What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-21 compared with 2025-07-22 · 122 added, 123 removed, 315 unchanged (44% of the section changed)

32 unchanged sentences

Flow, Water Solutions and Pool.

For the first six months of 2025, the Flow, Water Solutions and Pool reportable segments represented approximately 36%, 26% and 38% of total consolidated net sales, respectively.

For the first nine months of 2025, the Flow, Water Solutions and Pool reportable segments represented approximately 37%, 26% and 37% of total consolidated net sales, respectively.

We classify our operations into reportable segments based primarily on types of products offered and markets served:

• 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, water disposal pumps, water supply pumps, fluid transfer pumps, turbine pumps, solid handling pumps and agricultural spray nozzles, while serving the global residential, commercial and industrial markets.

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, water disposal pumps, water supply pumps, fluid transfer pumps, turbine pumps, solid handling pumps and agricultural spray nozzles, while serving the global residential, commercial and industrial markets.

These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.

2 unchanged sentences

These water treatment products and systems are used 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.

In addition, our water solutions business also provides installation and preventative services for water management solutions for commercial operators.

• Pool — The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water.

1 unchanged sentence

Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.

On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.2 million in cash, net of cash acquired, and subject to customary adjustments.

Hydra-Stop manufactures specialty insertion valves, line stop fittings and installation equipment.

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

2 unchanged sentences

Key trends and uncertainties regarding our existing business

The following trends and uncertainties affected our financial performance in the first six months of 2025 and are reasonably likely to impact our results in the future:

The following trends and uncertainties affected our financial performance in the first nine months of 2025 and are reasonably likely to impact our results in the future:

• We have a Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.

During 2024 and the first six months of 2025, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operations excellence and organizational effectiveness.

During 2024 and the first nine months of 2025, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operations excellence and organizational effectiveness.

We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to continue to incur transformation costs throughout the remainder of 2025 and beyond.

• During 2024 and the first six months of 2025, we implemented 80/20 guiding principles to enable our Transformation Program.

• During 2024 and the first nine months of 2025, we implemented 80/20 guiding principles to enable our Transformation Program.

This 80/20 analysis is expected to create value by focusing on key customers and products through quadrant-based strategies.

We expect the analysis to result in actions to improve operating performance by driving growth with our highest value customers, reducing lower margin sales and removing complexity in the future.

• During 2024 and the first six months of 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

• During 2024 and the first nine months of 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

We expect these actions to continue throughout the remainder of 2025 and to drive margin growth.

• During 2024 and the first six months of 2025, we experienced inflationary cost increases for certain raw materials as well as logistics and transportation costs.

• During 2024 and the first nine months of 2025, we experienced inflationary cost increases for certain raw materials as well as logistics and transportation costs.

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

In addition, the current U.S.

administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs.

administration has implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs.

We expect these actions and reactionary tariff adjustments by other countries to continue to impact our business and contribute to inflationary cost increases.

As a result, we have taken actions to mitigate the impact of tariffs such as pricing increases, inventory pre-buys and capping orders to manage supply chain, inventory and production, which may continue going forward.

As a result, we have taken actions to mitigate the impact of tariffs such as pricing increases, inventory pre-buys and supply chain optimization actions, which may continue going forward.

In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases.

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CONSOLIDATED RESULTS OF OPERATIONS

The consolidated results of operations for the three months ended June 30, 2025 and 2024 were as follows:

The consolidated results of operations for the three months ended September 30, 2025 and 2024 were as follows:

Three months ended

In millions June 30,

2025 June 30,

In millions September 30,

2025 September 30,

Change % / Point

13 unchanged sentences

% of net sales 22.7 % 18.1 % 4.6 pts

Loss on sale of business

Other expense (income)

0.6 (0.1) 0.7 N.M.

Other expense

1.0 0.8 0.2 25.0 %

Net interest expense 14.4 19.8 (5.4) (27.3) %

4 unchanged sentences

= Not Meaningful

The consolidated results of operations for the six months ended June 30, 2025 and 2024 were as follows:

Six months ended

In millions June 30,

2025 June 30,

The consolidated results of operations for the nine months ended September 30, 2025 and 2024 were as follows:

Nine months ended

In millions September 30,

2025 September 30,

Change % / Point

15 unchanged sentences

26.3 — 26.3 N.M.

Other expense

1.5 0.9 0.6 66.7 %

Other expense 2.1 0.8 1.3 N.M.

Net interest expense 52.0 73.4 (21.4) (29.2) %

5 unchanged sentences

The components of the consolidated net sales change from the prior period were as follows:

Three months ended June 30, 2025 Six months ended June 30, 2025

Three months ended September 30, 2025 Nine months ended September 30, 2025

over the prior year period over the prior year period

5 unchanged sentences

Total 2.9 % 1.5 %

The 2.2 and 0.8 percent increases in net sales in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 2.9 and 1.5 percent increases in net sales in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

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

• increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024;

• favorable foreign currency effects compared to the second quarter of the prior year;

• favorable foreign currency effects compared to the same periods of the prior year;

• increased sales volume in our commercial and industrial businesses in our Flow segment compared to the third quarter of the prior year;

• increased sales volume within our Pool segment due to higher demand compared to the same periods of the prior year.

These increases were partially offset by:

• decreased sales volume within our Flow and Water Solutions segments compared to the same periods of the prior year;

• decreased sales volume within our Water Solutions segment compared to the same periods of the prior year;

• decreased sales volume within our Flow segment compared to the first nine months of the prior year;

• business exits during the fourth quarter of 2024 and second quarter of 2025 in our residential and commercial businesses of our Water Solutions segment.

The 0.9 and 1.2 percentage point increases in gross profit as a percentage of net sales in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 1.4 and 1.2 percentage point increases in gross profit as a percentage of net sales in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

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

• increased productivity mainly driven by transformation initiatives across all segments.

• increased productivity in our Flow and Water Solutions segments mainly driven by transformation initiatives;

• asset impairment and write-offs of $1.1 million in the third quarter of 2025, compared to $2.8 million in the third quarter of 2024.

These increases were partially offset by:

• inflationary cost increases, including higher tariffs, related to certain raw materials and labor costs;

• asset impairment and write-offs of $10.3 million in the second quarter of 2025, compared to none in the second quarter of 2024, and $15.5 million in the first half of 2025, compared to $0.8 million in the first half of 2024.

• inflationary cost increases, including higher tariffs, certain raw materials and labor costs;

• asset impairment and write-offs of $16.6 million in the first nine months of 2025, compared to $3.5 million in the first nine months of 2024.

Selling, general and administrative expenses (“SG&A”)

The 4.0 and 1.7 percentage point increases in SG&A as a percentage of net sales in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 3.3 percentage point decrease in SG&A as a percentage of net sales in the third quarter of 2025 from 2024 was primarily driven by:

• restructuring and other costs of $4.3 million in the third quarter of 2025, compared to $23.4 million in the third quarter of 2024;

• transformation costs of $10.8 million in the third quarter of 2025, compared to $12.6 million in the third quarter of 2024;

• asset impairment charges of $0.4 million in the third quarter of 2025, compared to $5.7 million in the third quarter of 2024.

The 0.1 percentage point increase in SG&A as a percentage of net sales in the first nine months of 2025 from 2024 was primarily driven by:

• an impairment charge of $30.9 million related to the write-off of a definite-lived customer relationship intangible asset as a result of a business exit within our Water Solutions segment during the second quarter of 2025.

• transformation costs of $12.7 million in the second quarter of 2025, compared to $11.8 million in the second quarter of 2024;

• restructuring costs of $14.3 million in the second quarter of 2025, compared to $5.3 million in the second quarter of 2024, and $23.9 million in the first half of 2025, compared to $9.5 million in the first half of 2024.

These increases were partially offset by:

• transformation costs of $21.9 million in the first half of 2025, compared to $28.8 million in the first half of 2024.

This increase was partially offset by:

• restructuring and other costs of $29.8 million in the first nine months of 2025, compared to $33.9 million in the first nine months of 2024;

• transformation costs of $32.6 million in the first nine months of 2025, compared to $41.4 million in the first nine months of 2024.

Net interest expense

The 31.9 and 29.9 percent decreases in net interest expense in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 27.3 and 29.2 percent decreases in net interest expense in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

• lower debt levels compared to the same periods of the prior year;

• lower interest rates in the third quarter of 2025 compared to the third quarter of 2024.

Provision for income taxes

The 1.9 percentage point decrease in the effective tax rate in the second quarter of 2025 from 2024 was primarily driven by:

• the favorable mix of global earnings;

• increase in the amount of favorable discrete items in 2025 compared to 2024.

There was no change in the effective tax rate in the first half of 2025 from 2024 primarily driven by:

• the favorable mix of global earnings;

• decrease in the amount of favorable discrete items in 2025 compared to 2024.

The 2.1 and 0.7 percentage point increases in the effective tax rate in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

• the unfavorable mix of global earnings;

• a decrease in the amount of favorable discrete items in 2025 compared to 2024.

SEGMENT RESULTS OF OPERATIONS

4 unchanged sentences

The net sales and segment income for Flow were as follows:

Three months ended Six months ended

In millions June 30,

2025 June 30,

2024 % / Point Change June 30,

2025 June 30,

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 % / Point Change September 30,

2025 September 30,

2024 % / Point Change

4 unchanged sentences

The components of the change in Flow net sales from the prior period were as follows:

Three months ended June 30, 2025 Six months ended June 30, 2025

Three months ended September 30, 2025 Nine months ended September 30, 2025

over the prior year period over the prior year period

2 unchanged sentences

Core growth 3.6 (0.3)

Acquisition/Divestiture

Currency 1.9 0.7

Total 5.9 % 0.5 %

The 0.1 percent increase in net sales for Flow in the second quarter of 2025 from 2024 was primarily driven by:

• increased selling prices to mitigate inflationary cost increases;

• favorable foreign currency effects compared to the second quarter of the prior year.

This increase was partially offset by:

• decreased sales volume compared to the same period of the prior year.

The 2.0 percent decrease in net sales for Flow in the first half of 2025 from 2024 was primarily driven by:

• decreased sales volume compared to the same period of the prior year.

This decrease was partially offset by:

The 5.9 and 0.5 percent increases in net sales for Flow in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

• increased selling prices to mitigate inflationary cost increases;

• favorable foreign currency effects compared to the same periods of the prior year;

• increased sales volume in our commercial and industrial businesses compared to the third quarter of the prior year;

• increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025.

These increases were partially offset by:

• decreased sales volume compared to the first nine months of the prior year.

Segment income

The components of the change in Flow segment income as a percentage of net sales from the prior period were as follows:

Three months ended June 30, 2025 Six months ended June 30, 2025

Three months ended September 30, 2025 Nine months ended September 30, 2025

over the prior year period over the prior year period

5 unchanged sentences

Total 2.0 pts 2.3 pts

The 2.1 and 2.4 percentage point increases in segment income for Flow as a percentage of net sales in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 2.0 and 2.3 percentage point increases in segment income for Flow as a percentage of net sales in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

• increased selling prices to mitigate impacts of inflation;

1 unchanged sentence

These increases were partially offset by:

• inflationary cost increases, including higher tariffs, related to certain raw materials.

• inflationary cost increases, including higher tariffs and certain raw materials.

Water Solutions

The net sales and segment income for Water Solutions were as follows:

Three months ended Six months ended

In millions June 30,

2025 June 30,

2024 % / Point Change June 30,

2025 June 30,

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 % / Point Change September 30,

2025 September 30,

2024 % / Point Change

3 unchanged sentences

The components of the change in Water Solutions net sales from the prior period were as follows:

Three months ended June 30, 2025 Six months ended June 30, 2025

Three months ended September 30, 2025 Nine months ended September 30, 2025

over the prior year period over the prior year period

5 unchanged sentences

Total (5.6) % (5.0) %

The 3.9 and 4.6 percent decreases in net sales for Water Solutions in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 5.6 and 5.0 percent decreases in net sales for Water Solutions in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

• decreased sales volume compared to the same periods of the prior year;

5 unchanged sentences

The components of the change in Water Solutions segment income as a percentage of net sales from the prior period were as follows:

Three months ended June 30, 2025 Six months ended June 30, 2025

Three months ended September 30, 2025 Nine months ended September 30, 2025

over the prior year period over the prior year period

5 unchanged sentences

Total 2.8 pts 1.9 pts

Segment income was flat for Water Solutions in the second quarter of 2025 from 2024, primarily driven by:

The 2.8 and 1.9 percentage point increases in segment income for Water Solutions as a percentage of net sales in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

• increased selling prices to mitigate impacts of inflation;

• increased productivity mainly driven by transformation initiatives.

• inflationary cost increases, including higher tariffs, related to certain raw materials;

• unfavorable foreign currency effects compared to the second quarter of the prior year.

The 1.5 percentage point increase in segment income for Water Solutions as a percentage of net sales in the first half of 2025 from 2024 was primarily driven by:

• increased productivity mainly driven by transformation initiatives;

• increased selling prices to mitigate impacts of inflation.

This increase was partially offset by:

• inflationary cost increases, including higher tariffs, related to certain raw materials.

This increases were partially offset by:

• inflationary cost increases, including higher tariffs and certain raw materials.

The net sales and segment income for Pool were as follows:

Three months ended Six months ended

In millions June 30,

2025 June 30,

2024 % / Point Change June 30,

2025 June 30,

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 % / Point Change September 30,

2025 September 30,

2024 % / Point Change

3 unchanged sentences

The components of the change in Pool net sales from the prior period were as follows:

Three months ended June 30, 2025 Six months ended June 30, 2025

Three months ended September 30, 2025 Nine months ended September 30, 2025

over the prior year period over the prior year period

3 unchanged sentences

Acquisition/Divestiture 1.3 1.9

Currency — 0.1

Total 6.9 % 7.7 %

The 9.1 and 8.0 percent increases in net sales for Pool in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 6.9 and 7.7 percent increases in net sales for Pool in the third quarter and first nine months, respectively, of 2025 from 2024 were primarily driven by:

• increased selling prices to mitigate inflationary cost increases;

• increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024;

• increased sales volume due to higher demand compared to the same periods of the prior year;

• increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024.

Segment income

The components of the change in Pool segment income as a percentage of net sales from the prior period were as follows:

Three months ended June 30, 2025 Six months ended June 30, 2025

Three months ended September 30, 2025 Nine months ended September 30, 2025

over the prior year period over the prior year period

5 unchanged sentences

Total (1.2) pts 0.9 pts

The 1.6 and 1.9 percentage point increases in segment income for Pool as a percentage of net sales in the second quarter and first half, respectively, of 2025 from 2024 were primarily driven by:

The 1.2 percentage point decrease in segment income for Pool as a percentage of net sales in the third quarter of 2025 from 2024 was primarily driven by:

• inflationary cost increases, including higher tariffs, certain raw materials and labor costs;

• decreased productivity due to investments in growth initiatives.

This decrease was partially offset by:

• increased selling prices to mitigate impacts of inflation.

• increased productivity driven by transformation initiatives.

These increases were partially offset by:

• inflationary cost increases, including higher tariffs, related to certain raw materials and labor costs.

The 0.9 percentage point increase in segment income for Pool as a percentage of net sales in the first nine months of 2025 from 2024 was primarily driven by:

• increased selling prices to mitigate impacts of inflation.

This increase was partially offset by:

• inflationary cost increases, including higher tariffs, certain raw materials and labor costs.

LIQUIDITY AND CAPITAL RESOURCES

4 unchanged sentences

This cash usage reversed in the second quarter as the seasonality of our businesses peaked and generated significant cash to fund our operations.

We continued to generate significant cash to fund our operations in the third quarter of 2025.

End-user demand for pool equipment in the Pool segment, water solution products in the Water Solutions segment, and residential water supply and agricultural products within the Flow segment follows warm weather trends, with seasonal highs ranging from April to September.

4 unchanged sentences

Summary of cash flows

Six months ended

In millions June 30,

2025 June 30,

Nine months ended

In millions September 30,

2025 September 30,

Net cash provided by (used for):

3 unchanged sentences

Operating activities

Net cash provided by operating activities of continuing operations in the first six months of 2025 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation, loss on sale of business and asset impairment, of $455.8 million.

Net cash provided by operating activities of continuing operations in the first nine months of 2025 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation, loss on sale of business, deferred income taxes and asset impairment, of $697.7 million.

Additionally, we had a cash inflow of $57.8 million as a result of changes in net working capital, primarily due to decreased accounts receivable and increased accounts payable balances.

The decrease in accounts receivable was attributed to an increase in cash collections during the period.

The increased accounts payable balance was primarily due to an increase in purchases for our peak sales season in the second quarter of 2025.

Net cash provided by operating activities of continuing operations in the first six months of 2024 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation and asset impairment, of $394.0 million.

Additionally, we had a cash inflow of $15.4 million as a result of changes in net working capital, primarily due to lower inventory and increased accounts payable balances.

The decrease in inventory was primarily related to supply chain efficiencies and improved lead times.

The higher accounts payable balance was attributed to inventory purchases for our peak sales season in the second quarter of 2024.

The increased accounts payable balance was primarily due to the general timing of vendor payments during the first nine months of 2025.

Net cash provided by operating activities of continuing operations in the first nine months of 2024 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation and asset impairment, of $580.5 million.

Additionally, we had a cash inflow of $80.9 million as a result of changes in net working capital, primarily due to lower inventory and accounts receivable balances.

These decreases were primarily related to supply chain efficiencies and improved lead times.

Investing activities

Net cash used for investing activities in the first six months of 2025 primarily reflects capital expenditures of $27.7 million and the purchase of investments of $18.0 million.

Net cash used for investing activities in the first six months of 2024 primarily reflects capital expenditures of $36.3 million.

Net cash used for investing activities in the first nine months of 2025 primarily reflects net cash paid of $292.2 million for the Hydra-Stop acquisition, capital expenditures of $45.1 million and the purchase of investments of $18.0 million.

Net cash used for investing activities in the first nine months of 2024 primarily reflects capital expenditures of $51.7 million and cash paid upon the settlement of net investment hedges of $16.4 million.

Financing activities

Net cash used for financing activities in the first six months of 2025 primarily relates to the repayment of $250.0 million of the remaining principal under the Term Loan Facility, share repurchases of $125.0 million and dividend payments of $82.4 million.

Net cash used for financing activities in the first six months of 2024 primarily relates to the repayment of $200.0 million term loans under the Senior Credit Facility, $37.5 million Term Loan Facility principal payments, dividend payments of $76.2 million and share repurchases of $50.0 million.

Net cash used for financing activities in the first nine months of 2025 primarily relates to the repayment of $250.0 million of the remaining principal under the Term Loan Facility, a $19.3 million repayment of senior notes, share repurchases of $175.0 million and dividend payments of $123.3 million, partially offset by net borrowings of revolving long-term debt of $210.5 million.

Net cash used for financing activities in the first nine months of 2024 primarily relates to the repayment of $200.0 million term loans under the Senior Credit Facility, $162.5 million Term Loan Facility principal payments, dividend payments of $114.3 million and share repurchases of $100.0 million.

Free cash flow

7 unchanged sentences

The following table is a reconciliation of free cash flow:

Six months ended

In millions June 30,

2025 June 30,

Nine months ended

In millions September 30,

2025 September 30,

Net cash provided by operating activities of continuing operations

12 unchanged sentences

The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.

As of June 30, 2025, total availability under the Senior Credit Facility was $880.6 million.

As of September 30, 2025, total availability under the Senior Credit Facility was $680.0 million.

In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more 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.

2 unchanged sentences

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 June 30, 2025, the remaining obligation of $575.0 million matures on July 28, 2027.

As of September 30, 2025, 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.

4 unchanged sentences

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 $20.9 million, of which there were no outstanding borrowings at June 30, 2025.

Borrowings under these credit facilities bear interest at variable rates.

We have $19.3 million of senior notes maturing in the next twelve months.

We classified this debt as long-term as of June 30, 2025 as we have the intent and ability to refinance such obligation on a long-term basis under the Senior Credit Facility.

As of June 30, 2025, we had $99.9 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

We have no senior notes maturing in the next twelve months.

As of September 30, 2025, we had $78.3 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Share repurchases

1 unchanged sentence

This authorization expires on December 31, 2025.

During the six months ended June 30, 2025, we repurchased 1.3 million of our ordinary shares for $125.0 million.

As of June 30, 2025, we had $325.0 million available for share repurchases under this authorization.

During the nine months ended September 30, 2025, we repurchased 1.8 million of our ordinary shares for $175.0 million.

As of September 30, 2025, we had $275.0 million available for share repurchases under this authorization.

Dividends payable

On May 5, 2025, the Board of Directors declared a quarterly cash dividend of $0.25 per share, payable on August 1, 2025 to shareholders of record at the close of business on July 18, 2025.

As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $41.0 million at June 30, 2025, compared to $41.2 million at December 31, 2024.

We paid dividends in the first six months of 2025 of $82.4 million, or $0.50 per ordinary share compared with $76.2 million, or $0.46 per ordinary share, in the prior year period.

On September 22, 2025, the Board of Directors declared a quarterly cash dividend of $0.25 per share, payable on November 7, 2025 to shareholders of record at the close of business on October 24, 2025.

As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $41.0 million at September 30, 2025, compared to $41.2 million at December 31, 2024.

We paid dividends in the first nine months of 2025 of $123.3 million, or $0.75 per ordinary share compared with $114.3 million, or $0.69 per ordinary share, in the prior year period.

Under Irish law, the payment of future cash dividends and repurchases of shares may be paid only out of Pentair plc’s “distributable reserves” on its statutory balance sheet.

14 unchanged sentences

If such subsidiaries are unable to transfer funds to the Parent Company Guarantor or the Subsidiary Issuer and sufficient cash or liquidity is not otherwise available, the Parent Company Guarantor or the Subsidiary Issuer may not be able to make principal and interest payments on their outstanding debt, including the senior notes or the guarantees.

The following table presents summarized financial information as of June 30, 2025 and December 31, 2024 for the Parent Company Guarantor and Subsidiary Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company Guarantor and the Subsidiary Issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.

In millions June 30,

The following table presents summarized financial information as of September 30, 2025 and December 31, 2024 for the Parent Company Guarantor and Subsidiary Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company Guarantor and the Subsidiary Issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.

In millions September 30,

2025 December 31,

6 unchanged sentences

1,866.5 1,828.6

(1) No assets due from non-guarantor subsidiaries were included as of June 30, 2025 and December 31, 2024, respectively.

(2) Includes assets due from non-guarantor subsidiaries of $2,550.8 million and $2,547.3 million as of June 30, 2025 and December 31, 2024, respectively.

(3) Includes liabilities due to non-guarantor subsidiaries of $2,291.0 million and $1,843.0 million as of June 30, 2025 and December 31, 2024, respectively.

(4) Includes liabilities due to non-guarantor subsidiaries of $170.4 million and $151.5 million as of June 30, 2025 and December 31, 2024, respectively.

(1) No assets due from non-guarantor subsidiaries were included as of September 30, 2025 and December 31, 2024, respectively.

(2) Includes assets due from non-guarantor subsidiaries of $2,843.0 million and $2,547.3 million as of September 30, 2025 and December 31, 2024, respectively.

(3) Includes liabilities due to non-guarantor subsidiaries of $2,505.3 million and $1,843.0 million as of September 30, 2025 and December 31, 2024, respectively.

(4) Includes liabilities due to non-guarantor subsidiaries of $169.9 million and $151.5 million as of September 30, 2025 and December 31, 2024, respectively.

The Parent Company Guarantor and Subsidiary Issuer do not have material results of operations on a combined basis.

5 unchanged sentences

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the quarter ended June 30, 2025.

There have been no material changes in our market risk during the quarter ended September 30, 2025.

For additional information refer to Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis