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Forward-looking statements
This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. All statements made about the Taco acquisition, including the anticipated time for completing the acquisition, and the anticipated benefits of the acquisition are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include our ability to close and fund the Taco acquisition on the expected terms and time schedule, including obtaining regulatory approvals and satisfying other closing conditions; our ability to integrate the Taco acquisition successfully; our ability to retain customers and employees of Taco; the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements speak only as of the date of this report. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this report.
Overview
The terms “us,” “we,” “our” or “Pentair” refer to Pentair plc and its consolidated subsidiaries. At Pentair, we help the world sustainably move, improve and enjoy water, life’s most essential resource. From our residential and commercial water solutions to industrial water management and everything in between, Pentair is an S&P 500 company focused on smart, sustainable water solutions that help our planet and people thrive.
We are comprised of three reportable segments: Flow, Water Solutions and Pool. 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. We believe the new alignment with our residential and irrigation flow business in our Water Solutions segment will help us accelerate our efforts to improve customer experiences, enhance operational efficiencies and deliver more comprehensive solutions. 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.
For the first six months of 2026, the Flow, Water Solutions and Pool reportable segments represented approximately 27%, 41% and 32% of total consolidated net sales, respectively. We classify our operations into reportable segments based primarily on types of products offered and markets served:
•Flow — The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value. This segment designs, manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, specialty insertion valves, line stop fittings and installation equipment, turbine pumps and solid handling pumps, while serving the global commercial and industrial markets. These products and systems are used in a range of applications, including fluid delivery, ion exchange, desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, fire suppression and flood control.
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•Water Solutions — The focus of this segment is to provide great tasting, higher-quality water and ice while helping people use water more productively. This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, point-of-entry and point-of-use water treatment systems, fluid transfer pumps, agricultural spray nozzles, as well as certain water disposal and water supply pumps. These water treatment products and systems are for use in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations, circulation and transfer, agricultural irrigation and crop spray.
•Pool — The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water. This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, chlorinators, automatic cleaners, maintenance equipment and pool accessories. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.
In September 2025, as part of our Flow reportable segment, we completed the acquisition of Hydra-Stop, LLC (“Hydra-Stop”) for $292.1 million in cash, net of cash acquired, and subject to customary adjustments. Hydra-Stop manufactures specialty insertion valves, line stop fittings and installation equipment.
On July 27, 2026, as part of our Water Solutions reportable segment, we entered into a definitive agreement to acquire the issued and outstanding equity securities of Taco Group Holdings (“Taco”), for a purchase price of $1.425 billion, subject to customary adjustments contemplated by the definitive agreement. We expect to finance the acquisition with a combination of cash on hand and committed bridge financing, which we intend to refinance through a permanent debt issuance that we anticipate to be investment grade. We expect to close the acquisition of Taco in the fourth quarter of 2026, subject to customary closing conditions and necessary regulatory approvals.
Key trends and uncertainties regarding our existing business
The following trends and uncertainties affected our financial performance in the first six months of 2026 and are reasonably likely to impact our results in the future:
•We have a Transformation Program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes. During 2025 and the first six months of 2026, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, sourcing excellence, operational excellence and organizational effectiveness. We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to incur transformation costs throughout the remainder of 2026 and beyond.
•During 2025 and the first six months of 2026, we implemented 80/20 guiding principles to enable our Transformation Program. As we continue to focus on 80/20 guiding principles in 2026, we expect to create value by increasing focus on key customers and products through quadrant-based strategies. We expect this approach to enable improved operating performance by driving margin growth with our highest value customers, reducing lower margin sales and removing complexity in the future.
•During 2025 and the first six months of 2026, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect these actions to continue throughout the remainder of 2026 and to drive margin expansion.
•During the second quarter of 2026, performance was negatively impacted by a decline in Pool sales largely attributed to a more pronounced inventory realignment with major channel partners than previously estimated and worsening business conditions, including higher interest rates and inflation. Destocking of inventory in the Pool channel is expected to negatively impact net sales for the twelve months ended 2026 by approximately $250 million. While we expect channel inventory levels to improve over time, the timing and pace of normalization remain uncertain and could negatively impact our results of operations.
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•During 2025 and the first six months of 2026, we experienced inflationary cost increases, including tariffs, for certain raw materials as well as logistics and transportation costs. Tariffs, along with potential retaliatory measures by other countries, have contributed to higher input costs and supply chain complexity. The ongoing volatility in the commodities market also has the potential to continue to drive price increases in our supply chain. To address these inflationary pressures, we have implemented pricing increases and taken other actions including inventory pre-buys and supply chain optimization. In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases. We anticipate that inflationary cost increases and supply chain pressures, including additional or increased tariffs in the future, as well as any related impacts on macroeconomic conditions and our business, will likely persist throughout the remainder of 2026.
•During 2025, the current U.S. administration implemented tariffs under the International Emergency Economic Powers Act (“IEEPA”). In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the IEEPA. While we have received refunds in the second quarter of 2026 of certain previously paid IEEPA tariffs, uncertainty remains regarding the timing and ultimate amount of any additional potential refunds, as well as the scope and impact of replacement tariffs or other trade policy actions. We will continue to monitor these developments and evaluate their potential impact on our business, results of operations, cash flows and future tariff exposure.
•The Organisation for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate. Pillar Two has negatively impacted our effective tax rate during the first six months of 2026 and is likely to continue to impact our effective tax rate in the future. We continue to evaluate the enacted legislative changes and new guidance as it becomes available.
•We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.
In 2026, our operating objectives focus on delivering our core and building our future. We expect to execute these objectives by:
•Delivering profitable revenue growth and productivity for customers and shareholders;
•Continuing to focus on capital allocation through:
◦Committing to maintain our investment grade rating;
◦Focusing on reducing our long-term debt;
◦Returning cash to shareholders through dividends and share repurchases; and
◦Accelerating our performance with strategically aligned mergers and acquisitions;
•Focusing growth initiatives that accelerate our investments in digital, innovation, technology and sustainability;
•Evolving the Pentair Business System which includes executing our Transformation Program initiatives and using the Pentair leadership tools to drive operational excellence, reduce complexity and improve our organizational structure, with a continued focus on 80/20 guiding principles for profitable growth; and
•Building a high-performance growth culture and delivering on our commitments while living our Win Right values.
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CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations for the three months ended June 30, 2026 and 2025 were as follows:
Three months ended
In millions June 30, 2026 June 30, 2025 $ Change % / Point Change
Net sales $ 932.6 $ 1,123.1 $ (190.5) (17.0) %
Cost of goods sold 537.6 666.5 (128.9) (19.3) %
Gross profit 395.0 456.6 (61.6) (13.5) %
% of net sales 42.4 % 40.7 % 1.7 pts
Selling, general and administrative 204.8 213.8 (9.0) (4.2) %
% of net sales 22.0 % 19.0 % 3.0 pts
Research and development 23.7 25.1 (1.4) (5.6) %
% of net sales 2.5 % 2.2 % 0.3 pts
Operating income 166.5 217.7 (51.2) (23.5) %
% of net sales 17.9 % 19.4 % (1.5) pts
Loss on sale of business — 26.3 (26.3) N.M.
Other expense 0.2 1.0 (0.8) (80.0) %
Net interest expense 19.4 17.9 1.5 8.4 %
Income from continuing operations before income taxes 146.9 172.5 (25.6) (14.8) %
Provision for income taxes 18.3 24.0 (5.7) (23.8) %
Effective tax rate 12.5 % 13.9 % (1.4) pts
N.M. = Not Meaningful
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The consolidated results of operations for the six months ended June 30, 2026 and 2025 were as follows:
Six months ended
In millions June 30, 2026 June 30, 2025 $ Change % / Point Change
Net sales $ 1,969.3 $ 2,133.5 $ (164.2) (7.7) %
Cost of goods sold 1,140.9 1,273.6 (132.7) (10.4) %
Gross profit 828.4 859.9 (31.5) (3.7) %
% of net sales 42.1 % 40.3 % 1.8 pts
Selling, general and administrative 403.7 390.4 13.3 3.4 %
% of net sales 20.5 % 18.3 % 2.2 pts
Research and development 48.2 48.7 (0.5) (1.0) %
% of net sales 2.4 % 2.3 % 0.1 pts
Operating income 376.5 420.8 (44.3) (10.5) %
% of net sales 19.1 % 19.7 % (0.6) pts
Loss on sale of business — 26.3 (26.3) N.M.
Other expense 0.7 1.5 (0.8) (53.3) %
Net interest expense 39.5 37.6 1.9 5.1 %
Income from continuing operations before income taxes 336.3 355.4 (19.1) (5.4) %
Provision for income taxes 46.9 52.0 (5.1) (9.8) %
Effective tax rate 13.9 % 14.6 % (0.7) pts
Net sales
The components of the consolidated net sales change from the prior period were as follows:
Three months ended June 30, 2026 Six months ended June 30, 2026
over the prior year period over the prior year period
Volume (20.6) % (12.8) %
Price 3.3 4.2
Core growth (17.3) (8.6)
Acquisition/Divestitures (0.3) (0.4)
Currency 0.6 1.3
Total (17.0) % (7.7) %
The 17.0 and 7.7 percent decreases in net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•decreased sales volume primarily driven by destocking of channel inventory within our Pool segment; and
•a business exit in the commercial business of our Water Solutions segment that occurred during the second quarter of 2025.
These decreases were partially offset by:
•increased selling prices across all of our segments to mitigate inflationary cost increases;
•increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025; and
•favorable foreign currency effects.
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Gross profit
The 1.7 and 1.8 percentage point increases in gross profit as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•increased selling prices across all our segments to mitigate inflationary cost increases;
•increased productivity across all our segments;
•no asset impairment and write-offs in the second quarter or first half of 2026, compared to $10.3 million and $15.5 million in the second quarter and first half, respectively, of 2025; and
•the positive impact of $34.9 million in refunds during the second quarter of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary costs increases.
These increases were partially offset by:
•inflationary cost increases related to certain raw material costs.
Selling, general and administrative expenses (“SG&A”)
The 3.0 and 2.2 percentage point increases in SG&A as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•restructuring costs of $34.6 million in the second quarter of 2026, compared to $14.3 million in the second quarter of 2025, and $48.3 million in the first half of 2026, compared to $23.9 million in the first half of 2025; and
•transformation costs of $17.5 million in the second quarter of 2026 compared to $12.7 million in the second quarter of 2025, and $29.0 million in the first half of 2026, compared to $21.9 million in the first half of 2025.
These increases were partially offset by:
•an impairment charge of $30.9 million related to the write-off of a definite-lived customer relationship intangible asset as a result of a business exit within our Water Solutions segment during the second quarter of 2025 that did not reoccur in the second quarter of 2026.
Net interest expense
The 8.4 and 5.1 percent increases in net interest expense in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•higher debt levels compared to the same periods of the prior year.
Provision for income taxes
The 1.4 and 0.7 percentage point decreases in the effective tax rate in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•a favorable mix of global earnings.
These decreases were partially offset by:
•a decrease in the amount of favorable discrete items in 2026 compared to 2025.
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of our three reportable segments (Flow, Water Solutions and Pool). Each of these segments comprises various product offerings that serve multiple end users.
We evaluate performance based on net sales and reportable segment income (“segment income”) and use certain ratios, particularly return on sales, to measure performance of our reportable segments. Segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.
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Flow
The net sales and segment income for Flow were as follows:
Three months ended Six months ended
In millions June 30, 2026 June 30, 2025 % / Point Change June 30, 2026 June 30, 2025 % / Point Change
Net sales $ 263.7 $ 250.9 5.1% $ 521.8 $ 483.5 7.9%
Segment income 69.8 54.8 27.4% 131.0 105.0 24.8%
% of net sales 26.5 % 21.8 % 4.7 pts 25.1 % 21.7 % 3.4 pts
Net sales
The components of the change in Flow net sales from the prior period were as follows:
Three months ended June 30, 2026 Six months ended June 30, 2026
over the prior year period over the prior year period
Volume (3.2) % (2.2) %
Price 2.4 3.0
Core growth (0.8) 0.8
Acquisition/Divestiture 4.9 4.6
Currency 1.0 2.5
Total 5.1 % 7.9 %
The 5.1 and 7.9 percent increases in net sales for Flow in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•increased sales due to the acquisition of Hydra-Stop completed in the third quarter of 2025;
•increased selling prices to mitigate inflationary cost increases; and
•favorable foreign currency effects.
These increases were partially offset by:
•decreased sales volume.
Segment income
The components of the change in Flow segment income as a percentage of net sales from the prior period were as follows:
Three months ended June 30, 2026 Six months ended June 30, 2026
over the prior year period over the prior year period
Volume/Price/Acquisition/Divestiture 3.8 pts 4.2 pts
Currency (0.1) (0.2)
Inflation (1.4) (2.1)
Productivity 2.4 1.5
Total 4.7 pts 3.4 pts
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The 4.7 and 3.4 percentage point increases in segment income for Flow as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•increased selling prices to mitigate impacts of inflation;
•increased productivity; and
•the positive impact of $5.4 million in refunds during the second quarter of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary costs increases.
These increases were partially offset by:
•inflationary cost increases related to certain raw material costs.
Water Solutions
The net sales and segment income for Water Solutions were as follows:
Three months ended Six months ended
In millions June 30, 2026 June 30, 2025 % / Point Change June 30, 2026 June 30, 2025 % / Point Change
Net sales $ 422.0 $ 444.7 (5.1)% $ 813.0 $ 838.2 (3.0)%
Segment income 126.4 108.5 16.5% 226.3 202.6 11.7%
% of net sales 30.0 % 24.4 % 5.6 pts 27.8 % 24.2 % 3.6 pts
Net sales
The components of the change in Water Solutions net sales from the prior period were as follows:
Three months ended June 30, 2026 Six months ended June 30, 2026
over the prior year period over the prior year period
Volume (5.7) % (5.2) %
Price 3.1 4.2
Core growth (2.6) (1.0)
Acquisition/Divestiture (3.5) (3.7)
Currency 1.0 1.7
Total (5.1) % (3.0) %
The 5.1 and 3.0 percent decreases in net sales for Water Solutions in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•decreased sales volume; and
•a business exit in our commercial business that occurred in the second quarter of 2025.
These decreases were partially offset by:
•increased selling prices to mitigate inflationary cost increases; and
•favorable foreign currency effects.
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Segment income
The components of the change in Water Solutions segment income as a percentage of net sales from the prior period were as follows:
Three months ended June 30, 2026 Six months ended June 30, 2026
over the prior year period over the prior year period
Volume/Price/Acquisition/Divestiture 3.4 pts 3.3 pts
Currency (0.2) (0.4)
Inflation 1.9 (1.0)
Productivity 0.5 1.7
Total 5.6 pts 3.6 pts
The 5.6 and 3.6 percentage point increases in segment income for Water Solutions as a percentage of net sales in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•increased selling prices to mitigate impacts of inflation;
•increased productivity; and
•the positive impact of $18.3 million in refunds in the second quarter of 2026 associated with tariffs previously collected under IEEPA which more than offset inflationary costs increases compared to second quarter of 2025.
These increases were partially offset by:
•inflationary cost increases related to certain raw material costs.
Pool
The net sales and segment income for Pool were as follows:
Three months ended Six months ended
In millions June 30, 2026 June 30, 2025 % / Point Change June 30, 2026 June 30, 2025 % / Point Change
Net sales $ 246.6 $ 427.2 (42.3)% $ 633.7 $ 811.1 (21.9)%
Segment income 57.6 152.7 (62.3)% 185.7 278.7 (33.4)%
% of net sales 23.4 % 35.7 % (12.3) pts 29.3 % 34.4 % (5.1) pts
Net sales
The components of the change in Pool net sales from the prior period were as follows:
Three months ended June 30, 2026 Six months ended June 30, 2026
over the prior year period over the prior year period
Volume (46.3) % (27.2) %
Price 3.9 5.1
Core growth (42.4) (22.1)
Currency 0.1 0.2
Total (42.3) % (21.9) %
The 42.3 and 21.9 percent decreases in net sales for Pool in the second quarter and first half, respectively, of 2026 from 2025 were primarily driven by:
•decreased sales volume primarily driven by destocking of inventory in the Pool channel.
These decreases were partially offset by:
•increased selling prices to mitigate inflationary cost increases.
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Segment income
The components of the change in Pool segment income as a percentage of net sales from the prior period were as follows:
Three months ended June 30, 2026 Six months ended June 30, 2026
over the prior year period over the prior year period
Volume/Price/Acquisition/Divestiture (11.5) pts (3.3) pts
Currency (0.3) (0.2)
Inflation (1.4) (3.2)
Productivity 0.9 1.6
Total (12.3) pts (5.1) pts
The 12.3 and 5.1 percentage point decreases in segment income for Pool as a percentage of net sales in the second quarter of 2026 from 2025 were primarily driven by:
•decreased sales volume primarily driven by destocking of inventory in the Pool channel; and
•inflationary cost increases related to certain raw material costs.
These decreases were partially offset by:
•increased selling prices to mitigate impacts of inflation;
•increased productivity; and
•the positive impact of $11.2 million in refunds during the second quarter of 2026 associated with tariffs previously collected under IEEPA which partially mitigated inflationary costs increases.
LIQUIDITY AND CAPITAL RESOURCES
We generally fund cash requirements for working capital, capital expenditures, equity investments, acquisitions, debt repayments, dividend payments and share repurchases from cash generated from operations, availability under existing committed revolving credit facilities and in certain instances, public and private debt and equity offerings. Our primary revolving credit facility has generally been adequate for these purposes, although we have negotiated additional credit facilities or completed debt and equity offerings as needed to allow us to complete acquisitions.
We experience seasonal cash flows primarily due to seasonal demand in a number of markets. Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2026 and drew on our revolving credit facility to fund our operations. This cash usage reversed in the second quarter of 2026 as the seasonality of our businesses peaked and generated significant cash to fund our operations.
End-user demand for pool equipment in the Pool segment and water solutions, residential water supply and agricultural products in the Water Solutions segment follows warm weather trends, with seasonal highs ranging from April to September. The magnitude of the sales spike has historically been partially mitigated within the Pool segment by employing advance sale “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by weather patterns, particularly temperature, heavy flooding and droughts.
We expect to continue to have sufficient cash and borrowing capacity to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe our existing liquidity position, coupled with our currently anticipated operating cash flows, will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months.
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Summary of cash flows
Six months ended
In millions June 30, 2026 June 30, 2025
Net cash provided by (used for):
Operating activities $ 504.4 $ 567.7
Investing activities (38.7) (45.4)
Financing activities (482.1) (469.4)
Operating activities
Net cash provided by operating activities in the first six months of 2026 primarily reflects net income from continuing operations, inclusive of $34.9 million of tariff refunds previously collected under IEEPA and net of non-cash depreciation, definite-lived intangible amortization and share-based compensation, of $369.7 million. Additionally, we had a cash inflow of $138.0 million as a result of changes in net working capital, primarily due to decreased accounts receivable and increased inventory balances primarily driven by lower sales volume within our Pool segment attributed to higher channel inventory and lower demand as well as an increase in cash collections during the period.
Net cash provided by operating activities in the first six months of 2025 primarily reflects net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation, loss on sale of business and asset impairment, of $455.8 million. Additionally, we had a cash inflow of $83.3 million as a result of changes in net working capital, primarily due to decreased accounts receivable and increased accounts payable balances. The decrease in accounts receivable was attributed to an increase in cash collections during the period. The increased accounts payable balance was primarily due to an increase in purchases for our peak sales season in the second quarter of 2025.
Investing activities
Net cash used for investing activities in the first six months of 2026 primarily reflects capital expenditures of $37.4 million.
Net cash used for investing activities in the first six months of 2025 primarily reflects capital expenditures of $27.7 million and the purchase of investments of $18.0 million.
Financing activities
Net cash used for financing activities in the first six months of 2026 primarily relates to the repayment $575.0 million of the remaining principal under the Prior Term Loan Facility, share repurchases of $348.2 million and dividend payments of $87.5 million, partially offset by proceeds received from the term loan facility under the Senior Credit Facility of $500.0 million and net borrowings of revolving long-term debt of $42.3 million.
Net cash used for financing activities in the first six months of 2025 primarily relates to the repayment of $250.0 million of the principal balance under the Prior Term Loan Facility, share repurchases of $125.0 million and dividend payments of $82.4 million.
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Free cash flow
In addition to measuring our cash flow generation or usage based upon operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure our free cash flow. We have a long-term goal to consistently generate free cash flow that is equal to 100 percent conversion of net income. Free cash flow is a non-U.S. GAAP financial measure that we use to assess our cash flow performance. We believe free cash flow is an important measure of liquidity because it provides us and our investors a measurement of cash generated from operations that is available to pay dividends, repurchase shares and repay debt. In addition, free cash flow is used as a criterion to measure and pay compensation-based incentives. Our measure of free cash flow may not be comparable to similarly titled measures reported by other companies.
The following table is a reconciliation of free cash flow:
Six months ended
In millions June 30, 2026 June 30, 2025
Net cash provided by operating activities $ 504.4 $ 567.7
Capital expenditures (37.4) (27.7)
Proceeds from sale of property and equipment 0.2 0.1
Free cash flow $ 467.2 $ 540.1
Debt and capital
Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, which was amended and restated in May 2025 and May 2026, providing for a $900.0 million senior unsecured revolving credit facility and a $500.0 million senior unsecured term loan facility. The revolving credit and term loan facilities have a maturity date of May 5, 2030. The term loan facility has required quarterly installment payments of $3.1 million beginning on the last day of the second quarter of 2027 and increasing to $6.3 million beginning with the last day of the second quarter of 2028. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
As of June 30, 2026, total availability under the Senior Credit Facility was $580.0 million. Additionally, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more additional tranches of term loans in an aggregate amount of up to $450.0 million, subject to customary conditions, including the commitment of the participating lenders.
In addition, Pentair and PFSA were parties to a senior unsecured term loan facility (the “Prior Term Loan Facility”), with PFSA as borrower and Pentair as guarantor providing for an aggregate principal amount of $1.0 billion and a maturity date of July 28, 2027. In May 2026, PFSA repaid the remaining $575.0 million outstanding under the Prior Term Loan Facility using proceeds from borrowings under the amended Senior Credit Facility, and the Prior Term Loan Facility was terminated.
In connection with entering into the definitive agreement to acquire Taco, PFSA entered into a commitment letter, dated July 27, 2026 (the “Commitment Letter”), pursuant to which, among other things, the lender has committed to provide debt financing for the acquisition of Taco, consisting of a senior unsecured bridge facility of $1.4 billion (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. The Bridge Facility will be subject to mandatory reduction and prepayment for 100% of the net cash proceeds from the issuance of any debt and other of our securities and other specified events, subject to certain exceptions.
Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility. The Senior Credit Facility contains covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated cash interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal
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quarter. For purposes of the Leverage Ratio, the Senior Credit Facility provides for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.
In addition to the Senior Credit Facility, we have various other credit facilities with an aggregate availability of $21.1 million, of which there were no outstanding borrowings at June 30, 2026. Borrowings under these credit facilities bear interest at variable rates.
We have $3.1 million of payments due in the next twelve months under the term loan facility of the Senior Credit Facility. We classified this debt as long-term as of June 30, 2026, as we have the intent and ability to refinance such obligation on a long-term basis utilizing the Senior Credit Facility’s revolving credit facility.
As of June 30, 2026, we had $38.5 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.
Share repurchases
In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2028. During the six months ended June 30, 2026, we repurchased 4.0 million of our ordinary shares for $350.0 million. As of June 30, 2026, we had $650.0 million available for share repurchases under this authorization.
Dividends payable
On May 4, 2026, the Board of Directors declared a quarterly cash dividend of $0.27 per share, payable on August 7, 2026 to shareholders of record at the close of business on July 24, 2026. As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $43.1 million at June 30, 2026, compared to $44.1 million at December 31, 2025.
We paid dividends in the first six months of 2026 of $87.5 million, or $0.54 per ordinary share compared with $82.4 million, or $0.50 per ordinary share, in the prior year period.
Under Irish law, the payment of future cash dividends and repurchases of shares may be paid only out of Pentair plc’s “distributable reserves” on its statutory balance sheet. Pentair plc is not permitted to pay dividends out of share capital, which includes share premiums. Distributable reserves may be created through the earnings of the Irish parent company and through a reduction in share capital approved by the Irish High Court. Distributable reserves are not linked to a U.S. generally accepted accounting principles (“GAAP”) reported amount (e.g., retained earnings). Our distributable reserve balance was $6.4 billion as of December 31, 2025.
Supplemental guarantor information
Pentair plc (the “Parent Company Guarantor”), fully and unconditionally, guarantees the senior notes of PFSA (the “Subsidiary Issuer”). The Subsidiary Issuer is a Luxembourg private limited liability company and 100 percent-owned subsidiary of the Parent Company Guarantor.
The Parent Company Guarantor is a holding company established to own directly and indirectly substantially all of its operating and other subsidiaries. The Subsidiary Issuer is a holding company formed to own directly and indirectly substantially all of its operating and other subsidiaries and to issue debt securities, including the senior notes. The Parent Company Guarantor’s principal source of cash flow, including cash flow to make payments on the senior notes pursuant to the guarantees, is dividends from its subsidiaries. The Subsidiary Issuer’s principal source of cash flow is interest income from its subsidiaries. None of the subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer is under any direct obligation to pay or otherwise fund amounts due on the senior notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer. If such subsidiaries are unable to transfer funds to the Parent Company Guarantor or the Subsidiary Issuer and sufficient cash or liquidity is not otherwise available, the Parent Company Guarantor or the Subsidiary Issuer may not be able to make principal and interest payments on their outstanding debt, including the senior notes or the guarantees.
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The following table presents summarized financial information as of June 30, 2026 and December 31, 2025 for the Parent Company Guarantor and Subsidiary Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the guarantors and the issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.
In millions June 30, 2026 December 31, 2025
Current assets (1) $ 1.7 $ 3.1
Noncurrent assets (2) 2,502.5 2,503.6
Current liabilities (3) 2,749.9 2,310.8
Noncurrent liabilities (4) 1,833.3 1,853.8
(1) No assets due from non-guarantor subsidiaries were included as of June 30, 2026 and December 31, 2025, respectively.
(2) Includes assets due from non-guarantor subsidiaries of $2,498.6 million and $2,503.6 million as of June 30, 2026 and December 31, 2025, respectively.
(3) Includes liabilities due to non-guarantor subsidiaries of $2,676.8 million and $2,235.8 million as of June 30, 2026 and December 31, 2025, respectively.
(4) Includes liabilities due to non-guarantor subsidiaries of $165.7 million and $171.4 million as of June 30, 2026 and December 31, 2025, respectively.
The Parent Company Guarantor and Subsidiary Issuer do not have material results of operations on a combined basis.
CRITICAL ACCOUNTING POLICIES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our Annual Report on Form 10-K for the year ended December 31, 2025, we identified the critical accounting policies that affect our more significant estimates and assumptions used in preparing our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.