Archrock (NYSE: AROC) upsizes private $800M 2034 senior notes deal

Rhea-AI Filing Summary

Archrock, Inc. announced that its subsidiaries Archrock Services, L.P. and Archrock Partners Finance Corp. entered a purchase agreement for an upsized private offering of $800,000,000 aggregate principal amount of 6.000% Senior Notes due 2034, priced at par and guaranteed by Archrock, Inc. and certain subsidiaries. The notes are being sold to initial purchasers under a private placement exemption, with planned resales to qualified institutional buyers under Rule 144A and to other investors under Regulation S.

The company expects to receive approximately $789 million of net proceeds and intends to use this amount to repay a portion of the outstanding borrowings under its revolving credit facility. Archrock and its guarantor subsidiaries also agreed not to offer or sell any additional debt securities for 90 days after the purchase agreement date without the consent of J.P. Morgan Securities LLC.

Insights

Credit and capital structure analyst

Archrock is terming out debt with a $800M 6.000% 2034 note issue, using about $789M net to pay down its revolver.

Archrock’s financing entities agreed to issue $800,000,000 of 6.000% Senior Notes due 2034, guaranteed by Archrock, Inc. and certain subsidiaries. The notes were priced at par, indicating the 6.000% coupon matches investors’ required yield at issuance. The securities are offered as a private placement under Section 4(a)(2), with resales under Rule 144A and Regulation S, a common structure for institutional-only debt issuance.

The company intends to use approximately $789 million of net proceeds to repay part of its revolving credit facility borrowings. This shifts debt from shorter-term, floating bank debt to longer-term, fixed-rate notes maturing in 2034. The agreement also includes a 90-day period during which Archrock and its guarantors will not offer or sell additional debt securities without J.P. Morgan Securities LLC’s consent, temporarily limiting incremental debt issuance flexibility.

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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): January 6, 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

Houston, Texas

(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, par value $0.01 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 1.01 Entry into a Material Definitive Agreement

Purchase Agreement

On January 6, 2026, Archrock Services, L.P. (“Archrock Services”) and Archrock Partners Finance Corp., a wholly owned subsidiary of Archrock Partners, L.P., (together with Archrock Services, the “Issuers”, and Archrock, Inc., as parent guarantor (the “Company”), and the other subsidiary guarantors thereto (together with Company, the “Guarantors”), entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), with respect to an upsized private offering (the “Offering”) by the Issuers of $800,000,000 aggregate principal amount of 6.000% Senior Notes due 2034 (the “Notes”) of the Issuers, along with the related guarantees (the “Guarantees”) of the Notes. The Offering is expected to close on or about January 21, 2026, subject to customary closing conditions.

The Notes and Guarantees will be issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereunder. The Initial Purchasers intend to resell the Notes and Guarantees (i) inside the United States to “qualified institutional buyers,” as defined in Rule 144A (“Rule 144A”) under the Securities Act in private sales exempt from registration under the Securities Act in accordance with Rule 144A, and (ii) to other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act (“Regulation S”) in accordance with Regulation S. The Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The Notes were priced at par. The Company intends to use the approximately $789 million of net proceeds from the offering of the Notes to repay a portion of the outstanding borrowings under the Company’s revolving credit facility.

The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.

Certain of the Initial Purchasers and their affiliates have provided in the past to the Company and its affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions.

Certain of the Initial Purchasers or their respective affiliates are lenders and/or agents under the Company’s revolving credit facility and receive customary fees and expense reimbursement in connection therewith. The Company may use a portion of the net proceeds from the sale of the notes offered hereby to partially repay outstanding borrowings under its revolving credit facility. Accordingly, certain of the Initial Purchasers or their respective affiliates may receive a portion of the proceeds from this offering. In addition, from time to time, certain of the initial purchasers and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s debt or equity securities or loans, and may do so in the future.

In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities for a period of 90 days after the date of the Purchase Agreement without the prior consent of J.P. Morgan Securities LLC.

The summary of the Purchase Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 6, 2026, the Company issued a press release announcing the upsizing and pricing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Purchase Agreement, dated as of January 6, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein.
99.1		Archrock, Inc. press release dated January 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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
January 6, 2026

FAQ

What financing transaction did Archrock (AROC) announce in this 8-K?

Archrock’s subsidiaries agreed to an upsized private offering of $800,000,000 aggregate principal amount of 6.000% Senior Notes due 2034, guaranteed by Archrock, Inc. and certain subsidiaries.

What are the key terms of Archrock’s new senior notes due 2034?

The new notes have a 6.000% coupon, an aggregate principal amount of $800,000,000, mature in 2034, were priced at par, and are guaranteed by Archrock, Inc. and certain subsidiaries.

How will Archrock (AROC) use the net proceeds from the $800 million notes offering?

Archrock intends to use approximately $789 million of net proceeds from the notes offering to repay a portion of the outstanding borrowings under its revolving credit facility.

Is Archrock’s $800 million notes offering a registered public offering?

No. The notes and related guarantees are being issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and resold to institutional investors under Rule 144A and Regulation S.

Who are the initial purchasers of Archrock’s 6.000% senior notes due 2034?

The purchase agreement names J.P. Morgan Securities LLC as representative of the initial purchasers listed in its schedule; these firms will initially purchase the notes and then resell them to eligible investors.

Does Archrock face any restrictions on issuing additional debt after this notes offering?

Yes. Archrock’s issuers and guarantors agreed not to offer or sell any debt securities for 90 days after the purchase agreement date without the prior consent of J.P. Morgan Securities LLC.

What is the relationship between Archrock and the initial purchasers involved in this transaction?

Certain initial purchasers or their affiliates are lenders and/or agents under Archrock’s revolving credit facility and have provided, and may continue to provide, various banking and advisory services to Archrock and its affiliates for customary fees.