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

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:

(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.

(2) The weighted average price paid per share does not include the cost of commissions and excise taxes.

(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.