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OR 

Commission file number: 001-11625

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

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

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. 

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.

 

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

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:

Vertical market net sales information was as follows:

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.

Contract assets and liabilities consisted of the following:

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.

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

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:

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.

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: 

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

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: 

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

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: 

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

Identifiable intangible assets consisted of the following:

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:

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

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.

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

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.

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.

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.

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.

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:

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.

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:

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

(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.

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.

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.

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.

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:

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.

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.

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.

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:

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