Flowserve (NYSE: FLS) issues $500M 2036 notes to fund Trillium valves deal

Flowserve (NYSE: FLS) issues $500M 2036 notes to fund Trillium valves deal

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What debt offering did Flowserve (FLS) announce in this 8-K?

How does Flowserve (FLS) plan to use the $500 million note proceeds?

What happens to Flowserve’s 5.700% 2036 notes if the Trillium acquisition fails?

When is the closing of Flowserve’s new 5.700% Senior Notes expected?

Under what registration statement are Flowserve’s new notes being offered?

Which banks are underwriting Flowserve’s $500 million 2036 notes?

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(Neutral)

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8-K

Flowserve Corporation is issuing $500 million of 5.700% Senior Notes due 2036 under an underwriting agreement with BofA Securities, J.P. Morgan and Mizuho. The notes are issued under an existing indenture and a new supplemental indenture.

Flowserve plans to use the net proceeds to help fund the purchase price for the Trillium Flow Technologies Valves Division acquisition and any remaining funds for general corporate purposes, which may include repaying debt. If the Trillium acquisition is not completed by the contractual Longstop Date of February 4, 2027 or the purchase agreement is terminated, the company intends to redeem all of the notes at 101% of principal plus accrued interest, using the note proceeds together with its revolving credit facility or cash on hand.

Flowserve issues $500M 2036 notes to fund a valves acquisition, with a make-whole-style 101% redemption if the deal falls through.

Flowserve is accessing the bond market with $500 million of 5.700% Senior Notes due 2036, using an existing indenture framework. The stated intent is to fund the Trillium Flow Technologies Valves Division acquisition and, secondarily, general corporate purposes including potential debt repayment.

A key structural feature is the conditional redemption: if the Trillium transaction is not completed by February 4, 2027 (the Longstop Date) or the purchase agreement is terminated, Flowserve intends to redeem all notes at 101% of principal plus accrued interest. This ties the financing closely to the acquisition outcome and limits long-term overfunding risk if the deal does not close.

The notes are underwritten by major banks that also have other relationships with Flowserve, including participation in the revolving credit facility. Subsequent company disclosures may clarify how this incremental debt sits within overall leverage targets once the Trillium acquisition is consummated or, alternatively, if redemption occurs.

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Senior notes issuance: $500 million aggregate principal amount Coupon rate: 5.700% Maturity year: 2036 +2 more

5 metrics

Senior notes issuance $500 million aggregate principal amount 5.700% Senior Notes due 2036

Coupon rate 5.700% Interest rate on Senior Notes due 2036

Maturity year 2036 Stated maturity of new Senior Notes

Conditional redemption price 101% of aggregate principal amount Redemption if Trillium acquisition not completed or purchase agreement terminated

Longstop Date for Trillium deal February 4, 2027 Deadline in purchase agreement before note redemption intention applies

Underwriting Agreement, Indenture, Prospectus Supplement, Registration Statement on Form S-3, +2 more

6 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Indenture financial

"governed by that certain Indenture, dated as of September 11, 2012, between the Company and U.S. Bank"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Prospectus Supplement regulatory

"described in a Prospectus Supplement dated May 5, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3 regulatory

"offered and sold under a Registration Statement on Form S-3 (Registration No. 333-286219)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Revolving Facility financial

"together with borrowings under its revolving credit facility (the “Revolving Facility”)"

A revolving facility is a bank loan that works like a company credit card: the borrower can draw funds, repay them, and draw again up to a set limit during the agreement period. It matters to investors because it provides short-term cash flexibility for operations, investments, or emergencies, and the cost or availability of that credit can affect a company’s liquidity, interest expenses, and financial stability.

Longstop Date financial

"on or prior to February 4, 2027, or such later date as the parties ... as the “Longstop Date”"

Understanding 8-K Material Events →

05/06/2026 - 04:30 PM

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): May 5, 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 1.01.

Entry into a Material Definitive Agreement.

On May 5, 2026, Flowserve Corporation, a New York corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, relating to the offering and sale of $500 million aggregate principal amount of the Company’s 5.700% Senior Notes due 2036 (the “Notes”).

The terms of the Notes will be governed by that certain Indenture, dated as of September 11, 2012, between the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee (the “Base Indenture”), and a related supplemental indenture, to be dated as of May 12, 2026, setting forth the specific terms applicable to the Notes.

The offering of the Notes is expected to close on May 12, 2026, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. The Company intends to use the net proceeds from the offering of the Notes to fund the purchase price for the acquisition of Trillium Flow Technologies Valves Division (the “Trillium Flow Acquisition”) and any remaining proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness. If (i) the Trillium Flow Acquisition is not consummated on or prior to February 4, 2027, or such later date as the parties to the purchase agreement may agree as the “Longstop Date” thereunder, or (ii) the purchase agreement related thereto is terminated without the Trillium Flow Acquisition being consummated, the Company intends to use the net proceeds from the offering of the Notes, together with borrowings under its revolving credit facility (the “Revolving Facility”) or cash on hand, or a combination thereof, if necessary, to redeem all of the outstanding Notes at a redemption price equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest thereon, if any, to the redemption date.

The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No. 333-286219) and are described in a Prospectus Supplement dated May 5, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

The underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings with the Company or its affiliates. They have received, and may in the future receive, customary fees and commissions for these transactions. In particular, certain of the underwriters or their affiliates are lenders under the Revolving Facility.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated May 5, 2026, among Flowserve Corporation and BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein.

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.

Source: View Original Filing on SEC EDGAR

Flowserve announced an offering of $500 million aggregate principal amount of 5.700% Senior Notes due 2036. The notes are issued under an existing indenture and a new supplemental indenture and are sold through an underwriting agreement with major investment banks.

Flowserve intends to use the net proceeds primarily to fund the purchase price for the Trillium Flow Technologies Valves Division acquisition. Any remaining funds are earmarked for general corporate purposes, which may include repayment of outstanding indebtedness according to the filing.

If the Trillium Flow Technologies Valves Division acquisition is not completed by February 4, 2027 or the purchase agreement is terminated, Flowserve intends to redeem all of the notes at 101% of aggregate principal plus accrued and unpaid interest, using note proceeds, its revolving facility or cash on hand.

The offering of Flowserve’s 5.700% Senior Notes due 2036 is expected to close on May 12, 2026. Closing is subject to the satisfaction of customary conditions contained in the underwriting agreement with BofA Securities, J.P. Morgan Securities and Mizuho Securities.

The 5.700% Senior Notes due 2036 are being offered and sold under Flowserve’s Registration Statement on Form S-3 with Registration No. 333-286219. The securities are further described in a Prospectus Supplement dated May 5, 2026 referenced in the filing.

BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC are acting as representatives of the several underwriters. The filing notes that certain underwriters or affiliates also serve as lenders under Flowserve’s revolving credit facility.

4 documents

Flowserve Corporation

Date: May 6, 2026

/s/ Amy B. Schwetz

Amy B. Schwetz

Senior Vice President, Chief Financial Officer