Flowco Holdings Inc-A美股招股说明书(2026-03-19版)

ClassA Common Stock The selling stockholders named in this prospectus supplement (the “selling stockholders”) are offering 7,800,000 shares of our ClassA commonstock, par value $0.0001 per share (our “ClassA common stock”). We are not selling any shares of our ClassA common stock under this prospectussupplement, and we will not receive any proceeds from the sale of shares of our ClassA common stock by the selling stockholders, including uponthe sale of shares of our ClassA common stock by the selling stockholders if the underwriters exercise their option to purchase additional shares ofour ClassA common stock. Subject to the completion of this offering, we intend to purchase from the underwriters 10% of the shares of our Class A common stock that are thesubject of this offering at the price per share to be received by the selling stockholders in this offering. Assuming we repurchase 10% of the sharesof common stock that are the subject of this offering, we would purchase 780,000 shares of Class A common stock in this offering. We refer to thisproposed repurchase as the “Share Repurchase.” The closing of this offering is not conditioned upon the completion of the Share Repurchase. After the consummation of this offering, we will no longer be a “controlled company” within the meaning of the corporate governance standards ofthe New York Stock Exchange (the “NYSE”). Despite this, GEC Advisors LLC and its affiliates (“GEC”) and other stockholders will continue tohave, among other things, the ability to designate directors to our board of directors and continue to have special consent rights with respect tocertain actions by us or our subsidiaries. See “Risk Factors—Risks Related to this Offering and Ownership of Our ClassA Common Stock—GECand White Deer own, and will continue to own, a significant amount of our voting power, and their interests in our business may be different thanyours” and “Risk Factors—Risks Related to this Offering and Ownership of Our ClassA Common Stock—Following the consummation of thisoffering, we will no longer be considered a “controlled company” within the meaning of the NYSE rules and the rules of the SEC.” Our ClassA common stock is quoted on the NYSE and the NYSE Texas (“NYSE Texas”), under the symbol “FLOC.” On March18, 2026, the lastreported sales price of our ClassA common stock on each of the NYSE and the NYSE Texas was $23.64 per share. PerShareTotalPublic offering price(1)$$Underwriting discount(2)$$Proceeds, before expenses, to the selling stockholders(3)(4)$$ (1)Total public offering price does not include theshares of our Class A common stock sold by the selling stockholders and purchasedby us from the underwriters for which no underwriting discount was paid.(2)We refer you to “Underwriting” beginning on page S-10 of this prospectus supplement for additional information regarding underwritingcompensation.(3)Assumes no exercise of the underwriters’ option to purchase additional shares of our Class A common stock from the selling stockholders.(4)Includes theshares of our Class A common stock sold by the selling stockholders and purchased by us from the underwriters forwhich no underwriting discount was paid. The selling stockholders have granted the underwriters an option to purchase, within 30 days of the date of this prospectus, up to an additional1,170,000 shares of our ClassA common stock at the public offering price, less the underwriting discount. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are neither offers to sell these securities nor solicitation of offers to buy these securities,in any jurisdiction where the offer or sale is not permitted.Investing in our ClassA common stock involves risks. You should consider carefully the specific factors set forth under theheading “Risk Factors” beginning on page S-5 of this prospectus supplement, as well as the other information set forth andincorporated by reference in this prospectus supplement and the accompanying prospectus, before investing in our ClassAcommon stock offered hereby. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the shares of our ClassA common stock to purchasers on or about, 2026. J.P.Morgan Table of Contents Table of Contents Prospectus Supplement About this Prospectus SupplementWhere You Can Find More InformationCautionary Note Regarding Forward-Looking StatementsProspectus Supplement SummaryRisk FactorsUse of ProceedsSelling StockholdersUnderwritingLegal MattersExpertsIncorporation of Certain Information by Reference Prospectus About this ProspectusTrademarksWhere You Can Find More Info