Funds tied to Flowco (FLOC) director sell 7.8M Class A shares

Rhea-AI Filing Summary

Flowco Holdings Inc. director and 10% owner Jonathan B. Fairbanks reported transactions by investment entities he manages or controls. Funds including GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC exercised LLC interests exchangeable into Class A common stock and then sold a combined 7,800,000 shares of Class A common stock in open-market or private transactions at $21.175 per share.

After these sales, related GEC funds continue to hold Class A shares, such as 366,103 shares at GEC Partners III GI LP and 323,965 shares at GEC Partners III-B GI LP, while Mr. Fairbanks also reports 15,625 shares held directly and additional small indirect holdings through children. Footnotes state that Mr. Fairbanks and the GEC entities disclaim beneficial ownership beyond their pecuniary interests.

Insights

Equity markets analyst

GEC-managed funds exercised LLC interests then sold 7.8M Flowco shares.

Investment entities associated with Jonathan B. Fairbanks converted LLC interests (Paired Interests in Flowco MergeCo) into Class A common stock, then sold the resulting 7,800,000 shares at $21.175 per share in open-market or private transactions. The filing characterizes these as exercise or conversion followed by sales.

The transactions represent a net-sell pattern for the GEC funds, while other GEC vehicles still report hundreds of thousands of shares and Mr. Fairbanks retains 15,625 shares directly plus small indirect holdings via children. Footnotes emphasize that Fairbanks and several GEC entities disclaim beneficial ownership except to the extent of their pecuniary interests, so the economic exposure is spread across multiple funds.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fairbanks Jonathan B.

(Last) (First) (Middle)

C/O GEC ADVISORS LLC

2415 WEST ALABAMA STREET, SUITE 220

(Street)

HOUSTON TEXAS 77098

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Flowco Holdings Inc. [ FLOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/23/2026		M		1,682,406	A	(1)(2)	1,682,406	I	By GEC Partners III-B LP(3)(4)(5)
Class A Common Stock	03/23/2026		M		1,907,855	A	(1)(2)	1,907,855	I	By GEC Partners III LP(3)(5)(6)
Class A Common Stock	03/23/2026		M		4,031,250	A	(1)(2)	4,031,250	I	By GEC Estis Co-Invest II LLC(3)(5)(7)
Class A Common Stock	03/23/2026		S		1,682,406	D	$21.175	0	I	By GEC Partners III-B LP(3)(4)(5)
Class A Common Stock	03/23/2026		S		1,907,855	D	$21.175	0	I	By GEC Partners III LP(3)(5)(6)
Class A Common Stock	03/23/2026		S		4,031,250	D	$21.175	0	I	By GEC Estis Co-Invest II LLC(3)(5)(7)
Class A Common Stock	03/23/2026		S		94,694	D	$21.175	366,103	I	By GEC Partners III GI LP(3)
Class A Common Stock	03/23/2026		S		83,795	D	$21.175	323,965	I	By GEC Partners III-B GI LP(3)
Class A Common Stock								15,625	D
Class A Common Stock								500	I	By Child
Class A Common Stock								500	I	By Child
Class A Common Stock								500	I	By Child
Class A Common Stock								500	I	By Child

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Interests	(1)(2)	03/23/2026		M			1,682,406	(1)(2)	(1)(2)	Class A Common Stock	1,682,406	$0	6,504,398	I	By GEC Partners III-B LP(3)(4)(5)
LLC Interests	(1)(2)	03/23/2026		M			1,907,855	(1)(2)	(1)(2)	Class A Common Stock	1,907,855	$0	7,376,013	I	By GEC Partners III LP(3)(5)(6)
LLC Interests	(1)(2)	03/23/2026		M			4,031,250	(1)(2)	(1)(2)	Class A Common Stock	4,031,250	$0	15,585,309	I	By GEC Estis Co-Invest II LLC(3)(5)(7)

Explanation of Responses:

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]

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.

3. 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.

4. 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.

5. Each of GEC Advisors LLC, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC will be added as Reporting Persons once their EDGAR accounts are reactivated.

6. 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.

7. 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.

Remarks:

In connection with the Master Reorganization Agreement, the Reporting Persons entered into a Stockholders Agreement with certain other stockholders of the Issuer, pursuant to which, among other matters, they agreed to vote in favor of each others' director nominees. As a result, certain Reporting Persons may be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other stockholders of the Issuer. Collectively, such "group" may be deemed to beneficially own in the aggregate more than 50% of the shares of the Issuer's Class A Common Stock. Accordingly, the Reporting Persons are filing this Form 4 in part by virtue of their deemed membership in such "group." Each of GEC Advisors LLC, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC may be deemed to be a director by deputization by virtue of the right the GEC parties to the Stockholders Agreement and their affiliates to designate two members of the Issuer's board of directors pursuant to the Stockholders Agreement. However, each of the Reporting Persons disclaims any pecuniary interest in the shares of Class A Common Stock owned directly by such other stockholders, and such shares are not reflected in the tables herein.

	Joel Lambert, attorney-in-fact	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Flowco Holdings Inc. (FLOC) disclose on this Form 4?

Flowco reported that investment funds associated with director and 10% owner Jonathan B. Fairbanks exercised LLC interests into Class A common stock, then sold a combined 7,800,000 shares at $21.175 per share, resulting in a net-sell position for those entities.

Who actually sold Flowco (FLOC) shares in the reported Form 4 transactions?

The sales were made by GEC-sponsored funds, including GEC Partners III-B LP, GEC Partners III LP, GEC Estis Co-Invest II LLC and GI vehicles. Footnotes state Mr. Fairbanks and related GEC entities disclaim beneficial ownership except for their pecuniary interests in these investment funds.

How many Flowco (FLOC) shares were sold and at what price?

GEC-affiliated funds sold a combined 7,800,000 shares of Flowco Class A common stock. Each open-market or private transaction was reported at a price of $21.175 per share, according to the Form 4 transaction detail and summary fields provided.

Did the GEC funds exercise derivatives before selling Flowco (FLOC) stock?

Yes. The entities first exercised LLC interests, described as Paired Interests exchangeable one-for-one into Class A common stock, then sold the resulting shares. The filing classifies these as derivative exercises (code M) followed by open-market or private sales (code S).

Does Jonathan B. Fairbanks still hold Flowco (FLOC) shares after these transactions?

Yes. After the reported sales by GEC funds, the Form 4 shows Mr. Fairbanks holding 15,625 Flowco Class A shares directly, plus several 500-share positions indirectly through children, while related GEC GI funds continue to hold hundreds of thousands of additional shares.

How do the Form 4 footnotes affect interpretation of the Flowco (FLOC) insider sales?

Footnotes explain that GEC funds actually hold the securities, and Mr. Fairbanks is a controlling person of several GEC entities. They state that Fairbanks and certain GEC entities disclaim beneficial ownership beyond their pecuniary interests, clarifying that the trades reflect fund-level portfolio activity.