Item 1. FINANCIAL STATEMENTS

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

			Three months ended									Six months ended
In millions, except per-share data			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
Net sales			$	932.6		$	1,123.1					$	1,969.3		$	2,133.5
Cost of goods sold			537.6			666.5						1,140.9			1,273.6
Gross profit			395.0			456.6						828.4			859.9
Selling, general and administrative			204.8			213.8						403.7			390.4
Research and development			23.7			25.1						48.2			48.7
Operating income			166.5			217.7						376.5			420.8
Other expense
Loss on sale of business			—			26.3						—			26.3
Net interest expense			19.4			17.9						39.5			37.6
Other expense			0.2			1.0						0.7			1.5
Income from continuing operations before income taxes			146.9			172.5						336.3			355.4
Provision for income taxes			18.3			24.0						46.9			52.0
Net income from continuing operations			128.6			148.5						289.4			303.4
Income from discontinued operations, net of tax			—			—						11.6			—
Net income			$	128.6		$	148.5					$	301.0		$	303.4
Comprehensive income, net of tax
Net income			$	128.6		$	148.5					$	301.0		$	303.4
Changes in cumulative translation adjustment			—			60.1						(12.0)			84.7
Changes in market value of derivative financial instruments, net of tax			(1.4)			(60.6)						17.2			(82.2)
Comprehensive income			$	127.2		$	148.0					$	306.2		$	305.9
Earnings per ordinary share
Basic
Continuing operations			$	0.80		$	0.90					$	1.79		$	1.84
Discontinued operations			—			—						0.07			—
Basic earnings per ordinary share			$	0.80		$	0.90					$	1.86		$	1.84
Diluted
Continuing operations			$	0.80		$	0.90					$	1.78		$	1.83
Discontinued operations			—			—						0.07			—
Diluted earnings per ordinary share			$	0.80		$	0.90					$	1.85		$	1.83
Weighted average ordinary shares outstanding
Basic			160.8			164.5						161.7			164.7
Diluted			161.6			165.7						162.6			166.0

See accompanying notes to condensed consolidated financial statements.

Pentair plc and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

			June 30, 2026			December 31, 2025
In millions, except per-share data
Assets
Current assets
Cash and cash equivalents			$	91.8		$	101.6
Accounts receivable, net of allowances of $5.4 and $6.8, respectively			482.7			673.2
Inventories			666.1			632.6
Other current assets			156.2			134.4
Total current assets			1,396.8			1,541.8
Property, plant and equipment, net			380.9			376.8
Other assets
Goodwill			3,518.3			3,538.1
Intangibles, net			1,040.6			1,073.3
Other non-current assets			375.6			338.8
Total other assets			4,934.5			4,950.2
Total assets			$	6,712.2		$	6,868.8
Liabilities and Equity
Current liabilities
Accounts payable			$	316.6		$	301.5
Employee compensation and benefits			96.3			120.1
Other current liabilities			549.8			537.7
Total current liabilities			962.7			959.3
Other liabilities
Long-term debt			1,606.0			1,638.6
Pension and other post-retirement compensation and benefits			57.4			58.8
Deferred tax liabilities			44.3			47.5
Other non-current liabilities			292.5			295.4
Total liabilities			2,962.9			2,999.6
Commitments and contingencies (Note 15)
Equity
Ordinary shares $0.01 par value, 426.0 authorized, 159.6 and 163.2 issued at June 30, 2026 and December 31, 2025, respectively			1.6			1.7
Additional paid-in capital			973.8			1,313.1
Retained earnings			3,036.9			2,822.6
Accumulated other comprehensive loss			(263.0)			(268.2)
Total equity			3,749.3			3,869.2
Total liabilities and equity			$	6,712.2		$	6,868.8

See accompanying notes to condensed consolidated financial statements.

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

			Six months ended
In millions			June 30, 2026			June 30, 2025
Operating activities
Net income			$	301.0		$	303.4
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			(1.0)			(0.4)
Depreciation			29.4			29.4
Amortization			31.4			28.5
Deferred income taxes			(2.1)			18.5
Loss on sale of business			—			26.3
Share-based compensation			19.5			21.2
Asset impairment and write-offs			—			47.0
Changes in assets and liabilities, net of effects of business acquisitions
Accounts receivable			187.0			33.4
Inventories			(36.7)			(9.9)
Other current assets			(23.9)			(27.3)
Accounts payable			18.3			39.4
Employee compensation and benefits			(22.9)			(18.9)
Other current liabilities			16.2			66.6
Other non-current assets and liabilities			(0.2)			10.5
Net cash provided by operating activities			504.4			567.7
Investing activities
Capital expenditures			(37.4)			(27.7)
Purchase of investments			—			(18.0)
Proceeds from sale of property and equipment			0.2			0.1
Other			(1.5)			0.2
Net cash used for investing activities			(38.7)			(45.4)
Financing activities
Net repayments of short-term borrowings			—			(9.2)
Net borrowings of revolving long-term debt			42.3			9.9
Proceeds from long-term debt			500.0			—
Repayments of long-term debt			(575.0)			(250.0)
Debt issuance costs			(1.2)			(2.1)
Payment of contingent consideration			(3.6)			—
Shares issued to employees, net of shares withheld			(8.9)			(10.6)
Repurchases of ordinary shares			(348.2)			(125.0)
Dividends paid			(87.5)			(82.4)
Net cash used for financing activities			(482.1)			(469.4)
Effect of exchange rate changes on cash and cash equivalents			6.6			(28.6)
Change in cash and cash equivalents			(9.8)			24.3
Cash and cash equivalents, beginning of period			101.6			118.7
Cash and cash equivalents, end of period			$	91.8		$	143.0

See accompanying notes to condensed consolidated financial statements.

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

In millions			Ordinary shares												Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) income									Total
Number			Amount
Balance - December 31, 2025			163.2			$	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			—			—												—			—			6.6									6.6
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 cancellations			0.5			—												—			—			—									—
Shares surrendered by employees to pay taxes			(0.1)			—												(11.3)			—			—									(11.3)
Share-based compensation			—			—												15.7			—			—									15.7
Balance - March 31, 2026			161.6			$	1.7											$	1,118.6		$	2,951.4		$	(261.6)								$	3,810.1
Net income			—			—												—			128.6			—									128.6
Other comprehensive loss, net of tax			—			—												—			—			(1.4)									(1.4)
Dividends declared, $0.27 per share			—			—												—			(43.1)			—									(43.1)
Share repurchases			(2.0)			(0.1)												(149.9)			—			—									(150.0)
Exercise of options, net of shares tendered for payment			0.1			—												1.6			—			—									1.6
Issuance of restricted shares, net of cancellations			(0.1)			—												—			—			—									—
Shares surrendered by employees to pay taxes			—			—												(0.3)			—			—									(0.3)
Share-based compensation			—			—												3.8			—			—									3.8
Balance - June 30, 2026			159.6			$	1.6											$	973.8		$	3,036.9		$	(263.0)								$	3,749.3

In millions			Ordinary shares									Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) income			Total
Number			Amount
Balance - December 31, 2024			164.8			$	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			—			—						—			—			3.0			3.0
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 cancellations			0.4			—						—			—			—			—
Shares surrendered by employees to pay taxes			(0.1)			—						(9.2)			—			—			(9.2)
Share-based compensation			—			—						12.6			—			—			12.6
Balance - March 31, 2025			164.5			$	1.7					$	1,455.7		$	2,449.8		$	(273.6)		$	3,633.6
Net income			—			—						—			148.5			—			148.5
Other comprehensive loss, net of tax			—			—						—			—			(0.5)			(0.5)
Dividends declared, $0.25 per share			—			—						—			(41.0)			—			(41.0)
Share repurchases			(0.7)			—						(75.0)			—			—			(75.0)
Exercise of options, net of shares tendered for payment			0.2			—						(1.7)			—			—			(1.7)
Issuance of restricted shares, net of cancellations			(0.1)			—						—			—			—			—
Shares surrendered by employees to pay taxes			—			—						(0.3)			—			—			(0.3)
Share-based compensation			—			—						8.6			—			—			8.6
Balance - June 30, 2025			163.9			$	1.7					$	1,387.3		$	2,557.3		$	(274.1)		$	3,672.2

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									Six months ended
In millions			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
U.S.			$	624.6		$	807.4					$	1,355.5		$	1,532.1
Western Europe			121.3			122.5						251.1			245.1
Developing (1)			121.7			136.0						230.2			245.2
Other Developed (2)			65.0			57.2						132.5			111.1
Consolidated net sales			$	932.6		$	1,123.1					$	1,969.3		$	2,133.5
(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									Six months ended
In millions			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
Residential			$	425.8		$	647.3					$	992.2		$	1,227.7
Commercial			306.8			280.0						581.4			524.2
Industrial			200.0			195.8						395.7			381.6
Consolidated net sales			$	932.6		$	1,123.1					$	1,969.3		$	2,133.5

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Performance obligations

As of June 30, 2026, we had $117.7 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 millions			June 30, 2026			December 31, 2025						$ Change			% Change
Contract assets			$	59.7		$	53.9					$	5.8		10.8		%
Contract liabilities			36.8			42.8						(6.0)			(14.0)		%
Net contract assets			$	22.9		$	11.1					$	11.8		106.3		%

The $11.8 million increase in net contract assets from December 31, 2025 to June 30, 2026 was primarily the result of timing of milestone payments. Approximately 85% of our contract liabilities at December 31, 2025 were recognized in revenue in the first half of 2026.

3. Share Plans

Total share-based compensation expense (benefit) for the three and six months ended June 30, 2026 and 2025 was as follows:

			Three months ended									Six months ended
In millions			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
Restricted stock units			$	3.9		$	3.9					$	7.8		$	7.2
Stock options			0.8			0.9						3.4			3.5
Performance share units			(0.9)			3.8						8.3			10.5
Total share-based compensation expense			$	3.8		$	8.6					$	19.5		$	21.2

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 rate			3.67		%
Expected dividend yield			1.01		%
Expected share price volatility			32.00		%
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 six months ended June 30, 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 initiatives included a reduction in hourly and salaried headcount of approximately 245 employees during the six months ended June 30, 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									Six months ended
In millions			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
Restructuring Initiatives
Severance and related costs			$	32.9		$	12.0					$	46.1		$	20.3
Other restructuring costs and related adjustments (1)			1.7			3.5						2.2			4.9
Total restructuring costs			34.6			15.5						48.3			25.2
Transformation Program
Asset impairment and write-offs			—			10.3						—			15.5
Other transformation costs (2)			17.5			12.5						29.0			21.6
Total transformation costs			17.5			22.8						29.0			37.1
Total restructuring and transformation costs			$	52.1		$	38.3					$	77.3		$	62.3
(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									Six months ended
In millions			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
Flow			$	3.4		$	7.7					$	4.9		$	14.7
Water Solutions			22.1			7.7						27.6			13.6
Pool			7.7			5.8						8.8			9.0
Corporate and other			18.9			17.1						36.0			25.0
Total restructuring and transformation costs			$	52.1		$	38.3					$	77.3		$	62.3

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 six months ended June 30, 2026:

In millions			June 30, 2026
Beginning balance			$	14.0
Costs incurred			46.1
Cash payments and other			(15.5)
Ending balance			$	44.6

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									Six months ended
In millions, except per-share data			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
Net income			$	128.6		$	148.5					$	301.0		$	303.4
Net income from continuing operations			$	128.6		$	148.5					$	289.4		$	303.4
Weighted average ordinary shares outstanding
Basic			160.8			164.5						161.7			164.7
Dilutive impact of stock options, restricted stock units and performance share units			0.8			1.2						0.9			1.3
Diluted			161.6			165.7						162.6			166.0
Earnings per ordinary share
Basic
Continuing operations			$	0.80		$	0.90					$	1.79		$	1.84
Discontinued operations			—			—						0.07			—
Basic earnings per ordinary share			$	0.80		$	0.90					$	1.86		$	1.84
Diluted
Continuing operations			$	0.80		$	0.90					$	1.78		$	1.83
Discontinued operations			—			—						0.07			—
Diluted earnings per ordinary share			$	0.80		$	0.90					$	1.85		$	1.83
Anti-dilutive stock options excluded from the calculation of diluted earnings per share			0.4			0.1						0.3			0.1

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 six months ended June 30, 2026:

In millions			June 30, 2026
Beginning balance			$	6.8
Bad debt benefit			(0.2)
Write-offs, net of recoveries			(1.2)
Ending balance			$	5.4

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

7. Supplemental Balance Sheet Information

In millions			June 30, 2026			December 31, 2025
Inventories
Raw materials and supplies			$	332.5		$	311.7
Work-in-process			96.8			88.8
Finished goods			236.8			232.1
Total inventories			$	666.1		$	632.6
Other current assets
Cost in excess of billings			$	59.7		$	53.9
Prepaid expenses			81.4			66.2
Other current assets			15.1			14.3
Total other current assets			$	156.2		$	134.4
Property, plant and equipment, net
Land and land improvements			$	33.5		$	33.2
Buildings and leasehold improvements			246.9			241.2
Machinery and equipment			715.2			702.7
Capitalized software			99.8			98.2
Construction in progress			51.5			45.1
Total property, plant and equipment			1,146.9			1,120.4
Accumulated depreciation and amortization			766.0			743.6
Total property, plant and equipment, net			$	380.9		$	376.8
Other non-current assets
Right-of-use lease assets			$	146.6		$	115.3
Deferred income taxes			134.4			134.2
Deferred compensation plan assets			37.4			32.3
Other non-current assets			57.2			57.0
Total other non-current assets			$	375.6		$	338.8
Other current liabilities
Dividends payable			$	43.1		$	44.1
Accrued warranty			70.4			69.8
Accrued rebates and incentives			167.5			180.3
Accrued freight			15.0			14.9
Billings in excess of cost			29.0			37.4
Current lease liability			28.1			28.5
Income taxes payable			22.8			26.8
Accrued restructuring			44.6			14.0
Interest payable			23.5			22.5
Other current liabilities			105.8			99.4
Total other current liabilities			$	549.8		$	537.7
Other non-current liabilities
Long-term lease liability			$	130.6		$	98.8
Income taxes payable			6.6			8.5
Self-insurance liabilities			54.4			52.8
Deferred compensation plan liabilities			37.4			32.3
Foreign currency and interest rate contract liabilities			49.5			69.0
Other non-current liabilities			14.0			34.0
Total other non-current liabilities			$	292.5		$	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 millions			December 31, 2025									Reallocation (1)			January 1, 2026			Foreign Currency Translation			June 30, 2026
Flow			$	967.5								$	(326.3)		$	641.2		$	(11.4)		$	629.8
Water Solutions			1,407.1									326.3			1,733.4			(8.4)			1,725.0
Pool			1,163.5									—			1,163.5			—			1,163.5
Total goodwill			$	3,538.1								$	—		$	3,538.1		$	(19.8)		$	3,518.3

(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:

			June 30, 2026												December 31, 2025
In millions			Cost			Accumulated amortization			Net						Cost			Accumulated amortization			Net
Definite-life intangibles
Customer relationships			$	1,148.1		$	(399.3)		$	748.8					$	1,166.0		$	(389.4)		$	776.6
Proprietary technology and patents			82.5			(44.2)			38.3						82.4			(41.6)			40.8
Total definite-life intangibles			1,230.6			(443.5)			787.1						1,248.4			(431.0)			817.4
Indefinite-life intangibles
Trade names			253.5			—			253.5						255.9			—			255.9
Total intangibles			$	1,484.1		$	(443.5)		$	1,040.6					$	1,504.3		$	(431.0)		$	1,073.3

Identifiable intangible asset amortization expense was $15.7 million and $14.3 million for the three months ended June 30, 2026 and 2025, and $31.4 million and $28.5 million for the six months ended June 30, 2026 and 2025, respectively.

No impairment charge was recorded for identifiable intangible assets during the three and six months ended June 30, 2026. An impairment charge of $30.9 million was recorded during the three months and six months ended June 30, 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. The impairment charge was recorded in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Income.

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

			Q3 - Q4
			2026			2027			2028			2029			2030			2031
Estimated amortization expense			$	30.1		$	60.3		$	57.9		$	57.5		$	56.9		$	56.6

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 millions			Average interest rate as of June 30, 2026			Maturity Year			June 30, 2026			December 31, 2025
Revolving credit facility (Senior Credit Facility)			4.762%			2030			$	320.0		$	277.7
Term loans (Senior Credit Facility)			4.770%			2027-2030			500.0			—
Prior Term Loan Facility			N/A			2027			—			575.0
Senior notes - fixed rate (1)			4.500%			2029			400.0			400.0
Senior notes - fixed rate (1)			5.900%			2032			400.0			400.0
Unamortized debt issuance costs and discounts			N/A			N/A			(14.0)			(14.1)
Total debt									$	1,606.0		$	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 and May 2026, providing for a $900.0 million senior unsecured revolving credit facility and a $500.0 million senior unsecured term loan facility. The revolving credit and term loan facilities have a maturity date of May 5, 2030. The term loan facility has required quarterly installment payments of $3.1 million beginning on the last day of the second quarter of 2027 and increasing to $6.3 million beginning with the last day of the second quarter of 2028. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.

As of June 30, 2026, total availability under the Senior Credit Facility was $580.0 million. Additionally, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more additional tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.

In addition, Pentair and PFSA were parties to a senior unsecured term loan facility (the “Prior Term Loan Facility”), with PFSA as borrower and Pentair as guarantor providing for an aggregate principal amount of $1.0 billion and a maturity date of July 28, 2027. In May 2026, PFSA repaid the remaining $575.0 million outstanding under the Prior Term Loan Facility using proceeds from borrowings under the amended Senior Credit Facility, and the Prior Term Loan Facility was terminated.

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

In addition to the Senior Credit Facility, we have various other credit facilities with an aggregate availability of $21.1 million, of which there were no outstanding borrowings at June 30, 2026. Borrowings under these credit facilities bear interest at variable rates.

We have $3.1 million of payments due in the next twelve months under the term loan facility of the Senior Credit Facility. We classified this debt as long-term as of June 30, 2026, as we have the intent and ability to refinance such obligation on a long-term basis utilizing the Senior Credit Facility’s revolving credit facility.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Debt outstanding, excluding unamortized issuance costs and discounts, at June 30, 2026 matures on a calendar year basis as follows:

			Q3 - Q4
In millions			2026			2027			2028			2029			2030			2031						Thereafter			Total
Contractual debt obligation maturities			$	—		$	9.4		$	21.9		$	425.0		$	763.7		$	—					$	400.0		$	1,620.0

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 June 30, 2026 and December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $57.4 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 June 30, 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 $51.1 million and $68.0 million at June 30, 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 June 30, 2026, we had an aggregate notional amount of $200.0 million in interest rate collars that are designated as cash flow hedges. The $300.0 million aggregate notional amount of interest rate swaps, previously designated as cash flow hedges, expired on April 15, 2026. As of June 30, 2026, there were no interest rate swaps outstanding.

Unrealized gains and losses related to the fair value of the interest rate swaps and collars are recorded in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets. We had an unrealized gain of $0.2 million at June 30, 2026 and an unrealized loss of $0.2 million at December 31, 2025, 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:

			June 30, 2026									December 31, 2025
In millions			Recorded Amount			Fair Value						Recorded Amount			Fair Value
Variable rate debt			$	820.0		$	820.0					$	852.7		$	852.7
Fixed rate debt			800.0			812.4						800.0			828.2
Total debt			$	1,620.0		$	1,632.4					$	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:

			June 30, 2026
In millions			Level 1			Level 2			Level 3						Total
Recurring fair value measurements
Interest rate contract assets			$	—		$	0.2		$	—					$	0.2
Foreign currency contract assets			—			5.4			—						5.4
Foreign currency contract liabilities			—			(49.5)			—						(49.5)
Deferred compensation plan assets			37.4			—			—						37.4
Contingent earn-out liabilities			—			—			(4.0)						(4.0)
Total recurring fair value measurements			$	37.4		$	(43.9)		$	(4.0)					$	(10.5)

			December 31, 2025
In millions			Level 1			Level 2			Level 3						Total
Recurring fair value measurements
Interest rate contract liabilities			$	—		$	(0.2)		$	—					$	(0.2)
Foreign currency contract liabilities			—			(68.8)			—						(68.8)
Deferred compensation plan assets			32.3			—			—						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 the fair value hierarchy. During the second quarter of 2026, we made the first earn-out period payment and reduced the contingent earn-out liability to an estimated fair value of $4.0 million. The fair value of the remaining contingent earn-out liability was reviewed as of June 30, 2026, with no further change in fair value. The fair value of the remaining contingent earn-out liability will continue to be re-measured for each reporting period until resolution of the final contingent earn-out payment, and any resulting changes to fair value would be recorded in earnings.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

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 six months ended June 30, 2026 was 13.9%, compared to 14.6% for the six months ended June 30, 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 $6.6 million and $6.7 million at June 30, 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 Organisation for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. For the six months ended June 30, 2026 and June 30, 2025, the impact of Pillar Two on our condensed consolidated financial statements was not material.

12. Benefit Plans

Components of net periodic benefit expense for our pension plans for the three and six months ended June 30, 2026 and 2025 were as follows:

			Three months ended									Six months ended
In millions			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
Service cost			$	0.4		$	0.3					$	0.8		$	0.6
Interest cost			0.9			1.0						1.8			2.0
Expected return on plan assets			(0.2)			(0.2)						(0.4)			(0.4)
Net periodic benefit expense			$	1.1		$	1.1					$	2.2		$	2.2

Components of net periodic benefit expense for our other post-retirement plans for the three and six months ended June 30, 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 six months ended June 30, 2026, we repurchased 4.0 million of our ordinary shares for $350.0 million. As of June 30, 2026, we had $650.0 million available for share repurchases under this authorization.

Dividends payable

On May 4, 2026, the Board of Directors declared a quarterly cash dividend of $0.27 per share, payable on August 7, 2026 to shareholders of record at the close of business on July 24, 2026. As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $43.1 million at June 30, 2026, compared to $44.1 million at December 31, 2025.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

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.

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:

			June 30, 2026			December 31, 2025
In millions			Identifiable assets (1)
Flow			$	1,308.9		$	1,640.2
Water Solutions			3,250.8			2,900.9
Pool			1,756.1			1,884.3
Reportable segment total			6,315.8			6,425.4
Corporate and other			396.4			443.4
Consolidated			$	6,712.2		$	6,868.8

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

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

			Three months ended									Six months ended
			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
In millions			Capital expenditures
Flow			$	3.3		$	2.2					$	6.1		$	5.1
Water Solutions			5.9			3.8						10.7			7.5
Pool			8.7			3.8						16.1			10.2
Reportable segment total			17.9			9.8						32.9			22.8
Corporate and other			1.0			1.1						4.5			4.9
Consolidated			$	18.9		$	10.9					$	37.4		$	27.7

			Three months ended									Six months ended
			June 30, 2026			June 30, 2025						June 30, 2026			June 30, 2025
In millions			Depreciation
Flow			$	3.6		$	3.6					$	7.2		$	7.3
Water Solutions			5.6			5.6						11.0			11.1
Pool			3.7			3.6						7.4			6.7
Reportable segment total			12.9			12.8						25.6			25.1
Corporate and other			1.9			1.8						3.8			4.3
Consolidated			$	14.8		$	14.6					$	29.4		$	29.4

Three months ended June 30, 2026
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	263.7		$	422.0		$	246.6		$	932.3
Reconciliation of consolidated net sales
Corporate and other												0.3
Total consolidated net sales												$	932.6
Cost of goods sold (1)(3)			(154.7)			(235.6)			(145.5)
Operating expenses (1)(2)(3)			(39.2)			(60.0)			(43.5)
Reportable segment income			$	69.8		$	126.4		$	57.6		$	253.8
Corporate and other												(17.2)
Restructuring and other												(36.4)
Transformation costs												(17.5)
Intangible amortization												(15.7)
Interest expense, net												(19.4)
Other expense												(0.7)
Income from continuing operations before income taxes												$	146.9

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Three months ended June 30, 2025
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	250.9		$	444.7		$	427.2		$	1,122.8
Reconciliation of consolidated net sales
Corporate and other												0.3
Total consolidated net sales												$	1,123.1
Cost of goods sold (1)(3)			(158.5)			(271.6)			(229.0)
Operating expenses (1)(2)(3)			(37.6)			(64.6)			(45.5)
Reportable segment income			$	54.8		$	108.5		$	152.7		$	316.0
Corporate and other												(19.3)
Restructuring and other												(10.4)
Transformation costs												(12.5)
Asset impairment and write-offs												(41.8)
Loss on sale of business												(26.3)
Intangible amortization												(14.3)
Interest expense, net												(17.9)
Other expense												(1.0)
Income from continuing operations before income taxes												$	172.5

Six months ended June 30, 2026
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	521.8		$	813.0		$	633.7		$	1,968.5
Reconciliation of consolidated net sales
Corporate and other												0.8
Total consolidated net sales												$	1,969.3
Cost of goods sold (1)(3)			(312.6)			(469.0)			(356.7)
Operating expenses (1)(2)(3)			(78.2)			(117.7)			(91.3)
Reportable segment income			$	131.0		$	226.3		$	185.7		$	543.0
Corporate and other												(47.3)
Restructuring and other												(57.8)
Transformation costs												(29.0)
Intangible amortization												(31.4)
Interest expense, net												(39.5)
Other expense												(1.7)
Income from continuing operations before income taxes												$	336.3

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Six months ended June 30, 2025
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	483.5		$	838.2		$	811.1		$	2,132.8
Reconciliation of consolidated net sales
Corporate and other												0.7
Total consolidated net sales												$	2,133.5
Cost of goods sold (1)(3)			(305.7)			(511.0)			(442.8)
Operating expenses (1)(2)(3)			(72.8)			(124.6)			(89.6)
Reportable segment income			$	105.0		$	202.6		$	278.7		$	586.3
Corporate and other												(47.1)
Restructuring and other												(20.9)
Transformation costs												(21.6)
Asset impairment and write-offs												(47.0)
Loss on sale of business												(26.3)
Intangible amortization												(28.5)
Interest expense, net												(37.6)
Other expense												(1.9)
Income from continuing operations before income taxes												$	355.4

(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.

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 six months ended June 30, 2026 were as follows:

In millions			June 30, 2026
Beginning balance			$	69.8
Service and product warranty provision			45.4
Payments			(44.8)
Ending balance			$	70.4

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 June 30, 2026 and December 31, 2025, the outstanding value of bonds, letters of credit and bank guarantees totaled $114.6 million and $115.0 million, respectively.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

16. Subsequent Events

On July 27, 2026, as part of our Water Solutions reportable segment, we entered into a definitive agreement to acquire the issued and outstanding equity securities of Taco Group Holdings (“Taco”), for a purchase price of $1.425 billion, subject to customary adjustments contemplated by the definitive agreement. We expect to finance the acquisition with a combination of cash on hand and committed bridge financing, which we intend to refinance through a permanent debt issuance that we anticipate to be investment grade. We expect to close the acquisition of Taco in the fourth quarter of 2026, subject to customary closing conditions and necessary regulatory approvals.

In connection with entering into the definitive agreement to acquire Taco, PFSA entered into a commitment letter, dated July 27, 2026 (the “Commitment Letter”), pursuant to which, among other things, the lender has committed to provide debt financing for the acquisition of Taco, consisting of a senior unsecured bridge facility of $1.4 billion (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. The Bridge Facility will be subject to mandatory reduction and prepayment for 100% of the net cash proceeds from the issuance of any debt and other of our securities and other specified events, subject to certain exceptions.