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Trading Policy


Flotek Industries, Inc. (including its subsidiaries, “Flotek”) has adopted this insider trading policy (this “Policy”) to help its directors, officers and employees comply with insider trading laws, and to prevent even the appearance of improper conduct on the part of anyone employed by or associated with Flotek.


This Policy applies to all directors, officers and employees of Flotek, as well as their respective family members and others in their household – referred to as “insiders.” In addition to the persons listed above, Flotek’s Chief Compliance Officer may designate others as insiders because they have access to nonpublic information that would be material to a person making a decision about trading in Flotek’s securities (often called “material nonpublic information,” which is explained further below).

This Policy also applies to all transactions in Flotek’s securities, including common stock, options, preferred stock, restricted stock, debt securities and any other securities Flotek may issue. It applies whether or not the securities are held in an account with Flotek’s transfer agent, a third- party brokerage account, an employee stock purchase plan, or in any other way.

General Prohibitions

Insiders may, in the course of performing their duties, learn material nonpublic information. As a result, no insider may:

  • Buy, sell, offer to buy or sell, or otherwise trade in Flotek’s securities while aware of material nonpublic information related to Flotek;
  • Buy, sell, offer to buy or sell, or otherwise trade in Flotek’s securities during any trading blackout period applicable to the insider, as designated by the Chief Compliance Officer;
  • Disclose material nonpublic information concerning Flotek to any person other than a director, officer or employee of the Company, unless required as part of that insider’s regular duties and authorized by the Chief Compliance Officer;
  • Give trading advice of any kind about Flotek to anybody, even if the insider does not have material nonpublic information, other than to advise not to trade if trading might violate law or this policy;
  • Engage in short-term trading (e.g., sales of the same class for at least six months after the purchase), short sales, derivative or hedging transactions relating to Flotek securities, including puts, calls, forward sales, swaps or collars;
  • Hold Flotek securities in a margin account or pledge Flotek securities as collateral;
  • Trade in the securities of a company other than Flotek if the insider has material nonpublic information about that company if that information is obtained through his or her

relationship with Flotek, or give any advice to others about trading in any such company; or

  • Any other action to unlawfully take advantage of the material nonpublic information concerning Flotek.

Special Restrictions

In addition to the general prohibitions above, certain insiders may only buy, sell or otherwise trade Flotek’s securities if they are trading in specific trading windows and have the permission of the Chief Compliance Officer (or, in the case of the Chief Compliance Officer, the Chief Executive Officer). The insiders subject to these special restrictions are:

  • Directors
  • Any officer designated as a “Section 16” officer
  • Any direct report of the Chief Executive Officer, whether or not designated as a “Section 16” officer
  • Any person with the title Vice President (including Senior Vice Presidents and Executive Vice Presidents), whether or not designated a “Section 16” officer
  • Any person that works in the finance or legal departments
  • Any other person designated by the Chief Compliance Officer

The Chief Compliance Officer will prepare a list of the insiders subject to these special restrictions and inform such insiders that they are subject to these special restrictions.

Quarterly Blackout Periods

Generally speaking, the trading windows will open at the close of trading on the first full trading day following Flotek’s public announcement of quarterly earnings, and will remain open until the close of trading on the day prior to the tenth business day before the end of the quarter. The window may open later or close earlier in the sole discretion of the Chief Compliance Officer.

Event-Specific Blackout Periods

From time to time, an event may occur that is material to Flotek and is known by only a few employees. These persons (which may include employees who are insiders by virtue of their position and other employees who have been deemed insiders due to their particular knowledge of the event) may not trade in Flotek securities so long as the event remains material and non- public. The existence of an event-specific blackout will not be announced, other than to those who are aware, or made aware, of the event giving rise to the blackout.

Procedure for Trading

Insiders subject to these special restrictions must notify the Chief Compliance Officer in writing at least one business day prior to the proposed trades of the amount and nature of the proposed trades, and must certify in writing that he or she is not aware of material nonpublic information of Flotek. This notification by the insider may be communicated by electronic mail to the Chief Compliance Officer and shall state the amount and nature of the proposed trade and shall certify

that he or she is not aware of material nonpublic information of Flotek. The Chief Compliance Officer will notify the insider whether or not the trade is approved. If the trade is approved, the insider may (but is not required to) make the proposed trades for a period of four business days from and including the proposed trading date. After the end of this period, the insider must give a new notice and certification to trade, as outlined above. The pre-clearance in no way relieves insiders of their own legal obligation to refrain from trading while in possession of material nonpublic information. The pre-clearance by the Chief Compliance Officer is not legal advice.


The General Prohibitions and the Special Restrictions above do not apply to the following trades:

  • Exercise of stock options or similar equity awards, or surrender of shares to Flotek to cover a stock option exercise price or satisfaction of tax withholding obligations (provided, however, that any securities acquired pursuant to the exercise of options are otherwise subject to this policy);
  • Acquisitions under Flotek’s employee stock purchase plan pursuant to standing instructions entered into when the insider has no material nonpublic information or is otherwise subject to a blackout; and
  • Purchases or sales pursuant to a Rule 10b5-1 plan that complies with the terms of this policy.

Material Nonpublic Information

There is no test or rule for determining whether information is “material” – it depends on the facts and circumstances, and a determination is related to more than just the potential financial impact. In general, information about Flotek should be considered material if a reasonable investor would consider the information significant when deciding whether to buy, hold or sell Flotek’s securities, or the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the total mix of information available in the marketplace about Flotek. Note that material information is not limited to historical facts but may also include projections and forecasts. Information is material even if it alone would not determine the investor’s decision; the fact that a reasonable investor would consider it to be useful in connection with his decision to buy, hold or sell securities may suffice.

If the information could reasonably be expected to affect the price of Flotek’s stock, it should be considered material. While it’s not possible to identify all information that is material, the following matters should always be considered material:

  • Financial performance, especially quarterly and year-end earnings
  • Projections of future earnings or losses, or other earnings guidance, or a significant change in earnings or earnings projections
  • Pending or proposed mergers and acquisitions
  • Pending or proposed acquisition or sale of significant assets or subsidiaries
  • New major contracts or orders, or the loss of major contracts or orders
  • Major discoveries or changes in products or product lines
  • Significant changes in supplies or inventory, product defects, recalls, etc.
  • A change in dividend policy, stock splits, debt or securities offerings
  • Impending bankruptcy or the existence of severe liquidity problems
  • Significant changes in senior management
  • Initiation or settlement of major litigation (actual or threatened)
  • Financing activities

Information is “nonpublic” if it has not been publicly disclosed to the investors with sufficient time for the public and investors to evaluate the information, either through publicly released information, through a public filing with the Securities and Exchange Commission or otherwise. For purposes of this policy, unless if the Chief Compliance Officer otherwise extends the waiting period and notifies the insiders of the extension, information is considered public after the close of trading on the first full trading day following the Company’s releases of material news through widely accessible news outlets, earnings or other Company calls, or a filing with the Securities and Exchange Commission.

Any insider who is unsure whether the information that he or she possesses is material or nonpublic should consult with the Chief Compliance Officer before trading in any Flotek securities.

Rule 10b5-1 Plans

Rule 10b5-1 plans can help provide an affirmative defense against allegations of insider trading, but they require advance commitments regarding timing, amounts and pricing of trades, and may not be suitable for all insiders. 10b5-1 plans for trading in Flotek securities must meet the following requirements:

  • Plans must be preapproved by the Chief Compliance Officer;
  • Plans may only be created, and changes to plans may be made, only when the insider would otherwise be permitted to trade in Flotek securities pursuant to this policy;
  • The first possible trade under any plan must not be until at the next forecast trading window; and
  • Transactions under the Rule 10b5-1 trading plans must be reported immediately to the Chief Compliance Officer for the purposes of Section 16 reporting.


Violations of this policy, or any other federal or state law related to trading in Flotek’s securities, must immediately be reported to the Chief Compliance Officer or via Flotek’s hotline. Violation may result in criminal and civil penalties, including cause of actions pursued vigorously by the Securities and Exchange Commission, the Department of Justice, and state and foreign enforcement authorities, and civil cause of action for damages. Any violation by an employee of Flotek’s insider trading policies and procedures as set forth here could result in Company-imposed disciplinary action, up to and including termination for cause.

Company Assistance

Although, upon notification by an officer or director who is a Section 16 insider of a change in status, holdings, or the occurrence of a transaction, Flotek will assist him or her with filing the Section 16 forms, Section 16 compliance is the personal responsibility of the Section 16 insider and not the Company’s. Employees who have any questions about specific transactions or this policy in general may obtain additional guidance from Flotek’s Chief Compliance Officer. The ultimate responsibility for adhering to this policy and avoiding improper transactions rests with each employee. It is the responsibility of each covered person of this policy to make sure that any family member, household member, or any relevant entity or other person that is controlled by the covered person complies with this policy.


Approved on August 3, 2020

Amended on April 4, 2023

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