Talton Brooks Mims III 4

What Happened Talton Brooks Mims III, EVP of Natural Gas Technologies at Flowco Holdings Inc. (FLOC), converted derivative securities (Paired Interests) into 100,000 shares of Class A common stock on February 27, 2026. The Form 4 shows an acquisition of 100,000 Class A shares (conversion) and a corresponding disposal entry for 100,000 derivative/paired interests recorded at $0.00 — indicating the Paired Interests were exchanged/cancelled rather than sold for cash.

Key Details

• Transaction date: 2026-02-27 (reported on Form 4 filed 2026-03-02). Filing appears timely (within the SEC’s two-business-day rule).
• Transaction type/code: Conversion of derivative security (Code C).
• Shares acquired: 100,000 Class A common shares (price N/A for acquisition).
• Disposal: 100,000 derivative/paired interests recorded at $0.00 (no cash proceeds).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: The 100,000 shares were acquired upon redemption/exchange of 100,000 Common Units paired with Class B common stock (a “Paired Interest”). Under the LLC agreement, each Paired Interest is exchangeable for one Class A share (or, at the issuer’s election, cash), and the corresponding Class B shares are generally cancelled on exchange.

Context

• This was a conversion/exchange of company units/paired interests into Class A common stock, not an open-market purchase or sale. The $0 disposal entry reflects cancellation of the Paired Interests rather than a cash sale.
• Conversions like this change the insider’s count of publicly traded Class A shares but do not necessarily signal a purchase funded with new cash; they reflect restructuring of existing unit/share holdings per the company’s LLC agreement.