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Flowco Holdings Inc.

For the period ended May 7, 2026. Filed Mar 27, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 27, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

Flowco Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Flowco Holdings, Inc.

1300 Post Oak Blvd., Suite 450

Houston, TX 77056

Dear Fellow Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Flowco Holdings Inc. (the “Company”) to be held on May 7, 2026 at 9:00 a.m. Central Time. The Annual Meeting will be a virtual meeting. You will be able to attend and participate in the Annual Meeting online by visiting https://www.proxydocs.com/branding/968034/2026/preview/index.html. Please see “Questions and Answers” in the accompanying proxy statement for more details/You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 12-digit control number included on your proxy card or voting instruction form.

The Company’s board of directors (the “Board”) has set the close of business on March 9, 2026 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the Annual Meeting. The list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the Company’s headquarters at least ten days before the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. On behalf of the Board and the officers and employees of the Company, we would like to take this opportunity to urge you to vote and to thank you for your continued support of the Company. We look forward to hosting you at the meeting.

Sincerely,

/s/ Joseph R. Edwards

Joseph R. EdwardsChief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Flowco Holdings Inc. (the “Company”) will be held virtually on May 7, 2026 at 9:00 a.m. Central Time for the following purposes:

the election of two Class I directors to serve until the 2029 annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal;

the approval of the adoption of the Company’s Employee Stock Purchase Plan; and

the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year December 31, 2026.

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Annual Meeting will be a virtual meeting. Stockholders will be able to listen, vote and submit questions regardless of location via the internet athttps://www.proxydocs.com/branding/968034/2026/preview/index.html by using the 12-digit control number included on your proxy card and the instructions that accompanied your proxy materials.

The Company’s board of directors (the “Board”) has fixed the close of business on March 9, 2026 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. The accompanying proxy statement describes the matters being voted on and contains other information relating to the Company.

By order of the Board of Directors,

/s/ Jonathan B. Fairbanks

Jonathan B. FairbanksChair of the Board

Houston, TX

March 27, 2026

Your vote is important. Please vote your shares promptly using the internet, calling the toll-free number as described on your proxy card, or completing, signing, dating and returning your proxy card by mail.

TABLE OF CONTENTS

Page
Notice of Annual Meeting of Stockholders1
Proxy Statement3
About the Meeting3
Matters to Come Before the Annual Meeting7
Proposal 1: Election of Directors7
Directors And Executive Officers8
Executive Compensation11
Director Compensation22
Corporate Governance23
Security Ownership of Certain Beneficial Owners and Management27
Transactions With Related Persons30
Proposal 2: Approval of Adoption of the Employee Stock Purchase Plan40
Proposal 3: Ratification of Independent Registered Public Accounting Firm45
Audit Committee Report46
Stockholder Proposals47
Delivery of Documents to Stockholders Sharing an Address47
Other Matters47
Solicitation of Proxies47
Certain Definitions48
The Transactions50
Appendix A - Flowco Holdings Inc. Employee Stock Purchase PlanA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.