Companies: 11,261     total market cap: โ‚ฌ132.278 T
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Flotek Industries
FTK
#6634
Rank
โ‚ฌ0.74 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
20,53ย โ‚ฌ
Share price
-4.73%
Change (1 day)
114.31%
Change (1 year)
๐Ÿงช Chemicals
Categories
  1. Flotek Industries
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2026 Q2

Flotek Industries - 10-Q quarterly report FY2026 Q2


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 June 30, 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)

Delaware90-0023731
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueFTKNew 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 August 3, 2026, there were 36,220,429 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.
Unaudited Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025
4
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025
5
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025
6
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025
7
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025
8
Notes to Unaudited Condensed Consolidated Financial Statements
10
Item 2.
29
Item 3.
38
Item 4.
38
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
39
Item 1ARisk Factors
39
Item 2.
39
Item 3.
40
Item 4.
40
Item 5.
40
Item 6.
41
SIGNATURES
42


2

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, statements regarding expected revenues under the Company’s long-term contracts, the total term of such contracts, the timing of the scaling and deployment of equipment, the total power capacity and operating performance of equipment once deployed, the Company’s ability to perform under and satisfy the terms and conditions of its contracts, estimates, projections, and statements related to the Company’s business plan or performance under the ProFrac Agreement (defined below), Lease Agreement (defined below), Utility Support Contract (as defined below) or PREPA Contract (defined below), objectives, expected operating results, and assumptions upon which those statements are based. Although the forward-looking statements contained in this Quarterly Report reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management and 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 contracts 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. Factors that could cause actual results to differ materially from anticipated results include risks related to the Company’s projects that are outside the Company's control, including, without limitation, securing fuel supply, international logistics, obtaining permits and governmental approvals, satisfying financial requirements, third-party equipment delivery, construction execution and scheduling, meeting execution deadlines, integrating systems, political and regulatory developments, geopolitical instability or armed conflicts, severe weather events, and other factors that could impact project timing, costs, or performance.
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 — “Financial Statements” of this Quarterly Report on Form 10-Q and related disclosures and our 2025 Annual Report.

3

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FLOTEK INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$4,402 $5,731 
Restricted cash104 104 
Accounts receivable, net of allowance for credit losses of $961 and $764 at June 30, 2026 and December 31, 2025, respectively
43,415 19,043 
Accounts receivable, related party, net of allowance for credit losses of $0 at June 30, 2026 and December 31, 2025
70,711 64,204 
Equipment credit, related party9,521 — 
Inventories, net26,626 10,629 
Other current assets3,273 3,445 
Current contract asset9,485 7,621 
Total current assets167,537 110,777 
Long-term contract asset48,593 55,115 
Property and equipment, net23,245 20,344 
Right-of-use assets2,705 3,083 
Deferred tax assets, net24,410 29,152 
Other long-term assets1,546 1,578 
TOTAL ASSETS$268,036 $220,049 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$74,550 $48,317 
Accrued liabilities6,121 7,256 
Income taxes payable593 258 
Interest payable, related party997 1,008 
Current portion of operating lease liabilities1,324 1,251 
Current portion of finance lease liabilities160 153 
Asset-based loan10,400 3,332 
Total current liabilities94,145 61,575 
Deferred revenue, long-term55 — 
Note payable - related party, net of deferred financing costs39,632 39,584 
Long-term operating lease liabilities4,849 5,608 
Long-term finance lease liabilities142 224 
TOTAL LIABILITIES138,823 106,991 
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; 37,440,565 shares issued and 36,217,709 shares outstanding at June 30, 2026; 31,320,960 shares issued and 30,130,480 shares outstanding at December 31, 2025
4 3 
Additional paid-in capital 437,088 434,964 
Accumulated other comprehensive income 153 96 
Accumulated deficit(271,163)(285,780)
Treasury stock, at cost; 1,222,856 and 1,190,480 shares at June 30, 2026 and December 31, 2025, respectively
(36,869)(36,225)
Total stockholders’ equity129,213 113,058 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$268,036 $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 June 30,Six Months Ended June 30,
2026202520262025
Revenue:
Revenue from external customers$43,225 $25,182 $61,390 $49,605 
Revenue from related party56,142 33,168 108,028 64,107 
Total revenues99,367 58,350 169,418 113,712 
Cost of sales75,584 43,943 130,094 86,856 
Gross profit23,783 14,407 39,324 26,856 
Operating costs and expenses:
Selling, general, and administrative7,736 6,796 14,661 13,078 
Asset acquisition expenses — 4,195 — 4,195 
Depreciation664 374 1,295 626 
Research and development497 455 893 810 
Gain on sale of property and equipment— — — (7)
Total operating costs and expenses8,897 11,820 16,849 18,702 
Income from operations14,886 2,587 22,475 8,154 
Other expense:
Interest expense(1,371)(983)(2,703)(1,212)
Other income, net19 181 35 287 
Total other expense(1,352)(802)(2,668)(925)
Income before income taxes13,534 1,785 19,807 7,229 
Income tax expense(3,581)(17)(5,190)(81)
Net income$9,953 $1,768 $14,617 $7,148 
Income per common share:
Basic$0.28 $0.05 $0.40 $0.22 
Diluted $0.26 $0.05 $0.38 $0.21 
Weighted average common shares:
Weighted average common shares used in computing basic income per common share36,151 33,947 36,126 31,827 
Weighted average common shares used in computing diluted income per common share38,472 36,231 38,409 34,026 

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 June 30,Six months ended June 30,
2026202520262025
Net income$9,953 $1,768 $14,617 $7,148 
Other comprehensive income:
Foreign currency translation adjustment23 (110)57 (155)
Comprehensive income$9,976 $1,658 $14,674 $6,993 


















The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
6

FLOTEK INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Six months ended June 30,
20262025
Cash flows from operating activities:
Net income$14,617 $7,148 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Change in fair value of contingent consideration— (127)
Amortization of contract assets4,658 2,916 
Depreciation1,295 626 
Amortization of deferred financing costs189 157 
Provision for credit losses, net of recoveries197 261 
Provision for excess and obsolete inventory1,089 250 
Gain on sale of property and equipment— (7)
Non-cash lease expense378 624 
Stock compensation expense2,033 1,137 
Deferred income tax expense4,742 16 
Changes in current assets and liabilities:
Accounts receivable(24,570)(5,096)
Accounts receivable, related party(19,486)(2,532)
Inventories(16,585)1,448 
Income tax receivable20 (32)
Other assets52 (155)
Accounts payable26,233 (1,722)
Accrued liabilities(1,080)(1,893)
Operating lease liabilities(686)(935)
Income taxes payable335 37 
Interest payable, related party(11)701 
Net cash (used in) provided by operating activities(6,580)2,822 
Cash flows from investing activities:
Capital expenditures(1,239)(1,309)
Proceeds from sale of assets— 7 
Net cash used in investing activities(1,239)(1,302)
Cash flows from financing activities:
Payments on long term debt— (60)
Proceeds from asset-based loan122,150 106,950 
Payments on asset-based loan(115,082)(106,685)
Payments of asset-based loan origination costs(8)— 
Payment of note payable issuance costs— (480)
Payment of stock warrant issuance costs— (456)
Proceeds from exercise of April 2025 Warrant1 — 
Payments to tax authorities for shares withheld from employees(644)(60)
Proceeds from issuance of stock under Employee Stock Purchase Plan83 68 
Proceeds from stock option exercises8 8 
Payments for finance leases(75)(25)
Net cash provided by (used in) financing activities6,433 (740)
Effect of changes in exchange rates on cash and cash equivalents57 (155)
Net change in cash and cash equivalents and restricted cash(1,329)625 
Cash and cash equivalents at the beginning of the period5,731 4,404 
Restricted cash at the beginning of the period104 102 
Cash and cash equivalents and restricted cash at the beginning of the period5,835 4,506 
Cash and cash equivalents at the end of the period4,402 5,028 
Restricted cash at the end of the period104 103 
Cash and cash equivalents and restricted cash at the end of the period$4,506 $5,131 
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 June 30, 2026
Common StockTreasury StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Income		Accumulated DeficitTotal Stockholders’ Equity
Shares
Issued		Par
Value		SharesCost
Balance, March 31, 202637,390 4 1,216 (36,681)$435,838 $130 $(281,116)$118,175 
Net income— — — — — — 9,953 9,953 
Foreign currency translation adjustment— — — — — 23 — 23 
Stock option exercises1 — — — 2 — — 2 
Stock issued under employee stock purchase plan— — (3)— 39 — — 39 
Restricted stock granted25 — — — — — — — 
Restricted stock vested25 — — — — — — — 
Stock compensation expense— — — — 1,209 — — 1,209 
Shares withheld to cover taxes— — 10 (188)— — — (188)
Balance, June 30, 2026
37,441 $4 1,223 $(36,869)$437,088 $153 $(271,163)$129,213 


Three Months Ended June 30, 2025
Common StockTreasury StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Income		Accumulated DeficitTotal Stockholders’ Equity
Shares
Issued		Par
Value		SharesCost
Balance, March 31, 202530,941 $3 1,114 $(34,689)$465,112 $206 $(310,928)$119,704 
Net income— — — — — — 1,768 1,768 
Foreign currency translation adjustment— — — — — (110)— (110)
Stock option exercises 2 — — — 8 — — 8 
Stock issued under employee stock purchase plan— — (5)— 37 — — 37 
Restricted stock granted26 — — — — — — — 
Stock compensation expense— — — — 676 — — 676 
Shares withheld to cover taxes— — 5 (37)— — — (37)
Excess consideration over historical asset book value (Note 13)— — — — (92,400)— — (92,400)
Issuance of April 2025 Warrant, net (Note 13)— — — — 42,204 — — 42,204 
Balance, June 30, 2025
30,969 $3 1,114 $(34,726)$415,637 $96 $(309,160)$71,850 









The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
8

FLOTEK INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)

 Six Months Ended June 30, 2026
Common StockTreasury StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Income		Accumulated DeficitTotal Stockholders’ Equity
Shares
Issued		Par
Value		SharesCost
Balance, December 31, 202531,321 $3 1,190 $(36,225)$434,964 $96 $(285,780)$113,058 
Net income— — — — — — 14,617 14,617 
Foreign currency translation adjustment— — — — — 57 — 57 
Stock option exercises3 — — — 8 — — 8 
Stock issued under employee stock purchase plan— — (5)— 83 — — 83 
Restricted stock granted92 — — — — — — — 
Restricted stock units vested25 — — — — — — — 
Stock compensation expense— — — — 2,033 — — 2,033 
Shares withheld to cover taxes— — 38 (644)— — — (644)
Exercise of April 2025 Warrant (Note 13)6,000 1 — — — — — 1 
Balance, June 30, 2026
37,441 $4 1,223 $(36,869)$437,088 $153 $(271,163)$129,213 


Six Months Ended June 30, 2025
Common StockTreasury StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Income		Accumulated DeficitTotal Stockholders’ Equity
Shares
Issued		Par
Value		SharesCost
Balance, December 31, 202430,938 $3 1,112 $(34,666)$464,620 $251 $(316,308)$113,900 
Net income— — — — — — 7,148 7,148 
Foreign currency translation adjustment— — — — — (155)— (155)
Stock option exercises2 — — — 8 — — 8 
Stock issued under employee stock purchase plan— — (9)— 68 — — 68 
Restricted stock granted26 — — — — — — — 
Restricted stock forfeited— — 3 — — — — — 
Restricted stock vested3 — — — — — — — 
Stock compensation expense— — — — 1,137 — — 1,137 
Shares withheld to cover taxes— — 8 (60)— — — (60)
Excess consideration over historical asset book value (Note 13)— — — — (92,400)— — (92,400)
Issuance of April 2025 Warrant, net (Note 13)— — — — 42,204 — — 42,204 
Balance, June 30, 2025
30,969 $3 1,114 $(34,726)$415,637 $96 $(309,160)$71,850 






The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
9

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED 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):
June 30, 2026December 31, 2025
Balance, beginning of year$764 $447 
Charges to provision for credit losses, net of recoveries197 603 
Write-offs— (286)
Balance, end of period$961 $764 
10

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 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 June 30, 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 June 30,Six months ended June 30,
2026202520262025
Revenue:
Products$84,195 $53,406 $144,816 $107,031 
Services2,589 1,716 4,859 3,453 
Rental12,583 3,228 19,743 3,228 
$99,367 $58,350 $169,418 $113,712 
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.
11

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Total cost of sales disaggregated is as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2026202520262025
Cost of sales:
Tangible goods sold$67,794 $38,933 $116,494 $77,165 
Services271 147 626 326 
Other7,519 4,863 12,974 9,365 
$75,584 $43,943 $130,094 $86,856 
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 June 30, 2026 and 2025 includes $1.0 million and $0.2 million, related to the Lease Agreement. For the six months ended June 30, 2026 and 2025, other cost of sales includes $1.8 million and $0.2 million, respectively, 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 June 30,Six months ended June 30,
2026202520262025
Cost of sales:
Cost of sales for external customers$33,324 $21,658 $47,880 $43,318 
Cost of sales for related party42,260 22,285 82,214 43,538 
$75,584 $43,943 $130,094 $86,856 

Note 4 — Contract Assets
Contract assets are as follows (in thousands):
June 30, 2026December 31, 2025
Contract assets$83,060 $83,060 
Less accumulated amortization(24,982)(20,324)
Contract assets, net58,078 62,736 
Less current contract assets(9,485)(7,621)
Contract assets, long term$48,593 $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 June 30, 2026 and December 31, 2025, $48.6 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 June 30, 2026 and 2025, the Company recognized $2.4 million and $1.4 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. During the six months ended June 30, 2026 and 2025, the Company recognized $4.7 million and $2.9 million, respectively, of contract assets amortization.
12

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The table below reflects our estimated contract assets amortization per year (in thousands) based on the Company’s forecasted revenues from the ProFrac Agreement as of June 30, 2026.
Years ending December 31,Amortization
2026 (excluding the first six months)
$4,743 
20279,858 
202810,230 
202910,230 
203010,230 
Thereafter through May 203212,787 
Total contract assets$58,078 
Note 5 — Inventories
Inventories are as follows (in thousands):
June 30, 2026December 31, 2025
Raw materials$5,905 $4,821 
Finished goods24,763 9,711 
Inventories30,668 14,532 
Less reserve for excess and obsolete inventory(4,042)(3,903)
Inventories, net$26,626 $10,629 
During the three months ended June 30, 2026 and 2025, additional reserves recorded were $0.2 million and $0.2 million, respectively, for the CT segment and $0.5 million and $5 thousand, respectively, for the DA segment. During the six months ended June 30, 2026 and 2025, additional reserves recorded were $0.5 million and $0.2 million, respectively, for the CT segment and $0.6 million and $18 thousand, respectively, for the DA segment.
Note 6 — Property and Equipment
Property and equipment are as follows (in thousands):
June 30, 2026December 31, 2025
Land$886 $886 
Land improvements520 520 
Buildings and leasehold improvements6,664 6,594 
Machinery and equipment27,001 23,056 
Furniture and fixtures570 570 
Transportation equipment851 867 
Computer equipment and software2,131 1,934 
   Property and equipment38,623 34,427 
Less accumulated depreciation(15,378)(14,083)
Property and equipment, net$23,245 $20,344 
Depreciation expense totaled $0.7 million and $0.4 million for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense totaled $1.3 million and $0.6 million for the six months ended June 30, 2026 and 2025, respectively.
13

FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 — Leases
The components of lease expense and supplemental cash flow information are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2026202520262025
Operating lease expense$298 $413 $599 $904 
Finance lease expense:
Amortization of assets39 29 79 29 
Interest on lease liabilities7 8 16 8 
Total finance lease expense 46 37 95 37 
Short-term lease expense521 392 1,094 877 
Total lease expense$865 $842 $1,788 $1,818 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$740 $1,094 $1,426 $2,175 
Operating cash flows from finance leases45 40 72 40 
Financing cash flows from finance leases38 25 75 25 
Maturities of lease liabilities as of June 30, 2026 are as follows (in thousands):
Years ending December 31,Operating LeasesFinance Leases
2026 (excluding first six months)$922 $90 
20271,865 180 
20281,731 57 
20291,644 — 
20301,249 — 
Thereafter54 — 
Total lease payments$7,465 $327 
Less: Interest(1,292)(25)
Present value of lease liabilities$6,173 $302 
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FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental balance sheet information related to leases is as follows (in thousands):
June 30, 2026December 31, 2025
Operating Leases
Operating lease right-of-use assets$2,419 $2,718 
Current portion of operating lease liabilities1,324 1,251 
Long-term operating lease liabilities4,849 5,608 
Total operating lease liabilities$6,173 $6,859 
Finance Leases
Finance lease right-of-use assets$286 $365 
Current portion of finance lease liabilities$160 $153 
Long-term finance lease liabilities142 224 
Total finance lease liabilities$302 $377 
Weighted Average Remaining Lease Term
Operating leases4.2 years4.6 years
Finance leases1.9 years2.4 years
Weighted Average Discount Rate
Operating leases9.4 %9.4 %
Finance leases9.5 %9.5 %
Lease Agreement Income
The Company recorded income from the Lease Agreement (see Note 16, “Related Party Transactions”) of $6.8 million and $3.2 million during the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded income from the Lease Agreement of $13.7 million and $3.2 million, respectively.
At June 30, 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 six months)
$13,688 
202727,375 
202827,375 
202927,375 
2030 (1)
9,125 
Total rental income (through April 2030)
$104,938 
(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.
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FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. For the three months ended June 30, 2026 and 2025, the Company recorded rental income from the sublease of $0.2 million and $0.2 million, respectively, which is included in the Company’s statement of operations in Other income (expense), net. The Company recorded rental income from the sublease of $0.4 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively. 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 six months)
$383 
2027767 
2028767 
2029767 
2030639 
Total rental income$3,323 
Note 8 — Accrued Liabilities
Current accrued liabilities are as follows (in thousands):
June 30, 2026December 31, 2025
Severance costs$586 $750 
Payroll and benefits2,352 4,006 
Legal costs102 85 
Deferred revenue1,376 716 
Financed insurance682 1,431 
Other1,023 268 
Total current accrued liabilities$6,121 $7,256 
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, April 2025 and July 2026 (as amended, the “ABL”). The July 2026 amendment extended the maturity date to October 31, 2026 and provides the Company with the option, upon at least thirty days’ written notice prior to the October 2026 maturity, to either (i) extend the term of the Loan Agreement for an additional twelve months from the October 2026 maturity or (ii) terminate the ABL at maturity.
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 June 30, 2026 and December 31, 2025, the Company had $10.4 million and $3.3 million, respectively, outstanding under the ABL. As of June 30, 2026, the Company had approximately $6.6 million of available borrowings under the ABL. During the three months ended June 30, 2026 and 2025, the Company incurred $0.3 million and $0.2 million, respectively, in interest and fees related to the ABL. During the six months ended June 30, 2026 and 2025, the Company incurred $0.5 million and $0.3 million, respectively, in interest and fees related to the ABL. As of June 30, 2026 and December 31, 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 5.5%) plus 2.0% per annum. For the three and six months ended June 30, 2026 and 2025, the weighted-average interest rate was 8.75% 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
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FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
balance and the borrowing base limit of the ABL. If the ABL is terminated at the October 2026 maturity, the Company is required to pay an early termination fee of $50 thousand. If the ABL is extended for an additional twelve months from the October 2026 maturity and is terminated prior to the end of its extended term, the Company is required to pay an early termination fee of 1.5% of the borrowing base limit of the ABL.
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 June 30, 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, including the removal of any pre-payment penalty.
As of June 30, 2026 and December 31, 2025, amounts outstanding under the PWRtek Note are as follows (in thousands):
June 30, 2026December 31, 2025
PWRtek Note payable$40,000 $40,000 
Less: unamortized debt issuance cost(368)(416)
Total PWRtek Note payable$39,632 $39,584 
As of June 30, 2026, the fair value of the PWRtek Note approximated the carrying amount.
Principal payments for future years are as follows (in thousands):
Years ending December 31,Principal Payments
2026$— 
2027— 
2028— 
2029— 
203040,000 
Total payments$40,000 
For the three months ended June 30, 2026 and 2025, interest expense related to the PWRtek Note was $1.0 million and $0.7 million, respectively. For the six months ended June 30, 2026 and 2025, interest expense related to the PWRtek Note was $2.0 million and $0.7 million, respectively. At both June 30, 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
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FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
•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.

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 June 30,
20262025
U.S. federal statutory tax rate$2,841 21.0 %$375 21.0 %
State income taxes, net of federal benefit277 2.1 %17 1.0 %
Foreign tax effects(430)(3.2)%(176)(9.9)%
Effect of cross-border tax laws727 5.4 %169 9.5 %
Change in valuation allowance— — %(218)(12.2)%
Nontaxable or nondeductible items
Stock-based awards(48)(0.4)%(188)(10.5)%
Executive compensation limit186 1.4 %4 0.2 %
Other28 0.2 %34 1.9 %
Income tax expense and effective rate$3,581 26.5 %$17 1.0 %
Six months ended June 30,
20262025
U.S. federal statutory tax rate$4,159 21.0 %$1,518 21.0 %
State income taxes, net of federal benefit432 2.2 %81 1.1 %
Foreign tax effects(397)(2.0)%(266)(3.7)%
Effect of cross-border tax laws829 4.2 %267 3.7 %
Change in valuation allowance— — %(1,401)(19.4)%
Nontaxable or nondeductible items
Stock-based awards(205)(1.0)%(190)(2.6)%
Executive compensation limit320 1.6 %8 0.1 %
Other52 0.2 %64 0.9 %
Income tax expense and effective rate$5,190 26.2 %$81 1.1 %
As of June 30, 2026, the Company had U.S. net operating loss carryforwards (“NOLs”) of $180.0 million, including $33.6 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 $75.2 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
18

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 June 30, 2026, the Company was not a 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.
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.
PWRtek Transactions
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. The fair value of the April 2025 Warrant was $42.7 million. The Company recorded the fair value of the April 2025 Warrant as additional paid in capital within stockholders’ equity, net of $0.5 million of issuance costs, as the April 2025 Warrant was classified as equity. On March 13, 2026, ProFrac GDM exercised the April 2025 Warrant and was issued 6,000,000 shares of the Company’s common stock.
Due to ProFrac controlling more than 50% of the Company’s outstanding shares of common stock (see Note 16, “Related Party Transaction”), the acquisition of the Acquired Assets (defined below) qualified as a transfer of assets between entities under common control. As such, the Acquired Assets were recorded at ProFrac’s historical book value of approximately $15.1 million as of April 28, 2025. The total consideration paid by the Company in connection with the PWRtek Transactions in excess of ProFrac’s historical book value of the Acquired Assets totaled $92.4 million and was recorded as a reduction to additional paid in capital within stockholders’ equity
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 June 30, 2026 and 2025, the Company withheld approximately 10 thousand shares and 5 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. During the six months ended June 30, 2026 and 2025, the Company withheld approximately 38 thousand shares and 8 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
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FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
restricted stock awards to employees under the 2018 Long-Term Incentive Plan are accounted for as treasury stock when forfeited. During the six months ended June 30, 2025, approximately 3 thousand shares of forfeited stock awards were returned to treasury stock with no corresponding activity for the three months ended June 30, 2025 and the three and six months ended June 30, 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 and six months ended June 30, 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.
The calculation of the basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2026202520262025
Numerator:
Net income for basic and diluted earnings per share$9,953 $1,768 $14,617 $7,148 
Denominator:
Basic weighted average shares outstanding36,151 33,947 36,126 31,827 
Dilutive effect of the June 2022 warrants1,951 1,792 1,937 1,738 
Dilutive effect of stock options and restricted shares370 492 346 461 
Diluted weighted average shares outstanding38,472 36,231 38,409 34,026 
Basic earnings per share$0.28 $0.05 $0.40 $0.22 
Diluted earnings per share$0.26 $0.05 $0.38 $0.21 
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FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 15— Supplemental Cash Flow Information
Supplemental cash flow information is as follows (in thousands):
        
Six months ended June 30,
20262025
Supplemental non-cash operating activities:
PWRtek Transactions (Note 16)
2024 Contract Shortfall Fee offset$— $(17,552)
2025 Contract Shortfall Fee (presented on a net basis in accounts receivable, related party)— (7,248)
Historic book value of inventory acquired— 600 
Supplemental non-cash investing and financing activities:
PWRtek Transactions (Note 16)
Historic book value of Acquired Assets— 14,460 
PWRtek Note issued— (40,000)
Excess consideration over historical asset book value— 92,400 
April 2025 Warrant issued— (42,660)
Supplemental cash flow information:
Interest paid$2,559 $1,072 
Income taxes$114 $60 
Equipment Credit (Note 16)$12,500 $— 
Equipment purchases from ProFrac to offset receivables (1)
$3,458 $— 
(1)Includes $3.0 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.
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
21

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 utilized $2.3 million of the Equipment Credit during the second quarter of 2026. The Company expects to utilize the remaining Equipment Credit during the second half of 2026, however any unused amounts 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 six months ended June 30, 2026 reflect Contract Shortfall Fees of $3.9 million, which is presented within accounts receivable, related party on the Company’s condensed consolidated balance sheet as of June 30, 2026. Related party revenues for the six months ended June 30, 2025 included $15.2 million of Contract Shortfall Fees.
During the three months ended June 30, 2026 and 2025, the Company’s related party revenues were $56.1 million and $33.2 million, respectively. For the three months ended June 30, 2026 and 2025, these revenues were net of amortization of contract assets of $2.4 million and $1.4 million, respectively. Cost of sales attributable to these revenues were $42.3 million and $22.3 million, respectively, for the three months ended June 30, 2026 and 2025.
During the six months ended June 30, 2026 and 2025, the Company’s related party revenues were $108.0 million and $64.1 million, respectively. For the six months ended June 30, 2026 and 2025, these revenues were net of amortization of contract assets of $4.7 million and $2.9 million, respectively. Cost of sales attributable to these revenues were $82.2 million and $43.5 million, respectively, for the six months ended June 30, 2026 and 2025.
As of June 30, 2026 and December 31, 2025 our accounts receivable from ProFrac was $70.7 million and $64.2 million, respectively, which is recorded in accounts receivable, related party on the condensed consolidated balance sheets.
As of June 30, 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 June 30, 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
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FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CODM to assess the performance of each segment in a financial period. The CODM uses segment gross profit and income (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.


23

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 June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2026
Revenue from external customers
Products$29,971 $5,007 $— $34,978 
Services1,143 1,365 — 2,508 
Rental revenue— 5,739 — 5,739 
Total revenue from external customers31,114 12,111 — 43,225 
Revenue from related party
Products49,047 170 — 49,217 
Services24 57 — 81 
Rental revenue— 6,844 — 6,844 
Total revenue from related parties49,071 7,071 — 56,142 
Cost of sales68,424 7,160 — 75,584 
Gross profit11,761 12,022 — 23,783 
Selling, general and administrative2,416 1,294 4,026 7,736 
Other segment items559 565 37 1,161 
Income (loss) from operations$8,786 $10,163 $(4,063)$14,886 
Reconciliation of profit to income before income taxes:
Interest expense$(1,371)$(1,371)
Other income, net19 19 
Income before income taxes$13,534 
2025
Revenue from external customers
Products$21,755 $1,820 $— $23,575 
Services788 819 — 1,607 
Total revenue from external customers22,543 2,639 — 25,182 
Revenue from related party
Products29,830 — — 29,830 
Services47 63 — 110 
Rental— 3,228 — 3,228 
Total revenue from related parties29,877 3,291 — 33,168 
Cost of sales41,753 2,190 — 43,943 
Gross profit 10,667 3,740 — 14,407 
Selling, general and administrative2,155 1,128 3,513 6,796 
Asset acquisition expense— 4,195 — 4,195 
Other segment items463 336 30 829 
Income (loss) from operations$8,049 $(1,919)$(3,543)$2,587 
Reconciliation of profit to income before income taxes:
Interest expense(983)(983)
Other income, net181 181 
Income before income taxes$1,785 
Other segment items for the three months ended June 30, 2026 include depreciation of $0.2 million and $0.4 million in the CT and DA segments, respectively; and R&D costs of $0.4 million and $0.1 million in the CT and DA segments, respectively.
Other segment items for the three months ended June 30, 2025 include depreciation of $0.2 million and $0.2 million in the CT and DA segments, respectively; R&D costs of $0.3 million and $0.2 million in the CT and DA segments, respectively; and gain on the sale of property and equipment of $7 thousand in the CT segment.

24

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the six months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2026
Revenue from external customers
Products$43,813 $6,806 $— $50,619 
Services2,043 2,673 — 4,716 
Rental revenue— 6,055 — 6,055 
Total revenue from external customers45,856 15,534 — 61,390 
Revenue from related party
Products93,973 224 — 94,197 
Services39 104 — 143 
Rental revenue— 13,688 — 13,688 
Total revenue from related parties94,012 14,016 — 108,028 
Cost of sales120,298 9,796 — 130,094 
Gross profit19,570 19,754 — 39,324 
Selling, general and administrative4,647 2,351 7,663 14,661 
Other segment items1,009 1,106 73 2,188 
Income (loss) from operations$13,914 $16,297 $(7,736)$22,475 
Reconciliation of profit to income before income taxes:
Interest expense$(2,703)$(2,703)
Other income, net35 35 
Income before income taxes$19,807 
2025
Revenue from external customers
Products$43,019 $3,482 $— $46,501 
Services1,533 1,571 — 3,104 
Total revenue from external customers44,552 5,053 — 49,605 
Revenue from related party
Products60,530 — — 60,530 
Services76 273 — 349 
Rental— 3,228 — 3,228 
Total revenue from related parties60,606 3,501 — 64,107 
Cost of sales83,048 3,808 — 86,856 
Gross profit 22,110 4,746 — 26,856 
Selling, general and administrative4,322 2,075 6,681 13,078 
Asset acquisition costs— 4,195 — 4,195 
Other segment items848 520 61 1,429 
Income (loss) from operations$16,940 $(2,044)$(6,742)$8,154 
Reconciliation of profit to income before income taxes:
Interest expense(1,212)(1,212)
Other income, net287 287 
Income before income taxes$7,229 
Other segment items for the six months ended June 30, 2026 include depreciation of $0.4 million and $0.9 million in the CT and DA segments, respectively; and R&D costs of $0.6 million and $0.2 million in the CT and DA segments, respectively.
Other segment items for the six months ended June 30, 2025 include depreciation of $0.3 million and $0.2 million in the CT and DA segments, respectively; R&D costs of $0.5 million and $0.3 million in the CT and DA segments, respectively; and gain on the sale of property and equipment of $7 thousand in the CT segment.
25

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Assets by reportable segments and corporate and other are as follows (in thousands):
June 30, 2026December 31, 2025
Chemistry Technologies$186,236 $161,332 
Data Analytics49,093 19,179 
Corporate and Other32,707 39,538 
Total assets$268,036 $220,049 
Additions to long-lived assets by reportable segments and corporate and other are as follows (in thousands):
As of and for the six months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2026
Additions to long-lived assets
$148 $3,862 $185 $4,195 
2025
Additions to long-lived assets$1,050 $14,681 $39 $15,770 
Geographic Information
Revenue by country is based on the location where services are provided and products are sold. For the three and six months ended June 30, 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 June 30,Six months ended June 30,
2026202520262025
U.S. (1)
$88,735 $54,426 $157,107 $105,895 
UAE10,293 3,417 11,530 6,857 
Other countries339 507 781 960 
Total revenue$99,367 $58,350 $169,418 $113,712 
(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 June 30, 2026
Customer A (related party)
$56,142 56.5 %
Three months ended June 30, 2025
Customer A (related party)
$33,168 56.8 %
Revenue% of Total Revenue
Six months ended June 30, 2026
Customer A (related party)
$108,028 63.8 %
Six months ended June 30, 2025
Customer A (related party)
$64,107 56.4 %
26

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 June 30, 2026
Customer A
$14,894 34.3 %
Customer C$8,528 19.6 %
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, are as follows (in thousands):
Three months ended June 30,Expenditure% of Total Expenditure
2026
Supplier A$23,624 33.7 %
Supplier B7,808 11.2 %
2025
Supplier A$9,182 28.1 %
Supplier B6,171 18.9 %
Supplier C3,430 10.5 %
Six months ended June 30,Expenditure% of Total Expenditure
2026
Supplier A$36,098 25.1 %
Supplier B17,840 12.4 %
Supplier D16,935 11.8 %
2025
Supplier A$17,068 24.4 %
Supplier B10,933 15.6 %
Note 18 — Subsequent Events
The Company has evaluated the effects of events that have occurred subsequent to June 30, 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, other than discussed below, that would require disclosure in the June 30, 2026 interim financial statements.
27

FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PREPA Contract
On July 31, 2026, the Company was notified by the Puerto Rico Electric Power Authority (“PREPA”), the electric utility for the Commonwealth of Puerto Rico, that the Company had been awarded a 10-year contract to support natural gas-fired grid enhancement initiatives for PREPA (the “PREPA Contract”). Under the PREPA Contract, the Company is providing its proprietary PWRtek platform, including up to 40 MW of primary power generation capacity and up to six pairs of smart conditioning and distribution skids. At full deployment, annual revenue is expected to total approximately $40 million, with a potential 10-year revenue backlog of approximately $400 million. Support equipment is expected to begin deployment in the fourth quarter of 2026, with the initial power generation equipment and conditioning and distribution skids expected by the end of the first quarter of 2027.
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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 “Utility Support Contract”). The initial term of the Utility Support Contract is for six months, with customer option to extend to four years. During the three and six months ended June 30, 2026, the Company recorded $5.9 million and $6.6 million, respectively, in revenue related to the Utility Support Contract. Initial power generation under the Utility Support Contract has been paused due to infrastructure delays. The Company and the customer are evaluating options to extend the Utility Support Contract beyond the initial term, but there is no assurance that the Utility Support Contract will be extended or that the delays will be resolved.
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 utilized $2.3 million of the Equipment Credit during the second quarter of 2026. The Company expects to utilize the remaining Equipment Credit during the second half of 2026, however any unused amounts would be available for use in 2027 until the full credit is utilized.
On July 31, 2026, the Company was notified by the Puerto Rico Electric Power Authority (“PREPA”), the electric utility for the Commonwealth of Puerto Rico, that the Company had been awarded a 10-year contract to support natural gas-fired grid enhancement initiatives for PREPA (the “PREPA Contract”). Under the PREPA Contract, the Company is providing its proprietary PWRtek platform, including up to 40 MW of primary power generation capacity and up to six pairs of smart conditioning and distribution skids. At full deployment, annual revenue is expected to total approximately $40 million, with a potential 10-year revenue backlog of approximately $400 million. Support equipment is expected to begin deployment in the fourth quarter of 2026, with the initial power generation equipment and conditioning and distribution skids expected by the end of the first quarter of 2027.
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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 six months ended June 30, 2025 reflect Contract Shortfall Fees of $15.2 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 six months ended June 30, 2026 reflect Contract Shortfall Fees of $3.9 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 June 30, 2026 and 2025, the Company incurred $0.5 million of research and development expense. For the six months ended June 30, 2026 and 2025, the Company incurred $0.9 million and $0.8 million, respectively, 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.
30

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 six months ended June 30, 2026 increased 49% 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. Revenues from the CT segment during the first half of 2026 increased 33% as compared to the first half of 2025. Based upon our results during the first half of 2026, and customer commitments, we anticipate stable demand for our chemistry during the remainder of 2026. Our expectations are in part based upon our current outlook on oil and gas prices, as well as an assumption that the scope of the ongoing conflicts in the Middle East does not materially expand.
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 thirty-six 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. During the first half of 2026, revenue from international customers totaled $12.3 million as compared to $7.8 million during the first half of 2025. Our outlook for growth in the Middle East could be impacted by 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 times 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,” as well as the Utility Support Contract, we are gaining traction leveraging the Verax™ in
31

applications where operators, service companies and power providers are using lower cost field gas as a substitute for diesel or compressed natural gas 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 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”) and similar assets being constructed utilizing the Equipment Credit can support 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. During the first half of 2026, DA segment revenue increased 245% as compared to the first half of 2025. We expect our DA segment revenue during the second half of 2026 to continue to exceed prior year results.
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 June 30,Six months ended June 30,
2026202520262025
Revenue
   Revenue from external customers$43,225 $25,182 $61,390 $49,605 
   Revenue from related party56,142 33,168 108,028 64,107 
     Total revenues99,367 58,350 169,418 113,712 
Cost of sales75,584 43,943 130,094 86,856 
Cost of sales %76.1 %75.3 %76.8 %76.4 %
Gross profit23,783 14,407 39,324 26,856 
Gross profit %23.9 %24.7 %23.2 %23.6 %
Selling general and administrative7,736 6,796 14,661 13,078 
Selling general and administrative %7.8 %11.6 %8.7 %11.5 %
Asset acquisition expenses— 4,195 — 4,195 
Depreciation664 374 1,295 626 
Research and development497 455 893 810 
Gain on sale of property and equipment— — — (7)
Income from operations14,886 2,587 22,475 8,154 
Operating margin %15.0 %4.4 %13.3 %7.2 %
Interest and other (expense) income, net(1,352)(802)(2,668)(925)
Income before income taxes13,534 1,785 19,807 7,229 
Income tax expense(3,581)(17)(5,190)(81)
Net income$9,953 $1,768 $14,617 $7,148 
Net income %10.0 %3.0 %8.6 %6.3 %
For the three months ended June 30, 2026 and 2025
Consolidated revenue for the three months ended June 30, 2026 increased $41.0 million, or 70%, versus the same period of 2025, driven by increased external customer product sales, including international chemistry, increased sales volumes under the ProFrac Agreement, a $3.6 million increase in revenue attributable to the Lease Agreement and $5.9 million in revenue attributable to the Utility Support Contract, partially offset by a decrease in accrued Contract Shortfall Fees of $6.5 million. Related party revenues in the CT segment are net of $2.4 million and $1.4 million of contract assets amortization for the three months ended June 30, 2026 and 2025, respectively.
32
Consolidated cost of sales for the three months ended June 30, 2026 increased $31.6 million, or 72%, versus the same period of 2025, primarily due to increased product sales and increased costs related to the Lease Agreement and Utility Support Contract. Consolidated cost of sales as a percentage of revenue was 76% and 75% for the three months ended June 30, 2026 and 2025, respectively.
SG&A expenses for the three months ended June 30, 2026 increased $0.9 million, or 14%, versus the same period of 2025. The increase relates primarily to increased stock compensation expense and increased professional fees.
Income from operations increased $12.3 million for the three months ended June 30, 2026, versus the same period in 2025. The increase was primarily driven by a $9.4 million increase in gross profit and asset acquisition expenses of $4.2 million for the three months ended June 30, 2025 with no corresponding activity for 2026. The increase in income from operations was partially offset by a $0.9 million increase in SG&A expenses and a $0.3 million increase in depreciation expenses during the three months ended June 30, 2026 as compared to the same period of 2025.
Interest and other expense for the three months ended June 30, 2026 increased $0.5 million driven by increases in interest payments as a result of the PWRtek Note compared to the same period of 2025.
The Company had income tax expense of $3.6 million and $17 thousand for the three months ended June 30, 2026 and 2025, respectively. The increase in tax expense includes the impact of the partial release of the valuation allowance during the third quarter of 2025 as described under “Item 1. Financial Statements - Note 11.”
For the six months ended June 30, 2026 and 2025
Consolidated revenue for the six months ended June 30, 2026 increased $55.7 million, or 49%, versus the same period of 2025, driven by increased sales volumes under the ProFrac Agreement, including international chemistry, a $10.5 million increase in revenue attributable to the Lease Agreement for six months ended June 30, 2026 compared to the same period of 2025, and $6.6 million in revenue attributable to the Utility Support Contract. Increases in revenues for the period were partially offset by a decrease in accrued Contract Shortfall Fees of $3.5 million. Related party revenues in the CT segment are net of $4.7 million and $2.9 million of contract assets amortization for the six months ended June 30, 2026 and 2025, respectively.
Consolidated cost of sales for the six months ended June 30, 2026 increased $43.2 million, or 50%, versus the same period of 2025, primarily due to increased product sales and increased costs related to the Lease Agreement and Utility Support Contract. Consolidated cost of sales as a percentage of revenue was 77% and 76% for the six months ended June 30, 2026 and 2025, respectively.
SG&A expenses for the six months ended June 30, 2026 increased $1.6 million, or 12%, versus the same period of 2025. The increase relates primarily to increased salaries, stock compensation expense and increased professional fees. As a percentage of revenue, SG&A declined to 8.7% during the six months ended June 30, 2026, as compared to 11.5% during the 2025 six-month period.
Income from operations increased $14.3 million for the six months ended June 30, 2026, versus the same period in 2025. The increase was primarily driven by a $12.5 million increase in gross profit and asset acquisition expenses of $4.2 million for the six months ended June 30, 2025 with no corresponding activity for 2026. The increase in income from operations was partially offset by a $1.6 million increase in SG&A expenses and a $0.7 million increase in depreciation expenses during the six months ended June 30, 2026 as compared to the same period of 2025.
Interest and other expense for the six months ended June 30, 2026 increased $1.7 million driven by an 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 $5.2 million and $81 thousand for the six months ended June 30, 2026 and 2025, respectively. The increase in tax expense includes the impact of the partial release of the valuation allowance during the third quarter of 2025 as described under “Item 1. Financial Statements - Note 11.”
33
Results by Segment (in thousands):
Chemistry Technologies Results of Operations:
Three months ended June 30,Six months ended June 30,
2026202520262025
Revenue from external customers$31,114 $22,543 $45,856 $44,552 
Revenue from related party49,071 29,877 94,012 60,606 
Income from operations8,786 8,049 13,914 16,940 
CT revenue from external customers for the three months ended June 30, 2026 increased $8.6 million, or 38%, compared to the same period of 2025 driven primarily by increased product volumes, including international sales. Revenue from related party for the three months ended June 30, 2026 increased $19.2 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.
CT revenue from external customers for the six months ended June 30, 2026 increased $1.3 million, or 3%, compared to the same period of 2025 driven primarily by increased product volumes. Revenue from related party for the six months ended June 30, 2026 increased $33.4 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 June 30, 2026 increased $0.7 million compared to the same period of 2025. The increase was driven by a $1.1 million increase in gross profit for the three months ended June 30, 2026, which included a $6.5 million decrease in Contract Shortfall Fees.
Income from operations for the CT segment for the six months ended June 30, 2026 decreased $3.0 million compared to the same period of 2025. The decrease was driven by a $2.5 million decrease in gross profit for the six months ended June 30, 2026, which included a $3.5 million decrease in Contract Shortfall Fees as compared to the 2025 six-month period.
Data Analytics Results of Operations:
Three months ended June 30,Six months ended June 30,
2026202520262025
Revenue from external customers12,111 $2,639 $15,534 $5,053 
Revenue from related party7,071 3,291 14,016 3,501 
Income (loss) from operations10,163 (1,919)16,297 (2,044)
DA revenue from external customers for the three months ended June 30, 2026 increased $9.5 million, or 359%, compared to the same period of 2025 primarily due to $5.9 million in revenue attributable to the Utility Support Contract in 2026, with no corresponding contract for the same period of 2025, and increased product volumes. Revenue from related party for the three months ended June 30, 2026 increased $3.8 million compared to the same period of 2025 primarily due to the Lease Agreement in 2026. The Lease Agreement closed in late-April 2025, limiting the impact during the second quarter of 2025.
DA revenue from external customers for the six months ended June 30, 2026 increased $10.5 million, or 207%, compared to the same period of 2025 primarily due to increased volumes, increased service revenue and $6.6 million in revenue attributable to the Utility Support Contract in 2026 with no corresponding contract for the same period of 2025. Revenue from related party for the six months ended June 30, 2026 increased $10.5 million compared to the same period of 2025 primarily due to the Lease Agreement in 2026. The Lease Agreement closed in late-April 2025, limiting the impact during the six-month 2025 period.
Income from operations for the DA segment for the three months ended June 30, 2026 increased $12.1 million compared to the same period for 2025 primarily driven by the Lease Agreement, Utility Support Contract and increased activity, partially offset by increased materials costs.
Income from operations for the DA segment for the six months ended June 30, 2026 increased $18.3 million compared to the same period for 2025 primarily driven by the Lease Agreement, Utility Support Contract and increased activity, partially offset by increased materials costs.
34
Corporate and Other Results of Operations:
Three months ended June 30,Six months ended June 30,
2026202520262025
Loss from operations$(4,063)$(3,543)$(7,736)$(6,742)

Loss from operations for the three months ended June 30, 2026 increased $0.5 million, or 15%, compared to the same period of 2025 primarily attributable to increased administrative costs. Loss from operations for the six months ended June 30, 2026 increased $1.0 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 six months ended June 30, 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, 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 six months ended June 30, 2026 reflect Contract Shortfall Fees of $3.9 million.
As of June 30, 2026 and December 31, 2025, the Company had unrestricted cash and cash equivalents of $4.4 million and $5.7 million, respectively. In addition, as of August 3, 2026, the Company had approximately $15 million in available borrowings under the ABL. During the six months ended June 30, 2026, the Company had $22.5 million of operating income, $6.6 million of cash used in operating activities, $1.2 million of cash used in investing activities and $6.4 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, April 2025 and July 2026 (as amended, the “ABL”). The July 2026 amendment extended the maturity to October 31, 2026 and provides the Company with the option, upon at least thirty days’ written notice prior to the October 2026 maturity, to either (i) extend the term of the Loan Agreement for an additional twelve months from the October 2026 maturity or (ii) terminate the ABL at maturity. 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 June 30, 2026, the Company had $10.4 million outstanding under the ABL. During the six months ended June 30, 2026, the Company incurred $1.0 million in interest and fees related to the ABL. As of June 30, 2026, the Company recorded $0.1 million of unamortized deferred financing costs related to the ABL.
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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 six months ended June 30, 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 at the October 2026 maturity, the Company is required to pay an early termination fee of $50 thousand. If the ABL is extended for an additional twelve months from the October 2026 maturity and is terminated prior to the end of its extended term, the Company is required to pay an early termination fee of 1.5% of the borrowing base limit of the ABL.
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 $11 million. In addition, the ABL provides the lender a blanket security interest on all or substantially all of the Company’s assets, excluding the Acquired Assets.
Cash Flows
Consolidated cash flows by type of activity are noted below (in thousands):
Six months ended June 30,
20262025
Net cash (used in) provided by operating activities$(6,580)$2,822 
Net cash used in investing activities(1,239)(1,302)
Net cash provided by (used in) financing activities6,433 (740)
Effect of changes in exchange rates on cash and cash equivalents57 (155)
Net change in cash and cash equivalents and restricted cash$(1,329)$625 
Operating Activities
Net cash used in operating activities was $6.6 million during the six months ended June 30, 2026 compared to net cash provided by operating activities of $2.8 million for the same period of 2025. Consolidated net income for the six months ended June 30, 2026 was $14.6 million compared to consolidated net income of $7.1 million for the six months ended June 30, 2025.
During the six months ended June 30, 2026, non-cash adjustments to net income totaled $14.6 million as compared to $5.9 million for the same period of 2025.
•For the six months ended June 30, 2026, non-cash adjustments included a $4.7 million tax expense, $2.0 million of stock compensation expense, $4.7 million amortization of contract assets, a $1.1 million increase in the provision for excess and obsolete inventory and $0.4 million of non-cash lease expense.
•For the six months ended June 30, 2025, non-cash adjustments included non-cash positive adjustments of $1.1 million of stock compensation expense, $2.9 million amortization of contract assets and $0.6 million of non-cash lease expense.
During the six months ended June 30, 2026, changes in working capital used $35.8 million of cash as compared to $10.2 million for the same period of 2025.
•For the six months ended June 30, 2026, changes in working capital resulted primarily from increased third party accounts receivable of $24.6 million, an increase in related party accounts receivable of $19.5 million, increases in net inventories of $16.6 million, operating lease liabilities of $0.7 million and decreased accrued liabilities of $1.1 million partially offset by an increase in accounts payable of $26.2 million.
•For the six months ended June 30, 2025, changes in working capital resulted primarily from an increase in related party accounts receivable of $2.5 million, increased third party accounts receivable of $5.1 million, decreased accrued liabilities and operating lease liabilities of $1.9 million and $0.9 million, respectively, and decreases in accounts payable of $1.7 million, partially offset by a decrease in net inventories of $1.4 million along with an increase in interest payable of $0.7 million.
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Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $1.2 million and $1.3 million, respectively, primarily driven by $1.2 million and $1.3 million in capital expenditures for the six months ended June 30, 2026 and 2025, respectively. Capital expenditures for the six months ended June 30, 2026 are net of the $3.0 million of Equipment Credit used for the period.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $6.4 million and relates primarily to $7.1 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, partially offset by payments to tax authorities for shares withheld from employees and payments for finance leases. Net cash used in financing activities was $0.7 million for the six months ended June 30, 2025, and relates primarily to $0.3 million in net payments on the ABL, payments for loan origination costs on the PWRtek Note, the issuance cost of the April 2025 Warrant and payments to tax authorities for shares withheld from employees, partially offset by proceeds from the issuance of stock under the Company’s Employee Stock Purchase Plan and stock option exercises.
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.
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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 June 30, 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 June 30, 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 June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
38

PART II - OTHER INFORMATION

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 June 30, 2026, there have been no material changes in our risk factors from those set forth in the 2025 Annual Report, other than the risk factor set below. 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.
Our power services contracts are subject to significant risks and uncertainties that could prevent us from realizing expected revenues.
We have entered into contracts to provide power generation services and equipment in connection with infrastructure and utility projects, including (i) the Utility Support Contract announced in March 2026, under which we are coordinating the installation of up to 50 MW of power generation equipment to support federal disaster recovery initiatives, and (ii) the PREPA Contract announced in August 2026, a 10-year agreement to support a 400 MW natural gas-fired power generation project for the Puerto Rico Electric Power Authority (“PREPA”), under which we are providing our proprietary PWRtek platform, including up to 40 MW of primary power generation capacity. In each case, our ability to generate and sustain revenue under these contracts is dependent upon the successful execution and continued operation of projects involving third-party participants over whom we have limited or no control. With respect to the PREPA Contract, approximately 90% of the project’s power generation capacity and execution is being provided by third parties. Our ability to realize the expected revenues under that contract is dependent upon the successful completion and continued operation of the overall project by all participants. With respect to the Utility Support Contract, the initial term is six months and is subject to extension at the customer’s option; initial power generation under the contract has been paused due to infrastructure delays, and there can be no assurance that the contract will be extended beyond the initial term or that the delays will be resolved. These power services contracts are subject to numerous risks and contingencies outside of our control and contractual scope, including, but not limited to: securing adequate and uninterrupted fuel supply; obtaining and maintaining permits and governmental approvals; establishing and maintaining grid interconnection; satisfying bonding and financing requirements; timely delivery of third-party equipment; construction execution and scheduling by other project participants; power interruptions and grid instability; integration of systems provided by multiple contractors; changes in government policy, funding priorities, or utility governance; geopolitical instability or armed conflict; and hurricanes, tropical storms, landslides, flooding, and other severe weather events. Any one or more of these factors could result in significant delays, increased costs, contract termination, or failure to complete a project, which could materially impair or eliminate our ability to generate revenue under these contracts. There can be no assurance that these projects will be completed on the anticipated timeline or at all, or that, even if completed, they will generate the expected level of revenues over their respective contract terms. Our power services business is an emerging line of business for the Company, and we have limited operating history in providing infrastructure-scale power generation services. As we pursue additional power services opportunities, including potential expansion into grid power, data center support, and other infrastructure verticals, we could encounter similar third-party execution risks, as well as risks related to scaling operations, managing capital commitments for equipment, and entering new regulatory environments.
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 June 30, 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
39

are as follows:
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
April 1, 2026 to April 30, 2026— $— 
May 1, 2026 to May 31, 20269,561 $19.61 
June 1, 2026 to June 30, 2026— $— 
Total9,561 
(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 June 30, 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).


40

Item  6. Exhibit
Exhibit
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-Q filed on August 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
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
Third Amendment to That Certain Revolving Loan and Security Agreement, effective July 15, 2026, among Flotek Industries, Inc., Flotek Chemistry, LLC and JP3 Measurement, LLC, as borrowers, and Amerisource Funding, Inc., as lender. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 17, 2026).
31.1*
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.

41

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: August 6, 2026
 
FLOTEK INDUSTRIES, INC.
By:  /s/    Ryan Ezell
Ryan Ezell
Chief Executive Officer
By:/s/    Bond Clement
Bond Clement
Chief Financial Officer
(Principal Financial and Accounting Officer)




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