Form 4: Pentair Director Jones Reports RSU Grant, Tax-Related Share Sale

Pentair plc Director David A. Jones reported the grant of 1,564 restricted stock units and the disposition of 714 common shares for tax purposes.

Summary

• Director David A. Jones received a grant of 1,564 Restricted Stock Units (RSUs) on January 2, 2026.
• These RSUs are subject to vesting conditions of the Pentair plc 2020 Share and Incentive Plan, with each unit representing a right to receive one Pentair plc share upon vesting.
• Jones disposed of 714 common shares on January 2, 2026, at a price of $105.47 per share.
• This disposition was for the purpose of paying taxes applicable to the vesting of restricted stock units.
• Following these transactions, Jones directly holds 27,259 common shares.
• Jones also indirectly holds 56,797.564 Phantom Stock Units (Deferred Compensation) which convert into common shares on a one-for-one basis.
• The reported transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions, including an equity grant and a tax-related share sale. The grant of RSUs is a positive for incentive alignment, while the sale for tax purposes is a standard event. The overall impact is neutral to slightly positive due to the RSU grant and continued significant holdings.

Positives

• Grant of 1,564 Restricted Stock Units to a director, indicating continued incentive alignment with company performance.
• Significant indirect holding of 56,797.564 Phantom Stock Units, demonstrating a long-term commitment to the company's equity.
• Transactions were executed under a Rule 10b5-1(c) plan, suggesting pre-planned and non-discretionary trading.

Negatives

• Disposition of 714 common shares, although for tax purposes, results in a reduction of direct share ownership.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The transactions involve a director of Pentair plc, David A. Jones, and the company's securities, which are inherently related-party dealings in the context of insider reporting.

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the director's interests with shareholders. The tax-related sale is a minor dilution event but is standard practice for equity compensation.
• Employees: The equity compensation plan (2020 Share and Incentive Plan) suggests a broader framework for employee incentives within the company.

Next Steps

• Vesting of the granted Restricted Stock Units will occur according to the Pentair plc 2020 Share and Incentive Plan.
• Settlement of Phantom Stock Units will be in Pentair common shares in accordance with the reporting person's irrevocable election.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions for a director, involving an RSU grant and a tax-related share disposition. Such transactions are common and generally do not indicate a significant shift in company fundamentals or outlook. The director continues to hold a substantial number of shares and phantom units, suggesting ongoing alignment with the company's performance. Therefore, based solely on this filing, a "hold" recommendation is appropriate as there's no new material information to warrant a change in investment thesis.

Keywords

Pentair plc, PNR, Form 4, Insider Trading, Restricted Stock Units, RSU, Phantom Stock Units, Deferred Compensation, Director, Equity Compensation, Share Disposition, Tax Withholding, Rule 10b5-1