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Natural Gas Services Group (NGS) appoints CohnReznick as new independent auditor

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Auditor changes stem from firm transaction, with no reported disputes.

The change from HL&B to CohnReznick LLP follows CohnReznick’s acquisition of certain HL&B assets, rather than a stated dispute with the company. HL&B’s prior audit opinions for the years ended December 31, 2025 and 2024 were clean, with no adverse or qualified opinions.

The company reports no disagreements or “reportable events” with HL&B and no prior consultations with CohnReznick on accounting or audit issues. That framing portrays this as an administrative consequence of the audit firm transaction, though investors may still track CohnReznick’s first full-year audit for the period ending December 31, 2026 for continuity.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor resignation date July 9, 2026 Date HL&B resigned as independent registered public accounting firm
New auditor fiscal year Fiscal year ending December 31, 2026 Period for which CohnReznick LLP is appointed as auditor
Last audited years by HL&B Years ended December 31, 2025 and 2024 HL&B’s audit reports for these years contained no adverse or qualified opinions
HL&B SEC letter date July 10, 2026 Date of HL&B’s letter to the SEC filed as Exhibit 16.1
independent registered public accounting firm financial
"HL&B resigned as the Company’s independent registered public accounting firm."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there were no (a) disagreements ... or (b) “reportable events” requiring disclosure"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Item 304(a)(1)(v) of Regulation S-K regulatory
"“reportable events” requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K."
Audit Committee financial
"the Board upon recommendation of the Audit Committee of the Board approved the appointment"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
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FAQ

What auditor change did Natural Gas Services Group (NGS) disclose?
Natural Gas Services Group disclosed that Ham, Langston & Brezina, L.L.P. resigned as its independent registered public accounting firm on July 9, 2026, and the Board approved CohnReznick LLP as the new auditor for the fiscal year ending December 31, 2026.

Why did HL&B resign as auditor for Natural Gas Services Group (NGS)?
HL&B resigned on July 9, 2026 after CohnReznick LLP completed a transaction acquiring certain assets of HL&B. The company attributes the auditor change to this transaction, not to any disagreement over accounting, disclosure, or audit matters.

Were there any disagreements between NGS and HL&B before the auditor change?
The company states there were no disagreements with HL&B on accounting principles, financial statement disclosure, or auditing scope or procedure during 2024, 2025, and through July 9, 2026 that would have required reference in HL&B’s audit reports.

Did HL&B issue any qualified opinions on NGS’s 2024 or 2025 financials?
HL&B’s audit reports on NGS’s consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 did not contain adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles.

Did NGS consult CohnReznick before appointing it as auditor?
NGS states that during 2024, 2025, and the subsequent interim period through the date of the report, neither it nor anyone on its behalf consulted CohnReznick LLP about applying accounting principles, potential audit opinions, disagreements, or reportable events before the appointment.
false000108499100010849912022-11-142022-11-14

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 9, 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 4.01.Changes in Registrant's Certifying Accountant.
(a)On July 9, 2026, Natural Gas Services Group, Inc., (the “Company”) was advised by Ham, Langston & Brezina, L.L.P. (“HL&B”), the Company’s independent registered public accounting firm, that HL&B completed a transaction pursuant to which, among other things, CohnReznick LLP (“CohnReznick”) acquired certain assets of HL&B. In connection with the closing of this transaction, on July 9, 2026, HL&B resigned as the Company’s independent registered public accounting firm.
(b)    On July 9, 2026 the Company’s Board of Directors (the “Board”) upon recommendation of the Audit Committee of the Board approved the appointment of CohnReznick as the Company’s 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 as of and for the years ended December 31, 2025 and 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through July 9, 2026, there were no (a) disagreements with HL&B on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to HL&B’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) “reportable events” requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.
The Company provided HL&B with a copy of the foregoing disclosures the Company is making in response to Item 4.01 in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that HL&B furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of HL&B’s letter to the Commission, dated July 10, 2026, is attached hereto as Exhibit 16.1.
During the years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted with CohnReznick regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that item, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.








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
16.1
Letter to the Securities and Exchange Commission from Ham, Langston & Brezina, L.L.P., dated July 10, 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 10, 2026By:/s/ Justin C. Jacobs
Name: Justin C. Jacobs
Title: Chief Executive Officer


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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