Flowco Holdings Inc. (FLOC) CEO receives RSU and PRSU equity awards

Rhea-AI Filing Summary

Flowco Holdings Inc. disclosed that its Chief Executive Officer received new equity awards and now holds a larger direct stake in the company. On 01/01/2026, the CEO acquired 95,628 Class A common shares through restricted stock units at a price of $0 per share, bringing total directly held Class A common stock to 230,420 shares after the transaction. These RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date, with accelerated vesting if there is a change in control.

The CEO was also granted 191,256 performance-based restricted stock units, each representing a contingent right to receive one Class A share. This grant reflects PRSUs that vested at 200% of the target level, based on performance conditions, and they vest on the third anniversary of the award grant date, with potential payouts ranging from 0% to 200% of the target amount and accelerated vesting upon a change in control.

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^*

EDWARDS JOSEPH R

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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	01/01/2026		A		95,628(1)	A	$0	230,420	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
Performance Based Restricted Stock Unit	(2)	01/01/2026		A		191,256		(2)	(2)	Class A Common Stock	191,256	$0	191,256	D

Explanation of Responses:

1. 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.

2. Each performance-based restricted stock unit ("PRSU") represents a contingent right to receive one share of Flowco Holdings Inc. Class A common stock, subject to certain performance conditions. This amount reflects PRSUs that were granted and vested at 200% of target. PRSUs vest on the third anniversary of the award grant date and can range from 0%- 200% of target grant amount, with accelerated vesting following a change in control of the Issuer.

	Joel Lambert, attorney-in-fact	01/05/2026
	** 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 Holdings Inc. (FLOC) report for its CEO?

The Chief Executive Officer of Flowco Holdings Inc. reported acquiring 95,628 Class A common shares via restricted stock units and 191,256 performance-based restricted stock units on 01/01/2026, both at a price of $0 per share.

How many Flowco Holdings Inc. (FLOC) shares does the CEO own after this Form 4 transaction?

Following the reported transaction, the Chief Executive Officer beneficially owns 230,420 shares of Flowco Holdings Inc. Class A common stock in direct ownership.

What are the vesting terms of the 95,628 RSUs granted to the Flowco (FLOC) CEO?

The 95,628 restricted stock units vest in three equal installments on the first, second, and third anniversaries of the grant date, with accelerated vesting if there is a change in control, and each RSU converts into one share of Class A common stock.

How do the performance-based RSUs work for Flowco Holdings Inc. (FLOC)?

Each performance-based restricted stock unit represents a contingent right to receive one share of Flowco Holdings Inc. Class A common stock, vests on the third anniversary of the grant date, and can pay out between 0% and 200% of the target amount based on performance, with accelerated vesting after a change in control.

What performance level was used to determine the 191,256 PRSUs for the Flowco (FLOC) CEO?

The reported 191,256 performance-based restricted stock units reflect awards that were granted and vested at 200% of the target grant amount, subject to specified performance conditions.

Are the Flowco Holdings Inc. (FLOC) equity awards to the CEO direct or indirect holdings?

The filing indicates that the CEO’s holdings in both the Class A common stock and the derivative securities reported are in direct ownership.