What changed in this filing

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Item 1. Business

2026-03-05 compared with 2025-03-04 · 52 added, 53 removed, 250 unchanged (30% of the section changed)

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Provides other services often utilized in conjunction with our High Specification Rigs and Wireline Services segments.

These services include equipment rentals, plug and abandonment, logistics, coil tubing, and processing solutions.

These services include equipment rentals, plug and abandonment, logistics, coil tubing, mixing plants and chemicals, tubing and inspection, transportation, and processing solutions.

The Company’s operations take place in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.

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Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.

The following diagram indicates our ownership structure as of February 28, 2025:

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(1) CSL and Bayou Well Holdings Company, LLC (collectively the “Legacy Owners”) own the equity interests, with CSL holding a majority of such interests.

(2) Inclusive of unvested restricted share awards.

We conduct our operations through multiple business lines that are organized into three reporting segments:

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Our services, when utilized in conjunction with one another, strategically enhance our operating footprint by creating operational efficiencies for our customers and allow us to capture a greater portion of their spending across the lifecycle of a well.

During 2025, the Company acquired American Well Intermediate Holdings, LLC (“AWS Intermediate”), which is the sole owner of 100% of American Well Services, LLC (“American Well Services,” and together with AWS Intermediate, “AWS”), which operates a fleet of high specification rigs and complementary supporting equipment primarily within the Permian Basin.

In January 2026, AWS Intermediate was renamed Ranger AWS Intermediate Holdings, LLC and American Well Services was renamed Ranger AWS, LLC.

The operations of AWS have been integrated into the Company’s existing High Specification Rigs and Processing Solutions and Ancillary Services segments.

The following provides additional detail on our reportable segments and the business lines within each segment.

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Our High Specification Rig segment provides high specification well and complementary equipment and services to facilitate operations throughout the lifecycle of a well.

We provide services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services.

We provide services to E&P companies, particularly to those operating

in unconventional oil and natural gas reservoirs and require technically and operationally advanced services.

Our high specification well service rigs are designed to support U.S.

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Our pumping services can be used during completion or intervention operations as a standalone service or in a comprehensive completion pump down perforating solution.

Combining Ranger’s wireline perforating and pump down services maximizes operational efficiency through integrated safety, quality and communications systems.

Combining Ranger’s wireline perforating and pump down services maximizes operational efficiency through integrated safety, quality and

communications systems.

Our pumping services can be used during intervention operations for pressure testing casing, tubing and plugs, or for injecting and pumping acid into the reservoir to stimulate production.

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alternatively, an asset may operate in conjunction with one or more other fleet assets within the Ranger portfolio.

We have a fleet of 406 well service rigs as of December 31, 2024 of which 180 rigs are active and marketable;

We have a fleet of 431 well service rigs as of December 31, 2025, which includes 41 rigs acquired as part of the AWS acquisition in the fourth quarter of 2025.

Of the total fleet, 193 rigs are active and marketable;

182 rigs are available for reactivation;

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As part of our gas processing operations in support of field level recapture and power generation, we manage a group of 30 mechanical refrigeration units, 60 gas coolers and 13 generators as of December 31, 2025.

Our business relies on a fleet of light duty trucks and vehicles that assist our crews in operations activities across all segments.

Our business relies on a fleet of light and medium duty trucks and vehicles that assist our crews in operations activities across all segments.

As of December 31, 2025 we had a total of approximately 1,500 trucks and vehicles either owned or under finance lease in our fleet.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

We provide services in various geographic regions across the United States, which are highly competitive.

We provide services in various geographic regions across the U.S., which are highly competitive.

Our competitors include many large and small oilfield service providers.

Our largest competitors in the current market include RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE Energy Service, Inc..

Our largest competitors in the current market include RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Solaris Energy Infrastructure, Inc., Nine Energy Service, Inc., DMC Global, Inc., Core Laboratories, Inc., Drilling Tools International Corporation, Forum Energy Technologies, Inc., NPK International, Inc., Smart Sand, Inc., and Tetra Technologies, Inc.

In addition, our industry is highly fragmented and we compete regionally with a significant number of smaller service providers that are not publicly traded.

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Additionally, some of the areas in which we have operations, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions, primarily during the winter months.

During periods of heavy snow, ice, wind or rain, we may be unable to operate

or move our equipment between locations, thereby reducing our ability to provide services and generate revenue, or we could suffer weather-related damage to our facilities and equipment resulting in delays in operations.

During periods of heavy snow, ice, wind or rain, we may be unable to operate or move our equipment between locations, thereby reducing our ability to provide services and generate revenue, or we could suffer weather-related damage to our facilities and equipment resulting in delays in operations.

Sales and Marketing

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Significant Customers

During the year ended December 31, 2025, three customers accounted for approximately 30%, 18%, and 11%, respectively, of our consolidated revenue.

During the year ended December 31, 2024, four customers accounted for approximately 22%, 13%, 13% and 11%, respectively, of our consolidated revenue.

During the year ended December 31, 2023, two customers accounted for approximately 10% each of our consolidated revenue.

For the years ended December 31, 2025 and 2024, our top five revenue-generating customers represented approximately 73% and 65% of our consolidated revenue, respectively.

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Environmental and Occupational Safety and Health Matters

Our operations, which support the oil and natural gas exploration, development and production activities pursued by our customers, are subject to stringent and comprehensive federal, regional, state and local laws and regulations governing occupational safety and health, the discharge of materials into the environment, solid and hazardous waste management, fluid transportation and disposal and environmental protection.

occupational safety and health, the discharge of materials into the environment, solid and hazardous waste management, fluid transportation and disposal and environmental protection.

These laws and regulations may, among other things:

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and governmental or private claims for personal injury or property or natural resource damages.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on

our business, liquidity position, financial condition, results of operations and prospects.

We may be unable to pass on such increased compliance costs to our customers.

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Water Discharges and Discharges into Belowground Formations

The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into state waters and waters of the United States.

The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency.

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In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities.

The CWA also prohibits the discharge of dredge and fill

material in regulated waters, including wetlands, unless authorized by permit.

The CWA also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit.

There has been substantial uncertainty regarding the scope of regulated waters in recent years, and any expansion in this scope could result in increased costs or timeframes to complete activities.

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The Oil Pollution Act of 1990 (“OPA”) sets minimum standards for prevention, containment and cleanup of oil spills.

The OPA applies to vessels, offshore facilities and onshore facilities, including E&P facilities that may affect waters of the United States.

The OPA applies to vessels, offshore facilities and onshore facilities, including E&P facilities that may affect waters of the U.S.

Under the OPA, responsible parties including owners and operators of onshore facilities may be held strictly liable for oil cleanup costs and natural resource damages as well as a variety of public and private damages that may result from oil spills.

The OPA also requires owners or operators of certain onshore facilities to prepare facility response plans (“FRP”) for responding to a worst-case discharge of oil into waters of the United States.

The OPA also requires owners or operators of certain onshore facilities to prepare facility response plans (“FRP”) for responding to a worst-case discharge of oil into waters of the U.S..

Our oil and natural gas producing customers dispose of flowback and produced water or certain other oilfield fluids gathered from oil and natural gas producing operations in accordance with permits issued by government authorities overseeing such disposal activities.

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These laws and their implementing regulations also impose limitations on air emissions and require adherence to maintenance, work practice, reporting and record keeping and other requirements.

Failure to obtain a permit or to comply with permit or other regulatory requirements could result in the imposition of sanctions, including administrative, civil and criminal penalties.

to obtain a permit or to comply with permit or other regulatory requirements could result in the imposition of sanctions, including administrative, civil and criminal penalties.

In addition, we or our customers could be required to shut down or retrofit existing equipment, leading to additional capital or operating expenses and operational delays.

Many of these regulatory requirements, including New Source Performance Standards (“NSPS”) and Maximum Achievable Control Technology standards, are expected to be made more stringent over time as a result of stricter ambient air quality standards and other air quality protection goals adopted by the EPA.

Compliance with these or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines and significantly increase our capital expenditures and operating costs, which could adversely impact our business.

Moreover, compliance with air pollution control and permitting requirements has the potential to delay the development of oil and natural gas projects and increase costs for us and our customers.

In recent years, the EPA has finalized regulations intended to reduce methane and other emissions from certain oil and natural gas facilities, including requirements related to emissions monitoring and control technologies.

While these requirements generally apply directly to oil and natural gas operators rather than oilfield service providers, compliance obligations imposed on our customers could increase their operating costs or affect drilling and completion activity, which could in turn reduce demand for our services.

Future revisions to the CAA or analogous state laws, including more stringent New Source Performance Standards or other emissions requirements, could require additional capital expenditures, operational changes or increased costs for us and our customers.

Our business could be materially affected if these or other similar requirements increase the cost of doing business for us and our customers, or reduce the demand for the oil and natural gas our customers produce, and thus have an adverse effect on the demand for our services.

Climate Change

The threat of climate change continues to attract considerable attention in the United States and in foreign countries.

Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHG”) as well as to restrict or eliminate such future emissions.

As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG.

In the United States, no comprehensive climate change legislation has been implemented at the federal level.

However, there are a number of proposed federal initiatives for climate change legislation that may be passed into law.

Moreover, following the U.S.

Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the U.S.

Department of Transportation (“DOT”), implement GHG emissions limits on vehicles manufactured for operation in the United States.

Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.

International developments focused on restricting GHG emissions include the United Nations Framework Convention on Climate Change, which includes implementation of the Paris Agreement and the Kyoto Protocol by the signatories.

Caps or fees on carbon emissions, including in the U.S., have been and may continue to be established and the cost of such caps or fees could disproportionately affect the fossil-fuel sectors.

The implementation of these agreements and other existing or future regulatory mandates, may adversely affect the demand for our products and services, require us or our customers to reduce GHG emissions or impose taxes on us or our customers, all of which could have a material adverse effect on our operations and results.

Litigation risks are also increasing, as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.

There are also increasing financial risks for companies in the fossil fuel sector as stockholders currently invested in fossil fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel related sectors.

Institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies.

There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector.

Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.

Additionally, the Securities and Exchange Commission (the “SEC”) proposed new rules relating to the disclosure of a range of climate-related risks.

However, the SEC has stayed the final rule pending the resolution of consolidated legal challenges that are currently proceeding before the U.S.

Court of Appeals for the Eight Circuit.

Enhanced climate disclosure requirements could result in additional legal and accounting costs and accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.

Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for our services and products.

One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.

Climate change continues to attract considerable attention in the United States and in foreign countries.

Numerous proposals have been made and may continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHG”) as well as to restrict or eliminate future emissions.

As a result, our operations, as well as the operations of our oil and natural gas E&P customers, are subject to regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and the emission of GHG.

At the federal level, the EPA has finalized regulations intended to reduce methane emissions from certain oil and natural gas facilities.

In addition, pursuant to the Inflation Reduction Act of 2022, a methane emissions fee is being implemented for certain oil and natural gas facilities that exceed specified emissions thresholds.

These requirements generally apply to oil and natural gas operators rather than to oilfield service providers;

however, increased regulatory compliance costs, monitoring requirements or fees imposed on our customers could reduce drilling and completion activity or otherwise decrease demand for our services.

Various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives focused on GHG cap-and-trade programs, carbon taxes, reporting and tracking programs, emissions reduction targets and related disclosure requirements.

International developments focused on restricting GHG emissions include efforts under the United Nations Framework Convention on Climate Change, including implementation of the Paris Agreement.

Caps or fees on carbon emissions, including in the United States, have been and may continue to be established, and the cost of such caps or fees could disproportionately affect the fossil fuel sector.

The implementation of these initiatives or other existing or future regulatory mandates may adversely affect demand for our services, require us or our customers to reduce GHG emissions, or impose taxes or fees on us or our customers, any of which could have a material adverse effect on our operations and results.

Litigation risks are also evolving, as various governmental entities and private parties have sought to bring suit against certain oil and natural gas companies in state or federal court alleging, among other things, that such companies contributed to climate change-related harms or failed to adequately disclose climate-related risks.

While we are not currently a party to such litigation, similar claims could be asserted in the future.

There are also increasing financial risks for companies in the fossil fuel sector.

Certain investors and financial institutions have adopted policies that seek to limit or condition investment in fossil fuel-related businesses or require enhanced environmental, social and governance disclosures.

These practices could increase our cost of capital or limit access to financing and could result in the restriction, delay or cancellation of drilling or development activities by our customers.

In 2024, the Securities and Exchange Commission (the “SEC”) adopted final rules relating to climate-related disclosures;

however, the rules are currently stayed pending judicial review.

The ultimate scope, timing and applicability of any final requirements, including the extent to which such requirements would apply to smaller reporting companies such as us, remain uncertain.

If implemented and applicable to us, such rules could result in additional legal, accounting and compliance costs.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas could increase compliance costs, reduce demand for oil and natural gas, and reduce demand for our services.

Political, litigation and financial developments related to

climate change could also impair our customers’ ability to operate economically, restrict or cancel production activities, or result in asset impairments, any of which could have a material adverse effect on our business, financial condition and results of operations.

Hydraulic Fracturing

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There are additional regulations specifically relating to the trucking industry, including requirements related to testing and weight and dimension specifications of equipment, drug testing and product handling.

The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services.

The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by

requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services.

Some of these possible changes include increasingly stringent environmental regulations and fuel economy requirements, changes in the hours of service regulations which govern the amount of time driven in any specific period and requiring onboard black box recorder devices or limits on vehicle weight and size.

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DOT regulations also mandate drug testing of drivers.

From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including

taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers.

From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers.

We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.

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

What changed 10-K

Item 1. Business