA is not required to make any further quarterly installment payments. As of March 31, 2026, the remaining obligation of $575.0 million matures on July 28, 2027. The Term Loan Facility bears interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, or adjusted daily simple secured overnight financing rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.

Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility and the Term Loan Facility. The Senior Credit Facility and the Term Loan Facility contain covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter. For purposes of the Leverage Ratio, the Senior Credit Facility and the Term Loan Facility provide for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.

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

We have no debt obligations maturing in the next twelve months.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Debt outstanding, excluding unamortized issuance costs and discounts, at March 31, 2026 matures on a calendar year basis as follows:

Q2 - Q4
In millions202620272028202920302031ThereafterTotal
Contractual debt obligation maturities$—$575.0$—$400.0$582.6$—$400.0$1,957.6

10. Derivatives and Financial Instruments

Derivative financial instruments

We are exposed to market risk related to changes in foreign currency exchange rates and interest rates on our variable rate indebtedness. To manage the volatility related to these exposures, we periodically enter into a variety of derivative financial instruments. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates or variable interest rates. The derivative contracts contain credit risk to the extent that our bank counterparties may be unable to meet the terms of the agreements. The amount of such credit risk is generally limited to the unrealized gains, if any, in such contracts. Such risk is minimized by limiting those counterparties to major financial institutions of high credit quality.

Foreign currency contracts

We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. We manage our economic and transaction exposure to certain market-based risks through the use of foreign currency derivative financial instruments. Our objective in holding these derivatives is to reduce the volatility of net earnings and cash flows associated with changes in foreign currency exchange rates. The majority of our foreign currency contracts have an original maturity date of less than one year.

At March 31, 2026 and December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $55.2 million and $23.2 million, respectively. The impact of these contracts on the Condensed Consolidated Statements of Operations and Comprehensive Income was not material for any period presented.

Cross currency swaps

At March 31, 2026 and December 31, 2025, we had outstanding cross currency swap agreements with a combined notional amount of $1.0 billion and $1.1 billion, respectively. The agreements are accounted for as either cash flow hedges, to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. We had deferred foreign currency losses of $49.6 million and $68.0 million at March 31, 2026 and December 31, 2025, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity. The periodic interest settlements related to our cross currency swap agreements are classified as operating activities. The cash flows that relate to principal balances are classified as financing activities for the cash flow hedges on intercompany debt and investing activities for the net investment hedges.

Hedging of variable interest rates

We manage our exposure to certain interest rate risks related to our variable-rate debt through the use of interest rate swaps and collars. We enter into these agreements to hedge the variability of interest expense and cash flows attributable to changes in interest rates of our variable-rate debt. As of March 31, 2026, 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. The interest rate swaps expired on April 15, 2026.

Unrealized gains and losses related to the fair value of the interest rate swaps are recorded in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets. At March 31, 2026, there were no unrealized gains or losses associated with our interest rate swap and collar activity. At December 31, 2025, we had an unrealized loss of $0.2 million, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity. The periodic interest settlements related to our interest rate swaps and collars are classified as operating activities.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

Level 1:Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets.
Level 2:Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3:Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Fair value of financial instruments

The following methods were used to estimate the fair values of each class of financial instrument:

  • short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;

  • long-term fixed-rate debt, including current maturities — fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined above;

  • foreign currency contracts, interest rate swap and collar agreements — fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are inputs that are classified as Level 2 in the valuation hierarchy defined above;

  • deferred compensation plan assets (mutual funds and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) — fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined above; and

  • contingent earn-out liabilities — fair value is generally established using a probability-weighted discounted income approach to convert future estimated cash flows to a single present value amount. The related inputs are classified as Level 3 in the valuation hierarchy defined above.

The recorded amounts and estimated fair values of total debt, excluding unamortized issuance costs and discounts, were as follows:

March 31, 2026December 31, 2025
In millionsRecorded AmountFair ValueRecorded AmountFair Value
Variable rate debt$1,157.6$1,157.6$852.7$852.7
Fixed rate debt800.0814.9800.0828.2
Total debt$1,957.6$1,972.5$1,652.7$1,680.9

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Financial assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows:

March 31, 2026
In millionsLevel 1Level 2Level 3Total
Recurring fair value measurements
Foreign currency contract assets$—$5.6$—$5.6
Foreign currency contract liabilities—(51.0)—(51.0)
Deferred compensation plan assets31.8——31.8
Contingent earn-out liabilities——(8.0)(8.0)
Total recurring fair value measurements$31.8$(45.4)$(8.0)$(21.6)
December 31, 2025
In millionsLevel 1Level 2Level 3Total
Recurring fair value measurements
Interest rate contract liabilities$—$(0.2)$—$(0.2)
Foreign currency contract liabilities—(68.8)—(68.8)
Deferred compensation plan assets32.3——32.3
Contingent earn-out liabilities——(8.0)(8.0)
Total recurring fair value measurements$32.3$(69.0)$(8.0)$(44.7)
Nonrecurring fair value measurements (1)

(1) During the year ended December 31, 2025, we recorded an impairment charge on a definite-lived customer relationship intangible asset of $30.9 million. We determined the value using unobservable inputs and wrote the balance of the definite-lived intangible asset to zero. The impairment charge was recorded in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Income.

In December 2024, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”). In conjunction with the acquisition, we recorded an estimated fair value of $8.0 million of contingent earn-out liabilities, which are considered Level 3 under our fair value hierarchy. The recorded fair value of the associated contingent earn-out liabilities was reviewed as of March 31, 2026, with no change in fair value. The fair value of the contingent earn-out liabilities will be re-measured for each reporting period until resolution of the contingent earn-out payments, and any resulting changes to fair value would be recorded in earnings.

11. Income Taxes

We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The effective income tax rate for the three months ended March 31, 2026 was 15.1%, compared to 15.3% for the three months ended March 31, 2025. We continue to actively pursue initiatives to reduce our effective tax rate. The tax rate in any quarter can be affected positively or negatively by the mix of global earnings or adjustments that are required to be reported in the specific quarter of resolution.

The total gross liability for uncertain tax positions was $6.5 million and $6.7 million at March 31, 2026 and December 31, 2025, respectively. We record penalties and interest related to unrecognized tax benefits in Provision for income taxes and Net interest expense, respectively, on the Condensed Consolidated Statements of Operations and Comprehensive Income, which is consistent with our past practices.

The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. For the three months ended March 31, 2026 and March 31, 2025, the impact of Pillar Two on our condensed consolidated financial statements was not material.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

12. Benefit Plans

Components of net periodic benefit expense for our pension plans for the three months ended March 31, 2026 and 2025 were as follows:

Three months ended
In millionsMarch 31, 2026March 31, 2025
Service cost$0.4$0.3
Interest cost0.91.0
Expected return on plan assets(0.2)(0.2)
Net periodic benefit expense$1.1$1.1

Components of net periodic benefit expense for our other post-retirement plans for the three months ended March 31, 2026 and 2025 were not material.

13. Shareholders’ Equity

Share repurchases

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 authorization expires on December 31, 2028. During the three months ended March 31, 2026, we repurchased 2.0 million of our ordinary shares for $200.0 million. As of March 31, 2026, we had $800.0 million available for share repurchases under this authorization.

Dividends payable

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

14. Segment Information

We classify our operations into three reportable segments:

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

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

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

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

We evaluate performance based on net sales and reportable segment income and use certain ratios, particularly return on sales, to measure performance of our reportable segments. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Reportable segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items. “Corporate and other” activity primarily consists of corporate expenses not allocated to the segments, including executive office, board of directors, and centrally-managed corporate functional or shared service costs related to finance, human resources, communications and corporate development. These activities do not meet the criteria for a stand-alone reportable segment under accounting standards codification (“ASC”) 280. The accounting policies of our reportable segments are consistent with those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025.

Financial information by reportable segment as well as a reconciliation of reportable segment income to consolidated income from continuing operations before income taxes is as follows:

March 31, 2026December 31, 2025
In millionsIdentifiable assets (1)
Flow$1,315.0$1,640.2
Water Solutions3,292.82,900.9
Pool2,115.41,884.3
Reportable segment total6,723.26,425.4
Corporate and other348.8443.4
Consolidated$7,072.0$6,868.8

(1) All cash and cash equivalents are included in “Corporate and other.”

Three months ended
March 31, 2026March 31, 2025
In millionsCapital expenditures
Flow$2.8$2.9
Water Solutions4.83.7
Pool7.46.4
Reportable segment total15.013.0
Corporate and other3.53.8
Consolidated$18.5$16.8
Three months ended
March 31, 2026March 31, 2025
In millionsDepreciation
Flow$3.6$3.7
Water Solutions5.45.5
Pool3.73.1
Reportable segment total12.712.3
Corporate and other1.92.5
Consolidated$14.6$14.8

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Three months ended March 31, 2026
In millionsFlowWater SolutionsPoolTotal
Net sales$258.1$391.0$387.1$1,036.2
Reconciliation of consolidated net sales
Corporate and other0.5
Total consolidated net sales$1,036.7
Cost of goods sold (1)(3)(157.9)(233.4)(211.2)
Operating expenses (1)(2)(3)(39.0)(57.7)(47.8)
Reportable segment income$61.2$99.9$128.1$289.2
Corporate and other(30.1)
Restructuring and other(21.4)
Transformation costs(11.5)
Intangible amortization(15.7)
Interest expense, net(20.1)
Other expense(1.0)
Income from continuing operations before income taxes$189.4
Three months ended March 31, 2025
In millionsFlowWater SolutionsPoolTotal
Net sales$232.6$393.5$383.9$1,010.0
Reconciliation of consolidated net sales
Corporate and other0.4
Total consolidated net sales$1,010.4
Cost of goods sold (1)(3)(147.2)(239.4)(213.8)
Operating expenses (1)(2)(3)(35.2)(60.0)(44.1)
Reportable segment income$50.2$94.1$126.0$270.3
Corporate and other(27.8)
Restructuring and other(10.5)
Transformation costs(9.1)
Asset impairment and write-offs(5.2)
Intangible amortization(14.2)
Interest expense, net(19.7)
Other expense(0.9)
Income from continuing operations before income taxes$182.9

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker which includes certain corporate overhead allocations directly attributable to each of the segments.

(2) Operating expenses include selling, general, administrative, research and development costs which primarily consist of non-manufacturing employee compensation, non-manufacturing overhead and professional service costs as well as depreciation expense.

(3) These costs exclude certain expenses reported in the Condensed Consolidated Statements of Operations and Comprehensive Income, including costs that are reflected in "Corporate and other” and expenses excluded from reportable segment income as defined above.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

15. Commitments and Contingencies

Warranties

We provide service and warranty policies on our products. Liability under service and warranty policies is based upon a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience warrant.

The changes in the carrying amount of service and product warranties from continuing operations for the three months ended March 31, 2026 were as follows:

In millionsMarch 31, 2026
Beginning balance$69.8
Service and product warranty provision20.6
Payments(19.2)
Foreign currency translation0.1
Ending balance$71.3

Stand-by letters of credit, bank guarantees and bonds

In the ordinary course of business, we are required to commit to bonds, letters of credit and bank guarantees that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in process and in our backlog. In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.

As of March 31, 2026 and December 31, 2025, the outstanding value of bonds, letters of credit and bank guarantees totaled $115.3 million and $115.0 million, respectively.

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