Flowco Holdings Inc. Reports Fourth Quarter and Full Year 2025 Results

HOUSTON--( BUSINESS WIRE)--Flowco Holdings Inc. (NYSE: FLOC) (“Flowco” or the “Company”), a provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry, today announced financial results for the fourth quarter and full year ended December 31, 2025.

Where presented, the financial results for 2024 represent periods (i) during which Flowco’s operating subsidiary, Flowco MergeCo LLC (“Flowco LLC”), was a privately-owned limited liability company and (ii) prior to the completion of Flowco’s initial public offering in January 2025. Historical financial information for the periods ended in 2024 reflects information for Flowco LLC, and historical financial information presented prior to June 20, 2024 reflects only the historical financial information of Estis Compression LLC (“Estis”) as the accounting predecessor prior to the business combination of Estis, Flowco Production Solutions, LLC and Flogistix, LP and parent entities formed in connection with such business combination (the “2024 Business Combination”).

Key Fourth Quarter 2025 Highlights

Financial Summary

Three Months Ended

Year Ended December 31,

December 31,

2025

September 30,

2025

December 31,

2024

2025

2024

(in thousands)

Revenues

197,213

176,941

185,993

759,719

535,278

Net income

42,985

34,273

22,336

131,655

80,249

Adjusted Net Income (1)

45,734

37,301

28,779

148,802

99,283

Adjusted EBITDA (1)

83,545

76,803

73,779

311,737

223,661

Adjusted EBITDA Margin (1)

42.4

43.4

39.7

41.0

41.8

(1)

Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow are non-GAAP financial measures. See definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures outlined in the reconciliation tables accompanying this press release.

Joe Bob Edwards, President and CEO, commented, “Flowco ended the year with a strong fourth quarter, underscoring a year of consistent execution and differentiated growth across both of our operating segments in a market environment that remained dynamic and at times uncertain. U.S. oil and natural gas production reached record levels during the year, driven in part by operators’ continued focus on maximizing recovery and optimizing existing wells — a trend that directly aligns with Flowco’s production optimization platform.

In the fourth quarter, we maintained our industry-leading margins as anticipated sales growth complemented the strength of our resilient, high-margin rental portfolio. In the fourth quarter and throughout the year, we generated meaningful free cash flow, enabling us to reduce leverage to levels below where we stood prior to our asset transaction in August. This performance reflects the durability of our financial model and our continued focus on disciplined capital allocation.

Subsequent to quarter-end, we announced our agreement to acquire Valiant Artificial Lift Solutions, expanding our artificial lift capabilities and strengthening our ability to deliver the right solution for our customers in each well, every time. The transaction remains subject to customary regulatory approvals, and we expect it to close in the first week of March. We believe this transaction meaningfully expands our addressable market and strengthens our ability to support customers earlier in a well’s producing life and throughout the well lifecycle. As we integrate the business in 2026, we are confident in our ability to drive incremental growth and long-term value while continuing to advance Flowco’s broader production optimization strategy.”

Segment Information

We report our results in two segments, Production Solutions and Natural Gas Technologies. Production Solutions includes the rental, sale and service associated with high pressure gas lift, conventional gas lift and plunger lift, including a range of digital solutions and other production related technologies. Natural Gas Technologies includes the design, manufacture, rental and sale of vapor recovery and natural gas systems. Corporate costs not directly related to either segment are categorized separately.

Segment Financial Information

Three Months Ended

Year Ended December 31,

December 31,

2025

September 30,

2025

December 31,

2024

2025

2024

(in thousands)

Production Solutions

Revenues

127,442

125,596

113,330

497,275

327,805

Adjusted Segment EBITDA (1)

57,477

55,260

49,929

216,670

161,354

Adjusted Segment EBITDA Margin (1)

45.1%

44.0%

44.1%

43.6%

49.2%

Natural Gas Technologies

Revenues

69,771

51,345

72,663

262,444

207,473

Adjusted Segment EBITDA (1)

29,982

25,317

27,802

111,358

66,259

Adjusted Segment EBITDA Margin (1)

43.0%

49.3%

38.3%

42.4%

31.9%

Corporate

Adjusted Segment EBITDA (1)

(3,914)

(3,774)

(3,952)

(16,291)

(3,952)

Adjusted Segment EBITDA Margin (1)

Total

Revenues

197,213

176,941

185,993

759,719

535,278

Adjusted Segment EBITDA (1)

83,545

76,803

73,779

311,737

223,661

Adjusted Segment EBITDA Margin (1)

42.4%

43.4%

39.7%

41.0%

41.8%

(1)

Production Solutions

Fourth quarter 2025 revenue for the Production Solutions segment increased 1.5% from the third quarter of 2025, primarily due to an increase in Surface Equipment revenue. Adjusted Segment EBITDA increased 4.0% quarter over quarter for the same period, with Adjusted Segment EBITDA Margin increasing 110 basis points. The increase in Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin resulted from a decrease in SG&A in the segment and a favorable revenue mix quarter over quarter.

Natural Gas Technologies

Fourth quarter 2025 revenue for the Natural Gas Technologies segment increased 35.9% from the third quarter of 2025, primarily due to an increase in Vapor Recovery and Natural Gas Systems sales. Adjusted Segment EBITDA increased 18.4% quarter over quarter for the same period, with Adjusted Segment EBITDA Margin decreasing 634 basis points due to a revenue mix shift toward sales.

Corporate

Corporate Adjusted Segment EBITDA for fourth quarter 2025 was $(3.9) million, compared to $(3.8) million Corporate Adjusted Segment EBITDA in the third quarter of 2025.

Balance Sheet & Liquidity

As of February 20, 2026, the Company had outstanding borrowings under its senior secured revolving credit facility (“Credit Agreement”) of $142.0 million and, with a current borrowing base of $722.1 million, had availability under the Credit Agreement of $579.6 million. The Company intends to use a portion of such availability to fund the cash consideration payable at the closing of its acquisition of Valiant Artificial Lift Solutions, which is expected to total approximately $170.0 million, subject to customary adjustments in accordance with the purchase agreement.

Dividend Declaration

On January 30, 2026, Flowco announced that its Board of Directors had declared a quarterly cash dividend of $0.08 per share of Class A common stock payable on February 25, 2026 to Class A common stockholders of record as of the close of business on February 13, 2026. Flowco MergeCo LLC, the Company’s operating subsidiary, will make a corresponding distribution of $0.08 per unit to holders of its common units.

Conference Call and Webcast Information

Flowco will host a conference call on Thursday, February 26, 2026, at 8:00 am Eastern Time to discuss fourth quarter and full year 2025 results. The conference call can be accessed live over the phone by dialing 1-877-704-4453 (for the U.S.) or 1-201-389-0920 (for International). A telephonic replay of the conference call will be available two hours after the call and can be accessed by dialing 1-844-512-2921 (for the U.S.) or 1-412-317-6671 (for International). The passcode for the call and replay is 13758392. A live webcast of the conference call will also be available under the Investor Relations section of Flowco’s website at ir.flowco-inc.com.

About Flowco

Flowco is a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. The company’s products and services include a full range of equipment and technology solutions that enable oil and natural gas producers to efficiently and cost-effectively maximize the profitability and economic lifespan of their assets.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release may be forward-looking statements. These statements generally relate to future events or our future financial or operating performance, and include, but are not limited to: statements regarding guidance or estimates related to the Company’s results of operations or financial condition; industry trends, customer demand and industry outlook, and effects on Flowco’s operations; Flowco’s strategies and plans, including matters relating to the Company growth, capital expenditures, dividend policies, and leverage profile. When used in this press release, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Flowco believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These risks and uncertainties are described further in our annual report on Form 10-K for the year ended December 31, 2024 and our quarterly report for the period ended September 30, 2025 filed with the Securities and Exchange Commission. Flowco undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Flowco Holdings Inc.

Condensed Consolidated Statement of Operations

Three Months Ended

Twelve Months Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

(in thousands except share and per share amounts)

Revenues:

Rentals

111,592

106,966

91,705

417,958

276,687

Sales

85,621

69,975

94,288

341,761

258,591

Total revenues

197,213

176,941

185,993

759,719

535,278

Operating expenses:

Cost of rentals (exclusive of depreciation

and amortization disclosed separately

below)

30,593

29,295

25,538

114,341

74,494

Cost of sales (exclusive of depreciation

and amortization disclosed separately

below)

59,176

44,888

65,857

232,209

189,930

Selling, general and administrative

expenses

26,380

28,980

26,249

118,577

62,453

Depreciation and amortization

38,601

38,953

34,360

144,838

90,862

Loss on sale of equipment

487

232

742

797

Income from operations

41,976

34,593

33,919

149,012

116,742

Other expenses:

Interest expenses

(4,372

)

(2,757

)

(10,171

)

(18,939

)

(32,345

)

Loss on debt extinguishment

—

(221

)

Other income (expenses), net

219

229

(943

)

740

(2,756

)

Total other expenses

(4,153

)

(2,528

)

(11,114

)

(18,199

)

(35,322

)

Income before provision for income taxes

37,823

32,065

22,805

130,813

81,420

Income tax benefit (provision)

5,162

2,208

(469

)

842

(1,171

)

Net income

42,985

34,273

22,336

131,655

80,249

Net income attributable to redeemable

non-controlling interests

25,747

21,756

90,257

Net income attributable to Flowco

Holdings Inc.

17,238

12,517

41,398

Earnings per share (1):

Basic

0.62

0.46

1.53

Diluted

0.41

0.32

1.24

Weighted average shares outstanding (1):

Basic

28,766,587

27,445,906

26,977,063

Diluted

90,064,283

90,661,805

90,673,021

(1)

The calculations of basic and diluted earnings per share and weighted average shares of common stock outstanding cover the periods after January 16, 2025, which are the periods following the Company's initial public offering and the related reorganization transactions, through the end of fourth quarter 2025.

Flowco Holdings Inc.

Condensed Consolidated Balance Sheets

As of

December 31,

2025

December 31,

2024

(in thousands except share and per share amounts)

Assets

Current assets:

Cash and cash equivalents

4,522

4,615

Accounts receivable, net of allowances for credit losses of $1,079

and $1,169, respectively

100,465

120,353

Inventory

149,590

151,179

Prepaid expenses and other current assets

5,615

9,982

Total current assets

260,192

286,129

Property, plant and equipment, net

797,534

702,616

Operating lease right-of-use assets

17,556

19,480

Finance lease right-of-use assets

25,861

21,871

Intangible assets, net

273,437

302,522

Goodwill

249,692

Deferred tax asset

16,692

—

Other assets

5,387

6,639

Total assets

1,646,351

1,588,949

Liabilities, redeemable non-controlling interests and stockholders'/members' equity

Current liabilities:

Accounts payable

22,827

31,321

Accrued expenses

26,909

33,829

Current portion of operating lease obligations

8,004

6,809

Current portion of finance lease obligations

12,895

7,837

Deferred revenue

7,376

8,002

Total current liabilities

78,011

87,798

Long-term liabilities:

Long-term debt, net

167,819

635,916

Tax receivable agreement liability

21,952

—

Operating lease obligations, net of current portion

9,783

12,739

Finance lease obligations, net of current portion

10,862

13,389

Total long-term liabilities

210,416

662,044

Total liabilities

288,427

749,842

Commitments and contingencies

Redeemable non-controlling interests

1,129,298

—

Members' equity:

Members' equity

—

839,107

Total members' equity

—

839,107

Stockholders' equity:

Class A common stock, $0.0001 par value – 300,000,000 shares authorized; 29,091,960 shares issued and outstanding as of December 31, 2025; no such shares authorized, issued or outstanding as of December 31, 2024.

—

Class B common stock, $0.0001 par value – 150,000,000 shares authorized; 60,562,983 shares issued and outstanding as of December 31, 2025; no such shares authorized, issued or outstanding as of December 31, 2024.

—

Additional paid-in capital

69,279

—

Retained earnings

159,338

—

Total stockholders' equity to Flowco Holdings Inc.

228,626

—

Total liabilities, redeemable non-controlling interests and members'/stockholders' equity

1,646,351

1,588,949

Flowco Holdings Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

(in thousands)

Cash flows from operating activities

Net income

42,985

131,655

80,249

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

38,601

144,838

90,862

Provision for inventory obsolescence

201

1,837

1,809

Amortization of operating right-of-use assets

3,200

9,827

4,326

Amortization of deferred financing costs

337

1,349

714

Loss on sale of equipment

487

742

797

Loss on debt extinguishment

—

221

Gain on lease termination

(153

)

(944

)

(958

)

Stock-based compensation

1,556

11,026

992

Provision for deferred income taxes

(5,162

)

(5,942

)

—

Allowance for credit losses

(536

)

1,015

636

Changes in operating assets and liabilities:

Accounts receivable

19,041

18,873

(15,487

)

Inventory

9,499

(76

)

21,920

Prepaid expenses and other current assets

2,053

4,367

(3,029

)

Other assets and liabilities

)

(82

)

864

Accounts payable - trade

(9,501

)

(8,493

)

739

Accrued expenses

(7,290

)

(6,931

)

(4,246

)

Deferred revenue

(5,162

)

(626

)

(4,292

)

Operating lease liabilities

(3,496

)

(9,913

)

864

Finance lease liabilities

524

1,848

2,402

Net cash provided by operating activities

87,176

294,370

179,383

Cash flows used in investing activities

Asset acquisition

—

(71,813

)

(7,000

)

Additions to property, plant and equipment

(24,004

)

(127,287

)

(90,494

)

Payment of contingent consideration related to a business combination

—

(548

)

—

Proceeds from sale of property, plant and equipment

467

166

Net cash acquired in 2024 Business Combination

—

3,088

Payment for capitalized patent costs

(137

)

(571

)

(193

)

Net cash used in investing activities

(24,108

)

(199,752

)

(94,433

)

Cash flows used in financing activities

Issuance of Class A common stock in IPO, net of underwriting discount

—

461,803

—

Payment of offering costs

—

(2,458

)

—

Repurchase of Class A common stock

—

(15,000

)

—

Payments on long-term debt

(207,887

)

(1,114,672

)

(296,009

)

Proceeds from long-term debt

153,077

646,574

459,683

Payments on finance lease obligations

(3,919

)

(14,965

)

(7,503

)

Proceeds on finance lease terminations

120

469

715

Purchase of LLC Interests from Continuing Equity Owners

—

(20,876

)

—

Payment of debt issuance costs

—

(13

)

(6,708

)

Payment of dividend equivalent units

—

(10

)

—

Payment of tax withheld on stock-based compensation

—

(296

)

—

Distributions to members of Flowco LLC

(4,845

)

(28,548

)

(230,513

)

Dividends paid to Flowco Holdings Inc. shareholders

(2,327

)

(6,719

)

—

Net cash provided by (used in) financing activities

(65,781

)

(94,711

)

(80,335

)

Net increase (decrease) in cash and cash equivalents

(2,713

)

(93

)

4,615

Cash and cash equivalents

Beginning of period

7,235

4,615

—

End of period

4,522

4,615

Non-GAAP Financial Measures

In addition to our results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company uses non-GAAP financial measures, such as Adjusted Net Income, EBITDA, Adjusted EBITDA and Free Cash Flow, as well as Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin, in this press release to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results provides management additional insight on the consolidated financial performance from period to period to project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our management and investors with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this press release. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Similarly, Free Cash Flow does not represent our residual cash flow for discretionary expenditures, since the calculation of this measure does not reflect certain debt service requirements or certain other non-discretionary expenditures. Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The Company urges investors to review the reconciliation and not to rely on any single financial measure to evaluate our business.

Adjusted Net Income

Adjusted Net Income is a non-GAAP measure that we define as net income (loss) adjusted to eliminate the impact of (i) transaction-related expenses, (ii) share-based compensation, (iii) loss on the sale of equipment, (iv) loss on debt payments and (v) changes to the value of our inventory. Adjusted Net Income is a supplemental non-GAAP financial measure used by management, our stockholders and others to provide visibility on the profitability and financial strength of the Company by excluding certain expenses related to non-recurring Company transactions.

Reconciliation from net income to Adjusted Net Income is set forth as follows:

Three Months Ended

Twelve Months Ended December 31,

December 31,

2025

September 30,

2025

December 31,

2024

2025

2024

(in thousands)

Net income

42,985

34,273

22,336

131,655

80,249

Transaction related expenses (1)

705

—

2,727

1,204

5,810

Share-based compensation expense (2)

1,557

1,479

483

9,668

992

Non-recurring charges (3)

—

1,317

—

5,219

—

Loss on sale of equipment

487

232

742

797

Loss on debt extinguishment

—

221

Inventory valuation adjustments (4)

—

3,163

314

11,214

Adjusted Net Income

45,734

37,301

28,779

148,802

99,283

(1)

Represents the transaction-related expenses as part of the 2024 Business Combination, non-capitalizable IPO related costs and business combination expenses associated with the Valiant acquisition, which were expensed as incurred and included in the consolidated statements of operations.

(2)

Reflects non-cash compensation expense for equity-based awards to our employees and non-employee directors for the periods presented.

(3)

Represents (i) one-time charge for a settlement expense related to a lawsuit for the three months ended September 30, 2025, and (ii) termination benefits and related expenses and the costs associated with the re-purposing of one of our manufacturing facilities in Pampa, TX for the three months ended June 30, 2025.

(4)

Reflects non-cash adjustment related to inventory fair value step-up from the 2024 Business Combination which has been included in cost of sales.

Adjusted EBITDA and Adjusted EBITDA margin

We define EBITDA as net income, adjusted to exclude interest expense, provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted to exclude (i) share-based compensation expense, (ii) business combination-related expenses and (iii) other non-cash and non-recurring expenses.

EBITDA and Adjusted EBITDA are key performance indicators we use in evaluating our operating performance and in making financial, operating and planning decisions. In particular, the exclusion of certain expenses in calculating EBITDA and Adjusted EBITDA provides additional visibility on operating performance across reporting periods by removing the effect of non-cash and/or non-recurring expenses. Accordingly, we believe that this measure provides useful information to our stockholders and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Reconciliation from net income to EBITDA and Adjusted EBITDA are set forth as follows:

Three Months Ended

Twelve Months Ended

December 31,

2025

September 30,

2025

December 31,

2024

2025

2024

(in thousands)

Net income

42,985

34,273

22,336

131,655

80,249

Interest expense

4,372

2,757

10,171

18,939

32,345

Income tax benefit (provision)

(5,162)

(2,208)

469

(842)

1,171

Depreciation and amortization

38,601

38,953

34,360

144,838

90,862

EBITDA

80,796

73,775

67,336

294,590

204,627

Transaction related expenses (1)

705

—

2,727

1,204

5,810

Share-based compensation expense (2)

1,557

1,479

483

9,668

992

Non-recurring charges (3)

—

1,317

—

5,219

—

Loss on sale of equipment

487

232

742

797

Loss on debt extinguishment

—

221

Inventory valuation adjustments (4)

—

3,163

314

11,214

Adjusted EBITDA

83,545

76,803

73,779

311,737

223,661

(1)

(2)

Reflects non-cash compensation expense for equity-based awards to our employees and non-employee directors for the periods presented.

(3)

(4)

Reflects non-cash adjustment related to inventory fair value step-up from the 2024 Business Combination which has been included in cost of sales.

Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin

In addition to business segment profit or loss, our management also evaluates Adjusted Segment EBITDA, which is presented on a business unit level for purposes of allocating resources and evaluating operating and financial performance. As discussed above, the Company operates and manages its business units in the following two operating and reporting segments:

We define Adjusted Segment EBITDA as segment net income, as adjusted in the same manner as defined for EBITDA and Adjusted EBITDA above. Reconciliation from segment net income, which includes direct segment costs but excludes corporate costs not directly related to either segment, to Adjusted Segment EBITDA is set forth as follows:

Three Months Ended

Twelve Months Ended December 31,

December 31,

2025

September 30,

2025

December 31,

2024

2025

2024

(in thousands)

Production Solutions

Net income

33,236

31,734

29,712

126,678

73,385

Interest expense

219

(1,651)

(3,031)

963

13,455

Income tax benefit (provision)

(25)

—

356

239

770

Depreciation and amortization

22,832

23,577

20,198

84,215

61,475

EBITDA

56,262

53,660

47,235

212,095

149,085

Transaction related expenses (1)

705

—

705

1,028

Share-based compensation expense (2)

—

329

1,280

700

Non-recurring charges (3)

—

1,317

—

1,317

—

(Gain) loss on sale of equipment

510

283

959

784

Loss on debt extinguishment

—

(221)

—

Inventory valuation adjustments (4)

—

2,545

314

9,757

Adjusted Segment EBITDA

57,477

55,260

49,929

216,670

161,354

Natural Gas Technologies

Net income

14,037

9,774

14,542

46,672

29,519

Interest expense

207

224

(1,816)

857

3,135

Income tax benefit (provision)

—

113

142

401

Depreciation and amortization

15,761

15,369

14,162

60,596

29,387

EBITDA

30,005

25,368

27,001

108,267

62,442

Transaction related expenses (1)

—

2,055

Share-based compensation expense (2)

—

154

2,308

292

Non-recurring charges (3)

—

1,000

—

(Gain) loss on sale of equipment

(23)

(51)

(217)

Inventory valuation adjustments (4)

—

618

—

1,457

Adjusted Segment EBITDA

29,982

25,317

27,802

111,358

66,259

Corporate

Net income

(4,288)

(7,235)

(21,918)

(41,695)

(22,655)

Interest expense

3,946

4,184

15,018

17,119

15,755

Income tax benefit (provision)

(5,137)

(2,209)

—

(1,223)

—

Depreciation and amortization

—

EBITDA

(5,471)

(5,253)

(6,900)

(25,772)

(6,900)

Transaction related expenses (1)

—

2,727

499

2,727

Share-based compensation expense (2)

1,557

1,479

—

6,080

—

Non-recurring charges (3)

—

2,902

—

(Gain) loss on sale of equipment

—

Loss on debt extinguishment

—

221

—

221

Inventory valuation adjustments (4)

—

Adjusted Segment EBITDA

(3,914)

(3,774)

(3,952)

(16,291)

(3,952)

Total Adjusted EBITDA

83,545

76,803

73,779

311,737

223,661

(1)

(2)

Reflects non-cash compensation expense for equity-based awards to our employees and non-employee directors for the periods presented.

(3)

Represents (i) one-time charge for a settlement expense related to a lawsuit for the three months ended September 30, 2025 (Production Solutions) and (ii) termination benefits and related expenses (Corporate) and the costs associated with the re-purposing of one of our manufacturing facilities in Pampa, TX (Natural Gas Technologies) for the three months ended June 30, 2025.

(4)

Reflects non-cash adjustment related to inventory fair value step-up from the 2024 Business Combination which has been included in cost of sales.

Free Cash Flow

Free Cash Flow is a non-GAAP measure that we define as cash flow provided by operating activities less additions to property, plant and equipment (which includes both maintenance and growth capital expenditures, but excludes asset acquisitions of a business, and excludes other business acquisitions and equity investments). Management believes this information is important to provide because it is used by management to evaluate the Company’s operational performance and trends between periods and to manage our business. Management also believes this information may be useful to investors and analysts to gain a better understanding of the Company’s results of ongoing operations. Free Cash Flow is not intended to replace GAAP financial measures. A reconciliation of net cash provided by operating activities to Free Cash Flow, as well as Free Cash Flow (Deficit) after Asset Acquisition, is set forth as follows:

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

(in thousands)

Net cash provided by operating activities

87,176

294,370

179,383

Additions to property, plant and equipment

(24,004

)

(127,287

)

(90,494

)

Free Cash Flow

63,172

167,083

88,889

Asset acquisition

—

(71,813

)

(7,000

)

Free Cash Flow (Deficit) after Asset Acquisition

63,172

95,270

81,889