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Natural Gas Services Group (NGS) shifts incorporation from Colorado to Texas

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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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, and exhibit attachments filed with this report.
Expected effective date July 20, 2026 Redomestication from Colorado to Texas expected effective on or about this date
Shareholder support Approximately 99% of shares voted Approval of redomestication proposal at 2026 Annual Meeting
Shareholder meeting date June 10, 2026 2026 Annual Meeting of Shareholders approving redomestication
redomestication regulatory
"it expects to complete the redomestication of the Company’s state of incorporation from Colorado to Texas"
Redomestication is a company changing its legal home from one country or state to another by re-registering or swapping shares, much like a person moving their official address to a new jurisdiction. Investors care because that legal home determines tax rules, shareholder rights, regulatory oversight and listing requirements, which can affect dividend treatment, voting power, legal protections and the ease of buying or selling the stock.
Regulation FD regulatory
"By filing this on and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information ... solely by Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
staggered board structure financial
"the Company’s previously staggered board structure will be replaced with the annual election of directors"
A staggered board structure divides a company’s board of directors into groups that are elected in different years so only a portion of directors can be replaced at any one annual meeting. Like a team that refreshes a few players each season instead of replacing the whole roster, it provides continuity and makes sudden changes in control or hostile takeovers harder. Investors care because it affects how quickly they can influence management, the likelihood of activist interventions, and the company’s responsiveness to changing conditions.
forward-looking statements regulatory
"Certain statements herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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FAQ

What corporate change did Natural Gas Services Group (NGS) announce in this 8-K?
Natural Gas Services Group plans to redomesticate from Colorado to Texas. The company will remain the same legal entity, but its state of incorporation will change while its business, strategy, management, assets, and locations stay unchanged.

When is Natural Gas Services Group’s redomestication to Texas expected to become effective?
The redomestication is expected to become effective on or about July 20, 2026. It will occur upon filing the required conversion documents with the Secretaries of State of Texas and Colorado, completing the change in state of incorporation.

How did Natural Gas Services Group (NGS) shareholders vote on the redomestication proposal?
Shareholders strongly supported the redomestication proposal, with approximately 99% of the shares voted in favor. The approval occurred at the 2026 Annual Meeting of Shareholders held on June 10, 2026, authorizing the move from Colorado to Texas.

Will Natural Gas Services Group’s business or NYSE listing change after redomestication?
The company states the redomestication will not change its business, operations, management, strategy, assets, or office locations. Its common stock is expected to continue listing on the New York Stock Exchange under the existing trading symbol “NGS.”

How will Natural Gas Services Group’s board structure change after the redomestication?
In connection with the redomestication, NGS will replace its previously staggered board structure. After the change, all directors will stand for election each year, moving to the annual election of directors instead of multi-year staggered terms.

Why does Natural Gas Services Group say Texas is the right state for its incorporation?
The company highlights that Texas is the center of its business, hosting its headquarters in Southlake and key operations in regions like the Permian Basin and Eagle Ford. It also cites Texas’ business climate and corporate legal framework as beneficial.
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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): July 8, 2026
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado
1-31398
75-2811855
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
601 State Street, Suite 400
Southlake, TX 76092
(Address of Principal Executive Offices)
(432) 262-2700
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ 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-14(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, Par Value $0.01NGSNYSE


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. o


Item 7.01.    Regulation FD.
On July 8, 2026, Natural Gas Services Group, Inc. (the “Company”) issued a press release announcing that it intends to change the Company’s jurisdiction of incorporation from Colorado to Texas (the “Redomestication”) on or about July 20, 2026. The Redomestication proposal to approve the change in state of incorporation, as described in the Company’s 2026 Proxy Statement, was approved by the Company’s shareholders at the Company’s 2026 Annual Meeting of Shareholders held on June 10, 2026.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.Description
99.1
Press Release issued by the Company on July 8, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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.

NATURAL GAS SERVICES GROUP, INC.
Dated: July 8, 2026By:/s/ Justin C. Jacobs
Name: Justin C. Jacobs
Title: Chief Executive Officer



Exhibit 99.1




Natural Gas Services Group Announces Upcoming Redomestication to Texas

Move Aligns the Company’s Legal Home with Its Corporate Headquarters
and the Heart of Its Operations in Texas

SOUTHLAKE, Texas, July 8, 2026 -- Natural Gas Services Group, Inc. ("NGS" or the "Company") (NYSE:NGS), a leading provider of natural gas compression equipment, technology, and services to the energy industry, today announced that it expects to complete the redomestication of the Company’s state of incorporation from Colorado to Texas, effective on or about July 20, 2026. The Company’s shareholders approved the redomestication at the 2026 Annual Meeting of Shareholders held on June 10, 2026, with the proposal receiving the support of approximately 99% of the shares voted on the matter.
Texas is the center of NGS’s business. The Company is headquartered in Southlake, Texas, maintains administrative offices in Midland, Texas, and provides natural gas and electric compression services across the Permian Basin, Eagle Ford and other major oil and natural gas producing regions in the state. The redomestication aligns the Company’s state of incorporation with the location of its corporate headquarters, its people, and many of the customers and basins it serves.
“Redomesticating to Texas was a straightforward decision for NGS. Texas is where our headquarters are located, where our leadership team is based, and where much of our business is conducted. Aligning our state of incorporation with our operational home is the right long-term decision for the Company. Texas also offers a strong business climate and corporate legal framework that we believe benefits NGS and our shareholders. We appreciate the overwhelming support of our shareholders in approving this redomestication, and we are proud to call Texas home,” said Justin Jacobs, Chief Executive Officer of NGS.
The redomestication will be effected through a conversion under which NGS will change its state of incorporation from Colorado to Texas. The Company will continue in existence as a Texas corporation under the name “Natural Gas Services Group, Inc.” The redomestication will not result in any change to the Company’s business, operations, management, strategy, assets, or the location of its offices or facilities. NGS’s common stock is expected to continue its listing on the New York Stock Exchange under the symbol “NGS,” and shareholders will not be required to take any action.
In connection with the redomestication, the Company’s previously staggered board structure will be replaced with the annual election of directors, with all directors standing for election each year. The redomestication is expected to become effective upon the filing of the required conversion documents with the Secretaries of State of Texas and Colorado.
About Natural Gas Services Group, Inc.
Natural Gas Services Group is a leading provider of natural gas and electric compression equipment, technology and services to the energy industry. The Company rents, designs, installs, services and maintains natural gas and electric compressors for oil and natural gas production and processing facilities and midstream infrastructure. NGS is headquartered in Southlake, Texas, with an administrative office in Midland, Texas, an assembly facility located in Tulsa, Oklahoma, and service facilities located in major oil and natural gas producing basins throughout the United States. Additional information can be found at www.ngsgi.com.



Exhibit 99.1




Cautionary Statement Concerning Forward-Looking Statements
Certain statements herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “could,” “may,” “will,” “might,” “should,” “believe,” “expect,” “anticipate,” “upcoming,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions. All statements, other than statements of historical fact included herein, are forward-looking statements.
Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitation, statements with respect to the Company’s strategy and prospects, the timing and completion of the redomestication, the potential benefits that Texas’ corporate legal environment presents to the Company, and the potential benefits to the shareholders of the Company from the redomestication. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including its Form 10-K for the fiscal year ended December 31, 2025, and its other SEC filings. The Company undertakes no obligation to revise or update publicly any forward-looking statements, except as required by law.
For More Information, Contact:
Glenn Wiener, Investor Relations
(432) 262-2700
IR@ngsgi.com
# # #

Source: View Original Filing on SEC EDGAR

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