8-K

FLOWSERVE CORP (FLS)

8-K 2025-07-29 For: 2025-07-29
View Original
Added on April 09, 2026

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 29, 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>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 2.02 Results of Operations and Financial Condition.

On July 29, 2025, Flowserve Corporation, a New York corporation (the “Company”), issued a press release announcing financial results for the second quarter ended June 30, 2025. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 of Form 8-K and in Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

On July 30, 2025, the Company will make a presentation about its financial and operating results for the second quarter of 2025, as noted in the press release described in Item 2.02 above. The Company has posted the presentation on its website at http://www.flowserve.com under the “Investors” section.

The information in this Item 7.01 of Form 8-K and in Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No. Description
99.1 Press Release, dated July 29, 2025.
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: July 29, 2025 By: /s/ Amy B. Schwetz
Amy B. Schwetz
Senior Vice President, Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

Flowserve Corporation Reports Second Quarter 2025 Results

Strong Second Quarter Results Reflect Continued Execution of 3D Growth Strategy and

Success of the Flowserve Business System; Increases Full-year 2025 Earnings Guidance

DALLAS, July 29, 2025 – Flowserve Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, reported its financial results for the second quarter ended June 30, 2025.

Highlights:

Solid bookings of $1.1 billion, including $621 million of durable aftermarket bookings<br>
Robust gross margin and adjusted^1^ gross margin^2^ of 34.2% and 34.9%, respectively, both increased 260 basis points versus the prior year period
--- ---
Operating margin and adjusted operating margin^3^ of 12.3% and<br>14.6%, respectively, expanded 180 and 210 basis points compared to last year
--- ---
Reported and Adjusted Earnings Per Share (EPS)^4^ of 62 and 91<br>cents, respectively. Reported EPS includes adjusted items of 29 cents, comprised of below-the-line foreign exchange and merger transaction costs among other items<br>
--- ---
Strong cash from operations of $154 million driven by enhanced earnings generation
--- ---
Increased full-year 2025 Adjusted EPS guidance from $3.10-$3.30 to $3.25-$3.40, an increase of more than 25% at the midpoint of the range versus last year
--- ---

Management Commentary*:*

“Our strong second quarter results reflect the successful ongoing execution of our 3D strategy and the Flowserve Business System. We delivered another quarter of sales and earnings growth while also expanding margins, reflecting the resilience of our business model and progress on our operating initiatives. With the Flowserve Business System firmly established across the organization, we recently went live with our commercial excellence pillar to complement our 80/20 program and drive outsized growth, leveraging the optimized portfolio and delivering the best value to our customers,” said Scott Rowe, Flowserve’s President and Chief Executive Officer.

Rowe continued, “We are encouraged by our momentum through the first half of the year and remain confident in our ability to execute at a high level in any business environment. With our strong performance year-to-date combined with confidence in our outlook, we have increased our full-year adjusted EPS guidance. We are well positioned to deliver on our 2027 long-term targets and create value for our shareholders and stakeholders.”

Merger with Chart Industries, Inc.

In a separate press release issued today, Flowserve announced it has terminated its previously announced merger agreement 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.

Key Figures*:* ****

(dollars in millions, except per share) 2025 Q2 2024 Q2 Change YTD 2025 YTD 2024 Change
Backlog $ 2,853.2 $ 2,684.4 6.3% $ 2,853.2 $ 2,684.4 6.3%
Bookings $ 1,073.9 $ 1,246.1 (13.8%) $ 2,299.4 $ 2,283.8 0.7%
Original Equipment $ 453.3 $ 632.1 (28.3%) $ 990.2 $ 1,094.1 (9.5%)
Aftermarket $ 620.6 $ 614.0 1.1% $ 1,309.2 $ 1,189.7 10.0%
Sales^5^ $ 1,188.1 $ 1,156.9 2.7% $ 2,332.6 $ 2,244.4 3.9%
Organic (100) bps 150 bps
Acquisitions 260 bps 290 bps
Foreign Exchange 110 bps (50) bps
Operating Margin 12.3 % 10.5 % 180 bps 11.9 % 10.4 % 150 bps
Adjusted Operating Margin 14.6 % 12.5 % 210 bps 13.8 % 11.7 % 210 bps
Earnings Per Share $ 0.62 $ 0.55 12.7% $ 1.18 $ 1.11 6.3%
Adjusted Earnings Per Share $ 0.91 $ 0.73 24.7% $ 1.63 $ 1.31 24.4%
Cash From Operations $ 154.1 ($ 12.8 ) $166.9 $ 104.2 $ 49.5 $54.7

2025 Guidance:

The Company updated its full-year 2025 guidance, including increasing its Adjusted EPS target range.

Prior Range Current Range
Organic sales growth +3% to +5% +3% to +4%
Impact from acquisitions Approx. +300 bps Approx. +200 bps
Impact from foreign exchange translation Approx. (100) to 0 bps Approx. 0 bps
Total sales growth +5% to +7% +5% to +6%
Adjusted EPS $3.10 to $3.30 $3.25 to $3.40
Net interest expense Approx. $70 million Approx. $70 million
Adjusted tax rate Approx. 21% Approx. 20%
Capital expenditures $80 to $90 million $80 to $90 million

2025 Adjusted EPS guidance reflects the updated net impact of tariffs and excludes any impact from the Company’s annual assessment of actuarial-determined asbestos liabilities, which is typically performed in the third quarter.

2

Webcast and Conference Call Instructions:

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.

Footnotes (pages 1-2)

^1^ See Consolidated Reconciliation of Non-GAAP Financial Measures to the<br>Most Directly Comparable GAAP Financial Measure (unaudited) and Segment Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measure (unaudited) tables for a detailed<br>reconciliation of reported results to adjusted measures.
^2^ Adjusted gross margin is calculated by dividing adjusted gross profit by sales. Adjusted gross profit is<br>derived by excluding the adjusted items.
--- ---
^3^ Adjusted operating margin is calculated by dividing adjusted operating income by sales. Adjusted operating<br>income is derived by excluding the adjusted items.
--- ---
^4^ Adjusted 2025 EPS excludes potential realignment expenses, below-the-line foreign currency effects, actuarial-determined assessments of certain long-term liabilities and certain other discrete items which may arise during the year and utilizes foreign exchange rates<br>of the prior 30-day period and approximately 132 million fully diluted shares.
--- ---
^5^ Organic is defined as the change in Sales, as defined by U.S. GAAP, excluding the impacts of currency<br>translation and acquisitions. The impact of currency translation is calculated by translating current year results on a monthly basis at prior year exchange rates for the same period.
--- ---

3

LOGO

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended June 30,
(Amounts in thousands, except per share data) 2025 2024
Sales $ 1,188,092 $ 1,156,892
Cost of sales (781,510 ) (790,796 )
Gross profit 406,582 366,096
Selling, general and administrative expense (265,908 ) (238,627 )
Loss on sale of business (12,981 )
Net earnings from affiliates 5,916 6,816
Operating income 146,590 121,304
Interest expense (20,253 ) (16,917 )
Interest income 2,526 1,174
Other expense, net (25,003 ) (5,263 )
Earnings before income taxes 103,860 100,298
Provision for income taxes (15,636 ) (23,846 )
Net earnings, including noncontrolling interests 88,224 76,452
Less: Net earnings attributable to noncontrolling interests (6,470 ) (3,836 )
Net earnings attributable to Flowserve Corporation $ 81,754 $ 72,616
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 0.62 $ 0.55
Diluted 0.62 0.55
Weighted average shares – basic 130,846 131,656
Weighted average shares – diluted 131,599 132,415

Consolidated Reconciliation of Non-GAAP Financial Measures to theMost Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands, except per share data)

Three Months Ended June 30, 2025 GrossProfit Selling,General &AdministrativeExpense OperatingIncome OtherIncome(Expense),Net ProvisionFor(BenefitFrom)IncomeTaxes NetEarnings(Loss) EffectiveTaxRate DilutedEPS
Reported $ 406,582 **** $ 265,908 **** $ 146,590 **** $ (25,003 ) $ 15,636 **** $ 81,754 **** **** 15.1 % **** 0.62
Reported as a percent of sales 34.2 % 22.4 % 12.3 % -2.1 % 1.3 % 6.9 %
Realignment charges (a) 5,106 1,787 3,319 1,318 2,001 39.7 % 0.02
Acquisition related (b) 752 (3,190 ) 3,942 927 3,015 23.5 % 0.02
Purchase accounting step-up and intangible asset<br>amortization (c) 2,642 (1,300 ) 3,942 1,186 2,756 30.1 % 0.02
Discrete items (d)(e) 42 (382 ) 424 1,500 453 1,471 23.5 % 0.01
Merger transaction costs (f) (15,515 ) 15,515 3,649 11,866 23.5 % 0.09
Below-the-line<br>foreign exchange impacts (g) 20,023 2,910 17,113 14.5 % 0.13
Adjusted $ 415,124 **** $ 247,308 **** $ 173,732 **** $ (3,480 ) $ 26,079 **** $ 119,976 **** **** 17.1 % **** 0.91
Adjusted as a percent of sales 34.9 % 20.8 % 14.6 % -0.3 % 2.2 % 10.1 %

Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs of which $1,500 is non-cash.
(b) Charge represents acquisition and integration related costs associated with the MOGAS acquisition.<br>
--- ---
(c) Charge represents amortization of step-up in value of acquired<br>inventories and acquisition related intangible assets associated with the MOGAS acquisition.
--- ---
(d) Charge represents share-based compensation expense associated with a<br>one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.
--- ---
(e) Charge of $1,500 represents a pension settlement accounting loss incurred in conjunction with the freeze of our<br>US Qualified pension plan.
--- ---
(f) Charge represents transaction costs incurred associated with the Chart Industries merger.<br>
--- ---
(g) Below-the-line foreign exchange<br>impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency. <br>
--- ---

5

Three Months Ended June 30,2024 GrossProfit Selling,General &AdministrativeExpense Loss onSale ofBusiness OperatingIncome OtherIncome(Expense),Net Provision For(BenefitFrom)IncomeTaxes NetEarnings(Loss) EffectiveTaxRate DilutedEPS
Reported $ 366,096 **** $ 238,627 **** $ 12,981 **** $ 121,304 **** $ (5,263 ) $ 23,846 **** $ 72,616 **** **** 23.8 % **** 0.55
Reported as a percent of sales 31.6 % 20.6 % 1.1 % 10.5 % -0.5 % 2.1 % 6.3 %
Realignment charges (a) 7,521 267 (12,981 ) 20,235 1,558 18,677 7.7 % 0.14
Discrete items (b) (1,100 ) 1,100 259 841 23.5 % 0.01
Discrete asset write-downs (c)(d) (1,795 ) 1,795 3,567 1,342 4,020 25.0 % 0.03
Below-the-line<br>foreign exchange impacts (e) 207 29 178 13.9 % 0.00
Adjusted $ 373,617 **** $ 235,999 **** $ **** $ 144,434 **** $ (1,489 ) $ 27,034 **** $ 96,332 **** **** 21.3 % **** 0.73
Adjusted as a percent of sales 32.3 % 20.4 % 0.0 % 12.5 % -0.1 % 2.3 % 8.3 %

Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs of which $19,200 is non-cash.
(b) Charge represents costs associated with merger and acquisition activity.
--- ---
(c) Charge represents a $1,795 non-cash write-down of a software asset.<br>
--- ---
(d) Charge represents a $3,567 non-cash write-down of a debt investment.<br>
--- ---
(e) Below-the-line foreign exchange<br>impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency.
--- ---

SEGMENT INFORMATION

(Unaudited)

FLOWSERVE PUMPS DIVISION Three Months EndedJune 30,
(Amounts in millions, except percentages) 2025 2024
Bookings $ 723.8 $ 898.8
Sales 818.9 812.2
Gross profit 299.2 260.2
Gross profit margin 36.5 % 32.0 %
SG&A 142.4 136.1
Segment operating income 162.7 131.0
Segment operating income as a percentage of sales 19.9 % 16.1 %

6

FLOW CONTROL DIVISION Three Months EndedJune 30,
(Amounts in millions, except percentages) 2025 2024
Bookings $ 354.7 $ 349.2
Sales 371.5 347.7
Gross profit 107.7 106.3
Gross profit margin 29.0 % 30.6 %
SG&A 69.9 61.0
Loss on sale of business (13.0 )
Segment operating income 37.8 32.3
Segment operating income as a percentage of sales 10.2 % 9.3 %

Segment Reconciliation of Non-GAAP Financial Measures to the Most DirectlyComparable GAAP Financial Measure (Unaudited)

(Amounts in thousands)

Flowserve Pumps Division

Three Months EndedJune 30, 2025 GrossProfit Selling,General &AdministrativeExpense OperatingIncome
Reported $ 299,229 **** $ 142,400 **** $ 162,745 ****
Reported as a percent of sales 36.5 % 17.4 % 19.9 %
Realignment charges (a) 1,888 (1,749 ) 3,637
Discrete items (b) 35 (99 ) 134
Adjusted $ 301,152 **** $ 140,552 **** $ 166,516 ****
Adjusted as a percent of sales 36.8 % 17.2 % 20.3 %
Three Months EndedJune 30, 2024 GrossProfit Selling,General &AdministrativeExpense OperatingIncome
--- --- --- --- --- --- --- --- --- ---
Reported $ 260,215 **** $ 136,053 **** $ 130,978 ****
Reported as a percent of sales 32.0 % 16.8 % 16.1 %
Realignment charges (a) 7,378 720 6,658
Adjusted $ 267,593 **** $ 136,773 **** $ 137,636 ****
Adjusted as a percent of sales 32.9 % 16.8 % 16.9 %

7

Flow Control Division

Three Months EndedJune 30, 2025 GrossProfit Selling,General &AdministrativeExpense OperatingIncome
Reported $ 107,694 **** $ 69,923 **** $ 37,771 ****
Reported as a percent of sales 29.0 % 18.8 % 10.2 %
Realignment charges (a) 3,217 3,504 (287 )
Acquisition related (c) 752 (3,190 ) 3,942
Purchase accounting step-up and intangible asset<br>amortization (d) 2,642 (1,300 ) 3,942
Discrete items (b) 5 (99 ) 104
Adjusted $ 114,310 **** $ 68,838 **** $ 45,472 ****
Adjusted as a percent of sales 30.8 % 18.5 % 12.2 %

Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs of which $1,500 is non-cash.
(b) Charge represents share-based compensation expense associated with a<br>one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.
--- ---
(c) Charge represents acquisition and integration-related costs associated with the MOGAS acquisition.<br>
--- ---
(d) Charge represents amortization of step-up in value of acquired<br>inventories and acquisition related intangible assets associated with the MOGAS acquisition.<br>
--- ---
Three Months EndedJune 30, 2024 GrossProfit Selling,General &AdministrativeExpense Loss onSale ofBusiness OperatingIncome
--- --- --- --- --- --- --- --- --- --- --- --- ---
Reported $ 106,271 **** $ 61,034 **** $ 12,981 **** $ 32,251 ****
Reported as a percent of sales 30.6 % 17.6 % 3.7 % 9.3 %
Realignment charges (a) 221 53 (12,981 ) 13,149
Discrete items (b) (1,100 ) 1,100
Adjusted $ 106,492 **** $ 59,987 **** $ **** $ 46,500 ****
Adjusted as a percent of sales 30.6 % 17.3 % 0.0 % 13.4 %

Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs of which $19,200 is non-cash.
(b) Charge represents costs associated with merger and acquisition activity.<br>
--- ---

8

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Six Months Ended June 30,
(Amounts in thousands, except per share data) 2025 2024
Sales $ 2,332,635 $ 2,244,371
Cost of sales (1,556,719 ) (1,539,307 )
Gross profit 775,916 705,064
Selling, general and administrative expense (509,085 ) (467,045 )
Loss on sale of business (12,981 )
Net earnings from affiliates 11,648 9,344
Operating income 278,479 234,382
Interest expense (39,428 ) (32,233 )
Interest income 4,271 2,343
Other expense, net (42,262 ) (6,137 )
Earnings before income taxes 201,060 198,355
Provision for income taxes (33,379 ) (43,988 )
Net earnings, including noncontrolling interests 167,681 154,367
Less: Net earnings attributable to noncontrolling interests (12,022 ) (7,531 )
Net earnings attributable to Flowserve Corporation $ 155,659 $ 146,836
Net earnings per share attributable to Flowserve Corporation common shareholders:
Basic $ 1.19 $ 1.12
Diluted 1.18 1.11
Weighted average shares – basic 131,206 131,583
Weighted average shares – diluted 132,135 132,392

9

Consolidated Reconciliation of Non-GAAP Financial Measures to theMost Directly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands, except per share data)

Six Months Ended June 30, 2025 GrossProfit Selling,General &AdministrativeExpense OperatingIncome OtherIncome(Expense),Net ProvisionFor(BenefitFrom)IncomeTaxes NetEarnings(Loss) EffectiveTaxRate DilutedEPS
Reported $ 775,916 **** $ 509,085 **** $ 278,479 **** $ (42,262 ) $ 33,379 **** $ 155,659 **** **** 16.6 % **** 1.18
Reported as a percent of sales 33.3 % 21.8 % 11.9 % -1.8 % 1.4 % 6.7 %
Realignment charges (a) 15,121 3,091 12,030 3,189 8,841 26.5 % 0.07
Acquisition related (b) 752 (4,471 ) 5,223 1,228 3,995 23.5 % 0.03
Purchase accounting step-up and intangible asset<br>amortization (c) 6,117 (2,600 ) 8,717 2,547 6,170 29.2 % 0.05
Discrete items (d)(e) 75 (765 ) 840 3,000 903 2,937 23.5 % 0.02
Merger transaction costs (f) (15,515 ) 15,515 3,649 11,866 23.5 % 0.09
Below-the-line<br>foreign exchange impacts (g) 31,396 5,355 26,041 17.1 % 0.20
Adjusted $ 797,981 **** $ 488,825 **** $ 320,804 **** $ (7,866 ) $ 50,250 **** $ 215,509 **** **** 18.1 % **** 1.63
Adjusted as a percent of sales 34.2 % 21.0 % 13.8 % -0.3 % 2.2 % 9.2 %

Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs of which $3,000 is non-cash.
(b) Charge represents acquisition and integration related costs associated with the MOGAS acquisition.<br>
--- ---
(c) Charge represents amortization of step-up in value of acquired<br>inventories and acquisition related intangible assets associated with the MOGAS acquisition.
--- ---
(d) Charge represents share-based compensation expense associated with a<br>one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.
--- ---
(e) Charge of $3,000 represents a pension settlement accounting loss incurred in conjunction with the freeze of our<br>US Qualified pension plan.
--- ---
(f) Charge represents transaction costs incurred associated with the Chart Industries merger.<br>
--- ---
(g) Below-the-line foreign exchange<br>impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency.
--- ---
Six Months EndedJune 30, 2024 GrossProfit Selling,General &AdministrativeExpense Loss onSale ofBusiness OperatingIncome Other Income(Expense), Net Provision For(Benefit From)Income Taxes NetEarnings(Loss) EffectiveTax Rate DilutedEPS
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Reported $ 705,064 **** $ 467,045 **** $ 12,981 **** $ 234,382 **** $ (6,137 ) $ 43,988 **** $ 146,836 **** **** 22.2 % **** 1.11 ****
Reported as a percent of sales 31.4 % 20.8 % 0.6 % 10.4 % -0.3 % 2.0 % 6.5 %
Realignment charges (a) 13,194 (1,227 ) (12,981 ) 27,402 2,281 25,121 8.3 % 0.19
Discrete items (b)(c) 900 (900 ) 259 (1,159 ) -28.8 % (0.01 )
Discrete asset write-downs (d)(e) (1,795 ) 1,795 3,567 1,342 4,020 25.0 % 0.03
Below-the-line<br>foreign exchange impacts (f) (1,116 ) (22 ) (1,094 ) 2.0 % (0.01 )
Adjusted $ 718,258 **** $ 464,923 **** $ **** $ 262,679 **** $ (3,686 ) $ 47,848 **** $ 173,724 **** **** 20.9 % **** 1.31 ****
Adjusted as a percent of sales 32.0 % 20.7 % 0.0 % 11.7 % -0.2 % 2.1 % 7.7 %

10

Note: Amounts may not calculate due to rounding

(a) Charges represent realignment costs incurred as a result of realignment programs of which $20,000 is non-cash.
(b) Represents a reduction to reserves of $2,000 associated with our ongoing financial exposure in Russia that were<br>adjusted for Non-GAAP measures when established in 2022.
--- ---
(c) Charge represents $1,100 of costs associated with merger and acquisition activity.
--- ---
(d) Charge represents a $1,795 non-cash write-down of a software asset.<br>
--- ---
(e) Charge represents a $3,567 non-cash write-down of a debt investment.<br>
--- ---
(f) Below-the-line foreign exchange<br>impacts represent the remeasurement of foreign exchange derivative contracts as well as the remeasurement of assets and liabilities that are denominated in a currency other than a site’s respective functional currency.
--- ---

SEGMENT INFORMATION

(Unaudited)

FLOWSERVE PUMPS DIVISION Six Months Ended June 30,
(Amounts in millions, except percentages) 2025 2024
Bookings $ 1,576.1 $ 1,602.2
Sales 1,602.1 1,581.6
Gross profit 567.7 508.2
Gross profit margin 35.4 % 32.1 %
SG&A 280.1 275.8
Segment operating income 299.3 241.9
Segment operating income as a percentage of sales 18.7 % 15.3 %
FLOW CONTROL DIVISION Six Months Ended June 30,
--- --- --- --- --- --- ---
(Amounts in millions, except percentages) 2025 2024
Bookings $ 730.4 $ 689.9
Sales 735.6 668.2
Gross profit 207.9 199.0
Gross profit margin 28.3 % 29.8 %
SG&A 138.6 119.0
Loss on sale of business (13.0 )
Segment operating income 69.3 67.0
Segment operating income as a percentage of sales 9.4 % 10.0 %

11

Segment Reconciliation of Non-GAAP Financial Measures to the MostDirectly Comparable GAAP Financial Measure (Unaudited)

(Amounts in thousands)

Flowserve Pumps Division

Six Months Ended June 30,2025 GrossProfit Selling,General &AdministrativeExpense OperatingIncome
Reported $ 567,691 **** $ 280,080 **** $ 299,259 ****
Reported as a percent of sales 35.4 % 17.5 % 18.7 %
Realignment charges (a) 4,867 (751 ) 5,618
Discrete items (b) 63 (224 ) 287
Adjusted $ 572,621 **** $ 279,105 **** $ 305,164 ****
Adjusted as a percent of sales 35.7 % 17.4 % 19.0 %
Six Months Ended June 30,2024 GrossProfit Selling,General &AdministrativeExpense OperatingIncome
--- --- --- --- --- --- --- --- --- ---
Reported $ 508,153 **** $ 275,763 **** $ 241,872 ****
Reported as a percent of sales 32.1 % 17.4 % 15.3 %
Realignment charges (a) 12,422 (321 ) 12,743
Discrete item (b) 2,000 (2,000 )
Adjusted $ 520,575 **** $ 277,442 **** $ 252,615 ****
Adjusted as a percent of sales 32.9 % 17.5 % 16.0 %

Flow Control Division

Six Months Ended June 30,2025 GrossProfit Selling,General &AdministrativeExpense OperatingIncome
Reported $ 207,881 **** $ 138,627 **** $ 69,254 ****
Reported as a percent of sales 28.3 % 18.8 % 9.4 %
Realignment charges (a) 10,319 3,625 6,694
Acquisition related (c) 752 (4,471 ) 5,223
Purchase accounting step-up and intangible asset<br>amortization (d) 6,117 (2,600 ) 8,717
Discrete items (b) 9 (163 ) 172
Adjusted $ 225,078 **** $ 135,018 **** $ 90,060 ****
Adjusted as a percent of sales 30.6 % 18.4 % 12.2 %
Six Months EndedJune 30, 2024 GrossProfit Selling,General &AdministrativeExpense Loss onSale ofBusiness OperatingIncome
--- --- --- --- --- --- --- --- --- --- --- --- ---
Reported $ 198,966 **** $ 119,026 **** $ 12,981 **** $ 66,959 ****
Reported as a percent of sales 29.8 % 17.8 % 1.9 % 10.0 %
Realignment charges (a) 988 (61 ) (12,981 ) 14,030
Discrete item (c) (1,100 ) 1,100
Adjusted $ 199,954 **** $ 117,865 **** $ **** $ 82,089 ****
Adjusted as a percent of sales 29.9 % 17.6 % 0.0 % 12.3 %

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Note: Amounts may not calculate due to rounding Note: Amounts may not calculate due to rounding
(a)   Charges<br>represent realignment costs incurred as a result of realignment programs of which $3,000 is non-cash.<br><br><br>(b)   Charge represents share-based compensation expense associated with a one-time discretionary restricted stock grant, subject to three-year cliff vesting, provided to certain employees in conjunction with the freeze of our US Qualified pension plan.<br><br><br>(c)   Charge represents acquisition and integration-related costs associated with the MOGAS<br>acquisition.<br> <br>(d)   Charge represents amortization of<br>step-up in value of acquired inventories and acquisition related intangible assets associated with the MOGAS acquisition. (a)   Charges<br>represent realignment costs incurred as a result of realignment programs of which $20,000 is non-cash.<br><br><br>(b)   Represents a reduction to reserves associated with our ongoing financial exposure in Russia<br>that were adjusted for Non-GAAP measures when established in 2022.<br><br><br>(c)   Charge represents costs associated with merger and acquisition activity.

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Second Quarter and Year-to-Date 2025—Segment Results
(dollars in millions, comparison vs. 2024 second quarter and year-to-date, unaudited)
FPD FCD
2nd Qtr Full Year 2nd Qtr Full Year
Bookings $ 723.8 $ 1,576.1 $ 354.7 $ 730.4
- vs. prior year -175.1 -19.5 % -26.2 -1.6 % 5.4 1.6 % 40.5 5.9 %
- on constant currency -185.0 -20.6 % -15.8 -1.0 % 3.5 1.0 % 43.5 6.3 %
Sales $ 818.9 $ 1,602.1 $ 371.5 $ 735.6
- vs. prior year 6.8 0.8 % 20.5 1.3 % 23.8 6.8 % 67.3 10.1 %
- on constant currency -2.3 -0.3 % 30.3 1.9 % 20.4 5.9 % 69.3 10.4 %
Gross Profit $ 299.2 $ 567.7 $ 107.7 $ 207.9
- vs. prior year 15.0 % 11.7 % 1.3 % 4.5 %
Gross Margin (% of sales) 36.5 % 35.4 % 29.0 % 28.3 %
- vs. prior year (in basis points) 450 bps 330 bps (160 ) bps (150 ) bps
Operating Income $ 162.7 $ 299.3 $ 37.8 $ 69.3
- vs. prior year 31.8 24.2 % 57.4 23.7 % 5.5 17.1 % 2.3 3.4 %
- on constant currency 29.4 22.5 % 58.5 24.2 % 5.6 17.2 % 3.1 4.7 %
Operating Margin (% of sales) 19.9 % 18.7 % 10.2 % 9.4 %
- vs. prior year (in basis points) 380 bps 340 bps 90 bps (60 ) bps
Adjusted Operating Income * $ 166.5 $ 305.2 $ 45.5 $ 90.1
- vs. prior year 28.9 21.0 % 52.5 20.8 % -1.0 -2.2 % 8.0 9.7 %
- on constant currency 26.5 19.3 % 53.7 21.2 % -1.0 -2.2 % 8.8 10.7 %
Adj. Oper. Margin (% of sales)* 20.3 % 19.0 % 12.2 % 12.2 %
- vs. prior year (in basis points) 340 bps 300 bps (120) bps (10) bps
Backlog $ 1,980.7 $ 880.9
* Adjusted Operating Income and Adjusted Operating Margin exclude realignment charges and other specific discrete<br>items
--- ---

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CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 31,
(Amounts in thousands, except par value) 2024
ASSETS
Current assets:
Cash and cash equivalents 629,203 $ 675,441
Accounts receivable, net of allowance for expected credit losses of 91,911 and 79,059,<br>respectively 1,049,817 976,739
Contract assets, net of allowance for expected credit losses of 4,577 and 3,404,<br>respectively 339,355 298,906
Inventories 864,532 837,254
Prepaid expenses and other 121,121 116,157
Total current assets 3,004,028 2,904,497
Property, plant and equipment, net of accumulated depreciation of 1,223,841 and 1,142,667,<br>respectively 558,345 539,703
Operating lease<br>right-of-use assets, net 163,171 159,400
Goodwill 1,337,747 1,286,295
Deferred taxes 224,017 221,742
Other intangible assets, net 182,489 188,604
Other assets, net of allowance for expected credit losses of 65,830 and 66,081,<br>respectively 212,728 200,580
Total assets 5,682,525 $ 5,500,821
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable 573,433 $ 545,310
Accrued liabilities 495,425 561,486
Contract liabilities 283,181 283,670
Debt due within one year 44,870 44,059
Operating lease liabilities 33,473 33,559
Total current liabilities 1,430,382 1,468,084
Long-term debt due after one year 1,440,676 1,460,132
Operating lease liabilities 148,806 149,838
Retirement obligations and other liabilities 383,659 371,055
Shareholders’ equity:
Preferred shares, 1.00 par value
Shares authorized – 1,000, no shares issued
Common shares, 1.25 par value 220,991 220,991
Shares authorized – 305,000
Shares issued – 176,793 and 176,793, respectively
Capital in excess of par value 489,530 502,045
Retained earnings 4,125,669 4,025,750
Treasury shares, at cost – 46,233 and 45,688 shares, respectively (2,036,348 ) (2,007,869 )
Deferred compensation obligation 6,413 8,172
Accumulated other comprehensive loss (583,204 ) (741,424 )
Total Flowserve Corporation shareholders’ equity 2,223,051 2,007,665
Noncontrolling interests 55,951 44,047
Total equity 2,279,002 2,051,712
Total liabilities and equity 5,682,525 $ 5,500,821

All values are in US Dollars.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months EndedJune 30,
(Amounts in thousands) 2025 2024
Cash flows – Operating activities:
Net earnings, including noncontrolling interests $ 167,681 $ 154,367
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation 38,695 37,883
Amortization of intangible and other assets 9,589 4,391
Loss on sale of business 12,981
Stock-based compensation 18,822 17,400
Foreign currency, asset write downs and other non-cash<br>adjustments (877 ) 10,935
Change in assets and liabilities:
Accounts receivable, net (22,631 ) (168,540 )
Inventories 14,208 3,603
Contract assets, net (28,930 ) (13,267 )
Prepaid expenses and other, net 13,589 10,945
Accounts payable (10,414 ) 14,376
Contract liabilities (15,254 ) 10,894
Accrued liabilities (84,466 ) (47,795 )
Retirement obligations and other liabilities (3,138 ) 4,402
Net deferred taxes 7,338 (3,100 )
Net cash flows provided by operating activities 104,212 49,475
Cash flows – Investing activities:
Capital expenditures (28,340 ) (28,289 )
Proceeds from disposal of assets 867
Payments for disposition of business (2,352 )
Other 551
Net cash flows (used) by investing activities (27,473 ) (30,090 )
Cash flows – Financing activities:
Payments on term loan (18,750 ) (30,000 )
Proceeds under revolving credit facility 50,000 100,000
Payments under revolving credit facility (50,000 ) (25,000 )
Proceeds under other financing arrangements 3,072 562
Payments under other financing arrangements (1,231 ) (1,460 )
Repurchases of common shares (52,797 ) (16,161 )
Payments related to tax withholding for stock-based compensation (11,337 ) (9,093 )
Payments of dividends (55,209 ) (55,259 )
Contingent consideration payment related to acquired business (15,000 )
Other (3,192 ) (272 )
Net cash flows (used) by financing activities (154,444 ) (36,683 )
Effect of exchange rate changes on cash and cash equivalents 31,467 (13,297 )
Net change in cash and cash equivalents (46,238 ) (30,595 )
Cash and cash equivalents at beginning of period 675,441 545,678
Cash and cash equivalents at end of period $ 629,203 $ 515,083

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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.

Flowserve Contacts

Investor Contacts:
Brian Ezzell, Vice President, Investor Relations, Treasurer & Corporate Finance (469) 420-3222
Tarek Zeni, Director, Investor Relations (469) 420-4045
Media Contact:
David Mason, Senior Director, Communications (214) 500-9687

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.

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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.

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