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Flotek Industries, Inc. is asking shareholders to vote at its May 15, 2026 annual meeting on three items: electing seven directors, an advisory vote on executive pay, and ratifying KPMG LLP as auditor for 2026.
The Board will expand from six to seven members, with two new nominees, Katie Hill and Kevin McDonald, and continued service by CEO Ryan Ezell and Non-Executive Chairman Harsha Agadi. The company highlights that a majority of directors are independent and serves through four standing committees, including a Risk & Sustainability Committee overseeing enterprise and cybersecurity risk.
The proxy details extensive related-party arrangements with ProFrac entities, which collectively beneficially own 23,244,721 shares, or 60.6% of common stock, and hold contractual rights to board designees. These relationships include long-term chemical supply, minimum volume shortfall fees, warrants, a $107.5 million mobile power asset transaction, a $40 million secured note, and equipment lease and credit arrangements, all approved by independent directors or committees.
For 2025, named executive officers received base salary increases of 3% and performance-based bonuses at 117% of target, driven by exceeding revenue and Adjusted EBITDA goals, strong stock performance, and successful integration of the PWRtek acquisition. Long-term incentives combine time-vested and performance-based restricted stock units tied to relative total shareholder return and Adjusted EBITDA growth, aiming to align pay with shareholder outcomes.
Flotek Industries files its annual report describing a chemicals and data analytics business tied closely to oil and gas markets. In 2025 it closed the $107.5 million PWRtek asset deal with ProFrac affiliates, acquiring mobile power assets and leasing them back under a long-term agreement.
The ProFrac supply and lease agreements provided 62% of 2025 revenue, while the three largest customers contributed 76%, highlighting significant customer concentration. An OSP Agreement settles $27.4 million of 2025 Contract Shortfall Fees with $7.2 million in cash and a $12.5 million equipment credit.
The Data Analytics segment expects about $27.0 million of 2026 revenue from the Lease Agreement, versus $27.5 million of total DA revenue in 2025. Flotek reports 36,172,491 common shares outstanding as of March 13, 2026 and about 160 employees, and outlines extensive risks from commodity cycles, ProFrac reliance, regulation, climate policies and cybersecurity.
ProFrac GDM, LLC, a 10% owner of Flotek Industries, exercised a warrant on March 13, 2026 to acquire 6,000,000 shares of Common Stock. The warrant had a nominal exercise price of $0.0001 per share, and no warrants remain after this exercise.
The warrant was originally issued on April 28, 2025 under an Asset Purchase Agreement as partial consideration for ProFrac GDM’s sale of certain assets to a Flotek subsidiary. Flotek’s common stockholders had previously approved issuing the 6,000,000 underlying shares.
Flotek Industries reported strong 2025 results with significant growth across its business. Full-year revenue rose to $237.3 million from $187.0 million, while gross profit increased 52% to $59.8 million. Net income jumped to $30.5 million with diluted EPS of $0.84, up from $0.34.
Adjusted EBITDA, using a stricter revised methodology, more than doubled to $32.8 million. Data Analytics was a key driver, with 2025 segment revenue of $27.5 million, up 210%, and accounting for about 48% of fourth-quarter gross profit. Chemistry Technologies also grew annual revenue despite a lower frac fleet count.
Fourth-quarter 2025 revenue reached $67.5 million, but quarterly net income declined to $3.0 million from $4.4 million, mainly due to tax effects tied to a valuation allowance release. Flotek highlighted a large, high-margin backlog in power services, including an estimated $146 million recurring revenue stream through 2031, and its first infrastructure and utilities power contract expected to start in Q2 2026.
Flotek Industries announced its first contract in the utilities infrastructure sector, using its PWRtek platform to help install up to 50 megawatts of power generation and support equipment for a federally linked disaster recovery project in a region where a wind event severely damaged local power infrastructure.
The initial term of the contract is six months, expected to begin in the second quarter of 2026, with a customer option to extend for an additional four years at the same monthly rental rate. If the full 50 megawatts are deployed for the entire initial term, the company expects contract revenue of approximately $1 million per megawatt, with deployment ramping over several weeks after the start date.
Flotek Industries, Inc. announced that it has appointed Christina M. Ibrahim as Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, effective March 2, 2026. She joins the company with extensive legal, compliance, and operational leadership experience across the energy and wealth management sectors.
The company highlights her prior senior roles at Select Water Solutions, Avalon Advisors, Weatherford International, and Halliburton, noting her background in guiding complex global organizations through regulatory and strategic challenges. Flotek describes this hire as strengthening its leadership team as it pursues growth through chemistry and data technology solutions for the energy industry.
Flotek Industries’ Chief Financial Officer James Bond filed an amended Form 4 to correct a prior reporting error. The amendment clarifies that 6,299 common shares were withheld on February 24, 2026 to satisfy a tax withholding obligation, rather than sold in the market. After this tax-withholding disposition, Bond directly holds 122,837 common shares of Flotek Industries.
Flotek Industries Chief Financial Officer James Bond reported a mix of equity awards and a stock sale. He received 16,635 performance-based restricted stock units and multiple grants of common shares, including 15,151 shares at no cost, increasing his direct holdings. On the same day, he sold 6,299 common shares at a price of $16.02 per share in an open-market transaction. Footnotes explain that some shares were acquired under the 2012 Employee Stock Purchase Plan and that the new performance units vest based on adjusted EBITDA and relative total shareholder return achieved over performance periods running from January 1, 2026 through December 31, 2028.
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.
Flotek Industries, Inc. approved new equity awards for its Chief Executive Officer, Dr. Ryan Ezell, and Chief Financial Officer, J. Bond Clement. Dr. Ezell received 36,595 restricted stock units (RSUs) and 36,595 performance-based RSUs (PRSUs), while Mr. Clement received 16,635 RSUs and 16,635 PRSUs.
The RSUs vest in three equal annual installments starting on the first anniversary of the grant date, encouraging long-term retention. The PRSUs can vest in two equal parts based on performance: one part depends on earnings before interest, taxes, depreciation, and amortization (with specified adjustments) for January 1, 2026 to December 31, 2027, and the other part depends on total shareholder return relative to the Russell 2000 Index – Oil Equipment and Services from January 1, 2026 through December 31, 2028.
All awards were granted under the company’s 2018 Long-Term Incentive Plan, as amended, using standard form award agreements filed as exhibits.