SEC Form 3 · accession 0001193125-26-361186
Flowco Holdings Inc. · FLOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gareth Carl Ford
Officer — EVP, Production Solutions
Period of report
Aug 11, 2026
Accepted (ET)
Aug 21, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002035149
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | holding | — | — | — | 22,696 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Rights to Receive Class A common stockF2,F3 | — | holding | — | — | — | — | — | Class A common stock | — | — | D |
Explanation of responses
- F1Represents restricted stock units ("RSUs") that vest in three equal installments on the first, second and third anniversary of the award grant date, with accelerated vesting following a change in control of the Issuer. Each RSU represents a contingent right to receive one share of Class A Common Stock
- F2In connection with a Stock Purchase Agreement, dated as of February 1, 2026 (the "Purchase Agreement"), by and between Flowco Holdings Inc. (the "Issuer") and Riverway Group (the "Seller"), the Issuer issued an aggregate of 1,454,849 shares of Class A common stock to the Seller (such shares, the "Stock Consideration"). The Seller is owned by The Axis Investment ("Axis"), Pursuant to a letter agreement entered into in connection with the Purchase Agreement (the "Side Letter"), the Seller and Axis agreed with the Company to assign and transfer to Mr. Ford a portion of the Stock Consideration equal to 50% of the total "Incentive Share Entitlement" to which Mr. Ford is entitled as the holder of Class C shares of Axis pursuant to an equity incentive award agreement between Axis and Mr. Ford (the "Award Agreement"). [continues in footnote 3]
- F3[continued from footnote 2] As of the date hereof, Axis has not finally determined the "Incentive Share Entitlement" and related number of shares allocable under the Side Letter; however, Axis has informed Mr. Ford that it currently expects 50% of such total "Incentive Share Entitlement" will entitle Mr. Ford to 397,211 shares of Class A common stock. Mr. Ford is also the holder of other equity interests in Axis, and may be entitled to receive other shares of the Issuer's Class A common stock distributed by Axis to its shareholders with respect to such other equity interests. Mr. Ford is one of five directors of Axis. Mr. Ford disclaims beneficial ownership with respect to the Issuer's shares of Class A common stock held directly by Riverway other than to the extent of his contractual rights under the Award Agreement and the Seller and Axis' obligations under the Side Letter.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney