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FLOWSERVE CORP

For the period ended Dec 31, 2025. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 2, 2026

FLS$80.37+3.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

INVITATION TO 2026 ANNUALMEETING OF SHAREHOLDERS

Dear Fellow Shareholder:

I invite you to join Flowserve’s Annual Meeting of Shareholders on May 14, 2026. More information about our meeting topics and

agenda can be found in this Notice and Proxy Statement.

Elevated Growth

2025 was a remarkable year for Flowserve. We delivered outstanding results, including significant EPS growth of 24 percent, adjusted

EPS 1 growth of 38 percent, and strong operating cash flow for the full year. At the same time, our disciplined execution driven by the

Flowserve Business System enabled us to achieve our long-term margin targets two years ahead of schedule.

Our 3D strategy has made Flowserve more resilient to cyclicality than ever before, supported by consistent and durable bookings in

diverse end markets and expanded aftermarket opportunities. We remain excited about the significant opportunities in nuclear and

traditional power, with notable project awards in these markets, in addition to broadly positive trends in most of the other end markets.

Given our progress to date and positive momentum entering 2026, we are also looking ahead to how we further strengthen Flowserve

for the future. As we drive even greater focus on strategic growth markets, we are confident we will expand on our proven strengths to

drive continued growth increasing shareholder value for years to come.

I’m very proud of our accomplishments in 2025 and pleased with the value we were able to generate for our shareholders.

2025 Highlights include:

Full year cash from operations of $506 million driven by strong earnings and working capital management, with $365 million of cash returned to shareholders through dividends and share repurchases.Continued growth in aftermarket bookings, with seven consecutive quarters above $600 million and an increase of 9% in total aftermarket bookings for the year.
Raised financial guidance twice throughout 2025 and achieved long-term margin targets two years ahead of plan.Achieved $400 million in nuclear awards, with our four largest awards for 2025 in global nuclear projects.

(1)Non-GAAP financial measure; see Annex I to this Proxy Statement for a reconciliation of such measure to the most directly comparable GAAP

financial measure. Adjusted 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.

Our Business Strategy

In 2024, we introduced the Flowserve Business System – a comprehensive framework that

defines how we align our processes across the enterprise to deliver sustainable, long-term

success for Flowserve. These five disciplines help our processes drive the desired outcomes

and priorities in the center of the Business System: profitable growth, margin expansion, cycle

resiliency, and customer experience.

People Excellence encompasses the programs that unlock the power of associates to enable

our enterprise strategy, underscored by our commitments to development and leadership.

Operational Excellence has strengthened our core operational capabilities and execution

abilities to differentiate the customer experience. Portfolio Excellence has been fully

embedded across all product business units, with the CORE 80/20 methodology as a key

lever of achieving our long-term margin targets two years early. We have made meaningful

progress integrating Commercial Excellence into the business through training and tools

enablement, and it will prove to be a critical growth enabler within the Business System as we

target sustained bookings and revenue growth. Finally, in 2026, we will broaden Innovation

Excellence beyond product and customer solutions to include internal processes and

functional productivity to support efficiency in delivering solutions to our customers.

We intentionally surround the Flowserve Business System with culture, strategy and execution because a winning company has to be

great at all of them. Our associates fully embraced and applied the Flowserve Business System in 2025, enabling us to achieve

operational and financial targets ahead of schedule. Looking ahead, we will regularly refine impact areas of the Flowserve Business

System to continue its effectiveness in how we run the company.

Shareholder Feedback

We value your input and welcome any feedback you may wish to provide. Upholding your trust remains our highest priority, and we

regularly assess our public disclosures to help ensure that we deliver information relevant to your interests. Prior to the annual meeting,

please sign and return your proxy card to enable your shares to be voted according to your preferences. Alternatively, you may vote

online or by telephone by following the instructions outlined on page 79.

On behalf of our Board of Directors and executive leadership team, we thank you for your ongoing support.

R. Scott Rowe

President, Chief Executive Officer and Director

This page intentionally left blank

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

When:Thursday, May 14, 2026at 10:00 a.m. CDTWhere:Online athttps://www.virtualshareholdermeeting.com/FLS2026

We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve

Corporation’s ("Flowserve" or the “Company”)2026 Annual Meeting of Shareholders (the

“Annual Meeting”). The Annual Meeting will be held online only and will begin at 10:00 a.m.

CDT on May 14, 2026. We will hold the Annual Meeting solely by means of remote

communications with no in-person location. You can attend the Annual Meeting and vote

online athttps://www.virtualshareholdermeeting.com/FLS 2026.

2026 ProposalsBoard Vote RecommendationPage Reference (for more detail)
1Elect the 9 directors named in the proxy statementFor☑Page 12
2Approve, on an advisory basis, the Company’s executive compensationFor☑Page 65
3Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2026For☑Page 71
4Shareholder proposal requesting an annual advisory shareholder vote regarding the Company's stock repurchasesAgainst☒Page 74

Shareholders will also transact any other business that is properly brought before the

Record Date: Shareholders of record of the Company’s common stock, par value$1.25 per

share, at the close of business on March 17, 2026 are entitled to notice of and to vote at the

Attending the Meeting Virtually: To participate in the Annual Meeting, including to vote or to

ask questions during the meeting, you must access the meeting website athttps://

www.virtualshareholdermeeting.com/FLS2026, and log in using the 16-digit control number

provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy

Materials. If your shares are held in street name and your voting instruction form or Notice of

Internet Availability indicates that you may vote those shares through the https://

www.proxyvote.com website, then you may access, participate in, and vote at the Annual

Meeting with the 16-digit access code indicated on that voting instruction form or Notice of

Internet Availability. Otherwise, shareholders who hold their shares in street name should

contact their bank, broker or other nominee (preferably at least five days before the Annual

Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the

For additional related information, please refer to the disclosure beginning on page 78 in the

enclosed proxy statement. The proxy statement and 2025 annual report to shareholders and

any other proxy materials are available athttps://www.proxyvote.com. The proxy statement

and form of proxy are being first made available to shareholders on April 2, 2026.

Your vote is very important. Whether or not you plan to attend the Annual Meeting online,

we urge you to vote and submit your proxy in advance of the meeting by one of the methods

described to the right on this page. Brokers are not permitted to vote on certain proposals and

may not vote on any of the proposals unless you provide voting instructions, except the

ratification of the appointment of the independent auditor (Proposal 3). Voting your shares will

help to ensure that your interests are represented at the meeting. Returning a proxy card or

otherwise submitting your proxy does not deprive you of your right to attend the Annual

Meeting and vote online athttps://www.virtualshareholdermeeting.com/FLS2026.

By order of the Board of Directors,

Susan C. Hudson

Senior Vice President, Chief Legal Officer and Corporate Secretary

YOU CAN VOTE BEFORE THE MEETING BY THE FOLLOWING METHODS:

INTERNETwww.proxyvote.com before May 14, 2026*

BY TELEPHONE(1-800-690-6903)before May 14, 2026*

BY MAILComplete, sign and return your proxy or voting instruction card so that it is received beforeMay 14, 2026*

*Dates presented are for shareholders that hold shares in their own name as a holder of record. For the shares you hold in the Flowserve Corporation Retirement Savings Plan, your votes must be cast before May 12, 2026.Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to confirm which voting methods are available to you.

42026 PROXY STATEMENT

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the

information that you should consider, and you should read the entire proxy statement carefully before voting. Page

references are supplied to help you find additional information in the proxy statement.

Board Nominees (Page 13)

JOHN L. GARRISONIndependent ChairmanAge: 65Director since 2018Committees:*Other Public Company Boards: 1R. SCOTT ROWEPresident & CEO, FlowserveAge: 55Director since 2017 Committees: NoneOther Public Company Boards: 1SUJEET CHANDIndependentAge: 68Director since 2019Committees: lOther Public Company Boards: 2
RUBY R. CHANDYIndependentAge: 64Director since 2017Committees:llOther Public Company Boards: 2CHERYL H. JOHNSONIndependentAge: 65Director since 2023Committees:llOther Public Company Boards: NoneMICHAEL C. MCMURRAYIndependentAge: 61Director since 2018Committees:lOther Public Company Boards: 1
THOMAS B. OKRAYIndependentAge: 63Director since 2023Committees: lOther Public Company Boards: 1BRIAN D. SAVOYIndependentAge: 50Director since 2026Committees:llOther Public Company Boards: NoneROSS B. SHUSTERIndependentAge: 60Director since 2025Committees:llOther Public CompanyBoards: None

*As Chairman of the Board, Mr. Garrison rotates between committee meetings and serves as an alternate committee member for all

committees as needed.

*Mr. Savoy was appointed to the Board on March 16, 2026.

ChairlTechnology, Innovation and Risk CommitteelCorporate Governance and Nominating Committee
lAudit CommitteelOrganization and Compensation CommitteeVeteran Status
2026 PROXY STATEMENT5

Executive Officers

Executive Officers (Page 27)

Name and PositionAgeSincePrevious Position
R. Scott Rowe President, Chief Executive Officer ("CEO"), and Director55April 2017President — Cameron Group,Schlumberger Ltd.
Brian BoukalikSenior Vice President, Chief Human Resources Officer ("CHRO")50May 2024Executive Vice President and Chief Human Resources Officer, Tenneco
Alice M. DeBiasioPresident, Flow Control Division42October 2025Vice President, General Manager, Carrier Corporation
Susan C. HudsonSenior Vice President, Chief Legal Officer("CLO") and Corporate Secretary49May 2022Flowserve Vice President andChief Compliance Officer
Matthew KlopferPresident, Flowserve Pumps Division47April 2026(1)Flowserve Vice President, Strategic Business Management
Amy B. SchwetzSenior Vice President, Chief FinancialOfficer ("CFO")51February 2020EVP and Chief Financial Officer,Peabody
Scott K. VopniVice President, Chief AccountingOfficer ("CAO")576/1/2020(2)SVP — Finance, Chief AccountingOfficer, Dean Foods Co.
Lamar L. DuhonFormer President, Flowserve Pumps Division55February 2023(3)Flowserve President, AftermarketServices & Solutions

(1)Mr. Klopfer was appointed President, Flowserve Pumps Division and will assume the position effective April 11, 2026.

(2)Mr. Vopni will retire effective June 30, 2026.

(3)Mr. Duhon will step down from his role effective April 10, 2026, at which time his employment with the Company will end.

62026 PROXY STATEMENT

Executive Compensation Highlights (Page 30)

Compensation Philosophy and Principles

ATTRACT & RETAINAttract and retain high-quality leaders with a passion for driving high performance as well as our Purpose, Values and Behaviors
REINFORCE OUR STRATEGYAlign our incentive programs with our vision and business strategy
PROVIDE COMPETITIVE AND MARKET-BASED COMPENSATIONMaintain a market-based compensation program that provides a competitive total target compensation opportunity approximating the market median
ALIGN PAY WITH PERFORMANCEProvide incentive programs that reward short- and long-term performance leading to shareholder value without undue risk taking
ALIGN PAY WITH SHAREHOLDERSEnsure a majority of total compensation is tied to performance and/or stock price and thus, is aligned with shareholder interests

Pay for Performance Alignment

Our annual incentive program paid out above target in 2025. The 2025 payout aligned with our robust

shareholder return for the year and was driven by strong execution of the Flowserve Business System and

above-target adjusted operating income.

PAYOUT FOR 2025 ANNUAL INCENTIVE PLAN AWARD

Adjusted Operating Income(1)50% WeightingCustomer Bookings(2)30% WeightingAdjusted PWC as % of Sales(1)(3)20% Weighting

200%

Payout

$701M

$610M

to

$640M

27.5%

$5,098M

19%

Payout

0%

Payout

$4,713M

28.8%

(1)For more information on these performance metrics and how they are calculated, see “2025 Executive Compensation Decisions – Annual

Incentive Plan” beginning on page 39.

(2)Customer bookings is calculated as the weighted average of the payout for the customer bookings for our divisions and is not a sum of the

attained performance of the divisions.

(3)Adjusted Primary Working Capital (“PWC”) as a % of Sales incentivizes efficiency. Lower percentage values indicate higher levels of

performance, reflecting an inverse relationship. The Corporate threshold was 28.0%. Actual performance of 28.8% resulted in no payout.

2026 PROXY STATEMENT7

Following below target payouts for three performance cycles, 2023 PSUs were earned at 214.8% of target due to

the Company’s disciplined approach to capital allocation and robust shareholder return for the

performance period.

PAYOUTS FOR 2023 PERFORMANCE STOCK UNIT AWARD

2023 - 2025 PSUs Grant Payout

Consolidated Flowserve Performance MetricsWeightingThreshold50% PayoutTarget100% PayoutMaximum200% PayoutAttainmentPayout
ROIC(1)20237.5%9.0%10.5%140.0%200.0%
202450%11.0%12.6%13.9%120.6%200.0%
202513.7%16-17%19.7%115.8%177.6%
3-Year Average ROIC Payout %192.5%
Threshold50% Payout · Target100% Payout · Maximum200% Payout
Free Cash Flow as a % of Adjusted Net Income(1)202360.0%75.0%90.0%144.1%200.0%
202450%75.0%85.0%100.0%116.0%190.8%
202580.0%90-100%110.0%110.7%152.2%
3-Year Average Free Cash Flow Payout %181.0%
Total Payout % (Sum of Weighted Payouts to Each Metric)Payout includes +15% adjustment based on Flowserve’s 3-year rTSR, which ranked at the 90th percentile of the 2023 performance peer group214.8%

12.6%

15.2%

19.1%

108.1%

98.6%

105.2%

(1)For more information on these performance metrics and how they are calculated, see “2025 Executive Compensation Decisions –

2025 Performance Stock Unit (“PSU”) Grant” beginning on page 44.

82026 PROXY STATEMENT

2025 Executive Total Compensation Mix

The majority of the total target compensation provided to our Named Executive Officers is “at risk” and aligned with our

compensation philosophy and principals to drive shareho lder value creation.

CEO Target Compensation Mix

Other NEO Average Target Compensation Mix

*At risk variable compensation is comprised of the target value of annual cash incentive and stock-based awards, as their value is tied to our

performance results against our financial and operational targets, our stock price, or both.

2026 PROXY STATEMENT9

Engagement with Shareholders

Engagement with Shareholders

Flowserve regularly engages with current and potential shareholders to better understand their views of the Company’s

strategy, performance, and results. We review the results of the annual advisory vote on executive compensation in

making determinations about the structure of Flowserve’s pay program, and whether any changes to the program should

be considered.

In the fall of 2025, we proactively reached out to our top 25 shareholders, representing approximately 63% of our common

shares outstanding to offer them the opportunity to discuss our corporate governance practices with members of

management and to solicit feedback from our shareholders on these topics. The feedback we received was positive and

has been and continues to be carefully considered by management and the Board as we further develop our

compensation practices.

Flowserve, including our CEO and CFO, participated in investor conferences, in-person meetings and video conference

calls in 2025. This combination of meeting venues furthered our active engagement with Flowserve shareholders. We

value the views and perspectives that our shareholders and the financial community provide during these interactions,

and we formally communicate the information and feedback that we obtain to the Board and its Committees on a

regular basis.

We anticipate in 2026 that we will continue to have both in-person and virtual opportunities to continue our shareholder

outreach, which management and the Board find extremely valuable.

102026 PROXY STATEMENT

TABLE OF CONTENTS

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS3
PROXY SUMMARY4
PROPOSAL ONE: ELECTION OF DIRECTORS12
Required Vote and Recommendation12
Board of Directors — Biographical Information13
THE BOARD AND COMMITTEES18
Role of the Board; Corporate Governance Matters18
Board Operations19
Board Composition20
Board Committees22
Oversight of the Executive Compensation Program24
Director Compensation25
EXECUTIVE OFFICERS27
EXECUTIVE COMPENSATION30
Compensation Discussion and Analysis30
Executive Summary31
Our Guiding Principles35
2025 Executive Compensation Decisions39
Other Benefits47
Compensation Governance Policies50
Accounting Implications of Executive Compensation51
Equity Grant Timing51
Executive Compensation Program Review and Compensation Risk51
Organization and Compensation Committee Report52
Summary Compensation Table53
2025 Grants of Plan-Based Awards55
Outstanding Equity Awards at Year-End 202556
2025 Option Exercises and Stock Vested57
2025 Pension Benefits58
2025 Nonqualified Deferred Compensation Benefits58
Quantification of Potential Payments59
PAY VERSUS PERFORMANCE60
CEO PAY RATIO FOR FISCAL YEAR 202564
PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION65
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS66
SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS67
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS68
EQUITY COMPENSATION PLAN INFORMATION69
DELINQUENT SECTION 16(A) REPORTS70
PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR 202671
OTHER AUDIT INFORMATION72
Relationship with Independent Registered Public Accounting Firm72
Audit and Non-Audit Fees and Services72
Audit Committee Approval Policy72
REPORT OF THE AUDIT COMMITTEE73
PROPOSAL FOUR: SHAREHOLDER SAY ON STOCK REPURCHASES74
GENERAL VOTING AND MEETING INFORMATION77
Frequently Asked Questions About the Annual Meeting & Proxy Materials77
ANNEX I: RECONCILIATION OF REPORTED RESULTS TO NON-GAAP FINANCIAL MEASURES83
ANNEX II: 2025-2027 PEER PERFORMANCE GROUP86
2026 PROXY STATEMENT11

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements about future events and circumstances. Generally speaking,

any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be

identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,”

“intent,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “project,” “predict,”

“seek,” “confident” and “commit” or similar expressions. In particular, statements regarding our financial position, plans,

strategies, objectives, prospects and expectations regarding our business, future operations, industry and market

conditions are forward-looking statements. They reflect our current expectations, are subject to materials risks,

uncertainties and other factors, many of which are outside of our control, and are not guarantees of performance and we

can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, commitment, or

expectation can or will be achieved, and speak only as of the date of this proxy statement. You should not rely unduly on

forward-looking statements. Our business results are subject to a variety of risks and uncertainties, including those that

are described in our 2025 Annual Report on Form 10-K and elsewhere in our filings with the Securities and Exchange

Commission, any of which could cause actual plans or results to differ materially from those included in any forward-

looking statements. If any of these considerations or risks materialize or intensify, our expectations (or underlying

assumptions) may change and our performance may be adversely affected. Except as required by law, we undertake no

obligation, and disclaim any duty, to publicly update or revise any forward-looking statement or disclose any facts, events

or circumstances that after the date hereof that may affect the accuracy of any forward-looking statement, whether as a

result of new information, future events, changes in our expectations or otherwise.

Standards of measurement and performance made in reference to our environmental, social, governance and other

sustainability plans and goals may be based on evolving protocols and assumptions which may change or be refined.

Website References

Throughout this proxy statement, we identify certain materials that are available in full on our website and refer the reader

to additional information available on our website. The information contained on, implied by or available through our

internet website, or any other website or document referenced herein, is not and shall not be deemed to be incorporated

by reference in this proxy statement.

122026 PROXY STATEMENT
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.