Fairbanks Jonathan B. 4

What Happened
Jonathan B. Fairbanks (reported as a 10% owner via GEC-related entities) exercised/converted derivative/paired interests and then sold a total of 7,800,000 Flowco (FLOC) shares in open-market transactions on March 23, 2026. The sales were executed at $21.18 per share, generating gross proceeds of $165,165,000. The Form 4 shows multiple "M" (exercise/conversion) entries for 1,682,406; 1,907,855; and 4,031,250 shares and corresponding "S" (sale) entries for those lots plus two smaller sale lots (94,694 and 83,795 shares).

Key Details

• Transaction date: March 23, 2026; Form 4 filed March 25, 2026 (within the typical two-business-day reporting window).
• Sales: 7,800,000 shares sold at $21.18 each = $165,165,000 gross proceeds.
• Exercises/Conversions: Three derivative/conversion entries totaling 7,621,511 shares (reported as "M" — exercise or conversion) which were followed by sales. Several derivative entries also show $0.00 cost/disposition consistent with conversion/cancellation mechanics.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Notable footnotes:
  • The sold shares relate in part to "Common Units" that are paired with Class B shares and are exchangeable into Class A common stock under the Restated LLC Agreement (F1–F2). Upon exchange the paired Class B shares are generally cancelled.
  • Fairbanks is reported as manager/controlling member of GEC-related entities that hold these securities; disclaimers in the filing state many GEC entities will be added as reporting persons later and disclaim beneficial ownership except to the extent of pecuniary interest (F3–F7).
  • The filing’s remarks note a Stockholders Agreement that may create a voting "group" potentially beneficially owning >50% of Class A stock; the filing is made in part because of that deemed group membership.

Context

• Transaction type: "M" = exercised/converted paired interests (derivative) and then sold shares ("S"). This pattern is a cashless-like conversion and immediate disposition rather than a straight open-market buy.
• Insider status: Fairbanks is a 10% owner through investment vehicles (institutional fund manager role), not a company executive — these are large-holder/institutional transactions and can reflect portfolio/liquidity management rather than a signal about company fundamentals.
• No timing or tax-withholding flags were indicated in the provided filing excerpt.

(As always, Form 4 filings report what was done, not why — retail investors should combine insider filings with company fundamentals and other disclosures before drawing investment conclusions.)