What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-28 compared with 2025-10-21 · 127 added, 273 removed, 523 unchanged (43% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Three months ended Nine months ended

In millions, except per-share data September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three months ended

In millions, except per-share data March 31,

2026 March 31,

Net sales $ 1,036.7 $ 1,010.4

1 unchanged sentence

Gross profit 433.4 403.3

Selling, general and administrative expenses 162.2 190.4 552.6 540.7

Research and development expenses 24.7 22.9 73.4 71.8

Selling, general and administrative

Research and development

Operating income 210.0 203.1

Other expense (income)

Loss on sale of business

Other expense

Net interest expense 20.1 19.7

Other expense (income)

0.6 ( 0.1 ) 2.1 0.8

Other expense

Income from continuing operations before income taxes 189.4 182.9

1 unchanged sentence

Net income from continuing operations 160.8 154.9

Loss from discontinued operations, net of tax

— — — ( 0.2 )

Income from discontinued operations, net of tax 11.6 —

Net income $ 172.4 $ 154.9

17 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

September 30,

2026 December 31,

14 unchanged sentences

Current liabilities

Current maturities of short-term borrowings $ — $ 9.3

Accounts payable $ 332.5 $ 301.5

9 unchanged sentences

Commitments and contingencies (Note 15)

Ordinary shares $ 0.01 par value, 426.0 authorized, 163.6 and 164.8 issued at September 30, 2025 and December 31, 2024, respectively

Ordinary shares $ 0.01 par value, 426.0 authorized, 161.6 and 163.2 issued at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,118.6 1,313.1

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine months ended

In millions September 30,

2025 September 30,

Three months ended

In millions March 31,

2026 March 31,

Operating activities

Net income $ 172.4 $ 154.9

Loss from discontinued operations, net of tax

Income from discontinued operations, net of tax

Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities

3 unchanged sentences

Deferred income taxes 1.8 11.5

Loss on sale of business

Share-based compensation 15.7 12.6

8 unchanged sentences

Other non-current assets and liabilities 0.3 3.8

Net cash provided by operating activities of continuing operations

Net cash used for operating activities of discontinued operations — ( 0.2 )

Net cash provided by operating activities

Net cash used for operating activities

( 67.4 ) ( 38.9 )

Investing activities

Capital expenditures ( 18.5 ) ( 16.8 )

Purchase of investments

Proceeds from sale of property and equipment 0.2 —

Payments upon the settlement of net investment hedges

Acquisitions, net of cash acquired ( 292.2 ) —

Other 0.9 ( 0.5 )

Net cash used for investing activities ( 18.3 ) ( 16.8 )

2 unchanged sentences

Net borrowings of revolving long-term debt

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

Debt issuance costs ( 2.2 ) —

Shares issued to employees, net of shares withheld ( 10.2 ) ( 8.6 )

1 unchanged sentence

Dividends paid ( 44.1 ) ( 41.2 )

Net cash used for financing activities

( 370.8 ) ( 560.0 )

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents 1.2 ( 9.5 )

20 unchanged sentences

161.6 $ 1.7 $ 1,118.6 $ 2,951.4 $ ( 261.6 ) $ 3,810.1

Net income — — — 148.5 — 148.5

Other comprehensive loss, net of tax — — — — ( 0.5 ) ( 0.5 )

Dividends declared, $ 0.25 per share

— — — ( 41.0 ) — ( 41.0 )

Share repurchases ( 0.7 ) — ( 75.0 ) — — ( 75.0 )

Exercise of options, net of shares tendered for payment 0.2 — ( 1.7 ) — — ( 1.7 )

Issuance of restricted shares, net of cancellations ( 0.1 ) — — — — —

Shares surrendered by employees to pay taxes — — ( 0.3 ) — — ( 0.3 )

Share-based compensation — — 8.6 — — 8.6

Balance - June 30, 2025 163.9 $ 1.7 $ 1,387.3 $ 2,557.3 $ ( 274.1 ) $ 3,672.2

Net income — — — 184.3 — 184.3

Other comprehensive income, net of tax

— — — — 2.4 2.4

Dividends declared, $ 0.25 per share

— — — ( 41.0 ) — ( 41.0 )

Share repurchases

( 0.5 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment 0.2 — 8.4 — — 8.4

Share-based compensation — — 6.1 — — 6.1

Balance - September 30, 2025 163.6 $ 1.7 $ 1,351.8 $ 2,700.6 $ ( 271.7 ) $ 3,782.4

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

6 unchanged sentences

— — — ( 41.2 ) — ( 41.2 )

Share repurchases ( 0.6 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment — — 0.6 — — 0.6

4 unchanged sentences

164.5 $ 1.7 $ 1,455.7 $ 2,449.8 $ ( 273.6 ) $ 3,633.6

Net income — — — 186.1 — 186.1

Other comprehensive loss, net of tax — — — — ( 3.9 ) ( 3.9 )

Dividends declared, $ 0.23 per share

— — — ( 38.1 ) — ( 38.1 )

Share repurchases ( 0.6 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment 0.1 — 3.7 — — 3.7

Shares surrendered by employees to pay taxes — — ( 0.5 ) — — ( 0.5 )

Share-based compensation — — 8.4 — — 8.4

Balance - June 30, 2024 165.5 $ 1.7 $ 1,569.2 $ 2,109.3 $ ( 247.3 ) $ 3,432.9

Net income — — — 139.6 — 139.6

Other comprehensive loss, net of tax — — — — ( 3.2 ) ( 3.2 )

Dividends declared, $ 0.23 per share

— — — ( 38.0 ) — ( 38.0 )

Share repurchases

( 0.6 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment 0.3 — 8.0 — — 8.0

Shares surrendered by employees to pay taxes — — ( 0.5 ) — — ( 0.5 )

Share-based compensation — — 10.0 — — 10.0

Balance - September 30, 2024 165.2 $ 1.7 $ 1,536.7 $ 2,210.9 $ ( 250.5 ) $ 3,498.8

See accompanying notes to condensed consolidated financial statements.

9 unchanged sentences

Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.

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

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

The Pool segment remains unchanged.

The applicable prior period amounts related to this change have been retrospectively reclassified to conform to the new composition.

These changes have no impact on the Company’s historical consolidated financial performance or results of operations.

Our fiscal year ends on December 31.

3 unchanged sentences

Geographic net sales information, based on geographic destination of the sale, was as follows:

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three months ended

In millions March 31,

2026 March 31,

$ 730.9 $ 724.7

1 unchanged sentence

Developing (1)

130.6 129.9 375.8 391.9

Other Developed (2)

60.8 58.9 171.9 175.8

Consolidated net sales $ 1,036.7 $ 1,010.4

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

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

(2) Other Developed primarily includes Australia and Canada.

Vertical market net sales information was as follows:

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three months ended

In millions March 31,

2026 March 31,

Residential $ 566.4 $ 580.4

2 unchanged sentences

Consolidated net sales $ 1,036.7 $ 1,010.4

Performance obligations

As of September 30, 2025, we had $ 102.4 million of remaining performance obligations on contracts with an original expected duration of one year or more.

We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 18 months.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Performance obligations

As of March 31, 2026, we had $ 123.3 million of remaining performance obligations on contracts with an original expected duration of one year or more.

We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 18 months.

Contract assets and liabilities

Contract assets and liabilities consisted of the following:

In millions September 30,

In millions March 31,

2026 December 31,

3 unchanged sentences

Net contract assets $ 8.6 $ 11.1 $ ( 2.5 ) ( 22.5 ) %

The $ 8.5 million increase in net contract assets from December 31, 2024 to September 30, 2025 was primarily the result of timing of milestone payments.

Approximately 90 % of our contract liabilities at December 31, 2024 were recognized in revenue in the first nine months of 2025.

On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC for $ 292.2 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 $ 166.6 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.

Total share-based compensation expense for the three and nine months ended September 30, 2025 and 2024 was as follows:

The $ 2.5 million decrease in net contract assets from December 31, 2025 to March 31, 2026 was primarily the result of timing of milestone payments.

Approximately 60 % of our contract liabilities at December 31, 2025 were recognized in revenue in the first quarter of 2026.

Total share-based compensation expense for the three months ended March 31, 2026 and 2025 was as follows:

Three months ended

Nine months ended

In millions September 30,

2025 September 30,

2024 September 30,

2025 September 30,

In millions March 31,

2026 March 31,

Restricted stock units $ 3.9 $ 3.3

19 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.

During the nine months ended September 30, 2025, 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 included a reduction in hourly and salaried headcount of approximately 230 employees during the nine months ended September 30, 2025.

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

During the three months ended March 31, 2026, we initiated and continued execution of activities associated with our Transformation Program as well as initiated and continued certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Restructuring and Transformation Program initiatives included a reduction in hourly and salaried headcount of approximately 50 employees during the three months ended March 31, 2026.

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

Three months ended

Nine months ended

In millions September 30,

2025 September 30,

2024 September 30,

2025 September 30,

In millions March 31,

2026 March 31,

Restructuring Initiatives

1 unchanged sentence

Other restructuring costs and related adjustments (1)

1.1 10.9 6.0 11.8

Total restructuring costs 13.7 9.7

Transformation Program

Severance and related costs — — — 0.7

Asset impairment and write-offs

0.7 2.8 16.2 2.8

Other transformation costs (2)

10.8 12.6 32.4 40.7

Total transformation costs 11.5 14.3

Total restructuring and transformation costs $ 25.2 $ 24.0

(1) Other restructuring costs and related adjustments primarily consist of certain accruals and related refinements as well as various contract termination costs, asset impairments and inventory write-offs associated with business and product line exits.

(1) Other restructuring costs and related adjustments primarily consist of certain accruals and related refinements as well as various contract termination costs.

(2) Other transformation costs primarily consist of professional services and project management related costs.

Restructuring and transformation costs by reportable segment as well as Corporate and other were as follows:

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three months ended

In millions March 31,

2026 March 31,

Flow $ 1.5 $ 7.0

Water Solutions 5.5 5.9

Pool 2.8 4.7 11.8 10.1

Corporate and other

10.3 16.8 35.3 44.0

Total restructuring and transformation costs

$ 25.2 $ 24.0

Activity related to accrued severance and related costs recorded in Other current liabilities in the Condensed Consolidated Balance Sheets is summarized as follows for the nine months ended September 30, 2025:

In millions September 30,

Activity related to accrued severance and related costs associated with restructuring and transformation activities recorded in Other current liabilities in the Condensed Consolidated Balance Sheets is summarized as follows for the three months ended March 31, 2026:

In millions March 31,

Beginning balance $ 14.0

7 unchanged sentences

Three months ended

Nine months ended

In millions, except per-share data September 30,

2025 September 30,

2024 September 30,

2025 September 30,

In millions, except per-share data March 31,

2026 March 31,

Net income $ 172.4 $ 154.9

4 unchanged sentences

Dilutive impact of stock options, restricted stock units and performance share units

1.3 1.4 1.3 1.5

Diluted 163.7 166.3

7 unchanged sentences

Anti-dilutive stock options excluded from the calculation of diluted earnings per share

0.1 0.1 0.1 0.2

Accounts Receivable

2 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.

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

Activity related to our allowance for credit losses is summarized as follows for the nine months ended September 30, 2025:

In millions September 30,

Activity related to our allowance for credit losses is summarized as follows for the three months ended March 31, 2026:

In millions March 31,

Beginning balance $ 6.8

6 unchanged sentences

Supplemental Balance Sheet Information

In millions September 30,

In millions March 31,

2026 December 31,

48 unchanged sentences

In millions December 31,

2024 Acquisitions Foreign Currency

Translation September 30,

2025 Reallocation (1)

2026 Foreign Currency

Translation March 31,

Flow $ 967.5 $ ( 326.3 ) $ 641.2 $ ( 7.4 ) $ 633.8

2 unchanged sentences

Total goodwill $ 3,538.1 $ — $ 3,538.1 $ ( 13.4 ) $ 3,524.7

(1) In the first quarter of 2026, we reorganized the composition of our reportable segments, as disclosed in Note 1, which resulted in a change to our reporting unit structure.

A quantitative assessment was performed for the impacted reporting units, using the income and market approaches.

The estimated fair values of the impacted reporting units significantly exceeded the carrying values, and therefore, no impairment charge was recorded.

As a result of the assessment, we reallocated $ 44.2 million of goodwill from the Flow segment to the Water Solutions segment based on the relative fair values of the impacted reporting units.

In addition, $ 282.1 million was reallocated from the Flow segment to the Water Solutions segment prospectively to conform to the new segment composition.

Identifiable intangible assets consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

In millions Cost Accumulated

9 unchanged sentences

Total intangibles $ 1,495.3 $ ( 439.2 ) $ 1,056.1 $ 1,504.3 $ ( 431.0 ) $ 1,073.3

Identifiable intangible asset amortization expense was $ 13.9 million and $ 13.5 million for the three months ended September 30, 2025 and 2024, and $ 42.4 million and $ 40.4 million for the nine months ended September 30, 2025 and 2024, respectively.

An impairment charge of $ 30.9 million was recorded during the nine months ended September 30, 2025 related to the write-off of a definite-lived customer relationship intangible asset as a result of a business exit within our Water Solutions segment during the second quarter of 2025.

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

No impairment was recognized for identifiable intangible assets for the three months ended September 30, 2025 and the three and nine months ended September 30, 2024.

Identifiable intangible asset amortization expense was $ 15.7 million and $ 14.2 million for the three months ended March 31, 2026 and 2025, respectively.

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

4 unchanged sentences

Debt and the average interest rates on debt outstanding were as follows:

In millions Average interest rate as of September 30, 2025 Maturity

Year September 30,

In millions Average interest rate as of March 31, 2026 Maturity

Year March 31,

2026 December 31,

2 unchanged sentences

Senior notes - fixed rate (1)

N/A 2025 — 19.3

Senior notes - fixed rate (1)

4.500 % 2029 400.0 400.0

3 unchanged sentences

Total debt $ 1,944.3 $ 1,638.6

Current maturities of short-term borrowings

Long-term debt $ 1,580.1 $ 1,638.7

(1) Senior notes are guaranteed as to payment by Pentair plc.

5 unchanged sentences

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

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

In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more tranches of term loans in an aggregate amount of up to $ 450.0 million, subject to customary conditions, including the commitment of the participating lenders.

As of March 31, 2026, total availability under the Senior Credit Facility was $ 317.4 million.

In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more additional tranches of term loans in an aggregate amount of up to $ 450.0 million, subject to customary conditions, including the commitment of the participating lenders.

In addition, Pentair and PFSA are parties to a senior unsecured term loan facility (the “Term Loan Facility”), with PFSA, as borrower, Pentair, as guarantor, providing for an aggregate principal amount of $ 1.0 billion.

1 unchanged sentence

During 2024, PFSA repaid the remaining $ 162.5 million of quarterly installments on the Term Loan Facility, such that PFSA is not required to make any further quarterly installment payments.

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

As of March 31, 2026, the remaining obligation of $ 575.0 million matures on July 28, 2027.

Th e Term Loan Facility bears interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, or adjusted daily simple secured overnight financing rate, plus, in each case, an applicable margin.

3 unchanged sentences

For purposes of the Leverage Ratio, the Senior Credit Facility and the Term Loan Facility provide for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.

In addition to the Senior Credit Facility and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $ 20.9 million, of which there were no outstanding borrowings at September 30, 2025.

In addition to the Senior Credit Facility and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $ 21.1 million, of which there were no outstanding borrowings at March 31, 2026.

Borrowings under these credit facilities bear interest at variable rates.

We have no debt obligations maturing in the next twelve months.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

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

Debt outstanding, excluding unamortized issuance costs and discounts, at September 30, 2025 matures on a calendar year basis as follows:

Debt outstanding, excluding unamortized issuance costs and discounts, at March 31, 2026 matures on a calendar year basis as follows:

In millions 2026 2027 2028 2029 2030 2031 Thereafter Total

14 unchanged sentences

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

At September 30, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S.

dollar equivalent amounts of $ 51.8 million.

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

At March 31, 2026 and December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S.

dollar equivalent amounts of $ 55.2 million and $ 23.2 million, respectively.

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

Cross currency swaps

At September 30, 2025 and December 31, 2024, we had outstanding cross currency swap agreements with a combined notional amount of $ 816.6 million and $ 728.5 million, respectively.

At March 31, 2026 and December 31, 2025, we had outstanding cross currency swap agreements with a combined notional amount of $ 1.0 billion and $ 1.1 billion, respectively.

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

Dollar exchange rate.

We had deferred foreign currency losses of $ 87.9 million and $ 13.8 million at September 30, 2025 and December 31, 2024, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity.

We had deferred foreign currency losses of $ 49.6 million and $ 68.0 million at March 31, 2026 and December 31, 2025, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity.

The periodic interest settlements related to our cross currency swap agreements are classified as operating activities.

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

On October 3, 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.

Hedging of variable interest rates

1 unchanged sentence

We enter into these agreements to hedge the variability of interest expense and cash flows attributable to changes in interest rates of our variable-rate debt.

As of September 30, 2025, we had an aggregate notional amount of $ 300.0 million and $ 200.0 million in interest rate swaps and collars, respectively, that are designated as cash flow hedges.

As of March 31, 2026, we had an aggregate notional amount of $ 300.0 million and $ 200.0 million in interest rate swaps and collars, respectively, that are designated as cash flow hedges.

The interest rate swaps expired on April 15, 2026.

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

We had an unrealized loss of $ 0.1 million at September 30, 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.

At March 31, 2026, there were no unrealized gains or losses associated with our interest rate swap and collar activity.

At December 31, 2025, we had an unrealized loss of $ 0.2 million, 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.

14 unchanged sentences

• foreign currency contracts, interest rate swap and collar agreements — fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are inputs that are classified as Level 2 in the valuation hierarchy defined above;

• deferred compensation plan assets (mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) — fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined above;

fair value of common/collective trusts are valued at net asset value (“NAV”), which is based on the fair value of the underlying securities owned by the fund and divided by the number of shares outstanding;

• deferred compensation plan assets (mutual funds and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) — fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined above;

• contingent earn-out liabilities — fair value is generally established using a probability-weighted discounted income approach to convert future estimated cash flows to a single present value amount.

1 unchanged sentence

The recorded amounts and estimated fair values of total debt, excluding unamortized issuance costs and discounts, were as follows:

September 30,

2026 December 31,

7 unchanged sentences

Financial assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows:

September 30, 2025

In millions Level 1 Level 2 Level 3 NAV Total

March 31, 2026

In millions Level 1 Level 2 Level 3 Total

Recurring fair value measurements

Interest rate contract liabilities

$ — $ ( 0.1 ) $ — $ — $ ( 0.1 )

Foreign currency contract assets

5 unchanged sentences

Total recurring fair value measurements $ 31.8 $ ( 45.4 ) $ ( 8.0 ) $ ( 21.6 )

Nonrecurring fair value measurements (1)

(1) During the nine months ended September 30, 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 expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.

December 31, 2025

In millions Level 1 Level 2 Level 3 NAV Total

In millions Level 1 Level 2 Level 3 Total

Recurring fair value measurements

Interest rate contract assets $ — $ 1.9 $ — $ — $ 1.9

Foreign currency contract assets — 2.5 — — 2.5

Interest rate contract liabilities

$ — $ ( 0.2 ) $ — $ ( 0.2 )

Foreign currency contract liabilities — ( 68.8 ) — ( 68.8 )

3 unchanged sentences

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

On December 2, 2024, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”).

Nonrecurring fair value measurements (1)

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

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

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

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

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

The recorded fair value of the associated contingent earn-out liabilities was reviewed as of September 30, 2025, with no further change in fair value.

The recorded fair value of the associated contingent earn-out liabilities was reviewed as of March 31, 2026, 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.

4 unchanged sentences

Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The effective income tax rate for the nine months ended September 30, 2025 was 14.8 %, compared to 14.1 % for the nine months ended September 30, 2024.

The effective income tax rate for the three months ended March 31, 2026 was 15.1 %, compared to 15.3 % for the three months ended March 31, 2025.

We continue to actively pursue initiatives to reduce our effective tax rate.

The tax rate in any quarter can be affected positively or negatively by the mix of global earnings or adjustments that are required to be reported in the specific quarter of resolution.

The total gross liability for uncertain tax positions was $ 6.5 million and $ 6.0 million at September 30, 2025 and December 31, 2024, respectively.

The total gross liability for uncertain tax positions was $ 6.5 million and $ 6.7 million at March 31, 2026 and December 31, 2025, respectively.

We record penalties and interest related to unrecognized tax benefits in Provision for income taxes and Net interest expense , respectively, on the Condensed Consolidated Statements of Operations and Comprehensive Income, which is consistent with our past practices.

The 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 nine months ended September 30, 2025 and September 30, 2024, the impact of Pillar Two on our condensed consolidated financial statements was not material.

For the three months ended March 31, 2026 and March 31, 2025, the impact of Pillar Two on our condensed consolidated financial statements was not material.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

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 nine months ended September 30, 2025, the impact of the Act on our condensed consolidated financial statements was not material.

Benefit Plans

Components of net periodic benefit expense for our pension plans for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Components of net periodic benefit expense for our pension plans for the three months ended March 31, 2026 and 2025 were as follows:

Three months ended

In millions March 31,

2026 March 31,

Service cost $ 0.4 $ 0.3

2 unchanged sentences

Net periodic benefit expense $ 1.1 $ 1.1

Components of net periodic benefit expense for our other post-retirement plans for the three and nine months ended September 30, 2025 and 2024 were not material .

Components of net periodic benefit expense for our other post-retirement plans for the three months ended March 31, 2026 and 2025 were not material .

Shareholders’ Equity

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.

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

The authorization expires on December 31, 2028 .

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

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

During the three months ended March 31, 2026, we repurchased 2.0 million of our ordinary shares for $ 200.0 million.

As of March 31, 2026, we had $ 800.0 million available for share repurchases under this authorization.

Dividends payable

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

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

On February 23, 2026, the Board of Directors declared a quarterly cash dividend of $ 0.27 per share, payable on May 1, 2026 to shareholders of record at the close of business on April 17, 2026.

As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $ 43.6 million at March 31, 2026, compared to $ 44.1 million at December 31, 2025.

Segment Information

We are comprised of three reportable segments:

Flow, Water Solutions and Pool.

We classify our operations into three reportable segments:

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

This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, specialty insertion valves, line stop fittings and installation equipment, turbine pumps and solid handling pumps, while serving the global commercial and industrial markets.

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

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

This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, point-of-entry and point-of-use water treatment systems, fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps.

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

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

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

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

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

We evaluate performance based on net sales and reportable segment income and use certain ratios, particularly return on sales, to measure performance of our reportable segments.

3 unchanged sentences

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

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

The accounting policies of our reportable segments are consistent with those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

September 30,

2026 December 31,

10 unchanged sentences

Three months ended

Nine months ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

2026 March 31,

In millions Capital expenditures

1 unchanged sentence

Water Solutions 4.8 3.7

Pool 8.0 3.9 18.2 12.1

Reportable segment total

16.9 12.0 39.7 42.3

Corporate and other

$ 18.5 $ 16.8

$ 17.4 $ 15.4 $ 45.1 $ 51.7

Three months ended

Nine months ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

2026 March 31,

In millions Depreciation

1 unchanged sentence

Water Solutions 5.4 5.5

Pool 4.1 3.5 10.8 9.8

Reportable segment total

13.2 13.0 38.3 38.9

Corporate and other

$ 14.6 $ 14.8

$ 15.3 $ 14.9 $ 44.7 $ 45.3

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Three months ended September 30, 2025

In millions Flow

Water Solutions

$ 394.0 $ 273.3 $ 354.3 $ 1,021.6

Reconciliation of consolidated net sales

Corporate and other

Total consolidated net sales

Cost of goods sold (1)(3)

( 240.7 ) ( 165.9 ) ( 195.5 )

Operating expenses (1)(2)(3)

( 58.0 ) ( 39.0 ) ( 42.6 )

Reportable segment income

$ 95.3 $ 68.4 $ 116.2 $ 279.9

Corporate and other

Restructuring and other ( 0.2 )

Transformation costs ( 10.8 )

Asset impairment and write-offs ( 1.5 )

Deal-related costs and expenses

Intangible amortization

Interest expense, net

Other expense ( 1.0 )

Income from continuing operations before income taxes $ 216.7

Three months ended September 30, 2024

In millions Flow

Water Solutions

$ 372.2 $ 289.5 $ 331.4 $ 993.1

Reconciliation of consolidated net sales

Corporate and other

Total consolidated net sales

Cost of goods sold (1)(3)

( 235.0 ) ( 180.8 ) ( 181.4 )

Operating expenses (1)(2)(3)

( 54.4 ) ( 44.3 ) ( 37.3 )

Reportable segment income

$ 82.8 $ 64.4 $ 112.7 $ 259.9

Corporate and other

Restructuring and other ( 23.4 )

Transformation costs ( 12.6 )

Asset impairment and write-offs ( 8.5 )

Legal accrual adjustments and settlements

Intangible amortization

Interest expense, net

Other expense

Income from continuing operations before income taxes $ 160.2

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Nine months ended September 30, 2025

Three months ended March 31, 2026

In millions Flow

13 unchanged sentences

Transformation costs ( 11.5 )

Asset impairment and write-offs ( 48.5 )

Loss on sale of business

Deal-related costs and expenses

Intangible amortization

2 unchanged sentences

Income from continuing operations before income taxes $ 189.4

Nine months ended September 30, 2024

Three months ended March 31, 2025

In millions Flow

14 unchanged sentences

Asset impairment and write-offs ( 5.2 )

Legal accrual adjustments and settlements

Intangible amortization

11 unchanged sentences

Adjustments are made to accruals as claim data and historical experience warrant.

The changes in the carrying amount of service and product warranties from continuing operations for the nine months ended September 30, 2025 were as follows:

In millions September 30,

The changes in the carrying amount of service and product warranties from continuing operations for the three months ended March 31, 2026 were as follows:

In millions March 31,

Beginning balance $ 69.8

7 unchanged sentences

In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.

As of September 30, 2025 and December 31, 2024, the outstanding value of bonds, letters of credit and bank guarantees totaled $ 105.1 million and $ 102.1 million, respectively.

As of March 31, 2026 and December 31, 2025, the outstanding value of bonds, letters of credit and bank guarantees totaled $ 115.3 million and $ 115.0 million, respectively.

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

What changed 10-Q

Item 1. Financial Statements