What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-28 compared with 2025-10-21 · 162 added, 224 removed, 213 unchanged (64% of the section changed)

24 unchanged sentences

The terms “us,” “we,” “our” or “Pentair” refer to Pentair plc and its consolidated subsidiaries.

At Pentair, we believe the health of our world depends on reliable access to clean water.

We deliver a comprehensive range of smart, sustainable water solutions to homes, businesses and industries around the world.

Our industry-leading and proven portfolio of solutions enables our customers to access clean, safe water;

reduce water consumption;

and recover and reuse water.

Whether it’s moving, improving or helping people enjoy water, we help manage life’s most essential resource.

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

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

We are comprised of three reportable segments:

Flow, Water Solutions and Pool.

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

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.

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

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.

For the first three months of 2026, the Flow, Water Solutions and Pool reportable segments represented approximately 25%, 38% and 37% of total consolidated net sales, respectively.

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

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

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

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

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.

• 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.

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, 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.

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

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

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

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

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

G & F Manufacturing manufactures and services pool heat pumps.

Key trends and uncertainties regarding our existing business

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

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

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

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

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

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

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

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

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

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

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

In addition, the current U.S.

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

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

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

The following trends and uncertainties affected our financial performance in the first three months of 2026 and are reasonably likely to impact our results in the future:

• We have a Transformation 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.

During 2025 and the first three months of 2026, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operational excellence and organizational effectiveness.

We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to incur transformation costs throughout the remainder of 2026 and beyond.

• During 2025 and the first three months of 2026, we implemented 80/20 guiding principles to enable our Transformation Program.

As we continue to focus on 80/20 guiding principles in 2026, we expect to create value by increasing focus on key customers and products through quadrant-based strategies.

We expect this approach to enable improved operating performance by driving margin growth with our highest value customers, reducing lower margin sales and removing complexity in the future.

• During 2025 and the first three months of 2026, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

We expect these actions to continue throughout the remainder of 2026 and to drive margin expansion.

• During 2025 and the first three months of 2026, we experienced inflationary cost increases, including tariffs, for certain raw materials as well as logistics and transportation costs.

Tariffs, along with potential retaliatory measures by other countries, have contributed to higher input costs and supply chain complexity.

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

To address these inflationary pressures, we have implemented pricing increases and taken other actions including inventory pre-buys and supply chain optimization.

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

We anticipate supply chain pressures as well as inflationary cost increases due to these tariffs and any resulting impact on macroeconomic conditions and our business to continue throughout the remainder of 2025.

We anticipate that inflationary cost increases and supply chain pressures, including additional or increased tariffs in the future, as well as any related impacts on macroeconomic conditions and our business, will likely persist throughout the remainder of 2026.

• During 2025, the current U.S.

administration implemented tariffs under the International Emergency Economic Powers Act (“IEEPA”).

On February 20, 2026, the U.S.

Supreme Court struck down certain tariffs imposed under the IEEPA.

While the process for reimbursement became available on April 20, 2026, the timing and amount of any potential refunds for previously collected tariffs remain uncertain and may be subject to further legal and regulatory developments.

We will continue to monitor the situation and evaluate the impact of any replacement tariffs or policy changes on our business, including the potential for cost recovery and future tariff exposure.

• 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.

Pillar Two has negatively impacted our effective tax rate in 2025 and is likely to continue to impact our effective tax rate in the future.

Pillar Two has negatively impacted our effective tax rate during the first three months of 2026 and is likely to continue to impact our effective tax rate in the future.

We continue to evaluate the enacted legislative changes and new guidance as it becomes available.

11 unchanged sentences

• Focusing growth initiatives that accelerate our investments in digital, innovation, technology and sustainability;

• Continuing to implement our Transformation Program initiatives that will drive operational excellence, reduce complexity and improve our organizational structure, which includes the focus on 80/20 actions to drive profitable growth;

• Evolving the Pentair Business System which includes executing our Transformation Program initiatives and using the Pentair leadership tools to drive operational excellence, reduce complexity and improve our organizational structure, with a continued focus on 80/20 guiding principles for profitable growth;

• Building a high-performance growth culture and delivering on our commitments while living our Win Right values.

CONSOLIDATED RESULTS OF OPERATIONS

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

The consolidated results of operations for the three months ended March 31, 2026 and 2025 were as follows:

Three months ended

In millions September 30,

2025 September 30,

In millions March 31,

2026 March 31,

Change % / Point

13 unchanged sentences

% of net sales 20.3 % 20.1 % 0.2 pts

Other expense (income)

0.6 (0.1) 0.7 N.M.

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

Income from continuing operations before income taxes 216.7 160.2 56.5 35.3 %

Provision for income taxes

32.4 20.6 11.8 57.3 %

Effective tax rate 15.0 % 12.9 % 2.1 pts

= Not Meaningful

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

Nine months ended

In millions September 30,

2025 September 30,

Change % / Point

Net sales $ 3,155.5 $ 3,109.9 $ 45.6 1.5 %

Cost of goods sold 1,877.0 1,888.7 (11.7) (0.6) %

Gross profit 1,278.5 1,221.2 57.3 4.7 %

% of net sales

40.5 % 39.3 % 1.2 pts

Selling, general and administrative expenses

552.6 540.7 11.9 2.2 %

% of net sales

17.5 % 17.4 % 0.1 pts

Research and development expenses

73.4 71.8 1.6 2.2 %

% of net sales 2.3 % 2.3 % — pts

Operating income 652.5 608.7 43.8 7.2 %

% of net sales 20.7 % 19.6 % 1.1 pts

Loss on sale of business

26.3 — 26.3 N.M.

Other expense 2.1 0.8 1.3 N.M.

Other expense 0.5 0.5 — — %

Net interest expense 20.1 19.7 0.4 2.0 %

3 unchanged sentences

Effective tax rate 15.1 % 15.3 % (0.2) pts

= Not Meaningful

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

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

over the prior year period over the prior year period

Three months ended March 31, 2026

over the prior year period

Volume (4.2) %

Price 3.8 3.4

Core growth 1.1

Acquisition/Divestitures (0.6)

Currency 1.0 0.3

Total 2.9 % 1.5 %

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

The 2.6 percent increase in net sales in the first quarter of 2026 from 2025 was primarily driven by:

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

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

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

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

These increases were partially offset by:

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

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

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

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

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

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

This increase was partially offset by:

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

• a business exit in the commercial business of our Water Solutions segment that occurred during the second quarter of 2025.

The 1.9 percentage point increase in gross profit as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

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

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

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

These increases were partially offset by:

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

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

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

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

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

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

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

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

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

• increased productivity across all our segments;

• no asset impairment and write-offs in the first quarter of 2026, compared to $5.2 million in the first quarter of 2025.

This increase was partially offset by:

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

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

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

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

The 1.7 percentage point increase in SG&A as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

• restructuring and other costs of $21.4 million in the first quarter of 2026, compared to $10.5 million in the first quarter of 2025;

• transformation costs of $11.5 million in the first quarter of 2026, compared to $9.1 million in the first quarter of 2025.

Net interest expense

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

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

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

The 2.0 percent increase in net interest expense in the first quarter of 2026 from 2025 was primarily driven by:

• a reduction of interest income due to lower cash balances in the first quarter of 2026 compared to the first quarter of 2025.

Provision for income taxes

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

• the unfavorable mix of global earnings;

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

The 0.2 percentage point decrease in the effective tax rate in the first quarter of 2026 from 2025 was primarily driven by:

• a favorable mix of global earnings.

This decrease was partially offset by:

• the decrease in the amount of favorable discrete items in 2026 compared to 2025.

SEGMENT RESULTS OF OPERATIONS

2 unchanged sentences

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

Segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.

Segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.

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

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 % / Point Change September 30,

2025 September 30,

Three months ended

In millions March 31,

2026 March 31,

2025 % / Point Change

2 unchanged sentences

61.2 50.2 21.9%

% of net sales 24.2 % 22.2 % 2.0 pts 23.5 % 21.2 % 2.3 pts

% of net sales 23.7 % 21.6 % 2.1 pts

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

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

over the prior year period over the prior year period

Three months ended March 31, 2026

over the prior year period

Volume (1.1) %

Price 3.2 2.8

Core growth 2.5

Acquisition/Divestiture

Currency 1.9 0.7

Total 5.9 % 0.5 %

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

• increased selling prices to mitigate inflationary cost increases;

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

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

The 11.0 percent increase in net sales for Flow in the first quarter of 2026 from 2025 was primarily driven by:

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

These increases were partially offset by:

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

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

• increased selling prices to mitigate inflationary cost increases.

This increase was partially offset by:

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

Segment income

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

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

over the prior year period over the prior year period

Three months ended March 31, 2026

over the prior year period

Volume/Price/Acquisition/Divestiture

3.7 pts 3.0 pts

Currency (0.3)

1 unchanged sentence

Productivity 0.6

Total 2.0 pts 2.3 pts

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

Total 2.1 pts

The 2.1 percentage point increase in segment income for Flow as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

• increased selling prices to mitigate impacts of inflation;

• increased productivity mainly driven by transformation initiatives.

These increases were partially offset by:

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

• the income of the Hydra-Stop acquisition;

• increased productivity.

This increase was partially offset by:

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

• unfavorable foreign currency effects compared to the same period of the prior year.

Water Solutions

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

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 % / Point Change September 30,

2025 September 30,

Three months ended

In millions March 31,

2026 March 31,

2025 % / Point Change

1 unchanged sentence

Segment income 99.9 94.1 6.2%

% of net sales 25.0 % 22.2 % 2.8 pts 24.0 % 22.1 % 1.9 pts

% of net sales 25.5 % 23.9 % 1.6 pts

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

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

over the prior year period over the prior year period

Three months ended March 31, 2026

over the prior year period

Volume (4.5) %

Price 5.1 3.3

Core growth 0.9

Acquisition/Divestiture

Currency 0.7 0.3

Total (0.6) %

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

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

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

These decreases were partially offset by:

The 0.6 percent decrease in net sales for Water Solutions in the first quarter of 2026 from 2025 was primarily driven by:

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

• a business exit in our commercial business that occurred in the second quarter of 2025.

This decrease was partially offset by:

• increased selling prices to mitigate inflationary cost increases;

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

• favorable foreign currency effects compared to the same period of the prior year.

Segment income

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

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

over the prior year period over the prior year period

Three months ended March 31, 2026

over the prior year period

Volume/Price/Acquisition/Divestiture

4.3 pts 2.4 pts

Currency (0.7)

1 unchanged sentence

Productivity 3.1

Total 2.8 pts 1.9 pts

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

Total 1.6 pts

The 1.6 percentage point increase in segment income for Water Solutions as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

• increased selling prices to mitigate impacts of inflation;

• increased productivity mainly driven by transformation initiatives.

This increases were partially offset by:

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

• increased productivity.

This increase was partially offset by:

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

• unfavorable foreign currency effects compared to the same period of the prior year.

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

Three months ended Nine months ended

In millions September 30,

2025 September 30,

2024 % / Point Change September 30,

2025 September 30,

Three months ended

In millions March 31,

2026 March 31,

2025 % / Point Change

1 unchanged sentence

Segment income 128.1 126.0 1.7%

% of net sales 32.8 % 34.0 % (1.2) pts 33.9 % 33.0 % 0.9 pts

% of net sales 33.1 % 32.8 % 0.3 pts

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

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

over the prior year period over the prior year period

Three months ended March 31, 2026

over the prior year period

Volume (5.8) %

Price 3.2 4.0

Core growth 0.5

Acquisition/Divestiture 1.3 1.9

Currency — 0.1

Total 6.9 % 7.7 %

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

The 0.8 percent increase in net sales for Pool in the first quarter of 2026 from 2025 was primarily driven by:

• increased selling prices to mitigate inflationary cost increases.

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

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

This increase was partially offset by:

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

Segment income

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

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

over the prior year period over the prior year period

Three months ended March 31, 2026

over the prior year period

Volume/Price/Acquisition/Divestiture

4.2 pts 3.4 pts

Currency (0.2)

1 unchanged sentence

Productivity 2.5

Total (1.2) pts 0.9 pts

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

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

• decreased productivity due to investments in growth initiatives.

This decrease was partially offset by:

• increased selling prices to mitigate impacts of inflation.

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

Total 0.3 pts

The 0.3 percentage point increase in segment income for Pool as a percentage of net sales in the first quarter of 2026 from 2025 was primarily driven by:

• increased selling prices to mitigate impacts of inflation;

• increased productivity.

This increase was partially offset by:

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

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

LIQUIDITY AND CAPITAL RESOURCES

3 unchanged sentences

Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2026 and drew on our revolving credit facility to fund our operations.

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

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

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

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

This cash usage typically reverses in the second quarter as the seasonality of our businesses peak.

We expect historical seasonal patterns to continue and the second quarter of 2026 to generate significant cash to fund our operations.

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

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

Demand for residential and agricultural water systems is also impacted by weather patterns, particularly by temperature, heavy flooding and droughts.

2 unchanged sentences

Summary of cash flows

Nine months ended

In millions September 30,

2025 September 30,

Net cash provided by (used for):

Operating activities of continuing operations $ 764.0 $ 680.4

Three months ended

In millions March 31,

2026 March 31,

Net cash (used for) provided by:

Operating activities

$ (67.4) $ (38.9)

Investing activities (18.3) (16.8)

1 unchanged sentence

Operating activities

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

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

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

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

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

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

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

Net cash used for operating activities in the first three months of 2026 primarily reflects a cash outflow of $275.8 million as a result of changes in net working capital, primarily due to an increase in accounts receivable largely related to certain advance sale programs in anticipation of our distributors’ peak sales season in the second and third quarters.

The outflow related to net working capital was partially offset by net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization and share-based compensation, of $206.8 million.

Net cash used for operating activities in the first three months of 2025 primarily reflects a cash outflow of $255.5 million as a result of changes in net working capital, primarily due to an increase in accounts receivable largely related to certain advance sale programs in anticipation of our distributors’ peak sales season in the second and third quarters.

Investing activities

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

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

Net cash used for investing activities in the first three months of 2026 primarily reflects capital expenditures of $18.5 million.

Net cash used for investing activities in the first three months of 2025 reflects capital expenditures of $16.8 million.

Financing activities

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

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

Net cash provided by financing activities in the first three months of 2026 primarily relates to net borrowings of revolving long-term debt of $304.9 million, partially offset by share repurchases of $200.0 million and dividend payments of $44.1 million.

Net cash provided by financing activities in the first three months of 2025 primarily relates to net borrowings of revolving long-term debt of $196.2 million, partially offset by share repurchases of $50.0 million and dividend payments of $41.2 million.

Free cash flow

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The following table is a reconciliation of free cash flow:

Nine months ended

In millions September 30,

2025 September 30,

Net cash provided by operating activities of continuing operations

Three months ended

In millions March 31,

2026 March 31,

Net cash used for operating activities

$ (67.4) $ (38.9)

Capital expenditures of continuing operations (45.1) (51.7)

Proceeds from sale of property and equipment of continuing operations 0.1 0.4

Free cash flow from continuing operations 719.0 629.1

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

Capital expenditures

(18.5) (16.8)

Proceeds from sale of property and equipment

Free cash flow

$ (85.7) $ (55.7)

Debt and capital

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.

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

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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 senior notes maturing in the next twelve months.

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

As of March 31, 2026, we had $31.6 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.

Share repurchases

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.

This 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.

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

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.

We paid dividends in the first three months of 2026 of $44.1 million, or $0.27 per ordinary share compared with $41.2 million, or $0.25 per ordinary share, in the prior year period.

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

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

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

In millions September 30,

The following table presents summarized financial information as of March 31, 2026 and December 31, 2025 for the Parent Company Guarantor and Subsidiary Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the guarantors and the issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.

In millions March 31,

2026 December 31,

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2,142.1 1,853.8

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

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

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

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

(1) No assets due from non-guarantor subsidiaries were included as of March 31, 2026 and December 31, 2025, respectively.

(2) Includes assets due from non-guarantor subsidiaries of $2,500.3 million and $2,503.6 million as of March 31, 2026 and December 31, 2025, respectively.

(3) Includes liabilities due to non-guarantor subsidiaries of $2,182.8 million and $2,235.8 million as of March 31, 2026 and December 31, 2025, respectively.

(4) Includes liabilities due to non-guarantor subsidiaries of $167.5 million and $171.4 million as of March 31, 2026 and December 31, 2025, respectively.

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

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

There have been no material changes in our market risk during the quarter ended March 31, 2026.

For additional information refer to Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis