Flotek CEO receives stock award, withholds shares for tax

Flotek Industries CEO Ezell Ryan Gillis reported routine equity compensation activity involving common shares.

Rhea-AI Filing Summary

Flotek Industries CEO Ezell Ryan Gillis reported routine equity compensation activity involving common shares. On May 15, 2026, 4,780 shares were disposed of at $19.61 per share as a tax-withholding disposition, meaning shares were delivered to cover tax obligations rather than sold in the open market.

On the same date, Gillis acquired 12,146 shares at no cost through a grant or award, tied to performance-based restricted stock units whose criteria were satisfied from an award originally granted on May 16, 2025. Following these transactions, Gillis directly held 272,736 common shares, reflecting a net increase in ownership. Footnotes also note 453 shares acquired under the 2012 Employee Stock Purchase Plan for the three-month period commencing January 1, 2026.

Insights

Equity compensation and governance analyst

Routine CEO equity award with tax withholding; no open-market trading signal.

The filing shows Flotek Industries CEO Ezell Ryan Gillis receiving 12,146 common shares via a grant at $0 per share, offset by 4,780 shares withheld at $19.61 for taxes. This pattern is standard for equity-based compensation and not an open-market buy or sell.

The award stems from performance-based restricted stock units granted on May 16, 2025, indicating performance criteria were met. After these transactions, Gillis holds 272,736 common shares directly. The transactionSummary and empty derivativeSummary suggest no option exercises here, reinforcing that this is primarily a vesting and tax event rather than a shift in exposure.

Footnotes also mention 453 shares acquired under the 2012 Employee Stock Purchase Plan for the three-month period beginning January 1, 2026, further highlighting ongoing participation in employee ownership programs. Overall, the activity appears routine and administrative, with limited implications for investor sentiment beyond confirming incentive alignment through equity grants.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ezell Ryan Gillis

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	12,146	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	4,780	$19.61	$94K

Holdings After Transaction: Common Shares — 267,956 shares (Direct)

Footnotes (2)

1. F1. The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units previously granted on May 16, 2025.
2. F2. Includes 453 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period commencing January 1, 2026. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c)

Key Figures

Tax-withholding shares: 4,780 shares at $19.61 Equity grant: 12,146 shares at $0.00 Post-transaction holdings: 272,736 common shares +2 more

5 metrics

Tax-withholding shares 4,780 shares at $19.61 Common shares disposed for tax obligations on May 15, 2026

Equity grant 12,146 shares at $0.00 Common shares granted as award on May 15, 2026

Post-transaction holdings 272,736 common shares Direct ownership after reported transactions

Tax-withholding summary 4,780 shares Total shares used for tax withholding per transactionSummary

ESPP acquisition 453 shares Acquired under 2012 Employee Stock Purchase Plan for 3 months from Jan 1, 2026

Key Terms

performance based restricted stock units, 2012 Employee Stock Purchase Plan, Rule 16b-3(d), Rule 16b-3(c), +2 more

6 terms

performance based restricted stock units financial

"The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units..."

Performance-based restricted stock units are a form of employee pay where shares are promised but only delivered if the company meets specific performance targets over time. Like a trophy awarded to a team after hitting certain goals, they align employee incentives with business results and can affect future share counts and earnings—so investors watch them for signals about management’s motivation, potential dilution, and the likelihood of meeting growth or profit targets.

2012 Employee Stock Purchase Plan financial

"Includes 453 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period..."

Rule 16b-3(d) regulatory

"This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 4,780 Common Shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition" for 12,146 Common Shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Flotek Industries (FTK) CEO report on May 15, 2026?

Flotek Industries CEO Ezell Ryan Gillis reported two common share transactions on May 15, 2026. He had 4,780 shares withheld at $19.61 for taxes and received 12,146 shares via an equity grant, resulting in a higher direct ownership position after the activity.

Was the Flotek Industries (FTK) CEO’s Form 4 an open-market stock sale or purchase?

The transactions were not open-market trades. The 4,780 shares were a tax-withholding disposition, delivered to satisfy tax liabilities, and the 12,146 shares were granted at no cost as equity compensation, reflecting routine incentive and tax treatment rather than discretionary market buying or selling.

How many Flotek Industries (FTK) shares does the CEO hold after these transactions?

After the reported transactions, CEO Ezell Ryan Gillis directly holds 272,736 common shares. This figure reflects the net result of a 12,146-share grant and 4,780 shares withheld for taxes, plus previously held shares noted in the Form 4 ownership totals.

What is the source of the 12,146-share grant to the Flotek Industries (FTK) CEO?

The 12,146 shares come from performance-based restricted stock units. Footnotes state these shares were awarded when performance criteria were satisfied for units originally granted on May 16, 2025, meaning they represent earned incentive compensation rather than a market purchase.

Why were 4,780 Flotek Industries (FTK) shares disposed of at $19.61 by the CEO?

The 4,780 shares were disposed of to cover tax obligations. The transaction is coded as a tax-withholding disposition, indicating shares were delivered to pay exercise price or tax liability, not sold in the open market for investment or trading purposes.

What do the Employee Stock Purchase Plan details mean for Flotek Industries (FTK) CEO ownership?

Footnotes note 453 shares acquired under the 2012 Employee Stock Purchase Plan. These shares were obtained over a three-month period commencing January 1, 2026, indicating ongoing participation in the company’s employee ownership program in addition to restricted stock unit awards.

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

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Accepted by SEC EDGAR 05/18/2026 - 05:22 PM Learn about SEC filing dates

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^*

Ezell Ryan Gillis

(Last) (First) (Middle)

5775 N. SAM HOUSTON PARKWAY W.

STE 400

(Street)

HOUSTON TEXAS 77086

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/15/2026		A		12,146(1)	A	$0	272,736(2)	D
Common Shares	05/15/2026		F		4,780	D	$19.61	267,956	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

Explanation of Responses:

1. The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units previously granted on May 16, 2025.

2. Includes 453 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period commencing January 1, 2026. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c)

Remarks:

	/s/ J. Bond Clement as attorney-in-fact	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)