Chad Roberts Converts 350,000 LLC Units to Class A at Flowco (FLOC)

Rhea-AI Filing Summary

Chad Roberts, EVP, Production Solutions of Flowco Holdings (FLOC) acquired 350,000 shares of Class A common stock on 08/06/2025 through the redemption and exchange of an equal number of Flowco MergeCo LLC Common Units and paired Class B common stock. After this exchange he directly beneficially owns 387,500 shares of Class A common stock.

The filing shows the conversion involved 350,000 LLC interests paired with Class B shares that are exchangeable into Class A shares (or, at the issuer's election, cash under the Restated LLC Agreement). Upon an exchange, the corresponding Class B shares, which carry one vote per share, generally will be cancelled.

Positive

• Acquisition of 350,000 Class A shares via redemption/exchange, increasing direct Class A holdings to 387,500 shares.
• Conversion mechanism explicit: Paired Common Units and Class B shares are exchangeable into Class A shares (or cash at issuer election) per the Restated LLC Agreement.

Negative

• Cancellation of Class B voting shares: Upon exchange the corresponding Class B common shares generally will be cancelled, reducing those voting units associated with the exchanged interests.
• Transaction price reported as $0 for the derivative entry in Table II, indicating the shares were received in a non-cash exchange rather than a market purchase.

Insights

Financial Analyst

Insider converted 350,000 paired interests into Class A shares, raising direct Class A holdings to 387,500.

The Form 4 discloses a non-cash exchange on 08/06/2025 whereby 350,000 Common Units paired with Class B common stock were redeemed and converted into 350,000 Class A shares, increasing the reporting person’s direct Class A position to 387,500 shares. The filing also shows 568,016 derivative securities beneficially owned following the transaction, reflecting the reporting person’s broader economic exposure documented on Table II.

Corporate Governance Expert

Exchange of paired interests converts economic units into common equity and generally cancels associated Class B voting shares.

The explanatory note states each Common Unit is paired with one share of Class B common stock and that, upon exchange, the paired Class B share generally will be cancelled. This transaction therefore changes the composition of share classes held by the reporting person and removes the paired Class B voting units associated with the exchanged interests, as described in the Restated LLC Agreement.

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^*

Roberts Chad

(Last) (First) (Middle)

C/O FLOWCO HOLDINGS INC.

1300 POST OAK BLVD., SUITE 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, Production Solutions

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		C		350,000	A	(1)	387,500	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)	08/06/2025		C			350,000	(2)	(2)	Class A Common Stock	350,000	$0	568,016	D

Explanation of Responses:

1. The 350,000 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.

	/s/ Joel Lambert, Attorney-in-Fact	08/08/2025
	** 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 transaction did Chad Roberts report on the Form 4 for FLOC?

Roberts acquired 350,000 Class A shares on 08/06/2025 through the redemption and exchange of an equal number of Flowco MergeCo LLC Common Units and paired Class B common stock.

How many Class A shares does Chad Roberts own after the reported transaction?

He directly beneficially owns 387,500 Class A shares following the transaction, as stated on the Form 4.

What were the underlying interests exchanged to obtain the Class A shares?

Common Units paired with Class B common stock (the Paired Interest) were redeemed and exchanged for Class A common stock under the Restated LLC Agreement.

Does the exchange affect Class B voting shares for FLOC?

Yes. Upon exchange the corresponding number of Class B common shares, which carry one vote per share, generally will be cancelled, per the filing.

How many derivative securities does the filing show after the transaction?

The filing reports 568,016 derivative securities beneficially owned following the reported transactions, with 350,000 underlying Class A shares referenced in Table II.