Flowserve (NYSE: FLS) CEO reports major equity grants and vesting

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Flowserve Corporation’s President and CEO Robert Scott Rowe reported multiple equity compensation transactions. On February 12, 2026, he received grants of 57,034 performance rights and 38,022 restricted stock units, each representing a contingent right to one share of common stock at vesting.

The new performance rights for the 2026–2028 cycle vest between 0% and 200% based on return on invested capital and average annual earnings-per-share growth, with a 15% total shareholder return modifier versus the S&P 500 Industrial Index. The restricted stock units vest ratably over three years starting March 1, 2026.

On February 13, 2026, 184,264 performance rights from a 2023–2025 cycle were exercised into common stock, increasing Rowe’s directly held common stock by 194,460 shares at a stated price of $0. In a related tax-withholding transaction, 76,522 shares were disposed of at $87.02 per share, leaving him with 464,652 directly owned common shares.

Insider Trade Summary

184,264 shares exercised/converted

Mixed 5 txns

Insider Rowe Robert Scott

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Performance Rights	184,264	$0.00	--
Grant/Award	Common Stock	194,460	$0.00	--
Tax Withholding	Common Stock	76,522	$87.02	$6.66M
Grant/Award	Performance Rights	57,034	$0.00	--
Grant/Award	Restricted Stock Units	38,022	$0.00	--

Holdings After Transaction: Performance Rights — 127,932 shares (Direct); Common Stock — 541,174 shares (Direct); Restricted Stock Units — 216,976 shares (Direct)

Footnotes (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. 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. 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 based equally on: 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 adjusted net income for each calendar year during the performance period. The performance rights are also subject to 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.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 04:37 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Rowe Robert Scott

(Last)

(First)

(Middle)

5215 N. O'CONNOR BLVD.

SUITE 700

(Street)

IRVING

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		A		194,460	A	$0	541,174	D
Common Stock	02/13/2026		F		76,522	D	$87.02	464,652	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	⁽¹⁾	02/12/2026		A		57,034		⁽¹⁾	⁽¹⁾	Common Stock	57,034	$0	312,196	D
Restricted Stock Units	⁽²⁾	02/12/2026		A		38,022		⁽²⁾	⁽²⁾	Common Stock	38,022	$0	216,976	D
Performance Rights	⁽³⁾	02/13/2026		M			184,264	⁽³⁾	⁽³⁾	Common Stock	184,264	$0	127,932	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 based equally on: 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 adjusted net income for each calendar year during the performance period. The performance rights are also subject to 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Flowserve (FLS) CEO Robert Scott Rowe report?

Robert Scott Rowe reported new equity awards and related settlements. He received 57,034 performance rights and 38,022 restricted stock units, then exercised 184,264 performance rights into common stock, with 76,522 shares withheld at $87.02 for tax obligations.

How many Flowserve (FLS) shares does the CEO own after these Form 4 transactions?

After the reported transactions, Robert Scott Rowe directly owns 464,652 Flowserve common shares. This reflects the net result of a 194,460-share stock issuance from performance right vesting and 76,522 shares disposed of to cover tax liabilities at $87.02 per share.

What new performance rights were granted to the Flowserve (FLS) CEO in 2026?

Rowe received 57,034 performance rights tied to a three-year performance cycle from January 1, 2026 to December 31, 2028. Vesting can range from 0% to 200%, based on return on invested capital, earnings-per-share growth, and a 15% total shareholder return modifier versus S&P 500 Industrials.

What restricted stock units did Flowserve (FLS) grant its CEO on this Form 4?

Flowserve granted Robert Scott Rowe 38,022 restricted stock units under its long-term incentive plan. Each unit converts into one common share at settlement, vesting ratably over three years on each annual anniversary of March 1, 2026, subject to continued service conditions.

How are Flowserve (FLS) CEO performance rights from 2023–2025 structured?

The exercised 2023–2025 performance rights vest between 0% and 200% based on return on invested capital and free cash flow as a percentage of adjusted net income. They also include a 15% modifier tied to relative total shareholder return versus S&P 500 Industrial Index companies.

Were Flowserve (FLS) CEO shares sold on the open market in this Form 4?

The Form 4 shows a disposition of 76,522 common shares coded “F” at $87.02 per share. This code indicates shares were withheld or delivered to satisfy exercise price or tax liabilities, not an open-market sale initiated for discretionary portfolio reasons.