Ezell Ryan Gillis 4

4 · FLOTEK INDUSTRIES INC/CN/ · Filed Feb 26, 2026

AI-generated summary of this filing

Updated Feb 26, 2026

Flotek (FTK) CEO Ezell Gillis Receives Awards, Withholds 12,126 Shares

What Happened

Ezell Ryan Gillis, Flotek Industries CEO and director, received awards/vested restricted stock units totaling 103,453 shares (grants priced $0.00) on 2026-02-24. On the same date 12,126 shares were disposed at $16.02 per share to satisfy tax withholding, generating proceeds/withholding of $194,259.
The awards include a mix of restricted stock units and performance‑based restricted stock units (one of the recorded acquisitions is a derivative PRSU).

Key Details

Transaction date: 2026-02-24; Form 4 filed 2026-02-26 (timely filing).
Acquisitions (code A): 30,263 shares @ $0.00; 36,595 shares @ $0.00; 36,595 shares @ $0.00 (one of these noted as a derivative PRSU).
Disposition (code F — tax withholding): 12,126 shares @ $16.02 = $194,259.
Footnotes: 263 of the shares were acquired under the 2012 Employee Stock Purchase Plan (ESPP) and are exempt under Rule 16b‑3; some shares were awarded upon satisfaction of prior performance criteria; certain RSUs vest in three equal annual installments.
Shares owned after the transactions: not specified in the provided filing.

Context

The 12,126‑share disposition is reported as a tax withholding action (routine), not an open‑market sale for investment reasons. One award is a PRSU (performance‑based) that vests only if performance and continued‑employment conditions are met (half tied to Adjusted EBITDA targets for 2026–2027 with continued employment through 12/31/2028; half tied to relative total shareholder return vs. a Russell 2000 oil index measured through 12/31/2028).

Form 4

Period: 2026-02-24

DirectorCEO

Transactions

Award
Common Shares
[F1][F2]
2026-02-24+30,263→ 235,668 total
Tax Payment
Common Shares
2026-02-24$16.02/sh−12,126$194,259→ 223,542 total
Award
Common Shares
[F3]
2026-02-24+36,595→ 260,137 total
Award
Performance Based Restricted Stock Unit
[F4]
2026-02-24+36,595→ 36,595 total
→ Common Stock (36,595 underlying)

Footnotes (4)

[F1]Includes 263 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period commencing October 1, 2025. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c).
[F2]The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units previously granted on October 30, 2024.
[F3]Restricted stock units that vest in three equal annual installments.
[F4]Each Performance Based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of Flotek Industries, Inc. common stock, subject to the following conditions. Up to half of the PRSUs will vest if, and to the extent, the Company's Adjusted EBITDA meets or exceeds certain thresholds during the performance period of January 1, 2026 to December 31, 2027, subject to continued employment through December 31, 2028. Up to half of the PRSUs will vest, if, and to the extent, the Company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services, measured over a performance period from January 1, 2026 through December 31, 2028, meets or exceeds certain thresholds.

Signature

/s/ J. Bond Clement as attorney-in-fact|2026-02-26

1 file