What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-04 · 237 added, 159 removed, 658 unchanged (38% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Grant Thornton LLP;

Houston, Texas;

PCAOB ID # 248 )

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Note 2—Summary of Significant Accounting Policies

Note 3 — Business Combinations

Note 4 —Assets Held for Sale

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Note 9 —Other Finance Leases

Note 10 —Debt

Note 1 1 —Equity

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and the Stockholders of

Board of Directors and Stockholders

Ranger Energy Services, Inc.

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We have audited the accompanying consolidated balance sheets of Ranger Energy Services, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the two years ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two 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 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 two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have 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 the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 5, 2026 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023.

Basis for opinion

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

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Inventory 3.1 5.7

Prepaid expenses 11.4 9.6

Prepaid expenses and other current assets 12.5 11.4

Assets held for sale 0.3 0.8

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Other financing liability, current portion 0.7 0.7

Long-term debt, current portion — 0.1

Borrowings under Revolving Credit Facility 3.5 —

Short-term lease liability 11.3 8.7

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Deferred tax liability 23.5 18.2

Other long-term liabilities 0.1 —

Total liabilities 119.2 107.8

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50,000,000 shares authorized;

no Series A shares issued and outstanding as of December 31, 2024 and 2023

0 Series A shares issued and outstanding as of December 31, 2025 and 2024

Class A Common Stock, $ 0.01 par value, 100,000,000 shares authorized;

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Processing Solutions and Ancillary Services 107.3 98.4

Total cost of services 472.8 531.7

Total cost of services (exclusive of depreciation and amortization) 456.6 472.8

General and administrative 29.6 27.8

Depreciation and amortization 46.3 44.1

Impairment of fixed assets — 0.4

Impairment of assets 0.4 —

Gain on sale of assets ( 1.4 ) ( 2.2 )

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Interest expense, net 1.2 2.6

Loss on debt retirement — 2.4

Other income, net ( 3.6 ) —

Total other expenses ( 2.4 ) 2.6

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Shares withheld for taxes on equity transactions ( 135,299 ) ( 161,368 ) — —

Issuance in connection with acquisitions 1,998,401 — — —

Balance, end of year 28,435,316 26,130,574 $ 0.3 $ 0.3

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Shares withheld for taxes on equity transactions ( 2.0 ) ( 1.8 )

Issuance of Class A Common Stock in connection with acquisitions 27.5 —

Balance, end of year $ 301.8 $ 269.9

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Repurchase of Class A Common Stock ( 12.3 ) ( 15.5 )

Issuance of Class A Common Stock in connection with acquisitions 27.5 —

Balance, end of year $ 300.1 $ 273.8

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(in millions)

Years Ended December 31,

Year Ended December 31,

Cash Flows from Operating Activities

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Equity based compensation 6.5 5.8

Gain on disposal of property and equipment ( 2.2 ) ( 1.8 )

Impairment of fixed assets — 0.4

Gain on sale of assets ( 1.4 ) ( 2.2 )

Deferred income tax expense 5.4 6.9

Loss on debt retirement — 2.4

Other expense, net 1.3 2.3

Impairment of assets 0.4 —

Other expenses 2.6 1.3

Changes in operating assets and liabilities

Accounts receivable 16.7 5.3

Accounts receivable, net 16.3 16.7

Contract assets ( 0.4 ) 1.0

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Proceeds from disposal of property and equipment 2.5 3.0

Purchase of business, net of cash received ( 52.5 ) —

Net cash used in investing activities ( 76.1 ) ( 31.1 )

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Principal payments on Revolving Credit Facility ( 39.5 ) ( 27.3 )

Principal payments on Eclipse M&E Term Loan Facility — ( 10.4 )

Principal payments on Secured Promissory Note — ( 6.2 )

Payments on Other Installment Purchases ( 0.1 ) ( 0.4 )

Principal payments on financing lease obligations ( 6.6 ) ( 5.7 )

Principal payments on other financing liabilities ( 0.7 ) ( 0.6 )

Shares withheld for equity compensation ( 1.8 ) ( 1.0 )

Dividends paid to Class A Common Stock stockholders ( 5.5 ) ( 4.5 )

Shares withheld for equity compensation ( 2.0 ) ( 1.8 )

Payments on Other Installment Purchases — ( 0.1 )

Repurchase of Class A Common Stock ( 12.2 ) ( 15.5 )

Deferred financing costs on Wells Fargo Revolving Credit Facility — ( 0.7 )

Net cash used in financing activities ( 23.5 ) ( 28.2 )

Increase in Cash and Cash equivalents 25.2 12.0

Cash and Cash Equivalents, Beginning of Year 15.7 3.7

Cash and Cash Equivalents, End of Year $ 40.9 $ 15.7

Increase (decrease) in cash and cash equivalents ( 30.6 ) 25.2

Cash and cash equivalents, Beginning of Period 40.9 15.7

Cash and cash equivalents, End of Period $ 10.3 $ 40.9

Supplemental Cash Flow Information

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Additions to fixed assets through asset trades $ ( 1.8 ) $ ( 4.6 )

Shares issued for the purchase of a business $ ( 27.5 ) $ —

The accompanying notes are an integral part of these Consolidated Financial Statements.

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• Wireline Services .

Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down lines.

Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines.

• Processing Solutions and Ancillary Services .

Provides complimentary 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.

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, 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, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.

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• Impairment of property and equipment and intangible assets;

• Collectability of accounts receivable and estimates of allowance for credit losses;

• Income taxes;

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Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements of the Company include accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

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Such factors include growth and composition of accounts receivable, the relationship of the allowance for credit losses to accounts receivable and current economic conditions.

Account receivable, net was $ 77.9 million, $ 68.4 million, and $ 85.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The balance of allowance for credit losses was $ 1.4 million and $ 1.2 million for the years ended December 31, 2025 and 2024, respectively.

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Lease terms do not include options to extend or terminate the lease, as management does not consider them reasonably certain to exercise at this time.

Leases with terms of 12 months or less are considered short-term leases and therefore payments are recorded as an expense on a straight-line basis over the lease term.

Leases with terms of 12 months or

less are considered short-term leases and therefore payments are recorded as an expense on a straight-line basis over the lease term.

Any lease and non-components are combined.

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Level 3—Significant unobservable inputs.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivables and accounts payables and debt.

The fair value of cash and cash equivalents, accounts receivables and accounts payables, which are determined to be Level 1 measurements, approximate fair value due to the short‑term nature of these instruments.

The carrying value reported for debt approximates fair value because the underlying instruments are at interest rates which approximate current market rates and is considered Level 3 in the fair value hierarchy The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2024 and 2023.

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments.

The carrying value of the Company’s debt approximates fair value because the interest rates on the underlying instruments approximate current market rates.

The Company did not have any assets that were measured at fair value on a recurring basis at December 31, 2025 and 2024.

In connection with business combinations completed during the year ended December 31, 2025, the Company recorded contingent consideration liabilities that are measured at fair value on a recurring basis and is considered Level 3 in the fair value hierarchy.

Revenue Recognition

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(i) identification of the promised goods or services in the contract;

(ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract;

(ii) determination of whether the promised goods or services are performance obligations,

including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

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The Company will periodically incur costs to fulfill contracts with customers and will defer such costs over the earlier of 12 months or the estimated number of months in which they are expected to be consumed.

The deferred costs are included within Prepaid expenses on the Consolidated Balance Sheets as of December 31, 2024 and 2023.

During the years ended December 31, 2024 and 2023, the Company recognized deferred expenses of $ 2.0 million and $ 0.8 million, respectively.

The deferred costs are included within Prepaid expenses and Other Assets on the Consolidated Balance Sheets as of December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, the Company recognized amortization of deferred costs of $ 7.0 million and $ 7.6 million, respectively.

All revenue transactions are presented on a net of sales tax in the Consolidated Statements of Operations.

Contract Balances

Contract assets representing the Company’s rights to consideration for work completed but not billed amounted to $ 16.7 million and $ 17.7 million as of December 31, 2024 and 2023, respectively.

Contract assets representing the Company’s rights to consideration for work completed but not billed amounted to $ 17.1 million, $ 16.7 million, and $ 17.7 million as of December 31, 2025, 2024, and 2023, respectively.

Substantially all of the contract assets as of December 31, 2025, 2024, and 2023 were invoiced during the subsequent periods.

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The amount of unrecognized tax benefit requires management to make significant assumptions about the expected outcomes of certain tax positions included in filed or yet to be filed tax returns.

As of December 31, 2024 and 2023, the Company did not have any uncertain tax positions.

The Company is subject to income taxes in the United States and in numerous state tax jurisdictions.

As of December 31, 2025 and 2024, the Company did not

have any uncertain tax positions.

The Company is subject to income taxes in the U.S.

and in numerous state tax jurisdictions.

The Company’s tax filings for 2025, 2024, 2023 and 2022 are subject to audit by the federal and state taxing authorities in most jurisdictions where we conduct business.

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These awards include restricted stock awards, restricted stock units, restricted cash units, and performance-based restricted stock units.

The Company recognizes compensation expense related to equity-based awards based on the estimated fair value

of the awards on the date of grant.

The Company recognizes compensation expense related to equity-based awards based on the estimated fair value of the awards on the date of grant.

The fair value of the equity-based awards on the grant date is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award, with an offsetting credit to a share-based liability.

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The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

Early adoption was permitted.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

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ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

In January 2025, the FASB issued Accounting Standards Update 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the effective date, which only impacts public business entities with non-calendar year-end reporting periods.

As such, the original effective date pronounced in ASU 2024-03 remains applicable for the Company.

Based on both the ASU 2024-03 and subsequent clarification in ASU 2025-01, early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued Accounting Standards Update No.

2025-05, “Financial Instruments—Credit Losses (Topic 326):

Measurements of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”).

ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

The Company expects to elect the practical expedient upon adoption.

Based on the short-term nature of the Company’s accounts receivable and contract assets, historical loss experience, and current credit risk management practices, the adoption of ASU 2025-05 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

Note 3 — Business Combinations

The Company completed one acquisition during the year ended December 31, 2025, where the purchase was accounted for using the acquisition method of accounting under the FASB Accounting Standards Codification 805, Business Combinations (“ASC 805”).

The results of operations for the acquisition are included in the accompanying Consolidated Statement of Operations from the date of the acquisition.

Under the acquisition method of accounting, the assets acquired and liabilities assumed have been recorded at their respective estimated fair values as of the date of completion of the acquisition and reported into Ranger’s Consolidated Balance Sheet.

The Company utilized valuation techniques consistent with the market approach to measure the fair value of the assets acquired and liabilities assumed in the business combination.

The Company’s market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets.

The estimates of fair value required the use of significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the assets.

The supplemental pro forma information presented below presents the results of operations as if the Company owned and operated the assets since January 1, 2024.

The pro forma information reflects adjustments necessary to give effect to the acquisition and does not reflect the Company’s actual results for these periods and does not include any material non-recurring pro forma adjustments.

American Well Intermediate Holdings, LLC Acquisition

On November 7, 2025 (the “Acquisition Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with American Well Holdings, LLC to acquire 100 % of the ownership interests of American Well Intermediate Holdings, LLC (“AWS Intermediate”), the sole owner of 100 % of the ownership interests of American Well Services, LLC (“American Well Services,” and together with AWS Intermediate, “AWS” and the acquisition, the “AWS Acquisition”), which operates a fleet of high specification rigs and complementary supporting equipment primarily within the Permian Basin.

The acquisition was completed to strengthen the Company’s existing service offerings in its current operating segments.

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

The financial results of AWS subsequent to the acquisition date are included within the High Specification Rigs and Processing Solutions and Ancillary Services reporting segments.

The preliminary purchase price allocation previously disclosed in the Company’s Current Report on Form 8-K/A filed on January 20, 2026 has been updated to reflect revised estimates, including an update for the working capital adjustment, refinements to the fair value of certain acquired assets and liabilities, and the fair value of the contingent consideration based on updated information.

As a result of these adjustments, goodwill previously recognized was reduced to zero , and total consideration transferred was revised compared to the amounts previously reported.

The allocation of the purchase price remains preliminary as of December 31, 2025.

The total estimated fair value of consideration transferred in the AWS Acquisition was of $ 88.6 million, consisting of $ 61.8 million in cash paid at closing, net of a $ 3.0 million working capital adjustment, 1,998,401 shares of Class A Common Stock issued to the seller, and a $ 2.3 million contingent consideration measured at fair value that the seller is eligible to receive based on the performance of the AWS Acquisition during the 12 months following the Acquisition Date.

The following table presents the total estimated fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions):

Accounts receivable 26.1

Inventory 0.2

Prepaid and other current assets 0.1

Property and equipment 68.3

Operating leases, right-of-use asset 6.9

Finance lease right-of-use assets, net 4.0

Total assets acquired 111.9

Accounts payable 7.8

Accrued expenses 4.0

Short-term lease liability 3.8

Long-term lease liability 7.7

Total liabilities assumed 23.3

Total estimated purchase consideration transferred:

Net working capital adjustment ( 3.0 )

Equity issued 27.5

Fair value of contingent consideration 2.3

Total estimated fair value of consideration transferred $ 88.6

Net working capital adjustment represents the difference between specified current assets and current liabilities, as defined in the Purchase Agreement, measured as of the Acquisition Date.

The preliminary net working capital adjustment is subject to final settlement in accordance with the terms of the Purchase Agreement.

Equity issued represents the 1,998,401 shares of Class A Common Stock issued pursuant to the acquisition, valued at the Company’s stock price on the Acquisition Date of $ 13.75 per share.

Contingent consideration represents the fair value of the earnout payable to the sellers based on the achievement of defined post-closing performance targets.

The contingent consideration was measured at fair value as of the Acquisition Date and classified as a Level 3 liability due to the use of unobservable inputs.

The estimated fair value of $ 2.3 million was determined using a probability-weighted scenario analysis, which incorporates management’s estimates of the likelihood of achieving the applicable performance targets, discounted at the Company’s cost of debt as of the Acquisition Date.

The maximum earnout payable to the sellers is $ 5.0 million.

The contingent consideration is recorded as a liability in the Consolidated Balance Sheet in accordance with ASC 805, Business Combinations .

Subsequent changes in the fair value of the contingent consideration, if any, will be recognized in the period in which such change occurs.

The fair value of trade receivables acquired was $ 26.1 million.

The gross contractual amounts receivable were approximately $ 26.2 million, of which management estimates approximately $ 0.1 million will not be collected.

The following pro forma financial results considers that the AWS Acquisition occurred as of January 1, 2024 (in millions):

Revenue $ 691.6 $ 740.5

Net income $ 33.1 $ 31.7

From the acquisition date through December 31, 2025, the acquired business contributed approximately $ 26.7 million of revenue and $ 3.9 million of net income to the Company’s consolidated results.

The transaction costs related to the AWS Acquisition approximated $ 2.0 million and are included as part of general and administrative expense.

Note 4 — Assets Held for Sale

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Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.

As of December 31, 2024, the Company classified $ 0.8 million of rigs within our High Specification Rigs segment as held for sale as they are being actively marketed.

For the year ended December 31, 2023, the Company classified $ 0.6 million of land and buildings within our High Specification Rigs segment as held for sale as they were being actively marketed.

As of December 31, 2024, the Company had sold this land and buildings and recognized a gain on the sale of $ 0.2 million, which is included in the Gain on sale of assets on the Consolidated Statements of Operations.

As of December 31, 2025 and 2024, the Company classified $ 0.3 million and $ 0.8 million, respectively, of idle high specification rigs within our broader rig portfolio as held for sale as they are being actively marketed.

For the years ended December 31, 2025 and 2024, the Company recognized a gain on sale of assets of $ 1.4 million and $ 2.2 million, respectively, which is shown on the Consolidated Statements of Operations.

During the year ended December 31, 2025, the Company reclassified certain well service rigs with a carrying value of $ 0.3 million from Assets Held for Sale back to Property and Equipment, net, as the criteria for classification as held for sale under ASC 360-10-45-9 were no longer met.

The Company believes these assets may have use in future operations and are no longer actively marketing them.

Depreciation on the reclassified rigs resumed prospectively beginning in July 2025.

Note 5 — Property and Equipment, Net

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Property and equipment, net $ 280.9 $ 224.3

On August 9, 2023, pursuant to an asset purchase agreement dated August 4, 2023, the Company acquired certain fixed assets from Pegaso Energy Services, LLC (“Pegaso acquisition”) for consideration of $ 7.3 million paid in cash.

The fixed assets acquired from Pegaso were primarily engaged in pump down services for its customers.

Under ASC 805 Business Combination, the Company accounted for the Pegaso acquisition as an asset acquisition.

The consideration paid is similar to the fair value of the assets acquired and the Company allocated the consideration paid to each of the assets following the cost accumulation model.

Depreciation expense was $ 45.6 million and $ 43.4 million for the years ended December 31, 2025 and 2024, respectively.

The Company had assets under finance leases of $ 12.5 million and $ 15.2 million for the years ended December 31, 2025 and 2024, respectively.

The Company reclassified $ 0.8 million and $ 0.6 million of property and equipment to Assets held for sale for the years ended December 31, 2024 and 2023, respectively.

Impairment expense on fixed assets consists of non-cash impairment charges relating to long-lived assets.

Impairments are determined using management’s judgment about our anticipated ability to continue to use fixed assets in-service and under development, current economic and market conditions and their effects based on information available as of the date of these financial statements.

During the year ended December 31, 2023, the Company recognized a fixed assets impairment charge of $ 0.4 million to reduce the carrying value of the property to estimated net realizable value.

The Company reclassified $ 0.8 million of property and equipment to Assets held for sale for the year ended December 31, 2024.

Note 6 — Intangible Assets, Net

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Note 7 — Accrued Expenses

Accrued expenses are comprised of the following (in millions):

Accrued expenses include the following (in millions):

Accrued payables $ 9.1 $ 7.7

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Short-term lease costs $ 13.8 $ 12.8

Operating lease cost $ 3.2 $ 3.2

Operating lease costs $ 3.1 $ 3.2

Operating cash outflows from operating leases $ 3.4 $ 3.3

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For the years ending December 31, Total

Thereafter 3.0

Total future minimum lease payments 14.0

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Long-term portion of operating lease obligations $ 8.4

On February 1, 2025 the Company entered into an agreement to sublease a 38,033 square foot property located in Midland, Texas.

The sublease will cover the remaining term of the head lease for the property with no renewal options, ending September 30, 2027.

Sublease income will be reported separately from the operating lease expense as part of other income.

The Company recognized an impairment to the right of use asset associated with this operating lease of $ 0.4 million, in accordance with ASC 360-10 on February 1, 2025.

The fair value of the right of use asset was measured as the present value of the future sublease cash flows using the Company’s incremental borrowing rate.

Certain of the Company’s customer agreements to construct and operate hybrid rigs (“ECHO Rigs”), contain an operating lease component under ASC 842, Leases .

A contract is considered to contain a lease when (i) it specifies identified assets, (ii) the customer obtains substantially all of the economic benefits from those assets during the period of use, and (iii) the customer directs the use of the assets during the period of use.

The Company has elected the lessor practical expedient to combine lease and non-lease components when (a) the revenue recognition pattern is the same and (b) the lease component, if

accounted for separately, would be classified as an operating lease.

When non-lease component is the predominant element, the combined component is accounted for under ASC 606, Revenue from Contracts with Customers .

Finance Leases

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Note 10 — Debt

The aggregate carrying amounts, net of issuance costs, of the Company’s debt consists of the following (in millions):

Wells Fargo Revolving Credit Facility $ — $ —

EBC Revolving Credit Facility $ — $ —

M&E Term Loan Facility, net — —

Secured Promissory Note — —

Installment Purchases — 0.1

Total Debt — 0.1

Current portion of long-term debt — ( 0.1 )

Long term-debt, net $ — $ —

Wells Fargo Bank, N.A.

Credit Agreement

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured, revolving credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of up to $ 75.0 million.

On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of $ 75.0 million.

Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets.

The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio (“FCCR”) of greater than 1.0 as of December 31, 2024, which is applicable only under certain borrowing levels.

The Company was in compliance with the Credit Agreement covenant of maintaining a Fixed Charge Coverage Ratio (“FCCR”) of greater than 1.0 as of December 31, 2025, which is applicable only under certain borrowing levels.

The Company has up to $ 5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment.

At loan origination, the Company had a Letter of Credit in the amount of $ 1.6 million, to be utilized for working capital and general corporate purposes, as needed.

On September 25, 2023, the Company entered into an agreement with Wells Fargo Bank, N.A.

which designated an additional Letter of Credit in the amount of $ 1.6 million as part of incremental collateral requirements for the Company’s 2024 insurance renewal.

The initial maturity date was September 25, 2024, with provisions for automatic annual renewal related to the same insurance policy.

On September 25, 2024, the amount of the Letter of Credit was increased to $ 2.1 million as part of incremental collateral requirements for the Company’s 2025 insurance renewal, with a new maturity date of September 25, 2025.

The interest rate for this Letter of Credit was approximately 1.8 % for the month ended December 31, 2024.

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note, each as described below.

The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases.

The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and unbilled revenue less certain reserves.

As of December 31, 2025, Letters of Credit outstanding totaled $ 3.5 million.

These Letters of Credit are primarily to be utilized for working capital, general corporate purposes, and to support the Company’s insurance programs, and have been amended periodically in connection with annual insurance renewals.

One Letter of Credit totals $ 2.8 million and a second Letter of Credit totals $ 0.7 million, with a maturity date of September 19, 2026.

The interest rate applicable to the Letters of Credit was approximately 2.0 % for the month ended December 31, 2025.

The Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases.

The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and eligible unbilled revenue, less certain reserves.

The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028.

The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions which under certain circumstances permit the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility.

The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as Long-term debt, current portion on the Consolidated Balance Sheet.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $ 75.0 million, which is based on a borrowing base certificate in effect as of December 31, 2024.

The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility.

The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as a current liability on the Consolidated Balance Sheet.

Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $ 64.4 million, which was based on a borrowing base certificate in effect as of December 31, 2025.

On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base.

The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of December 31, 2024.

The Company does have a $ 3.8 million in Letters of Credit open under the facility, leaving a residual $ 71.2 million available for borrowings as of December 31, 2024.

The Company had outstanding borrowings of $ 3.5 million under the Wells Fargo Revolving Credit Facility and had $ 3.5 million in Letters of Credit open under the facility, leaving a residual $ 57.4 million available for borrowings as of December 31, 2025.

Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75 % to 2.25 % in excess of SOFR and 0.75 % to 1.25 % in excess of the Base Rate, dependent on the average excess availability.

The weighted average interest rate for the loan was approximately 5.9 % for the year ended December 31, 2025.

Eclipse Loan and Security Agreement

On September 27, 2021, the Company entered into a loan and security agreement with EBC and Eclipse Business Capital SPV, LLC, as administrative agent providing the Company with a senior secured credit facility in an aggregate principal amount of $ 77.5 million, consisting of (i) a revolving credit facility in an aggregate principal amount of up to $ 50.0 million (the “EBC Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $ 12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $ 15.0 million (the “Term Loan B Facility”).

On August 16, 2022, the Company fully repaid the Term Loan B Facility and M&E Term Loan Facility, making principal payments totaling $ 12.4 million and $ 1.5 million, respectively.

On May 31, 2023, the Company extinguished the EBC Revolving Credit Facility and M&E Term Loan Facility, paying the remaining principal amount of $ 8.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility.

The Company recognized a loss on the retirement of debt of $ 2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.

Secured Promissory Note

On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas.

In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a secured promissory note with Chief Investments, LLC, for the financing of certain assets acquired.

On May 31, 2023, the Company made principal payments totaling $ 5.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility.

Our borrowing base does not include any accounts receivable or unbilled revenue from the acquisition of AWS as of December 31, 2025.

These balances will be considered for the borrowing base in fiscal year 2026 as the business is integrated into the Company’s financial reportings under the Credit Agreement.

Other Installment Purchases

During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral.

For the years ended December 31, 2024 and 2023, the Company paid down the Installment Agreements by $ 0.1 million and $ 0.4 million, respectively.

As the year ended December 31, 2024, the Company had fully paid the Installment Agreements.

For the year ended December 31, 2024, the Company paid down the Installment Agreements by $ 0.1 million.

As of the year ended December 31, 2024, the Company had fully paid the Installment Agreements.

Note 11 — Equity

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Subject to adjustment in accordance with the terms of the LTIP, 4,850,000 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP.

Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards.

Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be

available for delivery pursuant to other awards.

The LTIP will be administered by the Board of Directors or an alternative committee appointed by the Board of Directors.

The Company has granted RSAs, which generally vest in three equal annual installments beginning on the first anniversary date of the grant.

The aggregate fair value of RSAs granted during the years ended December 31, 2024 and 2023 was $ 3.9 million and $ 4.7 million, respectively.

The aggregate fair value of RSAs granted during the year ended December 31, 2024 was $ 3.9 million.

No RSAs were granted during the year ended December 31, 2025.

As of December 31, 2025, there was an aggregate of $ 1.6 million of unrecognized expense related to RSAs issued, which is expected to be recognized over a weighted average period of 0.9 years.

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Unvested at December 31, 2024 674,126 $ 10.48 1.6 years

Granted 379,367 $ 10.33 2.6 years

Forfeited ( 35,942 )

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The Company has granted RSUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant.

During the year ended December 31, 2024, the Company granted approximately 47,300 RSUs, with an approximated aggregate value of $ 0.5 million.

As of December 31, 2024, there was an aggregate $ 0.3 million of unrecognized expense related to restricted shares issued which is expected to be recognized over a weighted average period of 0.6 years.

The aggregate fair value of RSUs granted during the years ended December 31, 2025 and 2024 was $ 4.7 million and $ 0.5 million, respectively.

As of December 31, 2025, there was an aggregate of $ 3.2 million of unrecognized expense related to issued which, is expected to be recognized over a weighted average period of 1.8 years.

The following table summarizes the unvested activity for RSUs during the years ended December 31, 2025 and 2024:

Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Vesting Period

Unvested at January 1, 2024 —

Granted 47,291 $ 11.18 0.6 years

Forfeited ( 6,262 )

Unvested at December 31, 2024 41,029 $ 10.48 1.6 years

Granted 284,468 $ 16.44 1.9 years

Forfeited ( 10,531 )

Vested ( 41,029 )

Unvested at December 31, 2025 273,937 $ 16.55 1.9 years

The Company has granted RCUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant.

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Vested ( 39,432 ) ( 41,765 )

Unvested at December 31, 2024 211,548 $ 13.03 1.3 years 211,549 $ 11.86 1.3 years

Unvested at December 31, 2025 243,680 $ 16.36 1.0 year 243,682 $ 13.52 1.0 year

Share Repurchases

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In 2023, the Board of Directors approved the initiation of a quarterly dividend of $ 0.05 per share.

The Company increased the quarterly dividend to $ 0.06 per share in 2025.

The Company paid dividend distributions totaling $ 5.5 million and $ 4.5 million to stockholders in the years ended December 31, 2025 and 2024, respectively.

The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

Warrant from PerfX Acquisition

The PerfX acquisition purchase price included a warrant to acquire a 30 % ownership in the XConnect Business (“XConnect”), which expires on July 8, 2031.

XConnect is the manufacturer of a perforating gun system developed by the PerfX sellers alongside the PerfX wireline service business.

The warrant required the Company to maintain a specific minimum level of purchases of XConnect’s manufactured products.

As of June 30, 2024, the Company did not maintain the specified minimum level of purchases, resulting in a forfeiture event.

The Company elected not to cure the forfeiture event leading to a reduction in the ownership percentage to 15 %.

During the latter half of 2024, the Company continued to fall below the minimum level of purchases required, which resulted in a second forfeiture event.

The Company elected not to pay a penalty to cure the second forfeiture event and, as a result, the Warrant was cancelled effective November 28, 2024.

The Company considered the value of the warrant at the time of its cancellation to be negligible.

The Company finalized the purchase price allocation in the fourth quarter of 2021.

Note 12 — Risk Concentrations

Customer Concentrations

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

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

These customers contributed 43 % of the revenue for high specification rigs, 2 % for wireline services, and 14 % for processing solutions and ancillary services.

As of December 31, 2025, approximately 56 % of the consolidated accounts receivable balance was due from these customers.

For the year ended December 31, 2023, two customers accounted for approximately 10 % each of the Company’s consolidated revenue.

These customers contributed 13 % of the revenue for high specification rigs, 3 % for wireline services,

and 4 % for processing solutions and ancillary services.

The majority of our trade receivables have payment terms of 30 days or less.

As of December 31, 2025, the top three trade net receivable balances represented 33 %, 17 % and 6 %, respectively, of consolidated accounts receivable.

Within our High Specification Rig segment, the top three net trade receivable balances represented 31 %, 22 % and 8 %, respectively, of total High Specification Rig net accounts receivable.

Within our Wireline Services segment, the top three net trade receivable balances represented 25 %, 15 % and 14 %, respectively, of total Wireline Services net accounts receivable.

Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 42 %, 13 % and 9 %, respectively, of total Processing Solutions and Ancillary Services net accounts receivable.

We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.

For the year ended December 31, 2024, four customers accounted for approximately 22 %, 13 %, 13 % and 11 %, respectively, of the Company’s consolidated revenue.

These customers contributed 43 % of the revenue for high specification rigs, 8 % for wireline services, and 8 % for processing solutions and ancillary services.

As of December 31, 2024, approximately 61 % of the consolidated accounts receivable balance was due from these customers.

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Total income tax expense for the year ended December 31, 2025 differed from amounts computed by applying the U.S.

federal statutory tax rate of 21% primarily due to the impact of state income taxes as well as certain non-deductible expenses and for the year ended December 31, 2023 primarily due to the impact of state income taxes as well as certain non-deductible expenses offset by the benefit from the release of a previously recorded valuation allowance against deferred tax assets.

The impact of state income taxes is primarily attributable to Texas and North Dakota, which represent more than 50% of the total state tax effect for the years ended December 31, 2024 and 2023.

federal statutory tax rate of 21% primarily due to the impact of state income taxes and updates to shared based compensation as well as certain non-deductible expenses and for the year ended December 31, 2024 primarily due to the impact of state income taxes as well as certain non-deductible expenses.

Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended.

The Company incurred an ownership change, triggering another Section 382 loss limitation, during the three months ended June 30, 2023.

As the Company continues to experience increasing profits and no longer has a trailing 3-year cumulative taxable loss, we currently believe that it is more likely than not that we will fully utilize all deferred tax assets including those associated with the net operating loss carry-forward.

Accordingly, the Company released all valuation allowances previously recorded resulting in a discrete tax benefit for the period ended September 30, 2023.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus deprecation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, Income Taxes , requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

As a result, the Company evaluated the legislation and determined it did not have a material effect on the provision for income taxes for the year ended December 31, 2025.

Years Ended December 31,

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Federal $ 0.1 $ 0.3

State 0.4 0.2

Total current expense 0.1 0.7

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Income tax expense $ 5.5 31 % $ 7.6 29 %

As of December 31, 2024, the Company has net operating loss carryforwards of approximately $ 53.6 million, all of which are subject to section 382 limitations.

Of this amount, $ 47.6 million of losses will carry forward indefinitely with the remaining loss carry forwards expiring beginning in 2034.

As of December 31, 2025, the Company has net operating loss carryforwards of approximately $ 103.3 million, of which $ 51.6 million are subject to Section 382 limitations.

Of this amount, $ 97.4 million of losses carryforward indefinitely with the remaining loss carried forward expiring beginning in 2034.

The tax effects of the cumulative temporary differences resulting in the net deferred income tax liability, which are shown in Deferred tax liability on the Consolidated Balance Sheets, are as follows (in millions):

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Right-of-use assets ( 2.5 ) ( 1.6 )

Other liability ( 0.5 ) —

Other ( 0.1 ) ( 0.3 )

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Other tax matters

The Company qualified for federal government assistance through employee retention credit ("ERC") provisions of the Consolidated Appropriations Act of 2021.

As previously reported, the Company filed amended tax returns with the Internal Revenue Service ("IRS") claiming a refund of certain payroll taxes from 2020 and 2021.

As of December 31, 2025, the Company has received a portion of the total claim in cash payments and recognized this amount in Other income within the

Consolidated Statement of Operations.

The Company has not recognized any receivable for the remaining claimed amount and plans to record the impact of such claims in the period refunds are received.

The Company is subject to the following material taxing jurisdictions:

the United States and Texas.

As of December 31, 2024, the Company had no current tax years under audit.

As of December 31, 2025, the Company has no current tax years under audit.

The Company remains subject to examination for federal income taxes and state income taxes for tax years 2022 through 2025.

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Earnings per share is based on the amount of earnings allocated to the stockholders and the weighted average number of shares outstanding during the period for each class of Common Stock.

Diluted earnings, or loss, per share is computed giving effect to all potentially dilutive shares.

The following table presents the Company’s calculation of basic and diluted loss per share for the years ended December 31, 2024 and 2023 (in millions, except share and per share data):

Diluted earnings per share is computed giving effect to all potentially dilutive shares.

The following table presents the Company’s calculation of basic and diluted earnings per share for the years ended December 31, 2025 and 2024 (in millions, except share and per share data):

Years Ended December 31,

Income (numerator):

Income attributable to Ranger Energy Services, Inc.

$ 18.4 $ 23.8

Net income attributable to Class A Common Stock $ 18.4 $ 23.8

Income attributable to Ranger Energy Services, Inc.

$ 18.4 $ 23.8

Net income attributable to Class A Common Stock $ 18.4 $ 23.8

Weighted average shares (denominator):

Net Income $ 12.3 $ 18.4

Weighted average number of shares - basic 22,358,120 22,518,726

Equity compensation awards 333,906 391,343

Effect of dilutive share-based awards 317,129 333,906

Weighted average number of shares - diluted 22,675,249 22,852,632

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The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its consolidated financial position or results of operations.

We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent.

We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.

Earnout Obligations Related to Business Combinations

In connection with the Company’s acquisition of AWS, the Company included in the Purchase Agreement a contingent consideration arrangement that provides for potential future cash payments to the sellers based on the achievement of specified post-acquisition performance targets during the 12 months following the Acquisition Date.

The contingent consideration obligation is recorded at fair value and remeasured each reporting period, with changes in fair value recognized in earnings.

See “Part II, Item 8.

Financial Statements and Supplementary Data — Note 3 — Business Combinations" for additional information.

Note 16 — Related Party Transactions

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In connection with the Offering, Ranger entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with the Legacy Owners and certain other parties.

Among other things, the Stockholders’ Agreement provides CSL and Bayou Wells Holdings Company, LLC (“Bayou Holdings”) with the right to designate nominees to Ranger’s Board of Directors (each, as applicable, a “CSL Director” or “Bayou Director”) as follows:

• for so long as CSL beneficially owns at least 50 % of Ranger’s common stock, at least three members of the Board of Directors shall be CSL Directors and at least two members of the Board of Directors shall be Bayou Directors (which may include Brett Agee or any other person that may be designated by Bayou Holdings in accordance with the terms of the Stockholders’ Agreement);

• for so long as CSL beneficially owns less than 50 % but at least 30 % of Ranger’s common stock, at least three members of the Board of Directors shall be CSL Directors;

• for so long as CSL beneficially owns less than 30 % but at least 20 % of Ranger’s common stock, at least two members of the Board of Directors shall be CSL Directors;

• for so long as CSL beneficially owns less than 20 % but at least 10 % of Ranger’s common stock, at least one member of the Board of Directors shall be a CSL Director;

• once CSL beneficially owns less than 10 % of Ranger’s common stock, CSL will not have any Board designation rights.

In the event the size of Ranger’s Board of Directors is increased or decreased at any time to other than six directors, CSL’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

Among other things, the Stockholders’ Agreement provides CSL and

Bayou Wells Holdings Company, LLC (“Bayou Holdings”) with the conditional right to designate nominees to Ranger’s Board of Directors (each, as applicable, a “CSL Director” or “Bayou Director”) based on their respective beneficial ownership levels.

As of December 31, 2025, each of CSL and Bayou Holdings beneficially owned less than 5 % of the Company’s outstanding common stock.

As a result, neither CSL nor Bayou Holdings currently have any board designation rights under the Stockholders’ Agreement, and none of the current directors of the Company are designees of CSL or Bayou Holdings.

The Stockholders’ Agreement remains in effect;

however, its board nomination provisions are no longer applicable unless the ownership thresholds specified herein are met in the future.

Registration Rights Agreement

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Payments and Purchases

The Company incurred $ 0.1 million and $ 0.2 million in expenses to CSL and other board members for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2023, amounts collected from Board member Brett Agee was approximately $ 0.2 million for asset sales.

The Company incurred $ 0.1 million in expenses to board members affiliated with CSL for the year ended December 31, 2024.

During the year ended December 31, 2025, the Company incurred approximately $ 0.5 million in expenses for supplies provided by an entity affiliated with a member of the Company’s Board of Directors.

These supplies were provided in the ordinary course of business and were negotiated on terms the Company believes to be comparable to those that could have been obtained from unaffiliated third parties.

Amounts due to the related party were paid during the period.

Note 17 — Segment Reporting

The Company’s operations are located in the United States and organized into three reporting segments:

The Company’s operations are located in the U.S.

and organized into three reportable segments:

High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services.

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The primary profitability measurement used by the CODM to review segment operating results is Adjusted EBITDA.

We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.

The CODM utilizes Adjusted EBITDA to allocate resources for each segment predominantly in the annual planning process and to monitor segment results compared to prior period, forecasted results, and the annual plan.

We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity-based compensation, acquisition-related costs, severance and reorganization costs, gain on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, inventory adjustment, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.

The CODM utilizes Adjusted EBITDA allocate resources for each segment predominantly in the annual planning process and to monitor segment results compared to prior period, forecasted results, and the annual plan.

The reportable segments have been categorized based on services provided in each line of business.

The tables below present the operating income (loss) measurement and Adjusted EBITDA, as the Company believes this is most consistent with the principals used in measuring the financial statements.

The tables below present the operating income (loss) measurement and Adjusted EBITDA, as the Company believes this is most consistent with the principles used in measuring the financial statements.

During the fourth quarter of 2022, the Company determined assets are routinely utilized across multiple segments and Management does not utilize the net property and equipment value as a metric to evaluate the profitability of the respective segments.

Therefore, the net property and equipment values have been removed from the segment data presented below.

Segment information for the years ended December 31, 2024 and 2023 is as follows (in millions):

Certain s egment information for the years ended December 31, 2025 and 2024 is as follows (in millions):

Year Ended December 31, 2025

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Depreciation and amortization 24.1 10.4 9.6 2.2 46.3

Impairment of fixed assets — — — 0.4 0.4

Gain on sale of assets — — — ( 1.4 ) ( 1.4 )

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Interest expense, net — — — 1.2 1.2

Other income — — — ( 3.6 ) ( 3.6 )

Income tax expense — — — 5.5 5.5

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EBITDA 70.1 ( 3.5 ) 23.7 ( 25.0 ) 65.3

Impairment of fixed assets — — — — — 0.4 0.4

Equity based compensation — — — 6.5 6.5

Gain on disposal of property and equipment — — — ( 2.2 ) ( 2.2 )

Gain on sale of assets — — — ( 1.4 ) ( 1.4 )

Severance and reorganization costs — 1.0 0.1 0.1 1.2

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Legal fees and settlements — — — 0.8 0.8

Employee retention credit — — — ( 3.5 ) ( 3.5 )

Inventory adjustment — 1.6 — — 1.6

Adjusted EBITDA $ 70.3 $ ( 0.3 ) $ 23.9 $ ( 20.7 ) $ 73.2

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Depreciation and amortization 22.2 11.4 8.6 1.9 44.1

Impairment of fixed assets — — — 0.4 0.4

Gain on sale of assets — — — ( 2.2 ) ( 2.2 )

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Income tax expense — — — 7.6 7.6

Loss on debt retirement — — — 2.4 2.4

Net income (loss) $ 46.8 $ ( 8.5 ) $ 17.8 $ ( 37.7 ) $ 18.4

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Equity based compensation — — — 5.8 5.8

Loss on retirement of debt — — — 2.4 2.4

Gain on disposal of property and equipment — — — ( 2.2 ) ( 2.2 )

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Acquisition related costs 0.4 — — 0.1 0.5

Impairment of fixed assets — — — 0.4 0.4

Legal fees and settlements 0.2 — — 0.1 0.3

Adjusted EBITDA $ 70.5 $ 3.5 $ 26.6 $ ( 21.7 ) $ 78.9

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Note 18 — Subsequent Events

On March 3, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.06 per share payable March 28, 2025 to common stockholders of record at the close of business on March 14, 2025.

On January 16, 2026, the Company executed a contract with a core customer to build and deploy 15 next generation ECHO hybrid electric rigs.

The contract includes provisions for shared capital costs and minimum hourly commitments in future operating periods.

The first of these rigs is expected to be delivered in the third quarter of 2026, with all 15 rigs anticipated to be deployed before the end of fiscal year 2027.

On March 5, 2026, the Board of Directors declared a quarterly cash dividend of $ 0.06 per share payable April 6, 2026 to common stockholders of record at the close of business on March 20, 2026.

The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.

2 unchanged sentences

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 8. Financial Statements and Supplementary Data