Hudson Susan Claire 4
4 · FLOWSERVE CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Flowserve (FLS) CLO Susan Hudson Receives Awards, Sells Shares
What Happened
- Susan Hudson, Chief Legal Officer of Flowserve Corp (FLS), received new equity awards and converted/received shares from derivative awards. The filing shows awards acquired on Feb 12–13, 2026 totaling 35,816 award units (21,242 on Feb 13 and two grants of 7,287 on Feb 12), each reported at $0.00 acquisition price. On Feb 13, 2026 she also had an exercise/conversion of 20,128 derivative units (reported as disposed under code M). To cover tax withholding related to these equity events, 8,425 shares were disposed (code F) at $87.02 per share, generating proceeds of approximately $733,144.
Key Details
- Transaction dates and amounts:
- 2026-02-12: Two grants of 7,287 performance rights each (A), $0.00 acquisition price (derivative awards).
- 2026-02-13: Grant of 21,242 restricted/performance units (A), $0.00 acquisition price.
- 2026-02-13: Exercise/conversion of 20,128 derivative units (M), $0.00 proceeds shown.
- 2026-02-13: Tax withholding disposal of 8,425 shares (F) at $87.02 for ~$733,144.
- Shares owned after the transactions: not specified in the filing excerpt.
- Footnotes of note:
- F1/F3: Performance rights are contingent awards that vest based on multi-year performance (ROIC + EPS growth or ROIC + FCF depending on the cycle) and include a +/-15% TSR modifier versus the S&P 500 Industrial Index; may be settled in cash or stock.
- F2: Restricted stock units convert to one share each at settlement and vest ratably over three years (annual anniversaries beginning March 1, 2026).
- Filing timeliness: Form filed 2026-02-17 for transactions dated Feb 12–13, 2026; the filing does not indicate a late filing notation.
Context
- This pattern—conversion of awards followed by a small share disposition for tax withholding—is common when equity awards vest or are settled; the sale appears limited to tax withholding rather than an open-market sale for investment purposes.
- The awards include performance-based rights (with variable payout 0–200% depending on results) and time-based RSUs; performance rights' final payout depends on future multi-year performance metrics and may be paid in cash or shares.
Insider Transaction Report
Form 4
Hudson Susan Claire
Chief Legal Officer
Transactions
- Award
Common Stock
2026-02-13+21,242→ 27,831 total - Tax Payment
Common Stock
2026-02-13$87.02/sh−8,425$733,144→ 19,406 total - Award
Performance Rights
[F1]2026-02-12+7,287→ 33,981 total→ Common Stock (7,287 underlying) - Award
Restricted Stock Units
[F2]2026-02-12+7,287→ 23,315 total→ Common Stock (7,287 underlying) - Exercise/Conversion
Performance Rights
[F3]2026-02-13−20,128→ 13,853 total→ Common Stock (20,128 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 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.
- [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: 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.
Signature
/s/ Shakeeb U. Mir, attorney-in-fact|2026-02-17