ワッツウォーターテクノロジーズの四半期報告

00274113115953290594629027366685P365DP91DWATTS WATER TECHNOLOGIES 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 28, 2025

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number: 001-11499

WATTS WATER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		04-2916536
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

815 Chestnut Street, North Andover, MA		01845
(Address of Principal Executive Offices)		(Zip Code)

(978) 688-1811

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.10 per share

WTS

New York Stock Exchange

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☐ 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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at October 26, 2025
Class A Common Stock, $0.10 par value		27,406,631

Class B Common Stock, $0.10 par value		5,946,290

Table of Contents

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX


Part I. Financial Information		3

Item 1.	Financial Statements	3

	Consolidated Balance Sheets at September 28, 2025 and December 31, 2024 (unaudited)	3

	Consolidated Statements of Operations for the Third Quarters and Nine Months Ended September 28, 2025 and September 29, 2024 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the Third Quarters and Nine Months Ended September 28, 2025 and September 29, 2024 (unaudited)	5

	Consolidated Statements of Stockholders’ Equity for the Third Quarters and Nine Months Ended September 28, 2025 and September 29, 2024 (unaudited)	6

	Consolidated Statements of Cash Flows for the Nine Months Ended September 28, 2025 and September 29, 2024 (unaudited)	8

	Notes to Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	42

Part II. Other Information		43

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 5.	Other Information	44

Item 6.	Exhibits	45

Signatures		46

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except share information)

(Unaudited)


	September 28,		December 31,
	2025		2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	457.7	$	386.9
Trade accounts receivable, less reserve allowances of $13.6 million at September 28, 2025 and $11.9 million at December 31, 2024		323.9		253.2
Inventories, net:
Raw materials		164.9		141.9
Work in process		20.8		16.9
Finished goods		273.0		233.3
Total Inventories		458.7		392.1
Prepaid expenses and other current assets		73.6		51.3
Total Current Assets		1,313.9		1,083.5
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost		749.1		691.6
Accumulated depreciation		(481.7)		(436.8)
Property, plant and equipment, net		267.4		254.8
OTHER ASSETS:
Goodwill		781.3		715.0
Intangible assets, net		246.8		235.0
Deferred income taxes		19.7		36.4
Other, net		96.3		72.3
TOTAL ASSETS	$	2,725.4	$	2,397.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	156.0	$	148.0
Accrued expenses and other liabilities		218.8		190.8
Accrued compensation and benefits		89.1		79.1
Total Current Liabilities		463.9		417.9
LONG-TERM DEBT		197.5		197.0
DEFERRED INCOME TAXES		26.7		10.9
OTHER NONCURRENT LIABILITIES		80.5		63.3
STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.10 par value; 5,000,000 shares authorized; no shares issued or outstanding		—		—
Class A common stock, $0.10 par value; 120,000,000 shares authorized; 1 vote per share; issued and outstanding, 27,411,311 shares at September 28, 2025 and 27,366,685 shares at December 31, 2024		2.7		2.7
Class B common stock, $0.10 par value; 25,000,000 shares authorized; 10 votes per share; issued and outstanding, 5,946,290 shares at September 28, 2025 and 5,953,290 shares at December 31, 2024		0.6		0.6
Additional paid-in capital		714.4		696.2
Retained earnings		1,369.3		1,184.8
Accumulated other comprehensive loss		(130.2)		(176.4)
Total Stockholders’ Equity		1,956.8		1,707.9
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,725.4	$	2,397.0

See accompanying notes to consolidated financial statements.

Table of Contents

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in millions, except per share information)

(Unaudited)


	Third Quarter Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2025		2024		2025		2024
Net sales	$	611.7	$	543.6	$	1,813.4	$	1,711.8
Cost of goods sold		313.3		286.5		916.7		902.4
GROSS PROFIT		298.4		257.1		896.7		809.4
Selling, general and administrative expenses		185.1		159.0		539.7		501.6
Restructuring		1.9		4.9		22.6		6.4
OPERATING INCOME		111.4		93.2		334.4		301.4
Other (income) expense:
Interest income		(2.5)		(2.1)		(7.1)		(6.1)
Interest expense		2.7		3.6		8.1		11.9
Other expense (income), net		0.2		(0.6)		0.8		(1.4)
Total other expense		0.4		0.9		1.8		4.4
INCOME BEFORE INCOME TAXES		111.0		92.3		332.6		297.0
Provision for income taxes		28.8		23.2		75.5		73.4
NET INCOME	$	82.2	$	69.1	$	257.1	$	223.6
Basic EPS
NET INCOME PER SHARE	$	2.45	$	2.07	$	7.67	$	6.68
Weighted average number of shares		33.5		33.5		33.5		33.5
Diluted EPS
NET INCOME PER SHARE	$	2.45	$	2.06	$	7.67	$	6.67
Weighted average number of shares		33.5		33.5		33.5		33.5
Dividends declared per share	$	0.52	$	0.43	$	1.47	$	1.22

See accompanying notes to consolidated financial statements.

Table of Contents

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

(Unaudited)


	Third Quarter Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2025		2024		2025		2024
Net income	$	82.2	$	69.1	$	257.1	$	223.6
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(1.5)		19.4		48.1		3.9
Cash flow hedges		(0.5)		(3.1)		(1.9)		(1.9)
Defined benefit pension plan, net of tax:
Pension settlement, net of tax benefit of $0.2 million		—		(0.7)		—		(0.7)
Other comprehensive (loss) income		(2.0)		15.6		46.2		1.3
Comprehensive income	$	80.2	$	84.7	$	303.3	$	224.9

See accompanying notes to consolidated financial statements.

Table of Contents

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in millions)

(Unaudited)


											Accumulated
	Class A			Class B			Additional				Other		Total
(For the nine months ended	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Stockholders’
September 28, 2025)	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity
Balance at December 31, 2024	27,366,685	$	2.7	5,953,290	$	0.6	$	696.2	$	1,184.8	$	(176.4)	$	1,707.9
Net income	—		—	—		—		—		257.1		—		257.1
Other comprehensive income	—		—	—		—		—		—		46.2		46.2
Comprehensive income														303.3
Shares of Class B common stock converted to Class A common stock	7,000		—	(7,000)		—		—		—		—		—
Stock-based compensation	—		—	—		—		15.1		—		—		15.1
Stock repurchase	(51,363)		—	—		—		—		(11.8)		—		(11.8)
Net change in restricted and performance stock units	88,989		—	—		—		3.1		(11.4)		—		(8.3)
Common stock dividends	—		—	—		—		—		(49.4)		—		(49.4)
Balance at September 28, 2025	27,411,311	$	2.7	5,946,290	$	0.6	$	714.4	$	1,369.3	$	(130.2)	$	1,956.8

											Accumulated
	Class A			Class B			Additional				Other		Total
(For the third quarter ended	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Stockholders’
September 28, 2025)	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity
Balance at June 29, 2025	27,418,992	$	2.7	5,946,290	$	0.6	$	708.6	$	1,308.7	$	(128.2)	$	1,892.4
Net income	—		—	—		—		—		82.2		—		82.2
Other comprehensive loss	—		—	—		—		—		—		(2.0)		(2.0)
Comprehensive income														80.2
Stock-based compensation	—		—	—		—		5.6		—		—		5.6
Stock repurchase	(14,593)		—	—		—		—		(3.9)		—		(3.9)
Net change in restricted and performance stock units	6,912		—	—		—		0.2		(0.2)		—		—
Common stock dividends	—		—	—		—		—		(17.5)		—		(17.5)
Balance at September 28, 2025	27,411,311	$	2.7	5,946,290	$	0.6	$	714.4	$	1,369.3	$	(130.2)	$	1,956.8

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											Accumulated
	Class A			Class B			Additional				Other		Total
(For the nine months ended	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Stockholders’
September 29, 2024)	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity
Balance at December 31, 2023	27,352,701	$	2.7	5,958,290	$	0.6	$	674.3	$	979.1	$	(143.4)	$	1,513.3
Net income	—		—	—		—		—		223.6		—		223.6
Other comprehensive income	—		—	—		—		—		—		1.3		1.3
Comprehensive income														224.9
Shares of Class B common stock converted to Class A common stock	5,000		—	(5,000)		—		—		—		—		—
Shares of Class A common stock issued upon the exercise of stock options	364		—	—		—		—		—		—		—
Stock-based compensation	—		—	—		—		15.5		—		—		15.5
Stock repurchase	(65,897)		—	—		—		—		(13.0)		—		(13.0)
Net change in restricted and performance stock units	93,373		—	—		—		2.3		(12.8)		—		(10.5)
Common stock dividends	—		—	—		—		—		(41.1)		—		(41.1)
Balance at September 29, 2024	27,385,541	$	2.7	5,953,290	$	0.6	$	692.1	$	1,135.8	$	(142.1)	$	1,689.1

											Accumulated
	Class A			Class B			Additional				Other		Total
(For the third quarter ended	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Stockholders’
September 29, 2024)	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity
Balance at June 30, 2024	27,404,090	$	2.7	5,953,290	$	0.6	$	686.6	$	1,086.0	$	(157.7)	$	1,618.2
Net income	—		—	—		—		—		69.1		—		69.1
Other comprehensive income	—		—	—		—		—		—		15.6		15.6
Comprehensive income														84.7
Stock-based compensation	—		—	—		—		5.5		—		—		5.5
Stock repurchase	(25,885)		—	—		—		—		(4.9)		—		(4.9)
Net change in restricted and performance stock units	7,336		—	—		—		—		—		—		—
Common stock dividends	—		—	—		—		—		(14.4)		—		(14.4)
Balance at September 29, 2024	27,385,541	$	2.7	5,953,290	$	0.6	$	692.1	$	1,135.8	$	(142.1)	$	1,689.1

See accompanying notes to consolidated financial statements.

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WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

(Unaudited)



	Nine Months Ended
	September 28,		September 29,
	2025		2024
OPERATING ACTIVITIES
Net income	$	257.1	$	223.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		27.0		25.9
Amortization of intangibles		15.0		14.9
Amortization of cloud computing arrangements		1.0		—
Loss on disposal of long-lived assets and (gain) on sale of assets		0.3		(5.2)
Stock-based compensation		15.1		15.5
Deferred income tax		32.6		(12.5)
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable		(56.1)		(26.8)
Inventories		(47.4)		(4.4)
Prepaid expenses and other assets		(34.8)		(11.7)
Accounts payable, accrued expenses and other liabilities		37.5		2.3
Net cash provided by operating activities		247.3		221.6
INVESTING ACTIVITIES
Additions to property, plant and equipment		(31.3)		(23.3)
Proceeds from the sale of property, plant and equipment		—		5.9
Business acquisitions, net of cash acquired		(85.7)		(96.3)
Other investing activity		—		1.0
Net cash used in investing activities		(117.0)		(112.7)
FINANCING ACTIVITIES
Payments of long-term debt		—		(85.0)
Payments for debt issuance costs		—		(2.3)
Payments for withholding taxes on vested awards		(11.4)		(12.8)
Payments for finance leases and other		(1.9)		(2.0)
Payments to repurchase common stock		(11.8)		(13.0)
Dividends		(49.4)		(41.1)
Net cash used in financing activities		(74.5)		(156.2)
Effect of exchange rate changes on cash and cash equivalents		15.0		1.1
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		70.8		(46.2)
Cash and cash equivalents at beginning of year		386.9		350.1
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	457.7	$	303.9

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Acquisition of businesses:
Fair value of assets acquired	$	90.1	$	98.5
Cash paid, net of cash acquired		85.7		96.3
Liabilities assumed	$	4.4	$	2.2

Issuance of stock under management stock purchase plan	$	0.9	$	0.3

CASH PAID FOR:
Interest	$	7.4	$	10.1
Income taxes	$	59.4	$	89.0

See accompanying notes to consolidated financial statements.

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WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the Watts Water Technologies, Inc. (the “Company”) Consolidated Balance Sheet as of September 28, 2025, the Consolidated Statements of Operations for the Third Quarters and Nine Months Ended September 28, 2025 and September 29, 2024, the Consolidated Statements of Comprehensive Income for the Third Quarters and Nine Months Ended September 28, 2025 and September 29, 2024, the Consolidated Statements of Stockholders’ Equity for the Third Quarters and Nine Months Ended September 28, 2025 and September 29, 2024, and the Consolidated Statements of Cash Flows for the Nine Months Ended September 28, 2025 and September 29, 2024.

The consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date. The accounting policies followed by the Company are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The consolidated financial statements included in this report should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

The Company operates on a 52-week fiscal year ending on December 31, with each quarter, except the fourth quarter, ending on a Sunday. Any quarterly data contained in this Quarterly Report on Form 10-Q generally reflect the results of operations for a 13-week period.

Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We are not aware of any specific event or circumstance that would require updates to the Company’s estimates or judgments, or require the Company to revise the carrying value of the Company’s assets or liabilities, as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ from those estimates.

2. Accounting Policies

The significant accounting policies used in preparation of these consolidated financial statements for the nine months ended September 28, 2025, are consistent with those discussed in Note 2 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Shipping and Handling

Shipping and handling costs included in selling, general and administrative expenses amounted to $21.8 million and $20.5 million for the third quarters of 2025 and 2024, respectively, and were $66.8 million and $64.3 million for the first nine months of 2025 and 2024, respectively.

Research and Development

Research and development costs included in selling, general and administrative expenses amounted to $18.8 million and $17.6 million for the third quarters of 2025 and 2024, respectively, and were $52.9 million and $54.0 million for the first nine months of 2025 and 2024, respectively.

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Accounting Standard Updates

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning January 1, 2025, with early adoption permitted. The Company intends to adopt this pronouncement in the Company's Annual Report on Form 10-K for the year ending December 31, 2025. This adoption will affect only the Company’s consolidated financial statement disclosures and will have no impact to the Company’s consolidated balance sheet, statement of operations and statement of cash flows.

In November 2024, the FASB issued ASU 2024-03 "Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures" to expand the disclosure requirements of certain expense categories included in the income statement. ASU 2024-03 is effective for annual periods beginning January 1, 2027, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the Company’s consolidated financial statement disclosures.

In July 2025, the FASB issued ASU No. 2025-05 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendments in this update provide a practical expedient permitting an entity to assume the conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. The Company is currently evaluating the provisions of ASU 2025-05 and do not expect it to have a material impact on our consolidated balance sheet, statement of operations and statement of cash flows.

In September 2025, the FASB issued ASU No. 2025-06 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. ASU 2025-06 simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of ASU 2025-06 can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is permitted. We are currently evaluating the provisions of ASU 2025-06.

3. Revenue Recognition

The Company is a leading supplier of products and solutions that manage and conserve the flow of fluids and energy into, through and out of buildings in the commercial, industrial and residential markets. For over 150 years, the Company has designed and produced valve systems that safeguard and regulate water systems, energy efficient heating and hydronic systems, drainage systems and water filtration technology that help purify and conserve water.

The Company distributes products through four primary distribution channels: wholesale, original equipment manufacturers (“OEMs”), specialty, and do-it-yourself (“DIY”). The Company operates in three geographic segments: Americas, Europe, and Asia-Pacific, Middle East and Africa (“APMEA”). Each of these segments sells similar products, which consist of the following principal product categories:

●

Residential & commercial flow control and protection—includes products and solutions typically sold into plumbing and hot water applications such as backflow preventers, water pressure regulators, temperature and pressure relief valves, thermostatic mixing valves, leak detection and protection products, commercial washroom solutions and emergency safety products and equipment. Many of our flow control and protection products are now smart and connected enabled, warning of leaks, floods, freezing temperatures and other hazards with alerts to Building Management Systems (“BMS”) and/or personal devices giving our customers greater insight into their water management and the ability to shut off the water supply to avoid waste and mitigate damage.

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●

Heating, ventilation and air conditioning (“HVAC”) & gas—includes commercial high efficiency boilers, water heaters and heating solutions, hydronic and electric heating systems for under floor radiant applications, custom heat and hot water solutions, hydronic pump groups for boiler manufacturers and alternative energy control packages, and flexible stainless steel connectors for natural and liquid propane gas in commercial food service and residential applications. Most of our HVAC products and solutions feature advanced controls enabling customers to easily connect to the BMS for better monitoring, control and operation.

●

Drainage & water re-use—includes drainage products and engineered rainwater harvesting solutions for commercial, industrial, marine and residential applications, including connected roof drain systems.

●

Water quality—includes point-of-use, point-of-entry, closed loop, cooling tower, and other water applications used for water filtration, monitoring, conditioning and scale prevention systems for commercial, marine, light industrial and residential applications.

The following table disaggregates revenue, which is presented as net sales in the consolidated financial statements, for each reportable segment, by distribution channel and principal product category:


	For the Third Quarter Ended September 28, 2025								For the Nine Months Ended September 28, 2025
			(in millions)								(in millions)
Distribution Channel	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Wholesale	$	300.9	$	76.4	$	25.1	$	402.4	$	897.4	$	228.8	$	71.9	$	1,198.1
OEM		27.2		34.6		2.8		64.6		81.1		100.5		6.6		188.2
Specialty		118.7		—		8.1		126.8		341.6		—		23.1		364.7
DIY		17.3		0.6		—		17.9		60.7		1.7		—		62.4
Total	$	464.1	$	111.6	$	36.0	$	611.7	$	1,380.8	$	331.0	$	101.6	$	1,813.4

	For the Third Quarter Ended September 28, 2025								For the Nine Months Ended September 28, 2025
			(in millions)								(in millions)
Principal Product Category	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Residential & Commercial Flow Control	$	300.2	$	41.9	$	32.0	$	374.1	$	893.4	$	126.0	$	90.3	$	1,109.7
HVAC and Gas Products		95.4		45.0		3.0		143.4		277.4		132.5		8.6		418.5
Drainage and Water Re-use Products		42.6		23.7		0.8		67.1		127.7		69.4		2.1		199.2
Water Quality Products		25.9		1.0		0.2		27.1		82.3		3.1		0.6		86.0
Total	$	464.1	$	111.6	$	36.0	$	611.7	$	1,380.8	$	331.0	$	101.6	$	1,813.4


	For the Third Quarter Ended September 29, 2024								For the Nine Months Ended September 29, 2024
			(in millions)								(in millions)
Distribution Channel	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Wholesale	$	263.0	$	73.7	$	26.2	$	362.9	$	829.4	$	235.4	$	70.4	$	1,135.2
OEM		23.5		33.1		1.8		58.4		76.5		107.5		5.1		189.1
Specialty		95.4		—		8.3		103.7		299.9		—		24.7		324.6
DIY		18.1		0.5		—		18.6		61.1		1.8		—		62.9
Total	$	400.0	$	107.3	$	36.3	$	543.6	$	1,266.9	$	344.7	$	100.2	$	1,711.8

	For the Third Quarter Ended September 29, 2024								For the Nine Months Ended September 29, 2024
			(in millions)								(in millions)
Principal Product Category	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Residential & Commercial Flow Control	$	256.3	$	38.5	$	32.7	$	327.5	$	818.0	$	127.9	$	88.2	$	1,034.1
HVAC and Gas Products		82.9		43.8		2.7		129.4		261.7		141.8		9.3		412.8
Drainage and Water Re-use Products		36.0		24.1		0.6		60.7		109.0		72.0		1.7		182.7
Water Quality Products		24.8		0.9		0.3		26.0		78.2		3.0		1.0		82.2
Total	$	400.0	$	107.3	$	36.3	$	543.6	$	1,266.9	$	344.7	$	100.2	$	1,711.8

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The Company generally considers customer purchase orders, which in some cases are governed by master sales agreements, to represent the contract with a customer. The Company’s contracts with customers are generally for products only and typically do not include other performance obligations such as professional services, extended warranties, or other material rights. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors, including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected not to assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment from the Company’s manufacturing site or distribution center, or delivery to the customer’s named location. In determining whether control has transferred, the Company considers if there is a present right to payment, physical possession and legal title, along with risks and rewards of ownership having transferred to the customer. In certain circumstances, the Company manufactures customized products without alternative use for its customers. For the arrangements that entitle the Company to a right to payment of cost plus a profit for work completed, the Company concluded that control transfers over time. However, for the arrangements that do not provide such payment rights, the Company has concluded that control transfers at the point in time and not over time.

At times, the Company receives orders for products to be delivered over multiple dates that may extend across reporting periods. The Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered, assuming transfer of control has occurred. As scheduled delivery dates are within one year, under the optional exemption as provided for under ASC 606 (Revenue from Contracts with Customers), revenues allocated to future shipments of partially completed contracts are not disclosed.

The Company generally provides an assurance warranty that its products will substantially conform to their published specifications. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically been immaterial. The Company does not consider activities related to such warranty, if any, to be a separate performance obligation. For certain of its products, the Company will separately sell extended warranty and service policies to its customers. The Company considers the sale of these policies as separate performance obligations. These policies typically are for periods ranging from one to three years. Payments received are deferred and recognized over the policy period. For all periods presented, the revenue recognized and the revenue deferred under these policies are not material to the consolidated financial statements.

The timing of revenue recognition, billings and cash collections from the Company’s contracts with customers can vary based on the payment terms and conditions in the customer contracts. In limited cases, customers will partially prepay for their goods. In addition, there are constraints which cause variability in the ultimate consideration to be recognized. These constraints typically include early payment discounts, volume rebates, rights of return, cooperative advertising, and market development funds. The Company includes these constraints in the estimated transaction price when there is a basis to reasonably estimate the amount of variable consideration. These estimates are based on historical experience, anticipated future performance and the Company’s best judgment at the time. The Company did not recognize any material revenue from obligations satisfied in prior periods. When the timing of the Company’s recognition of revenue is different from the timing of payments made by the customer, the Company recognizes a contract liability (customer payment precedes performance). For all periods presented, the recognized contract liabilities and the associated revenue deferred are not material to the consolidated financial statements.

The Company incurs costs to obtain and fulfill a contract; however, the Company has elected to recognize all incremental costs to obtain a contract as an expense when incurred if the amortization period is one year or less. The Company has elected to treat shipping and handling activities performed after the customer has obtained control of the related goods as a fulfillment cost, and the related cost is accrued for in conjunction with the recording of revenue for the goods.

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4. Acquisitions

EasyWater

On June 13, 2025, the Company completed the acquisition of substantially all of the assets of Freije Treatment Systems, Inc. (“EasyWater”) in an all-cash transaction. EasyWater, a leading provider of water quality solutions, is based in Fishers, Indiana, and has designed and manufactured innovative, chemical-free technologies for treating water in residential and commercial applications. The acquisition of EasyWater aligns with the Company’s continued focus on growth, innovation and expanding the Company’s portfolio of high-value water quality solutions. The Company accounted for the transaction as a business combination and it was deemed not to be material to the Company’s consolidated financial statements.

I-CON

On January 2, 2025, the Company completed the acquisition of I-CON Systems Holdings, LLC (“I-CON”) in a membership unit purchase transaction funded with cash on hand. The final net purchase price was $70.7 million, net of cash acquired of $2.8 million. The final post-closing working capital adjustment was immaterial and adjusted in the second quarter of 2025.

I-CON is headquartered in Oviedo, Florida, and is a designer and manufacturer of intelligent plumbing controls, addressing the unique challenges of water management in correctional facilities. I-CON’s operating results since the date of acquisition are included in the Americas segment. The Company has determined that both the pro-forma and actual results, including I-CON’s net sales, net income, and earnings per share, are not material to the Company’s financial results, and therefore has not included these disclosures.

The Company accounted for the transaction as a purchased business combination. During the first quarter of 2025, the Company performed the preliminary purchase price allocation for the I-CON purchase, with immaterial adjustments in the second quarter of 2025 related to the final working capital and valuation adjustments. The purchase price allocation was completed in the second quarter of 2025. The acquisition resulted in the recognition of $41.6 million in goodwill and $20.9 million in intangible assets. The intangible assets acquired consist of customer relationships valued at $18.2 million with estimated lives of 12 years and the trade name valued at $2.7 million with an indefinite life. The goodwill is attributable to the workforce of I-CON and the portfolio which will allow the Company to extend its product offerings as a result of the acquisition. For tax purposes, the Company accounted for the transaction as an asset acquisition and therefore the intangibles and goodwill are deductible for tax purposes resulting in future tax benefits.

The following table summarizes the fair value of the assets and liabilities acquired (in millions):


Cash	$	2.8
Trade accounts receivable		3.3
Inventories, net		4.4
Prepaid expenses and other assets		2.8
Property, plant and equipment		1.2
Intangible assets		20.9
Goodwill		41.6
Accounts payable, accrued expenses and other liabilities		(3.5)
Purchase price	$	73.5

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Josam

Effective January 1, 2024, the Company completed the acquisition of Josam Company following its conversion into Josam Industries, LLC (“Josam”) in a share purchase transaction funded with cash on hand. The final net purchase price was $99.0 million, net of cash acquired of $4.6 million. Josam is based in Michigan City, Indiana, and is a leading provider and manufacturer of drainage and plumbing products, serving commercial, industrial, and multi-family end markets for over 100 years. Josam’s operating results since the date of acquisition are included in the Americas segment. The Company has determined that both the pro-forma and actual results, including Josam’s net sales, net income, and earnings per share, are not material to the Company’s financial results, and therefore has not included these disclosures.

The Company accounted for the transaction as a purchased business combination. During the first quarter of 2024, the Company performed the preliminary purchase price allocation for the Josam purchase, with immaterial adjustments during the remainder of fiscal year 2024 related to the final working capital and valuation adjustments. The purchase price allocation was completed in the fourth quarter of 2024. The acquisition resulted in the recognition of $35.1 million in goodwill and $39.4 million in intangible assets. The intangible assets acquired consist of customer relationships valued at $33.5 million with estimated lives of 15 years and the trade name valued at $5.9 million with an indefinite life. The goodwill is attributable to the workforce of Josam and the portfolio which will allow the Company to extend its product offerings as a result of the acquisition. For tax purposes, the Company accounted for the transaction as an asset acquisition and therefore the intangibles and goodwill are deductible for tax purposes resulting in future tax benefits.

The following table summarizes the fair value of the assets and liabilities acquired (in millions):


Cash	$	4.6
Trade accounts receivable		4.3
Inventories, net		15.0
Prepaid expenses and other current assets		0.9
Property, plant and equipment		7.6
Intangible assets		39.4
Goodwill		35.1
Accounts payable		(1.5)
Accrued expenses and other current liabilities		(1.8)
Purchase price	$	103.6

5. Goodwill & Intangibles

The Company operates in three geographic segments: Americas, Europe, and APMEA. The changes in the carrying amounts of goodwill by geographic segment are as follows:


	Gross Balance						Accumulated Impairment Losses						Foreign Currency Translation		Net Goodwill
			Acquired										January 1,
	Balance		During		Balance		Balance		Impairment		Balance		2025 -
	January 1,		the		September 28,		January 1,		Loss During		September 28,		September 28,		September 28,
	2025		Period		2025		2025		the Period		2025		2025		2025

	(in millions)
Americas	$	617.5	$	52.2	$	669.7	$	(24.5)	$	—	$	(24.5)	$	0.3	$	645.5
Europe		233.3		—		233.3		(129.7)		—		(129.7)		13.1		116.7
APMEA		31.3		—		31.3		(12.9)		—		(12.9)		0.7		19.1
Total	$	882.1	$	52.2	$	934.3	$	(167.1)	$	—	$	(167.1)	$	14.1	$	781.3

During the first nine months of 2025, the Company completed the acquisitions of EasyWater and I-CON, resulting in an increase in goodwill of $52.2 million within the Americas segment.

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Goodwill and indefinite-lived intangible assets are tested for impairment at least annually or more frequently if events or circumstances indicate that it is “more likely than not” that they might be impaired, such as from a change in business conditions. The Company performs its annual goodwill and indefinite-lived intangible assets impairment assessment in the fourth quarter of each year. At the most recent annual impairment test, which occurred during the fourth quarter of 2024, the Company performed qualitative fair value assessments, including an evaluation of certain key assumptions for all of its reporting units with goodwill at the impairment test date. The Company concluded that the fair value of all reporting units tested exceeded their carrying values at that time.

Intangible assets include the following:


	September 28, 2025						December 31, 2024
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount

	(in millions)
Patents	$	5.0	$	(5.0)	$	—	$	5.0	$	(5.0)	$	—
Customer relationships		271.6		(113.2)		158.4		251.9		(100.6)		151.3
Technology		55.5		(49.4)		6.1		53.2		(47.8)		5.4
Trade names		20.7		(13.7)		7.0		20.6		(13.0)		7.6
Other		1.1		(0.8)		0.3		1.1		(0.8)		0.3
Total amortizable intangibles		353.9		(182.1)		171.8		331.8		(167.2)		164.6
Indefinite-lived intangible assets		75.0		—		75.0		70.4		—		70.4
	$	428.9	$	(182.1)	$	246.8	$	402.2	$	(167.2)	$	235.0

With the completion of the acquisitions of EasyWater and I-CON in the first nine months of 2025, the Company acquired intangible assets of $24.7 million, consisting of amortizable technology assets valued at $2.3 million with an estimated useful life of 5 years, customer relationships valued at $19.7 million with an estimated useful life of 10 to 12 years, and an indefinite-lived trade name valued at $2.7 million. During the year ended December 31, 2024, the Company acquired $39.4 million in intangible assets as part of the Josam acquisition, consisting of customer relationships valued at $33.5 million, with an estimated useful life of 15 years, and an indefinite-lived trade name of $5.9 million.

Aggregate amortization expense for amortized intangible assets for the third quarters ended September 28, 2025 and September 29, 2024 was $5.1 million, and for the first nine months of 2025 and 2024 was $15.0 million and $14.9 million, respectively.

6. Restructuring and Other Charges, Net

The Company’s Board of Directors approves all major restructuring programs that may involve the discontinuance of significant product lines or the shutdown of significant facilities. From time to time, the Company takes additional restructuring actions, including involuntary terminations that are not part of a major program. The Company accounts for these costs in the period in which the liability is incurred. These costs are included in restructuring charges in the Company’s consolidated statements of operations.

A summary of the pre-tax cost by restructuring program is as follows:


	Third Quarter Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2025		2024		2025		2024

	(in millions)
Restructuring costs:
2025 France Actions	$	1.5	$	—	$	20.6	$	—
Other Actions		0.4		4.9		2.0		6.4
Total restructuring charges	$	1.9	$	4.9	$	22.6	$	6.4

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The Company recorded pre-tax restructuring costs in its business segments as follows:


	Third Quarter Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2025		2024		2025		2024

	(in millions)
Americas	$	—	$	2.3	$	—	$	3.3
Europe		1.9		2.6		22.5		2.7
APMEA		—		—		0.1		0.4
Total	$	1.9	$	4.9	$	22.6	$	6.4

2025 France Actions

On February 3, 2025, the Board of Directors approved a restructuring program with respect to the Company’s operating facility in Hautvillers, France, within its Europe operating segment. The restructuring program includes the shutdown of the Company’s manufacturing facility in Hautvillers, France and relocation of the facility’s production activities primarily to the Company’s other facilities in France and other locations in Europe. The program was initially expected to include pre-tax charges totaling approximately $22.0 million, including costs for severance, relocation, clean-up and certain asset write-downs, and result in the elimination of approximately 96 positions at the Hautvillers, France facility. As a result of the facility consolidations, the net headcount reduction in France is expected to be approximately 68 positions. As of September 28, 2025, the Company estimated the total expected pre-tax charges for the program to be approximately $23.2 million. This increase in the initial total expected pre-tax charges was related to higher legal and severance costs. Total net after-tax charges for this restructuring program are expected to be approximately $17.1 million, of which non-cash charges are immaterial, with costs being incurred through the end of 2026, at which time the restructuring program is expected to be completed. The Company expects to spend approximately $1 million in capital expenditures to consolidate operations. Annual pre-tax savings are estimated to be approximately $3.0 million, which the Company expects to fully realize by the end of 2026.

The following table summarizes by type, the total expected, incurred, and remaining pre-tax restructuring costs for the Company’s restructuring program related to the 2025 France Actions:


							Facility
			Legal and		Asset		exit
	Severance		consultancy		write-downs		and other		Total

	(in millions)
Costs incurred — first quarter 2025	$	16.1	$	1.1	$	0.2	$	—	$	17.4
Costs incurred — second quarter 2025		0.8		0.1		0.4		0.4		1.7
Costs incurred — third quarter 2025		0.3		—		0.3		0.9		1.5
Remaining costs to be incurred		1.0		0.5		—		1.1		2.6
Total expected restructuring costs	$	18.2	$	1.7	$	0.9	$	2.4	$	23.2

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Details of the restructuring reserve activity for the Company’s 2025 France Actions for the nine months ended September 28, 2025 are as follows:


							Facility
			Legal and		Asset		exit
	Severance		consultancy		write-downs		and other		Total

	(in millions)
Balance at December 31, 2024	$	—	$	—	$	—	$	—	$	—
Net pre-tax restructuring charges		16.1		1.1		0.2		—		17.4
Utilization and foreign currency impact		1.4		(0.3)		(0.2)		—		0.9
Balance at March 30, 2025	$	17.5	$	0.8	$	—	$	—	$	18.3
Net pre-tax restructuring charges		0.8		0.1		0.4		0.4		1.7
Utilization and foreign currency impact		(4.7)		(0.1)		(0.4)		(0.1)		(5.3)
Balance at June 29, 2025	$	13.6	$	0.8	$	—	$	0.3	$	14.7
Net pre-tax restructuring charges		0.3		—		0.3		0.9		1.5
Utilization and foreign currency impact		(3.6)		(0.4)		(0.3)		(0.8)		(5.1)
Balance at September 28, 2025	$	10.3	$	0.4	$	—	$	0.4	$	11.1

Other Actions

The Company periodically initiates other actions which are not part of a major program. Included in “Other Actions” for the third quarter and nine months ended September 28, 2025, were immaterial cost saving actions, primarily severance costs, in the Europe and APMEA segments.

Included in “Other Actions” for the third quarter and nine months ended September 29, 2024, were immaterial actions primarily taken in the Americas segment related to the approved closure of two facilities and consolidation of the related production into existing facilities, as well as immaterial cost saving actions in the Europe and APMEA segment. The facility exits were substantially completed in the fourth quarter of 2023, with one facility exit completed in the first half of 2024.

7. Earnings per Share and Stock Repurchase Program

The following table sets forth the reconciliation of the calculation of earnings per share:


	For the Third Quarter Ended September 28, 2025					For the Third Quarter Ended September 29, 2024
	Income		Shares	Per Share		Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount

	(Amounts in millions, except per share information)
Basic EPS:
Net income	$	82.2	33.5	$	2.45	$	69.1	33.5	$	2.07
Effect of dilutive securities:
Common stock equivalents			—		—			—		(0.01)
Diluted EPS:
Net income	$	82.2	33.5	$	2.45	$	69.1	33.5	$	2.06


	For the Nine Months Ended September 28, 2025					For the Nine Months Ended September 29, 2024
	Income		Shares	Per Share		Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount

	(Amounts in millions, except per share information)
Basic EPS:
Net income	$	257.1	33.5	$	7.67	$	223.6	33.5	$	6.68
Effect of dilutive securities:
Common stock equivalents			—		—			—		(0.01)
Diluted EPS:
Net income	$	257.1	33.5	$	7.67	$	223.6	33.5	$	6.67

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On July 31, 2023, the Company’s Board of Directors authorized the repurchase of up to $150 million of the Company’s Class A common stock, to be purchased from time to time on the open market or in privately negotiated transactions. The Company has entered into a Rule 10b5-1 plan, which permits shares to be repurchased under the Company’s stock repurchase program when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time, subject to the terms of the Rule 10b5-1 plan the Company entered into with respect to the repurchase program. As of September 28, 2025, there was approximately $133.1 million remaining authorized for share repurchases under the repurchase program.

For the third quarters ended September 28, 2025 and September 29, 2024, the Company repurchased 14,593 shares for $3.9 million and 25,885 shares for $4.9 million, respectively. For the nine months ended September 28, 2025 and September 29, 2024, the Company repurchased 51,363 shares for $11.8 million and 65,897 shares for $13.0 million, respectively.

8. Stock-Based Compensation

The Company granted 50,763 and 48,354 units of deferred stock awards during the first nine months of 2025 and 2024, respectively. The Company grants deferred stock awards to key employees and stock awards to non-employee members of the Company’s Board of Directors under the Third Amended and Restated 2004 Stock Incentive Plan (“2004 Stock Incentive Plan”). Deferred stock awards to employees typically vest annually over a three-year period, and stock awards to non-employee members of the Company’s Board of Directors vest immediately.

The Company also grants performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units cliff vest at the end of a performance period set by the Compensation Committee of the Board of Directors at the time of grant, which is currently three years. Upon vesting, the number of shares of the Company’s Class A common stock awarded to each performance stock unit recipient will be determined based on the Company’s performance relative to certain performance goals set at the time the performance stock units were granted. The recipient of a performance stock unit award may earn from zero shares to twice the number of target shares awarded to such recipient. The performance stock units are amortized to expense over the vesting period and, based on the Company’s performance relative to the performance goals, may be adjusted. Changes to the estimated shares expected to vest will result in adjustments to the related share-based compensation expense that will be recorded in the period of change. If the performance goals are not met, no awards are earned and previously recognized compensation expense is reversed. The Company granted 35,022 and 39,085 performance stock units during the first nine months of 2025 and 2024, respectively. The performance goals for the performance stock units are based on the compound annual growth rate of the Company’s revenue over the three-year performance period and the Company’s return on invested capital for the third year of the performance period.

The Company also has a Management Stock Purchase Plan (“MSPP”) that allows for the granting of restricted stock units (“RSUs”) to key employees. Under the MSPP, the Company granted 18,071 and 20,076 RSUs during the first nine months of 2025 and 2024, respectively. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Participating key employees may use up to 50% of their annual incentive bonus to purchase RSUs for a purchase price equal to 80% of the fair market value of the Company’s Class A common stock as of the date of grant. RSUs vest either annually over a three-year period from the grant date or upon the third anniversary of the grant date. Receipt of the shares underlying RSUs is deferred for a minimum of three years, or such greater number of years from the date of the grant as is chosen by the key employee.

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The fair value of the discount of each purchased RSU is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:


	2025		2024
Expected life (years)	3.0		3.0
Expected stock price volatility	27.3	%	28.9	%
Expected dividend yield	0.90	%	0.80	%
Risk-free interest rate	4.0	%	4.5	%

The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company’s best estimate of the expected future dividend yield.

The above assumptions were used to determine the weighted average grant-date fair value of the discount on RSUs granted in 2025 and 2024 of $67.63 and $68.94, respectively.

A more detailed description of each of these plans can be found in Note 14 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

9. Segment Information

The Company adopted ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” for its annual reporting beginning January 1, 2024. The Company discloses segment information on the same basis that the Chief Executive Officer, the Company’s chief operating decision-maker (“CODM”), manages the segments, evaluates financial results and makes key operating decisions to allocate investments and resources. The Company operates in three geographic and reportable segments: Americas, Europe, and APMEA. Each of these segments sells similar products and solutions and has separate financial results that are reviewed by the CODM. Each segment earns revenue and income almost exclusively from the sale of the Company’s products. The Company sells its products into various end markets around the world with sales by region based upon location of the entity recording the sale. See Note 3 for further detail on sales by region of the product categories. The accounting policies for each segment are the same as those described in Note 2 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In the fourth quarter of 2024, the Company’s segment performance measure was changed to segment earnings as this is the performance measure used by the CODM in assessing segment performance and deciding how to allocate resources. Prior to the fourth quarter of 2024, the Company’s segment performance measure was operating income (loss). Segment earnings excludes the impact of special items defined as non-recurring and unusual items such as restructuring costs, acquisition-related costs, gain on sale of assets and pension settlements. The CODM uses segment earnings for insight into underlying trends comparing past financial performance with current performance by reporting segment on a consistent basis.

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The following is a summary of the Company’s significant accounts and balances by segment, reconciled to its consolidated financial statements:


	For the Third Quarter Ended September 28, 2025
	Americas		Europe		APMEA		Total

	(in millions)
Net sales
Net sales from external customers	$	464.1	$	111.6	$	36.0	$	611.7
Intersegment sales		2.2		6.4		22.0		30.6
Total segment net sales	$	466.3	$	118.0	$	58.0	$	642.3
Reconciliation of net sales
Elimination of intersegment sales								(30.6)
Total consolidated net sales							$	611.7
Less (a)
Segment cost of goods sold		227.2		75.7		40.7
Segment selling, general and administrative		113.7		26.0		9.6
Segment research and development		15.4		2.7		0.7
Segment earnings		110.0		13.6		7.0		130.6

Reconciliation of segment earnings to income before income taxes
Segment special items (b)								(1.9)
Corporate operating loss (c)								(17.3)
Consolidated operating income								111.4
Interest income								(2.5)
Interest expense								2.7
Other expense, net								0.2
Income before income taxes							$	111.0


	For the Third Quarter Ended September 29, 2024
	Americas		Europe		APMEA		Total

	(in millions)
Net sales
Net sales from external customers	$	400.0	$	107.3	$	36.3	$	543.6
Intersegment sales		1.9		5.9		17.3		25.1
Total segment net sales	$	401.9	$	113.2	$	53.6	$	568.7
Reconciliation of net sales
Elimination of intersegment sales								(25.1)
Total consolidated net sales							$	543.6
Less (a)
Segment cost of goods sold		198.4		75.1		36.6
Segment selling, general and administrative		101.7		24.1		9.5
Segment research and development		14.2		2.7		0.8
Segment earnings		87.6		11.3		6.7		105.6

Reconciliation of segment earnings to income before income taxes
Segment special items (b)								0.4
Corporate operating loss (c)								(12.8)
Consolidated operating income								93.2
Interest income								(2.1)
Interest expense								3.6
Other income, net								(0.6)
Income before income taxes							$	92.3

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	For the Nine Months Ended September 28, 2025
	Americas		Europe		APMEA		Total

	(in millions)
Net sales
Net sales from external customers	$	1,380.8	$	331.0	$	101.6	$	1,813.4
Intersegment sales		6.4		25.1		78.2		109.7
Total segment net sales	$	1,387.2	$	356.1	$	179.8	$	1,923.1
Reconciliation of net sales
Elimination of intersegment sales								(109.7)
Total consolidated net sales							$	1,813.4
Less (a)
Segment cost of goods sold		665.9		229.1		130.1
Segment selling, general and administrative		334.8		77.6		28.6
Segment research and development		43.0		7.7		2.1
Segment earnings		343.5		41.7		19.0		404.2

Reconciliation of segment earnings to income before income taxes
Segment special items (b)								(24.1)
Corporate operating loss (c)								(45.7)
Consolidated operating income								334.4
Interest income								(7.1)
Interest expense								8.1
Other expense, net								0.8
Income before income taxes							$	332.6


	For the Nine Months Ended September 29, 2024
	Americas		Europe		APMEA		Total

	(in millions)
Net sales
Net sales from external customers	$	1,266.9	$	344.7	$	100.2	$	1,711.8
Intersegment sales		6.7		18.0		63.7		88.4
Total segment net sales	$	1,273.6	$	362.7	$	163.9	$	1,800.2
Reconciliation of net sales
Elimination of intersegment sales								(88.4)
Total consolidated net sales							$	1,711.8
Less (a)
Segment cost of goods sold		630.5		236.6		115.4
Segment selling, general and administrative		310.5		75.4		27.9
Segment research and development		43.6		8.5		2.0
Segment earnings		289.0		42.2		18.6		349.8

Reconciliation of segment earnings to income before income taxes
Segment special items (b)								(6.7)
Corporate operating loss (c)								(41.7)
Consolidated operating income								301.4
Interest income								(6.1)
Interest expense								11.9
Other income, net								(1.4)
Income before income taxes							$	297.0

(a)	The significant expense categories and amounts align with segment-level information that is regularly provided to the CODM. Significant segment expenses exclude certain expenses incurred and benefits recognized, see footnote (b) below. Intersegment expenses are included within the amounts shown.

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(b)	Segment special items are excluded from segment earnings and defined as non-recurring and unusual expenses incurred or benefits recognized such as restructuring costs, acquisition-related costs, gain on sale of assets and pension settlements.

(c)

Corporate expenses are primarily for administrative compensation expense, compliance costs, professional fees, including corporate-related legal and audit expenses, shareholder services and benefit administration costs. Corporate special items are included within the amounts shown and consist of acquisition-related costs.


	Third Quarter Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2025		2024		2025		2024

	(in millions)
Capital expenditures
Americas	$	6.0	$	4.1	$	18.3	$	15.2
Europe		3.6		2.0		9.4		7.0
APMEA		1.9		0.3		3.6		1.1
Consolidated capital expenditures	$	11.5	$	6.4	$	31.3	$	23.3
Depreciation and amortization of intangibles
Americas	$	10.7	$	11.2	$	32.2	$	32.3
Europe		2.9		2.3		8.1		6.8
APMEA		0.6		0.5		1.7		1.7
Consolidated depreciation and amortization of intangibles	$	14.2	$	14.0	$	42.0	$	40.8


	September 28,		December 31,
	2025		2024

	(in millions)
Identifiable assets (at end of period)
Americas	$	1,931.3	$	1,728.0
Europe		625.5		534.1
APMEA		168.6		134.9
Consolidated identifiable assets	$	2,725.4	$	2,397.0
Property, plant and equipment, net (at end of period)
Americas	$	182.6	$	182.9
Europe		77.2		67.0
APMEA		7.6		4.9
Consolidated property, plant and equipment, net	$	267.4	$	254.8

The above summary of the Company’s significant accounts and balances by segment are presented on a basis consistent with the presentation included in Note 18 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The property, plant and equipment, net, in the U.S. of the Company’s Americas segment was $171.4 million and $170.9 million as of September 28, 2025 and December 31, 2024, respectively.

The following includes U.S. net sales of the Company’s Americas segment:


	Third Quarter Ended				Nine Months Ended
	September 28,		September 29,		September 28,		September 29,
	2025		2024		2025		2024

	(in millions)
U.S. net sales	$	438.1	$	375.3	$	1,303.2	$	1,188.4

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10. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following:


							Accumulated
	Foreign						Other
	Currency		Pension			Cash Flow	Comprehensive
	Translation		Adjustment (1)			Hedges (2)	Loss

	(in millions)

Balance December 31, 2024	$	(178.9)	$	—	$	2.5	$	(176.4)
Change in period		14.4		—		(0.7)		13.7
Balance March 30, 2025	$	(164.5)	$	—	$	1.8	$	(162.7)
Change in period		35.2		—		(0.7)		34.5
Balance June 29, 2025	$	(129.3)	$	—	$	1.1	$	(128.2)
Change in period		(1.5)		—		(0.5)		(2.0)
Balance September 28, 2025	$	(130.8)	$	—	$	0.6	$	(130.2)

Balance December 31, 2023	$	(147.3)	$	0.7	$	3.2	$	(143.4)
Change in period		(12.9)		—		1.4		(11.5)
Balance March 31, 2024	$	(160.2)	$	0.7	$	4.6	$	(154.9)
Change in period		(2.6)		—		(0.2)		(2.8)
Balance June 30, 2024	$	(162.8)	$	0.7	$	4.4	$	(157.7)
Change in period		19.4		(0.7)		(3.1)		15.6
Balance September 29, 2024	$	(143.4)	$	—	$	1.3	$	(142.1)

(1)	Pension adjustment relates to the acquired Bradley defined benefit retirement plan which was terminated effective December 31, 2023 and subsequently settled in September 2024.

(2)	Cash flow hedges include interest rate swaps and designated foreign currency hedges. See Note 12 for further details.

11. Debt

On July 12, 2024, the Company and certain of its subsidiaries entered into the Third Amended and Restated Credit Agreement by and among the Company, certain subsidiaries of the Company, the lenders and other parties from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement establishes a senior unsecured revolving credit facility of $800 million (the “Revolving Credit Facility”). The maturity date of the Revolving Credit Facility is July 12, 2029, subject to extension under certain circumstances and subject to the terms of the Credit Agreement. The Credit Agreement provides for a maximum consolidated leverage ratio of 3.50 to 1.00 (or 4.00 to 1.00 during temporary step-ups following certain acquisitions) and a minimum consolidated interest ratio of 3.50 to 1.00.

The Revolving Credit Facility also includes sub-limits of $100 million for letters of credit and $15 million for swing line loans. As of September 28, 2025, the Company had drawn down $200.0 million on this line of credit and had $12.2 million in letters of credit outstanding, which resulted in $587.8 million of unused and available credit under the Revolving Credit Facility as of such date. Borrowings outstanding bear interest at a fluctuating rate per annum equal to an applicable percentage defined as (i) in the case of Term Benchmark loans, the Term Benchmark rate plus an applicable percentage, ranging from 1.075% to 1.325%, or (ii) in the case of alternate base rate loans and swing line loans, interest (which at all times will not be less than 1.00%) at the greatest of (a) the Prime Rate in effect on such day, (b) the FRBNY Rate in effect on such day plus 0.50% and (c) the Term Benchmark rate plus 1.00% for a one-month interest period, in each case, determined by reference to the Company’s consolidated leverage ratio. For the borrowings denominated in dollars, there is a fixed 10 basis point adjustment if the reference rate is Term SOFR. The weighted average interest rate on debt outstanding under the Revolving Credit Facility as of September 28, 2025 was 5.38%. The weighted average interest rate on debt outstanding inclusive of the interest rate swaps discussed in Note 12 of the Notes to Consolidated Financial Statements and interest rates under the Revolving Credit Facility as of September 28, 2025 was 4.07%. In addition to paying interest under the Credit Agreement, the Company is also required to pay certain fees in connection with the Revolving Credit Facility, including, but not limited to, an unused facility fee and letter of credit fees. The Company may repay loans outstanding under the Credit Agreement from time to time without premium or

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penalty, other than customary breakage costs, if any, and subject to the terms of the Credit Agreement. The Credit Agreement contains an expansion option of $400.0 million.

The Credit Agreement imposes various restrictions on the Company and its subsidiaries, including restrictions pertaining to: (i) the incurrence of additional indebtedness, (ii) limitations on liens, (iii) making distributions, dividends and other payments, (iv) mergers, consolidations and acquisitions, (v) dispositions of assets, (vi) certain consolidated leverage ratios and consolidated interest coverage ratios, (vii) transactions with affiliates, (viii) changes to governing documents, and (ix) changes in control. As of September 28, 2025, the Company was in compliance with these financial covenants.

The Company maintains letters of credit that guarantee its performance or payment to third parties in accordance with specified terms and conditions. The Company’s letters of credit are primarily associated with insurance coverage. The Company’s letters of credit generally expire within one year of issuance. These instruments may exist or expire without being drawn down. Therefore, they do not necessarily represent future cash flow obligations.

12. Financial Instruments and Derivative Instruments

Fair Value

The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments. The fair value of the Company’s variable rate debt under the Revolving Credit Facility approximates its carrying value.

Financial Instruments

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including deferred compensation plan assets and related liabilities and derivatives. The fair values of these financial assets and liabilities were determined using the following inputs as of September 28, 2025 and December 31, 2024:


	Fair Value Measurements at September 28, 2025 Using:
			Quoted Prices in Active		Significant Other		Significant
			Markets for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)

	(in millions)
Assets
Plan asset for deferred compensation(1)	$	2.9	$	2.9	$	—	$	—
Interest rate swap(2)	$	1.4	$	—	$	1.4	$	—
Total assets	$	4.3	$	2.9	$	1.4	$	—
Liabilities
Plan liability for deferred compensation(3)	$	2.9	$	2.9	$	—	$	—
Interest rate swap(4)	$	0.5	$	—	$	0.5	$	—
Total liabilities	$	3.4	$	2.9	$	0.5	$	—

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	Fair Value Measurements at December 31, 2024 Using:
			Quoted Prices in Active		Significant Other		Significant
			Markets for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)

	(in millions)
Assets
Plan asset for deferred compensation(1)	$	2.5	$	2.5	$	—	$	—
Interest rate swap(2)	$	3.8	$	—	$	3.8	$	—
Designated foreign currency hedges(5)	$	0.5	$	—	$	0.5	$	—
Total assets	$	6.8	$	2.5	$	4.3	$	—
Liabilities
Plan liability for deferred compensation(3)	$	2.5	$	2.5	$	—	$	—
Interest rate swap(4)	$	1.0	$	—	$	1.0	$	—
Total liabilities	$	3.5	$	2.5	$	1.0	$	—

(1)	Included on the Company’s consolidated balance sheet in other assets (other, net).

(2)

As of September 28, 2025, $1.4 million classified in prepaid expenses and other current assets on the Company’s consolidated balance sheet. As of December 31, 2024, $2.9 million classified in prepaid expenses and other current assets and $0.9 million classified in other assets (other, net) on the Company’s consolidated balance sheet.

(3)Included on the Company’s consolidated balance sheet in accrued compensation and benefits.

(4)

As of September 28, 2025, $0.5 million classified in accrued expenses and other liabilities on the Company’s consolidated balance sheet. As of December 31, 2024, $0.7 million classified in accrued expenses and other liabilities and $0.3 million classified in other noncurrent liabilities on the Company’s consolidated balance sheet.

(5)	Included on the Company’s consolidated balance sheet in prepaid expenses and other current assets.

Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase and consist primarily of money market funds, for which the carrying amount is a reasonable estimate of fair value.

The Company uses financial instruments from time to time to enhance its ability to manage risk, including foreign currency and commodity pricing exposures, which exist as part of its ongoing business operations. The use of derivatives exposes the Company to counterparty credit risk for nonperformance and to market risk related to changes in currency exchange rates and commodity prices. The Company manages its exposure to counterparty credit risk through diversification of counterparties. The Company’s counterparties in derivative transactions are substantial commercial banks with significant experience using such derivative instruments. The impact of market risk on the fair value and cash flows of the Company’s derivative instruments is monitored and the Company restricts the use of derivative financial instruments to hedging activities. The Company does not enter into contracts for trading purposes, nor does the Company enter into any contracts for speculative purposes. The use of derivative instruments is approved by senior management under written guidelines.

Interest Rate Swaps

On July 12, 2024, the Company entered into the Credit Agreement, extending the maturity date of the Revolving Credit Facility from March 30, 2026 to July 12, 2029, and amending the expansion option to $400 million. Borrowings outstanding under the Revolving Credit Facility bear interest at a fluctuating rate per annum as further detailed in Note 11.

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In order to manage the Company’s exposure to changes in cash flows attributable to fluctuations in interest payments related to the Company’s floating rate debt, the Company entered into an interest rate swap on March 30, 2021. Under the interest rate swap agreement, the Company received the one-month USD-LIBOR subject to a 0.00% floor and paid a fixed rate of 1.02975% on a notional amount of $100.0 million. On August 2, 2022, the Company amended the interest rate swap to replace LIBOR as a reference rate for borrowings with Term SOFR. Under the amended interest rate swap agreement, the Company receives the one-month Term SOFR subject to a -0.1% floor and pays a fixed rate of 0.942% on a notional amount of $100.0 million. The Company elected the optional expedient in connection with amending its interest rate swap to replace the reference rate from LIBOR to Term SOFR to consider the amendment as a continuation of the existing contract without having to perform an assessment that would otherwise be required under U.S. GAAP. The Company entered into an additional interest rate swap on October 23, 2023, as part of the acquisition of Bradley. Under the interest rate swap agreement, the Company receives the one-month Term SOFR subject to a -0.1% floor and pays a fixed rate of 4.844% on a notional amount of $100.0 million. Both swaps mature on March 30, 2026. The Company formally documents the hedge relationships at hedge inception to ensure that its interest rate swaps qualify for hedge accounting. On a quarterly basis, the Company assesses whether the interest rate swap is highly effective in offsetting changes in the cash flow of the hedged item. The Company does not hold or issue interest rate swaps for trading purposes. The swaps are designated as cash flow hedges. For the third quarter and nine months ended September 28, 2025, net losses of $0.5 million and $1.4 million, respectively, were recorded in Accumulated Other Comprehensive Loss to recognize the effective portion of the fair value of the interest rate swap that qualifies as a cash flow hedge.

Designated Foreign Currency Hedges

The Company’s foreign subsidiaries transact most business, including certain intercompany transactions, in foreign currencies. Such transactions are principally purchases or sales of materials. The Company has exposure to a number of foreign currencies, including the Canadian dollar, the euro, the Chinese yuan and the Australian dollar. The Company uses a layering methodology, whereby at the end of each quarter, the Company enters into forward exchange contracts hedging the Canadian dollar to the U.S. dollar, which hedge up to 85% of the forecasted intercompany purchase transactions between one of the Company’s Canadian subsidiaries and the Company’s U.S. operating subsidiaries for the next twelve months. As of September 28, 2025, all designated foreign exchange hedge contracts were cash flow hedges under ASC 815, Derivatives and Hedging. The Company records the effective portion of the designated foreign currency hedge contracts in other comprehensive (loss) income until inventory turns and is sold to a third-party. Once the third-party transaction associated with the hedged forecasted transaction occurs, the effective portion of any related gain or loss on the designated foreign currency hedge is reclassified into earnings within cost of goods sold. In the event the notional amount of the derivatives exceeds the forecasted intercompany purchases for a given month, the excess hedge position will be attributed to the following month’s forecasted purchases. However, if the following month’s forecasted purchases cannot absorb the excess hedge position from the current month, the effective portion of the hedge recorded in other comprehensive (loss) income will be reclassified to earnings.

The notional amounts outstanding as of September 28, 2025 for the Canadian dollar to U.S. dollar contracts was $15.7 million. The fair value of the Company’s designated foreign hedge contracts outstanding as of September 28, 2025 was a liability of less than $0.1 million. As of September 28, 2025, the amount expected to be reclassified into cost of goods sold from other comprehensive (loss) income in the next twelve months is a loss of less than $0.1 million.

13. Contingencies and Environmental Remediation

In the ordinary course of business, the Company is involved in disputes, litigation, and governmental or regulatory inquiries and investigations, both pending and threatened, including those involving product liability, environmental matters, and commercial disputes.

Other than the items described below, significant commitments and contingencies at September 28, 2025 are consistent with those discussed in Note 16 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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As of September 28, 2025, the Company estimates that the aggregate amount of reasonably possible loss in excess of the amount accrued for its contingencies is approximately $2.3 million. With respect to the estimate of reasonably possible loss, management has estimated the upper end of the range of reasonably possible loss based on (i) the amount of money damages claimed, where applicable, (ii) the allegations and factual development to date, (iii) available defenses based on the allegations, and/or (iv) other potentially liable parties. This estimate is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the estimate will change from time to time, and actual results may vary significantly from the current estimate. In the event of an unfavorable outcome in one or more of the matters, the ultimate liability may be in excess of amounts currently accrued, if any, and may be material to the Company’s operating results or cash flows for a particular quarterly or annual period. However, based on information currently known to it, management believes that the ultimate outcome of all matters, as they are resolved over time, is not likely to have a material adverse effect on the financial condition of the Company.

Chemetco, Inc. Superfund Site, Hartford, Illinois

In August 2017, Watts Regulator Co. (a wholly-owned subsidiary of the Company) received a “Notice of Environmental Liability” from the Chemetco Site Group (“Group”) alleging that it is a potentially responsible party (“PRP”) for the Chemetco, Inc. Superfund Site in Hartford, Illinois (the “Site”) because it arranged for the disposal or treatment of hazardous substances that were contained in materials sent to the Site and that resulted in the release or threat of release of hazardous substances at the Site. The letter offered Watts Regulator Co. the opportunity to join the Group and participate in the Remedial Investigation and Feasibility Study (“RI/FS”) for a portion of the Site. Watts Regulator Co. joined the Group in September 2017 and was added in March 2018 as a signatory to the Administrative Settlement Agreement and Order on Consent with the United States Environmental Protection Agency (“USEPA”) and the Illinois Environmental Protection Agency (“IEPA”) governing completion of the RI/FS. The Remedial Investigation report has been completed for the first portion of the site. For that same portion of the site, the draft Feasibility Study (“FS”) report was submitted to USEPA and IEPA for review and comment in September 2021. USEPA and IEPA both issued comments on the draft FS. The Group provided responses to the Agency comments on December 1, 2023. The deadline for submission of the revised FS report has been deferred with USEPA’s consent until all Agency comments are resolved. Comments and final approval from the USEPA are required to complete the FS process. USEPA has identified December 2027 to February 2028 as its targeted milestone for completion of the FS and for the Agency’s selection of a remedy.

Based on information currently known to it, management believes that Watts Regulator Co.’s share of the costs of the RI/FS is not likely to have a material adverse effect on the financial condition of the Company, or have a material adverse effect on the Company’s operating results for any particular period. The Company is unable to estimate a range of reasonably possible loss for the above matter in which damages have not been specified because: (i) the FS process for the first portion of the Site has not been completed, and the RI/FS process for the remainder of the Site has not yet been initiated, to determine what remediation plans will be implemented and the costs of such plans; (ii) the total amount of material sent to the Site, and the total number of PRPs who may or may not agree to fund or perform any remediation, have not been determined; (iii) the share contribution for PRPs to any remediation has not been determined; and (iv) the number of years required to implement a remediation plan acceptable to USEPA and IEPA is uncertain.

14. Subsequent Events

On November 3, 2025, the Company declared a quarterly dividend of fifty-two cents ($0.52) per share on each outstanding share of Class A common stock and Class B common stock payable on December 15, 2025 to stockholders of record on December 1, 2025.

Business Acquisition

On November 4, 2025, the Company completed the acquisition of Haws Corporation (“Haws”) in a share purchase transaction funded with cash on hand. Haws is headquartered in Sparks, Nevada and is a leading global brand providing emergency safety and hydration solutions serving industrial, institutional and non-residential end markets for more than 120 years. The acquisition is not material to the Company’s consolidated financial statements and will be accounted for as a business combination in the fourth quarter of 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of our future results of operations or our financial position or state other forward-looking information. The forward-looking statements included in this Quarterly Report on Form 10-Q, including without limitation statements regarding our business performance and strategy, including, without limitation, expected financial results, benefits from recent acquisitions and future acquisitions, expected investments in capital expenditures, expected impacts from legislation and our ability to manage challenging macro-economic and softer market conditions, including impacts from tariffs, are only predictions and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify these forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to differ materially from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Some of the factors that might cause these differences are described under Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this report, and, except as required by law, we undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

Overview

The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and related notes. In this Quarterly Report on Form 10-Q, references to “the Company,” “Watts,” “we,” “us” or “our” refer to Watts Water Technologies, Inc. and its consolidated subsidiaries.

We are a leading supplier of solutions, systems and products that manage and conserve the flow of fluids and energy into, through and out of buildings in the commercial, industrial and residential markets in the Americas, Europe and Asia-Pacific, Middle East and Africa (“APMEA”). For over 150 years, we have designed and produced valve systems that safeguard and regulate water systems, energy efficient heating and hydronic systems, drainage systems and water filtration technology that helps purify and conserve water. We earn revenue and income almost exclusively from the sale of our products. Our principal product and solution categories include:

● Residential & commercial flow control and protection—includes products and solutions typically sold into plumbing and hot water applications such as backflow preventers, water pressure regulators, temperature and pressure relief valves, thermostatic mixing valves, leak detection and protection products, commercial washroom solutions and emergency safety products and equipment. Many of our flow control and protection products are now smart and connected enabled, warning of leaks, floods, freezing temperatures and other hazards with alerts to Building Management Systems (“BMS”) and/or personal devices giving our customers greater insight into their water management and the ability to shut off the water supply to avoid waste and mitigate damage.

● Heating, ventilation and air conditioning (“HVAC”) & gas—includes commercial high-efficiency boilers, water heaters and heating solutions, hydronic and electric heating systems for under-floor radiant applications, custom heat and hot water solutions, hydronic pump groups for boiler manufacturers and alternative energy control packages, and flexible stainless steel connectors for natural and liquid propane gas in commercial food service and residential applications. Most of our HVAC products and solutions feature advanced controls enabling customers to easily connect to the BMS for better monitoring, control and operation.

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● Drainage & water re-use—includes drainage products and engineered rainwater harvesting solutions for commercial, industrial, marine and residential applications, including connected roof drain systems.

● Water quality—includes point-of-use, point-of-entry, closed loop, cooling tower, and other water applications used for water filtration, monitoring, conditioning and scale prevention systems for commercial, marine, light industrial and residential applications.

Our business is reported in three geographic segments: Americas, Europe, and APMEA. We distribute our products through four primary distribution channels: wholesale, original equipment manufacturers (“OEMs”), specialty, and do-it-yourself (“DIY”).

We believe the factors relating to our future growth include continued product innovation that meets the needs of our customers and our end markets; our ability to continue to make selective acquisitions, both in our core markets as well as in complementary markets; regulatory requirements relating to the quality and conservation of water and the safe use of water; increased demand for clean water; and continued enforcement of plumbing and building codes. Our acquisition strategy focuses on businesses that promote our key macro themes around safety and regulation, energy efficiency and water conservation. We target businesses that we believe will provide us with one or more of the following: an entry into new markets and/or new geographies, improved channel access, unique and/or proprietary technologies, including smart and connected technologies, advanced production capabilities or complementary solution offerings. We have completed 15 acquisitions since 2015, and in the last two years, we have completed four strategic and complementary acquisitions that expanded our addressable market and that we believe will enable value creation through greater scale and growth opportunities.

Our innovation strategy is focused on differentiated products and solutions that will provide greater opportunity to distinguish ourselves in the marketplace, while at the same time creating innovative products and smart solutions to protect, control, and conserve critical resources, and help our customers with their sustainability efforts through the use of our products. We continually look for strategic opportunities to invest in new products and markets or divest existing product lines where necessary in order to meet those objectives.

Over the past several years we have been building our smart and connected products foundation by expanding our internal capabilities and making strategic acquisitions. Our strategy is to deliver superior customer value through smart and connected products and intelligent water solutions. This strategy focuses on three dimensions: Connect, Control and Conserve. We are focused on introducing products that connect our customers with smart systems, manage systems for optimal performance, and conserve critical resources by increasing operability, efficiency and safety.

Products representing a majority of our sales are subject to regulatory standards and code enforcement, which typically require that these products meet stringent performance criteria. We have consistently advocated for the development and enforcement of such plumbing codes. We are focused on maintaining stringent quality control and testing procedures at each of our manufacturing facilities in order to manufacture products in compliance with code requirements and take advantage of the resulting demand for compliant products. We believe that product development, product testing capability and investment in plant and equipment needed to manufacture products in compliance with code requirements, represent a competitive advantage for us.

Tariffs imposed on foreign imports into the United States, particularly from Canada, China and Mexico, have increased the cost of our products and could adversely impact the gross margin we earn on our products. We are proactively responding to the dynamic trade environment by leveraging our global sourcing strategy, driving incremental productivity within our operations and implementing pricing actions as appropriate. We expect that our significant degree of vertical integration, with manufacturing close to our customers, will be an advantage for us in the current environment. We have a proven track record of successfully navigating through periods of disruption and are committed to continuing our strong execution. However, there can be no assurance that we will be able to fully mitigate the impact of new or increased tariffs and actions taken by the United States or other countries to impose or increase tariffs which could have a material adverse effect on our business, financial condition or results of operations. We also continue to experience inflation in our labor and overhead costs. Despite these challenges and uncertainties, we continue to invest in our business, including new products, our smart and connected solutions and our growth and productivity initiatives. We remain focused on our customers’ needs and executing on our long-term strategy.

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The trade policy environment and the ongoing U.S. government shutdown has created uncertainty and may result in further reductions to economic forecasts, including a reduction in global gross domestic product (“GDP”) expectations. While GDP is expected to be lower than the prior year, it is expected to remain positive and is generally a leading indicator for our repair and replacement business. New construction indicators are mixed. Multi-family housing, office, retail and recreation verticals are expected to be down, but light industrial, including data centers, is growing and institutional verticals remain steady. The impact of the enacted tariffs and the U.S. government shutdown on interest rate levels and new construction remains uncertain. The European economy remains weak and geo-political uncertainties continue, all of which may adversely affect our future financial results.

Financial Overview

Third quarter 2025 sales increased 12.5%, or $68.1 million, on a reported basis, and 9.4%, or $50.8 million, on an organic basis, compared to the third quarter of 2024. The reported sales increase compared to the third quarter of 2024 was positively impacted by acquired sales of 2.0%, or $11.1 million, all reported within the Americas segment, as well as net favorable impact of foreign exchange of 1.1%, or $6.2 million, primarily due to strengthening of the euro against the U.S. dollar. The 9.4% organic growth was driven by organic growth in the Americas of 13.3% and in APMEA of 0.3%, partially offset by organic decline in Europe of 2.3%. The organic growth was primarily driven by favorable price realization and increased volume in the Americas, including pull-forward demand resulting from tariff-related price increases. Organic growth in the Americas and APMEA was partially offset by lower volumes in Europe. Operating income of $111.4 million increased by $18.2 million, or 19.5%, in the third quarter of 2025 as compared to the third quarter of 2024. This increase was primarily driven by favorable price realization, volume growth and productivity, partially offset by inflation and tariffs.

In discussing our results of operations, segment earnings is the GAAP performance measure used by our chief operating decision-maker (“CODM”) to assess and evaluate segment results. Segment earnings exclude the impacts of special items which are defined as non-recurring, and unusual expenses or benefits such as restructuring costs, acquisition-related costs, gain on sale of assets and pension settlements. The CODM uses segment earnings for insight into underlying trends comparing past financial performance with current performance by reporting segment on a consistent basis.

In addition, we refer to non-GAAP organic changes in financial measures, including organic net sales, organic net sales growth, organic selling, general and administrative expenses, and organic segment earnings, that exclude the impacts of acquisitions, divestitures and foreign exchange. Management believes reporting these non-GAAP financial measures provides useful information to investors, potential investors and others, because it allows for additional insight into underlying trends by providing growth on a consistent basis. We reconcile the change in these non-GAAP financial measures to our reported results below.

Recent Developments

On November 4, 2025, we completed the acquisition of Haws Corporation (“Haws”) in a share purchase transaction funded with cash on hand. Haws is headquartered in Sparks, Nevada and is a leading global brand providing emergency safety and hydration solutions serving industrial, institutional and non-residential end markets for more than 120 years.

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Results of Operations

Third Quarter Ended September 28, 2025 Compared to Third Quarter Ended September 29, 2024

Net Sales. Our business is reported in three geographic segments: Americas, Europe and APMEA. Our net sales in each of these segments for each of the third quarters of 2025 and 2024 were as follows:


	Third Quarter Ended										% Change to
	September 28, 2025				September 29, 2024						Consolidated
	Net Sales		% Sales		Net Sales		% Sales		Change		Net Sales

	(dollars in millions)
Americas	$	464.1	75.9	%	$	400.0	73.6	%	$	64.1	11.8	%
Europe		111.6	18.2			107.3	19.7			4.3	0.8
APMEA		36.0	5.9			36.3	6.7			(0.3)	(0.1)
Total	$	611.7	100.0	%	$	543.6	100.0	%	$	68.1	12.5	%

The change in net sales was attributable to the following:


									Change As a %								Change As a %
									of Consolidated Net Sales								of Segment Net Sales

	Americas		Europe		APMEA		Total		Americas		Europe		APMEA		Total		Americas		Europe		APMEA

	(dollars in millions)
Organic	$	53.2	$	(2.5)	$	0.1	$	50.8	9.8	%	(0.4)	%	—	%	9.4	%	13.3	%	(2.3)	%	0.3	%
Foreign exchange		(0.2)		6.8		(0.4)		6.2	—		1.2		(0.1)		1.1		(0.1)		6.3		(1.1)
Acquired		11.1		—		—		11.1	2.0		—		—		2.0		2.8		—		—
Total	$	64.1	$	4.3	$	(0.3)	$	68.1	11.8	%	0.8	%	(0.1)	%	12.5	%	16.0	%	4.0	%	(0.8)	%

Our products are sold primarily to wholesalers, OEMs, DIY chains, and through various specialty channels. The change in organic net sales by channel was attributable to the following:


											Change As a %
											of Prior Year Sales (*)
	Wholesale		OEMs		DIY		Specialty		Total		Wholesale		OEMs		DIY		Specialty

	(dollars in millions)
Americas	$	38.0	$	3.7	$	(0.7)	$	12.2	$	53.2	14.4	%	15.7	%	(3.9)	%	12.8	%
Europe		(1.9)		(0.6)		—		—		(2.5)	(2.6)		(1.8)		—		—
APMEA		(0.8)		1.0		—		(0.1)		0.1	(3.1)		55.6		—		(1.2)
Total	$	35.3	$	4.1	$	(0.7)	$	12.1	$	50.8	9.7	%	7.0	%	(3.8)	%	11.7	%

* Segment change as a % of segment net sales by channel and Total change as a % of consolidated net sales by channel.

Americas net sales increased $64.1 million, or 16.0%, for the third quarter of 2025 compared to the third quarter of 2024. The change in net sales was positively impacted by $11.1 million, or 2.8%, of acquired sales related to acquisitions completed in the first and second quarters of 2025. The change in net sales was negatively impacted by $0.2 million, or 0.1%, of foreign currency translation. Organic net sales increased $53.2 million, or 13.3%, primarily due to favorable price realization and higher volumes, including pull-forward demand into the third quarter of 2025.

Europe net sales increased $4.3 million, or 4.0%, for the third quarter of 2025 compared to the third quarter of 2024. The increase in net sales was positively impacted by favorable foreign currency translation of $6.8 million, or 6.3%. Organic net sales decreased $2.5 million, or 2.3%, primarily due to reduced volumes due to a decline in drains product sales and continued market weakness, partially offset by favorable price realization.

APMEA net sales decreased $0.3 million, or 0.8%, for the third quarter of 2025 compared to the third quarter of 2024. The change in net sales was negatively impacted by $0.4 million, or 1.1%, of foreign currency translation. Organic net sales increased $0.1 million, or 0.3%, primarily due to growth in Australia and the Middle East, partially offset by declines in China and New Zealand.

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The net increase in net sales due to foreign exchange was mostly due to the favorable impact of the depreciation of the U.S. dollar against the euro partially offset by the appreciation of the U.S. dollar against the Australian dollar and Canadian dollar in the third quarter of 2025. We cannot predict whether foreign currencies will appreciate or depreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our net sales.

Gross Profit. Gross profit and gross profit as a percent of net sales (gross margin) for the third quarters of 2025 and 2024 were as follows:


	Third Quarter Ended
	September 28, 2025			September 29, 2024

	(dollars in millions)
Gross profit	$	298.4		$	257.1
Gross margin		48.8	%		47.3	%

Gross profit and gross margin increased primarily from higher price realization, higher volume and productivity, partially offset by inflation and tariffs.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses increased $26.1 million, or 16.4%, in the third quarter of 2025 compared to the third quarter of 2024. The increase in SG&A expenses was attributable to the following:


	(in millions)		% Change
Organic	$	12.9	8.1	%
Foreign exchange		1.6	1.0
Acquired		4.7	3.0
Special items		6.9	4.3
Total	$	26.1	16.4	%

The increase in organic SG&A expenses was primarily due to a net increase in short-term and long-term compensation accruals of $6.6 million, an increase in strategic investments of $4.8 million, general inflation of $4.2 million and increased variable costs of $3.1 million due to higher net sales, partially offset by a $3.4 million net benefit from the release of a previously reserved contingency matter, $2.9 million from productivity initiatives, and $1.6 million of restructuring savings compared to the third quarter of 2024. The increase in foreign exchange was mainly due to the depreciation of the U.S. dollar against the euro. The acquired SG&A costs related to two acquisitions in the Americas segment completed in the first and second quarters of 2025. The increase in special items SG&A expenses was primarily due to a $7.8 million gain on the settlement of Bradley’s frozen pension plan, partially offset by acquisition-related costs of $0.9 million, recognized in the third quarter of 2024. Total SG&A expenses, as a percentage of net sales, were 30.3% in the third quarter of 2025 compared to 29.2% in the third quarter of 2024.

Restructuring. In the third quarter of 2025, we recorded a net restructuring charge of $1.9 million, which primarily related to the 2025 French restructuring program that was approved in the first quarter of 2025 and immaterial severance costs related to other cost actions in the Europe segment. In the third quarter of 2024, we recorded a net restructuring charge of $4.9 million, which primarily related to immaterial actions in all regions including severance and other cost reductions. For a more detailed description of our restructuring plans, see Note 6 of the Notes to the Consolidated Financial Statements.

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Operating Income. Operating income, which is made up of segment earnings, Corporate operating loss and special items, for the third quarters of 2025 and 2024 was as follows:


							% Change to
	Third Quarter Ended						Consolidated
	September 28,		September 29,				Operating
	2025		2024		Change		Income
	(dollars in millions)
Americas	$	110.0	$	87.6	$	22.4	24.0	%
Europe		13.6		11.3		2.3	2.5
APMEA		7.0		6.7		0.3	0.3
Total segment earnings	$	130.6	$	105.6	$	25.0	26.8	%

Corporate operating loss - excluding special items	$	(17.3)	$	(12.8)	$	(4.5)	(4.8)	%
Corporate special items		—		—		—	—
Corporate operating loss - as reported	$	(17.3)	$	(12.8)	$	(4.5)	(4.8)	%

Segment special items		(1.9)		0.4		(2.3)	(2.5)
Total operating income	$	111.4	$	93.2	$	18.2	19.5	%

The increase (decrease) in total segment earnings was attributable to the following:


									Change As a % of								Change As a % of
									Total Segment Earnings								Segment Earnings

	Americas		Europe		APMEA		Total		Americas		Europe		APMEA		Total		Americas		Europe		APMEA

	(dollars in millions)
Organic	$	20.7	$	1.5	$	0.3	$	22.5	19.6	%	1.4	%	0.3	%	21.3	%	23.6	%	13.3	%	4.5	%
Foreign exchange		(0.1)		0.8		—		0.7	(0.1)		0.8		—		0.7		(0.1)		7.1		—
Acquired		1.8		—		—		1.8	1.7		—		—		1.7		2.1		—		—
Total	$	22.4	$	2.3	$	0.3	$	25.0	21.2	%	2.2	%	0.3	%	23.7	%	25.6	%	20.4	%	4.5	%

Operating income increased $18.2 million, or 19.5%, for the third quarter of 2025 compared to the third quarter of 2024. Operating income was unfavorably impacted by segment special items of $1.9 million relating to restructuring charges incurred in the third quarter of 2025 compared to the third quarter of 2024 which included a $7.8 million gain on the settlement of Bradley’s frozen pension plan, partially offset by $4.9 million of restructuring charges and $2.5 million of acquisition-related costs. The increase in organic operating income of $22.5 million, or 21.3%, was primarily due to higher price realization, increased volume in the Americas, including pull-forward demand into the third quarter of 2025, productivity and savings from prior restructuring actions, partially offset by volume deleverage in Europe, inflation, tariffs and investments.

Interest Income. Interest income in the third quarter of 2025 increased $0.4 million compared to the third quarter of 2024, primarily due to higher cash and cash equivalents balances.

Interest Expense. Interest expense in the third quarter of 2025 decreased $0.9 million compared to the third quarter of 2024, primarily due to a lower principal balance of debt outstanding. Refer to Note 11 of the Notes to Consolidated Financial Statements for further details.

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Other Expense (Income), Net. Other expense (income), net, was an expense balance of $0.2 million in the third quarter of 2025, primarily due to unfavorable foreign currency translation, compared to an income balance of $0.6 million in the third quarter of 2024, primarily due to an immaterial investment gain partially offset by unfavorable foreign currency translation.

Income Taxes. Our effective income tax rate increased to 25.9% in the third quarter of 2025, from 25.1% in the third quarter of 2024 related to changes from the One Big Beautiful Bill Act (“OBBBA”). We currently do not expect the OBBBA to have a material impact on our estimated effective income tax rate in 2025.

Net Income. Net income was $82.2 million, or $2.45 per share of common stock on a diluted basis, for the third quarter of 2025, compared to $69.1 million, or $2.06 per share of common stock on a diluted basis, for the third quarter of 2024. Results for the third quarter of 2025 included after-tax charges of $1.5 million, or $0.05 per share of common stock, for restructuring. Results for the third quarter of 2024 included an after-tax benefit of $5.8 million, or $0.17 per share of common stock, for a gain on the settlement of the Bradley pension plan and $0.9 million, or $0.03 per share of common stock, for other investment gains, partially offset by after-tax charges of $3.8 million, or $0.11 per common share, for restructuring and $1.9 million, or $0.06 per share of common stock, for acquisition-related costs.

Nine Months Ended September 28, 2025 Compared to Nine Months Ended September 29, 2024

Net Sales. Our net sales in each of the three geographic segments for the first nine months of 2025 and 2024 were as follows:


	Nine Months Ended										% Change to
	September 28, 2025				September 29, 2024						Consolidated
	Net Sales		% Sales		Net Sales		% Sales		Change		Net Sales

	(dollars in millions)
Americas	$	1,380.8	76.1	%	$	1,266.9	74.0	%	$	113.9	6.6	%
Europe		331.0	18.3			344.7	20.1			(13.7)	(0.8)
APMEA		101.6	5.6			100.2	5.9			1.4	0.1
Total	$	1,813.4	100.0	%	$	1,711.8	100.0	%	$	101.6	5.9	%

The change in net sales was attributable to the following:


									Change as a %								Change as a %
									of Consolidated Net Sales								of Segment Net Sales

	Americas		Europe		APMEA		Total		Americas		Europe		APMEA		Total		Americas		Europe		APMEA

	(dollars in millions)
Organic	$	92.5	$	(22.5)	$	3.5	$	73.5	5.4	%	(1.3)	%	0.2	%	4.3	%	7.3	%	(6.6)	%	3.5	%
Foreign exchange		(1.7)		8.8		(2.1)		5.0	(0.1)		0.5		(0.1)		0.3		(0.1)		2.6		(2.1)
Acquired		23.1		—		—		23.1	1.3		—		—		1.3		1.8		—		—
Total	$	113.9	$	(13.7)	$	1.4	$	101.6	6.6	%	(0.8)	%	0.1	%	5.9	%	9.0	%	(4.0)	%	1.4	%

The change in organic net sales by channel was attributable to the following:


											Change As a %
											of Prior Year Sales (*)
	Wholesale		OEMs		DIY		Specialty		Total		Wholesale		OEMs		DIY		Specialty

	(dollars in millions)
Americas	$	69.5	$	4.6	$	(0.3)	$	18.7	$	92.5	8.4	%	6.0	%	(0.5)	%	6.2	%
Europe		(12.5)		(9.9)		(0.1)		—		(22.5)	(5.3)		(9.2)		(5.6)		—
APMEA		2.7		1.7		—		(0.9)		3.5	3.8		33.3		—		(3.6)
Total	$	59.7	$	(3.6)	$	(0.4)	$	17.8	$	73.5	5.3	%	(1.9)	%	(0.6)	%	5.5	%

* Segment change as a % of segment net sales by channel and Total change as a % of consolidated net sales by channel.

Table of Contents

Americas net sales increased $113.9 million, or 9.0%, for the first nine months of 2025 compared to the first nine months of 2024. The change in net sales was positively impacted by $23.1 million, or 1.8%, of acquired sales related to two acquisitions completed in the first and second quarters of 2025. The change in net sales was negatively impacted by $1.7 million, or 0.1%, of foreign currency translation. Organic net sales increased $92.5 million, or 7.3%, primarily due to favorable price realization, and higher volume, including pull-forward demand into the third quarter of 2025, partially offset by fewer shipping days in the first nine months of 2025. The organic net sales growth was primarily in the wholesale channel from increased sales across our core valve and drain products and in the specialty channel from increased sales of our heating and hot water products.

Europe net sales decreased $13.7 million, or 4.0%, for the first nine months of 2025 compared to the first nine months of 2024. The change in net sales was positively impacted by $8.8 million, or 2.6%, of favorable foreign currency translation. Organic net sales decreased $22.5 million, or 6.6%, primarily due to volume declines from market weakness in the OEM and wholesale channels and fewer shipping days in the first nine months of 2025, partially offset by favorable price realization. The OEM channel was impacted by reduced government energy incentives and the related heat pump destocking primarily in the first half of 2025, while the wholesale channel was primarily impacted by reduced volume of plumbing product sales into France and Benelux.

APMEA net sales increased $1.4 million, or 1.4%, for the first nine months of 2025 compared to the first nine months of 2024. The change in net sales was negatively impacted by $2.1 million, or 2.1%, of unfavorable foreign currency translation. Organic net sales increased $3.5 million, or 3.5%, primarily due to volume growth in China, Australia and the Middle East, partially offset by fewer shipping days in the first nine months of 2025.

The net increase in net sales due to foreign exchange was mostly due to the favorable impact of the depreciation of the U.S. dollar against the euro, partially offset by the unfavorable impact of the appreciation of the U.S. dollar against the Australian dollar and Canadian dollar in the first nine months of 2025.

Gross Profit. Gross profit and gross profit as a percent of net sales (gross margin) for the first nine months of 2025 and 2024 were as follows:


	Nine Months Ended
	September 28, 2025			September 29, 2024

	(dollars in millions)
Gross profit	$	896.7		$	809.4
Gross margin		49.4	%		47.3	%

Gross profit and gross margin increased primarily from higher price realization, productivity and lower amortization of fair value inventory adjustments from acquisitions, partially offset by inflation and tariffs.

Selling, General and Administrative Expenses. SG&A expenses increased $38.1 million, or 7.6%, in the first nine months of 2025 compared to the first nine months of 2024. The increase in SG&A expenses was attributable to the following:


	(in millions)		% Change
Organic	$	18.7	3.7	%
Foreign exchange		1.1	0.2
Acquired		10.5	2.1
Special items		7.8	1.6
Total	$	38.1	7.6	%

The increase in organic SG&A expenses was primarily due to an increase in strategic investments of $12.1 million, general inflation of $11.8 million, increased variable costs of $8.3 million due to higher net sales and a net increase in short-term and long-term compensation accruals of $7.6 million, partially offset by $8.6 million from productivity initiatives, $4.8 million of restructuring savings, $3.4 million net benefit from the release of a previously reserved contingency matter, lower professional fees of $1.8 million and a $0.8 million reduction in travel and marketing spend compared to the first nine months of 2024. The increase in foreign exchange was mainly due to the depreciation of the U.S. dollar against the euro, partially offset by the appreciation of the U.S. dollar against the Australian dollar and Canadian dollar. The acquired SG&A costs related to two acquisitions in the Americas segment completed in the first and second quarters of 2025. The increase in special items SG&A expenses was primarily due to a $7.8 million gain on the settlement of Bradley’s frozen pension plan and $4.4 million gain on sale of buildings in the first nine months of 2024, partially offset by decreased acquisition-related costs of $4.4 million compared to the first nine months of 2024.

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Total SG&A expenses, as a percentage of sales, were 29.8% in the first nine months of 2025 compared to 29.3% in the first nine months of 2024.

Restructuring. In the first nine months of 2025, we recorded a net restructuring charge of $22.6 million, which included a $20.6 million charge related to the 2025 French restructuring program that was approved in the first quarter of 2025. In the first nine months of 2024, we recorded a net restructuring charge of $6.4 million, which primarily related to immaterial actions in all regions including severance, exit costs and other cost reductions. For a more detailed description of our restructuring plans, see Note 6 of the Notes to the Consolidated Financial Statements.

Operating Income. Operating income, which is made up of segment earnings, Corporate operating loss and special items, for the first nine months of 2025 and 2024 was as follows:


							% Change to
	Nine Months Ended						Consolidated
	September 28,		September 29,				Operating
	2025		2024		Change		Income
	(dollars in millions)
Americas	$	343.5	$	289.0	$	54.5	18.1	%
Europe		41.7		42.2		(0.5)	(0.2)
APMEA		19.0		18.6		0.4	0.1
Total segment earnings	$	404.2	$	349.8	$	54.4	18.0	%

Corporate operating loss - excluding special items	$	(45.7)	$	(41.1)	$	(4.6)	(1.5)	%
Corporate special items		—		(0.6)		0.6	0.2
Corporate operating loss - as reported	$	(45.7)	$	(41.7)	$	(4.0)	(1.3)	%

Segment special items		(24.1)		(6.7)		(17.4)	(5.8)
Total operating income	$	334.4	$	301.4	$	33.0	10.9	%

The increase (decrease) in total segment earnings was attributable to the following:


									Change As a % of								Change As a % of
									Total Segment Earnings								Segment Earnings

	Americas		Europe		APMEA		Total		Americas		Europe		APMEA		Total		Americas		Europe		APMEA

	(dollars in millions)
Organic	$	51.3	$	(1.5)	$	0.3	$	50.1	14.7	%	(0.4)	%	0.1	%	14.4	%	17.8	%	(3.6)	%	1.6	%
Foreign exchange		(0.4)		1.0		0.1		0.7	(0.1)		0.3		—		0.2		(0.1)		2.4		0.5
Acquired		3.6		—		—		3.6	1.0		—		—		1.0		1.2		—		—
Total	$	54.5	$	(0.5)	$	0.4	$	54.4	15.6	%	(0.1)	%	0.1	%	15.6	%	18.9	%	(1.2)	%	2.1	%

Table of Contents

Operating income increased $33.0 million, or 10.9%, for the first nine months of 2025 compared to the first nine months of 2024. Operating income was unfavorably impacted by $20.6 million of restructuring charges related to the 2025 French restructuring program as well as gains of $7.8 million on the settlement of Bradley’s frozen pension plan and $4.4 million gain on the sale of buildings in the first nine months of 2024 that did not repeat in 2025, partially offset by lower acquisition-related costs. The increase in organic operating income of $50.1 million, or 14.4%, was primarily due to higher price realization, higher volume in the Americas, including pull-forward demand into the third quarter of 2025, productivity and savings from prior restructuring actions, partially offset by volume deleverage in Europe, inflation, tariffs and investments.

Interest Income. Interest income in the first nine months of 2025 increased $1.0 million compared to the first nine months of 2024, primarily due to higher cash and cash equivalents balances.

Interest Expense. Interest expense in the first nine months of 2025 decreased $3.8 million compared to the first nine months of 2024, primarily due to a lower principal balance of debt outstanding. Refer to Note 11 of the Notes to Consolidated Financial Statements for further details.

Other Expense (Income), Net. Other expense (income), net, was an expense balance of $0.8 million in the first nine months of 2025, primarily due to unfavorable foreign currency translation, compared to an income balance of $1.4 million in the first nine months of 2024, primarily due to an immaterial investment gain partially offset by unfavorable foreign currency translation.

Income Taxes. Our effective income tax rate decreased to 22.7% in the first nine months of 2025, from 24.7% in the first nine months of 2024. The decrease is due to a reversal of a tax liability during the first quarter of 2025 relating to a prior tax year for which we determined the statute of limitations had lapsed. The tax liability reversal resulted in a decrease in our foreign tax credit carryforwards and the release of an associated valuation allowance. This decrease was slightly offset by an increase related to the changes from the OBBBA.

Net Income. Net income was $257.1 million, or $7.67 per share of common stock on a diluted basis, for the first nine months of 2025, compared to $223.6 million, or $6.67 per share of common stock on a diluted basis, for the first nine months of 2024. Results for the first nine months of 2025 included after-tax charges of $17.0 million, or $0.51 per share of common stock, for restructuring and $1.0 million, or $0.03 per share of common stock, for acquisition-related costs, partially offset by an after-tax benefit of $8.3 million, or $0.25 per share of common stock, for an income tax adjustment related to a lapsed statute tax year liability, as noted above in ‘Income Taxes’. Results for the first nine months of 2024 included after-tax charges of $9.9 million, or $0.30 per share of common stock, for acquisition-related costs and $4.9 million, or $0.14 per share of common stock, for restructuring, partially offset by an after-tax benefit of $5.8 million, or $0.17 per share of common stock, for a gain on the settlement of the Bradley pension plan, $3.3 million, or $0.10 per share of common stock, for gain on sale of assets and $0.9 million, or $0.03 per share of common stock, for other investment gains.

Liquidity and Capital Resources

We generated $247.3 million of net cash provided by operating activities in the first nine months of 2025 compared to $221.6 million of net cash provided by operating activities in the first nine months of 2024. The increase in net cash provided by operating activities was primarily related to higher net income and lower tax payments as a result of the OBBBA, partially offset by higher working capital investment related to timing of accounts receivable collections and higher inventory primarily related to increased tariff costs.

We used $117.0 million of net cash for investing activities in the first nine months of 2025 compared to $112.7 million used in the first nine months of 2024. We used $85.7 million in cash for business acquisitions in our Americas segment in the first nine months of 2025 compared to $96.3 million in cash for business acquisitions in our Americas segment in the first nine months of 2024. Cash used for net capital expenditures in the first nine months of 2025 compared to the first nine months of 2024 increased $13.9 million. For the remainder of 2025, we expect to invest approximately $14 million in capital expenditures as part of our ongoing commitment to improve our operating capabilities.

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We used $74.5 million of net cash for financing activities during the first nine months of 2025 primarily due to dividend payments of $49.4 million, tax withholding payments on vested stock awards of $11.4 million and payments of $11.8 million to repurchase approximately 51,000 shares of Class A common stock. In the first nine months of 2024, we used $156.2 million of net cash for financing activities primarily due to long-term debt repayments of $85.0 million, dividend payments of $41.1 million, tax withholding payments on vested stock awards of $12.8 million and payments of $13.0 million to repurchase approximately 66,000 shares of Class A common stock.

On July 12, 2024, we entered into the Third Amended and Restated Credit Agreement by and among the Company, certain subsidiaries of the Company, the lenders and other parties from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement amends and restates the prior Second Amended and Restated Credit Agreement, dated as of March 30, 2021 (as amended by that certain Amendment No. 1 date August 2, 2022 and Amendment No. 2 dated December 12, 2023), that establishes our senior unsecured revolving credit facility of $800 million (the “Revolving Credit Facility”). The Credit Agreement also contains an expansion option of $400.0 million. Pursuant to the Credit Agreement, the maturity date of the Revolving Credit Facility is July 12, 2029, subject to extension under certain circumstances and subject to the terms of the Credit Agreement. The Credit Agreement provides for a maximum consolidated leverage ratio of 3.50 to 1.00 (or 4.00 to 1.00 during temporary step-ups following certain permitted acquisitions) and the minimum consolidated interest ratio of 3.50 to 1.00.

The Revolving Credit Facility also includes sub-limits of $100 million for letters of credit and $15 million for swing line loans. As of September 28, 2025, we had drawn down $200.0 million on this line of credit and had $12.2 million in letters of credit outstanding, which resulted in $587.8 million of unused and available credit under the Revolving Credit Facility as of such date. Borrowings outstanding bear interest at a fluctuating rate per annum equal to an applicable percentage defined as (i) in the case of Term Benchmark loans, the Term Benchmark rate plus an applicable percentage, ranging from 1.075% to 1.325%, or (ii) in the case of alternate base rate loans and swing line loans, interest (which at all times will not be less than 1.00%) at the greatest of (a) the Prime Rate in effect on such day, (b) the FRBNY Rate in effect on such day plus 0.50% and (c) the Term Benchmark rate plus 1.00% for a one-month interest period, in each case, determined by reference to our consolidated leverage ratio. For the borrowings denominated in dollars, there is a fixed 10 basis point adjustment if the reference rate is Term SOFR. The weighted average interest rate on debt outstanding under the Revolving Credit Facility as of September 28, 2025 was 5.38%. The weighted average interest rate on debt outstanding inclusive of the interest rate swaps discussed in Note 12 of the Notes to Consolidated Financial Statements and interest rates under the Revolving Credit Facility as of September 28, 2025 was 4.07%. In addition to paying interest under the Credit Agreement, we are also required to pay certain fees in connection with the Revolving Credit Facility, including, but not limited to, an unused facility fee and letter of credit fees. We may repay loans outstanding under the Credit Agreement from time to time without premium or penalty, other than customary breakage costs, if any, and subject to the terms of the Credit Agreement.

As of September 28, 2025, we held $457.7 million in cash and cash equivalents. Of this amount, $222.5 million of cash and cash equivalents were held by foreign subsidiaries. Our U.S. operations typically generate sufficient cash flows to meet our domestic obligations. We expect existing cash and cash equivalents and cash flows from operations and financing activities to be sufficient to meet our cash needs for at least the next 12 months and thereafter for the foreseeable future. However, if we did have to borrow to fund some or all of our expected cash outlays, we can do so at reasonable interest rates by utilizing the undrawn borrowings under our Revolving Credit Facility. Subsequent to recording the Toll Tax as part of the Tax Cuts and Jobs Act of 2017, our intent, other than with respect to the one-time repatriation of foreign earnings in 2023, has been to permanently reinvest undistributed earnings of foreign subsidiaries, and we do not have any current plans to repatriate additional post-Toll Tax foreign earnings to fund operations in the United States. However, if amounts held by foreign subsidiaries were needed to fund operations in the United States, we could be required to accrue and pay taxes to repatriate these funds. Such charges may include potential state income taxes and other tax charges.

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On July 4, 2025, the OBBBA was enacted into law, introducing major changes to U.S. tax regulations, with staggered effective dates. Key provisions affecting our income taxes include an increase in bonus depreciation deductions, accelerated expensing of research and development costs and updates to international tax rules. We have included the effects of these changes in our third quarter 2025 consolidated financial statements. While the OBBBA is expected to have minimal impact on our effective income tax rate, it is projected to generate significant cash tax savings in 2025 due to accelerated tax deductions.

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Non-GAAP Financial Measures

In accordance with the SEC’s Regulation G and Item 10(e) of Regulation S-K, the following provides definitions of the non-GAAP financial measures used by management. We believe that these measures enhance the overall understanding of underlying business results and trends. These non-GAAP measures are not intended to be considered by the user in place of the related GAAP financial measure, but rather as supplemental information to more fully understand our business results. These non-GAAP financial measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted.

We refer to non-GAAP organic changes in financial measures, including organic net sales, organic net sales growth, organic SG&A expenses and organic segment earnings which are non-GAAP measures that exclude the impacts of acquisitions, divestitures and foreign exchange from year-over-year comparisons. A reconciliation to the most closely related U.S. GAAP measure, net sales, net sales growth, SG&A and segment earnings, have been included in our discussion within “Results of Operations” above. Non-GAAP measures should be considered in addition to, and not as a replacement for or as a superior measure to U.S. GAAP measures. Management believes reporting these non-GAAP measures provide useful information to investors, potential investors and others, by facilitating easier comparisons of our performance with prior and future periods.

Free cash flow is a non-GAAP measure that does not represent cash provided by operating activities in accordance with U.S. GAAP. Therefore, it should not be considered an alternative to net cash provided by or used in operating activities as an indication of our performance. The cash conversion rate of free cash flow to net income is also a measure of our performance in cash flow generation. We believe free cash flow and cash flow conversion rate to be an appropriate supplemental measure of our operating performance because it provides investors with a measure of our ability to generate cash, repay debt, pay dividends, repurchase stock and fund acquisitions.

A reconciliation of net cash provided by operating activities to free cash flow and a calculation of our cash conversion rate is provided below:


	Nine Months Ended
	September 28,			September 29,
	2025			2024

	(in millions)
Net cash provided by operating activities	$	247.3		$	221.6
Less: additions to property, plant, and equipment		(31.3)			(23.3)
Plus: proceeds from the sale of property, plant, and equipment		—			5.9
Free cash flow	$	216.0		$	204.2
Net income	$	257.1		$	223.6
Cash conversion rate of free cash flow to net income		84.0	%		91.3	%

Free cash flow increased in the first nine months of 2025 when compared to the first nine months of 2024, primarily driven by higher net income, partially offset by higher working capital investments related to the timing of accounts receivable collections and higher inventory primarily related to increased tariff costs.

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Our net debt to capitalization ratio, a non-GAAP financial measure used by management, at September 28, 2025 was (15.3%) compared to (12.5%) at December 31, 2024. The decrease was driven by a change in net debt balance, primarily due to increased cash and cash equivalents. Management believes the net debt to capitalization ratio is an appropriate supplemental measure because it helps investors understand our ability to meet our financing needs and serves as a basis to evaluate our financial structure. Our computation may not be comparable to other companies that may define their net debt to capitalization ratios differently.

A reconciliation of long-term debt (including current portion) to net debt and our net debt to capitalization ratio is provided below:


	September 28,		December 31,
	2025		2024

	(in millions)
Current portion of long‑term debt	$	—	$	—
Plus: long-term debt, net of current portion		197.5		197.0
Less: cash and cash equivalents		(457.7)		(386.9)
Net debt	$	(260.2)	$	(189.9)

A reconciliation of capitalization is provided below:


	September 28,			December 31,
	2025			2024

	(in millions)
Net debt	$	(260.2)		$	(189.9)
Total stockholders’ equity		1,956.8			1,707.9
Capitalization	$	1,696.6		$	1,518.0
Net debt to capitalization ratio		(15.3)	%		(12.5)	%

Application of Critical Accounting Policies and Key Estimates

We believe that our critical accounting policies are those related to revenue recognition, inventory valuation, goodwill and other intangibles, product liability costs, legal contingencies and income taxes. We believe these accounting policies are particularly important to an understanding of our financial position and results of operations and require application of significant judgment by our management. In applying these policies, management uses its judgment in making certain assumptions and estimates. Our accounting policies are more fully described under the heading “Accounting Policies” in Note 2 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K as filed with the SEC on February 18, 2025.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We use derivative financial instruments primarily to reduce exposure to adverse fluctuations in foreign exchange rates, interest rates and costs of certain raw materials used in the manufacturing process. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all derivative positions are used to reduce risk by hedging underlying economic exposure. The derivatives we use are instruments with liquid markets. See Note 12 of Notes to the Consolidated Financial Statements for further details.

Our consolidated earnings, which are reported in United States dollars, are subject to translation risks due to changes in foreign currency exchange rates. This risk is concentrated in the exchange rate between the U.S. dollar and the euro; the U.S. dollar and the Canadian dollar; and the U.S. dollar and the Chinese yuan.

Our non-U.S. subsidiaries transact most business, including certain intercompany transactions, in foreign currencies. Such transactions are principally purchases or sales of materials and are denominated in European currencies, the Chinese yuan or the U.S., Canadian or Australian dollar. We use foreign currency forward exchange contracts from time to time to manage the risks related to intercompany loans, intercompany purchases and intercompany sales that occur during the course of a year, and certain open foreign currency denominated commitments to sell products to third parties. We have entered into forward exchange contracts which hedge approximately 80% to 85% of the forecasted intercompany purchases between one of our Canadian subsidiaries and our U.S. operating subsidiaries for the next twelve months. We record the effective portion of the designated foreign currency hedge contracts in other comprehensive (loss) income until inventory turns and is sold to a third-party. Once the third-party transaction associated with the hedged forecasted transaction occurs, the effective portion of any related gain or loss on the designated foreign currency hedge is reclassified into cost of goods sold within earnings. The fair value of the Company’s designated foreign hedge contracts outstanding as of September 28, 2025 was a liability of less than $0.1 million.

Under the Credit Agreement, our earnings and cash flows are exposed to fluctuations in interest payments related to our floating rate debt. In order to manage our exposure, we entered into an interest rate swap on March 30, 2021. Under the interest rate swap agreement, we received the one-month USD-LIBOR subject to a 0.00% floor and paid a fixed rate of 1.02975% on a notional amount of $100.0 million. On August 2, 2022, we amended the interest rate swap to replace LIBOR as a reference rate for borrowings with Term SOFR. Under the amended interest rate swap agreement, we receive the one-month Term SOFR subject to a -0.1% floor and pay a fixed rate of 0.942% on a notional amount of $100.0 million. We entered into an additional interest rate swap on October 23, 2023, as part of the acquisition of Bradley. Under the interest rate swap agreement, we receive the one-month Term SOFR subject to a -0.1% floor and pay a fixed rate of 4.844% on a notional amount of $100.0 million. Both swaps mature on March 30, 2026. Information about our long-term debt facility and related interest rates appears in Note 11 of the Consolidated Financial Statements.

We purchase significant amounts of bronze ingot, brass rod, cast iron, stainless steel and plastic, which are utilized in manufacturing our many product lines. Our operating results can be adversely affected by changes in commodity prices, including tariffs, if we are unable to pass on related price increases to our customers. We manage this risk by monitoring related market prices, working with our suppliers to achieve the maximum level of stability in their costs and related pricing, seeking alternative supply sources when necessary and passing increases in commodity costs to our customers, to the maximum extent possible, when they occur.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, or Exchange Act, as of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily applies its judgment in evaluating and implementing possible controls and procedures. The effectiveness of our disclosure controls and procedures is also necessarily limited by the staff and other resources available to us and the geographic diversity of our operations. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective, in that they provided reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

In the second quarter of 2025, we began the implementation of a new global enterprise resource planning (“ERP”) system. The implementation is expected to occur in phases over the next several years and will replace many of our legacy ERP systems. The ERP system is designed to, among other things, streamline and enhance the Company’s operational, financial and accounting processes through a comprehensive, integrated solution. During the third quarter of 2025, we made changes to our internal control over financial reporting to address processes impacted by the ERP system implementation.

As the phased implementation of the new ERP system continues, we will have additional changes to our processes and procedures which, in turn, will result in additional changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

Other than the above-noted changes, there was no change in our internal control over financial reporting that occurred during the third quarter ended September 28, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We will continue to review and document our disclosure controls and procedures, including our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

As disclosed in Part I, Item 1, “Business—Product Liability, Environmental and Other Litigation Matters” and Item 3, “Legal Proceedings” of our Annual Report on Form 10-K for the year ended December 31, 2024, we are party to certain litigation. There have been no material developments with respect to such legal proceedings during the quarter ended September 28, 2025, other than as described in Note 13 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table includes information with respect to repurchases of our Class A common stock during the third quarter ended September 28, 2025 under our stock repurchase program.


	Issuer Purchases of Equity Securities (1)
					(d) Maximum Number (or
	(a) Total			(c) Total Number of	Approximate Dollar
	Number of	(b) Average		Shares (or Units)	Value) of Shares (or
	Shares (or	Price Paid		Purchased as Part of	Units) that May Yet Be
	Units)	per Share		Publicly Announced	Purchased Under the
Period	Purchased(1)	(or Unit)		Plans or Programs	Plans or Programs
June 30, 2025 – July 27, 2025	4,689	$	251.54	4,689	$	135,822,659
July 28, 2025 – August 24, 2025	4,614	$	264.90	4,614	$	134,600,514
August 25, 2025 – September 28, 2025	5,290	$	280.17	5,290	$	133,118,555
Total	14,593	$	266.12	14,593

(1)

On July 31, 2023, we announced that our Board of Directors had authorized a repurchase program of up to $150 million of our Class A common stock, to be purchased from time to time on the open market or in privately negotiated transactions, which has no expiration date. The timing and number of shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors.

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Item 5.Other Information

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

None.

(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

On September 10, 2025, Elie A. Melhem, the Company’s President, Asia Pacific, Middle East & Africa, adopted a written stock sale plan intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act, as amended (the “Melhem 10b5-1 Plan”) for the sale of shares of the Company’s Class A Common Stock. The Melhem 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s Insider Trading Compliance Policy. The Melhem 10b5-1 Plan provides for the potential sale of up to 2,607 shares of the Company’s Class A Common Stock owned by Mr. Melhem, and of all net vested shares issued to Mr. Melhem upon the vesting of 1,863 deferred stock awards on March 13 and 14, 2026. The Melhem 10b5-1 Plan is effective from March 16, 2026 until July 31, 2026 or earlier, if and when all transactions under the Melhem 10b5-1 Plan are completed.

Except as disclosed above, during the third quarter ended September 28, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits


Exhibit No.		Description
3.1		Restated Certificate of Incorporation, as amended. Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 25, 2023 (File No. 001-11499).
3.2		Amended and Restated By-Laws. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 31, 2023 (File No. 001- 11499).
10.1*†		Watts Water Technologies, Inc. Executive Severance Plan
31.1†		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2†		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1††		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
32.2††		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Filed herewith.

†† Furnished herewith.

* Management contract or compensatory plan or arrangement

** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at September 28, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the Third Quarters and Nine Months ended September 28, 2025 and September 29, 2024, (iii) Consolidated Statements of Comprehensive Income for the Third Quarters and Nine Months ended September 28, 2025 and September 29, 2024, (iv) Consolidated Statements of Stockholders’ Equity for the Third Quarters and Nine Months ended September 28, 2025 and September 29, 2024, (v) Consolidated Statements of Cash Flows for the Nine Months ended September 28, 2025 and September 29, 2024, and (vi) Notes to Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	WATTS WATER TECHNOLOGIES, INC.

Date: November 6, 2025	By:	/s/ Robert J. Pagano, Jr.
		Robert J. Pagano, Jr.
		Chief Executive Officer, President and Chairperson of the Board (principal executive officer)

Date: November 6, 2025	By:	/s/ Ryan Lada
		Ryan Lada Chief Financial Officer (principal financial officer)

Date: November 6, 2025

By:

/s/ Virginia A. Halloran

Virginia A. Halloran

Chief Accounting Officer (principal accounting officer)

EX-10.1 2 wts-20250928xex10d1.htm EX-10.1

Exhibit 10.1

WATTS WATER TECHNOLOGIES, INC.

EXECUTIVE SEVERANCE PLAN

(As Amended and Restated Effective February 8, 2018)

WATTS WATER TECHNOLOGIES, INC.
EXECUTIVE SEVERANCE PLAN

(As Amended and Restated Effective February 8, 2018)

ARTICLE I
PURPOSE

This Watts Water Technologies, Inc. Executive Severance Plan (the “Plan”) provides severance benefits to Eligible Executives upon certain terminations of employment. The Plan was originally effective June 1, 2014 and was amended and restated in its current form effective as of February 8, 2018.

The Plan is intended (1) to be exempt from Code section 409A, and (2) to be a welfare plan which is unfunded and is maintained by an employer for the purpose of providing benefits for a select group of management or “highly compensated employees” within the meaning of Department of Labor Regulation section 2520.104-24. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE II
DEFINED TERMS

Whenever used in the Plan, the following terms shall have the meanings set forth below:

“Cause” shall mean (a) an act constituting a felony; (b) fraud or dishonesty that results in or is likely to result in economic damage to the Company; or (c) willful misconduct in the performance of duties.

“Change in Control” shall mean the consummation of (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (c) a merger, reorganization, consolidation or business combination (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) which results in (i) the beneficial holders of the Company’s voting securities outstanding immediately before such transaction beneficially owning less than 60% of the combined voting power of the Company or any person or entity that, as a result of the transaction, controls directly or indirectly, the Company (the Company or such person or entity, the “Successor Entity”), or (ii) any person or entity or group of persons or entities that beneficially owned more than 60% of the combined voting power of the Company immediately before such transaction beneficially owning less than 60% of the combined voting power of the Successor Entity immediately after such transaction, or (d) the sale of all of the Stock to an unrelated person or entity. For this purpose, “Stock” means the Class A Common Stock, par value $.10 per share, of the Company. For the purposes of clarity, a conversion of shares of the Company’s Class B Common Stock, par value $.10 per share, into Class A Common Stock shall not, in and of itself, be deemed a Change in Control.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation Committee of the Board of Directors of the Company (or its successor). The Committee shall be the “named fiduciary” for purposes of ERISA.

“Company” shall mean Watts Water Technologies, Inc.

“Eligible Executive” shall have the meaning set forth in Article III.

“ERISA” shall mean the Employee Retirement Income Security Act, as amended.

“Good Reason” shall mean, without an Eligible Executive’s written consent, (a) a reduction of more than ten percent (10%) in the Eligible Executive’s annual base salary and annual bonus target opportunity as in effect immediately prior to the date of the Change in Control; (b) the Eligible Executive’s mandatory relocation to an office more than fifty (50) miles from the primary location at which Eligible Executive is required to perform Eligible Executive’s duties immediately prior to the date of the Change in Control; or (c) a material reduction in the Eligible Executive’s responsibilities, duties or authority as in effect immediately prior to the date of the Change in Control. In each case, Eligible Executive must provide the Company with notice of the facts giving rise to a claim that “Good Reason” exists within 90 days of the initial existence of such Good Reason event, and the Company shall have a right to remedy such event within 30 days after receipt of Eligible Executive’s notice. The Eligible Employee must resign within twenty-four months from the occurrence of the event giving rise to Good Reason. It is intended that terminations for Good Reason under the Plan qualify as involuntary terminations under Code section 409A and this definition shall be interpreted consistent with that intent.

“Plan” shall mean this Watts Water Technologies, Inc. Executive Severance Plan, as amended from time to time.

“Protection Period” shall mean the 24-month period beginning on the date of the first instance of a Change in Control.

“Termination of Employment” shall mean an individual’s termination of employment with the Company and all of its subsidiaries and affiliates.

ARTICLE III
ELIGIBILITY

An officer of the Company will be eligible for participation in the Plan and considered an “Eligible Executive” only if, at the time of his Termination of Employment, he has been designated as an Eligible Executive by the Committee. A listing of such Eligible Executives is contained in Appendix A to the Plan. The Committee shall revise the listing of Eligible Executives from time to time in its sole discretion.

ARTICLE IV
TERMINATION OUTSIDE PROTECTION PERIOD

If an Eligible Executive’s Termination of Employment does not occur during the Protection Period, this Article IV shall govern the Eligible Executive’s eligibility for Plan benefits.

4.1Entitlement to Benefits

An Eligible Executive who (a) is involuntarily terminated without Cause and (b) signs and does not revoke a separation agreement within the time period required by law for an effective release of claims, but no more than fifty (50) days following the date of such Termination of Employment, will be entitled to receive Plan benefits under this Article IV. Such separation agreement shall contain a release of claims against the Company and its affiliates and such restrictive covenants (e.g., non-competition, non-solicitation, and non-disparagement covenants) as the Committee determines appropriate in its sole discretion.

An Eligible Executive will not be eligible for severance benefits under this Article IV if his employment terminates due to his division, location or other business unit being sold.

4.2Amount of Benefits

An Eligible Executive entitled to benefits under this Article IV shall receive a lump sum payment, net of all applicable tax withholding, within 60 days of his Termination of Employment; provided however, that if the period during which the Eligible Executive may consider and sign the separation agreement would span more than one taxable year, then such payment shall not be made until the later taxable year. The amount of the lump sum payment shall equal the sum of:

(a)

the monthly premium the Eligible Executive would have to pay for COBRA medical coverage (based on his coverage in effect at Termination of Employment) times 12, and

(b)

the Eligible Executive’s annual base salary on the date of his Termination of Employment.

Notwithstanding the foregoing, if the Eligible Executive is the Chief Executive Officer of the Company at the time of his Termination of Employment, the amount in subsection (b) shall be multiplied by two.

ARTICLE V
TERMINATION DURING PROTECTION PERIOD

If an Eligible Executive’s Termination of Employment occurs during the Protection Period or under the circumstances described in Section 5.4, this Article V shall govern the Eligible Executive’s eligibility for Plan benefits.

5.1Entitlement to Benefits

An Eligible Executive who is involuntarily terminated without Cause or resigns for Good Reason will be entitled to receive Plan benefits under this Article V, provided such Eligible Executive signs and does not revoke a general release of claims within the time period required by law, but no more than fifty (50) days following the date of such Termination of Employment.

5.2Amount of Benefits

An Eligible Executive entitled to benefits under this Article V shall receive a lump sum payment, net of all applicable tax withholding, within 60 days of his Termination of Employment; provided however, that if the period during which the Eligible Executive may consider and sign the general release of claims would span more than one taxable year, then such payment shall not be made until the later taxable year. The amount of the lump sum payment shall equal the sum of:

(a)

the monthly premium the Eligible Executive would have to pay for COBRA medical coverage (based on his coverage in effect at Termination of Employment) times 24, and

(b)

two times the sum of the Eligible Executive’s annual base salary and target annual bonus immediately prior to the commencement of the Protection Period.

In addition, if an Eligible Executive is entitled to benefits under this Article V, all unvested equity or equity-based awards of the Company held by the Eligible Executive will, as of the Eligible Executive’s Termination of Employment and automatically without any further action by the Company or its Board of Directors, (i) if not subject to performance based vesting conditions, become fully vested, non-forfeitable and, if applicable, exercisable, or (ii) if subject to performance based vesting conditions, become vested, non-forfeitable and, if applicable, exercisable at the greater of (a) the target award or performance level or (b) the level that would apply based on actual performance calculated as if the final day of the Company’s last completed fiscal quarter prior to the date of the Eligible Executive’s Termination of Employment were the final day of the applicable performance period (without any reduction to the overall award to reflect the shortened performance period). The immediately preceding sentence will apply to all equity and equity-based awards held by an Eligible Executive entitled to benefits under this Article V notwithstanding any contrary terms of the documents governing the equity or equity-based awards (but subject to Section 5.3) and any stock options or stock appreciation rights that become exercisable under the immediately preceding sentence will not expire for at least sixty (60) days following the later of the relevant Change in Control or the Executive’s Termination of Employment (provided that (x) such awards may be earlier terminated in connection with a corporate transaction as set forth in the documents governing the awards and (y) no such stock option or stock appreciation right will remain outstanding beyond its final expiration date). For the avoidance of doubt, nothing in this Section 5.2 will alter the payment schedule of any non-qualified deferred compensation that is subject to Section 409A of the Code.

5.3Excise Tax

Notwithstanding anything contained in this Plan to the contrary, if upon or following a Change in Control, the tax imposed by Code section 4999 or any similar or successor tax (the “Excise Tax”) applies, solely because of the Change in Control, to any payments, benefits and/or amounts received by an Eligible Executive under the Plan or otherwise, including, without limitation, any amounts received or deemed received, within the meaning of any provision of the Code, by the Eligible Executive as a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Eligible Executive under any of the Company’s incentive plans (collectively, the “Total Payments”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after-tax benefit to the Eligible Executive is greater after giving effect to such reduction than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the Change in Control. The preceding provisions of this Section 5.3 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Eligible Executive’s rights and entitlements to any benefits or compensation.

All determinations required under this Section shall be made by the Company’s independent auditors at the Company’s expense and in accordance with Code section 280G.

5.4Termination Before Protection Period

Notwithstanding anything to the contrary in this Plan, an Eligible Executive who is involuntarily terminated without Cause in the six-month period immediately preceding the commencement of the Protection Period will be entitled to receive the benefits for unvested equity and equity-based awards described in Section 5.2 and a benefit under this Section 5.4 equal to the amount described in Section 5.2 less the amount described in Section 4.2 for such Eligible Executive (regardless of whether the amount described in Section 4.2 is actually paid), provided such Eligible Executive signs and does not revoke a general release of claims within the time period required by law, but no more than fifty (50) days following the Change in Control. The amount payable under this Section 5.4 shall be paid in a lump sum payment, net of all applicable tax withholding, within 60 days of the first instance of a Change in Control; provided however, that if the period during which the Eligible Executive may consider and sign the general release of claims would span more than one taxable year, then such payment shall not be made until the later taxable year.

ARTICLE VI
ADMINISTRATION OF THE PLAN

6.1General Administration

The Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including employees of the Company, such administrative or other duties as it sees fit.

6.2Claims for Benefits

(a)Filing a Claim. An Eligible Executive or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Committee at the Company’s corporate headquarters office. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

(b)Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to an Eligible Executive, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

(c)Reasons for Denial. A denial or partial denial of a claim will be dated and will clearly set forth:

(i)

the specific reason or reasons for the denial;

(ii)

specific reference to pertinent Plan provisions on which the denial is based;

(iii)

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)

an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil

action under ERISA section 502(a) following an adverse benefit determination on review.

(d)Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(e)Decision Upon Review. The Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(i)

the specific reason or reasons for the adverse determination;

(ii)

specific reference to pertinent Plan provisions on which the adverse determination is based;

(iii)

a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(iv)

a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

A decision will be rendered no more than 60 days after the Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

(f)Protection Period Terminations. If an Eligible Executive files a claim related to a Termination of Employment occurring during the Protection Period, all of the time periods related to the Committee’s decisions described in this Section 6.2 shall be reduced by two-thirds (e.g., from 90 days to 30 days).

(g)Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Committee.

The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

6.3Indemnification

To the extent not covered by insurance, the Company shall indemnify the Committee, each employee, officer, director, and agent of the Company, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

ARTICLE VII
TERMINATION AND AMENDMENT OF PLAN

7.1Termination of Plan

The Company’s Board of Directors may terminate the Plan at any time, without prior notice. Upon termination of the Plan, except with respect to benefits due resulting from a Termination of Employment prior to such Plan termination, all rights to benefits hereunder, if any, shall cease. Any separation agreement executed by an Eligible Executive under Section 4.1 shall survive the Plan’s termination.

7.2Amendment of Plan

The severance benefits provided for in the Plan are not vested benefits. Accordingly, the Company reserves the right in its sole and absolute discretion, to amend or modify the Plan at any time, in whole or in part, including any or all of the provisions of the Plan, by action of its Board of Directors, without prior notice.

7.3Protection Period Changes

Notwithstanding anything in the Plan to the contrary, no amendment or termination of the Plan, including deletions to the listing of Eligible Executives, may occur during the Protection Period without the written consent of all Eligible Executives.

7.4Successors to the Company

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform the Company’s obligations under this Plan in the same manner and to the same extent that the Company would be required to perform them if such succession had not taken place.

ARTICLE VIII
MISCELLANEOUS

8.1Funding

The benefits provided herein shall be funded by the Company’s general assets. The Plan shall constitute an unfunded mechanism for the Company to pay Plan benefits to Eligible Executives determined to be entitled to payments hereunder. No fund or trust is created with respect to the Plan, and no Eligible Executive shall have any security or other interest in the assets of the Company.

8.2No Contract of Employment

The Plan does not constitute or imply the existence of an employment contract between the Company or any affiliate and any Eligible Executive. Employment with the Company is “at will.”

8.3Governing Law

To the extent not governed by federal law, the Plan shall be interpreted under the laws of the State of Delaware notwithstanding any conflict of law principles.

8.4Severability

In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

8.5Words and Headings

Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

THIS PLAN WAS ORIGINALLY ADOPTED BY THE COMPANY’S BOARD OF DIRECTORS ON MAY 26, 2014 AND AMENDED AND RESTATED IN THE CURRENT FORM ON FEBRUARY 8, 2018.

APPENDIX A

ELIGIBLE EXECUTIVES

(as of August 4, 2025)

Monica Barry

Andre Dhawan

Ryan Lada

Kenneth R. Lepage

Elie Melhem
Robert J. Pagano, Jr.
Navalpakkam Ramakrishnan

EX-31.1 3 wts-20250928xex31d1.htm EX-31.1

Exhibit 31.1

WATTS WATER TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Pagano, Jr., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Watts Water Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 6, 2025
	/s/ Robert J. Pagano, Jr.
	Robert J. Pagano, Jr.
	Chief Executive Officer

EX-31.2 4 wts-20250928xex31d2.htm EX-31.2

Exhibit 31.2

WATTS WATER TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Ryan Lada, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Watts Water Technologies, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 6, 2025
	/s/ Ryan Lada
	Ryan Lada
	Chief Financial Officer

EX-32.1 5 wts-20250928xex32d1.htm EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Watts Water Technologies, Inc. (the “Company”) hereby certifies that, to his knowledge, the Company’s quarterly report on Form 10-Q to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.


Date: November 6, 2025	/s/ Robert J. Pagano, Jr.
	Robert J. Pagano, Jr.
	Chief Executive Officer

EX-32.2 6 wts-20250928xex32d2.htm EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Date: November 6, 2025	/s/ Ryan Lada
	Ryan Lada
	Chief Financial Officer