FLOTEK INDUSTRIES INC/CN/

FLOTEK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

(713)849-9911

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐ Accelerated filer ☒ Non-accelerated filer ☐

Smaller reporting company☒ 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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

At November 2, 2026, there were 36,281,571 outstanding shares of the registrant’s common stock, $0.0001 par value.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q (this “Quarterly Report”), unless the context otherwise requires, the terms “Flotek,” the "Company," "we," "us" and "our" refer to Flotek Industries, Inc. and its wholly-owned subsidiaries.

This Quarterly Report on Form 10-Q, and in particular, Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts, but instead represent the current assumptions and beliefs regarding future events of Flotek, many of which, by their nature, are inherently uncertain and outside the Company’s control. Such statements include, but are not limited to, statements regarding the Company’s financial outlook and expected operating results; the amount, timing and funding of the Company’s planned capital expenditures, including the Data Analytics capital investment plan, and the expected benefits thereof; anticipated revenues under the Company’s long-term contracts, including the ProFrac Agreement (defined below) and Contract Shortfall Fees (defined below) thereunder, the Lease Agreement (defined below) and the Utility Support Contract (as defined below); the total term of such contracts and the likelihood of their extension, renewal or early termination; the timing of the scaling and deployment of equipment; the total power capacity and operating performance of equipment once deployed; the Company’s ability to perform under and satisfy the terms and conditions of its contracts; the expansion of the Company’s technologies into new markets and applications, including behind-the-meter power generation and other industrial and infrastructure applications; the expected growth of the Company’s international operations; the anticipated use of proceeds from, and the Company’s ability to comply with the terms of, the Credit Agreement (defined below) and the ABL (defined below); the expected outcome, costs and effects of the Securities Class Action and the Derivative Action (each as defined in Part II, Item 1A — “Risk Factors” of this Quarterly Report) and any other legal proceedings; the effects of the termination of the PREPA Contract (defined below) and any related claims or disputes; estimates, projections, and statements related to the Company’s business plan or performance under the ProFrac Agreement, Lease Agreement, or Utility Support Contract; and assumptions upon which those statements are based. Although the forward-looking statements contained in this Quarterly Report reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management and are based on information available as of the date of this Quarterly Report.

The forward-looking statements relate to future industry trends and economic conditions, forecast performance or results of current and future initiatives and the outcome of contingencies and other uncertainties that may have a significant impact on the Company’s business, future operating results and liquidity. These forward-looking statements generally are identified by words including, but not limited to, “anticipate,” “believe,” “estimate,” “commit,” “budget,” “aim,” “potential,” “schedule,” “continue,” “intend,” “expect,” “plan,” “forecast,” “target,” “think,” “likely,” “project,” “seek” and similar expressions, or future-tense or conditional constructions such as “will,” “may,” “should,” “could” and “would,” or the negative thereof or other variations thereon or comparable terminology. The Company cautions that these statements are merely predictions and are not to be considered guarantees of future performance. Forward-looking statements may also include statements regarding the anticipated performance under long-term contracts or amendments thereto and the potential value thereof or potential revenue or liquidated damages thereunder. Forward-looking statements are based upon current expectations and assumptions that are subject to risks and uncertainties that can cause actual results to differ materially from those projected, anticipated or implied. Factors that could cause actual results to differ materially from anticipated results include, without limitation: the Company’s dependence on ProFrac Services, a related party, for a significant portion of its revenue, and the effect of changes in ProFrac Services’ activity levels, financial condition or purchasing decisions; the Company’s indebtedness, including under the Credit Agreement and the ABL, and its ability to comply with the covenants and other restrictions thereunder; the Company’s ability to execute its capital investment plan on budget and on schedule; demand for and pricing of the Company’s products and services, which are affected by oil and natural gas prices and drilling and completion activity; the Company’s ability to successfully commercialize its technologies outside of oil and gas; risks associated with international operations, including in the Middle East; the outcome of the Securities Class Action, the Derivative Action and any other investigations or legal proceedings, including the costs of defending such matters, the availability and adequacy of insurance coverage, and the diversion of management’s attention; volatility in the market price of the Company’s common stock, including as a result of reports published by short sellers; and risks related to the Company’s projects that are outside the Company's control, including, without limitation, securing fuel supply, international logistics, obtaining permits and governmental approvals, satisfying bonding, performance security and financing requirements, third-party equipment delivery, construction execution and scheduling, meeting execution deadlines and integrating systems, actions taken by governmental, regulatory or oversight authorities, including the termination, modification or invalidation of contracts such as the PREPA Contract, disputes among project participants, changes in government policy, tariffs and trade restrictions, political and regulatory developments, geopolitical instability or armed conflicts, severe weather events, and other factors that could impact project timing, costs, or performance.

A detailed discussion of potential risks and uncertainties that could cause actual results and events to differ materially from forward-looking statements includes, but is not limited to, those discussed in Part I, Item 1A — “Risk Factors” of the Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report” or “2025 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026 and Part II, Item 1A — “Risk Factors” in this Quarterly Report, and periodically in subsequent reports filed with the SEC. The Company has no obligation, and we disclaim any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law.

In certain places in this Quarterly Report on Form 10-Q, we may refer to statements provided by third parties that purport to describe trends or developments in supply chain or energy exploration and production activity and we specifically disclaim any responsibility for the accuracy and completeness of such information and have undertaken no steps to update or independently verify such information.

The following information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 — “Financial Statements” of this Quarterly Report on Form 10-Q and related disclosures and our 2025 Annual Report.

PART I - FINANCIAL INFORMATION