Other Information
−Removed: During the quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
−Removed: On May 7, 2025, our Board of Directors (the “Board”), upon the recommendation of our Nominating and Corporate Governance Committee, approved a standard form of Indemnification Agreement for its directors and officers (the “Indemnification Agreement”).
−Removed: The Indemnification Agreement provides for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits, or proceedings arising from service to the Company and its subsidiaries or, at its request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.
−Removed: The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Indemnification Agreement, a form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
−Removed: Contemporaneously with its adoption, we intend to enter into the Indemnification Agreement with each of our current named executive officers and members of the Board.
+Added: On May 16, 2025 , Stephen C.
+Added: Taylor , a member of our Board of Directors , adopted a Rule 10b5-1 trading agreement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to an aggregate of 100,000 shares of the Company’s common stock, subject to various volume amounts and price thresholds.
+Added: The plan becomes effective on August 15, 2025 and terminates on September 30, 2026 , unless sooner terminated under its terms.
+Added: The 10b5-1 Plan was entered into during an open insider trading window and no sales will commence under the plan until completion of the required cooling off period under Rule 10b5-1.
+Added: No other director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended June 30, 2025.
The following exhibits are filed herewith or incorporated herein by reference, as indicated:
+Added: Natural Gas Services Group, Inc.
+Added: 2019 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 16, 2025).
Fourth Amendment to Amended and Restated Credit Agreement dated April 18, 2025 among Natural Gas Services Group, Inc.
−Removed: the other Loan Parties thereto, Texas Capital Bank, in its capacity as Administrative Agent and the Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2025).
−Removed: Form of Indemnification Agreement by and between Natural Gas Services Group, Inc.
−Removed: and certain Indemnitees.
+Added: the other Loan Parties thereto, Texas Capital Bank, in its capacity as Administrative Agent and the Lenders Party thereto.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
16 unchanged sentences
(Principal Executive Officer) (Principal Accounting Officer)
−Removed: May 12, 2025 May 12, 2025
+Added: August 11, 2025 August 11, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.