What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-24 compared with 2025-02-25 · 90 added, 60 removed, 417 unchanged (26% of the section changed)

8 unchanged sentences

Recessions, economic downturns, inflation, slowing economic growth and social and political instability in the industries and/or markets where we compete could negatively affect our revenues and financial performance in future periods, result in future restructuring charges and adversely impact our ability to grow or sustain our business.

For example, current macroeconomic and political instability, inflation and the strengthening of the U.S.

For example, current macroeconomic and political instability, inflation and the strength or weakness of the U.S.

dollar have, and could continue to, adversely impact our results of operations.

5 unchanged sentences

We compete against large and well-established national and global companies, regional and local companies, diversified and pure-play companies, and lower-cost manufacturers.

Competition may also result from new entrants into the markets we serve offering products and/or services that compete with ours.

Competition may also result from new entrants into, or consolidation among competitors in, the markets we serve offering products and/or services that compete with ours.

We compete based on technical expertise, intellectual property, reputation for quality and reliability, timeliness of delivery, previous installation history, contractual terms, service offerings, customer experience and service and price.

3 unchanged sentences

Customer purchasing behavior may also shift by product mix in the market or result in a shift to new distribution channels.

Furthermore, new entrants into, or consolidation among competitors in, the markets we serve may result in new ways to bring products and services to market, which, in turn may negatively impact our profit margins.

If we are unable to continue to differentiate our products, services and solutions or adapt to changes in customer purchasing behavior or shifts in distribution channels, or if we are unable to maintain our desired pricing or forced to incur additional costs to remain competitive, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

4 unchanged sentences

In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to climate change and sustainability matters as well as regulatory requirements.

We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S.

We have identified specific product and geographic market opportunities that we find attractive and

continue to pursue, both within and outside the U.S.

We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources.

Unless we successfully penetrate

these markets, our core sales growth will likely be limited or may decline.

Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.

Accordingly, our future success depends upon a number of factors, including our ability to transform and adapt our products, services, solutions, organization, workforce and sales strategies to fit localities throughout the world;

18 unchanged sentences

• dilution of interests of holders of our shares through the issuance of equity securities or equity-linked securities.

It may be difficult for us to integrate acquired businesses efficiently into our business operations.

It may be difficult for us to integrate acquired businesses efficiently into our business operations or to realize expected financial benefits of acquired businesses.

Any acquisitions or investments may not be successful or realize the intended benefits and may ultimately result in impairment charges or have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not achieve some or all of the expected benefits of our business initiatives.

During 2024 and 2023, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Additionally, in 2024 and 2023, we made progress on our Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.

During 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Additionally, in 2025, we made progress on our Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.

As a result, we have incurred, and expect to continue to incur in the future, substantial expense, including transformation costs that include professional services, project management and related design and execution charges, as well as costs related to both labor and non-labor restructuring and IT investments, and restructuring charges.

In 2024, we also began using 80/20 guiding principles, which focus on key customers and products through quadrant-based strategies, and we expect this analysis to result in actions to improve operating performance by reducing lower margin sales and removing complexity.

In 2025, we implemented 80/20 guiding principles, which focus on key customers and products through quadrant-based strategies, and we expect this approach to result in improved operating performance by driving margin growth with our highest value customers, reducing lower margin sales and removing complexity in the future.

As a result, it is possible our revenues could be reduced by exiting certain customers and products.

In addition, we may not be able to achieve accelerated growth and margin expansion or operating efficiencies to reduce costs or realize benefits that we anticipate in connection with the foregoing initiatives.

In addition, we may not be able to achieve accelerated growth or ongoing margin expansion and operating efficiencies to reduce costs or realize benefits that we anticipate in connection with the foregoing initiatives.

If we are unable to execute these initiatives as planned, we may not realize all or any of the anticipated benefits, which could have a material adverse effect on our business, financial condition, results of operations and cash flows .

We may experience cost increases and other inflation.

In recent years, we experienced inflationary cost increases of raw materials, such as metals and resins, drives and motors, as well as increases in logistics, transportation, energy, insurance and labor costs (including wages, pensions and health care benefits).

In recent years, we have experienced inflationary cost increases of raw materials, such as metals and resins, drives and motors, as well as increases in logistics, transportation, energy, insurance and labor costs (including wages, pensions and health care benefits).

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

The current U.S.

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

these actions and any reactionary tariff adjustments by other countries may also contribute to inflationary cost increases.

administration has implemented tariffs with an ongoing possibility of implementing additional, or increasing current, tariffs, which have also triggered reactionary tariff adjustments by other countries;

these actions and any additional reactionary tariff adjustments by other countries may continue to contribute to inflationary cost increases.

We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases.

4 unchanged sentences

Interruption of our supply chain could affect our ability to produce or deliver our products and could negatively impact our business and profitability.

In recent years, we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.

In recent years, we have experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.

These disruptions or our failure to effectively respond to them may increase product, logistics or labor costs, limit availability of raw materials or cause delays in delivering our backlog, or may cause an inability to deliver products to our customers or meet customer demand.

43 unchanged sentences

Our success depends in part on our ability to anticipate and effectively manage these and other risks.

We cannot assure that these and other factors will not have a material adverse effect on our international operations or on our business as a whole.

We cannot provide assurance that these and other factors will not have a material adverse effect on our international operations or on our business as a whole.

Changes in U.S.

3 unchanged sentences

greater restrictions on free trade generally;

imposition of or significant increases in tariffs on goods including those imported into the U.S., particularly tariffs on products manufactured in Mexico, China, Canada, or other countries where we purchase, have operations or manufacture or sell products;

imposition of or significant increases in tariffs on goods, including those imported into the U.S., particularly tariffs on steel, aluminum and copper and products manufactured in Mexico, China and the European Union, or other countries where we purchase, have operations or manufacture or sell products;

prohibitions or restrictions on doing business with certain entities, including those with certain relationships with China;

2 unchanged sentences

The current U.S.

administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs, and it remains unclear what the U.S.

administration or foreign governments, including China, will or will not do with respect to tariffs or international trade agreements and policies.

administration has implemented tariffs with an ongoing possibility of implementing additional, or increasing current, tariffs, and it remains unclear what the U.S.

administration or foreign governments, including China, will or will not do with respect to tariffs or international trade agreements and policies, including the United States-Mexico-Canada Agreement, the current version of which is due for review in 2026.

Additionally, the U.S.

government has announced enhanced focus on customs enforcement, including through the creation of a Trade Fraud Task Force, a cross-agency initiative of the U.S.

Departments of Justice and Homeland Security to address trade fraud, tariff evasion and customs violations.

This heightened enforcement paradigm, along with the recent U.S.

Supreme Court decision to strike down certain tariffs imposed under the International Emergency Economic Powers Act, have created additional uncertainty as to the scale and short and long-term effect these tariffs will have.

other governmental action, including threatened actions and uncertainty, related to tariffs or international trade agreements;

changes in U.S.

additional changes in U.S.

social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently purchase, have operations or manufacture and sell products;

and any resulting negative sentiments towards the U.S.

and any negative sentiments towards the U.S.

as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our results.

Product and service quality issues could harm customer confidence in our company and our brands.

If certain of our product and service offerings do not meet applicable safety standards or our customers’ expectations regarding quality, safety or performance, we could experience lost sales and increased costs and we could be exposed to legal, financial and reputational risks.

In addition, a recall or claim could require us to review some or all of our product portfolio to assess whether similar issues are present in other products, which could result in a significant disruption to our business and our results of operations.

We have experienced such quality issues in the past and may experience such issues in the future.

We cannot be certain that our quality controls and procedures will reveal defects in our products or their raw materials, which may not become apparent until after the products have been placed in use in the market.

Accordingly, there is a risk that products will have defects, which could result in loss of sales or delays in market acceptance and require a product recall or field corrective action.

Such remedial actions can be expensive to implement and may damage our reputation and customer relationships.

We have conducted product recalls and field corrective actions in the past and may do so again in the future.

Our ability to compete and generate sales

depends in part on our capacity to meet customer demand and ensure that products and services are delivered to the customer on time.

If we are unable to manufacture and deliver products to customers on time, we could experience lost sales and increased costs and we could be exposed to legal, financial and reputational risks.

The inability to deliver our products to customers on time could also restrict our manufacturing capacity, which could lead to the loss of customers and restrict our ability to grow sales.

The failure to address any of the above factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Intellectual property challenges may hinder our ability to develop, engineer and market our products.

11 unchanged sentences

As of December 31, 2025, our goodwill and intangible assets were $4,611.4 million and represented approximately 67% of our total assets.

Declines in fair market value could result in future goodwill and intangible asset impairment charges.

A decline in fair market value could result in future goodwill and intangible asset impairment charges.

A loss of, or material cancellation, reduction, or delay in purchases by, or delivery of products to, one or more of our largest customers could harm our business.

8 unchanged sentences

In addition, some of our customers may shift their purchases to our competitors in the future.

The loss of one or more of our largest customers, any material cancellation, reduction, or delay in purchases by or delivery of products to these customers, or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The loss of one or more of our largest customers, any material cancellation of, reduction to, or delay in purchases by, or delivery of products to, these customers or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Catastrophic and other events beyond our control may disrupt operations at our manufacturing facilities and those of our suppliers, which could cause us to be unable to meet customer demands or increase our costs, or reduce customer spending.

4 unchanged sentences

We maintain property insurance that we believe to be adequate to provide for reconstruction of facilities and equipment, and to cover business interruption losses resulting from any production interruption or shutdown caused by an insured loss.

However, any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations and may also affect the price and availability of insurance in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

However, any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations and may also affect the price

and availability of insurance in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Seasonality of sales and weather conditions could have a material adverse effect on our financial results.

We experience seasonal demand with end customers and end users within each of our business segments.

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.

While historically we have attempted to mitigate the magnitude of the sales spikes in the Pool segment by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide assurance that these programs will be successful should we continue to use them in the future.

In addition, seasonal effects associated with products within our Flow, Water Solutions and Pool segments may vary from year-to-year and be impacted by weather patterns, such as temperature, heavy flooding and droughts.

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

While historically we have attempted to mitigate the magnitude of the sales spikes in the Pool segment by employing advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide assurance that these programs will be successful should we continue to use them in the future.

In addition, seasonal effects associated with products within our Water Solutions and Pool segments may vary from year-to-year and be impacted by weather patterns, such as temperature, heavy flooding and droughts.

Moreover, adverse weather conditions, such as cold or wet weather, may negatively impact demand for, and sales of, products within our business segments.

33 unchanged sentences

As of December 31, 2025, we had $1,652.7 million of total debt outstanding on a consolidated basis.

Subject to restrictions in our debt agreements, we and our subsidiaries may incur additional indebtedness in the future, including in connection with acquisitions.

Subject to restrictions in our debt agreements, we and our subsidiaries may incur additional indebtedness in the future, including in connection with

acquisitions.

Our level of indebtedness and any future increases in our level of indebtedness may have important effects on our future operations, including, without limitation:

1 unchanged sentence

• increased vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;

• reduced ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes;

• reduced ability to obtain additional financing for working capital, capital expenditures and general corporate and other purposes;

• reduced flexibility in planning for, or reacting to, changes in our business and our industry;

27 unchanged sentences

If ratings for our debt fall below investment grade, our access to the debt capital markets may become restricted.

Additionally, our credit agreements generally include an increase in interest rates if the ratings for our debt are downgraded.

Additionally, our credit agreements generally include an increase in

interest rates if the ratings for our debt are downgraded.

To the extent that our interest rates increase, our interest expense will increase, which could adversely affect our financial condition, results of operations and cash flows.

17 unchanged sentences

Our policies mandate compliance with these anti-bribery laws.

We operate in many parts of

the world that are recognized as having governmental and commercial corruption and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.

We operate in many parts of the world that are recognized as having governmental and commercial corruption and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.

We cannot assure that our internal control policies and procedures will always protect us from negligent, reckless or criminal acts committed by our employees or third-party intermediaries.

8 unchanged sentences

trade laws applicable to our products.

However, even when we are in strict compliance with law and our policies, we may suffer reputational damage if certain of our products are sold through various intermediaries to sanctioned entities or to entities operating in sanctioned countries.

However, even when we are in strict compliance with law and our policies, we may suffer reputational damage if certain of our products are sold through various intermediaries directly to sanctioned entities, to entities that may utilize sanctioned entities to complete transactions, or to entities operating in sanctioned countries.

When we receive information alleging improper activity, our policy is to investigate that information and respond appropriately, including, if warranted, reporting our findings to relevant governmental authorities.

1 unchanged sentence

Any improper actions could subject us to civil or criminal penalties, including material monetary fines, or other adverse actions including denial of import or export privileges, and could damage our reputation and business prospects.

We are exposed to environmental, and health and safety laws, liabilities and litigation.

We are exposed to environmental, health and safety laws, liabilities and litigation.

We are subject to U.S.

4 unchanged sentences

We are also required to comply with various environmental laws and maintain permits, many of which are subject to renewal from time to time, for many of our businesses, and we could be adversely impacted if we are unable to renew existing permits or to obtain any additional permits that may be required.

Compliance with environmental requirements also could require significant operating or capital expenditures or result in significant operational restrictions.

Compliance with environmental requirements

also could require significant operating or capital expenditures or result in significant operational restrictions.

We cannot provide assurance that we have been or will be at all times in compliance with environmental and health and safety laws.

If we violate these laws, we could be fined, criminally charged or otherwise sanctioned by regulators.

We have been named as a defendant, target or a potentially responsible party (“PRP”) in a number of environmental matters relating to our current or former businesses.

We have been named as a defendant, target or a potentially responsible party (“PRP”) in environmental matters relating to our current or former businesses.

We have disposed of a number of businesses and in certain cases, we have retained responsibility and potential liability for certain environmental obligations.

1 unchanged sentence

We may be named as a PRP at other sites in the future for existing business units, as well as both divested and acquired businesses.

In addition to clean-up actions brought by governmental authorities, private parties could bring individual or class-action claims due to the presence of, or exposure to, hazardous substances, including at sites where we did not have operations but may have acquired liability through an acquisition of a business.

In addition to clean-up actions brought by governmental authorities, private parties could bring individual or class-action lawsuits due to the presence of, or exposure to, hazardous substances, including at sites where we did not have operations but may have acquired liability through an acquisition of a business.

Certain environmental laws impose liability on current or previous owners or operators of real property for the cost of removal or remediation of hazardous substances at their properties or at properties at which they have disposed of hazardous substances.

We have projects underway at several current and former manufacturing facilities to investigate and remediate environmental contamination resulting from our past operations or by the operations of divested or acquired businesses or other businesses that previously owned or used the properties.

The cost of remediation and other environmental liabilities can be difficult to accurately predict and is typically excluded by insurance.

We have projects underway at current and former manufacturing facilities to investigate and remediate environmental contamination resulting from our past operations or by the operations of divested or acquired businesses or other businesses that previously owned or used the properties.

The cost of remediation and other environmental liabilities can be difficult to accurately predict and may be excluded by insurance.

In addition, environmental requirements change and tend to become more stringent over time.

2 unchanged sentences

Our subsidiaries, along with numerous other companies, are named as defendants in a substantial number of lawsuits based on alleged exposure to asbestos-containing materials, substantially all of which relate to our discontinued operations.

These cases typically involve product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were attached to or used with asbestos-containing components manufactured by third

parties or to which asbestos insulation was applied after installation.

In addition, some cases brought against us involve the presence of asbestos at facilities that we own or used to own.

These cases typically involve product liability claims alleging manufacture, sale or distribution of industrial products that either contained asbestos or were attached to or used with asbestos-containing components manufactured by third parties or to which asbestos insulation was applied after installation.

It is possible that cases could be brought against us alleging that asbestos was present at facilities we own or used to own.

Each case typically names a large number of product manufacturers, service providers and premises owners.

17 unchanged sentences

We are exposed to certain regulatory, financial and other risks related to climate change and other sustainability matters.

Climate change is receiving ever increasing attention worldwide.

Climate change continues to receive attention worldwide.

Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions.

Environmental Protection Agency (“EPA”) has published findings that emissions of carbon dioxide, methane, and other greenhouse gases (“GHGs”) present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climate changes.

Environmental Protection Agency (“EPA”) has published findings that emissions of carbon dioxide,

methane, and other greenhouse gases (“GHGs”) present a danger to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climate changes.

Based on these findings, the EPA has implemented regulations that require reporting of GHG emissions, or that limit emissions of GHGs from certain mobile or stationary sources.

In addition, the U.S.

Congress and federal and state regulatory agencies have considered other legislation and regulatory proposals to reduce emissions of GHGs, and many states have already taken legal measures to reduce emissions of GHGs, primarily through the development of GHG inventories, GHG permitting and/or regional GHG cap-and-trade programs.

In addition, certain states have already taken legal measures to reduce emissions of GHGs, primarily through the development of GHG inventories, GHG permitting and/or regional GHG cap-and-trade programs.

It is uncertain whether, when and in what form a federal mandatory carbon dioxide emissions reduction program, or other state programs, may be adopted.

1 unchanged sentence

To the extent our customers, particularly our energy and industrial customers, are subject to any of these or other similar proposed or newly enacted laws and regulations, we are exposed to risks that the additional costs by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services.

As customers become increasingly concerned about the environmental impact of their purchases, if we fail to keep up with changing regulations or innovate or operate in ways that minimize the energy use of our products or operations, customers may choose more energy efficient or sustainable alternatives.

As customers become concerned about the environmental impact of their purchases, if we fail to keep up with changing regulations or innovate or operate in ways that minimize the energy use of our products or operations, customers may choose more energy efficient or sustainable alternatives.

These actions could also increase costs associated with our operations, including costs for raw materials and transportation.

2 unchanged sentences

The laws and regulations regarding sustainability disclosures and requirements, including the Corporate Sustainability Reporting Directive in the European Union and various U.S.

state requirements such as in California, are rapidly evolving and could have an adverse effect on our operations and the costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs.

state requirements such as in California, continue to evolve and could have an adverse effect on our operations and the costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs.

As part of our strategy regarding environmental, climate change and sustainability matters, we have set and may adjust corporate responsibility strategic targets or set additional targets aimed at reducing our impact on the environment and climate change and/or targets relating to other sustainability matters.

9 unchanged sentences

As our business increasingly interfaces with employees, customers, dealers and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks.

Our evolution into smart products subjects us to increased cyber and technology risks.

Our evolution into smart and connected products subjects us to increased cyber and technology risks.

The secure operation of our information technology systems and networks is critical to our business operations and strategy.

Cybersecurity threats designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.

Cybersecurity threats designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication, including the risk that threat actors will leverage emerging technology, such as artificial intelligence, to exploit vulnerabilities.

These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of the data we process and maintain.

4 unchanged sentences

While we maintain cybersecurity insurance, the costs related to cybersecurity threats or incidents may not be fully insured, and future cybersecurity coverage may become more expensive if we experience a cybersecurity incident.

In addition, such cybersecurity incidents could result in litigation, reputational impacts, regulatory action and potential liability, and additional costs and operational consequences of implementing further data protection measures.

such cybersecurity incidents could result in litigation, reputational impacts, regulatory action and potential liability and additional costs and operational consequences of implementing further data protection measures.

For information on our cybersecurity risk management, strategy and governance, see ITEM 1C.- Cybersecurity.

5 unchanged sentences

Within the U.S., many states are considering adopting, or have already adopted privacy regulations, including, for example, the California Consumer Privacy Act.

These laws and regulations are rapidly evolving and changing, and could have an adverse effect on our operations.

These laws and regulations are rapidly evolving and could have an adverse effect on our operations.

Companies’ obligations and requirements under these laws and regulations are subject to uncertainty in how courts and governmental authorities may interpret them.

3 unchanged sentences

The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

We may use artificial intelligence in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We are incorporating artificial intelligence solutions into our products, services and features, and we are leveraging artificial intelligence, including generative artificial intelligence and machine learning, in our product development, operations and software programming.

Our competitors or other third parties may incorporate artificial intelligence into their products or operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation and results of operations.

In addition, there are significant risks involved in developing and deploying artificial intelligence and there can be no assurance that the usage of artificial intelligence will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

The rapid evolution of artificial intelligence, including the regulation of artificial intelligence by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services and features to implement artificial intelligence ethically and minimize any unintended harmful impacts.

The use by our employees of artificial intelligence tools or technology can adversely impact our business by posing risks to our confidential or proprietary information and could give rise to legal actions or reputational damage, or otherwise adversely affect our business.

Our workforce may use artificial intelligence tools or technology, which may result in the exposure of our confidential or proprietary information to unauthorized third parties and the misuse of our intellectual property.

Use of artificial intelligence tools or technology may also result in claims against us alleging violation of third-party intellectual property rights.

Use of artificial intelligence tools or technology may also result in inaccurate results that could cause mistakes in the Company’s decision-making or other business activities, which may have a material adverse impact on our business and results of operations.

Further, there is no guarantee that our training and enforcement of procedures governing the use of artificial intelligence will be adequate to safeguard against the unauthorized use of artificial intelligence tools or technology.

We may be negatively impacted by litigation and other claims.

We are currently, and may in the future become, subject to litigation and other claims.

These legal proceedings are typically claims that relate to our products or services or to the conduct of our business and include, without limitation, claims relating to commercial, regulatory or contractual disputes with suppliers, authorities, customers or parties to acquisitions and divestitures;

These legal proceedings are typically claims that relate to our products or services or to the conduct of our businesses and include, without limitation, claims relating to commercial, regulatory or contractual disputes with suppliers, authorities, customers or parties to acquisitions and divestitures;

intellectual property matters;

2 unchanged sentences

matters arising from the use or installation of our products;

consumer protection matters;

and employment and labor matters.

consumer protection matters and employment and labor matters.

The outcome of such legal proceedings cannot be predicted with certainty, and some may be disposed of unfavorably to us.

3 unchanged sentences

In addition, we self-insure a portion of product liability claims and must satisfy deductibles on other insured claims.

Additionally, some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons.

In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations.

Some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons.

In addition, some of our businesses, customers, and dealers are subject to

various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations.

In addition, our indemnification obligations relating to the purchase or sale of businesses could result in litigation or claims of unknown amounts.

21 unchanged sentences

In January 2021, we obtained a determination from the tax authorities in Ireland, the Irish Revenue Commissioners, and in the U.K., HM Revenue & Customs, which states that we are resident for tax purposes only in the U.K.

It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs, we could become, or be regarded as having become, resident in a jurisdiction other than the U.K.

It is possible that in the future, whether as a result of a change in law, the practice of any relevant tax authority or as a result of any change in the conduct of our affairs, we could become, or be regarded as having become, resident in a jurisdiction other than the U.K.

If we cease to be resident in the U.K.

1 unchanged sentence

exit charges, and could become liable for additional tax charges in the other jurisdiction (including dividend withholding taxes or corporate income tax charges).

If we were to be treated as resident in more than one jurisdiction, we could be subject to

taxation in multiple jurisdictions.

If we were to be treated as resident in more than one jurisdiction, we could be subject to taxation in multiple jurisdictions.

If, for example, we were considered to be a tax resident of Ireland, we could become liable for Irish corporation tax, and any dividends paid by us could be subject to Irish dividend withholding tax.

6 unchanged sentences

federal or state securities laws or hear actions against us or those persons based on those laws.

We have been advised that the U.S.

currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.

48 unchanged sentences

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 1A. Risk Factors