Flowco Holdings Inc.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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.
Mar 31, 2026 · Filed May 6, 2026
FLOC$20.06+5.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001193125-26-209130
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 110 previous paragraphs and 78 current paragraphs.
43 unchanged; 22 reworded; 13 added; 44 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 2 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 (13)
Current report
Valiant Acquisition
Current report
On March 2, 2026, we completed the previously announced agreement to acquire all of the issued and outstanding equity interests of Riverstone Oilfield Services and Equipment, Inc., a Delaware corporation (the “Acquired Company”), from Riverway Group, a Cayman Islands exempted company with limited liability (the “Seller”) pursuant to the Stock Purchase Agreement dated as of February 1, 2026 (the “Purchase Agreement”) by and between the Company and the Seller. The Acquired Company is the parent company of its wholly owned subsidiary, Valiant Artificial Lift Solutions, LLC (“Valiant”).
Current report
Pursuant to the Purchase Agreement, we paid aggregate consideration, including Valiant’s cash on hand, of approximately $315.9 million, consisting of (i) $283.1 million of cash, of which $121.3 million was related to Valiant’s cash on hand, subject to adjustment in accordance with the Purchase Agreement, and (ii) 1,454,849 shares of Class A common stock of the Company. We funded the cash portion of the acquisition through available capacity under our Revolving Credit Facility. Upon the consummation of this acquisition, both the Acquired Company and Valiant became our wholly owned subsidiaries.
Current report
We believe this acquisition (the “Valiant Acquisition”) strategically diversifies our complementary fleet within the Production Solutions segment and allows for significant expected synergies to our already vertically integrated business models across the long life production stages of a well. For additional information on the Valiant Acquisition, see Note 3 – Business Combination and Asset Acquisition of the notes to the condensed consolidated financial statements in this Quarterly Report.
Current report
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Current report
Downhole component fleets are new additions to our fleet footprint resulting from the Valiant Acquisition on March 2, 2026, as discussed above. Due to the timing of this acquisition, our rental revenues include one month of operations of these downhole component fleets. During the three months ended March 31, 2026, the downhole component fleets consist of 802 average active systems.
Current report
Income tax provision. Income tax provision was $4.0 million for the three months ended March 31, 2026, an increase of $1.4 million, or approximately 52%, compared to $2.6 million for the three months ended March 31, 2025. This increase in income tax provision is primarily attributable to the impact on the tax rate due to the Company’s increased ownership in Flowco LLC in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Current report
As of March 31, 2026, the remaining total available authorization under the Repurchase Program was approximately $18.2 million.
Current report
Financing Cash Flows– Cash from financing activities had a favorable swing of $141.2 million from a net cash used of $18.8 million in the three months ended March 31, 2025 to net cash provided by financing activities of $122.4 million in the three months ended March 31, 2026. This $141.2 million change was primarily attributable to (i) $615.0 million cash proceeds from, net of repayments to, our long-term debt, (ii) the absence of $20.9 million purchase of LLC Interests from the Continuing Equity Owners immediately following the IPO, partially offset by (i) the absence of $461.8 million IPO proceeds in January 2025, (ii) $16.5 million of repurchase of Class A common stock in March 2026 and (iii) $14.8 million distributions to the members of Flowco LLC in the three months ended March 31, 2026.
Current report
Fair Value Estimates in Business Combination Accounting
Current report
Business combination accounting requires that assets acquired and liabilities assumed be recorded at their estimated fair value in connection with the initial recognition of the transaction. Estimating fair value of assets acquired and liabilities assumed in connection with business combination accounting requires management to make estimates, assumptions and judgments, and in some cases management may also utilize third-party specialists to assist and advise on those estimates.
Current report
In order to estimate the fair value of assets acquired and liabilities assumed, we utilized widely accepted valuation techniques, including discounted cash flow and cost methods. The discounted cash flow method utilizes assumptions that include, but are not limited to, estimated future cash flows, discount rates applied to estimated future cash flows, estimated rates of return and estimated customer attrition rates. Cost methods estimate the fair value of assets based on the estimated construction, and in some cases, replacement cost of the assets, and requires the use of various inputs and assumptions. While we believe that we have made reasonable assumptions to estimate the fair value, these assumptions are inherently uncertain. An estimate of the sensitivity to changes in our assumptions is not practicable given the numerous assumptions, and their interdependence, that can materially affect our estimates.
Current report
The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.
Removed paragraphs (44)
Previous report
IPO
Previous report
We consummated our IPO on January 15, 2025, in which we issued and sold 20,470,000 shares of our Class A common stock at a price of $24.00 per share, resulting in net proceeds to us of approximately $461.8 million, after deducting the underwriting discount of approximately $29.5 million.
Previous report
The Transactions
Previous report
The results of operations discussed in this Quarterly Report include those of Flowco LLC prior to the completion of the Transactions, including the IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the transactions described in Basis of Presentation – The Transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. For more detailed discussions, see Basis of Presentation – The Transactions.
Previous report
One Big Beautiful Bill Act (“OBBBA”)
Previous 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.
Previous 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.
Previous report
Archrock Transaction
Previous 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.
Previous report
Factors Affecting the Comparability of Our Financial Condition and Results of Operations
Previous report
Our historical financial condition and results of operations for the periods presented may not be comparable, both from period over period and going forward, for the following reasons:
Previous report
Selling, general and administrative expenses. We expect to incur additional selling, general and administrative expenses as a result of becoming a publicly traded company. These costs include expenses associated with our annual and quarterly reporting, tax preparation expenses, Sarbanes-Oxley (“SOX”) compliance expenses, audit fees, legal fees, directors’ and officers’ insurance, investor relations expenses, Tax Receivable Agreement administration expenses and registrar and transfer agent fees. These increases in selling, general and administrative expenses are not reflected in our historical financial statements, other than a portion of these costs incurred in 2024 in contemplation and preparation of the IPO.
Previous report
Corporate Reorganization. For periods prior to June 20, 2024, the historical consolidated financial statements presented herein are based on the operations of our accounting predecessor, Estis. For a period subsequent to June 20, 2024, the consolidated financial statements presented are based on the combined operations of the Merging Entities. As a result, the historical consolidated financial information may not provide an accurate indication of what our actual results would have been if the 2024 Business Combination had been completed at the beginning of the earliest period presented. In addition, we entered into a Tax Receivable Agreement with the TRA Participants. This agreement generally provides for the payment by us to the TRA Participants of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize or are deemed to realize in certain circumstances as a result of certain increases in tax basis and imputed interest. We will retain the benefit of the remaining 15% of such net cash savings. For additional information regarding the Tax Receivable Agreement, see Part 1. Item 1A. Risk Factors – Risk Factors Related to our Organizational Structurein our Annual Report.
Previous report
Income Taxes. Our accounting predecessors are a collective limited liability companies that constitute as partnerships for U.S. federal income tax purposes, and therefore are not subject to U.S. federal income taxes and the provisions for income tax calculations thereof. As the IPO occurred in the first quarter 2025, we do not report any income tax benefit or expense attributable to us in the period prior to the IPO. After the IPO, we started to be taxed as a corporation under the Internal Revenue Code and subject to U.S. federal income taxes (currently at a statutory rate of 21% of pretax earnings, as adjusted by the Internal Revenue Code), as well as state and local income taxes, for our interest ownership in Flowco LLC.
Previous report
2025 Equity and Incentive Plan. To incentivize individuals providing services to us or our affiliates, our Board of Directors adopted an omnibus 2025 Equity and Incentive Plan (the “Equity Plan”) prior to the completion of our IPO. The Equity Plan provides for the grant, from time to time, at the discretion of our Board of Directors or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, other stock awards, substitute awards and performance awards. Any individual who is our officer or employee or an officer or employee of our affiliates, and any other person who provides services to us or our affiliates, including members of our Board of Directors, will be eligible to receive awards under the Equity Plan at the discretion of our Board of Directors. From period of January 16, 2025, to September 30, 2025, we granted 674,379 restricted stock unit (“RSU”) awards, which will vest within three years, to certain of our employees, officers, and non-employee directors. Awards of RSUs to our officers and employees will vest on the third anniversary of the grant date, while awards of RSUs to our non-employee directors will vest pro rata quarterly over three years. For these awards granted during period from January 16, 2025, to September 30, 2025, after adjusting for forfeitures as of September 30, 2025, we will recognize total equity compensation expenses averaging approximately $6.5 million per year, starting in 2025, over the applicable vesting terms related to these RSU issuances.
Previous report
Redeemable Non-controlling Interests. As a result of the IPO the Transactions, Flowco Holdings became the sole managing member of Flowco LLC and consolidates entities in which it has a controlling financial interest. Consequently, the financial statements for a period prior to the IPO included in this Quarterly Report has been adjusted to combine each of the previously separated Merging Entities. For a period after the IPO, the financial position and results of operations include those of Flowco Holdings and report the redeemable non-controlling interests related to the portion of LLC Interests owned by the Continuing Equity Owners. Additionally, all shares of our Class B common stock are held by the Continuing Equity Owners, thus considered as redeemable non-controlling interest owners. The redeemable non-controlling interests will only impact financial statements presentations for all periods subsequent to the IPO. 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 non-controlling interests on our condensed consolidated statements of operations.
Previous report
three months ended September 30, 2025 Compared tothree months ended September 30, 2024
Previous 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.
Previous report
nine months ended September 30, 2025 Compared tonine months ended September 30, 2024
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
(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.
Previous report
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 report
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 report
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 report
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 report
On August 24, 2024, we entered into a credit agreement, as amended to date, by and among Flowco MasterCo (the “Parent Borrower”), Flowco Productions, Estis Intermediate and Flogistix Intermediate, as borrowers, certain other direct and indirect subsidiaries of the Parent Borrower party thereto as guarantors, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (as amended to date, the “Credit Agreement”). The Credit Agreement was entered into in connection with a continuation and upsize of the legacy credit facility established by a legacy credit agreement with Estis and certain of its subsidiaries as loan parties hereto (“Legacy Estis Credit Agreement”).
Previous report
Historically, our predecessors’ primary sources of liquidity were cash flows from operations, borrowings under Estis Legacy Credit Agreement and equity provided by the Original Equity Owners. Our predecessors’ primary use of capital has been for working capital purposes, to make cash distributions to the Original Equity Owners and repay indebtedness.
Previous 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.
Previous report
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 report
Income Taxes
Previous report
After consummation of the IPO, we became subject to U.S. federal, state, and local income taxes with respect to its allocable share of taxable income of Flowco LLC assessed at the prevailing corporate tax rates. Flowco LLC operates as a limited liability company and is treated as a partnership for income tax purposes. Accordingly, it incurs no significant liability for federal or state income taxes since the taxable income or loss is passed through to its members.
Previous report
In calculating the provision for interim income taxes, in accordance with ASC Topic 740, Income Taxes, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.
Previous report
For annual periods, income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, we consider whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.
Showing the first 40 of 44 passages. Open the source sections for the rest.
Reworded paragraphs (22)
Previous wording
We are a leading provider of production optimization, artificial lift and methane abatement solutions for the oil and natural gas industry. The Company’s core technologies include high pressure gas lift (“HPGL”), conventional gas lift, plunger lift, and vapor recovery units (“VRUs”), all supported by proprietary digital tools that enable real-time remote monitoring and control to enhance efficiency and performance.
Current wording
We are a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. The Company’s core technologies include high pressure gas lift (“HPGL”), electric submersible pump (“ESP”), conventional gas lift, plunger lift, and vapor recovery units (“VRUs”), all supported by proprietary digital tools that enable real-time remote monitoring and control to enhance efficiency and performance.
Previous wording
Production Solutions: segment consists of our artificial lift operation and related digital solutions technology; and
Current wording
Production Solutions: segment is comprised of our artificial lift operation, including digital solutions; and
Previous wording
Natural Gas Technologies: segment consists of our vapor recovery and natural gas systems operations and methane abatement technology.
Current wording
Natural Gas Technologies: segment is comprised of our vapor recovery and natural gas systems operations.
Previous 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.
Current wording
As of March 31, 2026, our Production Solutions and Natural Gas Technologies segments operated a combined fleet of over 5,400 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.
Previous 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:
Current wording
Revenue – rentals. Rental revenue was $121.9 million for the three months ended March 31, 2026, an increase of $24.6 million, or 25%, from $97.3 million for the three months ended March 31, 2025. This increase in rental revenue was driven primarily by three factors as follows:
Previous 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%.
Current wording
Surface equipment fleet size experienced an increase of 188 average active systems per month from 1,480 during the three months ended March 31, 2025, to 1,668 average active surface equipment systems per month during the three months ended March 31, 2026. Additionally, average rental rate also had a $1,511 increase in average monthly price from $12,397 per unit during the three months ended March 31, 2025 to $13,908 per unit during the three months ended March 31, 2026. These increases approximate 13% and 12% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $14.6 million, or approximately 26%.
Previous wording
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 wording
Vapor recovery fleet size experienced an increase of 69 average active systems per month from 2,952 during the three months ended March 31, 2025 to 3,021 average active vapor recovery units per month during three months ended March 31, 2026. Additionally, average rental rate had a $353 increase in average monthly price from $4,718 per unit during the three months ended March 31, 2025 to $5,071 per unit during the three months ended March 31, 2026. These increases approximate 2% and 7% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $4.2 million, or approximately 10%.
Previous wording
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 wording
Revenue – sales. Sales revenue was $87.7 million for the three months ended March 31, 2026, a decrease of $7.4 million, or 8%, from $95.1 million for the three months ended March 31, 2025. This decrease in sales revenue was primarily due to a completion of a project for a customer during the three months ended March 31, 2025 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 of approximately $11.5 million, partially offset by increased downhole component sales of approximately $4.3 million primarily due to additional sales from the Valiant Acquisition during the three months ended March 31, 2026 that was absent in the three months ended March 31, 2025.
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 $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.
Current wording
In addition to sales to our external customers, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment. Approximately $11.2 million of intercompany natural gas system sales to the Production Solutions segment were recognized in the three months ended March 31, 2026, an increase of approximately $2.1 million in intercompany revenues from approximately $9.1 million in the three months ended March 31, 2025 due to continued growth in our Production Solutions segment. All intercompany revenues have been eliminated in consolidation.
Previous wording
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 wording
Cost of rentals. Rental cost was $32.6 million in the three months ended March 31, 2026, an increase of $5.7 million, or approximately 21%, from $26.9 million for the three months ended March 31, 2025. The increase was primarily due to higher costs of approximately $5.0 million associated with surface equipment rental fleet rental units. The 20% increase of total cost of rentals contributed to the increase in total rental revenues of 25% discussed above.
Previous wording
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 wording
Cost of sales. Sales cost was $62.4 million for the three months ended March 31, 2026, a decrease of $3.2 million, or approximately 5%, from $65.6 million for the three months ended March 31, 2025. 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 in 2025 and a shift in purchasing patterns by our customers, partially offset by increased downhole component sales resulting primarily from the Valiant Acquisitions during the three months ended March 31, 2026.
Previous wording
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 wording
Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended March 31, 2026 were $36.5 million, an increase of $5.9 million, or approximately 19%, from $30.5 million for the three months ended March 31, 2025. This increase was primarily attributable to (i) $7.4 million increase in corporate selling, general and administrative expenses related to the added personnel, marketing and sales expenses as we continue to grow as a publicly traded company and from the Valiant Acquisition, (ii) an additional $1.7 million of Valiant’s selling, general and administrative expenses that were absent in the three months ended March 31, 2025, partially offset by (iii) a net decrease of approximately $2.7 million from the operating subsidiaries primarily due to a one-time expense associated with the crystallization of legacy profits interest during three months ended March 31, 2025 in anticipation of the IPO.
Previous wording
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 wording
Depreciation and amortization. Depreciation and amortization was $41.5 million for the three months ended March 31, 2026 an increase of $7.4 million or approximately 22%, from $34.1 million for the three months ended March 31, 2025. The increase was primarily attributable additional depreciation and amortization expense related to to the organic growth of our rental fleet, the assets acquired in the Archrock acquisition and the assets acquired from the Valiant Acquisition. The depreciation and amortization expenses associated with the assets acquired from these acquisitions are not reflected in the depreciation and amortization expenses for the three months ended March 31, 2025, as these acquisitions occurred subsequently.
Previous 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.
Current wording
Interest expense. Interest expense was $4.3 million in the three months ended March 31, 2026 compared to $5.4 million in the three months ended March 31, 2025. This decrease in interest expense of $1.0 million, or approximately 19%, was primarily due to decreased average borrowings outstanding in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily attributable to our ability to maintain and, from time-to-time, reduce, using cash flows provided by operations, an overall average daily borrowings outstanding throughout the remainder of 2025 after the IPO and into the three months ended March 31, 2026, partially offset with increased borrowings outstanding in March 2026 to fund the Valiant Acquisition.
Previous 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.
Current wording
As of March 31, 2026, we had $17.3 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 have 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 5.51% 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 October 31, 2025, we had $205.2 million outstanding borrowings and $518.3 million available borrowing capacity under our Credit Agreement.
Current wording
As of May 1, 2026, we had $332.9 million outstanding borrowings and $387.5 million available borrowing capacity under our Credit Agreement.
Previous wording
Additionally, in the event we declare any cash dividends, we intend to cause Flowco LLC to make distributions to us in amounts sufficient to fund such cash dividends declared by us to our stockholders. Deterioration in the financial condition, earnings, or cash flow of Flowco LLC for any reason could limit or impair their ability to pay such distributions.
Current wording
Additionally, when we declare any cash dividends, we intend to cause Flowco LLC to make distributions to us in amounts sufficient to fund such cash dividends declared by us to our stockholders. Deterioration in the financial condition, earnings, or cash flow of Flowco LLC for any reason could limit or impair their ability to pay such distributions.
Previous wording
See Part I – Item 1A. Risk Factors-Risks Related to our Organizational Structure and Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence included in our Annual Report.
Current wording
See Part I – Item 1A. Risk Factors-Risks Related to our Organizational Structure in our Annual Report.
Previous 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.
Current wording
On January 30, 2026, 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 February 13, 2026 (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 February 13, 2026. 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
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 wording
During the three months ended March 31, 2026, we repurchased and subsequently retired 780,000 shares of our Class A common stock at an average price of $21.18 per share, excluding commissions.
Previous 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.
Current wording
Operating Cash Flows– Net cash provided by operating activities was $78.7 million in the three months ended March 31, 2026 compared to $42.5 million in the three months ended March 31, 2025, an increase of approximately $36.2 million. Operating cash flows increased primarily due to timing of payments to vendors, suppliers and other third parties.
Previous 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.
Current wording
Investing Cash Flows– Net cash used in investing activities was $188.3 million and $27.7 million for the three months ended March 31, 2026 and 2025, respectively. The approximately $160.6 million increase in net cash used was primarily attributable to the cash paid for the Valiant acquisition during the three months ended March 31, 2026.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.