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What changed in Pentair's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Pentair's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+294 added−262 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Pentair's 2025 10-K

294 paragraphs added · 262 removed · 234 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe have various training and organizational approaches dedicated to fostering inclusion, including a training called the “The Power of Inclusion;” Business Resource Groups led by employees; Pentair’s Code of Business Conduct and Ethics; and other resources on our company’s intranet. Health, safety and wellness We are committed to providing a safe workplace for all of our employees.
Biggest changeHealth, safety and wellness We are committed to providing a safe workplace for all of our employees.
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). Competition Pool faces numerous domestic and international competitors, some of which have substantially greater resources directed to the vertical markets in which we compete.
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). Competition Pool faces numerous domestic and international competitors, some of which have substantially greater resources directed to the vertical markets in which we compete.
End-user demand for water solution products generally follows warm weather trends and is at seasonal highs from April to September. Competition Water Solutions faces numerous domestic and international competitors, some of which have substantially greater resources directed to the vertical markets in which we compete. Competition focuses on brand names, product performance (including required specifications), quality and price.
End-user demand for water solution products generally follows warm weather trends and is at seasonal highs from April to September. 2 Competition Water Solutions faces numerous domestic and international competitors, some of which have substantially greater resources directed to the vertical markets in which we compete. Competition focuses on brand names, product performance (including required specifications), quality and price.
Outside the U.S. we have employees in certain countries, primarily in Europe, who are represented by an employee representative organization, such as a union, works council or employee association. 3 Employee engagement and development We believe engaging our employees and developing their careers is important to our long-term success and ties directly to our Win Right culture and values.
Outside the U.S. we have employees in certain countries, primarily in Europe, who are represented by an employee representative organization, such as a union, works council or employee association. Employee engagement and development We believe engaging our employees and developing their careers is important to our long-term success and ties directly to our Win Right culture and values.
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.
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 1 municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.
The remaining approximately 34% of Flow sales were from the industrial solutions business, comprised of applications focused on industrial process and air filtration and sustainable gas. 1 Flow brand names include Pentair Flow, Aurora, Berkeley, Codeline, Fairbanks-Nijhuis, Haffmans, Hydromatic, Hypro, Jung Pumpen, Myers, Sta-Rite, Shurflo, Südmo and X-Flow.
The remaining approximately 34% of Flow sales were from the industrial solutions business, comprised of applications focused on industrial process and air filtration and sustainable gas. Flow brand names include Pentair Flow, Aurora, Berkeley, Codeline, Fairbanks-Nijhuis, Haffmans, Hydromatic, Hypro, Jung Pumpen, Myers, Sta-Rite, Shurflo, Südmo and X-Flow.
The other approximately 34% of Water Solutions sales were associated with our residential business, which primarily focuses on products associated with residential point of entry and point of use filtration and softening systems, pressure tanks and control valves. Water Solutions brand names include Pentair Water Solutions, Everpure, Fleck, KBI, Manitowoc Ice, Pentek and RainSoft.
The other approximately 34% of Water Solutions sales were associated with our residential business, which primarily focuses on products associated with residential point of entry and point of use filtration and softening systems, pressure tanks and control valves. Water Solutions brand names include Pentair Water Solutions, Everpure, Fleck, Manitowoc Ice, Pentek and RainSoft.
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. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.
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.
Customers Water Solutions customers include businesses engaged in wholesale and retail distribution in the residential, commercial and food and beverage vertical markets. Customers also include end users, consumers, commercial operators and original equipment manufacturers. Seasonality We experience seasonal demand with several end customers and end users within Water Solutions.
Customers Water Solutions customers include businesses engaged in wholesale and retail distribution in the residential, commercial and food and beverage vertical markets. Customers also include end users, consumers and original equipment manufacturers. Seasonality We experience seasonal demand with several end customers and end users within Water Solutions.
The primary brand names associated with the Pool segment are Pentair Pool, Kreepy Krauly, Pleatco and Sta-Rite. 2 Customers Pool customers include businesses engaged in wholesale and retail distribution in the residential and commercial vertical markets. Customers in the residential and commercial verticals also include end users and consumers.
The primary brand names associated with the Pool segment are Pentair Pool, Kreepy Krauly, Pleatco and Sta-Rite. Customers Pool customers include businesses engaged in wholesale and retail distribution in the residential and commercial vertical markets. Customers in the residential and commercial verticals also include end users and consumers.
In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, and you may access any materials we file with the SEC through their website at www.sec.gov . 5
In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, and you may access any materials we file with the SEC through their website at www.sec.gov . 6
Our talent development efforts span across various levels of our organization, including our early career Leadership Development Program, a 36-month program in which potential future leaders participate in rotations intended to develop their capabilities through organization-wide exposure, and our Growth Manager development programs that prepare our new and experienced managers to be more effective and inclusive leaders at Pentair.
Our talent development efforts span across various levels of our organization, including our early career Leadership Development Program, a 36-month program in which potential future leaders participate in rotations intended to develop their capabilities through organization-wide exposure, and our Growth Manager Development Program that prepares both new and experienced managers to be more effective and inclusive leaders at Pentair.
From our residential and commercial water solutions to industrial water managemen t and everything in between, Pentair is focused on smart, sustainable water solutions that help our planet and people thrive. Pentair strategy Our vision is to be the world’s most valued sustainable water solutions company for our employees, customers and shareholders.
From our residential and commercial water solutions to industrial water managemen t and everything in between, Pentair is an S&P 500 company focused on smart, sustainable water solutions that help our planet and people thrive. Pentair strategy Our vision is to be the world’s most valued sustainable water solutions company for our employees, customers and shareholders.
We encourage employees to “Stop Work” anytime there is a potential concern regarding worker safety, and promote an open door policy so that all of our employees feel free to speak to their manager if there are any potential health, safety, compliance or sustainability concerns.
We encourage employees to stop work anytime there is a potential concern regarding worker safety and promote an open-door policy so that all of our employees feel free to speak to their manager if there are any potential health, safety, compliance or sustainability concerns.
One customer in the Pool business represented approximately 15% of our consolidated net sales in both 2024 and 2023. Seasonality We have historically experienced seasonal demand with several end customers and end users. End-user demand for pool equipment follows warm weather trends and historically has been at seasonal highs from April to August.
One customer in the Pool business represented approximately 18% and 15% of our consolidated net sales in 2025 and 2024, respectively. Seasonality We have historically experienced seasonal demand with several end customers and end users. End-user demand for pool equipment follows warm weather trends and historically has been at seasonal highs from April to August.
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.
The net purchase price was comprised of an upfront cash payment of $108.0 million, and the estimated fair value at the acquisition date of 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.
Annually, we publish a corporate responsibility/sustainability report on our sustainability activities and accomplishments, which can be found on our corporate website, and which is not incorporated by reference into this Annual Report on Form 10-K.
Annually, we publish a sustainability report on our environmental sustainability efforts, related activities and accomplishments, which can be found on our corporate website, and is not incorporated by reference into this Annual Report on Form 10-K.
For the fiscal year ended December 31, 2024, our residential and irrigation flow businesses, which sell pumps focused on residential and agriculture, comprised approximately 37% of Flow sales. Another approximately 29% of Flow sales were from the commercial & infrastructure flow businesses, which sell larger pumps focused on fire suppression, water supply, wastewater and flood control.
For the fiscal year ended December 31, 2025, our residential and irrigation flow businesses, which sell pumps focused on residential and agriculture, comprised approximately 36% of Flow sales. Another approximately 30% of Flow sales were from the commercial and infrastructure flow businesses, which sell larger pumps focused on fire suppression, water supply, wastewater and flood control.
This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, water disposal pumps, water supply pumps, fluid transfer pumps, turbine pumps, solid handling pumps, and agricultural spray nozzles, while serving the global residential, commercial and industrial markets.
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.
We also believe our Win Right values, positive culture and commitment to inclusion and diversity foster innovation and curiosity, which, in turn, can contribute to us being an industry leader. As of December 31, 2024, we had approximately 9,750 employees worldwide, of which approximately 50% are located in the U.S. A small portion of our U.S. employees are unionized.
We also believe our Win Right values, positive culture and commitment to inclusion and belonging foster innovation and curiosity, which, in turn, can contribute to us being an industry leader. As of December 31, 2025, we had approximately 9,000 employees worldwide, of which approximately 49% are located in the U.S. A small portion of our U.S. employees are unionized.
Inclusion Our commitment to inclusion is part of living our Win Right values. Our success also depends on our ability to attract, engage, develop and retain our employees, which includes diverse employees from an array of backgrounds. We believe an inclusive and diverse workforce contributes different perspectives and innovative ideas that enable us to improve.
Our success also depends on our ability to attract, engage, develop and retain our employees, which includes diverse employees from an array of backgrounds. We believe an inclusive and diverse workforce contributes different perspectives and innovative ideas that enable us to improve.
We manage these fluctuations through several mechanisms, including long-term agreements with price adjustment clauses for significant commodity market movements in certain circumstances. Prices for raw materials, such as metals, may trend higher in the near future due to the volatile market trends.
We manage these fluctuations through several mechanisms, including long-term agreements with price adjustment clauses for significant commodity market movements in certain circumstances. Prices for raw materials, such as metals and other commodities, have trended higher due to volatile market trends and enacted tariffs and may continue to trend higher in the future.
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.
In December 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.
Compensation and benefits In the U.S., non-union full-time employees are eligible to receive the following benefits: short-term and long-term disability insurance; flexible and health savings accounts and wellness programs; health insurance (medical, pharmacy, dental); eight weeks paid parental leave for birth, adoptive and foster parents; two weeks paid caregiver leave; legal services; retirement benefits; employee stock purchase plan; tuition reimbursement; holidays; vacation and sick time.
All locations, enterprise wide, are required to meet regulatory agency standards as applicable to each site’s location. 5 Compensation and benefits In the U.S., non-union full-time employees are eligible to receive the following benefits: short-term and long-term disability insurance; flexible and health savings accounts and wellness programs; health insurance (medical, pharmacy, dental); eight weeks paid parental leave for birth, adoptive and foster parents; two weeks paid caregiver leave; legal services; retirement benefits; employee stock purchase plan; tuition reimbursement; holidays; vacation and sick time.
Human capital resources We believe our success depends on our ability to attract, develop and retain strong employees. We believe a deep-rooted culture energizes our employees to make a difference within and beyond the workplace. We strive to be the destination for top talent, and work hard to develop and retain high performers throughout their career.
We believe a deep-rooted culture energizes our employees to make a difference within and beyond the workplace. We strive to be the destination for top talent, and work hard to develop and retain high performers throughout their career.
Competition focuses on brand names, product performance (including energy-efficient offerings and required specifications), quality, service and price. We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced. We believe our distribution channels and reputation for quality also provide us a competitive advantage.
Competition focuses on brand names, product performance (including energy-efficient offerings and required specifications), quality, service and price. We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced.
Benefits for union employees and employees of G & F Manufacturing, which was acquired on December 2, 2024, may vary. 4 Sustainability Activities As a leading provider of smart, sustainable water solutions and with a foundation of Win Right values, we recognize that the work we do and the products and services we provide help to improve lives and the environment around the world.
Benefits for union employees may vary. Sustainability Activities As a leading provider of smart, sustainable water solutions and with a foundation of Win Right values, we recognize that the work we do and the products we provide help to improve lives and the environment around the world.
For the fiscal year ended December 31, 2024, our commercial business, which offers products such as conventional filtration products, commercial point-of-entry and point-of-use water treatment systems, activated carbon products and commercial ice machines, comprised approximately 66% of Water Solutions sales. In addition, our commercial business also provides installation and preventative services for water management solutions for commercial operators.
For the fiscal year ended December 31, 2025, our commercial business, which offers products such as conventional filtration products, commercial point-of-entry and point-of-use water treatment systems, activated carbon products and commercial ice machines, comprised approximately 66% of Water Solutions sales.
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 water management and filtration in foodservice operations. In addition, our water solutions business also provides installation and preventative services for water management solutions for commercial operators.
These water treatment products and systems are for use in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial water management and filtration in foodservice operations.
Training and development To support employees in their career journey, we have developed and shared through our dedicated development site, a number of tools and resources. We offer career pathing and development resources for all functions throughout Pentair.
Additionally, we provide a high-level overview of survey results in the employee town halls following finalization of survey results. Training and development To support employees in their career journey, we have developed and shared, through our dedicated development site, a number of tools and resources. We offer career pathing and development resources for all functions throughout Pentair.
Additionally, each site maintains a confidential reporting process, and we encourage the use of the Ethics Hotline for employees to report anonymously potential safety concerns. All locations, enterprise wide, are required to meet regulatory agency standards as applicable to each site’s location.
Additionally, each site maintains a confidential reporting process, and we encourage the use of the Ethics Hotline for employees to report anonymously potential safety concerns.
Raw materials The principal materials we use in manufacturing our products are mild steel, stainless steel, electronic components (including drives and motors), plastics (resins, fiberglass, epoxies), metals and paint (powder and liquid). In addition to the purchase of raw materials, we purchase some finished goods for distribution for resale.
These efforts consist mostly of the development of new products, product applications and manufacturing processes. Raw materials The principal materials we use in manufacturing our products are mild steel, stainless steel, electronic components (including drives and motors), plastics (resins, fiberglass, epoxies), metals and paint (powder and liquid).
We are focused on building on our Win Right values and culture by further contributing to the development of a sustainable and responsible society that we believe will also drive our future growth. We are also focused on further integrating our sustainability goals throughout our business by creating accountability for our sustainability strategy and shared commitments.
We are focused on building on our Win Right values and culture by contributing to the development of a sustainable and responsible society, which we believe will also drive our future growth. We have established formal sustainability programs to further advance environmental sustainability.
We purchase the materials we use in various manufacturing processes on the open market. We believe the majority of such materials are available through multiple sources and in adequate supply. We have certain long-term commitments, principally price commitments, for the purchase of various component parts and raw materials and continue to work with our suppliers to maintain delivery continuity.
We have certain long-term commitments, principally price commitments, for the purchase of various component parts and raw materials and continue to work with our suppliers to maintain delivery continuity.
We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced. We believe our distribution channels and reputation for quality also provide us a competitive advantage. Pool The Pool segment aims to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water.
We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced. We believe our distribution channels and reputation for quality also provide us a competitive advantage. 2026 Segment Structure Effective January 1, 2026, we moved our residential and irrigation flow business from our Flow segment to our Water Solutions segment.
Competition focuses on brand names, product performance (including energy-efficient offerings and required specifications), quality, service and price. We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced. Water Solutions The Water Solutions segment aims to provide great tasting, higher-quality water and ice while helping people use water more productively.
Competition focuses on brand names, product performance (including energy-efficient offerings and required specifications), quality, service and price. We compete by offering a wide variety of innovative and high-quality products, which we believe are competitively priced. 2026 Segment Structure Effective January 1, 2026, we moved our residential and irrigation flow business from our Flow segment to our Water Solutions segment.
Patents, patent applications and license agreements will expire or terminate over time by operation of law, in accordance with their terms or otherwise. We do not expect the termination of patents, patent applications or license agreements to have a material adverse effect on our financial position, results of operations or cash flows.
Patents, patent applications and license agreements will expire or terminate over time by operation of law, in accordance with their terms or otherwise.
We take an integrated approach to supporting and promoting workplace inclusion by fostering a globally aware, inclusive culture; and reinforcing our practices to be fair and nondiscriminatory.
We take an integrated approach to supporting and promoting workplace inclusion by fostering a globally aware, inclusive culture; and reinforcing our practices to be fair and nondiscriminatory. We have various training and organizational approaches dedicated to fostering inclusion, including Business Resource Groups led by employees; Pentair’s Code of Business Conduct and Ethics; and other resources on our company’s intranet.
The following is a brief description of each of the Company’s reportable segments and business activities. Flow The Flow segment aims to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value.
Additional information regarding this revised segmentation is found under the section titled “2026 Revised Segmentation.” Flow The Flow segment aims to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value.
We have established formal sustainability programs to further advance our sustainability goals. In 2023, Pentair completed an Environmental, Social and Governance (“ESG”) assessment in alignment with the European Union’s Corporate Sustainability Reporting Directive (“CSRD”). This assessment supported the topics focused on in our first set of social responsibility strategic targets, which we announced in 2021.
Additionally, we are dedicated to further integrating our sustainability strategy throughout our business by creating accountability for targets and shared commitments. In 2025, Pentair completed its second environmental, social and governance assessment in alignment with the European Union’s 2023 Corporate Sustainability Reporting Directive framework (“CSRD”). This assessment informed our updated Sustainability Strategic Targets which we announced in 2025.
Also in alignment with the CSRD, in 2025 we are conducting an updated sustainability assessment, and expect to use the results of this updated assessment for continued sustainability strategic planning and risk management, as well as to determine future focus areas, targets, goals and disclosure requirements under the CSRD.
We plan to regularly update this assessment to support sustainability strategic planning and risk management, to set future targets and to make disclosures in accordance with the CSRD and other requirements.
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INFORMATION REGARDING ALL REPORTABLE SEGMENTS Research and development We conduct research and development activities primarily in our own facilities. These efforts consist mostly of the development of new products, product applications and manufacturing processes.
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On September 17, 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.
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These strategic targets remained in effect through 2024 and reflected the Company’s social responsibility focus areas.
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The discussions below refer to the Company’s reportable segment composition and business activities as of and prior to December 31, 2025. Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to move our residential and irrigation flow business from our Flow segment to our Water Solutions segment.
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For further detail on the changes to the Flow and Water Solutions segments as a result of the revised segmentation effective January 1, 2026, refer to the discussion titled “2026 Segment Structure” below.
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As a result, the products previously within the residential and irrigation flow business are now part of the Water Solutions reportable segment. These products, including fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps, are used in various applications such as circulation and transfer, agricultural irrigation and crop spray.
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The residential and irrigation flow business includes brand names such as Berkeley, Hypro, Jung Pumpen, Sta-Rite and Shurflo. Given this change, the Flow segment will no longer serve wholesale and retail distribution customers in residential or agricultural markets. Additionally, the commercial and infrastructure flow and industrial solutions businesses have not historically been impacted by seasonal weather trends.
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This change does not impact the competitive landscape of the Flow segment. Water Solutions The Water Solutions segment aims to provide great tasting, higher-quality water and ice while helping people use water more productively.
Added
As a result, the products previously included in the residential and irrigation flow business within our Flow segment are now part of the Water Solutions reportable segment.
Added
These products, including fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps, are used in various applications such as circulation and transfer, agricultural irrigation and crop spray. With this change, the Water Solutions segment now includes brands such as Berkeley, Hypro, Jung Pumpen, Sta-Rite and Shurflo and will serve customers in agricultural markets.
Added
Historically, the residential and irrigation flow business has been influenced by warm weather trends and other weather events such as heavy flooding and drought. This change does not impact the competitive landscape of the Water Solutions segment. Pool The Pool segment aims to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water.
Added
We believe our distribution channels and reputation for quality also provide us a competitive advantage. 2026 REVISED SEGMENTATION Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business beginning in 2026.
Added
As a result of this reorganization, our residential and irrigation flow business moved from our Flow segment into our Water Solutions segment. The Pool segment remains unchanged.
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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.
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All historical segment information presented throughout this Annual Report on Form 10-K, with the exception of the table below, was prepared based on the reporting segment structure in place during 2025. 3 The below table presents net sales and reportable segment income under the revised reportable segment structure for the years ended December 31, 2025, 2024 and 2023.
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December 31 In millions 2025 2024 2023 Net sales Flow $ 1,001.2 $ 960.7 $ 960.1 Water Solutions 1,614.5 1,684.3 1,799.2 Pool 1,558.8 1,436.1 1,343.6 Reportable segment net sales 4,174.5 4,081.1 4,102.9 Corporate and other 1.5 1.7 1.6 Net sales $ 4,176.0 $ 4,082.8 $ 4,104.5 Reportable segment income (loss) Flow $ 225.0 $ 189.3 $ 144.9 Water Solutions 391.0 383.9 385.0 Pool 527.1 476.5 417.0 Reportable segment income 1,143.1 1,049.7 946.9 Corporate and other (89.6) (90.5) (91.8) Adjusted operating income $ 1,053.5 $ 959.2 $ 855.1 INFORMATION REGARDING ALL REPORTABLE SEGMENTS Research and development We conduct research and development activities primarily in our own facilities.
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In addition to the purchase of raw materials, we purchase some finished goods for distribution for resale. We purchase the materials we use in various manufacturing processes on the open market. We believe the majority of such materials are available through multiple sources and in adequate supply.
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We do not expect the termination of patents, patent applications or license agreements to have a material adverse effect on our financial position, results of operations or cash flows. 4 Human capital resources We believe our success depends on our ability to attract, develop and retain strong employees.
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In addition, our Senior Leadership Development Program supports our senior leaders in driving growth and high performance by strengthening enterprise leadership, team effectiveness and business systems. Inclusion Our commitment to inclusion is part of living our Win Right values.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe laws and regulations regarding sustainability disclosures and requirements, including the Corporate Sustainability Reporting Directive in the European Union and various U.S. state requirements such as in California, are rapidly evolving and could have an adverse effect on our operations and the costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs. 14 As part of our strategy regarding environmental, climate change and sustainability matters, we have set and may adjust corporate responsibility strategic targets or set additional targets aimed at reducing our impact on the environment and climate change and/or targets relating to other sustainability matters.
Biggest changeThe laws and regulations regarding sustainability disclosures and requirements, including the Corporate Sustainability Reporting Directive in the European Union and various U.S. state requirements such as in California, continue to evolve and could have an adverse effect on our operations and the costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs.
The loss of one or more of our largest customers, any material cancellation, reduction, or delay in purchases by or delivery of products to these customers, or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The loss of one or more of our largest customers, any material cancellation of, reduction to, or delay in purchases by, or delivery of products to, these customers or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our level of indebtedness and any future increases in our level of indebtedness may have important effects on our future operations, including, without limitation: • additional cash requirements in order to support the payment of interest on our outstanding indebtedness; • increased vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; • reduced ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes; • reduced flexibility in planning for, or reacting to, changes in our business and our industry; and • limited flexibility to make acquisitions and develop technology.
Our level of indebtedness and any future increases in our level of indebtedness may have important effects on our future operations, including, without limitation: • additional cash requirements in order to support the payment of interest on our outstanding indebtedness; • increased vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; • reduced ability to obtain additional financing for working capital, capital expenditures and general corporate and other purposes; • reduced flexibility in planning for, or reacting to, changes in our business and our industry; and • limited flexibility to make acquisitions and develop technology.
Any improper actions could subject us to civil or criminal penalties, including material monetary fines, or other adverse actions including denial of import or export privileges, and could damage our reputation and business prospects. We are exposed to environmental, and health and safety laws, liabilities and litigation.
Any improper actions could subject us to civil or criminal penalties, including material monetary fines, or other adverse actions including denial of import or export privileges, and could damage our reputation and business prospects. We are exposed to environmental, health and safety laws, liabilities and litigation.
It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs, we could become, or be regarded as having become, resident in a jurisdiction other than the U.K.
It is possible that in the future, whether as a result of a change in law, the practice of any relevant tax authority or as a result of any change in the conduct of our affairs, we could become, or be regarded as having become, resident in a jurisdiction other than the U.K.
These risks include: • changes in general economic and political conditions in countries where we operate or purchase from, particularly in emerging markets; • relatively more severe or unpredictable economic conditions in some international markets than in the U.S.; • the imposition of sanctions, tariffs, duties, exchange controls, currency restrictions or other trade restrictions; • changes in tax treaties, laws or rulings that could have a material adverse impact on our effective tax rate; • the difficulty of enforcing agreements and collecting receivables through non-U.S. legal systems; • the difficulty of communicating and monitoring evolving regulations, standards and directives across our sales channels, product lines, services and global facilities; 8 • the difficulty of ensuring that our products, services, sales channels and supply chains meet ever-changing regional regulations and requirements; • trade protection measures and import or export licensing requirements and restrictions; • the possibility of international hostilities, military conflicts or terrorist action affecting us, our operations, supply chains, our end-markets or economies generally; • the threat of nationalization and expropriation; • changes due to nationalist consumer sentiment; • the difficulty in staffing and managing widespread operations in non-U.S. labor markets; • limitations on repatriation of earnings or other regionally-imposed capital requirements; • the difficulty of protecting intellectual property in non-U.S. countries; and • changes in and required compliance with a variety of non-U.S. laws and regulations, some of which may be incompatible with each other or U.S. laws and regulations.
These risks include: • changes in general economic and political conditions in countries where we operate or purchase from, particularly in emerging markets; • relatively more severe or unpredictable economic conditions in some international markets than in the U.S.; • the imposition of sanctions, tariffs, duties, exchange controls, currency restrictions or other trade restrictions; • changes in tax treaties, laws or rulings that could have a material adverse impact on our effective tax rate; • the difficulty of enforcing agreements and collecting receivables through non-U.S. legal systems; 9 • the difficulty of communicating and monitoring evolving regulations, standards and directives across our sales channels, product lines, services and global facilities; • the difficulty of ensuring that our products, services, sales channels and supply chains meet ever-changing regional regulations and requirements; • trade protection measures and import or export licensing requirements and restrictions; • the possibility of international hostilities, military conflicts or terrorist action affecting us, our operations, supply chains, our end-markets or economies generally; • the threat of nationalization and expropriation; • changes due to nationalist consumer sentiment; • the difficulty in staffing and managing widespread operations in non-U.S. labor markets; • limitations on repatriation of earnings or other regionally-imposed capital requirements; • the difficulty of protecting intellectual property in non-U.S. countries; and • changes in and required compliance with a variety of non-U.S. laws and regulations, some of which may be incompatible with each other or U.S. laws and regulations.
If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things: • to seek additional financing in the debt or equity markets; • to refinance or restructure all or a portion of our indebtedness; • to sell selected assets or businesses; or 11 • to reduce or delay planned capital or operating expenditures.
If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things: • to seek additional financing in the debt or equity markets; • to refinance or restructure all or a portion of our indebtedness; • to sell selected assets or businesses; or • to reduce or delay planned capital or operating expenditures.
The market price of our shares may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our results of operations due to factors related to our business; 17 • success or failure of our business strategy; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain third-party financing as needed; • announcements by us or our competitors of significant acquisitions or dispositions; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in earnings estimates or guidance by us or securities analysts or our ability to meet those estimates or guidance; • the operating and share price performance of other comparable companies; • investor perception of us; • effect of certain events or occurrences on our reputation; • overall market fluctuations; • results from any material litigation or governmental investigation or environmental liabilities; • natural or other environmental disasters; • changes in laws and regulations affecting our business; and • general economic conditions and other external factors.
The market price of our shares may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated fluctuations in our results of operations due to factors related to our business; • success or failure of our business strategy; • our quarterly or annual earnings, or those of other companies in our industry; • our ability to obtain third-party financing as needed; • announcements by us or our competitors of significant acquisitions or dispositions; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in earnings estimates or guidance by us or securities analysts or our ability to meet those estimates or guidance; 19 • the operating and share price performance of other comparable companies; • investor perception of us; • effect of certain events or occurrences on our reputation; • overall market fluctuations; • results from any material litigation or governmental investigation or environmental liabilities; • natural or other environmental disasters; • changes in laws and regulations affecting our business; and • general economic conditions and other external factors.
Additionally, some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons.
Some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons.
In recent years, we experienced inflationary cost increases of raw materials, such as metals and resins, drives and motors, as well as increases in logistics, transportation, energy, insurance and labor costs (including wages, pensions and health care benefits). The ongoing volatile market for commodities has the potential to continue to drive price increases in our supply chain.
In recent years, we have experienced inflationary cost increases of raw materials, such as metals and resins, drives and motors, as well as increases in logistics, transportation, energy, insurance and labor costs (including wages, pensions and health care benefits). The ongoing volatile market for commodities has the potential to continue to drive price increases in our supply chain.
In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to climate change and sustainability matters as well as regulatory requirements. We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S.
In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to climate change and sustainability matters as well as regulatory requirements. We have identified specific product and geographic market opportunities that we find attractive and 7 continue to pursue, both within and outside the U.S.
However, any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations and may also affect the price and availability of insurance in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
However, any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations and may also affect the price 11 and availability of insurance in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
While historically we have attempted to mitigate the magnitude of the sales spikes in the Pool segment by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide assurance that these programs will be successful should we continue to use them in the future.
While historically we have attempted to mitigate the magnitude of the sales spikes in the Pool segment by employing advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide assurance that these programs will be successful should we continue to use them in the future.
In addition, seasonal effects associated with products within our Flow, Water Solutions and Pool segments may vary from year-to-year and be impacted by weather patterns, such as temperature, heavy flooding and droughts. Moreover, adverse weather conditions, such as cold or wet weather, may negatively impact demand for, and sales of, products within our business segments.
In addition, seasonal effects associated with products within our Water Solutions and Pool segments may vary from year-to-year and be impacted by weather patterns, such as temperature, heavy flooding and droughts. Moreover, adverse weather conditions, such as cold or wet weather, may negatively impact demand for, and sales of, products within our business segments.
Compliance with environmental requirements also could require significant operating or capital expenditures or result in significant operational restrictions. We cannot provide assurance that we have been or will be at all times in compliance with environmental and health and safety laws. If we violate these laws, we could be fined, criminally charged or otherwise sanctioned by regulators.
Compliance with environmental requirements 14 also could require significant operating or capital expenditures or result in significant operational restrictions. We cannot provide assurance that we have been or will be at all times in compliance with environmental and health and safety laws. If we violate these laws, we could be fined, criminally charged or otherwise sanctioned by regulators.
In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations.
In addition, some of our businesses, customers, and dealers are subject to 17 various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, including class action complaints, arising from alleged violation of these laws and regulations.
If we are not successful in monitoring our foreign currency exchange exposures and conducting an effective hedging program, our foreign currency hedging activities may not offset the impact of fluctuations in currency exchange rates on our results of operations and financial position. 10 Our business may be adversely affected by matters associated with our labor force.
If we are not successful in monitoring our foreign currency exchange exposures and conducting an effective hedging program, our foreign currency hedging activities may not offset the impact of fluctuations in currency exchange rates on our results of operations and financial position. Our business may be adversely affected by matters associated with our labor force.
As customers become increasingly concerned about the environmental impact of their purchases, if we fail to keep up with changing regulations or innovate or operate in ways that minimize the energy use of our products or operations, customers may choose more energy efficient or sustainable alternatives.
As customers become concerned about the environmental impact of their purchases, if we fail to keep up with changing regulations or innovate or operate in ways that minimize the energy use of our products or operations, customers may choose more energy efficient or sustainable alternatives.
If we were to be treated as resident in more than one jurisdiction, we could be subject to 16 taxation in multiple jurisdictions. If, for example, we were considered to be a tax resident of Ireland, we could become liable for Irish corporation tax, and any dividends paid by us could be subject to Irish dividend withholding tax.
If we were to be treated as resident in more than one jurisdiction, we could be subject to taxation in multiple jurisdictions. If, for example, we were considered to be a tax resident of Ireland, we could become liable for Irish corporation tax, and any dividends paid by us could be subject to Irish dividend withholding tax.
As our business increasingly interfaces with employees, customers, dealers and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks. Our evolution into smart products subjects us to increased cyber and technology risks.
As our business increasingly interfaces with employees, customers, dealers and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks. Our evolution into smart and connected products subjects us to increased cyber and technology risks.
In addition, such cybersecurity incidents could result in litigation, reputational impacts, regulatory action and potential liability, and additional costs and operational consequences of implementing further data protection measures. For information on our cybersecurity risk management, strategy and governance, see ITEM 1C.- Cybersecurity.
In addition, 16 such cybersecurity incidents could result in litigation, reputational impacts, regulatory action and potential liability and additional costs and operational consequences of implementing further data protection measures. For information on our cybersecurity risk management, strategy and governance, see ITEM 1C.- Cybersecurity.
Additionally, our credit agreements generally include an increase in interest rates if the ratings for our debt are downgraded. To the extent that our interest rates increase, our interest expense will increase, which could adversely affect our financial condition, results of operations and cash flows.
Additionally, our credit agreements generally include an increase in 13 interest rates if the ratings for our debt are downgraded. To the extent that our interest rates increase, our interest expense will increase, which could adversely affect our financial condition, results of operations and cash flows.
A trade war; other governmental action, including threatened actions and uncertainty, related to tariffs or international trade agreements; changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently purchase, have operations or manufacture and sell products; and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
A trade war; other governmental action, including threatened actions and uncertainty, related to tariffs or international trade agreements; additional changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently purchase, have operations or manufacture and sell products; and any negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate 6 these markets, our core sales growth will likely be limited or may decline.
We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.
These laws and regulations are rapidly evolving and changing, and could have an adverse effect on our operations. Companies’ obligations and requirements under these laws and regulations are subject to uncertainty in how courts and governmental authorities may interpret them.
These laws and regulations are rapidly evolving and could have an adverse effect on our operations. Companies’ obligations and requirements under these laws and regulations are subject to uncertainty in how courts and governmental authorities may interpret them.
For example, 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 2024 and is likely to continue to impact our effective tax rate in the future.
For example, 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.
In addition to clean-up actions brought by governmental authorities, private parties could bring individual or class-action claims due to the presence of, or exposure to, hazardous substances, including at sites where we did not have operations but may have acquired liability through an acquisition of a business.
In addition to clean-up actions brought by governmental authorities, private parties could bring individual or class-action lawsuits due to the presence of, or exposure to, hazardous substances, including at sites where we did not have operations but may have acquired liability through an acquisition of a business.
If we are unable to execute these initiatives as planned, we may not realize all or any of the anticipated benefits, which could have a material adverse effect on our business, financial condition, results of operations and cash flows . 7 We may experience cost increases and other inflation.
If we are unable to execute these initiatives as planned, we may not realize all or any of the anticipated benefits, which could have a material adverse effect on our business, financial condition, results of operations and cash flows . 8 We may experience cost increases and other inflation.
These legal proceedings are typically claims that relate to our products or services or to the conduct of our business and include, without limitation, claims relating to commercial, regulatory or contractual disputes with suppliers, authorities, customers or parties to acquisitions and divestitures; 15 intellectual property matters; environmental, asbestos, safety and health matters; product quality and liability matters; matters arising from the use or installation of our products; consumer protection matters; and employment and labor matters.
These legal proceedings are typically claims that relate to our products or services or to the conduct of our businesses and include, without limitation, claims relating to commercial, regulatory or contractual disputes with suppliers, authorities, customers or parties to acquisitions and divestitures; intellectual property matters; environmental, asbestos, safety and health matters; product quality and liability matters; matters arising from the use or installation of our products; consumer protection matters and employment and labor matters.
These issues could have a material adverse effect on our business, financial condition, results of operations and cash flows. We are exposed to political, regulatory, economic, trade, and other risks that arise from operating a multinational business. Sales outside of the U.S. for the year ended December 31, 2024 accounted for 31% of our net sales.
These issues could have a material adverse effect on our business, financial condition, results of operations and cash flows. We are exposed to political, regulatory, economic, trade, and other risks that arise from operating a multinational business. Sales outside of the U.S. for the year ended December 31, 2025 accounted for 30% of our net sales.
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.
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.
Volatility in currency exchange rates and failure to effectively hedge our exposure to fluctuations could have a material adverse effect on our financial condition, results of operations and cash flows. Sales outside of the U.S. for the year ended December 31, 2024 accounted for approximately 31% of our net sales.
Volatility in currency exchange rates and failure to effectively hedge our exposure to fluctuations could have a material adverse effect on our financial condition, results of operations and cash flows. Sales outside of the U.S. for the year ended December 31, 2025 accounted for approximately 30% of our net sales.
Our strategy has been, and continues to be, to mount a vigorous defense aimed at having unsubstantiated suits dismissed, and settling claims before trial only where appropriate. As of December 31, 2024, there were approximately 690 asbestos-related claims pending against our subsidiaries, substantially all of which relate to our discontinued operations.
Our strategy has been, and continues to be, to mount a vigorous defense aimed at having unsubstantiated suits dismissed, and settling claims before trial only where appropriate. As of December 31, 2025, there were approximately 795 asbestos-related claims pending against our subsidiaries, substantially all of which relate to our discontinued operations.
Our success depends in part on our ability to anticipate and effectively manage these and other risks. We cannot assure that these and other factors will not have a material adverse effect on our international operations or on our business as a whole.
Our success depends in part on our ability to anticipate and effectively manage these and other risks. We cannot provide assurance that these and other factors will not have a material adverse effect on our international operations or on our business as a whole.
As a result of changes to U.S. or foreign government administrative policy, there may be changes to existing trade agreements; greater restrictions on free trade generally; imposition of or significant increases in tariffs on goods including those imported into the U.S., particularly tariffs on products manufactured in Mexico, China, Canada, or other countries where we purchase, have operations or manufacture or sell products; prohibitions or restrictions on doing business with certain entities, including those with certain relationships with China; and adverse responses by foreign governments to U.S. trade policy, among other possible changes.
As a result of changes to U.S. or foreign government administrative policy, there may be changes to existing trade agreements; greater restrictions on free trade generally; imposition of or significant increases in tariffs on goods, including those imported into the U.S., particularly tariffs on steel, aluminum and copper and products manufactured in Mexico, China and the European Union, or other countries where we purchase, have operations or manufacture or sell products; prohibitions or restrictions on doing business with certain entities, including those with certain relationships with China; and adverse responses by foreign governments to U.S. trade policy, among other possible changes.
For example, current macroeconomic and political instability, inflation and the strengthening of the U.S. dollar have and could continue to adversely impact our results of operations. In addition, military conflicts, such as those between Russia and Ukraine and in the Middle East, and their impact on economies, may adversely impact our results of operations.
For example, current macroeconomic and political instability, inflation and the strength or weakness of the U.S. dollar have, and could continue to, adversely impact our results of operations. In addition, military conflicts, such as those between Russia and Ukraine and in the Middle East, and their impact on economies, may adversely impact our results of operations.
We compete against large and well-established national and global companies, regional and local companies, diversified and pure-play companies, and lower-cost manufacturers. Competition may also result from new entrants into the markets we serve offering products and/or services that compete with ours.
We compete against large and well-established national and global companies, regional and local companies, diversified and pure-play companies, and lower-cost manufacturers. Competition may also result from new entrants into, or consolidation among competitors in, the markets we serve offering products and/or services that compete with ours.
We may increase our debt or raise additional capital, our credit ratings may be downgraded in the future, or our interest rates may increase, each of which could affect our financial condition, and may decrease our profitability. As of December 31, 2024, we had $1,663.1 million of total debt outstanding on a consolidated basis.
We may increase our debt or raise additional capital, our credit ratings may be downgraded in the future, or our interest rates may increase, each of which could affect our financial condition, and may decrease our profitability. As of December 31, 2025, we had $1,652.7 million of total debt outstanding on a consolidated basis.
Environmental Protection Agency (“EPA”) has published findings that emissions of carbon dioxide, methane, and other greenhouse gases (“GHGs”) present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climate changes.
Environmental Protection Agency (“EPA”) has published findings that emissions of carbon dioxide, 15 methane, and other greenhouse gases (“GHGs”) present a danger to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth’s atmosphere and other climate changes.
We are exposed to certain regulatory, financial and other risks related to climate change and other sustainability matters. Climate change is receiving ever increasing attention worldwide. Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The U.S.
We are exposed to certain regulatory, financial and other risks related to climate change and other sustainability matters. Climate change continues to receive attention worldwide. Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The U.S.
These cases typically involve product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were attached to or used with asbestos-containing components manufactured by third 13 parties or to which asbestos insulation was applied after installation.
These cases typically involve product liability claims alleging manufacture, sale or distribution of industrial products that either contained asbestos or were attached to or used with asbestos-containing components manufactured by third parties or to which asbestos insulation was applied after installation.
We have been advised that the U.S. currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.
The U.S. currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.
We have been named as a defendant, target or a potentially responsible party (“PRP”) in a number of environmental matters relating to our current or former businesses. We have disposed of a number of businesses and in certain cases, we have retained responsibility and potential liability for certain environmental obligations.
We have been named as a defendant, target or a potentially responsible party (“PRP”) in environmental matters relating to our current or former businesses. We have disposed of a number of businesses and in certain cases, we have retained responsibility and potential liability for certain environmental obligations. We have received claims for indemnification from certain purchasers of businesses from us.
In addition, some cases brought against us involve the presence of asbestos at facilities that we own or used to own. Each case typically names a large number of product manufacturers, service providers and premises owners. Historically, our subsidiaries have been identified as defendants in asbestos-related claims.
It is possible that cases could be brought against us alleging that asbestos was present at facilities we own or used to own. Each case typically names a large number of product manufacturers, service providers and premises owners. Historically, our subsidiaries have been identified as defendants in asbestos-related claims.
We have projects underway at several current and former manufacturing facilities to investigate and remediate environmental contamination resulting from our past operations or by the operations of divested or acquired businesses or other businesses that previously owned or used the properties.
We have projects underway at current and former manufacturing facilities to investigate and remediate environmental contamination resulting from our past operations or by the operations of divested or acquired businesses or other businesses that previously owned or used the properties. The cost of remediation and other environmental liabilities can be difficult to accurately predict and may be excluded by insurance.
Our policies mandate strict compliance with U.S. and non-U.S. trade laws applicable to our products. However, even when we are in strict compliance with law and our policies, we may suffer reputational damage if certain of our products are sold through various intermediaries to sanctioned entities or to entities operating in sanctioned countries.
However, even when we are in strict compliance with law and our policies, we may suffer reputational damage if certain of our products are sold through various intermediaries directly to sanctioned entities, to entities that may utilize sanctioned entities to complete transactions, or to entities operating in sanctioned countries.
We have received claims for indemnification from certain purchasers of businesses from us. We may be named as a PRP at other sites in the future for existing business units, as well as both divested and acquired businesses.
We may be named as a PRP at other sites in the future for existing business units, as well as both divested and acquired businesses.
Our subsidiaries are party to asbestos-related litigation that could adversely affect our financial condition, results of operations and cash flows. Our subsidiaries, along with numerous other companies, are named as defendants in a substantial number of lawsuits based on alleged exposure to asbestos-containing materials, substantially all of which relate to our discontinued operations.
Our subsidiaries, along with numerous other companies, are named as defendants in a substantial number of lawsuits based on alleged exposure to asbestos-containing materials, substantially all of which relate to our discontinued operations.
It may be difficult for us to integrate acquired businesses efficiently into our business operations. Any acquisitions or investments may not be successful or realize the intended benefits and may ultimately result in impairment charges or have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any acquisitions or investments may not be successful or realize the intended benefits and may ultimately result in impairment charges or have a material adverse effect on our business, financial condition, results of operations and cash flows. We may not achieve some or all of the expected benefits of our business initiatives.
The secure operation of our information technology systems and networks is critical to our business operations and strategy. Cybersecurity threats designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.
The secure operation of our information technology systems and networks is critical to our business operations and strategy. Cybersecurity threats designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication, including the risk that threat actors will leverage emerging technology, such as artificial intelligence, to exploit vulnerabilities.
The current U.S. administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs, and it remains unclear what the U.S. administration or foreign governments, including China, will or will not do with respect to tariffs or international trade agreements and policies.
The current U.S. administration has implemented tariffs with an ongoing possibility of implementing additional, or increasing current, tariffs, and it remains unclear what the U.S. administration or foreign governments, including China, will or will not do with respect to tariffs or international trade agreements and policies, including the United States-Mexico-Canada Agreement, the current version of which is due for review in 2026.
Our concentration of sales to a relatively small number of larger customers makes our relationship with each of these customers important to our business. Our success is dependent on retaining these customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products.
Our success is dependent on retaining these customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products.
In addition, we may not be able to achieve accelerated growth and margin expansion or operating efficiencies to reduce costs or realize benefits that we anticipate in connection with the foregoing initiatives.
As a result, it is possible our revenues could be reduced by exiting certain customers and products. In addition, we may not be able to achieve accelerated growth or ongoing margin expansion and operating efficiencies to reduce costs or realize benefits that we anticipate in connection with the foregoing initiatives.
As an Irish company, we are governed by Irish law and the Irish Companies Act 2014, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions, mergers and acquisitions and takeovers, and shareholder lawsuits and indemnification of directors.
Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland. 18 As an Irish company, we are governed by Irish law and the Irish Companies Act 2014, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions, mergers and acquisitions and takeovers, and shareholder lawsuits and indemnification of directors.
Additionally, in 2024 and 2023, we made progress on our Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.
During 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. Additionally, in 2025, we made progress on our Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.
Risks Relating to Our Debt and Financial Markets Increased leverage may harm our business, financial condition and results of operations. As of December 31, 2024, we had $1,663.1 million of total debt outstanding on a consolidated basis. Subject to restrictions in our debt agreements, we and our subsidiaries may incur additional indebtedness in the future, including in connection with acquisitions.
Risks Relating to Our Debt and Financial Markets Increased leverage may harm our business, financial condition and results of operations. As of December 31, 2025, we had $1,652.7 million of total debt outstanding on a consolidated basis.
The current U.S. administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs; these actions and any reactionary tariff adjustments by other countries may also contribute to inflationary cost increases. We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases.
The current U.S. administration has implemented tariffs with an ongoing possibility of implementing additional, or increasing current, tariffs, which have also triggered reactionary tariff adjustments by other countries; these actions and any additional reactionary tariff adjustments by other countries may continue to contribute to inflationary cost increases.
Continued cost inflation, new or increased tariffs, or our failure to increase prices, generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows. Interruption of our supply chain could affect our ability to produce or deliver our products and could negatively impact our business and profitability.
We anticipate supply chain pressures and inflationary cost increases due to potential tariffs and pressure on global manufacturing to continue into 2026. Continued cost inflation, new or increased tariffs, or our failure to increase prices, generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In recent years, we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.
Interruption of our supply chain could affect our ability to produce or deliver our products and could negatively impact our business and profitability. In recent years, we have experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand for these materials.
We also implement operational initiatives to mitigate the impacts of inflation and reduce our costs. However, these actions may not be successful in managing our costs or increasing our productivity. We anticipate supply chain pressures and inflationary cost increases due to potential tariffs and pressure on global manufacturing to continue into 2025.
We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases. We also implement operational initiatives to mitigate the impacts of inflation and reduce our costs. However, these actions may not be successful in managing our costs or increasing our productivity.
Our net sales to our largest customer represented approximately 15% of our consolidated net sales in 2024. While we do not have any other customers that accounted for more than 10% of our consolidated net sales in 2024, we have other customers that are key to the success of our business.
While we do not have any other customers that accounted for more than 10% of our consolidated net sales in 2025, we have other customers that are key to the success of our business. Our concentration of sales to a relatively small number of larger customers makes our relationship with each of these customers important to our business.
We operate in many parts of 12 the world that are recognized as having governmental and commercial corruption and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.
We operate in many parts of the world that are recognized as having governmental and commercial corruption and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We cannot assure that our internal control policies and procedures will always protect us from negligent, reckless or criminal acts committed by our employees or third-party intermediaries.
Based on these findings, the EPA has implemented regulations that require reporting of GHG emissions, or that limit emissions of GHGs from certain mobile or stationary sources. In addition, the U.S.
Based on these findings, the EPA has implemented regulations that require reporting of GHG emissions, or that limit emissions of GHGs from certain mobile or stationary sources. In addition, certain states have already taken legal measures to reduce emissions of GHGs, primarily through the development of GHG inventories, GHG permitting and/or regional GHG cap-and-trade programs.
In 2024, we also began using 80/20 guiding principles, which focus on key customers and products through quadrant-based strategies, and we expect this analysis to result in actions to improve operating performance by reducing lower margin sales and removing complexity. As a result, it is possible our revenues could be reduced by exiting certain customers and products.
In 2025, we implemented 80/20 guiding principles, which focus on key customers and products through quadrant-based strategies, and we expect this approach to result in improved operating performance by driving margin growth with our highest value customers, reducing lower margin sales and removing complexity in the future.
Declines in fair market value could result in future goodwill and intangible asset impairment charges. 9 A loss of, or material cancellation, reduction, or delay in purchases by or delivery of products to, one or more of our largest customers could harm our business.
A loss of, or material cancellation, reduction, or delay in purchases by, or delivery of products to, one or more of our largest customers could harm our business. Our net sales to our largest customer represented approximately 18% of our consolidated net sales in 2025.
As of December 31, 2024, our goodwill and intangible assets were $4,320.4 million and represented approximately 67% of our total assets.
As of December 31, 2025, our goodwill and intangible assets were $4,611.4 million and represented approximately 67% of our total assets. A decline in fair market value could result in future goodwill and intangible asset impairment charges.
The cost of remediation and other environmental liabilities can be difficult to accurately predict and is typically excluded by insurance. In addition, environmental requirements change and tend to become more stringent over time. Our eventual environmental remediation costs and liabilities could exceed the amount of our current reserves.
In addition, environmental requirements change and tend to become more stringent over time. Our eventual environmental remediation costs and liabilities could exceed the amount of our current reserves. Our subsidiaries are party to asbestos-related litigation that could adversely affect our financial condition, results of operations and cash flows.
Customer purchasing behavior may also shift by product mix in the market or result in a shift to new distribution channels.
Customer purchasing behavior may also shift by product mix in the market or result in a shift to new distribution channels. Furthermore, new entrants into, or consolidation among competitors in, the markets we serve may result in new ways to bring products and services to market, which, in turn may negatively impact our profit margins.
We may be negatively impacted by litigation and other claims. We are currently, and may in the future become, subject to litigation and other claims.
Further, there is no guarantee that our training and enforcement of procedures governing the use of artificial intelligence will be adequate to safeguard against the unauthorized use of artificial intelligence tools or technology. We may be negatively impacted by litigation and other claims. We are currently, and may in the future become, subject to litigation and other claims.
Removed
We may not achieve some or all of the expected benefits of our business initiatives. During 2024 and 2023, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
Added
It may be difficult for us to integrate acquired businesses efficiently into our business operations or to realize expected financial benefits of acquired businesses.
Removed
We cannot assure that our internal control policies and procedures will always protect us from negligent, reckless or criminal acts committed by our employees or third-party intermediaries.
Added
Additionally, the U.S. government has announced enhanced focus on customs enforcement, including through the creation of a Trade Fraud Task Force, a cross-agency initiative of the U.S. Departments of Justice and Homeland Security to address trade fraud, tariff evasion and customs violations. This heightened enforcement paradigm, along with the recent U.S.
Removed
Congress and federal and state regulatory agencies have considered other legislation and regulatory proposals to reduce emissions of GHGs, and many states have already taken legal measures to reduce emissions of GHGs, primarily through the development of GHG inventories, GHG permitting and/or regional GHG cap-and-trade programs.
Added
Supreme Court decision to strike down certain tariffs imposed under the International Emergency Economic Powers Act, have created additional uncertainty as to the scale and short and long-term effect these tariffs will have.
Removed
Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.
Added
Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our results. Product and service quality issues could harm customer confidence in our company and our brands.
Added
If certain of our product and service offerings do not meet applicable safety standards or our customers’ expectations regarding quality, safety or performance, we could experience lost sales and increased costs and we could be exposed to legal, financial and reputational risks.
Added
In addition, a recall or claim could require us to review some or all of our product portfolio to assess whether similar issues are present in other products, which could result in a significant disruption to our business and our results of operations. We have experienced such quality issues in the past and may experience such issues in the future.
Added
We cannot be certain that our quality controls and procedures will reveal defects in our products or their raw materials, which may not become apparent until after the products have been placed in use in the market.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+0 added−1 removed8 unchanged
Biggest changeWe conduct cybersecurity audits and assessments on a regular basis and either our CIO/CISO or Chief Financial Officer report to the Audit and Finance Committee on a quarterly basis. Our cybersecurity team, which is responsible for assessing and managing our risks from cybersecurity threats, is led by the CIO/CISO, who reports to our Chief Financial Officer.
Biggest changeOur cybersecurity team, which is responsible for assessing and managing our risks from cybersecurity threats, is led by the CIO/CISO, who reports to our Chief Financial Officer. Effective March 1, 2026, the CIO/CISO will assume the role of Executive Vice President, CIO/CISO, reporting directly to our Chief Executive Officer.
“Risk Factors - Increased cybersecurity threats and computer crime pose a risk to our systems, networks, products and services, and we are exposed to potential regulatory, financial and reputational risks relating to the protection of our data” for a discussion of cybersecurity risks. 19
“Risk Factors - Increased cybersecurity threats and computer crime pose a risk to our systems, networks, products and services, and we are exposed to potential regulatory, financial and reputational risks relating to the protection of our data” for a discussion of cybersecurity risks. 21
Members of our cybersecurity team have broad experience in security functions in various industries. Our Chief Executive Officer, Chief Financial Officer and General Counsel each hold degrees in their respective fields, and each have over 25 years of experience managing risks at the Company and at similar companies, including risks arising from cybersecurity threats.
Members of our cybersecurity team have broad experience in security functions in various industries. Our Chief Executive Officer, Chief Financial Officer and General Counsel each hold degrees in their respective fields, and each have experience managing risks at the Company and at similar companies, including risks arising from cybersecurity threats.
The Audit and Finance Committee of the Board is responsible for overseeing our risk exposure to information security, cybersecurity and data protection, as well as the steps management has taken to monitor and control such exposures.
The Audit and Finance Committee of the Board is responsible for overseeing our risk exposure to information security, cybersecurity and data protection, as well as the steps management has taken to monitor and control such exposures. Our CIO/CISO reports to the Audit and Finance Committee on a quarterly basis on the status of the cybersecurity program.
We look to enhance our cybersecurity program with the results of the audits, assessments and reviews we perform. Governance The Board is responsible for general oversight of our risk management, including cybersecurity risk.
The results of the assessments are included for review by the Security Steering Committee and the Audit and Finance Committee of the Board. We look to enhance our cybersecurity program with the results of the audits, assessments and reviews we perform. Governance The Board is responsible for general oversight of our risk management, including cybersecurity risk.
We also provide periodic updates to employees on emerging cybersecurity trends and ways to protect themselves and our company. Security audits and assessments We perform periodic security audits and assessments to test our cybersecurity program. These efforts span across our cybersecurity program, including but not limited to audits, assessments, tabletop exercises, vulnerability scanning and penetration tests.
Security audits and assessments We perform periodic security audits and assessments to test our cybersecurity program. These efforts span across our cybersecurity program, including but not limited to audits, assessments, tabletop exercises, vulnerability scanning and penetration tests.
Third-party risk management We maintain a risk-based third-party risk management process designed to identify, assess and manage risks presented by service providers, vendors and other third parties that access our systems or that process or store our data.
Third-party risk management We maintain a risk-based third-party risk management process designed to identify, assess and manage risks presented by service providers, vendors and other third parties that access our systems or that process or store our data. 20 Security awareness and training We provide ongoing security awareness and training to educate internal users on how to identify and report potential issues.
Technical safeguards We deploy technical safeguards designed to protect our systems from cybersecurity threats, including firewalls, anti-malware software, and authentication and authorization controls.
Technical safeguards We deploy technical safeguards designed to protect our systems from cybersecurity threats, including firewalls, anti-malware software, and authentication and authorization controls. Ongoing enhancements are integrated into our security roadmap, as informed by our security audits and assessments.
Security awareness and training We provide ongoing security awareness and training to educate internal users on how to identify and report potential issues. Professional-level employees receive mandatory cybersecurity education and training. Employee phishing tests are conducted on a regular basis. Employees who do not follow protocol are redirected for additional training.
Professional-level employees receive mandatory cybersecurity education and training. Employee phishing tests are conducted on a regular basis. Employees who do not follow protocol are redirected for additional training. We also provide periodic updates to employees on emerging cybersecurity trends and ways to protect themselves and our company.
The CIO/CISO, the Security Steering Committee, our Chief Executive Officer and the Board are notified of any material cybersecurity incidents through an established escalation process.
Security and privacy incident response We maintain an incident response plan to identify, protect, detect, respond to, and recover from, cybersecurity threats and incidents. We test and evaluate our plans on a regular basis. The CIO/CISO, the Security Steering Committee, our Chief Executive Officer and the Board are notified of any material cybersecurity incidents through an established escalation process.
We regularly engage third parties to assess our cybersecurity program, including cybersecurity maturity assessments, penetration testing, and independent review of our security control environment and operating effectiveness. The results of the assessments are included for review by the Security Steering Committee and the Audit and Finance Committee of the Board.
We regularly engage third parties to assess our cybersecurity program, including cybersecurity maturity assessments, penetration testing and independent review of our security control environment and operating effectiveness. As part of our ongoing assessments, we also evaluate emerging cybersecurity threats to ensure our program remains adaptive and forward-looking.
Removed
Ongoing enhancements are integrated into our security roadmap, as informed by our security audits and assessments. 18 Security and privacy incident response We maintain an incident response plan to identify, protect, detect, respond to and recover from cybersecurity threats and incidents. We test and evaluate our plans on a regular basis.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeThe following is a summary of our principal properties as of December 31, 2024, including manufacturing, distribution, sales offices and service centers: No. of Sites Location Manufacturing Distribution Sales and Corporate Offices Service Centers Flow U.S. and 15 foreign countries 21 10 4 8 Water Solutions U.S. and 5 foreign countries 14 5 4 30 Pool U.S. and 2 foreign countries 6 15 4 2 Corporate U.S. and 3 foreign countries — — 6 — Total 41 30 18 40 We believe that our production sites, as well as the related machinery and equipment, are well maintained and suitable for their purpose and are adequate to support our businesses.
Biggest changeThe following is a summary of our principal properties as of December 31, 2025, including manufacturing, distribution, sales offices and service centers: No. of Sites Location Manufacturing Distribution Sales and Corporate Offices Service Centers Flow U.S. and 14 foreign countries 21 10 4 8 Water Solutions U.S. and 5 foreign countries 14 4 3 — Pool U.S. and 2 foreign countries 5 15 4 2 Corporate U.S. and 2 foreign countries — — 3 — Total 40 29 14 10 We believe that our production sites, as well as the related machinery and equipment, are well maintained and suitable for their purpose and are adequate to support our businesses.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

10 edited+3 added−2 removed0 unchanged
Biggest changeRobert P. Fishman 61 Executive Vice President, Chief Financial Officer and Chief Accounting Officer since 2020; Executive Vice President and Chief Financial Officer of NCR Corporation (a global provider of omni-channel technology solutions) 2016 – 2018; Senior Vice President and Chief Financial Officer of NCR Corporation 2010 – 2016; Vice President and Corporate Controller of NCR Corporation 2007 – 2009.
Biggest changeExecutive Vice President and Chief Financial Officer of NCR Corporation (a global provider of omni-channel technology solutions) 2016 – 2018; Senior Vice President and Chief Financial Officer of NCR Corporation 2010 – 2016; Vice President and Corporate Controller of NCR Corporation 2007 – 2009. Tanya L.
Chiu 46 Executive Vice President and President of the Water Solutions reportable segment since 2023; Executive Vice President, Chief Human Resources Officer and Chief Transformation Officer 2021 – 2022; Vice President of Total Rewards and Human Resources Information Systems 2018 – 2021; Vice President and Project Management Office Leader for the separation of nVent plc (Pentair’s former electrical business) 2017 – 2018; Vice President of Human Resources Technology, Operations, and Equity Compensation 2016 – 2018; Senior Director of Human Resources Technology and Services 2011 – 2016; Various consulting positions of increasing responsibility at IBM Global Business Services 2000 – 2011.
Chiu 47 Executive Vice President and President of the Water Solutions reportable segment since 2023; Executive Vice President, Chief Human Resources Officer and Chief Transformation Officer 2021 – 2022; Vice President of Total Rewards and Human Resources Information Systems 2018 – 2021; Vice President and Project Management Office Leader for the separation of nVent plc (Pentair’s former electrical business) 2017 – 2018; Vice President of Human Resources Technology, Operations, and Equity Compensation 2016 – 2018; Senior Director of Human Resources Technology and Services 2011 – 2016; Various consulting positions of increasing responsibility at IBM Global Business Services 2000 – 2011.
Pedretti 54 Executive Vice President and Chief Executive Officer of the Pool reportable segment since 2023; Executive Vice President and President of the Flow reportable segment 2020 – 2022; Senior Vice President of Pentair’s former Aquatic Systems reportable segment 2016 – 2019; Vice President of Pentair’s former Valves & Controls business 2014 – 2016; Vice President Growth Strategy 2010 – 2014; Various business leadership positions of Pentair 2005 – 2014; Consultant at Bain & Co 2002 – 2005.
Pedretti 55 Executive Vice President and Chief Executive Officer of the Pool reportable segment since 2023; Executive Vice President and President of the Flow reportable segment 2020 – 2022; Senior Vice President of Pentair’s former Aquatic Systems reportable segment 2016 – 2019; Vice President of Pentair’s former Valves & Controls business 2014 – 2016; Vice President Growth Strategy 2010 – 2014; Various business leadership positions of Pentair 2005 – 2014; Consultant at Bain & Co 2002 – 2005.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Current executive officers of Pentair plc, their ages, current position and their business experience during at least the past five years are as follows: Name Age Current Position and Business Experience John L.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 22 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Current executive officers of Pentair plc, their ages, current position and their business experience during at least the past five years are as follows: Name Age Current Position and Business Experience John L.
Stauch 60 President and Chief Executive Officer since 2018; Executive Vice President and Chief Financial Officer 2007 – 2018; Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. 2005 – 2007; Vice President, Finance and Chief Financial Officer of the Sensing and Controls unit of Honeywell International Inc. 2004 – 2005; Vice President, Finance and Chief Financial Officer of the Automation & Control Products unit of Honeywell International Inc. 2002 – 2004; Chief Financial Officer and IT Director of PerkinElmer Optoelectronics, a unit of PerkinElmer, Inc., 2000 – 2002.
Stauch 61 President and Chief Executive Officer since 2018; Executive Vice President and Chief Financial Officer 2007 – 2018; Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. 2005 – 2007; Vice President, Finance and Chief Financial Officer of the Sensing and Controls unit of Honeywell International Inc. 2004 – 2005; Vice President, Finance and Chief Financial Officer of the Automation & Control Products unit of Honeywell International Inc. 2002 – 2004; Chief Financial Officer and IT Director of PerkinElmer Optoelectronics, a unit of PerkinElmer, Inc., 2000 – 2002.
Hooper 52 Executive Vice President and Chief Human Resources Officer since 2023; Vice President of Global Talent and Corporate Human Resources of Honeywell International Inc. 2021 – 2022; Vice President and Chief Human Resources Officer of Collins Aerospace 2019 – 2021; Vice President of Talent of Collins Aerospace 2018 – 2019; Vice President of Human Resources of Collins Aerospace 2016 – 2018; Various positions of increasing responsibility at Shell 2000 – 2016.
Hooper 53 Executive Vice President and Chief Human Resources Officer since 2023; Vice President of Global Talent and Corporate Human Resources of Honeywell International Inc. 2021 – 2022; Vice President and Chief Human Resources Officer of Collins Aerospace 2019 – 2021; Vice President of Talent of Collins Aerospace 2018 – 2019; Vice President of Human Resources of Collins Aerospace 2016 – 2018; Various positions of increasing responsibility at Shell 2000 – 2016.
Wiggins 50 Executive Vice President and President of the Flow reportable segment since 2023; Group President of Pentair’s Pool business 2021 – 2022; Vice President of Pentair’s Pool business 2017 – 2021; Vice President and Strategic Business Unit leader for Pentair’s Fluid Motion platform 2016 – 2017; Various other business leadership positions of Pentair 2010 – 2016. 21 PART II
Wiggins 51 Executive Vice President and President of the Flow reportable segment since 2023; Group President of Pentair’s Pool business 2021 – 2022; Vice President of Pentair’s Pool business 2017 – 2021; Vice President and Strategic Business Unit leader for Pentair’s Fluid Motion platform 2016 – 2017; Various other business leadership positions of Pentair 2010 – 2016. 23 PART II
(a manufacturer of personal protection equipment and footwear) 2017 – 2020; Vice President and General Manager of Pentair’s former Enclosure Division 2015 – 2017; Vice President of Pentair’s Global Operations and Supply Chain 2014 – 2016; Vice President, Global Supply of Pentair 2009 – 2012; Various other business leadership positions of Pentair 2002 – 2009. Karla C.
(a manufacturer of personal protection equipment and footwear) 2017 – 2020; Vice President and General Manager of Pentair’s former Enclosure Division 2015 – 2017; Vice President of Pentair’s Global Operations and Supply Chain 2014 – 2016; Vice President, Global Supply of Pentair 2009 – 2012; Various other business leadership positions of Pentair 2002 – 2009. Philip M.
Rolchigo 63 Executive Vice President and Chief Technology Officer since 2018; Chief Technology Officer 2017 – 2018; Vice President of Technology 2015 – 2017; Vice President of Engineering 2007 – 2015; Business Development Director of Water Technologies business of GE Global Research Center 2006 – 2007; Director of Technology of GE Water & Process Technologies 2003 – 2006; Chief Technology Officer of Osmonics 2000 – 2003; Vice President of Research & Development of Osmonics 1998 – 2000.
Rolchigo 64 Executive Vice President and Chief Technology Officer since 2018 and elected to resign effective as of March 1, 2026; Chief Technology Officer 2017 – 2018; Vice President of Technology 2015 – 2017; Vice President of Engineering 2007 – 2015; Business Development Director of Water Technologies business of GE Global Research Center 2006 – 2007; Director of Technology of GE Water & Process Technologies 2003 – 2006; Chief Technology Officer of Osmonics 2000 – 2003; Vice President of Research & Development of Osmonics 1998 – 2000.
Stephen J. Pilla 61 Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer since 2023; Executive Vice President and Chief Supply Chain Officer 2020 – 2022; Vice President and Chief Supply Chain Officer of Red Wing Shoe Co.
Stephen J. Pilla 62 Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer since 2023 and elected to resign effective as of March 1, 2026; Executive Vice President and Chief Supply Chain Officer 2020 – 2022; Vice President and Chief Supply Chain Officer of Red Wing Shoe Co.
Removed
Robertson 54 Executive Vice President, Chief Sustainability Officer, General Counsel and Secretary since 2020; Executive Vice President, General Counsel and Secretary 2018 – 2020; General Counsel, Water segment 2017 – 2018; Executive Vice President, General Counsel and Corporate Secretary of SUPERVALU Inc.
Added
Lance T. Bonner 37 Executive Vice President, General Counsel and Secretary since August 11, 2025; Associate General Counsel, Corporate and Assistant Secretary of Inspire Medical Systems, Inc.
Removed
(a wholesaler and retailer of grocery products) 2013 – 2017; Vice President, Employment, Compensation and Benefits Law of SUPERVALU Inc. 2012 – 2013; Director, Employment Law of SUPERVALU Inc. 2011 – 2012; Senior Counsel, Employment Law of SUPERVALU Inc. 2009 – 2011; Senior Employee Relations Counsel of Target Corporation 2006 – 2008; Associate, Faegre & Benson LLP 2000 – 2005; Judicial Clerk, United States District Court for the Southern District of Iowa 1998 – 2000.
Added
(a medical technology company) 2024 – 2025; Associate General Counsel, M&A and Securities of Pentair 2020 – 2024; Associate, Faegre Drinker Biddle & Reath 2017 – 2020; Associate, Lindquist & Vennum (now Ballard Spahr) 2014 – 2017; Judicial Clerk, Minnesota Court of Appeals 2013 – 2014. Adrian C.
Added
Robert P. Fishman 62 Executive Vice President and Chief Financial Officer since May 12, 2025 and elected to resign effective as of March 1, 2026; Executive Vice President, Chief Financial Officer and Chief Accounting Officer 2020 – 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−0 removed5 unchanged
Biggest changeOn the basis of our size and diversity of businesses, we believe the S&P 500 Industrials Index is an appropriate published industry index for comparison purposes. 22 Base Period December INDEXED RETURNS Years ended December 31 Company / Index 2019 2020 2021 2022 2023 2024 Pentair plc $ 100 $ 117.89 $ 164.15 $ 102.80 $ 168.75 $ 236.25 S&P 500 Index 100 118.40 152.39 124.79 157.59 197.02 S&P 500 Industrials Index 100 123.17 157.53 126.96 165.61 207.55 Purchases of Equity Securities The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of 2024: (a) (b) (c) (d) Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Dollar value of shares that may yet be purchased under the plans or programs October 1 – October 26 229 $ 95.00 — $ 500,002,264 October 27 – November 23 1,086 99.06 — 500,002,264 November 24 – December 31 473,457 106.05 471,493 450,002,346 Total 474,772 471,493 (a) The purchases in this column include 229 shares for the period October 1 – October 26, 1,086 shares for the period October 27 – November 23, and 1,964 shares for the period November 24 – December 31 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.
Biggest changeOn the basis of our size and diversity of businesses, we believe the S&P 500 Industrials Index is an appropriate published industry index for comparison purposes. 24 Base Period December INDEXED RETURNS Years ended December 31 Company / Index 2020 2021 2022 2023 2024 2025 Pentair plc $ 100 $ 139.24 $ 87.20 $ 143.15 $ 200.41 $ 209.48 S&P 500 Index 100 128.71 105.40 133.10 166.40 196.16 S&P 500 Industrials Index 100 127.89 103.08 134.45 168.50 200.35 Purchases of Equity Securities The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of 2025: (a) (b) (c) (d) Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Dollar value of shares that may yet be purchased under the plans or programs October 1 – October 25 821 $ 111.83 — $ 275,002,489 October 26 – November 22 370,672 105.96 369,929 235,804,843 November 23 – December 31 106,831 105.44 102,433 1,000,000,000 Total 478,324 472,362 (a) The purchases in this column include 821 shares for the period October 1 – October 25, 743 shares for the period October 26 – November 22, and 4,398 shares for the period November 23 – December 31 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PNR.” As of December 31, 2024, there were 11,731 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PNR.” As of December 31, 2025, there were 11,149 shareholders of record.
The following graph sets forth the cumulative total shareholder return on our ordinary shares for the last five years, assuming the investment of $100 on December 31, 2019 and the reinvestment of all dividends since that date to December 31, 2024.
The following graph sets forth the cumulative total shareholder return on our ordinary shares for the last five years, assuming the investment of $100 on December 31, 2020 and the reinvestment of all dividends since that date to December 31, 2025.
From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization. ITEM 6. [RESERVED] 23
From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under the 2025 Authorization. ITEM 6. [RESERVED] 25
This dividend reflects a 9 percent increase in the Company’s regular cash dividend rate and marks the 49 th consecutive year that Pentair has increased its dividend.
This dividend reflects an 8 percent increase in the Company’s regular cash dividend rate and marks the 50 th consecutive year that Pentair has increased its dividend.
Pentair has paid 196 consecutive quarterly cash dividends, including most recently a dividend of $0.23 per share in the fourth quarter of 2024.
Pentair has paid 200 consecutive quarterly cash dividends, including most recently a dividend of $0.25 per share in the fourth quarter of 2025.
On December 16, 2024, Pentair’s Board of Directors approved a regular quarterly cash dividend of $0.25 per share that was paid on February 7, 2025 to shareholders of record at the close of business on January 24, 2025.
On December 15, 2025, Pentair’s Board of Directors approved a regular quarterly cash dividend of $0.27 per share that was paid on February 6, 2026 to shareholders of record at the close of business on January 23, 2026.
(d) In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million. This authorization expires on December 31, 2025. As of December 31, 2024, we had $450.0 million remaining availability for repurchases under this authorization.
In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion (the “2025 Authorization”). The 2025 Authorization supplemented the 2020 Authorization and expires on December 31, 2028. As of December 31, 2025, we had $1.0 billion available for share repurchases under the 2025 Authorization.
Added
(d) In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (“the 2020 Authorization”). The 2020 Authorization expired on December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

87 edited+17 added−19 removed49 unchanged
Biggest changeFlow The net sales and segment income for Flow were as follows: Years ended December 31 % / point change In millions 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net sales $ 1,514.0 $ 1,582.1 $ 1,500.8 (4.3) % 5.4 % Segment income 318.1 282.3 242.3 12.7 % 16.5 % % of net sales 21.0 % 17.8 % 16.1 % 3.2 pts 1.7 pts Net sales The components of the change in Flow net sales were as follows: 2024 vs 2023 2023 vs 2022 Volume (6.0) % (2.0) % Price 1.7 7.1 Core growth (4.3) 5.1 Currency — 0.3 Total (4.3) % 5.4 % The 4.3 percent decrease in net sales for Flow in 2024 from 2023 was primarily the result of: • decreased sales volume in our residential flow and industrial solutions businesses compared to the prior year.
Biggest changeSegment 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. 29 Flow The net sales and segment income for Flow were as follows: Years ended December 31 % / point change In millions 2025 2024 2023 2025 vs 2024 2024 vs 2023 Net sales $ 1,553.6 $ 1,514.0 $ 1,582.1 2.6 % (4.3) % Segment income 362.1 318.1 282.3 13.8 % 12.7 % % of net sales 23.3 % 21.0 % 17.8 % 2.3 pts 3.2 pts Net sales The components of the change in Flow net sales were as follows: 2025 vs 2024 2024 vs 2023 Volume (2.4) % (6.0) % Price 3.2 1.7 Core growth 0.8 (4.3) Acquisition/Divestiture 0.7 — Currency 1.1 — Total 2.6 % (4.3) % The 2.6 percent increase in net sales for Flow in 2025 from 2024 was primarily the result of: • increased selling prices to mitigate inflationary cost increases; • favorable foreign currency effects compared to the prior year; and • increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025.
Investing activities Net cash used for investing activities in 2024 primarily reflects net cash paid of $108.0 million for the acquisition of G & F Manufacturing, capital expenditures of $74.4 million and cash paid upon the settlement of net investment hedges of $5.8 million.
Net cash used for investing activities in 2024 primarily reflects net cash paid of $108.0 million for the acquisition of G & F Manufacturing, capital expenditures of $74.4 million and cash paid upon the settlement of net investment hedges of $5.8 million.
Financing activities In 2024, net cash used for financing activities primarily relates to the repayment of $200.0 million of term loans under the Senior Credit Facility (as defined below), $162.5 million of principal payments on the Term Loan Facility (as defined below), dividend payments of $152.3 million and share repurchases of $150.0 million.
In 2024, net cash used for financing activities primarily relates to the repayment of $200.0 million of term loans under the Senior Credit Facility (as defined below), $162.5 million of principal payments on the Term Loan Facility (as defined below), dividend payments of $152.3 million and share repurchases of $150.0 million.
These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate.
These judgments are based on our historical experience, the terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate.
We have not experienced significant unfavorable trends in either the severity or frequency of product liability lawsuits or personal injury claims. 35 Stand-by letters of credit, bank guarantees and bonds In certain situations, Tyco International Ltd., Pentair Ltd.’s former parent company (“Tyco”), guaranteed performance by the flow control business of Pentair Ltd.
We have not experienced significant unfavorable trends in either the severity or frequency of product liability lawsuits or personal injury claims. Stand-by letters of credit, bank guarantees and bonds In certain situations, Tyco International Ltd., Pentair Ltd.’s former parent company (“Tyco”), guaranteed performance by the flow control business of Pentair Ltd.
NEW ACCOUNTING STANDARDS See ITEM 8, Note 1 of the Notes to Consolidated Financial Statements, included in this Form 10-K, for information pertaining to accounting standards recently adopted or to be adopted in the future. CRITICAL ACCOUNTING POLICIES We have adopted various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP.
NEW ACCOUNTING STANDARDS See ITEM 8, Note 1 of the Notes to Consolidated Financial Statements, included in this Form 10-K, for information pertaining to accounting standards recently adopted or to be adopted in the future. 37 CRITICAL ACCOUNTING POLICIES We have adopted various accounting policies to prepare the consolidated financial statements in accordance with U.S. GAAP.
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.
The Term Loan Facility has a 34 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.
We also consider the extent to which each of the adverse events and circumstances identified affect the comparison of the respective reporting unit’s fair value with its carrying amount. We place more weight on the events and circumstances that most affect the respective reporting unit’s 36 fair value or the carrying amount of its net assets.
We also consider the extent to which each of the adverse events and circumstances identified affect the comparison of the respective reporting unit’s fair value with its carrying amount. We place more weight on the events and circumstances that most affect the respective reporting unit’s fair value or the carrying amount of its net assets.
COMMITMENTS AND CONTINGENCIES We have been, and in the future may be, made parties to a number of actions filed or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those relating to commercial, regulatory or contractual disputes with suppliers, authorities, customers or parties to acquisitions and divestitures, intellectual property matters, environmental, asbestos, safety and health matters, product liability, the use or installation of our products, consumer matters, and employment and labor matters.
COMMITMENTS AND CONTINGENCIES We have been, and in the future may be, made parties to a number of actions filed or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those relating to commercial, regulatory or contractual disputes with suppliers, authorities, customers or parties to acquisitions and divestitures; intellectual property matters; environmental, asbestos, safety and health matters; product liability; matters arising from the use or installation of our products; consumer matters; and employment and labor matters.
In the second half of 2024, we funded our operations using our strong cash flow and revolving credit facility. 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.
In the second half of 2025, we funded our operations using our strong cash flow and revolving credit facility. 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.
However, we may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist. During 2024, a qualitative assessment was performed. As a result, it was determined that it was more likely than not that the fair value of the reporting units exceeded their respective carrying values.
However, we may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist. During 2025 and 2024, a qualitative assessment was performed. As a result, it was determined that it was more likely than not that the fair value of the reporting units exceeded their respective carrying values.
The following table presents summarized financial information as of 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 guarantors and issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-Guarantor or issuer.
The following table presents summarized financial information as of 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 issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-Guarantor or issuer.
Key trends and uncertainties regarding our existing business The following trends and uncertainties affected our financial performance in 2024, 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.
Key trends and uncertainties regarding our existing business The following trends and uncertainties affected our financial performance in 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.
We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline. In 2025, our operating objectives focus on delivering our core and building our future.
We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline. In 2026, our operating objectives focus on delivering our core and building our future.
If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. 38
If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. 40
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 $300.0 million, subject to customary conditions, including the commitment of the participating lenders.
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.
The discount rate was determined by matching our expected benefit payments to payments from a stream of bonds rated AA or higher available in the marketplace. There are no known or anticipated changes in our discount rate assumptions that will impact our pension expense in 2025.
The discount rate was determined by matching our expected benefit payments to payments from a stream of bonds rated AA or higher available in the marketplace. There are no known or anticipated changes in our discount rate assumptions that will impact our pension expense in 2026.
Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2024 and drew on our revolving credit facility to fund our operations. This cash usage reversed in the second quarter of 2024 as the seasonality of our businesses peaked and generated significant cash to fund our operations.
Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2025 and drew on our revolving credit facility to fund our operations. This cash usage reversed in the second quarter of 2025 as the seasonality of our businesses peaked and generated significant cash to fund our operations.
During 2024, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, strategic sourcing, operations excellence and organizational effectiveness.
During 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.
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 December 31, 2024, the remaining obligation of $825.0 million matures on July 28, 2027.
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 December 31, 2025, the remaining obligation of $575.0 million matures on July 28, 2027.
Distributable reserves may be created through the earnings of the Irish parent company and through a reduction in share capital approved by the Irish High Court. Distributable reserves are not linked to a U.S. GAAP reported amount (e.g., retained earnings). Our distributable reserve balance was $6.8 billion and $6.9 billion as of December 31, 2024 and 2023, respectively.
Distributable reserves may be created through the earnings of the Irish parent company and through a reduction in share capital approved by the Irish High Court. Distributable reserves are not linked to a U.S. GAAP reported amount (e.g., retained earnings). Our distributable reserve balance was $6.4 billion and $6.8 billion as of December 31, 2025 and 2024, respectively.
We record penalties and interest related to unrecognized tax benefits in Provision (benefit) for income taxes and Net interest expense , respectively, which is consistent with our past practices. As of December 31, 2024, we had recorded $3.9 million related to the possible payment of interest and recorded no liabilities for the possible payment of penalties.
We record penalties and interest related to unrecognized tax benefits in Provision (benefit) for income taxes and Net interest expense , respectively, which is consistent with our past practices. As of December 31, 2025, we had recorded $3.5 million related to the possible payment of interest and recorded no liabilities for the possible payment of penalties.
Pillar Two has negatively impacted our effective tax rate in 2024 and is likely to continue to impact our effective tax rate in the future.
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.
We expect these actions to continue into 2025 and to drive margin growth. 24 • During 2024, 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.
We expect these actions to continue into 2026 and to drive margin expansion. • During 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.
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.
The net purchase price was comprised of an upfront cash payment of $108.0 million, and the estimated fair value at the acquisition date of 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.
Refer to ITEM 8, Note 9 of the Notes to Consolidated Financial Statements for additional information regarding our interest rate swaps and collars. The total gross liability for uncertain tax positions at December 31, 2024 was estimated to be $6.0 million.
Refer to ITEM 8, Note 9 of the Notes to Consolidated Financial Statements for additional information regarding our interest rate swaps and collars. 36 The total gross liability for uncertain tax positions at December 31, 2025 was estimated to be $6.7 million.
Factors considered in the analysis included the 2023 discounted cash flow fair value assessment of the reporting units and the calculated excess fair value over carrying amount, financial performance, forecasts and trends, market capitalization, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.
Therefore, a quantitative assessment was not required. Factors considered in the analysis included the 2023 discounted cash flow fair value assessment of the reporting units and the calculated excess fair value over carrying amount, financial performance, forecasts and trends, market capitalization, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.
As events change or resolution occurs, these liabilities are adjusted, such as in the case of audit settlements with taxing authorities. The ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities.
These tax liabilities are reflected net of related tax loss carryforwards. As events change or resolution occurs, these liabilities are adjusted, such as in the case of audit settlements with taxing authorities. The ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities.
In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs. As of December 31, 2024 and 2023, the outstanding value of bonds, letters of credit and bank guarantees totaled $102.1 million and $124.3 million, respectively.
In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs. As of December 31, 2025 and 2024, the outstanding value of bonds, letters of credit and bank guarantees totaled $115.0 million and $102.1 million, respectively.
As of December 31, 2024, we had $89.5 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences. 33 Authorized shares Our authorized share capital consists of 426.0 million ordinary shares with a par value of $0.01 per share.
As of December 31, 2025, we had $75.4 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences. Authorized shares Our authorized share capital consists of 426.0 million ordinary shares with a par value of $0.01 per share.
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 Senior Credit Facility has a maturity date of May 5, 2030. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin.
Summary of Cash Flows Years ended December 31 In millions 2024 2023 2022 Cash provided by (used for): Operating activities of continuing operations $ 766.9 $ 620.8 $ 364.3 Investing activities (187.6) (85.4) (1,582.8) Financing activities (636.7) (468.1) 1,232.7 Operating activities In 2024, net cash provided by operating activities of continuing operations primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization and asset impairment, of $757.8 million.
Summary of Cash Flows Years ended December 31 In millions 2025 2024 2023 Cash provided by (used for): Operating activities of continuing operations $ 814.8 $ 766.9 $ 620.8 Investing activities (404.5) (187.6) (85.4) Financing activities (402.5) (636.7) (468.1) Operating activities In 2025, net cash provided by operating activities of continuing operations primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization and asset impairment, of $816.3 million. 33 In 2024, net cash provided by operating activities of continuing operations primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization and asset impairment, of $757.8 million.
This decrease was partially offset by: • increased selling prices to mitigate inflationary cost increases. 29 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: 2024 2023 Volume/Price/Acquisition/Divestiture 1.3 pts 7.8 pts Currency 0.1 (0.5) Inflation (2.5) (4.7) Productivity 2.7 3.3 Total 1.6 pts 5.9 pts The 1.6 percentage point increase in segment income for Water Solutions as a percentage of net sales in 2024 from 2023 was primarily the result of: • increased productivity mainly driven by transformation initiatives; and • increased selling prices to mitigate impacts of inflation.
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: 2025 2024 Volume/Price/Acquisition/Divestiture 2.6 pts 1.3 pts Currency (0.4) 0.1 Inflation (3.4) (2.5) Productivity 2.5 2.7 Total 1.3 pts 1.6 pts The 1.3 percentage point increase in segment income for Water Solutions as a percentage of net sales in 2025 from 2024 was primarily the result of: • increased selling prices to mitigate impacts of inflation; and • increased productivity, mainly driven by transformation initiatives.
The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating. As of December 31, 2024, total availability under the Senior Credit Facility was $890.5 million.
The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating. As of December 31, 2025, total availability under the Senior Credit Facility was $622.3 million.
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.
In December 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.
We expect to execute these objectives by: • Delivering profitable revenue growth and productivity for customers and shareholders; • Continuing to focus on capital allocation through: ◦ Committing to maintain our investment grade rating; ◦ Focusing on reducing our long-term debt; ◦ Returning cash to shareholders through dividends and share repurchases; and ◦ Accelerating our performance with strategically-aligned mergers and acquisitions; • 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; and • Building a high performance growth culture and delivering on our commitments while living our Win Right values. 25 CONSOLIDATED RESULTS OF OPERATIONS The consolidated results of operations were as follows: Years ended December 31 % / point change In millions 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net sales $ 4,082.8 $ 4,104.5 $ 4,121.8 (0.5) % (0.4) % Cost of goods sold 2,484.0 2,585.3 2,757.2 (3.9) % (6.2) % Gross profit 1,598.8 1,519.2 1,364.6 5.2 % 11.3 % % of net sales 39.2 % 37.0 % 33.1 % 2.2 pts 3.9 pts Selling, general and administrative 701.4 680.2 677.1 3.1 % 0.5 % % of net sales 17.2 % 16.6 % 16.4 % 0.6 pts 0.2 pts Research and development 93.6 99.8 92.2 (6.2) % 8.2 % % of net sales 2.3 % 2.4 % 2.2 % (0.1) pts 0.2 pts Operating income 803.8 739.2 595.3 8.7 % 24.2 % % of net sales 19.7 % 18.0 % 14.4 % 1.7 pts 3.6 pts Net interest expense 88.6 118.3 61.8 (25.1) % 91.4 % Other (income) expense (3.7) 2.0 (17.1) N.M.
We expect to execute these objectives by: • Delivering profitable revenue growth and productivity for customers and shareholders; • Continuing to focus on capital allocation through: ◦ Committing to maintain our investment grade rating; ◦ Focusing on reducing our long-term debt; ◦ Returning cash to shareholders through dividends and share repurchases; and ◦ Accelerating our performance with strategically aligned mergers and acquisitions; • Focusing growth initiatives that accelerate our investments in digital, innovation, technology and sustainability; • Continuing to implement our Transformation Program initiatives to drive operational excellence, reduce complexity and improve our organizational structure, which includes a continued focus on 80/20 guiding principles to drive profitable growth; and • Building a high-performance growth culture and delivering on our commitments while living our Win Right values. 27 CONSOLIDATED RESULTS OF OPERATIONS The consolidated results of operations were as follows: Years ended December 31 % / point change In millions 2025 2024 2023 2025 vs 2024 2024 vs 2023 Net sales $ 4,176.0 $ 4,082.8 $ 4,104.5 2.3 % (0.5) % Cost of goods sold 2,485.7 2,484.0 2,585.3 0.1 % (3.9) % Gross profit 1,690.3 1,598.8 1,519.2 5.7 % 5.2 % % of net sales 40.5 % 39.2 % 37.0 % 1.3 pts 2.2 pts Selling, general and administrative 736.9 701.4 680.2 5.1 % 3.1 % % of net sales 17.6 % 17.2 % 16.6 % 0.4 pts 0.6 pts Research and development 95.9 93.6 99.8 2.5 % (6.2) % % of net sales 2.3 % 2.3 % 2.4 % — pts (0.1) pts Operating income 857.5 803.8 739.2 6.7 % 8.7 % % of net sales 20.5 % 19.7 % 18.0 % 0.8 pts 1.7 pts Loss on sale of business 26.3 — — N.M.
For the year ended December 31, 2024, the Flow, Water Solutions and Pool reportable segments represented approximately 37%, 28% and 35% of total consolidated net sales, respectively.
For the year ended December 31, 2025, the Flow, Water Solutions and Pool reportable segments represented approximately 37%, 25% and 38% of total consolidated net sales, respectively.
None of the subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer is under any direct obligation to pay or otherwise fund amounts due on the senior notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
The Subsidiary Issuer’s principal source of cash flow is interest income from its subsidiaries. None of the subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer is under any direct obligation to pay or otherwise fund amounts due on the senior notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
Pool The net sales and segment income for Pool were as follows: Years ended December 31 % / point change In millions 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net sales $ 1,436.1 $ 1,343.6 $ 1,632.7 6.9 % (17.7) % Segment income 476.5 417.0 462.1 14.3 % (9.8) % % of net sales 33.2 % 31.0 % 28.3 % 2.2 pts 2.7 pts Net sales The components of the change in Pool net sales were as follows: 2024 vs 2023 2023 vs 2022 Volume 4.1 % (25.2) % Price 2.9 7.6 Core growth 7.0 (17.6) Acquisition/Divestiture (0.2) — Currency 0.1 (0.1) Total 6.9 % (17.7) % The 6.9 percent increase in net sales for Pool in 2024 from 2023 was primarily the result of: • increased sales volume due to higher demand compared to the prior year; • increased selling prices to mitigate inflationary cost increases; and • increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024.
This increase was partially offset by: • inflationary cost increases, including higher tariffs and certain raw materials; and • unfavorable foreign currency effects compared to the prior year. 31 Pool The net sales and segment income for Pool were as follows: Years ended December 31 % / point change In millions 2025 2024 2023 2025 vs 2024 2024 vs 2023 Net sales $ 1,558.8 $ 1,436.1 $ 1,343.6 8.5 % 6.9 % Segment income 527.1 476.5 417.0 10.6 % 14.3 % % of net sales 33.8 % 33.2 % 31.0 % 0.6 pts 2.2 pts Net sales The components of the change in Pool net sales were as follows: 2025 vs 2024 2024 vs 2023 Volume 1.4 % 4.1 % Price 5.1 2.9 Core growth 6.5 7.0 Acquisition/Divestiture 2.0 (0.2) Currency — 0.1 Total 8.5 % 6.9 % The 8.5 percent increase in net sales for Pool in 2025 from 2024 was primarily the result of: • increased selling prices to mitigate inflationary cost increases; • increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024; and • increased sales volume due to higher demand compared to the prior year.
This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. Mark-to-market adjustments resulted in pre-tax gains of $5.3 million and $17.5 million in 2024 and 2022, respectively, and a pre-tax loss of $6.1 million in 2023.
This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. Mark-to-market adjustments resulted in pre-tax losses of $2.4 million and $6.1 million in 2025 and 2023, respectively, and a pre-tax gain of $5.3 million in 2024.
This increase was partially offset by: • a product line exit that occurred in 2024. 30 Segment income The components of the change in Pool segment income as a percentage of net sales from the prior period were as follows: 2024 2023 Volume/Price/Acquisition/Divestiture 2.2 pts 5.3 pts Inflation (1.7) (2.9) Productivity 1.7 0.3 Total 2.2 pts 2.7 pts The 2.2 percentage point increase in segment income for Pool as a percentage of net sales in 2024 from 2023 was primarily the result of: • increased selling prices to mitigate impacts of inflation; and • increased productivity driven by transformation initiatives.
Segment income The components of the change in Pool segment income as a percentage of net sales from the prior period were as follows: 2025 2024 Volume/Price/Acquisition/Divestiture 3.8 pts 2.2 pts Currency 0.1 — Inflation (3.9) (1.7) Productivity 0.6 1.7 Total 0.6 pts 2.2 pts The 0.6 percentage point increase in segment income for Pool as a percentage of net sales in 2025 from 2024 was primarily the result of: • increased selling prices to mitigate impacts of inflation; and • increased productivity, mainly driven by transformation initiatives.
Our measure of free cash flow may not be comparable to similarly titled measures reported by other companies. 32 The following table is a reconciliation of free cash flow: Years ended December 31 In millions 2024 2023 2022 Net cash provided by operating activities of continuing operations $ 766.9 $ 620.8 $ 364.3 Capital expenditures of continuing operations (74.4) (76.0) (85.2) Proceeds from sale of property and equipment of continuing operations 0.6 5.6 4.1 Free cash flow from continuing operations $ 693.1 $ 550.4 $ 283.2 Net cash used for operating activities of discontinued operations (0.2) (1.6) (1.0) Free cash flow $ 692.9 $ 548.8 $ 282.2 Debt and Capital Pentair, Pentair Finance S.à r.l (“PFSA“) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, providing for a $900.0 million senior unsecured revolving credit facility.
The following table is a reconciliation of free cash flow: Years ended December 31 In millions 2025 2024 2023 Net cash provided by operating activities of continuing operations $ 814.8 $ 766.9 $ 620.8 Capital expenditures of continuing operations (68.8) (74.4) (76.0) Proceeds from sale of property and equipment of continuing operations 2.4 0.6 5.6 Free cash flow from continuing operations $ 748.4 $ 693.1 $ 550.4 Net cash used for operating activities of discontinued operations — (0.2) (1.6) Free cash flow $ 748.4 $ 692.9 $ 548.8 Debt and Capital Pentair, Pentair Finance S.à r.l (“PFSA“) and Pentair, Inc. 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.
This increase was partially offset by: • inflationary cost increases related to labor costs and certain raw materials; and • asset impairment and write-offs of $11.3 million recorded in 2024, compared to $7.0 million recorded in 2023.
This increase was partially offset by: • inflationary cost increases, including higher tariffs, certain raw materials and labor costs; and • asset impairment and write-offs of $17.1 million recorded in 2025, compared to $11.3 million recorded in 2024.
In addition to the Senior Credit Facility and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $20.8 million, of which there were no outstanding borrowings at December 31, 2024. Borrowings under these credit facilities bear interest at variable rates. We have $19.3 million of senior notes maturing in the next twelve months.
In addition to the Senior Credit Facility and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $21.0 million, of which there were no outstanding borrowings at December 31, 2025. Borrowings under these credit facilities bear interest at variable rates.
The following summarizes our material cash requirements from significant contractual obligations and purchase commitments that impact our liquidity as of December 31, 2024: In millions Next Twelve Months Greater Than Twelve Months Total Debt obligations (Note 8) $ 28.6 $ 1,634.5 $ 1,663.1 Interest obligations on fixed-rate debt 42.5 237.2 279.7 Operating lease obligations, net of sublease rentals (Note 15) 31.2 110.6 141.8 Pension and other post-retirement plan benefit payments (Note 11) 9.0 72.7 81.7 Other purchase obligations 45.4 11.3 56.7 Total contractual obligations, net $ 156.7 $ 2,066.3 $ 2,223.0 Other purchase obligations primarily include service and marketing contracts as well as commitments for raw materials to be utilized in the normal course of business.
The following summarizes our material cash requirements from significant contractual obligations and purchase commitments that impact our liquidity as of December 31, 2025: In millions Next Twelve Months Greater Than Twelve Months Total Debt obligations (Note 8) $ — $ 1,652.7 $ 1,652.7 Interest obligations on fixed-rate debt 41.6 195.6 237.2 Operating lease obligations, net of sublease rentals (Note 15) 35.0 113.2 148.2 Pension and other post-retirement plan benefit payments (Note 11) 8.8 71.4 80.2 Other purchase obligations 55.5 16.5 72.0 Total contractual obligations, net $ 140.9 $ 2,049.4 $ 2,190.3 Other purchase obligations primarily include service and marketing contracts as well as commitments for raw materials to be utilized in the normal course of business.
Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. We complete our annual impairment test the first day of the fourth quarter each year for those identifiable assets not subject to amortization.
No impairment charges associated with identifiable intangibles with finite lives were recognized in 2024 or 2023. Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. We complete our annual impairment test the first day of the fourth quarter each year for those identifiable assets not subject to amortization.
Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment charges associated with identifiable intangibles with finite lives were recognized in 2024 or 2023.
Identifiable intangibles with finite lives are amortized and those identifiable intangibles with indefinite lives are not amortized. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
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. • In 2024, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
This approach will enable improved operating performance by driving margin growth with our highest value customers, reducing lower margin sales and removing complexity in the future. • In 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
The decrease was partially offset by: • increased selling prices to mitigate inflationary cost increases; and • increased sales volume in our commercial flow business compared to the prior year. 28 Segment income The components of the change in Flow segment income as a percentage of net sales from the prior period were as follows: 2024 2023 Volume/Price 2.5 pts 5.6 pts Currency — (0.1) Inflation (2.3) (5.6) Productivity 3.0 1.8 Total 3.2 pts 1.7 pts The 3.2 percentage point increase in segment income for Flow as a percentage of net sales in 2024 from 2023 was primarily the result of: • increased productivity mainly driven by transformation initiatives; and • increased selling prices to mitigate impacts of inflation.
Segment income The components of the change in Flow segment income as a percentage of net sales from the prior period were as follows: 2025 2024 Volume/Price/Acquisition/Divestiture 3.2 pts 2.5 pts Inflation (3.0) (2.3) Productivity 2.1 3.0 Total 2.3 pts 3.2 pts The 2.3 percentage point increase in segment income for Flow as a percentage of net sales in 2025 from 2024 was primarily the result of: • increased selling prices to mitigate impacts of inflation; and • increased productivity, mainly driven by transformation initiatives.
Gross profit The 2.2 percentage point increase in gross profit as a percentage of net sales in 2024 from 2023 was primarily the result of: • increases in selling prices to mitigate impacts of inflationary costs; and • increased productivity mainly driven by transformation initiatives.
Gross profit The 1.3 percentage point increase in gross profit as a percentage of net sales in 2025 from 2024 was primarily the result of: • increased selling prices across all our segments to mitigate inflationary cost increases; and 28 • increased productivity across all our segments mainly driven by transformation initiatives.
This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital. The non-recurring fair value measurement is a “Level 3” measurement under the fair value hierarchy. No impairment charges were recognized in 2024 or 2023 as a result of our annual impairment assessment.
This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital. The non-recurring fair value measurement is a “Level 3” measurement under the fair value hierarchy.
Share repurchases In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million. This authorization expires on December 31, 2025. During the year ended December 31, 2023, no ordinary shares were repurchased.
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 (“the 2020 Authorization”). The 2020 Authorization expired on December 31, 2025.
In addition, the current U.S. administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs; these actions and any reactionary tariff adjustments by other countries may also contribute to inflationary cost increases.
In addition, the current U.S. administration has implemented tariffs with an ongoing possibility of implementing additional, or increasing current, tariffs. We expect these actions and additional reactionary tariff adjustments by other countries to continue to impact our business and contribute to inflationary cost increases.
As of December 31, 2024, variable interest rate debt was $843.8 million at a weighted average interest rate of 5.84%. Inclusive of our interest rate swaps and collars, our weighted average interest rate on our variable rate debt was 5.59% as of December 31, 2024.
As of December 31, 2025, variable interest rate debt was $852.7 million at a weighted average interest rate of 5.03%. Inclusive of our interest rate swaps and collars, our weighted average interest rate on our variable rate debt was 5.01% as of December 31, 2025.
We funded the purchase price for this acquisition with cash on hand.
We funded the purchase price for this acquisition with cash on hand and borrowings on our revolving credit facility.
The Parent Company Guarantor is a holding company established to own directly and indirectly substantially all of its operating and other subsidiaries. The Subsidiary Issuer is a holding company formed to own directly and indirectly substantially all of its operating and other subsidiaries and to issue debt securities, including the senior notes.
The Subsidiary Issuer is a holding company formed to own directly and indirectly substantially all of its operating and other subsidiaries and to issue debt securities, including the senior notes. The Parent Company Guarantor’s principal source of cash flow, including cash flow to make payments on the senior notes pursuant to the guarantees, is dividends from its subsidiaries.
This increase was partially offset by: • the favorable impact of discrete items that occurred during 2024 primarily related to changes in uncertain tax positions. 27 2023 Comparison with 2022 A discussion of changes in our consolidated results of operations, segment results of operations and liquidity and capital resources from the year ended December 31, 2023 to December 31, 2022 can be found in Part II, ITEM 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 20, 2024.
This increase was partially offset by: • a decrease in withholding taxes in 2025 compared to 2024. 2024 Comparison with 2023 A discussion of changes in our consolidated results of operations and segment results of operations, as well as a year-over-year comparison of balances in our liquidity and capital resources for the years ended December 31, 2024 and December 31, 2023 can be found in Part II, ITEM 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 25, 2025.
Pension and other post-retirement plans We sponsor U.S. and non-U.S. defined-benefit pension and other post-retirement plans. The amounts recognized in our consolidated financial statements related to our defined-benefit pension and other post-retirement plans are determined from actuarial valuations.
No impairment charges were recognized in 2025, 2024 or 2023 as a result of our annual impairment assessment. 38 Pension and other post-retirement plans We sponsor U.S. and non-U.S. defined-benefit pension and other post-retirement plans. The amounts recognized in our consolidated financial statements related to our defined-benefit pension and other post-retirement plans are determined from actuarial valuations.
We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the tax jurisdictions in which we operate based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carryforwards.
We perform reviews of our income tax positions on a quarterly basis and accrue for uncertain tax positions. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the tax jurisdictions in which we operate based on our estimate of whether, and the extent to which, additional taxes will be due.
The balance of dividends payable included in Other current liabilities on our Consolidated Balance Sheets was $41.2 million at December 31, 2024. Dividends paid per ordinary share were $0.92, $0.88 and $0.84 for the years ended December 31, 2024, 2023 and 2022, respectively.
This dividend reflects an 8 percent increase in the Company’s regular cash dividend rate. The balance of dividends payable included in Other current liabilities on our Consolidated Balance Sheets was $44.1 million at December 31, 2025. Dividends paid per ordinary share were $1.00, $0.92 and $0.88 for the years ended December 31, 2025, 2024 and 2023, respectively.
In millions December 31, 2024 Current assets (1) $ 1.3 Noncurrent assets (2) 2,551.7 Current liabilities (3) 1,893.1 Noncurrent liabilities (4) 1,828.6 (1) No assets due from non-guarantor subsidiaries were included. (2) Includes assets due from non-guarantor subsidiaries of $2,547.3 million. (3) Includes liabilities due to non-guarantor subsidiaries of $1,843.0 million.
In millions December 31, 2025 Current assets (1) $ 3.1 Noncurrent assets (2) 2,503.6 Current liabilities (3) 2,310.8 Noncurrent liabilities (4) 1,853.8 (1) No assets due from non-guarantor subsidiaries were included. (2) Includes assets due from non-guarantor subsidiaries of $2,503.6 million. (3) Includes liabilities due to non-guarantor subsidiaries of $2,235.8 million.
Management records the effect of a tax rate or law change on the Company’s deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on the Company’s financial condition, results of operations or cash flows.
Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on the Company’s deferred tax assets and liabilities in the period of enactment.
During the year ended December 31, 2024, we repurchased 1.6 million of our ordinary shares for $150.0 million. As of December 31, 2024, we had $450.0 million available for share repurchases under this authorization.
During the year ended December 31, 2024, we repurchased 1.6 million of our ordinary shares for $150.0 million under the 2020 Authorization. During the year ended December 31, 2025, we repurchased 2.3 million of our ordinary shares for $225.0 million under the 2020 Authorization.
The Parent Company Guarantor and Subsidiary Issuer do not have material results of operations on a combined basis. 34 Material Cash Requirements From Contractual Obligations and Commitments We expect to continue to have sufficient cash and borrowing capacity to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly.
Material Cash Requirements From Contractual Obligations and Commitments We expect to continue to have sufficient cash and borrowing capacity to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly.
Supplemental guarantor information Pentair plc (the “Parent Company Guarantor”), fully and unconditionally, guarantees the senior notes of PFSA (the “Subsidiary Issuer”). The Subsidiary Issuer is a Luxembourg private limited liability company and 100 percent-owned subsidiary of the Parent Company Guarantor.
Supplemental guarantor information Pentair plc (the “Parent Company Guarantor”), fully and unconditionally, guarantees the senior notes of PFSA (the “Subsidiary Issuer”).
In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecasted economic conditions, our asset allocations, input from external consultants and broader long-term market indices. 37 Sensitivity to changes in key assumptions A 100 basis point increase or decrease in the discount rates used to measure our U.S. defined-benefit pension and other post-retirement plans would result in an approximate decrease of $5 million or increase of $6 million in our total projected benefit obligation.
Sensitivity to changes in key assumptions A 100 basis point increase or decrease in the discount rates used to measure our U.S. defined-benefit pension and other post-retirement plans would result in an approximate decrease of $5 million or increase of $6 million in our total projected benefit obligation.
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).
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.
In estimating future taxable income, we develop assumptions including the amount of future pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.
In estimating future taxable income, we develop assumptions including the amount of future pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.
The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income including but not limited to any future restructuring activities may require that we record an additional valuation allowance against our deferred tax assets.
Any reduction in future taxable income including but not limited to any future restructuring activities may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings.
Water Solutions The net sales and segment income for Water Solutions were as follows: Years ended December 31 % / point change In millions 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net sales $ 1,131.0 $ 1,177.2 $ 986.8 (3.9) % 19.3 % Segment income 255.1 247.6 149.0 3.0 % 66.2 % % of net sales 22.6 % 21.0 % 15.1 % 1.6 pts 5.9 pts Net sales The components of the change in Water Solutions net sales were as follows: 2024 vs 2023 2023 vs 2022 Volume (4.8) % (2.0) % Price 1.2 3.1 Core growth (3.6) 1.1 Acquisition/Divestiture (0.1) 18.5 Currency (0.2) (0.3) Total (3.9) % 19.3 % The 3.9 percent decrease in net sales for Water Solutions in 2024 from 2023 was primarily the result of: • decreased sales volume compared to the prior year, in addition to the completion of a large project in 2023 within our commercial business that did not recur in 2024; • unfavorable foreign currency effects compared to the prior year; and • a business exit in our residential business that occurred in 2024.
This increase was partially offset by: • inflationary cost increases, including higher tariffs and certain raw materials. 30 Water Solutions The net sales and segment income for Water Solutions were as follows: Years ended December 31 % / point change In millions 2025 2024 2023 2025 vs 2024 2024 vs 2023 Net sales $ 1,062.1 $ 1,131.0 $ 1,177.2 (6.1) % (3.9) % Segment income 253.9 255.1 247.6 (0.5) % 3.0 % % of net sales 23.9 % 22.6 % 21.0 % 1.3 pts 1.6 pts Net sales The components of the change in Water Solutions net sales were as follows: 2025 vs 2024 2024 vs 2023 Volume (6.3) % (4.8) % Price 3.7 1.2 Core growth (2.6) (3.6) Acquisition/Divestiture (4.0) (0.1) Currency 0.5 (0.2) Total (6.1) % (3.9) % The 6.1 percent decrease in net sales for Water Solutions in 2025 from 2024 was primarily the result of: • decreased sales volume compared to the prior year; and • business exits that occurred during the fourth quarter of 2024 and second quarter of 2025 in our residential and commercial businesses.
We anticipate supply chain pressures and inflationary cost increases due to potential tariffs and pressure on global manufacturing to continue into 2025. • 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.
Administration imposes through other means. • 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.
We currently have recorded valuation allowances that we will maintain until when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances.
These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. 39 We currently have recorded valuation allowances that we will maintain until when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.
In addition, free cash flow is used as a criterion to measure and pay compensation-based incentives.
In addition, free cash flow is used as a criterion to measure and pay compensation-based incentives. Our measure of free cash flow may not be comparable to similarly titled measures reported by other companies.
BACKLOG OF ORDERS BY SEGMENT December 31 In millions 2024 2023 $ change % change Flow $ 352.3 $ 390.1 $ (37.8) (9.7) % Water Solutions 68.9 108.5 (39.6) (36.5) % Pool 190.0 239.7 (49.7) (20.7) % Total $ 611.2 $ 738.3 $ (127.1) (17.2) % The majority of our backlog is short cycle in nature with shipments within one year from when a customer places an order, and a substantial portion of our revenues has historically resulted from orders received and products delivered in the same month.
This increase was partially offset by: • inflationary cost increases, including higher tariffs, certain raw materials and labor costs; and • productivity eases during the second half of 2025 due to investments in growth initiatives. 32 BACKLOG OF ORDERS BY SEGMENT December 31 In millions 2025 2024 $ Change % Change Flow $ 387.2 $ 352.3 $ 34.9 9.9 % Water Solutions 53.2 68.9 (15.7) (22.8) % Pool 127.1 190.0 (62.9) (33.1) % Total $ 567.5 $ 611.2 $ (43.7) (7.1) % The majority of our backlog is short cycle in nature with shipments within one year from when a customer places an order, and a substantial portion of our revenues has historically resulted from orders received and products delivered in the same month.
We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to continue to incur transformation costs in 2025 and beyond. • In 2024, we began using 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 to continue executing on our key Transformation Program initiatives to drive margin expansion and to incur transformation costs in 2026 and beyond. 26 • In 2025, we implemented 80/20 guiding principles to enable our Transformation Program.
As a result, we have taken pricing actions, which may continue going forward, and implemented transformation initiatives that we expect to improve productivity and offset 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. In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases.
Expected rate of return The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns.
Expected rate of return The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns. In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecasted economic conditions, our asset allocations, input from external consultants and broader long-term market indices.
Dividends On December 16, 2024, the Board of Directors approved a regular quarterly cash dividend of $0.25 per share that was paid on February 7, 2025 to shareholders of record at the close of business on January 24, 2025. This dividend reflects a 9 percent increase in the Company’s regular cash dividend rate.
As of December 31, 2025, we had $1.0 billion available for share repurchases under the 2025 Authorization. Dividends On December 15, 2025, the Board of Directors approved a regular quarterly cash dividend of $0.27 per share that was paid on February 6, 2026 to shareholders of record at the close of business on January 23, 2026.
Not Meaningful Net sales The components of the consolidated net sales change were as follows: 2024 vs 2023 2023 vs 2022 Volume (2.3) % (11.3) % Price 1.9 6.4 Core growth (0.4) (4.9) Acquisition/Divestiture (0.1) 4.4 Currency — 0.1 Total (0.5) % (0.4) % The 0.5 percent decrease in consolidated net sales in 2024 from 2023 was primarily the result of: • decreased sales volume in our residential flow and industrial solutions businesses within our Flow segment compared to the prior year; • decreased sales volume in our Water Solutions segment compared to the prior year, in addition to a business exit in our residential business in 2024 and the completion of a large project in 2023 within our commercial business that did not recur in 2024; and • a product line exit in our Pool segment that occurred in 2024.
Effective tax rate 14.1 % 13.0 % (0.6) % 1.1 pts 13.6 pts N.M. = Not Meaningful Net sales The components of the consolidated net sales change were as follows: 2025 vs 2024 2024 vs 2023 Volume (2.1) % (2.3) % Price 4.0 1.9 Core growth 1.9 (0.4) Acquisition/Divestiture (0.1) (0.1) Currency 0.5 — Total 2.3 % (0.5) % The 2.3 percent increase in consolidated net sales in 2025 from 2024 was primarily the result of: • increased selling prices across all of our segments to mitigate inflationary cost increases; • favorable foreign currency effects compared to the prior year; and • increased sales volume within our Pool segment due to higher demand compared to the prior year.
Selling, general and administrative (“SG&A”) The 0.6 percentage point increase in SG&A expense as a percentage of net sales in 2024 from 2023 was driven by: • transformation costs of $52.0 million in 2024, compared to $44.3 million in 2023; • restructuring costs of $34.4 million in 2024, compared to $9.1 million in 2023; and • asset impairment charges of $6.3 million in 2024, compared to $0.9 million in 2023.
This increase was partially offset by: • restructuring costs of $31.3 million in 2025, compared to $34.4 million in 2024; • transformation costs of $41.0 million in 2025, compared to $52.0 million in 2024; and • asset impairment charges of $1.1 million in 2025, compared to $6.3 million in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs the majority of our foreign currency contracts have an original maturity date of less than one year, there is no material foreign currency risk. At December 31, 2024, there were no outstanding foreign currency derivative contracts.
Biggest changeAs the majority of our foreign currency contracts have an original maturity date of less than one year, there is no material foreign currency risk. At December 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $23.2 million.
As of December 31, 2024, 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. Refer to ITEM 8, Note 9 of the Notes to Consolidated Financial Statements for additional information regarding our interest rate swaps and collars.
As of December 31, 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. Refer to ITEM 8, Note 9 of the Notes to Consolidated Financial Statements for additional information regarding our interest rate swaps and collars.
A 10% appreciation or a 10% depreciation of the U.S. dollar relative to the Euro would result in a change in accumulated other comprehensive income of approximately $68 million. However, the change in other comprehensive income would be offset by decreases or increases in the hedged items on our balance sheet. 39
A 10% appreciation or a 10% depreciation of the U.S. dollar relative to the Euro would result in a change in accumulated other comprehensive income of approximately $80 million. However, the change in other comprehensive income would be offset by decreases or increases in the hedged items on our balance sheet. 41
A 100 basis point fluctuation in interest rates associated with our variable-rate debt as of December 31, 2024, inclusive of our interest rate swaps and collars, would result in an approximately $5 million increase or decrease in interest incurred.
A 100 basis point fluctuation in interest rates associated with our variable-rate debt as of December 31, 2025, inclusive of our interest rate swaps and collars, would result in an approximately $6 million increase or decrease in interest incurred.
The major accounting policies and utilization of these instruments is described more fully in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements. Interest rate risk Our debt portfolio as of December 31, 2024, was comprised of debt denominated in U.S. dollars. This debt portfolio is comprised of 49% fixed-rate debt and 51% variable-rate debt.
The major accounting policies and utilization of these instruments is described more fully in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements. Interest rate risk Our debt portfolio as of December 31, 2025, was comprised of debt denominated in U.S. dollars. This debt portfolio is comprised of 48% fixed-rate debt and 52% variable-rate debt.
At December 31, 2024, we had outstanding cross currency swap agreements with a combined notional amount of $728.5 million. The cross currency swap 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.
At December 31, 2025, we had outstanding cross currency swap agreements with a combined notional amount of $1.1 billion. The cross currency swap 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.
Based on the fixed-rate debt included in our debt portfolio, as of December 31, 2024, a 100 basis point increase or decrease in interest rates would result in approximately a $42 million decrease or a $45 million increase in fair value of total fixed rate debt outstanding, respectively.
Based on the fixed-rate debt included in our debt portfolio, as of December 31, 2025, a 100 basis point increase or decrease in interest rates would result in approximately a $38 million decrease or a $40 million increase in fair value of total fixed-rate debt outstanding, respectively.

Other PNR 10-K year-over-year comparisons