SEC Form DEF 14A filed by Flowco Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Flowco Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Flowco Holdings, Inc.

1300 Post Oak Blvd., Suite 450

Houston, TX 77056

Dear Fellow Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Flowco Holdings Inc. (the “Company”) to be held on May 7, 2026 at 9:00 a.m. Central Time. The Annual Meeting will be a virtual meeting. You will be able to attend and participate in the Annual Meeting online by visiting https://www.proxydocs.com/branding/968034/2026/preview/index.html. Please see “Questions and Answers” in the accompanying proxy statement for more details/You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 12-digit control number included on your proxy card or voting instruction form.

The Company’s board of directors (the “Board”) has set the close of business on March 9, 2026 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the Annual Meeting. The list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the Company’s headquarters at least ten days before the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. On behalf of the Board and the officers and employees of the Company, we would like to take this opportunity to urge you to vote and to thank you for your continued support of the Company. We look forward to hosting you at the meeting.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Flowco Holdings Inc. (the “Company”) will be held virtually on May 7, 2026 at 9:00 a.m. Central Time for the following purposes:

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Annual Meeting will be a virtual meeting. Stockholders will be able to listen, vote and submit questions regardless of location via the internet at https://www.proxydocs.com/branding/968034/2026/preview/index.html by using the 12-digit control number included on your proxy card and the instructions that accompanied your proxy materials.

The Company’s board of directors (the “Board”) has fixed the close of business on March 9, 2026 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. The accompanying proxy statement describes the matters being voted on and contains other information relating to the Company.

Houston, TX

March 27, 2026

Your vote is important. Please vote your shares promptly using the internet, calling the toll-free number as described on your proxy card, or completing, signing, dating and returning your proxy card by mail.

TABLE OF CONTENTS

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

OF FLOWCO HOLDINGS INC.

TO BE HELD MAY 7, 2026

GENERAL INFORMATION

This proxy statement is furnished to stockholders of Flowco Holdings Inc. (the “Company,” “we,” “us,” or “our”) in connection with the solicitation of proxies by the board of directors of the Company (the “Board”) for use at our 2026 Annual Meeting of Stockholders to be held on May 7, 2026 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held at 9:00 a.m., Central Time, as a virtual meeting. This proxy statement, the enclosed proxy and our annual report are first being mailed to stockholders on or about March 27, 2026.

ABOUT THE MEETING

What is the date, time and place of the annual meeting?

The Annual Meeting will be held on Thursday, May 7, 2026, beginning at 9:00 a.m., Central Time. The Annual Meeting will be held entirely online via a live webcast. The virtual Annual Meeting will allow for greater participation by all of our stockholders, regardless of geographic location. To attend the Annual Meeting, vote, and submit your questions during the Annual Meeting, go to https://www.proxydocs.com/branding/968034/2026/preview/index.html and log in by entering your unique 12-digit control number found on your proxy card or voting instruction form. Prior to the Annual Meeting, you will be able to vote at www.proxycard.com and by the other methods described in this proxy statement. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders. Stockholders will not be able to attend the Annual Meeting in person.

What proposals will be voted on at the Annual Meeting?

At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters, each of which is described more fully in this proxy statement:

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this proxy statement. If other business comes before the meeting and is proper under our amended and restated certificate of incorporation, our amended and restated bylaws, and Delaware law, the Company’s Chief Executive Officer and General Counsel, as proxy holders, will use their discretion in casting all of the votes that they are entitled to cast.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on March 9, 2026 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder as of the Record Date.

As of the Record Date, there were 91,117,604 shares of common stock (including 31,102,038 shares of our Class A common stock and 60,015,566 shares of our Class B common stock) outstanding and entitled to vote at the Annual Meeting.

What do I need for admission to the Annual Meeting?

The Annual Meeting will be held entirely online via a live webcast. The virtual Annual Meeting will also allow for greater participation by all of our stockholders, regardless of their geographic location.

If you are a registered stockholder or beneficial owner of Common Stock holding shares at the close of business on the Record Date, you may attend the Annual Meeting by visiting https://www.proxydocs.com/branding/968034/2026/preview/index.html and logging in by entering the 12-digit control number found on your proxy card or voting instruction form. If you lost your 12-digit control number or are not a stockholder, you will be able to attend the meeting by visiting the website link provided above and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit questions during the meeting. If you experience any technical difficulties during the meeting, a toll-free number will be available on our virtual stockholder login site for assistance.

Will a list of stockholders be available?

A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for a period of ten days prior to the Annual Meeting during regular business hours at the Company’s headquarters located at 1300 Post Oak Blvd., Suite 450, Houston, Texas 77056. The stockholder list will also be available during the Annual Meeting through the webcast platform.

What constitutes a quorum?

The presence at the Annual Meeting, either virtually or by proxy, of the holders of common stock representing a majority of the combined voting power of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting as of the Record Date will constitute a quorum and will permit the Annual Meeting to conduct its business. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present.

What vote is required to approve each item?

The Director Election Proposal. A director will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “FOR” a director must exceed the number of votes cast “AGAINST” that director). Abstentions and broker non-votes will have no effect.

The ESPP Proposal. The affirmative vote of a majority of the shares of common stock, voting as a single class, present at the Annual Meeting, virtually or by proxy, and entitled to vote is required to approve the ESPP Proposal. Abstentions will have the same effect as a vote “AGAINST.” Broker non-votes will have no effect.

The Auditor Ratification Proposal. The affirmative vote of a majority of the shares of common stock, voting as a single class, present at the Annual Meeting, virtually or by proxy, and entitled to vote is required to the Auditor Ratification Proposal. Abstentions will have the same effect as a vote “AGAINST.” Brokers will have discretionary authority to vote on this proposal; accordingly, there will be no broker non-votes on the Auditor Ratification Proposal.

What is a broker non-vote?

Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is Proposal 3. Proposal 1 and Proposal 2 and the ESPP Proposal are non-routine matters.

A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercise their discretionary voting authority on Proposal 3, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to Proposal 1 and Proposal 3, or any other non-routine matters that are properly presented at the Annual Meeting.

Who will count the votes?

An independent inspector of election will determine the number of shares of common stock represented at the Annual Meeting, the existence of a quorum, the validity and effect of proxies, and will count and tabulate all votes and determine the results.

What are the Board's recommendations?

Our Board recommends that stockholders vote “FOR” the election of the Class I director nominees named in this proxy statement and “FOR” the ESPP Proposal and the Auditor Ratification Proposal.

How will my shares be voted if I return a blank proxy card or a blank voting instruction card?

If you are a holder of record of our common stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted: (1) FOR the Director Election Proposal; (2) FOR the ESPP Proposal; and (3) FOR the Auditor Ratification Proposal. In the event a stockholder specifies a different choice by means of the enclosed proxy, such shares will be voted in accordance with the specification made.

If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares: (1) will be counted as present for purposes of establishing a quorum; (2) will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only Proposal 3; and (3) will not be counted in connection with the Director Election Proposal, the ESPP Proposal or other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes” and will have no impact on the voting results.

How do I vote?

Stockholders of record. If your shares are registered directly in your name with our transfer agent, you may vote by completing, signing, dating and returning the enclosed proxy card, or by following the instructions provided on the proxy card to vote by internet or telephone.

Street name holders. If your shares are held through a broker, bank or other nominee, you must vote in accordance with the voting instruction form provided by your broker, bank or other nominee. The availability of voting by telephone or the Internet will depend on the voting process used by your broker, bank or other nominee.

Voting during the Annual Meeting. Stockholders of record and beneficial owners may vote during the Annual Meeting by following the instructions available through the webcast platform.

Can I change my vote or revoke my proxy?

Yes. You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting by:

Attendance at the Annual Meeting alone will not revoke a proxy unless you vote during the Annual Meeting.

If your shares are held in the name of a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. Please note that if your shares are held of record by a broker, bank or other nominee, and you

decide to attend and vote at the Annual Meeting, your vote at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your broker, bank or other nominee).

Who pays for costs relating to the proxy materials and Annual Meeting?

The Company will bear the costs of preparing, assembling and mailing this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and the Company’s Annual Report for the year ended December 31, 2025 (our “Annual Report”), as well as the costs of hosting and posting the proxy materials online.

In addition to solicitation by mail, our directors, officers and employees may solicit proxies personally, by telephone, or by other electronic means. They will receive no compensation for such solicitation other than their regular compensation.

We may request brokers, banks and other custodians, nominees and fiduciaries to forward copies of the proxy materials to beneficial owners and to request voting instructions. We may reimburse such persons for their reasonable out-of-pocket expenses incurred in connection with these activities.

MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL ONE: ELECTION OF THE CLASS I DIRECTORS

The Board has nominated the following individuals for election as Class I directors of the Company, to serve for a three-year term beginning at the Annual Meeting and expiring at our 2029 annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal:

Joseph R. Edwards and Cynthia L. Walker are currently serving as directors of the Company. If Joseph R. Edwards and Cynthia L. Walker are re-elected to the Board, the size of the Board will remain at seven members. Each of our other current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal. Biographical information for each director nominee and director is contained in the “Directors and Executive Officers” section below.

The Board has no reason to believe that its director nominees will be unable or unwilling to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY

RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE UNDER PROPOSAL ONE

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are:

Set forth below is biographical information about each of our directors and executive officers.

Composition of our Board of Directors

The Company’s Board consists of seven members. The Company’s amended and restated certificate of incorporation provides that the number of directors on our Board will be fixed exclusively by resolution adopted by our Board (provided that such number shall not be less than the aggregate number of directors that the parties to the stockholders agreement, dated as of January 17, 2025 (the “Stockholders Agreement”), among us, GEC affiliates, White Deer affiliates and the other stockholders party thereto, are entitled to designate from time to time). The amended and restated certificate of incorporation and the amended and restated bylaws provide that our Board are divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders. Our directors are divided among the three classes as follows:

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Our Directors

Alexander Chmelev has served as a director since 2024. Mr. Chmelev is a Partner of GEC and has served on the investment team since joining Global Energy Capital in 2014. Mr. Chmelev previously worked for Quintana Energy Partners from July 2008 until July 2011, where he focused on energy private equity investments. He also worked at Simmons & Company International as an investment banker from June 2006 until June 2008, advising energy executives in mergers, acquisitions and capital markets transactions. We believe Mr. Chmelev is qualified to serve on Flowco Holdings’ Board of Directors due to his extensive experience in the energy services industry, including private equity and investment banking.

Jonathan B. Fairbanks has served as our non-executive Chairperson and a director since 2024. Mr. Fairbanks has served as Managing Partner of Global Energy Capital since its founding in 2008. From 1997 until 2008, Mr. Fairbanks was a founder and director of the following public companies: Seajacks International; Scorpion Offshore; Floatel International; Chiles Offshore; and a founder and director of Hercules Offshore prior to its public offering. We believe Mr. Fairbanks is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience in the energy services industry.

Ben A. Guill has served as a director since 2024. Since 2010, Mr. Guill has been a founding Partner of White Deer Energy, a private equity fund focused on the exploration & production, oilfield service and equipment, and midstream sectors of the oil and natural gas industry. Until April 2007, he was President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Prior to joining First Reserve, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment banking firm specializing in the oil service industry. Mr. Guill also previously served as a director of NOV Inc. We believe Mr. Guill is qualified to serve on Flowco Holdings Inc.’s Board of Directors due to his extensive experience as an investment banker and private equity investor in the energy services industry, including valuable outside board experience from his previous tenures as a director of: Emerald Oil, Inc., Dresser, Inc., Quanta Services, Inc., T-3 Energy Services, Inc., Chart Industries, Inc. and the general partner of Cheniere Energy Partners, L.P.

Paul W. Hobby has served as a director since January 2025. Mr. Hobby founded Genesis Park in 1999 and has served as a Managing Member since its foundation. Mr. Hobby has also served as a board member of NRG Energy since March 2006. Mr. Hobby has previously served as a board member to FloTek Industries, Inc. from March 2019 to May 2021. Mr. Hobby has previously served as Chairman and Chief Executive Officer of Texas Monthly from Nov 2016 to July 2019. Mr. Hobby has also previously served as Chairman and Chief Executive Officer of Alpheus Communications from May 2004 to December 2011. We believe Mr. Hobby is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience as a private equity investor and his extensive experience in the energy services industry, including his previous experience as a board member of NRG Energy and FloTek Industries, Inc.

Cynthia L. Walker has served as a director since January 2025. Ms. Walker is the founder and currently serves as President and Chief Executive Officer of Mobius Fuels LLC, a renewable natural gas development and operating company in the United States. Prior to starting Mobius in 2024, she served as Chief Executive Officer of TES-H2, Americas and Chief Strategy Officer, TES-H2 Group, a green hydrogen company, where she served since October 2022. Prior to TES, Ms. Walker served as an executive at Occidental Petroleum Corporation (NYSE: OXY), including as Senior Vice President, Midstream & Marketing from 2016 until 2019, as Senior Vice President, Strategy & Corporate Development from 2014 until 2016, and Senior Vice President, Chief Financial Officer from 2012 until 2014. Prior to such time, Ms. Walker was a managing director in the Global Natural Resources Group and Mergers & Acquisitions Group in the Investment Banking Division at Goldman Sachs & Co. Ms. Walker also previously served as an independent director on the boards of publicly traded companies, Sempra Energy (NYSE: SRE) and Chord Energy (NASDAQ: CHRD). We believe Ms. Walker is qualified to serve on the Board of Directors of Flowco Holdings due to her extensive executive experience across the energy industry and her independent board expertise and experience at Sempra Energy and Chord Energy.

William H. White has served as a director since January 2025. Since January 2024, Mr. White has served as the principal of White Interests LLC, an investment and advisory firm. Mr. White served as Chairman of Houston, Lazard Freres LLC from June 2012 to December 2023. From January 2004 to December 2009, Mr. White served as the mayor of the City of Houston. Mr. White has also served as a board member for BJ Services, Pioneer Drilling, CB&I, USEC, and the North American Electric Reliability Council. He was also President and Chief Executive Officer of WEDGE Group Incorporated, a firm with oil and gas services and equipment manufacturing subsidiaries. Mr. White served as Deputy Secretary of Energy of the United States from June 1993 to June 1995, and was in a partner in a firm specializing in antitrust and securities law. We believe Mr. White is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience in the energy industry, including his prior experience as a board member of BJ Services and other public firms.

Our Executive Officers

Joseph R. Edwards has served as our President and Chief Executive Officer since June 2024 and as a director since 2024. Prior to June 2024, Mr. Edwards served in various capacities at the energy-focused private equity firm White Deer Energy since 2011, including as Managing Partner from 2018 to 2024. Mr. Edwards previously served in various capacities at First Reserve Corporation from 1998 to 2011, including Managing Director and head of energy services investing from 2007 to 2011. Mr. Edwards has a BBA, Finance from The University of Texas at Austin. We believe Mr. Edwards is qualified to serve on Flowco Holdings Inc.’s Board of Directors due to his extensive experience in the energy services industry, including private equity, as well as valuable outside board experience from his previous tenures as director of Superior Energy Services, Inc., T-3 Energy Services, Inc. and Quintana Maritime, Inc.

Jonathan W. Byers has served as our Chief Financial Officer since October 2024. Prior to October 2024, Mr. Byers served as Chief Financial Officer of CSI Compressco LP from January 2021 until April 2024 (as well as a director from January 2021 until April 2024).

In March 2010, Mr. Byers co-founded and served as Vice President, Corporate Development of Spartan Energy Partners LP (“Spartan”) until Spartan acquired a controlling interest in CSI Compressco LP in January of 2021. Prior to his employment with Spartan, Mr. Byers served as Vice President, Corporate Development at Price Gregory Services, Inc., a pipeline construction company, and also served in different capacities in the corporate finance, energy investment and private equity space. Mr. Byers has a B.S. in Business Administration from Georgetown University and an MBA from Harvard Business School.

Chad Roberts has served as our Executive Vice President, Production Solutions since June 2024, having previously served as Chief Executive Officer of our subsidiary Estis since January 2019. Mr. Roberts previously held the position of Chief Operating Officer of Estis from 2017 until January 2019. Mr. Roberts previously served in operations, supply chain, and commercial roles with EnPro Inc., Dedicated Computing LLC, and Kohler Co. Mr. Roberts has a B.S. in Logistics and Supply Chain Management from the University of North Texas, and an MBA from Auburn University.

Brooks Mims Talton III has served as our Executive Vice President, Natural Gas Technologies since June 2024, having previously served as President and Chief Executive Officer of our subsidiary Flogistix since 2011. Mr. Talton previously founded Compressco Inc. in 1999 and served as its President and Chief Executive Officer until its sale to Tetra in 2004. Mr. Talton has a B.A. from the University of Oklahoma.

Joel Lambert has served as our Senior Vice President, General Counsel and Secretary since December 2024, having previously served at Crestwood Equity Partners LP as Executive Vice President and Chief Legal Counsel since January 2020 and Senior Vice President and General Counsel from 2013 to 2020. Mr. Lambert has also previously held other legal roles at First Reserve Corporation and Vinson and Elkins LLP. Mr. Lambert has a B.A. from Texas A&M University and a JD from The University of Texas at Austin.

Salaries

The named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Bonuses

For 2025, we paid performance-based bonuses to our named executive officers, based on an EBITDA target (weighted 90%) and Total Recordable Incident Rate (“TRIR”) (weighted 10%), a safety metric. For Chad Roberts and Brooks Mims Talton III, annual bonuses are calculated using business segment performance (weighted 75%) and corporate performance (weighted 25%). All other named executive officers are calculated based on corporate performance. Annual bonuses are generally paid after the end of the fiscal year in which they were earned, and are shown in the Summary Compensation Table above under “Non-Equity Incentive Compensation.”

For 2024, Estis paid performance-based bonuses to its executive officers, including the named executive officers Chad Roberts and John Gatlin, based on EBITDA growth (weighted 35%), Active Gas Lift Unit Count Growth (weighted 15%), fleet return on assets (weighted 25%), ESG/Operational Excellence (weighted 10%), TRIR (weighted 10%) and Debt/EBITDA Leverage Ratio (weighted 5%). Annual bonuses are generally paid after the end of the fiscal year in which they were earned. Joseph R. Edwards and Brooks Mims Talton III elected to receive payout of their 2024 non-equity incentive compensation as restricted stock units (“RSUs”).

Stock-Based Compensation

Certain of our named executive officers held profits interests in GEC Estis Holdings, LLC, the prior parent entity of the Estis Member, that were issued under a Profit Units Plan (the “Profit Units Plan”) pursuant to which the Estis Member could grant profit units in form of Class B Units to certain Estis employees (the “Estis Profits Units”). The Estis Profits Units vested over a service period of three years from the date of the grant. In addition to the three-year vesting requirement, all Estis Profits Units that had not vested shall vest in full upon the occurrence of a change of control event (as defined in the Profit Units Plan); provided the holder of such Estis Profits Units remained employed by Estis during such change of control event. Upon a change of control event, if Estis requests the holder of Estis Profits Units to continue to perform services for the benefit of Estis within the holder’s same scope and responsibility, up to twelve months after such change of control event, and the holder terminates such services, the holder would forfeit the additional rights to receive consideration payable under vested Estis Profits Units. Estis Profits Units, whether vested or unvested, were also subject to forfeiture in connection with a termination of holder’s employment for cause. Estis, through the Estis Member, had the right and not the obligation to repurchase the Estis Profits Units at fair value in an event of termination of its employees (“call option”). Each of the FPS Member and the Flogistix Member also issued profits interests to certain employees of Flowco Productions and Flogistix, respectively, under similar terms to the Estis Profits Units discussed above.

In connection with the IPO, the Estis Member modified the terms of applicable grant agreements or profits interest to provide for the acceleration of vesting of such Estis Profits Units. Concurrent with the IPO, the Profit Units Plan ceased to be a component of our executive compensation program going forward.

In connection with the IPO, we adopted the Equity Plan in order to facilitate the grant of cash and equity incentives to our directors, employees (including our named executive officers) and consultants of the Company and to enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success. The Equity Plan became effective concurrent with the IPO. For additional information about the Incentive Plan, refer to the section titled “Equity Plan” below.

Predecessor Member Profit Units

Parent entities of Estis and certain predecessor entities issued profit units to certain executive officers, including certain of our named executive officers, prior to the consummation of the 2024 Business Combination. Grants of such profit units remained subject to the terms of such awards following the 2024 Business Combination, with the value based on the performance and value of the equity interests in Flowco LLC owned by our Original Equity Owners. In connection with the IPO, the Original Equity Owners modified the terms of applicable grant agreements of profit units to provide for the acceleration of vesting of

such awards. Concurrent with the IPO, the profit units grants ceased to be a component of our executive compensation program going forward.

Other Elements of Compensation

Retirement Plans

We maintain a 401(k) retirement savings plans for our employees, including our named executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we make matching contributions, with varying degrees of matching percentages, made by participants in the 401(k) plan up to 4% of participant compensation and these matching contributions vest immediately. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan and making matching contributions that vest immediately adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Health and Welfare Benefits and Perquisites

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits; health and dependent care flexible spending accounts; short-term and long-term disability insurance; critical illness and accident insurance; and life and AD&D insurance. We believe that the perquisites described in the Summary Compensation Table above are necessary and appropriate to fairly compensate and incentivize our named executive officers.

Executive Compensation Arrangements

In connection with the acquisition of Estis by GEC in 2019, Estis Compression Management LLC entered into severance agreements with Chad Roberts and John Gatlin, our former Executive Vice President and Chief Operating Officer (the “Severance Agreements”), pursuant to which such named executive officers are each entitled to continue receiving his base salary in accordance with Estis’ normal payroll practices for one year following a termination of his employment by Estis Compression Management LLC or any of their respective affiliates (the “Company Group”) without “cause” or by such officer for “good reason” (each as defined in the Severance Agreements). Such payments are contingent on such officer signing and not revoking a release of claims in favor of the Company Group and such officer’s continued compliance with any restrictive covenants he agreed to with the Company Group.

We have entered into the Current Employment Agreements with each of our named executive officers. For more information, see “Current Employment Agreements” below.

Equity Plan

In connection with the IPO, our Board of Directors adopted, and our sole stockholder approved, the 2025 Equity and Incentive Plan (the “Equity Plan”), which became effective as of the effective date of our amended and restated certificate of incorporation.

The purposes of the Equity Plan are to align the interests of our stockholders and those eligible for awards, to retain officers, directors, employees, and other service providers, and to encourage them to act in our long-term best interests. Our Equity Plan provides for the grant of incentive stock options (within the meaning of Internal Revenue Code Section 422), nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards, and performance awards. The material terms of the Incentive Plan are expected to be as follows:

Eligibility. Officers, directors, employees, consultants, agents and independent contractors who provide services to us or to any subsidiary of ours are eligible to receive awards under the Equity Plan.

Stock Subject to the Equity Plan. The number of shares reserved for issuance under the Incentive Plan is 6,000,000, plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2025, and continuing until, and including, the fiscal year ending December 31, 2034. The annual increase will be equal to the lesser of (i)

2.0% of the number of shares of Class A common stock issued and outstanding on December 31 of the immediately preceding calendar year, and (ii) an amount determined by our Board of Directors. To the extent an equity award granted under the Incentive Plan (other than any substitute award), expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares subject to such award will become available for future grants under the Equity Plan. In addition, to the extent shares subject to an award granted under the Equity Plan are withheld to satisfy a participant’s tax withholding obligation upon the exercise or settlement of such award (other than any substitute award) or to pay the exercise price of a stock option, such shares will become available for future grants under the Equity Plan.

Plan Administration. Our Compensation Committee administers the Equity Plan. Our Board of Directors has the authority to amend and modify the Equity Plan, subject to any stockholder approval required by applicable law or stock exchange rules. Subject to the terms of the Equity Plan, our Compensation Committee will have the authority to determine the eligibility for awards and the terms, conditions, and restrictions of awards, including vesting terms, the number of shares subject to an award, and any performance goals applicable to grants made under the Equity Plan. The Compensation Committee also will have the authority, subject to the terms of the Equity Plan, to construe and interpret the Equity Plan and awards, and amend outstanding awards at any time.

Stock Options and Stock Appreciation Rights. Our Compensation Committee may grant incentive stock options, nonqualified stock options, and stock appreciation rights under the Equity Plan, provided that incentive stock options are granted only to employees. Other than with respect to substitute awards, the exercise price of stock options and stock appreciation rights under the Equity Plan will be fixed by the Compensation Committee, but must equal at least 100% of the fair market value of our Class A common stock on the date of grant. The term of an option or stock appreciation right may not exceed ten years; provided, however, that an incentive stock option held by an employee who owns more than 10% of all of our classes of stock, or of certain of our affiliates, may not have a term in excess of five years, and must have an exercise price of at least 110% of the fair market value of our Class A common stock on the grant date. Subject to the provisions of the Equity Plan, the Compensation Committee will determine the remaining terms of the options and stock appreciation rights (e.g. vesting). Upon a participant’s termination of service, the participant may exercise his or her option or stock appreciation right, to the extent vested (unless the Compensation Committee permits otherwise), as specified in the award agreement.

Stock Awards. Our Compensation Committee will decide at the time of grant whether an award will be in the form of restricted stock, restricted stock units, or other stock award. The Compensation Committee will determine the number of shares subject to the award, vesting, and the nature of any performance measures. Unless otherwise specified in the award agreement, the recipient of restricted stock will have voting rights and be entitled to receive dividends with respect to his or her shares of restricted stock. The recipient of restricted stock units will not have voting rights, but his or her award agreement may provide for the receipt of dividend equivalents. Our Compensation Committee may grant other stock awards that are based on or related to shares of our Class A common stock, such as awards of shares of Class A common stock granted as bonus and not subject to any vesting conditions, deferred stock units, stock purchase rights, and shares of our Class A common stock issued in lieu of our obligations to pay cash under any compensatory plan or arrangement.

Performance Awards. Our Compensation Committee will determine the value of any performance award, the vesting and nature of the performance measures, and whether the award is denominated or settled in cash or in shares of our Class A common stock. The performance goals applicable to a particular award will be determined by our Compensation Committee at the time of grant.

Transferability of Awards. The Equity Plan does not allow awards to be transferred other than by will or the laws of inheritance following the participant’s death, and options may be exercised, during the lifetime of the participant, only by the participant. However, an award agreement may permit a participant to assign an award to a family member by gift or pursuant to a domestic relations order, or to a trust, family limited partnership or similar entity established for one of the participant’s family members. A participant may also designate a beneficiary who will receive outstanding awards upon the participant’s death.

Certain Adjustments. If any change is made to our Class A common stock subject to the Equity Plan, or subject to any award agreement under the Equity Plan, without the receipt of consideration by us, such as through a stock split, stock dividend, extraordinary distribution, recapitalization, combination of shares, exchange of shares or other similar transaction, appropriate

adjustments will be made in the number, class, and price of shares subject to each outstanding award and the numerical share limits contained in the plan.

Change in Control. Subject to the terms of the applicable award agreement, upon a “change in control” (as defined in the Equity Plan), our Board of Directors may, in its discretion, determine whether some or all outstanding options and stock appreciation rights will become exercisable in full or in part, whether the restriction period and performance period applicable to some or all outstanding restricted stock awards and restricted stock unit awards will lapse in full or in part and whether the performance measures applicable to some or all outstanding awards will be deemed to be satisfied. Our Board of Directors may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, or other property be substituted for some or all of our shares of Class A common stock subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to us by the holder and be immediately cancelled by us in exchange for a cash payment, shares of Class A common stock of the corporation resulting from or succeeding us, other property or a combination of cash, such shares of stock or other property.

Clawback. Awards granted under the Equity Plan and any cash payment or shares of our Class A common stock delivered pursuant to an award are subject to forfeiture, recovery, or other action pursuant to the applicable award agreement or any clawback or recoupment policy that we may adopt.

Plan Termination and Amendment. Our Board of Directors has the authority to amend, suspend, or terminate the Equity Plan, subject to stockholder approval (i) as required by law or stock exchange rules or (ii) if such amendment seeks to modify the non-employee director compensation limit set forth in the Incentive Plan. Our Equity Plan will terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of its effective date, unless we terminate it earlier.

New Plan Benefits. The Compensation Committee has the discretion to grant awards under the Equity Plan, and therefore it is not possible at the time of filing of this proxy statement to determine future awards that will be received by our named executive officers or others under the Equity Plan. All officers, directors, employees, consultants, agents and independent contractors of the Company and its subsidiaries are eligible for consideration to participate in the Equity Plan.

IPO Grants. In connection with the IPO, we made initial grants of RSUs to certain of our directors, officers and other employees. In connection with the IPO, we issued an aggregate of 665,205 RSUs. As disclosed in “Executive Compensation — Director Compensation,” in connection with the IPO, we issued to each non-employee director an initial RSU award with a grant date value of approximately $375,000 (which resulted in the award of 15,625 RSUs to each non-employee director effective January 17, 2025), with all such RSUs vesting in twelve equal installments on each of the first twelve quarterly anniversaries following the grant date of the award, subject to such non-employee director continuing in service through such date. The vesting of all RSU awards will accelerate and vest in full upon a change in control (as defined in the Equity Plan). In addition, we issued additional RSUs to employees, including our executive officers, which are subject to cliff vesting on the third anniversary of the date of grant.

Current Employment Agreements

During October through December 2024, we entered into an employment agreement with certain of our current executive officers, including our current NEOs (“Current Employment Agreements”). The material terms of the Current Employment Agreements for Joseph R. Edwards, Jonathan W. Byers, Chad Roberts, Brooks Mims Talton III and Joel Lambert are summarized below:

Role of Competitive Benchmarking

The Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies. The Compensation Committee does not set specific percentile goals against competitive data for purposes of determining executive compensation levels. In establishing individual compensation levels, the Committee considers this competitive data as well as a variety of other factors including individual performance, competencies, scope of responsibility and internal equity.

The Compensation Committee considers the competitive market to consist of the oilfield services industry broadly, as well as other similarly sized companies in related industries that could potentially compete with us for executive talent. The Committee periodically reviews data for a selected peer group approved by the Compensation Committee (the “peer group”), as well as for broader general industry companies of comparable size and business complexity (compensation survey data), as provided to the Committee by their independent advisor. In selecting comparison companies, the Compensation Committee considers various factors including each company’s participation in the energy services sector as well as market capitalization, annual revenues, business complexity, profitability, returns on equity and assets, the number of divisions/segments, countries in which they operate and total number of employees. The selected peer companies are reviewed from time to time to ensure their continued appropriateness for comparative purposes. For the 2026 compensation analysis, the Company used the following peer group companies:

Elements of Compensation

Base Salary

Base salary is the guaranteed element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for the executive. The Compensation Committee reviews each executive’s base salary annually. Executive officer base salaries are determined after an evaluation that considers the executive’s prior experience and breadth of knowledge. The Compensation Committee also considers compensation data from peer group companies and other similarly sized companies in businesses comparable to the Company’s, the Company’s and the executive’s performance, and any significant changes in the executive’s responsibilities. The Compensation Committee considers all of these factors together plus overall industry conditions.

The following table details our NEOs’ base salaries for 2024 and 2025 as well as their recently approved base salaries for 2026:

(1) Mr. Gatlin resigned from his position effective August 1, 2025.

Short-Term Incentive Plan

Our NEOs are eligible for an annual incentive bonus which is designed to focus executives on execution of our annual plan, which is linked to our long-term strategy. Execution against our annual corporate plan is important to drive long-term stockholder value by improving financial strength, managing costs and investing in projects that will deliver future value. We employ financial and safety performance metrics to further specific objectives of our strategy, such as Adjusted EBITDA, Return on Capital Employed (“ROCE”) and Free Cash Flow (“FCF”) and Total Recordable Incident Rate (“TRIR”).

In connection with our IPO, in January 2025 the Board approved the 2025 Short-Term Incentive Plant (the “2025 STI Plan”). Under the 2025 STI Plan, all eligible employees, including NEOs, are eligible to receive cash bonus payments equal to a certain specified percentage of their annual base salaries (“Target Bonus”) based on the Company’s performance in relation to established performance targets. Bonuses are calculated as a percentage of actual base salary in 2025. The approved 2025 Target Bonus percentage for each NEO is set forth in the table below.

2025 Award Determination

The tables below summarize (i) the metrics and performance standards approved for the 2025 Corporate STI Plan and management’s level of achievement under the plan and (ii) the calculation of the 2025 Corporate bonus payment, inclusive of the non-stretch bonus and the stretch bonus. As discussed above, for Chad Roberts and Brooks Mims Talton III, annual bonuses are calculated using business segment performance (weighted 75%) and corporate performance (weighted 25%). All other named executive officers are calculated based on corporate performance.

Long-Term Incentive Plan

LTI Overview

On January 17, 2025, all of our NEOs received annual RSU grants in connection with the IPO. No Performance Units (“PSU”) grants were awarded in 2025. The 2025 RSU and PSU grants to our NEOs are set forth in the table below:

(1) In addition to their RSU grants in connection with the IPO, Mr. Edwards and Mr. Talton elected to receive payout of their 2024 non-equity incentive compensation as restricted stock units.

Restricted Stock Units

The RSU awards to executives and employees cliff vest in full on the third anniversary of the grant date of the award, subject to employee’s continued employment. The RSU awards to non-employee directors vest in twelve equal installments on each of the first twelve quarterly anniversaries following the grant date of the award, subject to such non-employee director continuing in

service through such date. Only the RSUs awarded to employees will accelerate and vest in full upon a change in control (as defined in the Equity Plan).

Performance Units

Our Compensation Committee grants PSUs at its discretion, and will determine the value of any PSU award, the vesting and nature of the performance measures, and whether the award is denominated or settled in cash or in shares of our Class A common stock. The performance goals applicable to a particular PSU award will be determined by our Compensation Committee at the time of grant.

Grants of Plan Based Awards

The following table presents information about the equity and non-equity awards granted to our NEOs during 2025.

Options Grant Practices

Our Compensation Committee may grant incentive stock options, nonqualified stock options, and stock appreciation rights under the 2025 Equity and Incentive Plan (the “Equity Plan”), provided that incentive stock options are granted only to employees. Other than with respect to substitute awards, the exercise price of stock options and stock appreciation rights under the Equity Plan will be fixed by the Compensation Committee, but must equal at least 100% of the fair market value of our Class A common stock on the date of grant. The term of an option or stock appreciation right may not exceed ten years; provided, however, that an incentive stock option held by an employee who owns more than 10% of all of our classes of stock, or of certain of our affiliates, may not have a term in excess of five years, and must have an exercise price of at least 110% of the fair market value of our Class A common stock on the grant date. Subject to the provisions of the Equity Plan, the Compensation Committee will determine the remaining terms of the options and stock appreciation rights (e.g. vesting). Upon a participant’s termination of service, the participant may exercise his or her option or stock appreciation right, to the extent vested (unless the Compensation Committee permits otherwise), as specified in the award agreement. As of December 31, 2025, the Company has not granted any stock options to our NEOs.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table presents information regarding outstanding stock awards held by our NEOs as of December 31, 2025.

Stock Vested

The following table presents information for John Gatlin on the number of shares of Class A Common Stock acquired upon vesting of RSU awards in 2025 and the value realized before payment of any applicable withholding tax. None of our other NEOs had shares of our Class A common stock which vested during 2025.

(1) Reflects shares received pursuant to RSU awards vesting in 2025. The pre-tax value realized on vesting represents the aggregate dollar amount realized by the NEO upon vesting computed by multiplying the number of shares of stock by the closing price of the underlying shares on the vesting date of August 1, 2025.

Potential Payments Upon Termination or Change of Control

Each of our NEOs may be entitled to certain compensation and benefits upon a termination of employment under their employment agreements and the terms of the Equity Plan, as described above. The description of the relevant terms of such award agreements and employment agreements set forth below does not purport to be a complete description of all of the provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements and severance agreements previously filed.

Equity Awards. Subject to the terms of the applicable award agreement, upon a “change in control” (as defined in the Equity Plan), our Board of Directors may, in its discretion, determine whether some or all outstanding options and stock appreciation rights will become exercisable in full or in part, whether the restriction period and performance period applicable to some or all outstanding RSU awards will lapse in full or in part and whether the performance measures applicable to some or all outstanding PSU awards will be deemed to be satisfied. Our Board of Directors may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, or other property be substituted for some or all of our shares of Class A common stock subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to us by the holder and be immediately cancelled by us in exchange for a cash payment, shares of Class A common stock of the corporation resulting from or succeeding us, other property or a combination of cash, such shares of stock or other property.

Quantification of Payments

The table below details estimated payments upon the hypothetical assumed voluntary or involuntary termination of an NEO, including payments in the event of a change of control, death, or disability. These estimates assume that the date of termination, in each, case shown below, was December 31, 2025.

DIRECTOR COMPENSATION

We implemented a compensation policy, effective after the IPO, that became applicable to all of our non-employee directors. Under this compensation policy, each such non-employee director will receive an annual cash retainer of $125,000. In addition, under this policy, each such non-employee director at the time of our IPO received an initial RSU award with a grant date value of approximately $375,000 (which resulted in the award of 15,625 RSUs to each non-employee director effective January 17, 2025), with all such RSU awards vesting in twelve equal installments on each of the first twelve quarterly anniversaries following the grant date of the award, subject to such non-employee director continuing in service through such date. The vesting of all RSU awards will accelerate and vest in full upon a change in control (as defined in the Equity Plan). In addition, each non-employee director will be reimbursed for out-of-pocket expenses in connection with his or her services.

The table below reflects the compensation provided during 2025 to each member of our Board who was not employed by the Company:

(1) The amounts shown in this column reflect cash fees earned by each director during 2025 and excludes expense reimbursements. We reimburse our directors for expenses incurred in attending board meetings.

(2) Amounts reported in this column represent the grant date fair market value determined in accordance with FASB ASC Topic 718 of restricted stock units granted during 2025 (granted on January 17, 2025).

As of December 31, 2025, the aggregate number of unvested restricted stock unit awards held by non-employee directors were as follows:

CORPORATE GOVERNANCE

Composition of our Board of Directors

Our Board of Directors consists of seven members. Our amended and restated certificate of incorporation provides that the number of directors on our Board of Directors will be fixed exclusively by resolution adopted by our Board of Directors (provided that such number shall not be less than the aggregate number of directors that the parties to the Stockholders Agreement are entitled to designate from time to time). Our amended and restated certificate of incorporation and our amended and restated bylaws provide that our Board of Directors are divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders. Our directors are divided among the three classes as follows:

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Director Independence

Our Board of Directors has determined that Cynthia L. Walker, Paul W. Hobby and William H. White are each an “independent director,” as defined under the New York Stock Exchange ("NYSE") rules. In making these determinations, our Board of Directors considered the current and prior relationships that each director has with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each director, and the transactions involving them.

Controlled Company Exception and Loss of Controlled Company Status

In connection with and following our IPO, we have been a “controlled company” that qualified for, and relied on, certain exemptions from certain corporate governance requirements of the NYSE. Immediately following the sale of shares by GEC affiliates and the Share Repurchase on March 23, 2026, GEC owns approximately 33.4% of our outstanding common stock (or will own approximately 32.1% if the underwriters exercise their option to purchase additional shares of our Class A common stock from the selling stockholders in full) and GEC and White Deer Management LLC (together with its affiliates, “White Deer”), collectively, own approximately 49.4% of our outstanding common stock (or will own approximately 48.1% if the underwriters exercise their option to purchase additional shares of our Class A common stock in full). As a result, we currently are no longer deemed to be a “controlled company” as defined under the corporate governance rules of the NYSE.

Although we are no longer a “controlled company,” we will continue to qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies during a one-year transition period. As a result, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. As a “controlled company,” we currently rely on the exemptions from the requirement that (i) our board of directors (our “Board”) be composed of a majority independent directors, (ii) our compensation committee of our Board (our “Compensation Committee”) be composed of entirely independent directors and (iii) our nominating and governance committee of our Board (our “Nominating and Governance Committee”) be composed of entirely independent directors. However, before the one-year transition period has expired, our Board will be composed of a majority independent directors and each of our Compensation Committee and the Nominating and Governance Committee will be composed entirely of independent directors in accordance with the corporate governance rules of the NYSE.

Although we are no longer a “controlled company,” pursuant to the provisions set forth in the Stockholders Agreement, GEC currently continues to have the right to nominate to our Board two designees and three independent directors. See “Transactions with Related Persons – Stockholders Agreement” below.

Committees of our Board

We have a standing Audit Committee, Compensation Committee and a Nominating and Governance Committee. Below is a summary of our committee structure and membership information as of March 23, 2026:

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and its standing committees. As such, our Board of Directors has established the following standing committees: an Audit Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee. Each of these committees operates under a charter that has been approved by our Board of Directors. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Audit Committee

Our Audit Committee consists of Cynthia L. Walker, William H. White and Paul W. Hobby, with Cynthia L. Walker serving as Chairperson. Our Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act and is responsible for, among other things:

Rules implemented by the NYSE and the SEC require us to have an Audit Committee comprised of at least three directors who meet the independence and experience standards established by the NYSE and the Exchange Act. Our Board of Directors has affirmatively determined that Cynthia L. Walker, William H. White and Paul W. Hobby each meet the definition of “independent director” for purposes of serving on the audit committee under the NYSE rules and the independence standards under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit Committee meets the financial literacy requirements of the NYSE rules. In addition, our Board of Directors has determined that Cynthia L. Walker qualifies as an “Audit Committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Our Compensation Committee consists of Jonathan B. Fairbanks, Ben A. Guill and Paul W. Hobby, with Jonathan B. Fairbanks serving as Chairperson. Our Compensation Committee is responsible for, among other things:

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Ben A. Guill, Alexander Chmelev and William H. White, with Ben A. Guill serving as Chairperson. Our Nominating and Corporate Governance Committee will be responsible for, among other things:

In the process of identifying, screening and recommending director candidates to the full Board, the Nominating and Corporate Governance Committee takes into consideration the needs of the Board after taking into account the current composition of the Board and the qualifications of the candidates, such as their general understanding of various business disciplines and the Company’s business environment, their educational and professional background, professional skills, analytical ability, independence, diversity of experience and viewpoints, and their ability and willingness to devote adequate time to Board duties. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure that the long-term interests of the stockholders are served. The Nominating and Corporate Governance Committee has not set specific minimum qualifications for director positions. Whenever a new seat or a vacated seat on the Board is being filled, candidates that appear to best fit the needs of the Board and the Company will be identified, interviewed and evaluated by the Nominating and Corporate Governance Committee. In considering individuals for nomination as directors,

the Nominating and Corporate Governance Committee typically solicits recommendations from its current directors and is authorized to engage third party advisors, including search firms, to assist in the identification and evaluation of candidates. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis that it evaluates other nominees for director. Candidates selected by the Nominating and Corporate Governance Committee will then be recommended to the full Board.

Risk Oversight

Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management policies and strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of the Company. None of our executive officers serves as a member of the Board of Directors or Compensation Committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our website, www.flowco-inc.com. Each of our Code of Conduct and our Supplemental Code of Ethics for Senior Financial Officers qualifies as a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Insider Trading Policy

We have adopted insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the NYSE. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report.

Meetings of our Board

The Board met six times during 2025. Each member of the Board who served during 2025 attended or participated in 75% or more of the aggregate of the total number of meetings the Board held during 2025 and the total number of meetings held by each committee of the Board on which the member served during 2025, with the exception of Ben A. Guill, who attended fewer than 75% of the aggregate of the total number of meetings held by all committees of the Board on which he serves.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common stock as of March 23, 2026, for each person or group known to us who beneficially owns more than 5% of our Class A common stock, each of our directors, each of our Named Executive Officers, and by all of directors and officers as a group.

The amounts and percentages of Class A common stock and Class B common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities, and are based on 40,673,124 shares of our Class A common stock and 49,664,480 shares of our Class B common stock outstanding as of March 23, 2026. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. For purposes of the table below, a person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of March 23, 2026, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Any person who acquires any such right with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the securities which may be acquired through the exercise of such right. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Unless otherwise noted, the mailing address of each listed beneficial owner is 1300 Post Oak Blvd., Suite 450 Houston, Texas, 77056.