NATURAL GAS SERVICES GROUP INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based upon the evaluation, our CEO and CFO concluded that, as of such date, 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 CEO and CFO, 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 Our management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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. Based on the results of management’s evaluation described above, management concluded that our ICFR was effective as of December 31, 2025. Ham, Langston & Brezina LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s ICFR as of December 31, 2025, which included in Part IV, Item 15 “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting During the quarter ended December 31, 2025, there were no changes in our ICFR that have materially affected, or are reasonably likely to materially affect, our ICFR. ITEM 9B. OTHER INFORMATION Stephen C. Taylor , a member of the 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. The 10b5-1 Plan was entered into during an open insider trading window in December 2025 and sales commenced under the plan after completion of the required cooling off period under Rule 10b5-1.The plan became effective on March 5, 2026 and the aggregate sales were completed by March 6, 2026 . 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 December 31, 2025. ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 37 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated herein by reference to the sections “Election of Directors,” “Executive Officers,” “Corporate Governance” and “The Board of Directors and its Committees” in our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025, or as such period may be extended by action of the SEC. We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The Code of Business Conduct and Ethics is posted in the “Investor Relations” section of our website at www.ngsgi.com. The Code of Business Conduct and Ethics may be obtained free of charge by writing before to Natural Gas Services Group, Inc., Attn: Investor Relations, 601 State Street, Suite 400, Southlake, TX 76092. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated herein by reference to the section “Executive Compensation” in our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025, or as such period may be extended by action of the SEC. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated herein by reference to the section “Principal Shareholders and Security Ownership of Management” in our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025, or as such period may be extended by action of the SEC. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated herein by reference to the sections “Related Person Transactions” and “Corporate Governance” in our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025, or as such period may be extended by action of the SEC. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated herein by reference to the section “Principal Accountant Fees and Services” in our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2025, or as such period may be extended by action of the SEC. 38 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report on Form 10-K. 1. Consolidated Financial Statements . The following financial statements are filed as a part of this Annual Report on Form 10-K: Reports of Independent Registered Public Accounting Firm (PCAOB ID 298) F-1 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders ’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 2. Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable or the information is set forth in the Consolidated Financial Statements or Notes thereto. 3. Exhibits A list of exhibits to this Annual Report on Form 10-K is set forth below: Exhibit No. Description 3.1 Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 of the 10-QSB filed with the Securities and Exchange Commission and dated November 10, 2004). 3.2 Bylaws, as amended (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2021). 4.1 Description of Securities (Incorporated by reference to the Registrant’s Registration Statement on From 8-A, filed with the Securities and Exchange Commission on October 27, 2008). 4.2 Form of Senior Indenture (Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3 (No. 333-238794) and filed with the Securities and Exchange Commission on December 13, 2024). 4.3 Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-3 (No. 333-238794) and filed with the Securities and Exchange Commission on December 13, 2024). 10.1 † 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). 10.2 † Stock Option Plan, as amended and restated (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 June 21, 2016). 10.3 † Retirement Agreement dated May 17, 2022 between Natural Gas Services Group, Inc. and Stephen C. Taylor (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 May 19, 2022). 10.4 † The Executive Nonqualified Excess Plan Adoption Agreement, referred to as the Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.11 of the Registrant’s Quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016). 10.5 Amended and Restated Credit Agreement dated February 28, 2023, among Natural Gas Services Group, Inc., 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 March 6, 2023). 10.6 Amended and Restated Pledge and Security Agreement dated February 28, 2023, among Natural Gas Services Group, Inc., the Grantors thereto, Texas Capital Bank, in its capacity as Administrative Agent, for the Lenders and other Secured Parties (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2023). 10.7 First Amendment to Amended and Restated Credit Agreement dated November 14, 2023, among Natural Gas Services Group, Inc., 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 November 15, 2023). 10.8 Second Amendment to Amended and Restated Credit Agreement dated June 6, 2024, among Natural Gas Services Group, Inc., 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 June 10, 2024). 39 10.9 Third Amendment to Amended and Restated Credit Agreement dated June 25, 2024, among Natural Gas Services Group, Inc., 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 June 28, 2024). 1 0.10 Fourth Amendment to Amended and Restated Credit Agreement dated April 18, 2025 among Natural Gas Services Group, Inc. 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 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025). 10.1 1 † Employment Agreement between Brian L. Tucker and Natural Gas Services Group, Inc. dated October 9, 2023 (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 October 10, 2023). 10.1 2 † Employment Agreement between Justin C. Jacobs and Natural Gas Services Group, Inc. dated January 29, 2024 (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 February 1, 2024). 10.1 3 † Employee Non-Compete Agreement between Justin C. Jacobs and Natural Gas Services Group, Inc. dated January 29, 2024 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2024). 10.1 4 † Employee Proprietary Rights Agreement between Justin C. Jacobs and Natural Gas Services Group, Inc. dated January 29, 2024 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2024). 10.1 5† Form of Restricted Stock Unit Award under the Natural Gas Services Group, Inc. 2019 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 10.12 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024). 10.1 6† Form of Performance Stock Unit Award under the Natural Gas Services Group, Inc. 2019 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 10.13 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024). 10.1 7† Employment Agreement between Ian M. Eckert and Natural Gas Services Group, Inc. dated November 1, 2024 (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 November 7, 2024). 10.18 Form of Indemnification Agreement by and between Natural Gas Services Group, Inc. and Certain Indemnitees (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2025). 10.19 † Transition and Mutual Separation Agreement between Natural Gas Services Group, Inc. and Brian L. Tucker dated August 8, 2025 (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 August 11, 2025). 1 9 Amended and Restated Insider Trading Policy (incorporated by reference to Exhibit 10.2 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2025). 21.1 * Subsidiaries of the Registrant. 23.1 * Consent of Ham, Langston & Brezina L.L.P. 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 * Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 * Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Natural Gas Services Group, Inc. Clawback Policy (Incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024). 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. † Management contract or compensatory plan or arrangement. * Filed herewith. ITEM 16. FORM 10-K SUMMARY None. 40 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. NATURAL GAS SERVICES GROUP, INC. March 16, 2026 By: /s/ Justin C. Jacobs Justin C. Jacobs Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Justin C. Jacobs and Ian M. Eckert, jointly and severally, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K 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 or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 and on the dates indicated: Signature Title Date /s/ Justin C. Jacobs Chief Executive Officer (Principal Executive Officer) and Director March 16, 2026 Justin C. Jacobs /s/ Ian M. Eckert Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 16, 2026 Ian M. Eckert /s/ Donald J. Tringali Chairman of the Board of Directors March 16, 2026 Donald J. Tringali /s/ J. Anthony Gallegos, Jr. Director March 16, 2026 J. Anthony Gallegos, Jr. /s/ Georganne Hodges Director March 16, 2026 Georganne Hodges /s/ Nigel J. Jenvey Director March 16, 2026 Nigel J. Jenvey /s/ Jean K. Holley Director March 16, 2026 Jean K. Holley /s/ Stephen C. Taylor Director March 16, 2026 Stephen C. Taylor 41 NATURAL GAS SERVICES GROUP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm ( Ham, Langston & Brezina, LLP ; Houston, Texas ; PCAOB ID 298 ) F- 1 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 3 Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 F- 4 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 F- 5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 F- 6 Notes to Consolidated Financial Statements: 1. Description of Business F- 7 2. Summary of Significant Accounting Policies F- 7 3. Trade Accounts Receivables F- 11 4. Inventory F- 12 5. Assets Held for Sale and Restructuring Activities F- 13 6 . Rental Equipment F- 13 7 . Property and Equipment F- 14 8 . Leases F- 14 9 . Supplemental Balance Sheet Disclosures F- 1 6 1 0 . Long-Term Debt F- 16 1 1 . Income Taxes F- 17 12 . Deferred Compensation Plan F- 19 1 3 . Commitments and Contingencies F- 19 1 4 . Stockholders’ Equity F- 19 1 5 . Revenues from Customers F- 20 1 6 . Stock-Based and Other Long-Term Incentive Compensations F- 21 1 7 . Related Party Transactions F- 24 1 8 . Earnings (Loss) per Share F- 24 19 . Subsequent Events F- 25 42 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Natural Gas Services Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Natural Gas Services Group, Inc. (the “Company”) as of December 31, 2025 and 2024, and related consolidated statements of operations, stockholders ’ 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 “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated 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 issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 16, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 audits to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion . Critical Audit Matter Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are no critical audit matters. /s/ Ham, Langston & Brezina LLP Houston, Texas March 16, 2026 We have served as the Company ’ s auditor since 2022. F - 1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Natural Gas Services Group, Inc. Opinion on the Internal Control over Financial Reporting We have audited Natural Gas Services Group, Inc.'s (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (“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 issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2025 and 2024, and related consolidated statements of operations, stockholders’ 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 “consolidated financial statements”) of the Company and our report dated March 16, 2026 expressed an unqualified opinion. 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 in the accompanying “Item 9A, Management’s 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 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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included 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/ Ham, Langston & Brezina LLP Houston, Texas March 16, 2026 We have served as the Company ’ s auditor since 2022. F - 2 NATURAL GAS SERVICES GROUP, INC. CONSOLIDATED BALANCE SHEETS (in thousands) December 31, 2025 2024 ASSETS Current Assets: Cash and cash equivalents $ — $ 2,142 Trade accounts receivable, net of provision for credit losses 18,497 15,626 Inventory, net of allowance for obsolescence 20,647 18,051 Income taxes receivable and prepayments 14,056 11,282 Prepaid expenses and other 1,696 1,075 Assets held for sale 2,227 — Total current assets 57,123 48,176 Long-term inventory, net of allowance for obsolescence — — Rental equipment, net of accumulated depreciation 498,525 415,021 Property and equipment, net of accumulated depreciation 20,519 22,989 Other assets 10,619 6,342 Total assets $ 586,786 $ 492,528 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 14,048 $ 9,670 Accrued liabilities 10,462 7,688 Total current liabilities 24,510 17,358 Long-term debt 230,000 170,000 Deferred income taxes 52,530 45,873 Other long-term liabilities 5,030 4,240 Total liabilities 312,070 237,471 Commitments and contingencies (Note 13 ) Stockholders’ Equity: Preferred stock, 5,000 shares authorized, no shares issued or outstanding — — Common stock, 30,000 shares authorized, par value $ 0.01 ; 13,883 and 13,762 shares issued, as of December 31, 2025 and 2024, respectively 138 138 Additional paid-in capital 120,811 118,415 Retained earnings 168,771 151,508 Treasury stock, at cost, 1,310 shares for each of December 31, 2025 and 2024, respectively ( 15,004 ) ( 15,004 ) Total stockholders’ equity 274,716 255,057 Total liabilities and stockholders’ equity $ 586,786 $ 492,528 See accompanying notes to these consolidated financial statements. F - 3 NATURAL GAS SERVICES GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except earnings per share) Year Ended December 31, 2025 2024 2023 Revenue: Rental $ 164,326 $ 144,236 $ 106,159 Sales 3,992 7,613 8,921 Aftermarket services 3,997 4,893 6,087 Total revenue 172,315 156,742 121,167 Cost of revenues (excluding depreciation and amortization): Rental 64,732 56,903 48,877 Sales 4,233 7,903 8,919 Aftermarket services 2,813 3,950 4,658 Total cost of revenues (excluding depreciation and amortization) 71,778 68,756 62,454 Selling, general and administrative expenses 22,411 21,012 16,938 Depreciation and amortization 36,656 31,347 26,550 Impairments 2,600 841 779 Inventory allowance 1,114 1,863 3,965 Retirement of rental equipment 728 28 505 Gain on disposition of assets, net ( 270 ) ( 430 ) ( 481 ) Total operating costs and expenses 135,017 123,417 110,710 Operating income 37,298 33,325 10,457 Other income (expense): Interest expense ( 13,565 ) ( 11,927 ) ( 4,082 ) Interest income 2,444 — — Other income (expense), net 354 268 245 Total other expense, net ( 10,767 ) ( 11,659 ) ( 3,837 ) Income before income taxes 26,531 21,666 6,620 Provision for income taxes ( 6,603 ) ( 4,439 ) ( 1,873 ) Net income $ 19,928 $ 17,227 $ 4,747 Earnings per share: Basic $ 1.59 $ 1.39 $ 0.39 Diluted $ 1.57 $ 1.37 $ 0.38 Weighted average shares outstanding: Basic 12,538 12,412 12,316 Diluted 12,695 12,554 12,383 See accompanying notes to these consolidated financial statements. F - 4 NATURAL GAS SERVICES GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount December 31, 2022 — $ — 13,519 $ 135 $ 115,411 $ 129,534 1,310 $ ( 15,004 ) $ 230,076 Stock-based compensation — — — 2 2,052 — — — 2,054 Vesting of restricted stock/units — — 169 — — — — — — Taxes paid related to net shares settlement of equity awards — — — — ( 983 ) — — — ( 983 ) Net income — — — — — 4,747 — — 4,747 December 31, 2023 — $ — 13,688 $ 137 $ 116,480 $ 134,281 1,310 $ ( 15,004 ) $ 235,894 Stock-based compensation — — — — 1,821 — — — 1,821 Vesting of restricted stock/units — — 51 1 ( 1 ) — — — — Exercise of common stock options — — 23 — 293 — — — 293 Taxes paid related to net shares settlement of equity awards — — — — ( 178 ) — — — ( 178 ) Net income — — — — — 17,227 — — 17,227 December 31, 2024 — $ — 13,762 $ 138 $ 118,415 $ 151,508 1,310 $ ( 15,004 ) $ 255,057 Stock-based compensation — — — — 2,126 — — — 2,126 Vesting of restricted stock/units and performance share units — — 107 — 108 — — — 108 Exercise of common stock options — — 14 — 168 — — — 168 Taxes paid related to net shares settlement of equity awards — — — — ( 6 ) — — — ( 6 ) Dividends declared — — — — — ( 2,665 ) — — ( 2,665 ) Net income — — — — — 19,928 — — 19,928 December 31, 2025 — $ — 13,883 $ 138 $ 120,811 $ 168,771 1,310 $ ( 15,004 ) $ 274,716 See accompanying notes to these consolidated financial statements. F - 5 NATURAL GAS SERVICES GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 19,928 $ 17,227 $ 4,747 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 36,656 31,347 26,550 Impairments 2,600 841 779 Inventory allowance 1,114 1,863 3,965 Retirement of rental equipment 728 28 505 Gain on the disposition of assets, net ( 270 ) ( 430 ) ( 481 ) Amortization of debt issuance costs 1,168 746 425 Deferred income taxes 6,657 4,237 1,838 Stock-based compensation 2,126 1,821 2,054 Provision for credit losses 155 433 492 (Gain) loss on company owned life insurance ( 63 ) ( 156 ) 235 Changes in operating assets and liabilities: Trade accounts receivables ( 3,026 ) 23,127 ( 25,010 ) Inventory ( 3,710 ) 2,477 ( 669 ) Prepaid expenses, income taxes receivable and prepayments ( 3,395 ) 152 ( 7 ) Accounts payable and accrued liabilities 5,554 ( 17,727 ) 2,436 Other ( 3,295 ) 477 174 NET CASH PROVIDED BY OPERATING ACTIVITIES 62,927 66,463 18,033 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of rental equipment, property and other equipment ( 121,487 ) ( 71,894 ) ( 153,943 ) Purchase of company owned life insurance, net — ( 22 ) ( 422 ) Proceeds received from insurance for damages to equipment 96 — — Proceeds from disposition of assets, net 94 476 477 NET CASH USED IN INVESTING ACTIVITIES ( 121,297 ) ( 71,440 ) ( 153,888 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facility borrowings 71,122 28,000 139,000 Repayments of credit facility borrowings ( 11,122 ) ( 22,000 ) — Payments of other long term liabilities — ( 780 ) ( 95 ) Payments of debt issuance costs ( 1,297 ) ( 962 ) ( 2,693 ) Proceeds from exercise of stock options 168 293 — Payment of dividends ( 2,637 ) — — Taxes paid related to net share settlement of equity awards ( 6 ) ( 178 ) ( 983 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 56,228 4,373 135,229 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 2,142 ) ( 604 ) ( 626 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,142 2,746 3,372 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 2,142 $ 2,746 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 14,793 $ 18,394 $ 7,053 Income taxes paid, net of refunds received $ 259 $ — $ — SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS: Transfer of rental equipment to inventory $ — $ 51 $ 665 Transfer of right of use assets to property and equipment $ — $ 2,641 $ — Transfer of property and equipment to assets held for sale $ 2,227 $ — $ — Accrued purchases of property and equipment $ 1,975 $ 2,687 $ — Right of use assets acquired through a finance lease $ — $ 2,174 $ 1,146 Right of use assets acquired through an operating lease $ 1,989 $ 563 $ 63 See accompanying notes to these consolidated financial statements. F - 6 NATURAL GAS SERVICES GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share amounts or where otherwise indicated) 1. Description of Business Natural Gas Services Group, Inc. (the “Company,” “NGS,” “Natural Gas Services Group,” “we,” “us” or “our”) (a Colorado corporation), is a leading provider of natural gas and electric compression equipment, technology and services to the energy industry. We rent, design, install, service and maintain compressors and related equipment and parts for our customers’ oil and gas production and processing facilities, generally using equipment from OEM suppliers along with limited in-house assembly. We are headquartered in Southlake, Texas, with administrative offices in Midland, Texas, an engineering facility located in Tulsa, Oklahoma, and service facilities located in major oil and gas producing basins in the continental United States (“U.S.”). 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and include the accounts of the Company, its subsidiary, NGSG Properties, LLC and the rabbi trust associated with our deferred compensation plan ( see Note 12 ). All significant intercompany accounts and transactions for the periods presented have been eliminated in consolidation. Use of Estimates The preparation of our Consolidated Financial Statements in conformity with GAAP requires our management to make estimates and assumptions that affect the amounts reported in these Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. Significant estimates include fixed asset lives, provision for credit losses, the allowance for inventory obsolescence and the determination of carrying values in excess of fair values, when applicable, in connection with our annual review of our long-lived assets for impairment. Cash and Cash Equivalents For purposes of reporting cash and cash equivalents and cash flows, we consider all short-term investments with an original maturity of three months or less to be cash equivalents. At times, cash balances at banks and financial institutions may exceed federally insured amounts. Accounts Receivable and Credit Losses Our trade accounts receivable are generally for 30 days in accordance with the payment terms specified in our master rental service and similar agreements. Our trade accounts receivable are substantially concentrated with customers in the exploration and production industry and range from large, multinational majors to regional firms of various sizes. We perform ongoing credit evaluations of our customers and adjust credit limits based on management’s assessment of the customer’s financial condition and payment history, as well as industry and general economic conditions. We continuously monitor collections and payments from our customers, and maintain an allowance for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified as well as forecasts of future economic conditions. While such credit losses have historically been within our expectations and the allowance established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. F - 7 Revenue Recognition The following is a description of principal activities from which we generate our revenue and the accounting policies that we apply for the recognition thereof: Rental Revenue . We generate revenue from renting compressor equipment to our customers for the right to control the use of the equipment ratably over the term of the underlying master rental service and similar agreements. Our agreements for rental equipment qualify as operating leases under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases , as amended (“ASC 842”), as we retain the primary exposure to changes in the underlying equipment’s value as the lessor unlike a sale or secured lending arrangement. Our agreements may also include a fee for servicing the equipment and surcharges for fluids, including oil, during the term of the underlying rental agreement. We have applied the practical expedient provided in ASC 842, which allows us to combine lease and non-lease components. Our rental agreements typically range from 12 to 60 months. As a lessor, we recognize operating lease revenue on a straight-line basis with equal monthly payments over the term of the underlying agreements. After the terms of the agreement have expired, a customer may renew their contract or continue renting on a monthly basis thereafter. The leased equipment is generally skid-mounted and can be moved to different locations at the direction of our customers. The leased equipment assets remain on our Consolidated Balance Sheets consistent with other property and equipment. Cash receipts associated with our lease agreements are classified within cash flows from operating activities in our Consolidated Statements of Cash Flows. Sales and Aftermarket Services Revenue. We generate revenue from the sale of component parts as well as exchange/rebuilding customer owned compressors and sale of used rental equipment. We also provide routine aftermarket or call-out services on customer owned equipment. Consistent with ASC Topic 606, Revenues from Contracts with Customers , as amended (“ASC 606”), revenue is measured and recognized based on a consideration specified in a customer’s contract, excluding any sale incentives and taxes collected on behalf of third parties (i.e. sales and property taxes). Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive for those goods or services. To recognize revenue, we (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, we satisfy the performance obligation(s). Transaction prices are not subject to variable consideration constraints. Shipping and handling costs incurred are accounted for as fulfillment costs and are included in cost of revenues in our Consolidated Statements of Operations. For sales, revenue is recognized when control has passed to the customer generally when the equipment is completed and shipped. These contracts also may include an assurance warranty clause to guarantee the product is free from defects in material and workmanship for a set duration of time; this is a standard industry practice and is not considered a performance obligation. The amount of revenue recognized is not adjusted for expected returns, as our historical returns have been de minimis. Revenue for aftermarket and other services is recognized after the services in the contract are rendered. Inventory Valuation Inventory (current and long-term) is valued at the lower of cost or net realizable value. The cost of inventories is determined by the weighted average method. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on current and anticipated customer demand and assembly requirements. We routinely review our inventory allowance to account for slow moving or obsolete inventory costs that may not be recoverable in the future. We assess anticipated customer demand based on current and upcoming activities and budgets of our major customers as well as other significant companies in the industry, along with oil and gas price forecasts and other factors affecting the industry. Our long-term inventory, which is fully reserved, consisted of raw materials and replacement parts that remain viable but with limited marketing opportunities. F - 8 Long-Lived Assets Rental equipment and property and equipment are recorded at cost less accumulated depreciation, except for work-in-progress on new rental equipment which is recorded at cost until completion and addition to our fleet. Depreciation is computed using the straight-line method over the estimated useful lives of the major asset categories as follows: Rental equipment 15 to 25 years Buildings and leasehold improvements 5 to 39 years Machinery, equipment and furniture 5 to 7 years Computer hardware and software 3 to 5 years Vehicles 3 years We assess our rental equipment and property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The following factors could trigger an impairment review: significant underperformance relative to historical or projected future cash flows; significant adverse changes in the extent or manner in which the asset (or asset group) is being used or its condition, including a meaningful drop in fleet utilization over the prior four quarters; significant negative industry or company-specific trends or actions, including meaningful activity and budget reductions by our major customers or other sizable exploration and production or midstream companies, as well as significant declines in oil and gas prices; legislative changes prohibiting us from leasing our compressor units; or poor general economic conditions. An impairment loss is recognized if the future undiscounted cash flows associated with the asset (or asset group) and the estimated fair value of the asset are less than the asset’s carrying value. Sales of equipment out of the rental fleet are included with sales revenue and cost of sales, while retirements of units are presented as a separate operating expense. Maintenance and repairs are charged to cost of rentals as incurred. Intangible Assets We amortize intangible assets with definite lives over their useful lives and review for impairment when indicators of impairment are present. We review indefinite-lived intangible assets for impairment annually or when indicators of impairment are present. We review intangibles through an assessment of the estimated future cash flows related to such assets. In the event that assets are found to be carried at amounts in excess of estimated undiscounted future cash flows, then the assets will be adjusted for impairment to a level commensurate with a discounted cash flow analysis of the underlying assets. As of December 31, 2024, we no longer have any intangible assets. Amortization expense attributable to our former intangible assets was $ 0.1 million for each of the years ending December 31, 2024 and 2023. We also incurred an impairment charge of $ 0.7 million for an intangible asset attributable to a trade name during the year ended December 31, 2024. Leases We determine if an arrangement is a lease at inception by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We determine lease classification and recognize right-of-use (“ROU”) assets and liabilities on the lease commencement date based on the present value of lease payments over the lease term. For each lease that (i) contains the same timing and pattern of transfer for lease and non-lease components and (ii) if the lease component, if accounted for separately, would be classified as an operating lease, we have elected the practical expedient to not separate non-lease components from lease components. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As substantially all of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is based on a fully collateralized loan over the lease term, to determine the present value of lease payments. Our ROU assets are included in Other assets and the related current and long-term lease obligations are included in Accrued liabilities and Other long-term liabilities, respectively, on our Consolidated Balance Sheets. F - 9 Internal-Use Software We maintain and utilize certain computer software applications that we own to support our business information needs. Such software is capitalized on our Consolidated Balance Sheets within Property and equipment ( see N ote 7 ) that is amortized over its useful life and recognized as a component of Depreciation and amortization in our Consolidated Statements of Operations. In addition, certain of our information technology service contracts are considered hosting arrangements. Accordingly, certain qualifying costs associated with the implementation of a hosting arrangement are capitalized on our Consolidated Balance Sheets within Other assets and amortized over the term of the respective contract beginning on the date for each component of the hosting arrangement when the component is ready for its intended use. Amortization of capitalized implementation costs of our hosting arrangements are recognized in our Consolidated Statements of Operations within Selling, general and administrative expenses consistent with the fees for the associated hosting arrangement services. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and net operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the statutory enactment date. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. With respect to uncertain tax positions, GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In order to record any financial statement benefit, we are required to determine, based on technical merits of the position, whether it is more likely than not (a likelihood of more than 50 percent) that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. If that step is satisfied, then we must measure the tax position to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of the benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We had no liabilities for uncertain tax positions as of December 31, 2025 and 2024. Our policy regarding income tax interest and penalties is to charge those items as components of interest expense and other income (expense), respectively. Capitalized Interest We capitalize interest from external borrowings on significant expenditures for the assembly of our natural gas compressor equipment until such projects are ready for their intended use. Capitalized interest is added to the cost of the underlying asset and is amortized over the useful lives of the assets in the same manner as the underlying assets. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. GAAP provides for a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. These inputs are categorized as follows: Level 1 - quoted prices in an active market for identical assets or liabilities; Level 2 - quoted prices in an active market for similar assets or liabilities, inputs other than quoted prices that are observable for similar assets or liabilities, inputs derived principally from or corroborated by observable market data by correlation or other means; and Level 3 - valuation methodology with unobservable inputs that are significant to the fair value measurement. We believe that the fair value of our cash and cash equivalents, trade accounts receivables, and accounts payable as of December 31, 2025 and 2024 approximate their carrying values due to the short-term nature of the instruments or the use of prevailing market interest rates. We considered the borrowings under our credit facility to approximate fair value based upon variable interest rates currently available to us for loans with similar terms (level 2). F - 10 Segments and Related Information GAAP defines the characteristics of an operating segment as (i) being engaged in business activity from which it may earn revenue and incur expenses, (ii) being reviewed by the Company’s chief operating decision maker (“CODM”) for decisions about resources to be allocated and assess its performance and (iii) having discrete financial information. Although we review our service and product offerings (rentals, sales and aftermarket services) to analyze the nature of our revenue, costs and expenses, the net income and non-GAAP financial measures including EBITDA and Adjusted gross margin are not captured or analyzed by these categories. Our chief executive officer (“CEO”) serves as the CODM and does not make resource allocation decisions or assess the performance of the business based on these service and product offerings, but rather on the entire entity in the aggregate. Accordingly, the measures of profit and loss and total assets are effectively those of the Company as a whole as reflected in these Consolidated Financial Statements. Based on these facts and underlying circumstances described further below, we have concluded that we operate in one business segment. We are primarily engaged in the business of leasing natural gas and electric compression equipment to our customers. In addition, we design, sell, install, service and maintain compressors and related equipment and parts. These business activities are similar in all geographic areas in which we operate. Our customers primarily consist of entities in the business of producing oil and gas. The maintenance and service of our products is consistent across the entire Company and is performed by a dedicated group of employees via an internal fleet of vehicles. The regulatory environment is similar in every jurisdiction in that the most impacting regulations and practices are the result of federal energy policy. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09 “ Income Taxes (Topics 740): Improvements to Income Tax Disclosures ” (“ASU 2023-09”) to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. We elected to early adopt ASU 2023-09 effective with our financial reporting for the year ended December 31, 2024 and have applied the provisions on a retrospective basis for all periods presented in these Consolidated Financial Statements. Accordingly, the enhanced disclosures required of ASU 2023-09 are provided in Note 11 . In November 2023, the FASB issued ASU 2023-07 “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”) which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. We adopted ASU 2023-07 effective January 1, 2024 and the required disclosures are referenced above in our discussion of Segments and Related Information. Recently Issued Accounting Pronouncements Pending Adoption In November 2024, the FASB issued ASU 2024-03 “ Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense ” (“ASU 2024-03”) which expands annual and interim disclosures expenses for certain types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general & administrative expenses, and research and development). ASU 2024-03 is effective for annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with early adoption permitted. The adoption of ASU 2024-03 is not expected to have a material impact on our Consolidated Financial Statements or disclosures. 3. Trade Accounts Receivable The following table summarizes our trade accounts receivable from customers as of the dates presented: December 31, 2025 2024 Trade accounts receivable Rentals $ 16,565 $ 14,218 Sales and aftermarket services 2,249 2,657 18,814 16,875 Less: Provision for credit losses ( 317 ) ( 1,249 ) Total trade accounts receivable, net $ 18,497 $ 15,626 Our trade accounts receivable consist of customer obligations due under normal trade terms for (i) operating leases for the use of our compressors, (ii) the sale of custom/assembled compressors and parts, as well as exchange/rebuilding customer owned compressors and sale of used rental equipment and (iii) the performance of aftermarket services. F - 11 Major Customers and Concentration of Credit Risk Rental revenue and sales from Occidental Permian, LTD. (“Oxy”) and Devon Energy Corporation (“Devon”) in 2025, 2024 and 2023 amounted to 59 percent, 59 percent and 52 percent of revenue on a combined basis, respectively. No other single customer accounted for more than 10 percent of our revenues in 2025, 2024 and 2023. Oxy’s and Devon’s accounts receivable balances amounted to 62 percent and 60 percent of our accounts receivable as of December 31, 2025 and 2024, respectively. No other customers amounted to more than 10 percent of our accounts receivable on a combined basis as of December 31, 2025 and 2024, respectively. Provision for Credit Losses The following table summarizes the changes in our provision for credit losses for the periods presented: Year Ended December 31, 2025 2024 2023 Beginning balance $ 1,249 $ 823 $ 338 Provision for credit losses 155 433 492 Write-offs ( 1,087 ) ( 7 ) ( 7 ) Ending balance $ 317 $ 1,249 $ 823 Management believes that the provision is adequate; however, actual write-offs may exceed the recorded allowance. The substantial write-off of the provision for credit losses during 2025 reflects certain aged receivables that are no longer deemed collectible. 4. Inventory The following table summarizes the components of our inventory, net of allowances for obsolescence as of the dates presented: December 31, 2025 2024 Parts and supplies, net of allowance of $ 2,552 and $ 4,379 , respectively $ 20,104 $ 17,706 Work-in-process 543 345 Inventory - current 20,647 18,051 Parts and supplies - long term, net of allowance of $ 1,020 and $ 1,488 , respectively — — Total inventory $ 20,647 $ 18,051 Our long-term inventory, which is fully reserved as of December 31, 2025 and 2024, consists of excess raw materials that remain viable but with limited market opportunities. Allowance for Obsolescence The following table summarizes the changes in our allowance for obsolescence for the periods presented: Year Ended December 31, 2025 2024 2023 Beginning balance $ 5,867 $ 4,004 $ 120 Allowance for obsolescence 1,114 1,863 3,965 Write-offs ( 3,409 ) — ( 81 ) Ending balance $ 3,572 $ 5,867 $ 4,004 The allowance for 2023 was primarily related to our decision to cease future compressor assembly at our Midland, Texas facility, which reduced the expected future demand of certain inventory items that were held at this facility. In 2024 and 2025, we continued actions in support of our strategy to further outsource assembly activities to third parties limiting our ability to market certain assembled parts resulting in an additional allowance charges. F - 12 5. Assets Held for Sale and Restructuring Activities Midland Facility During the second quarter of 2025, we completed all activities necessary to terminate operations at our facility in Midland, Texas (the “Midland Facility”) and prepared the site, which includes an industrial building and land, for sale. Accordingly, depreciation of the facility was suspended and the combined net carrying value of the building and land, or $ 2.2 million, was reclassified from property and equipment to an asset held for sale included as a component of current assets on our Consolidated Balance Sheet as of June 30, 2025. We have engaged a broker and are actively marketing the facility. The closure of the Midland Facility was part of our strategy to streamline and outsource our assembly operations and monetize company-owned real estate as disclosed previously. We anticipate that we will complete a sale transaction for the Midland Facility in 2026. Beginning in the first quarter of 2025, all equipment with continuing productive value was transferred from the Midland Facility to certain of our other regional service centers. By the end of April 2025, the Midland Facility was completely vacant in anticipation of the eventual sale. In addition, we disposed of all inventory items, including engines, frames and coolers, among other items that were fully reserved (see Note 4 ). In connection with the complete closure of the Midland Facility, we terminated eight employees and incurred $ 0.1 million of severance and termination benefits all of which were paid and settled during April 2025. Other Restructuring Activities During the year ended December 31, 2024, we incurred and paid an amount less than $ 0.1 million associated with certain restructuring activities at our assembly facilities for which there were no amounts remaining outstanding. During the year ended December 31, 2023, we incurred certain restructuring charges in the form of severance and related compensation benefits in connection with a transition in executive leadership. Accordingly, we incurred $ 1.2 million in severance and related compensation charges in connection with our former CEO for which there were no amounts remaining outstanding with respect to this action. 6. Rental Equipment The following table summarizes our rental equipment and accumulated depreciation as of the dates presented: December 31, 2025 2024 Compressor units $ 712,693 $ 579,373 Work-in-progress 24,894 51,662 737,587 631,035 Accumulated depreciation ( 239,062 ) ( 216,014 ) Rental equipment, net of accumulated depreciation $ 498,525 $ 415,021 We evaluated our rental equipment for potential impairment as of December 31, 2025 and 2024 and determined that none were present. We capitalized interest totaling approximately $ 2.5 million, $ 4.7 million and $ 5.5 million in connection with the acquisition and assembly of compressor units for the years ended December 31, 2025 and 2024 and 2023, respectively. Depreciation expense for rental equipment was $ 32.7 million, $ 28.2 million and $ 24.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Retirement of Rental Equipment We routinely review our rental fleet for retirement or obsolescence as well as an assessment to determine which units are not of the type, configuration, make or model that our customers are demanding or that are not cost efficient to refurbish, maintain and/or operate. As a result of these reviews, we recorded charges for the retirement of rental equipment of $ 0.7 million, less than $ 0.1 million and $ 0.5 million during the years ended December 31, 2025, 2024 and 2023, respectively. F - 13 Rental Activity Future minimum rent payments for the periods presented due as of December 31, 2025 from our customers for contractual arrangements, not on a month-to-month basis, were as follows: Year Ending December 31, 2026 $ 130,082 2027 98,189 2028 66,835 2029 39,213 2030 17,519 Total $ 351,838 7. Property and Equipment The following table summarizes our property and non-rental equipment as of the dates presented: December 31, 2025 2024 Land $ 1,562 $ 1,680 Building 16,703 19,140 Leasehold improvements 1,026 1,346 Office equipment and furniture 2,099 2,057 Computer hardware and software 619 589 Machinery and equipment 5,068 4,430 Vehicles 15,315 12,739 Work-in-progress 1,137 168 43,529 42,149 Less accumulated depreciation (1) ( 23,010 ) ( 19,160 ) Total $ 20,519 $ 22,989 (1) Includes $ 2.6 million recognized as an impairment in 2025 as discussed below. In connection with our efforts to plan for an eventual sale of our former corporate headquarters facility including a building and land in Midland, Texas (the “Former Headquarters Property”), we undertook certain actions in the fourth quarter of 2025 to begin building-out a new leased office facility in Midland, Texas. While the Former Headquarters Property remained in use as of December 31, 2025, these actions triggered a review for impairment of the Former Headquarters Property consistent with our plans to relocate to the new leased facility in 2026. In our evaluation for the impairment, the cash flows that we considered were those that we expect to receive from a sale of the Former Headquarters Property, less costs to sell, or fair value. As the carrying value of the Former Headquarters Property exceeded the fair value less costs to sell, we recognized an impairment of $ 2.6 million in the fourth quarter of 2025. Subsequently, we entered into an exclusive listing agreement in February 2026 for the sale of the Former Headquarters Property (see Note 19 ). Depreciation expense for property and equipment was $ 3.9 million, $ 2.4 million and $ 2.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. During 2025, we reclassified certain items of property and equipment attributable to our former Midland Facility with a carrying value of $ 2.2 million to assets held for sale (see Note 5 ). 8. Leases Our operating leases are primarily related to property leases for administrative and field offices, storage facilities, temporary housing and office equipment. Our operating leases have remaining lease terms of one to seven years . Renewal and termination options are included in the lease term when it is reasonably certain that we will exercise the option. Our finance leases were primarily related to vehicles used in our rental business; however, we terminated all such leases during 2024 and purchased the vehicles and recorded them in property and equipment. Prior to their termination, our finance leases generally had lease terms of three years . Our lease agreements do not contain any contingent rental payments, material residual guarantees or material restrictive covenants. F - 14 The following table reflects the amounts related to leases that are recorded on our Consolidated Balance Sheets as of the dates presented: Classification on Consolidated December 31, Description Balance Sheets 2025 2024 Operating lease assets Other assets $ 2,373 $ 607 Current operating lease liabilities Accrued liabilities $ 462 $ 153 Noncurrent operating lease liabilities Other long-term liabilities 1,911 454 Total lease liabilities $ 2,373 $ 607 Weighted average remaining lease term (in years) 4.9 3.8 Weighted average discount rate 7.4 % 8.3 % Operating lease costs are recognized on a straight-line basis over the lease term. Total operating lease costs for the years ended December 31, 2025, 2024 and 2023 were approximately $ 1.0 million, $ 0.7 million and $ 0.5 million, respectively. The following table summarizes the cash paid for amounts included in the measurement of liabilities included in our Consolidated Statements of Cash Flows for the periods presented: Year Ended December 31, 2025 2024 2023 Operating lease cost (1) (2) $ 1,010 $ 712 $ 485 Finance lease cost (3) $ — $ 622 $ 95 (1) Lease costs are classified in the Consolidated Statements of Operations within cost of revenues and selling, general and administrative expenses. (2) Includes costs of $ 0.6 million, $ 0.1 million and $ 0.3 million for leases with terms of 12 months or less and $ 0.4 million, $ 0.6 million and $ 0.2 million for leases with terms greater than 12 months for the years ended December 31, 2025, 2024 and 2023, respectively. (3) All finance leases were terminated during 2024. The following summarizes the future maturities of our lease liabilities for the periods presented: Year Ending December 31, 2026 $ 594 2027 573 2028 554 2029 455 2030 361 Thereafter 323 Total lease payments 2,860 Less: Imputed interest ( 487 ) Total $ 2,373 Rent expense under such leases was $ 0.4 million, $ 0.6 million and $ 0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. F - 15 9. Supplemental Balance Sheet Disclosures The following table summarizes the components of accrued liabilities as of the dates presented: December 31 2025 2024 Accrued purchases $ 4,960 $ 2,085 Compensation 3,121 3,483 Current operating leases 462 153 Interest 273 269 Sales taxes 421 355 Professional fees 426 393 Other 799 950 $ 10,462 $ 7,688 10. Long-Term Debt Our outstanding long-term debt consists of the following as of the dates presented: December 31, 2025 2024 Credit facility $ 230,000 $ 170,000 We have a senior secured revolving credit agreement, as amended (the “Credit Facility”) with Texas Capital Bank, National Association as administrative agent (the “Administrative Agent”), TCBI Securities, Inc., Bank of America, N.A., and the Huntington National Bank as joint lead arrangers and joint book runners, and the lenders party thereto (the “Lenders”). On April 18, 2025, we entered into the Fourth Amendment to the Amended and Restated Credit Agreement (the “Fourth Amendment”) with the Lenders to (i) increase the total commitment to $ 400.0 million from $ 300.0 million, (ii) expand the accordion feature to $ 100.0 million from $ 50.0 million, (iii) reduce the interest rates by 50 to 75 basis points at comparable leverage levels and, (iv) provide for a more flexible leverage covenant that began on September 30, 2025. In connection with the Fourth Amendment, we incurred fees and debt issue costs of $ 1.3 million. The Credit Facility provides for a total commitment of $ 400.0 million. We also have a right to request from the Lenders, an increase to the potential aggregate commitment of up to $ 100.0 million; provided, however, the aggregate commitment amount is not permitted to exceed $ 500.0 million. The accordion feature is subject to certain conditions, including the absence of a default, the consent of new or existing lenders willing to provide additional commitments, and our pro forma compliance with the Credit Facility’s financial covenants. The obligations under the Credit Facility are secured by a first priority lien on most of our assets, including inventory and certain accounts receivable as well as a variable number of our leased compressor units. The maturity date of the Credit Facility is February 28, 2028. As of December 31, 2025, we had $ 230.0 million outstanding under our Credit Facility with a weighted average interest rate of 6.59 %. As of December 31, 2025, we had approximately $ 170.0 million available for borrowing under the Credit Facility, subject to borrowing base determination that was determined to be $ 400.0 million. As of December 31, 2025, we were in compliance with all financial covenants in our Credit Facility. Borrowing Base . At any time before the maturity of the Credit Facility, we may draw, repay and re-borrow amounts available under the borrowing base up to the maximum aggregate availability discussed above. Generally, the borrowing base equals the sum of (a) 85 % of eligible accounts receivable owed to us, plus (b) 50 % of the eligible inventory, valued at the lower of cost or market value at such time, subject to a cap of this component not to exceed $ 2.5 million, plus (c) the lesser of (i) 95 % of the net book value of the compressors that the Administrative Agent has determined are eligible for the extension of credit, valued at the lower of cost or market value with depreciation not to exceed 25 years, at such time and (ii) 80 % of the net liquidation value percentage of the net book value of the eligible compressors that the Administrative Agent has determined are eligible for the extension of credit, valued at the lower of cost or market value with depreciation not to exceed 25 years, at such time, plus (d) 80 % of the net book value, valued at the lower of cost (excluding any costs for capitalized interest or other noncash capitalized costs) or market of the eligible new compressor fleet, minus (e) any required availability reserves determined by the Administrative Agent in its sole discretion. The Administrative Agent may adjust the borrowing base components if material deviations in the collateral are discovered in future audits of the collateral. F - 16 Interest and Fees. Under the terms of the Credit Facility, we have the option of selecting the applicable variable rate for each revolving loan, or portion thereof, of either (a) the Base Rate (as defined below) plus the Applicable Margin, or (b) in the case of a Term Secured Overnight Financing Rate (“SOFR”) Loan, the Adjusted Term SOFR rate plus the Applicable Margin. “Base Rate” means, for any day, a rate of interest per annum equal to the highest of (a) the prime rate for such day; (b) the sum of the federal funds rate for such day plus 0.50 %; and (c) the Adjusted Term SOFR for such day plus 1.00 %. The Applicable Margin is determined based upon the leverage ratio as set forth in the most recent compliance certificate received by the Administrative Agent for each fiscal quarter from time to time pursuant to the Credit Facility. Depending on the leverage ratio, the Applicable Margin can be 1.50 % to 2.25 % for Base Rate Loans (as defined in the Credit Facility) and 2.50 % to 3.25 % for Term SOFR Loans and for requested letters of credit. In addition, we are required to pay a monthly commitment fee on the daily average unused amount of the commitment while the Credit Facility is in effect at an annual rate equal to 0.375 % of the unused commitment amount. Accrued interest is payable monthly on outstanding principal amounts and unused commitment fee, provided that accrued interest on Term SOFR Loans is payable at the end of each interest period, but in no event less frequently than quarterly. Covenants. The Credit Facility contains customary representations and warranties, as well as covenants which, among other things, condition or limit our ability to incur additional indebtedness and liens; enter into transactions with affiliates; make acquisitions in excess of certain amounts; pay dividends; redeem or repurchase capital stock or senior notes; make investments or loans; make negative pledges; consolidate, merge or effect asset sales; or change the nature of our business. In addition, we are subject to certain financial covenants in the Credit Facility that require us to maintain (i) a leverage ratio, as defined, lesser than or equal to (a) 3.50 to 1.00 for each fiscal quarter and (ii) a fixed charge coverage ratio greater than or equal to 1.25 to 1.00 as of the last day of each fiscal quarter. Events of Default and Acceleration . The Credit Facility contains customary events of default for credit facilities of this size and type, and includes, without limitation, payment defaults; defaults in performance of covenants or other agreements contained in the Credit Facility and the other transaction documents; inaccuracies in representations and warranties; certain defaults, termination events or similar events; certain defaults with respect to any other Company indebtedness in excess of $ 1.0 million; certain bankruptcy or insolvency events; the rendering of certain judgments in excess of $ 1.0 million; certain ERISA events; certain change in control events and the defectiveness of any liens. Obligations outstanding under the Credit Facility may be accelerated upon the occurrence of an event of default. 11. Income Taxes The following table summarizes our provision for income taxes for the presented: Year Ended December 31, 2025 2024 2023 Current income tax benefit (expense): Federal $ 156 $ ( 88 ) $ — State ( 102 ) ( 114 ) ( 35 ) Total current income tax benefit (expense) 54 ( 202 ) ( 35 ) Deferred income tax (expense) benefit: Federal ( 5,703 ) ( 4,456 ) ( 1,940 ) State ( 954 ) 219 102 Total deferred income tax expense ( 6,657 ) ( 4,237 ) ( 1,838 ) Provision for income taxes $ ( 6,603 ) $ ( 4,439 ) $ ( 1,873 ) The following table summarizes the effective tax rates for the periods presented: Year Ended December 31, 2025 2024 2023 Statutory rate $ ( 5,571 ) 21.0 % $ ( 4,550 ) 21.0 % $ ( 1,390 ) 21.0 % State and local taxes ( 1,035 ) 3.9 % 130 ( 0.6 ) % 86 ( 1.3 ) % Stock-based compensation — — % 195 ( 0.9 ) % ( 46 ) 0.7 % Nondeductible compensation ( 251 ) 0.9 % ( 65 ) 0.3 % ( 543 ) 8.2 % Other 254 ( 1.0 ) % ( 149 ) 0.7 % 20 ( 0.3 ) % Effective rate $ ( 6,603 ) 24.8 % $ ( 4,439 ) 20.5 % $ ( 1,873 ) 28.3 % F - 17 The following table summarizes the income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and (liabilities) as of the dates presented: December 31, 2025 2024 Deferred income tax assets: Net operating loss carryforward $ 28,356 $ 20,600 Research and development credits 1,026 1,011 Stock-based compensation 132 269 Interest expense 285 2,756 Inventory reserves 794 1,293 Deferred compensation 693 827 Other 513 569 Total deferred income tax assets 31,799 27,325 Deferred income tax liabilities: Property and equipment ( 84,329 ) ( 73,198 ) Total deferred income tax liabilities ( 84,329 ) ( 73,198 ) Net deferred income tax liabilities $ ( 52,530 ) $ ( 45,873 ) We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, we are no longer subject to U.S. federal or state income tax examination by tax authorities for years before 2020. Income Taxes Receivable On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the economic impact caused by the COVID-19 pandemic. The CARES Act, among other things, permits federal income tax net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid federal income taxes. We generated significant NOLs during 2018 and 2019 and filed carryback claims for these losses to the preceding five years. In connection with the filing of these claims, we initially recorded a federal income tax receivable of approximately $ 15.0 million and certain related adjustments to our deferred tax liability. We subsequently received federal income tax refunds corresponding to the 2018 NOL carryback during 2020 leaving approximately $ 11.5 million remaining to be refunded in connection with the 2019 NOL carryback. In conjunction with the remaining income tax refund claim, we received a notice from the Internal Revenue Service (“IRS”) on March 8, 2023, stating that our income tax returns for 2015, 2016, 2017 and 2019 were selected for examination. Furthermore, and as is customary for income tax refunds of this magnitude, the IRS was required to review the refund claim and provide a report to the Joint Committee on Taxation of the U.S. Congress (“JCT”). As a result of the submission of the refund claim to the JCT, the IRS completed their review of the income tax returns for 2015, 2016 and 2017. Our request for refund was reviewed and concluded favorably with the JCT concurring with the IRS’s conclusions. Subsequent to a delay due to the federal government shutdown in October 2025, we received a total of $ 12.3 million in the first quarter of 2026. This amount includes tax refunds of $ 10.2 million and related interest of $ 2.1 million for the years 2015, 2016 and 2017. After receipt of these refunds, a total of $ 1.8 million attributable solely to 2019 remains open including an income tax refund of $ 1.5 million plus interest of $ 0.3 million. Other Income Tax Attributes As of December 31, 2025, we had NOL carryforwards for federal income tax purposes of $ 124.2 million, which may be carried forward indefinitely and can offset up to 80% of future taxable income in any given year. Future changes in ownership, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (“IRC”), could limit the amount of NOL carryforwards used in any one year. In general, under Section 382 and 383 of the IRC, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and certain tax credits, to offset future taxable income and tax. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders changes by more than 50 percentage points over such stockholders’ lowest percentage of ownership during the testing period (generally three years). We also had state NOL carryforwards of $ 58.5 million with carryforward periods similar to those of our federal NOLs. We paid a total of $ 0.3 million during 2025for income taxes, net of refunds received, including $ 0.1 million to the IRS and $ 0.1 million to the State of Texas. We have no reserves for uncertain tax positions as of December 31, 2025 and 2024. F - 18 12. Deferred Compensation Plan We maintain a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for executive officers, directors and certain eligible employees. The assets of the Deferred Compensation Plan are held in a rabbi trust and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The Deferred Compensation Plan allows for deferral of up to 90 percent of a participant’s base salary, bonus, commissions, director fees and restricted stock and unit awards. Company owned life insurance (“COLI”) policies are held in the rabbi trust are utilized as a source of funding for the Deferred Compensation Plan. The cash surrender value of the COLI policies was $ 2.9 million and $ 3.0 million as of December 31, 2025 and 2024, respectively, with unrealized gains and (losses) related to the policies of $ 0.1 million, $ 0.2 million and $( 0.2 ) million recorded as a component of Other income (expense) in our Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively. For deferrals of base salary, bonus, commissions and director fees, settlement payments are made to participants in cash, either in a lump sum or in periodic installments. The obligations to pay the deferred compensation and the deferred director fees are adjusted to reflect the positive or negative performance of investment measurement options selected by each participant and was $ 3.2 million and $ 3.8 million as of December 31, 2025 and 2024, respectively. The deferred obligations are included as a component of Other long-term liabilities on our Consolidated Balance Sheets. For deferrals of restricted stock awards, the Deferred Compensation Plan does not allow for diversification, therefore, distributions are paid in shares of our common stock and the obligations are carried at their grant date fair values. As of December 31, 2025 and 2024, respectively, there were no unvested restricted stock and units being deferred. As of December 31, 2025 and 2024, respectively we have released and issued 140,115 and 191,700 shares to the Deferred Compensation Plan with a value of $ 4.7 million and $ 4.8 million, respectively. 13. Commitments and Contingencies Legal Proceedings From time to time, we are a party to various claims and legal proceedings arising from our operations in the ordinary course of our business. We are not currently a party to any material legal proceedings, and we are not aware of any threatened material litigation. While the outcome of any potential claims and legal proceedings against us cannot be predicted with certainty, we have concluded that it is not considered reasonably possible that a loss resulting from any such claims or proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse effect on our financial position, results of operations or cash flows. Furthermore, we believe that we maintain adequate insurance coverage against any potential litigation loss relating to insurable risks. 14. Stockholders’ Equity Preferred Stock As of December 31, 2025 and 2024, we had a total of 5,000,000 authorized preferred shares which may be issued in series with rights and preferences as designated by our Board of Directors. As of December 31, 2025 and 2024, there were no issued or outstanding preferred shares. Common Stock As of December 31, 2025 and 2024, we had a total of 30,000,000 authorized shares of common stock, par value $ 0.01 per share. As of December 31, 2025 and 2024, there were 13,882,860 and 13,761,664 shares issued and 12,573,014 and 12,451,818 shares outstanding, respectively. Additional Paid-In Capital Additional paid-in capital includes the cumulative amounts received in excess of the par value with respect to the public offerings of our common stock and the issuance of shares in connection with our stock-based compensation plans. Furthermore, additional paid-in capital is increased by the periodic cost of equity-classified stock-based compensation awards, net of any forfeitures and the cost of shares used to settle income tax obligations upon vesting. F - 19 Retained Earnings, Dividends and Comprehensive Income Cash dividends are considered restricted payments as defined in the Credit Facility and may be made provided that certain conditions are satisfied as reflected in the Credit Facility, including the absence of any defaults, among others. The following table summarizes our dividends declared and paid in cash for the periods presented: Quarterly Period Ended Dividends Declared per Share Dividends Paid December 31, 2025 $ 0.11 $ 1,383 September 30, 2025 $ 0.10 $ 1,254 Our comprehensive income is comprised only of our net income as there are no components that would be considered as other comprehensive income. Treasury Stock and Share Repurchases On August 8, 2025, our Board of Directors approved a share repurchase program (the “Repurchase Plan”). The Repurchase Plan provides for the repurchase of shares of our common stock from time to time in the open market as conditions, cash reserves, cash flows and the evaluation of uses of cash for operations, growth and share repurchase may allow. The Repurchase Plan is limited to $ 6 million and expires on August 6, 2027. There were no share repurchases during 2025. 15. Revenues from Customers Disaggregation of Revenue The following table summarizes our revenue disaggregated by product or service type for the periods presented: Year Ended December 31, 2025 2024 2023 Rental $ 164,326 $ 144,236 $ 106,159 Sales Parts 2,120 5,106 6,311 Other (Compressors/Rebuilds) 1,872 2,507 2,610 3,992 7,613 8,921 Aftermarket services 3,997 4,893 6,087 Total revenue $ 172,315 $ 156,742 $ 121,167 For the periods ended December 31, 2024 and 2023, we recognized revenue of less than $ 0.4 million and $ 0.1 million from amounts related to sales that were included in deferred revenue at the beginning of 2024 and 2023, respectively. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2025 and 2024, we had no unsatisfied performance obligations. Contract Costs We recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. These costs are included within Selling, general and administrative expense in our Consolidated Statements of Operations. F - 20 16. Stock-Based and Other Long-Term Incentive Compensation We maintain two stockholder approved plans for the issuance of stock-based compensation awards to our employees, Board of Director members and certain independent contractors: (i) the 2019 Equity Incentive Plan, as amended (the “Equity Incentive Plan”), and (ii) the 1998 Stock Option Plan, as amended (the “Stock Option Plan”). The following table summarizes the total stock-based compensation expense recognized during the periods presented: Year Ended December 31, 2025 2024 2023 Equity-classified $ 2,126 $ 1,821 $ 2,054 Liability-classified (1) 440 248 — $ 2,566 $ 2,069 $ 2,054 (1) Represents compensation expense associated with awards that may be settled in cash at the option of the grantee. Equity Incentive Plan The Equity Incentive Plan provides for up to 1,650,000 shares of common stock for issuance in the form of awards for: (i) stock options, (ii) stock appreciation rights, (iii) restricted awards in the form of restricted stock and restricted stock units (“RSUs ”) , (iv) performance share awards, including performance share unit (“PSUs ” ) and, (v) other equity-based awards. After consideration of the activity described in detail below, a total of 646,751 shares remained available for grant as of December 31, 2025. Time-Vested Restricted Stock and Restricted Stock Units The following table summarizes all restricted stock and RSU activity during the year ended December 31, 2025: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding, December 31, 2024 131,183 $ 16.39 5.15 $ 3,516 Granted 75,031 $ 22.78 $ 1,709 Vested ( 85,699 ) $ 15.96 $ 2,150 Canceled/Forfeited ( 15,050 ) $ 19.65 $ 411 Outstanding, December 31, 2025 105,465 $ 20.82 3.70 $ 3,516 We recognized stock compensation expense from restricted stock and RSUs of $ 1.2 million, $ 1.3 million and $ 2.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, there was a total of approximately $ 1.4 million of unrecognized compensation expense related to the unvested portion of the restricted stock and RSUs. This expense is expected to be recognized over the next 2.1 years. Cash-Settled Restricted Stock Units The 2025 and 2024 grant of RSUs to the non-employee members of our Board of Directors that can be settled in cash represent liability-classified awards. Accordingly, compensation expense associated with these awards accumulates as a component of Accrued liabilities on our Consolidated Balance Sheet until the awards vest and are settled. Compensation expense associated with these awards is based upon the fair value of NGS common stock at each reporting period relative to that portion of the service period that has passed. Accordingly, the compensation expense is variable in nature. F - 21 The following table summarizes all cash settled RSU activity during the year ended December 31, 2025: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding, December 31, 2024 15,069 $ 19.51 0.50 $ 294 Granted 13,812 $ 24.60 $ 340 Vested ( 12,259 ) $ 19.50 $ 240 Canceled/Forfeited ( 2,810 ) $ 19.57 $ 55 Outstanding, December 31, 2025 13,812 $ 24.60 0.42 $ 380 Cumulative compensation expense attributable to the cash-settled RSUs can range from zero to a maximum based on the total number of units vesting multiplied by closing price of our common stock on the vesting date. Performance Share Units PSU awards, which have been granted to certain executive officers during the years ended December 31, 2025 and 2024, are based upon performance for a three-year period ending December 31, 2026 for the 2024 grants and December 31, 2027 for the 2025 grants measured against relative total shareholder return (“TSR”) compared to a peer group of companies as established by the Compensation Committee. The PSU award payouts range from zero (if the Company ranks below the 31.25 percentile) and up to 200 % (if the Company ranks first) based upon our relative TSR performance ranking (subject to certain caps based on absolute TSR as defined in the PSU agreements). With respect to vesting, the PSUs have both a service condition and a market condition. Due to the presence of the TSR measurement for the common equity of the peer companies, including NGS common stock, which is deemed a “market condition,” the grant-date fair values of the PSUs have been determined using a binomial pricing model, or a Monte Carlo simulation model. The following table summarizes the weighted average grant date fair values of PSUs granted and the assumptions used in the Monte Carlo simulation model for the determination of the grant date fair values of our PSUs granted during the periods presented: Year Ended December 31, 2025 2024 Weighted-average grant date fair value of PSUs granted $ 28.22 $ 22.47 Risk free rate 3.64 % to 3.93 % 4.09 % to 4.39 % Expected volatility 43.9 % to 46.5 % 43.4 % to 44.2 % Expected dividend yield — % — % The following table summarizes all PSU activity during the year ended December 31, 2025: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding, December 31, 2024 56,764 $ 22.47 2.22 $ — Granted 41,724 $ 28.22 $ — Vested 8,160 $ 22.48 $ — Canceled/Forfeited ( 12,147 ) $ 22.48 $ — Outstanding, December 31, 2025 94,501 $ 22.47 2.22 $ — We recognized stock compensation expense from PSUs of $ 0.6 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was a total of approximately $ 1.1 million of unrecognized compensation expense related to the unvested portion of the PSUs. This expense is expected to be recognized over the next 1.6 years. F - 22 Stock Option Plan The Stock Option Plan provides for the granting of incentive and non-qualified stock options for up to 1,000,000 shares of common stock. After consideration of the activity described in detail below, a total of, 395,169 shares remained available for grant as of December 31, 2025. While the Stock Option Plan expired on February 28, 2026, all stock options that were outstanding as of December 31, 2025 will remain subject to their vesting rights through their contractual lives. Any future grants of stock options will be sourced from the Equity Incentive Plan Option awards are generally granted with an exercise price equal to the market price of our stock at the date of grant; those option awards generally vest in equal increments over three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control of the Company (as defined in the Stock Option Plan). The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that applies the assumptions noted in the following table. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected life of options granted is based on the vesting period and historical exercise and post-vesting employment termination behavior for similar grants. We use historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The following table summarizes the weighted average grant date fair values of options granted and the assumptions used in the Black-Scholes option valuation model for their determination for the periods presented: Year Ended December 31, 2025 2024 2023 Weighted-average grant date fair value of options granted $ 12.07 $ 12.25 $ 5.11 Risk free rate 4.07 % 4.36 % 3.99 % Expected life 6.47 6.53 6.49 Expected volatility 50.04 % 48.25 % 47 % Expected dividend yield 0.08 % — % — % The following table summarizes all option activity during the year ended December 31, 2025: Number of Shares Underlying Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding, December 31, 2024 113,751 $ 20.44 5.84 $ 747 Granted 44,250 $ 22.34 $ — Exercised ( 14,833 ) $ 14.38 $ 186 Canceled/Forfeited ( 8,833 ) $ 23.16 $ 31 Expired ( 23,167 ) $ 22.90 $ — Outstanding, December 31, 2025 111,168 $ 21.28 7.27 $ 1,375 Outstanding, Exercisable, December 31, 2025 45,919 $ 20.01 5.00 $ 626 The following table summarizes information about our stock options outstanding as of December 31, 2025: Range of Exercise Prices Options Outstanding Options Exercisable Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 0.01 -$ 18.00 19,501 6.32 $ 10.82 17,835 $ 10.92 $ 18.01 -$ 26.00 75,417 8.84 $ 22.50 11,834 $ 22.53 $ 26.01 -$ 30.00 16,250 1.13 $ 28.15 16,250 $ 28.15 111,168 7.27 $ 21.28 45,919 $ 20.01 F - 23 The following table summarizes changes in our unvested stock options during the year December 31, 2025: Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2024 48,998 $ 11.35 Granted 44,250 $ 12.07 Vested ( 20,999 ) $ 10.61 Canceled/Forfeited ( 7,000 ) $ 12.29 Unvested at December 31, 2025 65,249 $ 11.97 We recognized stock compensation expense from stock options of $ 0.3 million, $ 0.2 million and $ 0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, there was $ 0.4 million of unamortized compensation cost related to unvested stock options. Other Long-Term Incentive Compensation From time to time and under certain circumstances, the Compensation Committee of our Board of Directors may grant cash-based incentive compensation awards that vest over periods greater than one year as a supplement to stock-based awards and in addition to customary annual incentive cash bonuses. Total compensation expense related to these long-term incentive awards was approximately $ 0.4 million for the year ended December 31, 2023. The awards associated with these compensation charges were fully vested and settled in cash prior to December 31, 2023. Accordingly, there were no amounts remaining as unrecognized compensation and no outstanding obligations as of December 31, 2025 and 2024 for these and any similar awards. 17. Related Party Transactions During the years ended December 31, 2025, 2024 and 2023 we sold less than $ 0.1 million, $ 0.7 million, and $ 0.9 million, respectively, of compressor components to N-G Joint Venture, LLC (“N-G”) our 14 % joint venture. As of December 31, 2025 and 2024, we had accounts receivable of $ 0.1 million and $ 0.1 million with N-G, respectively. During the years ended December 31, 2024 and 2023, we paid less than $ 0.1 million and $ 0.3 million, respectively, to Mill Road Capital, a shareholder that previously held more than five percent of outstanding shares, for expense reimbursements primarily related to a cooperation agreement that expired in 2025. No amounts were paid during 2025. 18. Earnings per Share The following table reconciles the numerators and denominators of the basic and diluted earnings (loss) per share computation for the periods presented: Year Ended December 31, 2025 2024 2023 Numerator for basic and diluted earnings per share: Net income $ 19,928 $ 17,227 $ 4,747 Denominator for basic earnings per common share: Weighted average common shares outstanding - Basic 12,538 12,412 12,316 Denominator for diluted earnings per share: Weighted average common shares outstanding 12,538 12,412 12,316 Dilutive effect of stock-based compensation awards 157 142 67 Weighted average common shares outstanding - Diluted 12,695 12,554 12,383 Earnings per share: Basic $ 1.59 $ 1.39 $ 0.39 Diluted $ 1.57 $ 1.37 $ 0.38 F - 24 The following table summarizes the actual number of stock-based compensation awards that were excluded from the determination of diluted earnings per share due to their anti-dilutive effect for the periods presented: Year Ended December 31, 2025 2024 2023 Stock options 89,667 83,917 129,751 Restricted stock and RSUs — 13,345 10,984 89,667 97,262 140,735 19. Subsequent Events On February 9, 2026, we announced that our Board of Directors declared a cash dividend of $ 0.11 per share to stockholders of record as of February 18, 2026. The dividend was paid on March 4, 2026 for a total of $ 1.4 million. On February 10, 2026, we entered into an exclusive listing agreement to sell the Former Headquarters Property. The proposed sale of the Former Headquarters Property as well as our ongoing effort to sell our former fabrication facility in Midland (see N o te 5 ) are part of our broader efforts to monetize certain noncash assets. We anticipate a closing of the Former Headquarters Property in the second half of 2026. We have evaluated all events subsequent to the balance sheet date as of December 31, 2025 and through the date this report was issued and determined that there have been no other events that would require adjustments or additional disclosures to our Consolidated Financial Statements. F - 25