Form 8-K

8-K — Flowco Holdings Inc.

Accession: 0001193125-26-343188

Filed: 2026-08-11

Period: 2026-08-11

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-20260811.htm (Primary)

EX-99.1 (floc-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: floc-20260811.htm · Sequence: 1

8-K

false00020351490002035149us-gaap:CommonClassAMember2026-08-112026-08-1100020351492026-08-112026-08-110002035149floc:CommonClassAOneMember2026-08-112026-08-11

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): August 11, 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 August 11, 2026, Flowco Holdings Inc. issued a press release announcing its results for the second quarter ended June 30, 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 August 11, 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: August 11, 2026

EX-99.1

Filename: floc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Flowco Holdings Inc. Reports Second 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 second quarter ended June 30, 2026.

Key Second Quarter 2026 Highlights

•

Revenues of $235.9 million, generating net income of $30.9 million and Adjusted Net Income1 of $34.3 million

•

Adjusted EBITDA1 of $93.9 million

•

Adjusted EBITDA Margin1 of 39.8%

•

Net cash provided by operating activities of $95.2 million and Free Cash Flow1 of $49.8 million

•

In July 2026, Flowco’s Board of Directors approved a quarterly cash dividend of $0.09 per share

•

In August 2026, Flowco’s Board of Directors approved a special cash dividend of $0.14 per share payable to Class A common stockholders

•

Robust liquidity with approximately $446 million of availability under our revolving credit facility as of August 7, 2026

Financial Summary

Three Months Ended

June 30,

2026

March 31,

2026

June 30,

2025

(in thousands)

Revenues

235,859

209,530

193,215

Net income

30,944

27,454

27,352

Adjusted Net Income (1)

34,267

35,661

32,998

Adjusted EBITDA (1)

93,884

85,534

76,488

Adjusted EBITDA Margin (1)

39.8

40.8

39.6

(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 solid second quarter results within our original guidance range, reflecting the resilience of our differentiated production optimization business and continued focus across the organization. Strong customer demand for our solutions, combined with disciplined execution, enabled us to offset the impact of cost headwinds during the quarter and generate approximately $50 million of free cash flow.

Valiant has exceeded our expectations, and we are encouraged by both its financial performance and the opportunities to further enhance our production optimization platform through cross-selling, technology integration and deeper customer relationships.

We continue to benefit from our North American positioning, where we are seeing consistent customer demand driven by operators' focus on maximizing production, improving operating efficiency and generating attractive returns from existing assets. Against this backdrop, we believe our differentiated technology portfolio, recurring cash flow generation and strong balance sheet position us well to deliver 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 pumps (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

June 30,

2026

March 31,

2026

June 30,

2025

(in thousands)

Production Solutions

Revenues

170,878

140,163

128,245

Adjusted Segment EBITDA (1)

71,019

61,469

53,343

Adjusted Segment EBITDA Margin (1)

41.6%

43.9%

41.6%

Natural Gas Technologies

Revenues

64,981

69,367

64,970

Adjusted Segment EBITDA (1)

27,759

29,665

27,397

Adjusted Segment EBITDA Margin (1)

42.7%

42.8%

42.2%

Corporate

Adjusted Segment EBITDA (1)

(4,894)

(5,600)

(4,252)

Adjusted Segment EBITDA Margin (1)

Total

Revenues

235,859

209,530

193,215

Adjusted EBITDA (1)

93,884

85,534

76,488

Adjusted EBITDA Margin (1)

39.8%

40.8%

39.6%

(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

Second quarter 2026 revenue and Adjusted Segment EBITDA for the Production Solutions segment increased 21.9% and 15.5%, respectively, from the first quarter of 2026, driven by higher Downhole Components revenue and Adjusted EBITDA (inclusive of two additional months of earnings contribution from Valiant, which added an ESP offering to our Production Solutions segment in March 2026). Adjusted Segment EBITDA margin decreased 229 basis points, primarily reflecting increased maintenance and operating costs at Surface Equipment.

Natural Gas Technologies

Second quarter 2026 revenue and Adjusted Segment EBITDA for the Natural Gas Technologies segment decreased 6.3% and 6.4%, respectively, from the first quarter of 2026, primarily due to lower Vapor Recovery system sales. Adjusted Segment EBITDA Margin was effectively flat.

Corporate

Second quarter 2026 Corporate Adjusted Segment EBITDA improved to $(4.9) million from $(5.6) million in the first quarter of 2026, primarily due to lower professional services fees.

Balance Sheet & Liquidity

As of August 7, 2026, the Company had outstanding borrowings under its senior secured revolving credit facility (“Credit Agreement”) of $274.1 million and, with a current borrowing base of $721.8 million, had availability under the Credit Agreement of $446.4 million.

Dividend Declarations

On July 30, 2026, Flowco announced that its Board of Directors declared a quarterly cash dividend of $0.09 per share of Class A common stock payable on August 26, 2026 to Class A common stockholders of record as of the close of business on August 14, 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.

On August 10, 2026, Flowco also announced that its Board of Directors declared a special cash dividend of $0.14 per share of Class A common stock payable on August 31, 2026 to only Class A common stockholders of record as of the close of business on August 21, 2026.

Conference Call and Webcast Information

Flowco will host a conference call on Tuesday, August 11, 2026, at 8:00 a.m. Eastern Time to discuss second quarter 2026 results. The conference call can be accessed live over the phone by dialing 1-877-704-4453 (for the U.S.) or 1-201-389-0920 (for International). A telephonic replay of the conference call will be available three 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 13761962. 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, in our subsequent quarterly reports on Form 10-Q and in our other filings 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

Six Months Ended

June 30,

2026

March 31,

2026

June 30,

2025

June 30,

2026

June 30,

2025

(in thousands except share and per share amounts)

Revenues:

Rentals

132,670

121,873

102,104

254,543

199,400

Sales

103,189

87,657

91,111

190,846

186,165

Total revenues

235,859

209,530

193,215

445,389

385,565

Operating expenses:

Cost of rentals (exclusive of depreciation

and amortization disclosed separately

below)

35,221

32,552

27,602

67,773

54,453

Cost of sales (exclusive of depreciation

and amortization disclosed separately

below)

74,209

62,404

62,579

136,613

128,145

Selling, general and administrative

expenses

35,655

36,476

32,683

72,131

63,217

Depreciation and amortization

49,372

41,495

33,165

90,867

67,284

Loss on sale of equipment

184

310

494

Income from operations

41,218

36,293

37,118

77,511

72,443

Other expenses:

Interest expense, net

(5,597

)

(4,348

)

(6,445

)

(9,945

)

(11,810

)

Other income (expenses), net

(29

)

(461

)

559

(490

)

292

Total other expenses

(5,626

)

(4,809

)

(5,886

)

(10,435

)

(11,518

)

Income before provision for income taxes

35,592

31,484

31,232

67,076

60,925

Provision for income taxes

(4,648

)

(4,030

)

(3,880

)

(8,678

)

(6,528

)

Net income

30,944

27,454

27,352

58,398

54,397

Net income attributable to redeemable

non-controlling interests

18,429

20,012

21,881

38,441

42,754

Net income attributable to Flowco

Holdings Inc.

12,515

7,442

5,471

19,957

11,643

Earnings per share:

Basic

0.29

0.24

0.21

0.54

0.45

Diluted

0.28

0.23

0.21

0.52

0.44

Weighted average shares outstanding:

Basic

42,857,602

31,620,520

25,728,144

37,289,553

25,725,197

Diluted

43,971,042

32,719,382

26,195,643

38,399,535

26,193,327

Flowco Holdings Inc.

Condensed Consolidated Balance Sheets

As of

June 30,

2026

December 31,

2025

(in thousands except share and per share amounts)

Assets

Current assets:

Cash and cash equivalents

19,189

4,522

Accounts receivable, net of allowances for credit losses of $1,325

and $1,079, respectively

145,469

100,465

Inventory

186,334

149,590

Prepaid expenses and other current assets

19,676

5,615

Total current assets

370,668

260,192

Property, plant and equipment, net

863,028

797,534

Operating lease right-of-use assets

21,323

17,556

Finance lease right-of-use assets

24,517

25,861

Intangible assets, net

306,472

273,437

Goodwill

305,155

249,692

Deferred tax asset

27,091

16,692

Other assets

4,756

5,387

Total assets

1,923,010

1,646,351

Liabilities, redeemable non-controlling interests and stockholders' equity

Current liabilities:

Accounts payable

45,285

22,827

Accrued expenses

49,438

26,909

Current portion of tax receivable agreement liability

3,500

—

Current portion of operating lease obligations

8,582

8,004

Current portion of finance lease obligations

13,044

12,895

Deferred revenue

18,914

7,376

Total current liabilities

138,763

78,011

Long-term liabilities:

Long-term debt, net

298,407

167,819

Tax receivable agreement liability

104,650

21,952

Operating lease obligations, net of current portion

12,957

9,783

Finance lease obligations, net of current portion

9,151

10,862

Total long-term liabilities

425,165

210,416

Total liabilities

563,928

288,427

Commitments and contingencies

Redeemable non-controlling interests

993,935

1,129,298

Stockholders' equity:

Class A common stock, $0.0001 par value – 300,000,000 shares authorized; 43,964,877 shares issued and outstanding as of June 30, 2026; 300,000,000 shares authorized; 29,091,960 shares issued and outstanding as of December 31, 2025.

Class B common stock, $0.0001 par value – 150,000,000 shares authorized; 46,380,539 shares issued and outstanding as of June 30, 2026; 150,000,000 shares authorized; 60,562,983 shares issued and outstanding as of December 31, 2025.

Additional paid-in capital

340,198

40,731

Retained earnings

24,940

187,886

Total stockholders' equity to Flowco Holdings Inc.

365,147

228,626

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

1,923,010

1,646,351

Flowco Holdings Inc.

Condensed Consolidated Statements of Cash Flows

Six Months Ended

June 30,

2026

2025

(in thousands)

Cash flows from operating activities

Net income

58,398

54,397

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

Depreciation and amortization

90,867

67,284

Provision for inventory obsolescence

1,152

1,274

Amortization of operating right-of-use assets

5,299

4,011

Amortization of deferred financing costs

675

674

Loss on sale of equipment

494

Gain on lease termination

(42

)

(263

)

Stock-based compensation

6,160

7,991

Provision for deferred income taxes

7,785

1,428

Allowance for credit losses

583

941

Changes in operating assets and liabilities:

Accounts receivable

(14,996

)

(3,356

)

Inventory

(2,412

)

(941

)

Prepaid expenses and other current assets

(12,775

)

614

Other assets and liabilities

(46

)

(66

)

Accounts payable - trade

16,011

2,014

Accrued expenses

14,037

(6,695

)

Deferred revenue

7,377

(2,079

)

Operating lease liabilities

(5,558

)

(3,591

)

Finance lease liabilities

931

1,067

Net cash provided by operating activities

173,940

124,727

Cash flows from investing activities

Net cash paid in Valiant acquisition

(161,846

)

—

Additions to property, plant and equipment

(71,859

)

(63,620

)

Proceeds from sale of property, plant and equipment

105

270

Payment for capitalized patent costs

(314

)

(95

)

Net cash used in investing activities

(233,914

)

(63,445

)

Cash flows from financing activities

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

—

461,803

Payment of offering costs

—

(2,458

)

Repurchase of Class A common stock

(16,516

)

—

Payments on long-term debt

(536,403

)

(739,997

)

Proceeds from long-term debt

666,992

271,131

Payments on finance lease obligations

(8,220

)

(5,663

)

Proceeds on finance lease terminations

313

Purchase of LLC Interests from Continuing Equity Owners

—

(20,876

)

Payment of debt issuance costs

—

(13

)

Payment of dividend equivalent units

)

—

Payments of selling commissions and fees

(69

)

—

Distributions to members of Flowco LLC

(25,041

)

(18,792

)

Dividends paid to Flowco Holdings Inc. shareholders

(6,136

)

(2,058

)

Net cash provided by (used in) financing activities

74,641

(56,610

)

Net increase (decrease) in cash and cash equivalents

14,667

4,672

Cash and cash equivalents

Beginning of period

4,522

4,615

End of period

19,189

9,287

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, and (iv) non-recurring charges. 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

June 30,

2026

March 31,

2026

June 30,

2025

(in thousands)

Net income

30,944

27,454

27,352

Transaction-related expenses (1)

4,811

Share-based compensation expense (2)

3,073

3,086

1,670

Non-recurring charges (3)

—

3,902

Loss on sale of equipment

184

310

Adjusted Net Income

34,267

35,661

32,998

(1)

Represents the transaction-related expenses 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)

Represents one-time charges related to termination benefits and related expenses, which includes one of our executive officers, and the costs associated with the re-purposing of one of our manufacturing facilities in Pampa, TX.

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

June 30,

2026

March 31,

2026

June 30,

2025

(in thousands)

Net income

30,944

27,454

27,352

Interest expense

5,597

4,348

6,445

Income tax benefit (provision)

4,648

4,030

3,880

Depreciation and amortization

49,372

41,495

33,165

EBITDA

90,561

77,327

70,842

Transaction-related expenses (1)

4,811

Share-based compensation expense (2)

3,073

3,086

1,670

Non-recurring charges (3)

—

3,902

Loss on sale of equipment

184

310

Adjusted EBITDA

93,884

85,534

76,488

(1)

(2)

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

(3)

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 pumps (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

June 30,

2026

March 31,

2026

June 30,

2025

(in thousands)

Production Solutions

Net income

38,296

35,100

32,676

Interest expense

176

127

2,302

Income tax benefit (provision)

Depreciation and amortization

32,197

25,899

18,192

EBITDA

70,758

61,155

53,223

(Gain) loss on sale of equipment

261

314

120

Adjusted Segment EBITDA

71,019

61,469

53,343

Natural Gas Technologies

Net income

10,502

13,895

11,229

Interest expense

170

186

224

Income tax benefit (provision)

—

Depreciation and amortization

17,164

15,587

14,967

EBITDA

27,836

29,669

26,449

Non-recurring charges (3)

—

1,000

(Gain) loss on sale of equipment

(77)

(4)

(52)

Adjusted Segment EBITDA

27,759

29,665

27,397

Corporate

Net income

(17,854)

(21,541)

(16,553)

Interest expense

5,251

4,035

3,919

Income tax benefit (provision)

4,559

4,000

3,798

Depreciation and amortization

EBITDA

(8,033)

(13,497)

(8,830)

Transaction-related expenses (1)

4,811

Share-based compensation expense (2)

3,073

3,086

1,670

Non-recurring charges (3)

—

2,902

Adjusted Segment EBITDA

(4,894)

(5,600)

(4,252)

Total Adjusted EBITDA

93,884

85,534

76,488

(1)

(2)

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

(3)

Represents one-time charges related to termination benefits and related expenses, which includes one of our executive officers (Corporate), and the costs associated with the re-purposing of one of our manufacturing facilities in Pampa, TX (Natural Gas Technologies).

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

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

(in thousands)

Net cash provided by operating activities

95,232

82,178

173,940

124,727

Additions to property, plant and equipment

(45,474

)

(35,770

)

(71,859

)

(63,620

)

Free Cash Flow

49,758

46,408

102,081

61,107

Net cash paid in acquisitions

(82

)

—

(161,846

)

—

Free Cash Flow (Deficit) after Net Cash Paid in Acquisition

49,676

46,408

(59,765

)

61,107

Investor Contact:

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

investor.relations@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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