Certification fix prompts Flowco (NYSE: FLOC) to amend annual report

Rhea-AI Filing Summary

Flowco Holdings Inc. filed Amendment No. 1 to its annual report to restore language that was inadvertently omitted from the CEO and CFO certification exhibits. The amendment only updates these certifications and does not change or update any other disclosures or events.

The company reports that non-affiliate common equity had an aggregate market value of $362.9 million on June 30, 2025, based on a share price of $17.81. As of February 26, 2026, Flowco had 29,647,189 Class A and 60,015,566 Class B common shares outstanding.

Key Figures

Non-affiliate equity market value: $362.9 million Share price reference: $17.81 per share Class A shares outstanding: 29,647,189 shares +2 more

5 metrics

Non-affiliate equity market value $362.9 million Voting and non-voting common equity as of June 30, 2025

Share price reference $17.81 per share New York Stock Exchange closing price on June 30, 2025

Class A shares outstanding 29,647,189 shares Class A common stock outstanding as of February 26, 2026

Class B shares outstanding 60,015,566 shares Class B common stock outstanding as of February 26, 2026

Amendment number Amendment No. 1 First amendment to the annual report for year ended December 31, 2025

Key Terms

emerging growth company, large accelerated filer, internal control over financial reporting, XBRL Instance Document, +1 more

5 terms

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

large accelerated filer regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”"

A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.

internal control over financial reporting financial

"assessment of the effectiveness of its internal control over financial reporting under Section 404(b)"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

XBRL Instance Document technical

"101.INS* | XBRL Instance Document. The instance document does not appear in the Interactive Data File"

inline XBRL technical

"its XBRL tags are embedded within the inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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Available on EDGAR 07/02/2026 - 04:31 PM Accepted by SEC EDGAR 07/02/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number 001-42477

Flowco Holdings Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	99-4382473
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1300 Post Oak Blvd., Suite 450 Houston, TX	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 997-4877

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		FLOC		New York Stock Exchange
Class A common stock, par value $0.0001 per share		FLOC		NYSE Texas, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, 2025 based on the closing price of $17.81 for shares of the Registrant’s common stock as reported by the New York Stock Exchange, was $362.9 million.

As of February 26, 2026, the number of shares of Registrant’s Class A common stock outstanding was 29,647,189, and the number of shares of the Registrant's Class B common stock outstanding was 60,015,566.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant’s definitive proxy statement for the 2026 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant’s fiscal year.

Explanatory Note

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “Original Report”), is to correct an inadvertent omission of certain language from paragraph 4 of Exhibit 31.1, Certification of the Principal Executive Officer, and Exhibit 31.2, Certification of the Principal Financial Officer filed with the Original Report. This Amendment No. 1 contains only the Cover Page, this Explanatory Note and Exhibits 31.1 and 31.2. No other changes have been made to the Original Report. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Report or modify or update in any way disclosures made in the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and our other filings with the SEC.

1

Item 15. Exhibits and Financial Statements Schedules

(b) The following documents are filed as exhibits to this Amendment No. 1:

Exhibit Number	Exhibit Description
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer.
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.
101.INS*	XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH*	XBRL Taxonomy Extension Schema.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	XBRL Taxonomy Extension Label Linkbase.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.
104*	Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

* Filed herewith

2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Flowco Holdings Inc.
Date: July 2, 2026	By: /s/ Joseph R. Edwards
	Joseph R. Edwards
	Chief Executive Officer and President

3

FAQ

What is Flowco Holdings (FLOC) changing in this 10-K/A amendment?

Flowco Holdings is filing an amended annual report to correct omitted language in the CEO and CFO certifications. The amendment only updates Exhibits 31.1 and 31.2 and does not revise any financial results or other disclosures from the original filing.

Does Flowco Holdings (FLOC) 10-K/A amendment change 2025 financial results?

The 10-K/A does not change Flowco’s reported 2025 financial results. It is limited to fixing missing language in management’s certification exhibits, leaving all other information, including prior disclosures and events, exactly as in the original annual report filing.

What is Flowco Holdings (FLOC) non-affiliate equity market value?

Flowco reports that non-affiliate voting and non-voting common equity was valued at $362.9 million on June 30, 2025. This figure is based on the New York Stock Exchange closing price of $17.81 per share for its common stock on that date.

How many Flowco Holdings (FLOC) shares are outstanding by class?

As of February 26, 2026, Flowco had 29,647,189 Class A common shares and 60,015,566 Class B common shares outstanding. These figures describe the company’s equity structure by share class at that specific point in time.

Does Flowco Holdings (FLOC) 10-K/A include new subsequent events or updates?

The amendment explicitly states it does not reflect subsequent events after the original annual report date and does not modify or update any prior disclosures. Investors are directed to read this amendment together with the original annual report and other SEC filings.