Flowco adds Hardy Murchison as independent director

Flowco Holdings Inc. has appointed Hardy Murchison as an independent director, effective April 29, 2026, filling a vacancy and increasing the Board to eight members, including four independent directors.

Rhea-AI Filing Summary

Flowco Holdings Inc. has appointed Hardy Murchison as an independent director, effective April 29, 2026, filling a vacancy and increasing the Board to eight members, including four independent directors. He will serve as a Class II director with a term expiring at the 2027 annual meeting.

Murchison, founder and CEO of Encino Energy, brings extensive oil and gas experience, including leading Encino’s development of the Utica oil play and a $5.6 billion sale to EOG Resources in 2025. He previously managed $1.7 billion of global E&P investments at First Reserve and held a senior role at Range Resources.

He will serve on Flowco’s Nominating and Governance Committee and Compensation Committee and participate in the non-employee director compensation program. As part of his initial compensation, Murchison will receive 3,625 RSUs of Class A common stock, valued at $84,247 based on a 15-day VWAP as of April 29, 2026, vesting in full on January 1, 2027.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial RSU grant: 3,625 RSUs RSU grant value: $84,247 RSU vesting date: January 1, 2027 +4 more

7 metrics

Initial RSU grant 3,625 RSUs Granted to Hardy Murchison upon board appointment

RSU grant value $84,247 Based on 15-day VWAP as of April 29, 2026

RSU vesting date January 1, 2027 100% vesting of initial director RSU grant

Board size after appointment 8 directors Flowco Board size increased with Murchison’s appointment

Independent directors after appointment 4 independent directors Number of independent directors on Flowco’s Board

Encino sale value $5.6 billion Sale of Encino Energy’s assets to EOG Resources in 2025

Prior E&P investments managed $1.7 billion Oil & gas E&P investments co-managed by Murchison at First Reserve

Key Terms

independent director, restricted stock units, volume-weighted average, Nominating and Governance Committee, +2 more

6 terms

independent director regulatory

"appointed Hardy Murchison as an independent director, effective April 29, 2026"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

restricted stock units financial

"will receive a grant of 3,625 restricted stock units (“RSUs”) of Class A common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

volume-weighted average financial

"having a total value of $84,247 based on a 15-day volume-weighted average (“VWAP”)"

A volume-weighted average is a number that combines different values by giving more influence to those associated with larger trading size — for example, prices tied to many shares traded count more than prices tied to few shares. For investors it shows the price level where most trading actually happened, serving as a truer “center” than a simple average and helping judge whether recent trades were heavy or light compared with typical activity.

Nominating and Governance Committee regulatory

"appointed on April 30, 2026, to serve on the Board’s Nominating and Governance Committee"

A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.

Compensation Committee regulatory

"appointed on April 30, 2026, to serve on the Board’s Nominating and Governance Committee and Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Equity and Incentive Plan financial

"The RSUs are issued under the Company’s 2025 Equity and Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Flowco Holdings Inc. (FLOC) announce?

Flowco appointed Hardy Murchison as an independent director, effective April 29, 2026. His addition raises the Board size to eight members and increases the number of independent directors from three to four, strengthening independent oversight and governance experience on the company’s board.

What is Hardy Murchison’s term and committee role at Flowco (FLOC)?

Hardy Murchison will serve as a Class II director with a term expiring at Flowco’s 2027 annual meeting. He has also been appointed to the Nominating and Governance Committee and the Compensation Committee, giving him key responsibilities in board composition and executive pay matters.

How is Hardy Murchison being compensated for joining Flowco’s board?

As an initial equity award, Hardy Murchison will receive 3,625 restricted stock units of Class A common stock. These RSUs are valued at $84,247 based on a 15-day VWAP as of April 29, 2026, and will vest 100% on January 1, 2027 under Flowco’s 2025 Equity and Incentive Plan.

What relevant experience does Hardy Murchison bring to Flowco (FLOC)?

Hardy Murchison founded and leads Encino Energy, which became Ohio’s largest oil producer and second-largest gas producer before a $5.6 billion sale to EOG Resources in 2025. He also co-managed $1.7 billion of E&P investments at First Reserve and held a leadership role at Range Resources.

Is Hardy Murchison considered independent under NYSE rules at Flowco?

Flowco’s Board determined that Hardy Murchison is independent under applicable SEC rules and New York Stock Exchange listing standards. The company also disclosed that there are no transactions involving him requiring disclosure under Item 404(a) of Regulation S-K, supporting his independent director status.

Under which plan are Hardy Murchison’s Flowco RSUs granted?

Hardy Murchison’s 3,625 restricted stock units are granted under Flowco’s 2025 Equity and Incentive Plan. The RSUs are tied to the company’s Class A common stock and are scheduled to vest fully on January 1, 2027 as part of the non-employee director compensation program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 06:25 AM Learn about SEC filing dates

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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

Date of Report (Date of earliest event reported): April 29, 2026

Flowco Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42477	99-4382473
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1300 Post Oak Blvd. Suite 450
Houston, Texas				77056
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 997-4877

Not applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of a New Director

On April 29, 2026, the Board of Directors (the “Board”) of Flowco Holdings Inc. (the “Company”) appointed J. Hardy Murchison, effective April 29, 2026, to fill a vacancy on the Board. Mr. Murchison will serve as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders. Mr. Murchison was also appointed on April 30, 2026, to serve on the Board’s Nominating and Governance Committee and Compensation Committee.

Based upon information requested from and provided by Mr. Murchison concerning his background, employment and affiliation, including family relationships, the Board determined that Mr. Murchison does not have any relationships that would interfere with his exercise of independent judgment in carrying out the responsibilities of a director and that he is “independent” as that term is defined under the applicable rules and regulations of the Commission and the listing requirements of the New York Stock Exchange. There are no transactions in which Hardy Murchison has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Murchison will participate in the Company’s non-employee director compensation program. Pursuant to his initial appointment to the Board, Mr. Murchison will receive a grant of 3,625 restricted stock units (“RSUs”) of Class A common stock, having a total value of $84,247 based on a 15-day volume-weighted average (“VWAP”) as of April 29, 2026. The RSUs will vest 100% on January 1, 2027. The RSUs are issued under the Company’s 2025 Equity and Incentive Plan. A complete description of the Company’s non-employee director compensation program is set forth in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 27, 2026, which is incorporated herein by reference.

A copy of the press release announcing the appointment of Mr. Murchison to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Flowco Holdings Inc. Press Release dated May 1, 2026.
104		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.

			FLOWCO HOLDINGS INC.
Date:	May 1, 2026	By:	/s/ Joel Lambert
		Name:	Joel Lambert
		Title:	Senior Vice President, Secretary and General Counsel

Flowco Holdings Inc. Announces Appointment of New Independent Director

HOUSTON--(BUSINESS WIRE)-- Flowco Holdings Inc. (NYSE: FLOC) (“Flowco” or the “Company”) announced that its Board of Directors (the “Board”) has appointed Hardy Murchison as an independent director, effective April 29, 2026. The appointment increases the size of the Board to eight directors and the number of independent directors from three to four.

Mr. Murchison is the Founder, Chief Executive Officer, and Director of Encino Energy. Under his leadership, Encino pioneered the Utica oil play, becoming Ohio’s largest oil producer and second-largest natural gas producer before selling to EOG Resources in 2025 for $5.6 billion. Prior to Encino, Mr. Murchison spent a decade co-managing oil & gas E&P investments at First Reserve Corporation, investing $1.7 billion across the US, Angola, Canada, China, Colombia, and the UK. Mr. Murchison also served as Vice President of Corporate Development at Range Resources Corporation (NYSE: RRC).

Mr. Murchison holds a Bachelor of Arts from the University of Texas and an MBA from Harvard University. He currently serves as a Director of the Bettering Human Lives Foundation and the Coastal Conservation Association of Texas Fund, and as Chairman of the American Energy Policy Center.

“I am pleased to welcome Hardy to our Board of Directors. Hardy brings decades of leadership experience across the energy and industrial sectors, with a strong track record of driving operational excellence, strategic growth, and value creation,” said Joe Bob Edwards, President and Chief Executive Officer of Flowco. “Having built and led an oil and gas company, Hardy adds a true operator’s perspective to Flowco’s board. His deep industry knowledge and insights will play a key role in supporting Flowco’s continued growth and long-term strategy.”

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.

Investor Contact:

Andrew Leonpacher | VP of Finance, Corporate Development, and Investor Relations

andrew.leonpacher@flowco-inc.com

(713) 997-4647

Media Contact:

Cheryl Brashear-White | VP of Marketing Communications

cheryl.white@flowco-inc.com

(405) 819-5290

Source: Flowco Holdings Inc.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 52.5 KB