Flowco Holdings Inc. SEC Filings

Flowco Holdings Inc. registers the resale of up to 1,454,849 shares of Class A common stock by Riverway Group pursuant to a shelf registration. The company will not receive proceeds from these resales. The Class A shares trade on the NYSE/NYSE Texas under the symbol FLOC; the last reported sale price was $20.59 per share on March 31, 2026. Shares outstanding were 40,673,124 Class A and 49,664,480 Class B as of March 23, 2026.

Flowco Holdings Inc. investment funds associated with director and 10% owner Jonathan B. Fairbanks exercised LLC interests for Class A shares and then sold a substantial block in the market. On March 26, 2026, GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC exercised derivative positions into a total of 1,143,226 shares of Class A common stock at a conversion price of $0.00 per share.

The same affiliated entities then executed open-market or private sales totaling 1,170,000 shares of Class A common stock at $21.175 per share. After these sales, GEC Partners III GI LP and GEC Partners III-B GI LP continued to hold 351,898 and 311,396 shares, respectively, while Fairbanks also reported 15,625 shares held directly and small indirect holdings through children. Footnotes state Fairbanks and related GEC entities disclaim beneficial ownership except to the extent of their pecuniary interest.

Flowco Holdings Inc. is asking stockholders to vote at its virtual 2026 annual meeting on May 7, 2026 at 9:00 a.m. CT. Holders of common stock as of March 9, 2026 can participate online and vote using a 12-digit control number.

Stockholders will elect two Class I directors (Joseph R. Edwards and Cynthia L. Walker) to terms ending at the 2029 meeting, consider approval of a new Employee Stock Purchase Plan, and ratify PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026.

The proxy statement also details executive and director pay, including 2025 salaries, performance-based cash bonuses tied mainly to EBITDA and safety metrics, and substantial restricted stock unit grants made in connection with the IPO under the 2025 Equity and Incentive Plan. It explains severance, change-in-control protections, board committees, independence status and current stock ownership of major holders, directors and named executive officers.

Flowco Holdings Inc received an amended Schedule 13G/A from The Vanguard Group reporting beneficial ownership of 0 shares of Common Stock, representing 0%. The amendment explains an internal realignment and disaggregation of Vanguard subsidiaries in accordance with SEC Release No. 34-39538 (January 12, 1998). The filing is signed by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.

Flowco Holdings Inc. director and 10% owner Jonathan B. Fairbanks reported transactions by investment entities he manages or controls. Funds including GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC exercised LLC interests exchangeable into Class A common stock and then sold a combined 7,800,000 shares of Class A common stock in open-market or private transactions at $21.175 per share.

After these sales, related GEC funds continue to hold Class A shares, such as 366,103 shares at GEC Partners III GI LP and 323,965 shares at GEC Partners III-B GI LP, while Mr. Fairbanks also reports 15,625 shares held directly and additional small indirect holdings through children. Footnotes state that Mr. Fairbanks and the GEC entities disclaim beneficial ownership beyond their pecuniary interests.

Flowco Holdings Inc. entered an underwriting agreement for a secondary public offering of 7,800,000 shares of its Class A common stock at $22.00 per share, all sold by existing stockholders. The selling stockholders also granted underwriters a 30‑day option to purchase up to an additional 1,170,000 shares.

The company itself did not sell shares or receive offering proceeds, but separately agreed to repurchase 780,000 shares from the underwriters for an aggregate price of approximately $16.5 million under its existing share repurchase program. The offering and share repurchase were completed on March 23, 2026 under an effective Form S‑3 shelf registration.

Flowco Holdings Inc. is registering 7,800,000 shares of Class A common stock for resale by selling stockholders. The prospectus supplement states a public offering price of $22.00 per share and that Flowco will not receive proceeds from these sales.

Subject to the completion of this offering, Flowco intends to repurchase 10% of the shares sold (approximately 780,000 shares) at the offering price in a proposed Share Repurchase. After the offering and the Share Repurchase Flowco says it will no longer be a “controlled company” under NYSE rules; GEC is expected to own ~33.4% (or ~32.1% if the underwriters fully exercise their option) and GEC and White Deer together ~49.4% (or ~48.1% with full exercise).

Flowco Holdings Inc. filed a preliminary prospectus supplement registering 7,800,000 shares of its Class A common stock for resale by selling stockholders. The company is not selling shares here and will receive no proceeds from these resale transactions. Subject to closing, Flowco intends to repurchase 10% of the shares sold in this offering (an illustrative 780,000 shares) at the price received by the selling stockholders; the Share Repurchase is not a condition to the offering.

The filing notes Flowco completed the acquisition of Valiant Artificial Lift Solutions for approximately $200 million on March 2, 2026, funded via available capacity under its revolving credit facility. After the offering, Flowco will no longer be a NYSE “controlled company”; however, GEC and White Deer will retain substantial voting influence (collectively ~49.0% stated pro forma) and certain director nomination and consent rights.

Flowco Holdings Inc. corporate controller Brown Robert Y. IV has filed an initial Form 3 reporting his equity holdings in the company. He lists direct ownership of 750, 2,083 and 7,104 shares of Class A common stock as of February 24, 2026.

Footnotes explain that part of his equity consists of restricted stock units that vest either on the third anniversary of the grant date or in three equal annual installments, with accelerated vesting following a change in control. Each restricted stock unit converts into one share of Class A common stock when it vests.