8-K
FLOWSERVE CORP (FLS)
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): July 28, 2025
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-13179 | 31-0267900 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>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<br>Symbol(s) | Name of each exchange<br>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 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 3, 2025, Flowserve Corporation, a New York corporation (“Flowserve”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chart Industries, Inc., a Delaware corporation (“Chart”), Big Sur Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Flowserve (“First Merger Sub”), and Napa Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Flowserve (“Second Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, (i) First Merger Sub would merge with and into Chart (the “First Merger”), with Chart surviving as a wholly owned subsidiary of Flowserve (the “Initial Surviving Company”) and (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company would merge with and into Second Merger Sub (the “Second Merger”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of Flowserve.
On July 28, 2025, Flowserve, Chart, First Merger Sub and Second Merger Sub entered into an agreement to terminate the Merger Agreement (the “Mutual Termination Agreement”). Pursuant to the Mutual Termination Agreement and in connection therewith, Flowserve will receive a payment of $266 million dollars in cash on behalf of Chart consisting of (i) the $250 million termination fee payable to Flowserve pursuant to the Merger Agreement and (ii) an additional agreed upon amount of $16 million to reimburse Flowserve for certain expenses. The Mutual Termination Agreement also provides for the mutual release by each of Flowserve and Chart of all claims relating to or arising out of the Merger Agreement and the transactions contemplated thereby. Pursuant to the Mutual Termination Agreement, Flowserve and Chart have also entered into a letter of intent between Chart and Flowserve to amend an existing supply agreement between them (or their affiliates) to extend the term and to expand the coverage thereof to include certain additional products of Flowserve during such term.
The foregoing descriptions of the Merger Agreement and the Mutual Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to Flowserve’s Current Report on Form 8-K filed on June 4, 2025, and the Mutual Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 8.01 Other Events.
On July 29, 2025, Flowserve issued a press release announcing the termination of the Merger Agreement and the entry into the Mutual Termination Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements and Cautionary Statements
This Current Report 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 Current Report 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: 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; economic, political and other risks associated with our international operations, including military actions, trade embargoes, 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; 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, such as litigation involving asbestos-containing material claims; 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 Current Report are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 10.1 | Mutual Termination Agreement, dated as of July 28, 2025, by and among Chart Industries, Inc., Flowserve Corporation, Big Sur Merger Sub, Inc. and Napa Merger Sub LLC. |
| 99.1 | Press Release, dated July 29, 2025. |
| 104 | The cover page from Flowserve Corporation’s Current Report on Form 8-K, formatted in Inline XBRL. |
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: July 29, 2025 | By: | /s/ Susan C. Hudson |
| Susan C. Hudson | ||
| Senior Vice President, Chief Legal Officer<br> <br>and Corporate Secretary |
EX-10.1
Exhibit 10.1
EXECUTION VERSION
TERMINATIONAGREEMENT
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of July 28, 2025, by and between Flowserve Corporation, a New York corporation (“Flowserve”), Big Sur Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), Napa Merger Sub LLC, a Delaware limited liability company (“Second Merger Sub”), and Chart Industries, Inc., a Delaware corporation (“Chart”). Flowserve, First Merger Sub, Second Merger Sub and Chart are referred to herein collectively as the “Parties”, and each individually, a “Party.”
RECITALS
WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated as of June 3, 2025 (including all schedules and exhibits thereto, the “Merger Agreement”);
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement;
WHEREAS, Section 9.01(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the First Effective Time by mutual written consent of Flowserve and Chart;
WHEREAS, the Parties desire to terminate the Merger Agreement on the terms and conditions set forth herein; and
WHEREAS, each of the respective boards of directors or other applicable governing body of the Parties has authorized and approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the agreements set forth herein, the Parties hereby agree as follows:
Termination of Merger Agreement. Effective immediately upon the execution of this Agreement, and in accordance with Section 9.01(a) of the Merger Agreement, the Parties hereby terminate the Merger Agreement and agree to abandon the transactions contemplated thereby. As a result of the termination of the Merger Agreement pursuant to this Agreement, the Merger Agreement shall become null and void and shall hereinafter have no further force or effect.
Chart Termination Payment; Effect of Termination.
(a) Not later than 12:00 p.m. Eastern Time on July 29, 2025, Chart shall pay or cause to be paid to Flowserve $266,000,000 (the “Chart Termination Payment”), which consists of the Chart Termination Fee plus an additional amount of agreed upon expense reimbursement for Flowserve. Payment of the Chart Termination Payment shall be made by wire transfer of immediately available funds to the account specified on Exhibit A. The payment of the Chart Termination Payment shall be the sole and exclusive remedy of Flowserve, its Affiliates and their respective Representatives against Chart, its Affiliates and their respective Representatives for any
loss or damage suffered as a result of the failure of the Merger or for a breach of, or failure to perform under, the Merger Agreement or otherwise or in respect of any oral representation made or alleged to have been made in connection therewith, and none of Chart or its Representatives or Affiliates shall have any further liability or obligation relating to or arising out of the Merger Agreement (including all schedules and exhibits thereto), whether in equity or at law, in contract, in tort or otherwise, and all rights and obligations of each Party thereunder shall cease, except as may be specifically provided herein.
(b) Chart and Flowserve have also entered into the letter of intent, dated as of the date hereof (the “LOI”), a copy of which is attached hereto as Exhibit B, with respect to the terms of a proposed amendment to that certain Development and Supply Agreement, dated as of September 30, 2022 (the “Supply Agreement”).
- Mutual Release and Waiver. Effective upon receipt by Flowserve of the Chart Termination Payment described in Section 2, each Party, on behalf of itself and on behalf of each of its respective past, present and future Affiliates and its and their respective Representatives, and the successors and assigns of each of them (collectively, the “Releasing Parties”, and each individually, a “Releasing Party”), hereby releases, discharges and agrees to hold harmless and covenants not to sue, to the fullest extent permitted by Law, each other Party and each other Party’s respective past, present and future Affiliates and its and their respective Representatives, and the successors and assigns of each of them (collectively, the “Released Parties”, and each individually, a “Released Party”), from any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees), howsoever arising, of every kind and nature, whether based on any law or right of action (including any claims under federal securities laws or state disclosure laws or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent (collectively, “Claims”), which the Releasing Parties, or any Releasing Party, ever had or now have or can have or shall or may hereafter have against the Released Parties, or any Released Party, in connection with, arising out of or based upon, directly or indirectly, the Merger Agreement or the transactions contemplated thereby, including any breach, non-performance, action or failure to act under the Merger Agreement, the proposed Mergers, the events leading to the termination of the Merger Agreement or any other agreement contemplated thereby, any deliberations or negotiations in connection with the proposed Mergers or this Agreement, or the consideration to have been received in connection with the proposed Mergers (such Claims so released, collectively, “Released Claims”). The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Released Claims of any kind whatsoever, whether in law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time up to and including the date hereof. Each of the Releasing Parties hereby expressly waives to the fullest extent permitted by Law any rights it may have under any statute or common law principle under which a general release does not extend to claims that are unknown or not suspected to exist at the time of the release’s execution. Notwithstanding anything contained herein to the contrary, nothing in this Section 3 shall (i) apply to any Action by any Party to enforce the rights and obligations imposed pursuant to this Agreement, the LOI or the Confidentiality Agreement, (ii) constitute a release by any Party for any Claim arising under this Agreement, the LOI or the Confidentiality Agreement, or (iii) apply to any rights, Claims, Actions or obligations of the Parties or any of their Affiliates under the LOI or the Supply Agreement (as will be amended pursuant to the LOI).
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Survival of Confidentiality Agreement. Notwithstanding anything contained in this Agreement or in the Merger Agreement to the contrary, the provisions of the Confidentiality Agreement, dated as of April 1, 2025, between Flowserve and Chart (the “Confidentiality Agreement”) shall survive and remain in full force and effect in accordance with its terms. Within five (5) Business Days following the date hereof, (i) Flowserve and Chart agree to return to the other Party or destroy all Evaluation Material and Notes (as such terms are defined in the Confidentiality Agreement) held by it or any of such Party’s Affiliates or Representatives and (ii) an appropriate officer of such other Party shall confirm in writing such return or destruction of the Evaluation Material and Notes in accordance with Section 5 of the Confidentiality Agreement.
Representations and Warranties.
(a) Representations of Flowserve. Flowserve hereby represents and warrants to Chart that: (i) each of Flowserve, First Merger Sub and Second Merger Sub is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) each of Flowserve, First Merger Sub and Second Merger Sub has full entity power and authority to execute and deliver this Agreement, and (iii) this Agreement has been duly and validly executed and delivered by each of Flowserve, First Merger Sub and Second Merger Sub and constitutes a valid binding obligation of each of Flowserve, First Merger Sub and Second Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditor’s rights generally and by general equitable principles.
(b) Representations of Chart. Chart hereby represents and warrants to each of Flowserve, First Merger Sub and Second Merger Sub that: (i) Chart is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) Chart has full corporate power and authority to execute and deliver this Agreement, and (iii) this Agreement has been duly and validly executed and delivered by Chart and constitutes a valid binding obligation of Chart enforceable against Chart in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditor’s rights generally and by general equitable principles.
- Public Announcements. Flowserve and Chart shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release with respect to this Agreement, and shall not issue any such press release prior to such consultation, except as such Party may reasonably conclude is required by applicable Law or Judgment (including obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system).
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- Governing Law; Consent to Jurisdiction; Venue; Waiver of Jury Trial.
(a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, and any claim arising out of, relating to or in connection with this Agreement shall be governed by the Laws of the State of Delaware, without regard to the conflict of Laws principles that would otherwise result in the application of any Law other than the Laws of Delaware.
(b) All Actions arising out of or relating to this Agreement shall be heard and determined in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any Action, any state or federal court of competent jurisdiction within the State of Delaware). The Parties hereby irrevocably (i) submit to the exclusive jurisdiction and venue of such courts in any such Action, (ii) waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action, (iii) agree to not attempt to deny or defeat such jurisdiction by motion or otherwise request for leave from any such court and (iv) agree to not bring any Action arising out of or relating to this Agreement in any court other than the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any Action, any state or federal court of competent jurisdiction within the State of Delaware), except for Actions brought to enforce the judgment of any such court. The consents to jurisdiction and venue set forth in this Section 7 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Parties. Each Party agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 10.02 of the Merger Agreement. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7.
- Specific Performance. The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.
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Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, other than the provisions contained in Section 2(a), all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party or such Party waives its rights under this Section 9 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
Binding Effect; Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto. Except for the provisions of Section 3, with respect to which each Released Party is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.
Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of each of Flowserve and Chart. Any purported assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Flowserve and Chart.
Counterparts. This Agreement may be executed in one or more counterparts (including by electronic signature), all of which shall be considered one and the same agreement, and shall become effective when the remaining counterparts have been signed by each of the Parties and delivered to the other Parties.
[Remainder of page left intentionally blank]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the date first written above.
| FLOWSERVE CORPORATION | |
|---|---|
| By: | /s/ R. Scott Rowe |
| Name: R. Scott Rowe | |
| Title: President and Chief Executive Officer | |
| BIG SUR MERGER SUB, INC. | |
| By: | /s/ R. Scott Rowe |
| Name: R. Scott Rowe | |
| Title: President | |
| NAPA MERGER SUB LLC | |
| By: | /s/ R. Scott Rowe |
| Name: R. Scott Rowe | |
| Title: President | |
| CHART INDUSTRIES, INC. | |
| By: | /s/ Jillian C. Evanko |
| Name: Jillian C. Evanko | |
| Title: President and Chief Executive Officer |
EX-99.1
Exhibit 99.1
Flowserve Corporation Terminates Merger with Chart Industries
Flowserve Will Receive a $266 Million Termination Payment
Flowserve Highlights Ability to Drive Enhanced Value Creation Through Strength of Platform and Momentum of the Flowserve Business System
DALLAS – July 29, 2025 – Flowserve Corporation (NYSE: FLS) (“Flowserve”), a leading provider of flow control products and services for the global infrastructure markets, today announced it has terminated its previously announced merger agreement for Flowserve to combine with Chart Industries, Inc. (NYSE: GTLS) (“Chart”). The termination follows the Flowserve Board of Directors’ decision not to submit a revised offer to merge with Chart, after being notified that Chart’s Board of Directors had determined that a recent unsolicited acquisition proposal from Baker Hughes (NASDAQ: BKR) constituted a “superior proposal” under the terms of the merger agreement. In accordance with the terms of the merger agreement, Flowserve will receive a $266 million termination payment.
“Flowserve is executing from a position of clear strength, driven by sustained financial momentum, impressive operational performance, and continued robust global demand for our mission-critical flow control solutions across the industrial spectrum,” said Scott Rowe, Flowserve’s President and Chief Executive Officer. “The decision not to pursue a revised offer for Chart demonstrates our commitment to financial discipline, as well as our confidence in the growth prospects of our standalone business. Our results reflect the successful execution of our 3D growth strategy—Diversify, Decarbonize, and Digitize—while the Flowserve Business System continues to enhance productivity, expand margins, accelerate decision-making, and unlock long-term value.”
Rowe continued, “We are generating strong free cash flow and delivering tangible progress across all business segments, positioning us to invest in innovation and strategic initiatives that support both our customers’ evolving needs and global sustainability trends. Backed by a resilient business model and an aligned, high-performing organization, we are confident in our ability to deliver sustained, profitable growth, generate superior returns, and create long-term value for shareholders.”
In a separate press release issued today, the Company announced its financial results for the second quarter ended June 30, 2025. Flowserve will host its conference call to discuss second quarter results on Wednesday, July 30, at 11:00 a.m. Eastern Time. The call can be accessed by shareholders and other interested parties on Flowserve’s Investors page.
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.
Investor Contacts
Brian Ezzell
Vice President, Investor Relations, Treasurer & Corporate Finance
(469) 420-3222
Tarek Zeni
Director, Investor Relations
(469) 420-4045
MediaContact
David Mason
Senior Director, Communications
(214) 500-9687
Andi Rose / Mahmoud Siddig
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
arose@joelefrank.com / msiddig@joelefrank.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: 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; economic, political and other risks associated with our international operations, including military actions, trade embargoes, 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; 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, such as litigation involving asbestos-containing material claims; 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.
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.