FLOWCO HLDGS INC SEC Filings

FMR LLC has filed an amended Schedule 13G reporting a passive ownership stake in Flowco Holdings Inc. FMR LLC and Abigail P. Johnson beneficially own 4,239,556 shares of Flowco’s Class A common stock, representing 15.0% of the outstanding class as of the event date.

The filing states that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Flowco. FMR LLC holds sole voting and dispositive power over most of these shares, while Johnson reports shared beneficial ownership through her control of FMR LLC.

Flowco Holdings Inc. has filed a mixed shelf registration to offer up to $500,000,000 of Class A common stock, preferred stock, rights, warrants and units, and to register up to 57,530,845 shares of Class A common stock for resale by existing stockholders. The company may use any primary offering proceeds for general corporate purposes, including working capital, debt repayment, capital expenditures, acquisitions and investments. Selling stockholders, including entities affiliated with GEC Advisors and White Deer, may sell their registered shares over time by various methods, and Flowco will not receive proceeds from these resales.

Flowco Holdings Inc. is updating its previously filed annual financial statements in connection with a new shelf registration on Form S-3. The company completed an IPO on January 21, 2025 and became a holding company whose main asset is its interest in Flowco MergeCo LLC.

Because the IPO-related restructuring was a transaction among entities under common control and did not change control of Flowco MergeCo LLC, the consolidated financials continue the historical accounts of that entity. Flowco is reissuing Item 8 of its 2024 Form 10-K in Exhibit 99.1 to reflect this structure, correct partial netting within cash flows from financing activities, and incorporate subsequent events identified through February 3, 2026.

Flowco Holdings Inc. executive Chad Roberts, EVP of Production Solutions, sold 54,706 shares of Class A common stock on 02/03/2026 at $22.3924 per share in a planned transaction. After the sale, he directly holds 67,008 shares.

The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted by Roberts on May 14, 2025, which allows insiders to sell shares according to a preset schedule.

Flowco Holdings executive Chad Roberts reported a sale of 8,300 shares of Class A Common Stock on February 2, 2026. The shares were sold at a price of $21.45 per share, and he now directly owns 121,714 shares.

The filing notes that these sales were made under a pre-established Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2025, which is designed to allow systematic stock transactions over time.

Flowco Holdings, Inc. investor Chad Roberts has filed a Form 144 notice to sell 54,706 common shares. The planned sale, through Wells Fargo Clearing Services on the NYSE, has an aggregate market value of $1,224,991.26 based on the filing.

The shares to be sold were originally acquired on 07/01/2019 as an “Original Investment in Private Equity” from the issuer, with the full 54,706 shares acquired and paid for on that date. The filing also lists multiple prior Flowco Holdings share sales by Chad Roberts during the past three months, each with specified dates, share amounts, and gross proceeds.

Flowco Holdings Inc. agreed to acquire Riverstone Oilfield Services and Equipment, Inc., parent of Valiant Artificial Lift Solutions, for approximately $200 million. The price includes $170 million in cash and 1,454,849 shares of Flowco Class A common stock, subject to customary adjustments.

The deal is expected to close in the first quarter of 2026, subject to typical conditions and antitrust clearance under the HSR Act, with an outside date of March 31, 2026. Flowco and the seller will use a representations and warranties insurance policy, and the seller will receive registration rights plus a 180‑day lock-up on the stock consideration and be subject, along with certain related parties, to three‑year non‑compete and related restrictive covenants. The stock will be issued in a private, unregistered transaction relying on Section 4(a)(2) of the Securities Act.

Flowco Holdings Inc. declared a quarterly cash dividend for its Class A common stock. Shareholders of record on February 13, 2026 will receive $0.08 per share, payable on February 25, 2026. The company’s operating subsidiary, Flowco MergeCo LLC, will make a matching $0.08 per unit distribution to its common unitholders.

Flowco Holdings Inc. executive Chad Roberts, EVP of Production Solutions, sold 40,884 shares of Class A common stock on January 23, 2026. The shares were sold at an average price of $21.4676 each under a pre-arranged Rule 10b5-1 trading plan adopted on May 14, 2025. After this planned sale, Roberts beneficially owned 130,014 shares directly.