Flowco Holdings Inc. 8-K

What Happened
Flowco Holdings Inc. announced (Purchase Agreement dated Feb. 1, 2026; press release and investor presentation filed Feb. 2, 2026) that it agreed to buy all issued and outstanding equity of Riverstone Oilfield Services and Equipment, Inc., the parent of Valiant Artificial Lift Solutions, LLC. The aggregate purchase price is approximately $200.0 million, consisting of $170.0 million in cash (subject to adjustments) and 1,454,849 shares of Flowco Class A common stock to be issued at closing. The Acquisition is expected to close in Q1 2026 and is subject to customary closing conditions and regulatory approvals, including expiration/termination of HSR Act waiting periods.

Key Details

• Purchase Agreement date: February 1, 2026; press release and investor presentation filed Feb. 2, 2026.
• Consideration: ~$200.0M total — $170.0M cash + 1,454,849 shares of Class A common stock.
• Closing conditions and timing: Expected in Q1 2026; subject to accuracy of reps & warranties, no material adverse effect, performance of covenants, and HSR clearance; either party may terminate if closing not occurred by March 31, 2026 (subject to breach exceptions).
• Indemnities & insurance: Flowco will obtain and pay for a representations & warranties insurance (RWI) policy; RWI will be the Company’s sole remedy for breaches of the Acquired Company’s reps & warranties except for fraud and certain fundamental reps excluded by the RWI retention/deductible.
• Post-closing arrangements: Seller to receive registration rights for the stock consideration and will be subject to a 180-day lock-up; certain Seller principals and managers will be subject to non-compete, non-solicit and non-hire covenants for three years.

Why It Matters
This is a material acquisition that will require Flowco to fund approximately $170M in cash at closing and will dilute existing shareholders by issuing ~1.45M new shares. The deal also shifts some transactional risk to an RWI policy (paid by Flowco), which limits Flowco’s remedies for acquired-company warranty breaches. Closing remains subject to regulatory approval and other conditions, so investors should watch for HSR clearance, any material adverse developments, and the announced March 31, 2026 outside termination date. Flowco’s Feb. 2 filings (press release and investor presentation) provide the company’s public disclosures on strategic rationale and financial impacts.