Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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. Based on that evaluation, management concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
• provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with U.S. GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on the Consolidated Financial Statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. 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). Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. 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.
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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.
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Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Ranger Energy Services, Inc.
Houston, Texas
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”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 4, 2025 expressed an unqualified opinion on those financial statements.
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. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Grant Thornton, LLP
Houston, Texas
March 4, 2025
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
We incorporate by reference into this Item information to be disclosed in the definitive proxy statement for our 2025 Annual Meeting of Stockholders, including the information appearing in the proposal for the election of directors and under the headings “Proposal One – Election of Directors,” “Executive Officers,” “Meeting Attendance and Committees of the Board of Directors,” “Corporate Governance Guidelines” and “Delinquent Section 16(a) Reports.”
We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by directors, officers, employees, and the Company that are reasonably designed to promote compliance with insider trading laws and applicable listing standards. A copy of our Insider Trading Policy, as amended to date, is filed as Exhibit 19.1 to this Annual Report.
We have adopted a code of ethics entitled “Code of Business Conduct and Ethics,” which applies to all our employees, officers and directors, a copy of which can also be found at www.rangerenergy.com.
We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Ethics and any waiver from any provision to it by posting such information on our website at www.rangerenergy.com.
Item 11. Executive Compensation
Please see the information appearing under the headings “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation Committee” in the definitive proxy statement for our 2025 Annual Meeting of Stockholders for the information this Item 11 requires that is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Please see the information appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy statement for our 2025 Annual Meeting of Stockholders for the information this Item 12 requires that is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
Please see the information appearing in the proposal for the election of directors and under the heading “Certain Relationships and Related Transactions” in the definitive proxy statement for our 2025 Annual Meeting of Stockholders for the information this Item 13 requires that is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is Grant Thornton, LLP, Houston, Texas, Auditor Firm ID: 248. The information required by this Item 14 will be included in the definitive proxy statement for our 2025 Annual Meeting of Stockholders, and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
Financial Statements.
See index to Consolidated Financial Statements included beginning on Page 45.
Financial Statement Schedules.
No other financial statement schedules are submitted because either they are inapplicable or because the required information is included in the Consolidated Financial Statements or notes thereto.
Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report, and such Exhibit Index is incorporated herein by reference.
Exhibit
Number Description
2.1†† Amended and Restated Asset Purchase Agreement dated as of July 31, 2017, by and among ESCO Leasing, LLC, Ranger Energy Services, LLC and Tim Hall (incorporated by reference to Exhibit 2.3 to the Registrant’s Form S-1 (File No. 333-218139) filed with the Commission on August 1, 2017).
2.2 Asset Purchase Agreement, dated July 8, 2021 by and among PerfX Wireline Services, LLC, Bravo Wireline, LLC, Ranger Energy Services, Inc., Charlie Thomas, Shelby Sullivan, Jeff Thomas and Jimmie Hayes (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on July 14, 2021
2.3 Asset Purchase Agreement dated as of September 15, 2021, by and among Ranger Energy Acquisition, LLC, Basic Energy Services, Inc., Basic Energy Services, L.P., C&J Well Services, Inc., Taylor Industries, LLC and KVS Transportation, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4, 2021).
2.4 Closing Agreement and Amendment No. 1 to Asset Purchase Agreement, dated as of October 1, 2021, by and among Ranger Energy Acquisition, LLC, Basic Energy Services, Inc., Basic Energy Services, L.P., C&J Well Services, Inc., Taylor Industries, LLC and KVS Transportation Inc. (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4, 2021).
3.1 Amended and Restated Certificate of Incorporation of Ranger Energy Services, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
3.2 Amended and Restated Bylaws of Ranger Energy Services, Inc. adopted October 26, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on October 31, 2023)
*4.1 Description of Registered Securities
4.2 Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
4.3 Stockholders’ Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
10.1 Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on August 22, 2017)
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)
10.5† Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan. (incorporated by reference to Exhibit 4.9 to the Registrant’s Form S‑8 Registration Statement (File No. 333‑220018) filed with the Commission on August 17, 2017)
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10.6† Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan.(2023) (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 5, 2023)
10.7† Form of Restricted Stock Agreement (Employees) under the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan.(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 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).
10.10† Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement (2023) (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 5, 2023).
10.11† Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement with Floor (2023) (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 5, 2023).
10.12† Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement (202 4 ) (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 7 , 202 4 ).
10.13† Form of Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreement with Floor (202 4 ) (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10‑Q (File No. 001‑38183) filed with the Commission on May 7 , 202 4 ).
*10.14† Form of Amendment to Ranger Energy Services, Inc. Performance Stock Unit Award Incentive Agreements for 2022, 2023 and 2024 Agreements.
10.15 Tax Receivable Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
10.16 Tax Receivable Termination and Settlement Agreement entered into as of September 10, 2021, by and among Ranger Energy Services, Inc., affiliates of CSL Capital Management, L.P., and Bayou Well Holdings Company, LLC. (incorporated by reference to Exhibit 10.4 of the Registrant’s Form 8-K (File No. 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)
10.18† Indemnification Agreement (Krishna Shivram) (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on August 22, 2017)
10.19† Indemnification Agreement (Michael C. Kearney) (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the Commission on July 31, 2018)
10.20† Indemnification Agreement (Carla Mashinski ) (incorporated by reference to Exhibit 10.20 of the Registrant’s Form 10 -K filed with the Commission on March 5 , 20 24 )
10.21† Indemnification Agreement (Sean Woolverton) (incorporated by reference to Exhibit 10.2 1 of the Registrant’s Form 10-K filed with the Commission on March 5, 2024)
10.22† Indemnification Agreement, dated as of June 15, 2022, by and between the Company and Melissa Cougle (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38183) filed with the SEC on June 9, 2022).
10.23† Indemnification Agreement, dated as of September 1, 2021, by and between the Ranger Energy Services, Inc. and Stuart Bodden (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No. 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).
10.26 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)
10.27 Credit Agreement dated May 31, 2023, by and among RNGR Energy Services, LLC and certain of its subsidiaries and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K (File No. 001‑38183) filed with the Commission on May 31, 2023).
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10.28 First Amendment to the Credit Agreement, dated May 31, 2023, by and among RNGR Energy Services, LLC and certain of its subsidiaries and Wells Fargo Bank, National Association (incorporated by reference to Exhibits 10.1 to the Registrations for 10-Q (File No. 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).
10.35† 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. 001-38183) filed with the Commission on October 4, 2021).
10.36 Registration Rights Agreement made and entered into as of September 10, 2021, by and among Ranger Energy Services, Inc., and each of the parties listed on the signature pages therein (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (File No. 001-38183) filed with the Commission on October 4, 2021).
10.37† Voting Agreement, dated as of September 10, 2021, entered into by and among Ranger Energy Services, Inc., affiliates of CSL Capital Management, L.P., and Bayou Well Holdings Company, LLC (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K (File No. 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
*21.1 List of subsidiaries of Ranger Energy Services, Inc.
*23.1 Consent of Grant Thornton, LLP
*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 Certification 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 Certification 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
97.1 Ranger Energy Services, Inc. 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).
*101.CAL XBRL Calculation Linkbase Document
*101.DEF XBRL Definition Linkbase Document
*101.INS XBRL Instance Document
*101.LAB XBRL Labels Linkbase Document
*101.PRE XBRL Presentation Linkbase Document
*101.SCH XBRL Schema Document
_________________________
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* Filed as an exhibit to this Annual Report on Form 10-K
** Furnished as an exhibit to this Annual Report on Form 10-K
†
Compensatory plan or arrangement
†† 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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Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ranger Energy Services, Inc.
/s/ Stuart N. Bodden March 4, 2025
Stuart N. Bodden Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Stuart N. Bodden President, Chief Executive Officer and Director March 4, 2025
Stuart N. Bodden (Principal Executive Officer)
/s/ Melissa K. Cougle Chief Financial Officer March 4, 2025
Melissa K. Cougle (Principal Financial Officer)
/s/ Michael Kearney Chairman of the Board March 4, 2025
Michael Kearney
/s/ Brett T. Agee Director March 4, 2025
Brett T. Agee
/s/ Krishna Shivram Director March 4, 2025
Krishna Shivram
/s/ Carla Mashinski Director March 4, 2025
Carla Mashinski
/s/ Sean Woolverton Director March 4, 2025
Sean Woolverton
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