What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-25 · 72 added, 28 removed, 136 unchanged (42% of the section changed)

1 unchanged sentence

At Pentair, we help the world sustainably move, improve and enjoy water, life’s most essential resource.

From our residential and commercial water solutions to industrial water managemen t and everything in between, Pentair is focused on smart, sustainable water solutions that help our planet and people thrive.

From our residential and commercial water solutions to industrial water managemen t and everything in between, Pentair is an S&P 500 company focused on smart, sustainable water solutions that help our planet and people thrive.

Pentair strategy

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Although our jurisdiction of organization is Ireland, we manage our affairs so that we are centrally managed and controlled in the United Kingdom (the “U.K.”) and therefore have our tax residency in the U.K.

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

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

On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.1 million in cash, net of cash acquired, and subject to customary adjustments.

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

In December 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.

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

G & F Manufacturing manufactures and services pool heat pumps.

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Flow, Water Solutions and Pool.

The following is a brief description of each of the Company’s reportable segments and business activities.

The discussions below refer to the Company’s reportable segment composition and business activities as of and prior to December 31, 2025.

Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to move our residential and irrigation flow business from our Flow segment to our Water Solutions segment.

For further detail on the changes to the Flow and Water Solutions segments as a result of the revised segmentation effective January 1, 2026, refer to the discussion titled “2026 Segment Structure” below.

Additional information regarding this revised segmentation is found under the section titled “2026 Revised Segmentation.”

The Flow segment aims 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.

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.

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.

municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.

For the fiscal year ended December 31, 2025, our residential and irrigation flow businesses, which sell pumps focused on residential and agriculture, comprised approximately 36% of Flow sales.

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

Another approximately 30% of Flow sales were from the commercial and infrastructure flow businesses, which sell larger pumps focused on fire suppression, water supply, wastewater and flood control.

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

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

2026 Segment Structure

Effective January 1, 2026, we moved our residential and irrigation flow business from our Flow segment to our Water Solutions segment.

As a result, the products previously within the residential and irrigation flow business are now part of the Water Solutions reportable segment.

These products, including fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps, are used in various applications such as circulation and transfer, agricultural irrigation and crop spray.

The residential and irrigation flow business includes brand names such as Berkeley, Hypro, Jung Pumpen, Sta-Rite and Shurflo.

Given this change, the Flow segment will no longer serve wholesale and retail distribution customers in residential or agricultural markets.

Additionally, the commercial and infrastructure flow and industrial solutions businesses have not historically been impacted by seasonal weather trends.

This change does not impact the competitive landscape of the Flow segment.

Water Solutions

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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 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.

For the fiscal year ended December 31, 2025, our commercial business, which offers products such as conventional filtration products, commercial point-of-entry and point-of-use water treatment systems, activated carbon products and commercial ice machines, comprised approximately 66% of Water Solutions sales.

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

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

Water Solutions brand names include Pentair Water Solutions, Everpure, Fleck, KBI, Manitowoc Ice, Pentek and RainSoft.

Water Solutions brand names include Pentair Water Solutions, Everpure, Fleck, Manitowoc Ice, Pentek and RainSoft.

Water Solutions customers include businesses engaged in wholesale and retail distribution in the residential, commercial and food and beverage vertical markets.

Customers also include end users, consumers, commercial operators and original equipment manufacturers.

Customers also include end users, consumers and original equipment manufacturers.

We experience seasonal demand with several end customers and end users within Water Solutions.

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We believe our distribution channels and reputation for quality also provide us a competitive advantage.

2026 Segment Structure

Effective January 1, 2026, we moved our residential and irrigation flow business from our Flow segment to our Water Solutions segment.

As a result, the products previously included in the residential and irrigation flow business within our Flow segment are now part of the Water Solutions reportable segment.

With this change, the Water Solutions segment now includes brands such as Berkeley, Hypro, Jung Pumpen, Sta-Rite and Shurflo and will serve customers in agricultural markets.

Historically, the residential and irrigation flow business has been influenced by warm weather trends and other weather events such as heavy flooding and drought.

This change does not impact the competitive landscape of the Water Solutions segment.

The Pool segment aims 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, automatic cleaners, maintenance equipment and pool accessories.

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.

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Customers in the residential and commercial verticals also include end users and consumers.

One customer in the Pool business represented approximately 15% of our consolidated net sales in both 2024 and 2023.

One customer in the Pool business represented approximately 18% and 15% of our consolidated net sales in 2025 and 2024, respectively.

We have historically experienced seasonal demand with several end customers and end users.

End-user demand for pool equipment follows warm weather trends and historically has been at seasonal highs from April to August.

The magnitude of the sales spike has historically been partially mitigated by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts).

The magnitude of the sales spike has historically been partially mitigated by employing advance sale “early buy” programs (generally including extended payment terms and/or additional discounts).

Pool faces numerous domestic and international competitors, some of which have substantially greater resources directed to the vertical markets in which we compete.

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We believe our distribution channels and reputation for quality also provide us a competitive advantage.

2026 REVISED SEGMENTATION

Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business beginning in 2026.

As a result of this reorganization, our residential and irrigation flow business moved from our Flow segment into our Water Solutions segment.

The Pool segment remains unchanged.

We believe the new alignment with our residential and irrigation flow business in our Water Solutions segment will help us accelerate our efforts to improve customer experiences, enhance operational efficiencies and deliver more comprehensive solutions.

All historical segment information presented throughout this Annual Report on Form 10-K, with the exception of the table below, was prepared based on the reporting segment structure in place during 2025.

The below table presents net sales and reportable segment income under the revised reportable segment structure for the years ended December 31, 2025, 2024 and 2023.

In millions 2025

$ 1,001.2 $ 960.7 $ 960.1

Water Solutions 1,614.5 1,684.3 1,799.2

1,558.8 1,436.1 1,343.6

Reportable segment net sales

4,174.5 4,081.1 4,102.9

Corporate and other

$ 4,176.0 $ 4,082.8 $ 4,104.5

Reportable segment income (loss)

$ 225.0 $ 189.3 $ 144.9

Water Solutions 391.0 383.9 385.0

527.1 476.5 417.0

Reportable segment income

1,143.1 1,049.7 946.9

Corporate and other (89.6) (90.5) (91.8)

Adjusted operating income

$ 1,053.5 $ 959.2 $ 855.1

INFORMATION REGARDING ALL REPORTABLE SEGMENTS

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We manage these fluctuations through several mechanisms, including long-term agreements with price adjustment clauses for significant commodity market movements in certain circumstances.

Prices for raw materials, such as metals, may trend higher in the near future due to the volatile market trends.

Prices for raw materials, such as metals and other commodities, have trended higher due to volatile market trends and enacted tariffs and may continue to trend higher in the future.

Intellectual property

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We strive to be the destination for top talent, and work hard to develop and retain high performers throughout their career.

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

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

As of December 31, 2025, we had approximately 9,000 employees worldwide, of which approximately 49% are located in the U.S.

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

Additionally, we provide a high-level overview of survey results in the employee town halls following finalization of survey results.

Training and development

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Additionally, our annual talent management process supports employees to set objectives, receive feedback and development and build development plans with their leaders.

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

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

In addition, our Senior Leadership Development Program supports our senior leaders in driving growth and high performance by strengthening enterprise leadership, team effectiveness and business systems.

Our commitment to inclusion is part of living our Win Right values.

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and reinforcing our practices to be fair and nondiscriminatory.

We have various training and organizational approaches dedicated to fostering inclusion, including a training called the “The Power of Inclusion;” Business Resource Groups led by employees;

We have various training and organizational approaches dedicated to fostering inclusion, including Business Resource Groups led by employees;

Pentair’s Code of Business Conduct and Ethics;

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vacation and sick time.

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

Benefits for union employees may vary.

Sustainability Activities

As a leading provider of smart, sustainable water solutions and with a foundation of Win Right values, we recognize that the work we do and the products and services we provide help to improve lives and the environment around the world.

We are focused on building on our Win Right values and culture by further contributing to the development of a sustainable and responsible society that we believe will also drive our future growth.

We are also focused on further integrating our sustainability goals throughout our business by creating accountability for our sustainability strategy and shared commitments.

We have established formal sustainability programs to further advance our sustainability goals.

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

This assessment supported the topics focused on in our first set of social responsibility strategic targets, which we announced in 2021.

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

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

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

As a leading provider of smart, sustainable water solutions and with a foundation of Win Right values, we recognize that the work we do and the products we provide help to improve lives and the environment around the world.

We are focused on building on our Win Right values and culture by contributing to the development of a sustainable and responsible society, which we believe will also drive our future growth.

We have established formal sustainability programs to further advance environmental sustainability.

Additionally, we are dedicated to further integrating our sustainability strategy throughout our business by creating accountability for targets and shared commitments.

In 2025, Pentair completed its second environmental, social and governance assessment in alignment with the European Union’s 2023 Corporate Sustainability Reporting Directive framework (“CSRD”).

This assessment informed our updated Sustainability Strategic Targets which we announced in 2025.

We plan to regularly update this assessment to support sustainability strategic planning and risk management, to set future targets and to make disclosures in accordance with the CSRD and other requirements.

Annually, we publish a sustainability report on our environmental sustainability efforts, related activities and accomplishments, which can be found on our corporate website, and is not incorporated by reference into this Annual Report on Form 10-K.

Environmental Matters

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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-K

Item 1. Business