Form 8-K

8-K — FLOWSERVE CORP

Accession: 0001193125-26-389817

Filed: 2026-09-14

Period: 2026-09-08

CIK: 0000030625

SIC: 3561 (PUMPS & PUMPING EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d168073d8k.htm (Primary)

EX-99.1 (d168073dex991.htm)

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8-K

8-K (Primary)

Filename: d168073d8k.htm · Sequence: 1

8-K

FLOWSERVE CORP false 0000030625 0000030625 2026-09-08 2026-09-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2026

FLOWSERVE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York

1-13179

31-0267900

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

5215 N. O’Connor Blvd., Suite 700, Irving, Texas

75039

(Address of Principal Executive Offices)

(Zip Code)

(972) 443-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $1.25 Par Value

FLS

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 14, 2026, Flowserve Corporation (the “Company”) announced that Amy B. Schwetz tendered her resignation as Senior Vice President, Chief Financial Officer and interim Chief Accounting Officer in order to accept a position at another publicly traded company. Ms. Schwetz will continue in her current role until her departure on September 30, 2026. Her decision to resign is not related to any financial or accounting issue or any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company also announced that it has appointed Brian Ezzell as the Company’s Senior Vice President, Chief Financial Officer and interim Chief Accounting Officer, effective October 1, 2026. In this role, Mr. Ezzell, 44, will serve as the Company’s principal financial officer and principal accounting officer. Mr. Ezzell has served as the Company’s Vice President, Financial Planning & Analysis (FP&A), Treasurer, and Investor Relations since October 2024. Prior to that, Mr. Ezzell was the Vice President, Enterprise FP&A, including finance responsibility for the global supply chain at Kimberly-Clark Corp. from April 2020 to September 2024. Prior to that, Mr. Ezzell served in various roles of increasing responsibility at Fossil Group, Inc., including an international assignment and culminating in his role as Vice President, Global FP&A, Americas Region CFO, and Investor Relations. Mr. Ezzell began his career with PricewaterhouseCoopers. Mr. Ezzell is a Certified Public Accountant and holds a Bachelor of Business Administration and Masters of Accountancy from Abilene Christian University.

In this role with the Company, Mr. Ezzell will receive an annual base salary of $625,000. He will be eligible for a cash award under the Company’s annual incentive plan with a target award of 75% of base salary, and he will participate in the Company’s long-term incentive program with a target annual award of $1,600,000 commencing in 2027. In addition, Mr. Ezzell will be granted a one-time award consisting of restricted stock units with a value of $200,000 as of the grant date, which will vest ratably over a three-year period, and performance rights with a value of $200,000 as of the grant date, which vest based on the achievement of certain performance factors during a three-year performance cycle. Mr. Ezzell will also receive retirement, health and welfare and other benefits and will participate in plans generally available to other executive officers of the Company. Further details concerning the Company’s executive compensation program are described in the Company’s definitive proxy statement dated April 2, 2026, under the heading “Executive Compensation”.

Mr. Ezzell has no family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings with any person pursuant to which he was selected as an officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Ezzell that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

A copy of the press release issued by the Company announcing Mr. Ezzell’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01

Regulation FD Disclosure.

On September 14, 2026, the Company issued a press release announcing the departure of Ms. Schwetz and the appointment of Mr. Ezzell as Senior Vice President, Chief Financial Officer and interim Chief Accounting Officer. The press release is furnished as Exhibit 99.1 hereto. The press release also indicated no expected change to the Company’s previously announced full-year guidance for fiscal year 2026.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release, dated September 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FLOWSERVE CORPORATION

Dated: September 14, 2026

By:

/S/ SUSAN C. HUDSON

Susan C. Hudson

Senior Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Filename: d168073dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

News Release

Flowserve Appoints Brian Ezzell as Senior Vice President and Chief Financial Officer

DALLAS—(BUSINESS WIRE)—September 14, 2026— Flowserve Corporation (NYSE:FLS), a leading provider of flow control products and services for

the global infrastructure markets, announced today that Brian Ezzell, Flowserve’s current Vice President, Financial Planning & Analysis (FP&A), Treasurer, and Investor Relations, has been appointed Senior Vice President, Chief

Financial Officer, effective October 1, 2026. He succeeds Amy Schwetz who is departing Flowserve for a leadership position at another company. Ms. Schwetz will remain in her role through September 30, 2026 to support a smooth transition.

“On behalf of Flowserve, I want to thank Amy for her leadership and many contributions to Flowserve over the past six years,” said Scott

Rowe, Flowserve President and Chief Executive Officer. “Amy has played an important role in strengthening our financial foundation and has left a lasting, positive mark on this organization. We wish her every success in the next chapter of her

career.”

Mr. Ezzell has served as Flowserve’s Vice President, FP&A, Treasurer, and Investor Relations since October 2024. Prior to

joining Flowserve, Mr. Ezzell spent four years as Vice President, Enterprise FP&A at Kimberly-Clark Corp., which included finance responsibility for the $14 billion global supply chain. Earlier in his career, Mr. Ezzell held

various roles of increasing responsibility at Fossil Group, Inc., including an international assignment and culminating in his role as Vice President, Global FP&A, Americas Region CFO, and Investor Relations. Mr. Ezzell began his career

with PricewaterhouseCoopers, is a Certified Public Accountant, and holds a Bachelor of Business Administration and Masters of Accountancy from Abilene Christian University.

“Brian’s financial and operational experience, deep knowledge of our business and established relationships with our shareholders make him the

right leader to serve as our next Chief Financial Officer,” Mr. Rowe continued. “He has played a leading role in our financial improvements, increased rigor, accountability and focus through the Flowserve Business System. I look

forward to working closely with Brian to deliver our long-term financial goals, including our margin expansion efforts and creating meaningful value for our shareholders.”

“I am honored to lead Flowserve’s finance team and build on the strong foundation we have established,” said Mr. Ezzell.

“Flowserve is a company with tremendous momentum, and I am excited to partner with Scott, our leadership team, and the Board to advance our growth and margin expansion priorities, deepen the discipline of the Flowserve Business System across

the organization, and deliver sustainable, long-term growth for our shareholders.”

The Company expects no changes to its full-year guidance.

Flowserve Contacts

Investor Contacts:

investorrelations@flowserve.com

Olivia Webb, Director, Investor Relations

Media Contact: media@flowserve.com

About Flowserve:

Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range

of related flow management services. More information about Flowserve can be obtained by visiting the company’s website at www.flowserve.com.

Safe Harbor Statement: This news release includes forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or

phrases such as, “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,”

“predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs,

future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The

forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous

risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: economic,

political and other risks associated with our international operations, including military actions, trade embargoes, blockades or other closures of major trade lanes, epidemics or pandemics and changes to tariffs or trade agreements that could

affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S.

export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; global supply chain disruptions and the current inflationary environment could adversely affect the

efficiency of our manufacturing and increase the cost of providing our products to customers; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in

global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we

are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy,

chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious

diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related

retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences

resulting from litigation to which we are a party; expectations regarding acquisitions and the integration of acquired businesses; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our

dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; if we are not able to maintain our competitive position by

successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to

public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial

reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation

allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or

network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial

results; and other factors described from time to time in our filings with the Securities and Exchange Commission.

All forward-looking statements

included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.

###

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