What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-25 · 193 added, 210 removed, 1241 unchanged (25% of the section changed)

14 unchanged sentences

Stauch Robert P.

President and Chief Executive Officer Executive Vice President, Chief Financial Officer and Chief Accounting Officer

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

43 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes — Completeness of Uncertain Tax Positions — Refer to Notes 1 and 10 to the financial statements

Goodwill – Impairment Assessment — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

The Company assesses uncertain tax positions (“UTPs”) based upon an evaluation of available information and records a liability when a position taken or expected to be taken in a tax return does not meet certain measurement or recognition criteria.

A tax benefit is recognized only if management believes it is more likely than not that the tax position will be sustained upon examination by the relevant tax authority.

Determining the completeness of UTPs is complex and significant judgment is involved in identifying which positions may not meet the required measurement or recognition criteria.

As of December 31, 2024, the Company’s recorded UTP balance was $ 6.0 million.

The UTP analysis is complex as it includes numerous tax jurisdictions and varying applications of tax laws.

Given the multiple jurisdictions in which the Company operates and the complexity of tax regulations, auditing the completeness of UTPs involved a high degree of auditor judgment, and an increased extent of audit effort, including the need to involve our tax specialists.

As described in Notes 1 and 5 to the consolidated financial statements, the Company's consolidated goodwill balance was $ 3,538.1 million as of December 31, 2025.

Management performs a goodwill impairment test annually in the fourth quarter, or more frequently if events or circumstances indicate that goodwill may be impaired.

Management compares the fair value of the reporting units to the carrying value of the reporting units for goodwill impairment testing.

If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent that a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.

In 2025, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit exceeds its carrying value.

As disclosed by management, the qualitative analysis considered the results of the most recent discounted cash flow fair value assessment of the reporting units and the calculated excess fair value over carrying amount, financial performance, forecasts and trends, market capitalization, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.

After completing the qualitative assessment, the Company determined that it was more likely than not that the fair value of the reporting units exceeded their respective carrying values;

therefore, no quantitative assessment was required.

The principal consideration for our determination that performing procedures relating to the goodwill impairment test for a reporting unit with a carrying value of $1,052.1 million within the Water Solutions reportable segment as a critical audit matter is due to:

i) a high degree of auditor judgment, subjectivity, and effort in performing procedures to assess management's significant assumptions related to evaluation of potential triggering events within the reporting unit that could have a significant effect on the Company's qualitative assessment;

ii) the determination of whether further quantitative analysis of goodwill impairment was required;

and iii) the audit effort that involved the use of professionals with specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures to evaluate the completeness of UTPs in material jurisdictions included the following, among others:

• We tested the effectiveness of controls over management’s determination of the existence of UTPs.

• With the assistance of our income tax specialists, we assessed the Company’s determination of the existence of UTPs.

In particular, our procedures included:

– Evaluating the Company’s significant judgments related to completeness of UTPs in material jurisdictions:

• We performed inquiries of management to assess whether they are aware of any new items or significant changes to the business that would impact the UTP assessment or give rise to new UTPs.

• We evaluated the following:

technical merits of existing UTPs, technical merits of potential UTPs, and significant transactions and their tax implications, including the completeness and accuracy of the underlying data supporting the transactions.

• We assessed the appropriateness and consistency of management’s methods and assumptions used in identifying UTPs.

• We evaluated former and ongoing tax audits by tax authorities.

• We considered changes in and assessed the Company’s interpretation of applicable tax laws.

• We inspected the Company’s summary of differences between the filed tax returns and the tax provision to obtain an understanding of significant differences.

We assessed whether the appropriate UTPs were recorded as well as whether any additional UTPs needed to be considered.

Our audit procedures related to evaluating the Company's qualitative goodwill impairment assessment for the reporting unit included the following, among others:

• Evaluated the design and implementation and tested the operating effectiveness of certain internal controls related to the evaluation of goodwill impairment.

This included a control related to the Company's assessment of potential goodwill triggering events.

• Considered macroeconomic conditions, including tariffs, gross domestic product and inflation by key regions around the world for negative indicators.

• Evaluated information from analyst reports in the water and manufacturing industries, which were compared to industry and market considerations used by the Company.

• Analyzed information including the financial performance of the reporting unit, the Company's market capitalization, and other entity and reporting-unit specific events.

• With the assistance of our fair value specialists, we assessed the appropriateness and mathematical accuracy of the discount rate (i.e., weighted average cost of capital (“WACC”)) calculations for the reporting unit.

/s/ Deloitte & Touche LLP

13 unchanged sentences

Other expense (income)

Loss on sale of business 26.3 — —

Net interest expense 69.4 88.6 118.3

Other (income) expense

Other expense (income)

5.3 ( 3.7 ) 2.0

3 unchanged sentences

Net income from continuing operations 649.5 625.6 622.9

Loss from discontinued operations, net of tax ( 0.2 ) ( 0.2 ) ( 2.3 )

Income (loss) from discontinued operations, net of tax 4.3 ( 0.2 ) ( 0.2 )

Net income $ 653.8 $ 625.4 $ 622.7

4 unchanged sentences

Comprehensive income $ 662.2 $ 593.2 $ 617.3

Earnings (loss) per ordinary share

Earnings per ordinary share

Continuing operations $ 3.96 $ 3.78 $ 3.77

50 unchanged sentences

Net income $ 653.8 $ 625.4 $ 622.7

Loss from discontinued operations, net of tax 0.2 0.2 2.3

(Income) loss from discontinued operations, net of tax

( 4.3 ) 0.2 0.2

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities of continuing operations

3 unchanged sentences

Deferred income taxes ( 4.3 ) ( 11.4 ) ( 92.5 )

Loss on sale of business

Share-based compensation 37.0 39.7 29.1

Asset impairment and write-offs 49.1 17.6 7.9

Amortization of bridge financing debt issuance costs — — 9.0

Pension and other post-retirement expense (benefit)

0.1 12.1 ( 12.2 )

Pension and other post-retirement expense

Pension and other post-retirement contributions ( 10.6 ) ( 12.0 ) ( 8.7 )

Gain on sale of assets — — ( 3.4 )

— ( 3.4 ) ( 2.3 )

Changes in assets and liabilities, net of effects of business acquisitions

11 unchanged sentences

Capital expenditures ( 68.8 ) ( 74.4 ) ( 76.0 )

Purchase of investments

Proceeds from sale of property and equipment 2.4 0.6 5.6

Acquisitions, net of cash acquired ( 108.0 ) ( 0.6 ) ( 1,580.9 )

(Payments) receipts upon the settlement of net investment hedges

Payments upon the settlement of net investment hedges

( 28.9 ) ( 5.8 ) ( 18.5 )

Acquisitions, net of cash acquired ( 292.1 ) ( 108.0 ) ( 0.6 )

Other 0.9 — 4.1

1 unchanged sentence

Financing activities

Net receipts of short-term borrowings

Net borrowings (repayments) of revolving long-term debt

Net (repayments) receipts of short-term borrowings

( 9.3 ) 9.3 —

Proceeds from long-term debt — — 1,391.3

Net borrowings (repayments) of revolving long-term debt 268.2 9.5 ( 320.0 )

Repayments of long-term debt ( 269.3 ) ( 362.5 ) ( 12.5 )

( 362.5 ) ( 12.5 ) ( 88.3 )

Debt issuance costs ( 2.2 ) — —

2 unchanged sentences

Dividends paid ( 164.3 ) ( 152.3 ) ( 145.2 )

(Payments) receipts upon the settlement of cross currency swaps

( 9.1 ) — 12.3

Net cash (used for) provided by financing activities

Payments upon the settlement of cross currency swaps

Net cash used for financing activities

( 402.5 ) ( 636.7 ) ( 468.1 )

9 unchanged sentences

Consolidated Statements of Changes in Equity

In millions Ordinary shares Additional paid-in capital Retained earnings Accumulated other comprehensive loss

In millions Ordinary shares Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss)

Number Amount

3 unchanged sentences

Dividends declared — — — ( 147.0 ) — ( 147.0 )

Share repurchases ( 1.0 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment 0.4 — 18.3 — — 18.3

6 unchanged sentences

Dividends declared — — — ( 155.5 ) — ( 155.5 )

Share repurchases ( 1.6 ) — ( 150.0 ) — — ( 150.0 )

Exercise of options, net of shares tendered for payment 0.8 — 28.8 — — 28.8

4 unchanged sentences

Net income — — — 653.8 — 653.8

Other comprehensive loss, net of tax — — — — ( 32.2 ) ( 32.2 )

Other comprehensive income, net of tax

— — — — 8.4 8.4

Dividends declared — — — ( 167.3 ) — ( 167.3 )

91 unchanged sentences

$ 11.1 $ 7.9 $ 3.2 40.5 %

The $ 9.2 million decrease in net contract assets from December 31, 2023 to December 31, 2024 was primarily the result of timing of milestone payments.

The $ 3.2 million increase in net contract assets from December 31, 2024 to December 31, 2025 was primarily the result of timing of milestone payments.

Approximately 95 % of our contract liabilities at December 31, 2024 were recognized in revenue during the twelve months ended December 31, 2025.

6 unchanged sentences

Revenue by category

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

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

Refer to Note 14 for revenue disaggregated by reportable segment.

10 unchanged sentences

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

(1) Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia.

(2) Other Developed includes Australia, Canada and Japan.

(1) Developing primarily includes China, Latin America, the Middle East and Southeast Asia.

(2) Other Developed primarily includes Australia and Canada.

(3) Net sales in Ireland, for each of the years presented, were not material.

17 unchanged sentences

Estimates used in determining the allowance for credit losses are based on current trends, aging of accounts receivable, periodic credit evaluations of our customers’ financial condition, and historical collection experience as well as reasonable and supportable forecasts of future economic conditions.

We review our allowance for credit losses on a quarterly basis.

Write-offs are recorded at the time all collection efforts have been exhausted.

We generally do not require collateral.

11 unchanged sentences

Inventories are stated at the lower of cost or net realizable value with substantially all inventories recorded using the first-in, first-out (“FIFO”) cost method.

In 2025 and 2024, we recorded inventory impairment of $ 17.1 million and $ 11.3 million, respectively, as a result of restructuring and transformation activities.

The impairment charges were recorded in Cost of goods sold in our Consolidated Statements of Operations and Comprehensive Income.

No material inventory impairment charges were recorded in 2023.

Property, plant and equipment, net

20 unchanged sentences

$ 376.8 $ 358.8

(1) Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia.

(2) Other Developed includes Australia, Canada and Japan.

(1) Developing primarily includes China, Latin America and Southeast Asia.

(2) Other Developed primarily includes Australia.

(3) Property, plant and equipment, net in Ireland, for each of the years presented, were not material.

4 unchanged sentences

The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets.

We recorded $ 9.2 million of long-lived asset impairment charges in 2022 comprised of long-lived assets which were primarily written off as a result of restructuring actions and certain business exits announced in the fourth quarter of 2022.

No material long-lived asset impairment charges were recorded in 2025, 2024 or 2023.

7 unchanged sentences

However, we may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.

During 2024, a qualitative assessment was performed.

As a result, it was determined that it was more likely than not that the fair value of the reporting units exceeded their respective carrying values.

As a result of the qualitative assessments performed during 2025 and 2024, it was determined that it was more likely than not that the fair value of the reporting units exceeded their respective carrying values.

Therefore, a quantitative assessment was not required.

Factors considered in the analysis included the 2023 discounted cash flow fair value assessment of the reporting units and the calculated excess fair value over carrying amount, financial performance, forecasts and trends, market capitalization, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.

2 unchanged sentences

We consider positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value exceeds the carrying amount.

During 2023, a quantitative assessment was performed.

The fair value of each reporting unit was determined using a discounted cash flow analysis and market approach.

Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate.

Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry.

For the 2023 annual impairment test, the estimated fair value significantly exceeded the carrying value in each of our reporting units, therefore, no impairment charge was required.

The non-recurring fair value measurement is a “Level 3” measurement under the fair value hierarchy.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Identifiable intangible assets

3 unchanged sentences

Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment charge of $ 2.7 million was recorded in 2022 related to the write-off of a proprietary technology intangible asset as a result of restructuring initiatives implemented in the fourth quarter of 2022.

The impairment charge was recorded in Selling, general and administrative in our Consolidated Statements of Operations and Comprehensive Income.

An impairment charge of $ 30.9 million was recorded in 2025 related to the write-off of a definite-lived customer relationship intangible asset resulting from a business exit within our Water Solutions segment during the second quarter of 2025.

The impairment charge was recorded in Selling, general and administrative expense in our Consolidated Statements of Operations and Comprehensive Income.

No impairment charges associated with identifiable intangibles with finite lives were recognized in 2024 or 2023.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant.

22 unchanged sentences

The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis.

The service costs are recorded within Operating income and the interest costs, expected return on plan assets and net actuarial gain/loss components of net periodic pension and other post-retirement benefit costs are recorded within Other (income) expense.

Insurance subsidiary

8 unchanged sentences

These modified grants are accounted for as a new award and measured using the fair value method, resulting in the inclusion of additional compensation expense in our Consolidated Statements of Operations and Comprehensive Income.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Restricted share awards and units (“RSUs”) are recorded as compensation cost over the requisite service periods based on the market value on the date of grant.

4 unchanged sentences

The estimated vesting of the PSUs is based on the probability of achieving certain performance metrics over the specified performance period.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

The requisite service period for options and RSUs and the performance period for PSUs may be shorter than the vesting period if the employee becomes retirement eligible before the end of the vesting period.

19 unchanged sentences

New and recently adopted accounting standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures regarding significant expenses.

We adopted the standard retrospectively beginning with our annual reporting for the year ended December 31, 2024.

Refer to Note 14 for further information on our segment reporting.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, “Improvements to Income Tax Disclosures,” which requires new and enhanced disclosures primarily related to income taxes paid and the effective tax rate reconciliation.

We will adopt the standard beginning with our annual reporting for the year ending December 31, 2025.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

We adopted the standard prospectively beginning with our annual reporting for the year ended December 31, 2025.

Refer to Note 10 for further information on our income taxes.

In November 2024, the FASB issued ASU No.

2 unchanged sentences

We are currently evaluating the effect that the updated standard will have on our financial statement disclosures.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

On December 2, 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing, LLC 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 contingent earn-out liabilities 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 for $ 292.1 million in cash, net of cash acquired, and subject to customary adjustments.

The excess purchase price over tangible and identifiable intangible net assets acquired has been preliminarily allocated to goodwill in the amount of $ 169.2 million, all of which is expected to be deductible for income tax purposes.

Identifiable intangible assets acquired include $ 112.0 million of definite-lived customer relationships with an estimated useful life of 18 years and $ 6.2 million of definite-lived proprietary technology intangible assets with an estimated useful life of 7 years.

The pro forma impact of the acquisition was not material.

In December 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing, LLC 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 contingent earn-out liabilities based upon the achievement of certain defined operating results in the two years following the acquisition.

The excess purchase price over tangible and identifiable intangible net assets acquired has been allocated to goodwill in the amount of $ 56.6 million, all of which is expected to be deductible for income tax purposes.

Identifiable intangible assets acquired consisted of $ 51.6 million of definite-lived customer relationships with an estimated useful life of 16 years.

The pro forma impact of the acquisition was not material.

In July 2022, as part of our Water Solutions reportable segment, we acquired the issued and outstanding equity securities of certain subsidiaries of Welbilt, Inc.

(“Welbilt”) and certain other assets, rights, and properties, and assumed certain liabilities, comprising Welbilt’s Manitowoc Ice business (“Manitowoc Ice”), for approximately $ 1.6 billion in cash.

Manitowoc Ice is a designer, manufacturer and distributor of commercial ice machines.

The acquisition of Manitowoc Ice allows us to enhance and deliver our total water management offerings to an expanded network of channel partners and customers.

The purchase price has been allocated based on the fair value of assets acquired and liabilities assumed at the date of the Manitowoc Ice acquisition.

The purchase price allocation was completed in the third quarter of 2023.

The following table summarizes the final allocation of the purchase price to the fair value of assets acquired and liabilities assumed in the Manitowoc Ice acquisition:

Accounts receivable 36.7

Inventories 66.7

Other current assets 3.9

Property, plant and equipment 21.6

Identifiable intangible assets 728.3

Goodwill 789.7

Other assets 0.7

Current liabilities ( 62.7 )

Other liabilities ( 4.8 )

Purchase price $ 1,613.9

The excess of purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $ 789.7 million, all of which is deductible for income tax purposes.

Goodwill recognized from the Manitowoc Ice acquisition primarily reflects the future economic benefit resulting from synergies of our combined operations.

Identifiable intangible assets acquired as part of the Manitowoc Ice acquisition include $ 78.4 million of indefinite-lived trade name intangible assets, $ 588.4 million of definite-lived customer relationships with a weighted-average estimated useful life of 20 years, $ 47.1 million of definite-lived proprietary technology intangible assets with a weighted-average estimated useful life of 10 years and $ 14.4 million of other definite-lived intangible assets with a weighted-average estimated useful life of four months .

The fair values of trade names and proprietary technology acquired in the acquisition were determined using a relief-from-royalty method, and customer relationships and other definite-lived intangible assets acquired were determined using a multi-period excess earnings method.

These methods utilize unobservable inputs that are significant to these fair value measurements and thus classified as Level 3 of the fair value hierarchy described in Note 9.

For the year ended December 31, 2022, non-recurring expense related to the fair value adjustment to acquisition-date inventory of $ 5.8 million, transaction-related charges of $ 19.9 million, and acquisition-related bridge financing costs of $ 9.0 million are reflected in Cost of goods sold , Selling, general and administrative and Net interest expense , respectively, in the Consolidated Statements of Operations and Comprehensive Income.

Manitowoc Ice’s net sales and operating income for the period from the acquisition date to December 31, 2022 were $ 156.3 million and $ 12.2 million, respectively.

For the year ended December 31, 2022, Manitowoc’s operating income includes $ 28.6 million of identifiable intangible asset amortization expense and $ 5.8 million of amortization of inventory fair market value step-up.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

The following table presents unaudited pro forma financial information as if the Manitowoc Ice acquisition had occurred on January 1, 2022, the beginning of the comparable prior annual reporting period:

Year Ended December 31

In millions, except per share data 2022

Pro forma net sales $ 4,328.6

Pro forma net income from continuing operations 486.3

Pro forma earnings per ordinary share - continuing operations

The unaudited pro forma net income from continuing operations includes Manitowoc Ice’s identifiable intangible asset amortization expense of $ 34.1 million for the year ended December 31, 2022.

The unaudited pro forma net income from continuing operations for the year ended December 31, 2022 excludes the impact of $ 34.7 million of transaction-related charges, acquisition-related bridge financing costs and non-recurring expense related to the fair value adjustment to acquisition-date inventory.

The pro forma condensed consolidated financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above.

The adjustments are estimates based on currently available information and actual amounts may differ materially from these estimates.

They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the Manitowoc Ice acquisition.

The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the Manitowoc Ice acquisition occurred on January 1, 2022.

Earnings Per Share

8 unchanged sentences

Diluted 165.5 167.1 166.3

Earnings (loss) per ordinary share

Earnings per ordinary share

Continuing operations $ 3.96 $ 3.78 $ 3.77

6 unchanged sentences

Restructuring and Transformation Program

In 2021, we launched and committed resources to a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes (the “Transformation Program”).

We have a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes (the “Transformation Program”).

The Transformation Program is structured in multiple phases and is expected to empower us to work more efficiently and optimize our business to better serve our customers while meeting our financial objectives.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

During 2025, 2024 and 2023, we initiated and continued execution of activities associated with our Transformation Program as well as initiated and continued certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Restructuring and Transformation Program initiatives during the years ended December 31, 2025, 2024 and 2023 included a reduction in hourly and salaried headcount of approximately 325 employees, 575 employees and 475 employees, respectively.

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

Pentair plc and Subsidiaries

Notes to consolidated financial statements

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

Years ended December 31

14 unchanged sentences

(1) Consists of inventory and long-lived asset impairments and write-offs associated with restructuring or transformation activities.

An identifiable intangible asset was also impaired in 2022 as a result of certain business exits.

(2) Other restructuring costs and related adjustments primarily consist of certain accruals and related refinements as well as various contract termination costs associated with business and product line exits.

27 unchanged sentences

Total goodwill $ 3,286.6 $ 169.2 $ 82.3 $ 3,538.1

In millions December 31, 2022 Purchase

In millions December 31, 2023 Acquisitions Foreign

translation December 31, 2024

18 unchanged sentences

Identifiable intangible asset amortization expense in 2025, 2024 and 2023 was $ 58.1 million, $ 54.3 million and $ 55.3 million, respectively.

An impairment charge of $ 2.7 million was recorded in 2022 related to the write-off of a proprietary technology intangible asset as a result of a business exit announced in the fourth quarter of 2022.

The impairment charge was recorded in Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income.

No impairment charge was recorded for identifiable intangible assets in 2024 or 2023.

47 unchanged sentences

Deferred compensation plan liabilities 32.3 29.4

Foreign currency contract liabilities 16.3 70.0

Foreign currency and interest rate contract liabilities

Other non-current liabilities 34.0 41.6

14 unchanged sentences

Term Loan Facility 5.114 % 2027 575.0 825.0

Term loans (Senior Credit Facility) N/A 2024 — 200.0

Senior notes - fixed rate (1)

4.650 % 2025 19.3 19.3

N/A 2025 — 19.3

Senior notes - fixed rate (1)

2 unchanged sentences

5.900 % 2032 400.0 400.0

5.533 % 2025 9.3 —

N/A 2025 — 9.3

Unamortized debt issuance costs and discounts

6 unchanged sentences

are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc.

as borrowers, providing for a $ 900.0 million senior unsecured revolving credit facility.

During 2024, PFSA repaid $ 200.0 million of term loans under the Senior Credit Facility.

The revolving credit facility has a maturity date of December 16, 2026.

as borrowers, which was amended and restated in May 2025, providing for a $ 900.0 million senior unsecured revolving credit facility.

The Senior Credit Facility has a maturity date of May 5, 2030.

Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin.

15 unchanged sentences

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 December 31, 2024 as we have the intent and ability to refinance such obligations on a long-term basis under the revolving credit facility under the Senior Credit Facility.

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

Debt outstanding, excluding unamortized issuance costs and discounts , at December 31, 2025 matures on a calendar year basis as follows:

14 unchanged sentences

The majority of our foreign currency contracts have an original maturity date of less than one year.

At December 31, 2024, there were no outstanding foreign currency derivative contracts.

At December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S.

dollar equivalent amounts of $ 23.2 million.

At December 31, 2024, there were no outstanding foreign currency derivative contracts.

The impact of these contracts on the Consolidated Statements of Operations and Comprehensive Income was not material for any period presented.

Cross currency swaps

At December 31, 2024 and 2023, we had outstanding cross currency swap agreements with a combined notional amount of $ 728.5 million and $ 940.2 million, respectively.

At December 31, 2025 and 2024, we had outstanding cross currency swap agreements with a combined notional amount of $ 1.1 billion and $ 728.5 million, respectively.

The agreements are accounted for as either cash flow hedges, to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges to manage our exposure to fluctuations in the Euro-U.S.

3 unchanged sentences

The cash flows that relate to principal balances are classified as financing activities for the cash flow hedges on intercompany debt and investing activities for the net investment hedges.

In December 2025, €150 million of our cross currency swap agreements matured, resulting in a net cash payment of $28.4 million, of which $28.9 million is included in investing activities and $0.5 million of interest income is included within operating activities on the Consolidated Statements of Cash Flows.

Subsequent to the termination, we entered into new cross currency swap agreements with euro notional amounts matching the original swap agreements.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

In December 2024, a cross currency swap agreement, which was accounted for as a cash flow hedge, matured, resulting in a net cash payment of $ 8.3 million, of which $ 9.1 million is included within financing activities and $ 0.8 million of interest income included within operating activities on the Consolidated Statements of Cash Flows.

In October 2025, we entered into a new cross currency swap agreement with a notional amount of € 212 million, designated as a cash flow hedge, which will hedge the cash flows related to foreign currency exchange rate fluctuations on intercompany debt.

In December 2024, a cross currency swap agreement, which was accounted for as a cash flow hedge, matured, resulting in a net cash payment of $ 8.3 million, of which $ 9.1 million is included within financing activities and $ 0.8 million of interest income is included within operating activities on the Consolidated Statements of Cash Flows.

In November 2024, we entered into transactions to early terminate and cash settle € 450.0 million our cross currency swap agreements, resulting in total net cash received of $ 11.4 million, of which $ 10.6 million is included within investing activities and $ 0.8 million of interest income is included within operating activities on the Consolidated Statements of Cash Flows.

2 unchanged sentences

Subsequent to the termination, we entered into new cross currency swap agreements with euro notional amounts matching the original swap agreement.

In December 2023, we terminated a € 150.0 million cross currency swap agreement, resulting in a net cash payment of $ 17.6 million, of which $ 18.5 million is included within investing activities and $ 0.9 million of interest income is included within operating activities on the Consolidated Statements of Cash Flows.

Subsequent to the termination, we entered into new cross currency swaps with a combined notional amount of € 300.0 million.

Hedging of variable interest rates

3 unchanged sentences

Unrealized gains and losses related to the fair value of the interest rate swaps are recorded in Accumulated other comprehensive loss on our Consolidated Balance Sheets.

We had unrealized gains of $ 1.9 million and $ 0.3 million at December 31, 2024 and 2023, respectively, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity.

We had an unrealized loss of $ 0.2 million at December 31, 2025 and an unrealized gain of $ 1.9 million at December 31, 2024, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity.

The periodic interest settlements related to our interest rate swaps and collars are classified as operating activities.

27 unchanged sentences

Recurring fair value measurements

Interest rate contract assets

$ — $ 1.9 $ — $ — $ 1.9

Foreign currency contract assets

Interest rate contract liabilities

$ — $ ( 0.2 ) $ — $ — $ ( 0.2 )

4 unchanged sentences

Total recurring fair value measurements $ 32.3 $ ( 69.0 ) $ ( 8.0 ) $ — $ ( 44.7 )

Nonrecurring fair value measurements (1)

1) During the year ended December 31, 2025, we recorded an impairment charge on a definite-lived customer relationship intangible asset of $ 30.9 million.

We determined the value using unobservable inputs and wrote the balance of the definite-lived intangible asset to zero.

The impairment charge was recorded in Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income.

December 31, 2024

6 unchanged sentences

Deferred compensation plan assets 15.0 — — 14.4 29.4

Contingent earn-out liabilities

— — ( 8.0 ) — ( 8.0 )

Total recurring fair value measurements $ 15.0 $ ( 11.9 ) $ ( 8.0 ) $ 14.4 $ 9.5

In December 2024, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”).

In conjunction with the acquisition of G & F Manufacturing, we recorded an estimated fair value of $ 8.0 million of contingent earn-out liabilities, which are considered Level 3 under our fair value hierarchy.

The recorded fair value of the associated contingent earn-out liabilities was reviewed as of December 31, 2024, with no further change in fair value.

The recorded fair value of the associated contingent earn-out liabilities was reviewed as of December 31, 2025, with no change in fair value.

The fair value of the contingent earn-out liabilities will be re-measured for each reporting period until resolution of the contingent earn-out payments, and any resulting changes to fair value would be recorded in earnings.

28 unchanged sentences

(2) “ International” represents non-U.K.

Reconciliations of the federal statutory income tax rate to our effective tax rate were as follows:

Reconciliations of the federal statutory income tax rate to our effective tax rate by amount (in millions) and percent for the year ended December 31, 2025 were as follows:

Year ended December 31, 2025

federal statutory rate

$ 189.1 25.0 %

Foreign tax effects

Statutory tax rate difference between Switzerland and U.K.

( 73.1 ) ( 9.7 )

Partnership impacts

( 23.7 ) ( 3.1 )

Cantonal income taxes

Other 3.5 0.5

United States

Statutory tax rate difference between U.S.

( 8.7 ) ( 1.2 )

Excess tax benefits on stock-based compensation

( 7.8 ) ( 1.0 )

Other foreign jurisdictions

Worldwide changes in prior year unrecognized tax benefits

$ 107.0 14.1 %

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Reconciliations of the federal statutory income tax rate to our effective tax rate for the years ended December 31, 2024 and 2023 were as follows:

Years ended December 31

10 unchanged sentences

Change in tax basis in foreign assets (3)

0.2 ( 8.0 ) —

Effective tax rate 13.0 % ( 0.6 ) %

5 unchanged sentences

(3) The 2023 impact primarily represents the initial recognition of tax basis in intangible assets in foreign jurisdictions and the related valuation allowance .

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Income taxes paid (net of refunds received) for the year ended December 31, 2025 were as follows:

Year ended December 31, 2025

United States

Other foreign jurisdictions

Reconciliations of the beginning and ending gross unrecognized tax benefits were as follows:

8 unchanged sentences

We record gross unrecognized tax benefits in Other current liabilities and Other non-current liabilities in the Consolidated Balance Sheets.

The $ 6.0 million of total gross unrecognized tax benefits as of December 31, 2024, if recognized, would impact the effective tax rate.

It is reasonably possible that the gross unrecognized tax benefits as of December 31, 2024 may decrease by a range of zero to $ 1.0 million during 2025, primarily as a result of the resolution of tax audits.

Included in the $ 6.7 million of total gross unrecognized tax benefits as of December 31, 2025 was $ 5.4 million of tax benefits that, if recognized, would impact the effective tax rate.

Based on the outcome of these examinations, or as a result of the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that certain unrecognized tax benefits for tax positions taken on previously filed tax returns will materially change from those recorded as liabilities in our financial statements.

A number of tax periods from 2009 to present are under audit by tax authorities in various jurisdictions, including Belgium, Germany and India.

A number of tax periods from 2009 to present are under audit by tax authorities in various jurisdictions, including Germany, India, Singapore, the U.S.

and various U.S.

We anticipate that several of these audits may be concluded in the foreseeable future.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

We record penalties and interest related to unrecognized tax benefits in Provision (benefit) for income taxes and Net interest expense , respectively, in the Consolidated Statements of Operations and Comprehensive Income.

At December 31, 2024, we have no liabilities for the possible payment of penalties, and at December 31, 2023, we had liabilities of $ 0.3 million for the possible payment of penalties.

At December 31, 2025 and 2024, we had no liabilities for the possible payment of penalties.

At December 31, 2025 and 2024, we had $ 3.5 million and $ 3.9 million, respectively, for the possible payment of interest expense, which are recorded in Other current liabilities in the Consolidated Balance Sheets.

7 unchanged sentences

$ 86.7 $ 85.2

Pentair plc and Subsidiaries

Notes to consolidated financial statements

The tax effects of the major items recorded as deferred tax assets and liabilities were as follows:

28 unchanged sentences

It is not practicable to estimate the amount of tax that might be payable if such earnings were to be remitted.

The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate.

For the year ended December 31, 2024, the impact of Pillar Two on our consolidated financial statements was not material.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate.

For the year ended December 31, 2025, the impact of Pillar Two on our consolidated financial statements was not material.

On July 4, 2025, the U.S.

enacted H.R.1 – One Big Beautiful Bill Act (the “Act”).

The Act contains numerous income tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and modifications to the international tax framework.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

For the year ended December 31, 2025, the impact of the Act on our consolidated financial statements was not material.

Benefit Plans

18 unchanged sentences

— ( 2.0 ) — —

Actuarial (gain) loss (2)

Actuarial loss (gain) (2)

3.0 ( 2.7 ) 0.2 ( 0.6 )

16 unchanged sentences

(1) The settlement and curtailment in 2024 related to a reduction in headcount in one of our pension plans as a result of ongoing transformation initiatives.

(2) The actuarial gain in 2024 was primarily due to increases in discount rates to reflect economic conditions at December 31, 2024.

(2) The actuarial loss in 2025 was primarily due to declines in discount rates to reflect economic conditions at December 31, 2025.

The actuarial gain in 2024 was primarily due to increases in discount rates to reflect economic conditions at December 31, 2024.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Amounts recorded in the Consolidated Balance Sheets were as follows:

6 unchanged sentences

The accumulated benefit obligation for our pension plans was $ 83.4 million and $ 82.6 million at December 31, 2025 and 2024, respectively.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Information for pension plans with an accumulated benefit obligation or projected benefit obligation in excess of plan assets as of December 31 was as follows:

12 unchanged sentences

Expected return on plan assets ( 0.6 ) ( 0.6 ) ( 0.8 )

Net actuarial (gain) loss

Net actuarial loss (gain)

2.3 ( 2.9 ) 7.1

Net periodic benefit expense (income)

Net periodic benefit expense

$ 6.9 $ 0.1 $ 12.1

15 unchanged sentences

The discount rate reflects the current rate at which the pension liabilities could be effectively settled.

The discount rate was determined by matching our expected benefit payments to payments from a stream of bonds rated AA or higher available in the marketplace.

The discount rate was determined by matching our expected benefit payments to payments from a stream of bonds rated AA or higher available in the

Pentair plc and Subsidiaries

Notes to consolidated financial statements

There are no known or anticipated changes in our discount rate assumptions that will impact our pension expense in 2026.

2 unchanged sentences

In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecasted economic conditions, our asset allocations, input from external consultants and broader long-term market indices.

Pension plan assets yielded gains of 1.97 % and 2.82 % in 2024 and 2023, respectively, and a loss of 16.86 % in 2022.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Pension plan assets yielded gains of 4.01 %, 1.97 % and 2.82 % in 2025, 2024 and 2023, respectively.

Healthcare cost trend rates

27 unchanged sentences

Investments measured at NAV 19.1

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Valuation methodologies used for investments measured at fair value were as follows:

• Cash and cash equivalents — Cash consists of cash held in bank accounts and is considered a Level 1 investment.

• Cash and cash equivalents — Cash consists of investments in an institutional money market fund that permits daily redemption, the fair value of which is based upon the quoted price in active markets and is considered a Level 1 investment.

• Other investments — Other investments include investments in commingled funds with diversified investment strategies.

Investments in commingled funds that were valued based on unobservable inputs due to liquidation restrictions were classified as Level 3.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Activity for our Level 3 pension plan assets held during the year ended December 31, 2025 was not material.

Activity for our Level 3 pension plan assets held during the year ended December 31, 2024 was as follows:

7 unchanged sentences

Ending balance $ 8.0

Activity for our Level 3 pension plan assets held during the year ended December 31, 2023 was not material.

Contributions

15 unchanged sentences

Total other accrued retirement compensation, primarily related to deferred compensation and supplemental retirement plans, was $ 38.1 million and $ 35.7 million as of December 31, 2025 and 2024, respectively, and is included in Pension and other post-retirement compensation and benefits and Other non-current liabilities in the Consolidated Balance Sheets.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Shareholders’ Equity

2 unchanged sentences

Share repurchases

In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $ 750.0 million.

This authorization expires on December 31, 2025.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

During the year ended December 31, 2023, no ordinary shares were repurchased.

During the year ended December 31, 2024, we repurchased 1.6 million of our ordinary shares for $ 150.0 million.

As of December 31, 2024, we had $ 450.0 million available for share repurchases under this authorization.

In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $ 750.0 million (the “2020 Authorization”).

The 2020 Authorization expired on December 31, 2025.

In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $ 1.0 billion (the “2025 Authorization”).

The 2025 Authorization supplemented the 2020 Authorization and expires on December 31, 2028.

During the year ended December 31, 2024, we repurchased 1.6 million of our ordinary shares for $ 150.0 million under the 2020 Authorization.

During the year ended December 31, 2025, we repurchased 2.3 million of our ordinary shares for $ 225.0 million under the 2020 Authorization.

As of December 31, 2025, we had $ 1.0 billion available for share repurchases under the 2025 Authorization.

Dividends payable

On December 15, 2025, the Board of Directors approved a regular quarterly cash dividend of $ 0.27 per share that was paid on February 6, 2026 to shareholders of record at the close of business on January 23, 2026.

This dividend reflects a 9 percent increase in the Company’s regular cash dividend rate.

This dividend reflects an 8 percent increase in the Company’s regular cash dividend rate.

The balance of dividends payable included in Other current liabilities on our Consolidated Balance Sheets was $ 44.1 million at December 31, 2025.

20 unchanged sentences

The 2020 Share Plan prohibits the Committee from re-pricing awards or canceling and reissuing awards at lower prices.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Non-qualified and incentive stock options

5 unchanged sentences

Restricted shares and restricted stock units are valued at market value on the date of grant and are expensed over the vesting period.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Stock appreciation rights, performance shares and performance units

31 unchanged sentences

If other assumptions had been used, share-based compensation expense, as calculated and recorded under the accounting guidance, could have been affected.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

We based the expected life assumption on historical experience as well as the terms and vesting periods of the options granted.

For purposes of determining expected volatility, we considered a rolling average of historical volatility measured over a period approximately equal to the expected option term.

For purposes of determining expected share price volatility, we considered a rolling average of historical volatility measured over a period approximately equal to the expected option term.

The risk-free rate for periods that coincide with the expected life of the options is based on the U.S.

2 unchanged sentences

The tax benefit related to options exercised was $ 2.6 million, $ 6.7 million and $ 1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Restricted stock units

5 unchanged sentences

Vested ( 0.3 ) 62.94

Forfeited ( 0.1 ) 62.86

Outstanding as of December 31, 2025 0.4 $ 77.11

2 unchanged sentences

The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023, was $ 15.9 million, $ 14.9 million and $ 17.6 million, respectively.

The tax benefit related to restricted stock units vested was $ 3.4 million, $ 2.7 million and $ 2.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The tax benefit related to restricted stock units vested was $ 3.4 million for the years ended December 31, 2025 and 2024, and $ 2.7 million for the year ended December 31, 2023.

Performance share units

8 unchanged sentences

As of December 31, 2025, there was $ 14.8 million of unrecognized compensation cost related to performance share compensation arrangements granted under the 2020 Plan and previous plans.

That cost is expected to be recognized over a weighted-average period of 1.2 years.

The tax benefits related to performance share units were $ 0.9 million for the years ended December 31, 2024 and 2023, and $ 0.3 million for the year ended December 31, 2022.

That cost is expected to be recognized over a weighted-average period of 1.0 year.

The tax benefit related to performance share units was $ 1.0 million for the year ended December 31, 2025, and $ 0.9 million for the years ended December 31, 2024 and 2023.

Segment Information

1 unchanged sentence

We define our reportable segments on the basis of the way in which internally reported financial information is regularly reviewed by the CODM to analyze financial performance, make decisions and allocate resources.

The discussion and figures below are reporting on historical prior periods and reflect our reportable segment composition as of and prior to December 31, 2025.

Based on this, we classify our operations into the following reportable segments:

• Flow — The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value.

This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, 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.

These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and

Pentair plc and Subsidiaries

Notes to consolidated financial statements

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.

• Water Solutions — The focus of this segment is to provide great tasting, higher-quality water and ice while helping people use water more productively.

This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, and point-of-entry and point-of-use water treatment systems.

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.

These water treatment products and systems are for use in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations.

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

This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, 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.

5 unchanged sentences

These activities do not meet the criteria for a stand-alone reportable segment under accounting standards codification (“ASC”) 280.

The accounting policies for our reportable segments are consistent with those described in Note 1.

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

29 unchanged sentences

Transformation costs ( 40.8 )

Pension and other post-retirement mark-to-market gain

Pension and other post-retirement mark-to-market loss

Asset impairment and write-offs ( 49.1 )

Loss on sale of business

Deal-related costs and expenses

Legal accrual adjustments and settlements ( 11.6 )

3 unchanged sentences

Income from continuing operations before income taxes $ 756.5

(1) One customer in the Pool business represented approximately 15 % of our consolidated net sales in 2024.

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

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

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

In millions Flow

13 unchanged sentences

Transformation costs ( 52.1 )

Pension and other post-retirement mark-to-market loss

Pension and other post-retirement mark-to-market gain

Asset impairment and write-offs ( 17.6 )

2 unchanged sentences

Interest expense, net

Other expense

Income from continuing operations before income taxes $ 718.9

(1) One customer in the Pool business represented approximately 15 % of our consolidated net sales in 2023.

Pentair plc and Subsidiaries

15 unchanged sentences

Transformation costs ( 44.3 )

Inventory step-up ( 5.8 )

Pension and other post-retirement mark-to-market gain

Pension and other post-retirement mark-to-market loss

Asset impairment and write-offs ( 7.9 )

Russia business exit impact ( 4.7 )

Deal-related costs and expenses

Legal accrual adjustments and settlements

1 unchanged sentence

Interest expense, net

Other expense

Income from continuing operations before income taxes $ 618.9

(1) One customer in the Pool business represented approximately 20 % of our consolidated net sales in 2022.

(1) One customer in the Pool business represented approximately 18 % of our consolidated net sales in 2025, and 15 % in both 2024 and 2023.

8 unchanged sentences

Environmental matters

We have been named as defendant, target or a potentially responsible party in a number of environmental clean-ups relating to our current or former business units.

We have been named as defendant, target or a potentially responsible party in environmental clean-ups relating to our current or former business units.

Accruals for environmental matters are recorded on a site-by-site basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies.

2 unchanged sentences

As of December 31, 2025 and 2024, our recorded reserves for environmental matters were not material.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Product liability claims

2 unchanged sentences

Penwald records a liability for these claims based on actuarial projections of ultimate losses.

For all other claims, accruals covering the claims are recorded, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information.

For all other claims, accruals covering the claims are recorded, on an undiscounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably

Pentair plc and Subsidiaries

Notes to consolidated financial statements

estimated based on existing information.

The accruals are adjusted periodically as additional information becomes available.

22 unchanged sentences

Weighted-average discount rate of operating leases 5.7 % 5.6 %

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Future minimum lease commitments under non-cancelable operating leases as of December 31, 2025 were as follows:

3 unchanged sentences

Total $ 127.3

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Warranties and guarantees

20 unchanged sentences

Ending balance $ 69.8 $ 67.2 $ 65.0

Pentair plc and Subsidiaries

Notes to consolidated financial statements

Stand-by letters of credit, bank guarantees and bonds

6 unchanged sentences

As of December 31, 2025 and 2024, the outstanding value of bonds, letters of credit and bank guarantees totaled $ 115.0 million and $ 102.1 million, respectively.

Pentair plc and Subsidiaries

Notes to consolidated financial statements

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data