Duhon Lamar L. 4
4 · FLOWSERVE CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Flowserve (FLS) President Lamar Duhon Receives Awards; 10,346 Shares Withheld
What Happened
- Lamar L. Duhon, President (FPD) of Flowserve Corp (FLS), received equity awards and converted performance-based derivatives into common shares. The filing shows awards acquired (A) totaling 45,156 units (26,146 + 9,505 + 9,505) on Feb 12–13, 2026 (all at $0.00). He exercised/converted 24,775 derivative units (M) and 10,346 shares were surrendered/withheld to satisfy tax withholding obligations (F) at $87.02 per share, totaling $900,309. These were award/derivative transactions (not open-market purchases or sales).
Key Details
- Transaction dates: Grants recorded 2026-02-12 and 2026-02-13; conversion/withholding on 2026-02-13. Filing date: 2026-02-17 (Form 4 accession 0001628280-26-008626).
- Specifics: 26,146 shares granted @ $0.00; two grants of 9,505 derivative units @ $0.00; conversion/exercise of 24,775 derivative units @ $0.00; 10,346 shares withheld at $87.02 to cover taxes = $900,309 (code F = tax withholding).
- Shares owned after transaction: Not specified in the provided transaction summary.
- Footnotes (high level):
- F1 & F3: Performance rights are contingent awards (each convertible to 1 share at vesting) with vesting 0%–200% based on multi-year performance metrics (ROIC, EPS growth or FCF depending on cycle) and a ±15% TSR modifier versus an S&P 500 Industrial Index peer group; may be settled in cash or stock.
- F2: Restricted stock units (RSUs) vest ratably over three years (anniversary of March 1, 2026) and include accrued dividends at settlement.
- Filing timeliness: Filing dated Feb 17, 2026; the Form 4 includes these transaction dates but does not indicate a late filing flag in the submitted form.
Context
- These transactions are awards and derivative conversions—not open-market buys or sales. The conversion plus a share withholding to cover taxes is a common, administrative outcome of equity award settlements (a cashless-type withholding), not an outright sale for investment reasons.
- Performance rights carry contingent payouts based on future metrics and may pay out between 0% and 200% of target; they can also be settled in cash, so the ultimate share outcome depends on future performance measurements.
Insider Transaction Report
Form 4
Duhon Lamar L.
President, FPD
Transactions
- Award
Common Stock
2026-02-13+26,146→ 41,262 total - Tax Payment
Common Stock
2026-02-13$87.02/sh−10,346$900,309→ 30,916 total - Award
Performance Rights
[F1]2026-02-12+9,505→ 44,090 total→ Common Stock (9,505 underlying) - Award
Restricted Stock Units
[F2]2026-02-12+9,505→ 33,082 total→ Common Stock (9,505 underlying) - Exercise/Conversion
Performance Rights
[F3]2026-02-13−24,775→ 19,315 total→ Common Stock (24,775 underlying)
Footnotes (3)
- [F1]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.
- [F2]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 anniversary of March 1, 2026.
- [F3]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.
Signature
/s/ Shakeeb Mir, attorney-in-fact|2026-02-17