PENTAIR plc 8-K

What Happened

• Pentair plc filed an 8-K on July 14, 2026 announcing a press release with preliminary results for the second quarter of 2026 (Exhibit 99.1).
• The filing discloses use of several non‑GAAP measures (adjusted operating income, adjusted return on sales, adjusted net income from continuing operations, adjusted diluted EPS from continuing operations and EBITDA) and provides reconciliations to GAAP numbers.
• On July 10, 2026, Nicholas J. Brazis resigned as Executive Vice President and Chief Financial Officer to pursue another opportunity. On July 14, 2026 the Board named Robert P. Fishman (age 63) Interim Executive Vice President and Chief Financial Officer, effective immediately.

Key Details

• The press release is preliminary Q2 2026 results (attached as Exhibit 99.1); the filing explains 2026 and 2025 adjusted measures and the specific adjustments excluded (e.g., intangible amortization, restructuring/transformation costs, certain legal items, impairments, deal costs, pension mark-to-market items and tax items).
• Pentair defines EBITDA for disclosure as adjusted operating income plus depreciation (not a GAAP measure).
• Interim CFO Robert P. Fishman’s compensation: $125,000 monthly base salary and a $1,000,000 restricted stock unit (RSU) grant that vests one year after grant date regardless of employment status.
• Severance payments Fishman had been entitled to under the Pentair Executive Officer Severance Plan are suspended while he serves as Interim CFO and will resume once he is no longer Interim CFO.

Why It Matters

• The company’s preliminary Q2 results and the non‑GAAP reconciliations are material for investors tracking Pentair’s quarterly performance and underlying operating trends; adjusted metrics are also used in Pentair’s executive compensation.
• A CFO transition to an experienced former Pentair CFO (Fishman) reduces continuity risk, but investors should note the RSU grant and pay terms (which may affect future compensation expense and share issuance) and the temporary suspension of previously arranged severance.