Flowco Holdings (FLOC) EVP details RSUs, rights to 397K shares
Rhea-AI Filing Summary
Flowco Holdings Inc. (FLOC) reported the initial beneficial ownership of securities for Ford Gareth Carl, EVP, Production Solutions. He directly holds 22,696 shares of Class A common stock in the form of restricted stock units that vest in three equal annual installments, with accelerated vesting following a change in control. In connection with a Stock Purchase Agreement under which Flowco issued 1,454,849 shares of Class A common stock to Riverway Group as stock consideration, a related Side Letter and award agreement give Mr. Ford contractual rights to a portion of this stock. Axis Investment has informed him that 50% of his Incentive Share Entitlement is currently expected to equal 397,211 shares of Class A common stock, and he may receive additional shares through other Axis equity interests. Mr. Ford disclaims beneficial ownership of shares held directly by Riverway except to the extent of these contractual rights.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Ford Gareth Carl
Role
EVP, Production Solutions
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Rights to Receive Class A common stock F2, F3 | -- | -- | -- |
| holding | Class A common stock F1 | -- | -- | -- |
Holdings After Transaction:
Rights to Receive Class A common stock — 0 shares (Direct);
Class A common stock — 22,696 shares (Direct)
Footnotes (3)
- F1. Represents restricted stock units ("RSUs") that vest in three equal installments on the first, second and third anniversary of the award grant date, with accelerated vesting following a change in control of the Issuer. Each RSU represents a contingent right to receive one share of Class A Common Stock
- F2. In connection with a Stock Purchase Agreement, dated as of February 1, 2026 (the "Purchase Agreement"), by and between Flowco Holdings Inc. (the "Issuer") and Riverway Group (the "Seller"), the Issuer issued an aggregate of 1,454,849 shares of Class A common stock to the Seller (such shares, the "Stock Consideration"). The Seller is owned by The Axis Investment ("Axis"), Pursuant to a letter agreement entered into in connection with the Purchase Agreement (the "Side Letter"), the Seller and Axis agreed with the Company to assign and transfer to Mr. Ford a portion of the Stock Consideration equal to 50% of the total "Incentive Share Entitlement" to which Mr. Ford is entitled as the holder of Class C shares of Axis pursuant to an equity incentive award agreement between Axis and Mr. Ford (the "Award Agreement"). [continues in footnote 3]
- F3. [continued from footnote 2] As of the date hereof, Axis has not finally determined the "Incentive Share Entitlement" and related number of shares allocable under the Side Letter; however, Axis has informed Mr. Ford that it currently expects 50% of such total "Incentive Share Entitlement" will entitle Mr. Ford to 397,211 shares of Class A common stock. Mr. Ford is also the holder of other equity interests in Axis, and may be entitled to receive other shares of the Issuer's Class A common stock distributed by Axis to its shareholders with respect to such other equity interests. Mr. Ford is one of five directors of Axis. Mr. Ford disclaims beneficial ownership with respect to the Issuer's shares of Class A common stock held directly by Riverway other than to the extent of his contractual rights under the Award Agreement and the Seller and Axis' obligations under the Side Letter.
Key Figures
RSUs representing Class A common stock: 22,696 shares
Stock Consideration: 1,454,849 shares
Expected Incentive Share Entitlement (50%): 397,211 shares
3 metrics
RSUs representing Class A common stock
22,696 shares
Total restricted stock units held directly by Ford Gareth Carl, vesting over three years
Stock Consideration
1,454,849 shares
Aggregate Class A common stock issued by Flowco Holdings Inc. to Riverway Group under the Stock Purchase Agreement
Expected Incentive Share Entitlement (50%)
397,211 shares
Current expectation from Axis Investment of shares allocable to Ford Gareth Carl under award and Side Letter
Key Terms
restricted stock units ("RSUs"), Stock Purchase Agreement, Incentive Share Entitlement, Stock Consideration, +1 more
5 terms
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs") that vest in three equal installments"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Stock Purchase Agreement financial
"In connection with a Stock Purchase Agreement, dated as of February 1, 2026"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
Stock Consideration financial
"the Issuer issued an aggregate of 1,454,849 shares ... (such shares, the "Stock Consideration")"
Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.
Side Letter financial
"Pursuant to a letter agreement entered into in connection with the Purchase Agreement (the "Side Letter")"
FAQ
What does the Form 3 filing disclose about FLOC executive Ford Gareth Carl?
The Form 3 reports the initial beneficial ownership of Flowco Holdings Inc. (FLOC) securities by Ford Gareth Carl, EVP, Production Solutions. It details his 22,696 RSUs of Class A common stock and his contractual rights to additional shares through arrangements with Riverway Group and Axis Investment.
What stock consideration was issued under Flowco’s Stock Purchase Agreement?
Under the Stock Purchase Agreement dated February 1, 2026, Flowco Holdings Inc. issued an aggregate of 1,454,849 shares of Class A common stock to Riverway Group as stock consideration. These shares form the pool from which Ford Gareth Carl’s Incentive Share Entitlement is partly allocated.
AI-generated analysis. How Rhea-AI works. Not financial advice.
