Flowserve (NYSE: FLS) to acquire Trillium valves division in $490M cash deal

Rhea-AI Filing Summary

Flowserve Corporation has agreed to acquire Trillium Flow Technologies’ Valves Division for $490 million in cash, adding a market-leading portfolio of highly engineered, mission-critical valves used in nuclear and traditional power generation, industrial, and critical infrastructure applications.

The deal is expected to close in mid-2026, funded through a combination of cash on hand and additional debt, and remains subject to customary closing conditions and regulatory approvals. Flowserve also released a press release and investor presentation covering its fourth-quarter and full-year 2025 financial and operating results.

Insights

Industrial M&A analyst

Flowserve’s $490M Trillium valves deal adds scale and debt, with impact depending on integration and market conditions.

Flowserve plans to acquire Trillium Flow Technologies’ Valves Division for $490 million in cash, targeting mission-critical valves for nuclear, power, industrial, and infrastructure uses. This expands its presence in core end markets where reliability and engineering depth are key competitive factors.

The company intends to fund the transaction with cash on hand plus additional debt, which increases financial leverage but preserves flexibility versus an all-cash or equity-funded structure. The closing is expected mid-2026, contingent on customary closing conditions and regulatory approvals.

Future disclosures around integration progress, any restructuring, and post-close financial performance of the acquired business will help clarify how effectively Flowserve captures strategic and financial benefits from this transaction once it is completed.

FLOWSERVE CORP false 0000030625 0000030625 2026-02-04 2026-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2026

FLOWSERVE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York		1-13179		31-0267900
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5215 N. O’Connor Blvd., Suite 700, Irving, Texas				75039
(Address of Principal Executive Offices)				(Zip Code)

(972) 443-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.25 Par Value		FLS		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 5, 2026, Flowserve Corporation, a New York corporation (the “Company”), issued a press release announcing financial results for the fourth quarter and full year ended December 31, 2025. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Fourth Quarter and Full Year 2025 Financial and Operating Results

On February 6, 2026, the Company will make a presentation about its financial and operating results for the fourth quarter and full year ended December 31, 2025, as noted in the press release described in Item 2.02 above. The Company has posted the presentation on its website at http://www.flowserve.com under the “Investors” section.

Acquisition of Trillium Flow Technologies’ Valves Division

On February 4, 2026, the Company entered into a definitive agreement to acquire Trillium Flow Technologies’ Valves Division, a market leading provider of highly engineered mission-critical valves used in nuclear and traditional power generation, industrial, and critical infrastructure applications, for $490 million in cash (the “Transaction”).

Closing of the Transaction is expected to occur mid-year 2026. The Company expects to fund the Transaction through a combination of cash on hand and additional debt. The Transaction is subject to the satisfaction of customary closing conditions and regulatory approvals.

In connection with the Transaction, Goldman Sachs & Co LLC is serving as exclusive financial advisor and Baker McKenzie LLP is serving as legal counsel to the Company.

On February 5, 2026, the Company issued a press release announcing the Transaction, a copy of which is furnished as Exhibit 99.2 hereto.

The information furnished in Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements and Cautionary Statements

This Current Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this Current Report are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict.

These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements included in this Current Report are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.		Description
99.1		Press Release, dated February 5, 2026.
99.2		Press Release, dated February 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				FLOWSERVE CORPORATION
Dated: February 5, 2026				By:		/s/ Amy B. Schwetz
						Amy B. Schwetz
						Senior Vice President, Chief Financial Officer

FAQ

What major transaction did Flowserve (FLS) announce in this 8-K?

Flowserve announced a definitive agreement to acquire Trillium Flow Technologies’ Valves Division for $490 million in cash. The target supplies highly engineered mission-critical valves used in nuclear, traditional power, industrial, and critical infrastructure applications, broadening Flowserve’s product and end-market exposure.

How will Flowserve (FLS) fund the Trillium Valves Division acquisition?

Flowserve plans to fund the Trillium Valves Division acquisition using a combination of cash on hand and additional debt. This approach blends existing liquidity with new borrowing, allowing the company to complete the $490 million cash transaction while managing its capital structure.

When is Flowserve’s (FLS) acquisition of Trillium’s Valves Division expected to close?

The acquisition of Trillium’s Valves Division by Flowserve is expected to close in mid-year 2026. Completion depends on customary closing conditions and regulatory approvals, meaning timing and certainty are influenced by approval processes and standard transaction requirements.

What financial information did Flowserve (FLS) release alongside this transaction news?

Flowserve issued a press release with fourth quarter and full-year 2025 results and posted an investor presentation on its website. These materials discuss the company’s recent financial and operating performance, complementing the separate announcement of the Trillium Valves Division acquisition.

Where can investors find Flowserve’s (FLS) detailed results and acquisition presentation?

Investors can access Flowserve’s detailed financial and operating results presentation on its website at www.flowserve.com under the “Investors” section. The company also furnished related press releases as Exhibits 99.1 and 99.2 in the referenced report.

What regulatory and closing conditions apply to Flowserve’s (FLS) Trillium acquisition?

Flowserve’s acquisition of Trillium’s Valves Division is subject to customary closing conditions and regulatory approvals. These typically include antitrust or industry-specific reviews and satisfaction of agreed transaction conditions before the anticipated mid-2026 closing.