Form 4: Pentair EVP Acquires Equity, Sells Shares for Tax

Pentair's EVP & Chief HR Officer, Tanya L. Hooper, reported the acquisition of restricted stock units and employee stock options, alongside the sale of common shares to cover tax obligations related to RSU vesting.

Summary

• Tanya L. Hooper, EVP & Chief HR Officer of PENTAIR plc (PNR), reported transactions under a Rule 10b5-1 plan.
• On January 2, 2026, Hooper acquired 2,370 Restricted Stock Units (RSUs) at a price of $0, granted under the Pentair plc 2020 Share and Incentive Plan.
• Each RSU represents a right to receive one Pentair plc share upon vesting.
• On January 2, 2026, Hooper disposed of 296 common shares at $105.47 per share to cover taxes related to RSU vesting.
• Also on January 2, 2026, Hooper disposed of 214 common shares at $105.47 per share to cover taxes related to RSU vesting.
• On January 3, 2026, Hooper disposed of 383 common shares at $102.67 per share to cover taxes related to RSU vesting.
• Following these transactions, Hooper's beneficial ownership of Common Shares Restricted Stock Units is 23,980.59.
• Her beneficial ownership of Common Shares is 11,179.0528 after the latest reported disposition.
• On January 2, 2026, Hooper acquired 6,643 Employee Stock Options with an exercise price of $105.47, granted under the Pentair plc 2020 Share and Incentive Plan.
• These stock options have an expiration date of January 2, 2036, and vest one-third on the first, second, and third anniversary of the grant date.
• Following this transaction, Hooper's beneficial ownership of Employee Stock Options is 6,643.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the executive's acquisition of long-term equity incentives, aligning their interests with shareholders. The share sales are for tax purposes, which is a neutral, routine event.

Positives

• The acquisition of 2,370 Restricted Stock Units and 6,643 Employee Stock Options aligns management's interests with long-term shareholder value.
• The transactions were made pursuant to a Rule 10b5-1 plan, indicating pre-planned, routine executive compensation activities.

Negatives

• The disposition of 893 common shares (296 + 214 + 383) reduces direct share ownership, although it was for tax obligations related to RSU vesting.

Future Outlook

The acquired Restricted Stock Units will vest, leading to the issuance of Pentair plc shares. The Employee Stock Options will become exercisable in one-third increments on the first, second, and third anniversaries of the grant date (January 2, 2026).

Industry Context

This Form 4 filing details routine executive compensation and tax-related transactions, which are standard practices across publicly traded companies to incentivize management and manage equity awards.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Employee Stock Options (ESOs) as part of executive compensation is a common practice in the industry, aligning with typical long-term incentive structures.
• The disposition of shares to cover tax obligations upon RSU vesting is a standard procedure for executives receiving equity compensation, often facilitated through Rule 10b5-1 plans to ensure compliance and avoid accusations of insider trading.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of equity incentives by a key executive generally aligns management's long-term interests with shareholder value creation.
• Employees: The use of stock options and RSUs as compensation is a common practice that can motivate and retain key personnel.

Next Steps

• Vesting of the 2,370 Restricted Stock Units.
• One-third of the 6,643 Employee Stock Options will become exercisable on the first, second, and third anniversaries of January 2, 2026.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation and tax-related transactions, which are generally not considered significant catalysts for a change in stock recommendation. The acquisition of equity incentives by a key executive is a positive for long-term alignment, but the associated tax sales are standard practice. No new fundamental information impacting the company's valuation or outlook is presented.

Keywords

PENTAIR, PNR, Form 4, Insider Trading, Executive Compensation, Restricted Stock Units, Employee Stock Options, Rule 10b5-1 Plan, Tanya L. Hooper