Flowco Holdings Inc.

Current report

We are subject to information technology, cybersecurity and privacy risks, and have experienced cybersecurity incidents.

Current report

We depend on various information technologies and other products and services to store and process business information and otherwise support our business activities. We also manufacture and sell hardware and software to provide monitoring, controls and optimization of customers’ critical assets in oil and natural gas production and distribution. In addition, certain of our customer offerings include digital components, such as remote monitoring of certain customer operations. We also provide services to maintain these systems. Additionally, our operations rely upon partners, suppliers and other third-party providers of information technology and other products and services. If any of these information technologies, products or services are damaged, cease to properly function, are breached due to employee error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving unauthorized access, malicious software and/or other intrusions, we and our partners, suppliers or other third parties could experience: (i) production downtimes; (ii) operational delays; (iii) the compromising of confidential, proprietary or otherwise protected information, including personal and customer data; (iv) destruction, corruption, or theft of data; (v) security breaches; (vi) other manipulation, disruption, misappropriation or improper use of our systems or networks; (vii) hydrocarbon pollution from loss of containment; (viii) financial losses from remedial actions; (ix) loss of business or potential liability; (x) adverse media coverage; and (xi) legal claims or legal proceedings, including regulatory investigations and actions, and/or damage to our reputation. Increased risks of such attacks and disruptions also exist as a result of geopolitical conflicts, such as the continuing conflict between Russia and Ukraine and the Middle East.

Current report

During the second quarter of 2026, we experienced a cybersecurity incident in which a threat actor gained unauthorized access to certain Company systems, resulting in the exfiltration of certain internal business data. We promptly detected the incident, took steps to contain the unauthorized access, restored access for all systems, and engaged outside cybersecurity experts and legal counsel to assist with our response. Our systems and business operations were not materially disrupted, and, the incident did not materially affect, and is not reasonably likely to materially affect, our business, financial condition, results of operations or cash flows.

Current report

We expect such cybersecurity threats targeting our systems and those of our third-party solutions to continue, and the Company’s and our customers’, partners’, vendors’ and other third- parties’ systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity threats and attacks. While we do not believe any prior cybersecurity incident has been material to date, we attempt to mitigate these risks through employee training, technical security controls, incident response procedures and the maintenance of backup and protective systems. However, these measures may not be effective against all threats, and a successful breach or attack involving the Company's information technology systems or those of third parties on which we rely could have a material adverse effect on our business, results of operations, financial condition and cash flows

Current report

While we currently maintain cybersecurity insurance, such insurance may not be sufficient in type or amount to cover us against claims related to cybersecurity breaches or attacks, failures or other data security-related incidents, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that an insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could materially and adversely affect our results of operations, cash flows, and financial condition.

Current report

None.

Current report

Trading Arrangements

Current report

Appointment of Executive Vice President

Current report

Effective August 11, 2026, the Company appointed Gareth Ford as Executive Vice President, Production Solutions. Mr. Ford joined the Company in March 2026 in connection with the Company’s acquisition of Valiant, where he previously served as Chief Executive Officer. In his new role, Mr. Ford will oversee the Company’s Production Solutions segment and report directly to the Company’s President and Chief Executive Officer.

Previous report

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

Previous 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:

Previous report

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

Previous 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.

Previous 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

Our Class A common stock repurchase activities under the approved Share Repurchase Program by our Board of Directors for the three months ended March 31, 2026, were as follows:

Previous report

(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 March 31, 2026, all repurchased shares to date have been retired.

Previous report

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