Flowco (FLOC) EVP swaps LLC interests for 100,000 Class A shares

Rhea-AI Filing Summary

Flowco Holdings EVP Talton Brooks Mims III acquired 100,000 shares of Class A common stock through a non-cash conversion of LLC interests and paired Class B shares on February 27, 2026.

He converted 100,000 Common Units of Flowco MergeCo LLC, each paired with one Class B share, into an equal number of Class A shares, as permitted under the Flowco MergeCo LLC Restated LLC Agreement. The corresponding 100,000 Class B voting shares were cancelled. After the transaction, he directly held 183,675 shares of Class A common stock and 1,017,512 LLC interests.

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

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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^*

Talton Brooks Mims III

(Last) (First) (Middle)

1300 POST OAK BLVD STE. 450

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Natural Gas Technologies

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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

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

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

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	02/27/2026		C		100,000	A	(1)	183,675	D

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)	02/27/2026		C			100,000	(2)	(2)	Class A Common Stock	100,000	$0	1,017,512	D

Explanation of Responses:

1. The 100,000 shares of Class A common stock of the Issuer (the "Class A Common Stock") were acquired upon redemption and exchange of an equal number of Common Units of Flowco MergeCo LLC (the "Common Units") and shares of Class B common stock of the Issuer (the "Class B Common Stock", and together with the paired Common Unit, the "Paired Interest") as described in footnote (2).

2. Represents Common Units. Each Common Unit is paired with one share of Class B Common Stock. Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC (the "Restated LLC Agreement"), each Paired Interest will be exchangeable into one share of Class A Common Stock (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. 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.

	Joel Lambert, attorney-in-fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Flowco (FLOC) report for Talton Brooks Mims III?

Talton Brooks Mims III acquired 100,000 Class A shares of Flowco Holdings Inc. via a non-cash conversion. He exchanged 100,000 Common Units of Flowco MergeCo LLC and paired Class B shares into 100,000 Class A shares under the Restated LLC Agreement’s exchange terms.

How many Flowco (FLOC) Class A shares does Talton Brooks Mims III own after the transaction?

After the conversion, he directly owns 183,675 Class A shares. These were increased by the 100,000 shares received in exchange for Common Units and Class B shares. He also continues to hold 1,017,512 LLC interests following the reported Form 4 transaction.

What was converted to obtain the 100,000 Flowco (FLOC) Class A shares?

He converted 100,000 Common Units paired with Class B shares in Flowco MergeCo LLC. Each “Paired Interest” of one Common Unit and one Class B share was exchangeable into one Class A share, in accordance with the Second Amended and Restated LLC Agreement.

Was the Flowco (FLOC) insider transaction a market purchase or sale?

The transaction was a conversion of a derivative security, not a market trade. Code C on the Form 4 indicates a derivative conversion, exchanging LLC interests and Class B shares into Class A stock without an open-market buy or sell component.

What happens to Flowco (FLOC) Class B shares when Paired Interests are exchanged?

The corresponding Class B shares are generally cancelled upon exchange. Each Paired Interest, consisting of a Common Unit and a Class B share, can be exchanged for one Class A share, and the related Class B share, which carries voting rights, is cancelled.