UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 2, 2026 |
Flowco Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-42477 |
99-4382473 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1300 Post Oak Blvd. Suite 450 |
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Houston, Texas |
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77056 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (713) 997-4877 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Class A Common Stock, $0.0001 par value per share |
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FLOC |
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New York Stock Exchange |
Class A Common Stock, $0.0001 par value per share |
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FLOC |
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NYSE Texas, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Introductory Note
On March 2, 2026 (the “Closing Date”), Flowco Holdings Inc. (the “Company”) completed the previously announced acquisition (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. In connection with the consummation of the Acquisition, the Company paid aggregate consideration, net of Valiant's cash on hand, of approximately $200.0 million, consisting of (i) $170.0 million of net cash, 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. Upon the consummation of the Acquisition, the Acquired Company became a wholly owned subsidiary of the Company.
Item 1.01. Entry into a Material Definitive Agreement.
On the Closing Date, the Company entered into a registration rights and lock-up agreement (the “Registration Rights Agreement”) with the Seller relating to the registered resale of the Stock Consideration. Pursuant to the Registration Rights Agreement, among other things, the Company has granted the Seller certain rights to require the Company to file and maintain the effectiveness of a registration statement with respect to the resale of the shares of Common Stock to be issued as the Stock Consideration, and under certain circumstances, to require the Company to initiate underwritten offerings for the shares of Common Stock to be issued as the Stock Consideration. Additionally, pursuant to the Registration Rights Agreement, the Seller has agreed not to transfer any of the capital stock of the Company for a period of 180 days following the Closing, subject to certain exceptions.
The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information regarding the Common Stock issued to the Seller in connection with the consummation of the Acquisition set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Common Stock was completed in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure.
On March 3, 2026, the Company issued a press release announcing the closing of the Acquisition. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release attached hereto as Exhibit 99.1 relating to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
2.1 |
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Stock Purchase Agreement dated February 1, 2026, by and between Flowco Holdings Inc. and Riverway Group (incorporated by reference to Exhibit 2.1 to Flowco Holdings Inc.’s Current Report on Form 8-K (File No. 001-42477) filed on February 2, 2026). |
4.1 |
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Registration Rights and Lock-Up Agreement, dated March 2, 2026, by and between Flowco Holdings Inc. and Riverway Group. |
99.1 |
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Flowco Holdings Inc. Press Release dated March 3, 2026. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FLOWCO HOLDINGS INC. |
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Date: |
March 3, 2026 |
By: |
/s/ Jonathan W. Byers |
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Name: |
Jonathan W. Byers |
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Title: |
Chief Financial Officer |
Flowco Completes Acquisition of Valiant Artificial Lift Solutions
March 3, 2026
HOUSTON--(BUSINESS WIRE)-- Flowco Holdings Inc. (NYSE:FLOC) (“Flowco”) today announced the completion of its previously announced acquisition of Valiant Artificial Lift Solutions, LLC (“Valiant”). Total consideration for the transaction, net of Valiant's cash on hand, was approximately $200 million. Flowco funded the $170 million of net cash consideration, subject to certain purchase price adjustments, using available capacity under its ABL facility, with the balance of the consideration comprised of approximately 1.5 million shares of Flowco Class A common stock, which share amount was originally determined based on the 10-day volume-weighted average price as of January 30, 2026.
Joe Bob Edwards, President and Chief Executive Officer of Flowco, commented, “We are pleased to welcome the talented Valiant team as they officially join Flowco. Our shared service-oriented culture and deep commitment to our customers make this a compelling combination. Valiant’s leading ESP capabilities complement Flowco’s existing artificial lift portfolio by expanding our ability to support operators earlier in a well's producing life and creating additional touchpoints over the life of the well. This strategic acquisition creates meaningful opportunities to leverage our combined footprint across the Permian and other key basins, further advancing our core strategy to deliver the right solution in each well, every time.”
About Flowco
Flowco 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 oil and natural gas producers to efficiently and cost-effectively maximize the profitability and economic lifespan of their assets.
Forward-Looking Statements
The information in this press release contains statements relating to future actions and results, which are "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, as amended. Statements of expectations and predictions of future performance are subject to numerous risks and uncertainties, many of which are beyond the Company’s control. Forward-looking statements include, among other statements, statements about the potential benefits of the proposed transaction, the Company’s expectations regarding the performance of the business, financial results, liquidity and capital resources of the Company and may also relate to the Company's market position and growth opportunities. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, changes in economic, competitive, strategic, technological, tax, regulatory or other factors that affect the operation of the Company’s businesses. You are encouraged to refer to the documents that the Company files from time to time with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance on the Company’s forward-looking statements. Forward-looking statements speak only as of the day they are made and, except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement.
Investor Contact
Andrew Leonpacher | VP of Finance, Corporate Development, and Investor Relations
andrew.leonpacher@flowco-inc.com
(713) 997-4647
