Natural Gas Services Group, Inc. 8-K Filings

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, 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.

Natural Gas Services Group reported a very strong start to 2026, highlighted by record first-quarter rental revenue and profitability. For the quarter ended March 31, 2026, rental revenue reached $47.1 million, up 21% year over year, and total revenue was $48.5 million, up about 17%. Adjusted EBITDA rose to $24.3 million from $19.3 million, while net income increased to $6.8 million, or $0.53 per diluted share, compared with $4.9 million, or $0.38 per share, a year earlier.

Operationally, rented horsepower was about 575,000 horsepower, up 17%, with record utilization of 86.9%. Rental adjusted gross margin was $30 million, or 63.7%, reflecting a larger large-horsepower fleet and strong pricing. The company also received $12.3 million from longstanding tax refund claims and retired 17,700 horsepower of small and medium units to improve fleet mix.

The board raised the quarterly dividend by 36% from $0.11 to $0.15 per share and reaffirmed growth plans. Full-year 2026 adjusted EBITDA guidance was increased to $92.5–$97.5 million, while growth capex guidance of $55–$70 million and maintenance capex of $15–$18 million were maintained, signaling confidence in continued demand for compression services.

Natural Gas Services Group, Inc. reported strong first quarter 2026 results with total revenue of $48.5 million, up 17.1% from a year earlier, driven by rental revenue of $47.1 million, a 21.1% year-over-year increase. Net income rose to $6.8 million, or $0.53 per diluted share, compared with $4.9 million, or $0.38 per share, in the prior-year quarter.

Adjusted EBITDA grew 25.8% to $24.3 million, supported by higher rental adjusted gross margin. Horsepower utilization reached 574,969 rented horsepower, with horsepower utilization improving to 86.9%. Operating cash flow was $23.0 million, exceeding cash used for investing activities of $15.2 million.

The company increased its quarterly dividend from $0.11 to $0.15 per share starting in the second quarter of 2026 and raised its full-year 2026 Adjusted EBITDA outlook to a range of $92.5 million to $97.5 million. Guidance for 2026 growth capital expenditures remains $55.0 million to $70.0 million, with maintenance capital expenditures expected between $15.0 million and $18.0 million. Long-term debt on the revolving credit facility was $226.0 million, with a leverage ratio of 2.33x as of March 31, 2026.

Natural Gas Services Group, Inc. reported record 2025 results driven by fleet growth and strong demand for rental natural gas compression. Rented horsepower reached about 563,000, up 14%, with record fleet utilization of 84.9%. Fourth-quarter rental revenue was $44.3 million, up roughly 16% year-over-year, and adjusted EBITDA was $21.2 million. For 2025, rental revenue totaled $164.3 million (up 14%), total revenue was $172.3 million (up about 10%), adjusted EBITDA reached a record $81 million, and net income was $19.9 million, or $1.57 per diluted share. The company returned approximately $2.6 million in dividends in the second half and monetized a tax receivable, receiving $12.3 million in early 2026.

For 2026, the company guided to adjusted EBITDA of $90.5–$95.5 million, supported by about 50,000 contracted new large-horsepower deployments and continued focus on higher-return electric units. Growth capital expenditures were $121.5 million in 2025, with $55–$70 million planned for 2026 plus $15–$18 million of maintenance capex, reflecting a growing fleet and upcoming major engine overhauls.

Natural Gas Services Group, Inc. reported strong fourth quarter and full year 2025 results and issued 2026 guidance. Full year 2025 revenue rose to $172.3 million from $156.7 million, driven by rental revenue of $164.3 million, up 13.9% from 2024.

Net income for 2025 increased to $19.9 million, or $1.57 per diluted share, compared to $17.2 million, or $1.37 per diluted share, in 2024. Adjusted EBITDA grew to $81.0 million, a 16.5% increase. The company highlighted record rented horsepower of 562,676 and fleet utilization of 84.9% at year end.

For 2026, NGS projects Adjusted EBITDA of $90.5 million to $95.5 million, growth capital expenditures of $55.0 million to $70.0 million, and maintenance capital expenditures of $15.0 million to $18.0 million. Management also noted the initiation of a dividend in 2025, returning $2.6 million to shareholders.

Natural Gas Services Group, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.11 per share of common stock, equal to $0.44 per share on an annualized basis. The dividend will be paid on March 4, 2026 to shareholders of record as of the close of business on February 18, 2026.

The first-quarter 2026 dividend matches the fourth-quarter 2025 level and represents a 10% increase compared with the company’s inaugural dividend paid in the third quarter of 2025, signaling continued commitment to returning cash to shareholders, subject to future Board approval.

Natural Gas Services Group, Inc. announced that board member Stephen C. Taylor has decided to retire from the Board of Directors and will not seek re-election. He notified the company on January 23, 2026.

Mr. Taylor will continue to serve on the board until his current term ends at the company’s 2026 Annual Meeting of Shareholders, helping provide continuity during the transition. The company stated that his decision to retire is not the result of any disagreement with the company or the board.

On January 27, 2026, the company issued a press release describing his retirement, which has been furnished as an exhibit to this report.

Natural Gas Services Group, Inc. (NGS) furnished an 8-K announcing it hosted an earnings call on November 11, 2025 to discuss financial results for the quarter ended September 30, 2025. The company attached the earnings call transcript as Exhibit 99.1.

The information under Item 2.02 and Item 7.01, including Exhibit 99.1, was furnished and is not deemed filed or subject to Section 18 liabilities, nor incorporated by reference unless expressly stated. A replay is available at https://www.ngsgi.com under “news and events.”

Natural Gas Services Group, Inc. reported that it furnished a press release announcing results for the third quarter ended September 30, 2025. In a separate action, the Board declared a quarterly cash dividend of $0.11 per share.

The dividend is scheduled to be paid on December 3, 2025 to shareholders of record as of the close of business on November 20, 2025. The results press release was furnished under Item 2.02 and is not deemed filed for liability purposes.

Natural Gas Services Group, Inc. hosted an earnings call on August 12, 2025 to discuss its financial results for the second quarter ended June 30, 2025 and to provide forward guidance. The full transcript of this call is being made available as Exhibit 99.1 and is also accessible via the company’s website under the news and events section.

The company describes itself as a provider of natural gas compression equipment, technology and services, designing, renting, selling and maintaining compressors for oil and gas production and plant facilities across major U.S. basins. The report also includes extensive forward-looking statements about expected EBITDA growth, capital spending, returns on invested capital, industry fundamentals and compressor demand, alongside a detailed list of risk factors that could cause actual results to differ materially, including oil and gas price volatility, economic conditions, regulatory changes, customer concentration, debt covenants and geopolitical or public health events.

Natural Gas Services Group (NGS) announced a leadership transition and furnished a press release reporting results for the quarter ended June 30, 2025.

President and Chief Operating Officer Brian L. Tucker will transition from the company with a target separation date of October 31, 2025 and will continue performing his duties through that date to support an orderly handover. The Transition and Mutual Separation Agreement provides a pro‑rated target cash bonus for the period January 1, 2025 through the Separation Date, pro‑rata vesting of outstanding restricted stock units and performance stock units at target levels through the Separation Date, continued application of his existing employment agreement through separation, retention of clawback obligations, and a 12‑month non‑compete post‑separation. The full agreement is filed as Exhibit 10.1 and the earnings release is furnished as Exhibit 99.1.