pnr-20260331

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 March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-11625


Pentair plc

(Exact name of registrant as specified in its charter)

Ireland

98-1141328

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Regal House, 70 London Road,

Twickenham,

London,

TW13QS

United Kingdom

(Address of principal executive offices)

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share	PNR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☑

On March 31, 2026, 161,605,541 shares of registrant’s common stock were outstanding.

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Pentair plc and Subsidiaries


		Page

PART I FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Operations and Comprehensive Income	3

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Cash Flows	5

	Condensed Consolidated Statements of Changes in Equity	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	32

ITEM 4.	Controls and Procedures	33

PART II OTHER INFORMATION

ITEM 1.	Legal Proceedings	33

ITEM 1A.	Risk Factors	33

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

ITEM 5.	Other Information	34

ITEM 6.	Exhibits	35

	Signatures	36

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Pentair plc and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)


	Three months ended
In millions, except per-share data		March 31, 2026		March 31, 2025
Net sales		$	1,036.7	$	1,010.4
Cost of goods sold		603.3		607.1
Gross profit		433.4		403.3
Selling, general and administrative		198.9		176.6
Research and development		24.5		23.6

Operating income		210.0		203.1
Other expense



Net interest expense		20.1		19.7
Other expense		0.5		0.5
Income from continuing operations before income taxes		189.4		182.9
Provision for income taxes		28.6		28.0
Net income from continuing operations		160.8		154.9
Income from discontinued operations, net of tax		11.6		—

Net income		$	172.4	$	154.9

Comprehensive income, net of tax
Net income		$	172.4	$	154.9
Changes in cumulative translation adjustment		(12.0)		24.6

Changes in market value of derivative financial instruments, net of tax		18.6		(21.6)
Comprehensive income		$	179.0	$	157.9
Earnings per ordinary share
Basic
Continuing operations		$	0.99	$	0.94
Discontinued operations		0.07		—
Basic earnings per ordinary share		$	1.06	$	0.94
Diluted
Continuing operations		$	0.98	$	0.93
Discontinued operations		0.07		—
Diluted earnings per ordinary share		$	1.05	$	0.93
Weighted average ordinary shares outstanding
Basic		162.5		164.9
Diluted		163.7		166.3

See accompanying notes to condensed consolidated financial statements.

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Pentair plc and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)


	March 31, 2026		December 31, 2025
In millions, except per-share data
Assets
Current assets
Cash and cash equivalents	$	67.7	$	101.6
Accounts receivable, net of allowances of $6.0 and $6.8, respectively	913.7		673.2
Inventories	642.0		632.6
Other current assets	139.6		134.4

Total current assets	1,763.0		1,541.8
Property, plant and equipment, net	377.1		376.8
Other assets
Goodwill	3,524.7		3,538.1
Intangibles, net	1,056.1		1,073.3
Other non-current assets	351.1		338.8

Total other assets	4,931.9		4,950.2
Total assets	$	7,072.0	$	6,868.8
Liabilities and Equity
Current liabilities

Accounts payable	$	332.5	$	301.5
Employee compensation and benefits	94.5		120.1
Other current liabilities	512.5		537.7

Total current liabilities	939.5		959.3
Other liabilities
Long-term debt	1,944.3		1,638.6
Pension and other post-retirement compensation and benefits	58.2		58.8
Deferred tax liabilities	45.7		47.5
Other non-current liabilities	274.2		295.4

Total liabilities	3,261.9		2,999.6
Commitments and contingencies (Note 15)
Equity
Ordinary shares $0.01 par value, 426.0 authorized, 161.6 and 163.2 issued at March 31, 2026 and December 31, 2025, respectively	1.7		1.7

Additional paid-in capital	1,118.6		1,313.1
Retained earnings	2,951.4		2,822.6
Accumulated other comprehensive loss	(261.6)		(268.2)
Total equity	3,810.1		3,869.2
Total liabilities and equity	$	7,072.0	$	6,868.8

See accompanying notes to condensed consolidated financial statements.

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Pentair plc and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Three months ended
In millions	March 31, 2026		March 31, 2025
Operating activities
Net income	$	172.4	$	154.9
Income from discontinued operations, net of tax	(11.6)		—

Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities
Equity income of unconsolidated subsidiaries	(0.5)		(0.4)
Depreciation	14.6		14.8
Amortization	15.7		14.2
Deferred income taxes	1.8		11.5

Share-based compensation	15.7		12.6
Asset impairment and write-offs	—		5.2





Changes in assets and liabilities, net of effects of business acquisitions
Accounts receivable	(243.0)		(261.6)
Inventories	(11.5)		(3.5)
Other current assets	(6.6)		(12.5)
Accounts payable	33.5		23.8
Employee compensation and benefits	(24.5)		(24.3)
Other current liabilities	(23.7)		22.6
Other non-current assets and liabilities	0.3		3.8


Net cash used for operating activities	(67.4)		(38.9)
Investing activities
Capital expenditures	(18.5)		(16.8)

Proceeds from sale of property and equipment	0.2		—






Net cash used for investing activities	(18.3)		(16.8)
Financing activities
Net repayments of short-term borrowings	—		(9.3)
Net borrowings of revolving long-term debt	304.9		196.2




Shares issued to employees, net of shares withheld	(10.2)		(8.6)
Repurchases of ordinary shares	(200.0)		(50.0)
Dividends paid	(44.1)		(41.2)



Net cash provided by financing activities	50.6		87.1

Effect of exchange rate changes on cash and cash equivalents	1.2		(9.5)
Change in cash and cash equivalents	(33.9)		21.9
Cash and cash equivalents, beginning of period	101.6		118.7
Cash and cash equivalents, end of period	$	67.7	$	140.6

See accompanying notes to condensed consolidated financial statements.

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Pentair plc and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)


In millions	Ordinary shares			Additional paid-in capital	Retained earnings		Accumulated other comprehensive (loss) income				Total
	Number	Amount
Balance - December 31, 2025	163.2	$	1.7		$	1,313.1	$	2,822.6	$	(268.2)		$	3,869.2
Net income	—	—			—		172.4		—			172.4
Other comprehensive income, net of tax	—	—			—		—		6.6			6.6
Dividends declared, $0.27 per share	—	—			—		(43.6)		—			(43.6)
Share repurchases	(2.0)	—			(200.0)		—		—			(200.0)
Exercise of options, net of shares tendered for payment	—	—			1.1		—		—			1.1
Issuance of restricted shares, net of cancellations	0.5	—			—		—		—			—
Shares surrendered by employees to pay taxes	(0.1)	—			(11.3)		—		—			(11.3)
Share-based compensation	—	—			15.7		—		—			15.7
Balance - March 31, 2026	161.6	$	1.7		$	1,118.6	$	2,951.4	$	(261.6)		$	3,810.1


In millions	Ordinary shares			Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) income		Total
	Number	Amount
Balance - December 31, 2024	164.8	$	1.7	$	1,501.7	$	2,336.1	$	(276.6)	$	3,562.9
Net income	—	—		—		154.9		—		154.9

Other comprehensive income, net of tax	—	—		—		—		3.0		3.0
Dividends declared, $0.25 per share	—	—		—		(41.2)		—		(41.2)
Share repurchases	(0.6)	—		(50.0)		—		—		(50.0)
Exercise of options, net of shares tendered for payment	—	—		0.6		—		—		0.6
Issuance of restricted shares, net of cancellations	0.4	—		—		—		—		—
Shares surrendered by employees to pay taxes	(0.1)	—		(9.2)		—		—		(9.2)
Share-based compensation	—	—		12.6		—		—		12.6
Balance - March 31, 2025	164.5	$	1.7	$	1,455.7	$	2,449.8	$	(273.6)	$	3,633.6

See accompanying notes to condensed consolidated financial statements.

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Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

1.Basis of Presentation and Responsibility for Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of Pentair plc and its subsidiaries (“we,” “us,” “our,” or “Pentair”) have been prepared following the requirements of the United States (“U.S.”) Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) can be condensed or omitted.

We are responsible for the unaudited condensed consolidated financial statements included in this document. The financial statements include all normal recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. As these are condensed financial statements, one should also read our consolidated financial statements and notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.

Effective January 1, 2026, we reorganized the composition of our Flow and Water Solutions reportable segments to reflect how we are managing our business. As a result of this reorganization, our legacy residential and irrigation flow business moved from our Flow segment into our Water Solutions segment. The Pool segment remains unchanged. The applicable prior period amounts related to this change have been retrospectively reclassified to conform to the new composition. These changes have no impact on the Company’s historical consolidated financial performance or results of operations.

Our fiscal year ends on December 31. We report our interim quarterly periods on a calendar quarter basis.

2.Revenue

We disaggregate our revenue from contracts with customers by reportable segment, geographic location and vertical market, as we believe these best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Refer to Note 14 for revenue disaggregated by reportable segment.

Geographic net sales information, based on geographic destination of the sale, was as follows:


	Three months ended
In millions		March 31, 2026		March 31, 2025
U.S.		$	730.9	$	724.7
Western Europe		129.8		122.6
Developing (1)		108.5		109.2
Other Developed (2)		67.5		53.9
Consolidated net sales		$	1,036.7	$	1,010.4


(1) Developing primarily includes China, Latin America, the Middle East and Southeast Asia.
(2) Other Developed primarily includes Australia and Canada.

Vertical market net sales information was as follows:


	Three months ended
In millions		March 31, 2026		March 31, 2025
Residential		$	566.4	$	580.4
Commercial		274.6		244.2
Industrial		195.7		185.8
Consolidated net sales		$	1,036.7	$	1,010.4

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Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Performance obligations

As of March 31, 2026, we had $123.3 million of remaining performance obligations on contracts with an original expected duration of one year or more. We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 18 months.

Contract assets and liabilities

Contract assets and liabilities consisted of the following:


In millions	March 31, 2026		December 31, 2025		$ Change		% Change
Contract assets	$	52.5	$	53.9	$	(1.4)	(2.6)	%
Contract liabilities	43.9		42.8		1.1		2.6	%
Net contract assets	$	8.6	$	11.1	$	(2.5)	(22.5)	%

The $2.5 million decrease in net contract assets from December 31, 2025 to March 31, 2026 was primarily the result of timing of milestone payments. Approximately 60% of our contract liabilities at December 31, 2025 were recognized in revenue in the first quarter of 2026.

3. Share Plans

Total share-based compensation expense for the three months ended March 31, 2026 and 2025 was as follows:


	Three months ended
In millions		March 31, 2026		March 31, 2025
Restricted stock units		$	3.9	$	3.3
Stock options		2.6		2.6
Performance share units		9.2

SEC Form 10-Q filed by Pentair plc.