What changed in this filing

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Item 1. Financial Statements

2026-07-28 compared with 2026-04-28 · 223 added, 100 removed, 550 unchanged (37% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Three months ended

In millions, except per-share data March 31,

2026 March 31,

Three months ended Six months ended

In millions, except per-share data June 30,

2026 June 30,

2025 June 30,

2026 June 30,

Net sales $ 932.6 $ 1,123.1 $ 1,969.3 $ 2,133.5

2 unchanged sentences

Selling, general and administrative

204.8 213.8 403.7 390.4

Research and development

23.7 25.1 48.2 48.7

Operating income 166.5 217.7 376.5 420.8

Other expense

Loss on sale of business — 26.3 — 26.3

Net interest expense 19.4 17.9 39.5 37.6

50 unchanged sentences

Commitments and contingencies (Note 15)

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

Ordinary shares $ 0.01 par value, 426.0 authorized, 159.6 and 163.2 issued at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 973.8 1,313.1

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three months ended

In millions March 31,

2026 March 31,

Six months ended

In millions June 30,

2026 June 30,

Operating activities

6 unchanged sentences

Deferred income taxes ( 2.1 ) 18.5

Loss on sale of business

Share-based compensation 19.5 21.2

8 unchanged sentences

Other non-current assets and liabilities ( 0.2 ) 10.5

Net cash used for operating activities

( 67.4 ) ( 38.9 )

Net cash provided by operating activities 504.4 567.7

Investing activities

Capital expenditures ( 37.4 ) ( 27.7 )

Purchase of investments

Proceeds from sale of property and equipment 0.2 0.1

Other ( 1.5 ) 0.2

Net cash used for investing activities ( 38.7 ) ( 45.4 )

2 unchanged sentences

Net borrowings of revolving long-term debt

Proceeds from long-term debt 500.0 —

Repayments of long-term debt ( 575.0 ) ( 250.0 )

Debt issuance costs ( 1.2 ) ( 2.1 )

Payment of contingent consideration ( 3.6 ) —

Shares issued to employees, net of shares withheld ( 8.9 ) ( 10.6 )

1 unchanged sentence

Dividends paid ( 87.5 ) ( 82.4 )

Net cash provided by financing activities

Net cash used for financing activities ( 482.1 ) ( 469.4 )

Effect of exchange rate changes on cash and cash equivalents 6.6 ( 28.6 )

20 unchanged sentences

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

Net income — — — 128.6 — 128.6

Other comprehensive loss, net of tax — — — — ( 1.4 ) ( 1.4 )

Dividends declared, $ 0.27 per share

— — — ( 43.1 ) — ( 43.1 )

Share repurchases ( 2.0 ) ( 0.1 ) ( 149.9 ) — — ( 150.0 )

Exercise of options, net of shares tendered for payment 0.1 — 1.6 — — 1.6

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

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

Share-based compensation — — 3.8 — — 3.8

Balance - June 30, 2026 159.6 $ 1.6 $ 973.8 $ 3,036.9 $ ( 263.0 ) $ 3,749.3

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

13 unchanged sentences

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

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

See accompanying notes to condensed consolidated financial statements.

19 unchanged sentences

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

Three months ended

In millions March 31,

2026 March 31,

Three months ended Six months ended

In millions June 30,

2026 June 30,

2025 June 30,

2026 June 30,

$ 624.6 $ 807.4 $ 1,355.5 $ 1,532.1

1 unchanged sentence

Developing (1)

121.7 136.0 230.2 245.2

Other Developed (2)

65.0 57.2 132.5 111.1

Consolidated net sales $ 932.6 $ 1,123.1 $ 1,969.3 $ 2,133.5

2 unchanged sentences

Vertical market net sales information was as follows:

Three months ended

In millions March 31,

2026 March 31,

Three months ended Six months ended

In millions June 30,

2026 June 30,

2025 June 30,

2026 June 30,

Residential $ 425.8 $ 647.3 $ 992.2 $ 1,227.7

5 unchanged sentences

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.

As of June 30, 2026, we had $ 117.7 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.

1 unchanged sentence

Contract assets and liabilities consisted of the following:

In millions March 31,

In millions June 30,

2026 December 31,

3 unchanged sentences

Net contract assets $ 22.9 $ 11.1 $ 11.8 106.3 %

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:

The $ 11.8 million increase in net contract assets from December 31, 2025 to June 30, 2026 was primarily the result of timing of milestone payments.

Approximately 85 % of our contract liabilities at December 31, 2025 were recognized in revenue in the first half of 2026.

Total share-based compensation expense (benefit) for the three and six months ended June 30, 2026 and 2025 was as follows:

Three months ended

In millions March 31,

2026 March 31,

Six months ended

In millions June 30,

2026 June 30,

2025 June 30,

2026 June 30,

Restricted stock units $ 3.9 $ 3.9 $ 7.8 $ 7.2

21 unchanged sentences

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 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.

During the six months ended June 30, 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 initiatives included a reduction in hourly and salaried headcount of approximately 245 employees during the six months ended June 30, 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

In millions March 31,

2026 March 31,

Six months ended

In millions June 30,

2026 June 30,

2025 June 30,

2026 June 30,

Restructuring Initiatives

1 unchanged sentence

Other restructuring costs and related adjustments (1)

1.7 3.5 2.2 4.9

Total restructuring costs 34.6 15.5 48.3 25.2

1 unchanged sentence

Asset impairment and write-offs

— 10.3 — 15.5

Other transformation costs (2)

17.5 12.5 29.0 21.6

Total transformation costs 17.5 22.8 29.0 37.1

3 unchanged sentences

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

Three months ended

In millions March 31,

2026 March 31,

Three months ended Six months ended

In millions June 30,

2026 June 30,

2025 June 30,

2026 June 30,

Flow $ 3.4 $ 7.7 $ 4.9 $ 14.7

Water Solutions 22.1 7.7 27.6 13.6

Pool 7.7 5.8 8.8 9.0

Corporate and other

18.9 17.1 36.0 25.0

Total restructuring and transformation costs

$ 52.1 $ 38.3 $ 77.3 $ 62.3

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,

In millions June 30,

Beginning balance $ 14.0

7 unchanged sentences

Three months ended

In millions, except per-share data March 31,

2026 March 31,

Six months ended

In millions, except per-share data June 30,

2026 June 30,

2025 June 30,

2026 June 30,

Net income $ 128.6 $ 148.5 $ 301.0 $ 303.4

4 unchanged sentences

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

0.8 1.2 0.9 1.3

Diluted 161.6 165.7 162.6 166.0

7 unchanged sentences

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

0.4 0.1 0.3 0.1

Accounts Receivable

5 unchanged sentences

We generally do not require collateral.

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

In millions March 31,

Activity related to our allowance for credit losses is summarized as follows for the six months ended June 30, 2026:

In millions June 30,

Beginning balance $ 6.8

2 unchanged sentences

Ending balance $ 5.4

(1) Other amounts are primarily the effects of changes in currency translation and the impact of allowance for credits.

Pentair plc and Subsidiaries

1 unchanged sentence

Supplemental Balance Sheet Information

In millions March 31,

In millions June 30,

2026 December 31,

50 unchanged sentences

2026 Foreign Currency

Translation March 31,

Translation June 30,

Flow $ 967.5 $ ( 326.3 ) $ 641.2 $ ( 11.4 ) $ 629.8

8 unchanged sentences

Identifiable intangible assets consisted of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

In millions Cost Accumulated

9 unchanged sentences

Total intangibles $ 1,484.1 $ ( 443.5 ) $ 1,040.6 $ 1,504.3 $ ( 431.0 ) $ 1,073.3

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

Identifiable intangible asset amortization expense was $ 15.7 million and $ 14.3 million for the three months ended June 30, 2026 and 2025, and $ 31.4 million and $ 28.5 million for the six months ended June 30, 2026 and 2025, respectively.

No impairment charge was recorded for identifiable intangible assets during the three and six months ended June 30, 2026.

An impairment charge of $ 30.9 million was recorded during the three months and six months ended June 30, 2025 related to the write-off of a definite-lived customer relationship intangible asset resulting from a business exit within our Water Solutions segment during the second quarter of 2025.

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

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 March 31, 2026 Maturity

Year March 31,

In millions Average interest rate as of June 30, 2026 Maturity

Year June 30,

2026 December 31,

Revolving credit facility (Senior Credit Facility) 4.762 % 2030 $ 320.0 $ 277.7

Term Loan Facility 5.022 % 2027 575.0 575.0

Term loans (Senior Credit Facility) 4.770 % 2027-2030 500.0 —

Prior Term Loan Facility N/A 2027 — 575.0

Senior notes - fixed rate (1)

7 unchanged sentences

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

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

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

as borrowers, which was amended and restated in May 2025 and May 2026, providing for a $ 900.0 million senior unsecured revolving credit facility and a $ 500.0 million senior unsecured term loan facility.

The revolving credit and term loan facilities have a maturity date of May 5, 2030.

The term loan facility has required quarterly installment payments of $ 3.1 million beginning on the last day of the second quarter of 2027 and increasing to $ 6.3 million beginning with the last day of the second quarter of 2028.

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

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

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.

The Term Loan Facility has a maturity date of July 28, 2027, with required quarterly installment payments of $ 6.3 million which began on the last day of the third quarter of 2023 and increased to $ 12.5 million on the last day of the third quarter of 2024.

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 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.

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

Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility and the Term Loan Facility.

The Senior Credit Facility and the Term Loan Facility contain covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $ 5.0 million but not to exceed $ 250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter.

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 $ 21.1 million, of which there were no outstanding borrowings at March 31, 2026.

As of June 30, 2026, total availability under the Senior Credit Facility was $ 580.0 million.

Additionally, 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 were parties to a senior unsecured term loan facility (the “Prior Term Loan Facility”), with PFSA as borrower and Pentair as guarantor providing for an aggregate principal amount of $ 1.0 billion and a maturity date of July 28, 2027.

In May 2026, PFSA repaid the remaining $ 575.0 million outstanding under the Prior Term Loan Facility using proceeds from borrowings under the amended Senior Credit Facility, and the Prior Term Loan Facility was terminated.

Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility.

The Senior Credit Facility contains covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $ 5.0 million but not to exceed $ 250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated cash interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter.

For purposes of the Leverage Ratio, the Senior Credit Facility provides 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, we have various other credit facilities with an aggregate availability of $ 21.1 million, of which there were no outstanding borrowings at June 30, 2026.

Borrowings under these credit facilities bear interest at variable rates.

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

We have $ 3.1 million of payments due in the next twelve months under the term loan facility of the Senior Credit Facility.

We classified this debt as long-term as of June 30, 2026, as we have the intent and ability to refinance such obligation on a long-term basis utilizing the Senior Credit Facility’s revolving credit facility.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

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

Debt outstanding, excluding unamortized issuance costs and discounts, at June 30, 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 March 31, 2026 and December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S.

At June 30, 2026 and December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S.

dollar equivalent amounts of $ 57.4 million and $ 23.2 million, respectively.

1 unchanged sentence

Cross currency swaps

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.

At June 30, 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 $ 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.

We had deferred foreign currency losses of $ 51.1 million and $ 68.0 million at June 30, 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.

3 unchanged sentences

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 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.

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.

As of June 30, 2026, we had an aggregate notional amount of $ 200.0 million in interest rate collars that are designated as cash flow hedges.

The $ 300.0 million aggregate notional amount of interest rate swaps, previously designated as cash flow hedges, expired on April 15, 2026.

As of June 30, 2026, there were no interest rate swaps outstanding.

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

We had an unrealized gain of $ 0.2 million at June 30, 2026 and an unrealized loss of $ 0.2 million at December 31, 2025, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity.

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

27 unchanged sentences

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

March 31, 2026

June 30, 2026

In millions Level 1 Level 2 Level 3 Total

Recurring fair value measurements

Interest rate contract assets $ — $ 0.2 $ — $ 0.2

Foreign currency contract assets

$ — $ 5.6 $ — $ 5.6

Foreign currency contract liabilities — ( 49.5 ) — ( 49.5 )

18 unchanged sentences

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 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.

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 the fair value hierarchy.

During the second quarter of 2026, we made the first earn-out period payment and reduced the contingent earn-out liability to an estimated fair value of $ 4.0 million.

The fair value of the remaining contingent earn-out liability was reviewed as of June 30, 2026, with no further change in fair value.

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

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K.

3 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 three months ended March 31, 2026 was 15.1 %, compared to 15.3 % for the three months ended March 31, 2025.

The effective income tax rate for the six months ended June 30, 2026 was 13.9 %, compared to 14.6 % for the six months ended June 30, 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 $ 6.7 million at March 31, 2026 and December 31, 2025, respectively.

The total gross liability for uncertain tax positions was $ 6.6 million and $ 6.7 million at June 30, 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 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)

The Organisation 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 six months ended June 30, 2026 and June 30, 2025, the impact of Pillar Two on our condensed consolidated financial statements was not material.

Benefit Plans

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,

Components of net periodic benefit expense for our pension plans for the three and six months ended June 30, 2026 and 2025 were as follows:

Three months ended Six months ended

In millions June 30,

2026 June 30,

2025 June 30,

2026 June 30,

Service cost $ 0.4 $ 0.3 $ 0.8 $ 0.6

2 unchanged sentences

Net periodic benefit expense $ 1.1 $ 1.1 $ 2.2 $ 2.2

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 .

Components of net periodic benefit expense for our other post-retirement plans for the three and six months ended June 30, 2026 and 2025 were not material .

Shareholders’ Equity

2 unchanged sentences

The authorization expires on December 31, 2028 .

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.

During the six months ended June 30, 2026, we repurchased 4.0 million of our ordinary shares for $ 350.0 million.

As of June 30, 2026, we had $ 650.0 million available for share repurchases under this authorization.

Dividends payable

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.

On May 4, 2026, the Board of Directors declared a quarterly cash dividend of $ 0.27 per share, payable on August 7, 2026 to shareholders of record at the close of business on July 24, 2026.

As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $ 43.1 million at June 30, 2026, compared to $ 44.1 million at December 31, 2025.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Segment Information

9 unchanged sentences

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.

16 unchanged sentences

(1) All cash and cash equivalents are included in “Corporate and other.”

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Three months ended

2026 March 31,

Six months ended

2026 June 30,

2025 June 30,

2026 June 30,

In millions Capital expenditures

1 unchanged sentence

Water Solutions 5.9 3.8 10.7 7.5

Pool 8.7 3.8 16.1 10.2

Reportable segment total

17.9 9.8 32.9 22.8

Corporate and other

1.0 1.1 4.5 4.9

$ 18.9 $ 10.9 $ 37.4 $ 27.7

Three months ended

2026 March 31,

Six months ended

2026 June 30,

2025 June 30,

2026 June 30,

In millions Depreciation

1 unchanged sentence

Water Solutions 5.6 5.6 11.0 11.1

Pool 3.7 3.6 7.4 6.7

Reportable segment total

12.9 12.8 25.6 25.1

Corporate and other

1.9 1.8 3.8 4.3

$ 14.8 $ 14.6 $ 29.4 $ 29.4

Three months ended June 30, 2026

In millions Flow

Water Solutions

$ 263.7 $ 422.0 $ 246.6 $ 932.3

Reconciliation of consolidated net sales

Corporate and other

Total consolidated net sales

Cost of goods sold (1)(3)

( 154.7 ) ( 235.6 ) ( 145.5 )

Operating expenses (1)(2)(3)

( 39.2 ) ( 60.0 ) ( 43.5 )

Reportable segment income

$ 69.8 $ 126.4 $ 57.6 $ 253.8

Corporate and other

Restructuring and other ( 36.4 )

Transformation costs ( 17.5 )

Intangible amortization

Interest expense, net

Other expense ( 0.7 )

Income from continuing operations before income taxes $ 146.9

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Three months ended March 31, 2026

Three months ended June 30, 2025

In millions Flow

13 unchanged sentences

Transformation costs ( 12.5 )

Asset impairment and write-offs ( 41.8 )

Loss on sale of business ( 26.3 )

Intangible amortization

2 unchanged sentences

Income from continuing operations before income taxes $ 172.5

Three months ended March 31, 2025

Six months ended June 30, 2026

In millions Flow

13 unchanged sentences

Transformation costs ( 29.0 )

Intangible amortization

Interest expense, net

Other expense ( 1.7 )

Income from continuing operations before income taxes $ 336.3

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Six months ended June 30, 2025

In millions Flow

Water Solutions

$ 483.5 $ 838.2 $ 811.1 $ 2,132.8

Reconciliation of consolidated net sales

Corporate and other

Total consolidated net sales

Cost of goods sold (1)(3)

( 305.7 ) ( 511.0 ) ( 442.8 )

Operating expenses (1)(2)(3)

( 72.8 ) ( 124.6 ) ( 89.6 )

Reportable segment income

$ 105.0 $ 202.6 $ 278.7 $ 586.3

Corporate and other

Restructuring and other ( 20.9 )

Transformation costs ( 21.6 )

Asset impairment and write-offs ( 47.0 )

Loss on sale of business ( 26.3 )

Intangible amortization

5 unchanged sentences

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

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Commitments and Contingencies

2 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 three months ended March 31, 2026 were as follows:

In millions March 31,

The changes in the carrying amount of service and product warranties from continuing operations for the six months ended June 30, 2026 were as follows:

In millions June 30,

Beginning balance $ 69.8

1 unchanged sentence

Payments ( 44.8 )

Foreign currency translation 0.1

Ending balance $ 70.4

3 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 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.

As of June 30, 2026 and December 31, 2025, the outstanding value of bonds, letters of credit and bank guarantees totaled $ 114.6 million and $ 115.0 million, respectively.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Subsequent Events

On July 27, 2026, as part of our Water Solutions reportable segment, we entered into a definitive agreement to acquire the issued and outstanding equity securities of Taco Group Holdings (“Taco”), for a purchase price of $ 1.425 billion, subject to customary adjustments contemplated by the definitive agreement.

We expect to finance the acquisition with a combination of cash on hand and committed bridge financing, which we intend to refinance through a permanent debt issuance that we anticipate to be investment grade.

We expect to close the acquisition of Taco in the fourth quarter of 2026, subject to customary closing conditions and necessary regulatory approvals.

In connection with entering into the definitive agreement to acquire Taco, PFSA entered into a commitment letter, dated July 27, 2026 (the “Commitment Letter”), pursuant to which, among other things, the lender has committed to provide debt financing for the acquisition of Taco, consisting of a senior unsecured bridge facility of $ 1.4 billion (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter.

The Bridge Facility will be subject to mandatory reduction and prepayment for 100% of the net cash proceeds from the issuance of any debt and other of our securities and other specified events, subject to certain exceptions.

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