Flotek (FTK) CEO receives performance-based RSUs and grants tied to 2026–2028 results

Rhea-AI Filing Summary

Flotek Industries CEO Ezell Ryan Gillis reported equity awards and related share withholding for taxes. He received 36,595 Performance Based Restricted Stock Units on February 24, 2026, each representing a right to one common share, and 30,263 common shares as a grant.

To cover tax obligations, 12,126 common shares were disposed of at $16.02 per share through a tax-withholding transaction. Following these movements, his direct holdings rose to 260,137 common shares and 36,595 performance-based RSUs, which vest over performance periods tied to Adjusted EBITDA and relative total shareholder return through December 31, 2028.

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^*

Ezell Ryan Gillis

(Last) (First) (Middle)

5775 N. SAM HOUSTON PARKWAY W.

STE 400

(Street)

HOUSTON TX 77086

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOTEK INDUSTRIES INC/CN/ [ FTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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
Common Shares	02/24/2026		A		30,263(1)(2)	A	$0	235,668	D
Common Shares	02/24/2026		F		12,126	D	$16.02	223,542	D
Common Shares	02/24/2026		A		36,595(3)	A	$0	260,137	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	(4)	02/24/2026		A		36,595		(4)	(4)	Common Stock	36,595	$0	36,595	D

Explanation of Responses:

1. Includes 263 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period commencing October 1, 2025. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units previously granted on October 30, 2024.

3. Restricted stock units that vest in three equal annual installments.

4. Each Performance Based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of Flotek Industries, Inc. common stock, subject to the following conditions. Up to half of the PRSUs will vest if, and to the extent, the Company's Adjusted EBITDA meets or exceeds certain thresholds during the performance period of January 1, 2026 to December 31, 2027, subject to continued employment through December 31, 2028. Up to half of the PRSUs will vest, if, and to the extent, the Company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services, measured over a performance period from January 1, 2026 through December 31, 2028, meets or exceeds certain thresholds.

Remarks:

	/s/ J. Bond Clement as attorney-in-fact	02/26/2026
	** 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).
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FAQ

What equity awards did Flotek (FTK) CEO Ezell Ryan Gillis receive?

Ezell Ryan Gillis received 36,595 Performance Based Restricted Stock Units and 30,263 common shares as equity awards. These grants increase his direct ownership stake and tie part of his compensation to future performance and share price outcomes.

How many Flotek (FTK) shares did the CEO dispose of for taxes?

The CEO had 12,126 common shares disposed of at $16.02 per share to satisfy tax withholding obligations. This tax-withholding disposition is not an open-market sale, but reduces the net number of shares retained from the equity awards.

What are the performance conditions on Flotek (FTK) performance-based RSUs?

The 36,595 performance-based RSUs can vest in two parts. Up to half depends on Adjusted EBITDA thresholds for January 1, 2026 to December 31, 2027, and up to half on total shareholder return versus a Russell 2000 oil equipment and services index through December 31, 2028.

Over what period do Flotek (FTK) CEO performance RSUs vest?

The performance-based RSUs reference performance periods from January 1, 2026 through December 31, 2027 and December 31, 2028. Continued employment through December 31, 2028 is required for vesting, aligning the CEO’s incentives with longer-term company results.

What is the CEO’s Flotek (FTK) share ownership after these transactions?

After the reported grants and tax-withholding disposition, Ezell Ryan Gillis directly holds 260,137 common shares and 36,595 performance-based restricted stock units. These positions reflect his updated equity stake and potential future share entitlement, subject to the stated vesting and performance conditions.

How do the Flotek (FTK) CEO’s RSUs relate to company performance?

The performance-based RSUs vest only if specified metrics are met. Adjusted EBITDA must reach defined thresholds and total shareholder return must meet targets relative to a Russell 2000 oil equipment and services index, tying realized compensation to company and stock performance.