Flowco Holdings Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

On January 16, 2025, in connection with our IPO, we issued and sold 20,470,000 shares of our Class A common stock at a price to the public of $24.00 per share. All shares issued and sold were registered pursuant to a registration statement on Form S‑1 (File No. 333-283663), as amended (the “Registration Statement”), declared effective by the SEC on January 16, 2025.

The net proceeds from our IPO were approximately $461.8 million and were used to purchase 20,470,000 newly issued LLC Interests directly from Flowco LLC at a price per unit equal to the IPO price per share of Class A common stock less the underwriting discount. In turn, Flowco LLC used the net proceeds from its sale to us of newly issued LLC Interests as follows: (i) redeem approximately $20.9 million of Flowco LLC Interests from certain non-affiliate holders and (ii) with respect to the remainder, repay $440.0 million of indebtedness under our Credit Agreement. There has been no material change in the expected use of the net proceeds from our IPO as described under the heading Use of proceeds within Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholders’ Matters and Issuer Purchases of Equity Securities, in our Annual Report.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.