WD Thunder CV Ultimate GP LLC - 17 Mar 2025 Form 3/A - Amendment Insider Report for Flowco Holdings Inc. (FLOC)

Footnote F1

Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV IND LP ("CF IND") of 92,644 shares of Class A Common Stock ("Class A Common Stock") of Flowco Holdings Inc. (the "Issuer"). The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF IND as a result of administrative error.

Footnote F2

Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV Parallel LP ("CF Parallel") of 3,325,253 shares of Class A Common Stock. The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF Parallel as a result of administrative error.

Footnote F3

Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV LP ("CF Main") of 965,166 shares of Class A Common Stock. The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF Main as a result of administrative error.

Footnote F4

Pursuant to the transactions described in footnotes (4) and (5) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WDE Flogistix Aggregate LLC ("WDE") of 10,100,525 Common Units of Flowco MergeCo LLC (the "Common Units"). The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Common Units received by WDE as a result of administrative error. Each Common Unit will be paired with one share of Class B common stock of the Issuer ("Class B Common Stock," and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo LLC (the "Restated LLC Agreement"), which was entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO,

Footnote F5

(Continued from footnote 4) (i) all then-existing and outstanding limited liability company interests of Flowco MergeCo LLC were recapitalized into Common Units and (ii) each Paired Interest was exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally will be cancelled.

Footnote F6

WD Thunder CV GP LP ("CV GP") is the general partner of each of CF IND, CF Parallel and CF Main (the "Blocker Shareholders") and the sole manager of WDE (WDE, together with the Blocker Shareholders, the "Direct Holders"). CV GP is controlled by WD Thunder CV Ultimate GP LLC ("WD GP"). WD GP is controlled by its board of managers which consists of four members.

Footnote F7

These securities are held directly by CF IND. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

Footnote F8

These securities are held directly by CF Parallel. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

Footnote F9

These securities are held directly by CF Main. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

Footnote F10

These securities are held directly by WDE. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

Footnote F11

This Form 3 is not reporting any additional securities owned by the Reporting Persons. The aggregate number of securities held by the Reporting Persons was correctly stated in the original Form 3 filed on January 15, 2025; however, the original Form 3 filing reflected an incorrect number of shares of Class A Common Stock held by CF IND, CF Parallel and CF Main, and the number of Common Units held by WDE as a result of administrative error.