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Flowco (FLOC) EVP swaps 350,000 LLC Paired Interests for Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Flowco Holdings Inc. executive vice president Chad Roberts converted 350,000 LLC interests (paired Common Units and Class B shares) into 350,000 shares of Class A Common Stock on May 26, 2026 through a derivative conversion, with no stated cash price.

After the transaction, Roberts directly held 417,008 shares of Class A Common Stock. The converted interests came from Paired Interests in Flowco MergeCo LLC, where each Common Unit and corresponding Class B share could be exchanged into one Class A share under the Restated LLC Agreement, with the related Class B shares generally cancelled.

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Insider Roberts Chad
Role EVP, Production Solutions
Type Security Shares Price Value
Conversion LLC Interests 350,000 $0.00 --
Conversion Class A Common Stock 350,000 $0.00 --
Holdings After Transaction: LLC Interests — 218,016 shares (Direct, null); Class A Common Stock — 417,008 shares (Direct, null)
Footnotes (1)
  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). 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.
Class A shares acquired 350,000 shares Acquired via derivative conversion on May 26, 2026
Class A shares after transaction 417,008 shares Direct holdings following conversion
LLC interests converted 350,000 interests Common Units paired with Class B Common Stock
LLC interests remaining 218,016 interests LLC interests held after derivative transaction
Conversion price per share $0.00 per share Stated transaction price for Class A Common Stock
Class A Common Stock financial
"The 350,000 shares of Class A common stock of the Issuer (the "Class A Common Stock") were acquired upon redemption"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Common Units financial
"Represents Common Units. Each Common Unit is paired with one share of Class B Common Stock."
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.
Class B Common Stock financial
"Each Common Unit is paired with one share of 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.
Paired Interest financial
"shares of Class B common stock of the Issuer (the "Class B Common Stock", and together with the paired Common Unit, the "Paired Interest")"
Restated LLC Agreement financial
"Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC (the "Restated LLC Agreement")"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Roberts Chad
(Last)(First)(Middle)
1300 POST OAK BLVD., SUITE 450
(Street)
HOUSTON TEXAS 77056
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Production Solutions
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/26/2026C350,000A(1)417,008D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LLC Interests(1)(2)05/26/2026C350,000 (2) (2)Class A Common Stock350,000$0218,016D
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.
Joel Lambert, attorney-in-fact06/09/2026
** Signature of Reporting PersonDate
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 did Flowco (FLOC) executive Chad Roberts report on this Form 4?

Chad Roberts reported a derivative conversion, exchanging 350,000 Paired Interests into 350,000 shares of Class A Common Stock. The transaction involved redeeming LLC Common Units and associated Class B shares into Class A stock under Flowco MergeCo LLC’s Restated LLC Agreement.

How many Flowco (FLOC) Class A shares did Chad Roberts hold after the conversion?

After the reported conversion, Chad Roberts directly held 417,008 shares of Flowco Class A Common Stock. This total reflects the addition of 350,000 Class A shares acquired by exchanging an equal number of Paired Interests, as described in the Form 4 and its accompanying footnotes.

What are Paired Interests and Common Units in the Flowco (FLOC) structure?

Each Paired Interest consists of one Common Unit in Flowco MergeCo LLC and one share of Class B Common Stock. Under the Restated LLC Agreement, each Paired Interest is exchangeable into one share of Class A Common Stock or, at the issuer’s election, cash based on a defined redemption rate.

How many Flowco MergeCo LLC Common Units were converted in this Form 4?

The filing shows 350,000 Common Units, each paired with one Class B Common share, were exchanged. These Paired Interests were redeemed for 350,000 shares of Class A Common Stock, following the terms of Flowco MergeCo LLC’s Second Amended and Restated Limited Liability Company Agreement.

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

When Paired Interests are exchanged for Class A Common Stock, the corresponding Class B shares generally are cancelled. Those Class B shares previously entitled the holder to one vote per share on matters presented to stockholders, as described in the Form 4’s explanatory footnote.

Did Chad Roberts buy or sell Flowco (FLOC) shares on the open market?

The Form 4 reports a derivative conversion, not an open-market trade. Roberts acquired 350,000 Class A shares by exchanging Paired Interests, with a stated conversion price of $0.00 per share, under the Flowco MergeCo LLC Restated LLC Agreement’s exchange mechanics.