v3.26.1
Income Taxes and Tax Receivable Agreement
3 Months Ended
Mar. 31, 2026
Income Tax Disclosure [Abstract]  
Income Taxes and Tax Receivable Agreement

Note 11 – Income Taxes and Tax Receivable Agreement

Provision for Income Taxes

The Company is organized as a corporation for income tax purposes and is subject to federal, state and local taxes on its income, which is primarily sourced from its membership interest in Flowco LLC held for any given reporting period. Flowco LLC is a partnership for U.S. federal and state income tax purposes and is considered as a pass-through entity. As such, its net taxable income and related tax credits, if any, are passed through to its members and included in the members' tax returns. The income or losses attributable to the non-controlling interest holders are not included

in the Company’s federal or state income tax returns. Consequently, the tax effects of the redeemable non-controlling interests are reflected as a permanent difference in the Company’s effective tax rate reconciliation.

For the three months ended March 31, 2026 and the period from January 16, 2025, to March 31, 2025, the Company recorded income tax provision of $4.0 million and $2.6 million, respectively, which includes $0.4 million of Texas margin tax for both periods. The Company’s effective tax rate was 12.8% and 8.9% for the three months ended March 31, 2026 and the period from January 16, 2025, to March 31, 2025, respectively. As the Company had no business transactions or activities prior to the IPO, no income taxes were incurred for the period from January 1, 2025, to January 15, 2025. Significant reconciling items between this effective rate and the U.S. federal statutory tax rate of 21% are primarily related to the absence of taxes on income allocable to redeemable non-controlling interests and additional valuation allowance recorded during the three months ended March 31, 2026.

Tax Receivable Agreement

In connection with the IPO and the Transactions in January 2025, the Company entered into the Tax Receivable Agreement (“TRA”) with the Continuing Equity Owners that provides for the payment by the Company to such the Continuing Equity Owners of 85% of the benefits, that the Company realizes, or is deemed to realize, as a result of (i) future redemptions funded by the Company or exchanges of Common Units of Flowco LLC for the Company’s Class A common stock, and (ii) the Company’s allocable share of existing tax basis acquired in its IPO and other tax benefits related to entering into the TRA.

The TRA liability is calculated by determining the tax basis subject to the TRA and applying a blended tax rate to the basis differences and calculating the resulting iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other expense, net.

During the three months ended March 31, 2026, the Company acquired an aggregate of 12,041,729 Common Units of Flowco LLC in connection with the redemption of Common Units from the Continuing Equity Owners, which resulted in an increase in the tax basis of the Company’s investment in Flowco LLC, subject to the provisions of the TRA (the “Common Unit Conversions”). As a result of this exchange, during the three months ended March 31, 2026, the Company recognized an increase to its deferred tax assets (net of valuation allowance) in the amount of $6.7 million, and corresponding TRA liabilities of $70.5 million, representing 85% of the tax benefits expected to paid out to the Continuing Equity Owners.

As of March 31, 2026, the total amount due under the TRA was $92.4 million and the Company has yet to make its first TRA payment.

Valiant Acquisition

On March 2, 2026, the Company completed the Valiant Acquisition, see Note 3 – Business Combination and Asset Acquisition. The Company accounted for the Valiant Acquisition as a business combination pursuant to ASC 805, which requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their acquisition date fair value. Any excess of consideration transferred over the estimated fair value of assets acquired, net of liabilities assumed, is recorded as goodwill. Additionally, the tax basis of the acquired net assets differed from their respective book bases, which is calculated at their acquisition date fair value. Accordingly, certain assets and liabilities retained their historical tax basis, while their fair values were stepped-up for financial reporting purposes in accordance with ASC 805. This resulted in temporary differences, related to identifiable assets and other fair value adjustments recognized in purchase accounting. As a result of these differences, the Company recorded a deferred tax liability of $22.2 million during the three months ended March 31, 2026, reflecting the future tax consequences of the reversal of these differences. This deferred tax liability is offset by a deferred tax asset recognized in connection with

the Common Unit Conversions, which gives rise to the future tax benefits expected to be realized by the Company. The deferred tax asset exceeds the deferred tax liability described above and, accordingly, the net impact of these items is presented within deferred tax assets in the accompanying condensed consolidated balance sheets.