# Archrock, Inc. (AROC)

Informational only - not investment advice.

CIK: 0001389050
SIC: 4922 Natural Gas Transmission
SIC breadcrumb: [Transportation, Communications, Electric, Gas, And Sanitary Services](/division/E/) > [Electric, Gas, And Sanitary Services](/major-group/49/) > [SIC 4922 Natural Gas Transmission](/industry/4922/)
Latest 10-K filed: 2026-02-26
SEC page: https://www.sec.gov/edgar/browse/?CIK=1389050
Filing source: https://www.sec.gov/Archives/edgar/data/1389050/000138905026000009/aroc-20251231x10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1489818000 | USD | 2025 | 2026-02-26 |
| Net income | 322290000 | USD | 2025 | 2026-02-26 |
| Assets | 4349304000 | USD | 2025 | 2026-02-26 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001389050.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  | 807,069,000 | 794,655,000 | 904,441,000 | 965,485,000 | 874,970,000 | 781,461,000 | 845,568,000 | 990,337,000 | 1,157,591,000 | 1,489,818,000 |
| Net income |  |  | -54,555,000 | 18,953,000 | 21,063,000 | 97,330,000 | -68,445,000 | 28,217,000 | 44,296,000 | 104,998,000 | 172,231,000 | 322,290,000 |
| Gross profit |  |  |  |  |  |  |  |  | 261,825,000 | 375,077,000 | 505,896,000 | 723,632,000 |
| Diluted EPS | 0.91 | -1.94 | -0.80 |  |  | 0.70 | -0.46 | 0.18 | 0.28 | 0.67 | 1.05 | 1.83 |
| Assets |  |  | 2,414,779,000 | 2,408,007,000 | 2,552,515,000 | 3,109,975,000 | 2,779,722,000 | 2,589,966,000 | 2,598,750,000 | 2,655,950,000 | 3,824,205,000 | 4,349,304,000 |
| Liabilities |  |  | 1,729,851,000 | 1,672,389,000 | 1,710,941,000 | 2,024,012,000 | 1,844,165,000 | 1,698,528,000 | 1,738,057,000 | 1,784,929,000 | 2,500,674,000 | 2,857,825,000 |
| Stockholders' equity |  |  | 718,966,000 | 777,049,000 | 841,574,000 | 1,085,963,000 | 935,557,000 | 891,438,000 | 860,693,000 | 871,021,000 | 1,323,531,000 | 1,491,479,000 |
| Cash and cash equivalents |  |  | 3,134,000 | 10,536,000 | 5,610,000 | 3,685,000 | 1,097,000 | 1,569,000 | 1,566,000 | 1,338,000 | 4,420,000 | 1,553,000 |
| Net margin |  |  | -6.76% | 2.39% | 2.33% | 10.08% | -7.82% | 3.61% | 5.24% | 10.60% | 14.88% | 21.63% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001389050.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.11 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.10 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.10 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 247,543,000 | 24,653,000 | 0.16 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 253,367,000 | 30,858,000 | 0.20 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 259,593,000 | 33,002,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 268,488,000 | 40,532,000 | 0.26 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 270,526,000 | 34,425,000 | 0.22 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 292,161,000 | 37,516,000 | 0.22 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 326,416,000 | 59,758,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 347,163,000 | 70,850,000 | 0.40 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 383,152,000 | 63,420,000 | 0.36 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 382,430,000 | 71,248,000 | 0.40 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 377,073,000 | 116,772,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 373,767,000 | 73,794,000 | 0.41 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1389050/000138905026000019/aroc-20260331x10q.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q and in conjunction with our 2025 Form 10-K.

OVERVIEW

​

We are an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping our customers produce, compress and transport natural gas in a safe and environmentally responsible way. We are a premier provider of natural gas compression services, in terms of total compression fleet horsepower, to customers in the energy industry throughout the U.S., and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. Our business supports a must-run service that is essential to the production, processing, transportation and storage of natural gas.

We operate in two business segments: contract operations and aftermarket services. Our contract operations business primarily includes designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. Our aftermarket services business provides a full range of services to support the compression needs of our customers that own compression equipment, including operations, maintenance, overhaul and reconfiguration services and sales of parts and components.

Significant 2026 Transactions

2028 Notes Redemption

On April 1, 2026, we repurchased our 2028 Notes. The 2028 Notes were redeemed at 100% of their $800.0 million aggregate principal amount plus accrued and unpaid interest of approximately $25.0 million with borrowings under the Credit Facility. We recorded a debt extinguishment gain of $0.7 million during the second quarter of 2026 due to the write-off of unamortized debt premium of $4.0 million, which was partially offset by the write-off of unamortized debt issuance costs of $3.3 million. See Note 7 (“Long-Term Debt”) for further details.

2034 Notes

On January 21, 2026, we completed a private offering of $800.0 million aggregate principal amount of 6.0% senior notes due 2034 and received net proceeds of $789.4 million after deducting issuance costs. In January 2026, the approximately $10.6 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statement of operations over the term of the notes. The net proceeds were used to repay borrowings outstanding under our Credit Facility. See Note 7 (“Long-Term Debt”) for further details.

Operating Highlights

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

(horsepower in thousands)

  ​ ​ ​

2026

  ​ ​ ​

​

2025

  ​ ​ ​

Total available horsepower (at period end)(1)

  ​ ​ ​

4,765

  ​ ​ ​

​

4,461

​

Total operating horsepower (at period end)(2)

​

4,528

​

4,283

​

Average operating horsepower(3)

​

4,553

​

4,254

​

Horsepower utilization:

​

  ​

​

  ​

​

Spot (at period end)

​

95

%  

​

96

%  

Average

​

95

%  

​

96

%  

(1) Defined as idle and operating horsepower. Includes new compressors completed by third party manufacturers that have been delivered to us.

(2) Defined as horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue.

(3) Defined as average of period end horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue, including operating horsepower for compressors acquired in the NGCS Acquisition beginning May 1, 2025.

30

Table of Contents

Non–GAAP Financial Measures

​

Management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measure of adjusted gross margin.

We define adjusted gross margin as total revenue less cost of sales, exclusive of depreciation and amortization. Adjusted gross margin is included as a supplemental disclosure because it is a primary measure used by our management to evaluate the results of revenue and cost of sales, exclusive of depreciation and amortization, which are key components of our operations. We believe adjusted gross margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. In addition, depreciation and amortization may not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs of current operating activity. As an indicator of our operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin, net income or any other measure presented in accordance with GAAP. Our adjusted gross margin may not be comparable to a similarly titled measure of other entities because other entities may not calculate adjusted gross margin in the same manner.

Adjusted gross margin has certain material limitations associated with its use as compared to net income. These limitations are primarily due to the exclusion of SG&A, depreciation and amortization, long-lived and other asset impairment, restructuring charges, interest expense, transaction-related costs, gain on sale of assets, net, other income, net, provision for income taxes and equity in net loss of unconsolidated affiliate. Because we intend to finance a portion of our operations through borrowings, interest expense is a necessary element of our costs and our ability to generate revenue. Additionally, because we use capital assets, depreciation expense is a necessary element of our costs and our ability to generate revenue, and SG&A is necessary to support our operations and required corporate activities. To compensate for these limitations, management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of our performance.

The reconciliation of net income to adjusted gross margin is as follows:

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

(in thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income

​

$

73,794

​

$

70,850

Selling, general and administrative

​

45,231

​

37,207

Depreciation and amortization

​

69,734

​

57,620

Long-lived and other asset impairment

​

5,259

​

972

Restructuring charges

​

​

136

​

​

665

Interest expense

​

39,510

​

37,741

Transaction-related costs

​

​

596

​

​

3,935

Gain on sale of assets, net

​

​

(10,116)

​

​

(7,335)

Other income, net

​

(605)

​

(684)

Provision for income taxes

​

23,404

​

21,136

Equity in net loss of unconsolidated affiliate

​

​

480

​

​

—

Adjusted gross margin

​

$

247,423

​

$

222,107

​

31

Table of Contents

The following table reconciles gross margin, the most directly comparable GAAP measure, to adjusted gross margin:

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

(in thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Total revenues

​

$

373,767

​

$

347,163

Cost of sales, exclusive of depreciation and amortization

​

(126,344)

​

(125,056)

Depreciation and amortization

​

(69,734)

​

(57,620)

Gross margin

​

177,689

​

164,487

Depreciation and amortization

​

​

69,734

​

​

57,620

Adjusted gross margin

​

$

247,423

​

$

222,107

​

RESULTS OF OPERATIONS

​

Summary of Results

​

Revenue was $373.8 million and $347.2 million during the three months ended March 31, 2026 and 2025, respectively. The increase in consolidated revenue was primarily due to increased revenue from our contract operations business. See “Contract Operations” and “Aftermarket Services” below for further details.

Net income was $73.8 million and $70.9 million during the three months ended March 31, 2026 and 2025, respectively. The increase was primarily driven by higher adjusted gross margin from our contract operations business, a decrease in transaction-related costs and a higher gain on sale of assets, net. These increases were partially offset by increases in depreciation and amortization, SG&A, long-lived and other asset impairment and provision for income taxes.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

​

Contract Operations

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

March 31, 

​

Increase

​

(dollars in thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

(Decrease)

​

Revenue

​

$

330,880

​

$

300,397

​

10

%

Cost of sales, exclusive of depreciation and amortization

​

93,271

​

89,799

​

4

%

Adjusted gross margin

​

$

237,609

​

$

210,598

​

13

%

Adjusted gross margin percentage (1)

​

72

%  

70

%  

2

%

(1)

Defined as adjusted gross margin divided by revenue.

​

Revenue in our contract operations business increased approximately $30.5 million due primarily to the compression units acquired in the NGCS Acquisition as well as higher rates.

​

The increase in cost of sales, exclusive of depreciation and amortization, was primarily due to a $4.0 million increase in employee compensation and benefits expense and a $1.9 million increase in parts expense due to compression units acquired in the NGCS Acquisition. These increases were partially offset by a decrease of $2.5 million in lube oil expenses primarily due to lower prices, partially offset by an increase in volumes purchased.

​

The increases in adjusted gross margin and adjusted gross margin percentage were mainly driven by revenue growth that outpaced the increase in cost of sales, exclusive of depreciation and amortization.

​

32

Table of Contents

Aftermarket Services

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

March 31, 

​

Increase

​

(dollars in thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

(Decrease)

​

Revenue

​

$

42,887

​

$

46,766

(8)

%

Cost of sales, exclusive of depreciation and amortization

​

33,073

​

35,257

(6)

%

Adjusted gross margin

​

$

9,814

​

$

11,509

(15)

%

Adjusted gross margin percentage (1)

​

23

%  

25

%  

(2)

%

(1) Defined as adjusted gross margin divided by revenue.

​

Revenue in our aftermarket services business decreased primarily due to reduced customer demand for major maintenance service activity.

The decrease in cost of sales, exclusive of depreciation and amortization, was primarily driven by decreased service activity, including differences in the scope, timing and type of services performed.

Costs and Expenses

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

(in thousands)

  ​ ​ ​

2026

  ​ ​ ​

2025

Selling, general and administrative

​

$

45,231

​

$

37,207

Depreciation and amortization

​

69,734

​

57,620

Long-lived and other asset impairment

​

5,259

​

972

Restructuring charges

​

​

136

​

​

665

Interest expense

​

39,510

​

37,741

Transaction-related costs

​

​

596

​

​

3,935

Gain on sale of assets, net

​

​

(10,116)

​

​

(7,335)

Other income, net

​

​

(605)

​

​

(684)

​

Selling, general and administrative. SG&A increased for the three months ended March 31, 2026 primarily due to higher long-term incentive compensation expense, including a $4.1 million increase in cash-settled incentive compensation expense as a result of an increase in our stock price and a $3.7 m

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Financial Statements, the notes thereto, and the other financial information appearing elsewhere in this Form 10–K. The following discussion includes forward–looking statements that involve certain risks and uncertainties. See “Forward–Looking Statements” and Part I, Item 1A. “Risk Factors” in this Form 10–K.

This section primarily discusses 2025 and 2024 items and comparisons between these years. For a discussion of changes from 2023 to 2024 and other financial information related to 2024, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10–K for the year ended December 31, 2024 filed with the SEC on February 25, 2025.

42

Table of Contents

​

Overview

We are an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping our customers produce, compress and transport natural gas in a safe and environmentally responsible way. We are a premier provider of natural gas compression services, in terms of total compression fleet horsepower, to customers in the energy industry throughout the U.S., and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. We operate in two business segments: contract operations and aftermarket services. Our contract operations business primarily includes designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. Our aftermarket services business provides a full range of services to support the compression needs of our customers that own compression equipment, including operations, maintenance, overhaul and reconfiguration services and sales of parts and components.

Significant 2025 Transactions

Third Amendment to the Amended and Restated Credit Agreement

On December 12, 2025, we amended our Amended and Restated Credit. We did not incur any transaction costs related to the Third Amendment to the Amended and Restated Credit Agreement. See Note 15 (“Long-Term Debt”) for further details.

2027 Notes Redemption

On November 17, 2025, we repurchased our 2027 Notes. The 2027 Notes were redeemed at 100% of their $300.0 million aggregate principal amount plus accrued and unpaid interest of approximately $2.6 million with borrowings under the Credit Facility. We recorded a debt extinguishment loss of $0.9 million related to unamortized debt issuance costs during the fourth quarter of 2025.

Flowco Disposition

On August 1, 2025, we completed the sale of certain contract operations customer agreements and approximately 155 compressors, comprising approximately 47,000 horsepower, used to provide compression services under those agreements along with other supporting assets. Goodwill, customer-related intangible assets and deferred revenue were allocated based on a ratio of the horsepower sold relative to the total horsepower of the asset group. See Note 4 (“Business Transactions”) for further details.

NGCS Acquisition

On May 1, 2025, we completed the NGCS Acquisition, whereby we acquired all of the issued and outstanding equity interests in NGCS, including a fleet of approximately 326,000 operating horsepower and an 18,000 horsepower backlog of contracted new equipment, for aggregate total consideration of $349.4 million. Total consideration consisted of $296.5 million in cash, of which we paid $265.1 million to NGCSI sellers and $31.4 million to NGCSE sellers, and approximately 2.3 million shares of common stock issued to NGCSE sellers with an NGCS acquisition date fair value of $53.0 million. The cash portion of the purchase price was funded with borrowings under the Credit Facility. See Note 4 (“Business Transactions”) for further details.

Trends and Outlook

The key driver of our business is the production of U.S. oil and natural gas. Approximately 60% of our operating fleet is deployed for midstream natural gas gathering applications, with the remaining fleet being used in gas lift applications to enhance oil production. As our business is so closely aligned with production and is typically less directly impacted by commodity prices, we are not as exposed to the volatility often faced in shorter–cycle oil field service businesses.

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Domestic natural gas production generally occurs either in basins where natural gas is produced alongside oil, also known as “associated” gas, such as the Permian and Delaware Basins, the Eagle Ford and the Mid–Continent or in natural gas basins, such as the Marcellus, Utica and Haynesville Shales. Significant investment in domestic exploration and production and midstream infrastructure across the energy industry has been made over much of the past decade, particularly in the low–cost basins characterized by oil and associated natural gas production. The development of these basins producing both commodities has created additional incremental demand for natural gas compression over the recent past as it is a critical method to transport associated gas volumes or enhance oil production through gas lift.

Current Trends

According to the EIA Outlook, average U.S. oil and dry natural gas and production were as follows:

​

​

​

​

​

​

​

​

  ​ ​ ​

Year Ended December 31, 

​

​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Average dry natural gas production (Bcf/d)

107.4

103.0

103.8

Average oil production (MMb/d)

13.6

13.2

12.9

​

During 2025, U.S. natural gas and oil production grew to record levels, resulting in strong demand for our compression services. In response, we increased our investment in new large horsepower fleet units and expanded our fleet through the NGCS Acquisition. Our contract operations revenue and period-end total operating horsepower increased 30% and 8%, respectively, in 2025.

Outlook

The EIA Outlook forecasts the following year–over–year changes:

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2026

​

2027

​

U.S. dry natural gas production

1

%

​

1

%

U.S. oil production

0

%

​

(3)

%

U.S. natural gas domestic consumption

​

(1)

%

​

1

%

Liquefied natural gas exports

9

%

​

10

%

The EIA Outlook expects natural gas production to continue to increase to all-time highs in 2026 and 2027. Natural gas consumption is expected to be largely consistent with 2025, reflecting consistent usage of natural gas in the electric power sector, as well as increased LNG exports and exports of natural gas via pipeline to Mexico, offset by lower industrial, residential, and commercial demand.

We believe the outlook for the energy industry in the U.S. is positive. While we anticipate that the combination of natural gas prices and demand may likely have a positive impact on activity levels in both the upstream and midstream sectors, we cannot predict the ultimate magnitude of that impact on our business and expect it to be varied across our operations, depending on the region, customer, nature of our services, contract term and other factors. However, we continue to believe that overall the long–term demand for our compression services will continue given the necessity of compression in facilitating the transportation and processing of natural gas.

Regarding our aftermarket services business, the base of owned compression in the U.S. has increased over the past several years, which we believe will help sustain our aftermarket services business over the long term.

Key Challenges and Uncertainties

In addition to general market conditions in the oil and natural gas industry and competition in the natural gas compression industry, we believe the following represent the key challenges and uncertainties we will face in the future.

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Labor. We believe that our ability to hire, train and retain qualified personnel will continue to be important. Although we have been able to historically satisfy our personnel needs, retaining employees in our industry continues to be a challenge. Our ability to grow and to continue our current level of service to our customers will depend in part on our success in hiring, training and retaining our employees. Further, the cost of labor has increased and may continue to increase in the future with increases in demand, which will require us to incur additional costs.

Cost Management. In order to improve our operations and further reduce operating expenses, we continue to invest significant resources into process and technology transformation that has, among other things, enhanced certain technology, supply chain and inventory management systems, replaced network infrastructure and expanded the remote monitoring capabilities of our compression fleet. Cost management continues to be challenging, however, and there is no guarantee that our efforts will result in a reduction in our operating expenses. Natural gas production growth and resulting demand for our services could cause us to experience increased operating expenses as we hire employees and incur additional expenses needed to support the rebound in market demand.

Further, we depend on suppliers for the materials, parts, equipment and lube oil necessary to our operations, which exposes us to volatility in prices. Significant price increases for these inputs, as a result of inflation, tariffs, or otherwise, could adversely affect our operating profits. Supply chain disruptions could also adversely affect our ability to obtain, or increase the cost of, such items. While we generally attempt to mitigate the impact of increased prices through strategic purchasing decisions, diversification of our supplier base, where possible, and the passing along of increased costs to customers, there may be a time delay between the increased commodity prices and the ability to increase the price of our services.

Capital Requirements, Availability of Capital Equipment and the Availability of External Sources of Capital. We funded a significant portion of our capital expenditures, the NGCS Acquisition and the 2027 Notes Redemption with borrowings under the Credit Facility. While we have successfully raised capital historically, and most recently in January 2026 with the issuance of the 2034 Notes, there is no guarantee in our ability to access the debt and equity markets to raise capital on affordable terms in 2026 and beyond. Additionally, extended lead times for newly fabricated equipment can increase near-term capital needs and create timing inconsistency between funding availability and capital expenditures. If we are not successful in raising capital within the time period required or at all, we may not be able to fund these capital expenditures or acquisitions, which could impair our ability to grow or maintain our business.

Demand for natural gas-powered compression. Demand for our services is dependent on the demand for natural gas in the markets we serve. Although the EIA currently forecasts natural gas demand will grow through 2050, technological advances and accelerated adoption of renewable sources of energy could reduce demand for natural gas in our markets and have an adverse effect on our business. In addition, increased focus of our customers on reducing emissions from, or the use of, combustion engines in compression could increase demand for electric compressors or require us to make modifications to our existing natural gas-powered units.

Operating Highlights

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

(horsepower in thousands)

2025

​

2024

​

2023

​

Total available horsepower (at period end)(1)

4,788

  ​ ​ ​

4,401

  ​ ​ ​

3,759

  ​ ​ ​

Total operating horsepower (at period end)(2)

4,571

4,227

3,607

Average operating horsepower(3)

4,494

3,794

3,554

Horsepower utilization:

  ​

  ​

  ​

Spot (at period end)

95

%  

96

%  

96

%  

Average

96

%  

95

%  

95

%  

(1) Defined as idle and operating horsepower. Includes new compressors completed by third party manufacturers that have been delivered to us.

(2) Defined as horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue.

(3) Defined as average of period end horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue, including operating horsepower for the compressors acquired in the NGCS Acquisition beginning May 1, 2025 through December 31, 2025 and for the compressors acquired in the TOPS Acquisition beginning September 30, 2024 through December 31, 2025.

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Non–GAAP Financial Measures

Management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measure of adjusted gross margin.

We define adjusted gross margin as total revenue less cost of sales, exclusive of depreciation and amortization. Adjusted gross margin is included as a supplemental disclosure because it is a primary measure used by our management to evaluate the results of revenue and cost of sales, exclusive of depreciation and amortization, which are key components of our operations. We believe adjusted gross margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. In addition, depreciation and amortization may not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs of current operating activity. As an indicator of our operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin, net income or any other measure presented in accordance with GAAP. Our adjusted gross margin may not be comparable to a similarly titled measure of other entities because other entities may not calculate adjusted gross margin in the same manner.

Adjusted gross margin has certain material limitations associated with its use as compared to net income. These limitations are primarily due to the exclusion of SG&A, depreciation and amortization, long-lived and other asset impairment, restructuring charges, debt extinguishment loss, interest expense, transaction-related costs, gain on sale of assets, net, other expense, net, provision for income taxes and equity in net loss of unconsolidated affiliate. Because we intend to finance a portion of our operations through borrowings, interest expense is a necessary element of our costs and our ability to generate revenue. Additionally, because we use capital assets, depreciation expense is a necessary element of our costs and our ability to generate revenue, and SG&A is necessary to support our operations and required corporate activities. To compensate for these limitations, management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of our performance.

The reconciliation of net income to adjusted gross margin is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Net income

​

$

322,290

​

$

172,231

​

$

104,998

Selling, general and administrative

​

147,806

​

139,121

​

116,639

Depreciation and amortization

​

256,761

​

193,194

​

166,241

Long-lived and other asset impairment

​

18,290

​

10,681

​

12,041

Restructuring charges

​

​

1,605

​

​

—

​

​

1,775

Debt extinguishment loss

​

​

890

​

​

3,181

​

​

—

Interest expense

​

165,340

​

123,610

​

111,488

Transaction-related costs

​

​

12,705

​

​

13,249

​

​

—

Gain on sale of assets, net

​

​

(47,081)

​

​

(17,887)

​

​

(10,199)

Other expense, net

​

439

​

1,561

​

1,086

Provision for income taxes

​

100,845

​

60,149

​

37,249

Equity in net loss of unconsolidated affiliate

​

​

503

​

​

—

​

​

—

Adjusted gross margin

​

$

980,393

​

$

699,090

​

$

541,318

​

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The following table reconciles gross margin to adjusted gross margin, its most directly comparable to GAAP measure:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Total revenues

​

$

1,489,818

​

$

1,157,591

​

$

990,337

Cost of sales, exclusive of depreciation and amortization

​

(509,425)

​

(458,501)

​

(449,019)

Depreciation and amortization

​

(256,761)

​

(193,194)

​

(166,241)

Gross margin

​

723,632

​

505,896

​

375,077

Depreciation and amortization

​

​

256,761

​

​

193,194

​

​

166,241

Adjusted gross margin

​

$

980,393

​

$

699,090

​

$

541,318

​

RESULTS OF OPERATIONS

Summary of Results

Revenue was $1,489.8 million and $1,157.6 million during the years ended December 31, 2025 and 2024, respectively. The increase in revenue was due to increased revenue from our contract operations business and aftermarket services business. See “Contract Operations” and “Aftermarket Services” below for further details.

Net income was $322.3 million and $172.2 million during the years ended December 31, 2025 and 2024, respectively. The increase was primarily driven by higher adjusted gross margin from both our contract operations business and aftermarket services business, as well as an increase in gain on sale of assets and a reduction in debt extinguishment loss. These increases were partially offset by increases in depreciation and amortization, interest expense, provision for income taxes, SG&A and long-lived and other asset impairment.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Contract Operations

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

Increase

​

(dollars in thousands)

​

2025

  ​ ​ ​

2024

  ​ ​ ​

(Decrease)

​

Revenue

​

$

1,272,081

​

$

980,405

​

30

%

Cost of sales, exclusive of depreciation and amortization

​

343,136

​

323,052

​

6

%

Adjusted gross margin

​

$

928,945

​

$

657,353

​

41

%

Adjusted gross margin percentage (1)

​

73

%  

67

%  

6

%

(1) Defined as adjusted gross margin divided by revenue.

Revenue in our contract operations business increased approximately $291.7 million, due primarily to the compression units acquired in the TOPS Acquisition and in the NGCS Acquisition, higher rates and an increase in average operating horsepower.

​

The increase in cost of sales, exclusive of depreciation and amortization, was primarily due to a $37.3 million increase in employee compensation, including the addition of headcount from the TOPS Acquisition and the NGCS Acquisition, and a $17.1 million increase in parts expense due to compression units acquired in the TOPS Acquisition and the NGCS Acquisition, as well as an increase in operating horsepower. These increases were partially offset by a net benefit of $35.0 million as a result of certain sales and use tax audit settlements and credits and a decrease of $3.1 million in lube oil expenses mainly due to lower prices.

The increases in adjusted gross margin and adjusted gross margin percentage were mainly driven by revenue growth that outpaced the increase in cost of sales, exclusive of depreciation and amortization.

​

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Aftermarket Services

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

Increase

​

(dollars in thousands)

​

2025

  ​ ​ ​

2024

  ​ ​ ​

(Decrease)

​

Revenue

​

$

217,737

​

$

177,186

23

%

Cost of sales, exclusive of depreciation and amortization

​

166,289

​

135,449

23

%

Adjusted gross margin

​

$

51,448

​

$

41,737

23

%

Adjusted gross margin percentage (1)

​

24

%  

24

%  

—

%

(1) Defined as adjusted gross margin divided by revenue.

Revenue in our aftermarket services business increased primarily due to increased service activity driven by higher customer demand, an increase in maintenance service contracts and higher parts sales, including the non-recurring sale of overhauled engines.

The increase in cost of sales, exclusive of depreciation and amortization, was driven by increased activity, including differences in the scope, timing and type of services performed.

Costs and Expenses

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Selling, general and administrative

$

147,806

​

$

139,121

Depreciation and amortization

256,761

​

193,194

Long-lived and other asset impairment

18,290

​

10,681

Restructuring charges

​

​

1,605

​

​

—

Debt extinguishment loss

​

​

890

​

​

3,181

Interest expense

165,340

​

123,610

Transaction-related costs

​

​

12,705

​

​

13,249

Gain on sale of assets, net

​

​

(47,081)

​

​

(17,887)

Other expense, net

​

​

439

​

​

1,561

​

Selling, general and administrative. The increase in SG&A was primarily driven by a $8.0 million increase in employee compensation and benefits expense, a $2.0 million increase in professional fees, a $1.7 million increase in information technology expense and a $1.4 million increase in insurance expense. These increases were partially offset by a $4.9 million decrease in long-term performance-based incentive compensation expense.

Depreciation and amortization. The increase in depreciation and amortization was primarily due to fixed assets additions, including depreciation and amortization associated with the compression units and intangible assets acquired in the TOPS Acquisition and the NGCS Acquisition. The increase was partially offset by a decrease in depreciation associated with assets reaching the end of their depreciable lives as well as compression and other asset sales.

Long–lived and other asset impairment. The increase in long-lived and other asset impairment was primarily due to remeasurement of assets in connection with the Flowco Disposition of $9.6 million. See Note 4 (“Business Transactions”) for further details. This increase was partially offset by a decrease of $2.0 million in compression fleet impairment.

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We periodically review the future deployment of our idle compressors for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. We also evaluate for impairment our idle units that have been culled from our compression fleet in prior years and are available for sale. See Note 21 (“Long-Lived Asset and Other Impairment”) for further details. The following table presents the results of our compression fleet impairment review, as recorded in our contract operations segment:

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

(dollars in thousands)

​

2025

  ​ ​ ​

2024

Idle compressors retired from the active fleet

​

​

90

​

95

Horsepower of idle compressors retired from the active fleet

​

​

38,000

​

66,000

Impairment recorded on idle compressors retired from the active fleet

​

$

8,671

​

$

10,681

​

Restructuring charges. Restructuring charges of $1.6 million during the year ended December 31, 2025 consisted of severance and property disposal as well as consolidation and closure costs. See Note 22 (“Restructuring Charges”) for further details.

Debt extinguishment loss. We incurred $0.9 million of debt extinguishment loss during the year ended December 31, 2025 as a result of the 2027 Notes Redemption compared to $3.2 million during the year ended December 31, 2024 as a result of the 2027 Notes Tender Offer.

Interest expense. The increase in interest expense was primarily due to a higher average outstanding balance of long-term debt primarily due to the 2032 Notes and borrowings under our Credit Facility to fund cash consideration of the TOPS Acquisition and the NGCS Acquisition. These increases were partially offset by the 2027 Notes Redemption, the 2027 Notes Tender Offer and a decrease in the weighted average effective interest rate.

Transaction-related costs. We incurred $9.1 million of professional fees, compensation and other costs related to the NGCS Acquisition during the year ended December 31, 2025, and we incurred $3.6 million and $13.2 million of professional fees, compensation and other costs related to the TOPS Acquisition during the years ended December 31, 2025 and 2024, respectively. See Note 4 (“Business Transactions”) for further details.

Gain on sale of assets, net. The increase in gain on sale of assets, net was primarily due to gains of $45.3 million on compression asset sales during the year ended December 31, 2025, compared to gains of $17.6 million on compression asset sales during the year ended December 31, 2024.

Other expense, net. The decrease in other expense, net was primarily due to an increase in proceeds from insurance and other settlements and a decrease in unrealized change in the fair value of our investment in an unconsolidated affiliate recognized during the year ended December 31, 2025, compared to the year ended December 31, 2024. These changes were partially offset by a limited liability agreement amendment fee of $3.6 million paid to FGC Holdco, see Note 27 (“Related Party Transactions”) for further details.

Provision for Income Taxes

The increase in provision for income taxes was primarily due to the tax effect of the increase in book income during the year ended December 31, 2025, compared to the year ended December 31, 2024.

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

Increase

​

(dollars in thousands)

​

2025

  ​ ​ ​

2024

  ​ ​ ​

(Decrease)

​

Provision for income taxes

​

$

100,845

​

$

60,149

68

%

Effective tax rate

​

24

%  

26

%  

(2)

%

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LIQUIDITY AND CAPITAL RESOURCES

Overview

Our ability to fund operations, finance capital expenditures, fund share repurchases and pay dividends depends on the levels of our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under our Credit Facility. Our cash flow is affected by numerous factors, including prices and demand for our services, oil and natural gas exploration and production spending, conditions in the financial markets and other factors. We have no near-term maturities and believe that our operating cash flows and borrowings under the Credit Facility will be sufficient to meet our liquidity needs in the next twelve months and beyond.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, may be material, will be upon terms and prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Cash Requirements

Our contract operations business is capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital spending is primarily dependent on the demand for our contract operations services and the availability of the type of compression equipment required for us to provide those contract operations services to our customers. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of, the following:

•

operating expenses, namely employee compensation and benefits, inventory and lube oil purchases;

•

growth capital expenditures;

•

maintenance capital expenditures;

•

interest on our outstanding debt obligations;

•

dividend payments to our stockholders; and

•

shares repurchased under the Share Repurchase Program and to cover taxes required to be withheld on the vesting date of long-term incentive grants to employees.

Capital Expenditures

Growth Capital Expenditures. The majority of our growth capital expenditures are related to the acquisition cost of new compressors when our idle equipment cannot be reconfigured to economically fulfill a project’s requirements, and the new compressor is expected to generate economic returns that exceed our cost of capital over the compressor’s expected useful life. In addition to newly–acquired compressors, growth capital expenditures include the upgrading of major components on an existing compression package where the current configuration of the compression package is no longer in demand and the compressor is not likely to return to an operating status without the capital expenditures. These expenditures substantially modify the operating parameters of the compression package such that it can be used in applications for which it previously was not suited.

Growth capital expenditures were $347.7 million and $250.9 million for the years ended December 31, 2025 and 2024, respectively.

Maintenance Capital Expenditures. Maintenance capital expenditures are related to major overhauls of significant components of a compression package, such as the engine, electric motor, compressor and cooler, which return the components to a like–new condition, but do not modify the application for which the compression package was designed.

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Maintenance capital expenditures were $110.7 million and $87.8 million during the years ended December 31, 2025 and 2024, respectively. The increase in maintenance capital expenditures was primarily due to an increase in scheduled and unscheduled maintenance activities due to maintenance cycle requirements and the addition of the compression units acquired in the NGCS Acquisition and the TOPS Acquisition, partially offset by lower make–ready investment.

Projected Capital Expenditures. We currently plan to spend approximately $400 million to $445 million on capital expenditures during 2026, primarily consisting of approximately $250 million to $275 million for growth capital expenditures and approximately $125 million to $135 million for maintenance capital expenditures.

Returning Capital to Stockholders

We continue to return capital to stockholders through quarterly dividends and share repurchases. On January 29, 2026, our Board of Directors declared a quarterly dividend of $0.22 per share of common stock, which was paid on February 18, 2026 to stockholders of record at the close of business on February 10, 2026. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, and credit and loan agreements in effect at that time and other factors deemed relevant by our Board of Directors. In October 2025, our Board of Directors approved an additional increase to our Share Repurchase Program of $100.0 million through December 31, 2026, and as of December 31, 2025, available capacity under the Share Repurchase Program was $117.7 million. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion.

2027 Notes Redemption

On November 17, 2025, we repurchased our 2027 Notes. The 2027 Notes were redeemed at 100% of their $300.0 million aggregate principal amount plus accrued and unpaid interest of approximately $2.6 million with borrowings under the Credit Facility. We recorded a debt extinguishment loss related to unamortized debt issuance costs of $0.9 million during the fourth quarter of 2025.

Contractual Obligations

Our material contractual obligations as of December 31, 2025 consisted of the following:

•

Long–term debt of $2.4 billion, all of which is due in 2028 and 2032;

•

Estimated interest on our long–term debt of $551.8 million, consisting of annual payments of approximately $151.2 million in 2026 and 2027, approximately $79.3 million in 2028, annual payments of approximately $46.4 million in 2029 and 2030, and approximately $77.3 million thereafter;

•

Purchase commitments of $251.4 million, of which $244.6 million is due in 2026, and primarily consists of commitments to purchase fleet assets; and

•

Operating lease payments of $16.4 million, consisting of annual payments of approximately $4.7 million in 2026, approximately $3.7 million in 2027, approximately $2.9 million in 2028, approximately $2.8 million in 2029, approximately $1.9 million in 2030, and approximately $0.4 million thereafter.

In addition, we had $31.3 million of unrecognized tax benefits (including discontinued operations) recorded as liabilities related to uncertain tax positions at December 31, 2025, which are uncertain as to if or when such amounts may be settled. We had a liability of $2.8 million recorded for potential penalties and interest (including discontinued operations) related to these unrecognized tax benefits at December 31, 2025, which we are uncertain as to if or when such amounts may be settled.

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Sources of Cash

Credit Facility

On December 12, 2025, we amended our Amended and Restated Credit Agreement to, among other things, remove the 0.10% per annum credit spread adjustment that was previously included in the calculation of the interest rate applicable to the loans made under the Credit Facility, decrease the applicable margin for all borrowings by 0.25% per annum such that the applicable margin for borrowings varies and decrease the commitment fee payable on the daily unused amount of the Credit Facility from 0.375% per annum to 0.25% per annum when less than 50% of the Credit Facility is utilized.

On May 16, 2025, we amended our Amended and Restated Credit Agreement to, among other things, increase the borrowing capacity of the Credit Facility from $1.1 billion to $1.5 billion and provide for the ability for the borrowers to request additional increases in the aggregate commitments under the Credit Facility to a total amount not to exceed $2.3 billion (with any increase being at the discretion of the lenders and subject to the satisfaction of certain conditions set forth in the Amended and Restated Credit Agreement).

During the years ended December 31, 2025 and 2024, our Credit Facility had an average daily balance of $713.8 million and $315.0 million, respectively. The weighted average annual interest rate on the outstanding balance under the Credit Facility was 5.8% and 6.8% at December 31, 2025 and 2024, respectively. As of December 31, 2025, there were $3.0 million of letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 2.0%.

Credit Facility Terms. Our Credit Facility matures on May 16, 2028 (or December 3, 2027 if any portion of our 2028 Notes remain outstanding at such date) and has an aggregate revolving commitment of $1.5 billion. Portions of the Credit Facility, up to $110.0 million, are available for the issuance of swing line loans and $50.0 million is available for the issuance of letters of credit. Subject to certain conditions, including approval by the lenders, we are able to increase the aggregate commitments under the Credit Facility by up to an additional $750.0 million. The Credit Facility borrowing base consists of eligible accounts receivable, inventory and compressors.

Covenants. Our Amended and Restated Credit Agreement requires that we meet certain financial ratios and contains various additional covenants including, but not limited to, mandatory prepayments from the net cash proceeds of certain asset transfers, restrictions on the use of proceeds from borrowings and limitations on our ability to incur additional indebtedness, engage in transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay distributions. As of December 31, 2025, we were in compliance with all covenants under our Amended and Restated Credit Agreement. See Note 15 (“Long-Term Debt”) for further details.

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2034 Notes

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On January 21, 2026, we completed a private offering of $800.0 million aggregate principal amount of 6.0% senior notes due 2034 and received net proceeds of $789.4 million after deducting issuance costs. In January 2026, the approximately $10.6 million of issuance costs were recorded as deferred financing costs within long-term debt in our consolidated balance sheets and are being amortized to interest expense in our consolidated statement of operations over the term of the notes. The net proceeds were used to repay borrowings outstanding under our Credit Facility.

2027 Notes Redemption

On November 17, 2025, we repurchased our 2027 Notes. The 2027 Notes were redeemed at 100% of their $300.0 million aggregate principal amount plus accrued and unpaid interest of approximately $2.6 million with borrowings under the Credit Facility. We recorded a debt extinguishment loss related to unamortized debt issuance costs of $0.9 million during the fourth quarter of 2025.

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Other Sources of Cash

We received proceeds of $191.8 million and $67.6 million from asset sales and business dispositions during the years ended December 31, 2025 and 2024, respectively. We typically use the proceeds from these sales to repay borrowings outstanding under our Credit Facility; however, we are not able to estimate the timing of asset sales or the amount of proceeds to be received and as such, we do not rely on asset sale proceeds as a future source of capital.

Cash Flows

Cash flows provided by (used in) each type of activity were as follows:

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

(in thousands)

​

2025

  ​ ​ ​

2024

Net cash provided by (used in):

​

​

  ​

​

  ​

Operating activities

​

$

622,107

​

$

429,591

Investing activities

​

(606,899)

​

(1,160,063)

Financing activities

​

​

(18,075)

​

733,554

Net (decrease) increase in cash and cash equivalents

​

$

(2,867)

​

$

3,082

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Operating Activities.

The increase in net cash provided by operating activities was primarily due to higher adjusted gross margin from both our contract operations business and aftermarket services business, as well as an overall increase in levels of activity, including the impact from the NGCS Acquisition and the TOPS Acquisition. These increases were partially offset by the tax refund receivable of $41.5 million recorded as a result of certain sales and use tax audit settlements and credits, as well as an increase in inventory.

Investing Activities.

The decrease in net cash used in investing activities was primarily due to cash paid in the TOPS Acquisition of $868.7 million in 2024 compared to cash paid in the NGCS Acquisition of $296.5 million in 2025, an increase of $71.0 million in proceeds from the sale of a business and an increase of $53.2 million in proceeds from the sale of property, equipment and other assets. These changes were partially offset by an increase of $143.4 million in capital expenditures.

Financing Activities.

The change to net cash used in financing activities from net cash provided by financing activities was primarily due to a decrease of $409.2 million in net borrowings of long-term debt, a decrease of $255.7 million in net proceeds for the issuance of common stock, an increase of $56.9 million of common stock purchased under the Share Repurchase Program and an increase of $31.2 million for dividends paid to stockholders.

Critical Accounting Estimates

We describe our significant accounting policies more fully in Note 2 (“Basis of Presentation and Significant Accounting Policies”) to our Financial Statements. As disclosed in Note 2, the preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures of contingent assets and liabilities. We evaluate our estimates and accounting policies on an ongoing basis and base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. The results of this process form the basis of our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and these differences can be material to our financial condition, results of operations and cash flows.

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Business Combinations

We account for acquisitions using the acquisition method of accounting, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the date of acquisition.  We estimate the fair values of the assets acquired and liabilities assumed using accepted valuation methods, and, in many cases, such estimates are based on our judgments as to the future operating cash flows expected to be generated from the acquired assets throughout their estimated useful lives.  The excess of the consideration transferred over those fair values is recorded as goodwill.  The assumptions and inputs incorporated within the fair value estimates are subject to considerable management judgement and are based on industry, market, and economic conditions prevalent at the time of the acquisition. Actual results may differ from the projected results used to determine fair value.

Depreciation

Property, plant and equipment, net, at December 31, 2025 was $3.7 billion and depreciation expense was $242.3 million for the year ended December 31, 2025. Property, plant and equipment are carried at cost and depreciated using the straight–line basis over the estimated useful life of the asset.

Our estimate of useful lives and salvage values are based on assumptions and judgments that reflect both historical experience and expectations regarding future use of our assets, including wear and tear, obsolescence, technical standards, market demand and geographic location. The use of different assumptions and judgments in the calculation of depreciation, especially those involving useful lives, would likely result in significantly different net book values and results of operations.

The estimated useful life of an asset is monitored to determine its appropriateness, especially when business circumstances change. For example, changes in technology, excessive wear and tear, or unanticipated government actions may result in a shorter estimated useful life than originally anticipated. In these cases, we would depreciate the remaining net book value over the new estimated remaining life, thereby increasing depreciation expense per year on a prospective basis. Likewise, if the estimated useful life is increased, the adjustment to the useful life would decrease depreciation expense per year on a prospective basis.

Impairment of Assets

During the year ended December 31, 2025, we recorded long–lived and other asset impairments of $18.3 million.

Impairment Assessments of Property, Plant and Equipment, Goodwill and Identifiable Intangible Assets

We review long–lived assets, which include property, plant and equipment, goodwill and intangible assets that are being amortized, for impairment whenever events or changes in circumstances, including the removal of compressors from our active fleet, indicate that the carrying amount of an asset may not be recoverable. An impairment loss may exist when the estimated undiscounted cash flows expected from the use of the asset and its eventual disposition are less than its carrying amount. Determining whether the carrying amount of an asset is recoverable requires us to make judgments regarding long-term forecasts of future revenue and costs related to the asset subject to review. These forecasts are uncertain as they require significant assumptions about future market conditions. Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Given the nature of these evaluations and their application to specific assets and specific times, it is not possible to reasonably quantify the impact of changes in these assumptions.

Compression Fleet. The fair value of a compressor is estimated on the expected net sale proceeds compared to fleet units we recently sold, a review of other units recently offered for sale by third parties or the estimated component value of the equipment we plan to use. See Note 21 (“Long-Lived and Other Asset Impairment”) and Note 25 (“Fair Value Measurements”) for further details.

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Goodwill and Identifiable Intangible Assets. We review the carrying amount of our goodwill and intangible assets on a quarterly basis, or whenever indicators of potential impairment exist, to determine if the carrying amount of a reporting unit exceeds its fair value, including the applicable goodwill and intangible assets. In addition, we perform an annual qualitative assessment, during the fourth quarter, to determine whether it is more-likely-than-not that the fair value of a reporting unit is impaired. If the fair value is more-likely-than-not impaired, we perform a quantitative impairment test to identify impairment and measure the amount of impairment loss to be recognized, if any. See Note 2 (“Basis of Presentation and Significant Accounting Policies”) and Note 9 (“Goodwill and Intangibles Assets, net”) for further details.

Income Taxes

Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We operate in the U.S. and have investments in unconsolidated affiliates that operate in the U.S. and international locations. Significant judgments and estimates are required in determining consolidated income tax expense.

Deferred income taxes arise from temporary differences between the financial statements and the tax basis of assets and liabilities. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence including scheduled reversals of deferred tax liabilities, projected future taxable income, tax–planning strategies and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for results of discontinued operations and changes in accounting policies and incorporate assumptions, including the amount of future U.S. federal, state, and international pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax–planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative income (loss) before income taxes.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on our financial position, results of operations or cash flows. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various state and local jurisdictions.

The accounting standards for income taxes provide that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the liabilities. Such differences are reflected as increases or decreases to income tax expense in the period in which the new information becomes available.

Recent Accounting Developments

See Note 3 (“Recent Accounting Developments”) for further details.
