[10-Q] PENTAIR plc Quarterly Earnings Report

Rhea-AI Filing Summary

Pentair (PNR) reported stronger Q3 2025 results. Net sales reached $1,022.0 million, up 2.9% year over year, with gross margin improving to 41.0%. Operating income rose to $231.7 million, and diluted EPS increased to $1.12 from $0.84. Net income was $184.3 million.

Year-to-date, net sales were $3,155.5 million and operating income was $652.5 million. Cash from operations was $764.0 million, supporting $175.0 million of share repurchases and a quarterly dividend of $0.25 per share. Pentair acquired Hydra-Stop, LLC on September 17, 2025 for $292.2 million, adding customer relationships and technology assets. Long-term debt stood at $1,580.1 million with $680.0 million available under the revolver. Segment performance was led by Pool and Flow, with Flow aided by pricing and productivity, while Water Solutions felt lower volume and prior business exits.

Insights

Industrial earnings analyst

Margins and cash flow improved; portfolio actions continued.

Pentair delivered Q3 net sales of $1,022.0M and expanded gross margin to 41.0%, lifting operating income to $231.7M. Diluted EPS rose to $1.12 as pricing and productivity offset inflation. Net interest expense declined, supporting earnings.

Cash generation was robust with year-to-date operating cash flow of $764.0M, funding $175.0M of buybacks and a $0.25 dividend. The company completed the Hydra-Stop acquisition on September 17, 2025 for $292.2M, adding to the Flow segment. An earlier $30.9M intangible impairment and $74.9M of year-to-date restructuring and transformation costs reflect ongoing portfolio and efficiency work.

Debt stood at $1,580.1M with $680.0M available under the revolving credit facility. Actual impact on future results will depend on execution of transformation initiatives and segment demand trends disclosed in the period.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the Quarterly Period Ended September 30, 2025

OR 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-11625

Pentair plc

(Exact name of registrant as specified in its charter)

Ireland

98-1141328

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Regal House, 70 London Road,

Twickenham,

London,

TW13QS

United Kingdom

(Address of principal executive offices)

Registrant’s telephone number, including area code: 44-74-9421-6154

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share			PNR			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting
company ☐ Emerging growth
company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

On September 30, 2025, 163,641,880 shares of registrant’s common stock were outstanding.

Table of Contents

Pentair plc and Subsidiaries

						Page
PART I FINANCIAL INFORMATION
ITEM 1.			Financial Statements (unaudited)
			Condensed Consolidated Statements of Operations and Comprehensive Income			3
			Condensed Consolidated Balance Sheets			4
			Condensed Consolidated Statements of Cash Flows			5
			Condensed Consolidated Statements of Changes in Equity			6
			Notes to Condensed Consolidated Financial Statements			8
ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
ITEM 3.			Quantitative and Qualitative Disclosures about Market Risk			35
ITEM 4.			Controls and Procedures			35
PART II OTHER INFORMATION
ITEM 1.			Legal Proceedings			36
ITEM 1A.			Risk Factors			36
ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
ITEM 5.			Other Information			37
ITEM 6.			Exhibits			38
			Signatures			39

2

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

			Three months ended									Nine months ended
In millions, except per-share data			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
Net sales			$	1,022.0		$	993.4					$	3,155.5		$	3,109.9
Cost of goods sold			603.4			600.2						1,877.0			1,888.7
Gross profit			418.6			393.2						1,278.5			1,221.2
Selling, general and administrative expenses			162.2			190.4						552.6			540.7
Research and development expenses			24.7			22.9						73.4			71.8
Operating income			231.7			179.9						652.5			608.7
Other expense (income)
Loss on sale of business			—			—						26.3			—
Net interest expense			14.4			19.8						52.0			73.4
Other expense (income)			0.6			(0.1)						2.1			0.8
Income from continuing operations before income taxes			216.7			160.2						572.1			534.5
Provision for income taxes			32.4			20.6						84.4			75.3
Net income from continuing operations			184.3			139.6						487.7			459.2
Loss from discontinued operations, net of tax			—			—						—			(0.2)
Net income			$	184.3		$	139.6					$	487.7		$	459.0
Comprehensive income, net of tax
Net income			$	184.3		$	139.6					$	487.7		$	459.0
Changes in cumulative translation adjustment			(3.7)			32.3						81.0			0.5
Changes in market value of derivative financial instruments, net of tax			6.1			(35.5)						(76.1)			(6.6)
Comprehensive income			$	186.7		$	136.4					$	492.6		$	452.9
Earnings per ordinary share
Basic
Continuing operations			$	1.13		$	0.84					$	2.97		$	2.77
Discontinued operations			—			—						—			—
Basic earnings per ordinary share			$	1.13		$	0.84					$	2.97		$	2.77
Diluted
Continuing operations			$	1.12		$	0.84					$	2.94		$	2.75
Discontinued operations			—			—						—			—
Diluted earnings per ordinary share			$	1.12		$	0.84					$	2.94		$	2.75
Weighted average ordinary shares outstanding
Basic			163.8			165.6						164.4			165.7
Diluted			165.1			167.0						165.7			167.2

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Balance Sheets (Unaudited)

			September 30, 2025			December 31, 2024
In millions, except per-share data
Assets
Current assets
Cash and cash equivalents			$	128.4		$	118.7
Accounts receivable, net of allowances of $6.7 and $9.1, respectively			521.6			565.2
Inventories			639.7			610.9
Other current assets			155.4			141.3
Total current assets			1,445.1			1,436.1
Property, plant and equipment, net			367.1			358.8
Other assets
Goodwill			3,528.8			3,286.6
Intangibles, net			1,088.0			1,033.8
Other non-current assets			330.6			331.2
Total other assets			4,947.4			4,651.6
Total assets			$	6,759.6		$	6,446.5
Liabilities and Equity
Current liabilities
Current maturities of short-term borrowings			$	—		$	9.3
Accounts payable			308.8			272.8
Employee compensation and benefits			111.9			116.2
Other current liabilities			567.5			496.8
Total current liabilities			988.2			895.1
Other liabilities
Long-term debt			1,580.1			1,638.7
Pension and other post-retirement compensation and benefits			56.5			61.6
Deferred tax liabilities			41.3			44.4
Other non-current liabilities			311.1			243.8
Total liabilities			2,977.2			2,883.6
Commitments and contingencies (Note 16)
Equity
Ordinary shares $0.01 par value, 426.0 authorized, 163.6 and 164.8 issued at September 30, 2025 and December 31, 2024, respectively			1.7			1.7
Additional paid-in capital			1,351.8			1,501.7
Retained earnings			2,700.6			2,336.1
Accumulated other comprehensive loss			(271.7)			(276.6)
Total equity			3,782.4			3,562.9
Total liabilities and equity			$	6,759.6		$	6,446.5

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

			Nine months ended
In millions			September 30, 2025			September 30, 2024
Operating activities
Net income			$	487.7		$	459.0
Loss from discontinued operations, net of tax			—			0.2
Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities
Equity income of unconsolidated subsidiaries			(0.8)			(1.7)
Depreciation			44.7			45.3
Amortization			42.4			40.4
Deferred income taxes			20.8			3.6
Loss on sale of business			26.3			—
Share-based compensation			27.3			26.3
Asset impairment and write-offs			48.5			9.3
Changes in assets and liabilities, net of effects of business acquisitions
Accounts receivable			56.7			66.2
Inventories			(45.7)			30.1
Other current assets			(35.8)			5.0
Accounts payable			31.2			7.3
Employee compensation and benefits			(9.4)			(8.0)
Other current liabilities			60.8			(19.7)
Other non-current assets and liabilities			9.3			17.1
Net cash provided by operating activities of continuing operations			764.0			680.4
Net cash used for operating activities of discontinued operations			—			(0.2)
Net cash provided by operating activities			764.0			680.2
Investing activities
Capital expenditures			(45.1)			(51.7)
Purchase of investments			(18.0)			—
Proceeds from sale of property and equipment			0.1			0.4
Payments upon the settlement of net investment hedges			—			(16.4)
Acquisitions, net of cash acquired			(292.2)			—
Other			0.9			(0.5)
Net cash used for investing activities			(354.3)			(68.2)
Financing activities
Net repayments of short-term borrowings			(9.3)			—
Net borrowings of revolving long-term debt			210.5			—
Repayments of long-term debt			(269.3)			(362.5)
Debt issuance costs			(2.2)			—
Shares issued to employees, net of shares withheld			(2.2)			16.8
Repurchases of ordinary shares			(175.0)			(100.0)
Dividends paid			(123.3)			(114.3)
Net cash used for financing activities			(370.8)			(560.0)
Effect of exchange rate changes on cash and cash equivalents			(29.2)			(4.2)
Change in cash and cash equivalents			9.7			47.8
Cash and cash equivalents, beginning of period			118.7			170.3
Cash and cash equivalents, end of period			$	128.4		$	218.1

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statements of Changes in Equity (Unaudited)

In millions			Ordinary shares												Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) income									Total
			Number			Amount
Balance - December 31, 2024			164.8			$	1.7											$	1,501.7		$	2,336.1		$	(276.6)								$	3,562.9
Net income			—			—												—			154.9			—									154.9
Other comprehensive income, net of tax			—			—												—			—			3.0									3.0
Dividends declared, $0.25 per share			—			—												—			(41.2)			—									(41.2)
Share repurchases			(0.6)			—												(50.0)			—			—									(50.0)
Exercise of options, net of shares tendered for payment			—			—												0.6			—			—									0.6
Issuance of restricted shares, net of cancellations			0.4			—												—			—			—									—
Shares surrendered by employees to pay taxes			(0.1)			—												(9.2)			—			—									(9.2)
Share-based compensation			—			—												12.6			—			—									12.6
Balance - March 31, 2025			164.5			$	1.7											$	1,455.7		$	2,449.8		$	(273.6)								$	3,633.6
Net income			—			—												—			148.5			—									148.5
Other comprehensive loss, net of tax			—			—												—			—			(0.5)									(0.5)
Dividends declared, $0.25 per share			—			—												—			(41.0)			—									(41.0)
Share repurchases			(0.7)			—												(75.0)			—			—									(75.0)
Exercise of options, net of shares tendered for payment			0.2			—												(1.7)			—			—									(1.7)
Issuance of restricted shares, net of cancellations			(0.1)			—												—			—			—									—
Shares surrendered by employees to pay taxes			—			—												(0.3)			—			—									(0.3)
Share-based compensation			—			—												8.6			—			—									8.6
Balance - June 30, 2025			163.9			$	1.7											$	1,387.3		$	2,557.3		$	(274.1)								$	3,672.2
Net income			—			—												—			184.3			—									184.3
Other comprehensive income, net of tax			—			—												—			—			2.4									2.4
Dividends declared, $0.25 per share			—			—												—			(41.0)			—									(41.0)
Share repurchases			(0.5)			—												(50.0)			—			—									(50.0)
Exercise of options, net of shares tendered for payment			0.2			—												8.4			—			—									8.4
Share-based compensation			—			—												6.1			—			—									6.1
Balance - September 30, 2025			163.6			$	1.7											$	1,351.8		$	2,700.6		$	(271.7)								$	3,782.4

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In millions			Ordinary shares									Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) income			Total
			Number			Amount
Balance - December 31, 2023			165.3			$	1.7					$	1,593.6		$	1,866.2		$	(244.4)		$	3,217.1
Net income			—			—						—			133.3			—			133.3
Other comprehensive income, net of tax			—			—						—			—			1.0			1.0
Dividends declared, $0.23 per share			—			—						—			(38.2)			—			(38.2)
Exercise of options, net of shares tendered for payment			0.4			—						15.2			—			—			15.2
Issuance of restricted shares, net of cancellations			0.4			—						(4.0)			—			—			(4.0)
Shares surrendered by employees to pay taxes			(0.1)			—						(5.1)			—			—			(5.1)
Share-based compensation			—			—						7.9			—			—			7.9
Balance - March 31, 2024			166.0			$	1.7					$	1,607.6		$	1,961.3		$	(243.4)		$	3,327.2
Net income			—			—						—			186.1			—			186.1
Other comprehensive loss, net of tax			—			—						—			—			(3.9)			(3.9)
Dividends declared, $0.23 per share			—			—						—			(38.1)			—			(38.1)
Share repurchases			(0.6)			—						(50.0)			—			—			(50.0)
Exercise of options, net of shares tendered for payment			0.1			—						3.7			—			—			3.7
Shares surrendered by employees to pay taxes			—			—						(0.5)			—			—			(0.5)
Share-based compensation			—			—						8.4			—			—			8.4
Balance - June 30, 2024			165.5			$	1.7					$	1,569.2		$	2,109.3		$	(247.3)		$	3,432.9
Net income			—			—						—			139.6			—			139.6
Other comprehensive loss, net of tax			—			—						—			—			(3.2)			(3.2)
Dividends declared, $0.23 per share			—			—						—			(38.0)			—			(38.0)
Share repurchases			(0.6)			—						(50.0)			—			—			(50.0)
Exercise of options, net of shares tendered for payment			0.3			—						8.0			—			—			8.0
Shares surrendered by employees to pay taxes			—			—						(0.5)			—			—			(0.5)
Share-based compensation			—			—						10.0			—			—			10.0
Balance - September 30, 2024			165.2			$	1.7					$	1,536.7		$	2,210.9		$	(250.5)		$	3,498.8

See accompanying notes to condensed consolidated financial statements.

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Notes to condensed consolidated financial statements (unaudited)

1.Basis of Presentation and Responsibility for Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of Pentair plc and its subsidiaries (“we,” “us,” “our,” or “Pentair”) have been prepared following the requirements of the United States (“U.S.”) Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) can be condensed or omitted.

We are responsible for the unaudited condensed consolidated financial statements included in this document. The financial statements include all normal recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. As these are condensed financial statements, one should also read our consolidated financial statements and notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.

Our fiscal year ends on December 31. We report our interim quarterly periods on a calendar quarter basis.

2.Revenue

We disaggregate our revenue from contracts with customers by reportable segment, geographic location and vertical market, as we believe these best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Refer to Note 15 for revenue disaggregated by reportable segment.

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

			Three months ended									Nine months ended
In millions			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
U.S.			$	703.9		$	687.6					$	2,236.0		$	2,166.4
Western Europe			126.7			117.0						371.8			375.8
Developing (1)			130.6			129.9						375.8			391.9
Other Developed (2)			60.8			58.9						171.9			175.8
Consolidated net sales			$	1,022.0		$	993.4					$	3,155.5		$	3,109.9
(1) Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia.
(2) Other Developed primarily includes Australia and Canada.

Vertical market net sales information was as follows:

			Three months ended									Nine months ended
In millions			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
Residential			$	568.3		$	519.5					$	1,796.0		$	1,644.1
Commercial			257.6			282.7						781.8			864.9
Industrial			196.1			191.2						577.7			600.9
Consolidated net sales			$	1,022.0		$	993.4					$	3,155.5		$	3,109.9

Performance obligations

As of September 30, 2025, we had $102.4 million of remaining performance obligations on contracts with an original expected duration of one year or more. We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 18 months.

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Notes to condensed consolidated financial statements (unaudited)

Contract assets and liabilities

Contract assets and liabilities consisted of the following:

In millions			September 30, 2025			December 31, 2024						$ Change			% Change
Contract assets			$	61.2		$	46.7					$	14.5		31.0		%
Contract liabilities			44.8			38.8						6.0			15.5		%
Net contract assets			$	16.4		$	7.9					$	8.5		107.6		%

The $8.5 million increase in net contract assets from December 31, 2024 to September 30, 2025 was primarily the result of timing of milestone payments. Approximately 90% of our contract liabilities at December 31, 2024 were recognized in revenue in the first nine months of 2025.

3.Acquisitions

On September 17, 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC for $292.2 million in cash, net of cash acquired, and subject to customary adjustments. The excess purchase price over tangible and identifiable intangible net assets acquired has been preliminarily allocated to goodwill in the amount of $166.6 million, all of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired include $112.0 million of definite-lived customer relationships with an estimated useful life of 18 years and $6.2 million of definite-lived proprietary technology intangible assets with an estimated useful life of 7 years. The pro forma impact of the acquisition was not material.

4.     Share Plans

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

			Three months ended									Nine months ended
In millions			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
Restricted stock units			$	3.8		$	4.4					$	11.0		$	12.5
Stock options			0.6			1.3						4.1			4.0
Performance share units			1.7			4.3						12.2			9.8
Total share-based compensation expense			$	6.1		$	10.0					$	27.3		$	26.3

In the first quarter of 2025, we issued our annual share-based compensation grants under the Pentair plc 2020 Share and Incentive Plan to eligible employees. The total number of awards issued was approximately 0.4 million, of which 0.2 million were restricted stock units (“RSUs”), 0.1 million were stock options and 0.1 million were performance share units (“PSUs”). The weighted-average grant date fair value of the RSUs, stock options and PSUs issued was $93.69, $36.73 and $99.16, respectively.

We estimated the fair value of each stock option award issued in the annual share-based compensation grant using a Black-Scholes option pricing model, modified for dividends and using the following assumptions:

			2025 Annual Grant
Risk-free interest rate			4.12		%
Expected dividend yield			0.98		%
Expected share price volatility			31.10		%
Expected term (years)			6.9

These estimates require us to make assumptions based on historical results, observance of trends in our share price, changes in option exercise behavior, future expectations and other relevant factors. If other assumptions had been used, share-based compensation expense, as calculated and recorded under the accounting guidance, could have been affected. We based the expected life assumption on historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected share price volatility, we considered a rolling average of historical volatility measured over a period approximately equal to the expected option term. The risk-free interest rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant.

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Notes to condensed consolidated financial statements (unaudited)

5.    Restructuring and Transformation Program

In 2021, we launched and committed resources to a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes (the “Transformation Program”). The Transformation Program is structured in multiple phases and is expected to empower us to work more efficiently and optimize our business to better serve our customers while meeting our financial objectives.

During the nine months ended September 30, 2025, we initiated and continued execution of activities associated with our Transformation Program as well as initiated and continued certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. Restructuring and Transformation Program initiatives included a reduction in hourly and salaried headcount of approximately 230 employees during the nine months ended September 30, 2025.

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

			Three months ended									Nine months ended
In millions			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
Restructuring Initiatives
Severance and related costs			$	—		$	17.4					$	20.3		$	26.8
Other restructuring costs and related adjustments (1)			1.1			10.9						6.0			11.8
Total restructuring costs			1.1			28.3						26.3			38.6
Transformation Program
Severance and related costs			—			—						—			0.7
Asset impairment and write-offs			0.7			2.8						16.2			2.8
Other transformation costs (2)			10.8			12.6						32.4			40.7
Total transformation costs			11.5			15.4						48.6			44.2
Total restructuring and transformation costs			$	12.6		$	43.7					$	74.9		$	82.8
(1) Other restructuring costs and related adjustments primarily consist of certain accruals and related refinements as well as various contract termination costs, asset impairments and inventory write-offs associated with business and product line exits.
(2) Other transformation costs primarily consist of professional services and project management related costs.

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

			Three months ended									Nine months ended
In millions			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
Flow			$	(1.4)		$	6.0					$	17.1		$	11.0
Water Solutions			0.9			16.2						10.7			17.7
Pool			2.8			4.7						11.8			10.1
Corporate and other			10.3			16.8						35.3			44.0
Total restructuring and transformation costs			$	12.6		$	43.7					$	74.9		$	82.8

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

In millions			September 30, 2025
Beginning balance			$	18.7
Costs incurred			20.3
Cash payments and other			(26.1)
Ending balance			$	12.9

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Notes to condensed consolidated financial statements (unaudited)

6.    Earnings Per Share

Basic and diluted earnings per share were calculated as follows:

			Three months ended									Nine months ended
In millions, except per-share data			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
Net income			$	184.3		$	139.6					$	487.7		$	459.0
Net income from continuing operations			$	184.3		$	139.6					$	487.7		$	459.2
Weighted average ordinary shares outstanding
Basic			163.8			165.6						164.4			165.7
Dilutive impact of stock options, restricted stock units and performance share units			1.3			1.4						1.3			1.5
Diluted			165.1			167.0						165.7			167.2
Earnings per ordinary share
Basic
Continuing operations			$	1.13		$	0.84					$	2.97		$	2.77
Discontinued operations			—			—						—			—
Basic earnings per ordinary share			$	1.13		$	0.84					$	2.97		$	2.77
Diluted
Continuing operations			$	1.12		$	0.84					$	2.94		$	2.75
Discontinued operations			—			—						—			—
Diluted earnings per ordinary share			$	1.12		$	0.84					$	2.94		$	2.75
Anti-dilutive stock options excluded from the calculation of diluted earnings per share			0.1			0.1						0.1			0.2

7.    Accounts Receivable

All trade receivables are reported on our Condensed Consolidated Balance Sheets at the outstanding principal amount adjusted for any allowance for credit losses and write-offs, net of recoveries. We record an allowance for credit losses, reducing our receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for credit losses are based on current trends, aging of accounts receivable, periodic credit evaluations of our customers’ financial condition, and historical collection experience as well as reasonable and supportable forecasts of future economic conditions. Write-offs are recorded at the time all collection efforts have been exhausted. We generally do not require collateral. We review our allowance for credit losses on a quarterly basis.

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

In millions			September 30, 2025
Beginning balance			$	9.1
Bad debt benefit			(1.9)
Write-offs, net of recoveries			(0.7)
Other (1)			0.2
Ending balance			$	6.7
(1) Other amounts are primarily the effects of changes in currency translation and the impact of allowance for credits.

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Notes to condensed consolidated financial statements (unaudited)

8.    Supplemental Balance Sheet Information

In millions			September 30, 2025			December 31, 2024
Inventories
Raw materials and supplies			$	320.4		$	315.8
Work-in-process			89.9			88.4
Finished goods			229.4			206.7
Total inventories			$	639.7		$	610.9
Other current assets
Cost in excess of billings			$	61.2		$	46.7
Prepaid expenses			79.8			51.0
Other current assets			14.4			43.6
Total other current assets			$	155.4		$	141.3
Property, plant and equipment, net
Land and land improvements			$	33.0		$	31.3
Buildings and leasehold improvements			237.1			217.9
Machinery and equipment			709.6			675.8
Capitalized software			99.1			92.2
Construction in progress			43.6			51.1
Total property, plant and equipment			1,122.4			1,068.3
Accumulated depreciation and amortization			755.3			709.5
Total property, plant and equipment, net			$	367.1		$	358.8
Other non-current assets
Right-of-use lease assets			$	108.1		$	116.1
Deferred income taxes			130.2			129.6
Deferred compensation plan assets			31.4			29.4
Other non-current assets			60.9			56.1
Total other non-current assets			$	330.6		$	331.2
Other current liabilities
Dividends payable			$	41.0		$	41.2
Accrued warranty			69.1			67.2
Accrued rebates and incentives			202.2			176.7
Accrued freight			15.3			18.4
Billings in excess of cost			37.9			33.8
Current lease liability			26.1			26.3
Income taxes payable			38.6			28.8
Accrued restructuring			12.9			18.7
Interest payable			11.6			5.5
Other current liabilities			112.8			80.2
Total other current liabilities			$	567.5		$	496.8
Other non-current liabilities
Long-term lease liability			$	86.7		$	92.8
Income taxes payable			6.2			8.1
Self-insurance liabilities			59.1			55.6
Deferred compensation plan liabilities			31.4			29.4
Foreign currency and interest rate contract liabilities			88.3			16.3
Other non-current liabilities			39.4			41.6
Total other non-current liabilities			$	311.1		$	243.8

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Notes to condensed consolidated financial statements (unaudited)

9.    Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill by reportable segment were as follows:

In millions			December 31, 2024						Acquisitions			Foreign Currency Translation			September 30, 2025
Flow			$	730.4					$	166.6		$	62.1		$	959.1
Water Solutions			1,392.7						—			13.5			1,406.2
Pool			1,163.5						—			—			1,163.5
Total goodwill			$	3,286.6					$	166.6		$	75.6		$	3,528.8

Identifiable intangible assets consisted of the following:

			September 30, 2025												December 31, 2024
In millions			Cost			Accumulated amortization			Net						Cost			Accumulated amortization			Net
Definite-life intangibles
Customer relationships			$	1,163.9		$	(373.5)		$	790.4					$	1,146.5		$	(400.2)		$	746.3
Proprietary technology and patents			82.3			(39.8)			42.5						88.8			(48.4)			40.4
Total definite-life intangibles			1,246.2			(413.3)			832.9						1,235.3			(448.6)			786.7
Indefinite-life intangibles
Trade names			255.1			—			255.1						247.1			—			247.1
Total intangibles			$	1,501.3		$	(413.3)		$	1,088.0					$	1,482.4		$	(448.6)		$	1,033.8

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

An impairment charge of $30.9 million was recorded during the nine months ended September 30, 2025 related to the write-off of a definite-lived customer relationship intangible asset as a result of a business exit within our Water Solutions segment during the second quarter of 2025. The impairment charge was recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. No impairment was recognized for identifiable intangible assets for the three months ended September 30, 2025 and the three and nine months ended September 30, 2024.

Estimated future amortization expense for identifiable intangible assets during the remainder of 2025 and the next five years is as follows:

			Q4
			2025			2026			2027			2028			2029			2030
Estimated amortization expense			$	15.7		$	61.5		$	60.2		$	57.6		$	57.1		$	56.6

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Notes to condensed consolidated financial statements (unaudited)

10.    Debt

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

In millions			Average interest rate as of September 30, 2025			Maturity Year			September 30, 2025			December 31, 2024
Revolving credit facility (Senior Credit Facility)			5.268%			2030			$	220.0		$	9.5
Term Loan Facility			5.502%			2027			575.0			825.0
Senior notes - fixed rate (1)			N/A			2025			—			19.3
Senior notes - fixed rate (1)			4.500%			2029			400.0			400.0
Senior notes - fixed rate (1)			5.900%			2032			400.0			400.0
Other			N/A			2025			—			9.3
Unamortized debt issuance costs and discounts			N/A			N/A			(14.9)			(15.1)
Total debt									1,580.1			1,648.0
Less: Current maturities of short-term borrowings									—			9.3
Long-term debt									$	1,580.1		$	1,638.7
(1) Senior notes are guaranteed as to payment by Pentair plc.

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

As of September 30, 2025, total availability under the Senior Credit Facility was $680.0 million. In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.

In addition, Pentair and PFSA are parties to a senior unsecured term loan facility (the “Term Loan Facility”), with PFSA, as borrower, Pentair, as guarantor, providing for an aggregate principal amount of $1.0 billion. The Term Loan Facility has a maturity date of July 28, 2027, with required quarterly installment payments of $6.3 million which began on the last day of the third quarter of 2023 and increased to $12.5 million on the last day of the third quarter of 2024. During 2024, PFSA repaid the remaining $162.5 million of quarterly installments on the Term Loan Facility, such that PFSA is not required to make any further quarterly installment payments. As of September 30, 2025, the remaining obligation of $575.0 million matures on July 28, 2027. The Term Loan Facility bears interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, or adjusted daily simple secured overnight financing rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.

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

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

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Notes to condensed consolidated financial statements (unaudited)

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

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

			Q4
In millions			2025			2026			2027			2028			2029			2030						Thereafter			Total
Contractual debt obligation maturities			$	—		$	—		$	575.0		$	—		$	400.0		$	220.0					$	400.0		$	1,595.0

11.    Derivatives and Financial Instruments

Derivative financial instruments

We are exposed to market risk related to changes in foreign currency exchange rates and interest rates on our variable rate indebtedness. To manage the volatility related to these exposures, we periodically enter into a variety of derivative financial instruments. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates or variable interest rates. The derivative contracts contain credit risk to the extent that our bank counterparties may be unable to meet the terms of the agreements. The amount of such credit risk is generally limited to the unrealized gains, if any, in such contracts. Such risk is minimized by limiting those counterparties to major financial institutions of high credit quality.

Foreign currency contracts

We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. We manage our economic and transaction exposure to certain market-based risks through the use of foreign currency derivative financial instruments. Our objective in holding these derivatives is to reduce the volatility of net earnings and cash flows associated with changes in foreign currency exchange rates. The majority of our foreign currency contracts have an original maturity date of less than one year.

At September 30, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $51.8 million. At December 31, 2024, there were no outstanding foreign currency derivative contracts. The impact of these contracts on the Condensed Consolidated Statements of Operations and Comprehensive Income was not material for any period presented.

Cross currency swaps

At September 30, 2025 and December 31, 2024, we had outstanding cross currency swap agreements with a combined notional amount of $816.6 million and $728.5 million, respectively. The agreements are accounted for as either cash flow hedges, to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. We had deferred foreign currency losses of $87.9 million and $13.8 million at September 30, 2025 and December 31, 2024, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity. The periodic interest settlements related to our cross currency swap agreements are classified as operating activities. The cash flows that relate to principal balances are classified as financing activities for the cash flow hedges on intercompany debt and investing activities for the net investment hedges.

On October 3, 2025, we entered into a new cross currency swap agreement with a notional amount of €212 million, designated as a cash flow hedge, which will hedge the cash flows related to foreign currency exchange rate fluctuations on intercompany debt.

Hedging of variable interest rates

We manage our exposure to certain interest rate risks related to our variable-rate debt through the use of interest rate swaps and collars. We enter into these agreements to hedge the variability of interest expense and cash flows attributable to changes in interest rates of our variable-rate debt. As of September 30, 2025, we had an aggregate notional amount of $300.0 million and $200.0 million in interest rate swaps and collars, respectively, that are designated as cash flow hedges.

Unrealized gains and losses related to the fair value of the interest rate swaps are recorded in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets. We had an unrealized loss of $0.1 million at September 30, 2025 and an unrealized gain of $1.9 million at December 31, 2024, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity. The periodic interest settlements related to our interest rate swaps and collars are classified as operating activities.

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Notes to condensed consolidated financial statements (unaudited)

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

Level 1:						Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets.
Level 2:						Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3:						Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Fair value of financial instruments

The following methods were used to estimate the fair values of each class of financial instrument: 

•short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;

•long-term fixed-rate debt, including current maturities — fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined above;

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

•deferred compensation plan assets (mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) — fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined above; fair value of common/collective trusts are valued at net asset value (“NAV”), which is based on the fair value of the underlying securities owned by the fund and divided by the number of shares outstanding; and

•contingent earn-out liabilities — fair value is generally established using a probability-weighted discounted income approach to convert future estimated cash flows to a single present value amount. The related inputs are classified as Level 3 in the valuation hierarchy defined above.

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

			September 30, 2025									December 31, 2024
In millions			Recorded Amount			Fair Value						Recorded Amount			Fair Value
Variable rate debt			$	795.0		$	795.0					$	843.8		$	843.8
Fixed rate debt			800.0			826.4						819.3			814.3
Total debt			$	1,595.0		$	1,621.4					$	1,663.1		$	1,658.1

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Notes to condensed consolidated financial statements (unaudited)

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

			September 30, 2025
In millions			Level 1			Level 2			Level 3			NAV			Total
Recurring fair value measurements
Interest rate contract liabilities			$	—		$	(0.1)		$	—		$	—		$	(0.1)
Foreign currency contract assets			—			0.1			—			—			0.1
Foreign currency contract liabilities			—			(88.2)			—			—			(88.2)
Deferred compensation plan assets			14.7			—			—			16.7			31.4
Contingent earn-out liabilities			—			—			(8.0)			—			(8.0)
Total recurring fair value measurements			$	14.7		$	(88.2)		$	(8.0)		$	16.7		$	(64.8)
Nonrecurring fair value measurements (1)

(1) During the nine months ended September 30, 2025, we recorded an impairment charge on a definite-lived customer relationship intangible asset of $30.9 million. We determined the value using unobservable inputs and wrote the balance of the definite-lived intangible asset to zero. The impairment charge was recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.

			December 31, 2024
In millions			Level 1			Level 2			Level 3			NAV			Total
Recurring fair value measurements
Interest rate contract assets			$	—		$	1.9		$	—		$	—		$	1.9
Foreign currency contract assets			—			2.5			—			—			2.5
Foreign currency contract liabilities			—			(16.3)			—			—			(16.3)
Deferred compensation plan assets			15.0			—			—			14.4			29.4
Contingent earn-out liabilities			—			—			(8.0)			—			(8.0)
Total recurring fair value measurements			$	15.0		$	(11.9)		$	(8.0)		$	14.4		$	9.5

On December 2, 2024, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”). In conjunction with the acquisition, we recorded an estimated fair value of $8.0 million of contingent earn-out liabilities, which are considered Level 3 under our fair value hierarchy. The recorded fair value of the associated contingent earn-out liabilities was reviewed as of September 30, 2025, with no further change in fair value. The fair value of the contingent earn-out liabilities will be re-measured for each reporting period until resolution of the contingent earn-out payments, and any resulting changes to fair value would be recorded in earnings.

12.    Income Taxes

We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The effective income tax rate for the nine months ended September 30, 2025 was 14.8%, compared to 14.1% for the nine months ended September 30, 2024. We continue to actively pursue initiatives to reduce our effective tax rate. The tax rate in any quarter can be affected positively or negatively by the mix of global earnings or adjustments that are required to be reported in the specific quarter of resolution.

The total gross liability for uncertain tax positions was $6.5 million and $6.0 million at September 30, 2025 and December 31, 2024, respectively. We record penalties and interest related to unrecognized tax benefits in Provision for income taxes and Net interest expense, respectively, on the Condensed Consolidated Statements of Operations and Comprehensive Income, which is consistent with our past practices.

The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. For the nine months ended September 30, 2025 and September 30, 2024, the impact of Pillar Two on our condensed consolidated financial statements was not material.

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Notes to condensed consolidated financial statements (unaudited)

On July 4, 2025, the U.S. enacted H.R.1 – One Big Beautiful Bill Act (the “Act”). The Act contains numerous income tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and modifications to the international tax framework. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. For the nine months ended September 30, 2025, the impact of the Act on our condensed consolidated financial statements was not material.

13.    Benefit Plans

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

			Three months ended									Nine months ended
In millions			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
Service cost			$	0.3		$	0.4					$	0.9		$	1.2
Interest cost			1.0			1.0						3.0			3.0
Expected return on plan assets			(0.2)			(0.1)						(0.6)			(0.3)
Net periodic benefit expense			$	1.1		$	1.3					$	3.3		$	3.9

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

14.    Shareholders’ Equity

Share repurchases

In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million. The authorization expires on December 31, 2025. During the nine months ended September 30, 2025, we repurchased 1.8 million of our ordinary shares for $175.0 million. As of September 30, 2025, we had $275.0 million available for share repurchases under this authorization.

Dividends payable

On September 22, 2025, the Board of Directors declared a quarterly cash dividend of $0.25 per share, payable on November 7, 2025 to shareholders of record at the close of business on October 24, 2025. As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $41.0 million at September 30, 2025, compared to $41.2 million at December 31, 2024.

15.    Segment Information

We are comprised of three reportable segments: Flow, Water Solutions and Pool. We evaluate performance based on net sales and reportable segment income and use certain ratios, particularly return on sales, to measure performance of our reportable segments. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Reportable segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items. “Corporate and other” activity primarily consists of corporate expenses not allocated to the segments, including executive office, board of directors, and centrally managed corporate functional or shared service costs related to finance, human resources, communications and corporate development. These activities do not meet the criteria for a stand-alone reportable segment under accounting standards codification (“ASC”) 280.

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Notes to condensed consolidated financial statements (unaudited)

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

			September 30, 2025			December 31, 2024
In millions			Identifiable assets (1)
Flow			$	2,005.3		$	1,590.7
Water Solutions			2,574.5			2,613.5
Pool			1,749.8			1,801.3
Reportable segment total			6,329.6			6,005.5
Corporate and other			430.0			441.0
Consolidated			$	6,759.6		$	6,446.5

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

			Three months ended									Nine months ended
			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
In millions			Capital expenditures
Flow			$	4.9		$	4.4					$	11.8		$	11.6
Water Solutions			4.0			3.7						9.7			18.6
Pool			8.0			3.9						18.2			12.1
Reportable segment total			16.9			12.0						39.7			42.3
Corporate and other			0.5			3.4						5.4			9.4
Consolidated			$	17.4		$	15.4					$	45.1		$	51.7

			Three months ended									Nine months ended
			September 30, 2025			September 30, 2024						September 30, 2025			September 30, 2024
In millions			Depreciation
Flow			$	5.2		$	5.4					$	15.6		$	16.2
Water Solutions			3.9			4.1						11.9			12.9
Pool			4.1			3.5						10.8			9.8
Reportable segment total			13.2			13.0						38.3			38.9
Corporate and other			2.1			1.9						6.4			6.4
Consolidated			$	15.3		$	14.9					$	44.7		$	45.3

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Notes to condensed consolidated financial statements (unaudited)

Three months ended September 30, 2025
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	394.0		$	273.3		$	354.3		$	1,021.6
Reconciliation of consolidated net sales
Corporate and other												0.4
Total consolidated net sales												$	1,022.0
Cost of goods sold (1)(3)			(240.7)			(165.9)			(195.5)
Operating expenses (1)(2)(3)			(58.0)			(39.0)			(42.6)
Reportable segment income			$	95.3		$	68.4		$	116.2		$	279.9
Corporate and other												(17.3)
Restructuring and other												(0.2)
Transformation costs												(10.8)
Asset impairment and write-offs												(1.5)
Deal-related costs and expenses												(4.1)
Intangible amortization												(13.9)
Interest expense, net												(14.4)
Other expense												(1.0)
Income from continuing operations before income taxes												$	216.7

Three months ended September 30, 2024
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	372.2		$	289.5		$	331.4		$	993.1
Reconciliation of consolidated net sales
Corporate and other												0.3
Total consolidated net sales												$	993.4
Cost of goods sold (1)(3)			(235.0)			(180.8)			(181.4)
Operating expenses (1)(2)(3)			(54.4)			(44.3)			(37.3)
Reportable segment income			$	82.8		$	64.4		$	112.7		$	259.9
Corporate and other												(20.7)
Restructuring and other												(23.4)
Transformation costs												(12.6)
Asset impairment and write-offs												(8.5)
Legal accrual adjustments and settlements												(0.7)
Intangible amortization												(13.5)
Interest expense, net												(19.8)
Other expense												(0.5)
Income from continuing operations before income taxes												$	160.2

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Notes to condensed consolidated financial statements (unaudited)

Nine months ended September 30, 2025
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	1,159.2		$	829.8		$	1,165.4		$	3,154.4
Reconciliation of consolidated net sales
Corporate and other												1.1
Total consolidated net sales												$	3,155.5
Cost of goods sold (1)(3)			(715.8)			(507.5)			(638.3)
Operating expenses (1)(2)(3)			(171.4)			(123.0)			(132.2)
Reportable segment income			$	272.0		$	199.3		$	394.9		$	866.2
Corporate and other												(64.4)
Restructuring and other												(21.1)
Transformation costs												(32.4)
Asset impairment and write-offs												(48.5)
Loss on sale of business												(26.3)
Deal-related costs and expenses												(4.1)
Intangible amortization												(42.4)
Interest expense, net												(52.0)
Other expense												(2.9)
Income from continuing operations before income taxes												$	572.1

Nine months ended September 30, 2024
In millions			Flow			Water Solutions			Pool			Total
Net sales			$	1,153.3		$	873.1		$	1,082.4		$	3,108.8
Reconciliation of consolidated net sales
Corporate and other												1.1
Total consolidated net sales												$	3,109.9
Cost of goods sold (1)(3)			(732.1)			(547.1)			(604.4)
Operating expenses (1)(2)(3)			(176.7)			(133.1)			(120.9)
Reportable segment income			$	244.5		$	192.9		$	357.1		$	794.5
Corporate and other												(66.6)
Restructuring and other												(33.9)
Transformation costs												(41.4)
Asset impairment and write-offs												(9.3)
Legal accrual adjustments and settlements												7.5
Intangible amortization												(40.4)
Interest expense, net												(73.4)
Other expense												(2.5)
Income from continuing operations before income taxes												$	534.5

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

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

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

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Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

16.    Commitments and Contingencies

Warranties

We provide service and warranty policies on our products. Liability under service and warranty policies is based upon a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience warrant.

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

In millions			September 30, 2025
Beginning balance			$	67.2
Service and product warranty provision			34.4
Payments			(33.3)
Foreign currency translation			0.8
Ending balance			$	69.1

Stand-by letters of credit, bank guarantees and bonds

In the ordinary course of business, we are required to commit to bonds, letters of credit and bank guarantees that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in process and in our backlog. In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.

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

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements

This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024. All forward-looking statements speak only as of the date of this report. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this report.

Overview

The terms “us,” “we,” “our” or “Pentair” refer to Pentair plc and its consolidated subsidiaries. At Pentair, we believe the health of our world depends on reliable access to clean water. We deliver a comprehensive range of smart, sustainable water solutions to homes, businesses and industries around the world. Our industry-leading and proven portfolio of solutions enables our customers to access clean, safe water; reduce water consumption; and recover and reuse water. Whether it’s moving, improving or helping people enjoy water, we help manage life’s most essential resource. We are comprised of three reportable segments: Flow, Water Solutions and Pool. For the first nine months of 2025, the Flow, Water Solutions and Pool reportable segments represented approximately 37%, 26% and 37% of total consolidated net sales, respectively. We classify our operations into reportable segments based primarily on types of products offered and markets served:

•Flow — The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value. This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, specialty insertion valves, line stop fittings and installation equipment, water disposal pumps, water supply pumps, fluid transfer pumps, turbine pumps, solid handling pumps and agricultural spray nozzles, while serving the global residential, commercial and industrial markets. These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.

•Water Solutions — The focus of this segment is to provide great-tasting, higher-quality water and ice while helping people use water more productively. This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, and point-of-entry and point-of-use water treatment systems. These water treatment products and systems are used in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations.

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•Pool — The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water. This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, automatic cleaners, maintenance equipment and pool accessories. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.

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

On December 2, 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”) for $116.0 million in cash, net of cash acquired and subject to customary adjustments. The net purchase price is comprised of an upfront cash payment of $108.0 million, subject to customary adjustments, and the estimated fair value at the acquisition date of a contingent earn-out liability based upon the achievement of certain defined operating results in the two years following the acquisition. G & F Manufacturing manufactures and services pool heat pumps.

Key trends and uncertainties regarding our existing business

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

•We have a Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes. During 2024 and the first nine months of 2025, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operations excellence and organizational effectiveness. We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to continue to incur transformation costs throughout the remainder of 2025 and beyond.

•During 2024 and the first nine months of 2025, we implemented 80/20 guiding principles to enable our Transformation Program. This 80/20 analysis is expected to create value by focusing on key customers and products through quadrant-based strategies. We expect the analysis to result in actions to improve operating performance by driving growth with our highest value customers, reducing lower margin sales and removing complexity in the future.

•During 2024 and the first nine months of 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect these actions to continue throughout the remainder of 2025 and to drive margin growth.

•During 2024 and the first nine months of 2025, we experienced inflationary cost increases for certain raw materials as well as logistics and transportation costs. The ongoing volatile market for commodities has the potential to continue to drive price increases in our supply chain. In addition, the current U.S. administration has implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs. We expect these actions and reactionary tariff adjustments by other countries to continue to impact our business and contribute to inflationary cost increases. As a result, we have taken actions to mitigate the impact of tariffs such as pricing increases, inventory pre-buys and supply chain optimization actions, which may continue going forward. In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases. We anticipate supply chain pressures as well as inflationary cost increases due to these tariffs and any resulting impact on macroeconomic conditions and our business to continue throughout the remainder of 2025.

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

•We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. 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.

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In 2025, our operating objectives focus on delivering our core and building our future. 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.

CONSOLIDATED RESULTS OF OPERATIONS

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

			Three months ended
In millions			September 30, 2025			September 30, 2024			$  Change			% / Point  Change
Net sales			$	1,022.0		$	993.4		$	28.6		2.9		%
Cost of goods sold			603.4			600.2			3.2			0.5		%
Gross profit			418.6			393.2			25.4			6.5		%
% of net sales			41.0		%	39.6		%				1.4		pts
Selling, general and administrative			162.2			190.4			(28.2)			(14.8)		%
% of net sales			15.9		%	19.2		%				(3.3)		pts
Research and development			24.7			22.9			1.8			7.9		%
% of net sales			2.4		%	2.3		%				0.1		pts
Operating income			231.7			179.9			51.8			28.8		%
% of net sales			22.7		%	18.1		%				4.6		pts
Other expense (income)			0.6			(0.1)			0.7			N.M.
Net interest expense			14.4			19.8			(5.4)			(27.3)		%
Income from continuing operations before income taxes			216.7			160.2			56.5			35.3		%
Provision for income taxes			32.4			20.6			11.8			57.3		%
Effective tax rate			15.0		%	12.9		%				2.1		pts

N.M. = Not Meaningful

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

			Nine months ended
In millions			September 30, 2025			September 30, 2024			$  Change			% / Point  Change
Net sales			$	3,155.5		$	3,109.9		$	45.6		1.5		%
Cost of goods sold			1,877.0			1,888.7			(11.7)			(0.6)		%
Gross profit			1,278.5			1,221.2			57.3			4.7		%
% of net sales			40.5		%	39.3		%				1.2		pts
Selling, general and administrative expenses			552.6			540.7			11.9			2.2		%
% of net sales			17.5		%	17.4		%				0.1		pts
Research and development expenses			73.4			71.8			1.6			2.2		%
% of net sales			2.3		%	2.3		%				—		pts
Operating income			652.5			608.7			43.8			7.2		%
% of net sales			20.7		%	19.6		%				1.1		pts
Loss on sale of business			26.3			—			26.3			N.M.
Other expense			2.1			0.8			1.3			N.M.
Net interest expense			52.0			73.4			(21.4)			(29.2)		%
Income from continuing operations before income taxes			572.1			534.5			37.6			7.0		%
Provision for income taxes			84.4			75.3			9.1			12.1		%
Effective tax rate			14.8		%	14.1		%				0.7		pts

N.M. = Not Meaningful

Net sales

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

			Three months ended September 30, 2025			Nine months ended September 30, 2025
			over the prior year period			over the prior year period
Volume			(0.5)		%	(2.1)		%
Price			3.8			3.4
Core growth			3.3			1.3
Acquisition/Divestitures			(1.4)			(0.1)
Currency			1.0			0.3
Total			2.9		%	1.5		%

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

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

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

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

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

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These increases were partially offset by:

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

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

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

Gross profit

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

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

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

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

These increases were partially offset by:

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

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

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

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

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

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

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

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

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

This increase was partially offset by:

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

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

Net interest expense

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

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

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

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Provision for income taxes

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

•the unfavorable mix of global earnings; and

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

SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of our three reportable segments (Flow, Water Solutions and Pool). Each of these segments comprises various product offerings that serve multiple end users.

We evaluate performance based on net sales and reportable segment income (“segment income”) and use certain ratios, particularly return on sales, to measure performance of our reportable segments. Segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.

Flow

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

			Three months ended															Nine months ended
In millions			September 30, 2025			September 30, 2024						% / Point Change						September 30, 2025			September 30, 2024						% / Point Change
Net sales			$	394.0		$	372.2					5.9%						$	1,159.2		$	1,153.3					0.5%
Segment income			95.3			82.8						15.1%						272.0			244.5						11.2%
% of net sales			24.2		%	22.2		%				2.0		pts				23.5		%	21.2		%				2.3		pts

Net sales

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

			Three months ended September 30, 2025			Nine months ended September 30, 2025
			over the prior year period			over the prior year period
Volume			0.4		%	(3.1)		%
Price			3.2			2.8
Core growth			3.6			(0.3)
Acquisition/Divestiture			0.4			0.1
Currency			1.9			0.7
Total			5.9		%	0.5		%

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

•increased selling prices to mitigate inflationary cost increases;

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

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

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

These increases were partially offset by:

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

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Segment income

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

			Three months ended September 30, 2025			Nine months ended September 30, 2025
			over the prior year period			over the prior year period
Volume/Price/Acquisition/Divestiture			3.7		pts	3.0		pts
Currency			—			0.1
Inflation			(3.8)			(3.0)
Productivity			2.1			2.2
Total			2.0		pts	2.3		pts

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

•increased selling prices to mitigate impacts of inflation; and

•increased productivity mainly driven by transformation initiatives.

These increases were partially offset by:

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

Water Solutions

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

			Three months ended															Nine months ended
In millions			September 30, 2025			September 30, 2024						% / Point Change						September 30, 2025			September 30, 2024						% / Point Change
Net sales			$	273.3		$	289.5					(5.6)%						$	829.8		$	873.1					(5.0)%
Segment income			68.4			64.4						6.2%						199.3			192.9						3.3%
% of net sales			25.0		%	22.2		%				2.8		pts				24.0		%	22.1		%				1.9		pts

Net sales

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

			Three months ended September 30, 2025			Nine months ended September 30, 2025
			over the prior year period			over the prior year period
Volume			(4.6)		%	(5.6)		%
Price			5.1			3.3
Core growth			0.5			(2.3)
Acquisition/Divestiture			(6.8)			(3.0)
Currency			0.7			0.3
Total			(5.6)		%	(5.0)		%

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

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

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

These decreases were partially offset by:

•increased selling prices to mitigate inflationary cost increases; and

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

Segment income

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

			Three months ended September 30, 2025			Nine months ended September 30, 2025
			over the prior year period			over the prior year period
Volume/Price/Acquisition/Divestiture			4.3		pts	2.4		pts
Currency			0.2			0.1
Inflation			(4.2)			(3.4)
Productivity			2.5			2.8
Total			2.8		pts	1.9		pts

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

•increased selling prices to mitigate impacts of inflation; and

•increased productivity mainly driven by transformation initiatives.

This increases were partially offset by:

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

Pool

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

			Three months ended															Nine months ended
In millions			September 30, 2025			September 30, 2024						% / Point Change						September 30, 2025			September 30, 2024						% / Point Change
Net sales			$	354.3		$	331.4					6.9%						$	1,165.4		$	1,082.4					7.7%
Segment income			116.2			112.7						3.1%						394.9			357.1						10.6%
% of net sales			32.8		%	34.0		%				(1.2)		pts				33.9		%	33.0		%				0.9		pts

Net sales

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

			Three months ended September 30, 2025			Nine months ended September 30, 2025
			over the prior year period			over the prior year period
Volume			2.4		%	1.7		%
Price			3.2			4.0
Core growth			5.6			5.7
Acquisition/Divestiture			1.3			1.9
Currency			—			0.1
Total			6.9		%	7.7		%

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

•increased selling prices to mitigate inflationary cost increases;

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

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

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Segment income

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

			Three months ended September 30, 2025			Nine months ended September 30, 2025
			over the prior year period			over the prior year period
Volume/Price/Acquisition/Divestiture			4.2		pts	3.4		pts
Currency			(0.1)			0.1
Inflation			(3.1)			(2.6)
Productivity			(2.2)			—
Total			(1.2)		pts	0.9		pts

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

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

•decreased productivity due to investments in growth initiatives.

This decrease was partially offset by:

•increased selling prices to mitigate impacts of inflation.

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

•increased selling prices to mitigate impacts of inflation.

This increase was partially offset by:

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

LIQUIDITY AND CAPITAL RESOURCES

We generally fund cash requirements for working capital, capital expenditures, equity investments, acquisitions, debt repayments, dividend payments and share repurchases from cash generated from operations, availability under existing committed revolving credit facilities and in certain instances, public and private debt and equity offerings. Our primary revolving credit facility has generally been adequate for these purposes, although we have negotiated additional credit facilities or completed debt and equity offerings as needed to allow us to complete acquisitions.

We experience seasonal cash flows primarily due to seasonal demand in a number of markets. 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 as the seasonality of our businesses peaked and generated significant cash to fund our operations. We continued to generate significant cash to fund our operations in the third quarter of 2025.

End-user demand for pool equipment in the Pool segment, water solution products in the Water Solutions segment, and residential water supply and agricultural products within the Flow segment follows warm weather trends, with seasonal highs ranging from April to September. The magnitude of the sales spike has historically been partially mitigated by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by weather patterns, particularly by temperature, heavy flooding and droughts.

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. We believe our existing liquidity position, coupled with our currently anticipated operating cash flows, will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months.

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Summary of cash flows

			Nine months ended
In millions			September 30, 2025			September 30, 2024
Net cash provided by (used for):
Operating activities of continuing operations			$	764.0		$	680.4
Investing activities			(354.3)			(68.2)
Financing activities			(370.8)			(560.0)

Operating activities

Net cash provided by operating activities of continuing operations in the first nine months of 2025 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation, loss on sale of business, deferred income taxes and asset impairment, of $697.7 million. Additionally, we had a cash inflow of $57.8 million as a result of changes in net working capital, primarily due to decreased accounts receivable and increased accounts payable balances. The decrease in accounts receivable was attributed to an increase in cash collections during the period. The increased accounts payable balance was primarily due to the general timing of vendor payments during the first nine months of 2025.

Net cash provided by operating activities of continuing operations in the first nine months of 2024 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation and asset impairment, of $580.5 million. Additionally, we had a cash inflow of $80.9 million as a result of changes in net working capital, primarily due to lower inventory and accounts receivable balances. These decreases were primarily related to supply chain efficiencies and improved lead times.

Investing activities

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

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

Financing activities

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

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

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Free cash flow

In addition to measuring our cash flow generation or usage based upon operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure our free cash flow. We have a long-term goal to consistently generate free cash flow that is equal to 100 percent conversion of net income. Free cash flow is a non-U.S. GAAP financial measure that we use to assess our cash flow performance. We believe free cash flow is an important measure of liquidity because it provides us and our investors a measurement of cash generated from operations that is available to pay dividends, repurchase shares and repay debt. 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.

The following table is a reconciliation of free cash flow:

									Nine months ended
In millions												September 30, 2025			September 30, 2024
Net cash provided by operating activities of continuing operations												$	764.0		$	680.4
Capital expenditures of continuing operations												(45.1)			(51.7)
Proceeds from sale of property and equipment of continuing operations												0.1			0.4
Free cash flow from continuing operations												719.0			629.1
Net cash used for operating activities of discontinued operations												—			(0.2)
Free cash flow												$	719.0		$	628.9

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

As of September 30, 2025, total availability under the Senior Credit Facility was $680.0 million. In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.

In addition, Pentair and PFSA are parties to a senior unsecured term loan facility (the “Term Loan Facility”), with PFSA, as borrower, Pentair, as guarantor, providing for an aggregate principal amount of $1.0 billion. The Term Loan Facility has a maturity date of July 28, 2027, with required quarterly installment payments of $6.3 million which began on the last day of the third quarter of 2023 and increased to $12.5 million on the last day of the third quarter of 2024. During 2024, PFSA repaid the remaining $162.5 million of quarterly installments on the Term Loan Facility, such that PFSA is not required to make any further quarterly installment payments. As of September 30, 2025, the remaining obligation of $575.0 million matures on July 28, 2027. The Term Loan Facility bears interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, or adjusted daily simple secured overnight financing rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.

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

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Loan Facility provide for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.

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

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

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

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 nine months ended September 30, 2025, we repurchased 1.8 million of our ordinary shares for $175.0 million. As of September 30, 2025, we had $275.0 million available for share repurchases under this authorization.

Dividends payable

On September 22, 2025, the Board of Directors declared a quarterly cash dividend of $0.25 per share, payable on November 7, 2025 to shareholders of record at the close of business on October 24, 2025. As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $41.0 million at September 30, 2025, compared to $41.2 million at December 31, 2024.

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

Under Irish law, the payment of future cash dividends and repurchases of shares may be paid only out of Pentair plc’s “distributable reserves” on its statutory balance sheet. Pentair plc is not permitted to pay dividends out of share capital, which includes share premiums. 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. generally accepted accounting principles (“GAAP”) reported amount (e.g., retained earnings). Our distributable reserve balance was $6.8 billion as of December 31, 2024.

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.

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 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. 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. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer. If such subsidiaries are unable to transfer funds to the Parent Company Guarantor or the Subsidiary Issuer and sufficient cash or liquidity is not otherwise available, the Parent Company Guarantor or the Subsidiary Issuer may not be able to make principal and interest payments on their outstanding debt, including the senior notes or the guarantees.

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

In millions			September 30, 2025			December 31, 2024
									Current assets (1)			$	25.7		$	1.3
Noncurrent assets (2)			2,843.0			2,551.7
Current liabilities (3)			2,563.4			1,893.1
Noncurrent liabilities (4)			1,866.5			1,828.6
(1) No assets due from non-guarantor subsidiaries were included as of September 30, 2025 and December 31, 2024, respectively.
(2) Includes assets due from non-guarantor subsidiaries of $2,843.0 million and $2,547.3 million as of September 30, 2025 and December 31, 2024, respectively.
(3) Includes liabilities due to non-guarantor subsidiaries of $2,505.3 million and $1,843.0 million as of September 30, 2025 and December 31, 2024, respectively.
(4) Includes liabilities due to non-guarantor subsidiaries of $169.9 million and $151.5 million as of September 30, 2025 and December 31, 2024, respectively.

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

CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our Annual Report on Form 10-K for the year ended December 31, 2024, we identified the critical accounting policies that affect our more significant estimates and assumptions used in preparing our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the quarter ended September 30, 2025. For additional information refer to Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.

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ITEM 4.    CONTROLS AND PROCEDURES

(a)    Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter ended September 30, 2025 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the quarter ended September 30, 2025 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

(b)    Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During 2024, we began a multi-year implementation of our new global enterprise resource planning (“ERP”) system. Ultimately, this ERP system will modernize several of our existing operating and transactional financial systems. We believe this implementation will enhance our internal control over financial reporting due to improved operational functionality and further integration of related processes. As a result of this ERP implementation process, we have automated, modified or implemented certain internal controls as appropriate. We will continue to monitor our internal control over financial reporting for effectiveness throughout the remainder of this implementation.

PART II OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

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, customers, authorities 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.

ITEM 1A.    RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024.

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ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to purchases we made of our ordinary shares during the third quarter of 2025:

			(a)			(b)			(c)			(d)
Period			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
July 1 - July 26			107			$	103.64		—			$	325,002,438
July 27 - August 23			393,353			104.47			387,858			284,502,994
August 24 - September 30			88,213			108.70			87,407			275,002,489
Total			481,673						475,265

(a)The purchases in this column include 107 shares for the period July 1 - July 26, 5,495 shares for the period July 27 - August 23 and 806 shares for the period August 24 - September 30 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.

(b)The average price paid in this column includes shares deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price for the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted and performance shares.

(c)The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our ordinary shares up to the maximum dollar limit authorized by the Board of Directors, discussed below.

(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 September 30, 2025, we had $275.0 million remaining availability for repurchases under this authorization. From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.

ITEM 5.    OTHER INFORMATION

(c)During the third quarter of 2025, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K), except as set forth in the table below.

(a)

(b)

Name and Title

Action Taken

Date

Type of Trading Arrangement

Duration of Trading Arrangement

Aggregate Number of Shares to be Sold

Philip M. Rolchigo, Ph.D., EVP and Chief Technology Officer

Adoption

08/04/2025

Rule 10b5-1 trading arrangement

02/27/2026

Up to 6,493 shares issuable upon the exercise of options to acquire shares pursuant to the trading arrangement

(a)    Each trading arrangement marked as a Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c).

(b)    Each trading arrangement permits transactions through and including the earlier to occur of the completion of all sales under the trading arrangement or the date listed in the table.

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ITEM 6.     EXHIBITS

The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

Exhibit Index to Form 10-Q for the Period Ended September 30, 2025

10.1						Form of Key Executive Employment and Severance Agreement for Lance Bonner.
22						List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
31.1						Certification of Chief Executive Officer.
31.2						Certification of Chief Financial Officer.
32.1						Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following materials from Pentair plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, (ii) the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, (iv) the Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and 2024, (v) Notes to Condensed Consolidated Financial Statements, and (vi) the information included in Part II, Item 5(c). The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 21, 2025.

			Pentair plc
			Registrant
			By			/s/ Robert P. Fishman
						Robert P. Fishman
						Executive Vice President and Chief Financial Officer
			By			/s/ Jennifer M. Hensley
						Jennifer M. Hensley
						Senior Vice President, Chief Accounting Officer and Controller

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