Flowco (FLOC) affiliated funds exercise units, sell 1.17M shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Flowco Holdings Inc. investment funds associated with director and 10% owner Jonathan B. Fairbanks exercised LLC interests for Class A shares and then sold a substantial block in the market. On March 26, 2026, GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC exercised derivative positions into a total of 1,143,226 shares of Class A common stock at a conversion price of $0.00 per share.

The same affiliated entities then executed open-market or private sales totaling 1,170,000 shares of Class A common stock at $21.175 per share. After these sales, GEC Partners III GI LP and GEC Partners III-B GI LP continued to hold 351,898 and 311,396 shares, respectively, while Fairbanks also reported 15,625 shares held directly and small indirect holdings through children. Footnotes state Fairbanks and related GEC entities disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Net Seller: 1,170,000 shares ($24,774,750)

Net Sell 16 txns

Insider Fairbanks Jonathan B.

Role Director, 10% Owner

Sold 1,170,000 shs ($24.77M)

Type	Security	Shares	Price	Value
Exercise	LLC Interests	252,361	$0.00	--
Exercise	LLC Interests	286,179	$0.00	--
Exercise	LLC Interests	604,686	$0.00	--
Exercise	Class A Common Stock	252,361	$0.00	--
Exercise	Class A Common Stock	286,179	$0.00	--
Exercise	Class A Common Stock	604,686	$0.00	--
Sale	Class A Common Stock	252,361	$21.175	$5.34M
Sale	Class A Common Stock	286,179	$21.175	$6.06M
Sale	Class A Common Stock	604,686	$21.175	$12.80M
Sale	Class A Common Stock	14,205	$21.175	$301K
Sale	Class A Common Stock	12,569	$21.175	$266K
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	--	--	--

Holdings After Transaction: LLC Interests — 6,252,037 shares (Indirect, By GEC Partners III-B LP); Class A Common Stock — 252,361 shares (Indirect, By GEC Partners III-B LP); Class A Common Stock — 15,625 shares (Direct)

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. 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. 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

Shares sold: 1,170,000 shares Shares exercised: 1,143,226 shares Sale price: $21.175 per share +3 more

6 metrics

Shares sold 1,170,000 shares Total Class A shares sold in open-market or private transactions at $21.175

Shares exercised 1,143,226 shares Total Class A shares acquired via exercise/conversion of LLC interests at $0.00

Sale price $21.175 per share Price for open-market or private sales of Flowco Class A common stock

GEC Partners III GI LP holding 351,898 shares Class A shares held after transactions, indirect holding

GEC Partners III-B GI LP holding 311,396 shares Class A shares held after transactions, indirect holding

Direct holding by Fairbanks 15,625 shares Class A shares reported as held directly after the transactions

Key Terms

Common Units, Paired Interest, Class B Common Stock, Restated LLC Agreement, +2 more

6 terms

Common Units financial

"Represents Common Units (the "Common Units") of Flowco MergeCo LLC"

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

Paired Interest financial

"paired with one share of Class B common stock of the Issuer ... the "Paired Interest""

Class B Common Stock financial

"one share of Class B common stock of the Issuer ("Class B Common Stock")"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Restated LLC Agreement regulatory

"Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo"

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein"

beneficial ownership financial

"disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Form 4 Insider Transactions: What Each Field Means →

03/30/2026 - 05:59 PM

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
Estimated average burden
hours per response:			0.5

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)
03/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/26/2026		M		252,361	A	⁽¹⁾⁽²⁾	252,361	I	By GEC Partners III-B LP⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	03/26/2026		M		286,179	A	⁽¹⁾⁽²⁾	286,179	I	By GEC Partners III LP⁽³⁾⁽⁵⁾⁽⁶⁾
Class A Common Stock	03/26/2026		M		604,686	A	⁽¹⁾⁽²⁾	604,686	I	By GEC Estis Co-Invest II LLC⁽³⁾⁽⁵⁾⁽⁷⁾
Class A Common Stock	03/26/2026		S		252,361	D	$21.175	0	I	By GEC Partners III-B LP⁽³⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	03/26/2026		S		286,179	D	$21.175	0	I	By GEC Partners III LP⁽³⁾⁽⁵⁾⁽⁶⁾
Class A Common Stock	03/26/2026		S		604,686	D	$21.175	0	I	By GEC Estis Co-Invest II LLC⁽³⁾⁽⁵⁾⁽⁷⁾
Class A Common Stock	03/26/2026		S		14,205	D	$21.175	351,898	I	By GEC Partners III GI LP⁽³⁾
Class A Common Stock	03/26/2026		S		12,569	D	$21.175	311,396	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Interests	⁽¹⁾⁽²⁾	03/26/2026		M			252,361	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	252,361	$0	6,252,037	I	By GEC Partners III-B LP⁽³⁾⁽⁴⁾⁽⁵⁾
LLC Interests	⁽¹⁾⁽²⁾	03/26/2026		M			286,179	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	286,179	$0	7,089,834	I	By GEC Partners III LP⁽³⁾⁽⁵⁾⁽⁶⁾
LLC Interests	⁽¹⁾⁽²⁾	03/26/2026		M			604,686	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	604,686	$0	14,980,623	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	03/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Flowco Holdings (FLOC) report for Jonathan B. Fairbanks–related entities?

Entities associated with Jonathan B. Fairbanks exercised LLC interests into 1,143,226 Flowco Class A shares, then sold 1,170,000 shares in open-market or private transactions at $21.175 per share. These trades were reported as indirect holdings through various GEC investment vehicles.

How many Flowco Holdings (FLOC) shares did affiliated funds sell and at what price?

Affiliated GEC funds reported selling a total of 1,170,000 Flowco Class A common shares. The Form 4 shows these open-market or private sales occurred at a price of $21.175 per share, following option-like conversions of LLC interests into Class A stock at a $0.00 exercise price.

What derivative exercises did Flowco Holdings (FLOC) disclose for Fairbanks-linked entities?

GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC exercised LLC interests into 252,361, 286,179 and 604,686 Flowco Class A shares, respectively. In total, 1,143,226 underlying shares were acquired at a stated conversion or exercise price of $0.00 per share.

What Flowco Holdings (FLOC) shares remain held by the GEC GI funds after these transactions?

Following the reported trades, GEC Partners III GI LP is shown holding 351,898 Flowco Class A shares, while GEC Partners III-B GI LP holds 311,396 shares. These positions represent ongoing indirect holdings associated with Jonathan B. Fairbanks through GEC-managed investment vehicles.

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

Yes. The filing shows Jonathan B. Fairbanks holding 15,625 Flowco Class A shares directly, plus several small indirect positions of 500 shares each held “By Child.” Footnotes note that Fairbanks and certain GEC entities disclaim beneficial ownership except for their pecuniary interest.

How are Flowco MergeCo LLC Paired Interests described in the Fairbanks Form 4?

Footnotes explain that each Common Unit in Flowco MergeCo LLC is paired with one share of Class B common stock as a “Paired Interest.” Each Paired Interest can be exchanged into one Flowco Class A share, or cash at the issuer’s election, under a Restated LLC Agreement.

Flowco (FLOC) affiliated funds exercise units, sell 1.17M shares

Rhea-AI Filing Summary

Positive