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Flotek holder sells 2.3M shares at $26.01

A 10% owner of Flotek Industries Inc restructured part of its position via a $26.01-per-share stock-for-debt transaction with two counterparties.

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Form Type
4

Rhea-AI Filing Summary

Flotek Industries Inc (FTK) had a large shareholder, ProFrac GDM, LLC, report a sale of Common Stock on September 11, 2026. ProFrac GDM transferred 2,306,806 shares to THRC Holdings, LP and Farris Wilks under stock transfer agreements at $26.01 per share, in exchange for cancellation of specified Alpine Holding II, LLC term loans. After these transfers, ProFrac GDM directly held 3,693,194 shares of Flotek Common Stock. No Rule 10b5-1 trading plan is reported for this transaction.

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Insider ProFrac GDM, LLC
Role 10% Owner
Sold 2,306,806 shs ($60.00M)
Type Security Shares Price Value
Sale Common Stock F1, F2 2,306,806 $26.01 $60.00M
Holdings After Transaction: Common Stock — 3,693,194 shares (Direct)
Footnotes (2)
  1. F1. On September 11, 2026, ProFrac GDM, LLC ("ProFrac GDM") sold to THRC Holdings, LP ("THRC") and Farris Wilks, pursuant to stock transfer agreements (the "Flotek Stock Transfer Agreements"), 1,319,493 shares and 987,313 shares, respectively, of common stock, par value $0.0001 per share ("Common Stock"), of Flotek Industries, Inc., in exchange for the cancellation of $34,320,000 of Alpine Holding II, LLC ("Alpine") term loans held by THRC and $25,680,000 of Alpine term loans held by Farris Wilks.
  2. F2. Pursuant to the Flotek Stock Transfer Agreements, the price per share of $26.01 was determined by using the volume-weighted average price of the Common Stock reported on the New York Stock Exchange for the five consecutive trading days ending on (and including) the trading day immediately preceding September 11, 2026.
Shares sold 2,306,806 shares Common Stock transferred by ProFrac GDM, LLC on September 11, 2026
Price per share $26.01 per share Transfer price based on five-day volume-weighted average price before September 11, 2026
Shares to THRC Holdings, LP 1,319,493 shares Portion of Flotek Common Stock transferred under Flotek Stock Transfer Agreements
Shares to Farris Wilks 987,313 shares Portion of Flotek Common Stock transferred under Flotek Stock Transfer Agreements
Alpine term loans cancelled (THRC) $34,320,000 Alpine Holding II, LLC term loans held by THRC cancelled as consideration
Alpine term loans cancelled (Farris Wilks) $25,680,000 Alpine Holding II, LLC term loans held by Farris Wilks cancelled as consideration
Shares held after transaction 3,693,194 shares Flotek Common Stock directly held by ProFrac GDM, LLC after September 11, 2026 transfers
volume-weighted average price financial
"the price per share of $26.01 was determined by using the volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
stock transfer agreements financial
"pursuant to stock transfer agreements (the "Flotek Stock Transfer Agreements")"
term loans financial
"in exchange for the cancellation of $34,320,000 of Alpine Holding II, LLC term loans"
Term loans are long-term bank or lender loans with a set repayment schedule and fixed end date, similar to a mortgage or car loan for a business. They matter to investors because they create predictable interest payments and principal obligations that affect a company’s cash flow, credit risk and capacity to fund growth or return money to shareholders; heavier or expensive term loans can raise default risk and reduce future flexibility.
Common Stock financial
"shares, respectively, of common stock, par value $0.0001 per share ("Common Stock")"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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What did ProFrac GDM, LLC report in this Form 4 for FTK?

ProFrac GDM, LLC reported a sale of 2,306,806 shares of Flotek Common Stock on September 11, 2026, to THRC Holdings, LP and Farris Wilks under stock transfer agreements, in exchange for cancellation of Alpine term loans.

At what price were the FTK shares transferred in this transaction?

The shares were transferred at $26.01 per share. The price was based on the volume-weighted average price of Flotek Common Stock on the New York Stock Exchange over the five trading days ending the day before September 11, 2026.

How many FTK shares did ProFrac GDM, LLC hold after the reported sale?

After the transaction on September 11, 2026, ProFrac GDM, LLC directly held 3,693,194 shares of Flotek Industries Inc Common Stock, as reported in the Form 4.

What consideration did ProFrac GDM, LLC receive for the FTK shares transferred?

ProFrac GDM, LLC received cancellation of Alpine Holding II, LLC term loans: $34,320,000 of loans held by THRC Holdings, LP and $25,680,000 of loans held by Farris Wilks, in exchange for the transferred Flotek shares.

Were the FTK share sales made under a Rule 10b5-1 trading plan?

No. The filing indicates that the transactions by ProFrac GDM, LLC on September 11, 2026 were not made under a Rule 10b5-1 trading plan.

Who acquired the FTK shares from ProFrac GDM, LLC?

The Flotek shares were acquired by THRC Holdings, LP, which received 1,319,493 shares, and Farris Wilks, who received 987,313 shares, under Flotek Stock Transfer Agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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*
ProFrac GDM, LLC

(Last)(First)(Middle)
333 SHOPS BLVD
SUITE 301

(Street)
WILLOW PARK TEXAS 76087

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
FLOTEK INDUSTRIES INC/CN/ [ FTK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
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
Common Stock09/11/2026S2,306,806(1)D$26.01(2)3,693,194D
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
Explanation of Responses:
1. On September 11, 2026, ProFrac GDM, LLC ("ProFrac GDM") sold to THRC Holdings, LP ("THRC") and Farris Wilks, pursuant to stock transfer agreements (the "Flotek Stock Transfer Agreements"), 1,319,493 shares and 987,313 shares, respectively, of common stock, par value $0.0001 per share ("Common Stock"), of Flotek Industries, Inc., in exchange for the cancellation of $34,320,000 of Alpine Holding II, LLC ("Alpine") term loans held by THRC and $25,680,000 of Alpine term loans held by Farris Wilks.
2. Pursuant to the Flotek Stock Transfer Agreements, the price per share of $26.01 was determined by using the volume-weighted average price of the Common Stock reported on the New York Stock Exchange for the five consecutive trading days ending on (and including) the trading day immediately preceding September 11, 2026.
/s/ Steven Scrogham, Corporate Secretary of ProFrac GDM, LLC09/15/2026
** 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)

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