Flowco Holdings Inc-A 2025年度报告

Securities registered pursuant to Section 12(b) of the Act: 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.☐ 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 aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, 2025 based on the closing price of $17.81 forshares of the Registrant’s common stock as reported by the New York Stock Exchange, was $362.9 million. As of February 26, 2026, the number of shares of Registrant’s Class A common stock outstanding was 29,647,189, and the number of shares of the Registrant's Class Bcommon stock outstanding was 60,015,566. Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant’s definitive proxy statement for the 2026 annual meeting ofstockholders to be filed no later than 120 days after the end of the registrant’s fiscal year. Table of Contents Page Item 1.Business8Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments49Item 1C.Cybersecurity49Item 2.Properties51Item 3.Legal Proceedings51Item 4.Mine Safety Disclosures51 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities52Item 6.[Reserved]54Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations55Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure112Item 9A.Controls and Procedures112Item 9B.Other Information114Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections114 PART III Item 10.Directors, Executive Officers and Corporate Governance115Item 11.Executive Compensation115Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115Item 13.Certain Relationships and Related Transactions, and Director Independence115Item 14.Principal Accounting Fees and Services115 PART IV Item 15.Exhibits, Financial Statement Schedules116Item 16.Form 10-K Summary118Signatures119 Definitions The following is a listing of certain abbreviations, acronyms, and other industry terminology that may be used throughout thisAnnual Report on Form 10-K (“Annual Report”): •“2024 Business Combination” refers to the acquisition by Flowco LLC, on June 20, 2024, of 100% of the membershipinterests of each of Estis Intermediate, Flowco Productions and Flogistix Intermediate, as described more fully in “Part 1.Item 1. Business – Recent Developments – 2024 Business 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) WDEFlogistix Upper FI, LLC, (iv) GEC III-GI FPS Blocker Co