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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-04 · 43 added, 83 removed, 184 unchanged (41% of the section changed)

4 unchanged sentences

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rules 13a–15(e) and 15d–15(e), was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report.

The Company acquired AWS on November 7, 2025.

Management considered the impact of the acquisition in evaluating the Company’s disclosure controls and procedures.

Based on that evaluation, management concluded that our disclosure controls and procedures were effective as of December 31, 2025.

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Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the guidelines established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As permitted by guidance provided by the staff of the SEC, the scope of management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 did not include the internal controls over financial reporting of AWS, which was acquired on November 7, 2025 and is included in the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2025.

As of December 31, 2025, AWS represented 26% of the Company’s consolidated total assets and approximately 5% of consolidated total revenues.

Management will include this acquired business in the scope of its assessment of internal control over financial reporting beginning in 2026.

Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

Grant Thornton, LLP, the independent registered public accounting firm, has audited the consolidated financial statements as of and for the year ended December 31, 2024 and the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, as stated in their report which appears under Item 8.

Grant Thornton LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Trading Arrangement

During the three months ended December 31, 2024, none of our directors or executive officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.

On May 6, 2024, the Company entered into a Lock-Up Agreement with Charles S.

Leykum and CSL Capital Management, L.P., for and on behalf of subsidiary and affiliated entities, including CSL Energy Opportunity GP I, LLC, CSL Fund II Preferred Holdings, LLC, CSL Energy Holdings II, LLC, CSL Energy Opportunity GP II, LLC, CSL Energy Opportunities Fund II, L.P., and CSL CM GP, LLC (the “CSL-related entities,” and collectively with CSL Capital Management, L.P.

and Charles S.

Leykum, “CSL”), whereby CSL agreed not to enter into certain types of “Prohibited Transactions” involving the Company’s securities until December 31, 2024.

The Prohibited Transactions are defined to include:

(1) offering, pledging, encumbering, hypothecating, selling, granting of an option, or contracting to sell, lend or otherwise attempt to or transfer or dispose of, directly or indirectly, any shares of common stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired;

(2) entering into any put, call, hedge, short sale or swap or other arrangement that could or does transfer to another or give another rights with respect to, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (including for purposes of (1) or (2) above, any other act or transaction that would transfer the beneficial ownership of the Company’s securities to any other person;

or (3) publicly disclosing the intention to do any of the foregoing.

The parties agreed to exclude from the Lock-Up Agreement certain limited types of transactions, or terminate the Lock-Up Agreement on the occurrence of certain events, which are expressly enumerated in the Lock-Up Agreement.

In partial consideration for CSL’s entry into the Lock-up Agreement, Ranger agreed to reimburse CSL for fees and expenses incurred by it in connection with its negotiation of the Lock-Up Agreement.

Equity-Based Compensation

In 2023, the Board of Directors of the Company declared the first dividend in the Company’s history.

In connection with the Compensation Committee’s (the “Committee”) annual review of executive compensation matters (including in the context of the fact that the Company is now a dividend paying company), the Committee discovered an unintentional inconsistency between the treatment of dividends under the Company’s absolute TSR (“ATSR”) and relative TSR (“RTSR”) equity-related performance metrics under our LTIP.

By way of background, in 2022, 2023 and 2024, the Company issued performance stock units (“PSUs”) to certain key employees, including to each of our NEOs, pursuant to the LTIP.

The PSUs were subject, in part, upon the achievement of an ATSR performance measure, as provided in the applicable form of Performance Stock Unit Award Incentive Agreement (the “PSU Agreement”).

The Committee developed the ATSR performance measure at a time when the Company was not paying dividends to its shareholders and, accordingly, the Form PSU Agreement did not specifically reference dividends paid when calculating ATSR.

In contrast, the Committee contemplated that our “Peer Company” (as defined in the PSU Agreement) may pay dividends and, accordingly, the Form PSU Agreement specifically referenced Peer Company dividends paid when calculating the RTSR performance measure.

On review of this inconsistency, and in light of the fact that the Company now pays dividends, the Committee determined that ATSR- and RTSR-related awards should be treated consistently as to dividends.

As a result, to strengthen the long-term alignment of the Company’s officers and employees (including our NEOs) with the Company’s shareholders and in light of the inconsistency with the treatment of RTSR-relate awards, on February 28, 2025, the Committee determined that the ATSR performance measure should include the payment of shareholder dividends in calculating ATSR.

In conjunction therewith, the Committee approved an amendment to the form PSU Agreements to provide that the ATSR measure will be based on the Company’s stock price plus any dividends paid during the applicable performance period (the “PSU Amendment”), consistent with customary, market practice of including dividends when calculating ATSR.

The PSU Amendment applies to all current and future grants under PSUs, including those granted in 2022, 2023, and 2024.

The PSU Amendment results in an incremental benefit of less than $30,000 to each NEO with respect to the PSUs issued in 2022.

The amounts payable with respect to the PSUs issued in 2023 and 2024 are dependent upon future performance.

As the performance periods for the 2023 and 2024 grants are still ongoing, it is not possible to reasonably estimate amounts payable thereunder at this time.

Regardless, the related annual accounting expense to the Company as a result of the PSU Amendment is immaterial.

The Committee believes that the PSU Amendment furthers the Company’s pay for performance philosophy, aligns the PSUs with the Committee’s original intent of measuring performance based on total shareholder returns, and bolsters the retention value of the PSUs.

The foregoing summary of the PSU Amendment is not complete and is subject to, qualified in its entirety by, and should be read in conjunction with, the full text of the amendment, which is filed as Exhibit 10.14 to this Annual Report on Form 10-K and incorporated herein by reference.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Board of Directors and Stockholders

Ranger Energy Services, Inc.

1 unchanged sentence

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Ranger Energy Services, Inc., a Delaware corporation, and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

We have audited the internal control over financial reporting of Ranger Energy Services, Inc.

a Delaware corporation, and subsidiaries (the “Company”) 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”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

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Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of American Well Intermediate Holdings, LLC (“AWS”), a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 26% and 5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

As indicated in Management’s Report, AWS was acquired during 2025.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of AWS.

Definition and limitations of internal control over financial reporting

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March 5, 2026

Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2025, none of the directors or executive officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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001-38183) filed with the Commission on October 4, 2021).

2.5 Membership Interest Purchase Agreement, dated November 7, 2025 by and between Ranger Energy Services, Inc.

and American Well Holdings, LLC.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No.

001-38183) filed with the Commission on November 10, 2025).

3.1 Amended and Restated Certificate of Incorporation of Ranger Energy Services, Inc.

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10.2† Ranger Energy Services, Inc.

2017 Long Term Incentive Plan (incorporated by reference to Exhibit 4.7 to the Registrant’s Form S‑8 Registration Statement (File No.

333‑220018) filed with the Commission on August 17, 2017)

10.3† Amendment to Ranger Energy Services, Inc.

2017 Long Term Incentive Plan dated May 30, 2019.

(incorporated by reference to Exhibit 4.2 to the Registrant’s Form S‑8 Registration Statement (File No.

333‑220018) filed with the Commission on May 30, 2019)

10.4† Amendment to Ranger Energy Services, Inc.

2017 Long Term Incentive Plan dated May 20, 2022.

(incorporated by reference to Exhibit 4.4 to the Registrant’s Form S‑8 Registration Statement (File No.

333‑220018) filed with the Commission on June 1, 2022)

Amend ed and Restated 2017 Long Term Incentive Plan effective as of May 9, 2025 (incorporated by reference to Annex B to the Registrant’s DEF 14A (File No.

001‑38183) filed with the Commission on March 28, 2025).

10.3† Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc.

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001‑38183) filed with the Commission on May 7, 2024)

10.7† Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc.

10.5† Form of Restricted Stock Unit Agreement for Employees under the Ranger Energy Services, Inc.

2017 Long-Term Incentive Plan (2025) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on May 7 , 202 4 )

10.8† Form of Restricted Stock Unit Agreement (Directors) under the Ranger Energy Services, Inc.

2017 Long-Term Incentive Plan dated 202 4 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on October 28 , 202 4 )

10.9† Form of Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreement (2022) (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10‑K (File No.

001‑38183) filed with the Commission on March 13, 2023).

001‑38183) filed with the Commission on April 30, 2025).

10.6† Form of Restricted Stock Unit Agreement for Directors under the Amended and Restated Ranger Energy Services, Inc.

2017 Long-Term Incentive Plan (2025) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on November 10, 2025).

10.7† Form of Ranger Energy Services, Inc.

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10.11† Form of Amendment to Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreements for 2022, 2023 and 2024 Agreements.

Performance Stock Unit Award Incentive Agreements for 2022, 2023 and 2024 Agreements (incorporated by reference to Exhibit 10.14 to the Registrant ’ s Form 10-K ( File No.

0 01-38183) filed with the Commission o n March 4, 2025 .

10.12† Form of Ranger Energy Services, Inc.

Performance Stock Unit Award Incentive Agreement under the Ranger Energy Services, Inc.

2017 Long Term Incentive Plan (2025) (incorporated by reference to Exhibit 10.

2 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on April 30, 2025)

10.13 Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K (File No.

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001- 38183) filed with the Commission on October 4, 2021).

10.17† Indemnification Agreement (Brett T.

Agee) (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8‑K (File No.

001‑38183) filed with the Commission on August 22, 2017)

10.15† Indemnification Agreement (Krishna Shivram) (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 8‑K (File No.

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001-38183) filed with the Commission on September 8, 2021).

10.24† Employment Agreement, dated as of September 1, 2021, by and between Ranger Energy Services, Inc.

and Stuart Bodden (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38183) filed with the Commission on September 8, 2021).

10.25† Employment Agreement, dated as of June 15, 2022, by and between the Company and Melissa Cougle (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.

001-38183) filed with the SEC on June 9, 2022).

10.21† Form of Ranger Energy Services, Inc.

Executive Severance Plan effective July 24, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No.

001‑38183) filed with the Commission on November 10, 2025).

10.22 Master Financing and Security Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the Commission on June 22, 2018)

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001-38183) filed with the Commission on July 30, 2024).

10.29 Debt, Commitment Letter, dated as of September 10, 2021, by and among RNGR Energy Services, LLC, Eclipse Business Capital, LLC and Eclipse Business Capital SPV, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.

001-38183) filed with the Commission on September 29, 2021).

10.30 Loan and Security Agreement, dated as of September 27, 2021, by and among RNGR Energy Services, LLC and certain of its subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital LLC, as agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No.

001- 38183) filed with the Commission on September 29, 2021).

10.31 First Amendment to the Loan and Security Agreement, dated January 7, 2022, by and among RNGR Energy Services, LLC and certain of its subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital, LLC, as agent (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No.

001-38183) filed with the Commission on January 13, 2022).

10.32 Fourth Amendment to the Loan and Security Agreement, dated September 23, 2022, by and among RNGR Energy Services, LLC and certain of its subsidiaries, Ranger Energy Services, Inc., the lenders party thereto, and Eclipse Business Capital, LLC, as agent (incorporated by reference to Exhibit 10.28 to the Registrant's Form 10-K (File No.

001-38183) filed with the Commission on March 13, 2023).

10.33 Secured Promissory Note, date July 8, 2021 by and among Bravo Wireline, LLC and Chief Investments, LLC (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No.

001-38183) filed with the Commission on July 14, 2021).

10.34 Guaranty Agreement, dated as of July 8, 2021 by Ranger Energy Services, Inc.

in favor of Chief Investments, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 10-Q (File No.

001-38183) filed with the Commission on July 30, 2021).

10.25† Securities Purchase Agreement entered into as of September 10, 2021, by and between Ranger Energy Services, Inc., and the purchasers named therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (File No.

4 unchanged sentences

001-38183) filed with the Commission on October 4, 2021).

10.38 Lock-Up Agreement by and among the Company, Charles Leykum and CSL Capital Management, L.P.

for and on behalf of the CSL-related entities, dated as of May 6, 2024 (incorporated by referenced to Exhibit 10.4 of the Registrants Form 10-Q (File No.

001-38183) filed with the Commission on May 7, 2024).

19.1 Ranger Energy Services, Inc.

Insider Trading Policy Amended and Restated as of June 5, 2024

Insider Trading Policy Amended and Restated as of June 5, 2024 (incorporated by reference to Exhibit 19.1 to the Registrants Form 10-K (File No.

001-38183) filed with the Commission on March 4, 2025 .

*21.1 List of subsidiaries of Ranger Energy Services, Inc.

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Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K (File No.

001‑38183) filed with the Commission on Ma rch 5, 2024).

001-38183) filed with the Commission on March 5, 2024).

*101.CAL XBRL Calculation Linkbase Document

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/s/ Melissa K.

Cougle Chief Financial Officer March 4, 2025

Cougle (Principal Financial Officer)

Cougle Executive Vice President and Chief Financial Officer March 5, 2026

Cougle (Principal Financial and Accounting Officer)

/s/ Michael Kearney Chairman of the Board March 5, 2026

Michael Kearney

Agee Director March 4, 2025

/s/ Krishna Shivram Director March 5, 2026

5 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 9A. Controls and Procedures