Business Description

– 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) WDE Flogistix 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 their interests in the Blocker Companies for shares of our Class A common stock in connection with the consummation of the Transactions. • “ Continuing Equity Owners ” refer collectively to holders of LLC Interests and our Class B common stock immediately following consummation of the Transaction, including certain executive officers, employees and other minority investors and their respective permitted transferees who may exchange at each of their respective options, in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares will be immediately cancelled)) for, at our election, cash or newly-issued shares of our Class 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; Flogistix Intermediate Holdings, LLC; as borrowers, the loan parties named therein, the lenders named therein, and JPMorgan Chase Bank, N.A.; as administrative agent, and the joint bookrunner and joint lead arrangers named therein, as amended to date. • “ Estis ” means Estis Compression, LLC, a Delaware limited liability company. Estis Compression, LLC is a wholly owned subsidiary of Estis Intermediate Holdings, LLC, and the predecessor to Flowco LLC. • “ Estis Intermediate ” means Estis Intermediate Holdings, LLC, a Delaware limited liability company and a parent company to Estis. • “ Estis Member ” means GEC Estis Holdings, LLC, as an Original Equity Owner following the 2024 Business Combination. • “ Flogistix ” means Flogistix, LP, a Texas limited partnership. • “ Flogistix Intermediate ” means Flogistix Intermediate Holdings, LLC, a Delaware limited liability company. • “ Flogistix Member ” means Flogistix Holdings, LLC, as an Original Equity Owner following the 2024 Business Combination. • “ Flowco Holdings ” refers to Flowco Holdings Inc., a Delaware Corporation. Flowco Holdings was formed on July 25, 2024, and was the issuer of the Class A common stock offered and sold in the IPO. • “ Flowco LLC ” refers to Flowco MergeCo LLC, a Delaware limited liability company. Flowco LLC was formed on June 3, 2024, to effectuate the 2024 Business Combination. • “ Flowco LLC Agreement ” refers, as applicable, to Flowco LLC’s amended and restated limited liability company agreement, dated as of June 20, 2024, as in effect prior to the IPO, or to the second amended and restated limited liability company agreement dated as of January 17, 2025, and as such agreement may thereafter be amended and/or restated. • “ Flowco MasterCo ” means Flowco MasterCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Flowco LLC. • “ Flowco Productions ” means Flowco Productions LLC, a Delaware limited liability company. • “ FPS ” or the “ FPS Member ” means Flowco Production Solutions, L.L.C., as an Original Equity Owner following the 2024 Business Combination. The FPS Member contributed substantially all of its assets to Flowco Productions immediately prior to the contribution of its equity interests in connection with the 2024 2 Business Combination, and for purposes of such historical financial statement presentations herein, we refer to such entity as “FPS.” • “ GAAP ” or “ U.S. GAAP ” means accounting principles generally accepted in the U.S. • “ GEC ” means GEC Advisors LLC, a Delaware limited liability company. • “ GEC Affiliates ” means GEC and its affiliates, including Jonathan B. Fairbanks. • “ IPO ” refers to our initial public offering, which we consummated on January 15, 2025, and through which we offered and sold 20,470,000 shares of our Class A common stock at a price to the public of $24.00 per share, which includes the exercise in full by the underwriters of their option to purchase an additional 2,670,000 shares of our Class A common stock.…