10-Q

UNITED STATES<br>SECURITIES AND EXCHANGE COMMISSION<br>Washington, D.C. 20549
FORM 10-Q
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2026
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to
	Commission File Number 1-13270
FLOTEK INDUSTRIES, INC.
---
(Exact name of registrant as specified in its charter)
Delaware	90-0023731
---	---
(State of other jurisdiction of<br>incorporation or organization)	(I.R.S. Employer<br>Identification No.)
5775 N. Sam Houston Parkway W., Suite 400, Houston, TX	77086
(Address of principal executive offices)	(Zip Code)

(713) 849-9911

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	FTK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐

Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

At May 4, 2026, there were 36,177,483 outstanding shares of the registrant’s common stock, $0.0001 par value.

TABLE OF CONTENTS

Forward-Looking Statements		3
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	4
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	7
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.	Controls and Procedures	32
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q (this “Quarterly Report”), unless the context otherwise requires, the terms “Flotek,” the "Company," "we," "us" and "our" refer to Flotek Industries, Inc. and its wholly-owned subsidiaries.

This Quarterly Report on Form 10-Q, and in particular, Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts, but instead represent the current assumptions and beliefs regarding future events of Flotek, many of which, by their nature, are inherently uncertain and outside the Company’s control. Such statements include, but are not limited to, estimates, projections, and statements related to the Company’s business plan or performance under the ProFrac Agreement (defined below) or Lease Agreement (defined below), objectives, expected operating results, and assumptions upon which those statements are based. The forward-looking statements contained in this Quarterly Report are based on information available as of the date of this Quarterly Report.

The forward-looking statements relate to future industry trends and economic conditions, forecast performance or results of current and future initiatives and the outcome of contingencies and other uncertainties that may have a significant impact on the Company’s business, future operating results and liquidity. These forward-looking statements generally are identified by words including but not limited to, “anticipate,” “believe,” “estimate,” “commit,” “budget,” “aim,” “potential,” “schedule,” “continue,” “intend,” “expect,” “plan,” “forecast,” “target,” “think,” “likely,” “project” and similar expressions, or future-tense or conditional constructions such as “will,” “may,” “should,” “could” and “would,” or the negative thereof or other variations thereon or comparable terminology. The Company cautions that these statements are merely predictions and are not to be considered guarantees of future performance. Forward-looking statements may also include statements regarding the anticipated performance under long-term supply or lease agreements or amendments thereto and the potential value thereof or potential revenue or liquidated damages thereunder. Forward-looking statements are based upon current expectations and assumptions that are subject to risks and uncertainties that can cause actual results to differ materially from those projected, anticipated or implied.

A detailed discussion of potential risks and uncertainties that could cause actual results and events to differ materially from forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A — “Risk Factors” of the Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report” or “2025 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026 and Part II, Item 1A — “Risk Factors” in this Quarterly Report, and periodically in subsequent reports filed with the SEC. The Company has no obligation, and we disclaim any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law.

In certain places in this Quarterly Report on Form 10-Q, we may refer to statements provided by third parties that purport to describe trends or developments in supply chain or energy exploration and production activity and we specifically disclaim any responsibility for the accuracy and completeness of such information and have undertaken no steps to update or independently verify such information.

The following information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part 1, Item 1 of this Quarterly Report on Form 10-Q and related disclosures and our 2025 Annual Report.

Item 1. Financial Statements

FLOTEK INDUSTRIES INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	5,676	$	5,731
Restricted cash	104		104
Accounts receivable, net of allowance for credit losses of $820 and $764 at March 31, 2026 and December 31, 2025, respectively	21,794		19,043
Accounts receivable, related party, net of allowance for credit losses of $0 at March 31, 2026 and December 31, 2025	61,023		64,204
Equipment credit, related party	11,782		—
Inventories, net	14,303		10,629
Other current assets	2,709		3,445
Current contract asset	8,402		7,621
Total current assets	125,793		110,777
Long-term contract asset	52,102		55,115
Property and equipment, net	21,912		20,344
Right-of-use assets	2,895		3,083
Deferred tax assets, net	27,580		29,152
Other long-term assets	1,561		1,578
TOTAL ASSETS	$	231,843	$	220,049
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	52,566	$	48,317
Accrued liabilities	8,771		7,256
Income taxes payable	295		258
Interest payable, related party	986		1,008
Current portion of operating lease liabilities	1,287		1,251
Current portion of finance lease liabilities	156		153
Asset-based loan	4,666		3,332
Total current liabilities	68,727		61,575
Note payable - related party, net of deferred financing costs	39,608		39,584
Long-term operating lease liabilities	5,149		5,608
Long-term finance lease liabilities	184		224
TOTAL LIABILITIES	113,668		106,991
Stockholders’ equity:
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding	—		—
Common stock, $0.0001 par value, 240,000,000 shares authorized; 37,390,332 shares issued and 36,174,338 shares outstanding at March 31, 2026; 31,320,960 shares issued and 30,130,480 shares outstanding at December 31, 2025	4		3
Additional paid-in capital	435,838		434,964
Accumulated other comprehensive income	130		96
Accumulated deficit	(281,116)		(285,780)
Treasury stock, at cost; 1,215,994 and 1,190,480 shares at March 31, 2026 and December 31, 2025, respectively	(36,681)		(36,225)
Total stockholders’ equity	118,175		113,058
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	231,843	$	220,049

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

4

FLOTEK INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended March 31,
		2026		2025
Revenue:
Revenue from external customers		$	18,165	$	24,423
Revenue from related party		51,886		30,939
Total revenues		70,051		55,362
Cost of sales		54,510		42,913
Gross profit		15,541		12,449
Operating costs and expenses:
Selling, general, and administrative		6,925		6,282
Depreciation		631		252
Research and development		396		355
Gain on sale of property and equipment		—		(7)
Total operating costs and expenses		7,952		6,882
Income from operations		7,589		5,567
Other expense:
Interest expense		(1,332)		(229)
Other income, net		16		106
Total other expense		(1,316)		(123)
Income before income taxes		6,273		5,444
Income tax expense		(1,609)		(64)
Net income		$	4,664	$	5,380
Income per common share:
Basic		$	0.13	$	0.18
Diluted		$	0.12	$	0.17
Weighted average common shares:
Weighted average common shares used in computing basic income per common share		36,100		29,683
Weighted average common shares used in computing diluted income per common share		38,340		31,752

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

5

FLOTEK INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Three months ended March 31,
		2026		2025
Net income		$	4,664	$	5,380
Other comprehensive income:
Foreign currency translation adjustment		34		(45)
Comprehensive income		$	4,698	$	5,335

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

6

FLOTEK INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(in thousands)

	Three months ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	4,664	$	5,380
Adjustments to reconcile net income to net cash provided by operating activities:
Change in fair value of contingent consideration	—		(125)
Amortization of contract assets	2,232		1,482
Depreciation	631		252
Amortization of deferred financing costs	95		71
Provision for credit losses, net of recoveries	56		66
Provision for excess and obsolete inventory	396		64
Gain on sale of property and equipment	—		(7)
Non-cash lease expense	188		318
Stock compensation expense	824		461
Deferred income tax expense	1,572		14
Changes in current assets and liabilities:
Accounts receivable	(2,808)		(2,489)
Accounts receivable, related party	(9,798)		4,124
Inventories	(4,070)		(354)
Income tax receivable	20		—
Other assets	663		(540)
Accounts payable	4,249		893
Accrued liabilities	1,515		(1,811)
Operating lease liabilities	(423)		(568)
Income taxes payable	37		82
Interest payable, related party	(22)		—
Net cash provided by operating activities	21		7,313
Cash flows from investing activities:
Capital expenditures	(1,002)		(598)
Proceeds from sale of assets	—		7
Net cash used in investing activities	(1,002)		(591)
Cash flows from financing activities:
Payments on long term debt	—		(45)
Proceeds from asset-based loan	55,100		53,345
Payments on asset-based loan	(53,766)		(58,136)
Proceeds from exercise of April 2025 Warrant	1		—
Payments to tax authorities for shares withheld from employees	(456)		(23)
Proceeds from issuance of stock under Employee Stock Purchase Plan	44		31
Proceeds from stock option exercises	6		—
Payments for finance leases	(37)		—
Net cash provided by (used in) financing activities	892		(4,828)
Effect of changes in exchange rates on cash and cash equivalents	34		(45)
Net change in cash and cash equivalents and restricted cash	(55)		1,849
Cash and cash equivalents at the beginning of the period	5,731		4,404
Restricted cash at the beginning of the period	104		102
Cash and cash equivalents and restricted cash at the beginning of the period	5,835		4,506
Cash and cash equivalents at the end of the period	5,676		6,253
Restricted cash at the end of the period	104		102
Cash and cash equivalents and restricted cash at the end of the period	$	5,780	$	6,355

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

7

FLOTEK INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Three Months Ended March 31, 2026
	Common Stock			Treasury Stock			Additional<br>Paid-in<br>Capital		Accumulated<br>Other<br>Comprehensive<br>Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares<br>Issued	Par<br>Value		Shares	Cost
Balance, December 31, 2025	31,321	3		1,190	(36,225)		$	434,964	$	96	$	(285,780)	$	113,058
Net income	—	—		—	—		—		—		4,664		4,664
Foreign currency translation adjustment	—	—		—	—		—		34		—		34
Stock option exercises	2	—		—	—		6		—		—		6
Stock issued under employee stock purchase plan	—	—		(2)	—		44		—		—		44
Restricted stock granted	67	—		—	—		—		—		—		—
Stock compensation expense	—	—		—	—		824		—		—		824
Shares withheld to cover taxes	—	—		28	(456)		—		—		—		(456)
Exercise of April 2025 Warrant (Note 13)	6,000	1		—	—		—		—		—		1
Balance, March 31, 2026	37,390	$	4	1,216	$	(36,681)	$	435,838	$	130	$	(281,116)	$	118,175
Three Months Ended March 31, 2025
---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock			Treasury Stock			Additional<br>Paid-in<br>Capital		Accumulated<br>Other<br>Comprehensive<br>Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares<br>Issued	Par<br>Value		Shares	Cost
Balance, December 31, 2024	30,938	$	3	1,112	$	(34,666)	$	464,620	$	251	$	(316,308)	$	113,900
Net income	—	—		—	—		—		—		5,380		5,380
Foreign currency translation adjustment	—	—		—	—		—		(45)		—		(45)
Stock issued under employee stock purchase plan	—	—		(4)	—		31		—		—		31
Restricted stock forfeited	—	—		3	—		—		—		—		—
Restricted stock vested	3	—		—	—		—		—		—		—
Stock compensation expense	—	—		—	—		461		—		—		461
Shares withheld to cover taxes	—	—		3	(23)		—		—		—		(23)
Balance, March 31, 2025	30,941	$	3	1,114	$	(34,689)	$	465,112	$	206	$	(310,928)	$	119,704

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

8

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Nature of Operations

General

Flotek strives to be the collaborative partner of choice for solutions that reduce the environmental impact of energy on air, water, land and people. An advanced technology-driven, chemical and data analytics company, Flotek seeks to provide unique and innovative solutions to its customers in both the domestic and international energy markets. The Company is committed to delivering products and services that endeavor to maximize customer returns by leveraging chemistry as the common value creation platform.

The Company’s Chemistry Technologies (“CT”) segment designs, develops, manufactures, packages, distributes and markets optimized chemistry solutions that we believe help customers improve their return on invested capital, lower operational costs and realize tangible environmental benefits. The Company’s proprietary chemistries, specialty chemistries, logistics and technology services seek to enable our customers to pursue improved efficiencies and performance throughout the life cycle of their desired chemical applications program. The Company designs, develops, manufactures, packages, distributes and markets optimized chemistry solutions that are designed to accelerate existing sustainability practices to reduce the environmental impact of energy on the air, water, land and people.

The Company’s Data Analytics (“DA”) segment delivers real-time measurement information and insights to its customers designed to enable optimization of operations and reduction of emissions and their carbon intensity. The Company’s technologies are founded upon an industry leading field-deployable, in-line optical near-infrared spectrometer that measures the quality, quantity and composition of hydrocarbon flows. The instrument’s response is processed with advanced chemometrics modeling, artificial intelligence and machine learning algorithms to deliver valuable insights to our customers every 5-15 seconds. We believe customers using our technology may obtain significant benefits, including additional profits, by enhancing operations in crude/condensates stabilization, enhancing blending operations, reducing time impacting transmix operations and increasing efficiencies and optimization of gas plants. The DA segment has expanded its presence in providing mobile power generation solutions through the acquisition and construction of power-generation assets which facilitate the use of significantly lower-cost field gas, as a replacement to diesel, to generate power, lower emissions and protect equipment through the continuous measurement of gas quality.

The DA segment generates revenues through a combination of short and long-term equipment rentals (service revenue) and capital sales (product revenue) both of which are founded on the usage of the segment’s proprietary real-time measurement technologies. Customers of the DA segment span across the oil and gas industry, including oil and gas supermajors, some of the largest midstream oil and gas companies, large gas processing plants, independent exploration and production companies and oil field service companies that provide hydraulic fracturing services.

The Company’s two operating segments, CT and DA, are supported by its Research & Innovation (“R&I”) advanced laboratory capabilities. For further discussion of our operations and segments, see Note 17, “Business Segment, Geographic and Major Customer Information.”

As used herein, “Flotek,” the “Company,” “we,” “our” and “us” refers to Flotek Industries, Inc. and/or the Company’s wholly-owned subsidiaries. The use of these terms is not intended to connote any particular corporate status or relationship.

Note 2 — Summary of Significant Accounting Policies

Please refer to Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements from the 2025 Annual Report for the discussion of significant accounting policies.

Accounts Receivable and Allowance for Credit Losses

Changes in the allowance for credit losses are as follows (in thousands):

	March 31, 2026		December 31, 2025
Balance, beginning of year	$	764	$	447
Charges to provision for credit losses, net of recoveries	56		603
Write-offs	—		(286)
Balance, end of period	$	820	$	764

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026 and December 31, 2025, the Company had not recorded an allowance for credit losses for the related party accounts receivable from ProFrac Services, LLC (“ProFrac Services”) (see Note 16, “Related Party Transactions”).

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the FASB. We evaluate the applicability and impact of all authoritative guidance issued by the FASB. Guidance not listed below was assessed and determined to be either not applicable, clarifications of items listed below, have no material effect on the Company’s financial statements or already adopted by the Company.

New Accounting Standards Issued and Not Adopted as of March 31, 2026

Expense Disaggregation Disclosures

The FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”), which enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements. ASU 2024-03 is effective prospectively or retrospectively for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.

Internal-Use Software Costs

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 eliminates the previously required stage-based model for capitalization of internal-use software costs and now requires capitalization to begin when (i) management authorizes and commits to funding the project, and (ii) it is probable the project will be completed and used as intended. The ASU also clarifies that all capitalized internal-use software, including implementation costs in hosting arrangements, are subject to the disclosure requirements of ASC 360-10.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adoption on our disclosures.

Note 3 — Revenue from Contracts with Customers

Disaggregation of Revenue

The Company differentiates revenue based on whether the source of revenue is attributable to product sales, service revenue or rental income. Product, service and rental revenues include sales to related parties as described in Note 16, “Related Party Transactions.”

Total revenue disaggregated by revenue source is as follows (in thousands):

	Three months ended March 31,
		2026		2025
Revenue:
Products		$	60,621	$	53,625
Services		2,270		1,737
Rental		7,160		—
		$	70,051	$	55,362

Disaggregation of Cost of Sales

The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs that cannot be directly attributed to either tangible goods or services.

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total cost of sales disaggregated is as follows (in thousands):

	Three months ended March 31,
		2026		2025
Cost of sales:
Tangible goods sold		$	48,700	$	38,232
Services		355		179
Other		5,455		4,502
		$	54,510	$	42,913

Other cost of sales represents costs directly associated with the generation of revenue that cannot be attributed directly to tangible goods sold or services. Other cost of sales for the three months ended March 31, 2026 includes $0.8 million, related to the Lease Agreement. Examples of other costs of sales are certain personnel costs and equipment rental and insurance costs.

Cost of sales, disaggregated between external customers and related party, is as follows (in thousands):

	Three months ended March 31,
		2026		2025
Cost of sales:
Cost of sales for external customers		$	14,556	$	21,660
Cost of sales for related party		39,954		21,253
		$	54,510	$	42,913

Note 4 — Contract Assets

Contract assets are as follows (in thousands):

	March 31, 2026		December 31, 2025
Contract assets	$	83,060	$	83,060
Less accumulated amortization	(22,556)		(20,324)
Contract assets, net	60,504		62,736
Less current contract assets	(8,402)		(7,621)
Contract assets, long term	$	52,102	$	55,115

In connection with entering into the Initial ProFrac Agreement (defined below) and First Amendment to ProFrac Agreement (defined below) on February 2, 2022 and May 17, 2022, respectively, as discussed in Note 16, “Related Party Transactions,” the Company recognized contract assets of $10.0 million and $69.5 million, respectively, and associated fees of $3.6 million. As of March 31, 2026 and December 31, 2025, $52.1 million and $55.1 million, respectively, of the contract assets were classified as long term based upon our estimate of the forecasted revenues from the ProFrac Agreement that will not be realized within the next twelve months of the ProFrac Agreement. The Company’s estimate of the timing of the future contract revenues is evaluated quarterly.

During the three months ended March 31, 2026 and 2025, the Company recognized $2.2 million and $1.5 million, respectively, of contract assets amortization that is recorded as a reduction of the transaction price included in related party revenue in the consolidated statement of operations. The table below reflects our estimated amortization per year (in thousands) based on the Company’s forecasted revenues from the ProFrac Agreement as of March 31, 2026.

Years ending December 31,	Amortization
2026 (excluding the first three months)	$	6,238
2027	9,606
2028	10,507
2029	10,507
2030	10,507
Thereafter through May 2032	13,139
Total contract assets	$	60,504

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 — Inventories

Inventories are as follows (in thousands):

	March 31, 2026		December 31, 2025
Raw materials	$	4,459	$	4,821
Finished goods	13,782		9,711
Inventories	18,241		14,532
Less reserve for excess and obsolete inventory	(3,938)		(3,903)
Inventories, net	$	14,303	$	10,629

During the three months ended March 31, 2026 and 2025, additional reserves recorded were $0.4 million and $0.1 million, respectively, for the CT segment and $46 thousand and $13 thousand, respectively, for the DA segment.

Note 6 — Property and Equipment

Property and equipment are as follows (in thousands):

	March 31, 2026		December 31, 2025
Land	$	886	$	886
Land improvements	520		520
Buildings and leasehold improvements	6,594		6,594
Machinery and equipment	10,879		8,804
Leased equipment	14,252		14,252
Furniture and fixtures	570		570
Transportation equipment	851		867
Computer equipment and software	2,075		1,934
Property and equipment	36,627		34,427
Less accumulated depreciation	(14,715)		(14,083)
Property and equipment, net	$	21,912	$	20,344

Depreciation expense totaled $0.6 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.

Note 7 — Leases

The components of lease expense and supplemental cash flow information are as follows (in thousands):

	Three months ended March 31,
		2026		2025
Operating lease expense		$	302	$	491
Finance lease expense:
Amortization of assets		39		—
Interest on lease liabilities		8		—
Total finance lease expense		47		—
Short-term lease expense		574		442
Total lease expense		$	923	$	933
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	686	$	1,081
Operating cash flows from finance leases		63		—
Financing cash flows from finance leases		8		—

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities of lease liabilities as of March 31, 2026 are as follows (in thousands):

Years ending December 31,	Operating Leases		Finance Leases
2026 (excluding first three months)	$	1,332	$	136
2027	1,865		180
2028	1,731		57
2029	1,644		—
2030	1,249		—
Thereafter	54		—
Total lease payments	$	7,875	$	373
Less: Interest	(1,439)		(33)
Present value of lease liabilities	$	6,436	$	340

Supplemental balance sheet information related to leases is as follows (in thousands):

	March 31, 2026			December 31, 2025
Operating Leases
Operating lease right-of-use assets	$	2,569		$	2,718
Current portion of operating lease liabilities	1,287			1,251
Long-term operating lease liabilities	5,149			5,608
Total operating lease liabilities	$	6,436		$	6,859
Finance Leases
Finance lease right-of-use assets	$	326		$	365
Current portion of finance lease liabilities	$	156		$	153
Long-term finance lease liabilities	184			224
Total finance lease liabilities	$	340		$	377
Weighted Average Remaining Lease Term
Operating leases	4.4 years			4.6 years
Finance leases	2.1 years			2.4 years
Weighted Average Discount Rate
Operating leases	9.4		%	9.4		%
Finance leases	9.5		%	9.5		%

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease Agreement Income

The Company recorded income from the Lease Agreement (see Note 16, “Related Party Transactions”) of $6.8 million during the three months ended March 31, 2026. At March 31, 2026, the minimum future lease income related to the Lease Agreement is as follows (in thousands):

Years ending December 31,	Lease Agreement Income
2026 (excluding first three months)	$	20,531
2027	27,375
2028	27,375
2029	27,375
2030 (1)	9,125
Total rental income (through April 2030)	$	111,781

(1)Excludes rental income for the sixth year of the Lease Agreement as rental rates in year six will be determined based on prevailing market rates.

Sublease Income

On April 1, 2023, the Company entered into an agreement to sublease its office and lab space in Houston, Texas beginning September 1, 2023 and continuing through October 30, 2030. The Company recorded rental income from the sublease of $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, which is included in the Company’s statement of operations in Other income (expense), net. Rental income from the sublease offsets the monthly rental expense from the Company’s lease of the facility. Sublease rental income for future years is as follows (in thousands):

Years ending December 31,	Sublease Income
2026 (excluding first three months)	$	575
2027	767
2028	767
2029	767
2030	639
Total rental income	$	3,515

Note 8 — Accrued Liabilities

Current accrued liabilities are as follows (in thousands):

	March 31, 2026		December 31, 2025
Severance costs	$	655	$	750
Payroll and benefits	4,819		4,006
Legal costs	131		85
Deferred revenue	1,670		716
Financed insurance	849		1,431
Other	647		268
Total current accrued liabilities	$	8,771	$	7,256

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — Debt

Asset Based Loan

In August 2023, the Company entered into a 24-month revolving loan and security agreement in connection with an Asset Based Loan, which was amended in October 2023, August 2024 and April 2025 (as amended the “ABL”). The August 2024 amendment to the ABL extended the maturity date to August 2026, increased the credit availability and lowered the interest rate spread.The ABL provides up to $20.0 million of credit availability, which is limited by a borrowing base consisting of (i) 85% of eligible accounts receivable, plus (ii) 60% of the value of eligible inventory not to exceed 100% of the eligible accounts receivable, plus (iii) 60% of the value of certain real estate holdings.

As of March 31, 2026 and December 31, 2025, the Company had $4.7 million and $3.3 million, respectively, outstanding under the ABL. As of March 31, 2026, the Company had approximately $5.4 million of available borrowings under the ABL. During the three months ended March 31, 2026 and 2025, the Company incurred $0.2 million and $0.1 million, respectively, in interest and fees related to the ABL. As of March 31, 2026 and 2025, the Company recorded $0.1 million and $0.2 million, respectively, of unamortized deferred financing costs related to the ABL.

Borrowings under the ABL bear interest at the Wall Street Journal Prime Rate (subject to a floor of 5.50%) plus 2.0% per annum. For the three months ended March 31, 2026 and 2025, the weighted-average interest rate was 8.8% and 9.5%, respectively. The ABL contains an annual commitment fee equal to 1.0% of the ABL’s borrowing base. Additionally, the Company will be assessed a non-usage fee of 0.25% per quarter based on the difference between the average daily outstanding balance and the borrowing base limit of the ABL. If the ABL is terminated prior to the end of its term, the Company is required to pay an early termination fee of 2.5% of the borrowing base limit of the ABL (if terminated with more than 12 months remaining until the maturity date) or 1.5% of the borrowing base limit of the ABL (if terminated with less than 12 months remaining until the maturity date).

The ABL contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the payment of any amounts borrowed. The ABL requires the Company to maintain a minimum Tangible Net Worth (as defined in the ABL) of not less than $11 million. In addition, the ABL provides the lender a blanket security interest on all or substantially all of the Company’s assets, excluding the Acquired Assets (defined below). The Company was in compliance with all of the applicable covenants under the ABL as of March 31, 2026.

Related Party Note Payable

In connection with the PWRtek Transactions (see Note 16, “Related Party Transactions”), a component of the consideration paid by the Company consisted of a secured promissory note in the initial principal amount of $40.0 million (the “PWRtek Note”). The Company recorded $0.5 million as deferred financing costs.

On November 7, 2025, the Company entered into a series of agreements with ProFrac GDM, LLC (“ProFrac GDM”), a subsidiary of ProFrac Holding Corp. (“ProFrac”), in connection with the assignment of the PWRtek Note by ProFrac GDM to PC Energy Credit I LLC, an affiliate of the founders and principal stockholders of ProFrac and entities owned by or affiliated with them and a related party to ProFrac (the “Note Assignment”). To facilitate the Note Assignment, all parties involved agreed to various amendments, which among other things, removed certain restrictions and other conditions that were outlined under the original PWRtek Note.

As of March 31, 2026 and December 31, 2025, amounts outstanding under the PWRtek Note are as follows (in thousands):

	March 31, 2026		December 31, 2025
PWRtek Note payable	$	40,000	$	40,000
Less: unamortized debt issuance cost	(392)		(416)
Total PWRtek Note payable	$	39,608	$	39,584

FLOTEK INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, the fair value of the PWRtek Note approximated the carrying amount.

Principal payment for future years is as follows (in thousands):

Years ending December 31,	Principal Payments
2026	$	—
2027	—
2028	—
2029	—
2030	40,000
Total payment	$	40,000

For the three months ended March 31, 2026, interest expense related to the PWRtek Note was $1.0 million. At both March 31, 2026 and December 31, 2025, interest payable related to the PWRtek Note was $1.0 million and included in interest payable, related party in the condensed consolidated balance sheets.

Note 10 — Fair Value Measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement.

•Level 1 — Quoted prices in active markets for identical assets or liabilities;

•Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs.

Fair Value of Other Financial Instruments

The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accrued liabilities, accrued liabilities - related party, accounts payable and ABL approximate fair value due to the short-term nature of these accounts.

Assets Measured at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets, including property and equipment and operating lease ROU assets, are measured at fair value on a non-recurring basis and are subject to adjustment to their fair value in certain circumstances.

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 — Income Taxes

The income tax provision differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income before income tax for the reasons set forth below (dollars in thousands):

		Three months ended March 31,
	2026
U.S. federal statutory tax rate		$	1,318	21.0	%
State income taxes, net of federal benefit		155		2.5	%
Foreign tax effects		33		0.5	%
Effect of cross-border tax laws		102		1.6	%
Nontaxable or nondeductible items
Stock-based awards		(157)		(2.5)	%
Executive compensation limit		134		2.1	%
Other		24		0.4	%
Income tax expense and effective rate		$	1,609	25.6	%			Three months ended March 31,
---	---	---
		2025
U.S. federal statutory tax rate			$	1,143	21.0	%
State income taxes, net of federal benefit			64		1.2	%
Foreign tax effects			(90)		(1.7)	%
Effect of cross-border tax laws			98		1.8	%
Change in valuation allowance			(1,183)		(21.7)	%
Nontaxable or nondeductible items
Stock-based awards			(2)		(0.1)	%
Executive compensation limit			4		0.1	%
Other			30		0.6	%
Income tax expense and effective rate			$	64	1.2	%

As of March 31, 2026, the Company had U.S. net operating loss carryforwards (“NOLs”) of $183.5 million, including $37.1 million expiring in various amounts from 2029 through 2037, which can offset 100% of taxable income, and $146.4 million that has an indefinite carryforward period, which can offset 80% of taxable income per year. Additionally, the Company has an estimated $76.8 million in certain state NOL carryforwards and $3.2 million in tax credit carryforwards.

As a result of the ownership change experienced in 2023, the Company’s ability to use NOLs to reduce taxable income is generally limited by Section 382 of the Internal Revenue Code of 1986 to an annual amount of $3.5 million plus net unrealized built in gain of $24.5 million. The Company’s use of NOLs arising after the date of the ownership change are not impacted by the Section 382 limitation. NOLs that exceed the Section 382 limitation in any year continue to be allowed as carryforwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. If the Company does not generate a sufficient level of taxable income prior to the expiration of the pre-2018 NOL carryforward periods, then the ability to apply those NOLs as offsets to future taxable income is lost. Based on an analysis of the Section 382 limitation, the Company estimates that all carryforwards with the exception of $0.9 million of the state NOL carryforwards and $3.2 million of the tax credit carryforwards will be available for utilization if there is sufficient taxable income in subsequent periods. Although the ownership change will significantly limit the ability of the Company to utilize the pre-change net operating losses and credits, the Company does not expect a significant impact to its financial statements.

Note 12 — Commitments and Contingencies

Litigation

From time to time, the Company is subject to litigation and other claims that arise in the normal course of business. As of March 31, 2026, the Company was not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of current or future matters cannot be predicted with certainty; an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Commitments and Contingencies

The Company is subject to concentrations of credit risk within trade accounts receivable and related party accounts receivable, as the Company does not generally require collateral as support for trade receivables. In addition, the majority of the Company’s cash is invested in three major U.S. financial institutions and balances often exceed insurable amounts.

Note 13 — Stockholders’ Equity

Pre-Funded Warrants

On June 21, 2022, ProFrac Holdings II, LLC (“ProFrac Holdings II”) paid $19.5 million for Pre-Funded Warrants (the “June 2022 Warrants”) of the Company. The June 2022 Warrants permit ProFrac Holdings II to purchase 2,184,140 shares of the Company’s common stock at an exercise price equal to $0.0001 per share, subject to a $4.5 million exercise fee.

ProFrac Holdings II and its affiliates may not receive any voting or consent rights in respect of the June 2022 Warrants or the underlying shares of common stock unless and until ProFrac Holdings II has paid an additional $4.5 million to the Company; provided, however, that ProFrac Holdings II may exercise the June 2022 Warrants immediately prior to the sale of the shares of common stock subject to such exercise to a non-affiliate of ProFrac Holdings II. The additional $4.5 million will be accounted for as an equity contribution if received.

April 2025 Warrant

A component of the consideration paid for the PWRtek Transactions (see Note 16, “Related Party Transactions”) consisted of a warrant (the “April 2025 Warrant”) to purchase 6,000,000 shares of the Company’s common stock. The April 2025 Warrant had a seven-year term and could be exercised on a cashless basis for nominal consideration. On March 13, 2026, ProFrac GDM exercised the April 2025 Warrant and was issued 6,000,000 shares of the Company’s common stock.

Treasury Stock

The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity. During the three months ended March 31, 2026 and 2025, the Company withheld approximately 28 thousand shares and 3 thousand shares, respectively, of the Company’s common stock at fair market value for payment of income tax withholding owed by employees upon the vesting of restricted shares. Shares issued as restricted stock awards to employees under the 2018 Long-Term Incentive Plan are accounted for as treasury stock when forfeited. During the three months ended March 31, 2025, approximately 3 thousand shares of forfeited stock awards were returned to treasury stock with no corresponding activity for the three months ended March 31, 2026.

Note 14 — Earnings Per Share

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing the adjusted net income by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. For the three months ended March 31, 2026 and 2025, there were no adjustments to net income. Potentially dilutive common share equivalents consist of incremental shares of common stock issuable upon exercise of the June 2022 Warrants and vesting and settlement of stock awards. The dilutive effect of non-vested stock issued under share‑based compensation plans, shares issuable under the Employee Stock Purchase Plan, employee stock options outstanding, and the June 2022 Warrants are computed using the treasury stock method.

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The calculation of the basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 is as follows (in thousands):

	Three months ended March 31,
		2026		2025
Numerator:
Net income for basic and diluted earnings per share		$	4,664	$	5,380
Denominator:
Basic weighted average shares outstanding		36,100		29,683
Dilutive effect of the June 2022 warrants		1,922		1,664
Dilutive effect of stock options and restricted shares		318		405
Diluted weighted average shares outstanding		38,340		31,752
Basic earnings per share		$	0.13	$	0.18
Diluted earnings per share		$	0.12	$	0.17

Note 15— Supplemental Cash Flow Information

Supplemental cash flow information is as follows (in thousands):

	Three months ended March 31,
	2026		2025
Supplemental cash flow information:
Interest paid	$	1,265	$	169
Equipment Credit (Note 16)	$	12,500	$	—
Equipment purchases from ProFrac to offset receivables (1)	$	1,197	$	—

(1)Includes $0.7 million of equipment purchases recorded against the Equipment Credit (as defined in Note 16, “Related Party Transactions”).

Note 16— Related Party Transactions

On February 2, 2022, the Company entered into a long-term supply agreement with ProFrac Services (the “Initial ProFrac Agreement”), upon issuance of $10 million in aggregate principal amount of the convertible notes (the “Contract Consideration Convertible Notes Payable”) to ProFrac Holdings LLC (“ProFrac Holdings”). Under the Initial ProFrac Agreement, ProFrac Services was obligated to order chemicals from the Company at least equal to the greater of (a) the chemicals required for 33% of ProFrac Services’ hydraulic fracturing fleets and (b) a baseline measured by the first ten hydraulic fracturing fleets deployed by ProFrac Services during the term of the Initial ProFrac Agreement. If the minimum volumes are not achieved in any given year, ProFrac Services is required to pay to the Company, as liquidated damages an amount equal to twenty-five percent (25%) of the difference between (i) the aggregate purchase price of the quantity of products comprising the minimum purchase obligation and (ii) the actual purchased volume during such calendar year (“Contract Shortfall Fees”).

On May 17, 2022, the Company entered into an amendment to the Initial ProFrac Agreement (the “First Amendment to ProFrac Agreement”) upon issuance of $50 million in aggregate principal amount of Contract Consideration Convertible Notes Payable. The Initial ProFrac Agreement was amended to (a) increase ProFrac Services’ minimum purchase obligation for each year to the greater of 70% of ProFrac Services’ requirements and a baseline measured by ProFrac Services’ first 30 hydraulic fracturing fleets, and (b) increase the term to 10 years.

On February 2, 2023, the Company entered into a second amendment to the Initial ProFrac Agreement (the “Second Amendment to ProFrac Agreement” and together with the Initial ProFrac Agreement and the First Amendment to ProFrac Agreement, collectively the “ProFrac Agreement”) effective as of January 1, 2023. The Second Amendment to ProFrac Agreement amended the ProFrac Agreement to (1) provide a ramp-up period from January 1, 2023 to May 31, 2023 for ProFrac Services to increase the number of active hydraulic fracturing fleets to 30 fleets, (2) waive any Contract Shortfall Fee payment relating to any potential order shortfall prior to January 1, 2023, (3) add additional fees to certain products, and (4) provide margin increases based on margins with non-ProFrac Services customers.

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 28, 2025, the Company entered into a series of transactions with ProFrac GDM and various subsidiaries of ProFrac (the “PWRtek Transactions”) pursuant to which, among other things, the Company acquired certain mobile power generation assets, certain inventory and related intellectual property (the “Acquired Assets”). Total consideration paid by the Company in connection with the PWRtek Transactions was $107.5 million. Pursuant to an Agreement for Equipment Rental, dated as of April 28, 2025 (the “Lease Agreement”), ProFrac GDM agreed to lease from PWRtek, for a period of six years, twenty-two operating mobile power generation assets, comprised of fourteen digitally enhanced mobile natural gas power generation filtration units and eight gas distribution units and eight additional units, comprised of seven gas distribution units and one mobile natural gas power generation filtration unit (collectively, the “Leased Equipment”). The Lease Agreement provides for fixed rental rates for the Leased Equipment during the first five years of the Lease Agreement and then prevailing market rates during the sixth year. The Lease Agreement does not include a purchase option for the purchase of the Leased Equipment at the end of the Lease Agreement term. See Note 7, “Leases – Lease Agreement Income” for additional information on the Lease Agreement.

The PWRtek Note was a component of the compensation for the PWRtek Transactions. On November 7, 2025, the Company entered into a series of agreements with ProFrac GDM, in connection with the Note Assignment. See Note 9, “Debt” for additional information on the PWRtek Note and Note Assignment.

On March 12, 2026, the Company and ProFrac entered into an agreement (as amended, the “OSP Agreement”) regarding the settlement of 2025 Contract Shortfall Fees payable to the Company under the ProFrac Agreement for the measurement period of January 1, 2025 to December 31, 2025. The OSP Agreement provides for the payment of an aggregate of $19.7 million of consideration (which amount represents $27.4 million of 2025 Contract Shortfall Fees, net of a $7.2 million offset against the 2025 Contract Shortfall Fee (the “OSP Offset”) due under the ProFrac Agreement and other minor adjustments) to the Company as follows: $7.2 million to be paid in cash and $12.5 million to be satisfied through an equipment construction and rental credit (the “Equipment Credit”), which was reclassified from Accounts Receivable, related party to Equipment Credit, related party on our unaudited condensed consolidated balance sheets. Under the OSP Agreement, the Company has committed to purchase and/or rent $12.5 million of equipment from ProFrac to be used for opportunities within the Data Analytics segment, with the costs of such equipment to be offset by the Equipment Credit. Pursuant to the OSP Agreement, during the first quarter of 2026, the Company collected $5 million in cash and utilized $0.7 million of the Equipment Credit. The Company collected the remaining $2.2 million in cash during April 2026 and expects to utilize the remaining Equipment Credit during 2026, however any unused amounts at the end of 2026 would be available for use in 2027 until the full credit is utilized.

The current measurement period for Contract Shortfall Fees is January 1, 2026 through December 31, 2026. The Company does not expect that the minimum purchase requirements will be met during the current measurement period, and as a result, related party revenues for the three months ended March 31, 2026 reflect Contract Shortfall Fees of $2.7 million, which is presented within accounts receivable, related party on the Company’s condensed consolidated balance sheet as of March 31, 2026. Related party revenues for the three months ended March 31, 2025 included $7.5 million of Contract Shortfall Fees.

During the three months ended March 31, 2026 and 2025, the Company’s related party revenues were $51.9 million and $30.9 million, respectively. For the three months ended March 31, 2026 and 2025, these revenues were net of amortization of contract assets of $2.2 million and $1.5 million, respectively. Cost of sales attributable to these revenues were $40.0 million and $21.3 million, respectively, for the three months ended March 31, 2026 and 2025.

As of March 31, 2026 and December 31, 2025 our accounts receivable from ProFrac was $61.0 million and $64.2 million, respectively, which is recorded in accounts receivable, related party on the condensed consolidated balance sheets.

As of March 31, 2026, our accounts payable with ProFrac was $0.2 million, which is recorded in accounts payable on the condensed consolidated balance sheets. There was $0.3 million due to ProFrac included in accounts payable as of December 31, 2025.

ProFrac Holdings or its affiliates beneficially owned approximately 61% of the Company’s common stock, including the effects of the June 2022 Warrants, as of March 31, 2026. On March 13, 2026, ProFrac GDM exercised the April 2025 Warrant and was issued 6,000,000 shares of the Company’s common stock.

Note 17 — Business Segment, Geographic and Major Customer Information

Segment Information

The Company’s segments are determined as those components whose results are reviewed regularly by the chief operating decision maker (“CODM”), who is the Company's Chief Executive Officer, in deciding how to allocate resources and assess performance. Each segment is organized and managed based upon the nature of the Company’s markets and customers and consists of similar products and services. Gross profit and income (loss) from operations for each segment are used by the CODM to assess the performance of each segment in a financial period. The CODM uses segment gross profit and income

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(loss) from operations as the measure to make resource (including financial or capital resources) allocation decisions for each segment. Accounting policies have been applied consistently by each segment for all reporting periods. Intercompany revenue and expense amounts, if any, have been eliminated within each segment to report on the basis that management uses internally for evaluating segment performance. Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segments.

The operations of the Company are categorized into the following reportable segments:

Chemistry Technologies. The CT segment includes specialty chemistries, logistics and technology services, which we believe enable our customers to pursue improved efficiencies and performance throughout the life cycle of their wells, and also help our customers improve their environmental, social and governance (“ESG”) and operational goals. Customers of the CT segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies and international supply chain management companies.

Data Analytics. The DA segment provides analytical measurement and digital solutions, including measure-and-control services, that deliver near real-time insights for process control across the oil and gas value chain and emerging applications in power and digital valuation. DA solutions help customers optimize performance, improve decision-making, and reduce emissions and carbon intensity.

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summarized financial information of the reportable segments is as follows (in thousands):

As of and for the three months ended March 31,	Chemistry Technologies		Data Analytics		Corporate and Other		Total
2026
Revenue from external customers
Products	$	13,842	$	1,799	$	—	$	15,641
Services	899		1,309		—		2,208
Rental revenue	—		316		—		316
Total revenue from external customers	14,741		3,424		—		18,165
Revenue from related party
Products	44,926		54		—		44,980
Services	15		47		—		62
Rental revenue	—		6,844		—		6,844
Total revenue from related parties	44,941		6,945		—		51,886
Cost of sales	51,874		2,636		—		54,510
Gross profit	7,808		7,733		—		15,541
Selling, general and administrative	2,231		1,058		3,636		6,925
Other segment items	449		542		36		1,027
Income (loss) from operations	$	5,128	$	6,133	$	(3,672)	$	7,589
Reconciliation of profit to income before income taxes:
Interest expense					$	(1,332)	$	(1,332)
Other income, net					16		16
Income before income taxes							$	6,273
2025
Revenue from external customers
Products	$	21,263	$	1,662	$	—	$	22,925
Services	746		752		—		1,498
Total revenue from external customers	22,009		2,414		—		24,423
Revenue from related party
Products	30,700		—		—		30,700
Services	29		210		—		239
Total revenue from related parties	30,729		210		—		30,939
Cost of sales	41,295		1,618		—		42,913
Gross profit	11,443		1,006		—		12,449
Selling, general and administrative	2,166		947		3,169		6,282
Other segment items	386		183		31		600
Income (loss) from operations	$	8,891	$	(124)	$	(3,200)	$	5,567
Reconciliation of profit to income before income taxes:
Interest expense					(229)		(229)
Other income, net					106		106
Income before income taxes							$	5,444

Other segment items for the three months ended March 31, 2026 include depreciation of $0.2 million and $0.4 million in the CT and DA segments, respectively; and R&D costs of $0.3 million and $0.1 million in the CT and DA segments, respectively.

Other segment items for the three months ended March 31, 2025 include depreciation of $0.2 million and $0.1 million in the CT and DA segments, respectively; R&D costs of $0.2 million and $0.1 million in the CT and DA segments, respectively; and gain on the sale of property and equipment of $7 thousand in the CT segment.

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Assets by reportable segments and corporate and other are as follows (in thousands):

	March 31, 2026		December 31, 2025
Chemistry Technologies	$	154,095	$	161,332
Data Analytics	40,194		19,179
Corporate and Other	37,554		39,538
Total assets	$	231,843	$	220,049

Additions to long-lived assets by reportable segments and corporate and other are as follows (in thousands):

As of and for the three months ended March 31,	Chemistry Technologies		Data Analytics		Corporate and Other		Total
2026
Additions to long-lived assets	$	(17)	$	2,075	$	141	$	2,199
2025
Additions to long-lived assets	$	567	$	30	$	1	$	598

Geographic Information

Revenue by country is based on the location where services are provided and products are sold. For the three months ended March 31, 2026 and 2025, no country other than the U.S. accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands):

	Three months ended March 31,
		2026		2025
U.S. (1)		$	68,373	$	51,526
UAE		1,237		3,440
Other countries		441		396
Total revenue		$	70,051	$	55,362

(1) Includes revenue from related party

Long-lived assets held in countries other than the U.S. are not material to the consolidated financial statements.

Major Customers

Revenue from major customers, as a percentage of consolidated revenue, is as follows (in thousands):

	Revenue		% of Total Revenue
Three months ended March 31, 2026
Customer A (related party)	$	51,886	74.1	%
Three months ended March 31, 2025
Customer A (related party)	$	30,939	55.9	%
Customer B	5,821		10.5	%

FLOTEK INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The concentration with ProFrac and in the oil and gas industry increases credit, commodity and business risk.

Accounts receivable from major external customers, as a percentage of non-related party accounts receivable, is as follows (in thousands):

	Accounts Receivable		% of Total Non-Related Party Accounts Receivable
As of March 31, 2026
Customer A	$	8,563	39.3	%
Customer B	$	1,323	6.1	%
As of December 31, 2025
Customer A	$	8,525	44.8	%
Customer B	$	3,001	15.8	%

Please see Note 16 - “Related Party Transactions” for additional information regarding accounts receivable with ProFrac.

Major Suppliers

Expenditures with major suppliers, as a percentage of consolidated supplier expenditure, is as follows (in thousands):

Three months ended March 31,	Expenditure		% of Total Expenditure
2026
Supplier A	$	12,863	26.3	%
Supplier B	9,295		19.0	%
Supplier C	7,490		15.3	%
Supplier D	5,560		11.4	%
2025
Supplier E	$	8,577	24.2	%
Supplier A	6,038		17.1	%
Supplier B	4,762		13.5	%

Note 18 — Subsequent Events

The Company has evaluated the effects of events that have occurred subsequent to March 31, 2026 through the date at which the Company’s interim financial statements are available to be issued and has determined that there have been no material events that would require disclosure in the March 31, 2026 interim financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the 2025 Annual Report and the unaudited condensed consolidated financial statements and accompanying notes included herein. Comparative segment revenues and related financial information are discussed herein and are presented in Note 17 to our unaudited condensed consolidated financial statements. See “Forward-Looking Statements” in this Quarterly Report and “Risk Factors” included in our filings with the SEC, including our Quarterly Reports on Form 10-Q and our 2025 Annual Report, for a description of important factors that could cause actual results to differ from expected results. Our historical financial information may not be indicative of our future performance.

Executive Summary

Flotek strives to be the collaborative partner of choice for solutions that reduce the environmental impact of energy on air, water, land and people. An advanced technology-driven, chemical and data analytics company, Flotek seeks to provide unique and innovative solutions to its customers in both the domestic and international energy markets. The Company is committed to delivering products and services that endeavor to maximize customer returns by leveraging chemistry as the common value creation platform.

The Company has two operating segments, Chemistry Technologies (“CT”) and Data Analytics (“DA”), which are both supported by the Company’s continuing Research and Innovation (“R&I”) advanced laboratory capabilities.

Recent Events

On March 3, 2026, the Company announced that it had been awarded its first contract to deliver power services for utilities infrastructure support. Under the agreement, the Company expects to coordinate the installation of up to 50 megawatts (“MW”) of power generation equipment including the Company’s gas distribution and conditioning assets to support critical federal disaster recovery initiatives. The initial term of the agreement is for six months, with customer option to extend to four years. In late March, the Company began deploying the initial equipment to service this contract. As a result, the Company expects DA revenue in the second quarter to increase as compared to the first quarter.

On March 12, 2026, the Company and ProFrac Holding Corp (“ProFrac”) entered into an agreement (as amended, the “OSP Agreement”) regarding the settlement of 2025 Contract Shortfall Fees payable to the Company under the ProFrac Agreement for the measurement period of January 1, 2025 to December 31, 2025. The OSP Agreement provides for the payment of an aggregate of $19.7 million of consideration (which amount represents $27.4 million of 2025 Contract Shortfall Fees, net of a $7.2 million offset against the 2025 Contract Shortfall Fee (the “OSP Offset”) amount due under the ProFrac Agreement and other minor adjustments) to the Company as follows: $7.2 million to be paid in cash and $12.5 million to be satisfied through an equipment construction and rental credit (the “Equipment Credit”). Under the OSP Agreement, the Company has committed to purchase and/or rent $12.5 million of equipment from ProFrac to be used for opportunities within the DA segment, with the costs of such equipment to be offset by the Equipment Credit. Pursuant to the OSP Agreement, during the first quarter of 2026, the Company received $5 million in cash and utilized $0.7 million of the Equipment Credit. The Company received the remaining $2.2 million in cash in April 2026 and expects to utilize the remaining Equipment Credit during 2026, however any unused amounts at the end of 2026 would be available for use in 2027 until the full credit is utilized.

Company Overview

Chemistry Technologies

The Company’s CT segment provides sustainable, optimized chemistry solutions that we believe maximize our customers’ value by improving return on invested capital, lowering operational costs and providing tangible environmental benefits. The Company’s proprietary chemistries, specialty chemistries, logistics and technology services seek to enable our customers to pursue improved efficiencies and performance throughout the life cycle of their desired chemical applications program. The Company designs, develops, manufactures, packages, distributes and markets optimized chemistry solutions that are designed to accelerate existing sustainability practices to reduce the environmental impact of energy on the air, water, land and people.

Customers of the CT segment include energy-related companies, such as our related party ProFrac Services, LLC (“ProFrac Services”), with whom we have a long-term chemistry supply agreement, as well as industrial companies. Major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies, geothermal energy companies, solar energy companies and advanced alternative energy companies may benefit from our best-in-class technology, field operations, and continuous improvement exercises that go beyond existing sustainability practices.

ProFrac Supply Agreement

On February 2, 2022, the Company entered into a Chemical Products Supply Agreement with ProFrac Services, which was subsequently amended on May 17, 2022 and February 1, 2023 (as amended, the “ProFrac Agreement”).

The ProFrac Agreement contains minimum requirements for chemistry purchases. If the minimum volume purchases are not achieved within the applicable measurement period, ProFrac Services is required to pay to the Company, as liquidated damages, an amount equal to twenty-five percent (25%) of the difference between (i) the aggregate purchase price of the quantity of products comprising the minimum purchase obligation and (ii) the actual purchased volume during the measurement period (“Contract Shortfall Fees”). The measurement period for Contract Shortfall Fees during 2025 was January 1, 2025 through December 31, 2025. Related party revenues for the three months ended March 31, 2025 reflect Contract Shortfall Fees of $7.5 million. The current measurement period for Contract Shortfall Fees is January 1, 2026 through December 31, 2026. The Company does not expect that the minimum purchase requirements will be met during the current measurement period, and as a result, related party revenues for the three months ended March 31, 2026 reflect Contract Shortfall Fees of $2.7 million.

Data Analytics

The Company’s Data Analytics (“DA”) segment delivers real-time information and insights to its customers designed to enable optimization of operations and reduction of emissions and their carbon intensity. The Company’s technologies are founded upon an industry leading field-deployable, in-line optical near-infrared spectrometer that measures the quality, quantity and composition of hydrocarbon flows. The instrument’s response is processed with advanced chemometrics modeling, artificial intelligence and machine learning algorithms to deliver valuable insights to our customers every 5-15 seconds.

The DA segment generates revenues through a combination of short and long-term equipment rentals (service revenue) and capital sales (product revenue). Customers of the DA segment span across the oil and gas industry, including oil and gas supermajors, some of the largest midstream oil and gas companies, large gas processing plants, independent exploration and production companies and oil field service companies that provide hydraulic fracturing services. We believe customers using our technology may obtain significant benefits, including additional profits, by enhancing operations in crude/condensates stabilization, enhancing blending operations, reducing time impacting transmix operations and increasing efficiencies and optimization of gas plants. The DA segment has expanded its presence in providing mobile power generation solutions which facilitates the use of significantly lower-cost field gas, as a replacement to diesel, to generate power, lower emissions and protect equipment through the continuous measurement of gas quality.

Research & Innovation

R&I supports both our business segments through chemistry formulation, specialty chemical formulations and EPA regulatory guidance, technical support, basin and reservoir studies, data analytics and new technology projects. The purpose of R&I is to supply the Company’s business segments with enhanced products and services that generate current and future revenues, while advising Company management on opportunities concerning technology, environmental and industry trends. The R&I facilities support advances in CT and DA segment performance, optimization and manufacturing. For each of the three months ended March 31, 2026 and 2025, the Company incurred $0.4 million of research and development expense. The Company expects that its 2026 research and development investments will continue to support new product development, especially in support of enhanced environmental demands and customization initiatives for its clients.

Outlook

Our business is subject to numerous variables that impact our outlook and expectations given the shifting conditions of the oil and gas industry. Revenue during the first quarter of 2026 increased 27% as compared to the 2025 period. We expect to grow revenues from the CT and DA segments through the remainder of 2026, as compared to 2025. Our outlook is based upon market conditions we perceive today. The oil and gas industry is highly cyclical.

Energy Industry

The demand for oil and gas and related services fluctuates due to numerous factors including weather and macroeconomic and geopolitical conditions. Despite the near-term volatility in commodity pricing, partially attributable to the ongoing conflicts in the Middle East and numerous supply and demand factors, we believe the fundamentals for energy-related services remain stable. Independent exploration and production companies operate the majority of U.S. land rigs and react quickly to changing commodity prices. In the current commodity price environment, we generally expect these companies, as well as major exploration and production companies, to maintain current activity levels over the next 12 months. We are continuing to monitor developments with respect to the ongoing military conflicts in the region including the impact on global commodity prices, potential shipping and logistics disruptions as well as the impact to the cost of certain raw materials.

Chemistry Technologies

The CT segment is actively advancing integrated solutions to enhance capital efficiency for exploration and production (“E&P”) operators and service companies. Our approach combines technical leadership, exceptional service quality, reliable delivery and a strong safety record. We believe that we have optimized service delivery across key North American basins and are well-positioned to adapt to fluctuations in activity levels. Based upon our results during the first quarter of 2026, and customer commitments, we anticipate stable demand for our chemistry during 2026. Our expectations are in part based upon our current outlook on oil and gas prices.

As a result of the continued growth in the exportation of natural gas, as well as the increased utilization of natural gas to generate electricity, we expect the demand for natural gas to continue to increase over the next twelve to twenty-four months. Higher natural gas prices would likely increase activity in the Haynesville shale basin, an area where we expect our established presence, expertise and capabilities could provide growth.

Internationally, we are seeing an increase in unconventional activity in the Middle East and Argentina, where we expect demand for our chemistry to grow throughout 2026. Our outlook for growth in the Middle East is subject to the resolution of the ongoing military conflicts.

We remain focused on driving innovation between the CT and DA segments, promoting opportunities in upstream applications designed to deliver enhanced efficiencies for E&P operators and service companies. We believe that these initiatives will lead to deeper integration between our CT and DA segments, creating a pathway for future growth.

Data Analytics

The use of data and digital analytics is a growing trend in industries where technology is leveraged to analyze large operational datasets to improve performance, as well as for predictive maintenance, advanced safety measures and reduction in the environmental impact of operations. We believe our suite of measurement technologies including the VERACAL®,Verax™, XSPCTTM and Raman analyzers have gained a foothold in North American markets for critical applications where compositional information is needed in real-time. These technologies deliver insight on valuable operational data, including vapor pressure, boiling point, flash point, octane level, API (American Petroleum Institute) gravity, viscosity, BTU (British Thermal Unit) and more, simultaneously.

To drive recurring revenue, we continue to build on the modular nature of our sensor and analysis packages with new data processing techniques designed to further enhance the value of our installations. Automated Interface Detection Algorithm (“AIDA”) provides real-time detection of interfaces in a pipeline without the need for additional sampling or chemometric modeling. Our application can identify products such as refined fuels, crude and NGLs with its advanced machine learning algorithms and detect interfaces real-time compared to traditional manual lab analysis. We believe this allows customers to cut batches quickly and accurately, reduce transmix and minimize off-spec product that requires downgrades.

As evidenced by and in connection with the transactions with ProFrac and ProFrac GDM described above under “Item 1. Financial Statements - Note 16,” we are gaining traction leveraging the Verax™ in applications where operators, service companies and power providers are using lower cost field gas as a substitute for diesel in dual fuel engines as the market moves to Tier 4 equipment and electric powered drilling rigs and frack equipment. Analyzing gas quality in real-time is designed to allow companies to maximize the field gas for diesel substitution rate providing significant cost savings while lowering emissions, reducing fuel consumption/costs and protecting equipment from damage. In addition, we believe the Acquired Assets (as described under “Item 1. Financial Statements - Note 16”) can be utilized in numerous vertical markets, including areas outside of the oil and gas industry, such as grid and emergency remote power support and power needs associated with data centers.

The Lease Agreement described under “Item 1. Financial Statements - Note 16” above has had and we expect it to continue to have a significant impact on the future financial results of our DA segment. We expect full-year 2026 revenues from just the Lease Agreement to total approximately $27.0 million, as compared to $27.5 million in total DA revenues from all sources for the year ended December 31, 2025.

The DA segment continues to innovate and enhance its hardware, software and artificial intelligence platforms. These advancements are expected to enable complex lab-grade measurements in challenging environments, which is required for oil and gas valuation at custody transfer points. The Company’s recent deployment and GPA 2172 qualification of the XSPCT analyzers, along with its proven fleet of VERAX analyzers, will support the oil and gas industry’s digital shift while enhancing transparency in valuation, taxation and commodity forecasting. We believe that the lower-cost, rugged measurement points provided by our analyzers will help pave the way for digital measurement to become the standard for custody transfer.

Consolidated Results of Operations (in thousands)

	Three months ended March 31,
		2026			2025
Revenue
Revenue from external customers		$	18,165		$	24,423
Revenue from related party		51,886			30,939
Total revenues		70,051			55,362
Cost of sales		54,510			42,913
Cost of sales %		77.8		%	77.5		%
Gross profit		15,541			12,449
Gross profit %		22.2		%	22.5		%
Selling general and administrative		6,925			6,282
Selling general and administrative %		9.9		%	11.3		%
Depreciation		631			252
Research and development		396			355
Gain on sale of property and equipment		—			(7)
Income from operations		7,589			5,567
Operating margin %		10.8		%	10.1		%
Interest and other (expense) income, net		(1,316)			(123)
Income before income taxes		6,273			5,444
Income tax expense		(1,609)			(64)
Net income		$	4,664		$	5,380
Net income %		6.7		%	9.7		%

Consolidated revenue for the three months ended March 31, 2026 increased $14.7 million, or 27%, versus the same period of 2025, driven by increased sales volumes under the ProFrac Agreement and $7.3 million in PWRtek rental revenue, partially offset by a decrease in accrued Contract Shortfall Fees of $4.8 million and decreased external customer product sales. Related party revenues in the CT segment are net of $2.2 million and $1.5 million of contract assets amortization for the three months ended March 31, 2026 and 2025, respectively.

Consolidated cost of sales for the three months ended March 31, 2026 increased $11.6 million, or 27%, versus the same period of 2025, primarily due to increased product sales and increased costs related to PWRtek activity partially offset by decreased freight costs. Consolidated cost of sales as a percentage of revenue was 78% and 78% for the three months ended March 31, 2026 and 2025, respectively.

SG&A expenses for the three months ended March 31, 2026 increased $0.6 million, or 10%, versus the same period of 2025. The increase relates primarily to increased salaries, stock compensation expense and increased professional fees.

Income from operations increased $2.0 million for the three months ended March 31, 2026, versus the same period in 2025. The increase was primarily driven by a $3.1 million increase in gross profit, partially offset by a $0.6 million increase in SG&A expenses and a $0.4 million increase in depreciation expenses during the three months ended March 31, 2026 as compared to the same period of 2025.

Interest and other expense for the three months ended March 31, 2026 increased $1.2 million driven by a $1.0 million increase in interest payments as a result of the PWRtek Note compared to the same period of 2025.

The Company had income tax expense of $1.6 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Results by Segment (in thousands):

Chemistry Technologies Results of Operations:

	Three months ended March 31,
		2026		2025
Revenue from external customers		$	14,741	$	22,009
Revenue from related party		44,941		30,729
Income from operations		5,128		8,891

CT revenue from external customers for the three months ended March 31, 2026 decreased $7.3 million, or 33%, compared to the same period of 2025 driven primarily by decreased product volumes. Revenue from related party for the three months ended March 31, 2026 increased $14.2 million compared to the same period of 2025, primarily driven by increased product volumes, partially offset by decreased accrued Contract Shortfall Fees and increased contract amortization.

Income from operations for the CT segment for the three months ended March 31, 2026 decreased $3.8 million compared to the same period of 2025. The decrease was driven by a $3.6 million decrease in gross profit for the three months ended March 31, 2026, which was related to decreased product volumes and an increase in cost of sales, partially offset by increased related party revenues.

Data Analytics Results of Operations:

	Three months ended March 31,
		2026		2025
Revenue from external customers		$	3,424	$	2,414
Revenue from related party		6,945		210
Income (loss) from operations		6,133		(124)

DA revenue from external customers for the three months ended March 31, 2026 increased $1.0 million, or 42%, compared to the same period of 2025 primarily due to increased service revenue and PWRtek rental income in 2026. Revenue from related party for the three months ended March 31, 2026 increased $6.7 million compared to the same period of 2025 primarily due to the PWRtek lease agreement in 2026.

Income from operations for the DA segment for the three months ended March 31, 2026 increased $6.3 million compared to the same period for 2025 primarily driven by PWRtek rental income and increased activity, partially offset by increased materials costs and costs related to the Lease Agreement.

Corporate and Other Results of Operations:

	Three months ended March 31,
		2026		2025
Loss from operations		$	(3,672)	$	(3,200)

Loss from operations for the three months ended March 31, 2026 increased $0.5 million, or 15%, compared to the same period of 2025 primarily attributable to increased administrative costs.

Capital Resources and Liquidity

Overview

The Company’s working capital requirements relate to the acquisition and maintenance of equipment and funding obligations as they become due. During the three months ended March 31, 2026, the Company funded working capital requirements with cash on hand, borrowings under the ABL (defined below) and cash flow from operations. We believe our cash and cash equivalents, cash generated from operating activities, which includes the impact of the PWRtek Transactions, the collection of future Contract Shortfall Fees as described below, and availability under the ABL will be sufficient to fund our capital requirements and anticipated obligations as they become due over the next twelve months.

However, sustained weakness in the oil and gas markets, and the resulting potential impact on our customers’ ability to pay their obligations to us in a timely manner could have a negative impact on our liquidity. In addition, the availability of capital is dependent on the Company’s operating cash flow, which is currently expected to be principally derived from the ProFrac Agreement and the Lease Agreement. The minimum purchase requirements under the ProFrac Agreement were not met during 2025 and, as a result, related party revenues for the year ended December 31, 2025 reflect 2025 Contract Shortfall Fees totaling $27.4 million. As described in “Recent Events” above, on March 12, 2026, the Company and ProFrac entered into the OSP Agreement regarding the settlement of 2025 Contract Shortfall Fees.

The current measurement period for Contract Shortfall Fees is January 1, 2026 through December 31, 2026. The Company does not expect that the minimum purchase requirements will be met during the current measurement period, and as a result, related party revenues for the three months ended March 31, 2026 reflect Contract Shortfall Fees of $2.7 million.

As of both March 31, 2026 and December 31, 2025, the Company had unrestricted cash and cash equivalents of $5.7 million. In addition, as of May 1, 2026, the Company had approximately $11.8 million in available borrowings under the ABL. During the three months ended March 31, 2026, the Company had $7.6 million of operating income, $21 thousand of cash provided by operating activities, $1.0 million of cash used in investing activities and $0.9 million of cash provided by financing activities.

Asset Based Loan

In August 2023, the Company entered into a 24-month revolving loan and security agreement in connection with an Asset Based Loan, which was amended in October 2023, August 2024 and April 2025 (as amended, the “ABL”). The August 2024 amendment to the ABL extended the maturity to August 2026, increased the credit availability and lowered the interest rate spread. The ABL provides up to $20.0 million of credit availability, which is limited by a borrowing base consisting of (i) 85% of eligible accounts receivable, plus (ii) 60% of the value of eligible inventory not to exceed 100% of the eligible accounts receivable, plus (iii) 60% of the value of certain real estate holdings.

As of March 31, 2026, the Company had $4.7 million outstanding under the ABL. During the three months ended March 31, 2026, the Company incurred $1.0 million in interest and fees related to the ABL. As of March 31, 2026, the Company recorded $0.1 million of unamortized deferred financing costs related to the ABL.

Borrowings under the ABL bear interest at the Wall Street Journal Prime Rate (subject to a floor of 5.50%) plus 2.0% per annum. For the three months ended March 31, 2026, the weighted-average interest rate was 8.75%. The ABL contains an annual commitment fee equal to 1.0% of the ABL’s borrowing base. Additionally, the Company will be assessed a non-usage fee of 0.25% per quarter based on the difference between the average daily outstanding balance and the borrowing base limit of the ABL. If the ABL is terminated prior to the end of its term, the Company is required to pay an early termination fee of 2.50% of the borrowing base limit of the ABL (if terminated with more than 12 months remaining until the maturity date) or 1.50% of the borrowing base limit of the ABL (if terminated with less than 12 months remaining until the maturity date).

The ABL contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the payment of any amounts borrowed. The ABL requires the Company to maintain a minimum Tangible Net Worth (as defined in the ABL) of not less than $11 million. In addition, the ABL provides the lender a blanket security interest on all or substantially all of the Company’s assets, excluding the Acquired Assets.

Cash Flows

Consolidated cash flows by type of activity are noted below (in thousands):

	Three months ended March 31,
	2026		2025
Net cash provided by operating activities	$	21	$	7,313
Net cash used in investing activities	(1,002)		(591)
Net cash provided by (used in) financing activities	892		(4,828)
Effect of changes in exchange rates on cash and cash equivalents	34		(45)
Net change in cash and cash equivalents and restricted cash	$	(55)	$	1,849

Operating Activities

Net cash provided by operating activities was $21 thousand during the three months ended March 31, 2026 compared to net cash provided by operating activities of $7.3 million for the same period of 2025. Consolidated net income for the three months ended March 31, 2026 was $4.7 million compared to consolidated net income of $5.4 million for the three months ended March 31, 2025.

During the three months ended March 31, 2026, non-cash adjustments to net income totaled $6.0 million as compared to $2.6 million for the same period of 2025.

•For the three months ended March 31, 2026, non-cash adjustments included a $1.6 million tax expense, $0.8 million of stock compensation expense, $2.2 million amortization of contract assets and $0.2 million of non-cash lease expense.

•For the three months ended March 31, 2025, non-cash adjustments included non-cash positive adjustments of $0.5 million of stock compensation expense, $1.5 million amortization of contract assets and $0.3 million of non-cash lease expense.

During the three months ended March 31, 2026, changes in working capital used $10.6 million of cash as compared to $0.7 million for the same period of 2025.

•For the three months ended March 31, 2026, changes in working capital resulted primarily from an increase in related party accounts receivable of $9.8 million, increased third party accounts receivable of $2.8 million, and increases in net inventories of $4.1 million and operating lease liabilities of $0.4 million, partially offset by increased accrued liabilities of $1.5 million and an increase in accounts payable of $4.2 million.

•For the three months ended March 31, 2025, changes in working capital resulted primarily from a decrease in related party accounts receivable of $4.1 million, increased third party accounts receivable of $2.5 million and net inventories of $0.4 million along with decreased accrued liabilities and operating lease liabilities of $1.8 million and $0.6 million, respectively, partially offset by increases in accounts payable of $0.9 million and other assets of $0.5 million.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $1.0 million and $0.6 million, respectively, primarily driven by $1.0 million and $0.6 million in capital expenditures for the three months ended March 31, 2026 and 2025, respectively.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 was $0.9 million and relates primarily to $1.3 million in net proceeds from the ABL, and proceeds from the issuance of stock under the Company’s Employee Stock Purchase Plan and stock option exercises, and payments to tax authorities for shares withheld from employees. Net cash used in financing activities was $4.8 million for the three months ended March 31, 2025, and relates primarily to net payments on the ABL.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the 2025 Annual Report describes the critical accounting policies and estimates used in the preparation of the Company’s consolidated financial statements. Note 2, “Summary of Significant Accounting Policies,” of the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2025 Annual Report describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements.

Additionally, the Company believes the following are critical accounting policies and estimates used in preparation of the Company’s consolidated financial statements due to the significant subjective and complex judgments and estimates required when preparing the Company’s consolidated financial statements.

Leases — Lessor Accounting

We lease equipment to customers under operating lease arrangements. At contract inception we perform an evaluation to determine if a lease arrangement conveys the right to control the use of an identified asset. To the extent such rights of control are conveyed, we further make an assessment as to the applicable lease classification. The determination of appropriate lease classification (sales-type lease or operating lease) may require the use of management judgment, including the economic life of the leased equipment, the rate implicit in the lease used to determine the fair value of lease payments, and the fair value of leased equipment.

Contract Assets

The Company’s contract assets represent consideration which was issued in the form of convertible notes (Contract Consideration Convertible Notes Payable as discussed in Note 18 - “Related Party Transactions” in Part II, Item 8 of the 2025 Annual Report) and other incremental costs related to obtaining the ProFrac Agreement in 2022. The contract assets are amortized over the term of the ProFrac Agreement based on forecasted revenues. As goods are transferred to ProFrac Services, LLC, the amortization is presented as a reduction of the transaction price included in related party revenue in the consolidated statements of operations. The contract assets are tested for recoverability on a recurring basis and the Company will recognize an impairment loss to the extent that the carrying amount of the contract assets exceeds the amount of consideration the Company expects to receive in the future for the transfer of goods under the contract less the direct costs that relate to providing those goods in the future. The amount of consideration the Company expects to receive in the future for the transfer of goods under the contract and the direct costs that relate to providing those goods used in the Company’s contract assets recoverability analysis consider both historical and anticipated purchases by ProFrac over the remaining life of the ProFrac Agreement, taking into account the effect of the Contract Shortfall Fee that is payable to the Company if the annual minimum purchase obligation is not met. The Contract Shortfall Fee mitigates the impact of a failure to meet the expected annual minimum purchase obligation by providing the Company consideration to offset the gross profit lost as a result of ProFrac’s purchases not meeting the annual minimum purchase obligation. Due to the Contract Shortfall Fee, if actual purchases under the ProFrac Agreement are less than the annual minimum purchase obligation, there is negligible impact on the amount of gross profit generated by the ProFrac Agreement. As a result, the Company believes there is minimal sensitivity to amounts purchased under the ProFrac Agreement to the ProFrac Agreement’s expected profitability when considering the contract assets recoverability assessment.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is primarily exposed to market risk from changes in interest rates, commodity prices, which could impact raw material prices and drilling and completion activity levels, freight costs and foreign currency exchange rates. Certain of these market risks could be impacted by the ongoing military conflicts in the Middle East. There have been no material changes to the quantitative or qualitative disclosures about market risk set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of the 2025 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure such information is accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained.

In accordance with Exchange Act Rules 13a-15(e) and 15d-15(e), we carried out an evaluation under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the intentional acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) under the Exchange Act) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 1. Legal Proceedings

Except as described in Note 12, “Commitments and Contingencies” of the Notes to Unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1, there have been no material changes in the legal proceedings as described in “Item 3. - Legal Proceedings” in the 2025 Annual Report.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors contained in “Item 1A.-Risk Factors” in our 2025 Annual Report, which could materially affect our business, financial condition and/or future results. As of March 31, 2026, there have been no material changes in our risk factors from those set forth in the 2025 Annual Report. The risks described in the 2025 Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or those we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future results.

Item 2. Unregistered Sales of Equity Securities

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

The Company’s stock compensation plans allow employees to elect to have shares withheld to satisfy their tax liabilities related to non-qualified stock options exercised or restricted stock vested or to pay the exercise price of the options. When this settlement method is elected by the employee, the Company repurchases the shares withheld upon vesting or exercise of the award. Repurchases of the Company’s equity securities during the three months ended March 31, 2026 that the Company made or were made on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act are as follows:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share
January 1, 2026 to January 31, 2026	—	$	—
February 1, 2026 to February 28, 2026	28,484	$	16.02
March 1, 2026 to March 31, 2026	—	$	—
Total	28,484

(1) The Company purchases shares of its common stock (a) to satisfy tax withholding requirements and payment remittance obligations related to period vesting of restricted shares and exercise of non-qualified stock options and (b) to satisfy payments required for common stock upon the exercise of stock options.

Item 3. Defaults Upon Senior Securities

None.

Item  4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Arrangements

During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Item  6. Exhibit

Exhibit<br>Number		Description of Exhibit
2.1	***	Membership Interest Purchase Agreement, dated as of May 18, 2020, by and between the Company, JP3 Measurement, LLC, the Sellers party thereto, and John A. Cardwell, as Seller Representative) (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 19, 2020).
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2007).
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2009).
3.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Flotek Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 7, 2020).
3.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (form of which is incorporated by reference to Appendix B to the Company’s Proxy Statement filed on April 5, 2022).
3.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Flotek Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on September 25, 2023).
3.6		Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.6 to the Company’s Form 10-Qfiled onhttps://www.sec.gov/Archives/edgar/data/928054/000092805425000079/ex36-floteksecondamendedan.htmAugust 8, 2025).
4.1		Form of Certificate of Common Stock (incorporated by reference to Appendix E to the Company’s Definitive Proxy Statement filed on September 27, 2001).
4.2		Form of Pre-Funded Warrants (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 23, 2022).
4.3		Form of Warrant to Purchase Common Stock issued to ProFrac GDM, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on April 28, 2025).
10.1	****	Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Performance-based vesting) (incorporated by reference to Exhibit10.2to the Company’s Form 8-K filed on February 25, 2026).
10.2	*	Employment Agreement dated March 2, 2026 between the Company and Christina M. Ibrahim.
31.1	*	Rule 13a-14(a) Certification of Principal Executive Officer.
31.2	*	Rule 13a-14(a) Certification of Principal Financial Officer.
32.1	**	Section 1350 Certification of Principal Executive Officer.
32.2	**	Section 1350 Certification of Principal Financial Officer.
101.INS	*	Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCH	*	Inline XBRL Schema Document
101.CAL	*	Inline XBRL Calculation Linkbase Document
101.LAB	*	Inline XBRL Label Linkbase Document
101.PRE	*	Inline XBRL Presentation Linkbase Document
101.DEF	*	Inline XBRL Definition Linkbase Document
104	*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*		Filed with this Form 10-Q.
**		Furnished with this Form 10-Q, not filed.
***		Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission or its staff.
****		Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K in order for them to remain confidential.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 7, 2026

FLOTEK INDUSTRIES, INC.
By:	/s/    Ryan Ezell
	Ryan Ezell
	Chief Executive Officer
By:	/s/    Bond Clement
	Bond Clement
	Chief Financial Officer <br>(Principal Financial and Accounting Officer)

36

Document

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into by and between Flotek Industries, Inc., a Delaware corporation (the “Company”), and Christina Ibrahim (“Executive”) effective as of March 1, 2026 (the “Effective Date”). Executive and the Company are collectively referred to as the “Parties.”

1.Position, Duties, and Responsibilities of Executive.

(a)During the Employment Period (as defined in Section 2), the Company shall employ Executive, and Executive shall serve as the Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Company, reporting to the Chief Executive Officer of the Company (the “CEO”). Executive shall devote Executive’s best efforts and full business time and attention to the Company and its direct and indirect subsidiaries (collectively, the “Company Group”). Executive’s duties and responsibilities shall include those normally incidental to the Senior Vice President, General Counsel and Corporate Secretary position, as well as such additional duties as may be assigned to Executive by the CEO from time to time. Executive may, without violating this Section 1(a): (i) as a passive investment, own publicly traded securities; (ii) engage in charitable, professional, trade association, community, religious, and civic activities; (iii) attend to Executive’s personal matters and finances; and (iv) with the prior written consent of the Company’s Board of Directors (the “Board”), serve on a board, in each case, so long as such ownership, interests, or activities do not interfere with Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement. Executive’s principal place of employment shall be the Company’s Houston, Texas office, subject to reasonable business travel.

2.Term of Employment.

(a)Executive shall be employed at will. Executive’s employment under this Agreement shall be for the period beginning on the Effective Date and ending on the date Executive’s employment terminates pursuant to Section 6 hereof. The period from the Effective Date through the date on which Executive’s employment terminates pursuant to this Agreement, regardless of the time or reason for such termination (the “Termination Date”), shall be referred to herein as the “Employment Period.”

(b)Notwithstanding anything herein to the contrary, this Agreement and the Employment Period is conditioned upon Executive’s successful completion of a drug screening and the Company receiving satisfactory results from the verification of Executive’s work history, criminal background check and credit check, all of which Executive hereby expressly authorizes by Executive’s execution of this Agreement. The Company reserves the right to terminate this Agreement in the event the results of such items are not successful or satisfactory to the Company in its sole discretion. In the event of any such termination, this Agreement shall be deemed null and void and Executive shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates, other than Executive’s earned but unpaid Base Salary through the date of termination.

3.Compensation.

(a)Base Salary. During the Employment Period, the Company shall pay to Executive an annualized base salary of $325,000, payable in substantially equal installments in conformity with the Company’s customary payroll practices for similarly situated Executives, but no less frequently than monthly. Executive’s base salary shall be reviewed at least annually by the Board (or a committee thereof) and the Board (or a committee thereof) may, but shall not

Exhibit 10.2

be required to, increase the base salary during the Employment Period. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.

(b)Annual Bonus. Executive shall be eligible for discretionary cash bonus compensation with a target amount equal to fifty percent (50%) of Executive’s Base Salary for each calendar year that Executive is employed by the Company hereunder (the “Annual Bonus”). The performance targets that must be achieved to be eligible for certain bonus levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and communicated to Executive in the applicable calendar year (the “Bonus Year”). Executive’s actual Annual Bonus may be greater or lesser than the target bonus percentage level based on performance, as determined by the Board (or a committee thereof) in its sole discretion. Each Annual Bonus, if any, shall be paid as soon as feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the applicable Bonus Year have been achieved. Notwithstanding anything in this Section 3(b) to the contrary, except as expressly provided in Section 7, no Annual Bonus, if any, shall be payable for any Bonus Year unless Executive remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus is paid.

(c)Equity Awards.

(i)Executive will receive a number of shares of restricted Company common stock in the form of restricted stock units in an amount equal to $50,000 based upon the fair market value of the stock on the date of grant vesting ratably over three years. This Equity Award will be granted within two weeks of the Effective Date and will be subject to and governed by the terms and conditions (including vesting conditions) as provided in the award agreement and the Incentive Plan (as defined below) and other governing documents under which the Equity Awards are granted.

(ii)For the portion of the Employment Period on or after March 1, 2026, Executive shall be eligible to receive annual awards under the Company’s equity incentive plan for the executives of the Company as may be in effect from time to time (the “Incentive Plan”). Equity awards will have a target amount up to 90% of Base Salary. All awards granted to Executive under the Incentive Plan, if any, shall be in such amounts and on such terms and conditions as the Board or a committee thereof shall determine from time to time, and shall be subject to and governed by the terms and provisions of the Incentive Plan as in effect and the award agreements evidencing such awards.

4.Business Expenses. Subject to Section 21, the Company shall reimburse Executive for Executive’s reasonable and documented out-of-pocket business-related expenses incurred during the Employment Period in the performance of Executive’s duties consistent with the Company’s expense policy.

5.Benefits.

(a)During the Employment Period, Executive shall be eligible to participate in the same benefit plans and programs as other similarly situated Company executives, subject to the terms and conditions of the applicable plans and programs in effect from time to time. The Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any such plan or policy, so long as such changes are similarly applicable to similarly situated Company executives generally.

(b)During the Employment Period, Executive shall be eligible to take 20 days of paid time off per year in accordance with the Company’s paid time off policy as in effect from time to time.

Exhibit 10.2

(c)For the avoidance of doubt, Executive shall be considered an officer of the Company for the purposes of indemnification of directors and officers of the Company as provided in the Company’s bylaws.

6.Termination of Employment.

(a)Company’s Right to Terminate Executive’s Employment for Cause. The Company shall have the right to terminate Executive’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean:

(i)Executive’s breach of this Agreement or any other written agreement between Executive and one or more members of the Company Group, including Executive’s material breach of any representation, warranty, or covenant made under any such agreement;

(ii)Executive’s breach of any policy or code of conduct established by a member of the Company Group and applicable to Executive;

(iii)Executive’s violation of any law applicable to the workplace

(including any law regarding anti-harassment, anti-discrimination, or anti-retaliation);

(iv)Executive’s gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft, malfeasance, dishonesty, embezzlement, or misappropriation of the property that is injurious to the Company Group;

(v)the commission by Executive, as determined in good faith by the Board, of, or conviction or indictment of Executive for, or plea of nolo contendere by Executive to, any felony (or state law equivalent) or any crime involving moral turpitude; or

(vi)Executive’s failure or refusal, other than due to Disability (as defined below), to perform Executive’s obligations pursuant to this Agreement or to follow any lawful directive from the Board or the Company, as determined by the Board;

provided, however, that if Executive’s actions or omissions as set forth in this Section 6(a)(vi) are, in the Board’s sole discretion, curable by Executive, such actions or omissions must remain uncured thirty (30) days after the Company provides Executive written notice of the obligation to cure such actions or omissions.

(b)Company’s Right to Terminate for Convenience. The Company shall have the right to terminate Executive’s employment for convenience at any time and for any reason, or no reason at all, upon written notice to Executive.

(c)Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate Executive’s employment with the Company at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i)a material diminution in Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives of the Company in substantially the same proportion;

(ii)a material diminution in Executive’s authority, duties, or responsibilities that is caused by the Company (it being understood that changes to

Exhibit 10.2

reporting structure affecting Executive shall not be deemed a material diminution so long as Executive’s responsibilities remain materially consistent with those of Senior Vice President, General Counsel and Corporate Secretary of similarly-sized companies); or

(iii)the relocation of Executive’s principal place of employment by more than seventy-five (75) miles unless the Company pays the reasonable costs associated with Executive’s relocation.

Notwithstanding the foregoing provisions of this Section 6(c), any assertion by Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to Executive’s claim of Good Reason must have arisen without Executive’s consent; (B) Executive must provide written notice to the Board of the existence of such condition(s) within thirty (30) days of the initial occurrence of such condition(s); (C) the condition(s) must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Executive’s termination of employment must occur within thirty (30) days after the end of the period referenced in clause (C). Further, no suspension of Executive or reduction in Executive’s authority, duties, and responsibilities in conjunction with any leave required or other action taken by the Company as part of any investigation into alleged wrongdoing by Executive shall give rise to Good Reason.

(d)Death or Disability. Upon the death or disability of Executive during the Employment Period, Executive’s employment with the Company shall automatically terminate. A “Disability” shall exist if the Board, in its reasonable discretion, determines that Executive is unable to perform the essential functions of Executive’s position due to physical or mental impairment that continues, or can reasonably be expected to continue, for a period in excess of ninety (90) consecutive days or for a total of one hundred twenty (120) days, whether or not consecutive, in any twelve (12)-month period or, in the event the Company has a long-term disability insurance policy covering Executive that insures against “permanent disability,” the term “Disability” shall have the meaning ascribed to such term under such policy.

(e)Executive’s Right to Terminate for Convenience. Executive shall have the right to terminate Executive’s employment with the Company for convenience at any time and for any other reason, or no reason at all, upon sixty (60) days advance written notice to the Company; provided, however, that if Executive has provided notice to the Company, the Company may determine, in its sole discretion, that such termination shall be effective on any date prior to the effective date of termination provided in such notice and any requirement to continue salary or benefits shall cease as of such earlier date.

(f)Change in Control Termination. A “Change in Control Termination” means termination of Executive’s employment by the Company as a result of a Termination without Cause or by Executive as a result of a Termination for Good Reason within twelve (12) months following a Change in Control. A “Change in Control” shall be deemed to have occurred upon any of the events described in Sections 6(f)(i)-(iv).

(i)any “person” or “persons” (as defined in Section 3(a)(9) of the Exchange Act, and as modified in Sections 13(d) and 14(d) of the Exchange Act) other than and excluding (1) the Company or any of its subsidiaries,(2) any Executive benefit plan of the Company or any of its subsidiaries, (3) any affiliate of the Company, (4) an entity owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, or (5) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the shares of voting stock of the Company then outstanding;

Exhibit 10.2

(ii)the consummation of any merger, organization, business combination, or consolidation of the Company or one of its subsidiaries with or into any other entity, other than a merger, reorganization, business combination, or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto and their respective affiliates holding securities which represent immediately after such merger, reorganization, business combination, or consolidation more than 50% of the combined voting power of the voting securities of the Company or the surviving company or the parent of such surviving company;

(iii)the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition if the holders of the voting securities of the Company outstanding immediately prior thereto and their respective affiliates hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquire or, or parent of the acquire or, of such assets; or

(iv)the stockholders of the Company approve a plan of complete

liquidation or dissolution of the Company.

7.Benefits Upon Termination.

(a)If Executive’s employment with the Company terminates for any reason, the Company will pay to Executive (or Executive’s estate): (i) Executive’s earned but unpaid Base Salary through the Termination Date; (ii) any accrued but unused vacation to the extent required under applicable law; and (iii) reimbursement for incurred but unreimbursed expenses pursuant to Company policy (collectively “Accrued Benefits”).

(b)If Executive’s employment is terminated pursuant to Section 6(b) or Section 6(c), then if Executive: (A) executes on or before the Release Expiration Date (as defined below), and does not revoke a general release agreement in a form reasonably acceptable to the Company (the “Release”); and (B) abides by the terms of each of Sections 8, 9 and 10 and any other post- employment obligations that Executive may owe to the Company Group, then the Company shall provide Executive with:

(i)twelve (12) months’ of Executive’s Base Salary for the year in which such termination occurs (such total severance payments, the “Salary Continuation”), paid in substantially equal installments over the twelve (12)-month period following Termination Date (the “Severance Period”), provided that, subject to Section 21, on the Company’s first regularly scheduled pay date on or after the date that is sixty (60) days after the Termination Date (the “First Payment Date”), the Company shall pay to Executive, without interest, the aggregate amount of any installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date and the remaining installments shall be paid on the Company’s regularly scheduled pay dates during the Severance Period;

(ii)a pro-rata portion of Executive’s Annual Bonus for the Bonus Year that includes the Termination Date, with the amount of the Annual Bonus to be determined by the Board (or a committee thereof) based on actual performance for the entire Bonus Year, to be paid to Executive when annual bonuses for the applicable year are paid to similarly situated executives of the Company, but in no event later than March 15 of the calendar year following the calendar year in which the Termination Date occurs;

Exhibit 10.2

(iii)any earned but unpaid Annual Bonus for the calendar year immediately preceding the Termination Date, determined without regard to the requirement that Executive remain employed through the date of payment, to be paid to Executive when such bonus would otherwise become payable in accordance with Section 3(b) hereof;

(iv)during the portion, if any, of the Severance Period that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the Executive contribution amount that similarly situated Executives of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Executive on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Executive submits to the Company documentation of the applicable premium payment paid by Executive, which documentation shall be submitted by Executive to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Executive shall be eligible to receive such reimbursement payments until the earliest of (i) the last day of the Severance Period; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Executive); provided however that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage;

(v)all unvested time-vested restricted stock or restricted stock units shall be forfeited;

(vi)all unvested time-based options shall be forfeited; and

(vii)all unvested performance-vested awards shall be forfeited.

(c)If Executive’s employment is terminated pursuant to Section 6(d), subject to Executive’s (or Executive’s estate) execution and non-revocation of the Release, Executive shall be entitled to the payments and benefits described in Sections 7(b)(ii)-(iv), and:

(i)all unvested time-vested restricted stock and restricted stock unit grants shall automatically vest and become non-forfeitable;

(ii)all unvested time-based options shall vest and become exercisable, and such options may be exercised through the earlier of the original option expiration and 90 days following the date of termination; and

(iii)a Pro-Rata Portion of Executive’s unvested performance-vested performance share unit or restricted stock unit grants shall vest and be deemed satisfied at target performance. The “Pro-Ration Portion” shall be determined based on a fraction, the numerator of which is the number of days of completed service by the Executive from the grant date of such award through the Termination Date, and the denominator of which is the total number of days in the applicable performance period.

Exhibit 10.2

(d)If Executive’s employment is terminated on account of a Change in Control Termination pursuant to Section 6(f), subject to Executive’s execution and non-revocation of the Release, Executive shall be entitled to the payments and benefits described in Sections 7(b)(i)-(iv), Section 7(c)(i), and:

(i)all unvested time-based options shall vest and become exercisable, and such options may be exercised through the earlier of the original option expiration and 90 days following the date of termination; provided, however, if the Change in Control Termination occurs on the date of the Change in Control or if the option awards are not assumed or substituted following the Change in Control, Executive will receive a one-time lump sum cash payment within 30 days of the Executive’s execution and non- revocation of the Release equal to the fair market value of the underlying shares as determined under the definitive agreements governing the Change in Control, less the aggregate exercise price of the applicable time-based options and less all applicable tax withholdings. The cash payment under this Section 7(d)(i) will be in full satisfaction of the Company’s obligations under the option awards and the option awards will be cancelled and of no further force or effect following Executive’s receipt of the cash payment and without any further action on the part of the parties; and

(ii)all unvested performance-vested performance option, share unit or restricted stock unit grants shall vest as follows: (a) if less than one year of the performance period has been completed, a Pro-Rata Portion of Executive’s unvested performance-vested performance share unit or restricted stock unit grants shall vest and be deemed satisfied at target performance, and (b) if greater than one year of the performance period has been completed, the full amount of the unvested performance- vested performance share unit or restricted stock unit grant shall be deemed satisfied at the greater of target or actual performance as of the Change in Control Termination extrapolated through the end of the applicable performance period. All unvested performance-based options that become vested and exercisable under this Section 7(d)(ii) may be exercised through the earlier of the original option expiration and 90 days following the date of termination; provided, however, if the Change in Control Termination occurs on the date of the Change in Control or if the option awards are not assumed or substituted following the Change in Control, Executive will receive a one- time lump sum cash payment within 30 days of the Executive’s execution and non- revocation of the Release equal to the fair market value of the underlying shares as determined under the definitive agreements governing the Change in Control, less the aggregate exercise price of the applicable performance-based options and less all applicable tax withholdings. The cash payment under this Section 7(d)(ii) will be in full satisfaction of the Company’s obligations under the option awards and the option awards will be cancelled and of no further force or effect following Executive’s receipt of the cash payment and without any further action on the part of the parties.

(e)If the Release is not executed and returned to the Company on or before the Release Expiration Date, and any required revocation period has not fully expired without revocation of the Release by Executive, then Executive shall not be entitled to any portion of the payments or benefits described in Sections 7(b)-(d), as applicable. As used herein, the “Release Expiration Date” is that date that is either twenty-one (21) or forty-five (45) days, as applicable, following the date upon which the Company delivers the Release to Executive. The Company reserves the right to assign only portions of the consideration provided in exchange for the Release to Executive’s release of Age Discrimination in Employment Act (“ADEA”) claims thereunder, such that the rest of the Release will remain effective if Executive revokes his release of ADEA claims following his execution of the Release.

Exhibit 10.2

(f)After-Acquired Evidence. In the event that the Company determines that Executive is eligible to receive the benefits described in Sections 7(b)-(d) but, after such determination, the Company acquires evidence or determines that: (i) Executive has failed to abide by the terms of Sections 8, 9 and 10 or any other post-employment obligations that Executive owes the Company Group; or (ii) a Cause condition existed prior to the Termination Date that, had the Company been aware of such condition, would have given the Company the right to terminate Executive’s employment pursuant to Section 6(a), then the Company shall have the right to cease the payment of the benefits described in Sections 7(b)-(d) and Executive shall promptly return to the Company all such benefits received by Executive.

8.Confidentiality. Executive will be provided with, and will have access to, Confidential Information (as defined below). In consideration of Executive’s receipt and access to such Confidential Information, and as a condition of Executive’s employment hereunder, Executive shall comply with this Section 8.

(a)Both during the Employment Period and thereafter, except as expressly permitted by this Agreement or by directive of the Board, Executive shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Except to the extent required for the performance of Executive’s duties on behalf of the Company Group, Executive shall not remove from the facilities of the Company Group any Confidential Information.

(b)Notwithstanding any provision of Section 8(a) to the contrary, Executive may make the following disclosures and uses of Confidential Information:

(i)disclosures to other Executives, officers, or directors of a member of the Company Group who have a need to know the information in connection with the businesses of the Company Group;

(ii)disclosures to customers and suppliers when, in the reasonable and good faith belief of Executive, such disclosure is in connection with Executive’s performance of Executive’s duties under this Agreement and is in the best interests of the Company Group;

(iii)disclosures and uses that are approved in writing by the Board; or

(iv)disclosures to a person or entity that has: (x) been retained by the Company Group to provide services to the Company Group, and (y) agreed in writing to abide by the terms of a confidentiality agreement.

(c)On the Termination Date, and at any other time upon request of the Company, Executive shall deliver to the Company all documents (including electronically stored information), and all copies thereof containing or pertaining to Confidential Information and any other property of the Company Group in Executive’s possession, custody or control. Within five

(5) days of any such request, Executive shall certify to the Company in writing that all such documents, materials, and property have been returned to the Company.

(d)“Confidential Information” means confidential information relating to the business of the Company Group that (i) has been made known to Executive through his relationship with the Company Group, (ii) has value to the Company Group and (iii) is not generally known to the public. Confidential Information includes, without limitation, information relating to business strategies, investment and disposition strategies, sums invested, information

Exhibit 10.2

regarding current or prospective deals and transactions, terms of transaction documents (including but not limited to purchase and sale agreements, operating agreements, lease agreements, and employment agreements), financial information, product information, customer information, non- public personnel information, research activities, and marketing plans and strategies regardless of whether such information is marked “confidential.” Confidential Information includes trade secrets (as defined under applicable law) as well as information that does not rise to the level of a trade secret and includes information that has been entrusted to the Company Group by a third party under an obligation of confidentiality. Confidential Information does not include any information that has been voluntarily disclosed to the public by the Company Group (except where such public disclosure has been made by Executive without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

(e)Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Executive from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority (including the U.S. Securities and Exchange Commission, the National Labor Relations Board, and the Equal Employment Opportunity Commission) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive from any such governmental authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation of law; (iv) making disclosures required, or reasonably necessary, to comply with applicable law; (v) making disclosures in legal or arbitral proceedings that are required or reasonably necessary to enforce this Agreement; or (vi) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires Executive to obtain prior authorization before engaging in any conduct described in this paragraph or to notify the Company that Executive has engaged in any such conduct.

9.Non-Competition, Non-Solicitation, Non-Disparagement.

(a)The Company shall provide Executive access to Confidential Information for use only during the Employment Period. Moreover, Executive acknowledges and agrees that the Company Group will entrust Executive with developing and maintaining substantial relationships with prospective or existing customers, vendors, and clients of the Company and developing and maintaining the goodwill of the Company. In consideration of the foregoing and as an express incentive for the Company to enter into this Agreement and employ Executive hereunder, Executive voluntarily agrees to the covenants set forth in this Section 9. Executive agrees and acknowledges that the limitations and restrictions set forth herein are reasonable in all respects, do not interfere with public interests, will not cause Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the legitimate business interests of the Company Group.

(b)During the Prohibited Period, Executive shall not, directly or indirectly, for Executive or on behalf of or in conjunction with any other person or entity:

Exhibit 10.2

(i)render managerial, employment, executive, or consulting services of the type provided by Executive to or on behalf of the Company within the two (2) years prior to the Termination Date to any person or entity that engages in or owns, invests in any material respect, operates, manages or controls any venture or enterprise which substantially engages or proposes to substantially engage in the Business in the Market Area. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the passive ownership by Executive of not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended;

(ii)appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area;

(iii)solicit, canvass, approach, encourage, entice, or induce any customer or supplier of the Company Group which or with whom Executive had contact, was involved as part of Executive’s job responsibilities (including oversight responsibility) with the Company Group and/or about whom Executive learned Confidential Information to cease or lessen such customer’s or supplier’s business with the Company Group or otherwise adversely interfere with the relationship between the Company Group and such customer or supplier;

(iv)solicit, canvass, approach, encourage, entice, or induce any Executive or contractor of the Company Group to terminate or reduce his, her, or its employment or engagement with the Company Group; or

(v)attempt to do any of the foregoing.

(c)Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 8 and in this Section 9, and because of the immediate and irreparable damage that would be caused to the Company Group for which they would have no other adequate remedy, the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without posting any bond. The aforementioned equitable relief shall limit the Company Group’s other rights and remedies available at law and equity.

(d)The covenants in this Section 9, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). In the event a court of competent jurisdiction determines that the scope, time, or territorial restrictions set forth are unreasonable, then it is the intent of the Parties that such restrictions be enforced to the fullest extent which such court deems reasonable, and this Agreement shall be reformed to make the covenants contained enforceable to the maximum extent permitted by applicable law.

(e)The following terms shall have the following meanings:

(i)“Business” shall mean the business and operations that are the same or similar to those performed by the Company Group during the Employment Period or which the Company Group had material plans to engage in during the Employment Period, which business and operations include (A) the development, manufacture, and delivery of prescriptive chemistry-based technology and related services, including specialty and commodity chemicals to clients in the energy (e.g., oil and gas), industrial cleaning, and agricultural industries around the world, and (B) the business of developing

Exhibit 10.2

and selling oil and gas analyzers and measurement tools and related software and providing data analytics and data services in the oil and gas industry.

(ii)“Business Opportunity” shall mean any commercial, investment, or other business opportunity relating to the Business.

(iii)“Market Area” shall mean the geographic area within (A) the state of Texas and (B) a two hundred (200)-mile radius of any office or other facility of the Company Group where Executive worked or for which Executive had managerial oversight during the two (2) years preceding the Termination Date.

(iv)“Prohibited Period” shall mean the period during which Executive is employed by any member of the Company Group and continuing for a period of twelve

(12) months following the Termination Date.

10.Ownership of Intellectual Property

(a)The Company shall own all Work Product (as defined below). If any of the Work Product may not, by operation of law, be considered work made for hire by Executive for the Company, Executive agrees to assign, and upon creation thereof automatically assign, without further consideration, the ownership of all Confidential Information, Work Product and other intellectual property rights therein to the Company, its successors and assigns. The Company shall have the right to obtain and hold in its or their own name copyrights, registrations, patents, and any other protection available in the foregoing. Executive agrees to perform, upon the reasonable request of the Company, during or after Executive’s termination of employment with the Company, such further acts as may be necessary or desirable to transfer, perfect and defend the Company’s ownership of the Work Product. The Company shall reimburse all reasonable out-of- pocket expenses incurred by Executive at the Company’s request in connection with the foregoing. Executive hereby irrevocably relinquishes and waives for the benefit of the Company Group and its assigns any moral rights and any other nonassignable rights or claims in the Work Product recognized by applicable law. To the extent any of Executive’s rights in the Work Product are not assignable or waivable, Executive hereby grants the Company a perpetual, irrevocable, exclusive license to use and exercise such rights in any manner whatsoever.

(b)For purposes hereof, “Work Product” means all intellectual property rights, including all U.S. and international copyrights, patentable inventions, Trade Secrets, discoveries and improvements, and other intellectual property rights, in any programming, documentation, technology, strategic plans, information, ideas, concepts or other work product (i) that relates to the business and interests of the Company Group and that Executive creates, invents, conceives or develops at any time during the term of Executive’s employment (whether or not during normal working hours), and for a period of 180 days thereafter, (ii) that relate to the Company Group’s business, actual or demonstrably anticipated research or development of the Company Group, or which results from any work performed by Executive (alone or in conjunction with others) for the Company Group or (iii) that is now contained in any of the technologies, products or systems of the Company Group to the extent Executive invented, created, conceived, developed or delivered such Work Product to the Company Group prior to the date of this Agreement while Executive was engaged as an Executive of the Company Group or its predecessors in interest.

11.Defense of Claims; Cooperation. During the Employment Period and for a period of eighteen (18) months after the Termination Date, upon request from the Company, Executive shall cooperate with the Company Group in the defense or investigation of any claims or actions

Exhibit 10.2

that may be made by or against the Company Group that relate to Executive’s actual or prior areas of responsibility or knowledge.

12.Withholdings; Deductions. The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local, and other taxes as may be required pursuant to any law or governmental regulation or ruling and

(b) any deductions consented to in writing by Executive.

13.Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define, or otherwise affect the provisions hereof. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. Nothing in this Agreement is intended, or shall be interpreted, to require Executive to violate any obligation of the Texas Disciplinary Rules of Professional Conduct governing attorneys, or to waive any provision thereof concerning the prudent retention of records.

14.Applicable Law; Submission to Jurisdiction. This Agreement shall be construed according to the laws of the State of Texas without regard to its conflict of laws principles. With respect to any claim or dispute related to or arising under this Agreement, the parties agree to the exclusive jurisdiction, forum, and venue of the state and federal courts (as applicable) located in Houston, Texas. The parties agree that in any dispute or action arising out of Executive’s employment with the Company, termination thereof, or this Agreement, each Party will bear their own costs and attorneys’ fees.

15.Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties with respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof; provided, however, that the provisions of this Agreement are in addition to and complement (and do not replace or supersede) any other written agreement(s) or parts thereof between Executive and any member of the Company Group that create restrictions on Executive with respect to confidentiality, non-disclosure, non-competition, non-solicitation, no-hire, non-interference or non-disparagement.

16.Waiver of Breach. Any waiver of this Agreement must be in writing and executed by the Party to be bound by such waiver. No waiver by either Party hereto of a breach of any provision of this Agreement by the other Party, or of compliance with any condition or provision of this Agreement to be performed by such other Party, will operate or be construed as a waiver of any subsequent breach by such other Party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either Party hereto to take any action by reason of any breach will not deprive such Party of the right to take action at any time.

17.Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Executive. The Company may assign this Agreement without Executive’s consent.

18.Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been received (a) when delivered in person, (b) when sent by electronic mail transmission (with confirmation of receipt) to the email address set forth below, if applicable, or

(c) on the first business day after such notice is sent by express overnight courier service, in each case, to the following address, as applicable, or such other address as the recipient party shall have specified by prior written notice to the sending Party:

Exhibit 10.2

If to the Company, addressed to:

Flotek Industries, Inc.

Attn: Chief Executive Officer

5775 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086

With a copy to:

Flotek Industries, Inc.

Attn: VP People Operations

5775 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086

If to Executive, addressed to: Executive’s most recent address and personal email address in the records of the Company.

19.Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

20.Deemed Resignations. Except as otherwise agreed to in writing by Executive and the Company, any termination of Executive’s employment shall constitute an automatic resignation of Executive: (a) as an officer of the Company and each member of the Company Group and (b) as a director on the Board. Executive agrees to take any further actions that any member of the Company Group reasonably requests to effectuate or document the foregoing.

21.Section 409A. Payments pursuant to this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code and accompanying regulations (“Section 409A”), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of the application of Section 409A, each payment in a series of payments shall be deemed a separate payment. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.

22.Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or pursuant to the Company’s policies as in effect from time to time, amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback laws, or policies, or procedures adopted by any member of the Company Group, which clawback laws, or policies, or procedures that provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement. Notwithstanding any provision of this Agreement to the contrary, each member of the Company Group reserves the right, without the consent of Executive, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.

23.Effect of Termination. The provisions of Sections 7, 9, 10, 11, 12, and 20 and those provisions necessary to interpret and enforce them shall survive any termination of this Agreement and any termination of the employment relationship between Executive and the Company.

Exhibit 10.2

24.Third-Party Beneficiaries. Each member of the Company Group that is not a signatory to this Agreement shall be a third-party beneficiary of Executive’s obligations hereunder and shall be entitled to enforce such obligations as if a party hereto.

25.Severability. If a court of competent jurisdiction determines that any provision of this Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

26.Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “ parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and, through error or otherwise, that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 26 shall require any member of the Company Group to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

[Remainder of Page Intentionally Blank; Signature Page Follows]

Exhibit 10.2

IN WITNESS WHEREOF, Executive and the Company each have caused this Agreement to be executed and effective as of the Effective Date.

Flotek Industries, Inc.

By:
	Ryan Ezell
	Chief Executive Officer	Christina Ibrahim
	Date	Date

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ryan Ezell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Flotek Industries, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Ryan Ezell
Ryan Ezell
Chief Executive Officer

Date: May 7, 2026

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bond Clement, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Flotek Industries, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Bond Clement
Bond Clement
Chief Financial Officer

Date: May 7, 2026

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Flotek Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ryan Ezell
Ryan Ezell
Chief Executive Officer

Date: May 7, 2026

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Flotek Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bond Clement
Bond Clement
Chief Financial Officer

Date: May 7, 2026