What the changes say
- Pentair added new risk disclosures regarding internal and product-related artificial intelligence usage as well as product quality and delivery standards.
- Goodwill and intangible assets increased to $4,611.4 million as of December 31, 2025.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business
Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our results
Failure to maintain product quality, safety standards, or on-time delivery could lead to recalls, customer loss, and legal liabilities.
- NewRisks Relating to Legal, Regulatory and Compliance Matters
We may use artificial intelligence in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations
Incorporating artificial intelligence into products and operations exposes us to competitive disadvantage, regulatory hurdles, and execution risks.
- NewRisks Relating to Legal, Regulatory and Compliance Matters
The use by our employees of artificial intelligence tools or technology can adversely impact our business by posing risks to our confidential or proprietary information and could give rise to legal actions or reputational damage, or otherwise adversely affect our business
Employee use of artificial intelligence tools could expose proprietary information, violate third-party intellectual property, or cause operational errors.
Reworded
- 48% rewrittenRisks Relating to Our Business
Changes in U.S. or foreign government administrative policy, including the imposition of, or increases in, tariffs and changes to existing trade agreements, could have a material adverse effect on us
Tariff risks were updated to specifically name steel, aluminum, copper, and the European Union alongside existing mentions of Mexico and China.
- 42% rewrittenRisks Relating to Our Business
We have significant goodwill and intangible assets and future impairment of our goodwill and intangible assets could have a material adverse effect on our results of operations
Goodwill and intangible assets increased from $4,320.4 million as of December 31, 2024, to $4,611.4 million as of December 31, 2025.
- 35% rewrittenRisks Relating to Our Business
We may not achieve some or all of the expected benefits of our business initiatives
Restructuring and Transformation Program execution references were updated from the 2024 and 2023 periods to focus solely on the year 2025.
- 32% rewrittenRisks Relating to Our Business
We may experience cost increases and other inflation
Inflation risk text was updated to state that tariffs have triggered reactionary tariff adjustments by other countries.
- 27% rewrittenRisks Relating to Our Business
Seasonality of sales and weather conditions could have a material adverse effect on our financial results
Seasonality risks now explicitly note that weather patterns like heavy flooding and droughts can impact the Water Solutions and Pool segments.
- 21% rewrittenRisks Relating to Legal, Regulatory and Compliance Matters
Our subsidiaries are party to asbestos-related litigation that could adversely affect our financial condition, results of operations and cash flows
Asbestos litigation phrasing was softened from cases involving the presence of facilities we own to potential cases that could be brought.
All 40 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business
- 01General global economic and business conditions affect demand for our products
- 02We compete in attractive markets with a high level of competition, which may result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products
- 03Our future growth is dependent upon our ability to transform and adapt our products, services, solutions and organization to meet the demands of local markets in both developed and emerging economies and by developing or acquiring new technologies that achieve market acceptance with acceptable margins
- 04We may not be able to identify, finance and complete suitable acquisitions and investments, and any completed acquisitions and investments may be unsuccessful or consume significant resources
- 05We may not achieve some or all of the expected benefits of our business initiatives35% rewritten
- 06We may experience cost increases and other inflation32% rewritten
- 07Interruption of our supply chain could affect our ability to produce or deliver our products and could negatively impact our business and profitability
- 08We are exposed to political, regulatory, economic, trade, and other risks that arise from operating a multinational business
- 09Changes in U.S. or foreign government administrative policy, including the imposition of, or increases in, tariffs and changes to existing trade agreements, could have a material adverse effect on us48% rewritten
- 10Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our resultsNew
- 11Intellectual property challenges may hinder our ability to develop, engineer and market our products
- 12We have significant goodwill and intangible assets and future impairment of our goodwill and intangible assets could have a material adverse effect on our results of operations42% rewritten
- 13A loss of, or material cancellation, reduction, or delay in purchases by, or delivery of products to, one or more of our largest customers could harm our business
- 14Catastrophic and other events beyond our control may disrupt operations at our manufacturing facilities and those of our suppliers, which could cause us to be unable to meet customer demands or increase our costs, or reduce customer spending
- 15Seasonality of sales and weather conditions could have a material adverse effect on our financial results27% rewritten
- 16Volatility in currency exchange rates and failure to effectively hedge our exposure to fluctuations could have a material adverse effect on our financial condition, results of operations and cash flows
- 17Our business may be adversely affected by matters associated with our labor force
- 18Complications with the design or implementation of our updated enterprise resource planning system could adversely impact our business and operations
Risks Relating to Our Debt and Financial Markets
- 19Increased leverage may harm our business, financial condition and results of operations
- 20Covenants in our debt instruments may adversely affect us
- 21We may increase our debt or raise additional capital, our credit ratings may be downgraded in the future, or our interest rates may increase, each of which could affect our financial condition, and may decrease our profitability
- 22Disruptions in the financial markets could adversely affect us, our customers and our suppliers by increasing funding costs or reducing availability of credit
Risks Relating to Legal, Regulatory and Compliance Matters
- 23Our failure to satisfy international trade compliance regulations, and changes in U.S. government and other applicable sanctions, could have a material adverse effect on us
- 24We are exposed to environmental, health and safety laws, liabilities and litigation
- 25Our subsidiaries are party to asbestos-related litigation that could adversely affect our financial condition, results of operations and cash flows21% rewritten
- 26Failure to comply with the broad range of standards, laws and regulations in the jurisdictions in which we operate may result in exposure to substantial disruptions, costs and liabilities
- 27We are exposed to certain regulatory, financial and other risks related to climate change and other sustainability matters
- 28Increased cybersecurity threats and computer crime pose a risk to our systems, networks, products and services, and we are exposed to potential regulatory, financial and reputational risks relating to the protection of our data
- 29Changes in data privacy laws and our ability to comply with them could have a material adverse effect on us
- 30We may use artificial intelligence in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operationsNew
- 31The use by our employees of artificial intelligence tools or technology can adversely impact our business by posing risks to our confidential or proprietary information and could give rise to legal actions or reputational damage, or otherwise adversely affect our businessNew
- 32We may be negatively impacted by litigation and other claims
Risks Relating to Our Jurisdiction of Incorporation in Ireland and Tax Residency in the U.K
- 33We are subject to changes in law and other factors that may not allow us to maintain a worldwide effective corporate tax rate that is competitive in our industry
- 34A change in our tax residency could have a negative effect on our future profitability, and may trigger taxes on dividends or exit charges
- 35In January 2021, we obtained a determination from the tax authorities in Ireland, the Irish Revenue Commissioners, and in the U.K., HM Revenue & Customs, which states that we are resident for tax purposes only in the U.K
- 36Irish law differs from the laws in effect in the United States and may afford less protection to holders of our securities
- 37Irish law differs from the laws in effect in the United States, which may negatively impact our ability to issue ordinary shares
- 38Transfers of our ordinary shares may be subject to Irish stamp duty
- 39Our ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax
- 40Our share price may fluctuate significantly
Other Pentair 10-Ks
- FY2024 10-K risk factors37 risks
Pentair faces material customer concentration with its largest customer representing approximately 15 percent of net sales in 2024. The company carries $4,320.4 million in goodwill and intangible assets representing 67 percent of total assets. Total debt stands at $1,663.1 million as of December 31, 2024.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.