UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~October 2215, 2025

Pentair plc

(Exact name of registrant as specified in its charter)


Ireland	001-11625	98-1141328
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

Regal House, 70 London Road, Twickenham, London, TW13QS United Kingdom

(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 2 5.02 Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers

On ~~July 22~~October 15, 2025, Robert P. Fishman, the Executive Vice President and Chief Financial Officer of Pentair plc (the “Company”), ~~issued~~elected ato ~~press~~resign ~~release~~from ~~announcing~~Pentair ~~its~~effective ~~earnings~~as ~~for~~of March 1, 2026. On October 21, 2025, the ~~second~~Company ~~quarter~~announced it was elevating the role of ~~2025~~Heather Hausmann, the Company’s current Chief Information Officer and aChief ~~conference~~Information ~~call~~Security inOfficer, ~~connection~~who ~~therewith.~~currently Areports ~~copy~~to the Chief Financial Officer, and creating the role of Executive Vice President, Chief Information Officer and Chief Information Security Officer reporting directly to the ~~release~~Chief isExecutive ~~attached~~Officer. ~~hereto~~In asconjunction ~~Exhibit~~with 99this change, Mr.1 ~~and~~Fishman’s ~~incorporated~~resignation ~~herein~~will byentitle ~~reference~~him to severance benefits according to the terms of the Pentair plc Executive Officer Severance Plan, subject to the conditions therein.

~~This~~On ~~press~~October ~~release~~21, ~~refers~~2025, tothe ~~certain~~Company ~~non-generally~~also ~~accepted~~announced ~~accounting~~that ~~principles~~it ~~(“GAAP”)~~appointed ~~financial~~Nicholas ~~measures~~J. ~~(core~~Brazis ~~sales~~as the Company’s Executive Vice President and Chief Financial Officer effective as of March 1, ~~adjusted~~2026. ~~operating~~Mr. ~~income~~Brazis, ~~adjusted~~45, ~~return~~has onalso ~~sales~~been appointed as the Company’s Senior Vice President, ~~adjusted~~Finance ~~net~~effective ~~income~~as ~~from~~of ~~continuing~~November ~~operations~~1, ~~adjusted~~2025. ~~diluted~~He ~~earnings~~joined ~~per~~the ~~share~~Company ~~from~~in ~~continuing~~2023 ~~operations~~as Vice President, Corporate Development, and ~~free~~has ~~cash~~served ~~flow)~~as the Company’s Vice President, Corporate Development and Treasury since 2024. Prior to joining the Company, Mr. Brazis was a ~~reconciliation~~Vice President and Senior Vice President at Daikin Applied in North America, a leader in commercial and industrial HVAC solutions, from 2021 to 2023. Mr. Brazis also previously was Senior Director of ~~those~~Finance ~~non-GAAP~~at ~~financial~~Resideo ~~measures~~Technologies, Inc., a leader in residential control systems, from 2020 to 2021. The Compensation Committee of the ~~corresponding~~Company’s ~~financial~~Board ~~measures~~of ~~contained~~Directors inhas not yet determined the compensation that will be applicable to Mr. Brazis as the Company’s ~~financial~~Executive ~~statements~~Vice ~~prepared~~President inand ~~accordance~~Chief ~~with~~Financial ~~GAAP~~Officer.

The 2025 adjusted operating income, adjusted return on sales, adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations (“EPS”) include equity income of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, asset impairment and write-offs, loss on sale of business and certain tax items. The 2024 adjusted operating income, adjusted return on sales, adjusted net income from continuing operations and adjusted diluted EPS include equity income of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, certain legal accrual adjustments and settlements, asset impairment and write-offs, pension and other post-retirement mark-to-market gain, other income and certain tax items.

We use the term “core sales” to refer to GAAP net sales from continuing operations excluding (1) the impact of currency translation and (2) the impact of net sales from acquired businesses recorded prior to the first anniversary of the acquisition, excluding the excess over prior year net sales of the acquired business less the amount of net sales attributable to discontinued or divested product lines not considered discontinued operations (“acquisition sales”). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term “core sales growth” to refer to the measure of comparing current period core net sales with the corresponding period of the prior year.

Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company’s underlying operations. In addition, adjusted EPS is used as a criterion to measure and pay long-term incentive compensation and adjusted operating income is used as a criterion to measure and pay annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company and its investors a measurement of cash generated from operations that is available to pay dividends, repurchase shares and repay debt. In addition, free cash flow is used as a criterion to measure and pay annual incentive compensation. The Company’s measure of free cash flow may not be comparable to similarly titled measures reported by other companies.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(d) Exhibits

EXHIBIT INDEX


EXHIBIT INDEX
	Exhibit	Description

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit						Description
99.1						Pentair plc press release dated July 22, 2025 announcing earnings for the second quarter of 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~July 22~~October 21, 2025.

PENTAIR PLC Registrant By /s/ ~~Robert~~Lance PT. ~~Fishman~~Bonner ~~Robert~~Lance PT. ~~Fishman~~Bonner Executive Vice President ~~and Chief Financial Officer By /s/ Jennifer M. Hensley Jennifer M. Hensley Senior Vice President~~, ~~Chief~~General ~~Accounting~~Counsel ~~Officer~~ and ~~Controller~~Secretary

Filing Compare · PENTAIR plc