Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Form 10–K, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a–15(e) of the Exchange Act), which are designed to provide reasonable assurance that we are able to record, process, summarize and report the information required to be disclosed in our reports under the Exchange Act within the time periods specified in the rules and forms of the SEC. Based on the evaluation, as of December 31, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and made known to our principal executive officer and principal financial officer, on a timely basis to ensure that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control Over Financial Reporting
As required by Exchange Act Rules 13a–15(c) and 15d–15(c), our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on the results of management’s evaluation described above, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our management with the participation of the Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of internal control over financial reporting as of December 31, 2025 was audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report found within this Form 10–K. Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting, which is included in this Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Archrock, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Archrock, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 26, 2026
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Item 9B. Other Information
Insider Trading Arrangements
During the three months ended December 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Part III Item 10 of this Form 10-K is incorporated by reference to the sections entitled “Election of Directors,” “Governance” and “Stock Ownership” in the definitive proxy statement related to our 2026 Annual Meeting of Stockholders, which is to be filed with the SEC within 120 days following the end of our 2025 fiscal year.
We have adopted a Securities Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, New York Stock Exchange listing standards and NYSE Texas listing standards. A copy of our Securities Trading Policy is included as Exhibit 19.1 to this Form 10-K.
Item 11. Executive Compensation
The information required by Part III Item 11 of this Form 10-K is incorporated by reference to the sections entitled “Governance” and “Compensation Discussion and Analysis” in the definitive proxy statement related to our 2026 Annual Meeting of Stockholders, which is to be filed with the SEC within 120 days following the end of our 2025 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Portions of the information required in Part III Item 12 of this Form 10-K are incorporated by reference to the section entitled “Stock Ownership” in the definitive proxy statement related to our 2026 Annual Meeting of Stockholders, which is to be filed with the SEC within 120 days following the end of our 2025 fiscal year.
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Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information as of December 31, 2025, with respect to our compensation plans under which our common stock is authorized for issuance, aggregated as follows:
Number of Securities
to be Issued Upon
Weighted Average
Number of Securities
Exercise of
Exercise Price of
Remaining Available for
Outstanding Options,
Outstanding Options,
Future Issuance Under
Plan Category
Warrants and Rights
Warrants and Rights
Equity Compensation Plans
(a)
(b)
(c)
Equity compensation plans approved by security holders (1)
851,428
(2)
$
—
(3)
2,881,657
Equity compensation plans not approved by security holders (4)
—
—
35,399
Total
851,428
—
2,917,056
(1) Comprised of the 2020 Plan and the ESPP.
(2) Comprised of unvested performance–based restricted stock units payable in common stock upon vesting at target performance.
(3) Performance–based restricted stock units do not have an exercise price.
(4) Comprised of our DSDP. See Note 19 (“Stock-Based Compensation”) for further details.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Part III Item 13 of this Form 10-K is incorporated by reference to the section entitled “Governance” in the definitive proxy statement related to our 2026 Annual Meeting of Stockholders, which is to be filed with the SEC within 120 days following the end of our 2025 fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by Part III Item 14 of this Form 10-K is incorporated by reference to the section entitled “Ratification of the Appointment of the Independent Registered Public Accounting Firm” in the definitive proxy statement related to our 2026 Annual Meeting of Stockholders, which is to be filed with the SEC within 120 days following the end of our 2025 fiscal year.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
List of Documents filed as a part of this Form 10–K
1.
Financial Statements. The following financial statements are filed as a part of this Form 10-K.
Report of Independent Registered Public Accounting Firm (PCAOB ID 34 )
F–1
Consolidated Balance Sheets
F–3
Consolidated Statements of Operations
F–4
Consolidated Statements of Equity
F–5
Consolidated Statements of Cash Flows
F–6
Notes to Consolidated Financial Statements
F–8
2. Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the information is set forth in the consolidated financial statements or notes thereto within Item 8 “Financial Statements and Supplementary Data.”
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3. Exhibits
Exhibit No.
Description
2.1
Separation and Distribution Agreement, dated as of November 3, 2015, by and among Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8–K filed on November 5, 2015
2.2
Amendment No. 1 to Separation and Distribution Agreement, dated as of December 15, 2015, by and among Archrock, Inc., formerly named Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P., incorporated by reference to Exhibit 2.3 to the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2015
2.3
Agreement and Plan of Merger, dated as of January 1, 2018, by and among Archrock, Inc., Archrock GP LLC, Archrock General Partner, L.P. and Archrock Partners, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8–K filed on January 2, 2018
2.4
Amendment No. 1 to Agreement and Plan of Merger, dated as of January 11, 2018, by and among Archrock, Inc., Archrock GP LLC, Archrock General Partner, L.P., Archrock Partners, L.P. and Amethyst Merger Sub LLC, incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8–K filed on January 16, 2018
2.5
Purchase and Sale Agreement, dated as of July 22, 2024, by and among Archrock ELT LLC, Archrock, Inc., TOPS Pledge1, LLC and TOPS Pledge2, LLC and, solely with respect to Section 6.25 of the Purchase and Sale Agreement, TOPS Holdings, LLC , incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8–K filed on July 22, 2024
2.6#
Agreement and Plan of Merger, dated as of March 10, 2025, by and among Archrock, Inc., Archrock Services, L.P., Archrock NGCSI Merger Sub, Inc., Natural Gas Compression Systems, Inc. and Wolverine Securityholders’ Representative, LLC , incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8–K filed on March 11, 2025
2.7#
Agreement and Plan of Merger, dated as of March 10, 2025, by and among Archrock, Inc., AROC NGCSE Merger Sub LLC, Archrock NGCSE Merger Sub, Inc., NGCSE, Inc. and Wolverine Securityholders’ Representative, LLC, incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8–K filed on March 11, 2025
3.1
Composite Restated Certificate of Incorporation of Archrock, Inc., incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2015
3.2
Fourth Amended and Restated Bylaws of Archrock, Inc. (incorporated by reference to Exhibit 3.1 of Archrock Inc.’s Current Report on Form 8–K filed on July 28, 2023)
4.1
Indenture, dated as of March 21, 2019, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8–K filed on March 21, 2019
4.2
Indenture, dated as of December 20, 2019, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8–K filed on December 20, 2019
4.3
Indenture, dated as of August 26, 2024, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Regions Bank, as trustee , incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8–K filed on August 26, 2024
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Exhibit No.
Description
4.4
Supplemental Indenture, dated August 26, 2024, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and Computershare Trust Company (as successor in interest to Wells Fargo Bank, National Association), as trustee , incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8–K filed on August 26, 2024
4.5
Supplemental Indenture, dated August 26, 2024, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and Computershare Trust Company (as successor in interest to Wells Fargo Bank, National Association), as trustee , incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8–K filed on August 26, 2024
4.6
Description of Common Stock, incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2019
4.7
Indenture, dated as of January 21, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., the guarantors party thereto and Regions Bank, as trustee , incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8–K filed on January 21, 2026
10.1†
Exterran (now Archrock, Inc.) Employees’ Supplemental Savings Plan, incorporated by reference to Exhibit 10.30 of the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2007
10.2†
Summary of Donna A. Henderson Compensation Arrangement, incorporated by reference to Exhibit 10.50 to the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2015
10.3†
Summary of Jason Ingersoll Compensation Arrangement, incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2015
10.4†
Form of Compensation Letter applicable to Mr. Childers, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8–K filed on August 4, 2016.
10.5†
Form of Indemnification Agreement, incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8–K filed on November 5, 2015
10.6†
Exterran Holdings, Inc. (now Archrock, Inc.) Directors’ Stock and Deferral Plan, incorporated by reference to Exhibit 10.16 of the Registrant’s Current Report on Form 8–K filed on August 23, 2007
10.7†
First Amendment to Exterran Holdings, Inc. (now Archrock, Inc.) Directors’ Stock and Deferral Plan, incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2008
10.8†
Second Amendment to Exterran Holdings, Inc. (now Archrock, Inc.) Directors’ Stock and Deferral Plan, incorporated by reference to Exhibit 10.16 to the Registrant’s Current Report on Form 8–K filed on November 5, 2015
10.9†
Form of Employment Letter applicable to Messrs. Childers and Ingersoll, incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8–K filed on November 5, 2015
10.10†
Form of Severance Benefit Agreement applicable to Messrs. Childers and Ingersoll, incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8–K filed on November 5, 2015
10.11†
Form of Change of Control Agreement applicable to Messrs. Childers and Ingersoll, incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8–K filed on November 5, 2015
10.12†
Archrock, Inc. 2017 Employee Stock Purchase Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed March 16, 2017
10.13†
Form of Amendment to Severance Benefit Agreement incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10–Q for the quarter ended June 30, 2017
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Exhibit No.
Description
10.14†
Form of Second Amendment to Severance Benefit Agreement, incorporated by reference to Exhibit 10.73 to the Registrant’s Annual Report on Form 10–K for the year ended December 31, 2017
10.15
Pledge and Security Agreement, dated as of March 30, 2017, among Archrock Partners Operating LLC and the other Grantors party thereto in favor or JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.2 to Archrock Partners, L.P.’s Current Report on Form 8–K filed on April 5, 2017
10.16
Omnibus Joinder Agreement, dated as of April 26, 2018, by and among Archrock, Inc., Archrock Services, L.P., AROC Corp., AROC Services GP LLC, AROC Services LP LLC, Archrock Services Leasing LLC, Archrock GP LP LLC, and Archrock MLP LP LLC and acknowledged and accepted by JPMorgan Chase Bank, N.A., as the Administrative Agent, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8–K filed on April 26, 2018
10.17
Amendment and Supplement to Pledge and Security Agreement dated as of April 26, 2018, by and among Archrock Partners Operating LLC, Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock Partners Leasing LLC, Archrock, Inc., Archrock Services, L.P., AROC Corp., AROC Services GP LLC, AROC Services LP LLC, Archrock Services Leasing LLC, Archrock GP LP LLC, Archrock MLP LP LLC and JPMorgan Chase Bank, N.A., as the Administrative Agent, incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8–K filed on April 26, 2018
10.18†
Form of Employment Letter applicable to Mr. Douglas S. Aron, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8–K filed on July 12, 2018
10.19†
Form of Change of Control Agreement applicable to Mr. Douglas S. Aron, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8–K filed on July 12, 2018
10.20†
Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock, incorporated by reference to Exhibit 10.85 to the Registrant’s Annual Report on Form 10–K filed on February 20, 2019
10.21†
Form of Archrock, Inc. Award Notice and Agreement for Performance Units (Cash–Settled), incorporated by reference to Exhibit 10.87 to the Registrant’s Annual Report on Form 10–K filed on February 20, 2019
10.22†
Form of Archrock, Inc. Award Notice and Agreement for Performance Units (Stock–Settled), incorporated by reference to Exhibit 10.88 to the Registrant’s Annual Report on Form 10–K filed on February 20, 2019
10.23
Purchase Agreement, dated as of March 7, 2019, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8–K filed on March 8, 2019
10.24
Omnibus Joinder Agreement, dated as of March 21, 2019, by and among Archrock GP LLC, Archrock Partners Corp., Archrock General Partner, L.P. and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8–K filed on March 21, 2019
10.25
Purchase Agreement, dated as of December 16, 2019, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and RBC Capital Markets, LLC, as representative of the initial purchasers named therein, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8–K filed on December 17, 2019
10.26†
Form of Compensation Letter applicable to Messrs. Childers, Aron, Ingersoll and Thode and Mme. Hildebrandt, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on April 30, 2020
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Exhibit No.
Description
10.27
Purchase Agreement, dated as of December 14, 2020, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and RBC Capital Markets, LLC, as representative of the initial purchasers named therein, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on December 15, 2020
10.28†
Archrock Deferred Compensation Plan, dated as of October 28, 2021, incorporated by reference to Exhibit 10.41 to Registrant’s Annual Report on Form 10-K filed on February 22, 2023
10.29†
Archrock, Inc. 2020 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 17, 2020
10.30†
Amendment to the Archrock, Inc. 2020 Stock Incentive Plan, incorporated by reference to Exhibit 10.30 of the Registrant’s Annual Report on Form 10-K filed on February 25, 2025
10.31†
Form of Letter Agreement, incorporated by reference to Exhibit 10.99 of the Registrant’s Annual Report on Form 10–K filed on February 23, 2022
10.32†
Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock, incorporated by reference to Exhibit 10.100 of the Registrant’s Annual Report on Form 10–K filed on February 23, 2022
10.33†
Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock for Non–Employee Directors, incorporated by reference to Exhibit 10.101 of the Registrant’s Annual Report on Form 10–K filed on February 23, 2022
10.34†
Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock Units for Non–Employee Directors, incorporated by reference to Exhibit 10.102 of the Registrant’s Annual Report on Form 10–K filed on February 23, 2022
10.35†
Form of Archrock, Inc. Award Notice and Agreement for Performance Units (Cash–Settled), incorporated by reference to Exhibit 10.103 of the Registrant’s Annual Report on Form 10–K filed on February 23, 2022
10.36†
Form of Archrock, Inc. Award Notice and Agreement for Performance Units (Stock–Settled) , incorporated by reference to Exhibit 10.104 of the Registrant’s Annual Report on Form 10–K filed on February 23, 2022
10.37†
Form of Compensation Letter (incorporated by reference and filed as Exhibit 10.1 to Form 8–K filed on April 30, 2020), incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on June 21, 2021
10.38
Amended and Restated Credit Agreement, dated as of May 16, 2023, by and among Archrock, Inc., Archrock Partners Operating LLC, Archrock Services, L.P., the other Loan Parties thereto, the Lenders thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 18, 2023
10.39
First Amendment to Amended and Restated Credit Agreement, dated as of August 28, 2024, by and among Archrock, Inc., Archrock Partners Operating LLC, Archrock Services, L.P., the other Loan Parties thereto, the Lenders thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent , incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 28, 2024
10.40
Retention Incentive Agreement, dated January 25, 2024, by and between Archrock, Inc. and D. Bradley Childers, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on January 26, 2024
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Exhibit No.
Description
10.41#
Sixth Amended and Restated Omnibus Agreement, effective August 30, 2024, by and among Archrock, Inc., AROC Corp., AROC Services GP LLC, AROC Services LP LLC, Archrock Services, L.P., Archrock Services Leasing LLC, Archrock ELT LLC, Total Operations and Production Services, LLC, Archrock Ecotec LLC, Archrock Ionada LLC, Archrock FGC LLC, Archrock GP LLC, Archrock GP LP LLC, Archrock MLP LP LLC, Archrock General Partner, L.P., Archrock Partners Corp., Archrock Partners, L.P., Archrock Partners Operating LLC, Archrock Partners Leasing LLC and Archrock Partners Finance Corp. , incorporated by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K filed on February 25, 2025
10.42
Tax Matters Agreement, dated as of November 3, 2015, by and between Exterran Holdings, Inc. (now Archrock, Inc.) and Exterran Corporation, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8–K filed on November 5, 2015
10.43
Purchase Agreement, dated as of August 12, 2024, by and among Archrock Partners, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and Wells Fargo Securities, LLC, as representative of the initial purchasers named therein, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on August 13, 2024
10.44
Registration Rights and Lock-Up Agreement, dated as of May 1, 2025, by and between Archrock, Inc. and NGCSE Holdings, LLC, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on May 1, 2025
10.45
Second Amendment to Amended and Restated Credit Agreement, dated as of May 16, 2025, by and among Archrock, Inc., Archrock Partners Operating LLC, Archrock Services, L.P., the other Loan Parties thereto, the Lenders thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent , incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on May 16, 2025
10.46
Third Amendment to Amended and Restated Credit Agreement, dated as of December 12, 2025, by and among Archrock, Inc., Archrock Partners Operating LLC, Archrock Services, L.P., the other Loan Parties thereto, the Lenders thereto, the Issuing Banks thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on December 15, 2025
10.47
Purchase Agreement, dated as of January 6, 2026, by and among Archrock Services, L.P., Archrock Partners Finance Corp., Archrock, Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8–K filed on January 7, 2026
19.1
Securities Trading Policy , incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K filed on February 25, 2025
21.1*
List of Subsidiaries of Archrock, Inc.
23.1*
Consent of Deloitte & Touche LLP
31.1*
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
31.2*
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
32.1**
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
32.2**
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
97.1
Archrock’s Compensation Recovery Policy, dated effective October 2, 2023 , incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10–K filed on February 21, 2024
101.1*
Interactive data files pursuant to Rule 405 of Regulation S–T
104.1*
Cover page interactive data files pursuant to Rule 406 of Regulation S–T
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†
Management contract or compensatory plan or arrangement.
*
Filed herewith.
**
Furnished, not filed .
#
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request .
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Archrock, Inc.
/s/ D. Bradley Childers
D. Bradley Childers
President and Chief Executive Officer
February 26, 2026
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints D. Bradley Childers, Douglas S. Aron, Donna A. Henderson and Stephanie C. Hildebrandt, and each of them, his or her true and lawful attorneys–in–fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys–in–fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all said attorneys–in–fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2026.
Signature
Title
/s/ D. Bradley Childers
President, Chief Executive Officer and Director
D. Bradley Childers
(Principal Executive Officer)
/s/ Douglas S. Aron
Senior Vice President and Chief Financial Officer
Douglas S. Aron
(Principal Financial Officer)
/s/ Donna A. Henderson
Vice President and Chief Accounting Officer
Donna A. Henderson
(Principal Accounting Officer)
/s/ Anne–Marie N. Ainsworth
Director
Anne–Marie N. Ainsworth
/s/ Gordon T. Hall
Director
Gordon T. Hall
/s/ Frances Powell Hawes
Director
Frances Powell Hawes
/s/ J.W.G. Honeybourne
Director
J.W.G. Honeybourne
/s/ James H. Lytal
Director
James H. Lytal
/s/ Leonard W. Mallett
Director
Leonard W. Mallett
/s/ Jason C. Rebrook
Director
Jason C. Rebrook
/s/ Edmund P. Segner, III
Director
Edmund P. Segner, III
67
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Archrock, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Archrock, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Table of Contents
NGCS ACQUISITION - Refer to Notes 4 and 9 to the financial statements.
Critical Audit Matter Description
The Company completed the acquisition of NGCS (Natural Gas Compression Systems, Inc. (“NGCSI”), and NGCSE, Inc. (“NGCSE”)), whereby the Company acquired all of the issued and outstanding equity interests in NGCS including a fleet of approximately 326,000 horsepower and a 18,000 horsepower backlog of contracted new equipment, for aggregate total consideration of $349.4 million, which included a cash consideration of $296.5 million and issuance of approximately 2.3 million shares of common stock issued to NGCSE sellers with a NGCS acquisition date fair value of $53.0 million. The NGCS acquisition was accounted for using the acquisition method of accounting, which requires, among other things, assets acquired, and liabilities assumed to be recorded at their fair value on the NGCS acquisition date. The excess of the consideration transferred over those fair values is recorded as goodwill. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, market data, projected revenue, and current market interest rates.
Given the relative fair value determination of assets acquired and liabilities assumed requires management to make significant estimates related to assumptions such as future cash flows, discount rates, market data, projected revenue, and current market interest rates, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management's selection of a weighted average cost of capital, and the fair value of acquired property, plant and equipment and intangible assets for NGCS included the following, among others:
• We tested the effectiveness of controls over the purchase price allocation, including management's controls over the assumptions used in the valuation of the property, plant and equipment and intangible assets, including estimating the fair value of the acquired property, plant and equipment and intangible assets, determination of the weighted average cost of capital, and reviewing the work of third-party specialists.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
• We assessed the reasonableness of management’s projections of contract revenue by comparing the assumptions used in the projections to projected compressor horsepower, historical data, and results from other areas of the audit.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 26, 2026
We have served as the Company’s auditor since 2007
F-2
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Archrock, Inc.
Consolidated Balance Sheets
(in thousands, except par value and share amounts )
x
December 31, 2025
December 31, 2024
Assets
Current assets:
Cash and cash equivalents
$
1,553
$
4,420
Accounts receivable, net of allowance of $ 1,205 and $ 414 , respectively
142,327
132,478
Inventory
109,747
89,686
Tax refund receivable
41,479
—
Other current assets
9,057
6,538
Total current assets
304,163
233,122
Property, plant and equipment, net
3,658,089
3,323,830
Operating lease right-of-use assets
13,581
15,365
Goodwill
125,189
52,155
Intangible assets, net
143,947
98,271
Contract costs, net
38,959
37,764
Deferred tax assets
2,059
2,975
Other assets
55,449
52,855
Non-current assets of discontinued operations
7,868
7,868
Total assets
$
4,349,304
$
3,824,205
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable, trade
$
43,731
$
57,567
Accrued liabilities
145,024
124,105
Deferred revenue
8,391
6,932
Total current liabilities
197,146
188,604
Long-term debt
2,410,893
2,198,376
Operating lease liabilities
10,220
12,415
Deferred tax liabilities
198,309
62,505
Other liabilities
33,389
30,906
Non-current liabilities of discontinued operations
7,868
7,868
Total liabilities
2,857,825
2,500,674
Commitments and contingencies (Note 16)
Equity:
Preferred stock: $ 0.01 par value per share, 50,000,000 shares authorized, zero issued
—
—
Common stock: $ 0.01 par value per share, 250,000,000 shares authorized, 184,746,759 and 185,350,510 shares issued, respectively
1,847
1,854
Additional paid-in capital
3,876,834
3,880,936
Accumulated deficit
( 2,257,386 )
( 2,438,074 )
Treasury stock: 9,877,754 and 10,182,985 common shares, at cost, respectively
( 129,816 )
( 121,185 )
Total equity
1,491,479
1,323,531
Total liabilities and equity
$
4,349,304
$
3,824,205
The accompanying notes are an integral part of these consolidated financial statements.
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Archrock, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
Year Ended December 31,
2025
2024
2023
Revenue:
Contract operations
$
1,272,081
$
980,405
$
809,439
Aftermarket services
217,737
177,186
180,898
Total revenue
1,489,818
1,157,591
990,337
Cost of sales, exclusive of depreciation and amortization
Contract operations
343,136
323,052
306,748
Aftermarket services
166,289
135,449
142,271
Total cost of sales, exclusive of depreciation and amortization
509,425
458,501
449,019
Selling, general and administrative
147,806
139,121
116,639
Depreciation and amortization
256,761
193,194
166,241
Long-lived and other asset impairment
18,290
10,681
12,041
Restructuring charges
1,605
—
1,775
Debt extinguishment loss
890
3,181
—
Interest expense
165,340
123,610
111,488
Transaction-related costs
12,705
13,249
—
Gain on sale of assets, net
( 47,081 )
( 17,887 )
( 10,199 )
Other expense, net
439
1,561
1,086
Income before income taxes
423,638
232,380
142,247
Provision for income taxes
100,845
60,149
37,249
Income before equity in net loss of unconsolidated affiliate
322,793
172,231
104,998
Equity in net loss of unconsolidated affiliate
503
—
—
Net income
$
322,290
$
172,231
$
104,998
Basic and diluted earnings per common share
$
1.83
$
1.05
$
0.67
Weighted-average common shares outstanding:
Basic
174,437
162,037
154,126
Diluted
174,753
162,375
154,344
The accompanying notes are an integral part of these consolidated financial statements.
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Archrock, Inc.
Consolidated Statements of Equity
(in thousands, except share amounts)
Additional
Common Stock
Paid-in
Accumulated
Treasury Stock
Amount
Shares
Capital
Deficit
Amount
Shares
Total
Balance at December 31, 2022
$
1,634
163,439,013
$
3,456,777
$
( 2,509,133 )
$
( 88,585 )
( 7,810,548 )
$
860,693
Shares repurchased
—
—
—
—
( 8,860 )
( 750,374 )
( 8,860 )
Shares withheld related to net settlement of equity awards
—
—
—
—
( 3,829 )
( 388,128 )
( 3,829 )
Cash dividends ($ 0.61 per common share)
—
—
( 95,796 )
—
—
( 95,796 )
Shares issued under ESPP
1
82,359
816
—
—
—
817
Stock-based compensation, net of forfeitures
15
1,463,029
12,983
—
—
( 71,404 )
12,998
Net income
—
—
—
104,998
—
—
104,998
Balance at December 31, 2023
$
1,650
164,984,401
$
3,470,576
$
( 2,499,931 )
$
( 101,274 )
( 9,020,454 )
$
871,021
Shares repurchased
—
—
—
—
( 13,337 )
( 732,826 )
( 13,337 )
Shares withheld related to net settlement of equity awards
—
—
—
—
( 6,574 )
( 392,177 )
( 6,574 )
Cash dividends ($ 0.67 per common share)
—
—
( 110,374 )
—
—
( 110,374 )
Shares issued under ESPP
—
65,824
1,117
—
—
—
1,117
Stock-based compensation, net of forfeitures
8
776,635
14,638
—
—
( 37,528 )
14,646
Net proceeds from issuance of common stock
127
12,650,000
255,620
—
—
—
255,747
Shares issued for TOPS Acquisition
69
6,873,650
138,985
—
—
—
139,054
Net income
—
—
—
172,231
—
—
172,231
Balance at December 31, 2024
$
1,854
185,350,510
$
3,880,936
$
( 2,438,074 )
$
( 121,185 )
( 10,182,985 )
$
1,323,531
Shares repurchased
—
—
—
—
( 70,239 )
( 2,978,111 )
( 70,239 )
Shares retired
( 38 )
( 3,813,831 )
( 76,574 )
—
76,613
3,813,831
—
Shares withheld related to net settlement of equity awards
—
—
—
—
( 15,004 )
( 505,577 )
( 15,004 )
Cash dividends ($ 0.80 per common share)
—
—
—
( 141,602 )
—
—
( 141,602 )
Shares issued under ESPP
—
72,189
1,633
—
—
—
1,633
Stock-based compensation, net of forfeitures
8
824,377
17,263
—
—
( 24,912 )
17,271
Time-based cash or equity settled units settled as equity
1
62,500
1,755
—
—
—
1,756
Contribution to Enerflex
—
—
( 1,123 )
—
—
—
( 1,123 )
Shares issued for NGCS Acquisition
22
2,251,014
52,944
—
—
—
52,966
Net income
—
—
—
322,290
—
—
322,290
Balance at December 31, 2025
$
1,847
184,746,759
$
3,876,834
$
( 2,257,386 )
$
( 129,816 )
( 9,877,754 )
$
1,491,479
The accompanying notes are an integral part of these consolidated financial statements.
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Archrock, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025
2024
2023
Cash flows from operating activities:
Net income
$
322,290
$
172,231
$
104,998
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
256,761
193,194
166,241
Long-lived and other asset impairment
18,290
10,681
12,041
Non-cash restructuring charges
—
—
221
Equity in net loss of unconsolidated affiliate
503
—
—
Unrealized change in fair value of investment in unconsolidated affiliate
25
1,484
973
Inventory write-downs
913
550
545
Amortization of operating lease right-of-use assets
4,675
3,852
3,319
Amortization of deferred financing costs
6,360
5,072
5,729
Amortization of debt premium
( 2,006 )
( 2,006 )
( 2,006 )
Amortization of capitalized implementation costs
3,335
3,009
2,624
Debt extinguishment loss
890
3,181
—
Stock-based compensation expense
19,027
14,646
12,998
Provision for credit losses
1,164
381
224
Gain on sale of assets, net
( 47,081 )
( 17,887 )
( 10,199 )
Deferred income tax provision
97,791
58,090
35,658
Amortization of contract costs
22,061
23,877
21,289
Deferred revenue recognized in earnings
( 23,983 )
( 15,001 )
( 16,464 )
Changes in operating assets and liabilities:
Accounts receivable, net
( 9,291 )
524
( 9,123 )
Inventory
( 10,477 )
( 1,920 )
4,189
Other assets
( 45,212 )
( 2,537 )
( 1,895 )
Contract costs
( 23,560 )
( 23,902 )
( 24,292 )
Accounts payable and other liabilities
3,501
( 15,850 )
( 12,166 )
Deferred revenue
26,031
18,052
15,386
Other
100
( 130 )
( 103 )
Net cash provided by operating activities
622,107
429,591
310,187
Cash flows from investing activities:
Capital expenditures
( 502,465 )
( 359,032 )
( 298,632 )
Proceeds from sale of business
71,000
—
—
Proceeds from sale of property, equipment and other assets
120,839
67,591
72,206
Proceeds from insurance and other settlements
3,811
45
1,222
Cash paid in TOPS Acquisition, net of cash acquired
—
( 866,170 )
—
Cash paid in NGCS Acquisition, net of cash acquired
( 294,613 )
—
—
Investments in unconsolidated affiliates
( 5,471 )
( 2,497 )
( 7,287 )
Net cash used in investing activities
( 606,899 )
( 1,160,063 )
( 232,491 )
Cash flows from financing activities:
Borrowings of long-term debt
2,143,151
1,429,500
802,825
Repayments of long-term debt
( 1,633,001 )
( 1,308,200 )
( 767,050 )
Redemption and partial repayment of 2027 Notes
( 300,000 )
( 201,987 )
—
Proceeds from 2032 Notes offering
—
700,000
—
Payments of debt issuance costs
( 1,890 )
( 12,338 )
( 6,031 )
Dividends paid to stockholders
( 141,602 )
( 110,374 )
( 95,796 )
Repurchases of common stock
( 70,239 )
( 13,337 )
( 8,860 )
Taxes paid related to net share settlement of equity awards
( 15,004 )
( 6,574 )
( 3,829 )
Net proceeds from issuance of common stock
—
255,747
—
Proceeds from stock issued under ESPP
1,633
1,117
817
Contribution to Enerflex
( 1,123 )
—
—
Net cash (used in) provided by financing activities
( 18,075 )
733,554
( 77,924 )
Net (decrease) increase in cash and cash equivalents
( 2,867 )
3,082
( 228 )
Cash and cash equivalents, beginning of period
4,420
1,338
1,566
Cash and cash equivalents, end of period
$
1,553
$
4,420
$
1,338
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Table of Contents
Archrock, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Supplemental disclosure of cash flow information:
Interest paid
$
160,986
$
120,544
$
107,765
Supplemental disclosure of non-cash investing transactions:
Accrued capital expenditures
$
8,900
$
19,742
$
25,689
Issuance of Archrock common stock pursuant to TOPS Acquisition
—
139,054
—
Issuance of Archrock common stock pursuant to NGCS Acquisition
52,966
—
—
The accompanying notes are an integral part of these consolidated financial statements .
F-7
Table of Contents
ARCHROCK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
We are an energy infrastructure company with a primary focus on midstream natural gas compression. We are a premier provider of natural gas compression services, in terms of total compression fleet horsepower, to customers in the energy industry throughout the U.S., and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. Our business supports a must–run service that is essential to the production, processing, transportation and storage of natural gas.
We operate in two business segments: contract operations and aftermarket services. Our contract operations business primarily includes designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. Our aftermarket services business provides a full range of services to support the compression needs of our customers that own compression equipment, including operations, maintenance, overhaul and reconfiguration services and sales of parts and components.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
Our Financial Statements include the accounts of Archrock and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Our Financial Statements are prepared in accordance with GAAP and the rules and regulations of the SEC. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures of contingent assets and liabilities. Because of the inherent uncertainties in this process, actual future results could differ from those expected as of the reporting date. Management believes that the estimates and assumptions used are reasonable.
Except as otherwise noted, any capitalized term used but not defined in our Financial Statements or our 2025 Form 10-K shall have the same meaning provided in our 2024 Form 10-K.
Significant Accounting Policies
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses
The contractual life of our trade receivables is primarily 30 days based on the payment terms specified in the contract. Contract operations services are generally billed monthly at the beginning of the month in which service is being provided. Aftermarket services billings typically occur when parts are delivered or service is completed. Due to the short–term nature of our trade accounts receivable, we consider the amortized cost to be the same as the carrying value amount of the receivable, excluding the allowance for credit losses.
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Table of Contents
Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
We recognize an allowance for credit losses when a receivable is recorded, even when the risk of loss is remote. We utilize an aging schedule to determine our allowance for credit losses, and measure expected credit losses on a collective (pool) basis when similar risk characteristics exist. We rely primarily on ratings assigned by external rating agencies and credit monitoring services to assess credit risk and aggregate customers first by low, medium or high-risk asset pools, and then by delinquency status. We also consider the internal risk associated with geographic location and the services we provide to the customer when determining asset pools. If a customer does not share similar risk characteristics with other customers, we evaluate the customer’s outstanding trade receivables for expected credit losses on an individual basis. Each reporting period, we reassess our customers’ risk profiles and determine the appropriate asset pool classification, or perform individual assessments of expected credit losses, based on the customers’ risk characteristics at the reporting date.
Loss rates are separately determined for each asset pool based on the length of time a trade receivable has been outstanding. We analyze two years of internal historical loss data, including the effects of prepayments, write–offs and subsequent recoveries, to determine our historical loss experience. Our historical loss information is a relevant data point for estimating credit losses, as the data closely aligns with trade receivables due from our customers. Ratings assigned by external rating agencies and credit monitoring services consider past performance and forecasts of future economic conditions in assessing credit risk.
Inventory
Inventory primarily consists of parts used for maintenance of natural gas compression equipment. Inventory is stated at the lower of cost and net realizable value using the average cost method.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and depreciated using the straight–line method over their estimated useful lives as follows:
Compression equipment, facilities and other fleet assets
3 to 30 years
Buildings
20 to 35 years
Transportation and shop equipment
3 to 10 years
Computer hardware and software
3 to 5 years
Other
3 to 10 years
Major improvements that extend the useful life of an asset are capitalized and depreciated over the estimated useful life of the major improvement, up to seven years . Repairs and maintenance are expensed as incurred.
Goodwill
The goodwill acquired in connection with the TOPS Acquisition and the NGCS Acquisition represents the excess of consideration transferred over the fair value of the assets acquired and liabilities assumed. We review the carrying amount of our goodwill on a quarterly basis, or whenever indicators of potential impairment exist, to determine if the carrying amount of a reporting unit exceeds its fair value, including the applicable goodwill. In addition, we perform an annual qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is impaired. If the fair value is more-likely-than-not impaired, we perform a quantitative impairment test to identify impairment and measure the amount of impairment loss to be recognized, if any.
Our qualitative assessment includes consideration of various events and circumstances and their potential impact to a reporting unit’s fair value, including macroeconomic and industry conditions such as a deterioration in our operating environment and limitations on access to capital and other developments in the equity and credit markets, cost factors that could have a negative effect on earnings and cash flows, relevant entity-specific and reporting unit-specific events and overall financial performance such as declining earnings or cash flows or a sustained decrease in share price.
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Table of Contents
Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
The quantitative impairment test (i) allocates our assets and liabilities to our reporting units, contract operations and aftermarket services, (ii) calculates the fair value of the reporting units and (iii) determines the impairment loss, if any, as the amount by which the carrying amount of the reporting unit exceeds its fair value (limited to the total amount of goodwill allocated to that reporting unit). All of the goodwill recognized in the TOPS Acquisition and the NGCS Acquisition was attributed to our contract operations reporting unit.
Leases
We determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. We recognize ROU assets and operating lease liabilities based on the present value of lease payments over the lease term. As the discount rate implicit in the lease is rarely readily determinable, we estimate our incremental borrowing rate using information available at commencement date in determining the present value of the lease payments.
The lease term includes options to extend when we are reasonably certain to exercise the option. Short–term leases, those with an initial term of 12 months or less, are not recorded on the balance sheet. Variable lease costs such as our proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance are not included in the lease liability and are recognized in the period in which they are incurred. Operating lease expense for lease payments is recognized on a straight–line basis over the term of the lease.
Our facility leases, of which we are the lessee, contain lease and nonlease components, which we have elected to account for as a single lease component, as the nonlease components are not significant to the total consideration of the contract and separating the nonlease component would have no effect on lease classification.
For contract operations service agreements in which we are a lessor, we do not account for these agreements as operating leases, as the services nonlease component is predominant over the compression package lease component.
Impairment of Long–Lived Assets
We review long–lived assets, including property, plant and equipment and identifiable intangibles that are being amortized, for impairment whenever events or changes in circumstances, including the removal of compressors from our active fleet, indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows expected from the use of the asset and its eventual disposition are less than its carrying amount. Impairment losses are recognized in the period in which the impairment occurs and represent the excess of the asset carrying value over its fair value.
Internal–Use Software
Certain of our contracts have been deemed to be hosting arrangements that are service contracts. Certain costs incurred for the implementation of a hosting arrangement that is a service contract are capitalized and amortized on a straight–line basis over the term of the respective contract. Amortization begins for each component of the hosting arrangement when the component becomes ready for its intended use.
Capitalized implementation costs are presented in other assets, the same line item in our consolidated balance sheets that a prepayment of the fees for the associated hosting arrangement would be presented. Amortization expense of the capitalized implementation costs is presented in SG&A, the same line item in our consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Revenue Recognition
We recognize revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we are entitled to receive in exchange for those goods or services. Sales and usage–based taxes that are collected from the customer are excluded from revenue.
F-10
Table of Contents
Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Contract Operations
Natural Gas Compression Services. Natural gas compression services are generally satisfied over time, as the customer simultaneously receives and consumes the benefits provided by these services. Our performance obligation is a series in which the unit of service is one month, as the customer receives substantially the same benefit each month from the services regardless of the type of service activity performed, which may vary. If the transaction price is based on a fixed fee, revenue is recognized monthly on a straight–line basis over the period that we are providing services to the customer. Amounts invoiced to customers for costs associated with moving our compression assets to a customer site are also included in the transaction price and are amortized over the initial contract term. We do not consider the effects of the time value of money, as the expected time between the transfer of services and payment for such services is less than one year.
Variable consideration exists if customers are billed at a lesser standby rate when a unit is not running. We recognize revenue for such variable consideration monthly, as the invoice corresponds directly to the value transferred to the customer based on our performance completed to date. The rate for standby service is lower to reflect the decrease in costs and effort required to provide standby service when a unit is not running.
Billable Maintenance Service . We perform billable maintenance service on our natural gas compression equipment at the customer’s request on an as–needed basis. The performance obligation is satisfied, and revenue is recognized at the agreed–upon transaction price at the point in time when service is complete and the customer has accepted the work performed and can obtain the remaining benefits of the service that the unit will provide.
Aftermarket Services
OTC Parts and Components Sales . For sales of OTC parts and components, the performance obligation is generally satisfied at the point in time when delivery takes place, and the customer obtains control of the part or component. The transaction price is the fixed sales price for the part stated in the contract. Revenue is recognized upon delivery, as we have a present right to payment and the customer has legal title.
Maintenance, Overhaul and Reconfiguration Services . For our service activities, the performance obligation is satisfied over time, as the work performed enhances the customer–controlled asset and another entity would not have to substantially re–perform the work we completed if they were to fulfill the remaining performance obligation. The transaction price may be a fixed monthly service fee, a fixed quoted fee or entirely variable, calculated on a time and materials basis.
For service provided based on a fixed monthly fee, the performance obligation is a series in which the unit of service is one month. The customer receives substantially the same benefit each month from the service, regardless of the type of service activity performed, which may vary. As the progress towards satisfaction of the performance obligation is measured based on the passage of time, revenue is recognized monthly based on the fixed fee provided for in the contract.
For service provided based on a quoted fixed fee, progress towards satisfaction of the performance obligation is measured using an input method based on the actual amount of labor and material costs incurred. The amount of the transaction price recognized as revenue each reporting period is determined by multiplying the transaction price by the ratio of actual costs incurred to date to total estimated costs expected for the service. Significant judgment is involved in the estimation of the progress to completion. Any adjustments to the measure of the progress to completion are accounted for on a prospective basis. Changes to the scope of service are recognized as an adjustment to the transaction price in the period in which the change occurs.
Service provided based on time and materials is generally short–term in nature and labor rates and parts pricing is agreed upon prior to commencing the service. We apply an estimated adjusted gross margin percentage, which is fixed based on historical time and materials–based service, to actual costs incurred. We evaluate the estimated adjusted gross margin percentage at the end of each reporting period and adjust the transaction price as appropriate.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Contract Assets and Liabilities
We recognize a contract asset when we have the right to consideration in exchange for goods or services transferred to a customer when the right is conditioned on something other than the passage of time. We recognize a contract liability when we have an obligation to transfer goods or services to a customer for which we have already received consideration.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period of the enactment date.
We record net deferred tax assets to the extent we believe these assets will more-likely-than-not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax–planning strategies and results of recent operations. If a valuation allowance was previously recorded and we subsequently determined we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax assets’ valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with the accounting standard on income taxes under a two–step process whereby (1) we determine whether it is more-likely-than-not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more–likely–than–not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable. Our temporary cash investments have a zero–loss expectation because we maintain minimal balances in our cash investment accounts and have no history of loss. Trade accounts receivable are due from companies of varying size engaged principally in oil and natural gas activities throughout the U.S; therefore, our customers may be similarly affected by changes in economic and other conditions within the industry. We perform periodic evaluations of our customers’ financial condition, including monitoring our customers’ payment history and current credit worthiness to manage this risk. We generally do not obtain collateral for trade accounts receivables, but we may require payment in advance. Payment terms are on a short–term basis and in accordance with industry practice. We consider this credit risk to be limited due to these companies’ financial resources, the nature of the products and services we provide and the terms of our customer agreements.
As of December 31, 2025, two customers accounted for approximately 30 % of our consolidated trade accounts receivable, primarily related to our contract operations segment.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Investments in Unconsolidated Affiliates and Other Strategic Investments
We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a VIE. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance, including evaluating the nature of relationships and activities of the parties involved. We consolidate a VIE if we are the primary beneficiary. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. We periodically reassess whether any changes in an entity’s capital structure or our relationship with the entity affect our VIE determination and, if so, whether we are the primary beneficiary.
Investments in which we are deemed to exert significant influence, but not control, are accounted for using the equity method of accounting, except in cases where the fair value option is elected. For such investments where we have elected the fair value option, the election is irrevocable and is applied on an investment–by–investment basis at initial recognition.
For investments that are not accounted for under the equity method and that do not have readily determinable fair values, we have elected the fair value measurement alternative to record these investments at cost minus impairment, if any, including adjustments for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments in equity securities measured using the fair value measurement alternative are reviewed for impairment or observable price changes in orderly transactions each reporting period.
3. Recent Accounting Developments
Accounting Standards Updates Implemented
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends Topic 326 to provide for a practical expedient for all entities and an accounting policy election for entities other than public business entities related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB ASU 2016-10, Revenue from Contracts with Customers (Topic 606). All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. We adopted ASU 2025-05 on January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on our consolidated financial statements.
Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disclosures, primarily focused on the disclosure of income taxes paid and the rate reconciliation table. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. We adopted ASU 2023-09 retrospectively during the year ended December 31, 2025. See Note 23 (“Income Taxes”) for further details.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Segment Reporting
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment expenses and operating results. ASU 2023-07 allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance. We adopted ASU 2023-07 retrospectively during the year ended December 31, 2024. See Note 28 (“Segments”) for further details.
Business Combinations – Joint Venture Formations
In August 2023, the FASB issued ASU 2023-05, to reduce diversity in practice and provide decision-useful information to a joint venture’s investors by requiring that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture will recognize and initially measure its assets and liabilities at fair value, with exceptions to fair value measurement that are consistent with the business combinations guidance, on the date of formation. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025, may elect to apply the amendments retrospectively if it has sufficient information to do so. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or been made available for issuance, either prospectively or retrospectively. We adopted ASU 2023-05 during the year ended December 31, 2025 and its adoption had no impact on our consolidated financial statements.
Accounting Standards Updates Not Yet Implemented
Accounting for Internal-Use Software Costs
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to clarify and modernize the accounting for costs related to internal-use software. ASU 2025-06 removes all references to software project development stages in Subtopic 350-40 and clarifies cost capitalization may begin when (1) management has authorized and committed to funding the project and (2) it is probable the project will be completed, and the software will be used to perform its intended function and provides new examples to illustrate its application. ASU 2025-06 specifies that the property, plant and equipment disclosure requirements apply to capitalized software costs accounted for under Subtopic 350-40, regardless of how those costs are presented in the financial statements. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which will require tabular disclosures about certain expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Entities are required to adopt ASU 2024-03 prospectively with the option for retrospective application. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
4. Business Transactions
Flowco Disposition
On August 1, 2025, we completed the sale of certain contract operations customer agreements and approximately 155 compressors, comprising approximately 47,000 horsepower, used to provide compression services under those agreements along with other supporting assets, for aggregate total consideration of $ 71.0 million. Goodwill, customer-related intangible assets and deferred revenue were allocated based on a ratio of the horsepower sold relative to the total horsepower of the asset group. The disposal group was classified as held for sale as of June 30, 2025, and its carrying value was adjusted to estimated fair value less costs to sell. We recorded a write-down of $ 9.6 million during the year ended December 31, 2025, which is included in long-lived and other asset impairment in our consolidated statements of operations.
NGCS Acquisition
On May 1, 2025, we completed the NGCS Acquisition, whereby we acquired all of the issued and outstanding equity interests in NGCS, including a fleet of approximately 326,000 operating horsepower and an 18,000 horsepower backlog of contracted new equipment, for aggregate total consideration of $ 349.4 million. Total consideration consisted of $ 296.5 million in cash, of which we paid $ 265.1 million to NGCSI sellers and $ 31.4 million to NGCSE sellers, and approximately 2.3 million shares of common stock issued to NGCSE sellers with an NGCS acquisition date fair value of $ 53.0 million. The cash portion of the purchase price was funded with borrowings under the Credit Facility. In accordance with the terms of the Merger Agreement, customary post-closing adjustments were made during the third quarter of 2025, resulting in a reduction to the purchase price of approximately $ 2.0 million.
The NGCS Acquisition was accounted for using the acquisition method of accounting, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the NGCS acquisition date. The excess of the consideration transferred over those fair values is recorded as goodwill. The preliminary allocation of the purchase price, which is subject to certain adjustments, was based upon preliminary valuations. Our estimates and assumptions are subject to change upon the completion of management’s review of the final valuations. We are in the process of finalizing valuations related to deferred tax liabilities, tax contingencies and goodwill, which could impact future income tax expense. The final valuation of net assets acquired is expected to be completed as soon as practicable, but no later than one year from the NGCS acquisition date.
The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed as of the NGCS acquisition date:
(in thousands)
NGCSI
NGCSE
NGCS
Cash
$
1,671
$
188
$
1,859
Accounts receivable
4,960
47
5,007
Inventory
11,385
—
11,385
Other current assets
143
—
143
Property, plant and equipment
200,637
40,460
241,097
Operating lease right of use asset
138
—
138
Goodwill
51,491
22,091
73,582
Intangible assets
33,320
31,210
64,530
Other assets
385
—
385
Accounts payable, trade
( 2,700 )
( 49 )
( 2,749 )
Accrued liabilities
( 1,751 )
( 225 )
( 1,976 )
Operating lease liabilities
( 138 )
—
( 138 )
Deferred tax liabilities
( 33,988 )
( 9,374 )
( 43,362 )
Other liabilities
( 463 )
—
( 463 )
Purchase price
$
265,090
$
84,348
$
349,438
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Goodwill
The amount of goodwill resulting from the NGCS Acquisition is attributable to the expansion of our services in the Permian Basin where we currently operate and was allocated to our contract operations segment. The goodwill recorded is considered to have an indefinite life and will be reviewed annually for impairment or more frequently if indicators of potential impairment exist. None of the goodwill recorded for the NGCS Acquisition is expected to be deductible for U.S. federal income tax purposes.
Tax Contingency and Indemnification
We recorded a non-income tax-based contingency of $ 0.5 million and a corresponding indemnification asset of $ 0.5 million based on facts existing on the NGCS acquisition date. The non-income tax-based contingency arose from pre-acquisition activity at NGCS. As part of the NGCS Acquisition, the sellers agreed to indemnify us for certain non-income tax and environmental contingencies up to $ 11.4 million as of the NGCS acquisition date. Dependent upon facts and circumstances, the sellers’ indemnification obligation may be reduced over a period of four years from the NGCS acquisition date but may also be extended until the resolution of claims timely submitted to the sellers.
Results of Operations
The results of operations attributable to the NGCS Acquisition have been included in our consolidated financial statements as part of our contract operations segment since the NGCS acquisition date. Revenue attributable to the assets acquired from the NGCS acquisition date through December 31, 2025 was $ 52.5 million. We are unable to provide earnings attributable to the assets acquired and liabilities assumed since the NGCS acquisition date, as we do not prepare full stand-alone earnings reports for those assets and liabilities.
Transaction-Related Costs
The following table presents transaction-related costs incurred in connection with the NGCS Acquisition by cost type:
(in thousands)
Year Ended December 31, 2025
Professional fees (1)
$
6,897
Compensation-related costs (2)
1,780
Other costs
454
Total transaction-related costs
$
9,131
(1) Professional fees include legal, advisory, consulting and other fees.
(2) Compensation-related costs include amounts related to NGCSI employee retention and severance associated with the NGCS Acquisition. Payments are due and payable at various times up to and including the one-year anniversary of the NGCS Acquisition.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Unaudited Pro Forma Financial Information
The unaudited pro forma financial information for the years ended December 31, 2025 and 2024 was derived by adjusting our historical financial statements in order to give effect to the assets acquired and liabilities assumed in the NGCS Acquisition. The NGCS Acquisition is presented in this unaudited pro forma financial information as though the acquisition occurred as of January 1, 2024, and reflects the following:
● the effects of the NGCSI employee retention and other compensation-related arrangements associated with the NGCS Acquisition;
● the application of our accounting policies and adjusting the results of NGCS to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 1, 2024;
● the interest expense resulting from borrowings under the Credit Facility used to fund the cash portion of the purchase price;
● the amortization of debt issuance costs associated with the Second Amendment to the Amended and Restated Credit Agreement;
● the exclusion of $ 7.4 million of nonrecurring financial advisory, legal, audit and other professional fees incurred related to the NGCS Acquisition and recorded to transaction-related costs in our consolidated statements of operations during the year ended December 31, 2025. The year ended December 31, 2024 pro forma earnings were adjusted to reflect these charges; and
● the income tax effects of the adjustments based on the estimated blended statutory tax rate of 23 % .
The unaudited pro forma financial information below combines the effects of the NGCSI Merger Agreement and the NGCSE Merger Agreement, as the Merger Agreements were negotiated as a single transaction and mutually dependent to close. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of our results of operations that would have occurred had the NGCS Acquisition been consummated at the beginning of the period presented, nor is it necessarily indicative of future results.
Year ended December 31,
(in thousands)
2025
2024
Revenue
$
1,516,095
$
1,236,300
Net income attributable to Archrock stockholders
330,079
163,367
TOPS Acquisition
On August 30, 2024, we completed the TOPS Acquisition, whereby we acquired all of the issued and outstanding equity interests in TOPS, including a fleet of approximately 580,000 horsepower, including approximately 530,000 operating horsepower, for aggregate consideration consisting of $ 868.7 million in cash and approximately 6.9 million shares of common stock with a TOPS acquisition date fair value of $ 139.1 million. The cash portion of the purchase price was funded with proceeds from the July 2024 Equity Offering, the 2032 Notes offering and borrowings under the Credit Facility. In accordance with the terms of the purchase and sale agreement, customary post-closing adjustments were made during the fourth quarter of 2024, resulting in a $ 0.4 million reduction to the purchase price .
The TOPS Acquisition was accounted for using the acquisition method of accounting, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the TOPS acquisition date. The excess of the consideration transferred over those fair values was recorded as goodwill.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
The following table summarizes the purchase price allocation based on the fair values of the assets acquired and liabilities assumed as of the TOPS acquisition date:
(in thousands)
Cash
$
2,498
Accounts receivable
9,737
Inventory
7,346
Other current assets
495
Property, plant and equipment
912,877
Operating lease right-of-use assets
1,424
Goodwill
52,155
Intangible assets
76,228
Other assets
4,032
Accounts payable, trade
( 48,946 )
Accrued liabilities
( 4,667 )
Operating lease liabilities
( 1,424 )
Other liabilities
( 4,032 )
Purchase price
$
1,007,723
Goodwill
The amount of goodwill resulting from the TOPS Acquisition is attributable to the expansion of our services in the Permian Basin, where we currently operate, and was allocated to our contract operations segment. The goodwill recorded is considered to have an indefinite life and will be reviewed annually for impairment or more frequently if indicators of potential impairment exist. All of the goodwill recorded for the TOPS Acquisition is expected to be deductible for U.S. federal income tax purposes.
Tax Contingency and Indemnification Asset
We recorded a non-income tax based contingency of $ 4.3 million and a corresponding indemnification asset of $ 4.3 million based on facts existing on the TOPS acquisition date. The tax contingency arose from pre-acquisition activities of TOPS. As part of the acquisition, the sellers agreed to indemnify us for certain tax contingencies up to $ 21.6 million as of the TOPS acquisition date. Dependent upon facts and circumstances, the sellers’ indemnification obligation may be reduced over a period of five years from the TOPS acquisition date but may also be extended until the resolution of claims timely submitted to the sellers.
Results of Operations
The results of operations attributable to the TOPS Acquisition have been included in our consolidated financial statements as part of our contract operations segment since the TOPS acquisition date. Revenue attributable to the assets acquired from the TOPS acquisition date through December 31, 2024 was $ 65.5 million. We are unable to provide earnings attributable to the assets acquired and liabilities assumed since the TOPS acquisition date, as we do not prepare full stand-alone earnings reports for those assets and liabilities.
Transaction-Related Costs
We recorded $ 3.6 million and $ 13.2 million of transaction-related costs in our consolidated statements of operations during the years ended December 31, 2025 and December 31, 2024, respectively.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
The following table presents transaction-related cost incurred by cost type:
Year Ended December 31,
(in thousands)
2025
2024
Professional fees (1)
$
936
$
11,387
Compensation-related costs (2)
2,618
1,553
Other costs
20
309
Total transaction-related costs
3,574
13,249
(1) Professional fees include legal, advisory, consulting and other fees.
(2) Compensation-related costs include amounts related to employee retention and other compensation related arrangements associated with the acquisition. Payments are due and payable at various times up to and including the two-year anniversary of the TOPS Acquisition.
Unaudited Pro Forma Financial Information
The unaudited pro forma financial information for the years ended December 31, 2024 and 2023 was derived by adjusting our historical financial statements in order to give effect to the assets acquired and liabilities assumed in the TOPS Acquisition. The TOPS Acquisition is presented in this unaudited pro forma financial information as though the acquisition occurred as of January 1, 2023, and reflects the following:
● the effects of the employee retention and other compensation-related arrangements associated with the TOPS Acquisition;
● the application of our accounting policies and adjusting the results of TOPS to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 1, 2023;
● the interest expense resulting from the 2032 Notes, the 2027 Notes Tender Offer, and the First Amendment to the Amended and Restated Credit Agreement;
● the exclusion of $ 11.4 million of nonrecurring financial advisory, legal, audit and other professional fees incurred related to the acquisition and recorded to transaction-related costs in our consolidated statements of operations during the year ended December 31, 2024. For the year ended December 31, 2023, pro forma earnings were adjusted to reflect these charges; and
● the income tax effects of the adjustments based on the estimated blended statutory tax rate of 23 % .
The unaudited pro forma financial information below is presented for informational purposes only and is not necessarily indicative of our results of operations that would have occurred had the transaction been consummated at the beginning of the period presented, nor is it necessarily indicative of future results.
Year Ended December 31,
(in thousands)
2024
2023
Revenue
$
1,266,659
$
1,099,080
Net income attributable to Archrock stockholders
191,434
78,554
Valuation Methodologies
The valuation methodologies and significant inputs for fair value measurements associated with our business acquisitions are detailed by significant asset class below. The fair value measurements for property, plant and equipment and intangible assets are based on significant inputs that are not observable in the market and therefore represent Level 3 measurements.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Property, Plant and Equipment
Property, plant and equipment is primarily comprised of electric motor drive compression equipment that will depreciate on a straight-line basis over an estimated average remaining useful life of 15 years for the NGCS Acquisition and 25 years for the TOPS Acquisition. The fair value of the property, plant and equipment was determined using both the cost and market approach. For most of the compression equipment, we estimated the replacement cost using the direct cost method by evaluating recent purchases of similar assets or published data, then adjusting the replacement cost for physical deterioration and functional and economic obsolescence, as applicable. For certain compression equipment, we then considered the market approach by comparing our estimated dollar per horsepower to market comparables and market participant assumptions and adjusted as necessary.
Other fixed assets were valued using the indirect cost method, whereby we applied asset-specific trend information using published indexes to calculate the estimated replacement cost of assets that were identified to be reflected at historical cost. Other assets were depreciated based on published normal useful life estimates and prior experience with similar assets.
Intangible Assets
The intangible assets consist of customer relationships and trade names that have estimated useful lives of 12 years and five years , respectively. The amount of intangible assets and their associated useful lives were determined based on the period over which the assets are expected to contribute directly or indirectly to our future cash flows.
The fair value of the identifiable intangible assets related to customer relationships was determined using the multi-period excess earnings method, which is a specific application of the discounted cash flow method, an income approach, whereby we estimated and then discounted the future cash flows of the intangible asset by adjusting overall business revenue for attrition, obsolescence, cost of sales, operating expenses, taxes and the required returns attributable to other contributory assets acquired. Significant estimates made in arriving at expected future cash flows included our expected customer attrition rate and the amount of earnings attributable to the assets. To discount the estimated future cash flows, we utilized a discount rate that was at a premium to our WACC to reflect the less liquid nature of the customer relationships relative to the tangible assets acquired.
The trade name fair market value was measured using the relief-from-royalty method under the income approach, whereby we calculated the royalty savings by estimating a reasonable royalty rate that a third party would negotiate in a licensing agreement expressed as a percentage of total revenue involving a trade name. The revenue related to the trade name was multiplied by the selected royalty rate over the estimated expected useful life of the trade name to arrive at the royalty savings. The royalty savings were tax effected and discounted to present value using a discount rate commensurate with the risk profile of the trade name relative to our WACC and the return on the other acquired assets.
5. Accounts Receivable, net
Accounts receivable, net is comprised of the following:
December 31,
(in thousands)
2025
2024
Customer related:
Third party
$
128,318
$
123,107
Related parties (1)
1,739
3,585
Other
13,475
6,200
Accounts receivable
143,532
132,892
Allowance for credit losses
( 1,205 )
( 414 )
Accounts receivable, net
$
142,327
$
132,478
(1) See Note 27 (“ Related Party Transactions ”) for further details.
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Notes to Consolidated Financial Statements (continued)
As of December 31, 2025 and 2024, our receivables from contracts with customers, net of allowance for credit losses, were $ 128.9 million and $ 126.3 million, respectively.
Allowance for Credit Losses
The changes in our allowance for credit losses are as follows:
Year Ended December 31,
(in thousands)
2025
2024
2023
Balance at beginning of period
$
414
$
587
$
1,674
Provision for credit losses
1,164
381
224
Write-offs charged against allowance
( 373 )
( 554 )
( 1,311 )
Balance at end of period
$
1,205
$
414
$
587
6. Inventory
Inventory is comprised of the following:
December 31,
(in thousands)
2025
2024
Parts and supplies
$
96,943
$
76,505
Work in progress
12,804
13,181
Inventory
$
109,747
$
89,686
During the years ended December 31, 2025, 2024 and 2023 we recorded write–downs to inventory of $ 0.9 million, $ 0.6 million and $ 0.5 million, respectively, for inventory considered to be excess, obsolete or carried at an amount in excess of net realizable value.
7. Property, Plant and Equipment, net
Property, plant and equipment, net is comprised of the following:
(in thousands)
2025
2024
Compression equipment, facilities and other fleet assets
$
4,791,318
$
4,392,818
Land and buildings
36,058
32,060
Transportation and shop equipment
147,160
118,413
Computer hardware and software
79,367
78,021
Other
11,997
7,411
Property, plant and equipment
5,065,900
4,628,723
Accumulated depreciation
( 1,407,811 )
( 1,304,893 )
Property, plant and equipment, net
$
3,658,089
$
3,323,830
Depreciation expense was $ 242.3 million, $ 185.1 million and $ 159.3 million during the years ended December 31, 2025, 2024 and 2023, respectively. Assets under construction of $ 95.7 million and $ 125.0 million at December 31, 2025 and 2024, respectively, primarily consisted of compression equipment and other fleet assets .
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Notes to Consolidated Financial Statements (continued)
8. Leases
We have operating leases for office space, temporary housing, storage and shops. Our leases have remaining lease terms of less than one year to approximately seven years and most include options to extend the lease term, at our discretion, for an additional one to ten years . We are not, however, reasonably certain that we will exercise any of the options to extend them and as such, they have not been included in the remaining lease terms.
Financial and other supplemental information related to our operating leases is as follows:
December 31,
(in thousands)
Classification
2025
2024
ROU assets
Operating lease ROU assets
$
13,581
$
15,365
Lease liabilities
Current
Accrued liabilities
$
4,314
$
4,121
Noncurrent
Operating lease liabilities
10,220
12,415
Total lease liabilities
$
14,534
$
16,536
Year Ended December 31,
(in thousands)
2025
2024
2023
Operating lease cost
$
5,620
$
4,607
$
4,131
Short-term lease cost
872
390
412
Variable lease cost
2,446
1,901
1,881
Total lease cost
$
8,938
$
6,898
$
6,424
Year Ended December 31,
(in thousands)
2025
2024
2023
Operating cash flows - cash paid for amounts included in the measurement of operating lease liabilities
$
5,837
$
6,692
$
6,157
Operating lease ROU assets obtained in exchange for lease liabilities, net (1)
2,848
5,120
710
(1) Includes decreases to our ROU assets of $ 0.9 million, and $ 0.4 million related to lease modifications during 2025 and 2023 respectively. There were no lease modifications during 2024 that resulted in decreases to our ROU assets.
December 31,
2025
2024
2023
Weighted-average remaining lease term (in years)
4.2
4.9
6.0
Weighted-average discount rate
5.9
%
5.6
%
4.9
%
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Remaining maturities of our lease liabilities as of December 31, 2025 are as follows:
(in thousands)
2026
$
4,675
2027
3,658
2028
2,950
2029
2,771
2030
1,902
Thereafter
435
Total lease payments
16,391
Less: Interest
( 1,857 )
Total lease liabilities
$
14,534
9. Goodwill and Intangible Assets, net
Goodwill
The amount of goodwill resulting from the TOPS Acquisition and the NGCS Acquisition is attributable to the expansion of our services in the Permian Basin where we currently operate and was allocated to our contract operations segment. Goodwill is considered to have an indefinite life and is reviewed on a quarterly basis for impairment or more frequently if indicators of potential impairment exist. During the fourth quarter of 2025, we performed an annual qualitative goodwill impairment assessment and determined that it is not more-likely-than-not that the fair value of our reporting unit is impaired. As a result, we determined that performance of a quantitative impairment test is not required. See Note 4 (“Business Transactions”) for further details.
The changes in goodwill are as follows:
December 31,
(in thousands)
2025
2024
Balance at beginning of period
$
52,155
$
—
TOPS Acquisition
—
52,155
NGCS Acquisition
73,582
—
Flowco Disposition
( 548 )
—
Balance at end of period
$
125,189
$
52,155
Intangible Assets, net
Intangible assets include customer relationships associated with various business and asset acquisitions as well as trade name intangible assets associated with the TOPS Acquisition and the NGCS Acquisition. These acquired intangible assets were recorded at fair value determined as of the TOPS acquisition date and the NGCS acquisition date and are being amortized over the period we expect to benefit from the assets. See Note 4 (“Business Transactions”) for further details.
Intangible assets, net is comprised of the following:
December 31,
(in thousands)
2025
2024
Gross carrying amount
$
202,808
$
218,564
Accumulated amortization
( 58,861 )
( 120,293 )
Intangible assets, net
$
143,947
$
98,271
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Intangible assets are amortized on a straight–line basis with estimated useful lives ranging from five to 25 years . Amortization expense was $ 14.5 million, $ 8.1 million and $ 6.9 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Estimated amortization expense for each of the subsequent five fiscal years and thereafter is expected to be as follows:
(in thousands)
2026
$
15,624
2027
14,749
2028
14,394
2029
13,730
2030
12,193
Thereafter
73,257
Total
$
143,947
10. Contract Costs
For our contract operations segment, we capitalize incremental costs to obtain a contract with a customer if we expect to recover those costs. Capitalized contract costs include commissions paid to our sales force to obtain contract operations contracts. We expense commissions paid for sales of service contracts and OTC parts and components within our aftermarket services segment, as the amortization period is less than one year. We had contract costs of $ 3.1 million and $ 4.1 million associated with sales commissions recorded in our consolidated balance sheets as of December 31, 2025 and 2024, respectively.
For our contract operations segment, we capitalize costs incurred to fulfill a contract if those costs relate directly to a contract, enhance resources that we will use in satisfying performance obligations and if we expect to recover those costs. Contract costs incurred to fulfill our customer contracts include freight charges to transport compression assets before transferring services to the customer and mobilization activities associated with our contract operations services. Aftermarket services fulfillment costs are recognized based on the percentage–of–completion method applicable to the customer contract and do not typically result in the recognition of a contract asset. We had contract costs of $ 20.2 million and $ 19.8 million associated with freight and mobilization recorded in our consolidated balance sheets as of December 31, 2025 and 2024, respectively.
Contract operations costs to obtain and fulfill a contract are amortized based on the transfer of service to which the assets relate, which is estimated based on the average contract term, including anticipated renewals. Annually, we assess whether the estimate fairly represents the average contract term and adjust as appropriate. Contract costs associated with commissions are amortized to SG&A. Contract costs associated with freight and mobilization are amortized to cost of sales, exclusive of depreciation and amortization. During the years ended December 31, 2025, 2024 and 2023, we amortized $ 2.8 million, $ 2.3 million and $ 1.9 million, respectively, related to sales commissions, and $ 19.3 million, $ 21.5 million and $ 19.4 million, respectively, related to freight and mobilization.
11. Hosting Arrangements
Capitalized implementation costs and accumulated amortization related to our hosting arrangements that are service contracts are as follows:
December 31,
(in thousands)
2025
2024
Hosting arrangements
$
23,095
$
20,002
Accumulated amortization
( 11,664 )
( 8,329 )
Hosting arrangements, net
$
11,431
$
11,673
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
These costs are included in other assets in our consolidated balance sheets. Amortization expense, which is recorded in SG&A in our consolidated statements of operations, was $ 3.3 million, $ 3.0 million and $ 2.6 million during the years ended December 31, 2025, 2024 and 2023, respectively.
12. Investments in Unconsolidated Affiliates and Other Strategic Investments
Investment in FGC Holdco
On October 1, 2024, we, together with ColdStream, entered into a limited liability agreement with FGC Holdco, a company that designs, manufactures and sells MaCH 4 NRS equipment, through distributors. As of the effective date of the agreement, FGC Holdco had initial authorized capital of 1.0 million units, with 68 % of its units issued to ColdStream and 32 % of its units issued to us at a cost of $ 0.001 per unit. Subject to certain contractual provisions, we are obligated to fund, as capital contributions, our proportionate share of FGC Holdco’s general, administrative and operational costs and expenses. During the year ended December 31, 2025, we invested $ 0.5 million in FGC Holdco, and as of both December 31, 2025 and 2024, the carrying value of our investment in FGC Holdco, including transaction costs of $ 0.2 million, was $ 0.2 million, which is included in other assets in our consolidated balance sheets.
We determined FGC Holdco is a VIE over which we do not have the power to direct the activities that most significantly impact economic performance and therefore are not the primary beneficiary. The board of directors of FGC Holdco have control over the activities that most significantly impact the economic performance, and while we have voting rights through board participation, we do not have the ability to control board decisions. We apply the equity method of accounting to account for this investment. The carrying value of our equity investment is impacted by our share of investee income or loss, distributions, amortization or accretion of basis differences and other-than-temporary impairments.
As of December 31, 2025, we had a $ 0.2 million basis difference between the cost of our investment and our proportionate share of the carrying value of FGC Holdco’s underlying net assets. The basis difference is primarily attributed to intangible assets and is being amortized over the estimated 20-year useful life. Basis differences are updated as needed to reflect the impact of additional capital contributions. We recognized losses of $ 0.5 million related to our investment in FGC Holdco for the year ended December 31, 2025, which is included in equity in net loss of unconsolidated affiliate, in our consolidated statements of operations.
The investment is included in other assets in our consolidated balance sheets. Cash contributions are included in the investing activities section of our consolidated statements of cash flows. See Note 27 (“Related Party Transactions”) for further details.
Investment in Ionada
We are the lead investor in a series A preferred financing round for Ionada, a global carbon capture technology company committed to reducing GHG emissions and creating a sustainable future. As of December 31, 2025 and 2024, we had a fully diluted ownership equity interest in Ionada of 12 %. We have elected the fair value measurement alternative to account for this investment. See Note 25 (“Fair Value Measurements”) for further details.
At December 31, 2025 and 2024, the carrying value of our investment in Ionada was $ 5.5 million, including cumulative transaction costs of $ 0.5 million, and is included in other assets in our consolidated balance sheets. Subject to certain contractual conditions, we may invest on the same terms and conditions as the initial and secondary investments up to $ 6.1 million prior to July 2026, for a fully diluted ownership interest up to 24 %.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Investment in ECOTEC
We hold a 25 % equity interest in ECOTEC, a company specializing in methane emissions detection, monitoring and management. We have elected the fair value option to account for this investment, and during the years ended December 31, 2025, 2024 and 2023, we recognized unrealized losses of $ 0.0 million, $ 1.5 million and $ 1.0 million, respectively, related to the change in fair value of our investment. Changes in the fair value of this investment are recognized in other expense, net in our consolidated statements of operations. During the year ended December 31, 2024, we contributed $ 1.3 million to maintain our 25 % ownership interest in ECOTEC, which is included in other assets in our consolidated balance sheets. See Note 25 (“Fair Value Measurements”) for further details.
Other Strategic Investments
On December 19, 2025, we entered into a SAFE with Shoreline AI, a software-as-a-service company, focused on predictive maintenance for energy infrastructure assets. We have elected the fair value measurement alternative to account for this investment and at December 31, 2025, the carrying value of our investment was equal to its $ 5.2 million cost, including cumulative transaction costs of $ 0.2 million, and is included in other assets in our consolidated balance sheets.
13. Accrued Liabilities
Accrued liabilities are comprised of the following:
December 31,
(in thousands)
2025
2024
Accrued salaries and other benefits
$
61,017
$
56,873
Accrued income and other taxes
17,192
8,434
Accrued interest
31,037
35,366
Accrued sales and use tax audit settlement liabilities
9,867
—
Other accrued liabilities
25,911
23,432
Accrued liabilities
$
145,024
$
124,105
14. Contract Liabilities
As of December 31, 2025 and 2024, our contract liabilities were $ 12.0 million and $ 10.0 million, respectively. These liabilities are included in deferred revenue and other liabilities in our consolidated balance sheets.
During the years ended December 31, 2025 and 2024, we deferred revenue of $ 26.0 million and $ 18.1 million, respectively, and recognized revenue of $ 24.0 million and $ 15.0 million, respectively. The revenue recognized and deferred during the periods is primarily related to freight billings for contract operations and milestone billings for aftermarket services.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
15. Long–Term Debt
Long–term debt is comprised of the following:
(in thousands)
December 31, 2025
December 31, 2024
Credit Facility
$
918,475
$
408,325
6.625 % senior notes due September 2032:
Principal outstanding
700,000
700,000
Unamortized debt issuance costs
( 8,356 )
( 9,609 )
691,644
690,391
6.25 % senior notes due April 2028:
Principal outstanding
800,000
800,000
Unamortized debt premium
4,513
6,519
Unamortized debt issuance costs
( 3,739 )
( 5,401 )
800,774
801,118
6.875 % senior notes due April 2027:
Principal outstanding
—
300,000
Unamortized debt issuance costs
—
( 1,458 )
—
298,542
Long-term debt
$
2,410,893
$
2,198,376
Credit Facility
Third Amendment to the Amended and Restated Credit Agreement
On December 12, 2025, we amended our Amended and Restated Credit Agreement to, among other things, remove the 0.10 % per annum credit spread adjustment that was previously included in the calculation of the interest rate applicable to the loans made under the Credit Facility, decrease the applicable margin for all borrowings by 0.25 % per annum such that the applicable margin for borrowings varies and decrease the commitment fee payable on the daily unused amount of the Credit Facility from 0.375 % per annum to 0.25 % per annum when less than 50 % of the Credit Facility is utilized. We did not incur any transaction costs related to the Third Amendment to the Amended and Restated Credit Agreement.
As of December 31, 2025, there were $ 3.0 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings was 2.0 %. The weighted average annual interest rate on the outstanding balance under our Credit Facility was 5.8 % and 6.8 % at December 31, 2025 and 2024, respectively. We incurred $ 1.9 million, $ 2.1 million and $ 1.7 million in commitment fees during the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, we were in compliance with all covenants under our Amended and Restated Credit Agreement. Additionally, all undrawn capacity on our Credit Facility was available for borrowings as of December 31, 2025.
Second Amendment to the Amended and Restated Credit Agreement
On May 16, 2025, we amended our Amended and Restated Credit Agreement to, among other things, increase the borrowing capacity of the Credit Facility from $ 1.1 billion to $ 1.5 billion and to provide for the ability for the borrowers to request additional increases in the aggregate commitments under the Credit Facility to a total amount not to exceed $ 2.3 billion (with any increase being at the discretion of the lenders and subject to the satisfaction of certain conditions set forth in the Amended and Restated Credit Agreement).
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
During the year ended December 31, 2025, we incurred $ 1.9 million in transaction costs related to the Second Amendment to the Amended and Restated Credit Agreement, which were included in other assets in our consolidated balance sheets and are being amortized over the remaining term of the Credit Facility.
First Amendment to the Amended and Restated Credit Agreement
In August 2024, we amended our Amended and Restated Credit Agreement to, among other things:
● increase the borrowing capacity of the Credit Facility from $ 750.0 million to $ 1.1 billion;
● increase the portion of the Credit Facility available for the issuance of swing line loans from $ 75.0 million to $ 110.0 million;
● increase the cash dominion trigger threshold amount from $ 75.0 million to $ 110.0 million;
● add certain financial institutions as lenders under the Credit Facility;
● join a newly formed wholly owned subsidiary of Archrock Services, L.P. as a guarantor and grantor under the Credit Facility; and
● modify certain other covenants to which we are subject.
We incurred $ 2.6 million in transaction costs related to the First Amendment to the Amended and Restated Credit Agreement, which were included in other assets in our consolidated balance sheets and are being amortized over the remaining term of the Credit Facility.
Amended and Restated Credit Agreement
In May 2023, we amended and restated our Credit Facility to, among other things:
● extend the maturity date of the Credit Facility from November 8, 2024 to May 16, 2028 or December 3, 2027 (if any portion of the 2028 Notes remain outstanding at such date);
● change the referenced rate from LIBOR to SOFR so that borrowings under the Credit Facility bear interest at, based on our election, either a base rate or SOFR, plus an applicable margin; and
● increase the portion of the Credit Facility available for the issuance of swing line loans from $ 50.0 million to $ 75.0 million.
We incurred $ 6.0 million in transaction costs related to the Amended and Restated Credit Agreement, which were included in other assets in our consolidated balance sheets and are being amortized over the remaining term of the Credit Facility. In addition, we wrote off $ 1.0 million of unamortized deferred financing costs as a result of the Amended and Restated Credit Agreement, which was recorded to interest expense in our consolidated statements of operations during the year ended December 31, 2023.
Other Facility Terms
The Credit Facility bears interest at either a base rate or SOFR, at our option, plus an applicable margin. The base rate is the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50 % and (iii) one-month SOFR plus 1.00 %. Depending on our leverage ratio, the applicable margin varies (i) in the case of base rate loans, from 0.75 % to 1.50 % and (ii) in the case of SOFR loans, from 1.75 % to 2.5 %.
The Credit Facility borrowing base consists of eligible accounts receivable, inventory and compressors, the largest of which is compressors. Borrowings under the Credit Facility are secured by substantially all of our personal property assets and certain of our subsidiaries.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
The Amended and Restated Credit Agreement contains various covenants including, but not limited to, restrictions on the use of proceeds from borrowings and limitations on our ability to incur additional indebtedness, engage in transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay distributions. The Amended and Restated Credit Agreement also contains various covenants requiring mandatory prepayments from the net cash proceeds of certain asset transfers.
As of December 31, 2025, the following consolidated financial ratios, as defined in our Amended and Restated Credit Agreement, were required:
EBITDA to Interest Expense
2.5 to 1.0
Senior Secured Debt to EBITDA
3.0 to 1.0
Total Debt to EBITDA (1)
5.25 to 1.0
(1) Subject to a temporary increase to 5.50 to 1.0 for any quarter during which an acquisition satisfying certain thresholds is completed and for the two quarters immediately following such quarter.
2034 Notes
On January 21, 2026, we completed a private offering of $ 800.0 million aggregate principal amount of 6.0 % senior notes due 2034 and received net proceeds of $ 789.4 million after deducting issuance costs. In January 2026, the approximately $ 10.6 million of issuance costs were recorded as deferred financing costs within long-term debt in our consolidated balance sheets and are being amortized to interest expense in our consolidated statement of operations over the term of the notes. The net proceeds were used to repay borrowings outstanding under our Credit Facility.
The 2034 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2034 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act. The 2034 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us, and by all of our existing subsidiaries, other than Archrock Partners Finance Corp., which is the issuer of the 2034 Notes. The 2034 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness.
We may, at our option, redeem all or part of the 2034 Notes at any time on or after February 1, 2029, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to February 1, 2029, we may redeem up to 40 % of the 2034 Notes, in an amount equal to the net cash proceeds of one or more equity offerings, at a specified redemption price, plus any accrued and unpaid interest. We may also redeem all or part of the 2034 Notes at any time prior to February 1, 2029 at a redemption price equal to the principal amount and a make whole premium, plus any accrued and unpaid interest.
The indenture governing the 2034 Notes contains covenants that, among other things, limit our ability to pay dividends on, repurchase or redeem our common stock or repurchase or redeem subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred securities; create or incur certain liens; sell assets; consolidate, merge or transfer all or substantially all of our assets; enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; engage in transactions with affiliates; and create unrestricted subsidiaries. If the 2034 Notes achieve an investment grade rating from any two out of three of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and S&P Global Ratings and no default has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2034 Notes also contains customary events of default.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
2032 Notes
In August 2024, we completed a private offering of $ 700.0 million aggregate principal amount of 6.625 % senior notes due September 2032 and received net proceeds of $ 690.0 million after deducting issuance costs. The $ 10.0 million of issuance costs were recorded as deferred financing costs within long-term debt in our consolidated balance sheets and are being amortized to interest expense in our consolidated statement of operations over the term of the notes. A portion of the net proceeds were used to fund a portion of the cash consideration for the TOPS Acquisition, the 2027 Notes Tender Offer and to repay borrowings outstanding under our Credit Facility.
The 2032 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2032 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act.
The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us, and by all of our existing subsidiaries, other than Archrock Partners Finance Corp., which is the issuer of the 2032 Notes. The 2032 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness.
We may, at our option, redeem all or part of the 2032 Notes at any time on or after September 1, 2027, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to September 1, 2027, we may redeem up to 40 % of the 2032 Notes, in an amount equal to the net cash proceeds of one or more equity offerings, at a specified redemption price, plus any accrued and unpaid interest. We may also redeem all or part of the 2032 Notes at any time prior to September 1, 2027 at a redemption price equal to the principal amount and a make whole premium, plus any accrued and unpaid interest.
The indenture governing the 2032 Notes contains covenants that, among other things, limit our ability to pay dividends on, repurchase or redeem our common stock or repurchase or redeem subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred securities; create or incur certain liens; sell assets; consolidate, merge or transfer all or substantially all of our assets; enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; engage in transactions with affiliates; and create unrestricted subsidiaries. If the 2032 Notes achieve an investment grade rating from each of Moody’s Investors Service, Inc. and S&P Global Ratings and no default has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2032 Notes also contains customary events of default.
2028 Notes
In December 2020, we completed a private offering of $ 300.0 million aggregate principal amount of 6.25 % senior notes due April 2028, which were issued pursuant to the indenture under which we completed a private offering of $ 500.0 million aggregate principal amount of 6.25 % senior notes in December 2019. The notes of the two offerings have identical terms and are treated as a single class of securities. The $ 300.0 million of notes were issued at 104.875 % of their face value and have an effective interest rate of 5.6 %. The $ 500.0 million of notes were issued at 100 % of their face value and have an effective interest rate of 6.8 %. We received net proceeds of $ 309.9 million, after deducting issuance costs of $ 4.7 million, from our December 2020 offering and net proceeds of $ 491.8 million, after deducting issuance costs of $ 8.2 million, from our December 2019 offering.
The net proceeds from the 2028 Notes were used to repay borrowings outstanding under our Credit Facility. Issuance costs related to the 2028 Notes are considered deferred financing costs, and together with the issue premium of the December 2020 offering of 2028 Notes, are recorded within long-term debt in our consolidated balance sheets and are being amortized to interest expense in our consolidated statements of operations over the terms of the notes.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
The 2028 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us and all of our existing subsidiaries, other than Archrock Partners, L.P. and Archrock Partners Finance Corp., which are co–issuers of both offerings, and certain of our future subsidiaries. The 2028 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness.
The 2028 Notes may be redeemed at any time, in whole or in part, at specified redemption prices and make–whole premiums, plus any accrued and unpaid interest.
The indenture governing the 2028 Notes contains covenants that, among other things, limit our ability to pay dividends on, repurchase or redeem our common stock or repurchase or redeem subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred securities; create or incur certain liens; sell assets; consolidate, merge or transfer all or substantially all of our assets; enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; engage in transactions with affiliates; and create unrestricted subsidiaries. If the 2028 Notes achieve an investment grade rating from each of Moody’s Investors Service, Inc. and S&P Global Ratings and no default has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2028 Notes also contains customary events of default.
2027 Notes
In March 2019, we completed a private offering of $ 500.0 million aggregate principal amount of 6.875 % senior notes due April 2027 and received net proceeds of $ 491.2 million after deducting issuance costs of $ 8.8 million. The $ 500.0 million of notes were issued at 100 % of their face value and have an effective interest rate of 7.9 %.
The net proceeds from the 2027 Notes were used to repay borrowings outstanding under our Credit Facility. Issuance costs related to the 2027 Notes were considered deferred financing costs and were recorded within long-term debt in our consolidated balance sheets and were being amortized to interest expense in our consolidated statements of operations over the terms of the notes.
2027 Notes Tender Offer
In connection with the offering of the 2032 Notes, we completed a concurrent cash tender offer of $ 202.0 million, which reflects approximately 101 % of the $ 200.0 million aggregate principal amount of the tendered 2027 Notes and $ 0.2 million of agent and legal fees. On the date of tender, the net carrying value of the tendered 2027 Notes was $ 198.8 million and we recorded a debt extinguishment loss of $ 3.2 million in our consolidated statements of operations during the year ended December 31, 2024.
2027 Notes Redemption
On November 17, 2025, we repurchased our 2027 Notes. The 2027 Notes were redeemed at 100 % of their $ 300.0 million aggregate principal amount plus accrued and unpaid interest of approximately $ 2.6 million with borrowings under the Credit Facility. We recorded a debt extinguishment loss of $ 0.9 million related to unamortized debt issuance costs during the fourth quarter of 2025.
Debt Covenant Compliance
As of December 31, 2025, we were in compliance with all covenants under our Debt Agreements, excluding the 2034 Notes, which were issued in January 2026 and not subject to covenant compliance as of December 31, 2025.
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
Maturities of Long–Term Debt
Principal maturities of long–term debt over the next five years are as follows:
(in thousands)
2026
$
—
2027
—
2028
1,718,475
2029
—
2030
—
Long-term debt maturities through 2030
$
1,718,475
16. Commitments and Contingencies
Insurance Matters
Our business can be hazardous, involving unforeseen circumstances such as uncontrollable flows of natural gas or well fluids and fires or explosions. As is customary in our industry, we review our safety equipment and procedures and carry insurance against some, but not all, risks of our business. Our insurance coverage includes property damage, general liability and commercial automobile liability and other coverage we believe is appropriate. We believe that our insurance coverage is customary for the industry and adequate for our business; however, losses and liabilities not covered by insurance would increase our costs.
Additionally, we are substantially self–insured for workers’ compensation and employee group health claims in view of the relatively high per–incident deductibles we absorb under our insurance arrangements for these risks. Losses up to the deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. We are also self–insured for property damage to our offshore assets.
Tax Matters
We are subject to a number of state and local taxes that are not income–based. As many of these taxes are subject to audit by the taxing authorities, it is reasonably possible that an audit could result in additional taxes due. We accrue for such additional taxes when we determine that it is probable that we have incurred a liability and we can reasonably estimate the amount of the liability. As of both December 31, 2025 and 2024, we accrued $ 7.9 million and $ 8.6 million, respectively, for the outcomes of non–income–based tax audits. We do not expect that the ultimate resolutions of these audits will result in a material variance from the amounts accrued. We do not accrue for unasserted claims for tax audits unless we believe the assertion of a claim is probable, it is probable that it will be determined that the claim is owed and we can reasonably estimate the claim or range of the claim. We believe the likelihood is remote that the impact of potential unasserted claims from non–income–based tax audits could be material to our consolidated financial position, but it is reasonably possible that the resolution of future audits could be material to our consolidated results of operations or cash flows.
As of December 31, 2024, $ 0.6 million of the tax contingencies mentioned above related to audits that had advanced to the contested hearing phase, and by December 31, 2025, these audits are now closed. As of December 31, 2025 and 2024, $ 3.1 million and $ 4.3 million of the tax contingencies mentioned above had an offsetting indemnification asset, respectively.
We settled certain sales and use tax audits for which we recorded a net benefit of $ 27.8 million during the year ended December 31, 2025, which is primarily reflected as a decrease to cost of sales, exclusive of depreciation and amortization. For subsequent open certain sales and use tax periods, we recorded tax credits as a net benefit of $ 8.0 million during the year ended December 31, 2025, which is primarily reflected as a decrease to cost of sales, exclusive of depreciation and amortization. As of December 31, 2025, these settlements and credits were reflected in our consolidated balance sheet as a $ 41.5 million tax refund receivable and an offsetting $ 9.9 million in accrued liabilities and $ 1.0 million in other liabilities.
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Notes to Consolidated Financial Statements (continued)
Litigation and Claims
In the ordinary course of business, we are involved in various pending or threatened legal actions. While we are unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from any of these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows, including our ability to pay dividends. However, because of the inherent uncertainty of litigation and arbitration proceedings, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material adverse effect on our consolidated financial position, results of operations or cash flows, including our ability to pay dividends.
17. Stockholders’ Equity
NGCS Acquisition
On May 1, 2025, we completed the NGCS Acquisition and issued approximately 2.3 million shares of common stock to NGCSE sellers as part of the acquisition purchase price. The NGCS acquisition date fair value was $ 53.0 million and is reflected in common stock and additional paid-in capital in our consolidated statements of equity. See Note 4 (“Business Transactions”) for further details.
TOPS Acquisition
In August 2024, we completed the TOPS Acquisition and issued approximately 6.9 million shares of common stock to the sellers as part of the acquisition purchase price. The TOPS acquisition date fair value was $ 139.1 million and is reflected in common stock and additional paid-in capital in our consolidated statements of equity. See Note 4 (“Business Transactions”) for further details.
July 2024 Equity Offering
In July 2024, Archrock sold, pursuant to a public underwriting offering, approximately 12.7 million shares of common stock, including approximately 1.7 million shares of common stock pursuant to an over-allotment option. Archrock received net proceeds of $ 255.7 million, after deducting underwriting discounts, commissions and offering expenses. Proceeds from this equity offering were used to fund a portion of the TOPS Acquisition.
Share Repurchases
Share Repurchase Program
Our Board of Directors authorized the Share Repurchase Program in April 2023 that allowed us to repurchase and retire up to $ 50.0 million of outstanding common stock. Between April 2024 and October 2025, extensions of the Share Repurchase Program were approved by our Board of Directors authorizing an additional $ 200.0 million, or a total of $250.0 million, to repurchase and retire outstanding common stock through December 31, 2026. As of December 31, 2025, available capacity under the Share Repurchase Program was $ 117.7 million. Under the Share Repurchase Program, shares of our common stock may be repurchased periodically, including in the open market, privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, at any time.
Through December 31, 2025, we repurchased 4,461,311 common shares at an average price of $ 20.72 per share for an aggregate of $ 92.4 million and retired 3,813,831 common shares at an average price of $ 20.09 per share for an aggregate of $ 76.6 million under the Share Repurchase Program. On January 9, 2026, we retired 647,480 common shares at an average price of $ 24.44 per share for an aggregate of $ 15.8 million for shares repurchased during the fourth quarter 2025.
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Notes to Consolidated Financial Statements (continued)
Shares Withheld to Cover
The 2020 Plan allows us to withhold shares upon vesting of restricted stock at the then-current market price to cover taxes required to be withheld on the vesting date.
The following table summarizes shares repurchased and shares withheld:
Year Ended December 31, 2025
(dollars in thousands, except per share amounts)
Total Number of Shares
Average Price per Share
Total Cost of Shares
Shares repurchased under the Share Repurchase Program
2,978,111
$
23.59
$
70,239
Shares withheld related to net settlement of equity awards
505,577
29.68
15,004
Total
3,483,688
$
24.47
$
85,243
Year Ended December 31, 2024
(dollars in thousands, except per share amounts)
Total Number of Shares
Average Price per Share
Total Cost of Shares
Shares repurchased under the Share Repurchase Program
732,826
$
18.20
$
13,337
Shares withheld related to net settlement of equity awards
392,177
16.76
6,574
Total
1,125,003
$
17.70
$
19,911
Cash Dividends
The following table summarizes our dividends declared and paid in each of the quarterly periods of 2025, 2024 and 2023:
Dividends per
(dollars in thousands, except per share amounts)
Common Share
Dividends Paid
2025
Q4
$
0.210
$
36,876
Q3
0.210
36,921
Q2
0.190
33,620
Q1
0.190
34,185
2024
Q4
$
0.175
$
30,690
Q3
0.165
27,865
Q2
0.165
25,819
Q1
0.165
26,000
2023
Q4
$
0.155
$
24,190
Q3
0.155
24,250
Q2
0.150
23,504
Q1
0.150
23,852
On January 29, 2026 , our Board of Directors declared a quarterly dividend of $ 0.22 per share of common stock, or approximately $ 38.7 million, which was paid on February 18, 2026 to stockholders of record at the close of business on February 10, 2026 .
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Notes to Consolidated Financial Statements (continued)
18. Revenue from Contracts with Customers
The following table presents our revenue from contracts with customers by segment and disaggregated by revenue source:
Year Ended December 31,
(in thousands)
2025
2024
2023
Contract operations:
0 ― 1,000 horsepower per unit
$
424,362
$
246,524
$
170,320
1,001 ― 1,500 horsepower per unit
425,969
384,956
350,961
Over 1,500 horsepower per unit
421,165
348,295
287,183
Other (1)
585
630
975
Total contract operations revenue (2)
1,272,081
980,405
809,439
Aftermarket services:
Services
127,146
100,847
98,803
OTC parts and components sales
88,719
76,023
82,095
Other
1,872
316
—
Total aftermarket services revenue (3)
217,737
177,186
180,898
Total revenue
$
1,489,818
$
1,157,591
$
990,337
(1) Primarily relates to fees associated with owned non–compression equipment.
(2) Includes $ 6.1 million, $ 5.3 million and $ 4.2 million during the years ended December 31, 2025, 2024 and 2023, respectively, related to billable maintenance on owned compressors that was recognized at a point in time. All other contract operations revenue is recognized over time.
(3) Services revenue within aftermarket services is recognized over time. OTC parts and components sales and other revenue is recognized at a point in time.
See Note 28 (“Segments”) for further details.
Performance Obligations
As of December 31, 2025, we had $ 851.1 million of remaining performance obligations related to our contract operations segment, which will be recognized through 2032 as follows:
(in thousands)
2026
2027
2028
2029
2030
Thereafter (1)
Total
Remaining performance obligations
$
543,250
$
201,037
$
71,017
$
24,759
$
9,784
$
1,267
$
851,114
(1) Performance obligations of $ 0.7 million and $ 0.6 million during the years ended December 31, 2031 and 2032 , respectively.
We do not disclose the aggregate transaction price for the remaining performance obligations for aftermarket services as there are no contracts with customers with an original contract term that is greater than one year.
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Notes to Consolidated Financial Statements (continued)
19. Stock–Based Compensation
We recognize stock-based compensation expense related to restricted stock awards, restricted stock units, performance-based restricted stock units and shares issued under our ESPP. We account for forfeitures as they occur.
Year Ended December 31,
(in thousands)
2025
2024
2023
Equity award expense
$
19,027
$
14,646
$
12,998
Liability award expense
12,518
18,393
7,910
Total stock-based compensation expense
$
31,545
$
33,039
$
20,908
Stock Incentive Plans
The 2020 Plan was adopted in April 2020 and provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, other stock-based awards and dividend equivalent rights to employees, directors and consultants of Archrock. The 2020 Plan is administered by the Compensation Committee of our Board of Directors. Under the 2020 Plan, the maximum number of shares of common stock available for issuance is 8,500,000 . Each stock-settled award granted under the 2020 Plan reduces the number of shares available for issuance by one share. Cash-settled awards are not counted against the aggregate share limit. Shares subject to awards granted under the 2020 Plan that are subsequently canceled, terminated, settled in cash or forfeited, excluding shares withheld to satisfy tax withholding obligations or to pay the exercise price of an option, are available for future grant under the 2020 Plan.
The 2020 Plan allows us to withhold shares upon vesting of restricted stock at the then–current market price to cover taxes required to be withheld on the vesting date. During the years ended December 31, 2025, 2024 and 2023, we withheld 505,577 shares valued at $ 15.0 million, 392,177 shares valued at $ 6.6 million and 383,128 shares valued at $ 3.8 million, respectively, to cover tax withholding.
On February 19, 2025, the Compensation Committee approved an amendment to the 2020 Plan that provides for the delegation to a subcommittee, which may be comprised of one or more officers of the Company, the authority to grant awards to employees who are not subject to Section 16 of the Exchange Act, subject to certain award size and other limitations.
Restricted Stock Awards and Performance–Based Restricted Stock Units
Grants of restricted stock are subject to forfeiture, restrictions on transfer and certain other conditions until vesting, which generally occurs on the one-year anniversary of the grant date or in three equal installments following the date of grant. Compensation expense is recognized over the vesting period equal to the fair value of our common stock at the grant date. Our restricted stock includes rights to receive dividends or dividend equivalents.
Grants of performance–based restricted stock units are three –year equity settled awards linked to the performance of our common stock. The awards also include dividend equivalent rights that accumulate during the vesting period.
We have performance–based restricted stock units whose vesting is dependent on the satisfaction of a combination of certain service–related conditions and our total shareholder return ranked against that of a predetermined peer group over a three –year performance period, as well as performance–based restricted stock units whose vesting is contingent on meeting various horsepower utilization targets over a three –year performance period. The awards vest in their entirety on the date specified in the award agreement following the conclusion of the performance period. The final number of shares of common stock issuable upon vesting can range from 0 % to 250 % of the initial grant depending on the level of achievement as determined by the Compensation Committee of our Board of Directors.
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Notes to Consolidated Financial Statements (continued)
The fair value of the horsepower utilization performance-based restricted stock units is equal to the fair value of our common stock at the grant date. The fair value of the total shareholder return performance–based restricted stock units, incorporating the market condition, is estimated on the grant date using a Monte Carlo simulation model. Expected volatilities for us and each peer company utilized in the model are estimated using a historical period consistent with the awards’ remaining performance period as of the grant date. The risk–free interest rate is based on the yield on U.S. Treasury Separate Trading of Registered Interest and Principal Securities for a term consistent with the remaining performance period. The dividend yield used is 0.0 % to approximate accumulation of earnings.
The assumptions that were used to estimate the fair value of our total shareholder return performance–based restricted stock units are as follows:
Year Ended December 31,
2025
2024
2023
Remaining performance period as of grant date (in years)
2.9
2.9
2.9
Risk-free interest rate used
4.2
%
4.1
%
3.9
%
Grant-date fair value
$
47.98
$
23.67
$
15.68
Activity related to our restricted stock and performance–based restricted stock units is as follows:
Weighted
Average
Grant Date
Fair Value
(in thousands, except per share amounts)
Shares
Per Share
Non-vested restricted stock and performance-based restricted stock units, December 31, 2024
2,276
$
12.81
Granted
642
28.45
Adjustment for performance
205
11.96
Vested
( 1,375 )
11.43
Canceled
( 72 )
21.97
Non-vested restricted stock and performance-based restricted stock units, December 31, 2025
1,676
$
19.44
The grant date fair value of the restricted stock and performance–based restricted stock units granted during the years ended December 31, 2025, 2024 and 2023 was $ 18.3 million, $ 15.1 million and $ 15.3 million, respectively. The fair value of the restricted stock and performance–based restricted stock units vested during the years ended December 31, 2025, 2024 and 2023 was $ 40.7 million, $ 20.2 million and $ 12.4 million, respectively.
As of December 31, 2025, we expect $ 15.9 million of unrecognized compensation cost related to our non–vested restricted stock and performance–based restricted stock units to be recognized over the weighted–average period of 1.6 years.
Cash Settled Performance Units
Grants of cash–settled performance units vest at the end of the three-year vesting period and are payable in an amount of cash equivalent to the value of our common stock at the vesting date for each unit vested. These awards are subject to one or more performance conditions and are accounted for as liability awards with expense based on the fair value measured at the end of each reporting period. These awards also include dividend equivalent rights that accumulate during the vesting period. At the end of each reporting period, the Compensation Committee of our Board of Directors approves the determination of achievement for each performance measure, which can range from 0 % to 200 %.
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Notes to Consolidated Financial Statements (continued)
Activity related to our cash–settled performance units is as follows:
Weighted
Average
Grant Date
Fair Value
(in thousands, except per share amounts)
Shares
Per Share
Non-vested cash-settled performance units, December 31, 2024
539
$
10.67
Granted
100
29.99
Adjustment for performance
206
8.41
Vested
( 412 )
8.41
Canceled
—
—
Non-vested cash-settled performance units, December 31, 2025
433
$
16.20
The grant date fair value of the cash settled performance units granted during the years ended December 31, 2025, 2024 and 2023 was $ 3.0 million, $ 2.1 million and $ 1.9 million, respectively. Cash paid upon vesting of the cash settled performance units during the years ended December 31, 2025 and 2024 was $ 12.2 million and $ 4.3 million, respectively.
As of December 31, 2025, we expect $ 3.7 million of unrecognized compensation cost related to our non–vested liability awards to be recognized over the weighted–average period of 1.2 years.
Time-Based Cash or Equity Settled Performance Units
Grants of time-based cash or equity settled performance units vest in three equal installments following the grant date. These awards are payable in either cash or restricted stock units, at the employees’ option, based on the fair value of our common stock at the vesting date. These awards are subject to certain qualifying retirement provisions, are classified as liability awards and expense recognized based on the fair value measured at the end of each reporting period. These awards also include dividend equivalent rights that accumulate during the vesting period.
Activity related to our time-based cash or equity settled performance units is as follows:
Weighted
Average
Grant Date
Fair Value
(in thousands, except per share amounts)
Shares
Per Share
Non-vested time-based cash or equity settled performance units, December 31, 2024
188
$
16.00
Granted
88
29.99
Adjustment for performance
—
—
Vested
( 63 )
16.00
Canceled
—
—
Non-vested time-based cash or equity settled performance units, December 31, 2025
213
$
21.76
The grant date fair value of the time-based cash or equity settled performance units granted during the years ended December 31, 2025 and 2024 was $ 2.6 million and $ 3.0 million, respectively. The first installment of these time-based cash or equity settled performance awards were settled as restricted stock units. The fair value of the restricted stock units vested during the year ended December 31, 2025 was $ 1.9 million.
As of December 31, 2025, we expect $ 0.6 million of unrecognized compensation cost related to non-vested time-based cash or equity settled performance units over a weighted-average period of 0.2 years.
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Notes to Consolidated Financial Statements (continued)
Employee Stock Purchase Plan
Our ESPP provides employees with an opportunity to participate in our long–term performance and success through the purchase of shares of common stock at a price that may be less than fair market value. Each quarter, eligible employees may elect to withhold a portion of their salary up to the lesser of $ 25,000 per year or 10 % of their eligible pay at a price equal to 85 % to 100 % of the fair market value of the stock as defined by the plan. For the year ended December 31, 2023 and for prior years, the purchase discount under the ESPP was 5 % of the fair market value of our common stock on the first or last trading day of the quarter, whichever is lower. Effective on January 1, 2024, the purchase discount under the ESPP increased to 10 % of the fair market value of our common stock on the first or last trading day or the quarter, whichever is lower. Our ESPP is compensatory and, as a result, we record an expense in our consolidated statements of operations related to the ESPP.
The ESPP will terminate on the date that all shares of common stock authorized for sale under the ESPP have been purchased, unless it is extended. The maximum number of shares of common stock available for purchase under the ESPP is 1.0 million. As of December 31, 2025, 208,878 shares remained available for purchase under the ESPP.
Directors’ Stock and Deferral Plan
Our DSDP provides non–employee members of the Board of Directors with an opportunity to elect to receive our common stock as payment for a portion or all of their retainer. The number of shares paid each quarter is determined by dividing the dollar amount of fees elected to be paid in common stock by the closing sales price per share of the common stock on the last day of the quarter. In addition, directors who elect to receive a portion or all of their fees in the form of common stock may also elect to defer, until a later date, the receipt of a portion or all of their fees to be received in common stock. In this case, we issue restricted stock units and the rights to receive dividends or dividend equivalents is accrued and paid when the shares are issued.
There are 100,000 shares reserved under the DSDP and, as of December 31, 2025, 35,399 shares remained available to be issued under the plan.
20. Retirement Benefit Plan
Our 401(k) retirement plan provides for optional employee contributions up to the applicable IRS annual limit and discretionary employer matching contributions. We make discretionary matching contributions to each participant’s account at a rate of 100 % of each participant’s contributions up to 6 % of eligible compensation as of July 2024. Prior to July 2024, we made discretionary matching contributions to each participant’s account at a rate of 100 % of each participant’s contributions up to 5 % of eligible compensation. We recorded matching contributions of $ 7.7 million, $ 5.9 million and $ 5.2 million during the years ended December 31, 2025, 2024 and 2023, respectively.
21. Long–Lived and Other Asset Impairment
Compression Fleet
We periodically review the future deployment of our idle compression assets for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. Based on these reviews, we determine that certain idle compressors should be retired from the active fleet. The retirement of these units from the active fleet triggers a review of these assets for impairment and as a result of our review, we may record an asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit is estimated based on the expected net sale proceeds compared to other fleet units we recently sold, a review of other units recently offered for sale by third parties or the estimated component value of the equipment we plan to use.
In connection with our review of our idle compression assets, we evaluate for impairment idle units that were culled from our fleet in prior years and are available for sale. Based on that review, we may reduce the expected proceeds from disposition and record additional impairment to reduce the book value of each unit to its estimated fair value.
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Notes to Consolidated Financial Statements (continued)
The following table presents the results of our compression fleet impairment review as recorded to our contract operations segment:
Year Ended December 31,
(dollars in thousands)
2025
2024
2023
Idle compressors retired from the active fleet
90
95
105
Horsepower of idle compressors retired from the active fleet
38,000
66,000
53,000
Impairment recorded on idle compressors retired from the active fleet
$
8,671
$
10,681
$
12,034
Assets Held For Sale
In connection with the Flowco Disposition, we adjusted the carrying value of the disposal group to its estimated fair value less costs to sell and recorded a write-down of $ 9.6 million during the year ended December 31, 2025, which is included in long-lived and other asset impairment in our consolidated statements of operations. See Note 4 (“Business Transactions”) for further details.
22. Restructuring Charges
During the second quarter of 2025, management approved and initiated a plan to exit certain facilities that were no longer deemed economical for our business, and during the year ended December 31, 2025, we executed the plan and incurred $ 0.9 million of costs to exit these facilities. The facility closure costs incurred under the above restructuring plan were recorded to restructuring charges in our consolidated statements of operations. We expect to incur additional restructuring charges of $ 0.3 million to $ 0.5 million over the next six months related to these restructuring activities.
During the first quarter of 2025, management approved and executed a plan to exit a facility no longer deemed economical for our business, and in the first quarter of 2025, we incurred $ 0.7 million of costs to exit this facility. The severance and property disposal costs incurred under this restructuring plan were recorded to restructuring charges in our consolidated statements of operations. We do no t expect to incur additional restructuring charges related to these restructuring activities.
During the first quarter of 2023, a plan to further streamline our organization and more fully align our teams to improve our customer service and profitability was approved by management. We did no t incur restructuring charges during the year ended December 31, 2024, and we do no t expect to incur additional restructuring charges related to these restructuring activities .
The following table presents restructuring charges incurred by segment:
Contract
Aftermarket
(in thousands)
Operations
Services
Other (1)
Total
2025
Facility closure
$
520
$
—
$
1,085
$
1,605
Total restructuring charges
$
520
$
—
$
1,085
$
1,605
2023
Organizational restructuring
$
101
$
387
$
1,287
$
1,775
Total restructuring charges
$
101
$
387
$
1,287
$
1,775
(1) Represents expense incurred within our corporate function and not directly attributable to our segments.
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Notes to Consolidated Financial Statements (continued)
The following table presents restructuring charges incurred by cost type:
Year Ended December 31,
(in thousands)
2025
2023
Facility closure
Severance costs
$
596
$
—
Property disposal and closure costs
1,009
—
Total facility closure
1,605
—
Organizational restructuring
Organizational costs
—
1,517
Other restructuring costs
—
258
Total organizational restructuring costs
—
1,775
Total restructuring costs
$
1,605
$
1,775
23. Income Taxes
Tax Provision and Payments
The following table presents income before income taxes:
Year Ended December 31,
(in thousands)
2025
2024
2023
U.S.
$
423,638
$
232,380
$
142,247
Foreign
—
—
—
Total
$
423,638
$
232,380
$
142,247
The following table presents our provision for income taxes:
Year Ended December 31,
(in thousands)
2025
2024
2023
Current tax provision:
U.S. federal
$
424
$
—
$
—
State
2,630
2,059
1,591
Total current
3,054
2,059
1,591
Deferred tax provision:
U.S. federal
91,880
53,340
32,928
State
5,911
4,750
2,730
Total deferred
97,791
58,090
35,658
Provision for income taxes
$
100,845
$
60,149
$
37,249
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Archrock, Inc.
Notes to Consolidated Financial Statements (continued)
The following table presents income taxes paid, net:
Year Ended December 31,
(in thousands)
2025
2024
2023
U.S. Federal
$
1,145
$
350
$
—
State
Texas
1,706
1,204
1,020
New Mexico
193
162
—
Pennsylvania
109
190
220
Louisiana
40
180
30
Other
97
124
41
Total income taxes paid, net
$
3,290
$
2,210
$
1,311
The following table reconciles the U.S. Federal statutory tax rate to our effective tax rate:
Year Ended December 31,
(in thousands)
2025
2024
2023
U.S. Federal statutory tax rate
$
88,964
21.0
%
$
48,800
21.0
%
$
29,872
21.0
%
State and local income taxes, net of federal income tax effect (1)
6,907
1.6
5,425
2.3
3,550
2.5
Changes in valuation allowance (2)
( 70 )
0.0
257
0.1
634
0.4
Nontaxable or nondeductible items
Executive compensation limitation
9,455
2.2
7,146
3.1
3,470
2.4
Benefit from equity-settled long-term incentive compensation
( 5,801 )
( 1.4 )
( 1,569 )
( 0.7 )
( 213 )
( 0.1 )
Other
1,148
0.3
( 139 )
( 0.1 )
( 182 )
( 0.1 )
Changes in unrecognized tax benefits (3)
242
0.1
229
0.1
118
0.1
Effective tax rate
$
100,845
23.8
%
$
60,149
25.9
%
$
37,249
26.2
%
(1) During the years ended December 31, 2025 and 2024, state taxes in New Mexico made up greater than 50% of the tax effect in this category. During the year ended December 31, 2023, state taxes in New Mexico and Texas made up greater than 50% of the tax effect in this category.
(2) See “Tax Attributes and Valuation Allowances” below for further details.
(3) Includes the expiration of statute of limitations. See “Unrecognized Tax Benefits” below for further details.
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Notes to Consolidated Financial Statements (continued)
Deferred income tax balances are the direct effect of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the taxes are actually paid or recovered. The tax effects of our temporary differences that gave rise to deferred tax assets and deferred tax liabilities were as follows:
December 31,
(in thousands)
2025
2024
Deferred tax assets:
Net operating loss carryforwards
$
147,123
$
143,412
Interest expense limitation carryforward
25,420
41,555
Basis difference in unconsolidated affiliate
872
943
Goodwill and intangible assets
24,255
40,201
Accrued liabilities
8,329
8,351
Other
11,934
12,822
217,933
247,284
Valuation allowances (1)
( 1,441 )
( 1,462 )
Total deferred tax assets
216,492
245,822
Deferred tax liabilities:
Property, plant and equipment
( 159,165 )
( 78,477 )
Basis difference in partnership
( 245,941 )
( 221,149 )
Other
( 7,636 )
( 5,726 )
Total deferred tax liabilities
( 412,742 )
( 305,352 )
Net deferred tax liability (2)
$
( 196,250 )
$
( 59,530 )
(1) See “Tax Attributes and Valuation Allowances” below for further details.
(2) The net deferred tax liability as of December 31, 2025 and 2024 is reflected in our consolidated balance sheets as deferred tax assets of $ 2.1 million and $ 3.0 million, respectively, and deferred tax liabilities of $ 198.3 million and $ 62.5 million, respectively.
Tax Attributes and Valuation Allowances
The following table presents changes in our valuation allowance:
Year Ended December 31,
(in thousands)
2025
2024
2023
Balance at beginning of period
$
( 1,462 )
$
( 1,177 )
$
( 607 )
Additions to valuation allowance
( 141 )
( 455 )
( 742 )
Reductions to valuation allowance
162
170
172
Balance at end of period
$
( 1,441 )
$
( 1,462 )
$
( 1,177 )
Pursuant to Section 382 and Section 383 of the Code, utilization of loss and credit carryforwards are subject to annual limitations due to any ownership changes of 5% stockholders. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a rolling three–year period. We do not currently expect that any loss carryforwards or credit carryforwards will expire as a result of any Section 382 or Section 383 limitations. Our ability to utilize loss carryforwards and credit carryforwards against future U.S. federal taxable income and future U.S. federal income tax may be limited in the future if we have a 50% or more ownership change in our 5% stockholders.
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Notes to Consolidated Financial Statements (continued)
We record valuation allowances when it is more-likely-than-not that some portion or all of our deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character and in the appropriate taxing jurisdictions in the future. If we do not meet our expectations with respect to taxable income, we may not realize the full benefit from our deferred tax assets, which would require us to record a valuation allowance in our tax provision in future years. As of each reporting date, we consider new evidence to evaluate the realizability of our deferred tax assets by assessing the available positive and negative evidence. Changes to the valuation allowance are reflected in our consolidated statement of operations.
The amount of our deferred tax assets considered realizable could be adjusted if projections of future taxable income are reduced or objective negative evidence in the form of a three–year cumulative loss is present or both. Should we no longer have a level of sustained profitability, excluding nonrecurring charges, we will have to rely more on our future projections of taxable income to determine if we have an adequate source of taxable income for the realization of our deferred tax assets, namely NOL, interest expense limitation, and tax credit carryforwards. This may result in the need to record a valuation allowance against all or a portion of our deferred tax assets.
As of December 31, 2025, we recorded a valuation allowance of $ 0.9 million on our deferred tax asset associated with our investment in ECOTEC.
As of December 31, 2025, we had U.S. federal and state NOL carryforwards of $ 648.6 million and $ 271.7 million, respectively, included in our NOL deferred tax asset that are available to offset future taxable income. The U.S. federal NOL carryforwards have no expiration. If not used, the state NOL carryforwards will begin to expire in 2026, although $ 174.3 million of the state NOL carryforwards have no expiration date. In connection with the state NOL deferred tax asset, we recorded a valuation allowance of $ 0.6 million and $ 0.5 million as of December 31, 2025 and 2024, respectively.
As of December 31, 2025, we had a U.S. federal tax credit carryforward of $ 1.7 million. If not used, the federal tax credit carryforward will begin to expire in 2039.
As of December 31, 2025, we had U.S. federal and state interest expense limitation carryforwards of $ 113.7 million and $ 36.5 million, respectively, included in our interest expense limitation deferred tax asset that are available to offset future taxable income. These carryforwards have no expiration.
Unrecognized Tax Benefits
The following table presents changes in our unrecognized tax benefits, including discontinued operations:
Year Ended December 31,
(in thousands)
2025
2024
2023
Beginning balance
$
19,467
$
19,465
$
19,651
Additions based on tax positions related to current year
2,558
2,402
1,886
Additions based on tax positions related to prior years
11,637
—
—
Reductions based on tax positions related to prior years
—
( 18 )
( 7 )
Reductions based on lapse of statute of limitations
( 2,372 )
( 2,382 )
( 2,065 )
Ending balance
$
31,290
$
19,467
$
19,465
We had $ 31.3 million, $ 19.5 million and $ 19.5 million of unrecognized tax benefits at December 31, 2025, 2024 and 2023, respectively, of which $ 9.5 million, $( 0.6 ) million and $ 1.1 million, respectively, would affect the effective tax rate, if recognized. For each of the years ended December 31, 2025, 2024 and 2023, $ 7.9 million would be reflected in income from discontinued operations, net of tax, if recognized.
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Notes to Consolidated Financial Statements (continued)
We recorded potential interest expense and penalties related to unrecognized tax benefits associated with uncertain tax positions, including discontinued operations, in our consolidated balance sheets of $ 2.8 million, $ 2.7 million and $ 2.5 million as of December 31, 2025, 2024 and 2023, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as reductions in income tax expense. We recorded potential interest expense and penalties in our consolidated statements of operations of $ 0.1 million, $ 0.3 million and $ 0.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Subject to the provisions of our tax matters agreement with Exterran Corporation, both parties agreed to indemnify the primary obligor of any return for tax periods beginning before and ending before or after the Spin–off, including any ongoing or future amendments and audits for these returns, for the portion of the tax liability, including interest and penalties, that relates to their respective operations reported in the filing. As of both December 31, 2025 and 2024, we recorded an indemnification asset, including penalties and interest, of $ 7.9 million, which is related to unrecognized tax benefits in our consolidated balance sheets. See Note 26 (“Discontinued Operations”) for further details.
We and our subsidiaries file consolidated and separate income tax returns in the U.S. federal and state jurisdictions. U.S. federal and state income tax returns are generally subject to examination for a period of three to five years after filing the returns. The state impact of any U.S. federal audit adjustments and amendments remains subject to examination by various states for up to one year after formal notification to the states. Due to our NOL carryforwards, our U.S. federal and state income tax returns can be examined back to the inception of our NOL carryforwards; therefore, expanding our examination period beyond 20 years. We are not currently involved in federal nor any state income tax audits.
Impact of New Legislation
OB3 Tax Law
The OB3 Tax Law made permanent certain key elements of the Tax Cuts and Jobs Act, including reinstating: the add-back for depreciation and amortization in the business interest expense limitation, the allowance for 100% bonus depreciation, and a full expensing option for domestic research and experimental expenditures. These certain key elements allow for acceleration of certain deductions, which could reduce cash tax payments in future periods. The OB3 Tax Law did not have a material impact on our consolidated balance sheet as of December 31, 2025, or on our consolidated statement of operations for the year ended December 31, 2025.
Pillar 2
The Pillar 2 framework establishes a global minimum corporate income tax rate and has been enacted in certain jurisdictions. We evaluated the potential impact of Pillar 2 and related enacted legislation on our operations, including our interests in unconsolidated affiliates, and have determined that Pillar 2 does not have a material impact on our consolidated financial statements.
24. Earnings per Common Share
Basic earnings per common share is computed using the two-class method, which is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Under the two-class method, basic earnings per common share is determined by dividing net income, after deducting amounts allocated to participating securities, by the weighted-average number of common shares outstanding for the period. Participating securities include unvested restricted stock and stock-settled restricted stock units that have nonforfeitable rights to receive dividends or dividend equivalents, whether paid or unpaid. During periods of net loss, only distributed earnings (dividends) are allocated to participating securities, as participating securities do not have a contractual obligation to participate in our undistributed losses.
Diluted earnings per common share is computed using the weighted-average number of common shares outstanding adjusted for the incremental common stock equivalents attributed to outstanding performance-based restricted stock units and stock to be issued pursuant to our ESPP unless their effect would have been anti-dilutive.
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Notes to Consolidated Financial Statements (continued)
The following table shows the calculation of net income attributable to common stockholders, which is used in the calculation of basic and diluted earnings per common share, potential shares of common stock that were included in computing diluted earnings per common share and the potential shares of common stock issuable that were excluded from computing diluted earnings per common share as their inclusion would have been anti-dilutive:
Year Ended December 31,
(in thousands)
2025
2024
2023
Net income
$
322,290
$
172,231
$
104,998
Less: Allocation of earnings to participating securities
( 3,334 )
( 2,279 )
( 1,878 )
Net income attributable to common stockholders
$
318,956
$
169,952
$
103,120
Allocation of earnings to cash or share settled restricted stock units
877
1,004
—
Diluted net income attributable to common stockholders
$
319,833
$
170,956
$
103,120
Weighted-average common shares outstanding used in basic earnings per common share
174,437
162,037
154,126
Effect of dilutive securities:
Performance-based restricted stock units
296
328
207
Time-based restricted stock units
13
—
—
ESPP shares
7
10
11
Weighted-average common shares outstanding used in diluted earnings per common share
174,753
162,375
154,344
25. Fair Value Measurements
The accounting standard for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into the following three categories:
● Level 1 – quoted unadjusted prices for identical markets in active markets to which we have access at the date of measurement.
● Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model–derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or prices vary substantially over time or among brokered markets makers.
● Level 3 – model–derived valuation in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those that reflect our own assumptions regarding how market participants would price the asset or liability based on the best available information.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Investment in ECOTEC
As of December 31, 2025, we owned a 25 % equity interest in ECOTEC in which we have elected the fair value option to account for this investment.
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Notes to Consolidated Financial Statements (continued)
The fair value determination of our investment in ECOTEC primarily consisted of unobservable inputs, which creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement, which was valued through an average of an income approach (discounted cash flow method) and a market approach (guideline public company method), are the WACC and the revenue multiples. Significant increases (decreases) in these inputs in isolation would result in a significantly higher (lower) fair value measurement. This fair value measurement is classified as Level 3 .
The significant unobservable inputs are as follows:
Significant
Year Ended
Year Ended
Unobservable
December 31, 2025
December 31, 2024
Inputs
Range
Median
Range
Median
Valuation technique:
Discounted cash flow
WACC
0.0 % - 17.8 %
11.1 %
0.0 % - 17.0 %
12.9 %
Guideline public company
Revenue multiple
1.6 x - 7.6 x
5.3 x
1.6 x - 7.3 x
4.3 x
The reconciliation of changes in the fair value of our investment in ECOTEC is as follows:
(in thousands)
2025
2024
Balance at beginning of period
$
14,671
$
14,905
Purchases of equity interests
—
1,250
Unrealized loss (1)
( 25 )
( 1,484 )
Balance at end of period
14,646
14,671
(1) Included in other expense, net in our consolidated statement of operations.
See Note 12 (“Investments in Unconsolidated Affiliates”) for further details.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Investments in Unconsolidated Affiliates and Other Strategic Investments
As of December 31, 2025 and 2024, the carrying value of our investments in which we have elected the fair value measurement alternative was $ 10.6 million and $ 5.5 million, respectively, and is included in other assets in our consolidated balance sheets. There were no upward adjustments, impairments or downward adjustments to the carrying value of these investments as of both December 31, 2025 and 2024. See Note 12 (“Investments in Unconsolidated Affiliates”) for further details.
Compression Fleet
During the years ended December 31, 2025 and 2024, we recorded nonrecurring fair value measurements related to our idle compressors. Our estimate of the compressors’ fair value was primarily based on the expected net sale proceeds compared to other fleet units we recently sold, and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use. We discounted the expected proceeds, net of selling and other carrying costs, using a weighted average disposal period of four years. These fair value measurements are classified as Level 3.
The fair value of our impaired compression fleet impaired was as follows:
(in thousands)
2025
2024
Impaired compression fleet
$
871
$
1,048
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Notes to Consolidated Financial Statements (continued)
The significant unobservable inputs used to develop the above fair value measurements were weighted by the relative fair value of the compression fleet being measured. Additional quantitative information related to our significant unobservable inputs follows:
Range
Weighted Average (1)
Estimated net sale proceeds:
As of December 31, 2025
$ 0 - $ 241 per horsepower
$ 54 per horsepower
As of December 31, 2024
$ 0 - $ 188 per horsepower
$ 46 per horsepower
(1) Calculated based on an estimated discount for market liquidity of 19 % and 25 % as of December 31, 2025 and 2024, respectively.
See Note 21 (“Long-Lived and Other Asset Impairment”) for further details.
Other Financial Instruments
The carrying amounts of our cash, receivables and payables approximate fair value due to the short–term nature of those instruments.
The carrying amount of borrowings outstanding under our Credit Facility approximates fair value due to its variable interest rate. The fair value of these outstanding borrowings is a Level 3 measurement.
The fair value of our fixed rate debt is estimated using yields observable in active markets, which are Level 2 inputs, and was as follows:
December 31,
(in thousands)
2025
2024
Carrying amount of fixed rate debt (1)
$
1,500,000
$
1,800,000
Fair value of fixed rate debt
1,527,000
1,796,000
(1) Carrying amounts exclude unamortized debt premium and deferred financing costs. See Note 15 (“Long-Term Debt”) for further details.
26. Discontinued Operations
In order to effect the Spin-off and govern our relationship with Exterran Corporation after the Spin-off, we entered into several agreements with Exterran Corporation, including a tax matters agreement, which governs the respective rights, responsibilities and obligations of Exterran Corporation and us with respect to certain tax matters. As of both December 31, 2025 and 2024, we had $ 7.9 million of unrecognized tax benefits, including interest and penalties, related to Exterran Corporation operations prior to the Spin-off recorded to liabilities of discontinued operations in our consolidated balance sheets. We had an offsetting indemnification asset of $ 7.9 million related to these unrecognized tax benefits recorded to assets of discontinued operations as of both December 31, 2025 and 2024.
Assets and liabilities of discontinued operations are as follows:
December 31,
(in thousands)
2025
2024
Other assets
$
7,868
$
7,868
Deferred tax assets
—
—
Assets of discontinued operations
$
7,868
$
7,868
Deferred tax liabilities
$
7,868
$
7,868
Liabilities of discontinued operations
$
7,868
$
7,868
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Notes to Consolidated Financial Statements (continued)
The acquisition of Exterran Corporation by Enerflex, Ltd. in October 2022 had no impact on the Spin–off related agreements discussed above.
27. Related Party Transactions
ECOTEC
During the years ended December 31, 2025 and 2024, we made purchases of $ 0.4 million and $ 0.5 million, respectively from our unconsolidated affiliate ECOTEC for use in our operations.
FGC Holdco
We are a distributer of MaCH 4 NRS equipment in the U.S. market and had committed to purchase from FGC Holdco, at arm’s length, a minimum of $ 64.3 million of MaCH 4 NRS equipment through March 31, 2026, subject to certain contractual provisions under the limited liability agreement that we, together with ColdStream, entered into with FGC Holdco on October 1, 2024. On August 26, 2025, we amended the limited liability agreement and agreed to, among other items, cancel our remaining MaCH 4 NRS purchase commitments. We incurred and paid an amendment fee of $ 3.6 million to FGC Holdco, which is included in other expense, net, in our consolidated statements of operations. During the years ended December 31, 2025 and 2024, we made MaCH 4 NRS purchases of $ 3.5 million and $ 6.1 million, respectively, from our unconsolidated affiliate FGC Holdco to sell to third parties or for use in our operations.
The carrying value of assets and liabilities recognized in our consolidated balance sheets related to our variable interests in FGC Holdco and our maximum exposure to loss related to our involvement with an unconsolidated VIE were as follows:
December 31,
(in thousands)
2025
2024
Inventory
$
7,718
$
6,103
Investment in unconsolidated affiliate
159
191
Total VIE assets
7,877
6,294
Maximum exposure to loss
$
7,877
$
6,294
Hilcorp
From August 2019 to present, our Board of Directors has included a member affiliated with our customer Hilcorp or its subsidiaries or affiliates. Revenue from Hilcorp and affiliates was $ 40.5 million, $ 40.7 million and $ 35.4 million during the years ended December 31, 2025, 2024 and 2023, respectively. Proceeds from the sale of used equipment to Hilcorp and affiliates was $ 9.9 million, $ 0.9 million and $ 0.2 million, during the years ended December 31, 2025, 2024 and 2023, respectively.
Accounts receivable, net due from Hilcorp and affiliates was $ 1.7 million and $ 3.6 million as of December 31, 2025 and 2024, respectively. See Note 5 (“Accounts Receivable, net”) for further details.
Shoreline AI
During the year ended December 31, 2025, we made purchases of $ 0.3 million from our unconsolidated affiliate Shoreline AI for use in our operations.
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Notes to Consolidated Financial Statements (continued)
28. Segments
We manage our business segments primarily based on the type of product or service provided. We have two segments that we operate within the U.S.: contract operations and aftermarket services. Our contract operations segment primarily provides natural gas compression services to meet specific customer requirements. Our aftermarket services segment provides a full range of services to support the compression needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets.
Our CODM is our President & Chief Executive Officer. Our CODM evaluates the performance of our segments and allocates resources primarily based on adjusted gross margin, defined as revenue less cost of sales, exclusive of depreciation and amortization, which are key components of segment operations. Adjusted gross margin is the primary measure used by our CODM to evaluate segment performance because it focuses on the current performance of segment operations and excludes the impact of the prior historical costs of assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. Our CODM considers adjusted gross margin forecast to actual results and period over period financial variances in conjunction with product and customer service metrics and market trends when assessing segment performance and deciding how to allocate resources.
Summarized financial information for our reporting segments is shown below:
Contract
Aftermarket
(in thousands)
Operations
Services
Total
2025
Revenue (1)
$
1,272,081
$
217,737
$
1,489,818
Cost of sales, exclusive of depreciation and amortization
343,136
166,289
509,425
Adjusted gross margin
928,945
51,448
980,393
2024
Revenue (1)
$
980,405
$
177,186
$
1,157,591
Cost of sales, exclusive of depreciation and amortization
323,052
135,449
458,501
Adjusted gross margin
657,353
41,737
699,090
2023
Revenue (1)
$
809,439
$
180,898
$
990,337
Cost of sales, exclusive of depreciation and amortization
306,748
142,271
449,019
Adjusted gross margin
502,691
38,627
541,318
(1) Segment revenue includes only sales to external customers.
The following table reconciles gross margin to adjusted gross margin, its most directly comparable to GAAP measure:
Year Ended December 31,
(in thousands)
2025
2024
2023
Total revenues
$
1,489,818
$
1,157,591
$
990,337
Cost of sales, exclusive of depreciation and amortization
( 509,425 )
( 458,501 )
( 449,019 )
Depreciation and amortization
( 256,761 )
( 193,194 )
( 166,241 )
Gross margin
723,632
505,896
375,077
Depreciation and amortization
256,761
193,194
166,241
Adjusted gross margin
$
980,393
$
699,090
$
541,318
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Notes to Consolidated Financial Statements (continued)
The following table reconciles total adjusted gross margin to income before income taxes:
Year Ended December 31,
(in thousands)
2025
2024
2023
Adjusted gross margin
$
980,393
$
699,090
$
541,318
Less:
Selling, general and administrative
147,806
139,121
116,639
Depreciation and amortization
256,761
193,194
166,241
Long-lived and other asset impairment
18,290
10,681
12,041
Restructuring charges
1,605
—
1,775
Debt extinguishment loss
890
3,181
—
Interest expense
165,340
123,610
111,488
Transaction-related costs
12,705
13,249
—
Gain on sale of assets, net
( 47,081 )
( 17,887 )
( 10,199 )
Other expense, net
439
1,561
1,086
Income before income taxes
$
423,638
$
232,380
$
142,247
The following table reconciles capital expenditures by segment to total capital expenditures:
Year Ended December 31,
(in thousands)
2025
2024
2023
Contract operations
$
489,960
$
353,785
$
294,315
Aftermarket services
6,726
3,277
3,300
Segment capital expenditures
496,686
357,062
297,615
Other (1)
5,779
1,970
1,017
Total capital expenditures
$
502,465
$
359,032
$
298,632
(1) Corporate–related items.
The following table reconciles total assets by segment to total assets per the consolidated balance sheets:
December 31,
(in thousands)
2025
2024
Contract operations assets
$
4,141,714
$
3,677,056
Aftermarket services assets
71,811
57,642
Segment assets
4,213,525
3,734,698
Other assets (1)
127,911
81,639
Assets of discontinued operations
7,868
7,868
Total assets
$
4,349,304
$
3,824,205
(1) Corporate–related items and our investments in unconsolidated affiliates.
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