10-K: Pentair Reports Strong 2025 Results, Boosts Dividend 8%
Annual Report
Pentair plc delivered robust financial performance in 2025 with increased net sales, gross profit, and diluted EPS, alongside a significant dividend hike and new share repurchase authorization.
Summary
- Consolidated net sales increased by 2.3% to $4,176.0 million in 2025, up from $4,082.8 million in 2024.
- Gross profit as a percentage of net sales rose by 1.3 percentage points to 40.5% in 2025, compared to 39.2% in 2024.
- Operating income increased by 6.7% to $857.5 million in 2025, with operating income as a percentage of net sales improving by 0.8 percentage points to 20.5%.
- Diluted earnings per ordinary share (EPS) grew to $3.96 in 2025, up from $3.74 in 2024.
- Net cash provided by operating activities of continuing operations was $814.8 million in 2025, an increase from $766.9 million in 2024.
- Free cash flow from continuing operations reached $748.4 million in 2025, up from $693.1 million in 2024.
- The Pool segment saw an 8.5% increase in net sales to $1,558.8 million and a 10.6% increase in segment income to $527.1 million in 2025.
- The Flow segment's net sales increased by 2.6% to $1,553.6 million, and segment income rose by 13.8% to $362.1 million in 2025.
- The Water Solutions segment experienced a 6.1% decrease in net sales to $1,062.1 million but maintained segment income at $253.9 million, resulting in a 1.3 percentage point increase in segment income as a percentage of net sales.
- Pentair completed the acquisition of Hydra-Stop, LLC for $292.1 million in cash on September 17, 2025, enhancing its Flow segment offerings.
- The Board of Directors approved an 8% increase in the regular quarterly cash dividend to $0.27 per share, marking the 50th consecutive year of dividend increases.
- A new $1.0 billion share repurchase authorization was approved in December 2025, replacing the expired 2020 Authorization.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this filing positively due to strong financial performance across key metrics, strategic acquisitions, and a significant commitment to shareholder returns through increased dividends and a new share repurchase program, despite ongoing macroeconomic challenges.
Positives
- Consolidated net sales increased by 2.3% in 2025, driven by increased selling prices and favorable foreign currency effects.
- Gross profit margin improved by 1.3 percentage points to 40.5% due to increased selling prices and productivity gains from transformation initiatives.
- Operating income margin increased by 0.8 percentage points to 20.5%, reflecting strong operational efficiency.
- Net interest expense decreased by 21.7% in 2025 due to lower debt levels and lower interest rates.
- Net income from continuing operations increased to $649.5 million in 2025.
- Diluted EPS increased to $3.96 in 2025, demonstrating improved profitability per share.
- Free cash flow from continuing operations grew to $748.4 million, indicating strong cash generation.
- The Pool segment showed robust growth with an 8.5% increase in net sales and a 10.6% increase in segment income, benefiting from higher demand and the G & F Manufacturing acquisition.
- The Flow segment achieved a 2.6% increase in net sales and a 13.8% increase in segment income, supported by the Hydra-Stop acquisition and increased selling prices.
- The company increased its regular quarterly cash dividend by 8% to $0.27 per share, marking its 50th consecutive year of dividend increases.
- A new $1.0 billion share repurchase program was authorized, signaling confidence in future cash flow and commitment to shareholder returns.
- Management believes its internal control over financial reporting was effective as of December 31, 2025.
Negatives
- The Water Solutions segment experienced a 6.1% decrease in net sales in 2025, primarily due to decreased sales volume and business exits.
- Overall backlog of orders decreased by 7.1% to $567.5 million as of December 31, 2025, mainly driven by timing of delivery of orders in the Pool segment's advance sale programs.
- Selling, general and administrative (SG&A) expense as a percentage of net sales increased by 0.4 percentage points, partly due to a $30.9 million impairment charge on a customer relationship intangible asset and an $11.6 million increase in legal accrual adjustments and settlements.
- Inflationary cost increases, including higher tariffs and certain raw materials, partially offset gross profit and segment income improvements across all segments.
- The effective tax rate increased by 1.1 percentage points to 14.1% in 2025, primarily due to a decrease in favorable unrecognized tax benefits.
Risks
- General global economic and business conditions, including recessions, inflation, and geopolitical instability, could negatively affect demand for products and financial performance.
- High competition in attractive markets may pressure profit margins and limit market share growth.
- Dependence on the ability to transform and adapt products, services, and organization to meet local market demands and develop/acquire new technologies.
- Challenges in identifying, financing, and integrating suitable acquisitions, which may be unsuccessful or consume significant resources.
- Failure to achieve expected benefits from business initiatives, such as the Transformation Program and 80/20 guiding principles, could adversely affect financial results.
- Continued cost increases and inflation in raw materials, logistics, transportation, energy, insurance, and labor costs, potentially exacerbated by tariffs.
- Interruption of the supply chain due to availability constraints, high demand, or unexpected events could affect production, delivery, and profitability.
- Exposure to political, regulatory, economic, trade, and other risks inherent in operating a multinational business, including changes in government policy and trade restrictions.
- Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage reputation, lead to lost sales, increased costs, and legal risks.
- Intellectual property challenges, including competitors developing similar products or challenging existing rights, could hinder development and marketing efforts.
- Risk of future impairment charges for significant goodwill and intangible assets.
- Loss of, or material cancellation, reduction, or delay in purchases by, one or more of the largest customers (one customer represented 18% of consolidated net sales in 2025) could harm the business.
- Catastrophic events (natural disasters, power outages, terrorism, military conflicts, cybersecurity incidents) could disrupt operations and negatively impact financial results.
- Seasonality of sales and adverse weather conditions (e.g., cold, wet weather, droughts, heavy flooding) could negatively impact demand and sales.
- Volatility in currency exchange rates and failure to effectively hedge exposure could materially affect financial condition and results.
- Labor force matters, including collective bargaining agreements and increased labor costs, could adversely affect the business.
- Complications with the design or implementation of the updated enterprise resource planning (ERP) system could adversely impact business operations and internal controls.
- Increased leverage may harm the business, financial condition, and results of operations.
- Covenants in debt instruments may restrict business operations and the ability to incur additional debt.
- Potential for credit rating downgrades or increased interest rates, affecting access to capital and profitability.
- Disruptions in financial markets could increase funding costs or reduce credit availability for the company, its customers, and suppliers.
- Violations of anti-corruption laws (FCPA, U.K. Bribery Act) could result in sanctions, reputational damage, and financial penalties.
- Failure to satisfy international trade compliance regulations and changes in U.S. government and other applicable sanctions could have a material adverse effect.
- Exposure to environmental, health, and safety laws, liabilities, and litigation, including remediation costs and permit compliance.
- Subsidiaries are party to approximately 795 asbestos-related litigation claims, primarily from discontinued operations, with potential for uninsured losses.
- Failure to comply with a broad range of evolving standards, laws, and regulations (e.g., product efficiency, PFAS, climate change, data privacy) could result in substantial costs and liabilities.
- Increased cybersecurity threats and computer crime pose risks to systems, networks, products, and services, leading to potential regulatory, financial, and reputational damage.
- Challenges with properly managing the use of artificial intelligence in business and products could result in reputational harm, competitive harm, and legal liability.
- Exposure to litigation and other claims, including product liability, commercial disputes, and consumer protection matters, could have a material adverse effect.
- Changes in U.S., U.K., Ireland, or other jurisdictions' tax laws and treaties, including Pillar Two, could negatively impact the effective corporate tax rate.
- A change in tax residency could trigger U.K. exit charges or additional taxes in other jurisdictions.
- Irish law differs from U.S. law, potentially affording less protection to holders of securities and impacting the ability to issue ordinary shares.
- Transfers of ordinary shares held directly may be subject to Irish stamp duty.
- Ordinary shares received by gift or inheritance could be subject to Irish capital acquisitions tax.
- The company's share price may fluctuate significantly due to various internal and external factors.
Future Outlook
Pentair expects to continue executing its Transformation Program initiatives in 2026 and beyond to drive margin expansion and will incur associated transformation costs. The company anticipates supply chain pressures and inflationary cost increases, particularly from potential tariffs and global manufacturing, to persist into 2026. The Organization for Economic Co-operation and Development Pillar Two Model Rules for a global 15.0% minimum tax are also expected to continue impacting the effective tax rate. Pentair plans to invest in research and development, sales, and marketing to pursue specific product and geographic market opportunities. The company's 2026 operating objectives focus on delivering profitable revenue growth and productivity, maintaining an investment-grade rating, reducing long-term debt, returning cash to shareholders through dividends and share repurchases, and accelerating performance through strategically aligned mergers and acquisitions, while fostering a high-performance growth culture.
Management Comments
- "At Pentair, we help the world sustainably move, improve and enjoy water, lifes most essential resource."
- "Our vision is to be the worlds most valued sustainable water solutions company for our employees, customers and shareholders."
- "We believe our success depends on our ability to attract, develop and retain strong employees."
- "We believe a deep-rooted culture energizes our employees to make a difference within and beyond the workplace."
- "We strive to be the destination for top talent, and work hard to develop and retain high performers throughout their career."
- "We believe our Win Right values, positive culture and commitment to inclusion and belonging foster innovation and curiosity, which, in turn, can contribute to us being an industry leader."
- "We are committed to providing a safe workplace for all of our employees."
- "We encourage employees to stop work anytime there is a potential concern regarding worker safety and promote an open-door policy so that all of our employees feel free to speak to their manager if there are any potential health, safety, compliance or sustainability concerns."
- "As a leading provider of smart, sustainable water solutions and with a foundation of Win Right values, we recognize that the work we do and the products we provide help to improve lives and the environment around the world."
- "We are focused on building on our Win Right values and culture by contributing to the development of a sustainable and responsible society, which we believe will also drive our future growth."
- "We have established formal sustainability programs to further advance environmental sustainability."
- "We are dedicated to further integrating our sustainability strategy throughout our business by creating accountability for targets and shared commitments."
- "Our management and Board of Directors (the Board) recognize the importance of maintaining the security and resiliency of our cybersecurity environment to deliver on the expectations of our customers, dealers, business partners, employees and investors."
Industry Context
StockSavvy.ai notes that Pentair's focus on sustainable water solutions aligns with growing global demand for efficient water management and treatment technologies, driven by climate change concerns and increasing regulatory scrutiny. The company's strategic acquisitions, like Hydra-Stop, enhance its position in specialized infrastructure solutions, while the reorganization of its Flow and Water Solutions segments aims to streamline operations and improve customer experience, a common trend among diversified industrial companies seeking to optimize their market approach. The continued inflationary pressures and supply chain challenges reflect broader macroeconomic headwinds impacting the manufacturing sector, necessitating ongoing pricing adjustments and productivity initiatives across the industry.
Comparison to Industry Standards
- Pentair's 8% dividend increase, marking its 50th consecutive year of increases, positions it as a strong dividend growth company, comparable to other industrial stalwarts known for consistent shareholder returns.
- The company's gross profit margin of 40.5% and operating income margin of 20.5% in 2025 demonstrate strong profitability, which is competitive within the specialized water and fluid management industry, often exceeding margins of more commoditized industrial manufacturing peers.
- The acquisition of Hydra-Stop for $292.1 million and G & F Manufacturing for $116.0 million indicates a strategy of inorganic growth to bolster core segments, a common practice among industry leaders like Xylem Inc. or Evoqua Water Technologies Corp. to expand product portfolios and market reach.
- The decrease in backlog, particularly in the Pool segment, could indicate a normalization of demand or increased competition compared to the elevated levels seen during the pandemic-driven home improvement boom, which other pool equipment manufacturers like Hayward Holdings, Inc. or Fluidra S.A. may also be experiencing.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Vice President, General Counsel and Secretary | NA | Lance T. Bonner | August 11, 2025 | Appointment to the role. |
| Executive Vice President and Chief Financial Officer | Robert P. Fishman | NA | March 1, 2026 | Elected to resign. |
| Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer | Stephen J. Pilla | NA | March 1, 2026 | Elected to resign. |
| Executive Vice President and Chief Technology Officer | Philip M. Rolchigo | NA | March 1, 2026 | Elected to resign. |
| Executive Vice President, CIO/CISO | CIO/CISO (reporting to CFO) | CIO/CISO (reporting to CEO) | March 1, 2026 | Change in reporting structure and title, indicating increased responsibility. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Share Issuance Authorization | Shareholder approval obtained at the 2025 annual general meeting to authorize the board of directors to issue up to a maximum of 20% of issued ordinary share capital (32,993,935 shares). | March 7, 2025 | Provides flexibility for future equity financing or M&A activities without immediate shareholder approval for each issuance, subject to the 20% limit and 18-month expiry. |
| Preemption Rights Opt-Out | Shareholder approval obtained at the 2025 annual general meeting to authorize Pentair to opt out of preemption rights with respect to the allotment of equity securities up to a maximum of 20% of issued ordinary share capital (32,993,935 shares). | March 7, 2025 | Allows the company to issue new shares for cash to new shareholders without first offering them pro rata to existing shareholders, facilitating capital raises or strategic investments, subject to the 20% limit and 18-month expiry. |
| Share Repurchase Authorization | Board of Directors authorized a new $1.0 billion share repurchase program (2025 Authorization), supplementing the expired 2020 Authorization. | December 2025 | Demonstrates commitment to returning capital to shareholders and potentially enhancing shareholder value by reducing the number of outstanding shares, expiring December 31, 2028. |
| Dividend Policy | Board of Directors approved an 8% increase in the regular quarterly cash dividend to $0.27 per share, marking the 50th consecutive year of dividend increases. | December 15, 2025 (approved), February 6, 2026 (paid) | Reinforces the company's commitment to consistent shareholder returns and signals financial stability and confidence in future earnings. |
| Cybersecurity Governance Structure | Effective March 1, 2026, the CIO/CISO will assume the role of Executive Vice President, CIO/CISO, reporting directly to the Chief Executive Officer. | March 1, 2026 | Elevates the importance and direct oversight of cybersecurity risk management within the executive leadership, potentially leading to more integrated and responsive cybersecurity strategies. |
Legal Proceedings
- The company is subject to various product liability lawsuits and personal injury claims, a substantial number of which are insured and accrued for by Penwald, its captive insurance subsidiary.
- The company has been named as a defendant, target, or potentially responsible party (PRP) in environmental clean-ups related to current or former business units.
- As of December 31, 2025, approximately 795 asbestos-related claims were pending against the company's subsidiaries, substantially all relating to discontinued operations.
- While most asbestos claims are covered by liability insurance, not all are, and the uninsured portion of the asbestos docket may increase over time, potentially requiring greater reserves.
Related Party Transactions
- The company indemnifies Tyco International Ltd., Pentair Ltd.'s former parent company, for losses suffered as a result of guarantees related to the spin-off of the flow control business, where releases from these guarantees could not be obtained.
Stakeholder Impact
- **Shareholders**: Positive impact from increased dividends (8% hike, 50th consecutive year), new $1.0 billion share repurchase authorization, and strong financial performance (net sales, gross profit, EPS, free cash flow growth). Potential for dilution from future equity issuances (up to 20% of capital authorized).
- **Employees**: Impacted by ongoing Transformation Program initiatives, including headcount reductions (approximately 325 employees in 2025). Benefits from focus on culture, inclusion, development, health, safety, and competitive compensation. Management changes at the executive level, including resignations and a promotion for the CIO/CISO.
- **Customers**: Benefits from continued investment in new products, digital innovation, and sustainability solutions. Potential for improved customer experience and operational efficiencies from segment reorganization. May face price increases due to inflationary costs.
- **Suppliers**: Continued engagement with suppliers to mitigate supply chain pressures and inflationary costs. Potential for changes in supplier relationships as part of the Transformation Program and 80/20 principles.
- **Creditors**: Positive impact from commitment to maintaining an investment-grade rating and focus on reducing long-term debt. Debt covenants remain in place, limiting certain financial ratios.
Next Steps
- Continue executing Transformation Program initiatives to drive margin expansion and operational excellence in 2026 and beyond.
- Focus on capital allocation by maintaining an investment-grade rating, reducing long-term debt, returning cash to shareholders, and accelerating performance with strategically aligned mergers and acquisitions.
- Accelerate investments in digital, innovation, technology, and sustainability initiatives.
- Build a high-performance growth culture and deliver on commitments while living Win Right values.
- Monitor and adapt to ongoing supply chain pressures and inflationary cost increases in 2026.
- Evaluate the impact of the U.S. Supreme Court decision on tariffs and potential replacement tariffs.
- Continue to evaluate enacted legislative changes and new guidance related to the Organization for Economic Co-operation and Development Pillar Two Model Rules.
- Implement the reorganized Flow and Water Solutions reportable segments effective January 1, 2026.
- Hold the annual general meeting of shareholders on May 5, 2026.
- The CIO/CISO will assume the role of Executive Vice President, CIO/CISO, reporting directly to the Chief Executive Officer, effective March 1, 2026.
Key Dates
| Date | Description |
|---|---|
| December 31, 2020 | Base period for cumulative total shareholder return graph. |
| January 1, 2021 | Effective date of Amendment to Key Executive Employment and Severance Agreement for John L. Stauch, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti and Stephen J. Pilla. |
| January 1, 2021 | Effective date of Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated. |
| March 24, 2022 | Date of Loan Agreement among Pentair plc, Pentair Finance S. r.l., and lenders and agents. |
| June 30, 2022 | Date of Amendment No. 1 to Loan Agreement. |
| July 8, 2022 | Date of Eighth Supplemental Indenture. |
| April 1, 2023 | Effective date of U.K. Finance Act of 2021 increasing statutory tax rate from 19.0% to 25.0%. |
| July 28, 2023 | Start date for required quarterly installment payments of $6.3 million under the Term Loan Facility. |
| November 30, 2023 | Effective date of Amendment to Key Executive Employment and Severance Agreement for John L. Stauch, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti, Stephen J. Pilla, Adrian C. Chiu, Tanya L. Hooper and DeMon L. Wiggins. |
| October 2, 2024 | Change in tax-free threshold for Irish Capital Acquisitions Tax (CAT) for children receiving gifts/inheritances from parents to 400,000. |
| December 2024 | Completion of the acquisition of G & F Manufacturing, LLC for $116.0 million in cash. |
| December 2024 | Maturity of a cross currency swap agreement accounted for as a cash flow hedge. |
| December 31, 2024 | End of fiscal year. |
| May 5, 2025 | Date of Second Amended and Restated Credit Agreement for the $900.0 million Senior Credit Facility. |
| May 12, 2025 | Robert P. Fishman became Executive Vice President and Chief Financial Officer. |
| June 30, 2025 | Aggregate market value of voting and non-voting common equity held by non-affiliates was $16,631,780,229. |
| July 4, 2025 | U.S. enacted H.R.1 One Big Beautiful Bill Act. |
| August 11, 2025 | Lance T. Bonner became Executive Vice President, General Counsel and Secretary. |
| September 17, 2025 | Completion of the acquisition of Hydra-Stop, LLC for $292.1 million in cash. |
| October 2025 | Entered into a new cross currency swap agreement with a notional amount of 212 million, designated as a cash flow hedge. |
| December 2025 | Maturity of 150 million of cross currency swap agreements. |
| December 15, 2025 | Board of Directors approved a regular quarterly cash dividend of $0.27 per share. |
| December 2025 | Board of Directors authorized the repurchase of ordinary shares up to a maximum dollar limit of $1.0 billion (2025 Authorization). |
| December 31, 2025 | End of fiscal year. Number of shares outstanding was 163,235,706. 2020 Authorization for share repurchases expired. |
| January 1, 2026 | Effective date of reorganization of Flow and Water Solutions reportable segments. |
| January 23, 2026 | Record date for the $0.27 per share dividend. |
| February 6, 2026 | Payment date for the $0.27 per share dividend. |
| February 20, 2026 | U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Powers Act. |
| February 24, 2026 | Date of filing of the Annual Report on Form 10-K. |
| March 1, 2026 | Effective date for Robert P. Fishman (EVP & CFO) and Stephen J. Pilla (EVP, Chief Supply Chain Officer & Chief Transformation Officer) to resign. CIO/CISO to assume role of Executive Vice President, CIO/CISO, reporting directly to CEO. |
| May 5, 2026 | Annual general meeting of shareholders. |
| November 6, 2026 | Expiration of shareholder approval for board to issue up to 20% of issued ordinary share capital and opt out of preemption rights. |
| July 28, 2027 | Maturity date of the Term Loan Facility. |
| December 31, 2027 | Expected adoption date for ASU No. 2024-03, Disaggregation Income Statement Expenses. |
| December 31, 2028 | Expiration of the $1.0 billion 2025 Authorization for share repurchases. |
| May 5, 2030 | Maturity date of the $900.0 million Senior Credit Facility. |
| 2035 | Year the healthcare cost trend rate is assumed to reach the ultimate trend rate of 4.5%. |
Recommendation
buyPentair's 2025 performance demonstrates strong financial health, marked by solid revenue growth, significant margin expansion, and robust free cash flow generation. The 8% dividend increase, representing the 50th consecutive year of increases, underscores a consistent commitment to shareholder returns and financial stability. The new $1.0 billion share repurchase authorization further signals management's confidence in the company's valuation and future prospects. While the Water Solutions segment experienced a sales decline and overall backlog decreased, the strong performance in Flow and Pool segments, coupled with ongoing strategic initiatives like the Transformation Program and acquisitions, positions Pentair for continued profitable growth. The company's focus on sustainable water solutions aligns with long-term market trends. For a seasoned investor, these factors suggest a compelling 'buy' opportunity, particularly given the consistent shareholder value creation and strategic positioning in essential markets.
Keywords
Water Solutions, Pool Equipment, Flow Technologies, SEC Filing, 10-K, Financial Performance, Dividend Increase, Share Repurchase, Acquisition, Hydra-Stop, G & F Manufacturing, Transformation Program, Sustainability, Corporate Governance, Risk Factors, Cybersecurity, Inflation, Supply Chain, Irish Company, NYSE: PNR
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