Flowco Holdings Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout 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
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0000950170-25-102962
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001193125-25-266883
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe 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 17 previous paragraphs and 19 current paragraphs.
13 unchanged; 1 reworded; 5 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 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 (5)
Current report
Our Class A common stock repurchase activities under the approved Share Repurchase Program by our Board of Directors for the three months ended September 30, 2025, were as follows:
Current report
(1) In June 2025, our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”) to purchase up to $50 million, excluding excise taxes, of our outstanding Class A common stock at our discretion and has no fixed termination date. These shares were repurchased in open-market transactions. As of September 30, 2025, all repurchased shares to date have been retired.
Current report
(2) The weighted average price paid per share does not include the cost of commissions and excise taxes.
Current report
(3) On September 26, 2025, we entered into a 10b5-1 Repurchase Plan Agreement, providing for the repurchase of up to the daily volume limit permitted under Rule 10b-18 of the Securities Exchange Act of 1934. The Repurchase Plan Agreement is set to commence on November 6, 2025 and shall expire on 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.
Current report
Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three months ended September 30, 2025, none of our executive officers or directors adopted orterminated a Rule 10b5-1 trading plan oradopted orterminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Removed paragraphs (3)
Previous report
On May 14, 2025, Chad Roberts, our Executive Vice President, Productions Solutions, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Roberts’ trading plan provides the sale of up to 350,000 shares of our Class A common stock, subject to volume and pricing limits. Mr. Roberts’ trading plan will terminate on May 15, 2026.
Previous report
No other Section 16 directors or officers adopted a trading arrangement intended to satisfy the affirmative defenses of Rule 10b5-1 of the Exchange Act during thethree and six months ended June 30, 2025.
Reworded paragraphs (1)
Previous wording
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed under Part I, Item 1A. Risk Factorsin our Annual Report and our Quarterly Report on Form 10-Q for the months ended March 31, 2025. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report. Except as set forth below, there have been no material changes in the risks affecting the Company since the filing of our Annual Report and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025.
Current wording
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed under Part I, Item 1A. Risk Factorsin our Annual Report and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report. Except as set forth below, there have been no material changes in the risks affecting the Company since the filing of our Annual Report and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025.