Flowco Holdings Inc.

Note 1 - Nature of Organization and Background

Nature of Operations and Organization

Flowco Holdings Inc. (the “Company”) was incorporated as a Delaware corporation on July 25, 2024 for the purpose of completing an initial public offering (“IPO”) of its Class A common stock and related transactions in order to continue the business of Flowco MergeCo LLC (“Flowco LLC”) as a publicly traded entity. After the IPO, the Company became a holding company in an Up-C structure and the sole managing member of Flowco LLC with its only material asset consisting of common membership units of Flowco LLC. The Company’s amended and restated certificate of incorporation designates two classes of the Company’s common stock: (i) Class A common stock, par value $0.0001 per share, and (ii) Class B common stock, par value $0.0001 per share, which shares have full voting rights but no economic rights. For holders of Class B common stock, each share of Class B common stock is paired with acommon unit (collectively, “LLC Interests”).

The Company is a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. The Company’s products and services include a full range of equipment and technology solutions that enable real-time remote monitoring and control to maximize efficiencies of its products and services. The Company generates revenues throughout the long producing lives of oil and gas wells. The Company’s core technologies include high pressure gas lift (“HPGL”), electric submersible pumps (“ESP”), conventional gas lift, plunger lift and vapor recovery unit (“VRU”) solutions. As of June 30, 2026, the Company operates a fleet of over 5,500 active systems.

The Company is headquartered in Houston, Texas with major service facilities and operations in Midland, Texas; Carlsbad, New Mexico; and Williston, North Dakota. The Company operates manufacturing and repair facilities in El Reno, Oklahoma; Houston, Fort Worth, Kilgore, Midland and Pampa, Texas; and Lafayette, Louisiana.

The Company provides its products and services throughtwo reportable segments: (i) Production Solutions; and (ii) Natural Gas Technologies. Any corporate costs or assets not directly related to these two reportable segments have been categorized in a separate corporate and other category.

Initial Public Offering and Reorganization Transactions

On January 15, 2025, the Company consummated the IPO of 20,470,000 shares of Class A Common Stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) for net proceeds totaling approximately $461.8 million. The IPO closed on January 17, 2025.

In connection with the IPO, the Company amended and restated the existing limited liability company agreement of Flowco LLC (“LLC Agreement”) to, among other things, (i) recapitalize all existing ownership interests in Flowco LLC held by the existing members of Flowco LLC into a new single class of LLC Interests; and (ii) issue a non-economic member interest and appoint the Company as the sole managing member of Flowco LLC upon its acquisition of the LLC interests.

Simultaneously with the IPO, the Company amended and restated its certificate of incorporation to, among other things, provide:(i)for Class A common stock, with each share of its Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally; and (ii) for Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, any shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees. As a result, the Company became a holding company and the sole managing member of Flowco LLC, with no material assets other than 100% of the voting membership interest in Flowco LLC.

Simultaneously with the IPO, the Company acquired the LLC Interests held by certain of the existing indirect owners of Flowco LLC in exchange for 5,251,620 shares of its Class A common stock. After giving effect to the use of proceeds in the IPO, the Company issued 64,823,042 shares of Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Interests held by such Continuing Equity Owners, for nominal consideration. Following the IPO, it was determined that certain allocations of Class A common stock, and of a corresponding number of Class B common stock and LLC Interests, in connection with certain reorganization transactions were made in error. Flowco LLC and the applicable members of Flowco LLC entered into an Omnibus Agreement to correct such errors through (i) a rescission of 1,057,629 LLC Interests and corresponding number of shares of Class B common stock previously issued to a White Deer Affiliate and (ii) the issuance of 1,057,629 LLC Interests to Flowco Holdings, and the issuance of 1,057,629 shares of Class A common stock to White Deer Affiliates. Such corrections did not result in any change in the aggregate number of LLC Interests issued and outstanding, or the combined number of shares of Class A common stock and Class B common stock issued and outstanding. The foregoing outstanding shares and LLC Interests give effect to the corrections set forth in the Omnibus Agreement.

Subsequent to the IPO, the Company used the net proceeds from the IPO to purchase 20,470,000 newly issued LLC Interests for approximately $461.8 million 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.

As of June 30, 2026, the Company owns 48.7% of economic interests in Flowco LLC.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Exchange Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an emerging growth company may take advantage of certain reduced reporting and other requirements that are otherwise generally applicable to public companies. These provisions include, but are not limited to:

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Exemption from the requirement to have the Company’s independent registered public accounting firm attest to management’s assessment of the effectiveness of the Company’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

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Reduced disclosure obligations regarding executive compensation;

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Exemption from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved;

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Exemption from certain requirements related to the presentation of selected financial data and Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

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The ability to delay adoption of new or revised accounting standards until such standards are required to be adopted by private companies.

The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result, the Company’s condensed consolidated financial statements may not be comparable to those of companies that comply with such new or revised accounting standards as of the effective dates applicable to public companies.

The Company will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year in which it has total annual gross revenues of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the IPO; (iii) the date on which the Company has issued more than $1 billionin non-convertible debt duringthe previous three-year period; or (iv) the date on which the Company is deemed to be a “large accelerated filer,” which means the market value of the Company’s Class A common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of the most recently completed second fiscal quarter (following twelve months from the IPO).

Basis of Presentation

The unaudited condensed consolidated financial statements accompanying these notes include the financial statements of the Company, all entities that are wholly owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated in the consolidation process. The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, results of operations, and cash flows for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, Flowco LLC and its consolidated subsidiaries. Flowco LLC meets the definition of a variable interest entity (“VIE”) for which the Company is considered the primary beneficiary due to its sole decision-making authority that controls significant activities of Flowco LLC and its obligation to absorb losses and receive benefits of the operations of Flowco LLC.

The redeemable non-controlling interests in the condensed consolidated statements of income for the three and six months ended June 30, 2026, represent the portion of earnings attributable to the economic interest in Flowco LLC held by the Continuing Equity Owners. The redeemable non-controlling interests in the condensed consolidated balance sheets as of June 30, 2026, represents the portion of the net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of June 30, 2026, the combined economic interest of redeemable non-controlling interests was 51.3%.

Note 2 - Summary of Significant Accounting Policies

Our accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These statements have been prepared in accordance with U.S. GAAP and reflect all adjustments that, in our opinion, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).

Use of Estimates

In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Items subject to estimates and assumptions include revenue recognition, allowance for credit losses, inventory reserve, impairment of goodwill, intangible assets and long-lived assets, stock-based compensation, useful lives of property, plant and equipment and intangible assets, estimation of contingencies, the incremental borrowing rate applied in lease accounting, the fair value of equity awards, tax valuation allowance and probability of making payments under the TRA (as defined in Note 11 – Income Taxes and Tax Receivable Agreement), among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities, and measurement of revenues and expenses. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s condensed consolidated financial statements will be affected.

Revisions of Previously Issued Financial Information

During the preparation of this Quarterly Report, management identified an error related to the accounting for certain cash distributions made by Flowco LLC to the Continuing Equity Owners. The distributions were recorded as reductions of retained earnings attributable to the Company rather than as reductions of redeemable noncontrolling interest attributable to the Continuing Equity Owners. Because the Company performs period-end adjustments to allocate Flowco LLC’s underlying book equity between the controlling and noncontrolling interests and to subsequently adjust redeemable noncontrolling interest to its redemption value, correcting the distribution classification also changed the presentation of the related subsequent-measurement adjustments among redeemable noncontrolling interest, additional paid-in capital, and retained earnings. The revisions also corrected the presentation of the first quarter 2025 subsequent remeasurement of redeemable non-controlling interests that was previously included in ‘IPO and the Transactions’ rather than ‘subsequent measurement of redeemable non-controlling interests’. The distribution classification revision, the resulting changes to the amount and the allocation of the related subsequent-measurement adjustments and the correcting first quarter 2025 presentation revision are collectively referred to as the “Error.”

The Error impacted the previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025; as of and for the three and nine months ended September 30, 2025; and the three months ended March 31, 2026, as well as the previously issued audited consolidated financial statements as of and for the year ended December 31, 2025. All previously issued financial statements impacted by the Error are, collectively, referred to as the “Prior Financial Statements.”

As of June 30, September 30, and December 31, 2025, the Error resulted in additional paid-in capital being overstated and retained earnings being understated by $18.1 million, $23.7 million, and $28.5 million, respectively. The Error did not affect the ending balance of redeemable noncontrolling interest or total stockholders’ equity at any of those reporting dates. As of March 31, 2026, the Error did not affect the ending balances of redeemable noncontrolling interest, additional paid-in capital, retained earnings, or total stockholders’ equity.

Management evaluated the impact of the Error in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality, SAB No. 108, Section N to Topic 1, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and ASC 250, Accounting Changes and Error Corrections. Based on both quantitative and qualitative considerations, management concluded that the Error was not material, individually or in the aggregate, to the Prior Financial Statements. The Error did not affect total stockholders’ equity, total consolidated equity inclusive of redeemable noncontrolling interest, consolidated net income, net income attributable to the Company, earnings per share, adjusted EBITDA, cash flows, liquidity, ownership percentages, or the economic rights of the Company or the Continuing Equity Owners. However, to correct the classification and presentation of the affected amounts, the Company has revised, or will revise, the Prior Financial Statements when they are next presented. The revisions were limited to the presentation of the affected redeemable noncontrolling interest, additional paid-in capital, and retained earnings activity within the equity rollforwards in the Prior Financial Statements and, as of June 30, September 30 and December 31, 2025, the related ending balance sheet classification between additional paid-in capital and retained earnings.

A summary of the revisions to the previously filed unaudited condensed consolidated balance sheet as of June 30, 2025, is presented below (in thousands):

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the three months ended June 30, 2025, is presented below (in thousands):

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the six months ended June 30, 2025, is presented below (in thousands):

A summary of the revisions to the previously filed unaudited condensed consolidated balance sheet as of September 30, 2025, is presented below (in thousands):

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the three months ended September 30, 2025 is presented below (in thousands):

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the nine months ended September 30, 2025 is presented below (in thousands):

A summary of the revisions to the previously filed audited consolidated balance sheet as of December 31, 2025, is presented below (in thousands):

A summary of the revisions to the previously filed audited consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the year ended December 31, 2025, is presented below (in thousands):

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’ equity for the three months ended March 31, 2026, is presented below (in thousands):

The Company has corrected the accounting and presentation in the accompanying condensed consolidated financial statements. Distributions to the Continuing Equity Owners and the related period-end ownership-allocation and redemption-value adjustments are appropriately reflected within redeemable noncontrolling interest, additional paid-in capital, and retained earnings. Additionally, the timeline for presenting the above revisions is as follows:

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As of and for the three and six months ended June 30, 2025 – this Quarterly Report herein;

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As of and for the three and nine months ended September 30, 2025 – the Company’s quarterly report on Form 10-Q for the three and nine months ended September 30, 2026;

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As of and for the year ended December 31, 2025 – the Company’s annual report on Form 10-K for the year ended December 31, 2026; and

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For the three months ended March 31, 2026 – the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2027.

Fair Value Measurements

Accounting standards applicable to fair value measurements establish a framework for measuring fair value and stipulate disclosures about fair-value measurements. The standards apply to recurring and non-recurring financial and non-financial assets and liabilities that require or permit fair-value measurements. Among the required disclosures is the fair-value hierarchy of inputs the Company uses to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows:

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Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

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Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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Level 3 inputs are unobservable inputs for the asset or liability.

As of June 30, 2026, and December 31, 2025, the Company’s financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt. The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities. Our five-year senior secured revolving credit facility (the “Revolving Credit Facility”) applies floating interest rates to amounts drawn under the facility; therefore, the carrying amount of our Revolving Credit Facility also approximates its fair value. The estimated fair value of the Revolving Credit Facility is classified within Level 2 of the fair value hierarchy.

Recurring Fair Value Measurements

The Company did not have any assets or liabilities that were measured at fair value on a recurring basis as of June 30, 2026.

Non-Recurring Fair Value Measurements

The Company’s nonrecurring fair value measurements as of June 30, 2026 primarily relate to assets acquired and liabilities assumed in the Valiant transaction. These assets and liabilities were recorded at their estimated fair values as of their acquisition date. For more information, see Note 3 – Business Combination and Asset Acquisition.

Property, Plant and Equipment, Net

Property, plant and equipment, net are stated at cost, net of accumulated depreciation. Depreciation of property, plant and equipment is provided over the estimated useful lives of the respective assets or groups of assets, using the straight-line method. Any property, plant and equipment acquired in connection with a business combination will be recorded at its fair value as of the acquisition date and depreciated over its remaining economic useful life using the straight-line method.

Expenditures for additions, major renewals, and betterments are capitalized, and expenditures for maintenance and repairs are charged to earnings as incurred. The estimated useful lives of major asset categories, which have been updated to incorporate the assets acquired from the Valiant Acquisition (described within Note 3 – Business Combination and Asset Acquisition) are as follows:

When assets are retired or otherwise disposed of, the cost and the applicable accumulated depreciation is removed from the respective accounts and the resulting gain or loss is reflected in earnings.

Intangible Assets Other Than Goodwill

Intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any. Subsequent expenditures for intangible assets are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets. The Company's intangible assets, which have been updated to incorporate the assets acquired from the Valiant Acquisition (described within Note 3 – Business Combination and Asset Acquisition), are amortized using the straight-line method over their respective estimated useful lives below:

New Accounting Pronouncements to be Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, companies will need to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. The Company is still considering the impact of ASU 2024-03 on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. This update aims to improve consistency and comparability in financial reporting and will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Implementation of ASU 2025-03 requires a prospective application. The Company is currently reviewing the provisions of this update and does not expect the adoption of ASU 2025-03 to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 aims to better align current software development processes when considering capitalization of internal-use software costs. ASU 2025-06 is effective for public business entities for fiscal years beginning after December 15, 2027 and interim periods within those annual periods. The Company is currently evaluating the impact on its consolidated financial statements.

The Company considers the applicability and impact of all ASUs. ASUs not listed above were evaluated and determined to either be not applicable, already adopted and disclosed or not material upon adoption.

Note 3 – Business Combination and Asset Acquisition

Valiant Business Combination

On March 2, 2026, the Company closed on the acquisition of 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”).

Valiant was one of the largest private, pure-play providers of ESP systems in the U.S., providing linear ESP systems, surface fluid transfer systems, and well surveillance solutions to operators primarily in the Permian Basin. Strategically, this transaction (the “Valiant Acquisition”) is expected to afford the Company with opportunities to realize significant synergies with its existing product and service offerings. The Valiant Acquisition is expected to enhance the Company’s ability to support customers earlier in the well’s production lifecycle and maintain ongoing involvement as operating conditions evolve, creating additional operational opportunities throughout the life of the well. The Company also expects to leverage its expanded footprint and customer relationships to cross-sell these complementary technologies across its combined customer base, supporting continued growth in the Permian Basin and other U.S. basins.

In connection with the consummation of the Valiant Acquisition, the Company paid aggregate consideration of approximately$316.0 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 (“Common Stock,” and such shares issuable, the “Stock Consideration”). The Company funded the cash consideration through available capacity under its Revolving Credit Facility (described further herein in Note 10 - Long-Term Debt). Upon the consummation of the Valiant Acquisition, both the Acquired Company and Valiant became wholly owned subsidiaries of the Company.

The Company accounted for the Valiant Acquisition as a business combination pursuant to Accounting Standards Codification 805 (“ASC 805”), which requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their acquisition date fair value. Any excess of consideration transferred over the estimated fair value of assets acquired, net of liabilities assumed, is recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed 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.

The purchase price allocation presented below remains preliminary as the Company finalizes its valuation of certain assets acquired and liabilities assumed as of the acquisition date. The provisional amounts relate primarily to property and equipment, identifiable intangible assets, deferred income taxes and the resulting goodwill. Based on the information currently available, the Company does not expect any further refinements to the preliminary purchase price allocation to be material. The Company will finalize the purchase price allocation within the measurement period, but no later than one year from the acquisition date.

The following table presents the preliminary purchase price allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed as of March 2, 2026 (in thousands):

The fair value of the assets acquired and liabilities assumed are categorized in the following levels:

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Level 1 – Cash and cash equivalents, based on observable inputs such as quoted prices in active markets at the measurement date for identical assets or liabilities.

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Level 2 – Receivables, inventory, other current assets, right of use assets, accounts payable, accrued expenses, deferred revenue, lease obligations and deferred tax liability; based on inputs that are observable such as quoted prices in markets that are not active (e.g. quoted pricing on vendor invoices), or inputs which are observable, for substantially the full term of the asset or liability.

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Level 3 – Intangibles, property, plant and equipment; based on unobservable inputs for which there is little or no market data and which assumptions are made about how market participants would price the assets or liabilities. The Company used a combination of the income, cost and market participant approaches based on various assumptions and inputs.

Property, plant and equipment acquired consists primarily of (i) leased fleet assets such as cable, pumps, transformers, variable speed drives and (ii) machinery equipment and manufacturing fixtures. These assets will be depreciated on a straight-line basis over the estimated useful lives of the assets.

Preliminary value of identifiable intangible assets relates to contract-based customer relationship, trade name and non-compete agreement with certain executives of Valiant and will be amortized over the period of expected benefit for each respective asset. Identifiable intangible assets and their amortization periods are estimated as follows (in thousands):

The significant assumptions used by management in determining the fair values of intangible assets include future revenues, margins, discount rates, customer attrition rates, royalty rates, and terminal growth rates. The discount rate used was 15.0%, customer attrition rates ranged from 5.0% to 10.0%, with a weighted average of 8.6%, and royalty rates were 1.5%.

The preliminary allocation of purchase price above includes approximately$55.5 million allocated to nondeductible goodwill and is supported by the strategic benefits (discussed above) to be generated from the Valiant Acquisition. For discussion pertaining to goodwill assignment by segment resulting from the Valiant Acquisition, see Note 8 – Goodwill and Intangible Assets, Net.

The following table sets forth the acquisition consideration for the Valiant Acquisition as of March 2, 2026 (in thousands):

Net Sales and net income of Valiant included in the accompanying condensed consolidated statements of operations for the period from March 2, 2026 to June 30, 2026 were$43.6 million and$9.3 million, respectively. The following table sets forth the unaudited supplemental pro forma financial information for the three and six months ended June 30, 2026 and 2025, as if the Company had completed the Valiant Acquisition on January 1, 2025 (in thousands):

Archrock Asset Acquisition

On July 1, 2025, the Company entered into an asset purchase agreement with Archrock, Inc. (“Archrock”), pursuant to which the Company would acquire certain HPGL and VRU systems, related intangible assets, and a small amount of inventory, for cash consideration of $71 million. The Company completed this transaction on August 1, 2025 and accounted for this transaction as an asset acquisition under ASC 805, as substantially all of the fair value is concentrated in a group of similar identifiable assets. As such, the Company allocated the total cost of the asset acquisition to the net assets acquired on the basis of their estimated relative fair values on the acquisition date. Transaction costs incurred in connection with this transaction were de minimis.

The purchase price allocation related to the Archrock acquisition is as follows (in thousands):

Note 4 – Revenue Recognition

The Company’s revenues are derived from multiple sources. The following are descriptions of its principal revenue generating activities.

Rental Revenue

The Company earns rental revenue from leasing production equipment, primarily artificial lift and compression systems, under operating leases in accordance with the authoritative guidance for leases (“ASC 842”). Rental contracts range from month to month up to 48 months, with billing at a fixed monthly rate and payment typically due within 15 to 60 days. Upon lease commencement, the Company evaluates rental agreements to determine classification, but all agreements have been classified as operating leases, keeping the equipment on the balance sheet and depreciating it accordingly. Rental revenue is recognized on a straight-line basis over the lease term. Additionally, the Company has elected a practical expedient to combine lease and non-lease components (such as maintenance services) into a single component, as their timing and pattern of transfer are the same. To protect its assets, the Company incorporates risk mitigation measures in rental agreements, including monitoring, maintenance, and customer liability clauses for damage or loss.

Sales Revenue

Sales revenue is recognized in accordance with ASC 606, which follows a five-step model to determine when and how revenue is recorded. Typically, contracts involve a single performance obligation, and revenue is recognized at a point in time when control of the product transfers to the customer. Sales revenue is measured as the fixed consideration expected from the customer, with payments generally collected within 15 to 70 days. Since the time between the sale and payment does not exceed a year, the Company does not include a financing component in its contracts. Additionally, there are no material costs associated with obtaining contracts, no right of return, and no significant post-delivery obligations.

The Company’s sales revenue primarily comes from three categories: (i) equipment and compressors, (ii) oil & gas products and parts, and (iii) maintenance and repair services:

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For equipment and compressors, revenue is recognized when fabrication is complete, the product is segregated, and the customer has been notified that it is ready for pickup. At this point, the Company invoices the customer, and ownership risks and rewards transfer to the customer per the contract terms. The customer is responsible for arranging transportation, and while awaiting pickup (typically within 2 to 14 days), the equipment remains in the Company’s possession but is designated for the specific customer. The Company does not have the right to direct the product elsewhere.

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For oil and gas products and parts, the Company has a single performance obligation – the manufacture and sale of the contracted goods. Revenue is recognized upon the transfer of control which occurs at a point in time upon delivery. The transaction price is based on the standalone sales price of each good, and payments are typically collected within 15 to 70 days. Shipping and handling are treated as fulfillment activities and recognized as costs of sales. Any sales taxes collected are excluded from revenue.

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For maintenance and repair services, the Company provides services for gas lift systems, plunger lift systems, downhole fluid recovery, and related activities. Revenue is recognized at a point in time upon completion of the service, which typically takes one to three days from commencement. The transaction price corresponds to the standalone price of the completed service, with payments generally collected within 30 to 45 days. Similar to product sales, taxes collected from customers are excluded from reported revenues.

Disaggregation of Revenues

The following table presents our third-party revenue from contracts with customers by reportable segment (see Note 17 – Segment Information) and disaggregated by major product and service lines, timing of revenue recognition, and geographical markets for the three and six months ended June 30, 2026 (in thousands):

(1)All of revenue for these service lines are recognized in accordance with ASC 842 as described within the Revenue Recognition section above.

The following table presents our third-party revenue from contracts with customers by reportable segment (see Note 17 – Segment Information) and disaggregated by major product and service lines, timing of revenue recognition, and geographical markets for the three and six months ended June 30, 2025 (in thousands):

(1)All of revenue for these service lines are recognized in accordance with ASC 842 as described within the Revenue Recognition section above.

Deferred Revenue

As of June 30, 2026, the Company had a deferred revenue balance of$18.9 million compared to the December 31, 2025 balance of$7.4 million. Deferred revenue represents our obligation to transfer products to or perform services for a customer for which we have received cash or billed in advance. The revenue that has been deferred will be recognized upon product delivery or as services are performed. As of June 30, 2026, the Company didnot have any contracts with an original length of greater than a year from which revenue is expected to be recognized in the future related to performance obligations that are unsatisfied.

Note 5 – Inventory

Inventory consists of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Note 6 – Property, Plant and Equipment

Property, plant and equipment consist of the following as of June 30, 2026 and December 31, 2025 (in thousands):

The Company’s rental fleet included in machinery and equipment was$1.0 billion (approximately$0.7 billion, net of accumulated depreciation) as of June 30, 2026 and$1.0 billion (approximately$0.7 billion, net of accumulated depreciation) as of December 31, 2025.

Depreciation expense for the six months ended June 30, 2026 and 2025 was approximately$65.5 million and $47.8 million, respectively.

The Company reviews long-lived tangible assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy, among others. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to estimated future undiscounted net cash flows expected to be generated by the asset. Impairment losses are recognized in the period in which the impairment occurs and represent the excess of the asset carrying value over its fair value estimated using future discounted net cash flows. No impairment was recorded for thesix months ended June 30, 2026 and 2025.

Note 7 – Leases

Amounts Recognized in the Condensed Consolidated Balance Sheets

The condensed consolidated balance sheets consist of the following amounts relating to operating and finance leases (in thousands):

Additions to operating right-of-use assets during the six months ended June 30, 2026 and 2025, were approximately$7.8 million and$0.8 million, respectively. Additions to finance right-of-use assets during the six months ended June 30, 2026 and 2025, were approximately$5.7 million and$9.4 million, respectively. Disposals of the right-of-use assets during the six months ended June 30, 2026 and 2025, were approximately$1.7 million and$4.0 million, respectively.

The weighted average lessee’s incremental borrowing rate applied to the operating and finance lease liabilities as of June 30, 2026 was 7.0% and 6.4%, respectively. The weighted average lessee’s incremental borrowing rate applied to the operating and finance lease liabilities on December 31, 2025 was 6.6% and 6.9%, respectively. The weighted average remaining lease term for operating and finance lease on June 30, 2026 was 3.09 years and 2.21 years, respectively. The weighted average remaining lease term for operating and finance lease on December 31, 2025 was 2.80 years and 2.68 years, respectively.

Amounts Recognized in the Condensed Consolidated Statements of Operations

The condensed consolidated statements of operations consist of the following amounts relating to leases (in thousands):

The table below shows the total cash outflows for leases for the periods presented (in thousands):

The table below reconciles the undiscounted future minimum operating and finance lease payments to the operating and finance lease liabilities recorded on the balance sheet as of June 30, 2026 (in thousands):

Lessor Accounting

Rental agreements are for the rental of our compression and ESP systems to customers. Rental revenue for the six months ended June 30, 2026 and 2025, were approximately$254.5 million and$199.4 million, respectively. Revenue related to these rental agreements is reflected as rental revenue in the condensed consolidated statements of operations.

Scheduled future minimum lease payments to be received by the Company as of June 30, 2026 for each of the next five years is as follows (in thousands):

Note 8 – Goodwill and Intangible Assets, Net

Goodwill

The following table summarizes the activity in goodwill balance for periods presented below (in thousands):

As discussed in Note 3 – Business Combination and Asset Acquisition, the Company accounted for the Valiant Acquisition as a business combination pursuant to ASC 805, and recorded excess consideration above the fair value of identifiable assets acquired, net of liabilities assumed, as goodwill in the amount of$55.5 million.

Goodwill is not subject to amortization but is tested for impairment on an annual basis or more frequently if indicators arise. No events or changes in circumstances were present as of June 30, 2026, which indicated the fair value of the Company's reporting unit was below the respective carrying amount. As such, no goodwill impairment expense was recorded during thethree and six months ended June 30, 2026.

Intangible Assets

Intangible assets, net, consist of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Amortization expense totaled$18.3 million and$15.7 million for the six months ended June 30, 2026 and 2025, respectively.

The Company reviews finite-lived identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. If such indicators are present, the Company performs a recoverability test by comparing the estimated future undiscounted net cash flows expected to be generated by the asset group to its carrying amount. If the carrying amount of the asset group exceeds the estimated future undiscounted net cash flows, an impairment loss is recognized in the period in which the impairment occurs and represents the excess of the asset carrying value over its estimated fair value. During the six months ended June 30, 2026 and 2025, the Company didnot record any impairment associated with its finite-lived identifiable intangible assets.

As of June 30, 2026, the weighted average remaining useful lives for the Company's intangible assets are as follows:

Amortization expense is classified in operating expenses on the accompanying consolidated statements of operations. Estimated future amortization expense as of June 30, 2026 for each of the next five years and thereafter is as follows (in thousands):

Note 9 – Supplemental Information to the Condensed Consolidated Financial Statements

Allowance for Credit Losses

The following table summarizes the change in the accounts receivable allowance for credit losses for the periods presented (in thousands):

Contract Balances

The following table provides information about accounts receivable and deferred revenues from contracts with customers (in thousands):

The Company does not disclose the aggregate transaction price for remaining performance obligations, generally because either the revenue from the satisfaction of the performance obligations is recognized in the amount invoiced or the original expected duration of the contract is one year or less.

Contract liabilities represent consideration received or consideration which is unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract and is included within deferred revenue in the accompanying consolidated balance sheets.

The following table presents a reconciliation of contract liabilities for the periods presented (in thousands):

During the three and six months ended June 30, 2026, the Company recognized$4.7 million and$4.9 million, respectively, that were included within the deferred revenue balances at the beginning of the period. During the three and six months ended June 30, 2025, the Company recognized$4.5 million and$7.0 million, respectively, that were included within the deferred revenue balances at the beginning of the period.

Accrued Liabilities

Accrued liabilities as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

Supplemental Cash Flow Information

Note 10 – Long-Term Debt

Long-term debt consists of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Revolving Credit Facility

On August 20, 2024, Flowco LLC and its subsidiaries (the “Borrowers”) entered into a credit agreement, as amended to date, (the “Credit Agreement”), which provides for a $725 million, five-year senior secured revolving credit facility (the "Revolving Credit Facility"). The Company has the ability to request the issuance of letters of credit under the Revolving Credit Facility in an aggregate amount of up to $20 million. As of June 30, 2026, the Company had$1.2 million of outstanding letters of credit. The Company also has the ability to borrow swingline loans under the Revolving Credit Facility in an aggregate principal amount of up to $50 million.

The Revolving Credit Facility matures on August 20, 2029, and can be used for working capital, capital expenditures, and acquisitions.

The borrowing base is determined by eligible accounts receivable, inventory, and equipment values, subject to reserves. Borrowing availability depends on the lesser of the aggregate revolving commitment or borrowing base, minus outstanding loans and letters of credit. Borrowings can be based on either an alternate base rate (ABR) or a term SOFR rate, with interest margins ranging from 0.75% to 2.50%, depending on the total leverage ratio. As of June 30, 2026, the Company had$298.4 million of outstanding borrowings and$422.1 million of available borrowing capacity under the facility at a 3.72% SOFR rate plus a 1.75% margin, for an all-in rate of 5.47%.

The Revolving Credit Facility contains financial covenants with respect to minimum interest coverage ratio and maximum total leverage ratio, as detailed below.

•

The Borrowers will not permit the Interest Coverage Ratio (as defined in the Credit Agreement), as of the end of any calendar quarter commencing with the calendar quarter ending December 31, 2025, to be less than 2.50 to 1.00; and

•

The Borrowers will not permit the Total Leverage Ratio (as defined in the Credit Agreement), as of the end of any calendar quarter commencing with the calendar quarter ending December 31, 2025, to be greater than 3.50 to 1.00.

The Borrowers were in compliance with all covenants as of June 30, 2026.

The debt issuance costs are being amortized to interest expense over the life of the Revolving Credit Facility. Unamortized debt issuance costs are included in other assets in the accompanying condensed consolidated balance sheets. The Company recorded$9.9 million and$11.8 million interest expense for the six months ended June 30, 2026 and 2025, respectively, related to the Revolving Credit Facility and the Estis Credit Facility, respectively.

The schedule of future maturities of long-term debt as of June 30, 2026, consists of the following (in thousands):

Note 11 – Income Taxes and Tax Receivable Agreement

Provision for Income Taxes

The Company is organized as a corporation for income tax purposes and is subject to federal, state and local taxes on its income, which is primarily sourced from its membership interest in Flowco LLC held for any given reporting period. Flowco LLC is a partnership for U.S. federal and state income tax purposes and is considered as a pass-through entity. As such, its net taxable income and related tax credits, if any, are passed through to its members and included in the members' tax returns. The income or losses attributable to the non-controlling interest holders are not included in the Company’s federal or state income tax returns. Consequently, the tax effects of the redeemable non-controlling interests are reflected as a permanent difference in the Company’s effective tax rate reconciliation.

For the three and six months ended June 30, 2026 , the Company recorded income tax provision of$4.6 million and$8.7 million, respectively, which includes$0.4 million and$0.9 million, respectively, of Texas margin tax. The Company’s effective tax rate was 13.1% and 12.9% for the three and six months ended June 30, 2026, respectively.

For the three months ended June 30, 2025 and the period from January 16, 2025, to June 30, 2025, the Company recorded income tax provision of$3.9 million and$6.5 million, respectively, which includes$0.6 million and$1.0 million of Texas margin tax for both periods. The Company’s effective tax rate was 12.2% and 10.6% for the three months ended June 30, 2025 and the period from January 16, 2025, to June 30, 2025, respectively. As the Company had no business transactions or activities prior to the IPO, no income taxes were incurred for the period from January 1, 2025, to January 15, 2025.

Significant reconciling items between this effective rate and the U.S. federal statutory tax rate of 21% are primarily related to the absence of taxes on income allocable to redeemable non-controlling interests and additional valuation allowance recorded during thethree and six months ended June 30, 2026.

Tax Receivable Agreement

In connection with the IPO and the Transactions in January 2025, the Company entered into the Tax Receivable Agreement (“TRA”) with the Continuing Equity Owners that provides for the payment by the Company to the Continuing Equity Owners of 85% of the benefits, that the Company realizes, or is deemed to realize, as a result of (i) future redemptions funded by the Company or exchanges of Common Units of Flowco LLC for the Company’s Class A common stock, and (ii) the Company’s allocable share of existing tax basis acquired in its IPO and other tax benefits related to entering into the TRA.

The TRA liability is calculated by determining the tax basis subject to the TRA and applying a blended tax rate to the basis differences and calculating the resulting iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other expense, net.

During the three and six months ended June 30, 2026, the Company acquired an aggregate of 2,140,715 and 14,182,444 Common Units of Flowco LLC, respectively, in connection with the redemption of Common Units from the Continuing Equity Owners, which resulted in an increase in the tax basis of the Company’s investment in Flowco LLC, subject to the provisions of the TRA (the “Common Unit Conversions”). As a result of these exchanges, during the three and six months ended June 30, 2026, the Company recognized an increase to its deferred tax assets (net of valuation allowance) in the amount of $4.5 million and $11.1 million, respectively and corresponding TRA liabilities of $15.7 million and $86.2 million, respectively, representing 85% of the tax benefits expected to be paid out to the Continuing Equity Owners.

As of June 30, 2026, the total amount due under the TRA was$108.2 million, and the Company has yet to make its first TRA payment. The Company estimates that it will pay approximately $3.5 million of the TRA liability within the next 12 months. Based on current estimates, the Company doesnot expect any payments under the TRA in the remainder of 2026.

Valiant Acquisition

On March 2, 2026, the Company completed the Valiant Acquisition, see Note 3 – Business Combination and Asset Acquisition. The Company accounted for the Valiant Acquisition as a business combination pursuant to ASC 805, which required, among other things, that identifiable assets acquired and liabilities assumed be recognized at their acquisition date fair value. Any excess of consideration transferred over the estimated fair value of assets acquired, net of liabilities assumed, was recorded as goodwill. Additionally, the tax basis of the acquired net assets differed from their respective book bases, which was calculated at their acquisition date fair value. Accordingly, certain assets and liabilities retained their historical tax basis, while their fair values were stepped-up for financial reporting purposes in accordance with ASC 805. This resulted in temporary differences, related to identifiable assets and other fair value adjustments recognized in purchase accounting. As a result of these differences, the Company recorded a deferred tax liability of $22.2 million during thesix months ended June 30, 2026, reflecting the future tax consequences of the reversal of these differences. This deferred tax liability was offset by a deferred tax asset recognized in connection with the Common Unit Conversions, which gave rise to the future tax benefits expected to be realized by the Company. The deferred tax asset exceeds the deferred tax liability described above and, accordingly, the net impact of these items is presented within deferred tax assets in the accompanying condensed consolidated balance sheets.

Note 12 – Stockholders’ Equity and Redeemable Non-Controlling Interests

Equity Structure Prior to the IPO

Prior to the IPO, members’ equity was inclusive of additional paid-in capital and retained earnings of Flowco LLC. The capital structure of Flowco LLC consisted of only one class of limited partnership interests, Class A units. As of January 15, 2025, Flowco LLC had 10,000,000 Class A units outstanding. There were no Class A units outstanding as of December 31, 2025.

Post IPO and Current Equity Structure

The following table summarizes the capitalization and voting rights of the Company’s classes of stock as of June 30, 2026:

The Company’s board of directors (“Board of Directors”) is authorized to direct the Company to issue shares of preferred stock in one or more series at its discretion to determine the number and designation of such series and the powers, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Through June 30, 2026, no series of preferred stock have been issued.

Holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata the remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption, or conversion rights. There are no redemption or sinking fund provisions applicable to the Class A common stock.

Except in certain limited circumstances, holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, holders of shares of Class B common stock do not have preemptive, subscription or redemption rights. There are no redemption or sinking fund provisions applicable to the Class B common stock. Any amendment of the Company’s amended and restated certificate of incorporation that gives holders of Class B common stock (1) any rights to receive dividends or any other kind of distribution, (2) any right to convert into or be exchanged for shares of Class A common stock, or (3) any other economic rights (except for payments in cash-in-lieu of receipt of fractional stock) will require, in addition to any stockholder approval required by applicable law, the affirmative vote of holders of a majority of the voting power of the outstanding shares of Class A common stock voting separately as a class. The Company must, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, and (ii) maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by such Continuing Equity Owners.

Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Only permitted transferees of LLC Interests held by the Continuing Equity Owners will be permitted transferees of Class B common stock. Shares of Class B common stock are automatically transferred to Flowco Holdings upon the redemption or exchange of their LLC Interests pursuant to the terms of the Flowco LLC Agreement and such shares of Class B common stock will be canceled and may not be reissued.

The LLC Interests held by Continuing Equity Owners include a redemption right which may be settled by the Company, through the (1) issuance of a new share of Class A common stock for each LLC Interest redeemed or (2) settled by cash proceeds received from a qualifying offering of Class A common stock. The LLC Interests are classified as temporary equity as the cash settlements are not at the sole discretion of the Company.

Redemptions of LLC Interests

During the six months ended June 30, 2026, certain Continuing Equity Owners redeemed 14,182,444 of their Common Units of Flowco LLC, along with their corresponding shares of Class B common stock, in exchange for an equal number of shares of Class A common stock. Simultaneously, and in connection with these exchanges and redemptions, the Company canceled the exchanged shares of Class B common stock. As a result, the exchanged and redeemed LLC Interests are now considered to be within the control of the Company for accounting purposes, and the redeemable non-controlling interest associated with these redeemed shares was reclassified from temporary equity to permanent equity in the six months ended June 30, 2026.

As of June 30, 2026, the Company holds a 48.7% economic interest in Flowco LLC through its ownership of 43,964,877 LLC Interests but consolidates Flowco LLC as sole managing member. The remaining 46,380,539 LLC Interests, representing an 51.3% interest, are held by the Continuing Equity Owners.

Share Repurchase Program

On June 11, 2025, the Board of Directors authorized a$50 million share repurchase program (the “Repurchase Program”) to reacquire shares via open market purchase, privately negotiated transactions, or by other means in accordance with the regulations of the Securities and Exchange Commission. The Repurchase Program does not obligate the Company to repurchase any particular amount of shares and may be modified, suspended, or discontinued at any time. The timing of purchases and the number of shares repurchased under the Repurchase Program will depend on a variety of factors including price, trading volume, market conditions and corporate and regulatory requirements.

During the six months ended June 30, 2026, the Company repurchased 780,000 shares of Class A common stock under the Repurchase Program at an average price of$21.18 per share for a total cost of$16.5 million inclusive of commissions and fees. Accrued excise taxes from these repurchases were$0.2 million and is included within accrued expenses in the accompanying condensed consolidated balance sheets. As of June 30, 2026, all repurchased shares had been canceled and retired, resulting in a permanent reduction in both the number of shares outstanding and the Company’s total stockholders’ equity.

As of June 30, 2026, the remaining total available authorization under the Repurchase Program was approximately$18.5 million.

Redeemable Non-Controlling Interests

After the IPO, the Company became the sole managing member of Flowco LLC, and has the sole voting interest in, and control of the management of, Flowco LLC. As a result, the Company consolidates the financial results of Flowco LLC. The redeemable non-controlling interests on the accompanying condensed consolidated balance sheets represents the economic interest in Flowco LLC held by the Continuing Equity Owners, adjusted to equal the greater of (i) 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 (ii) 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.

The ownership of the LLC Interests as of June 30, 2026, is summarized as follows:

Distributions to Members

As a limited liability company treated as a partnership for income tax purposes, Flowco LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. Under the LLC Agreement, Flowco LLC is required to distribute cash, to the extent that Flowco LLC has cash available, on a pro rata basis to its members, including the Company, to the extent necessary to cover the Company’s tax liabilities, if any, with respect to each member’s share of Flowco LLC’s taxable earnings. Additionally, the Company may also, from time to time, make supplemental tax distributions to the extent a member, other than the Company, has an assumed tax liability in excess of the distributions made; however, these supplemental distributions must be made on a pro rata basis to all members, including the Company.

The following table summarizes total distributions made by Flowco LLC to the Continuing Equity Owners and the Company during the three and six months ended June 30, 2026 and 2025 (in thousands):

Note 13 – Earnings per Share

Basic earnings per share is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed by adjusting the net income available to the Company and the weighted average shares outstanding to give effect to potentially dilutive securities. Shares of Class B common stock are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities.

Earnings per share is presented for the three and six months ended June 30, 2026, the three months ended June 30, 2025 and the period from after the IPO, January 16, 2025, to June 30, 2025. Prior to the IPO the membership structure consisted of Common Units and Class A Units. Flowco Holdings’ current capital structure is not reflective of the capital structure of Flowco LLC prior to the IPO and the Transactions. Therefore, earnings per share for the three and six months ended June 30, 2025, has been calculated based solely on the post-IPO period, as earnings per share is not meaningful for the period from January 1, 2025 to January 15, 2025, due to the different capital structure. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income per share of Class A common stock for the periods following the Transactions:

For the three and six months ended June 30, 2026, the three months ended June 30, 2025, and for the period from January 16, 2025 to June 30, 2025, the assumed redemption of LLC Interests in exchange for shares of Class A common stock was antidilutive under the if-converted method. Accordingly, the related add-back of net income attributable to redeemable non-controlling interests and the corresponding incremental Class A common shares were excluded from the computation of diluted earnings per share.

The impact of unvested RSUs was dilutive and has been included using the treasury stock method for the three and six months ended June 30, 2026, the three months ended June 30, 2025, and for the period from January 16, 2025 to June 30, 2025.

Note 14 – Stock-Based Compensation

The Company’s 2025 Equity and Incentive Plan (the “Equity Plan”) provides common-stock-based awards to both employees and non-employee directors. The Equity Plan is administered by the Company’s Board of Directors and by the compensation committee with respect to other participants and authorizes the Company to grant incentive stock-based awards. To date, no more than 6,000,000 shares of Class A common stock in the aggregate may be issued under the Equity Plan in connection with incentive stock options. The Equity Plan permits the granting of various types of awards including, but not limited to, restricted stock units (“RSUs”) and performance stock units (“PRSUs”).

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). The Company recognizes compensation expense on all stock-based awards on a straight-line basis, measured using their respective grant-date fair value. The Company accounts for forfeitures when they occur and recognize the impact to compensation expense accordingly.

The maximum number of shares that are subject to awards under the Equity Plan is subject to an annual increase equal to the lesser of 2% of the number of Class A shares common stock issued and outstanding on December 31 of the immediately preceding calendar year and an amount determined by our Board of Directors. As of June 30, 2026,4,292,372 shares of Class A common stock are available for future grant under the Equity Plan. The following table summarizes compensation expense for RSUs and PRSUs for thethree and six months ended June 30, 2026 and 2025. These costs are included in selling, general and administrative costs in the accompanying condensed consolidated statements of operations.

Restricted Stock Units

The RSU awards granted to the Company’s executives and employees generally vest over a three-year period, either vesting ratably in equal tranches over the vesting period or cliff vest on the third anniversary of the award grant date, with accelerated vesting upon a qualifying change in control of the Company. The RSU awards granted to non-employee directors vest in twelve equal installments on each of the first twelve quarterly anniversaries following the grant date of the award, subject to such non-employee director continuing in service through such date. Each RSU represents a contingent right to receive one share of Class A Common Stock.

The following table summarizes the RSU award activity under the Equity Plan for thesix months ended June 30, 2026:

There was approximately$21.8 million of unrecognized compensation expense relating to the unvested RSUs as of June 30, 2026. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of 1.7 years.

Performance Restricted Stock Units

The PRSU awards are granted to the Company’s executive officers. Under these awards, the number of shares vested and earned is typically determined at the end of athree-year performance period based on the total stockholder return of the Company’s common stock (“TSR”). The number of shares earned may range from 0% to 200% of the target units set forth in the applicable award agreement and is determined at the end of the performance period conditioned upon continued service and the Company’s achievement of certain predefined targets as defined in the underlying PRSU agreements. PRSUs generally cliff vest upon the conclusion of thethree-year performance period subject to review and approval of the compensation committee. As the TSR target represents a market condition, the Company recognizes compensation expense for the PRSUs on a straight-line basis over the requisite service period, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered.

The following table summarizes the PRSU award activity under the Equity Plan for thesix months ended June 30, 2026:

There was approximately$3.6 million of unrecognized compensation expense relating to the unvested PRSUs as of June 30, 2026. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of 2.5 years.

Note 15 – Employee Benefit Plan

The Company maintains a 401(k) retirement savings plan for the employees who meet certain eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, the Company matches 80 to 100% of an employee’s contribution to the 401(k) plan, with the matching contribution from the Company up to 4.5% of the employee’s compensation. These matching contributions vest immediately.

The Company’s matching contributions amounted to approximately$2.1 million and$2.1 million during the six months ended June 30, 2026 and 2025, respectively.

Note 16 – Commitments and Contingencies

Claims and Legal Proceedings

The Company is, and from time to time may be, subject to various claims and legal proceedings which arise in the ordinary course of business. The Company accrues liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company also maintains insurance coverage for certain matters, including employment practices and other fiduciary liabilities. Insurance recoveries are recognized separately from the related loss contingency when recovery is deemed probable and are not offset against the related accrued liability in the accompanying condensed consolidated balance sheets.

As of June 30, 2026, the Company had accrued an estimated loss of $8.0 million associated with legal matters for which management concluded that a loss was probable and reasonably estimable. The related accrued liability is included within accrued expenses, and the corresponding insurance recovery receivable is included within prepaid expenses and other current assets, in the accompanying condensed consolidated balance sheets. The Company expects to recover substantially all of the estimated loss under its applicable insurance coverage, subject to the terms, conditions and deductible of the insurance policy. Based on the information currently available, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’scondensed consolidated financial position, results of operations or cash flows.

Other than the matters described above, in the opinion of management, there are no pending legal matters that are likely to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows.

Note 17 – Segment Information

Our operations are primarily based in the United States. All material revenues of the Company are derived from the United States. Substantially all long-lived assets of the Company are located in the U.S.

The Company identifies reportable operating segments based on management’s structure, the customers’ application of its products and services offered by each and the financial data utilized by the Company’s Chief Executive Officer (the chief operating decision maker or “CODM”) to assess segment performance and allocate resources among segments. The Company’stwo reportable operating segments are as follows:

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Production Solutions: relates to rental, sale and services related to high pressure gas lift, electric submersible pump lift, conventional gas lift and plunger lift. This segment includes rental, sales, and service revenues.

•

Natural Gas Technologies: relates to the design, manufacturing, rental, sales and servicing of vapor recovery and natural gas systems. This segment includes rental, sales, service revenues and emissions management and monetization technology.

Corporate headquarters and certain functional departments do not earn revenues but incur costs which do not constitute business activities. Therefore, these corporate headquarters and certain functional departments do not qualify as an operating segment and have been included within corporate and other, which is also not considered a reportable segment. Corporate and other includes (i) corporate and overhead costs, and (ii) capitalized costs related to the IPO and debt issuance and does not include any immaterial and aggregated operating segments.

The CODM assesses segment performances and allocates resources based on profitability. The CODM evaluates operating performance and decides how to allocate resources based on segment profit or loss, which is equivalent to segment income from operations, as well as Adjusted EBITDA, a non-GAAP measure defined as adjusted earnings before interest, income taxes, depreciation and amortization. The CODM uses the segment profit or loss for each segment predominantly in the annual budget and forecasting process. The CODM considers quarter-to-quarter variances on a sequential basis when making decisions about the allocation of operating and capital resources to each segment.

The tables below contain revenues and certain expenses regularly presented to the CODM in order to make decisions regarding the Company's business, including resource allocation and performance assessments for the periods presented (in thousands):

(1)Represents the significant expense categories and amounts for each reportable operating segment that are regularly provided to the chief operating decision maker.

(2)Comprised primarily of expenses not allocated to our reportable segments.

(1)Represents the significant expense categories and amounts for each reportable operating segment that are regularly provided to the chief operating decision maker.

(2)Comprised primarily of expenses not allocated to our reportable segments.

The following tables set forth certain selected financial information for our operating segments for the periods presented (in thousands):

Note 18 – Subsequent Events

On July 30,2026, the Company’s Board of Directors approved a quarterly cash dividend for the Company’s shares of Class A common stock. The dividend for each share of Class A common stock will be $0.09 per share payable to holders of Class A common stock of record as of the close of business on August 14, 2026, andwill be paid on August 26, 2026. Flowco LLC will also make a corresponding distribution of $0.09 per unit to its common unit holders.

On August 10, 2026, the Company’s Board of Directors approved a one-time special cash dividend of $0.14 per share of Class A common stock, payable on August 31, 2026, to holders of record as of the close of business on August 21, 2026 (the “Special Dividend”). The Special Dividend will be funded from cash available on hand. The Special Dividend applies only to the Company’s outstanding shares of Class A common stock and represents a one-time, discretionary event. This Special Dividend should not be viewed as establishing a precedent, dividend policy, or expectation that the Company’s Board of Directors will approve similar dividends in the future.