02/26/2026 | Press release | Distributed by Public on 02/26/2026 16:28
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Based Restricted Stock Unit | (4) | 02/24/2026 | A | 36,595 | (4) | (4) | Common Stock | 36,595 | $ 0 | 36,595 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ezell Ryan Gillis 5775 N. SAM HOUSTON PARKWAY W. STE 400 HOUSTON, TX 77086 |
X | CEO | ||
| /s/ J. Bond Clement as attorney-in-fact | 02/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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). |
| (2) | 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. |
| (3) | Restricted stock units that vest in three equal annual installments. |
| (4) | 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. |