Form 8-K

8-K — Flowco Holdings Inc.

Accession: 0001193125-26-207483

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0002035149

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — floc-20260506.htm (Primary)

EX-99.1 (floc-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: floc-20260506.htm · Sequence: 1

8-K

0002035149false00020351492026-05-062026-05-060002035149floc:CommonClassAOneMember2026-05-062026-05-060002035149us-gaap:CommonClassAMember2026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 6, 2026

Flowco Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42477

99-4382473

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1300 Post Oak Blvd., Suite 450

77056

Houston, Texas

(Address of Principal Executive Offices)

(Zip Code)

(713) 997-4877

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value per share

FLOC

New York Stock Exchange

Class A Common Stock, $0.0001 par value per share

FLOC

NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 6, 2026, Flowco Holdings Inc. issued a press release announcing its results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information being furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Flowco Holdings Inc. Press Release dated May 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FLOWCO HOLDINGS INC.

By:

/s/ Jonathan W. Byers

Name:

Jonathan W. Byers

Title:

Chief Financial Officer

Date: May 6, 2026

EX-99.1

Filename: floc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Flowco Holdings Inc. Reports First Quarter 2026 Results

HOUSTON -- (BUSINESS WIRE) -- Flowco Holdings Inc. (NYSE: FLOC) (“Flowco” or the “Company”), a provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry, today announced financial results for the first quarter ended March 31, 2026.

Key First Quarter 2026 Highlights

•

Revenues of $209.5 million, generating net income of $27.5 million and Adjusted Net Income1 of $35.7 million

•

Adjusted EBITDA1 of $85.5 million

•

Adjusted EBITDA Margin1 of 40.8%

•

Net cash provided by operating activities of $78.7 million and Free Cash Flow1 of $52.3 million

•

Returned $16.5 million of cash to shareholders through share repurchases

•

In May 2026, Flowco’s Board of Directors approved a 12.5% increase to the quarterly cash dividend to $0.09 per share

•

Robust liquidity with approximately $387.5 million of availability under our revolving credit facility as of May 1, 2026

•

On March 2, 2026, Flowco closed on its previously announced acquisition of Valiant Artificial Lift Solutions LLC (“Valiant”)

Financial Summary

Three Months Ended

March 31,

2026

December 31,

2025

March 31,

2025

(in thousands)

Revenues

209,530

197,213

192,350

Net income

27,454

42,985

27,045

Adjusted Net Income (1)

35,661

45,734

32,769

Adjusted EBITDA (1)

85,534

83,545

74,901

Adjusted EBITDA Margin (1)

40.8

42.4

38.9

(1)

Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow are non-GAAP financial measures. See definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures outlined in the reconciliation tables accompanying this press release.

Joe Bob Edwards, President and CEO, commented, “Flowco delivered a strong first quarter, generating meaningful free cash flow and Adjusted EBITDA growth, while sustaining industry-leading margins through disciplined execution across both operating segments.

During the quarter, we successfully closed our acquisition of Valiant Artificial Lift Solutions, and we believe the integration is progressing well. We are encouraged by the early alignment across the organization and our expanded ability to support customers across a broader range of artificial lift solutions throughout the life of the well.

As we look ahead, a growing global focus on energy security is reinforcing the need for reliable, diversified sources of supply and highlighting the role of U.S. oil and natural gas production. As a North American-focused business, we have remained insulated from recent international market disruptions and are well positioned as this environment supports incremental activity across the region. We expect this dynamic to drive continued demand for production optimization and artificial lift solutions, as operators remain disciplined while prioritizing efficiency gains from existing production. This outlook supports our anticipated earnings growth profile through the remainder of the year and our ability to drive long-term value for our shareholders.”

Segment Information

We report our results in two segments, Production Solutions and Natural Gas Technologies. Production Solutions includes the rental, sale and service associated with high pressure gas lift, electric submersible pump (ESP), conventional gas lift and plunger lift, including a range of digital solutions and other production-related technologies. Natural Gas Technologies includes the design, manufacture, rental and sale of vapor recovery and natural gas systems. Corporate costs not directly related to either segment are categorized separately.

Segment Financial Information

Three Months Ended

March 31,

2026

December 31,

2025

March 31,

2025

(in thousands)

Production Solutions

Revenues

140,163

127,442

115,992

Adjusted Segment EBITDA (1)

61,469

57,477

50,590

Adjusted Segment EBITDA Margin (1)

43.9%

45.1%

43.6%

Natural Gas Technologies

Revenues

69,367

69,771

76,358

Adjusted Segment EBITDA (1)

29,665

29,982

28,662

Adjusted Segment EBITDA Margin (1)

42.8%

43.0%

37.5%

Corporate

Adjusted Segment EBITDA (1)

(5,600)

(3,914)

(4,351)

Adjusted Segment EBITDA Margin (1)

Total

Revenues

209,530

197,213

192,350

Adjusted Segment EBITDA (1)

85,534

83,545

74,901

Adjusted Segment EBITDA Margin (1)

40.8%

42.4%

38.9%

(1)

Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin are non-GAAP financial measures. See definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures outlined in the reconciliation tables accompanying this release.

Production Solutions

First quarter 2026 revenue and Adjusted Segment EBITDA for the Production Solutions segment increased 10.0% and 6.9%, respectively, from the fourth quarter of 2025, driven by higher Surface Equipment revenue and one month of earnings contribution from Valiant, which added an ESP offering to our Production Solutions segment. Adjusted Segment EBITDA margin decreased 125 basis points, reflecting a revenue mix shift.

Natural Gas Technologies

First quarter 2026 revenue for the Natural Gas Technologies segment decreased 0.6% from the fourth quarter of 2025, primarily due to lower Vapor Recovery system sales, partially offset by increased Vapor Recovery rentals and Natural Gas Systems sales. Adjusted Segment EBITDA decreased 1.1% quarter over quarter, while Adjusted Segment EBITDA Margin was effectively flat.

Corporate

Corporate Adjusted Segment EBITDA for the first quarter 2026 was $(5.6) million, compared to $(3.9) million for the fourth quarter of 2025. This decrease was driven primarily by incremental filing and legal expenses associated with our Form S-3 filing on February 4, 2026 and subsequent public secondary equity offering by selling stockholders.

Balance Sheet & Liquidity

As of May 1, 2026, the Company had outstanding borrowings under its senior secured revolving credit facility (“Credit Agreement”) of $332.9 million and, with a current borrowing base of $721.6 million, had availability under the Credit Agreement of $387.5 million.

Dividend Declaration

On May 1, 2026, Flowco announced that its Board of Directors declared an increased quarterly cash dividend of $0.09 per share of Class A common stock, representing a 12.5% increase, payable on May 27, 2026 to Class A common stockholders of record as of the close of business on May 15, 2026. Flowco MergeCo LLC, the Company’s operating subsidiary, will make a corresponding distribution of $0.09 per unit to holders of its common units.

Conference Call and Webcast Information

Flowco will host a conference call on Wednesday, May 6, 2026, at 8:00 a.m. Eastern Time to discuss first quarter 2026 results. The conference call can be accessed live over the phone by dialing 1-800-717-1738 (for the U.S.) or 1-646-307-1865 (for International). A telephonic replay of the conference call will be available two hours after the call and can be accessed by dialing 1-844-512-2921 (for the U.S.) or 1-412-317-6671 (for International). The passcode for the call and replay is 1190872. A live webcast of the conference call will also be available under the Investor Relations section of Flowco’s website at ir.flowco-inc.com.

About Flowco

Flowco is a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. The Company’s products and services include a full range of equipment and technology solutions that enable oil and natural gas producers to efficiently and cost-effectively maximize the profitability and economic lifespan of their assets.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release may be forward-looking statements. These statements generally relate to future events or our future financial or operating performance, and include, but are not limited to: statements regarding guidance or estimates related to the Company’s results of operations or financial condition; industry trends, customer demand and industry outlook, and effects on Flowco’s operations; Flowco’s strategies and plans, including matters relating to the Company’s growth, capital expenditures, dividend policies, and leverage profile. When used in this press release, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Flowco believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These risks and uncertainties are described further in our annual report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. Flowco undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Flowco Holdings Inc.

Condensed Consolidated Statement of Operations

Three Months Ended

March 31,

2026

December 31,

2025

March 31,

2025

(in thousands except share and per share amounts)

Revenues:

Rentals

121,873

111,592

97,296

Sales

87,657

85,621

95,054

Total revenues

209,530

197,213

192,350

Operating expenses:

Cost of rentals (exclusive of depreciation

and amortization disclosed separately

below)

32,552

30,593

26,851

Cost of sales (exclusive of depreciation

and amortization disclosed separately

below)

62,404

59,176

65,566

Selling, general and administrative

expenses

36,476

26,380

30,534

Depreciation and amortization

41,495

38,601

34,119

(Gain) loss on sale of equipment

310

487

(45

)

Income from operations

36,293

41,976

35,325

Other expenses:

Interest expense, net

(4,348

)

(4,372

)

(5,365

)

Other expenses, net

(461

)

219

(267

)

Total other expenses

(4,809

)

(4,153

)

(5,632

)

Income before provision for income taxes

31,484

37,823

29,693

Provision for income taxes

(4,030

)

5,162

(2,648

)

Net income

27,454

42,985

27,045

Net income attributable to redeemable

non-controlling interests

20,012

25,747

20,873

Net income attributable to Flowco

Holdings Inc.

7,442

17,238

6,172

Earnings per share (1):

Basic

0.24

0.62

0.24

Diluted

0.23

0.41

0.24

Weighted average shares outstanding (1):

Basic

31,620,520

28,766,587

25,721,620

Diluted

32,719,382

90,064,283

26,187,264

(1)

The calculations of basic and diluted earnings per share for the three months ended March 31, 2025, have been calculated based solely on the post-IPO period, as earnings per share is not meaningful for the period from January 1, 2025 to January 15, 2025, due to the different capital structure.

Flowco Holdings Inc.

Condensed Consolidated Balance Sheets

As of

March 31,

2026

December 31,

2025

(in thousands except share and per share amounts)

Assets

Current assets:

Cash and cash equivalents

17,337

4,522

Accounts receivable, net of allowances for credit losses of $1,284

and $1,079, respectively

146,068

100,465

Inventory

185,972

149,590

Prepaid expenses and other current assets

6,248

5,615

Total current assets

355,625

260,192

Property, plant and equipment, net

853,862

797,534

Operating lease right-of-use assets

16,871

17,556

Finance lease right-of-use assets

25,098

25,861

Intangible assets, net

315,992

273,437

Goodwill

305,248

249,692

Deferred tax asset

20,046

16,692

Other assets

5,092

5,387

Total assets

1,897,834

1,646,351

Liabilities, redeemable non-controlling interests and stockholders' equity

Current liabilities:

Accounts payable

45,221

22,827

Accrued expenses

31,658

26,909

Current portion of operating lease obligations

8,354

8,004

Current portion of finance lease obligations

13,010

12,895

Deferred revenue

16,732

7,376

Total current liabilities

114,975

78,011

Long-term liabilities:

Long-term debt, net

327,991

167,819

Tax receivable agreement liability

92,437

21,952

Operating lease obligations, net of current portion

8,733

9,783

Finance lease obligations, net of current portion

9,851

10,862

Total long-term liabilities

439,012

210,416

Total liabilities

553,987

288,427

Commitments and contingencies

Redeemable non-controlling interests

1,007,625

1,129,298

Stockholders' equity:

Class A common stock, $0.0001 par value – 300,000,000 shares authorized; 41,816,350 shares issued and outstanding as of March 31, 2026; 300,000,000 shares authorized; 25,721,620 shares issued and outstanding as of December 31, 2025.

Class B common stock, $0.0001 par value – 150,000,000 shares authorized; 48,521,254 shares issued and outstanding as of March 31, 2026; 150,000,000 shares authorized; 64,823,042 shares issued and outstanding as of December 31, 2025.

Additional paid-in capital

336,213

69,279

Retained earnings

—

159,338

Total stockholders' equity to Flowco Holdings Inc.

336,222

228,626

Total liabilities, redeemable non-controlling interests and stockholders' equity

1,897,834

1,646,351

Flowco Holdings Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended

March 31,

2026

2025

(in thousands)

Cash flows from operating activities

Net income

27,454

27,045

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

41,495

34,119

Provision for inventory obsolescence

404

603

Amortization of operating right-of-use assets

2,542

2,052

Amortization of deferred financing costs

338

335

(Gain) loss on sale of equipment

310

(45

)

Loss on debt extinguishment

—

Gain on lease termination

(19

)

(190

)

Stock-based compensation

3,086

4,962

Provision for deferred income taxes

4,030

2,648

Allowance for credit losses

373

407

Changes in operating assets and liabilities:

Accounts receivable

(15,385

)

(14,355

)

Inventory

(1,302

)

(6,380

)

Prepaid expenses and other current assets

654

461

Other assets and liabilities

(43

)

—

Accounts payable - trade

15,948

401

Accrued expenses

(3,897

)

(6,943

)

Deferred revenue

5,021

(426

)

Operating lease liabilities

(2,804

)

(1,848

)

Finance lease liabilities

503

(297

)

Net cash provided by operating activities

78,708

42,549

Cash flows used in investing activities

Net cash paid in Valiant acquisition

(161,764

)

—

Additions to property, plant and equipment

(26,385

)

(27,850

)

Proceeds from sale of property, plant and equipment

206

Payment for capitalized patent costs

(133

)

(19

)

Net cash used in investing activities

(188,278

)

(27,663

)

Cash flows used in financing activities

Issuance of Class A common stock in IPO, net of underwriting discount

—

461,803

Payment of offering costs

—

(2,034

)

Repurchase of Class A common stock

(16,516

)

—

Payments on long-term debt

(308,962

)

(579,864

)

Proceeds from long-term debt

469,134

124,962

Payments on finance lease obligations

(4,055

)

(2,829

)

Proceeds on finance lease terminations

—

Purchase of LLC Interests from Continuing Equity Owners

—

(20,876

)

Payment of debt issuance costs

—

(13

)

Payment of dividend equivalent units

)

—

Payment of tax withheld on stock-based compensation

—

Distributions to members of Flowco LLC

(14,842

)

—

Dividends paid to Flowco Holdings Inc. shareholders

(2,372

)

—

Net cash provided by (used in) financing activities

122,385

(18,814

)

Net increase (decrease) in cash and cash equivalents

12,815

(3,928

)

Cash and cash equivalents

Beginning of period

4,522

4,615

End of period

17,337

687

Non-GAAP Financial Measures

In addition to our results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company uses non-GAAP financial measures, such as Adjusted Net Income, EBITDA, Adjusted EBITDA and Free Cash Flow, as well as Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin, in this press release to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results provides management additional insight on the consolidated financial performance from period to period to project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our management and investors with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this press release. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Similarly, Free Cash Flow does not represent our residual cash flow for discretionary expenditures, since the calculation of this measure does not reflect certain debt service requirements or certain other non-discretionary expenditures. Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The Company urges investors to review the reconciliation and not to rely on any single financial measure to evaluate our business.

Adjusted Net Income

Adjusted Net Income is a non-GAAP measure that we define as net income (loss) adjusted to eliminate the impact of (i) transaction-related expenses, (ii) share-based compensation, (iii) loss on the sale of equipment, (iv) loss on debt payments and (v) changes to the value of our inventory. Adjusted Net Income is a supplemental non-GAAP financial measure used by management, our stockholders and others to provide visibility on the profitability and financial strength of the Company by excluding certain expenses related to non-recurring Company transactions.

Reconciliation from net income to Adjusted Net Income is set forth as follows:

Three Months Ended

March 31,

2026

December 31,

2025

March 31,

2025

(in thousands)

Net income

27,454

42,985

27,045

Transaction-related expenses (1)

4,811

705

493

Share-based compensation expense (2)

3,086

1,557

4,962

Loss on sale of equipment

310

487

(45

)

Inventory valuation adjustments (3)

—

314

Adjusted Net Income

35,661

45,734

32,769

(1)

Represents the transaction-related expenses, non-capitalizable IPO related costs and business combination expenses associated with the Valiant acquisition, which were expensed as incurred and included in the consolidated statements of operations.

(2)

Reflects non-cash compensation expense for equity-based awards to our employees and non-employee directors for the periods presented.

(3)

Reflects non-cash adjustment related to inventory fair value step-up from the 2024 Business Combination which has been included in cost of sales.

Adjusted EBITDA and Adjusted EBITDA margin

We define EBITDA as net income, adjusted to exclude interest expense, provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted to exclude (i) share-based compensation expense, (ii) transaction-related expenses and (iii) other non-cash and non-recurring expenses.

EBITDA and Adjusted EBITDA are key performance indicators we use in evaluating our operating performance and in making financial, operating and planning decisions. In particular, the exclusion of certain expenses in calculating EBITDA and Adjusted EBITDA provides additional visibility on operating performance across reporting periods by removing the effect of non-cash and/or non-recurring expenses. Accordingly, we believe that this measure provides useful information to our stockholders and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Reconciliation from net income to EBITDA and Adjusted EBITDA are set forth as follows:

Three Months Ended

March 31,

2026

December 31,

2025

March 31,

2025

(in thousands)

Net income

27,454

42,985

27,045

Interest expense

4,348

4,372

5,365

Income tax benefit (provision)

4,030

(5,162)

2,648

Depreciation and amortization

41,495

38,601

34,119

EBITDA

77,327

80,796

69,177

Transaction-related expenses (1)

4,811

705

493

Share-based compensation expense (2)

3,086

1,557

4,962

Loss on sale of equipment

310

487

(45)

Inventory valuation adjustments (3)

—

314

Adjusted EBITDA

85,534

83,545

74,901

(1)

(2)

Reflects non-cash compensation expense for equity-based awards to our employees and non-employee directors for the periods presented.

(3)

Reflects non-cash adjustment related to inventory fair value step-up from the 2024 Business Combination which has been included in cost of sales.

Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin

In addition to business segment profit or loss, our management also evaluates Adjusted Segment EBITDA, which is presented on a business unit level for purposes of allocating resources and evaluating operating and financial performance. As discussed above, the Company operates and manages its business units in the following two operating and reporting segments:

•

Production Solutions: relates to rentals, sales and services related to high pressure gas lift, electric submersible pump (ESP), conventional gas lift and plunger lift. This segment includes rental, sales and service revenues.

•

Natural Gas Technologies: relates to the design, manufacturing, rental, sale and servicing of vapor recovery and natural gas systems. This segment includes rental, sales and service revenues.

We define Adjusted Segment EBITDA as segment net income, as adjusted in the same manner as defined for EBITDA and Adjusted EBITDA above. Reconciliation from segment net income, which includes direct segment costs but excludes corporate costs not directly related to either segment, to Adjusted Segment EBITDA is set forth as follows:

Three Months Ended

March 31,

2026

December 31,

2025

March 31,

2025

(in thousands)

Production Solutions

Net income

35,100

33,236

29,032

Interest expense

127

219

Income tax benefit (provision)

(25)

211

Depreciation and amortization

25,899

22,832

19,614

EBITDA

61,155

56,262

48,950

Transaction-related expenses (1)

—

705

—

Share-based compensation expense (2)

—

1,280

(Gain) loss on sale of equipment

314

510

Inventory valuation adjustments (3)

—

314

Adjusted Segment EBITDA

61,469

57,477

50,590

Natural Gas Technologies

Net income

13,895

14,037

11,632

Interest expense

186

207

202

Income tax benefit (provision)

—

112

Depreciation and amortization

15,587

15,761

14,499

EBITDA

29,669

30,005

26,445

Share-based compensation expense (2)

—

2,308

(Gain) loss on sale of equipment

(4)

(23)

(91)

Adjusted Segment EBITDA

29,665

29,982

28,662

Corporate

Net income

(21,541)

(4,288)

(13,619)

Interest expense

4,035

3,946

5,070

Income tax benefit (provision)

4,000

(5,137)

2,325

Depreciation and amortization

EBITDA

(13,497)

(5,471)

(6,218)

Transaction-related expenses (1)

4,811

—

493

Share-based compensation expense (2)

3,086

1,557

1,374

Adjusted Segment EBITDA

(5,600)

(3,914)

(4,351)

Total Adjusted EBITDA

85,534

83,545

74,901

(1)

(2)

Reflects non-cash compensation expense for equity-based awards to our employees and non-employee directors for the periods presented.

(3)

Reflects non-cash adjustment related to inventory fair value step-up from the 2024 Business Combination which has been included in cost of sales.

Free Cash Flow

Free Cash Flow is a non-GAAP measure that we define as cash flow provided by operating activities less additions to property, plant and equipment (which includes both maintenance and growth capital expenditures, but excludes asset acquisitions of a business, and excludes other business acquisitions and equity investments). Management believes this information is important to provide because it is used by management to evaluate the Company’s operational performance and trends between periods and to manage our business. Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company’s results of ongoing operations. Free Cash Flow is not intended to replace GAAP financial measures. A reconciliation of net cash provided by operating

activities to Free Cash Flow, as well as Free Cash Flow (Deficit) after net cash paid in acquisitions, is set forth as follows:

Three Months Ended

March 31,

2026

2025

(in thousands)

Net cash provided by operating activities

78,708

42,549

Additions to property, plant and equipment

(26,385

)

(27,850

)

Free Cash Flow

52,323

14,699

Net cash paid in acquisitions

(161,764

)

—

Free Cash Flow (Deficit) after Net Cash Paid in

Acquisitions

(109,441

)

14,699

Investor Contact:

Andrew Leonpacher | VP of Finance, Corporate Development, and Investor Relations

andrew.leonpacher@flowco-inc.com

(713) 997-4647

Media Contact:

Cheryl Brashear-White | VP of Marketing Communications

cheryl.white@flowco-inc.com

(405) 819-5290

Source: Flowco Holdings Inc.

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