FTK · Flotek Industries Inc/Cn/ · Insider Trading

On September 11, 2026, ProFrac GDM, LLC ("ProFrac GDM") sold to THRC Holdings, LP ("THRC") and Farris Wilks, pursuant to stock transfer agreements (the "Flotek Stock Transfer Agreements"), 1,319,493 shares and 987,313 shares, respectively, of common stock, par value $0.0001 per share ("Common Stock"), of Flotek Industries, Inc., in exchange for the cancellation of $34,320,000 of Alpine Holding II, LLC ("Alpine") term loans held by THRC and $25,680,000 of Alpine term loans held by Farris Wilks.

Pursuant to the Flotek Stock Transfer Agreements, the price per share of $26.01 was determined by using the volume-weighted average price of the Common Stock reported on the New York Stock Exchange for the five consecutive trading days ending on (and including) the trading day immediately preceding September 11, 2026.

On September 11, 2026, THRC Holdings, LP ("THRC") acquired from ProFrac GDM, LLC ("ProFrac GDM"), pursuant to a stock transfer agreement (the "Flotek Stock Transfer Agreement"), 1,319,493 shares of common stock, par value $0.0001 per share ("Common Stock"), of Flotek Industries, Inc., in exchange for the cancellation of $34,320,000 of Alpine Holding II, LLC term loans held by THRC.

Pursuant to the Flotek Stock Transfer Agreement, the price per share of $26.01 was determined by using the volume-weighted average price of the Common Stock reported on the New York Stock Exchange for the five consecutive trading days ending on (and including) the trading day immediately preceding September 11, 2026.

The reporting person, as VP-Investments of THRC may be deemed to exercise voting and investment power over the Common Stock directly owned by THRC, and therefore, may be deemed to beneficially own such shares. THRC directly holds the shares of Common Stock. The reporting person disclaims beneficial ownership of all equity securities reported herein except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that the reporting person is the beneficial owner of any equity securities covered by this Form 4.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.20, inclusive. The reporting person undertakes to provide to Flotek Industries, Inc. (the Company), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

Restricted Stock Awards ("RSAs") granted as consideration for service on the Board. RSAs vest on the earlier of the one-year anniversary of the grant date or the next annual shareholders meeting (provided such meeting occurs at least 50 weeks after the grant date).

Restricted Stock Awards ("RSAs") granted as consideration for service on the Board. RSAs vest on the earlier of the one-year anniversary of the grant date or the next annual shareholders meeting (provided such meeting occurs at least 50 weeks after the grant date).

The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units previously granted on May 16, 2025.

Includes 131 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period commencing January 1, 2026. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c)

Restricted Stock Awards ("RSAs") granted as consideration for service on the Board. RSAs vest on the earlier of the one-year anniversary of the grant date or the next annual shareholders meeting (provided such meeting occurs at least 50 weeks after the grant date).

The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units previously granted on May 16, 2025.

Includes 453 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period commencing January 1, 2026. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c)

Restricted Stock Awards ("RSAs") granted as consideration for service on the Board. RSAs vest on the earlier of the one-year anniversary of the grant date or the next annual shareholders meeting (provided such meeting occurs at least 50 weeks after the grant date).

Restricted Stock Awards ("RSAs") granted as consideration for service on the Board. RSAs vest on the earlier of the one-year anniversary of the grant date or the next annual shareholders meeting (provided such meeting occurs at least 50 weeks after the grant date).

On March 13, 2026, ProFrac GDM, LLC ("ProFrac GDM") exercised the Warrant, which resulted in an issuance of 6,000,000 shares of Common Stock to ProFrac GDM upon conversion of the Warrant. The Issuer's common stockholders have approved the issuance of the Common Stock underlying the Warrant.

On April 28, 2025, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025, by and among ProFrac GDM, PubCo, the Issuer, PWRTEK, LLC, a Texas limited liability company and subsidiary of the Issuer ("PWRTEK"), and the other parties named therein, the Issuer issued a warrant to ProFrac GDM to purchase 6,000,000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "Warrant") as partial consideration for the sale of certain assets by ProFrac GDM to PWRTEK.

On April 28, 2025, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025, by and among ProFrac GDM, PubCo, the Issuer, PWRTEK, LLC, a Texas limited liability company and subsidiary of the Issuer ("PWRTEK"), and the other parties named therein, the Issuer issued a warrant to ProFrac GDM to purchase 6,000,000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "Warrant") as partial consideration for the sale of certain assets by ProFrac GDM to PWRTEK.

On March 13, 2026, ProFrac GDM, LLC ("ProFrac GDM") exercised the Warrant, which resulted in an issuance of 6,000,000 shares of Common Stock to ProFrac GDM upon conversion of the Warrant. The Issuer's common stockholders have approved the issuance of the Common Stock underlying the Warrant.

Each Performance Based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of Flotek Industries, Inc. common stock, subject to the following conditions. Up to half of the PRSUs will vest if, and to the extent, the Company's Adjusted EBITDA meets or exceeds certain thresholds during the performance period of January 1, 2026 to December 31, 2027, subject to continued employment through December 31, 2028. Up to half of the PRSUs will vest, if, and to the extent, the company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services, measured over a performance period from January 1, 2026 through December 31, 2028, meets or exceeds certain thresholds.

Restricted stock units that vest in three equal annual installments.

Restricted stock units that vest in three equal annual installments.

Each Performance Based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of Flotek Industries, Inc. common stock, subject to the following conditions. Up to half of the PRSUs will vest if, and to the extent, the Company's Adjusted EBITDA meets or exceeds certain thresholds during the performance period of January 1, 2026 to December 31, 2027, subject to continued employment through December 31, 2028. Up to half of the PRSUs will vest, if, and to the extent, the Company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services, measured over a performance period from January 1, 2026 through December 31, 2028, meets or exceeds certain thresholds.

Restricted stock units that vest in three equal annual installments.

Includes 263 shares acquired under the 2012 Employee Stock Purchase Plan for the 3-month period commencing October 1, 2025. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c).

The shares were awarded to the reporting person upon the satisfaction of performance criteria for performance based restricted stock units previously granted on October 30, 2024.

The original Form 4, filed on February 26, 2026, is being amended by this Form 4 amendment solely to correct an administrative error. The original Form 4 inadvertently reported a sale of 6,299 common shares instead of a withholding of 6,299 common shares to satisfy a tax withholding obligation.

Each Performance Based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of Flotek Industries, Inc. common stock, subject to the following conditions. Up to half of the PRSUs will vest if, and to the extent, the Company's Adjusted EBITDA meets or exceeds certain thresholds during the performance period of January 1, 2026 to December 31, 2026, subject to continued employment through December 31, 2027. Up to half of the PRSUs will vest, if, and to the extent, the Company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services, measured over a performance period from January 1, 2026 through December 31, 2027, meets or exceeds certain thresholds.

Each Performance Based Restricted Stock Unit ("PRSU") represents a contingent right to receive one share of Flotek Industries, Inc. common stock, subject to the following conditions. Up to half of the PRSUs will vest if, and to the extent, the Company's Adjusted EBITDA meets or exceeds certain thresholds during the performance period of January 1, 2026 to December 31, 2026, subject to continued employment through December 31, 2027. Up to half of the PRSUs will vest, if, and to the extent, the Company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services, measured over a performance period from January 1, 2026 through December 31, 2027, meets or exceeds certain thresholds.

Restricted stock units that vest in three equal annual installments.

Restricted stock units that vest in three equal annual installments.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.465 to $14.96, inclusive. The reporting person undertakes to provide to Flotek Industries, Inc. (the Company), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of Flotek Industries, Inc. common stock subject to achieving a certain threshold on or before December 31, 2025.

Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of Flotek Industries, Inc. common stock subject to achieving a certain threshold on or before December 31, 2025.

Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of Flotek Industries, Inc. common stock subject to achieving a certain threshold on or before December 31, 2025.

Includes 526 shares Dr. Ezell acquired under Flotek Industries, Inc.'s 2012 Employee Stock Purchase Plan for the 3-month period commencing July 1, 2025. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of Flotek Industries, Inc. common stock subject to achieving a certain threshold on or before December 31, 2025.

Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of Flotek Industries, Inc. common stock subject to achieving a certain threshold on or before December 31, 2025.

Each Performance Based Restricted Stock Unit represents a contingent right to receive one share of Flotek Industries, Inc. common stock subject to achieving a certain threshold on or before December 31, 2025.

100% of the options vested on March 7, 2024.

75% of the options vested on May 16, 2025 and the remaining 25% vested on July 29, 2025.

Includes 604 shares Dr. Ezell acquired under Flotek Industries, Inc. 2012 Employee Stock Purchase plan for the three month period commencing April 1, 2025. This transaction is exempt under both Rule 16b-3(d) and Rule 16b-3(c).

On December 20, 2023, the reporting person filed a Form 4 reporting depositions of 2,825 and 2,802 shares to cover tax withholding, which should have been 2,030 and 2,013. The number of shares beneficially owned following this transaction has been adjusted to correct this error.