Flowco Holdings Inc. Files 8-K with Key Corporate Updates

TL;DR

Flowco Holdings Inc. dropped an 8-K detailing a material agreement, equity sales, and exec changes. Watch this space.

AI Summary

Flowco Holdings Inc. announced on January 15, 2025, a material definitive agreement, unregistered sales of equity securities, and changes in its officer and director positions. The company also amended its articles of incorporation and bylaws. Specific details regarding the agreement and equity sales were not fully disclosed in this initial filing.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential new agreements and equity transactions, which could impact the company's financial structure and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Flowco Holdings Inc. (company) — Registrant
• January 15, 2025 (date) — Date of earliest event reported
• 001-42477 (company) — SEC File Number
• 99-4382473 (company) — IRS Employer Identification No.
• 1300 Post Oak Blvd., Suite 450 (location) — Address of Principal Executive Offices
• Houston, Texas (location) — Principal Executive Offices City and State
• 77056 (location) — Principal Executive Offices Zip Code
• (713) 997-4877 (phone) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share FLOC New York S
• $24.00 — n Stock), at a public offering price of $24.00 per share, pursuant to the Companys reg

Filing Documents

• d857846d8k.htm (8-K) — 49KB
• d857846dex11.htm (EX-1.1) — 226KB
• d857846dex31.htm (EX-3.1) — 87KB
• d857846dex32.htm (EX-3.2) — 119KB
• d857846dex101.htm (EX-10.1) — 292KB
• d857846dex102.htm (EX-10.2) — 199KB
• d857846dex103.htm (EX-10.3) — 147KB
• d857846dex104.htm (EX-10.4) — 407KB
• d857846dex105.htm (EX-10.5) — 96KB
• 0001193125-25-009578.txt ( ) — 1625KB

Forward-Looking Statements

Forward-Looking Statements The information in this Form 8-K includes forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this Form 8-K may be forwardlooking statements. These 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 managements 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 the Company 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. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Companys Prospectus. The Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. 4

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits . Exhibit No. Description 1.1 Underwriting Agreement, dated as of January 15, 2025, by and among J.P. Morgan Securities LLC, Jefferies LLC, and Piper Sandler & Co., as representative of the several underwriters named in Schedule I thereto 3.1 Amended and Restated Certificate of Incorporation of Flowco Holdings Inc. 3.2 Amended and Restated Bylaws of Flowco Holdings Inc. 10.1 Master Reorganization Agreement, dated January 15, 2025, by and among the by and among the Company, Flowco MergeCo LLC, GEC Estis Holding LLC, Flowco Production Solutions, L.L.C., Flogistix Holdings LLC, each Blocker Merger Sub, each Blocker Entity and each Blocker Entity Shareholder. 10.2 Tax Receivable Agreement, dated January 17, 2025, by and among the Company, Flowco MergeCo LLC and each of the undersigned parties identified therein. 10.3 Registration Rights Agreement, dated January 17, 2025, by and among Flowco Holdings Inc. and each other person identified on the schedule of investors attached thereto 10.4 Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC, dated January 17, 2025 10.5 Stockholders Agreement, dated January 17, 2025, by and among Flowco Holdings Inc. and the persons and entities listed on the schedules attached thereto 10.6# Flowco Holdings Inc. 2025 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to Flowco Holdings Inc.s Registration Statement on Form S-8, filed with the U.S. Securities and Exchange Commission on January 17, 2025). 10.7# Form of Restricted Stock Unit Award Agreement (Employee) (incorporated by reference to Exhibit 10.8 to Flowco Holdings Inc.s Registration 10.8# Form of Restricted Stock Unit Award Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.14 to Flowco Holdings Inc

SIGNATURES

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/ Joel Lambert Name: Joel Lambert Title: Senior Vice President, Secretary and General Counsel Date: January 21, 2025 6

View Full Filing

View this 8-K filing on SEC EDGAR