Flowco (FLOC) Registration Filing summary

Use of proceeds and capital allocation

• IPO proceeds will be used to purchase Common Units from the operating company at a price equal to the IPO price per share, less underwriting discounts, with the company using such proceeds as set forth in the Underwriting Agreement, including for the IPO Unit Redemption.

• If underwriters exercise their option to purchase additional shares, additional Common Units will be acquired from the operating company at the IPO price per share, with proceeds paid in cash, net of additional offering expenses.

Risk factors and disclosures

• Indemnification agreements will be entered into with directors and officers, providing for advancement of expenses and indemnification to the fullest extent permitted by law.

• The company maintains a general liability insurance policy covering directors and officers for acts or omissions in their capacities.

• Underwriting agreements will include indemnification provisions for directors, officers, and controlling persons.

Management team and governance

• The board will initially consist of seven directors, with GEC and White Deer entitled to designate directors based on their ownership percentages.

• GEC may designate up to two directors and additional independent directors depending on ownership thresholds; White Deer may designate one director if it owns at least 10% of Class A shares.

• Initial directors include representatives from GEC, White Deer, and mutually agreed independent directors, with the CEO also serving as a director.

• Board committees must include a GEC director or a GEC-designated independent director as long as GEC holds at least 20% of Class A shares.

• Special voting rights are granted to GEC and White Deer for certain major corporate actions as long as they meet ownership thresholds.