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Pentair (NYSE: PNR) EVP receives stock award, shares withheld for tax

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PENTAIR plc executive Tanya L. Hooper reported equity compensation activity involving company common shares. On February 23, 2026, she acquired 11,027 common shares at $0.00 per share through the settlement of performance share units earned for a performance period that ended on December 31, 2025, after the Compensation Committee certified performance.

On the same date, 3,744 common shares were disposed of at $101.66 per share to cover taxes related to this settlement, described as shares surrendered to pay applicable taxes. After these transactions, she directly owned 18,473.8009 common shares, and her end-of-period restricted stock unit holdings totaled 24,047.0990.

Positive

  • None.

Negative

  • None.
Insider Hooper Tanya L
Role EVP & Chief HR Officer
Type Security Shares Price Value
Grant/Award Common Shares 11,027 $0.00 --
Tax Withholding Common Shares 3,744 $101.66 $381K
holding Common Shares - Restricted Stock Units -- -- --
Holdings After Transaction: Common Shares — 22,217.801 shares (Direct); Common Shares - Restricted Stock Units — 24,047.099 shares (Direct)
Footnotes (1)
  1. Reflects the settlement of performance share units in shares earned for the performance period ended December 31, 2025. The Compensation Committee certified the achievement of the performance goals on February 23, 2026. End-of-period holdings include monthly purchases under the ESPP in exempt transactions pursuant to Rule 16b-3(c). Shares surrendered to pay taxes applicable to settlement of performance share units. End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).
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Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Hooper Tanya L
(Last) (First) (Middle)
5500 WAYZATA BLVD.
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)
EVP & Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
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 02/23/2026 A(1) 11,027 A $0 22,217.8009(2) D
Common Shares 02/23/2026 F(3) 3,744 D $101.66 18,473.8009(2) D
Common Shares - Restricted Stock Units 24,047.099(4) 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. Reflects the settlement of performance share units in shares earned for the performance period ended December 31, 2025. The Compensation Committee certified the achievement of the performance goals on February 23, 2026.
2. End-of-period holdings include monthly purchases under the ESPP in exempt transactions pursuant to Rule 16b-3(c).
3. Shares surrendered to pay taxes applicable to settlement of performance share units.
4. End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).
/s/ John K. Wilson, Attorney-in-Fact for Tanya L. Hooper 02/25/2026
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Pentair (PNR) EVP Tanya L. Hooper report in this Form 4 filing?

Tanya L. Hooper reported an equity award and related tax withholding transactions involving Pentair common shares. She received shares from performance share units and surrendered a portion of shares to cover taxes, resulting in updated direct and restricted stock unit holdings disclosed in the filing.

How many Pentair (PNR) shares did Tanya L. Hooper acquire in the reported transaction?

She acquired 11,027 Pentair common shares at $0.00 per share through settlement of performance share units. These units were earned for a performance period ending December 31, 2025, after the Compensation Committee certified achievement of the applicable performance goals on February 23, 2026.

Why were 3,744 Pentair (PNR) shares disposed of in Tanya L. Hooper’s Form 4?

The 3,744 Pentair common shares were surrendered at $101.66 per share to pay taxes associated with the settlement of performance share units. This is characterized as a tax-withholding disposition, not an open-market sale, and is tied directly to the equity award settlement event.

What are Tanya L. Hooper’s Pentair (PNR) direct common share holdings after these transactions?

Following the reported transactions, Tanya L. Hooper directly held 18,473.8009 Pentair common shares. This figure reflects both the receipt of 11,027 shares from performance share unit settlement and the surrender of 3,744 shares to cover related tax obligations on February 23, 2026.