Archrock (NYSE: AROC) issues $800M in 6.000% senior notes due 2034

Rhea-AI Filing Summary

Archrock, Inc. announced that its subsidiary Archrock Services, L.P., together with Archrock Partners Finance Corp., completed a private offering of $800,000,000 aggregate principal amount of 6.000% senior notes due 2034, fully and unconditionally guaranteed on a senior unsecured basis by Archrock, Inc. and certain subsidiaries. The notes pay interest semi-annually beginning August 1, 2026 and mature on February 1, 2034.

The notes can be redeemed before February 1, 2029 at 100% of principal plus a make-whole premium, or up to 40% can be redeemed at 106.000% using proceeds from qualifying equity offerings, subject to minimum outstanding amounts. From 2029, optional redemption prices step down from 103.000% in 2029 to 100.000% in 2031 and thereafter. The indenture includes customary covenants limiting additional debt, liens, asset sales, restricted payments and affiliate transactions, with many of these covenants falling away if the notes achieve investment grade ratings from at least two major agencies and no default exists. It also provides a change-of-control repurchase right at 101% of principal plus accrued interest.

Insights

Credit & Capital Structure Analyst

Archrock adds $800M in long-dated senior unsecured notes with typical high-yield covenants and call features.

The company, through Archrock Services, L.P. and Archrock Partners Finance Corp., completed a private offering of $800,000,000 in 6.000% senior notes due 2034, guaranteed on a senior unsecured basis by Archrock, Inc. and certain subsidiaries. These notes rank equally with existing and future senior indebtedness, which preserves flexibility in the capital structure but does not add collateral support.

The notes carry semi-annual interest payments and a final maturity on February 1, 2034, with a call schedule typical for this type of issuance: make-whole redemption before February 1, 2029, an equity claw at 106.000% for up to 40% of principal, and step-down calls from 103.000% to par between 2029 and 2031. Covenant protections limit additional indebtedness, liens, asset sales and restricted payments, but many of these restrictions fall away if the notes obtain investment grade ratings from at least two of Moody’s, Fitch and S&P while no default exists. The change-of-control put at 101% plus accrued interest offers standard downside protection for noteholders.

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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 21, 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 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

Indenture

On January 21, 2026, Archrock Services, L.P. (the “Partnership”), and its wholly owned subsidiary, Archrock Partners Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), completed a private offering (the “Notes Offering”) of $800,000,000 aggregate principal amount of 6.000% senior notes due 2034 (the “Notes”), along with the related guarantees of the Notes (the “Guarantees”).

The Notes and Guarantees were issued pursuant to an indenture (the “Indenture”), dated January 21, 2026, among the Issuers, Archrock, Inc. (the “Parent”), certain subsidiaries (other than the Issuers) of the Parent party thereto (collectively with the Parent, the “Guarantors”) and Regions Bank, as trustee (the “Trustee”).

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Guarantors. The Notes and the Guarantees rank equally in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness.

Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2026, at a rate of 6.000% per year. The Notes mature on February 1, 2034.

At any time prior to February 1, 2029, the Issuers may redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the redemption date. At any time prior to February 1, 2029, the Issuers may also redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from one or more equity offerings, at a redemption price of 106.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, as long as at least 60% of the aggregate principal amount of the Notes originally issued on the issue date (excluding notes held by the Parent and its subsidiaries) remains outstanding after each such redemption and the redemption occurs within 180 days after the date of the closing of such equity offering.

On or after February 1, 2029, the Issuers may redeem all or part of the Notes at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date, beginning on February 1 of the years indicated below:

Year			Percentage
2029			103.000	%
2030			101.500	%
2031 and thereafter			100.000	%

The Indenture contains covenants that will limit the ability of the Parent and its restricted subsidiaries, including the Issuers, to (i) make distributions on, purchase or redeem the Parent’s common stock or repurchase or redeem subordinated indebtedness; (ii) make investments; (iii) incur, assume or guarantee additional indebtedness or issue preferred stock; (iv) create liens to secure indebtedness; (v) sell or otherwise dispose of assets; (vi) consolidate with or merge with or into, or sell its properties to, another person; (vii) enter into transactions with affiliates; and (viii) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Notes achieve an investment grade rating from at least two out of the three of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and S&P Global Ratings and no default under the Indenture exists, many of the foregoing covenants will terminate.

The Indenture also contains customary events of default, including (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes; (iii) covenant defaults, (iv) cross-defaults to certain indebtedness and (v) certain events of bankruptcy or insolvency with respect to the Parent or any of the Guarantors (including the Issuers). If an event of default arises from certain events of bankruptcy, insolvency or reorganization, with respect to the Issuers, the Parent, any restricted subsidiary of the Parent that is a significant subsidiary or any group of restricted subsidiaries of the Parent that, taken together, would constitute a significant subsidiary of the Parent, all outstanding Notes will become due and payable immediately without further action or notice. If an event of default occurs and is continuing, the Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

2

If the Partnership experiences certain kinds of changes of control, holders of the Notes will be entitled to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s Notes pursuant to an offer on the terms set forth in the Indenture. The Partnership will offer to make a cash payment equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

The summary of the Indenture 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 4.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 hereof is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 21, 2026, the Parent issued a press release announcing the closing of the Notes 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 Exhibits 99.1 and 99.2 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 Exhibits 99.1 and 99.2 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
4.1		Indenture, dated as of January 21, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Regions Bank, as trustee.
99.1		Archrock, Inc. press release, dated January 21, 2026, announcing the closing of the Notes Offering.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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.

/s/ Stephanie C. Hildebrandt

Stephanie C. Hildebrandt

Senior Vice President, General Counsel and Secretary

Date: January 21, 2026

FAQ

What type of debt did Archrock, Inc. (AROC) issue in this 8-K?

Archrock, Inc. reported that Archrock Services, L.P. and Archrock Partners Finance Corp. completed a private offering of $800,000,000 aggregate principal amount of 6.000% senior notes due 2034, fully and unconditionally guaranteed on a senior unsecured basis by Archrock, Inc. and certain subsidiaries.

What are the interest rate and maturity of Archrock, Inc.'s new notes?

The notes bear interest at 6.000% per year, payable semi-annually in arrears on February 1 and August 1, beginning August 1, 2026, and they mature on February 1, 2034.

When and at what prices can Archrock, Inc. redeem the new senior notes?

Before February 1, 2029, the issuers may redeem the notes at 100% of principal plus a make-whole premium, or redeem up to 40% of the aggregate principal amount at 106.000% using net cash proceeds from qualifying equity offerings. On or after February 1, 2029, the notes are redeemable at 103.000% in 2029, 101.500% in 2030 and 100.000% in 2031 and thereafter, plus accrued and unpaid interest in each case.

What covenant protections are included in Archrock, Inc.'s 2034 senior notes indenture?

The indenture includes covenants that limit the ability of the parent and its restricted subsidiaries to make distributions or certain redemptions, make investments, incur or guarantee additional indebtedness or preferred stock, create liens, sell assets, merge or consolidate, enter into affiliate transactions and create unrestricted subsidiaries, subject to important exceptions and qualifications.

Under what conditions do some covenants on Archrock, Inc.'s notes fall away?

Many of the covenants will terminate if the notes achieve an investment grade rating from at least two of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and S&P Global Ratings and no default under the indenture exists at that time.

What change-of-control protection do holders of Archrock, Inc.'s notes have?

If the partnership experiences certain changes of control, holders may require the partnership to repurchase all or part of their notes (in amounts of $2,000 and multiples of $1,000 above that) at 101% of the aggregate principal amount plus accrued and unpaid interest to, but not including, the purchase date.