Flowco Holdings Inc.: acquires Lifting Solutions for C$159,000,000

What happened

• Flowco Holdings Inc reported that its wholly owned subsidiary, Lifting Solutions Holdings Canada Corp., entered into a Share Purchase Agreement and agreed to purchase all issued and outstanding equity interests of Lifting Solutions Energy Services Inc. for C$159,000,000 in cash, subject to customary adjustments. The execution of the Purchase Agreement and the closing of the Acquisition occurred simultaneously on Oct 2, 2026.

Key details

• Purchase price: C$159,000,000 in cash; transaction structured on a cash-free, debt-free basis and funded with borrowings under Flowco’s 5-year senior secured revolving credit facility.
• Earnout: sellers are eligible for a one-time contingent earnout payment of up to C$10,000,000 based on EBITDA for the period Jan 1, 2027 through Dec 31, 2027; earnout threshold C$32,000,000 and earnout cap C$36,800,000; any earnout payment is payable no later than Mar 31, 2028.
• Indemnities and insurance: the Purchase Agreement includes customary representations, warranties and indemnities; a representations and warranties insurance (RWI) policy was obtained, with a C$400,000 deductible for certain claims and the cost of the RWI policy borne equally by Buyer and the Sellers.
• Flowco furnished a press release and posted an investor presentation on Oct 2, 2026, disclosed under Item 7.01.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) reports the Purchase Agreement and related transaction terms. Item 7.01 (Regulation FD disclosure) reports the press release and investor presentation posted on Oct 2, 2026. A filing does not show why the insider traded or why the company acted.