Pentair (PNR) SVP uses share surrender to cover RSU tax bill

Rhea-AI Filing Summary

PENTAIR plc senior vice president and chief accounting officer Jennifer M. Hensley reported tax-related share dispositions tied to restricted stock unit vesting. On the transaction date, she surrendered 171 and 112 common shares at $98.12 per share to cover tax obligations. Footnotes explain that end-of-period holdings reflect previously reported RSU vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hensley Jennifer M

(Last) (First) (Middle)

5500 WAYZATA BOULEVARD

SUITE 900

(Street)

GOLDEN VALLEY MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PENTAIR plc [ PNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CAO & Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/01/2026		F(1)		171	D	$98.12	2,606.7285(2)	D
Common Shares	03/01/2026		F(1)		112	D	$98.12	2,820.7285(2)	D
Common Shares - Restricted Stock Units								2,886.903(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares surrendered to pay taxes applicable to vesting of restricted stock units.

2. End-of-period holdings reflect the vesting of restricted stock units that were previously reported.

	/s/ John K. Wilson, Attorney-in-Fact for Jennifer M. Hensley	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did PENTAIR (PNR) report for Jennifer M. Hensley?

Jennifer M. Hensley reported share dispositions for tax withholding. She surrendered blocks of 171 and 112 Pentair common shares to satisfy taxes due upon vesting of restricted stock units, rather than executing an open-market sale.

How many PENTAIR (PNR) shares were surrendered for taxes in this filing?

A total of 283 common shares were surrendered for taxes. The filing shows two tax-withholding dispositions of 171 and 112 Pentair common shares at $98.12 per share, connected to the vesting of previously granted restricted stock units.

Was the PENTAIR (PNR) insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Form 4 code F and footnotes specify that shares were surrendered to pay taxes due on restricted stock unit vesting, rather than sold voluntarily in the market.

What role does Jennifer M. Hensley hold at PENTAIR (PNR)?

Jennifer M. Hensley serves as SVP, CAO & Controller. As a senior vice president and chief accounting officer, she is an executive officer, which requires reporting changes in her Pentair share ownership on Form 4, including tax-withholding transactions tied to equity awards.

What do the footnotes in this PENTAIR (PNR) Form 4 explain?

The footnotes clarify the nature of the dispositions and holdings. They state that shares were surrendered to pay taxes from restricted stock unit vesting, and that end-of-period holdings incorporate vesting of RSUs that had been previously reported in earlier disclosures.