Flowserve (NYSE: FLS) grants performance rights and RSUs to CAO

Rhea-AI Filing Summary

Flowserve Corporation granted equity-based awards to its Chief Accounting Officer, Scott K. Vopni. On February 12, 2026, he acquired 1,260 performance rights and 2,941 restricted stock units, each at a price of $0 per unit, as part of long-term incentive compensation.

The performance rights cover a three-year performance cycle from January 1, 2026 through December 31, 2028, with payout between 0% and 200% based on return on invested capital and average annual earnings per share growth, and a 15% modifier tied to relative total shareholder return versus the S&P 500 Industrial Index. These may be settled in cash or common stock. The restricted stock units vest in three equal annual installments on each anniversary of March 1, 2026 and deliver one share of common stock plus accrued dividends per unit at settlement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VOPNI SCOTT K

(Last) (First) (Middle)

4708 CROOKED LANE

(Street)

DALLAS TX 75229

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOWSERVE CORP [ FLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Rights	(1)	02/12/2026		A		1,260		(1)	(1)	Common Stock	1,260	$0	5,105	D
Restricted Stock Units	(2)	02/12/2026		A		2,941		(2)	(2)	Common Stock	2,941	$0	18,230	D

Explanation of Responses:

1. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% and are based on two factors during a three-year performance cycle beginning on January 1, 2026 and ending on December 31, 2028 which are: 1) the issuer's return on invested capital ("ROIC") measured against the issuer's target ROIC for each calendar year during the performance period; and 2) the issuer's average annual earnings per share growth over each calendar year during the performance period. The performance rights are also subject to a 15% payout modifier (positive or negative) based on the issuer's relative total shareholder return ("TSR") in comparison to the TSR of companies that comprise the S&P 500 Industrial Index for the entire performance period, as of January 1, 2026. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock (plus dividends accrued on the underlying shares) and are granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares vest ratably over a three-year period on each annual anniversary of March 1, 2026.

Remarks:

	/s/ Shakeeb Mir	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Flowserve (FLS) grant to its Chief Accounting Officer?

Flowserve granted its Chief Accounting Officer 1,260 performance rights and 2,941 restricted stock units at $0 per unit. These awards are part of the company’s long-term incentive compensation plan and can convert into shares of common stock if vesting conditions are met.

How do the Flowserve (FLS) performance rights granted on February 12, 2026 vest?

The 1,260 performance rights vest over a three-year cycle from January 1, 2026 to December 31, 2028. Payout ranges from 0% to 200% based on return on invested capital, earnings per share growth, and a 15% modifier tied to relative total shareholder return.

What are the vesting terms for the Flowserve (FLS) restricted stock units?

The 2,941 restricted stock units vest ratably over three years, on each annual anniversary of March 1, 2026. Each unit delivers one share of common stock plus accrued dividends at settlement, aligning the officer’s compensation with long-term shareholder value.

Can the Flowserve (FLS) performance rights be settled in cash instead of shares?

Yes, the performance rights may be settled at Flowserve’s discretion in either cash or shares of common stock. This flexibility allows the company to manage dilution while still delivering performance-based compensation tied to ROIC, earnings growth, and relative shareholder returns.

How is relative total shareholder return used in Flowserve (FLS) performance rights?

Relative total shareholder return versus the S&P 500 Industrial Index applies a 15% positive or negative modifier to the performance rights payout. It is measured over the full performance period starting January 1, 2026, adding a market-relative component to the award’s final value.

What is the role of ROIC and EPS growth in Flowserve (FLS) performance awards?

Return on invested capital versus targets and average annual earnings per share growth drive the 0% to 200% vesting outcome for performance rights. These metrics encourage efficient capital use and profit growth across each calendar year in the 2026–2028 performance period.