The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For further information on items that could impact our future operating performance or financial condition, see the sections entitled “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. We assume no obligation to update any of these forward-looking statements, except as required by law. Unless otherwise indicated or the context otherwise requires, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of Flowco Holdings Inc. and its consolidated subsidiaries and references to the “Company,” “we,” “our,” or “us” are to Flowco Holdings Inc. and its consolidated subsidiaries. Background and Business Overview We are a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. The Company’s core technologies include high pressure gas lift (“HPGL”), electric submersible pumps (“ESP”), conventional gas lift, plunger lift, and vapor recovery units (“VRUs”), all supported by proprietary digital tools that enable real-time remote monitoring and control to enhance efficiency and performance. Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed and presented within the following two reportable segments: •Production Solutions: segment is comprised of our artificial lift operation, including digital solutions; and •Natural Gas Technologies: segment is comprised of our vapor recovery and natural gas systems operations. The Production Solutions operations are critical to maximizing the economic lifespan and profitability of oil and gas wells, particularly as production naturally declines over time – especially in shale formations. The Company’s artificial lift and optimization technologies are essential in maintaining production rates and enabling wells to remain economically viable, making these offerings less discretionary and more integrated into ongoing operations. In the Natural Gas Technologies segment, the Company also holds a leading position in the rapidly growing market for methane abatement, offering innovative VRUs and related technologies that capture fugitive emissions of methane and other hydrocarbons. These solutions not only provide economic value by monetizing captured gas, but also help customers achieve decarbonization goals and comply with increasingly stringent environmental regulations. Initially driven by safety and operational benefits, demand for these solutions has accelerated due to their strong return on investment and regulatory necessity. As a result, the Company’s offerings are viewed as indispensable in both economic and environmental contexts, providing our customers with durable earnings and stable through-cycle performance in their well productions. Overall, we have strategically positioned ourselves to provide products and services that include a full range of equipment and technology solutions that enable our customers to efficiently and cost-effectively maximize the profitability and economic lifespan of the production phase of their operations. As a result of this strategic position, we are able to generate revenues throughout the long producing lives of oil and natural gas wells. Our products and services also integrate proprietary digital technologies that allow for remote monitoring and controls, and other enhanced uses of our equipment. We have an operating presence in every major onshore oil and natural gas producing region in the United States. 47 As of June 30, 2026, our Production Solutions and Natural Gas Technologies segments operated a combined fleet of over 5,500 active systems, generating consistent, recurring revenues through the long production life of wells. For a more detailed overview of our business, see Part I, Item 1, Business, and Part I, Item 2, Properties, included in our Annual Report. Recent Developments and Trends Valiant Acquisition On March 2, 2026, we completed the previously announced agreement to acquire all of the issued and outstanding equity interests of Riverstone Oilfield Services and Equipment, Inc., a Delaware corporation (the “Acquired Company”), from Riverway Group, a Cayman Islands exempted company with limited liability (the “Seller”) pursuant to the Stock Purchase Agreement dated as of February 1, 2026 (the “Purchase Agreement”) by and between the Company and the Seller. The Acquired Company is the parent company of its wholly owned subsidiary, Valiant Artificial Lift Solutions, LLC (“Valiant”). Pursuant to the Purchase Agreement, we paid aggregate consideration, including Valiant’s cash on hand, of approximately $316.0 million, consisting of (i) $283.2 million of cash, of which $113.2 million was related to Valiant’s cash on hand, subject to adjustment in accordance with the Purchase Agreement, and (ii) 1,454,849 shares of Class A common stock of the Company. We funded the cash portion of the acquisition through available capacity under our Revolving Credit Facility. Upon the consummation of this acquisition, both the Acquired Company and Valiant became our wholly owned subsidiaries. We believe this acquisition (the “Valiant Acquisition”) strategically diversifies our complementary fleet within the Production Solutions segment and allows for significant expected synergies to our already vertically integrated business models across the long life production stages of a well. For additional information on the Valiant Acquisition, see Note 3 – Business Combination and Asset Acquisition of the notes to the condensed consolidated financial statements in this Quarterly Report. Macroeconomic Conditions and Outlook We monitor macroeconomic conditions and industry-specific drivers and key risk factors affecting our business segments as we formulate our strategic plans and make decisions related to allocating capital and human resources. Our business segments provide products and services to support oil and natural gas production. As a result, we are substantially dependent upon global oil production levels, as well as operating expenditures and new investment activity levels in the oil and natural gas sector. Demand for our products and services is impacted by overall global demand for oil and natural gas, ongoing depletion rates of existing oil and natural gas wells, and our customers’ willingness to invest in the development of new oil and natural gas resources. Our customers determine their operating and capital budgets based on current and expected future crude oil and natural gas prices and expectation of industry cost levels, among other factors. Crude oil and natural gas prices are impacted by supply and demand, which are influenced by geopolitical, macroeconomic and local events, and have historically been subject to substantial volatility and cyclicality. Over the mid to long-term, we expect demand for oil and natural gas exploration and production as well as new energy platforms to continue to require more advanced technology from the energy services industry. While uncertainty remains due to the factors discussed above, we believe our integrated portfolio of products and services, differentiated technologies and strong market position us to capitalize on opportunities across our end markets. Accordingly, we remain cautiously optimistic regarding our long-term growth prospects. Tariff Environment and Mitigation Efforts We continue to monitor developments in the global tariff environment and evaluate their potential impact on our 48 operations, supply chain and cost structure. Although changes in tariffs and global trade policies may increase the cost of raw materials, affect product availability and contribute to inflationary pressures within our business and those of our customers, we do not currently expect the existing tariff environment to have a material impact on our business, financial condition or results of operations. Management continues to evaluate opportunities to mitigate tariff-related costs through sourcing, pricing and supply chain initiatives, while also pursuing available opportunities to recover previously paid tariffs through governmental actions, legal proceedings, administrative rulings and approved refund claims, where appropriate. During 2026, the Company received refunds of previously paid tariffs and expects to receive additional refunds as outstanding claims continue to be processed. While management does not currently expect tariffs or related refund activity to have a material impact on the Company's long-term operating results, we will continue to monitor developments in global trade policy and pursue opportunities to mitigate tariff-related costs and recover eligible tariffs where appropriate. Critical Accounting Estimates Refer to our “Critical Accounting Estimates” included in Part II, Item 7 – Management’s Discussions and Analysis included in our Annual Report for a discussion of our critical accounting estimates. Consolidated Results of Operations The following discussions relating to significant line items from our condensed consolidated statements of operations are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items. We currently have two operating segments: (i) Production Solutions and (ii) Natural Gas Technologies. Our corporate headquarters and certain functional departments do not earn revenues but incur costs which do not constitute business activities. Therefore, these corporate headquarters and certain functional departments do not qualify as an operating segment and have been included within corporate and other, which is also not considered a reportable segment. Corporate and other includes (i) corporate and overhead costs, and (ii) capitalized costs related to IPO and debt issuance. Corporate does not include any immaterial and aggregated operating segments. The performance of our operating segments is primarily evaluated based on revenue and segment profit or loss with respect to such segments, in addition to other measures. 49 Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Three Months Ended June 30, 2026 2025 Change ($) Change (%) Revenues Rentals $ 132,670 $ 102,104 $ 30,566 30 % Sales 103,189 91,111 12,078 13 % Total revenues 235,859 193,215 42,644 22 % Operating expenses Cost of rentals (exclusive of depreciation and amortization disclosed separately below) 35,221 27,602 7,619 28 % Cost of sales (exclusive of depreciation and amortization disclosed separately below) 74,209 62,579 11,630 19 % Selling, general and administrative expenses 35,655 32,683 2,972 9 % Depreciation and amortization 49,372 33,165 16,207 49 % Loss on sale of equipment 184 68 116 171 % Income from operations 41,218 37,118 4,100 11 % Other expenses Interest expense, net (5,597 ) (6,445 ) 848 (13 %) Other expenses (29 ) 559 (588 ) (105 %) Total other expenses (5,626 ) (5,886 ) 260 (4 %) Income before provision for income taxes 35,592 31,232 4,360 14 % Income tax provision (4,648 ) (3,880 ) (768 ) 20 % Net income 30,944 27,352 3,592 13 % Net income attributable to redeemable non-controlling interests 18,429 21,881 (3,452 ) (16 %) Net income attributable to Flowco Holdings Inc. $ 12,515 $ 5,471 $ 7,044 129 % Revenue – rentals. Rental revenue was $132.7 million for the three months ended June 30, 2026, an increase of $30.6 million, or 30%, from $102.1 million for the three months ended June 30, 2025. This increase in rental revenue was driven primarily by three factors as follows: •Surface equipment fleet size experienced an increase of 179 average active systems per month from 1,491 during the three months ended June 30, 2025, to 1,670 average active surface equipment systems per month during the three months ended June 30, 2026. Additionally, average rental rate also had a $1,073 increase in average monthly price from $12,950 per unit during the three months ended June 30, 2025 to $14,023 per unit during the three months ended June 30, 2026. These increases approximate 12% and 8% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $13.0 million, or approximately 23%. •Vapor recovery fleet size experienced an increase of 63 average active systems per month from 2,973 during the three months ended June 30, 2025 to 3,036 average active vapor recovery units per month during three months ended June 30, 2026. Additionally, average rental rate had a $280 increase in average monthly price from $4,848 per unit during the three months ended June 30, 2025 to $5,128 per unit during the three months ended June 30, 2026. These increases approximate 2% and 6% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $3.1 million, or approximately 7%. 50 •Downhole component fleets are new additions to our fleet footprint resulting from the Valiant Acquisition on March 2, 2026, as discussed above. During the three months ended June 30, 2026, the downhole component fleets consisted of 826 average active systems. Revenue – sales. Sales revenue was $103.2 million for the three months ended June 30, 2026, an increase of $12.1 million, or 13%, compared with $91.1 million for the three months ended June 30, 2025. The increase was primarily driven by higher sales of downhole components of approximately $15.2 million, primarily attributable to incremental sales from the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. The increase also reflects higher sales of natural gas systems of approximately $1.3 million due to strong customer demand during the three months ended June 30, 2026. These increases were partially offset by a decrease in VRU sales of approximately $4.4 million as certain customers shifted their purchasing preferences from purchasing VRUs to renting equipment within our Natural Gas Technologies segment. In addition to sales to our external customers, we sell our natural gas systems to our Production Solutions segment through intercompany transactions for further use in its operations. Intercompany sales of natural gas systems to the Production Solutions segment were approximately $13.7 million for the three months ended June 30, 2026, a decrease of approximately $3.4 million from approximately $17.1 million in the three months ended June 30, 2025. The decrease was primarily attributable to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. All intercompany revenues have been eliminated in consolidation. Cost of rentals. Rental cost was $35.2 million in the three months ended June 30, 2026, an increase of $7.6 million, or approximately 28%, from $27.6 million for the three months ended June 30, 2025. The increase was primarily due to higher costs of approximately $6.9 million associated with the Surface Equipment rental fleet, reflecting increased rental activity, higher maintenance expenditures and operating costs on the rental fleet, and increased labor costs resulting from higher headcount. The increase in rental costs was generally consistent with the growth in rental revenues discussed above, although costs increased at a higher rate due to the additional maintenance and labor expenses. Cost of sales. Cost of sales was $74.2 million for the three months ended June 30, 2026, an increase of $11.6 million, or approximately 19%, from $62.6 million for the three months ended June 30, 2025. This increase was primarily attributable to approximately $13.0 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. Cost of sales also increased by approximately $2.1 million within the Natural Gas Technologies segment due to higher customer orders during the three months ended June 30, 2026. These increases were partially offset by lower cost of sales for VRUs and downhole component parts, consistent with the decreases in the related sales revenues discussed above. Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended June 30, 2026 were $35.7 million, an increase of $3.0 million, or approximately 9%, from $32.7 million for the three months ended June 30, 2025. This increase was primarily attributable to approximately $4.1 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. The increase was partially offset by lower corporate selling, general and administrative expenses, primarily due to a reduction in legal and professional fees incurred in the first quarter of 2026 in connection with the Valiant Acquisition. Depreciation and amortization. Depreciation and amortization was $49.4 million for the three months ended June 30, 2026, an increase of $16.2 million, or approximately 49%, from $33.2 million for the three months ended June 30, 2025. The increase was primarily attributable to approximately $8.1 million of depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $8.1 million, primarily due to the continued expansion of the Company's rental 51 fleet, including additional assets placed into service and assets acquired in the Archrock acquisition, principally within the Estis and Flogistix businesses. Interest expense. Interest expense was $5.6 million in the three months ended June 30, 2026 compared to $6.4 million in the three months ended June 30, 2025. This decrease in interest expense of $0.8 million, or approximately 13%, was primarily due to lower average borrowings outstanding in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting our ability to maintain and, from time to time, reduce outstanding debt using cash flows from operations following the IPO and through the three months ended June 30, 2026. This decrease was partially offset by borrowings incurred in March 2026 to fund the Valiant Acquisition. Income tax provision. Income tax provision was $4.6 million for the three months ended June 30, 2026, an increase of $0.8 million, or approximately 20%, compared to $3.9 million for the three months ended June 30, 2025. This increase in income tax provision is primarily attributable to the impact on the tax rate due to the Company’s increased ownership in Flowco LLC in the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Six Months Ended June 30, 2026 2025 Change ($) Change (%) Revenues Rentals $ 254,543 $ 199,400 $ 55,143 28 % Sales 190,846 186,165 4,681 3 % Total revenues 445,389 385,565 59,824 16 % Operating expenses Cost of rentals (exclusive of depreciation and amortization disclosed separately below) 67,773 54,453 13,320 24 % Cost of sales (exclusive of depreciation and amortization disclosed separately below) 136,613 128,145 8,468 7 % Selling, general and administrative expenses 72,131 63,217 8,914 14 % Depreciation and amortization 90,867 67,284 23,583 35 % Loss on sale of equipment 494 23 471 2048 % Income from operations 77,511 72,443 5,068 7 % Other expenses Interest expense, net (9,945 ) (11,810 ) 1,865 (16 %) Other expenses (490 ) 292 (782 ) (268 %) Total other expenses (10,435 ) (11,518 ) 1,083 (9 %) Income before provision for income taxes 67,076 60,925 6,151 10 % Income tax provision (8,678 ) (6,528 ) (2,150 ) 33 % Net income 58,398 $ 54,397 $ 4,001 7 % Net income attributable to redeemable non -controlling interests 38,441 42,754 (4,313 ) (10 %) Net income attributable to Flowco Holdings Inc. $ 19,957 $ 11,643 $ 8,314 71 % Revenue – rentals. Rental revenue was $254.5 million for the six months ended June 30, 2026, an increase of $55.1 million, or 28%, from $199.4 million for the six months ended June 30, 2025. This increase in rental revenue was driven primarily by three factors as follows: 52 •Surface equipment fleet size experienced an increase of 183 average active systems per month from 1,486 during the six months ended June 30, 2025, to 1,669 average active surface equipment systems per month during the six months ended June 30, 2026. Additionally, average rental rate also had a $1,293 increase in average monthly price from $12,673 per unit during the six months ended June 30, 2025 to $13,967 per unit during the six months ended June 30, 2026. These increases approximate 12% and 10% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $28.4 million, or approximately 25.3%. •Vapor recovery fleet size experienced an increase of 66 average active systems per month from 2,963 during the six months ended June 30, 2025 to 3,029 average active vapor recovery units per month during six months ended June 30, 2026. Additionally, average rental rate had a $310 increase in average monthly price from $4,783 per unit during the six months ended June 30, 2025 to $5,093 per unit during the six months ended June 30, 2026. These increases approximate 2% and 6% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $7.6 million, or approximately 8.7%. •Downhole component fleets are new additions to our fleet footprint resulting from the Valiant Acquisition on March 2, 2026, as discussed above. Due to the timing of this acquisition, our rental revenues include four months of operations of these downhole component fleets. During the six months ended June 30, 2026, the downhole component fleets consisted of 820 average active systems. Revenue – sales. Sales revenue was $190.8 million for the six months ended June 30, 2026, an increase of $4.7 million, or 3%, from $186.2 million for the six months ended June 30, 2025. This increase in sales revenue was primarily driven by approximately $24.4 million of incremental sales attributable to the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. This increase was partially offset by lower sales within the Natural Gas Technologies segment, including an approximately $11.2 million decrease in natural gas systems sales due to exceptionally strong customer order volumes during the six months ended June 30, 2025 and an approximately $3.3 million decrease in VRU sales due to the timing of customer orders for large equipment. The increase was also partially offset by an approximately $5.2 million decrease in downhole component parts sales within the Production Solutions segment, primarily resulting from reduced international revenues associated with conflicts in the Middle East and lower Gulf of America business activity. In addition to sales to our external customers, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment. Approximately $24.9 million of intercompany natural gas system sales to the Production Solutions segment were recognized in the six months ended June 30, 2026, a decrease of approximately $1.2 million in intercompany revenues from approximately $26.1 million in the six months ended June 30, 2025 due primarily to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. All intercompany revenues have been eliminated in consolidation. Cost of rentals. Rental cost was $67.8 million in the six months ended June 30, 2026, an increase of $13.3 million, or approximately 24%, from $54.5 million for the six months ended June 30, 2025. The increase was primarily attributable to approximately $11.9 million of higher costs associated with the Surface Equipment rental fleet, reflecting increased rental activity, higher maintenance expenditures and operating costs on the rental fleet and increased labor costs resulting from higher headcount. Rental costs also increased by approximately $0.8 million for Vapor Recovery rental activity and approximately $0.7 million for downhole component rental activity from the Valiant Acquisition, which was not present during the six months ended June 30, 2025. The increase in rental costs was generally consistent with the growth in rental revenues discussed above, although costs associated with the Surface Equipment rental fleet increased at a higher rate due to the additional maintenance and labor expenses. 53 Cost of sales. Sales cost was $136.6 million for the six months ended June 30, 2026, an increase of $8.5 million, or approximately 7%, from $128.1 million for the six months ended June 30, 2025. This increase was primarily attributable to approximately $17.5 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. This increase was partially offset by an approximately $7.4 million decrease in cost of sales within the Natural Gas Technologies segment due to lower natural gas systems sales following exceptionally strong customer order volumes during the prior-year period. Cost of sales also decreased by approximately $1.4 million for VRUs and approximately $0.2 million for downhole component parts, consistent with the decreases in the related sales revenues discussed above. Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2026 were $72.1 million, an increase of $8.9 million, or approximately 14%, from $63.2 million for the six months ended June 30, 2025. This increase was primarily attributable to approximately $5.3 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. Selling, general and administrative expenses also increased due to higher corporate expenses, primarily consisting of legal and acquisition-related professional fees that were not incurred in the six months ended June 30, 2025 and higher share-based compensation expense, as well as higher employee related expenses from the overall increased headcount. These increases were partially offset by lower selling, general and administrative expenses across certain of our legacy entities, primarily due to the absence of one-time legacy equity-based compensation crystallization expense recognized during the six months ended June 30, 2025 in connection with the Company's IPO. Depreciation and amortization. Depreciation and amortization was $90.9 million for the six months ended June 30, 2026 an increase of $23.6 million or approximately 35%, from $67.3 million for the six months ended June 30, 2025. The increase was primarily attributable to approximately $10.6 million of depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $12.9 million, primarily due to the continued expansion of the Company's rental fleet, including additional assets placed into service and assets acquired in the Archrock acquisition. Interest expense. Interest expense was $9.9 million in the six months ended June 30, 2026 compared to $11.8 million in the six months ended June 30, 2025. This decrease in interest expense of $1.9 million, or approximately 16%, was primarily due to lower average borrowings outstanding in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, reflecting our ability to maintain and, from time to time, reduce outstanding debt using cash flows from operations following the IPO and through the six months ended June 30, 2026. This decrease was partially offset by borrowings incurred in March 2026 to fund the Valiant Acquisition. Income tax provision. Income tax provision was $8.7 million for the six months ended June 30, 2026, an increase of $2.2 million, or approximately 33%, compared to $6.5 million for the six months ended June 30, 2025. This increase in income tax provision is primarily attributable to the impact on the tax rate due to the Company’s increased ownership in Flowco LLC in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Liquidity and Capital Resources IPO and Subsequent Transactions On January 15, 2025, we consummated our IPO and received $461.8 million net proceeds from the sale of 20,470,000 shares of our Class A common stock. The net proceeds from our IPO were used to purchase 20,470,000 newly issued LLC Interests directly from Flowco LLC at a price per unit equal to the IPO price per share of Class A common stock. In connection with the IPO described above, Flowco LLC used the net proceeds received from us to: (i) redeem approximately $20.9 million of Flowco LLC interests from certain non-affiliate holders and (ii) with respect to the remainder, repay indebtedness under our Credit Agreement in the amount of $440.0 million. 54 Sources of Liquidity and Indebtedness As of June 30, 2026, we had $19.2 million of cash and cash equivalents. We believe existing cash and cash equivalents and cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We have historically generated cash and funded our operations primarily from cash flows from operating activities as well as availability under our Credit Agreement. Borrowings under our Credit Agreement have a maturity date of August 20, 2029, at which all principal owed is payable upon maturity. Our interest rate is Term Secured Overnight Finance Rate (“SOFR”) for one month plus 0.1% (“Adjusted REVSOFR30”) plus a contractual applicable margin based on the Company’s calculated leverage ratio, which combined approximates 5.43% per annum at the effective date with interest due monthly. If such rate is below contractual minimums, the interest rate will be calculated based on Adjusted Term SOFR Rate, Adjusted REVSOFR30 Rate or the Adjusted Daily Simple SOFR Rate. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and/or debt, as needed. As of August 7, 2026, we had $274.1 million outstanding borrowings and $446.4 million available borrowing capacity under our Credit Agreement. Additional Liquidity Requirements As a holding company, we have no material assets other than our ownership of LLC Interests in Flowco LLC. As such, we have no independent means of generating revenue. The Flowco LLC Agreement provides for the payment of certain distributions to the Continuing Equity Owners and to us in amounts sufficient to cover the income taxes imposed on the Company with respect to the allocation of taxable income from Flowco LLC as well as to cover our obligations under the TRA and other administrative expenses. Regarding the ability of Flowco LLC to make distributions to us, the terms of their financing arrangements (including the Credit Facility) contain covenants that may restrict Flowco LLC or its subsidiaries from paying such distributions, subject to certain exceptions. Further, Flowco LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Flowco LLC (with certain exceptions), as applicable, exceed the fair value of its assets. In addition, under the TRA, we are required to make cash payments to the Continuing Equity Owners equal to 85% of the tax benefits, if any, that we actually realize (or in certain circumstances are deemed to realize), as a result of (i) Basis Adjustments; (ii) Section 704(c) Allocations; and (iii) certain tax benefits (such as interest deductions) arising from payments made under the TRA. We expect the amount of the cash payments that we will be required to make under the TRA will be significant. The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of redemptions or exchanges by the Continuing Equity Owners, the amount of gain recognized by the Continuing Equity Owners, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable. Any payments made by us to the Continuing Equity Owners under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us. Additionally, when we declare any cash dividends, we intend to cause Flowco LLC to make distributions to us in amounts sufficient to fund such cash dividends declared by us to our stockholders. Deterioration in the financial condition, earnings, or cash flow of Flowco LLC for any reason could limit or impair their ability to pay such distributions. If we do not have sufficient funds to pay taxes or other liabilities or to fund our operations, we may have to borrow funds, which could materially affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent we are unable to make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due 55 under the TRA. In addition, if Flowco LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See Part I – Item 1A. Risk Factors-Risks Related to our Organizational Structure in our Annual Report. Dividends Our Board of Directors may elect to declare cash dividends on our Class A common stock, subject to our compliance with applicable law, and depending on, among other things, economic conditions, our financial condition, results of operations, projections, liquidity, earnings, legal requirements, and restrictions in the agreements governing our indebtedness. In February and May 2026, our Board of Directors declared and paid a cash dividend of $0.08 per share and $0.09 per share payable to holders of Class A common stock of record as of the close of business on February 13, 2026 and May 15, 2026, respectively (the “Common Stock Dividend”). In conjunction with the Common Stock Dividend, Flowco LLC declared a distribution on its units of $0.08 and $0.09 per unit to all unitholders of record of Flowco LLC as of the close of business on February 13, 2026 and May 15, 2026, respectively. The declaration and payment of future dividends will be at the discretion of our Board of Directors and will depend on future business conditions, financial conditions, results of operations and other factors. Common Share Repurchase Program On June 11, 2025, our Board of Directors authorized the Repurchase Program to reacquire shares via open market purchase, privately negotiated transactions, or by other means in accordance with the regulations of the Securities and Exchange Commission. The Repurchase Program does not obligate us to repurchase any particular amount of shares and may be modified, suspended, or discontinued at any time. The timing of purchases and the number of shares repurchased under the Repurchase Program will depend on a variety of factors including price, trading volume, market conditions and corporate and regulatory requirements. During the three months ended June 30, 2026, we repurchased no shares under the Repurchase Program. During the six months ended June 30, 2026, we repurchased and subsequently retired 780,000 shares of our Class A common stock at an average price of $21.18 per share, excluding commissions. As of June 30, 2026, the remaining total available authorization under the Repurchase Program was approximately $18.5 million. Cash Flow Analysis The following table presents our summary cash flows for the periods presented (in thousands): Six Months Ended June 30, 2026 2025 Net cash provided by operating activities $ 173,940 $ 124,727 Net cash used in investing activities $ (233,914 ) $ (63,445 ) Net cash provided by (used in) financing activities $ 74,641 $ (56,610 ) Operating Cash Flows– Net cash provided by operating activities was $173.9 million in the six months ended June 30, 2026 compared to $124.7 million in the six months ended June 30, 2025, an increase of approximately $49.2 million. Operating cash flows increased primarily due to timing of payments to vendors, suppliers and other third parties. 56 Investing Cash Flows – Net cash used in investing activities was $233.9 million and $63.4 million for the six months ended June 30, 2026 and 2025, respectively. The approximately $170.5 million increase in net cash used was primarily attributable to the cash paid for the Valiant acquisition during the six months ended June 30, 2026. Financing Cash Flows – Cash from financing activities had a favorable swing of $131.2 million from a net cash used of $56.6 million in the six months ended June 30, 2025 to net cash provided by financing activities of $74.6 million in the six months ended June 30, 2026. This $131.2 million change was primarily attributable to (i) $599.5 million favorable year-over-year change in net cash flows from long-term debt, consisting of higher borrowings and lower repayments during the six months ended June 30, 2026, (ii) the absence of $20.9 million purchase of LLC Interests from the Continuing Equity Owners immediately following the IPO, partially offset by (i) the absence of $461.8 million IPO proceeds in January 2025, (ii) $16.7 million of repurchase of Class A common stock in March 2026, (iii) $6.2 million additional distributions to the members of Flowco LLC in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, and (iv) $4.0 million additional dividends paid to the shareholders of the Company’s Class A common stock. Critical Accounting Policies and Estimates In preparing our financial statements in conformity with U.S. GAAP, we must make decisions that impact the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, historical experience, and business valuations. Actual amounts could differ from those estimated at the time the Consolidated Financial Statements are prepared. Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to our accompanying financial statements included elsewhere in this Quarterly Report on Form 10-Q. Some of those significant accounting policies require us to make difficult, subjective, or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur from period to period may have a material impact on the presentation of our financial condition, changes in financial condition, or results of operations. There have been no material changes to the Company’s critical accounting estimates since our Annual Report, except as described below. Fair Value Estimates in Business Combination Accounting Business combination accounting requires that assets acquired and liabilities assumed be recorded at their estimated fair value in connection with the initial recognition of the transaction. Estimating fair value of assets acquired and liabilities assumed in connection with business combination accounting requires management to make estimates, assumptions and judgments, and in some cases management may also utilize third-party specialists to assist and advise on those estimates. In order to estimate the fair value of assets acquired and liabilities assumed, we utilized widely accepted valuation techniques, including discounted cash flow and cost methods. The discounted cash flow method utilizes assumptions that include, but are not limited to, estimated future cash flows, discount rates applied to estimated future cash flows, estimated rates of return and estimated customer attrition rates. Cost methods estimate the fair value of assets based on the estimated construction, and in some cases, replacement cost of the assets, and requires the use of various inputs and assumptions. While we believe that we have made reasonable assumptions to estimate the fair value, these assumptions are inherently uncertain. An estimate of the sensitivity to changes in our assumptions is not practicable given the numerous assumptions, and their interdependence, that can materially affect our estimates. 57 The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. Emerging Growth Company Status The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our consolidated financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if as an emerging growth company we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our systems of internal controls over financial reporting pursuant to Section 404, (ii) provide all the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Act, (iii) comply with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements, and (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply until we no longer meet the requirements of being an emerging growth company. We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year in which it has total annual gross revenues of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the IPO; (iii) the date on which the Company has issued more than $1 billion in non-convertible debt during the previous three-year period; or (iv) the date on which the Company is deemed to be a “large accelerated filer,” which means the market value of the Company’s Class A common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of the most recently completed second fiscal quarter (following twelve months from the IPO). Recent Accounting Pronouncements For a discussion of new accounting pronouncements recently adopted and not yet adopted, refer to Note 2 – Summary of Significant Accounting Policies to our accompanying condensed consolidated financial statements in this Quarterly Report.