Pentair (NYSE: PNR) SVP reports stock award and tax share surrender

Rhea-AI Filing Summary

PENTAIR plc senior executive Jennifer M. Hensley reported equity compensation activity involving company common shares. On February 23, 2026, she acquired 997 common shares at $0.00 per share as a grant/award, reflecting settlement of performance share units earned for the performance period ended December 31, 2025. The Compensation Committee certified achievement of the applicable performance goals on that date.

To cover taxes due on this settlement, 399 common shares were surrendered at a price of $101.66 per share as a tax-withholding disposition. After these transactions, she directly held 2,308.7285 common shares, plus 3,680.94 common-share-equivalent restricted stock units. She also indirectly held 271.008 common shares through an ESOP account managed by a plan agent, which includes prior ESPP and dividend reinvestment activity.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Hensley Jennifer M

Role SVP, CAO & Controller

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	997	$0.00	--
Tax Withholding	Common Shares	399	$101.66	$41K
holding	Common Shares - Restricted Stock Units	--	--	--
holding	Common Shares - ESOP	--	--	--

Holdings After Transaction: Common Shares — 2,707.729 shares (Direct); Common Shares - Restricted Stock Units — 3,680.94 shares (Direct); Common Shares - ESOP — 271.008 shares (Indirect, Plan Agent)

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). 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). Shares surrendered to pay taxes applicable to settlement of performance share units.

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^*

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)
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)		997	A	$0	2,707.7285(2)(3)	D
Common Shares	02/23/2026		F(4)		399	D	$101.66	2,308.7285(2)(3)	D
Common Shares - Restricted Stock Units								3,680.94(3)	D
Common Shares - ESOP								271.008(3)	I	Plan Agent

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. 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).

4. Shares surrendered to pay taxes applicable to settlement of performance share units.

	/s/ John K. Wilson, Attorney-in-Fact for Jennifer M. Hensley	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.

FAQ

What equity transactions did PENTAIR (PNR) executive Jennifer M. Hensley report?

Jennifer M. Hensley reported settlement of performance-based equity plus related tax withholding. She received 997 common shares at no cost from performance share units, and 399 shares were surrendered at $101.66 each to satisfy tax obligations tied to that settlement.

How many PENTAIR (PNR) shares did Jennifer M. Hensley acquire through awards?

She acquired 997 PENTAIR common shares as a grant or award. These shares came from performance share units earned for a performance period ending December 31, 2025, after the Compensation Committee certified that the performance goals were achieved on February 23, 2026.

Why were 399 PENTAIR (PNR) shares surrendered in Jennifer M. Hensley’s Form 4?

The 399 PENTAIR shares were surrendered to cover tax liabilities on the performance share unit settlement. They were valued at $101.66 per share and classified as a tax-withholding disposition, rather than an open-market sale, under the applicable executive compensation and tax rules.

What are Jennifer M. Hensley’s direct PENTAIR (PNR) share holdings after these transactions?

After the reported transactions, she directly held 2,308.7285 PENTAIR common shares. In addition, she held 3,680.94 restricted stock units tied to common shares, which represent future share delivery rights subject to applicable vesting and settlement conditions under company equity plans.

What indirect PENTAIR (PNR) holdings does Jennifer M. Hensley report through plans?

She reported 271.008 PENTAIR common shares held indirectly through an ESOP account overseen by a plan agent. End-of-period holdings also reflect shares accumulated via the employee stock purchase plan and dividend reinvestment, both treated as exempt transactions under Section 16 rules.