Elizabeth Burger - Feb 9, 2024 Form 4 Insider Report for FLOWSERVE CORP (FLS)

Role: Chief Human Resources Officer
Signature: /s/ Shakeeb U. Mir, attorney-in-fact
Stock symbol: FLS
Transactions as of: Feb 9, 2024
Transactions value $: -$83,996
Form type: 4
Date filed: 2/13/2024, 04:11 PM
Previous filing: Feb 22, 2023
Next filing: Feb 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLS	Common Stock	Options Exercise	$0	+4.89K	+13.93%	$0.00	40K	Feb 9, 2024	Direct	F1
transaction	FLS	Common Stock	Tax liability	-$84K	-2.02K	-5.06%	$41.50	38K	Feb 9, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FLS	Performance Rights	Options Exercise	$0	-9.29K	-30.16%	$0.00	21.5K	Feb 9, 2024	Common Stock	9.29K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at a rate of 49% (plus dividends accrued on the underlying shares) based on two factors during the three-year performance cycle beginning on January 1, 2021 and ending on December 31, 2023, which are: 1) the issuer's free cash flow ("FCF") as a percent of adjusted net income for the performance period in comparison to the issuer's targeted free cash flow as a percent of adjusted net income for the performance period, and 2) the issuer's return on invested capital ("ROIC") for each calendar year in the performance period measured against the issuer's targeted ROIC for each calendar year under its operating plan. The performance rights were also subject to a 15% payout modifier (positive or negative) based on the issuer's total shareholder return ("TSR") in comparison to the TSR of peer companies for the entire performance period.

Content

Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at a rate of 49% (plus dividends accrued on the underlying shares) based on two factors during the three-year performance cycle beginning on January 1, 2021 and ending on December 31, 2023, which are: 1) the issuer's free cash flow ("FCF") as a percent of adjusted net income for the performance period in comparison to the issuer's targeted free cash flow as a percent of adjusted net income for the performance period, and 2) the issuer's return on invested capital ("ROIC") for each calendar year in the performance period measured against the issuer's targeted ROIC for each calendar year under its operating plan. The performance rights were also subject to a 15% payout modifier (positive or negative) based on the issuer's total shareholder return ("TSR") in comparison to the TSR of peer companies for the entire performance period.