Ranger Energy Services, Inc. 10-K

Item 8. Financial Statements and Supplementary Data RANGER ENERGY SERVICES, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Grant Thornton LLP; PCAOB ID # 248 ) 45 CONSOLIDATED BALANCE SHEETS 46 CONSOLIDATED STATEMENTS OF OPERATIONS 47 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY 48 CONSOLIDATED STATEMENTS OF CASH FLOWS 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1—Organization and Business Operations 50 Note 2—Summary of Significant Accounting Policies 50 Note 3 — Business Combinations 55 Note 4 —Assets Held for Sale 56 Note 5 —Property and Equipment 57 Note 6 —Intangible Assets 57 Note 7 —Accrued Expenses 58 Note 8 —Leases 58 Note 9 —Other Finance Leases 59 Note 10 —Debt 60 Note 1 1 —Equity 60 Note 1 2 —Risk Concentrations 63 Note 1 3 —Income Taxes 63 Note 1 4 —Earnings per Share 65 Note 1 5 —Commitments and Contingencies 65 Note 1 6 —Related Party Transactions 65 Note 1 7 —Segment Reporting 67 Note 1 8 —Subsequent Events 69 44 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Ranger Energy Services, Inc. Houston, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Ranger Energy Services, Inc. (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. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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 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. /s/ Grant Thornton LLP We have served as the Company’s auditor since 2023. Houston, Texas March 5, 2026 45 RANGER ENERGY SERVICES, INC. CONSOLIDATED BALANCE SHEETS (in millions, except share and per share amounts) December 31, 2025 2024 Assets Cash and cash equivalents $ 10.3 $ 40.9 Accounts receivable, net 77.9 68.4 Contract assets 17.1 16.7 Inventory 3.1 5.7 Prepaid expenses and other current assets 12.5 11.4 Assets held for sale 0.3 0.8 Total current assets 121.2 143.9 Property and equipment, net 280.9 224.3 Intangible assets, net 4.9 5.6 Operating leases, right-of-use assets 11.0 7.0 Other assets 1.3 0.8 Total assets $ 419.3 $ 381.6 Liabilities and Stockholders' Equity Accounts payable $ 25.3 $ 27.2 Accrued expenses 25.4 28.2 Other financing liability, current portion 0.7 0.7 Borrowings under Revolving Credit Facility 3.5 — Short-term lease liability 11.3 8.7 Other current liabilities 3.0 0.4 Total current liabilities 69.2 65.2 Long-term lease liability 16.8 14.1 Other financing liability 9.6 10.3 Deferred tax liability 23.5 18.2 Other long-term liabilities 0.1 — Total liabilities 119.2 107.8 Commitments and contingencies (Note 15) Stockholders' equity Preferred stock, $ 0.01 per share; 50,000,000 shares authorized; 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; 28,435,316 shares issued and 23,563,288 shares outstanding as of December 31, 2025; 26,130,574 shares issued and 22,252,946 shares outstanding as of December 31, 2024 0.3 0.3 Class B Common Stock, $ 0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of December 31, 2025 and 2024 — — Less: Class A Common Stock held in treasury at cost; 4,872,028 treasury shares as of December 31, 2025 and 3,877,628 treasury shares as of December 31, 2024 ( 50.9 ) ( 38.6 ) Retained earnings 48.9 42.2 Additional paid-in capital 301.8 269.9 Total stockholders' equity 300.1 273.8 Total liabilities and stockholders' equity $ 419.3 $ 381.6 The accompanying notes are an integral part of these Consolidated Financial Statements. 46 RANGER ENERGY SERVICES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except share and per share amounts) Years Ended December 31, 2025 2024 Revenue High Specification Rigs $ 347.0 $ 336.1 Wireline Services 68.9 110.2 Processing Solutions and Ancillary Services 131.0 124.8 Total revenue 546.9 571.1 Operating expenses Cost of services (exclusive of depreciation and amortization): High Specification Rigs 276.9 267.1 Wireline Services 72.4 107.3 Processing Solutions and Ancillary Services 107.3 98.4 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 assets 0.4 — Gain on sale of assets ( 1.4 ) ( 2.2 ) Total operating expenses 531.5 542.5 Operating income 15.4 28.6 Other expenses Interest expense, net 1.2 2.6 Other income, net ( 3.6 ) — Total other expenses ( 2.4 ) 2.6 Income before income tax expense 17.8 26.0 Income tax expense 5.5 7.6 Net income 12.3 18.4 Income per common share Basic $ 0.55 $ 0.82 Diluted $ 0.54 $ 0.81 Weighted average common shares outstanding Basic 22,358,120 22,518,726 Diluted 22,675,249 22,852,632 The accompanying notes are an integral part of these Consolidated Financial Statements. 47 RANGER ENERGY SERVICES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in millions, except shares) Years Ended December 31, 2025 2024 2025 2024 Quantity Amount Shares, Class A Common Stock Balance, beginning of year 26,130,574 25,756,017 $ 0.3 $ 0.3 Issuance of shares under share-based compensation plans 441,640 535,925 — — 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 Treasury Stock Balance, beginning of year ( 3,877,628 ) ( 2,357,328 ) $ ( 38.6 ) $ ( 23.1 ) Repurchase of Class A Common Stock ( 994,400 ) ( 1,520,300 ) $ ( 12.3 ) $ ( 15.5 ) Balance, end of year ( 4,872,028 ) ( 3,877,628 ) $ ( 50.9 ) $ ( 38.6 ) Retained earnings Balance, beginning of year $ 42.2 $ 28.4 Net income 12.3 18.4 Dividends declared ( 5.6 ) ( 4.6 ) Balance, end of year $ 48.9 $ 42.2 Additional paid-in capital Balance, beginning of year $ 269.9 $ 266.2 Equity based compensation 6.4 5.5 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 Total stockholder’s equity Balance, beginning of year $ 273.8 $ 271.8 Net income 12.3 18.4 Dividends declared ( 5.6 ) ( 4.6 ) Equity based compensation 6.4 5.5 Shares withheld for taxes on equity transactions ( 2.0 ) ( 1.8 ) 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 The accompanying notes are an integral part of these Consolidated Financial Statements. 48 RANGER ENERGY SERVICES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2025 2024 Cash Flows from Operating Activities Net income $ 12.3 $ 18.4 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 46.3 44.1 Equity based compensation 6.5 5.8 Gain on sale of assets ( 1.4 ) ( 2.2 ) Deferred income tax expense 5.4 6.9 Impairment of assets 0.4 — Other expenses 2.6 1.3 Changes in operating assets and liabilities Accounts receivable, net 16.3 16.7 Contract assets ( 0.4 ) 1.0 Inventory 0.2 0.4 Prepaid expenses and other current assets ( 1.0 ) ( 1.8 ) Other assets 1.9 2.1 Accounts payable ( 9.8 ) ( 3.7 ) Accrued expenses ( 7.4 ) ( 2.4 ) Other current liabilities ( 2.7 ) ( 2.6 ) Other long-term liabilities ( 0.2 ) 0.5 Net cash provided by operating activities 69.0 84.5 Cash Flows from Investing Activities Purchase of property and equipment ( 26.1 ) ( 34.1 ) 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 ) Cash Flows from Financing Activities Borrowings under Revolving Credit Facility 43.0 27.3 Principal payments on Revolving Credit Facility ( 39.5 ) ( 27.3 ) Principal payments on financing lease obligations ( 6.6 ) ( 5.7 ) Principal payments on other financing liabilities ( 0.7 ) ( 0.6 ) 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 ) Net cash used in financing activities ( 23.5 ) ( 28.2 ) 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 Interest paid $ 2.0 $ 2.0 Supplemental Disclosure of Non-cash Investing and Financing Activities Capital expenditures included in accounts payable and accrued liabilities $ ( 0.1 ) $ 0.4 Additions to fixed assets through installment purchases and financing leases $ ( 8.9 ) $ ( 8.6 ) 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. 49 RANGER ENERGY SERVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization and Business Operations Business Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs, wireline services, and additional processing solutions and ancillary services in the U.S. The Company provides an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well. Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows: • High Specification Rigs . Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well. • Wireline Services . 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 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. Organization Ranger Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value $ 0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection with the Offering, Ranger Inc. became a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets. 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. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying audited Consolidated Financial Statements of the Company have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, which are of a normal and recurring nature, necessary for the fair presentation of the financial results for all periods presented have been reflected. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates. Areas where critical accounting estimates are made by management include: • Depreciation and amortization of property and equipment and intangible assets; 50 • Assets acquired and liabilities assumed in business combinations; • Impairment of property and equipment and intangible assets; • Collectability of accounts receivable and estimates of allowance for credit losses; • Income taxes; and • Equity-based compensation. 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 All highly liquid investments with an original maturity of three months or less are considered cash equivalents. The Company maintains its cash accounts in financial institutions that are insured by the Federal Deposit Insurance Corporation. From time to time, cash balances may exceed the insured amounts, however, the Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks. Accounts Receivable, net Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. Before extending credit, the Company reviews a customer’s credit history and generally does not require collateral from its customers. The allowance for credit losses is established as losses are estimated and are recorded through a provision for bad debts. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is evaluated on a regular basis by management and based on past experience and other factors, which, in management’s judgment, deserve current recognition in estimating possible bad debts. 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. The allowance for credit losses recorded for the years ended December 31, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively. Balance at Beginning of Year Charged to Operations Written Off Balance at End of Year Allowance for Credit Losses 2025 $ 1.2 $ 0.3 $ ( 0.1 ) $ 1.4 2024 $ 3.8 $ 0.2 $ ( 2.8 ) $ 1.2 Inventories Inventories are carried at the lower of cost or net realizable value and primarily consists of supplies held for the Wireline Services segment. The Company accounts for inventory using the weighted average cost method. Leases Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease, discounted at an annual incremental borrowing rate (“IBR”). ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the ROU asset and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. For certain leases, where variable lease payments are incurred and relate primarily to common area maintenance, in substance fixed payments are included in the ROU asset and lease liability. For those leases that do not provide an implicit rate, we use an IBR based on the estimated rate of interest for a fully collateralized, fully amortizing loan over a similar term of the lease payments at commencement date. ROU assets also include any lease payments made and exclude lease incentives. 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 51 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. Operating Leases The Company enters into operating leases, primarily for real estate, with terms that vary from less than 12 months to nine years , where certain of the leases contain escalation clauses. The operating leases are included in Short-term lease liability and Long-term lease liability in the Consolidated Balance Sheets. Lease costs associated with our yards and field offices are included in Cost of Services and our executive offices are included in General and Administrative expenses in the Consolidated Statements of Operations. Finance Leases The Company enters into lease arrangements for certain equipment, which are considered finance leases and generally have a term of three to five years . The assets and liabilities under finance leases are recorded at the lower of present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in our Consolidated Balance Sheets. Property and Equipment, net Property and equipment is stated at cost or estimated fair market value at the acquisition date less accumulated depreciation. Depreciation is charged to expense on the straight‑line basis over the estimated useful life of each asset. Expenditures for major renewals and betterments are capitalized while expenditures for maintenance and repairs are charged to expenses as incurred. Depreciation does not begin until property and equipment is placed in service. Once placed in service, depreciation on property and equipment continues while being repaired, refurbished or between periods of deployment. Long‑Lived Asset Impairment The Company evaluates the recoverability of the carrying value of long‑lived assets, including property and equipment and intangible assets, whenever events or circumstances indicate the carrying amount may not be recoverable. If a long‑lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long‑lived asset exceeds its fair value. Intangible Assets Identified intangible assets with determinable lives consist of customer relationships. Customer relationships are straight-line amortized over their estimated useful lives. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy, which are summarized, as follows: Level 1—Quoted prices in active markets for identical assets and liabilities. Level 2—Other significant observable inputs. Level 3—Significant unobservable inputs. 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 In determining the appropriate amount of revenue to be recognized as the Company fulfills the obligations under its contracts with customers, the following steps must be performed at contract inception: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, 52 including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company satisfies each performance obligation. The services of each segment are based on mutually agreed upon pricing with the customer prior to the services being performed and, given the nature of the services, do not include any warranty or right of return. Pricing for services are offered at hourly or daily rates, where the rates are, in part, determined by when services are performed and the nature of the specific job, with consideration for the extent of equipment, labor and consumables needed. Accordingly, the agreed-upon pricing is considered to be variable consideration. Pricing for equipment rentals is based on fixed monthly service fees. We satisfy our performance obligation over time as the services are performed. The Company believes the output method is a reasonable measure of progress for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (i) our performance toward complete satisfaction of the performance obligation under the contract and (ii) the value transferred to the customer of the services performed under the contract. The Company elected the “right to invoice” practical expedient for recognizing revenue. The Company invoices customers upon completion of the specified services and collection generally occurs within the payment terms agreed upon with customers. Accordingly, there is no financing component to our arrangements with customers. 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 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 $ 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. The Company does not have any contract liabilities included in the Consolidated Balance Sheets as of December 31, 2025, 2024, and 2023. Income Taxes The Company provides for income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recorded based upon differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. Under U.S. GAAP, the valuation allowance is recorded to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized and is based upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss carryforwards and other tax attributes. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income. 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 of $ 1.7 million previously recorded resulting in a discrete tax benefit for the year ended December 31, 2023. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. The income tax provision reflects the full benefit of all positions that have been taken in the Company's income tax returns, except to the extent that such positions are uncertain and fall below the recognition requirements. In the event that the Company determines that a tax position meets the uncertainty criteria, an additional liability or benefit will result. 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, 2025 and 2024, the Company did not 53 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. None of the Company’s federal or state tax returns are currently under examination. In the event our tax filings are audited, we may be subject to assessments of additional taxes that are resolved with the authorities or through the courts. Equity-Based Compensation The Consolidated Financial Statements reflect various equity-based compensation awards granted by Ranger Inc. 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 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. The fair value of the restricted stock awards and restricted stock units are estimated using the market price of the Company’s shares on the grant date. The fair value of the performance stock units are estimated using an option pricing model that includes certain assumptions, such as volatility, dividend yield and the risk-free interest rate. Changes in these assumptions could change the fair value of our unit-based awards and associated compensation expense in our Consolidated Statements of Operations. Forfeitures of all equity-based compensation are recognized as they occur. New Accounting Pronouncements Recently adopted accounting standards In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. 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 was permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted this standard on December 31, 2024 within “Part II, Item 8. Financial Statements and Supplementary Data — Note 17 — Segment Reporting.” In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company adopted this standard on a prospective basis on December 31, 2024 within “Part II, Item 8. Financial Statements and Supplementary Data — Note 13 — Income Taxes.” Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. 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. 54 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. 55 The following table presents the total estimated fair value of assets acquired and liabilities assumed in accordance with ASC 805 (in millions): Cash $ 6.3 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: Cash 61.8 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): December 31, 2025 2024 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 Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working assets. 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. 56 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 Property and equipment include the following (in millions): Estimated Useful Life December 31, (Years) 2025 2024 High specification rigs 15 $ 191.8 $ 150.2 Machinery and equipment 3 - 30 247.4 216.0 Vehicles 3 - 15 63.4 55.1 Other property and equipment 5 - 25 24.5 21.4 Property and equipment 527.1 442.7 Less: accumulated depreciation ( 256.8 ) ( 229.0 ) Construction in progress 10.6 10.6 Property and equipment, net $ 280.9 $ 224.3 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 of property and equipment to Assets held for sale for the year ended December 31, 2024. Note 6 — Intangible Assets, Net Definite lived intangible assets are comprised of the following (in millions): Estimated Useful Life December 31, (Years) 2025 2024 Customer relationships 10 - 18 $ 11.4 $ 11.4 Less: accumulated amortization ( 6.5 ) ( 5.8 ) Intangible assets, net $ 4.9 $ 5.6 Amortization expense was $ 0.7 million for each of the years ended December 31, 2025 and 2024. Amortization expense for the future periods is expected to be as follows (in millions): For the years ending December 31, Amount 2026 $ 0.7 2027 0.7 2028 0.5 2029 0.5 2030 0.5 Thereafter 2.0 Total $ 4.9 57 Note 7 — Accrued Expenses Accrued expenses include the following (in millions): December 31, 2025 2024 Accrued payables $ 9.1 $ 7.7 Accrued compensation 11.5 15.6 Accrued taxes 1.4 2.2 Accrued insurance 3.4 2.7 Accrued expenses $ 25.4 $ 28.2 Note 8 — Leases Operating Leases The Company has operating leases, primarily for real estate and equipment, with terms that vary from one to nine years , included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Consolidated Balance Sheets. Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Consolidated Statements of Operations. Lease costs and other information related to operating leases are as follows (in millions): Years Ended December 31, 2025 2024 Short-term lease costs $ 13.8 $ 12.8 Operating lease costs $ 3.1 $ 3.2 Operating cash outflows from operating leases $ 3.4 $ 3.3 Weighted average remaining lease term 5.0 years 2.7 years Weighted average discount rate 6.8 % 8.1 % As of December 31, 2025, aggregate future minimum lease payments under operating leases are as follows (in millions): For the years ending December 31, Total 2026 $ 4.3 2027 3.0 2028 1.5 2029 1.1 2030 1.1 Thereafter 3.0 Total future minimum lease payments 14.0 Less: amount representing interest ( 2.2 ) Present value of future minimum lease payments 11.8 Less: current portion of operating lease obligations ( 3.4 ) 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 58 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 The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three to five years . The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Consolidated Balance Sheets. As of December 31, 2025, lease costs and other information related to finance leases are as follows (in millions): Years Ended December 31, 2025 2024 Amortization of finance leases $ 7.2 $ 5.7 Interest on lease liabilities $ 2.3 $ 2.3 Financing cash outflows from finance leases $ 6.6 $ 5.7 Weighted average remaining lease term 1.8 years 2.2 years Weighted average discount rate 6.8 % 6.5 % As of the December 31, 2025, aggregate future minimum lease payments under finance leases are as follows (in millions): For the years ending December 31, 2025 2026 $ 9.0 2027 5.8 2028 3.3 2029 0.3 Total future minimum lease payments 18.4 Less: amount representing interest and fees ( 2.1 ) Present value of future minimum lease payments 16.3 Less: current portion of finance lease obligations ( 7.9 ) Long-term portion of finance lease obligations $ 8.4 Note 9 — Other Financing Liabilities The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives. As of the December 31, 2025, aggregate future lease payments of the financing liabilities are as follows (in millions): For the twelve months ending December 31, Total 2026 $ 0.7 2027 0.8 2028 0.8 2029 0.9 2030 1.0 Thereafter 6.1 Total future minimum lease payments $ 10.3 59 Note 10 — Debt 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 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 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. 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 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 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. 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 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 Class A Common Stock Equity Based Compensation Overview The Company has a Long-Term Incentive Plan (“LTIP”) for executives, employees, consultants and non-employee directors, under which awards can be granted in the form of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), restricted cash units (“RCUs”), performance-based restricted stock units (“PSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards. 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 60 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. RSAs 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 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. The following table summarizes the unvested activity for RSAs 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 616,222 Granted 379,367 $ 10.33 2.6 years Forfeited ( 14,058 ) Vested ( 307,405 ) Unvested at December 31, 2024 674,126 $ 10.48 1.6 years Forfeited ( 35,942 ) Vested ( 319,414 ) Unvested at December 31, 2025 318,770 $ 10.53 0.9 years RSUs The Company has granted RSUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant. 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 RCUs The Company has granted RCUs to certain non-employee directors, which cliff vest on the first anniversary date of the grant. During the year ended December 31, 2025, the Company granted approximately 12,900 . RCUs, which are cash-settled with the value of each vested RCU equal to the closing price per share of our Common Stock on the vesting date. The Company determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation, due to this cash settlement feature. RCUs are remeasured based on the closing price per share of the Company’s Common Stock at the end of each reporting period. As of December 31, 2025, the liability associated with unvested RCUs was $ 0.1 million, which is included in Accrued expenses in the Consolidated Balance Sheets. PSUs 61 The Company has granted performance awards to certain key employees, in the form of PSUs, which are earned based on the achievement of certain market factors and performance targets at the discretion of the Board of Directors. The PSUs are subject to a three-year measurement period during which the number of Class A Common Stock to be issued in settlement of the PSUs remains uncertain until the end of the measurement period and will generally cliff vest based on the level of achievement with respect to the applicable performance criteria. Subsequent to such measurement period, the vesting of PSUs is subject to certification by the Board of Directors. As defined in the respective PSU agreements, the performance criteria applicable to these awards is relative and absolute total stockholder return (“TSR”). Achievement with respect to the relative TSR criteria is determined by the Company’s TSR compared to the TSR of the defined peer group during the measurement period. Achievement with respect to the absolute TSR criteria is based on a measurement of the Company’s stock price growth during the measurement period. The PSUs that were granted during the years ended December 31, 2025 and 2024 will cliff vest, subject to the achievement of applicable performance criteria and certification by the Board of Directors, on December 31, 2027 and December 31, 2026, respectively. As of December 31, 2025, there was an aggregate of $ 2.7 million of unrecognized compensation cost related to PSUs. The following table summarizes the unvested activity for PSUs during the years ended December 31, 2025 and 2024: Relative Absolute Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Vesting Period Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Vesting Period Unvested at January 1, 2024 177,221 177,222 Granted 139,607 $ 11.48 151,305 $ 9.68 Vested ( 105,280 ) ( 116,978 ) Unvested at December 31, 2024 211,548 $ 13.03 1.3 years 211,549 $ 11.86 1.3 years Granted 71,564 $ 22.05 2.0 years 73,898 $ 17.80 2.0 years Vested ( 39,432 ) ( 41,765 ) Unvested at December 31, 2025 243,680 $ 16.36 1.0 year 243,682 $ 13.52 1.0 year Share Repurchases On March 7, 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $ 35.0 million in aggregate value. On March 4, 2024, the Company announced that its Board of Directors approved additional share repurchases of $ 50.0 million, bringing the total share repurchase program authorization to $ 85.0 million in aggregate value. Share repurchases may take place in any transaction form as allowable by the Securities and Exchange Commission. Approval of the program by the Board of Directors of the Company is valid for 36 months after the approval date, allowing the Company to utilize the expanded $ 50 million of approved capacity through March 4, 2027. During the years ended December 31, 2025 and 2024, the Company repurchased 994,400 and 1,520,300 , respectively, of the Company’s Class A Common Stock for an aggregate $ 12.3 million and $ 15.5 million, net of tax on the open market. Since the inception of the repurchase plan announced on March 7, 2023, an accumulated 4,320,200 shares of Class A Common Stock were purchased for a total of $ 47.1 million, net of tax as of December 31, 2025. The Company has accrued stock repurchase excise tax of $ 0.1 million for the year ended December 31, 2025. Dividends 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. 62 Note 12 — Risk Concentrations Customer Concentrations 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. 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. Note 13 — Income Taxes The Company operates exclusively within the U.S. and is subject to U.S. federal and various state income tax. The effective U.S. federal income tax rate applicable to the Company for the years ended December 31, 2025 and 2024 was 31 % and 29 %, respectively. 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 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. 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, 2025 2024 Current expense Federal $ 0.1 $ 0.3 State — 0.4 Total current expense 0.1 0.7 Deferred expense Federal 4.9 6.4 State 0.5 0.5 Total deferred expense 5.4 6.9 Income tax expense $ 5.5 $ 7.6 63 Cash payments of U.S. federal and state income taxes, net of refunds, were as follows (in millions): 2025 2024 Cash payments of federal income taxes $ 0.2 $ — Cash payments of state income taxes Texas 0.4 0.4 Colorado — 0.1 Other states 0.1 0.1 Total cash payments $ 0.7 $ 0.6 A reconciliation of the expected income tax expense on income before income taxes using the statutory federal income tax rate of 21 % for 2025 and 2024 to income tax expense follows (in millions): December 31, 2025 2024 Tax Effected Rate Tax Effected Rate Income before income taxes $ 17.8 $ 26.0 Income tax expense computed at statutory rate $ 3.7 21 % $ 5.5 21 % Reconciling items State income taxes, net of federal tax benefit 0.5 3 % 1.0 4 % Changes in valuation allowances — — % Meals 0.8 4 % 0.8 3 % Non-deductible executive compensation 0.4 2 % 0.5 2 % Non-deductible expenses and other 0.1 1 % ( 0.2 ) ( 1 ) % Income tax expense $ 5.5 31 % $ 7.6 29 % 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): December 31, 2025 2024 Deferred income tax assets Net operating loss carryforward $ 23.2 $ 11.9 Stock based compensation 1.7 1.8 Right-of-use liability 2.7 1.7 Other 1.5 1.1 Net deferred income tax asset $ 29.1 $ 16.5 Deferred income tax liabilities Property and equipment ( 49.5 ) ( 32.8 ) Right-of-use assets ( 2.5 ) ( 1.6 ) Other liability ( 0.5 ) — Other ( 0.1 ) ( 0.3 ) Deferred income tax liability ( 52.6 ) ( 34.7 ) Net deferred income tax liability $ ( 23.5 ) $ ( 18.2 ) 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 64 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 U.S. and Texas. 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. The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of December 31, 2025, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense in the Consolidated Statements of Operations. As of December 31, 2025, the Company had not recognized any interest or penalties related to uncertain tax positions in the financial statements. Note 14 — Earnings per Share 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 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, 2025 2024 Numerator: Net Income $ 12.3 $ 18.4 Denominator: Weighted average number of shares - basic 22,358,120 22,518,726 Effect of dilutive share-based awards 317,129 333,906 Weighted average number of shares - diluted 22,675,249 22,852,632 Basic earnings per share $ 0.55 $ 0.82 Diluted earnings per share $ 0.54 $ 0.81 Note 15 — Commitments and Contingencies Legal Matters From time to time, the Company is involved in various legal matters arising in the normal course of business. 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 Stockholders’ Agreement 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 65 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 On August 16, 2017, in connection with the closing of the Offering, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with certain stockholders (the “Holders”). Pursuant to, and subject to the limitations set forth in the Registration Rights Agreement, at any time after the 180 -day lock-up period, the Holders have the right to require the Company, by written notice, to prepare and file a registration statement registering the offer and sale of a number of their shares of Class A Common Stock. Reasonably in advance of the filing of any such registration statement, the Company is required to provide notice of the request to all other Holders who may participate in the registration. The Company is required to use all commercially reasonable efforts to maintain the effectiveness of any such registration statement until all shares covered by such registration statement have been sold. Subject to certain exceptions, the Company is not obligated to effect such a registration within 90 days after the closing of any underwritten offering of shares of Class A Common Stock requested by the Holders pursuant to the Registration Rights Agreements. The Company is also not obligated to effect any registration where such registration has been requested by the holders of Registrable Securities (as defined in the Registration Rights Agreement) which represent less than $ 25 million, based on the five-day volume weighted average trading price of the Class A Common Stock on the New York Stock Exchange. In addition, pursuant to the Registration Rights Agreement, the Holders have the right to require the Company, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Class A Common Stock by means of an underwritten offering. Further, subject to certain exceptions, if at any time the Company proposes to register an offering of its equity securities or conduct an underwritten offering, whether or not for its account, then the Company must notify the Holders of such proposal at least three business days before the anticipated filing date or commencement of the underwritten offering, as applicable, to allow them to include a specified number of their shares in that registration statement or underwritten offering, as applicable. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The obligations to register shares under the Registration Rights Agreement will terminate as to any Holder when the Registrable Securities held by such Holder are no longer subject to any restrictions on trading under the provisions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including any volume or manner of sale restrictions. Registrable Securities means all shares of Class A Common Stock owned at any particular point in time by a Holder other than shares (i) sold pursuant to an effective registration statement under the Securities Act, (ii) sold in a transaction pursuant to Rule 144 under the Securities Act, (iii) that have ceased to be outstanding or (iv) that are eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 under the Securities Act. Payments and Purchases 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. 66 Note 17 — Segment Reporting 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. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services. The reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Consolidated Financial Statements. The Chief Executive Officer is regarded as the Company’s CODM. 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, 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 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. 67 Certain s egment information for the years ended December 31, 2025 and 2024 is as follows (in millions): Year Ended December 31, 2025 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Revenue $ 347.0 $ 68.9 $ 131.0 $ — $ 546.9 Employee expenses 177.8 32.6 49.5 17.8 277.7 Repair and maintenance 32.6 6.8 14.2 — 53.6 Other segment items* 66.5 33.0 43.6 11.8 154.9 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 ) Operating income (loss) 46.0 ( 13.9 ) 14.1 ( 30.8 ) 15.4 Interest expense, net — — — 1.2 1.2 Other income — — — ( 3.6 ) ( 3.6 ) Income tax expense — — — 5.5 5.5 Net income (loss) $ 46.0 $ ( 13.9 ) $ 14.1 $ ( 33.9 ) $ 12.3 Interest expense, net — — — 1.2 1.2 Tax expense — — — 5.5 5.5 Depreciation and amortization 24.1 10.4 9.6 2.2 46.3 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 sale of assets — — — ( 1.4 ) ( 1.4 ) Severance and reorganization costs — 1.0 0.1 0.1 1.2 Acquisition related costs 0.2 0.6 0.1 1.4 2.3 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 Capital expenditures $ 24.8 $ 1.0 $ 6.5 $ — $ 32.3 _____________________________________ * Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations. 68 Year Ended December 31, 2024 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Revenue $ 336.1 $ 110.2 $ 124.8 $ — $ 571.1 Employee expenses 172.6 49.1 46.3 17.4 285.4 Repair and maintenance 31.1 11.4 10.7 — 53.2 Other segment items* 63.4 46.8 41.4 10.4 162.0 Depreciation and amortization 22.2 11.4 8.6 1.9 44.1 Gain on sale of assets — — — ( 2.2 ) ( 2.2 ) Operating income (loss) 46.8 ( 8.5 ) 17.8 ( 27.5 ) 28.6 Interest expense, net — — — 2.6 2.6 Income tax expense — — — 7.6 7.6 Net income (loss) $ 46.8 $ ( 8.5 ) $ 17.8 $ ( 37.7 ) $ 18.4 Interest expense, net — — — 2.6 2.6 Tax expense — — — 7.6 7.6 Depreciation and amortization 22.2 11.4 8.6 1.9 44.1 EBITDA 69.0 2.9 26.4 ( 25.6 ) 72.7 Equity based compensation — — — 5.8 5.8 Gain on disposal of property and equipment — — — ( 2.2 ) ( 2.2 ) Severance and reorganization costs 0.9 0.6 0.2 0.1 1.8 Acquisition related costs 0.4 — — 0.1 0.5 Legal fees and settlements 0.2 — — 0.1 0.3 Adjusted EBITDA $ 70.5 $ 3.5 $ 26.6 $ ( 21.7 ) $ 78.9 Capital expenditures $ 26.8 $ 4.9 $ 15.2 $ — $ 46.9 _____________________________________ * Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations. Note 18 — Subsequent Events 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. 69 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Not applicable.