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What changed in Ranger Energy Services, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ranger Energy Services, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+280 added−303 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-04)

Top changes in Ranger Energy Services, Inc.'s 2025 10-K

280 paragraphs added · 303 removed · 218 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

51 edited+13 added−15 removed83 unchanged
Biggest changeDepartment of Transportation (“DOT”), implement GHG emissions limits on vehicles manufactured for operation in the United States. Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.
Biggest changeVarious states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives focused on GHG cap-and-trade programs, carbon taxes, reporting and tracking programs, emissions reduction targets and related disclosure requirements. International developments focused on restricting GHG emissions include efforts under the United Nations Framework Convention on Climate Change, including implementation of the Paris Agreement.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on 6 our business, liquidity position, financial condition, results of operations and prospects.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or re-interpretation of enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
Our well completion support services are utilized subsequent to hydraulic fracturing operations but prior to placing a well into production, and primarily include unconventional well completion operations, including milling out composite plugs, frac sand or other downhole debris or obstructions that were introduced in the well as part of the completion process and installing production tubing and other permanent downhole equipment necessary to facilitate production. 2 • Workovers .
Our well completion support services are utilized subsequent to hydraulic fracturing operations but prior to placing a well into production, and primarily include unconventional well completion operations, including milling out composite plugs, frac sand or other downhole debris or obstructions that were introduced in the well as part of the completion process and installing production tubing and other permanent downhole equipment necessary to facilitate production. • Workovers .
Environmental and Occupational Safety and Health Matters Our operations, which support the oil and natural gas exploration, development and production activities pursued by our customers, are subject to stringent and comprehensive federal, regional, state and local laws and regulations governing occupational safety and health, the discharge of materials into the environment, solid and hazardous waste management, fluid transportation and disposal and environmental protection.
Environmental and Occupational Safety and Health Matters Our operations, which support the oil and natural gas exploration, development and production activities pursued by our customers, are subject to stringent and comprehensive federal, regional, state and local laws and regulations governing 5 occupational safety and health, the discharge of materials into the environment, solid and hazardous waste management, fluid transportation and disposal and environmental protection.
These laws and their implementing regulations also impose limitations on air emissions and require adherence to maintenance, work practice, reporting and record keeping and other requirements. Failure to obtain a permit or to comply with permit or other regulatory requirements could result in the imposition of sanctions, including administrative, civil and criminal penalties.
These laws and their implementing regulations also impose limitations on air emissions and require adherence to maintenance, work practice, reporting and record keeping and other requirements. Failure 7 to obtain a permit or to comply with permit or other regulatory requirements could result in the imposition of sanctions, including administrative, civil and criminal penalties.
From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including 10 taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.
From time to time, various legislative proposals are introduced, including proposals to increase federal, state or local taxes, including taxes on motor fuels, which may increase our costs or adversely impact the recruitment of drivers. We cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted.
Combining Ranger’s wireline perforating and pump down services maximizes operational efficiency through integrated safety, quality and communications systems. Our pumping services can be used during intervention operations for pressure testing casing, tubing and plugs, or for injecting and pumping acid into the reservoir to stimulate production.
Combining Ranger’s wireline perforating and pump down services maximizes operational efficiency through integrated safety, quality and 2 communications systems. Our pumping services can be used during intervention operations for pressure testing casing, tubing and plugs, or for injecting and pumping acid into the reservoir to stimulate production.
During periods of heavy snow, ice, wind or rain, we may be unable to operate 5 or move our equipment between locations, thereby reducing our ability to provide services and generate revenue, or we could suffer weather-related damage to our facilities and equipment resulting in delays in operations.
During periods of heavy snow, ice, wind or rain, we may be unable to operate or move our equipment between locations, thereby reducing our ability to provide services and generate revenue, or we could suffer weather-related damage to our facilities and equipment resulting in delays in operations.
In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities. The CWA also prohibits the discharge of dredge and fill 7 material in regulated waters, including wetlands, unless authorized by permit.
In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities. The CWA also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit.
The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services.
The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by 9 requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services.
Securities Exchange Act of 1934 are available free of charge at our website at www.rangerenergy.com, as soon as reasonably practicable after having been electronically filed or furnished with the U.S. SEC. The SEC maintains an internet site that contains reports, proxy, information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov, including us. 11
Securities Exchange Act of 1934 are available free of charge at our website at www.rangerenergy.com, as soon as reasonably practicable after having been electronically filed or furnished with the U.S. SEC. The SEC maintains an internet site that contains reports, proxy, information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov, including us. 10
Gas Processing and Other Assets As part of our gas processing operations in support of field level recapture and power generation, we manage a group of 30 mechanical refrigeration units, 60 gas coolers and 13 generators as of December 31, 2024.
Gas Processing and Other Assets As part of our gas processing operations in support of field level recapture and power generation, we manage a group of 30 mechanical refrigeration units, 60 gas coolers and 13 generators as of December 31, 2025.
High Specification Rigs Our High Specification Rig segment provides high specification well and complementary equipment and services to facilitate operations throughout the lifecycle of a well. We provide services to E&P companies, particularly to those operating in unconventional oil and natural gas reservoirs and requiring technically and operationally advanced services.
High Specification Rigs Our High Specification Rig segment provides high specification well and complementary equipment and services to facilitate operations throughout the lifecycle of a well. We provide services to E&P companies, particularly to those operating 1 in unconventional oil and natural gas reservoirs and require technically and operationally advanced services.
We have a diverse portfolio of customers which included approximately 215 distinct customers that we served during 2024. Suppliers Our internal supply chain personnel manage sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across all areas of our operations. We have built long‑term relationships with multiple industry leading suppliers of materials and equipment.
We have a diverse portfolio of customers which included approximately 180 distinct customers that we served during 2025. Suppliers Our internal supply chain personnel manage sourcing and logistics to ensure flexibility and continuity of supply in a cost-effective manner across all areas of our operations. We have built long‑term relationships with multiple industry leading suppliers of materials and equipment.
(2) Per manufacturer or historical records obtained through acquisitions. Wireline Units We have a fleet of 72 wireline trucks as of December 31, 2024 that includes both single and dual drum units running a variety of line types in cased hole operations and 29 high-pressure pump trucks that are utilized in our wireline services.
(2) Per manufacturer or historical records obtained through acquisitions. Wireline Units We have a fleet of 65 wireline trucks as of December 31, 2025 that includes both single and dual drum units running a variety of line types in cased hole operations and 29 high-pressure pump trucks that are utilized in our wireline services.
Water Discharges and Discharges into Belowground Formations The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into state waters and waters of the United States.
Water Discharges and Discharges into Belowground Formations The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into state waters and waters of the U.S..
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” Competition We provide services in various geographic regions across the United States, which are highly competitive. Our competitors include many large and small oilfield service providers.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” Competition We provide services in various geographic regions across the U.S., which are highly competitive. Our competitors include many large and small oilfield service providers.
The Oil Pollution Act of 1990 (“OPA”) sets minimum standards for prevention, containment and cleanup of oil spills. The OPA applies to vessels, offshore facilities and onshore facilities, including E&P facilities that may affect waters of the United States.
The Oil Pollution Act of 1990 (“OPA”) sets minimum standards for prevention, containment and cleanup of oil spills. The OPA applies to vessels, offshore facilities and onshore facilities, including E&P facilities that may affect waters of the U.S.
Vehicles Our business relies on a fleet of light duty trucks and vehicles that assist our crews in operations activities across all segments. As of December 31, 2024 we had a total of approximately 1,100 trucks and vehicles either owned or under finance lease in our fleet.
Vehicles Our business relies on a fleet of light and medium duty trucks and vehicles that assist our crews in operations activities across all segments. As of December 31, 2025 we had a total of approximately 1,500 trucks and vehicles either owned or under finance lease in our fleet.
For the years ended December 31, 2024 and 2023, our top five revenue-generating customers represented approximately 65% and 43% of our consolidated revenue, respectively. No other customers represented more than 10% of our consolidated revenue for each of the years ended December 31, 2024 and 2023.
For the years ended December 31, 2025 and 2024, our top five revenue-generating customers represented approximately 73% and 65% of our consolidated revenue, respectively. No other customers represented more than 10% of our consolidated revenue for each of the years ended December 31, 2025 and 2024.
The OPA also requires owners or operators of certain onshore facilities to prepare facility response plans (“FRP”) for responding to a worst-case discharge of oil into waters of the United States.
The OPA also requires owners or operators of certain onshore facilities to prepare facility response plans (“FRP”) for responding to a worst-case discharge of oil into waters of the U.S..
The implementation of these agreements and other existing or future regulatory mandates, may adversely affect the demand for our products and services, require us or our customers to reduce GHG emissions or impose taxes on us or our customers, all of which could have a material adverse effect on our operations and results.
The implementation of these initiatives or other existing or future regulatory mandates may adversely affect demand for our services, require us or our customers to reduce GHG emissions, or impose taxes or fees on us or our customers, any of which could have a material adverse effect on our operations and results.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas could increase compliance costs, reduce demand for oil and natural gas, and reduce demand for our services.
Rig Classification (2) Number of Rigs Mast Height >102' or Operating HP >450 329 Mast Height 19 Rigs classified as assets held for sale 35 Retirement rigs candidates at scrap value 23 Total Rigs 406 Our rig fleet assets are utilized both within our High Specification Rigs segment as well as our processing solutions and ancillary services segment in support of our plug and abandonment service line. ______________________ 4 (1) The high operating HP and taller mast heights of our high specification well service rigs allow such rigs to safely support the higher weights associated with the long tubing strings used in long-lateral well completion operations.
Rig Classification (2) Number of Rigs Mast Height >102' or Operating HP >450 363 Mast Height 12 Rigs classified as assets held for sale 20 Retirement rigs candidates at scrap value 36 Total Rigs 431 Our rig fleet assets are utilized both within our High Specification Rigs segment as well as our processing solutions and ancillary services segment in support of our plug and abandonment service line. ______________________ (1) The high operating HP and taller mast heights of our high specification well service rigs allow such rigs to safely support the higher weights associated with the long tubing strings used in long-lateral well completion operations.
As of December 31, 2024, we had approximately 1,950 full-time employees and we hire independent contractors on an as-needed basis. We are not a party to collective bargaining agreements, nor do we have any unionized labor.
As of December 31, 2025, we had approximately 2,300 full-time employees and we hire independent contractors on an as-needed basis. We are not a party to collective bargaining agreements, nor do we have any unionized labor.
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, and processing solutions.
Provides other services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services include equipment rentals, plug and abandonment, logistics, coil tubing, mixing plants and chemicals, tubing and inspection, transportation, and processing solutions.
Caps or fees on carbon emissions, including in the U.S., have been and may continue to be established and the cost of such caps or fees could disproportionately affect the fossil-fuel sectors.
Caps or fees on carbon emissions, including in the United States, have been and may continue to be established, and the cost of such caps or fees could disproportionately affect the fossil fuel sector.
(2) Inclusive of unvested restricted share awards. Our Segments We conduct our operations through multiple business lines that are organized into three reporting segments: High Specification Rigs, Wireline Services and Processing Solutions and Ancillary Services.
Our Segments We conduct our operations through multiple business lines that are organized into three reporting segments: High Specification Rigs, Wireline Services and Processing Solutions and Ancillary Services.
Our services, when utilized in conjunction with one another, strategically enhance our operating footprint by creating operational efficiencies for our customers and allow us to capture a greater portion of their spending across the lifecycle of a well. The following provides additional detail on our reportable segments and the business lines within each segment.
Our services, when utilized in conjunction with one another, strategically enhance our operating footprint by creating operational efficiencies for our customers and allow us to capture a greater portion of their spending across the lifecycle of a well.
Additionally, some of the areas in which we have operations, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions, primarily during the winter months.
Our most notable declines generally occur in the fourth quarter of the calendar year. Additionally, some of the areas in which we have operations, including the Denver-Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions, primarily during the winter months.
Significant Customers During the year ended December 31, 2024, four customers, accounted for approximately 22%, 13%, 13% and 11%, respectively, of our consolidated revenue. During the year ended December 31, 2023, two customers accounted for approximately 10% each of our consolidated revenue.
Significant Customers During the year ended December 31, 2025, three customers accounted for approximately 30%, 18%, and 11%, respectively, of our consolidated revenue. During the year ended December 31, 2024, four customers accounted for approximately 22%, 13%, 13% and 11%, respectively, of our consolidated revenue.
Our business could be materially affected if these or other similar requirements increase the cost of doing business for us and our customers, or reduce the demand for the oil and natural gas our customers produce, and thus have an adverse effect on the demand for our services. 8 Climate Change The threat of climate change continues to attract considerable attention in the United States and in foreign countries.
Our business could be materially affected if these or other similar requirements increase the cost of doing business for us and our customers, or reduce the demand for the oil and natural gas our customers produce, and thus have an adverse effect on the demand for our services.
Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHG”) as well as to restrict or eliminate such future emissions.
Climate Change Climate change continues to attract considerable attention in the United States and in foreign countries. Numerous proposals have been made and may continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHG”) as well as to restrict or eliminate future emissions.
Processing Solutions and Ancillary Services Our processing solutions and ancillary services, which are described below, can be utilized exclusively or in conjunction with our High Specification Rigs and Wireline Services to establish and enhance the productive life of a well. 3 Specifically, in connection with the operations of our high specification well service rigs, we also maintain a supply of additional service and rental equipment, including accumulators, acid and frac tanks, motor vehicles, trailers, tractors, catwalks, cementing units, pipe racks, power swivels, ram block assemblies, fluid pumps and related items. • Well Service‑Related Equipment Rentals.
Specifically, in connection with the operations of our high specification well service rigs, we also maintain a supply of additional service and rental equipment, including accumulators, acid and frac tanks, motor vehicles, trailers, tractors, catwalks, cementing units, pipe racks, power swivels, ram block assemblies, fluid pumps and related items. • Well Service‑Related Equipment Rentals.
As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG. In the United States, no comprehensive climate change legislation has been implemented at the federal level.
As a result, our operations, as well as the operations of our oil and natural gas E&P customers, are subject to regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and the emission of GHG.
In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain areas.
However, any regulations that ban or effectively ban such operations may adversely impact demand for our products and services. In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements, well construction and temporary or permanent bans on hydraulic fracturing in certain areas.
Our largest competitors in the current market include RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE Energy Service, Inc..
Our largest competitors in the current market include RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Solaris Energy Infrastructure, Inc., Nine Energy Service, Inc., DMC Global, Inc., Core Laboratories, Inc., Drilling Tools International Corporation, Forum Energy Technologies, Inc., NPK International, Inc., Smart Sand, Inc., and Tetra Technologies, Inc.
Hydraulic fracturing stimulates production of oil and/or natural gas from dense subsurface rock formations by injecting water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. 9 Hydraulic fracturing typically is regulated by state oil and natural gas commissions.
Hydraulic Fracturing Many of our customers utilize hydraulic fracturing services in connection with their production of oil and natural gas. Hydraulic fracturing stimulates production of oil and/or natural gas from dense subsurface rock formations by injecting water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production.
We believe our active and marketable rig fleet is among the newest and most advanced in the industry. High specification rigs are generally considered to be rigs with higher operating horsepower (“HP”) (450 HP or greater) and/or taller mast heights (102 feet or higher) than traditional well servicing rigs (1) .
High specification rigs are generally considered to be rigs with higher operating horsepower (“HP”) (450 HP or greater) and/or taller mast heights (102 feet or higher) than traditional well servicing rigs (1) .
The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and comparable state laws impose strict, joint and several liability for environmental contamination and damages to natural resources without regard to fault or the legality of the original conduct on certain classes of persons.
Additionally, other wastes handled at E&P sites or generated in the course of providing well services may not fall within this exclusion. 6 The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and comparable state laws impose strict, joint and several liability for environmental contamination and damages to natural resources without regard to fault or the legality of the original conduct on certain classes of persons.
In addition, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources which concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances. The federal Bureau of Land Management (“BLM”) has pursued rules governing hydraulic fracturing activities on federal lands.
The EPA also finalized rules that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly-owned wastewater treatment plants. In addition, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources which concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances.
However, the EPA has asserted federal regulatory authority pursuant to the Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such activities. The EPA also finalized rules that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly-owned wastewater treatment plants.
Hydraulic fracturing typically is regulated by state oil and natural gas commissions. However, the EPA has asserted federal regulatory authority pursuant to the Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such activities.
These requirements have been subject to legal challenge and the outcome remains uncertain. We cannot predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal lands. However, any regulations that ban or effectively ban such operations may adversely impact demand for our products and services.
The federal Bureau of Land Management (“BLM”) has pursued rules governing hydraulic fracturing activities on federal lands. These requirements have been subject to legal challenge and the outcome remains uncertain. We cannot predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal lands.
Global supply and demand for oil and the domestic supply and demand for natural gas are critical in assessing industry outlook. E&P companies tend to increase capital expenditures in response to increases in oil and natural gas prices, which generally results in greater revenue and profits for oilfield service companies.
E&P companies tend to increase capital expenditures in response to increases in oil and natural gas prices, which generally results in greater revenue and profits for oilfield service companies. Increased capital expenditures also lead to greater production, which historically has resulted in increased inventories and reduced prices, consequently reducing demand for oilfield services.
Seasonality Our results of operations have historically reflected seasonal tendencies relating to holiday seasons, inclement weather and the conclusion of our customers’ annual drilling and completion of capital expenditure budgets. Our most notable declines generally occur in the fourth quarter of the calendar year.
The results of our operations, therefore, may fluctuate from period to period, and these fluctuations may distort comparisons of results across periods. Seasonality Our results of operations have historically reflected seasonal tendencies relating to holiday seasons, inclement weather and the conclusion of our customers’ annual drilling and completion of capital expenditure budgets.
Rigs We have a fleet of 406 well service rigs as of December 31, 2024 of which 180 rigs are active and marketable; 168 rigs are available for reactivation; 35 rigs are classified as assets held for sale; and 23 rigs are identified as retirement candidates recorded at scrap value that do not meet the criteria to be classified as asset held for sale.
Of the total fleet, 193 rigs are active and marketable; 182 rigs are available for reactivation; 20 rigs are classified as assets held for sale; and 36 rigs are identified as retirement candidates recorded at scrap value that do not meet the criteria to be classified as asset held for sale. 3 We believe our active and marketable rig fleet is among the newest and most advanced in the industry.
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. 1 The following diagram indicates our ownership structure as of February 28, 2025: _________________________ (1) CSL and Bayou Well Holdings Company, LLC (collectively the “Legacy Owners”) own the equity interests, with CSL holding a majority of such interests.
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.
Litigation risks are also increasing, as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
Litigation risks are also evolving, as various governmental entities and private parties have sought to bring suit against certain oil and natural gas companies in state or federal court alleging, among other things, that such companies contributed to climate change-related harms or failed to adequately disclose climate-related risks.
Additionally, projects are often awarded on a bid basis, which tends to create a highly competitive environment. We seek to differentiate ourselves from our competitors by striving to deliver the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment.
We seek to differentiate ourselves from our competitors by striving to deliver the highest-quality services and equipment possible, coupled with superior execution and operating efficiency in a safe working environment. 4 Cyclical Nature of Industry We operate in a cyclical industry and a factor driving demand for our services is the level of drilling activity by E&P companies.
In addition, we or our customers could be required to shut down or retrofit existing equipment, leading to additional capital or operating expenses and operational delays.
In addition, we or our customers could be required to shut down or retrofit existing equipment, leading to additional capital or operating expenses and operational delays. In recent years, the EPA has finalized regulations intended to reduce methane and other emissions from certain oil and natural gas facilities, including requirements related to emissions monitoring and control technologies.
Cyclical Nature of Industry We operate in a cyclical industry and a factor driving demand for our services is the level of drilling activity by E&P companies. In turn, the level of drilling depends largely on the current and anticipated economics of new well completions.
In turn, the level of drilling depends largely on the current and anticipated economics of new well completions. Global supply and demand for oil and the domestic supply and demand for natural gas are critical in assessing industry outlook.
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Increased capital expenditures also lead to greater production, which historically has resulted in increased inventories and reduced prices, consequently reducing demand for oilfield services. The results of our operations, therefore, may fluctuate from period to period, and these fluctuations may distort comparisons of results across periods.
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During 2025, the Company acquired American Well Intermediate Holdings, LLC (“AWS Intermediate”), which is the sole owner of 100% of American Well Services, LLC (“American Well Services,” and together with AWS Intermediate, “AWS”), which operates a fleet of high specification rigs and complementary supporting equipment primarily within the Permian Basin.
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Additionally, other wastes handled at E&P sites or generated in the course of providing well services may not fall within this exclusion.
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In January 2026, AWS Intermediate was renamed Ranger AWS Intermediate Holdings, LLC and American Well Services was renamed Ranger AWS, LLC. The operations of AWS have been integrated into the Company’s existing High Specification Rigs and Processing Solutions and Ancillary Services segments. The following provides additional detail on our reportable segments and the business lines within each segment.
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Many of these regulatory requirements, including New Source Performance Standards (“NSPS”) and Maximum Achievable Control Technology standards, are expected to be made more stringent over time as a result of stricter ambient air quality standards and other air quality protection goals adopted by the EPA.
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Processing Solutions and Ancillary Services Our processing solutions and ancillary services, which are described below, can be utilized exclusively or in conjunction with our High Specification Rigs and Wireline Services to establish and enhance the productive life of a well.
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Compliance with these or other new regulations could, among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines and significantly increase our capital expenditures and operating costs, which could adversely impact our business.
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Rigs We have a fleet of 431 well service rigs as of December 31, 2025, which includes 41 rigs acquired as part of the AWS acquisition in the fourth quarter of 2025.
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Moreover, compliance with air pollution control and permitting requirements has the potential to delay the development of oil and natural gas projects and increase costs for us and our customers.
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Additionally, projects are often awarded on a bid basis, which tends to create a highly competitive environment.
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However, there are a number of proposed federal initiatives for climate change legislation that may be passed into law. Moreover, following the U.S.
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While these requirements generally apply directly to oil and natural gas operators rather than oilfield service providers, compliance obligations imposed on our customers could increase their operating costs or affect drilling and completion activity, which could in turn reduce demand for our services.
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Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the U.S.
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Future revisions to the CAA or analogous state laws, including more stringent New Source Performance Standards or other emissions requirements, could require additional capital expenditures, operational changes or increased costs for us and our customers.
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International developments focused on restricting GHG emissions include the United Nations Framework Convention on Climate Change, which includes implementation of the Paris Agreement and the Kyoto Protocol by the signatories.
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At the federal level, the EPA has finalized regulations intended to reduce methane emissions from certain oil and natural gas facilities. In addition, pursuant to the Inflation Reduction Act of 2022, a methane emissions fee is being implemented for certain oil and natural gas facilities that exceed specified emissions thresholds.
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There are also increasing financial risks for companies in the fossil fuel sector as stockholders currently invested in fossil fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel related sectors.
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These requirements generally apply to oil and natural gas operators rather than to oilfield service providers; however, increased regulatory compliance costs, monitoring requirements or fees imposed on our customers could reduce drilling and completion activity or otherwise decrease demand for our services.
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Institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies.
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While we are not currently a party to such litigation, similar claims could be asserted in the future. There are also increasing financial risks for companies in the fossil fuel sector. Certain investors and financial institutions have adopted policies that seek to limit or condition investment in fossil fuel-related businesses or require enhanced environmental, social and governance disclosures.
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There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.
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These practices could increase our cost of capital or limit access to financing and could result in the restriction, delay or cancellation of drilling or development activities by our customers. In 2024, the Securities and Exchange Commission (the “SEC”) adopted final rules relating to climate-related disclosures; however, the rules are currently stayed pending judicial review.
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Additionally, the Securities and Exchange Commission (the “SEC”) proposed new rules relating to the disclosure of a range of climate-related risks. However, the SEC has stayed the final rule pending the resolution of consolidated legal challenges that are currently proceeding before the U.S. Court of Appeals for the Eight Circuit.
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The ultimate scope, timing and applicability of any final requirements, including the extent to which such requirements would apply to smaller reporting companies such as us, remain uncertain. If implemented and applicable to us, such rules could result in additional legal, accounting and compliance costs.
Removed
Enhanced climate disclosure requirements could result in additional legal and accounting costs and accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors.
Added
Political, litigation and financial developments related to 8 climate change could also impair our customers’ ability to operate economically, restrict or cancel production activities, or result in asset impairments, any of which could have a material adverse effect on our business, financial condition and results of operations.
Removed
Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for our services and products.
Removed
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Hydraulic Fracturing Many of our customers utilize hydraulic fracturing services in connection with their production of oil and natural gas.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+17 added−43 removed144 unchanged
Biggest changeIncreasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor and societal expectations regarding voluntary sustainability and ESG disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our customers’ products, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets.
Biggest changeFor more information, see our risk factor titled “Seasonal weather conditions, climate change, severe weather events and natural disasters could disrupt normal operations and harm our business.” Increased attention to sustainability, environmental, social, and governance matters and conservation measures may adversely impact our or our customers’ business. 20 Increasing attention to climate change, environmental conservation and other sustainability matters, as well as investor and societal expectations regarding voluntary sustainability disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our customers’ products, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets.
Consequently, in the future, if we no longer meet the Wells Fargo Revolving Credit Facility’s criteria to pay cash dividends on Class A Stock, the Company will be restricted in its ability to pay a dividend until compliance with the stated criteria is regained. In 2023, we initiated a quarterly dividend to holders of our Class A Common Stock.
Consequently, in the future, if we no longer meet the Wells Fargo Revolving Credit Facility’s criteria to pay cash dividends on Class A Common Stock, the Company will be restricted in its ability to pay a dividend until compliance with the stated criteria is regained. In 2023, we initiated a quarterly dividend to holders of our Class A Common Stock.
A cyber incident could negatively impact the Company in a number of ways, including but not limited to; (i) remediation costs, such as liability for stolen assets 22 or information and repairs of system damage; (ii) increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; (iii) lost revenue resulting from downtime, operational disruptions, the unauthorized use of proprietary information or the failure to retain or attract customers following an attack; (iv) litigation and legal risks, including regulatory actions by state and federal governmental authorities and non-U.S. authorities and related investigation costs; (v) increased insurance premiums; (vi) reputational damage that adversely affects customer or investor confidence; (vii) the loss, theft, corruption or unauthorized release of intellectual property, proprietary information, customer and vendor data or other critical data and (viii) damage to the company’s competitiveness, stock price, and long-term stockholder value.
A cyber incident could negatively impact the Company in a number of ways, including but not limited to; (i) remediation costs, such as liability for stolen assets or information and repairs of system damage; (ii) increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; (iii) lost revenue resulting from downtime, operational disruptions, the unauthorized use of proprietary information or the failure to retain or attract customers following an attack; (iv) litigation and legal risks, including regulatory actions by state and federal governmental authorities and non-U.S. authorities and related investigation costs; (v) increased insurance premiums; (vi) reputational damage that adversely affects customer or investor confidence; (vii) the loss, theft, corruption or unauthorized release of intellectual property, proprietary information, customer and vendor data or other critical data and (viii) damage to the company’s competitiveness, stock price, and long-term stockholder value.
Industry conditions are influenced by numerous factors over which we have no control, including: • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level and cost of global and domestic oil and natural gas exploration, production, transportation and delivery; • taxes and governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • political and economic conditions in oil and natural gas producing countries; 13 • actions by the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia and Saudi Arabia, with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with production cuts; • sanctions and other restrictions placed on oil producing countries, such as Iran and Venezuela; • global weather conditions and natural disasters; • worldwide political, military and economic conditions; • the discovery rates of new oil and natural gas reserves; • stockholder activism or activities by non‑governmental organizations to restrict the exploration, development and production of oil and natural gas; and • uncertainty in capital and commodities markets.
Industry conditions are influenced by numerous factors over which we have no control, including: • domestic and foreign economic conditions and supply of and demand for oil and natural gas; • the level of prices, and expectations about future prices, of oil and natural gas; • the level and cost of global and domestic oil and natural gas exploration, production, transportation and delivery; • taxes and governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; • political and economic conditions in oil and natural gas producing countries; • actions by the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia, Saudi Arabia and Venezuela, with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with production cuts; • sanctions and other restrictions placed on oil producing countries, such as Iran and Venezuela; • global weather conditions and natural disasters; • worldwide political, military and economic conditions; • the discovery rates of new oil and natural gas reserves; • stockholder activism or activities by non‑governmental organizations to restrict the exploration, development and production of oil and natural gas; and • uncertainty in capital and commodities markets.
These laws and regulations impose numerous obligations that may impact our operations, including the acquisition of permits to conduct regulated activities, the imposition of restrictions on the types, quantities and concentrations of various substances that can be released into the environment or injected in formations in connection with oil and natural gas drilling and production activities, the incurrence of capital expenditures to mitigate or prevent releases of materials from our equipment, facilities or from customer locations where we are providing services, the imposition of substantial liabilities for pollution resulting from our operations, and the application of specific health and safety standards or criteria addressing worker protection.
These laws and regulations impose obligations that may impact our operations, including the acquisition of permits to conduct regulated activities, the imposition of restrictions on the types, quantities and concentrations of various substances that can be released into the environment or injected in formations in connection with oil and natural gas drilling and production activities, the incurrence of capital expenditures to mitigate or prevent releases of materials from our equipment, facilities or from customer locations where we are providing services, the imposition of substantial liabilities for pollution resulting from our operations, and the application of specific health and safety standards or criteria addressing worker protection.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or reinterpretation of 19 enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects if we are unable to pass on such increased compliance costs to our customers.
The trend in environmental regulation has been to place more restrictions and limitations on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or reinterpretation of enforcement policies that result in more stringent and costly regulatory requirements could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects if we are unable to pass on such increased compliance costs to our customers.
For more information, see our risk factor titled “Our operations, and those of our customers, are subject to a series of risks arising from climate change.” Moreover, while we may create and publish voluntary disclosures regarding sustainability and ESG matters from time to time, certain statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
For more information, see our risk factor titled “Our operations, and those of our customers, are subject to a series of risks arising from climate change.” Moreover, while we may create and publish voluntary disclosures regarding sustainability matters from time to time, certain statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
This may be more likely as we continue to grow, if we experience high employee turnover or labor shortage, or hire inexperienced personnel to meet our staffing needs. 16 We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our financial condition, results of operations and prospects.
This may be more likely as we continue to grow, if we experience high employee turnover or labor shortage, or hire inexperienced personnel to meet our staffing needs. We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our financial condition, results of operations and prospects.
Such physical risks may also impact our suppliers, which may adversely affect our ability to provide our products and services. Extreme weather conditions can interfere with our operations and increase our costs, and damage resulting from extreme weather may not be fully insured. Our business could be harmed by geographical and terrorist threats, armed conflicts or civil unrest.
Such physical risks may also impact our suppliers, which may 13 adversely affect our ability to provide our products and services. Extreme weather conditions can interfere with our operations and increase our costs, and damage resulting from extreme weather may not be fully insured. Our business could be harmed by geographical and terrorist threats, armed conflicts or civil unrest.
Our customers generally agree to indemnify and defend us against claims relating to damage or loss of a well, reservoir, geological formation, underground strata, or water resources, or the loss of oil, gas, mineral, or water, but sometimes such indemnity and defense is subject to exceptions for claims for gross negligence or willful misconduct, or our assumption of capped liability.
Our customers generally agree to indemnify and defend us 16 against claims relating to damage or loss of a well, reservoir, geological formation, underground strata, or water resources, or the loss of oil, gas, mineral, or water, but sometimes such indemnity and defense is subject to exceptions for claims for gross negligence or willful misconduct, or our assumption of capped liability.
Unfavorable sustainability and ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.
Unfavorable sustainability ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.
Further, the borrowing base of our Wells Fargo Revolving Credit Facility is dependent upon our receivables and unbilled revenue less certain reserves, which may be significantly lower in the future due to reduced activity levels or decreases in pricing for our services.
Further, the borrowing base of our Wells Fargo Revolving Credit Facility is dependent upon our receivables and unbilled revenue less certain reserves, which may be significantly lower in the future due to reduced activity 22 levels or decreases in pricing for our services.
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports and applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, and our stock price may decline as a result.
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports and applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, 23 and our stock price may decline as a result.
Decreases to the stringency of regulation of existing natural gas pipelines at either the state or federal level 17 could reduce the demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
Decreases to the stringency of regulation of existing natural gas pipelines at either the state or federal level could reduce the demand for our services and could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to sustainability and ESG matters. Such ratings are used by some investors to inform their investment and voting decisions.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to sustainability matters. Such ratings are used by some investors to inform their investment and voting decisions.
Further, if a customer was to enter into bankruptcy, it could also result in the cancellation of all or a portion of our service contracts with such customer at significant expense or loss of expected revenue to us.
Further, if a customer was to enter into bankruptcy, it could also result in the cancellation of all or a portion of our service contracts with 15 such customer at significant expense or loss of expected revenue to us.
Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular or prohibit the performance of well drilling in general or hydraulic fracturing in particular.
Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or 19 hydraulic fracturing activities in particular or prohibit the performance of well drilling in general or hydraulic fracturing in particular.
As a result, a natural disaster, severe weather event, or 12 inclement weather conditions could severely disrupt the normal operation of our business and adversely impact our financial condition and results of operations.
As a result, a natural disaster, severe weather event, or inclement weather conditions could severely disrupt the normal operation of our business and adversely impact our financial condition and results of operations.
Further, we may choose to implement or acquire certain new technologies at a substantial cost to support environmental 14 initiatives, respond to competitive pressure, meet new regulatory requirements, or satisfy customer requirements.
Further, we may choose to implement or acquire certain new technologies at a substantial cost to support environmental initiatives, respond to competitive pressure, meet new regulatory requirements, or satisfy customer requirements.
Our operations, and those of our customers, are subject to a series of risks arising from climate change. The threat of climate change continues to attract considerable attention in the United States and in foreign countries.
Our operations, and those of our customers, are subject to a series of risks arising from climate change. Climate change continues to attract considerable attention in the United States and in foreign countries.
Fuel conservation measures could reduce demand for oil and natural gas which would in turn reduce the demand for our services. Fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas products could reduce demand for oil and natural gas.
Fuel conservation measures could reduce demand for oil and natural gas which would in turn reduce the demand for our services. 12 Fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas products could reduce demand for oil and natural gas.
Also, despite any voluntary actions, we may receive pressure from certain investors, lenders, or other groups to adopt more aggressive climate or other sustainability and ESG-related goals or policies, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.
Also, despite any voluntary actions, we may receive pressure from certain investors, lenders, or other groups to adopt more aggressive climate or other sustainability-related goals or policies, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.
For example, on February 24, 2022, Russia launched a large-scale invasion of Ukraine that has led to significant armed hostilities. As a result, the United States, the United Kingdom, the member states of the European Union and other public and private actors have levied severe sanctions on Russia.
For example, on February 24, 2022, Russia launched a large-scale invasion of Ukraine that has led to significant armed hostilities. As a result, the U.S., the United Kingdom, the member states of the European Union and other public and private actors have levied severe sanctions on Russia.
However, we cannot guarantee that we will be able to meet any such targets or that such targets or offerings will have the intended results on our ESG profile, including but not limited to as a result of unforeseen costs, consequences, or technical difficulties associated with such targets or offerings.
However, we cannot guarantee that we will be able to meet any such targets or that such targets or offerings will have the intended results on our sustainability profile, including but not limited to as a result of unforeseen costs, consequences, or technical difficulties associated with such targets or offerings.
Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing GHG emissions, as well as to restrict or eliminate future emissions.
Numerous proposals have been made and may continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHG as well as to restrict or eliminate future emissions.
Additionally, to the extent sustainability and ESG matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations.
Additionally, to the extent sustainability matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations.
Industry and Economic Conditions and Competition Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in such capital spending could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
Industry, Economic Conditions and Competitive Risks Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in such capital spending could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
The table below presents the percentage of revenue, for each respective segment, from our top five customers for the years ended December 31, 2024 and 2023.
The table below presents the percentage of revenue, for each respective segment, from our top five customers for the years ended December 31, 2025 and 2024.
Such anti‑indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects. Cybersecurity and Data Privacy We may be subject to interruptions or failures in our information technology systems.
Such anti‑indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects. Technology and Cybersecurity Risks 21 We may be subject to interruptions or failures in our information technology systems.
The occurrence or threat of geographical or terrorist threats in the United States or other countries, anti-terrorist efforts and other armed conflicts involving the United States or other countries, including continued hostilities in the Middle East, Russia, or domestic civil unrest, may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations.
The occurrence or threat of geographical or terrorist threats in the U.S. or other countries, anti-terrorist efforts and other armed conflicts involving the U.S. or other countries, including continued hostilities in the Middle East, Russia, or domestic civil unrest, may adversely affect the U.S. and global economies and could prevent us from meeting our financial and other obligations.
Our business is directly affected by our customers’ capital spending to explore for, develop and produce oil and natural gas in the United States. A significant decline in oil and natural gas prices may cause a reduction in the exploration, development and production activities of most of our customers and their spending on our services.
Our business is directly affected by our customers’ capital spending to explore for, develop and produce oil and natural gas in the U.S. A significant decline in oil and natural gas prices may cause a reduction in the exploration, development and production activities of most of our customers and their spending on our services.
Our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience as a result of such cyberattacks. Risks Related to Our Ownership and Capital Structure Financial Leverage and Liquidity We have debt obligations, and any additional future indebtedness, could adversely affect our financial condition.
Our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience as a result of such cyberattacks. Financial Leverage and Liquidity Risks We have debt obligations, and any additional future indebtedness, could adversely affect our financial condition.
Under certain circumstances, federal agencies may cancel proposed leases for federal lands and refuse to grant or delay required approvals. Therefore, our customers’ operations in certain areas of the United States may be interrupted or suspended for varying lengths of time, causing a loss of revenue to us and adversely affecting our results of operations in support of those customers.
Under certain circumstances, federal agencies may cancel proposed leases for federal lands and 17 refuse to grant or delay required approvals. Therefore, our customers’ operations in certain areas of the U.S. may be interrupted or suspended for varying lengths of time, causing a loss of revenue to us and adversely affecting our results of operations in support of those customers.
We provide services to customers who operate on federal and tribal lands, which are subject to additional regulations. We provide services to companies operating on federal and tribal lands. Various federal agencies within the U.S.
Regulatory and Environmental Risks We provide services to customers who operate on federal and tribal lands, which are subject to additional regulations. We provide services to companies operating on federal and tribal lands. Various federal agencies within the U.S.
Our operations are subject to numerous federal, regional, state and local laws and regulations relating to protection of natural resources and the environment, occupational health and safety, air emissions and water discharges, and the management, transportation and disposal of solid and hazardous wastes and other materials.
Our operations are subject to numerous federal, regional, state and local laws and regulations relating to environmental protection, occupational health and safety, air emissions and water discharges, and the management, transportation and disposal of solid and hazardous wastes and other materials.
We may incur significant capital expenditures for new equipment as we grow our operations and may be required to incur further capital expenditures as a result of environmental initiatives, new regulatory requirements, and advancements in oilfield services technologies.
Growth, Integration and Execution Risks We may incur significant capital expenditures for new equipment as we grow our operations and may be required to incur further capital expenditures as a result of environmental initiatives, new regulatory requirements, and advancements in oilfield services technologies.
Any one or more of these developments may result in our customers having to limit disposal well volumes, disposal rates or locations, or require our customers or third-party disposal well operators that are used to disposals of customers’ wastewater to shut down disposal wells, which developments could adversely affect our customers’ business and result in a corresponding decrease in the need for our services, which could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects. 18 Changes in transportation regulations may increase our costs and negatively impact our results of operations.
Any one or more of these developments may result in our customers having to limit disposal well volumes, disposal rates or locations, or require our customers or third-party disposal well operators that are used to disposals of customers’ wastewater to shut down disposal wells, which developments could adversely affect our customers’ business and result in a corresponding decrease in the need for our services, which could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
Equity and Common Stock We may identify material weaknesses or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
Risks Related to Our Ownership and Capital Structure Equity and Common Stock Risks We may identify material weaknesses or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
As of December 31, 2024 and 2023 our total debt was $0.0 million and $0.1 million , respectively. We may also incur additional indebtedness in the future. If we do so, the risks related to our level of debt could intensify.
As of December 31, 2025 and 2024 our total debt was $3.5 million and $0.0 million , respectively. We may also incur additional indebtedness in the future. If we do so, the risks related to our level of debt could intensify.
The implementation of these agreements and other existing or future regulatory mandates, may adversely affect the demand for our products and services, require us or our customers to reduce GHG emissions or impose taxes on us or our customers, all of which could have a material adverse effect on our operations and results.
The implementation of these initiatives or other existing or future regulatory mandates may adversely affect demand for our services, require us or our customers to reduce GHG emissions, or impose taxes or fees on us or our customers, any of which could have a material adverse effect on our operations and results.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas could increase compliance costs, reduce demand for oil and natural gas, and reduce demand for our services.
Governmental and Regulatory Matters Increases in the scope or pace of midstream infrastructure development, or decreased federal or state regulation of natural gas pipelines, could decrease demand for our services. Increases in the scope or pace of midstream infrastructure development could decrease demand for our services.
Increases in the scope or pace of midstream infrastructure development, or decreased federal or state regulation of natural gas pipelines, could decrease demand for our services. Increases in the scope or pace of midstream infrastructure development could decrease demand for our services.
A sustained labor shortage, lack of skilled labor force, increased turnover, or labor cost inflation, as a result of general macroeconomic and other factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently staff and operate our equipment, deploy additional assets to meet customer demand, and have other adverse effects on our results of operations and financial condition. 15 Customers and Employees Reliance upon a few large customers may adversely affect our revenue and operating results.
A sustained labor shortage, lack of skilled labor force, increased turnover, or labor cost inflation, as a result of general macroeconomic and other factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently staff and operate our equipment, deploy additional assets to meet customer demand, and have other adverse effects on our results of operations and financial condition.
Moreover, if one or more of the analysts who cover our company adversely changes his or her recommendation with respect to our Class A Common Stock or if our operating results do not meet their expectations, our stock price could decline.
Moreover, if one or more of the analysts who cover our company adversely changes his or her recommendation with respect to our Class A Common Stock or if our operating results do not meet their expectations, our stock price could decline. 24 Item 1B. Unresolved Staff Comments None. 25
Caps or fees on carbon emissions, including in the U.S., have been and may continue to be established and the cost of such caps or fees could disproportionately affect the fossil-fuel sectors.
Caps or fees on carbon emissions, including in the United States, have been and may continue to be established, and the cost of such caps or fees could disproportionately affect the fossil fuel sector.
The demand for our services is primarily determined by current and anticipated oil and natural gas prices and the related levels of capital spending and drilling activity in the areas in which we have operations.
Prices of oil and gas products are set on a commodity basis. The demand for our services is primarily determined by current and anticipated oil and natural gas prices and the related levels of capital spending and drilling activity in the areas in which we have operations.
It is likely that we will continue to derive a significant portion of our revenue from a relatively small number of customers in the future. During the year ended December 31, 2024, four customers accounted for approximately 22%, 13%, 13% and 11%, respectively, each of our consolidated revenues.
It is likely that we will continue to derive a significant portion of our revenue from a relatively small number of customers in the future. During the year ended December 31, 2025, three customers accounted for approximately 30%, 18%, and 11%, respectively, each of our consolidated revenue.
To the extent that we rely on any of the exemptions available to small reporting companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not small reporting companies.
In addition, to the extent that we rely on any of the exemptions available to small reporting companies, you will receive less information about our executive compensation than issuers that are not small reporting companies.
Risks Associated with Owning Our Common Stock For as long as we are a smaller reporting company, we will not be required to comply with certain reporting requirements that apply to other public companies.
For as long as we are a smaller reporting company, we will not be required to comply with certain reporting requirements that apply to other public companies.
We are subject to various transportation regulations including as a motor carrier by the DOT and by various federal, state and tribal agencies, whose regulations include certain permit requirements of highway and safety authorities.
Changes in transportation regulations may increase our costs and negatively impact our results of operations. We are subject to various transportation regulations including as a motor carrier by the DOT and by various federal, state and tribal agencies, whose regulations include certain permit requirements of highway and safety authorities.
We cannot predict whether, or in what form, any legislative or regulatory changes or municipal ordinances applicable to our logistics operations will be enacted and to what extent any such legislation or regulations could increase our costs or otherwise adversely affect our business or operations.
We cannot predict whether, or in what form, any legislative or regulatory changes or municipal ordinances applicable to our logistics operations will be enacted and to what extent any such legislation or regulations could increase our costs or otherwise adversely affect our business or operations. 18 We are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.
As a result, our operations as well as the operations of our oil and natural gas E&P customers are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHG. In the United States, no comprehensive climate change legislation has been implemented at the federal level.
As a result, our operations, as well as the operations of our oil and natural gas E&P customers, are subject to regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and the emission of GHG. At the federal level, the U.S.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability and ESG matters.
Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability matters. Additionally, we may announce various targets or product and service offerings in an attempt to improve our sustainability profile.
A lack of capital could result in a decrease in our operations, subject us to claims of breach under customer and supplier contracts and may force us to sell some of our assets or issue additional equity on an untimely or unfavorable basis, each of which could adversely affect our business, financial condition, results of operations and cash flows. 23 Our Wells Fargo Revolving Credit Facility contains certain financial and other restrictive covenants, including a minimum fixed charge coverage ratio during certain testing periods.
A lack of capital could result in a decrease in our operations, subject us to claims of breach under customer and supplier contracts and may force us to sell some of our assets or issue additional equity on an untimely or unfavorable basis, each of which could adversely affect our business, financial condition, results of operations and cash flows.
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 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 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.
If a major customer fails to pay us, our revenue would be impacted and our operating results and financial condition could be materially harmed.
Customer Concentrations and Commercial Risks Reliance upon a few large customers may adversely affect our revenue and operating results. If a major customer fails to pay us, our revenue would be impacted and our operating results and financial condition could be materially harmed.
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation. Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our customers’and suppliers’ operations.
Moreover, climate change may result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our customers’ and suppliers’ operations.
The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit and retain experienced managers, engineers and other professionals in the oilfield services industry, could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects and our ability to successfully or timely execute our business plan.
The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit and retain experienced managers, engineers and other professionals in the oilfield services industry, could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects and our ability to successfully or timely execute our business plan. 14 The growth of our business through potential future acquisitions or mergers may expose us to various risks, including those relating to difficulties in integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.
If our customers are forced to shut in production, it would result in decreased demand for our services and lower utilization of our assets. Unsatisfactory safety performance may negatively affect our current and future customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenue.
Unsatisfactory safety performance may negatively affect our current and future customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenue.
During any period where dividends are restricted, your only opportunity to achieve a return on your investment is if the price of our Class A Common Stock appreciates.
During any period where dividends are restricted, your only opportunity to achieve a return on your investment is if the price of our Class A Common Stock appreciates. Continued increases in interest rates could adversely impact the price of our shares, our ability to issue equity or incur debt for acquisitions or other purposes.
We cannot ensure that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. Our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on our Class A Stock.
We cannot ensure that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays as well as adversely affect demand for our support services. Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or oil from dense subsurface rock formations.
Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays as well as adversely affect demand for our support services. Although we do not perform hydraulic fracturing, many of our customers rely on this practice.
The inability to effectively manage the integration of acquisitions, including in connection with our corporate reorganization, could reduce our focus on current operations, which, in turn, could negatively impact our earnings and growth.
The inability to effectively manage the integration of acquisitions could reduce our focus on current operations, which, in turn, could negatively impact our earnings and growth. Our financial position and results of operations may fluctuate significantly from period to period, based on whether or not significant acquisitions are completed in particular periods.
Litigation risks are also increasing, as a number of parties have sought to bring suit against certain oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
Litigation risks are also evolving, as various governmental entities and private parties have sought to bring suit against certain oil and natural gas companies in state or federal court alleging, among other things, that such companies contributed to climate change-related harms or failed to adequately disclose climate-related risks.
Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions.
Various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives focused on GHG cap-and-trade programs, carbon taxes, reporting and tracking programs, emissions reduction targets and related disclosure requirements. International developments focused on restricting GHG emissions include efforts under the United Nations Framework Convention on Climate Change, including implementation of the Paris Agreement.
Seasonal weather conditions, climate change, severe weather events and natural disasters could severely disrupt normal operations and harm our business. Our operations are located in different regions of the United States. Some of these areas, including the Denver‑Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions.
Some of these areas, including the Denver‑Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions.
Any inability to compete effectively could have a material adverse impact on our financial condition and results of operations. Increasing competition for workers, as well as labor shortages, could adversely affect our business.
Any inability to compete effectively could have a material adverse impact on our financial condition and results of operations. Our customers may be forced to curtail or shut in production due to insufficient transportation and storage capacity.
Inflationary factors, such as increases in labor costs, material costs, and overhead costs, may also adversely affect our financial position and operating results. The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations. Prices of oil and gas products are set on a commodity basis.
Reduced customer spending could curtail drilling programs and reduce demand for our services. Any of these conditions could adversely affect our financial position and operating results. The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations.
We may sell additional shares of Class A Common Stock or preferred stock that is convertible into Class A Common Stock in subsequent public offerings. As of February 28, 2025, we had 22,252,946 shares of Class A Common Stock outstanding, which may be resold immediately in the public market.
We may issue additional Class A Common Stock in the future and from time to time. We may sell additional shares of Class A Common Stock or preferred stock that is convertible into Class A Common Stock in one or more transactions at prices and in a manner as we may determine from time to time.
Removed
Our business could be adversely affected by general economic conditions or a weakening of the broader energy industry, and inflation or recession may adversely affect our financial position and operating results.
Added
A substantial portion of our operations is concentrated in the Permian Basin, which exposes us to regional risks. A significant portion of our High Specification Rig operations and related services is concentrated in the Permian Basin. As a result, our operating results are particularly sensitive to conditions affecting this geographic region.
Removed
A prolonged economic slowdown or recession, adverse events relating to the energy industry, or regional, national, or global economic conditions and factors, particularly a slowdown in the E&P industry, could negatively impact our operations and therefore adversely affect our results.
Added
Regional factors that may disproportionately impact us include: • changes in drilling and completion activity specific to the Permian Basin; • regional oil and natural gas pricing differentials; • constraints in takeaway capacity or midstream infrastructure; • water sourcing or disposal limitations; • state regulatory developments in Texas or New Mexico; • regional labor shortages or wage inflation; and • severe weather events affecting the region. 11 Any sustained downturn in activity levels, infrastructure constraints, adverse regulatory developments or other conditions specific to the Permian Basin could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
Removed
The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased spending by our customers and decreased demand and prices for oil and natural gas.
Added
If our customers are forced to shut in production, it would result in decreased demand for our services and lower utilization of our assets. Seasonal weather conditions, climate change, severe weather events and natural disasters could disrupt our operations. Our operations are located in different regions of the U.S.
Removed
Year Ended December 31, 2024 2023 High Specification Rigs 48 % 31 % Wireline Services 9 % 5 % Processing Solutions and Ancillary Services 8 % 7 % Consolidated 65 % 43 % Our customers may be forced to curtail or shut in production due to a lack of storage capacity.
Added
Year Ended December 31, 2025 2024 High Specification Rigs 49 % 48 % Wireline Services 6 % 9 % Processing Solutions and Ancillary Services 18 % 8 % Consolidated 73 % 65 % Workforce, Safety, and Operational Hazards Increasing competition for workers, as well as labor shortages, could adversely affect our business.
Removed
We are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.
Added
EPA has finalized regulations intended to reduce methane emissions from certain oil and natural gas facilities. In addition, pursuant to the Inflation Reduction Act of 2022, a methane emissions fee is being implemented for certain oil and natural gas facilities that exceed specified emissions thresholds.
Removed
The hydraulic fracturing process involves the injection of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. While we do not perform hydraulic fracturing, many of our customers do.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeNotwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While the Company maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks. 29
Biggest changeNotwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While the Company maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks. 26

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, we owned or leased maintenance facilities, yards and field offices around the U.S. and our material properties included the following: Facility Location and Description Size of Location* Leased / Owned Lease Expiration High Specification Rigs (square feet) (acres) Milliken, Colorado 131,390 23.0 Leased 2036 Williston, North Dakota 11,100 5.0 Leased 2029 Pleasanton, Texas 23,325 15.9 Leased 2027 Wharton, Texas 1,600 13.6 Leased 2028 Artesia, New Mexico 5,368 1.7 Leased ** Hobbs, New Mexico 25,950 4.5 Owned *** Belfield, North Dakota 34,280 34.5 Owned *** Denver City, Texas 23,000 60.4 Owned *** Midland, Texas 14,000 16.7 Owned *** Midland, Texas 47,000 25.9 Owned *** Odessa, Texas 17,500 1.3 Owned *** Andrews, Texas 15,341 39.3 Owned *** Wireline Services Midland, Texas 36,320 12.0 Leased 2027 Williston, North Dakota 71,239 13.8 Leased 2027 Casper, Wyoming 12,950 3.2 Leased ** Processing Solutions and Ancillary Services Milliken, Colorado 131,390 23.3 Leased 2036 Ft.
Biggest changeAs of December 31, 2025, we owned or leased maintenance facilities, yards and field offices around the U.S. and our material properties included the following: Facility Location and Description Size of Location* Leased / Owned Lease Expiration High Specification Rigs (square feet) (acres) Milliken, Colorado 131,390 23.0 Leased 2036 Midland, Texas 31,250 39.0 Leased 2033 Williston, North Dakota 11,100 5.0 Leased 2029 Pleasanton, Texas 23,325 15.9 Leased 2027 Wharton, Texas 1,600 13.6 Leased 2028 Artesia, New Mexico 5,368 1.7 Leased ** Hobbs, New Mexico 25,950 4.5 Owned *** Belfield, North Dakota 34,280 34.5 Owned *** Denver City, Texas 23,000 60.4 Owned *** Midland, Texas 14,000 16.7 Owned *** Midland, Texas 47,000 25.9 Owned *** Odessa, Texas 17,500 1.3 Owned *** Andrews, Texas 15,341 39.3 Owned *** San Angelo, Texas 19,750 18.8 Owned *** Wireline Services Midland, Texas 36,320 12.0 Leased 2027 Williston, North Dakota 71,239 13.8 Leased 2027 Casper, Wyoming 12,950 3.2 Leased ** Processing Solutions and Ancillary Services Milliken, Colorado 131,390 23.3 Leased 2036 Ft.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−1 removed5 unchanged
Biggest changeWhile the outcome of these lawsuits, investigations and claims cannot be predicted with certainty, we do not expect these matters to have a material adverse impact on our business, results of operations, cash flows or financial condition. Information regarding legal proceedings is presented in “Part II, Item 8. Financial Statements and Supplementary Data—Note 14 — Commitments and Contingencies.” Item 4.
Biggest changeWhile the outcome of these lawsuits, investigations and claims cannot be predicted with certainty, we do not expect these matters to have a material adverse impact on our business, results of operations, cash flows or financial condition. Information regarding legal proceedings is presented in “Part II, Item 8.
Removed
Mine Safety Disclosure Not applicable. 30 PART II
Added
Financial Statements and Supplementary Data—Note 15 — Commitments and Contingencies.” 27 Item 4. Mine Safety Disclosure Not applicable. 28 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+3 added−2 removed2 unchanged
Biggest changeThis is based on the closing price of $15.48 of Ranger Energy Services, Inc.’s Class A Common Stock on the New York Stock Exchange as of December 31, 2024. 31 Stock Performance Graph The graph below presents a comparison of the cumulative total return on our Class A Common Stock, assuming $100 was invested on December 31, 2019 in each of the Company’s Class A Common Stock. the NYSE Composite Index and a self-determined peer group, which includes RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Mammoth Energy Services, Inc., Solaris Oilfield Infrastructure, Inc., and NINE Energy Service, Inc..
Biggest changeThe program does not specify a maximum number of shares and may be accelerated, suspended or discontinued at any time without notice. 29 Stock Performance Graph The graph below presents a comparison of the cumulative total return on our Class A Common Stock, assuming $100 was invested on December 31, 2020, and that all dividends were reinvested at the closing prices of the dividend payment dates, in each of the Company’s Class A Common Stock, the NYSE Composite Index and a self-determined peer group, which includes RPC, Inc., ProPetro Holding Corp., Select Water Solutions, Inc., Oil States International, Inc., KLX Energy Services Holdings, Inc., Innovex International, Inc., Solaris Energy Infrastructure, Inc., Nine Energy Service, Inc., DMC Global, Inc., Core Laboratories, Inc., Drilling Tools International Corporation, Forum Energy Technologies, Inc., NPK International, Inc., Smart Sand, Inc., and Tetra Technologies, Inc.
We have a significant number of beneficial stockholders or stockholders whose shares are held in “street name,” where such shares are held by a broker or other nominee, and therefore the actual number of stockholder is considerably greater than the number of stockholders of record.
We have a significant number of beneficial stockholders or stockholders whose shares are held in “street name,” where such shares are held by a broker or other nominee, and therefore the actual number of stockholders is considerably greater than the number of stockholders of record.
Item 5. Market for Registrant's Common Equity, Related Stockholders' Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock is listed on the NYSE under the symbol “RNGR.” As of February 28, 2025, there were approximately 78 stockholders of record of our Class A Common Stock.
Item 5. Market for Registrant's Common Equity, Related Stockholders' Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock is listed on the NYSE under the symbol “RNGR.” As of February 28, 2026, there were approximately 92 stockholders of record of our Class A Common Stock.
For the year ended December 31, 2024, the Company paid quarterly cash dividends totaling $0.20 per share of Class A Common Stock, compared to $0.10 per share paid for the year ended December 31, 2023. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
For the year ended December 31, 2025, the Company paid quarterly cash dividends totaling $0.24 per share of Class A Common Stock, compared to $0.20 per share paid for the year ended December 31, 2024. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
The graph and information is included for historical and comparative purposes only and should not be considered indicative of future stock performance. Item 6. Selected Financial Data Reserved.
The graph and information are included for historical and comparative purposes only and should not be considered indicative of future stock performance. Item 6. [Reserved]
The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended December 31, 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information with respect to Class A Common Stock purchases made by the Company during the three months ended December 31, 2025.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 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.
(3) On March 7, 2023, our Board of Directors approved 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.
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 Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (2) October 1, 2024 - October 31, 2024 474 $ 12.28 — 3,887,273 November 1, 2024 - November 30, 2024 — — — 3,057,988 December 1, 2024 - December 31, 2024 — — — 3,259,484 Total 474 $ 12.28 — 3,259,484 _________________________ (1) Total number of shares repurchased in the fourth quarter of 2024 consists of 474 shares of Class A Common Stock, at an average price paid per share of $12.28, withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan.
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) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) October 1, 2025 - October 31, 2025 979 $ 14.10 — 38,919,880 November 1, 2025 - November 30, 2025 — — — 38,919,880 December 1, 2025 - December 31, 2025 48,800 13.82 48,800 38,245,397 Total 49,779 $ 13.82 48,800 38,245,397 _________________________ (1) Total number of shares repurchased in the fourth quarter of 2025 consists of 979 shares of Class A Common Stock, at an average price paid per share of $14.10, withheld by the Company in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under the Ranger Energy Services, Inc. 2017 Long-Term Incentive Plan and 48,800 shares of Class A Common Stock, at an average price paid per share of $13.82, repurchased pursuant to the repurchase program authorized by the Board of Directors..
On March 4, 2024, the Company announced that its Board of Directors approved an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value, allowing the Company to utilize the expanded $50.0 million of approved capacity through March 4, 2027.
On March 4, 2024, the Company announced that its Board of Directors approved an additional share repurchase program authorization 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 SEC.
Removed
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.
Added
(2) For the three months ended December 31, 2025, 48,800 shares of Class A Common Stock were repurchased for a total of $0.7 million, net of tax.
Removed
(2) As of December 31, 2024, the maximum number of shares that may yet be purchased under the plan is 3,259,484 shares of Class A Common Stock.
Added
As of December 31, 2025, an aggregate of 4,320,200 shares of Class A Common Stock were purchased for a total of $47.1 million, net of tax since the inception of the repurchase plan announced on March 7, 2023.
Added
Approval of the program by the Board of Directors of the Company is specific for 36 months allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

79 edited+28 added−24 removed40 unchanged
Biggest changeHigh Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2024 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 37 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2023 Net income (loss) $ 44.0 $ 7.1 $ 15.5 $ (42.8) $ 23.8 Interest expense, net — — — 3.5 3.5 Tax expense — — — 7.2 7.2 Depreciation and amortization 20.1 11.3 6.9 1.6 39.9 EBITDA 64.1 18.4 22.4 (30.5) 74.4 Equity based compensation — — — 4.8 4.8 Loss on retirement of debt — — — 2.4 2.4 Gain on disposal of property and equipment — — — (1.8) (1.8) Severance and reorganization costs — 1.7 — 0.4 2.1 Acquisition related costs — — — 2.1 2.1 Impairment of fixed assets — — — 0.4 0.4 Adjusted EBITDA $ 64.1 $ 20.1 $ 22.4 $ (22.2) $ 84.4 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Variance ($) Net income (loss) $ 2.8 $ (15.6) $ 2.3 $ 5.1 $ (5.4) Interest expense, net — — — (0.9) (0.9) Tax expense — — — 0.4 0.4 Depreciation and amortization 2.1 0.1 1.7 0.3 4.2 EBITDA 4.9 (15.5) 4.0 4.9 (1.7) Equity based compensation — — — 1.0 1.0 Loss on retirement of debt — — — (2.4) (2.4) Gain on disposal of property and equipment — — — (0.4) (0.4) Severance and reorganization costs 0.9 (1.1) 0.2 (0.3) (0.3) Acquisition related costs 0.4 — — (2.0) (1.6) Legal fees and settlements 0.2 — — 0.1 0.3 Impairment of fixed assets — — — (0.4) (0.4) Adjusted EBITDA $ 6.4 $ (16.6) $ 4.2 $ 0.5 $ (5.5) Adjusted EBITDA for the year ended December 31, 2024 decreased $5.5 million to $78.9 million from $84.4 million for the year ended December 31, 2023.
Biggest changeHigh Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2025 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 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Year Ended December 31, 2024 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 sale of assets — — — (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 36 High Specification Rigs Wireline Services Processing Solutions and Ancillary Services Other Total Variance ($) Net income (loss) $ (0.8) $ (5.4) $ (3.7) $ 3.8 $ (6.1) Interest expense, net — — — (1.4) (1.4) Tax expense — — — (2.1) (2.1) Depreciation and amortization 1.9 (1.0) 1.0 0.3 2.2 EBITDA 1.1 (6.4) (2.7) 0.6 (7.4) Impairment of fixed assets — — — 0.4 0.4 Equity based compensation — — — 0.7 0.7 Gain on sale of assets — — — 0.8 0.8 Severance and reorganization costs (0.9) 0.4 (0.1) — (0.6) Acquisition related costs (0.2) 0.6 0.1 1.3 1.8 Legal fees and settlements (0.2) — — 0.7 0.5 Employee retention credit — — — (3.5) (3.5) Inventory adjustment — 1.6 — — 1.6 Adjusted EBITDA $ (0.2) $ (3.8) $ (2.7) $ 1.0 $ (5.7) Adjusted EBITDA for the year ended December 31, 2025 decreased $5.7 million to $73.2 million from $78.9 million for the year ended December 31, 2024.
We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.
We exclude 35 the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.
Financial Metrics How We Generate Revenue Rig hours and stage counts, as it relates to our High Specification Rigs and Wireline Services segments, respectively, are important indicators of our activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked.
Financial Metrics How We Generate Revenue Rig hours and stage counts, as it relates to our High Specification Rigs and parts of our Wireline Services segments, respectively, are important indicators of our activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked.
Management determines discount rates based on the risk inherent in the acquired assets, specific risks, industry beta and capital structure of guideline companies. The valuation of an acquired business is based on available information at the acquisition date and assumptions that are believed to be reasonable.
Management determines discount rates based on the risk inherent in the acquired assets, specific risks, industry beta and capital structure of guideline companies. The valuation of an acquired business is based on available information at the acquisition date and assumptions that are believed to be reasonable at that time.
Further, there is generally a correlation between our revenue generated and personnel and repairs and maintenance costs, which are dependent upon the operational activity. Personnel costs associated with our operational employees represent the most significant cost of our business.
Further, there is generally a correlation between our revenue generated and personnel and repairs and maintenance costs, which are dependent upon the operational activity. 32 Personnel costs associated with our operational employees represent the most significant cost of our business.
Internal Controls and Procedures 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).
Internal Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the guidelines established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The following table presents reconciliations of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. The Year Ended December 31, 2024 compared to The Year Ended December 31, 2023 The following is an analysis of our Adjusted EBITDA. See “Part II, Item 8.
The following table presents reconciliations of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. The Year Ended December 31, 2025 compared to The Year Ended December 31, 2024 The following is an analysis of our Adjusted EBITDA. See “Part II, Item 8.
See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net 34 income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S.
The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases.
The Wells Fargo Revolving Credit Facility is 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.
Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. For further information, please see “Part II, Item 9A.
Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. For further information, please see “Part II, Item 9A.
Smaller reporting company means an issuer that is not an investment company, an asset-back issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that (i) has a market value of common stock held by non-affiliates of less than $250 million; or (i) has annual revenue of less than $100 million and either no common stock held by non-affiliates or a market value of common stock held by non-affiliates of less than $700 million.
Smaller reporting company means an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that (i) has a market value of common stock held by non-affiliates of less than $250 million; or (ii) has annual revenue of less than $100 million and either no common stock held by non-affiliates or a market value of common stock held by non-affiliates of less than $700 million.
A comprehensive discussion of each of our reporting segments is included below in the section titled “How We Evaluate Our Operations.” We operate in most of the active oil and natural gas basins in the United States, including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend Anadarko Basin Canadian and Kingfisher Counties plays.
A comprehensive discussion of each of our reporting segments is included below in the section titled “How We Evaluate Our Operations.” We operate 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 Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend Anadarko Basin Canadian and Kingfisher Counties plays.
Results of Operations The Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous information, as well as key operating metrics (in millions).
GAAP”). 33 Results of Operations The Year Ended December 31, 2025 compared to the Year Ended December 31, 2024 The following is an analysis of our operating results. See “—How We Evaluate Our Operations” for definitions of rig hours, stage counts and other analogous information, as well as key operating metrics (in millions).
With supply and demand remaining imbalanced, downward pressure on prices is forecasted by both the International Energy Agency and the U.S. Energy Information Administration, with oil prices expected to average approximately $74 per barrel during 2025 as compared to $81 per barrel in 2024.
With supply and demand remaining imbalanced, downward pressure on prices is forecasted by both the International Energy Agency and the U.S. Energy Information Administration, with oil prices expected to average approximately $56 per barrel during 2026 as compared to $69 per barrel in 2025 and $81 per barrel in 2024.
Financial Statements and Supplementary Data—Note 16—Segment Reporting” and “—Results of Operations” for further details (in millions).
Financial Statements and Supplementary Data— Note 17 — Segment Reporting” and “—Results of Operations” for further details (in millions).
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 7.2% for the year ended December 31, 2024.
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.
Please read “Cautionary Statement Regarding Forward‑Looking Statements” and the risk factors described under “Part I, Item 1A.-Risk Factors” for more details. 2024 Business Update 32 Business Outlook We are a provider of onshore high specification well service rigs and complementary services in the United States. We provide an extensive range of well site services to leading U.S.
Please read “Cautionary Statement Regarding Forward‑Looking Statements” and the risk factors described under “Part I, Item 1A.-Risk Factors” for more details. 30 2025 Business Update Business Outlook We are a provider of onshore high specification well service rigs and complementary services in the U.S. We provide an extensive range of well site services to leading U.S.
Other Adjusted EBITDA improved $0.5 million for the year ended December 31, 2024 to a loss of $21.7 million from a loss of $22.2 million. 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.
Other Adjusted EBITDA improved $1.0 million for the year ended December 31, 2025 to a loss of $20.7 million from a loss of $21.7 million. 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.
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.
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. During the year ended December 31, 2024, the Company paid down the Installment Agreements by $0.1 million.
For the year ended December 31, 2024, cash used in financing activities was primarily allocated to the repurchase of Class A Common Stock totaling $15.5 million, compared to $19.3 million in the prior year (see Part II, Item 8. Financial Statements and Supplementary Data — Note 10 — Equity).
For the year ended December 31, 2025, cash used in financing activities was primarily allocated to the repurchase of Class A Common Stock totaling $12.2 million, compared to $15.5 million in the prior year (see Part II, Item 8. Financial Statements and Supplementary Data — Note 11 — Equity).
The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $90.9 million illustrated by a 63% decrease in completed stage count to 9,400 from 25,600 in the prior year. This decrease in completion services and stage count corresponds with lower operational activity as the Company adjusted its service mix in response to market conditions.
The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $17.3 million illustrated by a 23% decrease in completed stage count to 7,200 from 9,400 in the prior year. This decrease in completion services and stage count corresponds with lower operational activity as the Company adjusted its service mix in response to market conditions.
The largest of its recent acquisitions took place during the fall of 2021 when Ranger Energy Acquisition, LLC, entered into an Asset Purchase Agreement for certain assets of Basic and certain of its subsidiaries. As consideration for the assets acquired, the Company paid $36.7 million in cash, where such cash was generated through the issuance of Series A Preferred Stock.
During 2021, Ranger Energy Acquisition, LLC entered into an Asset Purchase Agreement for certain assets of Basic Energy Services, Inc. and certain of its subsidiaries. As consideration for the assets acquired, the Company paid $36.7 million in cash, where such cash was generated through the issuance of Series A Preferred Stock.
Critical Accounting Estimates and Policies Our financial statements are prepared in accordance with U.S. GAAP. In connection with preparing our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures.
In connection with preparing our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures.
We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition‑related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non‑cash and certain other items that we do not view as indicative of our ongoing performance.
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.
We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.
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.
Wireline Services Adjusted EBITDA decreased $16.6 million to $3.5 million from $20.1 million primarily due to significant decreases in operating activity within the completions service line and higher costs relative to revenues in production and pump down service lines. Processing Solutions and Ancillary Services.
Wireline Services Adjusted EBITDA decreased $3.8 million to a loss of $0.3 million from earnings of $3.5 million primarily due to significant decreases in operating activity within the completions service line and higher costs relative to revenues in production and pump down service lines. Processing Solutions and Ancillary Services.
As a percentage of Wireline Services revenue, cost of services increased from 91% for the year ended December 31, 2023 to 97% for the year ended December 31, 2024 primarily due to declining operating leverage due to lower activity levels.
As a percentage of Wireline Services revenue, cost of services increased from 97% for the year ended December 31, 2024 to 105% for the year ended December 31, 2025 primarily due to declining operating leverage due to lower activity levels. Processing Solutions and Ancillary Services.
On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of December 31, 2024.
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.
While we believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets. Adjusted EBITDA We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. The CODM primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions.
We believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets. Adjusted EBITDA We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance.
The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as Long-term debt, current portion on the Consolidated Balance Sheet. Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $75.0 million, which is based on a borrowing base certificate in effect as of December 31, 2024.
The 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 is $64.4 million, which is based on a borrowing base certificate in effect as of December 31, 2025.
On March 4, 2024, the Company announced that its Board of Directors approved for additional share repurchases of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. In 2023, the Board of Directors approved the initiation a quarterly dividend of $0.05 per share.
On March 4, 2024, the Company announced that the Board of Directors approved for an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value.
The change in cash flows from operating activities is primarily attributable to the change in working capital which decreased to $7.6 million for the year ended December 31, 2024 from $12.9 million for the year ended December 31, 2023 which was largely due to a decrease in contract assets and accounts payable balances, offset by collections of accounts receivable.
The change in cash flows from operating activities is primarily attributable to the change in working capital, which decreased by $12.4 million, from a $7.6 million source of cash for the year ended December 31, 2024 to a $4.8 million use of cash for the year ended December 31, 2025, largely due to a decrease in accounts payable and accrued expenses balances, offset by a decrease in prepaid expenses.
Wireline pump down experienced decreases year over year in revenue of $2.4 million that were driven by pricing reductions as a consequence of increased competition from frac providers.
Wireline production and pump down experienced decreases year over year in revenue of $13.2 million and $10.8 million, respectively, that were driven by pricing reductions as a consequence of increased competition from frac providers. Processing Solutions and Ancillary Services.
Assets Acquired and Liabilities Assumed in Business Combinations Policy description The Company accounts for its business combinations under the provisions of Accounting Standards Codification Topic 805-10, Business Combinations ("ASC 805-10"), which requires that the purchase method of accounting be used for all business combinations.
To the extent the expenditures extends the expected useful life, these expenditures are capitalized and depreciated over the extended useful life. 40 Assets Acquired and Liabilities Assumed in Business Combinations Policy description The Company accounts for its business combinations under the provisions of Accounting Standards Codification Topic 805-10, Business Combinations ("ASC 805-10"), which requires that the purchase method of accounting be used for all business combinations.
The range of estimated useful lives is based on overall size and specifications of the fleet, expected utilization along with continuous repairs and maintenance that may or may not extend the estimated useful 41 lives. To the extent the expenditures extends the expected useful life, these expenditures are capitalized and depreciated over the extended useful life.
The range of estimated useful lives is based on overall size and specifications of the fleet, expected utilization along with continuous repairs and maintenance that may or may not extend the estimated useful lives.
Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, net of no borrowings and $3.8 million in Letters of Credit open under the facility. This compares to the Company’s available borrowings under the Wells Fargo Revolving Credit Facility of $72.6 million as of December 31, 2023.
Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $64.4 million, net of $3.5 million in borrowings and $3.5 million in Letters of Credit open under the facility. This compares to the Company’s available borrowings under the Wells Fargo Revolving Credit Facility of $71.2 million as of December 31, 2024.
Judgments and assumptions We estimate the fair value of our performance stock units 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.
Judgments and assumptions We estimate the fair value of our performance stock units using an option pricing model that includes certain assumptions, such as volatility, dividend yield and the risk-free interest rate.
Revenue decreased $65.5 million, or 10%, to $571.1 million for the year ended December 31, 2024 from $636.6 million for the year ended December 31, 2023. The change in revenue by segment was as follows: High Specification Rigs.
Revenue decreased $24.2 million, or 4%, to $546.9 million for the year ended December 31, 2025 from $571.1 million for the year ended December 31, 2024. The change in revenue by segment was as follows: High Specification Rigs.
For further details, see “— Debt Agreements.” Cash Flows The following table presents our cash flows for the periods indicated: Year Ended December 31, Variance 2024 2023 $ % (in millions) Net cash provided by operating activities $ 84.5 $ 90.8 $ (6.3) (7) % Net cash used in investing activities (31.1) (29.7) (1.4) (5) % Net cash used in financing activities (28.2) (49.1) 20.9 43 % Net change in cash $ 25.2 $ 12.0 $ 13.2 110 % Operating Activities Net cash flows from operating activities decreased $6.3 million to $84.5 million for the year ended December 31, 2024 compared to $90.8 million for the year ended December 31, 2023.
For further details, see “— Debt Agreements.” 37 Cash Flows The following table presents our cash flows for the periods indicated: Year Ended December 31, Variance 2025 2024 $ % (in millions) Net cash provided by operating activities $ 69.0 $ 84.5 $ (15.5) (18) % Net cash used in investing activities (76.1) (31.1) (45.0) (145) % Net cash used in financing activities (23.5) (28.2) 4.7 17 % Net change in cash $ (30.6) $ 25.2 $ (55.8) (221) % Operating Activities Net cash flows from operating activities decreased $15.5 million to $69.0 million for the year ended December 31, 2025 compared to $84.5 million for the year ended December 31, 2024.
Provides high specification well service rigs to facilitate operations throughout the life cycle 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 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.
High Specification Rig revenue increased $22.8 million, or 7%, to $336.1 million for the year ended December 31, 2024 from $313.3 million for the year ended December 31, 2023.
High Specification Rig revenue increased $10.9 million, or 3%, to $347.0 million for the year ended December 31, 2025 from $336.1 million for the year ended December 31, 2024.
Wireline Services cost of services decreased $73.4 million, or 41%, to $107.3 million for the year ended December 31, 2024 from $180.7 million for the year ended December 31, 2023.
Wireline Services cost of services decreased $34.9 million, or 33%, to $72.4 million for the year ended December 31, 2025 from $107.3 million for the year ended December 31, 2024.
Controls and Procedures.” How We Evaluate Our Operations We provide services within the United States that are organized into three reporting segments: High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services, which are described below.
Controls and Procedures.” How We Evaluate Our Operations We provide services within the U.S. that are organized into three reporting segments: High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services, which are described below. The reportable segments have been categorized based on the nature of services provided within each line of business.
Capital Returns Program On March 7, 2023, the Company announced a share repurchase program authorizing the Company to purchase up to $35 million of Class A Common Stock that could be utilized for up to 36 months.
As of the year ended December 31, 2024, the Company had fully paid the Installment Agreements. Capital Returns Program In March 2023, the Company initially announced a share repurchase program authorizing the Company to purchase up to $35 million of Class A Common Stock that could be utilized for up to 36 months.
Year Ended December 31, Variance 2024 2023 $ % Revenue High Specification Rigs $ 336.1 $ 313.3 $ 22.8 7 % Wireline Services 110.2 199.1 (88.9) (45) % Processing Solutions and Ancillary Services 124.8 124.2 0.6 — % Total revenue 571.1 636.6 (65.5) (10) % Operating expenses Cost of services (exclusive of depreciation and amortization): High Specification Rigs 267.1 249.2 17.9 7 % Wireline Services 107.3 180.7 (73.4) (41) % Processing Solutions and Ancillary Services 98.4 101.8 (3.4) (3) % Total cost of services 472.8 531.7 (58.9) (11) % General and administrative 27.8 29.5 (1.7) (6) % Depreciation and amortization 44.1 39.9 4.2 11 % Impairment of fixed assets — 0.4 (0.4) (100) % Gain on sale of assets (2.2) (1.8) (0.4) (22) % Total operating expenses 542.5 599.7 (57.2) (10) % Operating income 28.6 36.9 (8.3) (22) % Other expenses Interest expense, net 2.6 3.5 (0.9) (26) % Loss on debt retirement — 2.4 (2.4) (100) % Total other expenses 2.6 5.9 (3.3) (56) % Income before income tax expense 26.0 31.0 (5.0) (16) % Income tax expense 7.6 7.2 0.4 6 % Net income $ 18.4 $ 23.8 $ (5.4) (23) % Revenue .
Year Ended December 31, Variance 2025 2024 $ % Revenue High Specification Rigs $ 347.0 $ 336.1 $ 10.9 3 % Wireline Services 68.9 110.2 (41.3) (37) % Processing Solutions and Ancillary Services 131.0 124.8 6.2 5 % Total revenue 546.9 571.1 (24.2) (4) % Operating expenses Cost of services (exclusive of depreciation and amortization): High Specification Rigs 276.9 267.1 9.8 4 % Wireline Services 72.4 107.3 (34.9) (33) % Processing Solutions and Ancillary Services 107.3 98.4 8.9 9 % Total cost of services (exclusive of depreciation and amortization) 456.6 472.8 (16.2) (3) % General and administrative 29.6 27.8 1.8 6 % Depreciation and amortization 46.3 44.1 2.2 5 % Impairment of fixed assets 0.4 — 0.4 100 % Gain on sale of assets (1.4) (2.2) 0.8 36 % Total operating expenses 531.5 542.5 (11.0) (2) % Operating income 15.4 28.6 (13.2) (46) % Other expenses Interest expense, net 1.2 2.6 (1.4) (54) % Other income, net (3.6) — (3.6) 100 % Total other expenses (2.4) 2.6 (5.0) (192) % Income before income tax expense 17.8 26.0 (8.2) (32) % Income tax expense 5.5 7.6 (2.1) (28) % Net income $ 12.3 $ 18.4 $ (6.1) (33) % Revenue .
Wireline Services revenue decreased $88.9 million, or 45%, to $110.2 million for the year ended December 31, 2024 from $199.1 million for the year ended December 31, 2023.
Wireline Services revenue decreased $41.3 million, or 37%, to $68.9 million for the year ended December 31, 2025 from $110.2 million for the year ended December 31, 2024.
The reportable segments have been categorized based on the nature of services provided within each line of business. 33 Our service offerings consist of well completion support, workover, well maintenance, wireline, other complementary services, as well as well installation, commissioning and operating of modular equipment, which are conducted in three reportable segments, as follows: • High Specification Rigs.
Our service offerings consist of well completion support, workover, well maintenance, wireline, other complementary services, as well as well 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 to facilitate operations throughout the lifecycle of a well. • Wireline Services.
Net income for the year ended December 31, 2024 decreased $5.4 million, or 23%, to $18.4 million from $23.8 million for the year ended December 31, 2023. The decrease in net income was primarily driven by reduced activity in Wireline Services segment. 36 Note Regarding Non‑GAAP Financial Measure Adjusted EBITDA is not a financial measure determined in accordance with U.S.
The decrease in net income was primarily driven by reduced activity in Wireline Services segment. Note Regarding Non‑GAAP Financial Measure Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP.
The decrease is primarily attributable to a decrease in costs from the completion services lines by approximately $82.4 million as the Company reorganized this service line in response to lower operation activity.
The decrease is primarily attributable to a decrease in costs from the completion services lines by approximately $16.8 million as the Company reorganized this service line in response to lower operation activity. Additionally, costs decreased within production and pump down services by $10.5 million and $7.6 million, respectively.
Financing Activities Net cash flows used in financing activities decreased $20.9 million, or 43%, to cash used of $28.2 million for the year ended December 31, 2024 compared $49.1 million for the year ended December 31, 2023.
Financing Activities Net cash flows used in financing activities decreased $4.7 million, or 17%, to $23.5 million for the year ended December 31, 2025 compared to $28.2 million for the year ended December 31, 2024.
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 42 upon the uncertainty of the realization of certain federal and state deferred tax assets related to net operating loss carryforwards and other tax attributes.
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. 41 Equity‑Based Compensation Policy description We record equity‑based payments at fair value on the date of the grant, and expense the value of these awards in compensation expense over the applicable vesting periods.
Depreciation and amortization increased $4.2 million, or 11%, to $44.1 million for the year ended December 31, 2024 from $39.9 million for the year ended December 31, 2023. The increase was largely attributable to capital expenditures during the year ended December 31, 2024. Interest Expense, net.
Depreciation and amortization increased $2.2 million, or 5%, to $46.3 million for the year ended December 31, 2025 from $44.1 million for the year ended December 31, 2024. The increase was largely attributable to depreciation of assets acquired in the AWS acquisition during the year ended December 31, 2025. Interest Expense, net.
Increasing cash balances contributed most significantly to the working capital increase year over year. Debt Agreements 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 the Wells Fargo Revolving Credit Facility in an aggregate principal amount of up to $75.0 million.
Credit Agreement On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with the Wells Fargo Revolving Credit Facility in an aggregate principal amount of up to $75.0 million. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets.
Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets. The Company was in compliance with the Credit Agreement covenant by maintaining a fixed charge coverage ratio (“FCCR”) of greater than 1.0 as of December 31, 2024, which is applicable only under certain borrowing levels.
The Company was in compliance with the Credit Agreement covenant by 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. 38 The Company has up to $5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment.
The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $71.2 million available for borrowings as of December 31, 2024.
The Company had outstanding borrowings of $3.5 million under the Wells Fargo Revolving Credit Facility and had $3.5 million in Letters of Credit open under the facility, leaving a residual $57.4 million available for borrowings as of December 31, 2025.
Our Torrent gas processing business has continued to expand, generating $8.5 million in revenue for the year ended December 31, 2024, compared to $5.0 million for the year ended December 31, 2023, an increase of $3.5 million. These increases were partially offset by declines in our coil tubing and snubbing services, which decreased by $4.5 million and $2.3 million, respectively.
Our Torrent gas processing business has continued to expand, generating $14.3 million in revenue for the year ended December 31, 2025, compared to $8.5 million for the year ended December 31, 2024, an increase of $5.8 34 million.
As a percentage of High Specification Rigs Services revenue, cost of services improved from 80% for the year ended December 31, 2023 to 79% for the year ended December 31, 2024. Wireline Services.
The increase in cost of services was primarily attributable to an additional expense of $9.9 million related to the AWS acquisition. As a percentage of High Specification Rigs Services revenue, cost of services increased slightly from 79% for the year ended December 31, 2024 to 80% for the year ended December 31, 2025. Wireline Services.
The change by segment was as follows: High Specification Rigs. High Specification Rigs Adjusted EBITDA increased $6.4 million to $70.5 million from $64.1 million primarily due to an increase in revenue of $22.8 million partially offset by an increase in cost of services of $17.9 million. Wireline Services.
The change by segment was as follows: High Specification Rigs. High Specification Rigs Adjusted EBITDA decreased slightly by $0.2 million to $70.3 million from $70.5 million due to an increase in cost of services of $9.8 million, coupled by severance and reorganization costs from the prior period, slightly offset by a corresponding increase in revenue of $10.9 million. Wireline Services.
Investing Activities Net cash flows used in investing activities increased $1.4 million to $31.1 million for the year ended December 31, 2024 compared to $29.7 million for the year ended December 31, 2023.
Investing Activities Net cash flows used in investing activities increased $45.0 million to $76.1 million for the year ended December 31, 2025 compared to $31.1 million for the year ended December 31, 2024. The change in cash flows from investing activities is largely attributable to the AWS acquisition that occurred November 7, 2025.
These repayments, totaling $19.1 million, reflect the Company’s ability to pay down debt in 2023 with proceeds generated from operating activities. Supplemental Cash Flow Disclosures During the year ended December 31, 2024, the Company added fixed assets of $8.6 million and $4.6 million primarily related to finance leased assets and asset trades, respectively, across all operating segments.
Supplemental Cash Flow Disclosures During the years ended December 31, 2025 and 2024, the Company added fixed assets of $8.9 million and $8.6 million, respectively, primarily related to finance leased assets, and $1.8 million and $4.6 million, respectively, primarily related to asset trades.
Processing Solutions and Ancillary Services revenue increased $0.6 million, to $124.8 million for the year ended December 31, 2024 from $124.2 million for the year ended December 31, 2023.
Processing Solutions and Ancillary Services revenue increased $6.2 million, or 5%, to $131.0 million for the year ended December 31, 2025 from $124.8 million for the year ended December 31, 2024. The increase reflects higher activity in other Ancillary Services lines with revenue growth of $9.6 million related to the AWS acquisition.
Processing Solutions and Ancillary Services cost of services decreased $3.4 million, or 3%, to $98.4 million for the year ended December 31, 2024 from $101.8 million for the year ended December 31, 2023.
Processing Solutions and Ancillary Services cost of services increased $8.9 million, or 9%, to $107.3 million for the year ended December 31, 2025 from $98.4 million for the year ended December 31, 2024. The increase is primarily attributable to increased employee labor and repair and maintenance costs which amounted to $3.4 million each.
Other represents costs not allocable to the reporting segments and includes corporate general and administrative expenses and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.
These services include equipment rentals, plug and abandonment, logistics, coil tubing, mixing plants and chemicals, tubing and inspection, transportation, and processing solutions. • Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expense and depreciation of corporate furniture and fixtures, amortization, impairments and other items similar in nature.
As a percentage of Processing Solutions and Ancillary Services revenue, cost of services improved from 82% for the year ended December 31, 2023 to 79% for the year ended December 31, 2024 due to service line mix with increased activity in higher margin service lines offset by reductions in services lines that historically carried higher cost levels. General and Administrative.
As a percentage of Processing Solutions and Ancillary Services revenue, cost of services increased from 79% for the year ended December 31, 2024 to 82% for the year ended December 31, 2025 primarily due to higher labor and repair and maintenance costs associated with the integration of AWS operations. General and Administrative.
General and administrative expenses decreased $1.7 million, or 6%, to $27.8 million for the year ended December 31, 2024 from $29.5 million for the year ended December 31, 2023. The decrease in general and administrative expenses is primarily due to lower personnel costs and professional fees relative to the year ended December 31, 2023. Depreciation and Amortization.
General and administrative expenses increased $1.8 million, or 6%, to $29.6 million for the year ended December 31, 2025 from $27.8 million for the year ended December 31, 2024.
Energy Information Administration’s estimate that daily crude oil production in the United States is expected to increase to 13.5 million barrels per day, up from 13.2 million barrels per day in 2024. It is anticipated by the International Energy Agency that OPEC+ will begin increasing production in 2025, while demand is expected to remain relatively muted.
Energy Information Administration’s (“EIA”) estimate that daily crude oil production in the U.S. is expected to remain flat from 2025 to 2026 at 13.6 million barrels per day, up from 13.2 million barrels per day in 2024.
Cost of services (exclusive of depreciation and amortization). Cost of services (exclusive of depreciation and amortization) decreased $58.9 million, or 11%, to $472.8 million for the year ended December 31, 2024 from $531.7 million for the year ended December 31, 2023.
Cost of services (exclusive of depreciation and amortization) decreased $16.2 million, or 3%, to $456.6 million for the year ended December 31, 2025 from $472.8 million for the year ended December 31, 2024. As a percentage of revenue, cost of services was approximately 83% for both the years ended December 31, 2025 and 2024, respectively.
The year over year reduction is attributable to certain reduced personnel costs and professional fees. 38 Liquidity and Capital Resources Overview We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions.
Liquidity and Capital Resources Overview We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities.
Processing Solutions and Ancillary Services Adjusted EBITDA increased $4.2 million to $26.6 million from $22.4 million due to an increase in revenue of $0.6 million coupled with a decrease in cost of services of $3.4 million, driven by increasing operational activity and increased contribution from higher margin service lines. Other.
Processing Solutions and Ancillary Services Adjusted EBITDA decreased $2.7 million to $23.9 million from $26.6 million due to an increase in cost of services of $8.9 million, slightly offset by a corresponding increase in revenue of $6.2 million. Other.
Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. As of December 31, 2024, we had total liquidity of $112.1 million, consisting of $40.9 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $71.2 million.
As of December 31, 2025, we had total liquidity of $67.7 million, consisting of $10.3 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $57.4 million.
On September 25, 2024, the amount of the Letter of Credit was increased to $2.1 million as part of incremental collateral requirements for the Company’s 2025 insurance renewal, with a new maturity date of September 25, 2025. The interest rate for this Letter of Credit was approximately 1.8% for the month ended December 31, 2024.
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.
Additionally, the Company consolidated its debt and repaid the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note with borrowings from the new Wells Fargo Revolving Credit Facility (see —Debt Agreements, below, and Part II, Item 8. Financial Statements and Supplementary Data — Note 9 — Debt).
Additionally, the Company had $3.5 million in borrowings under the Wells Fargo Revolving Credit Facility to fund operating and investing activities (see —Debt Agreements, below, and Part II, Item 8. Financial Statements and Supplementary Data — Note 10 — Debt).
Net interest expense decreased $0.9 million, or 26%, to $2.6 million for the year ended December 31, 2024 from $3.5 million for the year ended December 31, 2023.
Income tax expense decreased $2.1 million, or 28%, to $5.5 million resulting in an effective tax rate of 31% for the year ended December 31, 2025 from $7.6 million resulting in an effective tax rate of 29% for the year ended December 31, 2024.
As a percentage of revenue, cost of services was approximately 83% and 84% for the years ended December 31, 2024 and 2023, respectively. The change in cost of services by segment was as follows: High Specification Rigs.
The change in cost of services by segment was as follows: High Specification Rigs. High Specification Rig cost of services increased $9.8 million, or 4%, to $276.9 million for the year ended December 31, 2025 from $267.1 million for the year ended December 31, 2024.
Additionally, the Company paid approximately $2.0 million in interest related to debt and finance leased assets during 2024, compared to $1.4 million during 2023. 39 Working Capital Our working capital, which we define as total current assets less total current liabilities, was $78.7 million and $66.4 million as of December 31, 2024 and 2023, respectively.
Working Capital Our working capital, which we define as total current assets less total current liabilities, was $52.0 million and $78.7 million as of December 31, 2025 and 2024, respectively. Decreasing cash balances related to the AWS acquisition contributed most significantly to the working capital decrease year over year. Debt Agreements Wells Fargo Bank, N.A.
Income tax expense increased $0.4 million, or 6%, to $7.6 million for the year ended December 31, 2024 from $7.2 million for the year ended December 31, 2023. The increase in income tax expense resulted from a one-time discreet benefit recorded during the year ended December 31, 2023. Net Income.
Net interest expense decreased $1.4 million, or 54%, to $1.2 million for the year ended December 31, 2025 from $2.6 million for the year ended December 31, 2024. The changes in interest expense, net was attributable to higher interest income recognized on non-recurring items during 2025. Income Tax Expense.
The increase in revenue included an increase in average revenue per rig hour by 5% to $736 from $703 for the year ended December 31, 2023, coupled by a corresponding 2% increase in total rig hours to 456,900 for the year ended December 31, 2024 from 446,000 for the year ended December 31, 2023. Wireline Services.
The increase in revenue reflects revenue growth of $17.1 million related to the AWS acquisition and included a 3% increase in total rig hours to 472,400 for the year ended December 31, 2025 from 456,900 for the year ended December 31, 2024. Wireline Services.
The Company believes that a share repurchase and dividend framework provides the best overall value creation potential for investors. The Company paid dividend distributions totaling $4.5 million and $2.4 million to stockholders for the year ended December 31, 2024 and 2023, respectively. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
The Company paid dividend distributions totaling $5.5 million and $4.5 million to stockholders for the year ended December 31, 2025 and 2024, respectively.
While no deals were completed in 2024, we remained active in the pursuit of accretive opportunities and will continue to do so during 2025.
From the acquisition date through December 31, 2025, the acquired business contributed approximately $26.7 million of revenue and $6.9 million of net income to the Company’s consolidated results. We remained active in the pursuit of accretive opportunities and will continue to do so during 2026.
Removed
As the Company looks ahead to 2025, we anticipate steady business opportunities as both the U.S. and global economies continue to demonstrate resilience. We further expect our financial results to show slight year-over-year improvement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed2 unchanged
Biggest changeAs of December 31, 2024, the Company did not have any borrowings under the Wells Fargo Revolving Credit Facility and therefore a hypothetical 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.1 million per year. We do not currently hedge our interest rate exposure.
Biggest changeA hypothetical 1.0% increase or decrease in the weighted average interest rate would increase or decrease interest expense by less than $0.1 million per year. We do not currently hedge our interest rate exposure. We do not engage in derivative transactions for speculative or trading purposes.
Any prolonged substantial reduction in oil and natural gas prices would likely affect oil and natural gas production levels and therefore affect demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk. 44
Any prolonged substantial reduction in oil and natural gas 42 prices would likely affect oil and natural gas production levels and therefore affect demand for our services. We do not currently intend to hedge our indirect exposure to commodity price risk. 43
We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers. 43 Commodity Price Risk The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers.
Commodity Price Risk The market for our services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact the activity levels of our E&P customers.
Within our High Specification Rig segment, the top three net trade receivable balances represented 40%, 24% and 10%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three net trade receivable balances represented 27%, 13% and 13%, respectively, of total Wireline Services net 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.
We do not engage in derivative transactions for speculative or trading purposes. Credit Risk The majority of our trade receivables have payment terms of 30 days or less. As of December 31, 2024, the top three trade net receivable balances represented 31%, 20% and 8%, respectively, of consolidated accounts receivable.
Credit Risk 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 Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 21%, 10% and 10%, respectively, of total Processing Solutions and Ancillary 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.
Interest Rate Risk We are exposed to interest rate risk, primarily associated with our Wells Fargo Revolving Credit Facility, to fund operations.
Interest Rate Risk We are exposed to interest rate risk, primarily associated with our Wells Fargo Revolving Credit Facility, to fund operations. As of December 31, 2025, the Company had outstanding borrowings of $3.5 million under the Wells Fargo Revolving Credit Facility, with a weighted average rate of 5.9%.

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