What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-25 · 119 added, 68 removed, 314 unchanged (37% of the section changed)

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Macroeconomic conditions, including an increase in inflation and trade tensions, could have adverse effects on our results of operations.

Uncertainty on future inflation trends and fluctuations on interest rates have created further uncertainty for the economy and for our customers.

Uncertainty on future inflation trends and fluctuations in interest rates have created further uncertainty for the economy and for our customers.

Elevated inflation will increase our labor costs and the costs of parts, lube oil and other materials used in our operations.

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In addition, inflation may adversely affect customers’ financing costs, cash flows, and profitability, which could adversely impact their operations and our ability to collect receivables.

Additionally, trade tensions or restrictions on free trade, including the tariffs that have been proposed by the current administration, could exacerbate these effects.

Any widespread imposition of new or increased tariffs could increase the cost of imported materials and products, such as steel, which accordingly could increase costs of our products, disrupt our supply chain, cause adverse financial impacts due to volatility in foreign exchange rates and interest rates, increase inflationary pressures on raw materials and energy, and negatively impact our profit margins.

Additionally, trade tensions or restrictions on free trade, including the tariffs that have been imposed and proposed by the current administration, could exacerbate these effects.

Any widespread imposition of new or increased tariffs and trade restrictions could increase the cost of imported materials and products, such as steel, which accordingly could increase costs of our products, disrupt our supply chain, cause adverse financial impacts due to volatility in foreign exchange rates and interest rates, increase inflationary pressures on raw materials and energy, and negatively impact our profit margins.

New or increased tariffs could also negatively affect U.S.

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Ongoing International Conflicts and Tensions

The conflict in Ukraine, the Israel-Hamas war and related price volatility and geopolitical instability could negatively impact our business.

The conflict in Ukraine, the Israel-Hamas war, other geopolitical conflicts, and related price volatility and geopolitical instability could negatively impact our business.

In late February 2022, Russia launched significant military action against Ukraine, and in October 2023, Israel launched a military response against Hamas in Gaza.

These ongoing conflicts have caused, and could intensify, volatility in oil and natural gas prices, and the extent and duration of these military actions, sanctions and resulting market disruptions could be significant and could potentially have a substantial negative impact on the global economy and/or our business for an unknown period of time.

These ongoing conflicts and other geopolitical conflicts, such as the developments in Venezuela, have caused, and could intensify, volatility in oil and natural gas prices, and the extent and duration of these military actions, sanctions and resulting market disruptions could be significant and could potentially have a substantial negative impact on the global economy and/or our business for an unknown period of time.

Any such volatility and disruptions may also magnify the impact of other risks described in this “Risk Factors” section.

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If we were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if we were to incur liability at a time when we are not able to obtain liability insurance, our business, results of operations and financial condition could be negatively impacted.

We face significant competitive pressures that may cause us to lose market share and harm our financial performance.

We face significant competitive pressures that may cause us to lose market share and negatively affect our business, results of operations, financial condition and cash flows.

Our business is highly competitive, and there are low barriers to entry.

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If our competitors substantially increase the resources they devote to the development and marketing of competitive products, equipment or services or substantially decrease the price at which they offer their products, equipment or services, we may not be able to compete effectively.

In addition, we could face significant competition from new entrants into the compression services business.

In addition, we could face significant competition from new entrants into the compression services business and heightened competition from consolidation of our competitors.

Some of our existing competitors or new entrants may expand or fabricate new compressors that would create additional competition for the services we provide to our customers.

Certain of these competitors may have greater financial, technical and marketing resources than us, and may be in a better competitive position.

In addition, our customers may purchase and operate their own compression fleets in lieu of using our natural gas compression services.

In recent years, consolidation in the oil and gas industry has led to combinations of our customers, who have leveraged their size and purchasing power to pursue economies of scale and pricing concessions, which could lead to decreased demand for our products and services.

We also may not be able to take advantage of certain opportunities or make certain investments because of our debt levels and our other obligations.

Any of these competitive pressures could have a material adverse effect on our business, results of operations and financial condition.

Any acquisitions we complete are subject to substantial risks that could reduce our ability to make distributions to our common stockholders.

Even if we do make acquisitions that we believe will increase the amount of cash available for distribution to our common stockholders, these acquisitions may nevertheless result in a decrease in the amount of cash available for distribution to our common stockholders.

Any acquisition involves potential risks, including, among other things:

Any of these competitive pressures could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Any acquisitions we complete, including the NGCS Acquisition, are subject to substantial risks that could reduce our ability to make distributions to our common stockholders.

Even if we do make acquisitions that we believe will increase the amount of cash available for distribution to our common stockholders, these acquisitions, including the NGCS Acquisition, may nevertheless result in a decrease in the amount of cash available for distribution to our common stockholders.

Any acquisition, including the NGCS Acquisition, involves potential risks, including, among other things:

• the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which any indemnity we receive is inadequate;

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In addition, competition from other buyers could reduce our acquisition opportunities or cause us to pay a higher price than we might otherwise pay.

We may not be able to achieve the expected benefits of the NGCS Acquisition.

We may also encounter significant difficulties in integrating NGCS.

We may not be able to achieve the expected benefits of the NGCS Acquisition.

There can be no assurance that the NGCS Acquisition will be beneficial to us.

We may not be able to integrate the assets acquired in the NGCS Acquisition without increases in costs or other difficulties.

The integration of a business is a complex, costly and time-consuming process.

As a result, we will be required to devote significant management attention and resources to integrating our business practices and operations with the business practices and operations of NGCS.

The integration process may disrupt our business and, if implemented ineffectively, would restrict the full realization of the anticipated benefits from the NGCS Acquisition.

The failure to meet the challenges involved in integrating NGCS and to realize the anticipated benefits of the NGCS Acquisition could have an adverse effect on our business, results of operations, financial condition and prospects, as well as the market price of our common stock.

The challenges of integrating the operations of acquired businesses include, among others:

• difficulties with the integration of the business of NGCS and workforce following the completion of the NGCS Acquisition;

• conditions in the oil and natural gas industry, including the level of production of, demand for or price of oil or natural gas;

• our reduced profit margins or the loss of market share resulting from competition or the introduction of competing technologies by other companies;

• changes in economic or political conditions, including terrorism and legislative changes;

• the inherent risks associated with our operations, such as equipment defects, impairments, malfunctions and natural disasters;

• the risk that counterparties will not perform their obligations under our financial instruments;

• the financial condition of our customers;

• our ability to timely and cost-effectively obtain components necessary to conduct our business;

• employment and workforce factors, including our ability to hire, train and retain key employees;

• our ability to implement certain business and financial objectives, such as:

• winning profitable new business;

• growing our asset base and enhancing asset utilization;

• integrating acquired businesses;

• generating sufficient cash;

• accessing the capital markets at an acceptable cost;

• liability related to the use of our services;

• changes in governmental safety, health, environmental or other regulations, which could require us to make significant expenditures;

• the effectiveness of our control environment, including the identification of control deficiencies;

• our level of indebtedness and ability to fund our business.

Many of these factors are outside of our control, and any one of them could result in increased costs and liabilities, decreases in the amount of expected revenue and earnings, and diversion of management’s time and energy, which could have a material adverse effect on our business, financial condition and results of operations.

Further, additional unanticipated costs may be incurred in the integration of the acquired business.

The market price of our common stock may decline as a result of the NGCS Acquisition if, among other things, the integration of the properties acquired in the NGCS Acquisition is unsuccessful or transaction costs related to the NGCS Acquisition are greater than expected.

The market price of our common stock may decline if we do not achieve the perceived benefits of the NGCS Acquisition as rapidly or to the extent anticipated by us or by securities market participants or if the effect of the NGCS Acquisition on our business, results of operations or financial condition or prospects is not consistent with our expectations or those of securities market participants.

Our sustainability initiatives, including emissions reduction and our public statements and disclosures regarding the same, expose us to numerous risks.

We have developed, and we will continue to develop objectives related to sustainability matters.

Statements related to these objectives are made using various underlying assumptions and reflect our current intentions, and do not constitute a guarantee that they will be achieved.

Statements related to these objectives are made using various underlying assumptions and reflect our current intentions, and do not constitute a guarantee that they will be achieved or achieved within the projected timeframe.

Our efforts to research, establish, accomplish, and accurately report on these objectives expose us to numerous operational, reputational, financial, legal and other risks.

and alternative energy sources, and the broader economic and legal circumstances affecting energy and electricity locally.

Our ability to achieve any objective is subject to numerous factors and conditions, many of which are outside of our control, including the availability of alternative energy sources in the jurisdictions in which we operate, the capacity of electrical grids to support traditional and alternative energy sources, and the broader economic and legal circumstances affecting energy and electricity locally.

We cannot predict the ultimate impact of achieving our objectives, or the various implementation aspects, on our financial condition and results of operations.

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Further, a default under one or more of the Debt Agreements would trigger cross-default provisions under the other Debt Agreements, which would accelerate our obligation to repay the indebtedness under those agreements.

As of December 31, 2024, we were in compliance with all covenants under the Debt Agreements.

As of December 31, 2025, we were in compliance with all covenants under the Debt Agreements, excluding the 2034 Notes, which were issued in January 2026 and not subject to covenant compliance as of December 31, 2025.

See Note 15 (“Long-Term Debt”) for further details.

We may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require.

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Among other things, our lenders may seek to increase interest rates, enact tighter lending standards, refuse to refinance existing debt at maturity at favorable terms or at all and may reduce or cease to provide funding to us.

Additionally, extended lead times for newly fabricated equipment can increase near-term capital needs and create timing inconsistency between funding availability and capital expenditures.

If we are unable to access the capital and credit markets on favorable terms, or if we are not successful in raising capital within the time period required or at all, we may not be able to grow or maintain our business, which could have a material adverse effect on our business, results of operations and financial condition.

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Customer and Contract Risks

The erosion of the financial condition of our customers could adversely affect our business.

The erosion of the financial condition of our customers could adversely affect our business, results of operations, financial condition and cash flows.

Many of our customers finance their exploration and production activities through cash flow from operations, the incurrence of debt or the issuance of equity.

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Our five most significant customers collectively accounted for 35%, 35% and 33% of our revenues during the years ended December 31, 2025, 2024 and 2023, respectively.

Our services are provided to these customers pursuant to contract operations service agreements, which generally have an initial term of 12 to 36 months, or up to 60 months for the largest horsepower units in our fleet, and continue thereafter until terminated by either party with 30 days’ advance notice.

Our services are provided to these customers pursuant to contract operations service agreements, which generally have an initial term of 12 to 36 months, or generally up to 60 months for the largest horsepower units in our fleet, and continue thereafter until terminated by either party with 30 days’ advance notice.

The loss of all or even a portion of the services we provide to these customers, as a result of competition or otherwise, could have a material adverse effect on our business, results of operations and financial condition.

Many of our contract operations service agreements have short initial terms and are cancelable on short notice after the initial term, and we cannot be sure that such contracts will be extended or renewed after the end of the initial contractual term.

Any such non renewals, or renewals at reduced rates or the loss of contracts with any significant customer could adversely impact our results of operations.

Any such non-renewals, or renewals at reduced rates or the loss of contracts with any significant customer could adversely impact our business, results of operations, financial condition and cash flows.

The length of our contract operations service agreements with customers varies based on operating conditions and customer needs.

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Moreover, we have limited ability to increase prices during our initial contract terms.

As a result, we are unable to pass increases in the prices of the equipment, materials and services we utilize to provide contract operations services, as a result of inflation of otherwise, onto our customers, which could result in a reduction in net income.

As a result, we are unable to pass increases in the prices of the equipment, materials and services we utilize to provide contract operations services, as a result of inflation, tariffs, or otherwise, onto our customers, which could result in a reduction in net income.

This could have a material adverse effect upon our business, results of operations, financial condition and cash flows.

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With respect to our suppliers of newly–fabricated compression equipment specifically, we occasionally experience long lead times, and therefore may at times make purchases in anticipation of future business.

If we are unable to purchase compression equipment or other integral equipment, materials and services from third-party suppliers, we may be unable to retain existing customers or compete for new customers, which could have a material adverse effect on our business, results of operations and financial condition.

Some equipment, materials and services used in our business are obtained from a limited group of suppliers.

Our reliance on these suppliers involves several risks, including price increases (as a result of inflation or otherwise), inferior quality and a potential inability to obtain an adequate supply of such equipment, materials and services in a timely manner.

Our reliance on these suppliers involves several risks, including price increases (as a result of inflation, tariffs or otherwise), inferior quality and a potential inability to obtain an adequate supply of such equipment, materials and services in a timely manner.

Additionally, we occasionally experience long lead times from our suppliers of newly–fabricated compression equipment and may at times make purchases in anticipation of future business.

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Further, supply chain bottlenecks could adversely affect our ability to obtain necessary materials, parts or lube oil used in our operations or increase the costs of such items.

A significant increase in the price of such equipment, materials and services, as a result of inflation, or other factors, could have a negative impact on our business, results of operations, financial condition and cash flows.

A significant increase in the price of such equipment, materials and services, as a result of inflation, tariffs or other factors, could have a negative impact on our business, results of operations, financial condition and cash flows.

Information Technology and Cybersecurity Risks

We may not realize the intended benefits of our process and technology transformation project, which could have an adverse effect on our business.

Between 2019 and 2021, we invested in a process and technology transformation project that replaced our existing ERP, supply chain and inventory management systems and expanded the remote monitoring capabilities of our compression fleet.

Beginning in 2023, our focus shifted to fully harnessing these technologies across our business.

We expect the technological transformations to lower our internal costs and improve our profitability over time.

However, the implementation of the process and technology transformation project has required significant capital and other resources from which we may not realize the benefits we expect to realize.

We may not realize the intended benefits of our process and technology transformation project, which could have an adverse effect on our business, results of operations and financial condition.

We utilize technology in all aspects of our business to drive operational efficiencies and enhance our value proposition to our customers.

Our investments have focused on implementing cloud-based solutions to replace legacy systems, the automation of workflows, integration of digital and mobile tools for our field service technicians and expanded remote monitoring capabilities of our compression fleet.

The implementation of the process and technology transformation project has required significant capital and other resources from which we may not realize the benefits we expect to realize.

Any such difficulties could have an adverse effect on our business, results of operations and financial condition.

Threats of cyber-attacks or terrorism could affect our business.

Cyber-attacks or terrorism could affect our business, results of operations and our reputation.

We rely on our information technology systems and data for critical operations.

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Our industry requires the continued operation of sophisticated information technology systems and network infrastructure.

Any integration of artificial intelligence in our or relevant third parties’ operations, products or services is expected to pose new and/or unknown cybersecurity risks and challenges.

Any integration of AI in our or relevant third parties’ operations, products or services is expected to pose new and/or unknown cybersecurity risks and challenges.

In addition, we have acquired and may continue to acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to significant cybersecurity, operational, and financial risks.

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In addition, a successful cyberattack against a critical third party could materially impact our operations and financial results, and because we cannot control the scope or effectiveness of the security measures deployed by our third-party suppliers and service providers, such as cloud services that support our internal and customer-facing operations, successful cyberattacks that disrupt or result in unauthorized access to third-party technology systems can materially impact our operations and financial results.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools, including generative and other artificial intelligence, that circumvent security controls, evade detection and remove forensic evidence.

We and certain of our third-party providers have experienced cyberattacks and other incidents, and we expect such attacks and incidents to occur in the future.

While to date no incidents have had any material operational or financial impact, we cannot guarantee that material incidents will not occur in the future.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools, including generative and other AI, that circumvent security controls, evade detection and remove forensic evidence.

As a result, there is no guarantee that we will detect, investigate, remediate or recover from future attacks or incidents, or avoid a material adverse impact to our systems or information.

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Increased cybersecurity regulations and an escalating cyber terrorist threat environment are expected to require additional investments in security that we cannot currently predict.

The implementation of security guidelines and measures and maintenance of insurance, to the extent available, addressing such activities could increase costs.

We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

We are also subject to evolving cybersecurity and data privacy laws and regulations that are increasingly complex.

Failure to comply with these laws and regulations could result in significant legal liability, regulatory investigations and penalties, or harm to our reputation in the marketplace.

The implementation of security requirements and measures and the maintenance of insurance, to the extent available, addressing such activities could significantly increase costs.

We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident, such as lost business, penalties or damages, will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

These types of events could materially adversely affect our business and results of operations.

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Legal and Regulatory Risks

From time to time, we are subject to various claims, tax audits, litigation and other proceedings that could ultimately be resolved against us and require material future cash payments or charges, which could impair our financial condition or results of operations.

The size, nature and complexity of our business make us susceptible to various claims, tax audits, litigation and binding arbitration proceedings.

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Similarly, any claims, even if fully indemnified or insured, could negatively impact our reputation among our customers and the public and make it more difficult for us to compete effectively or obtain adequate insurance in the future.

See Part I, Item 3 “Legal Proceedings” of this form 10-K and Note 16

(“Commitments and Contingencies”) to our Financial Statements for additional information regarding certain legal proceedings to which we are a party.

See Part I, Item 3 “Legal Proceedings” of this Form 10-K and Note 16 (“Commitments and Contingencies”) to our Financial Statements for additional information regarding certain legal proceedings to which we are a party.

New regulations, proposed regulations and proposed modifications to existing regulations under the CAA, if implemented, could result in increased compliance costs.

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The amendments also established methane standards for a subset of equipment that the NSPS regulates, including reciprocating compressors and pneumatic controllers, and extend the VOC standards to the remaining unregulated equipment.

On March 8, 2024, the EPA published even more stringent rules with respect to methane and VOC for new and existing sources, via NSPS Subparts OOOOb and OOOOc, with the OOOOb rules for sources constructed, modified, or reconstructed after December 6, 2022, which became effective on May 7, 2024.

The OOOOc rules for existing sources gives the States a two-year deadline to develop and submit to EPA plans for addressing emissions from those sources.

On April 10, 2024, BoLM published a separate final rule, known as the “Waste Prevention, Production Subject to Royalties, and Resource Conservation” rule, to address methane emissions from oil and gas activities on public lands, which became effective on June 10, 2024.

In March 2024, the EPA published even more stringent rules with respect to methane and VOC for new and existing sources, via NSPS Subparts OOOOb and OOOOc, with the OOOOb rules for sources constructed, modified, or reconstructed after December 6, 2022, which became effective on May 7, 2024.

The OOOOc rules for existing sources give the States a two-year deadline to develop and submit to EPA plans for addressing emissions from those sources.

However, EPA issued a direct interim final rule in July 2025 and a final rule in December 2025 that pushed the substantive deadlines in OOOOb and OOOOc back to January 2027.

EPA has also been working on a proposed rule to roll back significant portions of the OOOOb and OOOOc, which rule proposal is in interagency review at the White House Office of Management and Budget and is expected for publication soon.

In April 2024, BoLM published a separate final rule, known as the “Waste Prevention, Production Subject to Royalties, and Resource Conservation” rule, to address methane emissions from oil and gas activities on public lands, which became effective on June 10, 2024.

The rule is currently stayed pending litigation in North Dakota, Texas, Montana, Wyoming, and Utah.

Among the newly adopted methane requirements that may impact our operations are broader applicability to compression equipment relative to the existing rules, increased work practices and inspection requirements and mandates for certain new zero-emissions equipment.

Notably, however, in November 2025, BoLM announced that it will not enforce requirements of the rule that carried a December 10, 2025 deadline until December 10, 2026.

Both the EPA rules and the BoLM rules are subject to ongoing judicial challenges.

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For example, Colorado’s Air Quality Control Commission adopted the “Midstream Rule” on December 20, 2024, to address GHG emissions from midstream oil and gas operations, including from natural gas compressor stations.

Under the Midstream Rule, midstream facilities must begin taking steps to reduce GHG emissions from combustion fuel equipment by February 14, 2025.

We do not believe that these rules will have a material adverse impact on our business, financial condition, results of operations or cash flows, but we cannot yet definitively predict the impact of any revision of the current rules or issuance of new rules, which impact could be material.

On October 1, 2015, the EPA issued a new NAAQS ozone standard of 70 ppb, which is a tightening from the 75-ppb standard set in 2008.

Under the Midstream Rule, midstream facilities were required to begin taking steps to reduce GHG emissions from combustion fuel equipment by February 14, 2025, and are required to meet certain GHG emissions limits by the end of 2030.

The Midstream Rule is subject to ongoing judicial challenges.

In October 2015, the EPA issued a new NAAQS ozone standard of 70 ppb, which is a tightening from the 75-ppb standard set in 2008.

This new standard became effective on December 28, 2015, and the EPA completed designating attainment/non–attainment regions under the revised ozone standard in 2018.

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Energy legislation and other initiatives continue to be proposed that may be relevant to GHG emissions issues.

For example, the SEC adopted rules in March 2024 that would, if the rules survive legal challenge, mandate extensive disclosure for certain public companies of climate-related data, risks and opportunities, including financial impacts, physical and transition risks, related governance and strategy, and greenhouse gas emissions.

For example, the SEC adopted rules in March 2024 that would have mandated extensive disclosure for certain public companies of climate-related data, risks and opportunities, including financial impacts, physical and transition risks, related governance and strategy, and greenhouse gas emissions.

The SEC stayed those rules in April 2024, however, and in March 2025 voted not to defend the rules against ongoing legal challenges.

Those legal challenges remain in abeyance pending an SEC decision on whether to rescind, repeal, or modify the rules but, in the meantime, the SEC climate rules remain suspended and without effect.

Almost half of the states, either individually or through multi–state regional initiatives, have begun to address GHG emissions, primarily through the planned development of emission inventories or regional GHG cap and trade programs.

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however, there is no guarantee that such efforts will have the desired effects.

The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments.

Significant additional legislative action by Congress also occurred in August 2022 with the Inflation Reduction Act, signed into law by the former administration, which provides $391 billion in funding for research and development and incentives for low-carbon energy production methods, carbon capture, and other programs directed at encouraging de-carbonization and addressing climate change.

The IRA also amends the Clean Air Act to include a Methane Emissions and Waste Reduction Incentive Program for petroleum and natural gas systems.

This program requires the EPA to impose a “waste emissions charge” on certain natural gas and oil sources that are already required to report under EPA’s GHG Reporting Program.

In November 2024, the EPA released its final rule to implement the methane emissions fee with an effective date in January 2025, which is expected to apply to reporting year 2024 emissions.

While the current administration has issued an executive order pausing the disbursement of all unspent funds appropriated through the IRA and has already begun to roll back these environmental policies implemented during the former administration, U.S.

climate leaders have vowed to continue protecting and building on climate progress.

legislation, regulations, and initiatives, as well as uncertainty regarding the future success of such regulations and initiatives in reducing demand for oil and gas, could indirectly affect our business and our results of operations by reducing demand for our services.

The $1 trillion legislative infrastructure package passed by Congress in November 2021 included a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments.

Significant additional legislative action by Congress also occurred in August 2022 with the Inflation Reduction Act, signed into law by the former administration, which provided $391 billion in funding for research and development and incentives for low-carbon energy production methods, carbon capture, and other programs directed at encouraging de-carbonization and addressing climate change.

The IRA also amended the Clean Air Act to include a Methane Emissions and Waste Reduction Incentive Program for petroleum and natural gas systems.

This program required the EPA to impose a “waste emissions charge” on certain natural gas and oil sources that were already required to report under EPA’s GHG Reporting Program.

In November 2024, the EPA released its final rule to implement the methane emissions fee with an effective date in January 2025, which was expected to apply to reporting year 2024 emissions.

Twenty-three states have filed a lawsuit challenging the rule, and the change in U.S.

presidential administration provides additional uncertainty as to the rule’s future.

While the current administration issued an executive order pausing the disbursement of all unspent funds appropriated through the IRA and rolling back these environmental policies implemented during the former administration, with legislative action culminating in the One Big Beautiful Bill Act, which eliminated most of the Inflation Reduction Act’s incentives and delayed the commencement of the methane waste emissions charge on oil and gas sources by a decade to 2034.

Notably, Congress eliminated EPA’s regulations in support of the waste emissions charge using the Congressional Review Act effective on March 14, 2025 and, as of September 12, 2025, EPA has proposed to suspend the GHG Reporting Program for oil and gas sources until 2034 and to eliminate such reporting for all other sources.

climate leaders have vowed to continue pressing for climate progress although major new climate legislation seems unlikely in the immediate future.

Such legislation, regulations, and initiatives, as well as uncertainty regarding the future success of such regulations and initiatives in reducing demand for oil and gas, could indirectly affect our business and our results of operations by reducing demand for our services.

Separately, the EPA has promulgated regulations controlling GHG emissions under its existing CAA authority.

The EPA has adopted rules requiring many facilities, including petroleum and natural gas systems, to inventory and report their GHG emissions.

As noted above, in September 2025, EPA proposed to suspend those requirements until 2034.

In 2025, we did not operate any facilities that were subject to these reporting obligations.

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The requirement for large sources of GHG emissions to obtain and comply with permits will affect some of our and our customers’ largest new or modified facilities going forward but is not expected to cause us to incur material costs.

As noted above, the EPA has undertaken efforts to regulate emissions of methane, considered a GHG, in the oil and gas sector, and could develop additional, more stringent rules in the future.

With the re-election of the current administration, however, these climate-focused initiatives have and will likely face major headwinds, and regulations will likely be scaled back (during his first term, more than 125 U.S.

environmental rules and policies were rolled back).

Already, the current administration has released a series of executive orders impacting the energy sector.

Ranging from declaring a national emergency due to the U.S.’s inadequate energy supply, infrastructure, and prices, to halting wind energy leasing and promoting fossil fuel exploration, these executive orders are already reshaping the current direction of the U.S.

climate agenda.

At this time, we cannot determine how the current administration will continue to proceed and cannot accurately predict the ensuing impact on social cost or other interagency climate efforts, which may give rise to a material adverse effect on our business, financial condition, results of operations and cash flows.

As noted above, the EPA has previously undertaken efforts to regulate emissions of methane, considered a GHG, in the oil and gas sector, and could develop additional, more stringent rules at some point in the future.

In an executive order issued in January 2021, the former administration asked the heads of all executive departments and agencies to review and take action to address any federal regulations, orders, guidance documents, policies and any similar agency actions promulgated during the prior administration that may be inconsistent with or present obstacles to the administration’s stated goals of protecting public health and the environment, and conserving national monuments and refuges.

The executive order also established an Interagency Working Group on the Social Cost of Greenhouse Gases, which is called on to, among other things, capture the full costs of GHG emissions, including the “social cost of carbon,” “social cost of nitrous oxide” and “social cost of methane,” which are “the monetized damages associated with incremental increases in greenhouse gas emissions,” including “changes in net agricultural productivity, human health, property damage from increased flood risk, and the value of ecosystem services.” In early 2025, however, the new administration disbanded the Working Group and withdrew all of its published guidance, ordering EPA to review whether and how to use the social cost of carbon in federal permitting and regulatory decisions and directing the agencies in the meantime to follow OMB regulatory analysis guidance from 2003 that is virtually silent on climate.

The current administration also released a series of executive orders impacting the energy sector, ranging from declaring a national emergency due to the U.S.’s inadequate energy supply, infrastructure, and prices, to halting wind energy leasing and promoting fossil fuel exploration.

These executive orders are already reshaping the current direction of the U.S.

climate agenda and have led to rulemaking actions by EPA that are beginning to undo U.S.

climate regulation, including a February 12, 2026 final rule overturning the 2009 CAA endangerment finding respecting GHGs and all federal GHG emissions standards for vehicles and engines.

At this time, we cannot determine how the current administration will continue to proceed and cannot accurately predict the ensuing impact of climate-related policy shifts on our business, financial condition, results of operations and cash flows.

At the international level, the U.S.

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In November 2024, at COP29 in Azerbaijan, countries agreed on the final building blocks that set out how carbon markets will operate under the Paris Agreement, among other outcomes that further indicate the global push to mitigate climate change.

Given that the current administration has issued an executive order that initiated the process to withdraw the U.S.

from the Paris Agreement and from any commitments made under the UNFCCC, however, it remains to be seen which of these aforementioned U.S.

commitments will survive in 2025 and beyond.

Just as we cannot fully anticipate the impact of the methane rules discussed above, we also cannot predict whether potential future re-entry, or pending withdrawal from, into the Paris Agreement or other international pledges will result in any particular new federal regulatory requirements or whether such requirements will cause us to incur material costs.

However, the current administration issued an executive order in January 2025 that initiated the process to withdraw the U.S.

from the Paris Agreement and from any commitments made under the UNFCCC.

COP30 took place in Brazil in November 2025 with no official participation or representatives attending from the U.S.

In January 2026, the U.S.

officially withdrew from the Paris Agreement.

Just as we cannot fully anticipate the impact of the methane rules discussed above, we also cannot predict whether the withdrawal from or potential future re-entry into the Paris Agreement or other international pledges will result in any particular new federal regulatory requirements or whether such requirements will cause us to incur material costs.

Nevertheless, several states and geographic regions in the U.S.

have adopted legislation and regulations to reduce emissions of GHGs, including cap and trade regimes and commitments to contribute to meeting the goals of the Paris Agreement.

have adopted legislation and regulations to reduce emissions of GHGs, including cap and trade regimes and commitments that contribute to meeting the goals of the Paris Agreement.

Increasingly, parties have sought to bring suit against various natural gas and oil companies alleging that the companies have been aware of the adverse effects of climate change but defrauded their investors or customers by failing to adequately disclose those impacts.

Any such litigation targeting our customers could negatively impact their operation and, in turn, decrease demand for our operations, which could have an adverse impact on our financial condition.

Any such litigation targeting our customers could negatively impact their operations and, in turn, decrease demand for our operations, which could have an adverse impact on our financial condition.

In sum, any legislation, regulatory programs or social pressures related to climate change could increase our costs and require substantial capital, compliance, operating and maintenance costs, reduce demand for our services and reduce our access to financial markets.

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A broader transition to alternative fuels or energy sources, whether resulting from potential new government regulation, carbon taxes or consumer preferences could result in decreased demand for crude oil, natural gas and NGLs.

In addition, increased focus of our customers on reducing emissions from, or the use of, combustion engines in compression could increase demand for electric compressors or require us to make modifications to our existing natural gas-powered units.

Any decrease in demand for these products could consequently reduce demand for our services and could have a negative effect on our business.

Also, recent activism directed at shifting funding away from companies with fossil fuel energy-related assets could result in a reduction of funding for the energy sector overall.

As of September 2024, 86 climate lawsuits have been filed against the world’s largest oil, gas, and coal producing corporations, with the number of cases filed against fossil fuel companies each year nearly tripling since the Paris Agreement was reached in 2025.

Numerous climate lawsuits have been filed against the world’s largest oil, gas, and coal producing corporations, with the number of cases filed against fossil fuel companies each year nearly tripling since the Paris Agreement was reached in 2015.

Such actions could adversely impact our business by distracting management and other personnel from their primary responsibilities, require us to incur increased costs, and/or result in reputational harm.

Moreover, any such litigation targeting our customers could negatively impact their operation and, in turn, decrease demand for our services.

Moreover, any such litigation targeting our customers could negatively impact their operations and, in turn, decrease demand for our services.

Such shareholder activism in relation to environmental, social and governance matters could have an adverse effect on our ability to obtain external financing as well as negatively affect the cost of, and terms for, financing to fund capital expenditures or other aspects of our business.

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A decrease in energy use due to weather changes may negatively affect our financial condition through decreased revenues.

Despite the use of the term “global warming” as a shorthand for climate change, some studies indicate that climate change could cause some areas to

experience temperatures substantially colder than their historical averages.

Despite the use of the term “global warming” as a shorthand for climate change, some studies indicate that climate change could cause some areas to experience temperatures substantially colder than their historical averages.

As a result, it is difficult to predict how the market for our services could be affected by increased temperature volatility.

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Our operations, projects and growth opportunities require us to have strong relationships with various key stakeholders, including our shareholders, employees, suppliers, customers, local communities and others.

We may face pressures from stakeholders, many of whom may be concerned by on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability while at the same time remaining a successfully operating public company.

We may face pressures from stakeholders, many of whom may be concerned by climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability while at the same time remaining a successfully operating public company.

If we do not successfully manage expectations across these varied stakeholder interests, it could erode our stakeholder trust and thereby affect our brand and reputation.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors