Flowco Holdings Inc. filed SEC Form 8-K: Shareholder Director Nominations

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 30, 2026

Flowco Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

(713) 997-4877

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.08 Shareholder Director Nominations.

On January 30, 2026, the Board of Directors of Flowco Holdings Inc. (the “Company”) determined that the date of its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be May 7, 2026. The Annual Meeting will be a virtual-only meeting conducted via remote communications. The time and meeting website information for the Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting, which will be filed prior to the Annual Meeting with the Securities and Exchange Commission (“SEC”).

The record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof will be March 9, 2026.

Due to the fact that the Company did not hold an annual meeting the previous year, the Company is providing the due date for submissions of any qualified stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and for any stockholder nomination or proposal outside of Rule 14a-8.

In accordance with Rule 14a-8(e) under the Exchange Act, and the Company’s amended and restated bylaws (the “Bylaws”), the deadline for receipt of stockholder proposals for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 will be February 15, 2026. Stockholder proposals must be received not later than the close of business on February 15, 2026 at the Company’s principal executive offices at 1300 Post Oak Blvd., Suite 450, Houston, Texas 77056, attention Secretary, and comply with all of the applicable requirements set forth in the rules and regulations of the SEC, under the Exchange Act, and the Bylaws.

In order for a stockholder proposal made outside of Rule 14a-8 under the Exchange Act or the nomination of a candidate for director to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act in respect of the Annual Meeting and in compliance with the provisions of the Bylaws, such proposal or nomination must be received by the Company at its principal executive offices at the address set forth above not later than February 15, 2026 and comply with all of the applicable requirements set forth in the rules and regulations of the SEC, under the Exchange Act, and the Bylaws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.