[8-K] PENTAIR plc Reports Material Event

Rhea-AI Filing Summary

Pentair plc filed an 8-K stating that on October 21, 2025 it issued a press release announcing its third-quarter 2025 earnings and a related conference call. The release, attached as Exhibit 99.1, discusses non-GAAP metrics including core sales, adjusted operating income, adjusted return on sales, adjusted net income from continuing operations, adjusted diluted EPS from continuing operations, and free cash flow, with reconciliations to GAAP. The filing explains how these measures are defined and used in incentive compensation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 21, 2025

Pentair plc

(Exact name of registrant as specified in its charter) 

Ireland			001-11625			98-1141328
(State or other jurisdiction of incorporation or organization)			(Commission File No.)			(I.R.S. Employer Identification No.)

Regal House, 70 London Road, Twickenham, London, TW13QS United Kingdom

         (Address of principal executive offices)        (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). ☐ 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. ¨

ITEM 2.02 Results of Operations and Financial Condition

On October 21, 2025, Pentair plc (the “Company”) issued a press release announcing its earnings for the third quarter of 2025 and a conference call in connection therewith. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This press release refers to certain non-generally accepted accounting principles (“GAAP”) financial measures (core sales, adjusted operating income, adjusted return on sales, adjusted net income from continuing operations, adjusted diluted earnings per share from continuing operations and free cash flow) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company’s financial statements prepared in accordance with GAAP.

The 2025 adjusted operating income, adjusted return on sales, adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations (“EPS”) include equity income of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, asset impairment and write-offs, loss on sale of business, deal-related costs and expenses and certain tax items. The 2024 adjusted operating income, adjusted return on sales, adjusted net income from continuing operations and adjusted diluted EPS include equity income of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, certain legal accrual adjustments and settlements, asset impairment and write-offs, pension and other post-retirement mark-to-market gain, other income and certain tax items.

We use the term “core sales” to refer to GAAP net sales from continuing operations excluding (1) the impact of currency translation and (2) the impact of net sales from acquired businesses recorded prior to the first anniversary of the acquisition, excluding the excess over prior year net sales of the acquired business less the net sales attributable to discontinued or divested businesses/product lines not considered discontinued operations (“acquisition sales”). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term “core sales growth” to refer to the measure of comparing current period core net sales with the corresponding period of the prior year.

Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company’s underlying operations. In addition, adjusted EPS is used as a criterion to measure and pay long-term incentive compensation and adjusted operating income is used as a criterion to measure and pay annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company and its 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 annual incentive compensation. The Company’s measure of free cash flow may not be comparable to similarly titled measures reported by other companies.

ITEM 9.01 Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

Not applicable.

(b)Pro Forma Financial Information

Not applicable.

(c)Shell Company Transactions

Not applicable.

(d)Exhibits

EXHIBIT INDEX

Exhibit						Description
99.1						Pentair plc press release dated October 21, 2025 announcing earnings for the third quarter of 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

FAQ

What did Pentair (PNR) announce in this 8-K?

Pentair announced its third-quarter 2025 earnings via a press release on October 21, 2025, and noted a related conference call.

Which non-GAAP measures does Pentair highlight for Q3 2025?

Core sales, adjusted operating income, adjusted return on sales, adjusted net income from continuing operations, adjusted diluted EPS from continuing operations, and free cash flow.

Where can I find Pentair’s Q3 2025 earnings press release?

It is attached as Exhibit 99.1 to the 8-K.

How does Pentair define core sales?

GAAP net sales excluding currency translation and acquisition sales prior to the first anniversary, less net sales from discontinued or divested product lines not treated as discontinued operations.

What adjustments are included in Pentair’s 2025 adjusted EPS and operating metrics?

They include equity income of unconsolidated subsidiaries and exclude intangible amortization, restructuring/transformation costs, asset impairment/write-offs, loss on sale of business, deal-related costs, and certain tax items.

Why does Pentair use free cash flow?

To assess liquidity and cash generated from operations available to pay dividends, repurchase shares, and repay debt; it is also used in annual incentive compensation.