Form 8-K

8-K — FLOWSERVE CORP

Accession: 0001193125-26-436189

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0000030625

SIC: 3561 (PUMPS & PUMPING EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d121685d8k.htm (Primary)

EX-99.1 (d121685dex991.htm)

GRAPHIC (g121685dsp1.jpg)

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8-K

8-K (Primary)

Filename: d121685d8k.htm · Sequence: 1

8-K

FLOWSERVE CORP false 0000030625 0000030625 2026-10-28 2026-10-28

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): October 28, 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 October 28, 2026, Flowserve Corporation, a New York corporation (the “Company”), issued a press release announcing financial results for the third quarter ended September 30, 2026. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information furnished in Item 2.02 of this Form 8-K and in Exhibit 99.1 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 (the “Securities Act”), or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 7.01

Regulation FD Disclosure.

On October 29, 2026, the Company will make a presentation about its financial and operating results for the third quarter of 2026, 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.

The information furnished in Item 7.01 of this Form 8-K and in Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of 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, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated October 28, 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: October 28, 2026

By:

/s/ Brian Ezzell

Brian Ezzell

Senior Vice President, Chief Financial Officer and

Interim Chief Accounting Officer

EX-99.1

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EX-99.1

EXHIBIT 99.1

Flowserve Corporation Reports Third Quarter 2026 Results

Flowserve Business System Delivers Strong Q3 Performance; Updates 2026 Guidance

DALLAS, October 28, 2026 – Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global

infrastructure markets, reported its financial results for the third quarter ended September 30, 2026.

Highlights:

•

Bookings of $1.38 billion, up 14% on a reported basis and 8% organically versus the prior-year period

•

Record aftermarket bookings of $728 million

•

Operating margin of 12.5% expanded 580 basis points and

adjusted1 operating margin2 of 16.5% expanded 170 basis points compared to the prior-year period

•

Reported EPS of $0.81 and adjusted EPS3 of $1.07

•

Raised the low end of full-year 2026 adjusted EPS3 guidance

to $4.10 to $4.20

•

Revised full-year 2026 organic sales guidance to down 2.5% to down 1.5% reflecting increasingly challenging

conditions in the Middle East

•

Backlog of $3.5 billion, up 20% year over year, the largest backlog in Flowserve’s history

Management Commentary:

“Our teams delivered another quarter of meaningful bookings growth, adjusted operating margin expansion, and higher adjusted earnings per share while

navigating ongoing Middle East disruption,” said Scott Rowe, Flowserve’s President and Chief Executive Officer. “The Flowserve Business System is helping us translate solid market demand into bookings growth and stronger

profitability, with a clear focus on growth, execution, and customer service. The resilience and commitment of our associates around the globe remain instrumental in our ability to deliver for our customers and shareholders.”

“With three quarters behind us, our year-to-date earnings performance

and continued margin expansion support raising the low end of our adjusted EPS guidance range. At the same time, we are lowering our full-year sales growth outlook to reflect more challenging operating conditions in the Middle East, which are

delaying customer activity and revenue conversion and are expected to impact fourth-quarter sales. Significant growth in our backlog, alongside healthy underlying demand across our end markets, reinforces our confidence in delivering mid-single digit organic sales CAGR through 2030, while continued operational progress supports our broader long-term financial targets. We remain focused on converting our growing backlog to sales, further reducing

complexity in our operations, and continuing to deliver margin expansion to create shareholder value.”

Key Figures (unaudited):

(dollars in millions, except per share)

Q3 2026

Q3 2025

Change

YTD 2026

YTD 2025

Change

Organic Bookings

7.7

6.1

Acquisitions/Divestitures Impact

660 bps

270 bps

Foreign Exchange Impact

(20 bps

)

150 bps

Total Bookings

1,383.5

1,213.0

14.1

3,872.5

3,511.2

10.3

Original Equipment Bookings

655.8

559.9

17.1

1,768.6

1,549.0

14.2

Aftermarket Bookings

727.7

653.1

11.4

2,103.9

1,962.2

7.2

Organic Sales4

(1.2

(4.9

Acquisitions/Divestitures Impact

670 bps

260 bps

Foreign Exchange Impact

(10 bps

)

140 bps

Reported Sales

1,237.8

1,174.4

5.4

3,475.2

3,507.1

(0.9

Operating Margin

12.5

6.7

580 bps

12.2

10.2

200 bps

Adjusted Operating Margin

16.5

14.8

170 bps

15.6

14.1

150 bps

Earnings Per Share (EPS)

0.81

1.67

(51.5

2.21

2.85

(22.5

Adjusted Earnings Per Share (EPS)

1.07

0.90

18.9

2.87

2.53

13.4

Cash From Operations

144.1

401.8

257.7

)

230.3

506.1

275.8

)

Backlog

3,471.8

2,896.1

19.9

3,471.8

2,896.1

19.9

2026 Guidance3:

The Company updated 2026 guidance:

Prior

Current

Organic Sales Growth

Approx. (1%)

(2.5%) to (1.5%)

Impact From Acquisitions/Divestitures

Approx. +300 bps

Approx. +350 bps

Impact From Foreign Exchange Translation

Approx. +100 bps

Total Sales Growth

Approx. +3%

+2% to +3%

Adjusted EPS

$4.05 to $4.20

$4.10 to $4.20

Net Interest Expense

Approx. $85 million

Adjusted Tax Rate

21% to 22%

Capital Expenditures

Approx. $100 million

Approx. $90 million

The guidance assumes tariff rates in place as of October 1, 2026, and assumes increasingly challenging

conditions in the Middle East, which have been impacted by armed conflict and geopolitical instability.

Webcast and Conference Call

Instructions:

Flowserve will host its conference call to discuss third quarter results on Thursday, October 29, 2026, at 8:30

a.m. Eastern Time. The call can be accessed by shareholders and other interested parties on Flowserve’s Investor Relations website.

Upcoming Investor Conferences:

Flowserve

announced its participation in the following upcoming investor conferences:

•

On Wednesday, November 11, 2026, Scott Rowe and Brian Ezzell, Senior Vice President and Chief Financial

Officer, will participate in investor meetings at the Baird Global Industrial Conference. Additionally, Scott Rowe will participate in a fireside chat that will begin at 1:10 p.m. Central Time (2:10 p.m. Eastern Time).

•

On Wednesday, December 2, 2026, Brian Ezzell will participate in investor meetings as well as a fireside

chat at the Goldman Sachs Industrials and Materials Conference that will begin at 11:30 a.m. Eastern Time.

Shareholders and other

interested parties can access the live webcasts of the fireside chats on Flowserve’s Investor Relations website. Replays of the webcasts will be available after the events.

Footnotes

See Consolidated Reconciliation of Non-GAAP Financial Measures to the

Most Directly Comparable GAAP Financial Measure (unaudited) and Segment Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (unaudited) tables for a detailed

reconciliation of reported results to adjusted measures.

Adjusted operating margin is calculated by dividing adjusted operating income by sales. Adjusted operating

income is derived by excluding the adjusted items.

Adjusted earnings per share (EPS) excludes realignment expenses, the impact from other specific discrete and below-the-line foreign currency effects and utilizes the then-applicable foreign exchange rates and fully diluted shares. Adjusted full-year 2026 EPS guidance excludes certain

other discrete items which may arise during the year.

Organic is defined as the change in sales, as defined by U.S. GAAP, excluding the impacts of currency

translation and acquisitions and divestitures. The impact of currency translation is calculated by translating current year results on a monthly basis at prior year exchange rates for the same period.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended September 30,

(Amounts in thousands)

2026

2025

Sales

1,237,773

1,174,434

Cost of sales

(823,393

)

(794,148

)

Gross profit

414,380

380,286

Selling, general and administrative expense

(281,937

)

(305,152

)

Gain on sale of business

16,177

—

Net earnings from affiliates

5,986

4,138

Operating income

154,606

79,272

Interest expense

(26,641

)

(18,738

)

Interest income

2,362

792

Other (expense) income, net

(8,184

)

256,220

Earnings before income taxes

122,143

317,546

(Provision for) benefit from income taxes

(15,090

)

(93,688

)

Net earnings, including noncontrolling interests

107,053

223,858

Less: net earnings attributable to noncontrolling interests

(4,015

)

(4,276

)

Net earnings attributable to Flowserve Corporation

103,038

219,582

Net earnings per share attributable to Flowserve Corporation common shareholders:

Basic

0.81

1.69

Diluted

0.81

1.67

Weighted average shares - basic

127,164

130,315

Weighted average shares - diluted

127,962

131,235

Consolidated Reconciliation of Non-GAAP Financial Measures to the

Most Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands, except per share data)

Three Months Ended September 30, 2026

Gross

Profit

Selling,

General &

Administrative

Expense

Gain on Sale

of Business

Operating

Income

Other Income

(Expense), Net

Provision For

(Benefit From)

Income Taxes

Net Earnings

(Loss)

Effective

Tax Rate

Diluted

EPS

Reported

414,380

281,937

16,177

154,606

(8,184

)

15,090

103,038

12.4

0.81

Reported as a percent of sales

33.5

22.8

1.3

12.5

-0.7

1.2

8.3

Realignment charges (a)

25,971

(6,018

)

(16,177

)

15,812

—

(6,260

)

22,072

-39.6

0.17

Acquisition and divestiture related (b)

—

(5,275

)

—

5,275

—

1,241

4,034

23.5

0.03

Amortization of intangible assets (c)

13,898

(6,765

)

—

20,663

—

2,874

17,789

13.9

0.14

Discrete items (d)

—

(7,830

)

—

7,830

1,000

190

8,640

2.2

0.07

Discrete tax items (e)

—

23,072

(23,072

)

0.0

(0.18

)

Below-the-line

foreign exchange impacts (f)

—

5,132

442

4,690

8.6

0.04

Adjusted

454,249

256,049

—

204,186

(2,052

)

36,649

137,191

20.6

1.07

Adjusted as a percent of sales

36.7

20.7

0.0

16.5

-0.2

3.0

11.1

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs and includes the gain on

divestiture of our PMV Automation business (PMV) within FCD.

(b)

Charges represent costs associated with strategic acquisition and divestiture activities including the

acquisitions of Trillium Valves and Flowserve Al Mansoori Services Company (FAMCO), and the divestiture of PMV.

(c)

Charges represent non-cash amortization of intangible assets and step-up in value of acquired inventories.

(d)

Charge represents the $7,972 strategic acquisition of intellectual property within FPD, an immaterial

adjustment to transaction costs related to the divestiture of our asbestos-related assets and liabilities that were adjusted out in a prior period and $1,000 for non-cash pension settlement accounting losses

incurred in conjunction with the U.S. pension plan.

(e)

Discrete tax adjustment includes the impact from the release of a valuation allowance in Italy.

(f)

Below-the-line foreign exchange

impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency and includes the foreign

exchange loss on the Blue Chip Swap Securities transaction.

Three Months Ended September 30, 2025

Gross

Profit

Selling,

General &

Administrative

Expense

Operating

Income

Other Income

(Expense), Net

Provision For

(Benefit From)

Income Taxes

Net Earnings

(Loss)

Effective Tax

Rate

Diluted

EPS

Reported

380,286

305,152

79,272

256,220

93,688

219,582

29.5

1.67

Reported as a percent of sales

32.4

26.0

6.7

21.8

8.0

18.7

Realignment charges (a)

25,481

(4,571

)

30,052

—

6,907

23,145

23.0

0.18

Acquisition related (b)

(4,243

)

4,252

—

1,000

3,252

23.5

0.02

Purchase accounting step-up and intangible asset

amortization (c)

2,625

(1,300

)

3,925

—

1,182

2,743

30.1

0.02

Discrete items (d)(e)(f)

(30,351

)

30,382

1,500

7,499

24,383

23.5

0.19

Merger transaction costs (g)

—

(25,682

)

25,682

—

5,885

19,797

22.9

0.15

Merger termination payment (h)

—

(266,000

)

(60,957

)

(205,043

)

22.9

(1.56

)

Discrete tax items (i)

—

(24,860

)

24,860

0.0

0.19

Below-the-line

foreign exchange impacts (j)

—

5,401

622

4,779

11.5

0.04

Adjusted

408,432

239,005

173,565

(2,879

)

30,966

117,498

20.3

0.90

Adjusted as a percent of sales

34.8

20.4

14.8

-0.2

2.6

10.0

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs of which $2,300 is non-cash.

(b)

Charge represents acquisition and integration related costs associated with the MOGAS acquisition.

(c)

Charge represents amortization of step-up in value of acquired

inventories and acquisition related intangible assets associated with the MOGAS acquisition.

(d)

Charge represents non-cash share-based compensation expense associated

with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our U.S. Qualified pension plan.

(e)

Charge of $1,500 represents a non-cash pension settlement accounting

loss incurred in conjunction with the freeze of our U.S. Qualified pension plan.

(f)

Charge of $30,100 represents the Q3 2025 non-cash adjustment to our

estimated liability for incurred by not reported asbestos claims based on an annual actuarial study.

(g)

Charge represents transaction costs incurred associated with the terminated Chart Industries merger.

(h)

Amount represents the Chart Industries merger termination fee paid to Flowserve.

(i)

Amount represents a one-time tax charge related to enactment of the One

Big Beautiful Bill Act during Q3 2025.

(j)

Below-the-line foreign exchange

SEGMENT INFORMATION

(Unaudited)

Three Months Ended September 30,

FLOWSERVE PUMPS DIVISION

2026

2025

(Amounts in millions, except percentages)

Bookings

940.1

819.5

Sales

830.4

800.3

Gross profit

314.3

265.8

Gross profit margin

37.8

33.2

SG&A

152.2

135.0

Segment operating income

168.0

134.9

Segment operating income as a percentage of sales

20.2

16.9

Three Months Ended September 30,

FLOW CONTROL DIVISION

2026

2025

(Amounts in millions, except percentages)

Bookings

446.2

396.1

Sales

411.6

377.4

Gross profit

98.9

114.2

Gross profit margin

24.0

30.3

SG&A

80.9

67.8

Gain on sale of business

16.2

—

Segment operating income

34.2

46.4

Segment operating income as a percentage of sales

8.3

12.3

Segment Reconciliation of Non-GAAP Financial Measures to the Most

Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands)

Flowserve Pumps Division

Three Months Ended

September 30, 2026

Gross

Profit

Selling,

General &

Administrative

Expense

Operating

Income

Reported

314,255

152,218

168,023

Reported as a percent of sales

37.8

18.3

20.2

Realignment charges (a)

(869

)

(534

)

(335

)

Discrete items (b)

—

(7,967

)

7,967

Amortization of intangible assets (d)

2,916

(2,276

)

5,192

Adjusted

316,302

141,441

180,847

Adjusted as a percent of sales

38.1

17.0

21.8

Three Months Ended

September 30, 2025

Gross

Profit

Selling,

General &

Administrative

Expense

Operating

Income

Reported

265,776

135,046

134,869

Reported as a percent of sales

33.2

16.9

Realignment charges (a)

21,628

(88

)

21,716

Discrete items (b)

(63

)

Adjusted

287,428

134,895

156,672

Adjusted as a percent of sales

35.9

16.9

19.6

Flow Control Division

Three Months Ended

September 30, 2026

Gross

Profit

Selling,

General &

Administrative

Expense

Gain on

Sale of

Business

Operating

Income

Reported

98,906

80,889

16,177

34,194

Reported as a percent of sales

24.0

19.7

3.9

8.3

Realignment charges (a)

26,840

(3,762

)

(16,177

)

14,425

Acquisition and divestiture related (c)

—

(2,956

)

—

2,956

Amortization of intangible assets (d)

10,982

(4,489

)

—

15,471

Adjusted

136,728

69,682

—

67,046

Adjusted as a percent of sales

33.2

16.9

0.0

16.3

Three Months Ended

September 30, 2025

Gross

Profit

Selling,

General &

Administrative

Expense

Operating

Income

Reported

114,250

67,810

46,440

Reported as a percent of sales

30.3

18.0

12.3

Realignment charges (a)

4,386

(2,395

)

6,781

Acquisition related (c)

(4,243

)

4,252

Purchase accounting step-up and intangible asset

amortization (d)

2,625

(1,300

)

3,925

Discrete items (b)

(45

)

Adjusted

121,275

59,827

61,448

Adjusted as a percent of sales

32.1

15.9

16.3

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs and includes the gain on

divestiture of our PMV Automation business (PMV) within FCD.

(b)

Charge represents the $7,967 strategic acquisition of intellectual property within FPD.

(c)

Charges represent costs associated with strategic acquisition and divestiture activities including the

acquisitions of Trillium Valves and the divestiture of PMV with FCD.

(d)

Charges represent non-cash amortization of intangible assets and step-up in value of acquired inventories.

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs of which $2,300 is non-cash.

(b)

Charge represents non-cash share-based compensation expense associated

with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our U.S. Qualified pension plan.

(c)

Charge represents acquisition and integration-related costs associated with the MOGAS acquisition.

(d)

Charge represents amortization of acquisition related intangible assets associated with the MOGAS acquisition.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in

thousands, except per share data)

Nine Months Ended September 30,

2026

2025

Sales

3,475,217

3,507,069

Cost of sales

(2,296,270

)

(2,350,867

)

Gross profit

1,178,947

1,156,202

Selling, general and administrative expense

(811,655

)

(814,237

)

Gain on sale of business

16,177

—

Net earnings from affiliates

41,992

15,786

Operating income

425,461

357,751

Interest expense

(72,768

)

(58,166

)

Interest income

8,885

5,063

Other (expense) income, net

(13,272

)

213,958

Earnings before income taxes

348,306

518,606

Provision for income taxes

(53,299

)

(127,067

)

Net earnings, including noncontrolling interests

295,007

391,539

Less: Net earnings attributable to noncontrolling interests

(11,290

)

(16,298

)

Net earnings attributable to Flowserve Corporation

283,717

375,241

Net earnings per share attributable to Flowserve Corporation common shareholders:

Basic

2.23

2.87

Diluted

2.21

2.85

Weighted average shares - basic

127,434

130,910

Weighted average shares - diluted

128,314

131,836

Consolidated Reconciliation of Non-GAAP Financial Measures to the

Most Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands, except per share data)

Nine Months Ended September 30, 2026

Gross

Profit

Selling,

General &

Administrative

Expense

Gain on

Sale of

Business

Net

earnings

from

affiliates

Operating

Income

Other

Income

(Expense),

Net

Provision For

(Benefit From)

Income Taxes

Net Earnings

(Loss)

Effective

Tax Rate

Diluted

EPS

Reported

1,178,947

811,655

16,177

41,992

425,461

(13,272

)

53,299

283,717

15.3

2.21

Reported as a percent of sales

33.9

23.4

0.5

1.2

12.2

-0.4

1.5

8.2

Realignment charges (a)

75,452

(26,234

)

(16,177

)

—

85,509

—

6,773

78,736

7.9

0.61

Acquisition and divestiture related (b)(c)

—

(23,179

)

—

(27,700

)

(4,521

)

—

5,554

(10,075

)

-122.8

(0.08

)

Amortization of intangible assets (d)

16,454

(12,113

)

—

28,567

—

4,394

24,173

15.4

0.19

Discrete items (e)(f)

(8,719

)

—

8,781

5,576

1,491

12,866

10.4

0.10

Discrete tax items (g)

—

23,072

(23,072

)

0.0

(0.18

)

Below-the-line

foreign exchange impacts (h)

—

2,409

255

2,154

10.6

0.02

Adjusted

1,270,915

741,410

—

14,292

543,797

(5,287

)

94,838

368,499

20.0

2.87

Adjusted as a percent of sales

36.6

21.3

0.0

0.4

15.6

-0.2

2.7

10.6

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs, net of a $5,300 gain

associated with a sale-leaseback transaction related to a FCD facility, and of which $5,234 is non-cash. Also includes the gain on divestiture of our PMV Automation business (PMV) within FCD.

(b)

Charges represent costs associated with strategic acquisition and divestiture activities including the

acquisitions of Greenray, Trillium Valves and Flowserve Al Mansoori Services Company (FAMCO), and the divestiture of PMV.

(c)

Adjustment represents a $27,700 gain recognized in Net earnings from affiliates on the remeasurement of our

previously held equity interest in FAMCO.

(d)

Charges represent non-cash amortization of intangible assets and step-up in value of acquired inventories.

(e)

Charges represent discrete items including $523 of non-cash share-based

compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our U.S. Qualified

pension plan, $286 of transaction costs related to the divestiture of our asbestos-related assets and liabilities and the $7,972 strategic acquisition of intellectual property within FPD.

(f)

Charges include $5,576 for non-cash pension settlement accounting losses

incurred in conjunction with pension plans in the United States and Canada.

(g)

Discrete tax adjustment includes the impact from the release of a valuation allowance in Italy.

(h)

Below-the-line foreign exchange

exchange loss on the Blue Chip Swap Securities transaction.

Nine Months Ended September 30, 2025

Gross

Profit

Selling,

General &

Administrative

Expense

Operating

Income

Other Income

(Expense), Net

Provision For

(Benefit From)

Income Taxes

Net Earnings

(Loss)

Effective Tax

Rate

Diluted EPS

Reported

1,156,202

814,237

357,751

213,958

127,067

375,241

24.5

2.85

Reported as a percent of sales

33.0

23.2

10.2

6.1

3.6

10.7

Realignment charges (a)

40,600

(1,481

)

42,081

—

10,096

31,985

24.0

0.24

Acquisition related (b)

761

(8,714

)

9,475

—

2,228

7,247

23.5

0.05

Purchase accounting step-up and intangible asset

amortization (c)

8,742

(3,900

)

12,642

—

3,729

8,913

29.5

0.07

Discrete items (d)(e)(f)

106

(31,116

)

31,222

4,500

8,403

27,319

23.5

0.21

Merger transaction costs (g)

—

(41,197

)

41,197

—

9,534

31,663

23.1

0.24

Merger termination payment (h)

—

(266,000

)

(60,957

)

(205,043

)

22.9

(1.56

)

Discrete tax items (i)

—

(24,860

)

24,860

0.0

0.19

Below-the-line

foreign exchange impacts (j)

—

36,797

5,977

30,820

16.2

0.23

Adjusted

1,206,411

727,829

494,368

(10,745

)

81,217

333,005

18.9

2.53

Adjusted as a percent of sales

34.4

20.8

14.1

-0.3

2.3

9.5

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs of which $5,300 is non-cash.

(b)

Charge represents acquisition and integration related costs associated with the MOGAS acquisition.

(c)

Charge represents amortization of step-up in value of acquired

inventories and acquisition related intangible assets associated with the MOGAS acquisition.

(d)

Charge represents non-cash share-based compensation expense associated

with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our U.S. Qualified pension plan.

(e)

Charge of $4,500 represents a non-cash pension settlement accounting

loss incurred in conjunction with the freeze of our U.S. Qualified pension plan.

(f)

Charge of $30,100 represents the Q3 2025 non-cash adjustment to our

estimated liability for incurred by not reported asbestos claims based on an annual actuarial study.

(g)

Charge represents transaction costs incurred associated with the terminated Chart Industries merger.

(h)

Amount represents the Chart Industries merger termination fee paid to Flowserve.

(i)

Amount represents a one-time tax charge related to enactment of the One

Big Beautiful Bill Act during Q3 2025.

(j)

Below-the-line foreign exchange

SEGMENT INFORMATION

(Unaudited)

FLOWSERVE PUMPS DIVISION

Nine Months Ended September 30,

(Amounts in millions, except percentages)

2026

2025

Bookings

2,646.3

2,394.8

Sales

2,389.0

2,402.4

Gross profit

880.3

833.5

Gross profit margin

36.8

34.7

SG&A

447.4

415.1

Segment operating income

474.9

434.1

Segment operating income as a percentage of sales

19.9

18.1

FLOW CONTROL DIVISION

Nine Months Ended September 30,

(Amounts in millions, except percentages)

2026

2025

Bookings

1,236.0

1,126.1

Sales

1,096.5

1,112.9

Gross profit

296.4

322.1

Gross profit margin

27.0

28.9

SG&A

225.7

206.4

Gain on sale of business

16.2

—

Segment operating income

86.9

115.7

Segment operating income as a percentage of sales

7.9

10.4

Segment Reconciliation of Non-GAAP Financial Measures to the Most

Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands)

Flowserve Pumps Division

Nine Months Ended

September 30, 2026

Gross Profit

Selling,

General &

Administrative

Expense

Net earnings

from affiliates

Operating

Income

Reported

880,323

447,390

41,992

474,925

Reported as a percent of sales

36.8

18.7

1.8

19.9

Realignment charges (a)

19,740

(10,067

)

—

29,807

Discrete

items (b)(c)

(8,063

)

—

8,111

Acquisition and divestiture related (d)(e)

—

(813

)

(27,700

)

(26,887

)

Amortization of intangible assets (f)

5,372

(5,022

)

—

10,394

Adjusted

905,483

423,425

14,292

496,350

Adjusted as a percent of sales

37.9

17.7

0.6

20.8

Nine Months Ended

September 30, 2025

Gross Profit

Selling,

General &

Administrative

Expense

Operating

Income

Reported

833,467

415,126

434,128

Reported as a percent of sales

34.7

17.3

18.1

Realignment charges (a)

26,495

(840

)

27,335

Discrete items (b)

(287

)

374

Adjusted

860,049

413,999

461,837

Adjusted as a percent of sales

35.8

17.2

19.2

Flow

Control Division

Nine Months Ended

September 30, 2026

Gross Profit

Selling,

General &

Administrative

Expense

Gain on

Sale of

Business

Operating

Income

Reported

296,399

225,648

16,177

86,928

Reported as a percent of sales

27.0

20.6

1.5

7.9

Realignment charges (a)

55,712

(476

)

(16,177

)

40,011

Discrete items (b)

(75

)

—

Acquisition and divestiture related (d)

—

(19,121

)

—

19,121

Amortization of intangible assets (f)

11,082

(7,091

)

—

18,173

Adjusted

363,203

198,885

—

164,318

Adjusted as a percent of sales

33.1

18.1

0.0

15.0

Nine Months Ended

September 30, 2025

Gross Profit

Selling,

General &

Administrative

Expense

Operating

Income

Reported

322,131

206,437

115,694

Reported as a percent of sales

28.9

18.5

10.4

Realignment charges (a)

14,704

1,230

13,474

Acquisition related (c)

761

(8,714

)

9,475

Purchase accounting step-up and intangible asset

amortization (d)

8,742

(3,900

)

12,642

Discrete items (b)

(208

)

222

Adjusted

346,352

194,845

151,507

Adjusted as a percent of sales

31.1

17.5

13.6

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs, net of a $5,300 gain

associated with a sale-leaseback transaction related to a FCD facility, and of which $5,234 is non-cash. Also includes the gain on divestiture of our PMV Automation business (PMV) within FCD.

(b)

Charges represent $229 of non-cash share-based compensation expense

associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our U.S. Qualified pension plan.

(c)

Charge represents the $7,967 strategic acquisition of intellectual property within FPD.

(d)

Charges represent costs associated with strategic acquisition and divestiture activities including the

acquisitions of Greenray, Trillium Valves and Flowserve Al Mansoori Services Company (FAMCO), and the divestiture of PMV.

(e)

Adjustment represents a $27,700 gain recognized in Net earnings from affiliates on the remeasurement of our

previously held equity interest in FAMCO.

(f)

Charges represent non-cash amortization of intangible assets and step-up in value of acquired inventories.

Note: Amounts may not calculate due to rounding

(a)

Charges represent realignment costs incurred as a result of realignment programs of which $5,300 is non-cash.

(b)

Charge represents non-cash share-based compensation expense associated

with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our U.S. Qualified pension plan.

(c)

Charge represents acquisition and integration-related costs associated with the MOGAS acquisition.

(d)

Charge represents amortization of step-up in value of acquired

inventories and acquisition related intangible assets associated with the MOGAS acquisition.

Segment Results

(Unaudited)

Flowserve Pumps Division

(dollars in millions)

Q3 2026

Q3 2025

Change

YTD 2026

YTD 2025

Change

Organic Bookings

10.9

6.8

Acquisitions / Divestitures Impact

3.9

1.8

FX Impact (a)

(0.1

1.9

Total Bookings (b)

940

819

14.7

2,646

2,395

10.5

Organic Sales

(0.9

(3.6

Acquisitions / Divestitures Impact

4.7

1.2

FX Impact (a)

0.0

1.8

Reported Sales (b)

830

800

3.8

2,389

2,402

(0.6

Gross Margin

37.8

33.2

460 bps

36.8

34.7

210 bps

Adjusted Gross Margin (c)

38.1

35.9

220 bps

37.9

35.8

210 bps

Operating Margin

20.2

16.9

330 bps

19.9

18.1

180 bps

Adjusted Operating Margin (d)

21.8

19.6

220 bps

20.8

19.2

160 bps

Backlog (b)

2,377

2,007

18.5

2,377

2,007

18.5

Flows Control Division

(dollars in millions)

Q3 2026

Q3 2025

Change

YTD 2026

YTD 2025

Change

Organic Bookings

0.8

4.8

Acquisitions / Divestitures Impact

12.2

4.3

FX Impact (a)

(0.4

0.7

Total Bookings (b)

446

396

12.6

1,236

1,126

9.8

Organic Sales

(1.3

(5.8

Acquisitions / Divestitures Impact

10.8

3.7

FX Impact (a)

(0.4

0.6

Reported Sales (b)

412

377

9.1

1,096

1,113

(1.5

Gross Margin

24.0

30.3

(630 bps

)

27.0

28.9

(190 bps

)

Adjusted Gross Margin (c)

33.2

32.1

110 bps

33.1

31.1

200 bps

Operating Margin

8.3

12.3

(400 bps

)

7.9

10.4

(250 bps

)

Adjusted Operating Margin (d)

16.3

—

15.0

13.6

140 bps

Backlog (b)

1,105

896

23.2

1,105

896

23.2

(a)

Constant foreign exchange (FX) represents the year-over-year variance assuming Q3 and YTD 2026 results at Q3

and YTD 2025 FX rates

(b)

Bookings, sales, and backlog do not include interdivision eliminations

(c)

Adjusted gross margin is a non-GAAP financial measure. Adjusted gross

margin is calculated by dividing adjusted gross profit by sales. Adjusted gross profit is derived by excluding realignment charges and other specific discrete items. See the Segment Reconciliation of Non-GAAP

Financial Measures to the Most Directly Comparable GAAP Financial Measure (unaudited)

(d)

Adjusted operating margin excludes realignment charges and other specific discrete items

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in thousands, except par value)

September 30,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

742,148

760,183

Accounts receivable, net of allowance for expected credit losses of $92,193 and $83,094,

respectively

1,084,291

1,029,095

Contract assets, net of allowance for expected credit losses of $6,124 and $6,028,

respectively

330,293

322,472

Inventories

844,122

789,898

Prepaid expenses and other

127,820

141,237

Total current assets

3,128,674

3,042,885

Property, plant, and equipment, net of accumulated depreciation of $1,242,388 and $1,224,912,

respectively

574,771

566,751

Operating lease

right-of-use asset, net

189,000

166,031

Goodwill

1,697,977

1,391,988

Deferred taxes

181,605

156,250

Other intangible assets, net

369,747

198,475

Other assets, net of allowance for expected credit losses of $66,210 and $66,047,

respectively

205,227

185,820

Total assets

6,347,001

5,708,200

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

556,532

554,243

Accrued liabilities

556,768

587,475

Contract liabilities

329,380

274,669

Debt due within one year

9,895

49,868

Operating lease liabilities

38,093

35,630

Total current liabilities

1,490,668

1,501,885

Long-term debt due after one year

2,046,807

1,525,210

Operating lease liabilities

163,348

149,565

Retirement obligations and other liabilities

262,767

277,216

Contingencies (See Note 12)

Shareholders’ equity:

Preferred shares, $1.00 par value

—

Shares authorized — 1,000, no shares issued

Common shares, $1.25 par value

220,991

Shares authorized — 305,000

Shares issued — 176,793 and 176,793, respectively

Capital in excess of par value

504,791

508,890

Retained earnings

4,460,774

4,261,977

Treasury shares, at cost — 50,173 and 49,763 shares, respectively

(2,290,306

)

(2,231,685

)

Deferred compensation obligation

5,922

6,629

Accumulated other comprehensive loss

(590,627

)

(575,405

)

Total Flowserve Corporation shareholders’ equity

2,311,545

2,191,397

Noncontrolling interests

71,866

62,927

Total equity

2,383,411

2,254,324

Total liabilities and equity

6,347,001

5,708,200

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in

thousands)

Nine Months Ended

September 30,

2026

2025

Cash flows — Operating activities:

Net earnings, including noncontrolling interests

295,007

391,539

Adjustments to reconcile net earnings to net cash provided by operating activities

Depreciation

61,537

58,685

Amortization of intangible and other assets

24,750

14,009

(Gain) on remeasurement of previously held equity interest

(27,700

)

—

(Gain) on sale of business

(16,177

)

—

Stock-based compensation

30,469

25,787

Loss on Blue Chip Swap Securities

3,146

—

Foreign currency, asset write downs and other non-cash

adjustments

(5,446

)

(3,326

)

Change in assets and liabilities:

Accounts receivable, net

(28,684

)

(26,081

)

Inventories

(7,421

)

26,727

Contract assets, net

(8,198

)

(35,157

)

Prepaid expenses and other assets, net

15,698

(7,362

)

Accounts payable

(34,192

)

31,158

Contract liabilities

18,750

(17,857

)

Accrued liabilities

(60,582

)

(30,488

)

Retirement obligations and other liabilities

(5,779

)

31,900

Net deferred taxes

(24,897

)

46,524

Net cash flows provided by operating activities

230,281

506,058

Cash flows — Investing activities:

Capital expenditures

(51,056

)

(45,534

)

Payments for acquisitions, net of cash acquired

(517,735

)

—

Proceeds from disposal of assets

9,783

1,067

Purchases of Blue Chip Swap Securities

(52,939

)

—

Proceeds from Sales of Blue Chip Swap Securities

49,793

—

Proceeds from divestiture of business, net of cash divested

34,567

—

Affiliate investment activity

(3,960

)

—

Net cash flows (used) by investing activities

(531,547

)

(44,467

)

Cash flows — Financing activities:

Proceeds from issuance of senior notes, net of discount

499,320

—

Payments on term loan

(77,875

)

(28,125

)

Proceeds from long-term debt

74,750

—

Payment of deferred loan costs

(4,893

)

—

Proceeds under revolving credit facility

150,000

50,000

Payments under revolving credit facility

(160,000

)

(50,000

)

Proceeds under other financing arrangements

1,071

10,562

Payments under other financing arrangements

(8,058

)

(3,310

)

Payments related to tax withholding for stock-based compensation

(23,339

)

(11,584

)

Repurchases of common shares

(75,000

)

(197,920

)

Payments of dividends

(82,881

)

(82,671

)

Contingent consideration payment related to acquired business

—

(15,000

)

Other

(2,123

)

(2,899

)

Net cash flows (used) provided by financing activities

290,972

(330,947

)

Effect of exchange rate changes on cash and cash equivalents

(7,741

)

27,762

Net change in cash and cash equivalents

(18,035

)

158,406

Cash and cash equivalents at beginning of period

760,183

675,441

Cash and cash equivalents at end of period

742,148

833,847

Non-Cash Investing and Financing

Activities:

Liabilities incurred related to acquired business, but not paid

1,505

—

About Flowserve:

Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50

countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the Company’s website at

www.flowserve.com.

Flowserve Contacts

Investor Contact: investorrelations@flowserve.com

Olivia Webb, Director, Investor Relations

Media

Contact: media@flowserve.com

Safe Harbor Statement: This news release includes forward-looking statements within the meaning of

Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 news release 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: economic, political and other risks associated with our international operations, including military actions, trade embargoes, blockades or other closures of major

trade lanes, 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; 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; 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; 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 integrating 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 news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods,

providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and

in evaluating the Company’s performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as

a substitute for, the Company’s reported results prepared in accordance with GAAP.

###

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v3.26.3

Document and Entity Information

Oct. 28, 2026

Cover [Abstract]

Entity Registrant Name

FLOWSERVE CORP

Amendment Flag

false

Entity Central Index Key

0000030625

Document Type

8-K

Document Period End Date

Oct. 28, 2026

Entity Incorporation State Country Code

Entity File Number

1-13179

Entity Tax Identification Number

31-0267900

Entity Address, Address Line One

5215 N. O’Connor Blvd.

Entity Address, Address Line Two

Suite 700

Entity Address, City or Town

Irving

Entity Address, State or Province

Entity Address, Postal Zip Code

75039

City Area Code

(972)

Local Phone Number

443-6500

Security 12b Title

Common Stock, $1.25 Par Value

Trading Symbol

FLS

Security Exchange Name

NYSE

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Section 12

-Subsection b-2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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