Flowco Holdings Inc. Stock Compensation Disclosure

Note 12 – Stock-Based Compensation

In connection with the IPO, the stockholders approved the 2025 Equity and Incentive Plan (the “Equity Plan”), which became effective on January 17, 2025. The Equity Plan generally is administered by the Board of Directors of with respect to awards to non-employee directors and by the compensation committee with respect to other participants and authorizes the Company to grant incentive stock-based awards.

Under the Equity Plan, 6,000,000 shares of Class A common stock were initially reserved for issuance, which shares may be granted pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, RSUs, and other stock-based awards. The maximum number of shares that are subject to awards under the Equity Plan is subject to an annual increase equal to the lesser of 2% of the number of Class A shares common stock issued and outstanding on December 31 of the immediately preceding calendar year and an amount determined by our Board of Directors. No more than 6,000,000 shares of Class A common stock in the aggregate may be issued under the Equity Plan in connection with incentive stock options. As of December 31, 2025, 5,325,621 shares of Class A common stock are available for future grant under the Equity Plan.

In January and February 2025, the Company granted an aggregate of 674,379 RSUs to certain of the Company’s executives and employees and non-employee directors in conjunction with the Equity Plan with an aggregate grant

date fair value of $20.0 million. The RSU awards to executives and employees cliff vest in full on the third anniversary of the grant date of the award, subject to employee’s continued employment. The RSU awards to non-employee directors vest in twelve equal installments on each of the first twelve quarterly anniversaries following the grant date of the award, subject to such non-employee director continuing in service through such date. Only the RSUs awarded to employees will accelerate and vest in full upon a change in control (as defined in the Equity Plan).

Total compensation expense for RSUs was approximately $7.4 million year ended December 31, 2025, and is included in selling, general and administrative costs in the accompanying consolidated statements of operations for the year ended December 31, 2025.

The unamortized compensation cost related to RSUs of approximately $12.1 million as of December 31, 2025 is expected to be recognized over a weighted-average period of approximately 2.0 years.