Flowco Holdings Inc-A 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition periodfromtoCommission File Number: 001-42477 Flowco Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Registrant’s telephone number, including area code:(713) 997-4877 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 1, 2026, the number of shares of the registrant’s Class A common stock outstanding was approximately 41,824,162, and thenumber of shares of the registrant’s Class B common stock outstanding was approximately 48,521,254. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)8Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20259Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 202510Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March31, 2026 and 202511Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 202512Notes to Unaudited Condensed Consolidated Financial Statements13Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 3.Quantitative and Qualitative Disclosures About Market Risk50Item 4.Controls and Procedures50 PART II.OTHER INFORMATION Item 1.Legal Proceedings53Item 1A.Risk Factors53Item 2.Unregistered Sales of Equity Securities and Use of Proceeds53Item 3.Defaults Upon Senior Securities54Item 4.Mine Safety Disclosures54Item 5.Other Information54Item 6.Exhibits54 Signatures BASIS OF PRESENTATION Certain Definitions The following is a listing of certain abbreviations, acronyms, and other industry terminology that may be used throughout thisQuarterly Report on Form 10-Q (“Quarterly 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 Corp. and (v) GEC III-GI Estis Blocker Corp.•“Blocker Shareholders” refer to the owners of the Blocker Companies prior to the Transactions, who exchanged theirinterests in the Blocker Companies for shares of our Class A common stock ("Class A common stock") in connection withthe consummation of the Transactions.•“Continuing Equity Owners” refer collectively to holders of LLC Interests and our Class B common stock ("Class Bcommon stock") immediately following consummation of the Transaction, including certain executive officers, employeesand other minority investors and their respective permitted transferees who may exchange at each of their respectiveoptions, in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class Bcommon stock (and such shares will be immediately cancelled)) for, at our election, cash or newly-issued shares of ourClass A common stock.•“Credit Agreement” refers, as applicable, to the Second Amended and Restated Credit Agreement, dated as of August 20,2024, by and among, Flowco MasterCo LLC; Flowco Productions, LLC; Estis Intermediate Holdings, LLC; FlogistixIntermediate Holdings, LLC; as borrowers, the loan parties named therein, the lenders named therein, and JPMorganChase Bank, N.A.; as administrative agent, and the joint bookrunner and joint lead arrangers named therein, as amended todate.•“Estis” mean