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Flowco Holdings Inc.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

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.

Sep 30, 2025 · Filed Nov 5, 2025

FLOC$20.06+5.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0000950170-25-102962

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001193125-25-266883

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 106 previous paragraphs and 110 current paragraphs.

68 unchanged; 26 reworded; 15 added; 2 removed; 10 previous and 1 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

On July 4, 2025, the OBBBA was enacted into law in the United States (“U.S.”). The OBBBA makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act, which were set to expire at the end of 2025.

Current report

Specifically, the OBBBA includes provisions that, beginning in 2025, make permanent full expensing of tangible personal property and restore favorable tax treatment for certain business provisions. This legislation has multiple effective dates, with certain provisions effective starting in 2025 and others implemented in 2026 and into 2027. In addition to the reinstatement of full expensing of tangible personal property, we are currently assessing the impacts of other provisions of the OBBBA on our consolidated financial statements.

Current report

In July 2025, we entered into an asset purchase agreement with Archrock, Inc., pursuant to which we acquired certain HPGL and VRU systems, the related customer contracts and inventory for $71 million in cash. This transaction closed on August 1, 2025.

Current report

Vapor recovery fleet size experienced an increase of 207 average active systems per month from 2,852 during the three months ended September 30, 2024 to 3,058 average active vapor recovery active units per month during three months ended September 30, 2025. Additionally, average rental rate also had a $431 increase in average monthly price from $4,506 during the three months ended September 30, 2024 to $4,938 per unit during the three months ended September 30, 2025. These increases approximate 7% and 10% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $6.6 million, or approximately 17%.

Current report

Revenue – sales. Sales revenue was $70.0 million for the three months ended September 30, 2025, a decrease of $32.2 million, or 31%, from $102.1 million for the three months ended September 30, 2024. This decrease in sales revenue was primarily due to a completion of a project for a customer and a shift in purchasing patterns from our operators from historically purchasing our VRUs to recently seeking out the rental options within the Natural Gas Technologies segment.

Current report

Cost of rentals. Rental cost was $29.3 million in the three months ended September 30, 2025, an increase of $4.0 million, or approximately 16%, from $25.3 million for the three months ended September 30, 2024. The primary drivers of this increase relate to increased costs of approximately $2.9 million and $1.1 million associated with surface equipment rental fleet and vapor recovery rental units, respectively. These increases approximate to 24% and 8%, respectively, and align with the percentage increases of surface equipment and vapor recovery rental revenues of 27% and 17%, respectively, above.

Current report

Cost of sales. Sales cost was $44.9 million for the three months ended September 30, 2025, a decrease of $30.6 million, or approximately 41%, from $75.5 million for the three months ended September 30, 2024. This decrease was primarily attributable to the reduced sales volume from our natural gas systems sales within the Natural Gas Technologies segment resulting from a completion of a project for a customer and a shift in purchasing patterns by our customers.

Current report

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended September 30, 2025 were $29.0 million, an increase of $4.0 million from $25.0 million for the three months ended September 30, 2024. This increase was primarily attributable to $1.3 million settlement expenses related to a lawsuit within our Production Solutions segment during the three months ended September 30, 2025 and an additional $1.5 million expense related to stock-based compensation for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The remaining increase of approximately $1.3 million relate to the added personnel, marketing, and sales expenses as we continue to grow as a publicly traded company.

Current report

Depreciation and amortization. Depreciation and amortization was $39.0 million for the three months ended September 30, 2025 an increase of $8.4 million, from $30.6 million for the three months ended September 30, 2024. The increase was primarily attributable to the organic growth of our rental fleet and the additional deprecation expense related to the HPGL and VRU systems acquired in the Archrock acquisition.

Current report

Income tax benefit (provision). Income tax benefit was $2.2 million for the three months ended September 30, 2025, a favorable swing of $2.6 million from income tax provision of $0.4 million for the three months ended September 30, 2024. After the consummation of the IPO, we became subject to U.S. federal, state, and local income taxes with respect to our allocable share of taxable income of Flowco Holdings at the prevailing corporate tax rates. During the three months ended September 30, 2025, we were able to utilize the recently made permanent full expensing of tangible personal property via the OBBBA provisions. As such, we were able to downward revise our tax provision for the nine months ended September 30, 2025 to arrive at a tax benefit position for the three months ended September 30, 2025. Income tax provision reversal for the three months ended September 30, 2025 was $2.9 million, offset partially with an increase in Texas margin tax of approximately $0.7 million.

Current report

nine months ended September 30, 2025 Compared tonine months ended September 30, 2024

Current report

During the three months ended September 30, 2025, we repurchased and subsequently retired 953,229 shares of our Class A common stock at an average price of $15.72 per share, excluding commissions.

Current report

On September 26, 2025, management executed a 10b5-1 repurchase plan agreement (the “Repurchase Plan Agreement”) with a third-party financial institution (the “Agent”) granting the Agent the authority to execute open-market repurchases on our behalf, up to the daily volume limit permitted under Rule 10b-18 of the Securities Exchange Act of 1934. There were no shares repurchased under the Repurchase Plan Agreement during the three months ended September 30, 2025. The Repurchase Plan Agreement is set to commence on November 6, 2025 and shall terminate upon the earliest of close of business on February 6, 2026, or the completion of all purchases contemplated by the Repurchase Plan Agreement. The Repurchase Plan Agreement has a maximum authorized amount of $15.0 million.
Removed paragraphs (2)

Previous report

SIX MONTHS ENDED JUNE 30, 2025 Compared to SIX MONTHS ENDED JUNE 30, 2024

Previous report

Cost of sales. Sales cost was $128.1 million for the six months ended June 30, 2025, an increase of $79.6 million, or approximately 164%, from $48.5 million for the six months ended June 30, 2024. This increase was primarily attributable to $80.5 million of costs related to Flowco Productions within the Production Solution segment and $15.9 million of costs related to Flogistix within the Natural Gas Technologies segment as part of the 2024 Business
Reworded paragraphs (26)

Previous wording

As of June 30, 2025, our Production Solutions and Natural Gas Technologies segments operated a combine fleet of over 4,400 active systems, generating consistent, recurring revenues through the long production life of wells. For a more detailed overview of our business, see Part 1. Item 1. Business and Part 1. Item 2. Properties included in our Annual Report.

Current wording

As of September 30, 2025, our Production Solutions and Natural Gas Technologies segments operated a combine fleet of over 4,600 active systems, generating consistent, recurring revenues through the long production life of wells. For a more detailed overview of our business, see Part 1. Item 1. Business and Part 1. Item 2. Properties included in our Annual Report.

Previous wording

Rental revenue was $102.1 million for the three months ended June 30, 2025, an increase of $50.5 million, or 98%, from $51.6 million for the three months ended June 30, 2024. This increase in rental revenue was driven primarily by two factors as follows:

Current wording

Revenue – rentals. Rental revenue was $107.0 million for the three months ended September 30, 2025, an increase of $19.7 million, or 23%, from $87.2 million for the three months ended September 30, 2024. This increase in rental revenue was driven primarily by two factors as follows:

Previous wording

Surface equipment fleet size experienced an increase of 72 average active systems per month from 1,414 during the six months ended June 30, 2024, to 1,486 average active surface equipment systems per month during the six months ended June 30, 2025. Additionally, average rental rate also had a $1,661 increase in average monthly price from $11,012 per unit during the six months ended June 30, 2024 to $12,673 per unit during the six months ended June 30, 2025. These increases approximate 5% and 15% for fleet size and average rental rate per unit, respectively.

Current wording

Surface equipment fleet size experienced an increase of 112 average active systems per month from 1,447 during the three months ended September 30, 2024, to 1,559 average active surface equipment systems per month during the three months ended September 30, 2025. Additionally, average rental rate also had a $2,051 increase in average monthly price from $11,342 per unit during the three months ended September 30, 2024 to $13,393 per unit during the three months ended September 30, 2025. These increases approximate 8% and 18% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $13.1 million, or approximately 27%.

Previous wording

Additionally, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment in addition to sales to our customers. Approximately $17.1 million of intercompany natural gas system sales to the Production Solutions segment was recognized in the three months ended June 30, 2025 as we continued to grow our Production Solutions segment, an increase of approximately $10.9 million in intercompany revenues from approximately $6.2 million in the three months ended June 30, 2024. All intercompany revenues have been eliminated in consolidation.

Current wording

Additionally, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment in addition to sales to our customers. Approximately $18.1 million of intercompany natural gas system sales to the Production Solutions segment was recognized in the three months ended September 30, 2025 as we continued to grow our Production Solutions segment, an increase of approximately $8.9 million in intercompany revenues from approximately $9.1 million in the three months ended September 30, 2024. All intercompany revenues have been eliminated in consolidation.

Previous wording

Interest expense. Interest expense was $6.4 million in the three months ended June 30, 2025 compared to interest expense of $5.5 million in the three months ended June 30, 2024. This increase in interest expense of $0.9 million was primarily due to increased average borrowings outstanding and higher average interest rates in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current wording

Interest expense. Interest expense was $2.8 million in the three months ended September 30, 2025 compared to interest expense of $11.9 million in the three months ended September 30, 2024. This decrease in interest expense of $9.1 million, or approximately 77%, was primarily due to decreased average borrowings outstanding in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease in average daily borrowings outstanding is primarily attributable to the use of IPO proceeds in January 2025 of $440.0 million to repay our indebtedness, partially offset by $71.0 million recent debt proceeds on August 1, 2025 to fund the Archrock acquisition.

Previous wording

Revenue – rentals. The primary driver for the increase in average active systems was related to Flogistix’ VRUs that were added to our combined fleet as part of the 2024 Business Combination within the Natural Gas Technologies segment and Estis’ organic growth in its surface equipment rental fleet within the Production Solutions segment. As a result of the 2024 Business Combination, which occurred on June 20, 2024, the three months ended June 30, 2024 rental revenue include only ten operational days of Flogistix. Additionally, the average rental rates for VRUs are generally lower than the average rental rates for surface equipment, and as such, the weighted average rental rate of the combined fleet during the three months ended June 30, 2025, is lower than the weighted average rental rate during the three months ended June 30, 2024, which other than the last ten days of the three months ended June 30, 2024, was made up exclusively of surface equipment fleet.

Current wording

Revenue – rentals. The primary driver for the increase in average active systems was related to Flogistix’ VRUs that were added to our combined fleet as part of the 2024 Business Combination within the Natural Gas Technologies segment and Estis’ organic growth in its surface equipment rental fleet within the Production Solutions segment. As a result of the 2024 Business Combination, which occurred on June 20, 2024, the nine months ended September 30, 2024, rental revenue include only ten operational days of Flogistix in June 2024 and the three months ended September 30, 2024. Additionally, the average rental rates for VRUs are generally lower than the average rental rates for surface equipment. Accordingly, the weighted average rental rate of the combined fleet during the nine months ended September 30, 2025, is lower than the weighted average rental rate during the nine months ended September 30, 2024, which prior to the 2024 Business Combination was made up exclusively of surface equipment fleet.

Previous wording

Rental revenue was $199.4 million for the six months ended June 30, 2025, an increase of $101.7 million, or 104%, from $97.7 million for the six months ended June 30, 2024. This increase in rental revenue was driven primarily by two factors as follows:

Current wording

Rental revenue was $306.4 million for the nine months ended September 30, 2025, an increase of $121.4 million, or 66%, from $185.0 million for the nine months ended September 30, 2024. This increase in rental revenue was driven primarily by two factors as follows:

Previous wording

Surface equipment fleet size experienced an increase of 79 average active systems per month from 1,412 during the three months ended June 30, 2024, to 1,491 average active surface equipment systems per month during the three months ended June 30, 2025. Additionally, average rental rate also had a $1,825 increase in average monthly price from $11,125 per unit during the three months ended June 30, 2024 to

Current wording

Surface equipment fleet size experienced an increase of 85 average active systems per month from 1,425 during the nine months ended September 30, 2024, to 1,510 average active surface equipment systems per month during the nine months ended September 30, 2025. Additionally, average rental rate also had a $1,791 increase in average monthly price from $11,122 per unit during the nine months ended September 30, 2024 to $12,913 per unit during the nine months ended September 30, 2025. These increases approximate 6% and 16% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $32.4 million, or approximately 23%.

Previous wording

The 2024 Business Combination impact on VRUs. The three months ended June 30, 2024 rental revenue only reflect ten operational days of Flogistix’ VRU systems with a total of 2,761 active systems as of June 30, 2024 and an average rental rate of approximately $4,452 per unit during the same period. During the three months ended June 30, 2025, Flogistix’ VRU fleet size grew to an average of 2,973 active systems per month and an average rental rate of $4,848 per unit.

Current wording

The 2024 Business Combination impact on VRUs – the nine months ended September 30, 2024 rental revenue only reflect ten operation days in June 2024 and the three months ended September 30, 2024 of Flogistix’ VRU systems with a total of 2,829 average active systems during this time period and an average rental rate of approximately $4,493 per unit during the same period. During the nine months ended September 30, 2025, Flogistix’ VRU fleet size grew to an average of 2,995 active systems per month and an average rental rate of $4,835 per unit. These increases contribute to a total increase in vapor recovery rental revenue of $89.0 million, or approximately 207%, in the periods compared.

Previous wording

Revenue – sales. Sales revenue was $91.1 million for the three months ended June 30, 2025, an increase of $49.5 million, or 119%, from $41.6 million for the three months ended June 30, 2024. This increase in revenue was primarily due to added revenue streams in the sales revenue category, approximately $60.8 million of downhole components sales and $8.2 million of VRU sales were added to the total sales revenue in the three months ended June 30, 2025 resulting from the 2024 Business Combination, partially offset by a decrease of approximately $19.4 million in natural gas systems sales due to a loss of a major customer.

Current wording

Revenue – sales. Sales revenue was $256.1 million for the nine months ended September 30, 2025, an increase of $91.8 million, or 56%, from $164.3 million for the nine months ended September 30, 2024. This increase in revenue was primarily due to the added revenue streams in the sales revenue category. Approximately $123.0 million of downhole components sales and $13.0 million of VRU sales were added to the total sales revenue in the nine months ended September 30, 2025 resulting from the 2024 Business Combination, partially offset by a decrease of approximately $44.2 million in natural gas systems sales due to a completion of a project for a customer.

Previous wording

Additionally, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment in addition to sales to our customers. Approximately $26.1 million of intercompany natural gas system sales to the Production Solutions segment was recognized in the six months ended June 30, 2025 as we continued to the growth in our Production Solutions segment, an increase of approximately $6.4 million in intercompany revenues from approximately $19.8 million in the six months ended June 30, 2024. All intercompany revenues have been eliminated in consolidation.

Current wording

Additionally, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment in addition to sales to our customers. Approximately $44.3 million of intercompany natural gas system sales to the Production Solutions segment was recognized in the nine months ended September 30, 2025 as we continued to the growth in our Production Solutions segment, an increase of approximately $15.4 million in intercompany revenues from approximately $28.9 million in the nine months ended September 30, 2024. All intercompany revenues have been eliminated in consolidation.

Previous wording

Cost of rentals. Rental cost was $54.5 million in the six months ended June 30, 2025, an increase of $30.8 million, or approximately 130%, from $23.7 million for the six months ended June 30, 2024. The primary driver of this increase relates to $27.4 million of costs related to Flogistix’ VRUs as part of the 2024 Business Combination within the Natural Gas Technologies segment that were minimally included in the six months ended June 30, 2024 along with increased equipment maintenance and repair costs from higher overall fleet count.

Current wording

Cost of rentals. Rental cost was $83.7 million in the nine months ended September 30, 2025, an increase of $34.8 million, or approximately 71%, from $49.0 million for the nine months ended September 30, 2024. The primary driver of this increase relates to $27.4 million of costs related to Flogistix’ VRUs as part of the 2024 Business Combination within the Natural Gas Technologies segment that were partially included in the nine months ended September 30, 2024 along with increased equipment maintenance and repair costs from higher overall fleet count.

Previous wording

Cost of sales. Sales cost was $62.6 million for the three months ended June 30, 2025, an increase of $31.0 million, or approximately 98%, from $31.6 million for the three months ended June 30, 2024. This increase was primarily attributable to $40.9 million of costs related to Flowco Productions within the Production Solution segment and $6.0 million of costs related to Flogistix within the Natural Gas Technologies segment as part of the 2024 Business Combination, partially offset by reduced sale volumes and mix of products sold natural gas systems of approximately $15.9 million.

Current wording

Cost of sales. Sales cost was $173.0 million for the nine months ended September 30, 2025, an increase of $49.0 million, or approximately 39%, from $124.1 million for the nine months ended September 30, 2024. This increase was primarily attributable to $75.9 million of costs related to Flowco Productions within the Production Solution segment and $8.7 million of costs related to Flogistix within the Natural Gas Technologies segment as part of the 2024 Business Combination, partially offset by reduced sale volumes and mix of products sold natural gas systems of approximately $35.7 million from a completion of a project for a customer.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended June 30, 2025 were $32.7 million, an increase of $26.0 million from $6.7 million for the three months ended June 30, 2024. This increase was primarily attributable to the added personnel, marketing, and sales expenses related to the 2024 Business Combination from the following segments: which consists of $9.3 million, $7.8 million and $7.6 million increases within the Production Solutions, Natural Gas Technologies and Corporate segments, respectively. Included in $7.8 million and $7.6 million increases within the Natural Gas Technologies and the Corporate segments, respectively, are (i) $1.0 million non-recurring charge related to the re-purposing of one of our manufacturing facilities in Pampa, TX and (ii) approximately $2.9 million non-recurring charges related to termination benefits and related expenses, which includes one of our executive officers.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the nine months ended September 30, 2025 were $92.2 million, an increase of $56.0 million from $36.2 million for the nine months ended September 30, 2024. This increase was primarily attributable to the added personnel, marketing, and sales expenses related to the 2024 Business Combination from the following segments: which consists of $21.6 million, $14.5 million and $19.9 million increases within the Production Solutions, Natural Gas Technologies and Corporate segments, respectively. Included in these increases are (i) $1.3 million settlement expenses related to a lawsuit within our Production Solutions segment in September 2025; (ii) $1.0 million non-recurring charge in June 2025 related to the re-purposing of one of our manufacturing facilities in Pampa, TX, within our Natural Gas Technologies segment; and

Previous wording

Depreciation and amortization. Depreciation and amortization was $33.2 million for the three months ended June 30, 2025 an increase of $19.0 million, from $14.2 million for the three months ended June 30, 2024. The increase in depreciation expense was primarily due to increased depreciation expense on machinery and equipment and increased amortization expense on intangible assets resulting from the 2024 Business Combination.

Current wording

Depreciation and amortization. Depreciation and amortization was $106.2 million for the nine months ended September 30, 2025 an increase of $49.7 million, from $56.5 million for the nine months ended September 30, 2024. The increase in depreciation expense was primarily due to increased depreciation expense on machinery and equipment and increased amortization expense on intangible assets resulting from the 2024 Business Combination and from the additional HPGL and VRU systems acquired from the Archrock acquisition in August 2025.

Previous wording

Interest expense. Interest expense was $11.8 million in the six months ended June 30, 2025 compared to interest expense of $10.3 million in the six months ended June 30, 2024. This increase in interest expense of $1.5 million was primarily due to increased average borrowings outstanding and higher average interest rates in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

Interest expense. Interest expense was $14.6 million in the nine months ended September 30, 2025 compared to interest expense of $22.2 million in the nine months ended September 30, 2024. This decrease in interest expense of $7.6 million was primarily due to decreased average borrowings outstanding in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 resulting from the debt repayment in January 2025 of $440.0 million using the proceeds from the IPO, partially offset with the recent debt proceeds of $71.0 million in August 2025 to fund the Archrock acquisition.

Previous wording

Other income (expenses). Other income (expenses) had a favorable swing of $2.3 million from a total of $2.0 million other expenses, net, in the six months ended June 30, 2024 to a total of $0.3 million other income, net, in the six months ended June 30, 2025 This favorable swing was primarily driven by various gains on lease terminations of approximately $0.7 million, partially offset by approximately $0.4 million of IPO related transactional expenses in the six months ended June 30, 2025, and the absence of Estis’ non-operating expenses that were present during the six months ended June 30, 2024

Current wording

Other income (expenses). Other income (expenses) had a favorable swing of $2.3 million from a total of $1.8 million other expenses, net, in the nine months ended September 30, 2024 to a total of $0.5 million other income, net, in the nine months ended September 30, 2025 This favorable swing was primarily driven by various gains on lease terminations, partially offset by approximately IPO related transactional expenses in the nine months ended September 30, 2025, and the absence of Estis’ non-operating expenses that were present during the nine months ended September 30, 2024

Previous wording

Provision for income taxes. Provision for income taxes was $3.9 million the three months ended June 30, 2025, an increase of $3.7 million or approximately 2142.8% increase from the three months ended June 30, 2024. After the consummation of the IPO, we became subject to U.S. federal, state, and local income taxes with respect to our allocable share of taxable income of Flowco Holdings at the prevailing corporate tax rates. The increase in provision for income taxes were due to these income tax obligations that were not present during the three months ended June 30, 2024 as we operated under Flowco LLC, a limited liability company, and was treated as a partnership for income tax purposes. Income tax provision for three months ended June 30, 2025 was $3.2 million. The remaining increase in provision for income taxes of $0.7 million was due to increased Texas margin tax.

Current wording

Provision for income taxes. Provision for income taxes was $4.3 million the nine months ended September 30, 2025, an increase of $3.6 million or approximately 515% increase from the nine months ended September 30, 2024. After the consummation of the IPO, we became subject to U.S. federal, state, and local income taxes with respect to our allocable share of taxable income of Flowco Holdings at the prevailing corporate tax rates. The increase in provision for income taxes were due to these income tax obligations that were not present during the nine months ended September 30, 2024 as we operated under Flowco LLC, a limited liability company, and was treated as a partnership for income tax purposes. Income tax provision for nine months ended September 30, 2025 was $2.6 million. The remaining increase in provision for income taxes of $1.7 million was due to increased Texas margin tax.

Previous wording

As of June 30, 2025, we had $9.3 million of cash and cash equivalents. We believe existing cash and cash equivalents and cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We have historically generated cash and fund our operations primarily from cash flows from operating activities as well as availability under our Credit Agreement. Borrowings under our Credit Agreement has a maturity date of August 20, 2029, in which all principal owed is payable upon maturity. Our interest rate is Term Secured Overnight Finance Rate (“SOFR”) for one month plus 0.1% (“Adjusted REVSOFR30”) plus a contractual applicable margin based on the Company’s calculated leverage ratio, which combined approximates 6.2% per annum at the effective date with interest due monthly. If such rate is below contractual minimums, the interest rate will be calculated based on Adjusted Term SOFR Rate, Adjusted REVSOFR30 Rate or the Adjusted Daily Simple SOFR Rate. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and/or debt, as needed.

Current wording

As of September 30, 2025, we had $7.2 million of cash and cash equivalents. We believe existing cash and cash equivalents and cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We have historically generated cash and fund our operations primarily from cash flows from operating activities as well as availability under our Credit Agreement. Borrowings under our Credit Agreement has a maturity date of August 20, 2029, in which all principal owed is payable upon maturity. Our interest rate is Term Secured Overnight Finance Rate (“SOFR”) for one month plus 0.1% (“Adjusted REVSOFR30”) plus a contractual applicable margin based on the Company’s calculated leverage ratio, which combined approximates 6.2% per annum at the effective date with interest due monthly. If such rate is below contractual minimums, the interest rate will be calculated based on Adjusted Term SOFR Rate, Adjusted REVSOFR30 Rate or the Adjusted Daily Simple SOFR Rate. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and/or debt, as needed.

Previous wording

As of August 1, 2025, we had $226.6 million outstanding borrowings and $496.5 million available borrowing capacity under our Credit Agreement.

Current wording

As of October 31, 2025, we had $205.2 million outstanding borrowings and $518.3 million available borrowing capacity under our Credit Agreement.

Previous wording

On May 2, 2025, our Board of Directors declared a cash dividend of $0.08 per share payable to holders of Class A common stock of record as of the close of business on May 14, 2025 and payable on May 28, 2025 (the “Common Stock Dividend”) and, in conjunction with the Common Stock Dividend, Flowco LLC declared a distribution on its units of $0.08 per unit payable on May 28, 2025 to all unitholders of record of Flowco LLC as of the close of business on May 14, 2025. The declaration and payment of future dividends will be at the discretion of our Board of Directors and will depend on future business conditions, financial conditions, results of operations and other factors.

Current wording

In May and August 2025, our Board of Directors declared and paid a cash dividend of $0.08 per share payable to holders of Class A common stock of record as of the close of business on May 14, 2025 and August 15, 2025 (the “Common Stock Dividend”). In conjunction with the Common Stock Dividend, Flowco LLC declared a distribution on its units of $0.08 per unit to all unitholders of record of Flowco LLC as of the close of business on May 14, 2025 and August 15, 2025. The declaration and payment of future dividends will be at the discretion of our Board of Directors and will depend on future business conditions, financial conditions, results of operations and other factors.

Previous wording

Operating activities. Net cash provided by operating activities was $124.7 million in the six months ended June 30, 2025 compared to $50.2 million in the six months ended June 30, 2024, an increase of approximately $74.5 million. Operating cash flows increased primarily due to higher net income as a direct result from additional business operations from FPS and Flogistix as it relates to the 2024 Business Combination. In addition, cash outflows associated with working capital increased $2.7 million, largely due to an increase in accounts receivable, decreases in accounts payable, accrued expenses and deferred revenues; partially offset by decreases in inventory and prepaid expenses.

Current wording

Operating Cash Flows– Net cash provided by operating activities was $207.2 million in the nine months ended September 30, 2025 compared to $117.2 million in the nine months ended September 30, 2024, an increase of approximately $90.0 million. Operating cash flows increased primarily due to higher earnings as a direct result from additional business operations from FPS and Flogistix as it relates to the 2024 Business Combination.

Previous wording

Investing activities. Net cash used in investing activities was $63.4 million and $24.4 million for the six months ended June 30, 2025 and 2024, respectively. The approximately $39.0 million increase was primarily due to an increase in purchases of property, plant and equipment during the six months ended June 30, 2025.

Current wording

Investing Cash Flows– Net cash used in investing activities was $175.6 million and $58.9 million for the nine months ended September 30, 2025 and 2024, respectively. The approximately $116.7 million increase in net cash used was primarily attributable to the cash paid for the Archrock acquisition and an increase in capital expenditures during the nine months ended September 30, 2025.

Previous wording

Financing activities. Net cash used in financing activities was $56.6 million in the six months ended June 30, 2025 compared to net cash used of $20.8 million in the six months ended June 30, 2024. The $35.8 million increase in net cash used in financing activities was primarily related to $655.2 million of payments on long-term debt, $20.9 million payments to acquire the LLC Interests from the Continuing Equity Owners, $4.4 million payments related to finance lease obligations, $2.1 million dividend payments to Class A common stockholders and $2.0 million of payments related to offering costs for the IPO, partially offset by $461.8 million of IPO proceeds, $175.2 million of proceeds from long-term debt and $11.7 decrease in distributions to the Continuing Equity Owners.

Current wording

Financing Cash Flows– Net cash used in financing activities was $28.9 million in the nine months ended September 30, 2025 compared to net cash used of $35.2 million in the nine months ended September 30, 2024. This $6.3 million decrease was primarily attributable to (i) $419.0 million net cash proceeds from new financing cash activities in 2025 related to $461.8 million in IPO proceeds, $20.9 million payments to acquire the LLC Interests from the Continuing Equity Owners, $15.0 million in share repurchases, $4.4 million dividend payments to Class A common stockholders and $2.5 million of payments related to offering costs for the IPO; (ii) partially offset by $412.7 million change in net cash used related to $742.4 million of payments on long-term debt, $8.0 million payments related to finance lease obligations, $225.9 million of proceeds from long-term debt, $106.8 million decrease in distributions to the Continuing Equity Owners and $5.4 million decrease in payments for debt financing.

Previous wording

After the IPO and Reorganization Transactions, we are the sole managing member of Flowco LLC. The redeemable non-controlling interests in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 represent the portion of earnings attributable to the economic interest in Flowco LLC held by the Continuing Equity Owners. ASR 268 requires that the carrying amount of the redeemable non-controlling interest is equal to the greater of (1) the carrying value of the redeemable non-controlling interest adjusted each reporting period for income or loss attributable to the redeemable non-controlling interest or (2) the redemption value. The redemption value is calculated based on the arithmetic average of the volume weighted average prices of Class A common stock on the trading day immediately prior to the end of each reporting period. Remeasurements to the redemption value of the redeemable non-controlling interest are performed at each reporting period and any required adjustments are recorded as an allocation between permanent equity and temporary equity within the condensed consolidated balance sheets. The portion of the net income or loss attributable to redeemable non-controlling interest is reported as net income or loss attributable to redeemable non-controlling interests on our condensed consolidated statements of operations.

Current wording

After the IPO and Reorganization Transactions, we are the sole managing member of Flowco LLC. The redeemable non-controlling interests in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 represent the portion of earnings attributable to the economic interest in Flowco LLC held by the Continuing Equity Owners. ASR 268 requires that the carrying amount of the redeemable non-controlling interest is equal to the greater of (1) the carrying value of the redeemable non-controlling interest adjusted each reporting period for income or loss attributable to the redeemable non-controlling interest or (2) the redemption value. The redemption value is calculated based on the arithmetic average of the volume weighted average prices of Class A common stock on the trading day immediately prior to the end of each reporting period. Remeasurements to the redemption value of the redeemable non-controlling interest are performed at each reporting period and any required adjustments are recorded as an allocation between permanent equity and temporary equity within the condensed consolidated balance sheets. The portion of the net income or loss attributable to redeemable non-controlling interest is reported as net income or loss attributable to redeemable non-controlling interests on our condensed consolidated statements of operations.

Previous wording

For a discussion of new accounting pronouncements recently adopted and not yet adopted, see the notes to the audited consolidated financial statements included in our Annual Report.

Current wording

For a discussion of new accounting pronouncements recently adopted and not yet adopted, refer to Note 2 – Summary of Significant Accounting Policies to our accompanying condensed consolidated financial statements in this Quarterly Report.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

(iii) approximately $2.9 million non-recurring charges in June 2025 related to termination benefits and related expenses, which includes one of our executive officers, within our Corporate segment.
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Previous report — wording carried elsewhere

$12,950 per unit during the three months ended June 30, 2025. These increases approximate 6% and 16% for fleet size and average rental rate per unit, respectively.

Previous report — wording carried elsewhere

Cost of rentals. Rental cost was $27.6 million in the three months ended June 30, 2025, an increase of $14.9 million, or approximately 117%, from $12.7 million for the three months ended June 30, 2024. The primary driver of this increase relates to increased costs of approximately $13.3 million associated with Flogistix’ VRU assets as part of the 2024 Business Combination within the Natural Gas Technologies segment that were minimally included in the three months ended June 30, 2024 along with increased equipment maintenance and repair costs from higher overall fleet count.

Previous report — wording carried elsewhere

Other income (expenses). Other income (expenses) had a favorable swing of $2.5 million from a total of $1.9 million of other expenses, net, in the three months ended June 30, 2024 to a total of $0.6 million other income, net, in the three months ended June 30, 2025. The favorable change was primarily driven by various gains on lease terminations of approximately $0.5 million in the three months ended June 30, 2025 and the absence of Estis’ non-operating expenses that were present during the three months ended June 30, 2024.

Previous report — wording carried elsewhere

Revenue – rentals. The primary driver for the increase in average active systems was related to Flogistix’ VRUs that were added to our combined fleet as part of the 2024 Business Combination within the Natural Gas Technologies segment and Estis’ organic growth in its surface equipment rental fleet within the Production Solutions segment. As a result of the 2024 Business Combination, which occurred on June 20, 2024, the six months ended June 30, 2024, rental revenue include only ten operational days of Flogistix. Additionally, the average rental rates for VRUs are generally lower than the average rental rates for surface equipment. Accordingly, the weighted average rental rate of the combined fleet during the six months ended June 30, 2025, is lower than the weighted average rental rate during the six months ended June 30, 2024, which other than the last ten days of the six months ended June 30, 2024, was made up exclusively of surface equipment fleet.

Previous report — wording carried elsewhere

The 2024 Business Combination impact on VRUs. The six months ended June 30, 2024 rental revenue only reflect ten operation days of Flogistix’ VRU systems with a total of 2,761 active systems as of June 30, 2024 and an average rental rate of approximately $4,452 per unit during the same period. During the six months ended June 30, 2025, Flogistix’ VRU fleet size grew to an average of 2,964 active systems per month and an average rental rate of $4,783 per unit.

Previous report — wording carried elsewhere

Revenue – sales. Sales revenue was $186.2 million for the six months ended June 30, 2025, an increase of $124.0 million, or 199%, from $62.2 million for the six months ended June 30, 2024. This increase in revenue was primarily due to added revenue streams in the sales revenue category, approximately $122.2 million of downhole components sales and $22.1 million of VRU sales were added to the total sales revenue in the six months ended June 30, 2025 resulting from the 2024 Business Combination, partially offset by a decrease of approximately $20.2 million in natural gas systems sales due to a loss of a major customer.

Previous report — wording carried elsewhere

Combination, partially offset by reduced sale volumes and mix of products sold natural gas systems of approximately $16.8 million.

Previous report — wording carried elsewhere

Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2025 were $63.2 million, an increase of $52.0 million from $11.2 million for the six months ended June 30, 2024. This increase was primarily attributable to the added personnel, marketing, and sales expenses related to the 2024 Business Combination from the following segments: which consists of $21.7 million, $15.7 million and $13.4 million increases within the Production Solutions, Natural Gas Technologies and Corporate segments, respectively. Included in $15.7 million and $13.4 million increases within the Natural Gas Technologies and the Corporate segments, respectively, are (i) $1.0 million non-recurring charge related to the re-purposing of one of our manufacturing facilities in Pampa, TX and (ii) approximately $2.9 million non-recurring charges related to termination benefits and related expenses, which includes one of our executive officers.

Previous report — wording carried elsewhere

Depreciation and amortization. Depreciation and amortization was $67.3 million for the six months ended June 30, 2025 an increase of $41.4 million, from $25.9 million for the six months ended June 30, 2024. The increase in depreciation expense was primarily due to increased depreciation expense on machinery and equipment and increased amortization expense on intangible assets resulting from the 2024 Business Combination.

Previous report — wording carried elsewhere

Provision for income taxes. Provision for income taxes was $6.5 million the six months ended June 30, 2025, an increase of $6.2 million or approximately 2033% increase from the six months ended June 30, 2024. After the consummation of the IPO, we became subject to U.S. federal, state, and local income taxes with respect to our allocable share of taxable income of Flowco Holdings at the prevailing corporate tax rates. The increase in provision for income taxes were due to these income tax obligations that were not present during the six months ended June 30, 2024 as we operated under Flowco LLC, a limited liability company, and was treated as a partnership for income tax purposes. Income tax provision for six months ended June 30, 2025 was $5.5 million. The remaining increase in provision for income taxes of $0.7 million was due to increased Texas margin tax.