Form 4: Pentair EVP Hooper Reports PSU Settlement, Tax Share Sale

Pentair's EVP & Chief HR Officer, Tanya L. Hooper, reported the settlement of performance share units and the subsequent sale of shares to cover tax obligations.

Summary

• Tanya L. Hooper, EVP & Chief HR Officer of Pentair plc (PNR), reported transactions related to her beneficial ownership.
• On February 23, 2026, Hooper acquired 11,027 common shares resulting from the settlement of performance share units (PSUs) earned for the performance period ending December 31, 2025.
• The Compensation Committee certified the achievement of performance goals on the same date.
• Concurrently, 3,744 common shares were disposed of at a price of $101.66 per share to cover tax obligations related to the PSU settlement.
• Following these transactions, Hooper's direct beneficial ownership stands at 18,473.8009 common shares and 24,047.099 restricted stock units.
• The reported transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it confirms the achievement of performance goals for the executive, but the transaction itself is a standard part of executive compensation and tax planning.

Positives

• Tanya L. Hooper earned 11,027 common shares from the settlement of performance share units, indicating the achievement of performance goals for the period ended December 31, 2025.
• The Compensation Committee certified the achievement of these performance goals.

Negatives

• 3,744 common shares were surrendered to pay taxes applicable to the settlement of performance share units, reducing the net shares received.

Future Outlook

The filing details a pre-planned transaction under Rule 10b5-1(c) for the settlement of performance share units related to a performance period that concluded on December 31, 2025, with the transaction occurring on February 23, 2026. No further forward-looking guidance or estimates are provided.

Industry Context

StockSavvy.ai notes that insider transactions, such as the settlement of performance share units and subsequent tax-related share sales, are routine events in executive compensation. These transactions reflect the vesting of long-term incentives and are generally not indicative of broader industry trends or strategic shifts, but rather the execution of pre-established compensation plans.

Related Party Transactions

• The reported transactions involve an executive (Tanya L. Hooper) and the company (Pentair plc), which are inherently related party dealings as part of executive compensation and share ownership.

Stakeholder Impact

• Shareholders: The transaction represents a routine compensation event for an executive, with a minor increase in shares outstanding from PSU settlement and a minor decrease from tax withholding. No significant direct impact on overall shareholder value is implied.
• Employees: No direct impact on general employees is indicated.
• Management: The transaction reflects the successful achievement of performance goals for the EVP & Chief HR Officer, aligning executive incentives with company performance.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction related to executive compensation and tax obligations. It does not contain information that would fundamentally alter the investment thesis for Pentair plc. The achievement of performance goals for the executive is a positive signal regarding internal targets, but the overall impact on the company's valuation or strategic direction is negligible. Therefore, a 'hold' recommendation is appropriate as this filing provides no new material information to warrant a change in investment stance.

Keywords

Pentair, PNR, Tanya L. Hooper, Form 4, Insider Transaction, Performance Share Units, PSU Settlement, Executive Compensation, Share Disposition, Tax Withholding, Rule 10b5-1