Flowco Holdings Inc. (FLOC) EVP reports new RSU and PRSU awards

Rhea-AI Filing Summary

Flowco Holdings Inc. executive vice president of Natural Gas Technologies reported new equity awards in the company’s Class A common stock. On 01/01/2026, the insider acquired 29,508 restricted stock units (RSUs) at a price of $0, bringing direct beneficial ownership to 83,675 Class A 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 filing also reports an award of 39,344 performance-based restricted stock units (PRSUs) on the same date. Each PRSU represents a contingent right to receive one share of Class A common stock, and this amount reflects PRSUs that were granted and vested at 200% of target. PRSUs vest on the third anniversary of the award grant date, can range from 0%–200% of the target grant amount based on performance conditions, and have 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

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^*

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)
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		29,508(1)	A	$0	83,675	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
Performance Based Restricted Stock Unit	(2)	01/01/2026		A		39,344		(2)	(2)	Class A Common Stock	39,344	(2)	39,344	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.
* 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.

FAQ

What insider transaction did Flowco Holdings Inc. (FLOC) report in this Form 4?

The Form 4 reports that an executive vice president of Flowco Holdings Inc. acquired 29,508 restricted stock units (RSUs) of Class A common stock on 01/01/2026 at a price of $0, increasing direct beneficial ownership to 83,675 Class A shares after the transaction.

What are the vesting terms of the 29,508 RSUs reported by Flowco Holdings Inc. (FLOC)?

The 29,508 RSUs vest in three equal installments on the first, second, and third anniversaries of the award grant date. Each RSU represents a contingent right to receive one share of Class A common stock, with accelerated vesting following a change in control of the issuer.

What performance-based restricted stock units (PRSUs) were reported for Flowco Holdings Inc. (FLOC)?

The filing shows an award of 39,344 performance-based restricted stock units (PRSUs) on 01/01/2026. Each PRSU represents a contingent right to receive one share of Flowco Holdings Inc. Class A common stock, subject to performance conditions.

How were the Flowco Holdings Inc. (FLOC) PRSUs determined relative to target?

The 39,344 PRSUs reflect units that were granted and vested at 200% of target. According to the disclosure, PRSUs can range from 0%–200% of the target grant amount depending on performance conditions.

When do the Flowco Holdings Inc. (FLOC) PRSUs vest and what triggers acceleration?

The PRSUs vest on the third anniversary of the award grant date. Both the RSUs and PRSUs provide for accelerated vesting following a change in control of Flowco Holdings Inc., as described in the filing.

What role does the reporting person hold at Flowco Holdings Inc. (FLOC)?

The reporting person is an officer of Flowco Holdings Inc., serving as EVP, Natural Gas Technologies, and filed the Form 4 as a single reporting person.