Form 4: Hudson Susan Claire reports multiple insider transactions in FLS

Rhea-AI Filing Summary

Hudson Susan Claire reported multiple insider transaction types in a Form 4 filing for FLS. The filing lists transactions totaling 64,369 shares at a weighted average price of $87.02 per share. Following the reported transactions, holdings were 13,853 shares.

Insights

Equity compensation analyst

Routine equity awards and tax-withholding trades reported for Flowserve’s CLO.

Flowserve’s Chief Legal Officer received new grants of 7,287 performance rights and 7,287 restricted stock units, both with three-year performance or service vesting. These instruments align compensation with metrics like ROIC, earnings per share growth, free cash flow, and relative total shareholder return.

A separate transaction on February 13, 2026 shows 21,242 common shares acquired at $0, likely from vesting or conversion, and 8,425 shares disposed under code F to cover tax obligations at $87.02 per share. Such tax-withholding dispositions are non-open-market and generally viewed as administrative rather than directional trades.

Following these entries, the officer directly holds 19,406 common shares, plus sizeable performance rights and RSU balances. These filings primarily clarify the structure and scale of management’s incentive alignment; they do not, by themselves, signal a change in corporate outlook.

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

OMB APPROVAL

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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^*

Hudson Susan Claire

(Last) (First) (Middle)

5215 N. O'CONNOR BLVD.

SUITE 700

(Street)

IRVING TX 75039

(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 Legal 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
Common Stock	02/13/2026		A		21,242	A	$0	27,831	D
Common Stock	02/13/2026		F		8,425	D	$87.02	19,406	D

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		7,287		(1)	(1)	Common Stock	7,287	$0	33,981	D
Restricted Stock Units	(2)	02/12/2026		A		7,287		(2)	(2)	Common Stock	7,287	$0	23,315	D
Performance Rights	(3)	02/13/2026		M			20,128	(3)	(3)	Common Stock	20,128	$0	13,853	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 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.

3. 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, 2023 and ending on December 31, 2025 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 free cash flow ("FCF") as a percentage of net income for 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. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

Remarks:

	/s/ Shakeeb U. Mir, attorney-in-fact	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Flowserve (FLS) report for its Chief Legal Officer?

Flowserve reported that its Chief Legal Officer Susan Claire Hudson received new grants of 7,287 performance rights and 7,287 restricted stock units, and on February 13, 2026 acquired 21,242 common shares and disposed of 8,425 shares in a tax-withholding transaction at $87.02 per share.

How many Flowserve (FLS) shares does the Chief Legal Officer hold after these Form 4 transactions?

After the reported transactions, Susan Claire Hudson directly holds 19,406 shares of Flowserve common stock, along with 33,981 performance rights, 23,315 restricted stock units, and 13,853 additional performance rights tied to a prior three-year performance cycle with specified financial and shareholder return metrics.

What are the terms of the new Flowserve (FLS) performance rights granted to the Chief Legal Officer?

Each new performance right can convert into one Flowserve common share at vesting, with payouts ranging from 0% to 200% over a three-year cycle from January 1, 2026 to December 31, 2028, based on ROIC, earnings per share growth, and a TSR-based 15% modifier versus the S&P 500 Industrial Index.

How do the restricted stock units granted to the Flowserve (FLS) Chief Legal Officer vest?

Each restricted stock unit represents the right to receive one Flowserve common share. These RSUs vest ratably over three years, on each annual anniversary of March 1, 2026, pursuant to the company’s long-term incentive compensation plan for employees, assuming continued service through each vesting date.

Was the Flowserve (FLS) insider share disposition an open-market sale?

The 8,425-share disposition at $87.02 per share was coded “F,” indicating shares were withheld to pay exercise price or tax liabilities, not sold in an open-market discretionary trade. This type of transaction is typically administrative and associated with equity award settlements.

What performance metrics determine Flowserve (FLS) performance rights payouts for the Chief Legal Officer?

Performance rights payouts depend on Flowserve’s return on invested capital versus targets, earnings per share growth or free cash flow to net income (depending on grant cycle), plus a 15% positive or negative modifier based on relative total shareholder return versus companies in the S&P 500 Industrial Index.