FLOWSERVE CORP — Director's Dealing 2023

Feb 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2023-02-15

Reporting Person: Burger Elizabeth (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-15	Common Stock	M	3665	—	Acquired	29183	Direct
2023-02-15	Common Stock	F	1523	$36.75	Disposed	27660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-17	Restricted Stock Units	$	A	10813	Acquired		Common Stock (10813.0)	Direct
2023-02-17	Performance Rights	$	A	10813	Acquired		Common Stock (10813.0)	Direct
2023-02-15	Restricted Stock Units	$	M	3587	Disposed		Common Stock (3587.0)	Direct

Footnotes

F1: 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 annual anniversary of the grant.

F2: 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 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.