Flowco Holdings Inc-A 2024年度报告

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES☐NO☒ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES☐NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☐Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The Registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate marketvalue of its voting and non-voting common equity held by non-affiliates as of such date. As of March 19, 2025, the number of shares of Registrant’s Class A common stock outstanding was 25,721,620, and the number of shares of the Registrant's Class B common DOCUMENTS INCORPORATED BY REFERENCE Table of Contents Page PART I Item 1.Business10Item 1A.Risk Factors32Item 1B.Unresolved Staff Comments70Item 1C.Cybersecurity71Item 2.Properties73Item 3.Legal Proceedings74Item 4.Mine Safety Disclosures75 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities76Item 6.[Reserved]78Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations79Item 7A.Quantitative and Qualitative Disclosures About Market Risk98Item 8.Financial Statements and Supplementary Data99Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure146Item 9A.Controls and Procedures147Item 9B.Other Information150Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections151 PART IIIItem 10. Directors, Executive Officers and Corporate Governance152Item 11.Executive Compensation160Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters170Item 13.Certain Relationships and Related Transactions, and Director Independence173Item 14.Principal Accounting Fees and Services188 PART IV Item 15.Exhibits, Financial Statement Schedules190Item 16.Form 10-K Summary192Signatures193 Definitions The following is a listing of certain abbreviations, acronyms, and other industry terminology that may beused throughout this Annual Report on Form 10-K (“Annual Report”): •“2024 Business Combination” refers to the acquisition by Flowco LLC, on June 20, 2024, of 100% ofthemembership interests of each of Estis Intermediate,Flowco Productions and FlogistixIntermediate, as described more fully in “Part 1.Item 1. Business – Recent Developments – 2024Business Combination” and elsewhere in this Annual Report.•“Blocker Companies” refer to (i) WD Thunder CV Parallel Blocker LP, (ii) WDE Flogistix Upper TE,LLC, (iii) WDE Flogistix Upper FI, LLC, (iv) GEC III-GI