FLS

8-K

FLOWSERVE CORP false 0000030625 0000030625 2026-02-04 2026-02-04

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): February 4, 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 February 5, 2026, Flowserve Corporation, a New York corporation (the “Company”), issued a press release announcing financial results for the fourth quarter and full year ended December 31, 2025. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Fourth Quarter and Full Year 2025 Financial and Operating Results On February 6, 2026, the Company will make a presentation about its financial and operating results for the fourth quarter and full year ended December 31, 2025, 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. Acquisition of Trillium Flow Technologies’ Valves Division On February 4, 2026, the Company entered into a definitive agreement to acquire Trillium Flow Technologies’ Valves Division, a market leading provider of highly engineered mission-critical valves used in nuclear and traditional power generation, industrial, and critical infrastructure applications, for $490 million in cash (the “Transaction”). Closing of the Transaction is expected to occur mid-year 2026. The Company expects to fund the Transaction through a combination of cash on hand and additional debt. The Transaction is subject to the satisfaction of customary closing conditions and regulatory approvals. In connection with the Transaction, Goldman Sachs & Co LLC is serving as exclusive financial advisor and Baker McKenzie LLP is serving as legal counsel to the Company. On February 5, 2026, the Company issued a press release announcing the Transaction, a copy of which is furnished as Exhibit 99.2 hereto. The information furnished in Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2 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, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements and Cautionary Statements

This Current Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, 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, state

8-K

FLOWSERVE CORP false 0000030625 0000030625 2025-10-28 2025-10-28

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, 2025

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, 2025, Flowserve Corporation, a New York corporation (”Parent”), issued a press release announcing financial results for the third quarter ended September 30, 2025. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference. Item 7.01 Regulation FD Disclosure. Third Quarter 2025 Financial and Operating Results On October 29, 2025, Parent will make a presentation about its financial and operating results for the third quarter of 2025, as noted in the press release described in Item 2.02 above. Parent has posted the presentation on its website at http://www.flowserve.com under the “Investors” section. Flowserve Divests Legacy Asbestos Liabilities On October 28, 2025, Parent and its wholly owned subsidiaries Flowserve International, Inc., a Delaware corporation (“FL International”), Flowserve US Company, a Delaware statutory trust (“FL US Company” and together with Parent and FL International, the “Sellers”) and BW/IP – New Mexico, Inc., a Delaware corporation (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) to permanently divest all of their legacy asbestos liabilities by selling the Company, which holds these liabilities and the related insurance and deferred tax assets (the “Divestiture”). The Divestiture will be made to Ajax HoldCo LLC (“Buyer”), an affiliate of Acorn Investment Partners, a portfolio company of funds managed by Oaktree Capital Management L.P. Closing of the Divestiture is expected to occur in the fourth quarter of 2025. At closing of the Divestiture, the Company will be capitalized with the related assets and a total of approximately $219,000,000 in cash, of which Parent will contribute $199,000,000 and Buyer will contribute $20,000,000. In connection with the Divestiture, the board of directors of each Seller has received a solvency opinion from an independent advisory firm that will form the basis (along with other inputs) for its determination that the Company is solvent and adequately capitalized as of the date of, and after giving effect to the consummation of, the Divestiture. As a result of the Divestiture, the divested asbestos liabilities and related insurance assets will be removed from Parent’s consolidated balance sheet. Following the closing of the Divestiture, Buyer will assume management of the Company, including the management of its claims and insurance policy reimbursements. On October 28, 2025, Parent issued a press release announcing entry into the Purchase Agreement in connection with the Divestiture, a copy of which is furnished as Exhibit 99.2 hereto. Parent believes the Divestiture will provide greater long-term financial certainty for Parent’s investors and will enable Parent to continue to focus on organic and inorganic investments to advance its capabilities and expand its addressable

8-K

FLOWSERVE CORP false 0000030625 0000030625 2025-07-29 2025-07-29

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): July 29, 2025

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 July 29, 2025, Flowserve Corporation, a New York corporation (the “Company”), issued a press release announcing financial results for the second quarter ended June 30, 2025. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference. The information in this Item 2.02 of Form 8-K and in Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

On July 30, 2025, the Company will make a presentation about its financial and operating results for the second quarter of 2025, 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 in this Item 7.01 of Form 8-K and in Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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 July 29, 2025.

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: July 29, 2025

By:

/s/ Amy B. Schwetz

Amy B. Schwetz

Senior Vice President, Chief Financial Officer