Welcome to our dedicated page for NATURAL GAS SERVICES GROUP SEC filings (Ticker: NGS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Natural Gas Services Group, Inc. filings document the company's natural gas compression business, public-company governance and capital-structure disclosures. Form 8-K reports cover operating results, earnings-call transcripts, Regulation FD information, forward guidance, dividends and other material events tied to its compressor rental, sales and service operations.
Proxy materials cover shareholder voting matters, director elections, board composition, executive compensation and equity awards. The filing record also documents governance changes, capital allocation actions and formal disclosures for a Colorado corporation listed on the NYSE under NGS.
For NATURAL GAS SERVICES GROUP INC (NGS), director Donald J. Tringali reported receiving an award of 59 shares of common stock on September 2, 2026, acquired indirectly through a rabbi trust via dividend reinvestment under a deferred compensation plan at $35.22 per share. Following this, he held 13,812 common shares indirectly, 5,965 common shares directly, and 4,574 Restricted Stock Units, each representing one share of common stock upon vesting. No Rule 10b5-1 trading plan is reported for these holdings.
NATURAL GAS SERVICES GROUP INC (NGS) director Donald J. Tringali filed an amended Form 4 to correct how his beneficial ownership is allocated between direct holdings and a Rabbi Trust. The amendment clarifies that, after 4,010 shares vested on June 8, 2026, his holdings should be reported as 5,965 shares held directly and 13,753 shares held indirectly through a Rabbi Trust, rather than the misreported 1,955 direct and 17,763 indirect shares. The amendment states that no other information from the original Form 4 is changed and does not report any new purchase, sale, or other transaction.
Natural Gas Services Group reported a record second quarter 2026, combining strong organic growth with the acquisition of Flatrock. Rental revenue reached $49.4 million, up about 25% year-over-year, with horsepower utilization at a record 88.3% on roughly 670,000 rented horsepower. Adjusted EBITDA was a record $25.1 million, rising faster than revenue, while adjusted net income was $6.1 million or $0.47 per diluted share.
The company acquired Flatrock for approximately $120 million at about 6.2x last-quarter annualized adjusted EBITDA, adding roughly 87,000 rented horsepower and accelerating its electric motor drive strategy. Quarter-end leverage was 2.77x with over $170 million of unused credit facility capacity, and operating cash flow for the first half totaled $48.5 million, up roughly 50% from the prior year period.
Management increased full-year 2026 adjusted EBITDA guidance to $103–$108 million and raised growth capital expenditure guidance to $60–$80 million, reflecting contracted large-horsepower and electric deployments plus Flatrock-related growth. The quarterly dividend remains $0.15 per share, 50% above its initial level, and the company highlighted continued opportunities across fleet optimization, better asset utilization, organic share gains, and further accretive M&A.
Natural Gas Services Group, Inc. completed the acquisition of Flatrock Compression Holdings LLC on June 12, 2026 and now provides the required historical and pro forma financial information. Flatrock operates a compressor rental and services business concentrated in Texas, with 2025 revenue of $38.8 million and net income of $2.5 million.
NGS paid total consideration of about $119.0 million, including $108.9 million in cash, 241,803 NGS common shares and contingent consideration, and repaid approximately $45.7 million of Flatrock’s credit facility at closing. The transaction was financed with additional borrowings under NGS’s credit facility.
Pro forma for the acquisition and related financing, 2025 combined revenue would have been $211.1 million and net income $18.0 million, with basic earnings per share of $1.41. For the three months ended March 31, 2026, pro forma revenue would have been $58.5 million and net income $7.6 million, or $0.59 per basic share.
Natural Gas Services Group reported a strong second quarter of 2026 driven by rental fleet growth and the Flatrock acquisition. Total revenue rose 24.2% to $51.4 million, with rental revenue up 24.9% to $49.4 million, supported by contracted fleet expansion and pricing strength. Adjusted Gross Margin increased to $30.8 million, and Adjusted EBITDA grew 27.4% to $25.1 million, while horsepower utilization reached a record 88.3%.
GAAP net income declined to $3.8 million ($0.30 per diluted share) from $5.2 million a year earlier, mainly due to $3.3 million of strategic transaction costs related to the June 12 acquisition of Flatrock Compression. Adjusted Net Income improved to $6.1 million ($0.47 per diluted share). The company paid a quarterly cash dividend of $0.15 per share and declared another $0.15 dividend payable September 2, 2026.
NGS closed the Flatrock deal, contributing 87,233 rented horsepower and $2.2 million of revenue in the partial quarter. Cash used for the acquisition totaled $108.7 million, contributing to an increase in revolving credit facility borrowings to $328.0 million and a leverage ratio of 2.77x, with over $170 million of facility capacity remaining. Management raised full-year 2026 Adjusted EBITDA guidance to $103–$108 million and now plans $60–$80 million of growth and $15–$19 million of maintenance capital expenditures.
Natural Gas Services Group reported higher rental-driven revenue while absorbing costs from a major acquisition and increased borrowing. For the quarter ended June 30, 2026, total revenue rose to $51.4M from $41.4M, led by rental revenue of $49.4M and horsepower utilization of 88.3%. Adjusted gross margin improved to $30.8M and Adjusted EBITDA increased to $25.1M, but net income declined to $3.8M from $5.2M as SG&A and interest expense rose.
On June 12, 2026, the company closed the Flatrock Acquisition for approximately $119.0M (including $108.9M cash and 241,803 shares), adding 87,233 rented horsepower and contributing $2.2M in revenue and $0.8M in pre-tax earnings through quarter-end. Long-term debt increased to $328.0M, supported by an expanded $500.0M credit facility. Operating cash flow strengthened to $48.5M for the first half, and the company began paying higher quarterly dividends of up to $0.15 per share. An IRS review concluded favorably, yielding $13.8M of tax refunds and interest related to prior-year NOL carrybacks.
Natural Gas Services Group, Inc. approved new indemnification agreements for all directors and executive officers effective July 20, 2026, replacing prior agreements. These agreements provide indemnification and advancement of expenses for actions related to their service, subject to stated terms and conditions.
On July 20, 2026, the company completed a redomestication from Colorado to Texas by conversion, becoming a Texas corporation governed by a new Texas charter and bylaws and Texas law. Headquarters, business operations, management, assets, liabilities, net worth (aside from transaction costs), and employee count remain unchanged. Each outstanding share of common stock, par value $0.01, automatically became one share of the Texas corporation, equity awards converted on a one-for-one basis, stock certificates need not be exchanged, the stock continues trading on the NYSE under symbol NGS with CUSIP 63886Q109, and material contracts and accounting treatment were not materially adversely affected.
Natural Gas Services Group, Inc. reported a change in its independent registered public accounting firm following a business transaction involving its prior auditor. On July 9, 2026, Ham, Langston & Brezina, L.L.P. (“HL&B”) resigned after CohnReznick LLP acquired certain assets of HL&B. The Board of Directors, upon recommendation of the Audit Committee, approved the appointment of CohnReznick LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2026.
The audit reports of HL&B on the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinion, disclaimer of opinion, or qualifications as to uncertainty, audit scope, or accounting principles. The Company states there were no disagreements or reportable events with HL&B during those periods and through July 9, 2026, and that it did not consult with CohnReznick on accounting or audit matters before the appointment.
Natural Gas Services Group, Inc. is changing its state of incorporation from Colorado to Texas through a redomestication expected to become effective on or about July 20, 2026. Shareholders approved the move at the 2026 Annual Meeting on June 10, 2026, with approximately 99% of the shares voted supporting the proposal.
The company states that Texas is the center of its business, with headquarters in Southlake and operations across major oil and gas regions in the state. After the redomestication, NGS will remain named “Natural Gas Services Group, Inc.,” its business, strategy, management, assets and locations will be unchanged, and its common stock is expected to continue trading on the NYSE under the symbol NGS. The move will also replace the company’s staggered board structure with annual election of all directors.
Natural Gas Services Group, Inc. closed its acquisition of Flatrock Compression Holdings LLC for a total purchase price of $120 million. The consideration includes approximately $110 million in cash and $10 million of NGS common stock issued based on a 30-day volume-weighted average price.
Flatrock adds about 86,000 rented horsepower at roughly 95% utilization, bringing NGS’s combined rented fleet to approximately 661,000 horsepower and meaningfully increasing its electric compression mix. The deal was completed at about 6.2x annualized first-quarter 2026 EBITDA and is described as immediately accretive to adjusted EBITDA, earnings and cash flow.
NGS financed the acquisition through an amended credit facility that raised total commitments from $400 million to $500 million, retained a $100 million accordion feature and leaves more than $130 million of available borrowing capacity. Pro forma leverage is expected to be around three times adjusted EBITDA, and customer concentration from Occidental Petroleum and Devon Energy declines from about 64% to 54% of revenue.