Flowco Holdings Inc.

Current report

We are no longer a “controlled company” within the meaning of the rules of the NYSE.

Current report

Following the consummation of the offering of our Class A common stock by certain affiliates of GEC in March 2026, we are no longer a “controlled company” within the meaning of the rules of the NYSE. However, even though we are no longer a “controlled company,” during a one-year transition period we will continue to qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies, including:

Current report

the requirement that our Board be composed of a majority of independent directors;

Current report

As a “controlled company”, we currently rely only on the above exemptions. However, before the one-year transition period has expired, our Board will be composed of a majority of independent directors and each of our Compensation Committee and the Nominating and Governance Committee will be composed entirely of independent directors in accordance with the corporate governance rules of the NYSE.

Current report

The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, stockholders may not have the same protections afforded to stockholders of other companies that are subject to all of the corporate governance requirements of the NYSE.

Previous report

Use of Proceeds

Previous report

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.

Previous report

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.

Previous 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.