Flowco Holdings Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statements Schedules
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
(a)(1) Financial Statements.
The consolidated financial statements of the Company and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8. of this Annual Report. Reference is made to the accompanying Index to the Consolidated Financial Statements.
(a)(2) Financial Statements Schedule.
All other schedules have been omitted because the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the Notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10‑K.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date |
| 2.1 | Contribution Agreement, dated as of June 20, 2024, by and among Flowco MergeCo LLC, GEC Estis Holdings LLC, Flowco Production Solutions, L.L.C. and Flogistix Holdings, LLC | S-1 | 2.1 | 01-13-2025 |
| 3.1 | Amended and Restated Certificate of Incorporation of Flowco Holdings Inc. | S-8 | 4.1 | 01-17-2025 |
| 3.2 | Amended and Restated Bylaws of Flowco Holdings Inc. | S-8 | 4.2 | 01-17-2025 |
| 4.1 | Specimen Stock Certificate evidencing the shares of Class A common stock | S-1 | 4.1 | 01-13-2025 |
| 4.2 | Description of Securities of the Registrant | 10-K | 4.2 | 03-20-2025 |
| 10.1 | Second Amended and Restated Credit Agreement, dated as of August 20, 2024, by and among, Flowco MasterCo LLC, Flowco Productions LLC, Estis Intermediate Holdings, LLC, Flogistix Intermediate Holdings, LLC, as borrowers, the Loan Parties named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent, and the Joint Bookrunner and Joint Lead Arrangers named therein | S-1 | 10.6 | 01-13-2025 |
| 10.2 | First Amendment to Second Amended and Restated Credit Agreement, dated as of November 27, 2024 | S-1 | 10.15 | 01-13-2025 |
| 10.3 | Master Reorganization Agreement, dated January 15, 2025, by and among the by and among the Company, Flowco MergeCo LLC, GEC Estis Holding LLC, Flowco Production Solutions, L.L.C., Flogistix Holdings LLC, each Blocker Merger Sub, each Blocker Entity and each Blocker Entity Shareholder. | 8-K | 10.1 | 01-21-2025 |
| 10.4 | Tax Receivable Agreement, dated January 17, 2025, by and among the Company, Flowco MergeCo LLC and each of the undersigned parties identified therein | 8-K | 10.2 | 01-21-2025 |
| 10.5 | Registration Rights Agreement, dated January 17, 2025, by and among Flowco Holdings Inc. and each other person identified on the schedule of investors attached thereto | 8-K | 10.3 | 01-21-2025 |
| 10.6 | Amendment No. 1 to Registration Rights Agreement, dated July 23, 2025, by and among Flowco Holdings Inc. and the GEC Holders and White Deer Holders party thereto | 10-Q | 10.2 | 08-05-2025 |
| 10.7 | Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC, dated January 17, 2025 | 8-K | 10.4 | 01-21-2025 |
| 10.8 | Stockholders Agreement, dated January 17, 2025, by and among Flowco Holdings Inc. and the persons and entities listed on the schedules attached thereto | 8-K | 10.5 | 01-21-2025 |
| 10.9# | Executive Employment Agreement by and between Joe Bob Edwards and Flowco MasterCo LLC, dated as of November 1, 2024. | S-1 | 10.9 | 01-13-2025 |
| 10.10# | Executive Employment Agreement by and between Jonathan W. Byers and Flowco MasterCo LLC, dated as of October 14, 2024. | S-1 | 10.10 | 01-13-2025 |
| 10.11# | Executive Employment Agreement by and between Chad Roberts and Flowco MasterCo LLC, dated as of October 29, 2024. | S-1 | 10.11 | 01-13-2025 |
| 10.12# | Executive Employment Agreement by and between Mims Talton and Flowco MasterCo LLC, dated as of October 29, 2024. | S-1 | 10.12 | 01-13-2025 |
| 10.13# | Executive Employment Agreement by and between John Gatlin and Flowco MasterCo LLC, dated as of November 26, 2024. | S-1 | 10.13 | 01-13-2025 |
| 10.14# | Executive Employment Agreement by and between Joel Lambert and Flowco MasterCo LLC, dated as of December 6, 2024 | S-1 | 10.16 | 01-13-2025 |
| 10.15# | Flowco Holdings Inc. 2025 Equity and Incentive Plan | S-8 | 10.1 | 01-17-2025 |
| 10.16# | Form of Restricted Stock Unit Award Agreement (Employee) | S-1 | 10.8 | 01-13-2025 |
| 10.17# | Form of Restricted Stock Unit Award Agreement (Non-Employee Director) | S-1 | 10.14 | 01-13-2025 |
| 10.18 | Form of Indemnification Agreement | S-1 | 10.5 | 01-13-2025 |
| 10.19 | Omnibus Agreement, dated as of March 17, 2025, by and among Flowco Holdings Inc., Flowco MergeCo LLC, and the other parties thereto | 10-K | 10.18 | 03-20-2025 |
| 19.1 | Insider Trading Policy | 10-K | 19.1 | 03-20-2025 |
| 21.1* | List of Subsidiaries of Flowco Holdings Inc. | |||
| 23.1* | Consent of Independent Registered Public Accounting Firm, as to Flowco Holdings Inc. | |||
| 31.1* | Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer | |||
| 31.2* | Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer | |||
| 32.1** · Section 1350 Certification of Principal Executive Officer | ||||
|---|---|---|---|---|
| 32.2** · Section 1350 Certification of Principal Financial Officer | ||||
| 97.1* | Policy on Recoupment of Incentive Compensation | 10-K | 97.1 | 03-20-2025 |
- Filed herewith
** Furnished herewith
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