FLOC on NYSE

Flowco Holdings Inc.

Oil and gas field machinery and equipment company, listed on NYSE (FLOC)1

In its 2026 annual report the company says: “We are a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. Our products and services include a full range of equipment and technology solutions that enable our customers to efficiently and cost-effectively maximize the profitability and economic lifespan of the production phase of their operations. Our principal products and services are organized into two business segments: (i) Production Solutions; and (ii) Natural Gas Technologies.”5 It is headquartered in Houston, Texas.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$341.8MRevenue, fiscal 20252
$41.4MNet income, fiscal 20252

Compare with OMS Energy Technologies Inc., Solaris Energy Infrastructure, Inc. or Oil States International, or pick any stock.

  • TickerFLOC on NYSE1
  • IndustryOil & Gas Field Machinery & Equipment1
  • HeadquartersHouston, Texas1
  • Business address10370 Richmond Ave., Suite 1325, Houston, Tx 770423
  • Filer category, Emerging growth company3

We are incorporated under the laws of the state of Delaware, and our common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “FLOC.” Our operations are located in the U.S. Our corporate headquarters are located at 1300 Post Oak Blvd., Suite 450, Houston, Texas 77056.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

43.6%Operating margin2
12.1%Net margin2
32.2%Revenue growth, 20252
18.1%Return on equity2
0.73×Debt to equity2
$167.1MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Downhole Components brought in 34% of the revenue Flowco Holdings Inc. broke down this way in fiscal 2025.

  1. Downhole Components$257.9M234%up 90% from 2024
  2. Surface Equipment$239.4M232%up 24% from 2024
  3. Vapor Recovery$228.8M230%up 82% from 2024
  4. Natural Gas, Production$33.6M24%down 59% from 2024
Products and services by year
Products and services202320242025
Downhole Components$0$135.5M$257.9M
Surface Equipment$168.8M$192.3M$239.4M
Vapor Recovery$0$125.7M$228.8M
Natural Gas, Production$74.5M$81.7M$33.6M

Business segments

Production Solutions brought in 61% of the revenue Flowco Holdings Inc. broke down this way in fiscal 2025.

  1. Production Solutions$497.3M261%up 52% from 2024
  2. Natural Gas Technologies$321.2M239%up 30% from 2024
Business segments by year
Business segments202320242025
Production Solutions$168.8M$327.8M$497.3M
Natural Gas Technologies$111.3M$246.6M$321.2M

Regions

United States brought in 99% of the revenue Flowco Holdings Inc. broke down this way in fiscal 2025.

  1. United States$748.6M299%up 42% from 2024
  2. Outside the United States$11.1M21%up 25% from 2024
Regions by year
Regions202320242025
United States$243.3M$526.4M$748.6M
Outside the United States$0$8.9M$11.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue68¢$346.6M
  • Selling, general and admin23¢$118.6M
  • Income tax0¢$842.0K
  • Profit8¢$41.4M

Out of $341.8M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Capital spending43¢$127.3M
  • Share buybacks5¢$15.0M
  • Kept or used elsewhere52¢$152.1M

Out of $294.4M of cash from operations.2

Financial statements

Revenue2$341.8M in 2025+359% since 2023
0$100.0M$200.0M$300.0M$400.0M2023: $74.5M$74.5M20232024: $258.6M$258.6M2024+247%2025: $341.8M$341.8M2025+32%
Operating income2$149.0M in 2025+90% since 2023
0$50.0M$100.0M$150.0M2023: $78.3M$78.3M20232024: $116.7M$116.7M2024+49%2025: $149.0M$149.0M2025+28%
Net income2$41.4M in 2025−29% since 2023
0$25.0M$50.0M$75.0M$100.0M2023: $58.1M$58.1M20232024: $80.2M$80.2M2024+38%2025: $41.4M$41.4M2025−48%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Rentals$418.0M$276.7M$168.8M
Sales$341.8M$258.6M$74.5M
Total revenues$759.7M$535.3M$243.3M
Cost of rentals (exclusive of depreciation and amortization disclosed separately below)$114.3M$74.5M$42.2M
Cost of sales (exclusive of depreciation and amortization disclosed separately below)$232.2M$189.9M$62.6M
Selling, general and administrative expenses$118.6M$62.5M$15.2M
Depreciation and amortization$144.8M$90.9M$43.8M
Loss on sale of equipment$742.0K$797.0K$1.2M
Income from operations$149.0M$116.7M$78.3M
Interest expenses-$18.9M-$32.3M-$19.0M
Loss on debt extinguishment$0-$221.0K$0
Other income (expenses), net$740.0K-$2.8M-$910.0K
Total other expenses-$18.2M-$35.3M-$19.9M
Income before provision for income taxes$130.8M$81.4M$58.5M
Income tax benefit (provision)$842.0K-$1.2M-$379.0K
Net income$131.7M$80.2M$58.1M
Net income attributable to redeemable non-controlling interests$90.3M
Net income attributable to Flowco Holdings Inc.$41.4M
Basic earnings per share$1.53
Diluted earnings per share$1.24
Weighted average shares outstanding, Basic27.0M shares
Weighted average shares outstanding, Diluted90.7M shares

Compare Flowco Holdings Inc. with another company

Corporate structure

Flowco Holdings Inc. sits at the top of its group. 22 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Flowco Holdings Inc.

  • Flowco Holdings Inc. Houston, Texas
    • Estis Compression LLC Subsidiary · Delaware, United States
    • Estis Compression Management Inc. Subsidiary · Delaware, United States
    • Estis Intermediate Holdings LLC Subsidiary · Delaware, United States
    • Estis Management LLC Subsidiary · Delaware, United States
    • Flogistix De Mexico, S.A. DE CV Subsidiary · Mexico
    • Flogistix Global OBU LLC Subsidiary · Oman
    • Flogistix GP, LLC Subsidiary · Delaware, United States
    • Flogistix Intermediate Holdings LLC Subsidiary · Delaware, United States
    • Flogistix ULC Subsidiary · Canada
    • Flowco MasterCo LLC Subsidiary · Delaware, United States
    • Flowco MergeCo LLC Subsidiary · Delaware, United States
    • Flowco Production Solutions Canada Ltd. Subsidiary · Canada
    • Flowco Productions LLC Subsidiary · Delaware, United States
    • FPS Logistics, L.L.C. Subsidiary · Texas, United States
    • FPS Properties LLC Subsidiary · Texas, United States
    • Gas Lift Production Solutions LLC Subsidiary · Texas, United States
    • Industrial Valve Manufacturing LLC Subsidiary · Texas, United States
    • McClung Energy Services, LLC Subsidiary · Texas, United States
    • McClung Management LLC Subsidiary · Delaware, United States
    • Patriot Artificial Lift LLC Subsidiary · Texas, United States
    • SPM Completion Systems, LLC Subsidiary · Texas, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Flowco Holdings Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$1.8M2 Dec 31, 2025$1.8M2 Dec 31, 20240%
Buildings and improvements$3.3M2 Dec 31, 2025$3.3M2 Dec 31, 2024−1.2%
Machinery and equipment$1.0B2 Dec 31, 2025$857.9M2 Dec 31, 2024+22.4%
Furniture and fixtures$6.0M2 Dec 31, 2025$5.3M2 Dec 31, 2024+13.7%
Computer equipment and software$7.7M2 Dec 31, 2025$3.7M2 Dec 31, 2024+111.0%
Leasehold improvements$10.5M2 Dec 31, 2025$8.3M2 Dec 31, 2024+27.1%
Construction in progress$3.2M2 Dec 31, 2025$7.1M2 Dec 31, 2024−55.6%
Property and equipment, before depreciation$1.1B2 Dec 31, 2025$893.2M2 Dec 31, 2024+21.9%
Accumulated depreciation$291.0M2 Dec 31, 2025$190.6M2 Dec 31, 2024+52.6%
Property and equipment, net$797.5M2 Dec 31, 2025$702.6M2 Dec 31, 2024+13.5%
Finance-lease assets$25.9M2 Dec 31, 2025$21.9M2 Dec 31, 2024+18.2%
Operating-lease assets (leased space)$17.6M2 Dec 31, 2025$19.5M2 Dec 31, 2024−9.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$4.5M2 Dec 31, 2025$4.6M2 Dec 31, 2024−2.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$249.7M2 Dec 31, 2025$249.7M2 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$273.4M2 Dec 31, 2025$302.5M2 Dec 31, 2024−9.6%
Finite-lived intangibles, gross$331.4M2 Dec 31, 2025$328.9M2 Dec 31, 2024+0.8%
Accumulated amortization$58.0M2 Dec 31, 2025$26.4M2 Dec 31, 2024+119.6%
Finite-lived intangibles, net$273.4M2 Dec 31, 2025$302.5M2 Dec 31, 2024−9.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$149.6M2 Dec 31, 2025$151.2M2 Dec 31, 2024−1.1%
Work in process$17.8M2 Dec 31, 2025$17.8M2 Dec 31, 2024+0.1%
Finished goods$50.9M2 Dec 31, 2025$48.2M2 Dec 31, 2024+5.6%

Properties, in its own words

We primarily lease technical customer support offices and manufacturing facilities, research and technology centers, and administrative facilities in various locations in the U.S.

As of December 31, 2025, our corporate headquarters consisted of leased office space located at 1300 Post Oak Blvd., Suite 450, Houston, Texas 77056, and 6529 & 6533 N. Classen Blvd., Oklahoma City, Oklahoma, 73116. The remainder of our property consists primarily of service equipment, vapor recovery, manufacturing and field support assets. For further information regarding our properties related to our business, see Item 1- Business - “Our Asset Footprints.”

Item 2 of the 10-K filed Feb 26, 2026.5

Leadership

Who has led Flowco Holdings Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Jonathan W. Byers2025–now

Chief operating officer

  1. John Terrell Gatlin2025
Board members and other officers (14)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Estis Compression LLC Delaware4
  • Estis Compression Management Inc. Delaware4
  • Estis Intermediate Holdings LLC Delaware4
  • Estis Management LLC Delaware4
  • FPS Logistics, L.L.C. Texas4
  • FPS Properties LLC Texas4
  • Flogistix De Mexico, S.A. DE CV Mexico4
  • Flogistix GP, LLC Delaware4
  • Flogistix Global OBU LLC Oman4
  • Flogistix Intermediate Holdings LLC Delaware4
  • Flogistix ULC Canada4
  • Flogistix, LP Texas4
  • Flowco MasterCo LLC Delaware4
  • Flowco MergeCo LLC Delaware4
  • Flowco Production Solutions Canada Ltd. Canada4
  • Flowco Productions LLC Delaware4
  • Gas Lift Production Solutions LLC Texas4
  • Industrial Valve Manufacturing LLC Texas4
  • McClung Energy Services, LLC Texas4
  • McClung Management LLC Delaware4
  • Patriot Artificial Lift LLC Texas4
  • SPM Completion Systems, LLC Texas4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 2, 20268-K Entered a material agreement; Regulation FD disclosure27
  2. Aug 25, 20268-K Regulation FD disclosure28
  3. Aug 11, 20268-K Results of operations29
  4. Aug 10, 20268-K Regulation FD disclosure30
  5. Jul 30, 20268-K Executive or director change31
  6. Jul 30, 20268-K Regulation FD disclosure32
  7. Jul 29, 20268-K Executive or director change33
  8. Jun 22, 20268-K Regulation FD disclosure34
  9. May 8, 20268-K Executive or director change; Shareholder vote35
  10. May 7, 20268-K Regulation FD disclosure36
  11. May 6, 20268-K Results of operations37
  12. May 1, 20268-K Regulation FD disclosure38
  13. Jan 15, 2025New chief executive Joseph R. Edwards becomes CEO11

Calendar

Coming up

  1. Nov 4, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.59 a share, on Nov 5, 2025.39

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results29
  2. May 6, 2026Reported quarterly or annual results37
  3. Feb 26, 2026Reported quarterly or annual results40
  4. Aug 5, 2025Reported quarterly or annual results41
  5. May 13, 2025Reported quarterly or annual results42
  6. Mar 19, 2025Reported quarterly or annual results43

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

186 filings to the SEC since October 2021: 3 annual reports, 6 quarterly reports, 33 major events, 60 insider forms, 30 large holders, 54 other. The latest 20:

  1. Oct 2, 20268-K EDGAR
  2. Sep 25, 2026144 EDGAR
  3. Sep 24, 2026144 EDGAR
  4. Sep 17, 2026144 EDGAR
  5. Sep 11, 2026144 EDGAR
  6. Sep 10, 2026144 EDGAR
  7. Sep 9, 2026144 EDGAR
  8. Sep 1, 2026144 EDGAR
  9. Aug 31, 2026144 EDGAR
  10. Aug 25, 20268-K EDGAR
  11. Aug 24, 2026144 EDGAR
  12. Aug 21, 20263 EDGAR
  13. Aug 14, 2026SCHEDULE 13G EDGAR
  14. Aug 11, 202610-Q EDGAR
  15. Aug 11, 20268-K EDGAR
  16. Aug 10, 20268-K EDGAR
  17. Aug 6, 2026SCHEDULE 13G/A EDGAR
  18. Jul 31, 20264 EDGAR
  19. Jul 31, 20263 EDGAR
  20. Jul 30, 20268-K EDGAR

The 186 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

26 open-market trades by officers, directors and large owners since October 2021: 11 buys and 15 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 26, 2026GEC Advisors LLC10% ownerSale1,170,000$21.18$24.8MForm 4
Mar 26, 2026GEC Group Ltd10% ownerSale7,800,000$21.18$165.2MForm 4
Mar 26, 2026Fairbanks Jonathan B.DirectorSale1,170,000$21.18$24.8MForm 4
Mar 23, 2026Fairbanks Jonathan B.DirectorSale7,800,000$21.18$165.2MForm 4
Feb 3, 2026Roberts ChadEVP, Production SolutionsSale54,706$22.39$1.2MForm 4
Feb 2, 2026Roberts ChadEVP, Production SolutionsSale8,300$21.45$178.0KForm 4
Jan 23, 2026Roberts ChadEVP, Production SolutionsSale40,884$21.47$877.8KForm 4
Jan 8, 2026Roberts ChadEVP, Production SolutionsSale23,428$19.34$453.1KForm 4
Jan 7, 2026Roberts ChadEVP, Production SolutionsSale72$19.30$1.4KForm 4
Jan 5, 2026Roberts ChadEVP, Production SolutionsSale7,400$19.32$143.0KForm 4
Dec 12, 2025Roberts ChadEVP, Production SolutionsSale9,253$19.30$178.6KForm 4
Dec 4, 2025Roberts ChadEVP, Production SolutionsSale19,457$18.62$362.3KForm 4
Dec 2, 2025Roberts ChadEVP, Production SolutionsSale53,938$16.84$908.3KForm 4
Dec 1, 2025Roberts ChadEVP, Production SolutionsSale77,389$16.94$1.3MForm 4
Nov 5, 2025Roberts ChadEVP, Production SolutionsSale55,173$18.26$1.0MForm 4
May 19, 2025HOBBY PAUL WDirectorBuy500$19.00$9.5KForm 4
May 16, 2025HOBBY PAUL WDirectorBuy500$19.10$9.6KForm 4
May 14, 2025HOBBY PAUL WDirectorBuy1,415$19.10$27.0KForm 4
Mar 20, 2025HOBBY PAUL WDirectorBuy2,000$24.15$48.3KForm 4
Mar 19, 2025HOBBY PAUL WDirectorBuy8,000$24.18$193.4KForm 4

All 26 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC5,966,779$127.3M0.0%+1,457,696
WD Thunder CV Ultimate GP LLC4,383,063$93.5M100.0%No change
BlackRock, Inc.2,795,352$59.7M0.0%+1,049,381
American Century Companies Inc2,397,818$51.2M0.0%−89,546
Jpmorgan Chase & Co1,866,570$39.5M0.0%+157,921
Vanguard Portfolio Management LLC1,831,079$39.1M0.0%+507,964
Vanguard Capital Management LLC1,632,554$34.8M0.0%+229,346
First Eagle Investment Management, LLC1,557,130$33.2M0.0%+988,265
Schroder Investment Management Group1,358,486$28.8M0.0%−391,340
Nuveen, LLC1,167,581$24.9M0.0%+428,785
State Street Corp1,059,476$22.6M0.0%+455,136
Encompass Capital Advisors LLC1,020,634$21.8M0.9%−254,410
Loomis Sayles & Co L P921,101$19.7M0.0%−24,726
Geode Capital Management, LLC893,759$19.1M0.0%+296,152
Wellington Management Group Llp881,227$18.8M0.0%+506,264
Goldman Sachs Group Inc875,995$18.7M0.0%+540,249
Lazard Asset Management LLC757,141$16.2M0.0%+629,023
Royce & Associates LP567,850$12.1M0.1%+112,350
Morgan Stanley472,037$10.1M0.0%−54,348
Renaissance Technologies LLC467,815$10.0M0.0%+71,815
Peregrine Capital Management LLC436,164$9.3M0.3%−22,359
D. E. Shaw & Co., Inc.431,188$9.2M0.0%+69,017
Emerald Advisers, LLC382,062$8.2M0.2%−4,873
Bnp Paribas Financial Markets350,097$7.5M0.0%+48,404
Dimensional Fund Advisors LP332,314$7.1M0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Flowco Holdings Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFlowco Holdings Inc.1
  • CIK0002035149
  • Employer ID (EIN)99-43824735
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)3533 Oil & Gas Field Machinery & Equipment1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address10370 Richmond Ave., Suite 1325, Houston, TX 770421
  • Phone71399372221
  • Shares outstanding29,647,189 Common Class A shares; 60,015,566 Common Class B shares as of Feb 26, 20265
  • Public float$362.9M as of Jun 30, 20255
  • AuditorPricewaterhouseCoopers LLP, Houston, Texas PCAOB ID 238; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceAug 30, 20241
  • Filings186 in all: 4 (38), 8-K (33), 3 (18), SCHEDULE 13G/A (18), 144 (14), SCHEDULE 13G (12), CORRESP (7), UPLOAD (7)1
    All 28 form types

    10-Q (5), S-1/A (4), EFFECT (3), 10-K (2), 3/A (2), 4/A (2), 424B7 (2), 8-A12B (2), CERT (2), DRS/A (2), DRSLTR (2), S-3 (2), S-8 (2), 10-K/A (1), 10-Q/A (1), 424B4 (1), DEF 14A (1), DEFA14A (1), DRS (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Mar 27, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareFLOCNew York Stock Exchange
Class A common stock, par value $0.0001 per shareFLOCNYSE

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Flowco Holdings Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 51 risks under these headings, as written.5

  • Risks Factors Related to Our Business and Industry
  • Trends in crude oil and natural gas prices may affect production-related activities and production-related operating expenditures by our customers, and therefore the demand for, and profitability of, our products and services.
  • Decreased expenditures by our customers can adversely impact our customers’ demand for our products and services and our revenue.
  • Our operations could be adversely affected by global market and economic conditions in ways we may not be able to predict or control.
  • We could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of raw materials or if we are unable to obtain raw materials.
  • Continuing inflation and cost increases may impact our sales margins and profitability.
  • We might be unable to successfully compete with other companies in our industry.
  • If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.
  • Our products are used in operations that are subject to potential hazards inherent in the oil and natural gas industry and, as a result, we are exposed to potential liabilities that may affect our financial condition and reputation.
  • Consolidation in our industry may impact our results of operations.
  • The credit risks of our customer base could result in losses.
  • The loss of one or more significant customers could have an adverse impact on our financial results.
The other 40 risks
  • Changes in our customer and product mix could cause our profit margin to fluctuate.
  • We are subject to information technology, cybersecurity and privacy risks.
  • We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and Class A common stock price.
  • We are subject to risks relating to existing international operations and expansion into new geographical markets.
  • Adverse health events, such as a pandemic, could adversely affect our business, liquidity, and financial results.
  • Our failure to attract, retain and develop personnel could have an adverse effect on our results of operations, financial condition and cash flows.
  • The inability to protect or obtain patent and other intellectual property rights could adversely affect our revenue, operating profits and cash flows.
  • Natural disasters and unusual weather conditions could have an adverse impact on our business.
  • Our growth and results of operations may be adversely affected if we are unable to complete future third-party acquisitions on acceptable terms and integrate such acquisitions.
  • Investor sentiment towards climate change, fossil fuels and other ESG matters could adversely affect our access to and cost of capital and stock price.
  • Our Credit Agreement imposes restrictions that limit our operating flexibility, and such facility may not be available if financial covenants are violated or if an event of default occurs.
  • Our exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact our results of operations.
  • Our indebtedness could adversely affect our financial condition and operating flexibility.
  • Disruptions in the capital and credit markets, low commodity prices, our debt level and other factors may restrict our ability to raise capital on favorable terms, or at all.
  • Federal, state and local legislative and regulatory initiatives relating to oil and natural gas development and the potential for related litigation could result in increased costs and additional operating restrictions or delays for our customers, which could reduce demand for our products.
  • We and our customers are subject to extensive environmental and health and safety laws and regulations that may increase our costs, limit the demand for our products and services or restrict our operations.
  • Our reputation, ability to do business and results of operations may be impaired by violations of U.S. and international laws and regulations regarding, anti-bribery, trade control, trade sanctions, anti-corruption and similar laws.
  • Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.
  • Changes in domestic and foreign governmental laws, regulations and policies, risks associated with emerging markets, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect our business, profitability and reputation.
  • Changes to trade policy, tariffs, and import/export regulations, and uncertainties regarding the same, may have a material adverse effect on our business, financial condition and results of operations.
  • War, terrorism or civil unrest could harm our business.
  • Our principal asset is our interest in Flowco LLC and, as a result, we depend on distributions from Flowco LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Flowco LLC’s ability to make such distributions may be subject to various limitations and restrictions.
  • The Tax Receivable Agreement with the Continuing Equity Owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.
  • Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners that will not benefit holders of our Class A common stock to the same extent that it will benefit the Continuing Equity Owners.
  • In certain cases, payments under the Tax Receivable Agreement to the TRA Participants may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • We are not reimbursed for any payments made to the TRA Participants under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.
  • If Flowco LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Flowco LLC might be subject to potentially significant tax inefficiencies.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, including as a result of our ownership of Flowco LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
  • GEC and White Deer collectively control us, and each of them individually has significant influence over us, including pursuant to the Stockholders Agreement and control over decisions that require the approval of stockholders.
  • We cannot predict the effect our dual class structure may have on the market price of our Class A common stock.
  • We are a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
  • The JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC. We cannot be certain if this reduced disclosure will make our Class A common stock less attractive to investors.
  • Our ability to pay regular cash dividends on our Class A common stock may be limited.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the U.S shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by us or our subsidiaries.
  • If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, or if there is any fluctuation in our future credit rating, our stock price and trading volume could decline.
  • As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and NYSE regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.
  • We incur and, continue to incur, significant costs as a result of operating as a public company.
  • Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our Class A common stock to decline.

Legal proceedings

From time to time, we may be involved in various claims and litigations arising in the ordinary course of our business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on our business, consolidated financial condition and results of operations. We do not believe that any existing claims or proceedings will have a material effect on our business, consolidated financial condition or results of operations.

The opening of Item 3, Legal Proceedings.5

Sources

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