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0000077360false00000773602026-07-282026-07-28

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): July 28, 2026
Pentair_Logo_Color_RGB.jpg
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 July 28, 2026, Pentair plc (the “Company”) issued a press release announcing its earnings for the second quarter of 2026 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 2026 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 and certain tax items. The 2025 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, loss on sale of business, deal-related costs and expenses, pension and other post-retirement mark-to-market loss 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
  
Pentair plc press release dated July 28, 2026 announcing earnings for the second quarter of 2026
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 July 28, 2026.
PENTAIR PLC
Registrant
By /s/ Robert P. Fishman
Robert P. Fishman
Interim Executive Vice President and Chief Financial Officer
By
/s/ Jennifer M. Hensley
Jennifer M. Hensley
Senior Vice President, Chief Accounting Officer and Controller


EX-99.1 2 q22026pressrelease.htm EX-99.1 Document


Exhibit 99.1
pentair_logoxcolorxrgb.jpg                            
News Release
Pentair Reports Second Quarter 2026 Results
•Sales of $933 million, down 17 percent compared to sales for the same period last year driven by Pool channel inventory destock of approximately $170 million as communicated on July 14
•Operating income was $167 million with ROS of 17.9 percent; 25.4 percent on an adjusted basis
•GAAP EPS was $0.80, the same as communicated on July 14, and adjusted EPS was $1.14, slightly higher than communicated on July 14
•The Company’s results include approximately $35 million of International Emergency Economic Powers Act (“IEEPA”) refunds
•Repurchased $150 million of ordinary shares
•The Company updates its full year 2026 GAAP EPS guidance to approximately $3.86 to $4.06, and reaffirms guidance provided on July 14 of EPS on an adjusted basis of approximately $4.60 to $4.80
Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.
LONDON, United Kingdom — July 28, 2026 — Pentair plc (NYSE: PNR), a leader in helping the world sustainably move, improve and enjoy water, life’s most essential resource, today announced second quarter 2026 sales of $933 million. Sales were down 17 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 17 percent in the second quarter. Second quarter 2026 earnings per diluted share from continuing operations (“EPS”) were $0.80 compared to $0.90 in the second quarter of 2025, an 11 percent decrease. On an adjusted basis, the Company reported second quarter 2026 EPS of $1.14 compared to $1.39 in the second quarter of 2025, reflecting an 18 percent decrease. Adjusted operating income, reportable segment income, adjusted net income, free cash flow and adjusted EPS are described in the attached schedules.
John L. Stauch, Pentair’s President and Chief Executive Officer commented, “As shared in the July 14th preannouncement, our results were below expectations due primarily to a larger-than-anticipated inventory correction in the Pool channel. We are confident this is a temporary channel reset rather than a change in the underlying long-term opportunity for the business and are taking swift actions to improve execution, enhance inventory visibility and support healthier order patterns, positioning our Pool business to deliver robust growth in 2027. Importantly, Flow and Water Solutions continued to deliver solid performance and are progressing against their respective growth priorities. We remain focused on executing our clear plan to expand in key growth markets, advance innovation and deliver exceptional customer service to drive long-term profitable growth and shareholder value.”
Second quarter 2026 operating income was $167 million, down 24 percent compared to operating income for the second quarter of 2025, and return on sales (“ROS”) was 17.9 percent, a decrease of 150 basis points when compared to the second quarter of 2025. On an adjusted basis, the Company had adjusted operating income of $237 million for the second quarter of 2026, down 20 percent compared to adjusted operating income for the second quarter of 2025, and ROS was 25.4 percent, a decrease of 100 basis points when compared to the second quarter of 2025.
Flow sales were up 5 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 1 percent in the second quarter. Reportable segment income of $70 million was up 27 percent compared to the second quarter of 2025, and ROS was 26.5 percent, an increase of 470 basis points when compared to the second quarter of 2025.
Water Solutions sales were down 5 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 3 percent in the second quarter. Reportable segment income of $126 million was up 17 percent compared to the second quarter of 2025, and ROS was 30.0 percent, an increase of 560 basis points when compared to the second quarter of 2025.
Pool sales were down 42 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 42 percent in the second quarter. Reportable segment income of $58 million was down 62 percent compared to the second quarter of 2025, and ROS was 23.4 percent, a decrease of 1,230 basis points when compared to
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the second quarter of 2025. Second quarter Pool performance was impacted by a decline in Pool sales largely attributed to a more pronounced inventory realignment with major channel partners than previously estimated and worsening business conditions, including higher interest rates and inflation.
Net cash provided by operating activities was $572 million for the quarter compared to $607 million in the second quarter of 2025. Free cash flow for the quarter was $553 million compared to $596 million in the second quarter of 2025.
SHAREHOLDER RETURNS
Pentair paid a regular cash dividend of $0.27 per share in the second quarter of 2026. In addition, Pentair previously announced on May 4, 2026 that it will pay a regular quarterly cash dividend of $0.27 per share on August 7, 2026 to shareholders of record at the close of business on July 24, 2026. This year marks the 50th consecutive year that Pentair has increased its dividend.
During the second quarter, the Company repurchased 2.0 million shares for $150 million. As of June 30, 2026, we had $650.0 million available for share repurchases under our share repurchase authorization.
OUTLOOK
Mr. Stauch concluded, “Our full year outlook includes the previously communicated channel inventory reset within the Pool segment, while Flow and Water Solutions remain in line with expectations. We are confident we are taking the right steps to position the business to deliver significant sales and EPS growth in 2027.”
The Company updates its estimated 2026 GAAP EPS from continuing operations to approximately $3.86 to $4.06, and reaffirms guidance provided on July 14 of estimated EPS on an adjusted basis of approximately $4.60 to $4.80. The Company also reaffirms guidance provided on July 14 of its estimated full year 2026 sales to be down approximately 4 percent to 7 percent on a reported basis. The Company’s full year 2026 guidance includes the right-sizing of channel inventory in preparation for the 2027 pool season. The Company’s full year guidance for 2026 does not include the anticipated acquisition of Taco Group Holdings.
In addition, the Company introduces estimated third quarter 2026 GAAP EPS from continuing operations guidance of approximately $0.97 to $1.00, down approximately 11 percent to 13 percent compared to the prior year period, and adjusted EPS of approximately $1.05 to $1.08, down approximately 13 percent to 15 percent compared to the prior year period. The Company expects third quarter sales to be down approximately 4 percent to 6 percent on a reported basis compared to the third quarter of 2025 as we right-size channel inventory in preparation of the 2027 pool season.
EARNINGS AND TACO GROUP HOLDINGS ACQUISITION CONFERENCE CALL
In a separate press release issued today, Pentair reported it has entered into a definitive agreement to acquire Taco Group Holdings. Pentair President and Chief Executive Officer John L. Stauch and Interim Executive Vice President and Chief Financial Officer Robert P. Fishman will discuss the Company’s second quarter 2026 results and the acquisition of Taco Group Holdings on a conference call with investors at 9:00 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investor Relations section of the Company’s website, www.pentair.com, shortly before the call begins.
Reconciliations of non-GAAP financial measures are set forth in the attachments to this release and in the presentations, each of which can be found on Pentair’s website. The webcast and presentations will be archived at the Company’s website following the conclusion of the event.
SEGMENT REORGANIZATION
Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business. As a result of this reorganization, our legacy residential and irrigation flow business moved from our Flow segment into our Water Solutions segment. The Pool segment remains unchanged. The applicable prior period amounts related to this change have been retrospectively reclassified to conform to the new composition. These changes have no impact on the Company’s historical consolidated financial performance or results of operations.

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CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. All statements made about the anticipated acquisition of Taco Group Holdings (the “Acquisition”) are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include our ability to close and fund the Acquisition on the expected terms and time schedule, including obtaining regulatory approvals and satisfying other closing conditions; our ability to integrate the Acquisition successfully; our ability to retain customers and employees of the acquired business; the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements, including all financial forecasts, speak only as of the date of this release. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this release.
ABOUT PENTAIR PLC
At Pentair, we help the world sustainably move, improve and enjoy water, life’s most essential resource. From our residential and commercial water solutions, to industrial water management and everything in between, Pentair is a core large cap value S&P 500 equity stock focused on smart, sustainable water solutions that help our planet and people thrive.
Pentair had revenue in 2025 of approximately $4.2 billion, and trades under the ticker symbol PNR. With approximately 9,000 global employees serving customers in more than 150 countries, we work to help improve lives and the environment around the world. To learn more, visit www.pentair.com.
PENTAIR CONTACTS                            
Jeff Thompson Rebecca Osborn
Vice President, Investor Relations
Vice President, Communications
Direct: 763-656-5575 Direct: 763-656-5589
Email: jeff.thompson@pentair.com
Email: rebecca.osborn@pentair.com
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Pentair plc and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three months ended Six months ended
In millions, except per-share data June 30,
2026		 June 30,
2025		 June 30,
2026		 June 30,
2025
Net sales $ 932.6  $ 1,123.1  $ 1,969.3  $ 2,133.5 
Cost of goods sold 537.6  666.5  1,140.9  1,273.6 
Gross profit 395.0  456.6  828.4  859.9 
% of net sales 42.4  % 40.7  % 42.1  % 40.3  %
Selling, general and administrative
 204.8  213.8  403.7  390.4 
% of net sales 22.0  % 19.0  % 20.5  % 18.3  %
Research and development
 23.7  25.1  48.2  48.7 
% of net sales 2.5  % 2.2  % 2.4  % 2.3  %
Operating income 166.5  217.7  376.5  420.8 
% of net sales 17.9  % 19.4  % 19.1  % 19.7  %
Other expense
Loss on sale of business
 —  26.3  —  26.3 
Other expense 0.2  1.0  0.7  1.5 
Net interest expense 19.4  17.9  39.5  37.6 
% of net sales 2.1  % 1.6  % 2.0  % 1.8  %
Income from continuing operations before income taxes 146.9  172.5  336.3  355.4 
Provision for income taxes 18.3  24.0  46.9  52.0 
Effective tax rate 12.5  % 13.9  % 13.9  % 14.6  %
Net income from continuing operations 128.6  148.5  289.4  303.4 
Income from discontinued operations, net of tax —  —  11.6  — 
Net income $ 128.6  $ 148.5  $ 301.0  $ 303.4 
Earnings per ordinary share
Basic
Continuing operations $ 0.80  $ 0.90  $ 1.79  $ 1.84 
Discontinued operations —  —  0.07  — 
Basic earnings per ordinary share $ 0.80  $ 0.90  $ 1.86  $ 1.84 
Diluted
Continuing operations $ 0.80  $ 0.90  $ 1.78  $ 1.83 
Discontinued operations —  —  0.07  — 
Diluted earnings per ordinary share $ 0.80  $ 0.90  $ 1.85  $ 1.83 
Weighted average ordinary shares outstanding
Basic 160.8  164.5  161.7  164.7 
Diluted 161.6  165.7  162.6  166.0 
Cash dividends paid per ordinary share $ 0.27  $ 0.25  $ 0.54  $ 0.50 
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Pentair plc and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
  June 30,
2026		 December 31,
2025
In millions
Assets
Current assets
Cash and cash equivalents $ 91.8  $ 101.6 
Accounts receivable, net 482.7  673.2 
Inventories 666.1  632.6 
Other current assets 156.2  134.4 
Total current assets 1,396.8  1,541.8 
Property, plant and equipment, net 380.9  376.8 
Other assets
Goodwill 3,518.3  3,538.1 
Intangibles, net 1,040.6  1,073.3 
Other non-current assets 375.6  338.8 
Total other assets 4,934.5  4,950.2 
Total assets $ 6,712.2  $ 6,868.8 
Liabilities and Equity
Current liabilities
Accounts payable $ 316.6  $ 301.5 
Employee compensation and benefits 96.3  120.1 
Other current liabilities 549.8  537.7 
Total current liabilities 962.7  959.3 
Other liabilities
Long-term debt 1,606.0  1,638.6 
Pension and other post-retirement compensation and benefits 57.4  58.8 
Deferred tax liabilities 44.3  47.5 
Other non-current liabilities 292.5  295.4 
Total liabilities 2,962.9  2,999.6 
Equity 3,749.3  3,869.2 
Total liabilities and equity $ 6,712.2  $ 6,868.8 
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Pentair plc and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
  Six months ended
In millions June 30,
2026		 June 30,
2025
Operating activities
Net income $ 301.0  $ 303.4 
Income from discontinued operations, net of tax (11.6) — 
Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities
Equity income of unconsolidated subsidiaries (1.0) (0.4)
Depreciation 29.4  29.4 
Amortization 31.4  28.5 
Deferred income taxes (2.1) 18.5 
Loss on sale of business
 —  26.3 
Share-based compensation 19.5  21.2 
Asset impairment and write-offs —  47.0 
Changes in assets and liabilities, net of effects of business acquisitions
Accounts receivable 187.0  33.4 
Inventories (36.7) (9.9)
Other current assets (23.9) (27.3)
Accounts payable 18.3  39.4 
Employee compensation and benefits (22.9) (18.9)
Other current liabilities 16.2  66.6 
Other non-current assets and liabilities (0.2) 10.5 
Net cash provided by operating activities 504.4  567.7 
Investing activities
Capital expenditures (37.4) (27.7)
Purchase of investments
 —  (18.0)
Proceeds from sale of property and equipment 0.2  0.1 
Other (1.5) 0.2 
Net cash used for investing activities (38.7) (45.4)
Financing activities
Net repayments of short-term borrowings
 —  (9.2)
Net borrowings of revolving long-term debt
 42.3  9.9 
Proceeds from long-term debt 500.0  — 
Repayments of long-term debt (575.0) (250.0)
Debt issuance costs (1.2) (2.1)
Payment of contingent consideration (3.6) — 
Shares issued to employees, net of shares withheld (8.9) (10.6)
Repurchases of ordinary shares (348.2) (125.0)
Dividends paid (87.5) (82.4)
Net cash used for financing activities (482.1) (469.4)
Effect of exchange rate changes on cash and cash equivalents 6.6  (28.6)
Change in cash and cash equivalents (9.8) 24.3 
Cash and cash equivalents, beginning of period 101.6  118.7 
Cash and cash equivalents, end of period $ 91.8  $ 143.0 
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Pentair plc and Subsidiaries
Reconciliation of the GAAP Operating Activities Cash Flow to the Non-GAAP Free Cash Flow (Unaudited)
  Three months ended
Three months ended
 Six months ended
In millions March 31,
2026		 June 30,
2026		 June 30,
2026
Net cash (used for) provided by operating activities $ (67.4) $ 571.8  $ 504.4 
Capital expenditures (18.5) (18.9) (37.4)
Proceeds from sale of property and equipment 0.2  —  0.2 
Free cash flow $ (85.7) $ 552.9  $ 467.2 
  Three months ended
Three months ended
 Six months ended
In millions March 31,
2025		 June 30,
2025		 June 30,
2025
Net cash (used for) provided by operating activities $ (38.9) $ 606.6  $ 567.7 
Capital expenditures (16.8) (10.9) (27.7)
Proceeds from sale of property and equipment —  0.1  0.1 
Free cash flow $ (55.7) $ 595.8  $ 540.1 
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Pentair plc and Subsidiaries
Supplemental Financial Information by Reportable Segment (Unaudited)
2026 2025
In millions First
Quarter		 Second
Quarter		 Six
Months		 First
Quarter		 Second
Quarter		 Six
Months
Net sales
Flow $ 258.1 $ 263.7 $ 521.8 $ 232.6 $ 250.9 $ 483.5
Water Solutions 391.0 422.0 813.0 393.5 444.7 838.2
Pool 387.1 246.6 633.7 383.9 427.2 811.1
Reportable segment net sales
 1,036.2 932.3 1,968.5

1,010.0 1,122.8 2,132.8
Corporate and other
 0.5 0.3 0.8 0.4 0.3 0.7
Net sales
 $ 1,036.7 $ 932.6 $ 1,969.3 $ 1,010.4 $ 1,123.1 $ 2,133.5
Reportable segment income (loss)
Flow $ 61.2 $ 69.8 $ 131.0 $ 50.2 $ 54.8 $ 105.0
Water Solutions 99.9 126.4 226.3 94.1 108.5 202.6
Pool 128.1 57.6 185.7 126.0 152.7 278.7
Reportable segment income
 289.2 253.8 543.0 270.3 316.0 586.3
Corporate and other
 (30.1) (17.2) (47.3) (27.8) (19.3) (47.1)
Adjusted operating income
 $ 259.1 $ 236.6 $ 495.7 $ 242.5 $ 296.7 $ 539.2
Return on sales
Flow 23.7  % 26.5  % 25.1  % 21.6  % 21.8  % 21.7  %
Water Solutions 25.5  % 30.0  % 27.8  % 23.9  % 24.4  % 24.2  %
Pool 33.1  % 23.4  % 29.3  % 32.8  % 35.7  % 34.4  %
Adjusted return on sales
 25.0  % 25.4  % 25.2  % 24.0  % 26.4  % 25.3  %





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Pentair plc and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Measures for the Year Ending December 31, 2026
Excluding the Effect of Adjustments (Unaudited)
Actual Forecast
In millions, except per-share data First
Quarter
Second
Quarter
 Third
Quarter		 Full
Year
Net sales $ 1,036.7  $ 932.6  approx Down 4% - 6% approx Down 4% - 7%
Operating income 210.0  166.5  approx Down 9% - 12% approx Down 1% - 6%
Return on sales 20.3  % 17.9  %
Adjustments:
Restructuring and other 21.4  36.4  approx $ —  approx $ 58 
Transformation costs 11.5  17.5  approx —  approx 29 
Intangible amortization 15.7  15.7  approx 15  approx 62 
Equity income of unconsolidated subsidiaries 0.5  0.5  approx 1  approx 3 
Adjusted operating income
 259.1  236.6  approx Down 14% - 16% approx Down 5% - 9%
Adjusted return on sales 25.0  % 25.4  %
Net income from continuing operations—as reported 160.8  128.6  approx $157 - $162 approx $625 - $658
Adjustments to operating income 48.6  69.6  approx 15  approx 149 
Income tax adjustments (10.4) (13.2) approx (2) approx (29)
Net income from continuing operations—as adjusted $ 199.0  $ 185.0  approx $170 - $175 approx $745 - $778
Continuing earnings per ordinary share—diluted
Diluted earnings per ordinary share—as reported $ 0.98  $ 0.80  approx $0.97 - $1.00 approx $3.86 - $4.06
Adjustments 0.24  0.34  approx 0.08  approx 0.74 
Diluted earnings per ordinary share—as adjusted $ 1.22  $ 1.14  approx $1.05 - $1.08 approx $4.60 - $4.80

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Pentair plc and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Measures for the Year Ending December 31, 2025
Excluding the Effect of Adjustments (Unaudited)
In millions, except per-share data First
Quarter
Second
Quarter
 Third
Quarter
Fourth
Quarter
Full
Year
Net sales $ 1,010.4  $ 1,123.1  $ 1,022.0  $ 1,020.5  $ 4,176.0 
Operating income 203.1  217.7  231.7  205.0  857.5 
Return on sales 20.1  % 19.4  % 22.7  % 20.1  % 20.5  %
Adjustments:
Restructuring and other 10.5  10.4  0.2  10.2  31.3 
Transformation costs 9.1  12.5  10.8  8.4  40.8 
Intangible amortization 14.2  14.3  13.9  15.7  58.1 
Legal accrual adjustments and settlements —  —  —  11.6  11.6 
Asset impairment and write-offs 5.2  41.8  1.5  0.6  49.1 
Deal-related costs and expenses —  —  4.1  —  4.1 
Equity income of unconsolidated subsidiaries 0.4  —  0.4  0.2  1.0 
Adjusted operating income
 242.5  296.7  262.6  251.7  1,053.5 
Adjusted return on sales 24.0  % 26.4  % 25.7  % 24.7  % 25.2  %
Net income from continuing operations—as reported 154.9  148.5  184.3  161.8  649.5 
Loss on sale of business
 —  26.3  —  —  26.3 
Pension and other post retirement mark-to-market loss
 —  —  —  2.4  2.4 
Adjustments to operating income 39.0  79.0  30.5  46.5  195.0 
Income tax adjustments (9.7) (23.3) (9.5) (16.0) (58.5)
Net income from continuing operations—as adjusted $ 184.2  $ 230.5  $ 205.3  $ 194.7  $ 814.7 
Continuing earnings per ordinary share—diluted
Diluted earnings per ordinary share—as reported $ 0.93  $ 0.90  $ 1.12  $ 0.98  $ 3.93 
Adjustments 0.18  0.49  0.12  0.20  0.99 
Diluted earnings per ordinary share—as adjusted $ 1.11  $ 1.39  $ 1.24  $ 1.18  $ 4.92 
(more)
11
Pentair plc and Subsidiaries
Reconciliation of Net Sales Growth to Core Net Sales Growth by Reportable Segment
For the Quarter Ended June 30, 2026 (Unaudited)
Q2 Net Sales Growth
Core Currency Acq. / Div. Total
Total Pentair (17.3) % 0.6  % (0.3) % (17.0) %
Flow (0.8) % 1.0  % 4.9  % 5.1  %
Water Solutions (2.6) % 1.0  % (3.5) % (5.1) %
Pool (42.4) % 0.1  % —  % (42.3) %