GEC funds tied to Jonathan Fairbanks convert and sell 7.8M Flowco (FLOC) shares
Rhea-AI Filing Summary
Flowco Holdings Inc. insider entities tied to Jonathan B. Fairbanks reported a large exercise-and-sale transaction in Class A common stock. Investment vehicles GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC exercised a combined 7,621,511 LLC Interests into the same number of Class A shares on March 26, 2026, for no cash exercise price.
On the same date, those entities and related funds sold 7,800,000 Class A shares in open-market transactions at $21.175 per share. After these sales, GEC Partners III GI LP held 366,103 Class A shares and GEC Partners III-B GI LP held 323,965 shares, while Mr. Fairbanks also has smaller direct and family holdings. Footnotes state that Mr. Fairbanks and several GEC entities disclaim beneficial ownership of these securities except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insights
GEC-affiliated funds exercised and then sold about 7.8M Flowco shares at $21.175.
Investment entities associated with Jonathan B. Fairbanks converted 7,621,511 Paired Interests into Class A common stock of Flowco Holdings Inc. and then sold 7,800,000 Class A shares in open-market trades at $21.175 per share on March 26, 2026.
The pattern reflects an exercise-and-sell sequence by private funds, not an individual, with Fairbanks and several GEC entities formally disclaiming beneficial ownership beyond their pecuniary interests. The filing also shows that some related funds retained positions, including 366,103 and 323,965 shares, so this is a partial reduction rather than a full exit by all affiliated vehicles.
Because no remaining derivative positions are listed in the derivative summary, the reported LLC Interests tied to this transaction appear to have been fully converted. Future company filings may clarify how these changes in large-holder positions relate to overall ownership concentration and liquidity in Flowco’s Class A common stock.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | LLC Interests | 1,682,406 | $0.00 | -- |
| Exercise | LLC Interests | 1,907,855 | $0.00 | -- |
| Exercise | LLC Interests | 4,031,250 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,682,406 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,907,855 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,031,250 | $0.00 | -- |
| Sale | Class A Common Stock | 1,682,406 | $21.175 | $35.62M |
| Sale | Class A Common Stock | 1,907,855 | $21.175 | $40.40M |
| Sale | Class A Common Stock | 4,031,250 | $21.175 | $85.36M |
| Sale | Class A Common Stock | 94,694 | $21.175 | $2.01M |
| Sale | Class A Common Stock | 83,795 | $21.175 | $1.77M |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
Footnotes (1)
- Represents Common Units (the "Common Units") of Flowco MergeCo LLC ("Flowco MergeCo"). Each Common Unit is paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo, dated as of January 17, 2025 (the "Restated LLC Agreement"), each Paired Interest is exchangeable into one share of Class A Common Stock ("Class A Common Stock") of the Issuer (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. [continues in footnote 2] [continued from footnote 1] Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders, generally will be cancelled. GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III-GI LP, and GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC and GEC Partners III-B LP, and GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks is the manager and controlling member of GEC, GEC Group Ltd. and GEC Group B. Ltd, as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Capital Group III LP and GEC Group B Ltd. disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. These securities are held directly by GEC Partners III-B LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. These securities are held directly by GEC Partners III LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group Ltd. and GEC Capital Group III LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein. These securities are held directly by GEC Estis Co-Invest II LLC. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
Key Figures
Key Terms
Paired Interest financial
Common Units financial
Class B common stock financial
Restated LLC Agreement financial
pecuniary interest financial
