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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.
Natural Gas Services Group completed the acquisition of Flatrock Compression Holdings for total consideration of $120 million, consisting of $110 million in cash and 241,803 newly issued common shares plus contingent royalty payments. Management highlights the deal as immediately and materially accretive, valued at about 6.2x last‑quarter annualized Adjusted EBITDA.
The acquisition adds a high-quality rental compression fleet of roughly 86,000 horsepower that is 95% utilized, significantly expanding large-horsepower and electric motor driven offerings and increasing basin density in the Permian and Eagle Ford. NGS also diversified its customer base by adding multiple new large E&P customers, reducing concentration with existing key customers.
To support the transaction, NGS entered into a Fifth Amendment to its credit agreement, increasing its committed revolving credit facility from $400 million to $500 million while retaining a $100 million accordion feature. The company reports a pro forma leverage ratio of approximately 3x and indicates substantial undrawn capacity to fund ongoing organic growth initiatives.
Natural Gas Services Group, Inc. reported the results of its 2026 annual shareholder meeting and entered into an indemnification agreement with new director John E. Jackson. The agreement provides indemnification and expense advancement rights for claims related to his service on the Board.
Shareholders elected three directors for three-year terms ending at the 2029 annual meeting and approved, on an advisory basis, compensation for named executive officers. They also ratified Ham, Langston & Brezina LLP as independent auditor for 2026 and approved converting the company’s domicile from Colorado to Texas.
TRINGALI DONALD J reported acquisition or exercise transactions in this Form 4 filing.
NATURAL GAS SERVICES GROUP INC director Donald J. Tringali received a grant of 4,574 Restricted Stock Units (RSUs). Each RSU represents one share of common stock upon vesting, which occurs on the first anniversary of the grant date, subject to possible accelerated vesting. After this filing, he reports 1,955 common shares held directly, 17,763 common shares held indirectly through a Rabbi Trust, and 4,574 RSUs awarded under the company’s 2019 Equity Incentive Plan.
Jenvey Nigel reported acquisition or exercise transactions in this Form 4 filing.
NATURAL GAS SERVICES GROUP INC director Nigel Jenvey reported a new equity award. He received 3,521 Restricted Stock Units, each representing one share of common stock upon vesting. The award was granted under the Company’s 2019 Equity Incentive Plan and vests on the first anniversary of the grant date, subject to possible accelerated vesting in certain circumstances.
Following these transactions, Jenvey holds 26,239 shares of common stock directly, along with the 3,521 RSUs reported in this filing. This Form 4 reflects routine, compensation-related equity grants rather than open‑market purchases or sales.
HOLLEY JEAN K reported acquisition or exercise transactions in this Form 4 filing.
NATURAL GAS SERVICES GROUP INC director Jean K. Holley reported a new equity award. She received 3,009 Restricted Stock Units, each representing one share of common stock upon vesting. The award was granted under the 2019 Equity Incentive Plan and vests on the first anniversary of the grant date. Following this filing, she directly holds 18,846 shares of common stock and 3,009 RSUs.
Hodges Georganne reported acquisition or exercise transactions in this Form 4 filing.
NATURAL GAS SERVICES GROUP director Georganne Hodges received 3,009 Restricted Stock Units as an equity award. Each RSU represents the right to receive one share of common stock upon vesting.
The award was granted under the company’s 2019 Equity Incentive Plan and vests on the first anniversary of the grant date, subject to accelerated vesting in certain circumstances. Following these transactions, Hodges holds 11,066 shares of common stock directly and 3,009 RSUs representing additional contingent rights to common stock.