Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On March 7, 2023, the Company announced that its Board of Directors authorized a share repurchase program, allowing the Company to purchase currently outstanding Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. Share repurchases may take place from time to time on the open market or through privately negotiated transactions. The duration of the share repurchase program is 36 months and may be accelerated, suspended or discontinued at any time without notice.
The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended March 31, 2023.
Period Total Number of Shares Repurchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (3)
January 1, 2023 - January 31, 2023 — $ — — —
February 1, 2023 - February 28, 2023 1,057 11.71 — —
March 1, 2023 - March 31, 2023 125,444 10.38 39,400 3,397,219
Total 126,501 $ 10.39 39,400 3,397,219
_________________________
(1) Total number of shares repurchased during the first quarter of 2023 consists of 87,101 shares withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the 2017 Plan and 39,400 shares repurchased pursuant to the repurchase program that was announced on March 7, 2023.
(2) As of March 31, 2023, an aggregate of 39,400 shares were purchased for a total of $0.4 million since the inception of the repurchase plan announced on March 31, 2023.
(3) As of March 31, 2023, the maximum number of shares that may yet be purchased under the plan is 3,397,219 shares of Class A Common Stock. This is based on the closing price of $10.19 of Ranger Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of March 31, 2023.
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Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report.
INDEX TO EXHIBITS
Exhibit
Number Description
*10.1† Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan.(2023)
*10.2† Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement under the Ranger Energy Services, Inc. 2017 Long Term In centive Plan (2023)
*10.3† Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement with Floor under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (2023)
31.1* Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
31.2* Certification of Chief Financial Officer Pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934
32.1** Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.CAL* iXBRL Calculation Linkbase Document
101.DEF* iXBRL Definition Linkbase Document
101.INS* iXBRL Instance Document
101.LAB* iXBRL Labels Linkbase Document
101.PRE* iXBRL Presentation Linkbase Document
101.SCH* iXBRL Schema Document
104* Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101)
* Filed as an exhibit to this Quarterly Report on Form 10-Q.
** Furnished as an exhibit to this Quarterly Report on Form 10-Q.
† Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ranger Energy Services, Inc.
/s/ Melissa Cougle May 5, 2023
Melissa Cougle Date
Chief Financial Officer
(Principal Financial Officer)
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