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Flowco Holdings Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About 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.

Sep 30, 2026 · Filed Nov 4, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-11.

0001193125-26-344790

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001193125-26-447415

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 91 previous paragraphs and 96 current paragraphs.

54 unchanged; 22 reworded; 20 added; 14 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 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 (20)

Current report

On October 2, 2026, we completed the acquisition of all of the issued and outstanding equity interests of Lifting Solutions Energy Services Inc. (“Lifting Solutions”), a vertically integrated manufacturer of artificial lift technologies headquartered in Edmonton, Alberta, Canada. The cash consideration totaled approximately CAD $159.0 million, or $111.8 million based on the exchange rate at closing, subject to customary purchase price adjustments, plus potential contingent consideration based on Lifting Solutions' financial performance during 2027. We funded the cash consideration through available capacity under our Revolving Credit Facility.

Current report

We believe this acquisition (“Lifting Solutions Acquisition”) strategically expands our artificial lift portfolio within the Production Solutions segment through the addition of continuous rod and progressing cavity pump (“PCP”) technologies, which were not previously part of our product offerings. These technologies complement our existing high pressure gas lift, conventional gas lift, plunger lift and electric submersible pump solutions, broadening our ability to address customers' artificial lift requirements across different stages of a well's producing life. In particular, the addition of rod lift and PCP technologies expands our participation in later-life well applications and provides opportunities to serve a broader addressable market.

Current report

Additionally, the acquisition represents a significant step in our strategy to expand our geographic footprint beyond the United States. Lifting Solutions has established operations and customer relationships across Canada, the Middle East and other international markets, providing a platform for continued international growth. We believe the combination of Lifting Solutions' existing international presence, manufacturing capabilities and complementary technologies with our established product portfolio and customer relationships creates opportunities for cross-selling and further market penetration across North America and international markets. For additional information on the Lifting Solutions Acquisition, see Note 19 – Subsequent Events of the notes to the condensed consolidated financial statements included in this Quarterly Report.

Current report

During the nine months ended September 30, 2026, we have received approximately $6.0 million of refunds related to previously paid tariffs. These refunds were allocated based on the nature of the underlying costs, including adjustments to inventory and rental fleet assets, amounts payable to customers, amounts attributable to acquisition-date assets and liabilities recognized in connection with the Valiant Acquisition, reductions to depreciation expense and amounts recognized as interest income. We continue to pursue additional eligible refunds as outstanding claims are processed, although the timing and amount of any additional recoveries remain uncertain. For additional information regarding the accounting treatment of these refunds, see Note 2 – Summary of Significant Accounting Policies of the notes to the condensed consolidated financial statements included in this Quarterly Report.

Current report

Surface equipment rental revenue increased $17.2 million, or approximately 28%, primarily driven by higher average active unit counts, increased average rental rates and a nonrecurring lease termination payment. The average number of active surface systems increased by 104 units, or approximately 7% from 1,559 per month during the three months ended September 30, 2025, to 1,663 per month during the three months ended September 30, 2026. Additionally, the average monthly rental rate per active unit increased $591, or approximately 4%, from $13,393 during the three months ended September 30, 2025 to $13,984 during the three months ended September 30, 2026. Collectively, these factors contributed approximately $7.2 million to the increase in surface equipment rental revenue. The increase also included a nonrecurring lease termination payment associated with the early termination of operating leases for 57 compressor units by a customer. The customer exercised its contractual termination right on September 1, 2026, with termination effective October 1, 2026. The arrangement was accounted for as a lease modification under ASC 842, with approximately $9.1 million of associated rental revenue recognized during the three months ended September 30, 2026.

Current report

Vapor recovery rental revenue increased $2.9 million, or approximately 6%, primarily driven by higher average rental rates. The average number of active vapor recovery units remained relatively consistent at 3,050 units per month during the three months ended September 30, 2026, compared to 3,058 units per month during the three months ended September 30, 2025. However, the average monthly rental rate per active unit increased $221, or approximately 4%, from $4,938 during the three months ended September 30, 2025 to $5,159 during the three months ended September 30, 2026.

Current report

Downhole component rental revenue contributed an incremental $14.7 million during the three months ended September 30, 2026, reflecting the addition of rental operations acquired in connection with the Valiant Acquisition on March 2, 2026, which were not included in the Company’s results for the three months ended September 30, 2025. The downhole component rental fleet averaged 834 active systems per month during the three months ended September 30, 2026.

Current report

Cost of sales. Cost of sales was $84.6 million for the three months ended September 30, 2026, an increase of $39.8 million, or approximately 89%, compared to $44.9 million for the three months ended September 30, 2025. This increase was primarily attributable to approximately $21.7 million of higher cost associated with natural gas systems sales, reflecting significantly higher sales activity during the three months ended September 30, 2026 compared to minimal activity in the three months ended September 30, 2025. The increase also included approximately $12.9 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not included in the three months ended September 30, 2025. Additionally, cost of sales associated with legacy downhole component operations increased by approximately $4.4 million, while vapor recovery cost of sales increased approximately $0.8 million, generally consistent with the increases in the respective sales revenues discussed above.

Current report

Interest expense. Interest expense was $4.9 million for the three months ended September 30, 2026, an increase of $2.1 million, or approximately 76%, compared to $2.8 million in the three months ended September 30, 2025. This increase was primarily attributable to higher average outstanding borrowings under the Company’s Revolving Credit Facility during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, largely resulting from additional borrowings incurred in March 2026 to fund the Valiant Acquisition. As a result, the Company maintained higher average debt balances throughout the three months ended September 30, 2026.

Current report

Income tax provision. Income tax provision was $2.1 million for the three months ended September 30, 2026, compared to an income tax benefit of $2.2 million for the three months ended September 30, 2025, representing an unfavorable swing of $4.3 million. This change was primarily attributable to the absence of a tax benefit recognized during the three months ended September 30, 2025, resulting from the enactment of the One Big Beautiful Bill Act (“OBBBA”) in July 2025. During the three months ended September 30, 2025, the Company revised its estimated income tax provision to reflect the reinstatement of 100% bonus depreciation for qualifying property under the OBBBA, resulting in a reversal of approximately $2.9 million of income tax expense previously recognized during the six months ended June 30, 2025. This benefit was partially offset by approximately $0.7 million of additional Texas margin tax expense during three months ended September 30, 2025.

Current report

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Current report

Surface equipment rental revenue increased $45.6 million, or approximately 26%, primarily driven by higher average active unit counts, increased average rental rates and a nonrecurring lease termination payment. The average number of active surface equipment systems increased by 157 units, or approximately 10%, from 1,510 units per month during nine months ended September 30, 2025, to 1,667 units per month during the nine months ended September 30, 2026. Additionally, the average monthly rental rate per active unit increased approximately $1,300, or approximately 10%, from $12,673 to $13,973. The increase in surface equipment rental revenue also included approximately $9.1 million associated with a nonrecurring payment resulting from the early termination of operating leases for 57 compressor units by a customer. The customer exercised its contractual termination right on September 1, 2026, with termination effective October 1, 2026. The arrangement was accounted for as a lease modification under ASC 842, with approximately $9.1 million of associated rental revenue recognized during the nine months ended September 30, 2026.

Current report

Vapor recovery rental revenue increased $10.4 million, or approximately 8%, primarily driven by higher average rental rates and modest increase in average active unit counts. The average number of active vapor recovery units increased by 41 units, or approximately 1%, from 2,995 units per month during the nine months ended September 30, 2025 to 3,036 units per month during nine months ended September 30,

Current report

Additionally, the average rental rate per active unit increased $332, or approximately 7%, from $4,783 to $5,115.

Current report

Downhole component rental revenue contributed an incremental $33.9 million during the nine months ended September 30, 2026, reflecting the addition of rental operations acquired in connection with the Valiant Acquisition on March 2, 2026, which were not included in the Company’s results for the nine months ended September 30, 2025. Since the acquisition date, the downhole component rental fleet averaged approximately 826 active systems per month.

Current report

Revenue – sales. Sales revenue was $307.7 million for the nine months ended September 30, 2026, an increase of $51.6 million, or approximately 20%, compared to $256.1 million for the nine months ended September 30, 2025. The increase was primarily attributable to approximately $43.0 million of incremental downhole component sales generated from the Valiant Acquisition, which was completed in March 2026 and therefore was not included in the nine months ended September 30, 2025. The increase also included approximately $13.6 million of higher natural gas systems sales, primarily driven by increased sales activity during the nine months ended September 30, 2026. These increases were partially offset by a decrease of approximately $2.6 million in sales of legacy downhole component parts, primarily reflecting lower international sales associated with ongoing conflicts in the Middle East and reduced business activity in the Gulf of America. Additionally, vapor recovery unit sales decreased approximately $2.4 million, primarily attributable to the timing of customer orders for large equipment.

Current report

Cost of sales. Cost of sales was $221.3 million for the nine months ended September 30, 2026, an increase of $48.2 million, or approximately 28%, compared to $173.0 million for the nine months ended September 30, 2025. This increase was primarily attributable to approximately $30.4 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not included in the nine months ended September 30, 2025. The increase also included approximately $14.4 million of higher costs associated with natural gas systems sales, reflecting increased sales activity during the nine months ended September 30, 2026. Additionally, cost of sales associated with legacy downhole component operations increased approximately $4.1 million. These increases were partially offset by a decrease of approximately $0.6 million in vapor recovery unit cost of sales, generally consistent with the decrease in related sales revenue discussed above.

Current report

Interest expense. Interest expense was $14.8 million in the nine months ended September 30, 2026, an increase of $0.2 million compared to $14.6 million in the nine months ended September 30, 2025. Interest expense remained relatively consistent between the periods, as higher interest expense during the second and third quarters of 2026, primarily attributable to increased average outstanding borrowings under the Company’s Revolving Credit Facility incurred in March 2026 to fund the Valiant Acquisition, was substantially offset by lower interest expense during the first quarter of 2026 compared to the nine months ended September 30, 2025.

Current report

On October 29, 2026, our Board of Directors approved an increase in the aggregate amount authorized under the Repurchase Program from $50 million to $200 million. The increased authorization provides additional flexibility to return capital to stockholders, subject to prevailing market conditions, liquidity needs and other capital allocation priorities. See Note 19 – Subsequent Events to the condensed consolidated financial statements for additional information.
Removed paragraphs (14)

Previous report

During 2026, the Company received refunds of previously paid tariffs and expects to receive additional refunds as outstanding claims continue to be processed. While management does not currently expect tariffs or related refund activity to have a material impact on the Company's long-term operating results, we will continue to monitor developments in global trade policy and pursue opportunities to mitigate tariff-related costs and recover eligible tariffs where appropriate.

Previous report

Surface equipment fleet size experienced an increase of 179 average active systems per month from 1,491 during the three months ended June 30, 2025, to 1,670 average active surface equipment systems per month during the three months ended June 30, 2026. Additionally, average rental rate also had a $1,073 increase in average monthly price from $12,950 per unit during the three months ended June 30, 2025 to $14,023 per unit during the three months ended June 30, 2026. These increases approximate 12% and 8% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $13.0 million, or approximately 23%.

Previous report

Vapor recovery fleet size experienced an increase of 63 average active systems per month from 2,973 during the three months ended June 30, 2025 to 3,036 average active vapor recovery units per month during three months ended June 30, 2026. Additionally, average rental rate had a $280 increase in average monthly price from $4,848 per unit during the three months ended June 30, 2025 to $5,128 per unit during the three months ended June 30, 2026. These increases approximate 2% and 6% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $3.1 million, or approximately 7%.

Previous report

Downhole component fleets are new additions to our fleet footprint resulting from the Valiant Acquisition on March 2, 2026, as discussed above. During the three months ended June 30, 2026, the downhole component fleets consisted of 826 average active systems.

Previous report

Cost of sales. Cost of sales was $74.2 million for the three months ended June 30, 2026, an increase of $11.6 million, or approximately 19%, from $62.6 million for the three months ended June 30, 2025. This increase was primarily attributable to approximately $13.0 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. Cost of sales also increased by approximately $2.1 million within the Natural Gas Technologies segment due to higher customer orders during the three months ended June 30, 2026. These increases were partially offset by lower cost of sales for VRUs and downhole component parts, consistent with the decreases in the related sales revenues discussed above.

Previous report

Interest expense. Interest expense was $5.6 million in the three months ended June 30, 2026 compared to $6.4 million in the three months ended June 30, 2025. This decrease in interest expense of $0.8 million, or approximately 13%, was primarily due to lower average borrowings outstanding in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting our ability to maintain and, from time to time, reduce outstanding debt using cash flows from operations following the IPO and through the three months ended June 30, 2026. This decrease was partially offset by borrowings incurred in March 2026 to fund the Valiant Acquisition.

Previous report

Income tax provision. Income tax provision was $4.6 million for the three months ended June 30, 2026, an increase of $0.8 million, or approximately 20%, compared to $3.9 million for the three months ended June 30, 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 June 30, 2026 compared to the three months ended June 30, 2025.

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

Surface equipment fleet size experienced an increase of 183 average active systems per month from 1,486 during the six months ended June 30, 2025, to 1,669 average active surface equipment systems per month during the six months ended June 30, 2026. Additionally, average rental rate also had a $1,293 increase in average monthly price from $12,673 per unit during the six months ended June 30, 2025 to $13,967 per unit during the six months ended June 30, 2026. These increases approximate 12% and 10% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $28.4 million, or approximately 25.3%.

Previous report

Vapor recovery fleet size experienced an increase of 66 average active systems per month from 2,963 during the six months ended June 30, 2025 to 3,029 average active vapor recovery units per month during six months ended June 30, 2026. Additionally, average rental rate had a $310 increase in average monthly price from $4,783 per unit during the six months ended June 30, 2025 to $5,093 per unit during the six months ended June 30, 2026. These increases approximate 2% and 6% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $7.6 million, or approximately 8.7%.

Previous 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 four months of operations of these downhole component fleets. During the six months ended June 30, 2026, the downhole component fleets consisted of 820 average active systems.

Previous report

Revenue – sales. Sales revenue was $190.8 million for the six months ended June 30, 2026, an increase of $4.7 million, or 3%, from $186.2 million for the six months ended June 30, 2025. This increase in sales revenue was primarily driven by approximately $24.4 million of incremental sales attributable to the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. This increase was partially offset by lower sales within the Natural Gas Technologies segment, including an approximately $11.2 million decrease in natural gas systems sales due to exceptionally strong customer order volumes during the six months ended June 30, 2025 and an approximately $3.3 million decrease in VRU sales due to the timing of customer orders for large equipment. The increase was also partially offset by an approximately $5.2 million decrease in downhole component parts sales within the Production Solutions segment, primarily resulting from reduced international revenues associated with conflicts in the Middle East and lower Gulf of America business activity.

Previous report

Cost of sales. Sales cost was $136.6 million for the six months ended June 30, 2026, an increase of $8.5 million, or approximately 7%, from $128.1 million for the six months ended June 30, 2025. This increase was primarily attributable to approximately $17.5 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. This increase was partially offset by an approximately $7.4 million decrease in cost of sales within the Natural Gas Technologies segment due to lower natural gas systems sales following exceptionally strong customer order volumes during the prior-year period. Cost of sales also decreased by approximately $1.4 million for VRUs and approximately $0.2 million for downhole component parts, consistent with the decreases in the related sales revenues discussed above.

Previous report

Interest expense. Interest expense was $9.9 million in the six months ended June 30, 2026 compared to $11.8 million in the six months ended June 30, 2025. This decrease in interest expense of $1.9 million, or approximately 16%, was primarily due to lower average borrowings outstanding in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, reflecting our ability to maintain and, from time to time, reduce outstanding debt using cash flows from operations following the IPO and through the six months ended June 30, 2026. This decrease was partially offset by borrowings incurred in March 2026 to fund the Valiant Acquisition.
Reworded paragraphs (22)

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For further information on items that could impact our future operating performance or financial condition, see the sections entitled “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. We assume no obligation to update any of these forward-looking statements, except as required by law. Unless otherwise indicated or the context otherwise requires, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of Flowco Holdings Inc. and its consolidated subsidiaries and references to the “Company,” “we,” “our,” or “us” are to Flowco Holdings Inc. and its consolidated subsidiaries.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For further information on items that could impact our future operating performance or financial condition, see Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our Quarterly Reports on Form 10-Q for the three months ended March 31, 2026 and June 30, 2026, and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report. We assume no obligation to update any of these forward-looking statements, except as required by law. Unless otherwise indicated or the context otherwise requires, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of Flowco Holdings Inc. and its consolidated subsidiaries and references to the “Company,” “we,” “our,” or “us” are to Flowco Holdings Inc. and its consolidated subsidiaries.

Previous wording

Revenue – rentals. Rental revenue was $132.7 million for the three months ended June 30, 2026, an increase of $30.6 million, or 30%, from $102.1 million for the three months ended June 30, 2025. This increase in rental revenue was driven primarily by three factors as follows:

Current wording

Revenue – rentals. Rental revenue was $141.8 million for the three months ended September 30, 2026, an increase of $34.8 million, or approximately 33%, compared to $107.0 million for the three months ended September 30, 2025. This increase was primarily attributable to the following:

Previous wording

Revenue – sales. Sales revenue was $103.2 million for the three months ended June 30, 2026, an increase of $12.1 million, or 13%, compared with $91.1 million for the three months ended June 30, 2025. The increase was primarily driven by higher sales of downhole components of approximately $15.2 million, primarily attributable to incremental sales from the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. The increase also reflects higher sales of natural gas systems of approximately $1.3 million due to strong customer demand during the three months ended June 30, 2026. These increases were partially offset by a decrease in VRU sales of approximately $4.4 million as certain customers shifted their purchasing preferences from purchasing VRUs to renting equipment within our Natural Gas Technologies segment.

Current wording

Revenue – sales. Sales revenue was $116.9 million for the three months ended September 30, 2026, an increase of $46.9 million, or 67%, compared with $70.0 million for the three months ended September 30, 2025. The increase was primarily driven by higher sales of downhole components of approximately $21.1 million, including $18.6 million of incremental sales revenue generated from the Valiant Acquisition, which was completed in March 2026 and therefore was not included in the three months ended September 30, 2025. The increase also reflects higher sales of natural gas systems of approximately $24.8 million, primarily attributable to significantly higher customer order volumes during the three months ended September 30, 2026, compared to minimal sales activity during the three months ended September 30, 2025. Additionally, VRU sales increased approximately $0.9 million, primarily attributable to the timing of customer orders.

Previous wording

In addition to sales to our external customers, we sell our natural gas systems to our Production Solutions segment through intercompany transactions for further use in its operations. Intercompany sales of natural gas systems to the Production Solutions segment were approximately $13.7 million for the three months ended June 30, 2026, a decrease of approximately $3.4 million from approximately $17.1 million in the three months ended June 30, 2025. The decrease was primarily attributable to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. All intercompany revenues have been eliminated in consolidation.

Current wording

In addition to sales to our external customers, we sell our natural gas systems to our Production Solutions segment through intercompany transactions for further use in its operations. Intercompany sales of natural gas systems to the Production Solutions segment were approximately $1.6 million for the three months ended September 30, 2026, a decrease of approximately $16.5 million from approximately $18.1 million in the three months ended September 30, 2025. The decrease was primarily attributable to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. All intercompany revenues have been eliminated in consolidation.

Previous wording

Cost of rentals. Rental cost was $35.2 million in the three months ended June 30, 2026, an increase of $7.6 million, or approximately 28%, from $27.6 million for the three months ended June 30, 2025. The increase was primarily due to higher costs of approximately $6.9 million associated with the Surface Equipment rental fleet, reflecting increased rental activity, higher maintenance expenditures and operating costs on the rental fleet, and increased labor costs resulting from higher headcount. The increase in rental costs was generally consistent with the growth in rental revenues discussed above, although costs increased at a higher rate due to the additional maintenance and labor expenses.

Current wording

Cost of rentals. Rental cost was $36.9 million for the three months ended September 30, 2026, an increase of $7.6 million, or approximately 26%, compared to $29.3 million for the three months ended September 30, 2025. The increase was primarily attributable to higher costs of approximately $5.0 million associated with the surface equipment rental fleet, reflecting increased maintenance activities, higher operating costs and increased labor costs resulting from higher headcount. Additionally, vapor recovery rental costs increased approximately $1.0 million, generally consistent with the increase in vapor recovery rental revenue during the current-year period. The increase also included approximately $1.6 million of incremental costs associated with downhole component rental operations acquired in connection with the Valiant Acquisition in March 2026, which were not included in the three months ended September 30, 2025. Excluding the impact of the nonrecurring $9.1 million lease termination payment discussed above, the approximately 26% increase in cost of rentals was generally consistent with the 24% increase in rental revenue, with the slightly higher rate of cost growth primarily reflecting increased maintenance and labor expenses.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended June 30, 2026 were $35.7 million, an increase of $3.0 million, or approximately 9%, from $32.7 million for the three months ended June 30, 2025. This increase was primarily attributable to approximately $4.1 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. The increase was partially offset by lower corporate selling, general and administrative expenses, primarily due to a reduction in legal and professional fees incurred in the first quarter of 2026 in connection with the Valiant Acquisition.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses were $39.8 million for the three months ended September 30, 2026, an increase of $10.9 million, or approximately 37%, compared to $29.0 million for the three months ended September 30, 2025. The increase was primarily attributable to approximately $5.7 million of higher corporate selling, general and administrative expenses, driven by transaction-related costs incurred in connection with the anticipated Lifting Solutions acquisition (see Note 19 – Subsequent Events) and increased share-based compensation expense associated with the accelerated vesting of equity awards held by certain individuals. The increase also included approximately $4.0 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not included in the three months ended September 30, 2025. The remaining increase was primarily attributable to higher personnel and administrative expenses across the Company’s other operations.

Previous wording

Depreciation and amortization. Depreciation and amortization was $49.4 million for the three months ended June 30, 2026, an increase of $16.2 million, or approximately 49%, from $33.2 million for the three months ended June 30, 2025. The increase was primarily attributable to approximately $8.1 million of depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $8.1 million, primarily due to the continued expansion of the Company's rental fleet, including additional assets placed into service and assets acquired in the Archrock acquisition, principally within the Estis and Flogistix businesses.

Current wording

Depreciation and amortization. Depreciation and amortization was $48.9 million for the three months ended September 30, 2026, an increase of $10.0 million, or approximately 26%, compared to $39.0 million for the three months ended September 30, 2025. The increase was primarily attributable to approximately $8.2 million of depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended September 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $1.8 million, primarily driven by the continued expansion of the Company's rental fleet, including additional assets placed into service and assets acquired in the Archrock acquisition, principally within the Estis and Flogistix operations.

Previous wording

Revenue – rentals. Rental revenue was $254.5 million for the six months ended June 30, 2026, an increase of $55.1 million, or 28%, from $199.4 million for the six months ended June 30, 2025. This increase in rental revenue was driven primarily by three factors as follows:

Current wording

Revenue – rentals. Rental revenue was $396.3 million for the nine months ended September 30, 2026, an increase of $89.9 million, or approximately 29%, compared to $306.4 million for the nine months ended September 30, 2025. The increase was primarily attributable to the following:

Previous 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 $24.9 million of intercompany natural gas system sales to the Production Solutions segment were recognized in the six months ended June 30, 2026, a decrease of approximately $1.2 million in intercompany revenues from approximately $26.1 million in the six months ended June 30, 2025 due primarily to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. 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 $26.6 million of intercompany natural gas system sales to the Production Solutions segment were recognized in the nine months ended September 30, 2026, a decrease of approximately $17.7 million in intercompany revenues from approximately $44.3 million in the nine months ended September 30, 2025. The decrease was primarily attributable to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. All intercompany revenues have been eliminated in consolidation.

Previous wording

Cost of rentals. Rental cost was $67.8 million in the six months ended June 30, 2026, an increase of $13.3 million, or approximately 24%, from $54.5 million for the six months ended June 30, 2025. The increase was primarily attributable to approximately $11.9 million of higher costs associated with the Surface Equipment rental fleet, reflecting increased rental activity, higher maintenance expenditures and operating costs on the rental fleet and increased labor costs resulting from higher headcount. Rental costs also increased by approximately $0.8 million for Vapor Recovery rental activity and approximately $0.7 million for downhole component rental activity from the Valiant Acquisition, which was not present during the six months ended June 30, 2025. The increase in rental costs was generally consistent with the growth in rental revenues discussed above, although costs associated with the Surface Equipment rental fleet increased at a higher rate due to the additional maintenance and labor expenses.

Current wording

Cost of rentals. Cost of rentals was $104.6 million for the nine months ended September 30, 2026, an increase of $20.9 million, or approximately 25%, compared to $83.7 million for the nine months ended September 30, 2025. The increase was primarily attributable to approximately $16.8 million of higher costs associated with the surface equipment rental fleet, reflecting increased rental activity, higher maintenance expenditures and operating costs associated with the rental fleet, and increased labor costs resulting from higher headcount. Additionally, vapor recovery rental costs increased approximately $1.7 million, reflecting increased rental activity during the nine months ended September 30, 2026. The increase also included approximately $2.3 million of incremental costs associated with downhole component rental operations acquired in connection with the Valiant Acquisition in March 2026, which was not included in the nine months ended September 30, 2025. Excluding the impact of the nonrecurring $9.1 million lease termination payment discussed above, the approximately 25% increase in cost of rentals was generally consistent with the 26% increase in rental revenue, although surface equipment rental costs increased at a higher rate due to the additional maintenance and labor expenses.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2026 were $72.1 million, an increase of $8.9 million, or approximately 14%, from $63.2 million for the six months ended June 30, 2025. This increase was primarily attributable to approximately $5.3 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. Selling, general and administrative expenses also increased due to higher corporate expenses, primarily consisting of legal and acquisition-related professional fees that were not incurred in the six months ended June 30, 2025 and higher share-based compensation expense, as well as higher employee related expenses from the overall increased headcount. These increases were partially offset by lower selling, general and administrative expenses across certain of our legacy entities, primarily due to the absence of one-time legacy equity-based compensation crystallization expense recognized during the six months ended June 30, 2025 in connection with the Company's IPO.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the nine months ended September 30, 2026 were $112.0 million, an increase of $19.8 million, or approximately 21%, compared to $92.2 million for the nine months ended September 30, 2025. The increase was primarily attributable to approximately $12.2 million of higher corporate selling, general and administrative expenses, primarily driven by increased legal and professional fees incurred in connection with the Valiant Acquisition and the anticipated Lifting Solutions (see Note 19 – Subsequent Events), higher share-based compensation expense, including the accelerated vesting of equity awards held by certain individuals and increased employee-related expenses. The increase also included approximately $9.3 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the nine months ended September 30, 2025. These increases were partially offset by a net decrease of approximately $1.8 million in selling, general and administrative expenses across the Company’s other operations, primarily reflecting the absence of certain nonrecurring legacy equity-based compensation crystallization expenses recognized during the nine months ended September 30, 2025 in connection with the Company's IPO.

Previous wording

Depreciation and amortization. Depreciation and amortization was $90.9 million for the six months ended June 30, 2026 an increase of $23.6 million or approximately 35%, from $67.3 million for the six months ended June 30, 2025. The increase was primarily attributable to approximately $10.6 million of depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $12.9 million, primarily due to the continued expansion of the Company's rental fleet, including additional assets placed into service and assets acquired in the Archrock acquisition.

Current wording

Depreciation and amortization. Depreciation and amortization was $139.8 million for the nine months ended September 30, 2026 an increase of $33.5 million, or approximately 32%, from $106.2 million for the nine months ended September 30, 2025. The increase was primarily attributable to approximately $18.8 million of incremental depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not included in the nine months ended September 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $14.8 million, primarily driven by the continued expansion of the Company's rental fleet, including additional assets placed into service and assets acquired in the Archrock acquisition, principally within the Estis and Flogistix operations.

Previous wording

Income tax provision. Income tax provision was $8.7 million for the six months ended June 30, 2026, an increase of $2.2 million, or approximately 33%, compared to $6.5 million for the six months ended June 30, 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 six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Income tax provision. Income tax provision was $10.8 million for the nine months ended September 30, 2026, an increase of $6.5 million, or approximately 150%, compared to $4.3 million for the nine months ended September 30, 2025. The increase was primarily attributable to the Company’s increased ownership interest in Flowco LLC during the nine months ended September 30, 2026, resulting in a higher proportion of income subject to corporate-level income taxation. The increase also reflects the absence of a tax benefit recognized during the nine months ended September 30, 2025 following the enactment of the OBBBA in July 2025, which resulted in a reversal of a portion of the income tax provision previously recognized during the six months ended June 30, 2025.

Previous wording

As of June 30, 2026, we had $19.2 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 funded 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, at 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 5.43% 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 September 30, 2026, we had $137.8 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 funded 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, at 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 5.46% 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 August 7, 2026, we had $274.1 million outstanding borrowings and $446.4 million available borrowing capacity under our Credit Agreement.

Current wording

As of October 30, 2026, we had $355.7 million outstanding borrowings and $364.8 million available borrowing capacity under our Credit Agreement.

Previous wording

In February and May 2026, our Board of Directors declared and paid a cash dividend of $0.08 per share and $0.09 per share payable to holders of Class A common stock of record as of the close of business on February 13, 2026 and May 15, 2026, respectively (the “Common Stock Dividend”). In conjunction with the Common Stock Dividend, Flowco LLC declared a distribution on its units of $0.08 and $0.09 per unit to all unitholders of record of Flowco LLC as of the close of business on February 13, 2026 and May 15, 2026, respectively. 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

In February, May and July 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 February 13, 2026, and $0.09 per share payable to holders of Class A common stock of record as of the close of business on each of May 15, 2026 and August 14, 2026 (the “Common Stock Dividend”). In conjunction with the Common Stock Dividend, Flowco LLC declared a distribution on its units of $0.08 to all unitholders of record of Flowco LLC as of the close of business on February 13, 2026 and $0.09 per unit to all unitholders of record of Flowco LLC as of the close of business on each of May 15, 2026 and August 14, 2026. On August 10, 2026, our Board of Directors approved a one-time special cash dividend of $0.14 per share payable to holders of Class A common stock as of the close of business on August 21, 2026 (the “Special Dividend”). The Special Dividend applies only to the Company’s outstanding shares of Class A common stock and represents a one-time, discretionary event. 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

On June 11, 2025, our Board of Directors authorized 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 us 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.

Current wording

On June 11, 2025, our Board of Directors authorized a share repurchase program (the “Repurchase Program”) for up to $50 million of our Class A common stock. Repurchases under the Repurchase Program may be made from time to time through open market purchases, privately negotiated transactions, or other means in accordance with applicable regulations of the Securities and Exchange Commission. 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. The Repurchase Program does not obligate us to repurchase any particular amount of shares and may be modified, suspended, or discontinued at any time.

Previous wording

During the three months ended June 30, 2026, we repurchased no shares under the Repurchase Program. During the six months ended June 30, 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.

Current wording

During the three months ended September 30, 2026, we did not repurchase any shares under the Repurchase Program. During the nine months ended September 30, 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. As of September 30, 2026, the remaining total available authorization under the Repurchase Program was approximately $18.5 million.

Previous wording

The following table presents our summary cash flows for the periods presented (in thousands):

Current wording

The following table summarizes our cash flows for the periods presented (in thousands):

Previous wording

Operating Cash Flows– Net cash provided by operating activities was $173.9 million in the six months ended June 30, 2026 compared to $124.7 million in the six months ended June 30, 2025, an increase of approximately $49.2 million. Operating cash flows increased primarily due to timing of payments to vendors, suppliers and other third parties.

Current wording

Operating Cash Flows– Net cash provided by operating activities was $277.0 million in the nine months ended September 30, 2026 compared to $207.2 million in the nine months ended September 30, 2025, an increase of approximately $69.8 million. The increase was primarily attributable to higher cash receipts from customers driven by increased revenues and operating activity, as well as the timing of payments to vendors, suppliers and other third parties.

Previous wording

Investing Cash Flows– Net cash used in investing activities was $233.9 million and $63.4 million for the six months ended June 30, 2026 and 2025, respectively. The approximately $170.5 million increase in net cash used was primarily attributable to the cash paid for the Valiant acquisition during the six months ended June 30, 2026.

Current wording

Investing Cash Flows– Net cash used in investing activities was $264.6 million and $175.6 million for the nine months ended September 30, 2026 and 2025, respectively. The approximately $89.0 million increase in net cash used was primarily attributable to the cash paid for the Valiant acquisition during the nine months ended September 30, 2026.

Previous wording

Financing Cash Flows– Cash from financing activities had a favorable swing of $131.2 million from a net cash used of $56.6 million in the six months ended June 30, 2025 to net cash provided by financing activities of $74.6 million in the six months ended June 30, 2026. This $131.2 million change was primarily attributable to (i) $599.5 million favorable year-over-year change in net cash flows from long-term debt, consisting of higher borrowings and lower repayments during the six months ended June 30, 2026, (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) $16.7 million of repurchase of Class A common stock in March 2026, (iii) $6.2 million additional distributions to the members of Flowco LLC in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, and (iv) $4.0 million additional dividends paid to the shareholders of the Company’s Class A common stock.

Current wording

Financing Cash Flows– Net Cash provided by financing activities was $120.8 million for nine months ended September 30, 2026, compared to net cash used in financing activities of $28.9 million in the nine months ended September 30, 2025, representing a favorable change of $149.7 million. The change was primarily attributable to a $609.0 million increase in net cash flows from long-term debt, reflecting higher borrowings and lower debt repayments during the nine months ended September 30, 2026. The higher borrowings were primarily driven by additional amounts drawn under our Revolving Credit Facility in March 2026 to fund the Valiant Acquisition, while the lower debt repayments reflected the significant repayment of outstanding indebtedness during the nine months ended September 30, 2025, using proceeds from our IPO. The change also reflected the absence of approximately $20.9 million of cash to purchase LLC Interests from the Continuing Equity Owners following our IPO in January 2025. These favorable changes were partially offset by the absence of $461.8 million IPO proceeds received during the nine months ended September 30, 2025, an $11.9 million increase in dividends paid to Class A common stockholders, $5.5 million increase in distributions to members of Flowco LLC, and $1.5 million of additional cash used for repurchases of the Company’s Class A common stock.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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