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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-12 · 51 added, 12 removed, 138 unchanged (31% of the section changed)

22 unchanged sentences

Based on our assessment, the Company’s management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

KPMG LLP, the Company’s independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, which is included herein.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

Flotek Industries, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Flotek Industries, Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flow for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 16, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Houston, Texas

March 16, 2026

Other Information.

Trading Arrangements.

During the quarter ended December 31, 2024, 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 arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

During the quarter ended December 31, 2025, 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).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

21 unchanged sentences

(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 for the quarter ended September 30, 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 Form of Convertible Note (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 4, 2022).

4.3 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on February 4, 2022).

4.4 10% Convertible PIK Note dated May 17, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 18, 2022).

4.2 Form of Pre-Funded Warrants (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 23, 2022).

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).

4.4 Description of Capital Stock of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed on March 31, 2022).

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and Bond Clement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 19, 2022) .

10.3 † Employment Agreement dated January 30, 2024, between the Company and Amy Blakeway (incorporated by reference to Exhibit 10.46 to the Company’s Form 10-K for the year ended December 31, 2023).

10.3 † Employment Agreement dated January 30, 2024, between the Company and Amy Blakeway (incorporated by reference to Exhibit 10.46 to the Company’s Form 10-K filed on March 15, 2024 ).

10.4 † Director and Officer Indemnification Agreement dated May 5, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed on May 11, 2023).

10.5 † Flotek Industries, Inc.

Amended and Restated 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2023).

Amended and Restated 2012 Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Company’s definitive Proxy Statement on Schedule 14 A filed with the SEC on April 2, 2025 ).

10.6 † Flotek Industries, Inc.

2018 Long-Term Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 24, 2024).

2018 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to th e Company ’ s Registration Statement on Form S-8 filed with the SEC on July 10, 2025 ).

10.7 † Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Time-based vesting)(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 31, 2024).

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and ProFrac Holdings II, LLC dated June 21, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 23, 2022).

19.1 * Insider Trading Policy of Flotek Industries, Inc.

10.30 ***, **** Asset Purchase Agreement, dated April 28, 2025, among ProFrac GDM, LLC, PWRTEK, LLC, ProFrac Holding Corp., ProFrac Services, LLC, Flotek Industries, Inc.

and Flotek Chemistry LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 28, 2025).

10.31 ***, **** Lease Agreement, dated April 28, 2025, between PWRTEK, LLC and ProFrac GDM, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 28, 2025).

10.32 Form of Note issued to ProFrac GDM, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on April 28, 2025).

10.33 Form of Parent Guaranty issued to ProFrac GDM, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on April 28, 2025).

10.34 Letter Agreement, dated as of April 28, 2025, between Amerisource Funding, Inc.

and Flotek Industries, Inc.

(incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on April 28, 2025).

10.35 Consent, Acknowledgement and Amendment to Senior Secured Note Documents, dated as of November 7, 2025, among PWRTEK, the Company and ProFrac GDM (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 7, 2025).

10.36 Guaranty, dated as of November 7, 2025, among ProFrac GDM and ProFrac (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 7, 2025).

10.37 Amendment No.

1 to Agreement for Equipment Rental, dated as of November 7, 2025, among PWRTEK and ProFrac GDM (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on November 7, 2025).

10.38 Modification of the Consent Agreement and ABL Amendment, dated as of October 28, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on November 7, 2025).

10.39 † Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Time-based vesting) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 21, 2025).

10.40 †,**** Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Performance-based vesting) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on November 21, 2025).

19.1 Insider Trading Policy of Flotek Industries, Inc (incorporated by reference to Exhibit 19.1 to the Company ’ s Form 10-K filed on March 12, 2025) .

21.1 * List of Subsidiaries

5 unchanged sentences

97.1 Flotek Industries, Inc.

Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Form 10-K for the year ended December 31, 2023).

Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Form 10-K filed on March 1 5, 2024 ).

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

39 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures