FLOTEK INDUSTRIES INC/CN/
For the period ended Jun 30, 2025. Filed Aug 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 8, 2025
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Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors contained in “Item 1A.-Risk Factors” in our 2024 Annual Report and “Item 1A.-Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (the “Q1 2025 Quarterly Report”), which could materially affect our business, financial condition and/or future results. As of June 30, 2025, there have been no material changes in our risk factors from those set forth in the 2024 Annual Report, except as set forth in our Q1 2025 Quarterly Report. The risks described in the 2024 Annual Report and the Q1 2025 Quarterly Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or those we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future results.
Unregistered Sales of Equity Securities
None.
Issuer Repurchases of Equity Securities
The Company’s stock compensation plans allow employees to elect to have shares withheld to satisfy their tax liabilities related to non-qualified stock options exercised or restricted stock vested or to pay the exercise price of the options. When this settlement method is elected by the employee, the Company repurchases the shares withheld upon vesting or exercise of the award. Repurchases of the Company’s equity securities during the three months ended June 30, 2025 that the Company made or were made on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act are as follows:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share |
|---|---|---|
| April 1, 2025 to April 30, 2025 | 5,523 | $6.82 |
| May 1, 2025 to May 31, 2025 | — | $— |
| June 1, 2025 to June 30, 2025 | 124 | $14.63 |
| Total | 5,647 |
(1) The Company purchases shares of its common stock (a) to satisfy tax withholding requirements and payment remittance obligations related to period vesting of restricted shares and exercise of non-qualified stock options and (b) to satisfy payments required for common stock upon the exercise of stock options.
None.
Not applicable.
Trading Arrangements
During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
Bylaws
Effective August 6, 2025, the Company’s Board of Directors approved and adopted certain amendments to the Second Amended and Restated Bylaws of the Company (as amended, the “Bylaws”), to reflect changes in Delaware law and make certain other clarifying or conforming language changes, in addition to technical or ministerial changes. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.6 hereto and is incorporated herein by reference.
| ExhibitNumber | Description of Exhibit | |
| 2.1 | *** | Membership Interest Purchase Agreement, dated as of May 18, 2020, by and between the Company, JP3 Measurement, LLC, the Sellers party thereto, and John A. Cardwell, as Seller Representative) (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 19, 2020). |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2007). | |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2009). | |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Flotek Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 7, 2020). | |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation (form of which is incorporated by reference to Appendix B to the Company’s Proxy Statement filed on April 5, 2022). | |
| 3.5 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Flotek Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on September 25, 2023). | |
| 3.6 | * | Second Amended and Restated Bylaws, as amended |
| 4.1 | Form of Certificate of Common Stock (incorporated by reference to Appendix E to the Company’s Definitive Proxy Statement filed on September 27, 2001). | |
| 4.2 | Form of Convertible Note (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 4, 2022). | |
| 4.3 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on February 4, 2022). | |
| 4.4 | 10% Convertible PIK Note dated May 17, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 18, 2022). | |
| 4.5 | Form of Pre-Funded Warrants (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 23, 2022). | |
| 4.6 | Form of Warrant to Purchase Common Stock issued to ProFrac GDM, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.1 | Asset Purchase Agreement, dated April 28, 2025, among ProFrac GDM, LLC, PWRTEK, LLC, ProFrac Holding Corp., ProFrac Services, LLC, Flotek Industries, Inc. and Flotek Chemistry LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.2 | Lease Agreement, dated April 28, 2025, between PWRTEK, LLC and ProFrac GDM, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.3 | Form of Note issued to ProFrac GDM, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.4 | Form of Voting Agreement (ProFrac) (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.5 | Form of D&O Voting Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.6 | Form of Parent Guaranty issued to ProFrac GDM, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.7 | Letter Agreement, dated as of April 28, 2025, between Amerisource Funding, Inc. and Flotek Industries, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on April 28, 2025). | |
| 10.8 | Flotek Industries, Inc. 2018 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on July 10, 2025). | |
| 31.1 | * | Rule 13a-14(a) Certification of Principal Executive Officer. |
| 31.2 | * | Rule 13a-14(a) Certification of Principal Financial Officer. |
| 32.1 | ** | Section 1350 Certification of Principal Executive Officer. |
| 32.2 | ** | Section 1350 Certification of Principal Financial Officer. |
| 101.INS | * | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document |
| 101.SCH | * | Inline XBRL Schema Document |
| 101.CAL | * | Inline XBRL Calculation Linkbase Document |
| 101.LAB | * | Inline XBRL Label Linkbase Document |
| 101.PRE | * | Inline XBRL Presentation Linkbase Document |
| 101.DEF | * | Inline XBRL Definition Linkbase Document |
| 104 | * | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed with this Form 10-Q. |
|---|---|
| ** | Furnished with this Form 10-Q, not filed. |
| *** | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission or its staff. |
SIGNATURES
Date: August 8, 2025
| FLOTEK INDUSTRIES, INC. | |
|---|---|
| By: | /s/ Ryan Ezell |
| Ryan Ezell | |
| Chief Executive Officer | |
| By: | /s/ Bond Clement |
| Bond Clement | |
| Chief Financial Officer (Principal Financial and Accounting Officer) | |
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