STOCK TITAN

Archrock to acquire HiVolt for up to $450M in cash

If completed, HiVolt is expected to operate as a separate Archrock business segment under Josh Evans.

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Form Type
8-K

Rhea-AI Filing Summary

Archrock, Inc. agreed to acquire HiVolt Energy Holdings, LLC through its wholly owned subsidiary in an all-cash transaction with an aggregate value of up to $450 million. The announced terms include $415 million in cash at closing, subject to purchase-price adjustments, plus up to $35 million in employee earnout incentives. Selected HiVolt employees may earn incentives for fiscal years 2027 through 2029, tied to HiVolt’s adjusted gross margin and each participant’s bonus percentage. Amounts earned are scheduled for payment in July 2028, 2029 and 2030, subject to continued employment and stated protections.

The merger is expected to close in the first quarter of 2027, subject to customary conditions, including required antitrust approvals. The purchase price plus the portion of the earnout paid through 2028 represents an approximately 6.1x multiple of the midpoint of HiVolt’s expected 2028 adjusted EBITDA range of $70–$75 million; approximately 70% of that EBITDA is supported by operating and contracted and awarded opportunities. Archrock intends to fund the upfront payment using available capacity under its ABL credit facility. After closing, HiVolt is expected to operate as a separate business segment led by Josh Evans.

Filing Explained

The disclosed ABL funding and debt-free, target-range leverage remain expectations until closing.

The acquisition remains uncompleted and subject to closing conditions; the merger agreement permits termination if closing has not occurred by 120 days after November 10, 2026, subject to extension.

The investor presentation lists a $425 million ABL facility as the source for $415 million of cash at closing and $10 million of fees. The debt-free outcome and pro forma leverage of 3.0x to 3.5x are stated as expectations, not completed results.

Any earnout payments are expected to be recorded as compensation expense.

Archrock says projected net income for the acquired assets and a reconciliation of projected adjusted EBITDA to net income are unavailable without unreasonable effort because it lacks sufficient information.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate transaction value Up to $450 million All-cash acquisition
Cash at closing $415 million Upfront purchase price
Earnout incentives Up to $35 million Employee incentives tied to commercial milestones
Expected 2028 adjusted EBITDA $70–$75 million HiVolt expected range
Expected EBITDA supported by operating and contracted and awarded opportunities Approximately 70% HiVolt expected 2028 adjusted EBITDA
Transaction multiple Approximately 6.1x Purchase price plus earnout paid through 2028, compared with midpoint of expected 2028 adjusted EBITDA
ABL facility source $425 million Transaction sources and uses
Target leverage range 3.0x–3.5x Archrock stated pro forma leverage target range
Adjusted EBITDA financial
"midpoint of HiVolt’s expected 2028 adjusted EBITDA range"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
ABL credit facility financial
"available capacity under its ABL credit facility"
An ABL credit facility is a loan where the borrower uses tangible assets—like unpaid customer invoices, inventory, or equipment—as collateral to secure borrowing capacity. Think of it like a business pawning its goods to get cash; the amount available rises and falls with the value of those assets. Investors watch ABLs because they affect a company’s short-term liquidity, borrowing limits, and the lender’s priority claim if the company runs into financial trouble.
Net working capital financial
"adjustments for net working capital"
Net working capital is the amount left when you subtract a company’s short-term bills (like accounts payable and short-term loans) from its short-term assets (cash, money owed to it, and inventory). Think of it as the cash cushion a business has to keep daily operations running — a bigger cushion means fewer short-term funding worries, while a small or negative number can signal pressure to raise cash or cut activity, which matters to investors assessing stability and short-term risk.
take-or-pay style financial
"take-or-pay style, capacity-based terms support recurring cash flows"
private line infrastructure technical
"via private line infrastructure (PLI)"
earnout financial
"plus $35 million of earnout incentives"
An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Archrock paying for HiVolt?

The all-cash transaction has an aggregate value of up to $450 million, including $415 million in cash at closing and up to $35 million in earnout incentives tied to commercial milestones.

When is AROC’s HiVolt acquisition expected to close?

Archrock expects the merger to close in the first quarter of 2027, subject to customary closing conditions, including required approvals and the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act.

How will the AROC-HiVolt earnout be determined?

Selected HiVolt employees may earn up to $35 million in aggregate for fiscal years 2027 through 2029. Individual amounts are tied to HiVolt’s adjusted gross margin and each participant’s bonus participation percentage, with payment subject to continued employment and stated protections.

How does AROC plan to fund the HiVolt acquisition?

Archrock intends to fund the $415 million upfront cash payment using available capacity under its ABL credit facility. The transaction presentation lists $425 million from the ABL facility, against $415 million for the cash payment at closing and $10 million for transaction fees and expenses.

Will HiVolt operate separately after the AROC acquisition?

After closing, HiVolt is expected to operate as a separate business segment within Archrock and continue to be led by Josh Evans. Archrock stated it is committed to maintaining HiVolt’s organization, personnel, operations and presence in Midland, Texas, while expanding its footprint nationwide.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 10, 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 1.01.Entry into a Material Definitive Agreement.

 

On November 10, 2026, Archrock Services, L.P., a Delaware limited partnership (the “Company”) and wholly owned subsidiary of Archrock, Inc., a Delaware corporation (“Archrock”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Project Avengers 2026 Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), HiVolt Energy Holdings, LLC, a Delaware limited liability company (“HiVolt”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the unitholders’ representative. Pursuant to the Merger Agreement, Merger Sub will merge with and into HiVolt (the “Merger”), with HiVolt continuing as the surviving company and a wholly owned subsidiary of the Company. The respective boards of managers (or equivalent governing authorities) of the Company, Merger Sub and HiVolt unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that they were advisable and in the best interests of their respective equity holders.

 

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, the outstanding Class A units and Class B units (the “Units”) of HiVolt (other than any Units held in treasury) will be converted into the right to receive cash consideration, without interest. The aggregate merger consideration is based on a purchase price of $415 million, subject to adjustments for net working capital, indebtedness, cash, unpaid transaction expenses, certain capital expenditure adjustments and certain scheduled items, as provided in the Merger Agreement.

 

In connection with the Merger and pursuant to the terms of the Merger Agreement, the Company adopted an incentive plan to facilitate the earnout under which selected employees of HiVolt may earn cash incentive payments with respect to fiscal years 2027 through 2029 of up to $35.0 million in the aggregate. Amounts payable under the incentive plan to any participant for the applicable fiscal year are tied to the adjusted gross margin performance of HiVolt’s business and the individual’s bonus participation percentage. Any amounts earned for fiscal years 2027 through 2029 will be paid in July 2028, 2029 and 2030, respectively, subject to the participant’s continued employment through the payment date (subject to protections in the event of a participant’s termination without cause, for good reason or by reason of death or disability). Any amounts paid under the incentive plan are expected to be recorded as compensation expense in the Company’s financial statements.

 

The Merger is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of customary closing conditions, including, among other things: (i) the absence of any governmental order or applicable law prohibiting or making illegal the consummation of the transactions contemplated by the Merger Agreement; (ii) the Company’s and HiVolt’s performance, in all material respects, of their respective obligations under the Merger Agreement required to be performed at or before the closing of the Merger (the “Closing”); (iii) subject to the standards specified in the Merger Agreement, the accuracy of the Company’s and HiVolt’s respective representations and warranties; (iv) receipt of required approvals and expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (v) delivery of the required closing certificates and other closing deliverables; and (vi) solely as conditions to the Company’s obligation to consummate the Merger, the absence of a Material Adverse Effect (as defined in the Merger Agreement) with respect to HiVolt since the date of the Merger Agreement that is continuing as of the Closing, and the execution, delivery and effectiveness of certain employment arrangements, restrictive covenant agreement and subscription agreements by certain key employees of HiVolt prior to Closing.

 

The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to (i) the conduct of HiVolt’s and its subsidiaries’ businesses prior to the Closing or earlier termination of the Merger Agreement, including ordinary-course operations and preservation of material third-party relationships, subject to specified exceptions, and (ii) the parties’ efforts to complete the transactions contemplated by the Merger Agreement, including obtaining required regulatory approvals and third-party consents.

 

The Merger Agreement may be terminated prior to the Closing, subject to certain exceptions, (i) by mutual written consent of the parties; (ii) if the Closing has not occurred by 120 days after the date of the Merger Agreement (subject to extension as provided in the Merger Agreement, the “Outside Date”); (iii) if a final, non-appealable governmental order or applicable law permanently prohibits or makes illegal the transactions contemplated by the Merger Agreement; (iv) for certain breaches of representations, warranties or covenants that would cause a closing condition not to be satisfied, subject, if curable, to a cure period of up to 30 days following notice or, if earlier, the Outside Date; or (v) by HiVolt or its unitholders’ representative in certain circumstances if the Company fails to consummate the Closing when required. The Merger Agreement preserves certain rights and remedies following termination, including for willful breach or actual fraud.

 

 

 

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub, HiVolt or the unitholders’ representative. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Archrock’s public disclosures.

 

Item 7.01Regulation FD Disclosure.

 

On November 10, 2026, Archrock issued a press release announcing the entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

On November 10, 2026, Archrock posted to its website an investor presentation related to the transactions contemplated by the Merger Agreement. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein.

 

The information set forth in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information included in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

This Current Report on Form 8-K, including Exhibits 99.1 and 99.2, may contain forward-looking statements within the meaning of Section 21E of the Exchange Act, as amended. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Archrock. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “pro forma,” “expect,” “strategy,” “future,” “likely,” “may,” “opportunity,” “should,” “will” and similar references to future periods. Forward-looking information includes, but is not limited to statements regarding the expected benefits of the proposed transaction, including its expected accretion and the expected impact on Archrock’s EBITDA, leverage ratio, earnings per share, dividend growth and dividend coverage; the anticipated completion of the proposed transaction and the timing thereof; plans and objectives of management for future operations; structural and process improvement initiatives; the size of the total addressable market; the size of the business and growth pipeline; the expected timing thereof, Archrock’s ability to successfully effect those initiatives and the expected results therefrom; and statements regarding Archrock’s dividend policy.

 

 

 

 

While Archrock believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: the failure to complete the proposed transaction or to realize the anticipated accretion, earnings per share growth, dividend growth and coverage, potential synergies and other anticipated strategic benefits of the transaction within the expected time frames or at all; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction will not be obtained; changes in customer, employee or supplier relationships of Archrock or HiVolt; local, regional and national economic and financial market conditions and the impact they may have on Archrock, HiVolt and their respective customers; future regulatory conditions, including changes in tax laws and regulation of power generation, distribution and data centers; conditions in the oil and gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained decrease in the price of oil or natural gas; changes in the availability and price for electric power; changes in future demand for micro-grid power and on-site data center power; changes in economic conditions in key operating markets; the financial condition of Archrock’s or HiVolt’s customers; the failure of any customer of Archrock or HiVolt to perform its contractual obligations; changes in safety, health, environmental and other regulations; estimated transaction and integration costs associated with the proposed transaction; the retention of certain key employees of HiVolt; and Archrock’s ability to successfully integrate the operations of HiVolt; Archrock’s ability to pay dividends in the future; and risks associated with the concentration of Archrock’s and HiVolt’s significant customers.

 

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Archrock’s Annual Report on Form 10-K for the year ended December 31, 2025, and those set forth from time to time in Archrock’s filings with the Securities and Exchange Commission, which are available online at www.sec.gov and www.archrock.com. Except as required by law, Archrock expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit
Number
  Description
2.1*   Agreement and Plan of Merger, dated as of November 10, 2026, by and among Archrock Services, L.P., Project Avengers 2026 Merger Sub, LLC, HiVolt Energy Holdings, LLC and Shareholder Representative Services LLC, solely in its capacity as the unitholders’ representative.
99.1   Press Release dated November 10, 2026.
99.2   Investor Presentation dated November 10, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
*   Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

 

 

 

 

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
     
    November 10, 2026

 

 

 

 

Exhibit 99.1

 

Archrock to Acquire HiVolt Energy Holdings, LLC

 

· Combines HiVolt’s proven, differentiated prime power microgrid infrastructure platform – comprising vertically integrated development, ownership and operations across power generation, battery energy storage systems, fuel pipelines and private-line infrastructure that delivers reliable, utility-grade power – with Archrock’s leading compression capabilities

 

·Expands offerings for new and existing oil and gas customers through complementary
prime power microgrid solutions supported by long-term power purchase agreements, with upside from future industrial markets

 

·Transaction expected to be immediately accretive to earnings per share and cash available for dividend per share

 

·$415 million upfront purchase price plus the portion of the earnout paid through 2028 represents a transaction multiple of approximately 6.1x the midpoint of HiVolt’s expected 2028 adjusted EBITDA range of $70–75 million, approximately 70% of which is supported by operating and contracted and awarded opportunities that provide strong visibility into expected earnings

 

·Archrock to host a conference call at 5:30 PM ET

 

HOUSTON and MIDLAND, Texas, November 10, 2026 – Archrock, Inc. (NYSE: AROC) (“Archrock”) and HiVolt Energy Holdings, LLC (“HiVolt”) today announced that they have entered into a definitive merger agreement under which Archrock will acquire HiVolt in an all-cash transaction with an aggregate value of up to $450 million. The purchase price includes a payment of $415 million in cash at close plus $35 million of earnout incentives based on the achievement of certain commercial milestones.

 

“Combining HiVolt’s proven prime power microgrid platform with Archrock's natural gas compression offerings will transform our company into a broader provider of energy infrastructure,” said Brad Childers, President and Chief Executive Officer of Archrock. “HiVolt has built a proven, differentiated platform in the energy microgrid market that complements our core compression business and will enable us to provide additional essential services to customers across the energy value chain, particularly in power-constrained geographies. The transaction also offers upside from future industrial markets. We are confident that this transaction will advance our strategic priorities and drive long-term growth and value creation for Archrock shareholders.”

 

Childers continued, “A key part of what makes HiVolt such an exciting addition to Archrock is its talent. HiVolt’s highly experienced people bring deep expertise and a proven track record in developing, operating and scaling distributed power infrastructure using high-quality Caterpillar equipment. We look forward to welcoming HiVolt CEO Josh Evans and the HiVolt team to Archrock and working together to deliver on the substantial opportunities ahead.”

 

Compelling Strategic and Financial Benefits

 

·Broadens Archrock’s energy infrastructure capabilities with an integrated portfolio of compression and prime power microgrid offerings: The transaction combines mutually supportive businesses with comparable capital, return and operating characteristics, establishing Archrock in the attractive power generation sector while building on its proven compression platform. HiVolt’s behind-the-meter prime power generation, battery energy storage systems, fuel gas pipelines, private-line infrastructure and operating capabilities complement Archrock’s leading natural gas compression platform, including its established position as a leader in electric motor-drive compression. Given the strong customer overlap, bringing these capabilities into one integrated portfolio will provide Archrock with significant opportunities to deepen and extend relationships, cross-sell offerings and support a broader portion of the energy value chain.

 

 

 

 

·Adds recurring cash flows and compelling risk-adjusted returns through long-term power purchase agreements: HiVolt has over 80 megawatts of contracted prime power capacity today, with significant near-term contracting opportunities, providing an established earnings base with significant runway for growth. This capacity is supported by long-term, take-or-pay style, capacity-based power purchase agreements with an initial duration of five to eight years. This attractive structure creates infrastructure-quality revenue streams with strong visibility and growth potential.

 

·Contracted procurement framework supports growth: HiVolt has sufficient equipment on order to deliver forecasted growth for 2028. The company has secured access to more than 500 megawatts of near-term generation equipment using high-quality Caterpillar engines, exceeding forecast requirements and supporting further growth.

 

·Accretive to earnings per share and cash available for dividend per share: Expected to be immediately accretive to Archrock’s earnings per share and cash available for dividend per share.

 

·Provides exposure to attractive prime power microgrid growth: HiVolt’s pipeline of prime power microgrid opportunities positions Archrock to expand its role in the oil and gas value chain, with upside from future industrial markets.

 

Transaction, Leadership and Closing Details

 

Under the terms of the agreement, Archrock intends to fund the upfront $415 million cash portion of the total transaction consideration with available capacity under its ABL credit facility. The transaction is expected to be debt-free, resulting in pro forma leverage that is consistent with Archrock’s stated target range of between 3.0 times and 3.5 times. The $415 million upfront purchase price plus the portion of the earnout paid through 2028 represents a transaction multiple of approximately 6.1x the midpoint of HiVolt’s expected 2028 adjusted EBITDA range of $70–75 million, approximately 70% of which is supported by operating and contracted and awarded opportunities, providing strong visibility into expected earnings.

 

The transaction has been unanimously approved by the Board of Directors of Archrock and is expected to close in early 2027, subject to regulatory approval and other customary closing conditions.

 

Following close of the transaction, HiVolt will operate as a separate business segment within Archrock and continue to be led by Josh Evans. Archrock is committed to maintaining HiVolt’s organization, personnel and operations, as well as its presence in Midland, Texas, while expanding HiVolt’s footprint nationwide.

 

Conference Call Details

 

Archrock will host a conference call on November 10, 2026, to discuss the transaction. The call will begin at 5:30 PM Eastern Time.

 

Participants who wish to join the call by phone can dial (800) 715-9871 in the United States toll-free or +1 (646) 307-1963 for international calls.

 

 

 

 

To listen to the call via live webcast, please register at this link: https://edge.media-server.com/mmc/p/i7fphq76. A replay of the webcast will be available on Archrock’s Investor Relations website shortly after the call.

 

Advisors

 

Evercore is serving as financial advisor and Norton Rose Fulbright US LLP is acting as legal advisor to Archrock. BofA Securities is serving as financial advisor and Troutman Pepper Locke LLP is acting as legal advisor to HiVolt.

 

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.

 

About HiVolt

 

Founded in 2019, HiVolt Energy was created for customers who need more than a temporary power solution but don’t have the luxury of time to wait for the grid to arrive. HiVolt offers prime power solutions focused on industrial and commercial businesses with long-term base-load power needs, delivering systems that are highly reliable, regulatory-compliant, environmentally conscious, efficient, and tailored to meet end-user load demands. Designed and operated by an experienced, solution-focused team, HiVolt works directly with equipment manufacturers and technology partners to build systems capable of continuous, prime power operations. For more information, visit hivoltenergy.com.

 

Forward-Looking Statements

 

All statements in this release (and oral statements made regarding the subjects of this release) other than historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Archrock. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “pro forma,” “expect,” “strategy,” “future,” “likely,” “may,” “opportunity,” “should,” “will” and similar references to future periods. Forward-looking information includes, but is not limited to statements regarding the expected benefits of the proposed transaction, including its expected accretion and the expected impact on Archrock, Inc.’s (“Archrock”) EBITDA, leverage ratio, earnings per share, dividend growth and dividend coverage; the anticipated completion of the proposed transaction and the timing thereof; plans and objectives of management for future operations; structural and process improvement initiatives; the size of the total addressable market; the size of the business and growth pipeline; the expected timing thereof, Archrock’s ability to successfully effect those initiatives and the expected results therefrom; and statements regarding Archrock’s dividend policy.

 

 

 

 

While Archrock believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: the failure to complete the proposed transaction or to realize the anticipated accretion, earnings per share growth, dividend growth and coverage, potential synergies and other anticipated strategic benefits of the transaction within the expected time frames or at all; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction will not be obtained; changes in customer, employee or supplier relationships of Archrock or HiVolt Energy Holdings, LLC (“HiVolt”); local, regional and national economic and financial market conditions and the impact they may have on Archrock, HiVolt and their respective customers; future regulatory conditions, including changes in tax laws and regulation of power generation, distribution and data centers; conditions in the oil and gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained decrease in the price of oil or natural gas; changes in the availability and price for electric power; changes in future demand for micro-grid power and on-site data center power; changes in economic conditions in key operating markets; the financial condition of Archrock’s or HiVolt’s customers; the failure of any customer of Archrock or HiVolt to perform its contractual obligations; changes in safety, health, environmental and other regulations; estimated transaction and integration costs associated with the proposed transaction; the retention of certain key employees of HiVolt; and Archrock’s ability to successfully integrate the operations of HiVolt; Archrock’s ability to pay dividends in the future; and risks associated with the concentration of Archrock’s and HiVolt’s significant customers.

 

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Archrock’s Annual Report on Form 10-K for the year ended December 31, 2025, and those set forth from time to time in Archrock’s filings with the Securities and Exchange Commission, which are available online at www.sec.gov and www.archrock.com. Except as required by law, Archrock expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

 

Non-GAAP Measures

 

Adjusted EBITDA, a non-GAAP measure, is defined as net income (loss) excluding interest expense, income taxes, depreciation and amortization, long-lived and other asset impairment, unrealized change in fair value of investment in unconsolidated affiliate, restructuring charges, debt extinguishment loss, transaction-related costs, non-cash stock-based compensation expense, amortization of capitalized implementation costs and other items. Archrock has not provided projected net income from the assets to be acquired, the most comparable financial measure calculated in accordance with GAAP, or a reconciliation of projected adjusted EBITDA to projected net income of the assets to be acquired. Archrock does not control the assets to be acquired or prepare the related financial statements. Archrock is unable to provide projected net income of the assets to be acquired or a reconciliation of the projected adjusted EBITDA of the assets to be acquired to projected net income from those assets because the calculation of projected adjusted EBITDA was based on, among other things, projected utilization and rate information combined with high-level, operating expense assumptions related to the assets to be acquired. As such, Archrock does not have sufficient information to project net income from the assets to be acquired, nor does Archrock have sufficient information regarding all of the reconciling items that may exist between projected adjusted EBITDA and projected net income for the assets to be acquired. Therefore, projected net income of the assets to be acquired and a reconciliation of projected adjusted EBITDA of the assets to projected net income from those assets are not available without unreasonable effort.

 

For information, contact:

 

Archrock, Inc.

INVESTORS

Megan Repine

VP of Investor Relations

281-836-8360

investor.relations@archrock.com

 

MEDIA

Jed Repko / Kara Grimaldi

Joele Frank

212-355-4449

 

 

 

Exhibit 99.2

 

ARCHROCK, INC. November 10, 2026 Acquisition of HiVolt Energy Holdings, LLC

 

 

ARCHROCK, INC. (NYSE:AROC) 2 Forward - Looking Statements All statements in this presentation (and oral statements made regarding the subjects of this presentation) other than histori cal facts are forward - looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward - looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ m ate rially from such statements, many of which are outside the control of Archrock. Forward - looking statements can be identified by words such as: “anticipate,” “intend, ” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “pro forma,” “expect,” “strategy,” “future,” “likely,” “may,” “opportunity,” “should,” “will” and simi lar references to future periods. Forward - looking information includes, but is not limited to statements regarding the expected benefits of the proposed transaction, including it s expected accretion and the expected impact on Archrock, Inc.'s (“Archrock”) EBITDA, leverage ratio, earnings per share, dividend growth and dividend coverage; th e a nticipated completion of the proposed transaction and the timing thereof , plans and objectives of management for future operations; structural and process improvement initiatives; the size of the total addressable market; the size of the business and growth pipeline; the expected timing thereof; Archrock's ability t o s uccessfully effect those initiatives and the expected results therefrom; and statements regarding Archrock's dividend policy. While Archrock believes that the assumptions concerning future events are reasonable, it cautions that there are inherent dif fic ulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ m ate rially from those indicated by such forward - looking statements include, but are not limited to: the failure to complete the proposed transaction or to realize the a nticipated accretion, earnings per share growth, dividend growth and coverage, potential synergies and other anticipated strategic benefits of the transaction within the expected time frames or at all; the possible diversion of management time on transaction - related issues; the risk that the requisite approvals to complete the trans action will not be obtained; changes in customer, employee or supplier relationships of Archrock or HiVolt Energy Holdings, LLC (“HiVolt”); local, regional and na tio nal economic and financial market conditions and the impact they may have on Archrock, HiVolt and their respective customers; future regulatory conditions, inc lud ing changes in tax laws and regulation of power generation, distribution and data centers; conditions in the oil and gas industry, including a sustained dec rease in the level of supply or demand for oil or natural gas or a sustained decrease in the price of oil or natural gas; changes in the availability and price for ele ctric power; changes in future demand for micro - grid power and on - site data center power; changes in economic conditions in key operating markets; the financial condition of Archrock's or HiVolt's customers; the failure of any customer of Archrock or HiVolt to perform its contractual obligations; changes in safety, healt h, environmental and other regulations; estimated transaction and integration costs associated with the proposed transaction; the retention of certain key employees of HiVolt; and Archrock's ability to successfully integrate the operations of HiVolt; Archrock's ability to pay dividends in the future; and risks associated with th e concentration of Archrock's and HiVolt's significant customers. These forward - looking statements are also affected by the risk factors, forward - looking statements and challenges and uncertaint ies described in Archrock's Annual Report on Form 10 - K for the year ended December 31, 2025, and those set forth from time to time in Archrock's filings with the S ecurities and Exchange Commission, which are available online at www.sec.gov and www.archrock.com. Except as required by law, Archrock expressly dis cla ims any intention or obligation to revise or update any forward - looking statements whether as a result of new information, future events or otherwise.

 

 

ARCHROCK, INC. (NYSE:AROC) 3 Non - GAAP Measures Adjusted EBITDA, a non - GAAP measure, is defined as net income (loss) excluding interest expense, income taxes, depreciation and amortization, long - lived and other asset impairment, unrealized change in fair value of investment in unconsolidated affiliate, restructuring charges, deb t e xtinguishment loss, transaction - related costs, non - cash stock - based compensation expense, amortization of capitalized implementation costs and other items. Archrock has not provided projected net income from the assets to be acquired, the most comparable financial measure calculated in accordance with GAAP, or a reconci lia tion of projected adjusted EBITDA to projected net income of the assets to be acquired. Archrock does not control the assets to be acquired or prepare the related financial statements. Archrock is unable to provide projected net income of the assets to be acquired or a reconciliation of the projected adjusted EBITDA o f the assets to be acquired to projected net income from those assets because the calculation of projected adjusted EBITDA was based on, among other things, pr ojected utilization and rate information combined with high - level, operating expense assumptions related to the assets to be acquired. As such, Archrock does not have sufficient information to project net income from the assets to be acquired, nor does Archrock have sufficient information regarding all of the reconciling items that may exist between projected adjusted EBITDA and projected net income for the assets to be acquired. Therefore, projected net income of the asse ts to be acquired and a reconciliation of projected adjusted EBITDA of the assets to projected net income from those assets are not available without unreasonable e ffo rt.

 

 

ARCHROCK, INC. (NYSE:AROC) 4 Accelerating Archrock's "Power a Cleaner America" Strategy Compression Platform Prime Power Microgrids COMBINED PLATFORM Integrated energy infrastructure • Permanent prime power infrastructure • History of year - over - year profitable growth • Long - term contracted revenue streams 1 • Vertically integrated development, ownership and operations • Experienced, proven management team • Expands addressable market into high - growth power infrastructure • Unlocks cross - selling across a shared customer base • Accelerates contracted cash flow growth • Leverages Archrock's scale and operating capabilities • Deep gas engine and electric motor expertise • Extensive operating footprint and technical capabilities • Strong free cash flow and balance sheet flexibility • Long - standing relationships across the U.S. energy industry 1 P ower purchase agreement original term is five to eight years. + =

 

 

ARCHROCK, INC. (NYSE:AROC) 5 Transaction Overview 1 To be earned and paid out in 2028, 2029, and 2030, based on commercial milestones . 2 Includes $415 million plus the portion of the earnout paid through 2028 at midpoint of 2028 expected EBITDA range . 3 See Slide 2 and 3 for important information regarding adjusted EBITDA, which is a forward - looking non - GAAP financial measure. • A pproved by the Board of Directors of Archrock • Expected to close in early 2027, subject to regulatory approval and other customary closing conditions • Following close, HiVolt will operate as a separate business segment within Archrock and continue to be led by current HiVolt CEO Josh Evans • Committed to maintaining presence in Midland, Texas, while expanding HiVolt’s footprint nationwide Closing and Operations Financial Terms • Purchase price represents a transaction multiple of approximately 6.1x 2 the midpoint of expected 2028 adjusted EBITDA 3 range, of which approximately 70% is supported by operating and contracted & awarded opportunities • Upfront cash consideration to be funded with available capacity under Archrock’s ABL facility • Expected to be immediately accretive to earnings per share and cash available for dividend per share • Pro forma leverage expected to be consistent with Archrock’s stated target range of 3.0x to 3.5x • Archrock to acquire HiVolt in an all - cash transaction with an aggregate value of up to $450 million • Purchase price includes $415 million in cash at close plus $35 million 1 of earnout incentives based on the achievement of certain commercial milestones • D ebt - free transaction Transaction Structure

 

 

ARCHROCK, INC. (NYSE:AROC) 6 HiVolt Prime Power Microgrid Infrastructure Permanent Prime Power Infrastructure Reliable, utility - grade power for continuous, long - term operations Centralized Infrastructure Model Centralized generation can serve multiple customers or sites via private line infrastructure (“PLI”) Fully Integrated Fuel and Electrical Solution Integrates fuel gas, pipelines, generation, substations, batteries, controls and PLI Permitted, Owned and Operated Owns permits and manages design, construction, compliance and O&M ~$70 - 75M 2028E Adj. EBITDA 1 >95% from upstream and midstream customers ~65%+ Gross Margins ~70%+ Capacity - Linked Revenue 5 - 8 Years Initial Power Purchase Agreement Term >50 Miles Private Line Infrastructure 175+ MW 2028E Operating Capacity >80 MW Current contracted capacity HiVolt’s Prime Power Infrastructure Platform Fuel Gas Interconnection (HiVolt owns taps in most locations) Fuel Gas Pipelines Generation Private Line Infrastructure Long - term Contracts Balance - of - plant assets include transformers, breakers, battery energy storage systems and controls Future Markets Industrial Customer Applications Upstream Midstream Vertically integrated prime power infrastructure platform that develops, owns and operates behind - the - meter microgrids under long - term power purchase agreements 1 See Slide 2 and 3 for important information regarding adjusted EBITDA, which is a forward - looking non - GAAP financial measure.

 

 

ARCHROCK, INC. (NYSE:AROC) Generators Lube Oil Tanks Private Line Infrastructure to Customer — generally several miles away Remote Control Panels Battery Inverters Supply/Spare Parts 7 7 HiVolt’s Prime Power Microgrid Infrastructure In Action Photo shown: Supercharger project in West Texas. Site Specifications 10 MW Capacity C AT XGC1900 Unit model 6 # of units 16.5 miles Private line infrastructure Yes Battery integration February 2025 Commercial operation date Fuel inlet Fuel Feeder Line Transformers

 

 

ARCHROCK, INC. (NYSE:AROC) 8 Transaction Rationale Integrated Energy Infrastructure Portfolio combines compression and prime power microgrid capabilities across the energy value chain Market Growth through prime power microgrids for upstream and midstream customers seeking to electrify despite grid constraints and interconnection delays Long - Term Power Purchase Agreements with take - or - pay style, capacity - based terms support recurring cash flows and visibility into future growth Contracted Procurement Framework with high - quality Caterpillar engines, enabling near - term deployment, with sufficient equipment on order to deliver forecasted growth for 2028 Attractive Prime Power Microgrid Growth expanding Archrock’s role across oil and gas markets with upside from future industrial markets CREATING A BROADER ENERGY INFRASTRUCTURE PLATFORM

 

 

ARCHROCK, INC. (NYSE:AROC) x ARCHROCK CONTRACT COMPRESSION HIVOLT MICROGRIDS METRIC 3 – 5 years 5 – 8 years Contract term Mid - teens % High - teens % Unlevered IRR 5 – 6 years 4 – 5 years Payback period 9 Power Purchase Agreements Support Recurring Cash Flows HiVolt complements Archrock’s contract compression business with comparable capital and return profiles and complementary operating capabilities. Shared Customers Compression services Behind - the - meter prime power Compression Infrastructure Power Infrastructure CROSS - SELL DEEPER CUSTOMER RELATIONSHIPS Comparable Long - term Contracts, Customers And Attractive Returns Take - or - Pay Style Power Purchase Agreements CAPACITY - BASED Predominant fee structure supports predictable cash flows. FUEL COST ADJUSTMENTS A djustment removes direct commodity - price exposure. Selected - project economics: low - teens return floor in a zero - use case.

 

 

ARCHROCK, INC. (NYSE:AROC) 10 Visible Contracted Growth with Significant Upside 1 Capacity growth projections are forward - looking estimates. See Slide 2 for important information. 2 See Slide 2 and 3 for important information regarding adjusted EBITDA, which is a forward - looking non - GAAP financial measure. APPROXIMATELY 70% of 2028E EBITDA 2 is supported by operating and contracted & awarded opportunities >95 % of 2028E EBITDA 2 is from prime power opportunities with upstream and midstream customers Operating: Projects currently in operation and generating revenue. Contracted & Awarded: Contracted or verbally awarded projects. Identified Business in Development: Opportunities with identified customers and projects under discussion. Capacity Build to >175 MW By 2028E 1 61 0 0 0 55 0 0 61 177 Operating Contracted & Awarded Identified Business in Development 2028E 1

 

 

ARCHROCK, INC. (NYSE:AROC) 11 Secured Generator Supply to Support Projected Growth Sufficient equipment on order to deliver forecasted growth for 2028 Caterpillar Natural - Gas Reciprocating Engines 99%+ 2.5 MW Demonstrated availability Primary growth platform Standardized ~1.4 – 2.5 MW generator blocks provide a scalable architecture across upstream, midstream and industrial markets, with returns and capital efficiency comparable to Archrock’s compression business. 500+ MW Procurement Framework Supports Multi - year Growth Secures near - term access to high - quality Caterpillar equipment and reduces a key supply bottleneck. Reliability Secured Supply Reliability, equipment access and Archrock’s Caterpillar operating expertise and training capabilities provide competitive advantage ARCHROCK ADVANTAGE

 

 

ARCHROCK, INC. (NYSE:AROC) 12 Uniquely Positioned to Benefit from U.S. Power Demand Growth TAM: Total Addressable M arket (1) Evercore, March 2026. (2) JPMorgan, “Behind - the - Meter Distributed Power Deep Dive,” September 2026. (3) Oil & gas TAM : Management estimates . Fully integrated microgrids serve constrained markets Integrated fuel and electrical infrastructure under long - term power purchase agreements HiVolt : Microgrid & Resiliency Platform HiVolt target end markets ~5 - year average interconnection wait in major markets, and up to 7 years in some markets 1,2 Distinctive Market Position • Meaningful scale • Flexible load size • Zero drilling and completion exposure • Diverse, high - quality customer base • Multi - site micro - grid • Fast response time • Broad technical capabilities PRIMARY END MARKET Oil & Gas Behind - the - Meter Power Upstream And Midstream TAM 3 ~10 – 13 GW U.S. OIL & GAS ON - SITE POWER

 

 

ARCHROCK, INC. (NYSE:AROC) 13 Prudent Transaction Financing Free cash flow expected to fund contracted compression fleet growth and HiVolt growth while providing attractive shareholder returns. SOURCES $425M ABL facility USES $415M Cash payment at close $10M Transaction fees & expenses $425M Total uses UP TO $35M 1 Earnout Transaction expected to be debt - free 3.0x – 3.5x TARGET LEVERAGE RANGE Funding expected to remain consistent with Archrock’s stated framework Pro Forma Leverage By YE 2027 3.0x 1 To be earned and paid out in 2028, 2029, and 2030, based on commercial milestones Sources & Uses Leverage Capital Allocation

 

 

ARCHROCK, INC. (NYSE:AROC) CONTACT US Investor Relations Megan Repine, VP of Investor Relations (281) 836 - 8360 investor.relations@archrock.com www.archrock.com/aroc Corporate Headquarters 9807 Katy Freeway Suite 100 Houston, TX 77024

 

 

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