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| Common stock, par value $0.01 per share |
|
AROC |
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
March 25, 2026
Commission File Number 001-33666
ARCHROCK, INC.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
74-3204509 |
(State or other jurisdiction of
incorporation) |
|
(I.R.S. Employer Identification No.) |
9807 Katy Freeway, Suite 100, Houston,
TX 77024
(Address of principal executive offices, zip code)
(281) 836-8000
Registrant’s telephone number, including
area code
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name
of each exchange on which registered |
| Common stock, $0.01 par value per share |
|
AROC |
|
New York Stock Exchange |
| |
|
|
|
NYSE
Texas |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 25, 2026, Douglas S. Aron, Senior Vice President and Chief Financial Officer of Archrock, Inc. (the “Company”), notified
the Company of his intention to retire from his position. Mr. Aron will continue to serve as Senior Vice President and Chief Financial
Officer to ensure an orderly transition until a successor Chief Financial Officer is named, or December 31, 2026, whichever is earlier
(the “Retirement Date”).
In connection with Mr. Aron’s retirement and transition planning, the Company and Mr. Aron have entered into a Transition and Separation
Agreement (the “Agreement”) pursuant to which Mr. Aron will remain in his current role until the Retirement Date and will
continue to receive his base salary at the current annual rate of $640,000. The Agreement also provides that upon the Retirement Date,
Mr. Aron will receive (i) a pro-rated annual bonus for 2026, paid at the target level of 90% of his eligible earnings, (ii) pro-rated
vesting of each applicable tranche of his time-vesting restricted stock awards that are scheduled to vest in January 2027, and (iii) pro-rated
vesting of his long-term performance-vesting awards (cash or stock settled) granted to him for the performance period 2024-2026 that are
scheduled to vest in January 2027 based on actual level of performance in relation to the applicable performance measures, determined
as of the last day of the month in which the Retirement Date occurs. All other outstanding stock awards will be forfeited upon the Retirement
Date.
The description above is a summary of the material
terms of the Agreement and is qualified in its entirety by reference to the respective document, a copy of which is filed as Exhibit 10.1
to this Form 8-K and is incorporated herein by reference.
A copy of the press release announcing the matters
described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the matters
described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| |
10.1 |
Transition and Separation Agreement dated March 25, 2026 between Douglas S. Aron and Archrock, Inc. |
| |
99.1 |
Press Release dated March 25, 2026 |
| |
104 |
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ARCHROCK, INC. |
| |
|
| |
By: |
/s/ Stephanie C. Hildebrandt |
| |
|
Stephanie C. Hildebrandt |
| |
|
Senior Vice President, General Counsel and Secretary |
| |
|
|
| |
|
March 25, 2026 |
Exhibit 99.1
Archrock Announces
Retirement of Chief Financial Officer Doug Aron
HOUSTON, March
25, 2026 – Archrock, Inc. (NYSE: AROC) (“Archrock” or the “Company”) today announced that Douglas S. Aron,
Senior Vice President and Chief Financial Officer, has informed the Company of his intention to retire by the end of 2026 or when a successor
is named. The Company has engaged an executive search firm to assist with the identification and evaluation of potential successors.
“Doug
has been a valued partner and critical member of our leadership team during a period when Archrock has transformed its business and meaningfully
improved its balance sheet and profitability,” said Brad Childers, President and Chief Executive Officer. “We are grateful
for his many contributions and are well prepared for the next chapter with a strong leadership team and clear strategy in place,”
concluded Childers.
“I
want to thank the Board, Brad, and the incredibly talented team across Archrock for their trust, partnership, and commitment over the
last eight years,” said Aron. “As I look ahead, I am committed to helping Archrock with a successful transition and I am
excited to prioritize time with family. I look forward to continuing to follow Archrock’s future success,” concluded Aron.
About Archrock
Archrock is
an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping its customers
produce, compress and transport natural gas in a safe and environmentally responsible way. Headquartered in Houston, Texas, Archrock is
a premier provider of natural gas compression services to customers in the energy industry throughout the U.S. and a leading
supplier of aftermarket services to customers that own compression equipment. For more information on how Archrock embodies its purpose,
WE POWER A CLEANER AMERICA™, visit www.archrock.com.
Forward-Looking Statements
This press release
contains forward-looking statements. These statements are not guarantees of future performance or actions. Forward-looking statements
rely on a number of assumptions concerning future events and are subject to risks and uncertainties. If one or more of these risks or
uncertainties materialize, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking
statements speak only as of the date on which they are made. Archrock expressly disclaims any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties
and other matters can be found in Archrock’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and as set
forth from time to time in Archrock’s filings with the Securities and Exchange Commission. These filings are available online at
www.sec.gov and www.archrock.com.
For information,
contact:
Megan Repine
VP of Investor
Relations
281-836-8360
investor.relations@archrock.com