Rowe Robert Scott 4
4 · FLOWSERVE CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Flowserve (FLS) CEO Robert Rowe Exercises Awards; Withholds 76,522 Shares
What Happened
- Robert Scott Rowe, President & CEO and a director of Flowserve (FLS), converted/exercised 184,264 performance/derivative awards (code M). To satisfy tax withholding, 76,522 shares were withheld/sold at $87.02 each for proceeds of $6,658,944 (code F). Simultaneously, Rowe received new awards/units on Feb 12–13 totaling 289,516 shares (grants of 194,460; 57,034; and 38,022) (code A). All grant amounts were reported at $0.00 per share because they are awards/derivatives, not open-market purchases.
Key Details
- Transaction dates and amounts:
- Feb 12, 2026: Grants of 57,034 and 38,022 performance/derivative units (A) — $0.00 per share (derivative awards).
- Feb 13, 2026: Grant of 194,460 units (A) — $0.00 per share.
- Feb 13, 2026: Conversion/exercise of 184,264 derivative awards (M).
- Feb 13, 2026: 76,522 shares withheld/sold to cover taxes (F) at $87.02 → $6,658,944.
- Shares owned after the transactions: not specified in the filing.
- Notable footnotes:
- F1/F3: Performance rights are contingent and may vest between 0%–200% based on ROIC, EPS growth or FCF metrics and include a ±15% TSR modifier vs. S&P 500 Industrial peers; may be settled in cash or stock.
- F2: Restricted stock units (if applicable) vest ratably over three years beginning March 1, 2026.
- Filing timeliness: the filing does not indicate a late filing.
Context
- This was essentially a cashless settlement: Rowe converted/received shares from performance awards and had a portion withheld/sold to satisfy tax obligations — a routine administrative step rather than an open-market sale indicating sentiment.
- The largest economic figure reported is the tax-related disposition of ~76.5k shares for ~$6.66M. The newly granted awards remain performance-based and may pay out only if future targets are met.
Insider Transaction Report
Form 4
Rowe Robert Scott
DirectorPresident & CEO
Transactions
- Award
Common Stock
2026-02-13+194,460→ 541,174 total - Tax Payment
Common Stock
2026-02-13$87.02/sh−76,522$6,658,944→ 464,652 total - Award
Performance Rights
[F1]2026-02-12+57,034→ 312,196 total→ Common Stock (57,034 underlying) - Award
Restricted Stock Units
[F2]2026-02-12+38,022→ 216,976 total→ Common Stock (38,022 underlying) - Exercise/Conversion
Performance Rights
[F3]2026-02-13−184,264→ 127,932 total→ Common Stock (184,264 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 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 U. Mir, attorney-in-fact|2026-02-17