RNGR 10-K & 10-Q changes, risk factors and insider trading
Ranger Energy Services, Inc. · NYSE · Oil & Gas Field Services, Nec · CIK 1699039 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “A substantial portion of our operations is concentrated in the Permian Basin, which exposes us to regional risks.”
New heading “Our customers may be forced to curtail or shut in production due to insufficient transportation and storage capacity.”
New heading “Seasonal weather conditions, climate change, severe weather events and natural disasters could disrupt our operations.”
New heading “Growth, Integration and Execution Risks”
New heading “Customer Concentrations and Commercial Risks”
New heading “Workforce, Safety, and Operational Hazards”
New heading “Regulatory and Environmental Risks”
New heading “Increased attention to sustainability, environmental, social, and governance matters and conservation measures may adversely impact our or our customers’ business.”
New heading “Technology and Cybersecurity Risks”
New heading “Financial Leverage and Liquidity Risks”
New heading “Our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on 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.”
Removed heading “Seasonal weather conditions, climate change, severe weather events and natural disasters could severely disrupt normal operations and harm our business.”
Removed heading “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.”
Removed heading “Customers and Employees”
Removed heading “Our customers may be forced to curtail or shut in production due to a lack of storage capacity.”
Removed heading “Governmental and Regulatory Matters”
Removed heading “Increased attention to sustainability, environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our or our customers’ business.”
Removed heading “Cybersecurity and Data Privacy”
Removed heading “Financial Leverage and Liquidity”
Removed heading “Our Wells Fargo Revolving Credit Facility places certain restrictions on our ability to pay cash dividends on our Class A 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 Stock, the Company will be restricted in its ability to pay a dividend until compliance with the stated criteria is regained.”
Removed heading “Risks Associated with Owning Our Common Stock”
Removed heading “CSL and Other Directors”
Removed heading “CSL, Bayou Holdings and their respective affiliates are not limited in their ability to compete with us, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable CSL and Bayou Holdings to benefit from corporate opportunities that might otherwise be available to us.”
Removed heading “CSL owns a significant portion of our voting stock, and their interests may conflict with those of our other stockholders.”
Removed heading “A significant reduction of CSL’s ownership interests in the Company could adversely affect us.”
Removed heading “Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.”
Largest changes
“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. …”see in full comparison
“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. For example, on February 24, 2022, Russia launched a large-scale invasion of Ukraine that has led to significant armed hostilities. …”see in full comparison
“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. For example, on February 24, 2022, Russia launched a large-scale invasion of Ukraine that has led to significant armed hostilities. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (101)
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.
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.
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.
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. During periods of heavy snow, ice, wind or rain, we may be unable to 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. The E&P activities of our customers may also be affected during such periods of adverse weather conditions. Additionally, extended drought conditions in our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water. 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.
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. 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. The geopolitical and macroeconomic consequences of this invasion and associated sanctions cannot be predicted, and such events could severely impact the world economy. If other current hostilities around the globe continue or escalate, or any other such events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenue. Oil and natural gas‑related facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our customers’ operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.
Industry andIndustry, Economic Conditions and CompetitionCompetitive Risks
Our business is directly affected by our customers’ capital spending to explore for, develop and produce oil and natural gas in the United States.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. Cuts in spending may curtail drilling programs and result in a reduction in the demand for our services, as well as in the prices we can charge. In addition, certain of our customers could become unable to pay their vendors and service providers, including us, as a result of the decline in commodity prices. Reduced discovery rates of new oil and natural gas reserves in our areas of operation as a result of decreased capital spending may also have a negative long‑term impact on our business, even in an environment of stronger oil and natural gas prices, to the extent the reduced number of wells that need our services or equipment more than offsets new drilling and completion activity and complexity. Any of these conditions or events could adversely affect our operating results. If the recent recovery does not continue or our customers fail to further increase their capital spending, it could have a material adverse effect on our business, liquidity position, financial condition, results of operations and prospects.
•actions by the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as RussiaRussia, Saudi Arabia and Saudi Arabia,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;
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.
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.
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. 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. Inflationary factors, such as increases in labor costs, material costs, and overhead costs, may also adversely affect our financial position and operating results.
Our customers may be forced to curtail or shut in production due to insufficient transportation and storage capacity.
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. Some of these areas, including the Denver‑Julesburg Basin and the Bakken Shale, are adversely affected by seasonal weather conditions. During periods of heavy snow, ice, wind or rain, we may be unable to 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. The E&P activities of our customers may also be affected during such periods of adverse weather conditions. Additionally, extended drought conditions in our operating regions could impact our ability or our customers’ ability to source sufficient water or increase the cost for such water. 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.
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. 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. The geopolitical and macroeconomic consequences of this invasion and associated sanctions cannot be predicted, and such events could severely impact the world economy. If other current hostilities around the globe continue or escalate, or any other such events occur, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our services and causing a reduction in our revenue. Oil and natural gas‑related facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our customers’ operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.
Growth, Integration and Execution Risks
Customers and Employees
During the year ended December 31, 2024, four customers accounted for approximately 22%, 13%, 13% and 11%, respectively, each of our consolidated revenues. 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.
Our customers may be forced to curtail or shut in production due to a lack of storage capacity.
Governmental and Regulatory Matters
In most states, our operations and the operations of our customers require permits from one or more governmental agencies in order to perform drilling and completion activities, secure water rights, or other regulated activities. Such permits are typically issued by state agencies, but federal and local governmental permits may also be required. The requirements for such permits vary depending on the location where such regulated activities will be conducted. As with all governmental permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued, and the conditions that may be imposed in connection with the granting of the permit. In addition, some of our customers’ drilling and completion activities may take place on federal land or Native American lands, requiring leases and other approvals from the federal government or Native American tribes to conduct such drilling and completion activities or other regulated activities. 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.
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. 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. Any failure on our part or the part of our customers to comply with these laws and regulations could result in prohibitions or restrictions on operations, assessment of sanctions including administrative, civil and criminal penalties, issuance of corrective action orders requiring the performance of investigatory, remedial or curative activities or enjoining performance of some or all of our operations in a particular area, the occurrence of delays in the permitting or performance of projects and/or government or private claims for personal injury or property or natural resources damages.
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. 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.
Hydraulic fracturing typically is regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such activities. In addition, the EPA finalized regulations that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants.
The EPA also released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances.
Certain of our customers have operations on federal or tribal lands and the U.S. government has considered more stringent regulations for operations on such lands. We cannot predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal or tribal lands. However, any regulations that ban or effectively ban such operations may adversely impact demand for our products and services.
Various state and local governments have also 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. The adoption and implementation of any new laws or regulations that restrict our customers’ ability to dispose of produced water could result in increased operating costs for the customer, which in turn could indirectly reduce demand for our services.
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. If new federal, state or local laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly to perform hydraulic fracturing. Any such regulations limiting or prohibiting hydraulic fracturing could result in decreased oil and natural gas E&P activities and, therefore, adversely affect demand for our services and our business. Such laws or regulations could also materially increase our costs of compliance and doing business.
The threat of climate change continues to attract considerable attention in the United States and in foreign countries. 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. 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. However, there are a number of proposed federal initiatives for climate change legislation that may be passed into law. Moreover, following the U.S. 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 DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States. The federal regulation of methane emissions from oil and gas facilities has been subject to substantially controversy in recent years. 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. 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. 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. 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.
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.
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. 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. 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. Additionally, the Securities and Exchange Commission has proposed new rules relating to the disclosure of a range of climate-related risks. We are currently assessing this rule but, at this time, we cannot predict the costs of implementation or any potential adverse impacts resulting from the rule. To the extent this rule is finalized, we could incur increased costs related to the assessment and disclosure of climate-related risks. In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors.
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. 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. 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. For 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 (“ESG”) matters and conservation measures may adversely impact our or our customers’ business.
Increasing 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. Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us or our customers. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors. 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. 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. Additionally, we may announce various targets or product and service offerings in an attempt to improve our sustainability and ESG profile. 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. 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.
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. 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. 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.
Cybersecurity and Data Privacy
Financial Leverage and Liquidity
As of December 31, 2024 and 2023 our total debt was $0.0 million and $0.1 million, respectively.
Our Wells Fargo Revolving Credit Facility contains certain financial and other restrictive covenants, including a minimum fixed charge coverage ratio during certain testing periods. 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 Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions under certain circumstances that permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay our obligations under the Wells Fargo Revolving Credit Facility.
Our ability to continue to grow through acquisitions or mergers and manage growth will require us to continue to invest in operational, financial and management information systems and to attract, retain, motivate and effectively manage our employees. The inability to effectively manage the integration of acquisitions, including in connection with our corporate reorganization,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.
Customer Concentrations and Commercial Risks
During the year ended December 31, 2025, three customers accounted for approximately 30%, 18%, and 11%, respectively, each of our consolidated revenue. 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.
Workforce, Safety, and Operational Hazards
Regulatory and Environmental Risks
In most states, our operations and the operations of our customers require permits from one or more governmental agencies in order to perform drilling and completion activities, secure water rights, or other regulated activities. Such permits are typically issued by state agencies, but federal and local governmental permits may also be required. The requirements for such permits vary depending on the location where such regulated activities will be conducted. As with all governmental permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued, and the conditions that may be imposed in connection with the granting of the permit. In addition, some of our customers’ drilling and completion activities may take place on federal land or Native American lands, requiring leases and other approvals from the federal government or Native American tribes to conduct such drilling and completion activities or other regulated activities. 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 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.
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. 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. Any failure on our part or the part of our customers to comply with these laws and regulations could result in prohibitions or restrictions on operations, assessment of sanctions including administrative, civil and criminal penalties, issuance of corrective action orders requiring the performance of investigatory, remedial or curative activities or enjoining performance of some or all of our operations in a particular area, the occurrence of delays in the permitting or performance of projects and/or government or private claims for personal injury or property or natural resources damages.
Although we do not perform hydraulic fracturing, many of our customers rely on this practice. Hydraulic fracturing typically is regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuel and issued permitting guidance that applies to such activities. In addition, the EPA finalized regulations that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants.
The EPA also released its final report on the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances. Certain of our customers have operations on federal or tribal lands and the U.S. government has considered more stringent regulations for operations on such lands. We cannot predict the final scope of regulations or restrictions that may apply to oil and gas operations on federal or tribal lands. However, any regulations that ban or effectively ban such operations may adversely impact demand for our products and services.
Management's Discussion & Analysis (MD&A)
Removed heading “Eclipse Loan and Security Agreement”
Removed heading “Secured Promissory Note”
Largest changes
“In November 2025 the Company completed the acquisition of AWS, which operates a fleet of high specification rigs and complementary supporting equipment within the Permian Basin, for a total estimated consideration of approximately $88.6 million, consisting of $61.8 million in cash paid at closing, net of a $3.0 million working capital adjustment, 1,998,401 shares of Class A Common Stock issued to the seller, and a $2.3 million contingent consideration measured at fair value that the seller is eligible to receive based on the performance of the AWS acquisition during the 12 months following …”see in full comparison
As the Company looks ahead tosee in full comparison2025,2026, we anticipatesteadythat our core businessopportunitieswillasremainbothresilient in theU.S.faceandofglobalcontinuedeconomiesmacroeconomiccontinue to demonstrate resilience.pressures. Wefurtherexpect our financial results to showslightmeaningful year-over-yearimprovement.improvement,Accordingdriven by our production-oriented focus, our continued relationships with our core customers that represent the largest E&P businesses in the Lower 48, and our increased exposure to theInternationalPermianEnergyBasinAgency,followingglobalthe acquisition of AWS. We believe the acquisition of AWS will deliver more than $36.0 million in Adjusted EBITDA in fiscal year 2026, while legacy Ranger business lines are expected to remain largely flat year-over-year in the current oildemandandisgasprojected to increase by 1.1 million barrels per day in 2025, compared to demand growth of 1.2 million barrels per day in 2024.environment. As we are a production-focused business with solely domestic operations, we havealsoconsidered the U.S. Energy Information Administration’s (“EIA”) estimate that daily crude oil production in theUnited StatesU.S. is expected toincreaseremain flat from 2025 to13.52026 at 13.6 million barrels per day, up from 13.2 million barrels per day in 2024.ItTheisEIAanticipated by the International Energy Agencyestimates thatOPEC+Lowerwill48begincrudeincreasingoil production in2025,thewhileU.S.demandis expected to average 11.1 million barrels per day in 2026, down from 11.3 million barrels per day in 2025 but still up from 11.0 million barrels per day in 2024. In the Permian Basin, where we have our largest base of operations following the acquisition of AWS, crude oil production is expected to remainrelativelyflatmuted.from 2025 to 2026 at 6.6 million barrels per day, up from 6.3 million barrels per day 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$74$56 per barrel during20252026 as compared to $69 per barrel in 2025 and $81 per barrel in 2024. Our business should benefit from increased demand for natural gas, driven by domestic electricity demand and international demand for increasing LNG exports from the U.S. Whileweourdodirectnotexposurehavetosignificant gas market exposure, we expect some tailwinds innatural gas marketsasisbeinglimitedpotentiallyinbeneficialcomparison to ourbusinesscrudeasoil exposure, theU.S.assetsEnergybothInformationweAdministrationandforecastsour competition operate in basins are capable of being deployed across both crude oil and natural gasspot prices of $3.10 per million BTUwells andU.S. LNG exports of 14 billion cubic feet per daytightening in2025,eithercomparedmarkettoshould2024benefitactualthefiguresbroaderofcomplex.$2.10We also see potential tailwinds for our Torrent natural gas processing solution as increases in regulatory requirements around flaring and12naturalbilliongascubicdemandfeet,providerespectively.a positive long-term setup.
“Wireline Services. 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. 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. …”see in full comparison
“Processing Solutions and Ancillary Services. 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. These increases were driven by higher activity levels and the inclusion of $6.2 million of costs related to operations acquired in the AWS Acquisition. …”see in full comparison
Full comparison: every changed paragraph (61)
We are a provider of onshore high specification well service rigs and complementary services in the United States.U.S. We provide an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing, maintaining and enhancing the flow of oil and natural gas throughout the productive life of a well. Additionally, we serve to assist our customers in decommissioning wells at the end of their economic life. 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,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.
As the Company looks ahead to 2025,2026, we anticipate steadythat our core business opportunitieswill asremain bothresilient in the U.S.face andof globalcontinued economiesmacroeconomic continue to demonstrate resilience.pressures. We further expect our financial results to show slightmeaningful year-over-year improvement.improvement, Accordingdriven by our production-oriented focus, our continued relationships with our core customers that represent the largest E&P businesses in the Lower 48, and our increased exposure to the InternationalPermian EnergyBasin Agency,following globalthe acquisition of AWS. We believe the acquisition of AWS will deliver more than $36.0 million in Adjusted EBITDA in fiscal year 2026, while legacy Ranger business lines are expected to remain largely flat year-over-year in the current oil demandand isgas projected to increase by 1.1 million barrels per day in 2025, compared to demand growth of 1.2 million barrels per day in 2024.environment. As we are a production-focused business with solely domestic operations, we have also considered the U.S. Energy Information Administration’s (“EIA”) estimate that daily crude oil production in the United StatesU.S. is expected to increaseremain flat from 2025 to 13.52026 at 13.6 million barrels per day, up from 13.2 million barrels per day in 2024. ItThe isEIA anticipated by the International Energy Agencyestimates that OPEC+Lower will48 begincrude increasingoil production in 2025,the whileU.S. demandis expected to average 11.1 million barrels per day in 2026, down from 11.3 million barrels per day in 2025 but still up from 11.0 million barrels per day in 2024. In the Permian Basin, where we have our largest base of operations following the acquisition of AWS, crude oil production is expected to remain relativelyflat muted.from 2025 to 2026 at 6.6 million barrels per day, up from 6.3 million barrels per day 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 $74$56 per barrel during 20252026 as compared to $69 per barrel in 2025 and $81 per barrel in 2024. Our business should benefit from increased demand for natural gas, driven by domestic electricity demand and international demand for increasing LNG exports from the U.S. While weour dodirect notexposure haveto significant gas market exposure, we expect some tailwinds innatural gas markets asis beinglimited potentiallyin beneficialcomparison to our businesscrude asoil exposure, the U.S.assets Energyboth Informationwe Administrationand forecastsour competition operate in basins are capable of being deployed across both crude oil and natural gas spot prices of $3.10 per million BTUwells and U.S. LNG exports of 14 billion cubic feet per daytightening in 2025,either comparedmarket toshould 2024benefit actualthe figuresbroader ofcomplex. $2.10We also see potential tailwinds for our Torrent natural gas processing solution as increases in regulatory requirements around flaring and 12natural billiongas cubicdemand feet,provide respectively.a positive long-term setup.
During 2021,the 2022,last 2023five and 2024,years, the Company placed significant focus on acquiring and integrating assets and associated operations, described below, into current business processes. Through these acquisitions and their subsequent integrations, Ranger has continued to refine its business strategies and processes to focus on the performance of the Company and anticipates that acquisitions will continue to play a key role in the business going forward.
TheDuring largest of its recent acquisitions took place during the fall of 2021 when2021, Ranger Energy Acquisition, LLC,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. Purchased assets included well servicing rigs, fishing and rental assets, coiled tubing units, and rolling stock assets required to support the operating assets as well as certain real property. Separately, during 2021, the Company made two additional acquisitions of wireline service providers that operated throughout the Permian, Denver-Julesburg and Powder River Basins and the Bakken Shale. These acquisitions significantly expanded the scale and scope of the existing wireline business. During 2023, the Company complemented the earlier acquisitions with the purchase of certain pumping assets and associated equipment to continue to bolster its wireline segment capabilities.
In November 2025 the Company completed the acquisition of AWS, which operates a fleet of high specification rigs and complementary supporting equipment within the Permian Basin, for a total estimated consideration of approximately $88.6 million, consisting of $61.8 million in cash paid at closing, net of a $3.0 million working capital adjustment, 1,998,401 shares of Class A Common Stock issued to the seller, and a $2.3 million contingent consideration measured at fair value that the seller is eligible to receive based on the performance of the AWS acquisition during the 12 months following the acquisition date. To fund the cash portion of the acquisition, the Company borrowed $22.0 million under its Wells Fargo Revolving Credit Facility, of which $18.5 million has since been repaid, leaving a balance of $3.5 million as of December 31, 2025. As a result, the Company maintained substantial available liquidity following the acquisition. The business is highly complementary to our existing services and is expected to contribute more than $36.0 million in Adjusted EBITDA in fiscal year 2026 as it is integrated into the Company. The financial results of AWS subsequent to the acquisition date are included within the High Specification Rigs and Processing Solutions and Ancillary Services reporting segments. 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.
During 2023, the Company complemented the earlier acquisitions with the purchase of certain pumping assets and associated equipment to continue to bolster its wireline segment capabilities. While no deals were completed in 2024, we remained active in the pursuit of accretive opportunities and will continue to do so during 2025.
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, 20242025 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.2025. For further information, please see “Part II, Item 9A. Controls and Procedures.”
We provide services within the United StatesU.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.
•High Specification Rigs. Provides high specification well service rigs to facilitate operations throughout the life cyclelifecycle of a well.
•Processing Solutions and Ancillary Services. Provides complimentaryother services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. TheThese services primarily include equipment rentals, coil tubing, 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 expensesexpense and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirementsimpairments and other items similar in nature.
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. Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment. Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, customers are billed upon the completion of the well, on a monthly basis, or on a per job basis. The rates for which the customer is billed is generally predetermined based upon a contractual agreement.
We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense. While weWe 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.
We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. The Chief Operating Decision Maker (“CODM”) primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑basedequity-based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition‑relatedacquisition-related costs, severance and reorganization costs, gain on sale of assets, significant and unusual legal fees and settlements, impairment of fixedassets, assets,employee retention credit, inventory adjustment, and certain other non‑cashnon-cash and certain other items that we do not view as indicative of our ongoing performance. 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. GAAP”).
High Specification Rigs. 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. 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. 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. 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. 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. These declines were offset by wireline production service revenue, which increased year over year by $4.4 million reflecting increased operational activity and an intentional management decision to pivot to production related work.
Processing Solutions and Ancillary Services. 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. The increase reflects higher activity in other Ancillary Services lines with revenue growth in our rentals, plugging and abandonment, and logistics service lines of $5.5 million, $1.1 million, and $1.1 million, respectively. 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.
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. 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. High Specification Rig cost of services increased $17.9 million, or 7%, to $267.1 million for the year ended December 31, 2024 from $249.2 million for the year ended December 31, 2023. The increase was primarily attributable to an increase in variable expenses, notably employee-related labor, repair and maintenance, and travel costs of $11.4 million, $3.2 million and $2.6 million, respectively. 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. 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. 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. 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. The decrease in completion service line costs was offset by an increase in costs from the production service line to drive expanding activity levels.
Processing Solutions and Ancillary Services. 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. The decrease is primarily attributable to decreased employee labor, repair and maintenance, travel, and fuel costs which amounted to $2.9 million, $1.6 million, $1.5 million and $0.9 million in cost reductions, respectively. 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. 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.
DepreciationHigh andSpecification Amortization.Rigs. DepreciationHigh andSpecification amortizationRig revenue increased $4.2$10.9 million, or 11%,3%, to $44.1$347.0 million for the year ended December 31, 20242025 from $39.9$336.1 million for the year ended December 31, 2023.2024. The increase wasin largelyrevenue attributablereflects revenue growth of $17.1 million related to capitalthe expendituresAWS duringacquisition 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. 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 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. 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. 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. 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 million. These increases were partially offset by declines in our plugging and abandonment and coil tubing services, which decreased by $4.5 million and $2.6 million, respectively.
Interest Expense, net. 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. The decrease in net interest expense was attributable to the decreased levels of borrowings year over year in conjunction with refinancings completed during the second quarter of 2023 resulting in lower borrowing costs.
IncomeCost Taxof Expense.services Income(exclusive taxof expensedepreciation increasedand $0.4amortization). Cost of services (exclusive of depreciation and amortization) decreased $16.2 million, or 6%,3%, to $7.6$456.6 million for the year ended December 31, 20242025 from $7.2$472.8 million for the year ended December 31, 2023.2024. The increase in income tax expense resulted fromAs a one-timepercentage discreetof benefitrevenue, recordedcost duringof services was approximately 83% for both the yearyears ended December 31, 2023.2025 and 2024, respectively. 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. 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. 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. 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. 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. 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. These increases were driven by higher activity levels and the inclusion of $6.2 million of costs related to operations acquired in the AWS Acquisition. 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 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. The increase in general and administrative expenses is primarily due to higher personnel costs driven by an increase in the Company headcount as a result of the AWS acquisition, coupled with legal fees and transactional costs.
Depreciation and Amortization. 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. 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. 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. The decrease in income tax expense resulted from a decrease in profit before tax when compared to the prior period.
Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑basedequity-based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition relatedacquisition-related costs, severance and reorganization costs, gain on sale of assets, significant and unusual legal fees and settlements, impairment of fixedassets, assets,employee retention credit, inventory adjustment, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.
The following is an analysis of our Adjusted EBITDA. See “Part II, Item 8. Financial Statements and Supplementary Data— Note 1617 — Segment Reporting” and “—Results of Operations” for further details (in millions).
High Specification Rigs. High Specification Rigs Adjusted EBITDA increaseddecreased $6.4slightly by $0.2 million to $70.5$70.3 million from $64.1$70.5 million primarily due to an increase in revenue of $22.8 million partially offset by an increase in cost of services of $17.9$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. Wireline Services Adjusted EBITDA decreased $16.6$3.8 million to $3.5a loss of $0.3 million from $20.1earnings 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. Processing Solutions and Ancillary Services Adjusted EBITDA increaseddecreased $4.2$2.7 million to $26.6$23.9 million from $22.4$26.6 million due to an increase in revenue of $0.6 million coupled with a decrease in cost of services of $3.4$8.9 million, drivenslightly offset by increasinga operationalcorresponding activityincrease andin increasedrevenue contributionof from$6.2 higher margin service lines.million.
Other. Other Adjusted EBITDA improved $0.5$1.0 million for the year ended December 31, 20242025 to a loss of $21.7$20.7 million from a loss of $22.2$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. The year over year reduction is attributable to certain reduced personnel costs and professional fees.
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. As of December 31, 2024,2025, we had total liquidity of $112.1$67.7 million, consisting of $40.9$10.3 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $71.2$57.4 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0$64.4 million, net of no$3.5 million in borrowings and $3.8$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 $72.6$71.2 million as of December 31, 2023.2024. The decrease in total loan capacity compared to December 31, 2024 was primarily attributable to a reduction in the borrowing base, as the Wells Fargo Revolving Credit Facility is subject to a borrowing base determined by eligible accounts receivable and eligible unbilled revenue, less certain reserves. In connection with the AWS acquisition, certain acquired accounts receivable and unbilled revenue were not included in the borrowing base as of December 31, 2025, which reduced the total loan capacity under the facility. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long-term liquidity requirements and comply with the covenants of our debt agreements. For further details, see “— Debt Agreements.”
Net cash flows from operating activities decreased $6.3$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 compared to $90.8 million for the year ended December 31, 2023.2024. The change in cash flows from operating activities is primarily attributable to the change in working capitalcapital, which decreased toby $12.4 million, from a $7.6 million source of cash for the year ended December 31, 2024 fromto $12.9a $4.8 million use of cash for the year ended December 31, 2023 which was2025, largely due to a decrease in contractaccounts assetspayable and accountsaccrued payableexpenses balances, offset by collectionsa ofdecrease accountsin receivable.prepaid expenses.
Net cash flows used in investing activities increased $1.4$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 compared to $29.7 million for the year ended December 31, 2023.2024. The change in cash flows from investing activities is largely attributable to slight increases in fixed asset additions that took place during the yearAWS ended December 31, 2024 and less proceeds from asset disposals relative to thoseacquisition that occurred duringNovember the7, year ended December 31, 2023.2025.
Net cash flows used in financing activities decreased $20.9$4.7 million, or 43%,17%, to cash$23.5 usedmillion offor the year ended December 31, 2025 compared to $28.2 million for the year ended December 31, 2024 compared $49.1 million for the year ended December 31, 2023.2024. For the year ended December 31, 2024,2025, cash used in financing activities was primarily allocated to the repurchase of Class A Common Stock totaling $15.5$12.2 million, compared to $19.3$15.5 million in the prior year (see Part II, Item 8. Financial Statements and Supplementary Data — Note 1011 — Equity). Additionally, the Company consolidatedhad its$3.5 debtmillion and repaid the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note within borrowings fromunder the new 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 910 — Debt). These repayments, totaling $19.1 million, reflect the Company’s ability to pay down debt in 2023 with proceeds generated from operating activities.
During the yearyears ended December 31, 2025 and 2024, the Company added fixed assets of $8.6$8.9 million and $4.6$8.6 millionmillion, respectively, primarily related to finance leased assetsassets, and asset trades, respectively, across all operating segments. This compares to $10.0$1.8 million and $1.1$4.6 millionmillion, respectively, primarily related to finance leased assets and asset trades, respectively, for the year ended December 31, 2023.trades. Additionally, the Company paid approximately $2.0 million inof interest related to debt and finance leased assets duringin 2024,both comparedfiscal toyear $1.42025 and 2024. During fiscal year 2025, the Company issued 1,998,401 shares of Class A Common Stock, with a total value of $27.5 million duringbased 2023.on the Company’s stock price on the acquisition date, as part of the consideration for the acquisition of AWS.
Our working capital, which we define as total current assets less total current liabilities, was $78.7$52.0 million and $66.4$78.7 million as of December 31, 20242025 and 2023,2024, respectively. IncreasingDecreasing cash balances related to the AWS acquisition contributed most significantly to the working capital increasedecrease year over year.
The Company has up to $5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment. AtAs loanof origination,December the31, Company2025, had a LetterLetters of Credit inoutstanding thetotaled amount$3.5 million. These Letters of $1.6Credit million,are primarily to be utilized for working capital andcapital, general corporate purposes, asand needed.to On September 25, 2023,support the CompanyCompany’s enteredinsurance intoprograms, anand agreementhave been amended periodically in connection with Wellsannual Fargoinsurance Bank,renewals. N.A. which designated an additionalOne Letter of Credit intotals the amount of $1.6$2.8 million asand parta of incremental collateral requirements for the Company’s 2024 insurance renewal. The initial maturity date was September 25, 2024, with provisions for automatic annual renewal related to the same insurance policy. On September 25, 2024, the amount of thesecond Letter of Credit wastotals increased$0.7 to $2.1 million as part of incremental collateral requirements for the Company’s 2025 insurance renewal,million, with a new maturity date of September 25,19, 2025.2026. The interest rate forapplicable thisto Letterthe Letters of Credit was approximately 1.8%2.0% for the month ended December 31, 2024.2025.
The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note. 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 subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and unbilled revenue less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions which under certain circumstances permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as Long-term debt,a current portionliability on the Consolidated Balance Sheet.
Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $75.0$64.4 million, which is based on a borrowing base certificate in effect as of December 31, 2024.2025. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base. The Company didhad not have anyoutstanding borrowings of $3.5 million under the Wells Fargo Revolving Credit Facility asand ofhad December 31, 2024. The Company does have $3.8$3.5 million in Letters of Credit open under the facility, leaving a residual $71.2$57.4 million available for borrowings as of December 31, 2024.2025. Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2%5.9% for the year ended December 31, 2024.2025. Our borrowing base does not include any accounts receivable or unbilled revenue from the acquisition of AWS as of December 31, 2025. These balances will be considered for the borrowing base in fiscal year 2026 as the business is integrated into the Company’s financial reportings under the Credit Agreement.
Eclipse Loan and Security Agreement
On September 27, 2021, the Company entered into a loan and security agreement with Eclipse Business Capital LLC (“EBC”) and Eclipse Business Capital SPV, LLC, as administrative agent providing the Company with a senior secured credit facility in an aggregate principal amount of $77.5 million, consisting of (i) a revolving credit facility in an aggregate principal amount of up to $50.0 million (the “EBC Revolving Credit Facility”), (ii) a machinery and equipment term loan facility in an aggregate principal amount of up to $12.5 million (the “M&E Term Loan Facility”) and (iii) a term loan B facility in an aggregate principal amount of up to $15.0 million (the “Term Loan B Facility”). On August 16, 2022, the Company fully repaid the Term Loan B Facility and M&E Term Loan Facility, making principal payments totaling $12.4 million and $1.5 million, respectively. On May 31, 2023, the Company extinguished the Eclipse Revolving Credit Facility and Eclipse M&E Term Loan Facility, paying the remaining principal amount of $8.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility. The Company recognized a loss on the retirement of debt of $2.4 million in connection with the initiation of the Wells Fargo Revolving Credit Facility.
Secured Promissory Note
On July 8, 2021, the Company acquired the assets of PerfX Wireline Services (“PerfX”), a provider of wireline services that operated in Williston, North Dakota and Midland, Texas. In connection with the PerfX acquisition, Bravo Wireline, LLC, a wholly owned subsidiary of Ranger, entered into a secured promissory note with Chief Investments, LLC, as administrative agent, for the financing of certain assets acquired. On May 31, 2023, the Company made principal payments totaling $5.4 million to extinguish the debt, using funds from the Wells Fargo Revolving Credit Facility.
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 yearsyear ended December 31, 2024 and 2023,2024, the Company paid down the Installment Agreements by $0.1 million and $0.4 million, respectively.million. As of the year ended December 31, 2024, the Company had fully paid the Installment Agreements.
OnIn March 7, 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. On March 4, 2024, the Company announced that itsthe Board of Directors approved for an additional share repurchasesrepurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. During the year ended December 31, 2025, the Company repurchased 994,400 shares of the Company’s Class A Common Stock for a total of $12.3 million, net of tax, on the open market. 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 program announced on March 7, 2023 and $38.2 million remained available under the share repurchase program.
In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company increased the quarterly dividend to $0.06 per share in 2025. The Company 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$5.5 million and $2.4$4.5 million to stockholders for the year ended December 31, 20242025 and 2023,2024, respectively. The declaration of any future dividends is subject to the Board of Directors’ discretion and approval.
The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. There can be no assurance that we will pay a dividend in the future.
The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed are based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates and the number of years on which to base the cash flow projections, as well as other assumptions and estimates used to determine the cash inflows and outflows. 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.reasonable However,at athat change in facts and circumstances as of the acquisition date can result in subsequent adjustments during the measurement period, but no later than one year from the acquisition date.time.
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. ChangesWhile these assumptions impact the resulting fair value, they are generally based on observable market data, including our own stock price, and changes in these assumptions could changeaffect the fair valueamount of our unit-based awards and associated compensation expense recognized in our consolidated statements of operations.
What changed in the latest 10-Q
Risk Factors
Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A Common Stock are described under “Risk Factors,” included in our Annual Report. This information should be considered carefully, together with other information in the Quarterly Report and the other reports and materials we file with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025”
New heading “Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025”
Largest changes
“Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025”see in full comparison
“Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025”see in full comparison
“High Specification Rigs. High Specification Rigs cost of services for the six months ended June 30, 2026 increased $42.4 million, or 31%, to $181.2 million from $138.8 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase in variable expenses, most significant of which are employee-related labor costs, repair and maintenance, travel, and fuel costs, which amounted to $19.0 million, $5.5 million, $3.3 million and $3.3 million, respectively. …”see in full comparison
“Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the six months ended June 30, 2026 increased $15.6 million, or 31%, to $66.2 million from $50.6 million for the six months ended June 30, 2025. The increase was primarily attributable to increased employee labor and repair and maintenance costs which amounted to $5.5 million and $2.7 million, respectively. These increases were driven by higher activity levels and the inclusion of $15.0 million of costs related to operations acquired in the AWS Acquisition. …”see in full comparison
Market conditions across the oilfield services sectorsee in full comparisonremainedwere mixed during thefirstsecond quarter of 2026.WhileGeopoliticalrecentdevelopmentsgeopoliticalandeventsdisruptionshavetoincreasedglobalvolatilityoilinsupply contributed to elevated commodityprices,pricestheand continued market volatility. The Companycontinues to expectexpects customer activity to continue to be shaped primarily by operators’ longer-term capital discipline, basin-level economics and production priorities rather than short-term commodity price movements alone. Our production-oriented service lines continue to support relative resilience in our corebusiness,business.althoughAlthough elevated commodity prices and potential supply constraints may support customer activity in theCompanynearisterm,moretheoptimistictimingwithandrespectextenttoof any corresponding changes in customer spendingtrends,inindustrythecompetitionmid to longer term is unclear. The longer global oil andthe potential for activity adjustments if commoditygas supplyremains disrupted by current geopolitical events. Over the longer term, if thesechain disruptions persist, there is an increased likelihood ofansupply shortages which could drive up commodity prices further. Elevated prices may cause ultimate demand weakening which wouldalsohave the potential to affect North American oil and gas activity.
High Specification Rigs. High Specification Rigs cost of services for the three months endedsee in full comparisonMarchJune31,30, 2026 increased$15.3$24.3 million, or22%,35%, to$85.4$93.0 million from$70.1$68.7 million for the three months endedMarchJune31,30, 2025. The increase is primarily attributable to increased employeelabor andlabor, repair andmaintenancemaintenance, and fuel costs which amounted to$6.5$11.7 million, $2.9 million and$2.4$2.6 million, respectively. These increases were driven by higher activity levels and the inclusion of$21.6$22.8 million of costs related to the AWSacquisition.Acquisition. As a percentage of High Specification Rigs revenue, cost of serviceswasremained stable from 80% for the three months endedMarchJune31,30,2026,2025consistenttowith 80%82% for the three months endedMarchJune31,30,2025.2026. The three months ended June 30, 2026 period also included an unusual state tax audit levy for $750,000 that is undergoing challenge presently.
Full comparison: every changed paragraph (69)
The following discussion and analysis should be read in conjunction with the historical financial statements and related notes included in Part I, Item 1. Financial Statements (Unaudited) of this Quarterly Report on Form 10-Q (the “Quarterly Report”). This discussion contains “forward-looking statements” reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, market prices and demand for oil and natural gas, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed elsewhere in this report. Please read the Cautionary Statement Regarding Forward-Looking Statements. Also, please read the risk factors and other cautionary statements described under “Risk Factors” in this Quarterly Report and in our Annual Report. We assume no obligation to update any of these forward-looking statements except as required by law. Except as otherwise indicated or required by the context, all references in this Quarterly Report to the “Company,” “Ranger,” “Ranger, Inc.,” “we,” “us,” or “our” relate to Ranger Energy Services, Inc. and its consolidated subsidiaries.
Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as well installation, commissioningcommissioning, and operatingoperation of modular equipment, which are conducted in three reportable segments, as follows:
For additional financial information about our segments, please see “Item 1. Financial InformationStatements (Unaudited)—Note 1617 — Segment Reporting.”
Market conditions across the oilfield services sector remainedwere mixed during the firstsecond quarter of 2026. WhileGeopolitical recentdevelopments geopoliticaland eventsdisruptions haveto increasedglobal volatilityoil insupply contributed to elevated commodity prices,prices theand continued market volatility. The Company continues to expectexpects customer activity to continue to be shaped primarily by operators’ longer-term capital discipline, basin-level economics and production priorities rather than short-term commodity price movements alone. Our production-oriented service lines continue to support relative resilience in our core business,business. althoughAlthough elevated commodity prices and potential supply constraints may support customer activity in the Companynear isterm, morethe optimistictiming withand respectextent toof any corresponding changes in customer spending trends,in industrythe competitionmid to longer term is unclear. The longer global oil and the potential for activity adjustments if commoditygas supply remains disrupted by current geopolitical events. Over the longer term, if thesechain disruptions persist, there is an increased likelihood of ansupply shortages which could drive up commodity prices further. Elevated prices may cause ultimate demand weakening which would also have the potential to affect North American oil and gas activity.
The Company continues to monitor macroeconomic and industry developments that may affect demand for its services. During the second quarter of 2026, the West Texas Intermediate (“WTI”) crude oil spot price averaged approximately $96 per barrel, compared to approximately $72 per barrel during the first quarter of 2026 and approximately $65 per barrel during the second quarter of 2025. For the six months ended June 30, 2026, the WTI crude oil spot price averaged approximately $84 per barrel, compared to approximately $68 per barrel during the same period in 2025. The U.S. Energy Information Administration (“EIA”) noted in its MarchJuly 2026 Short TermShort-Term Energy Outlook that BrentWTI crude oil prices are expected to remainaverage aboveapproximately $95$70 per barrel in the near term before declining below $80 per barrel induring the third quarter of 2026 andbefore averagingdeclining to approximately $70$66 per barrel induring the fourth quarter of 2026, as growing oil inventories begin to weigh on prices.2026. The EIA also forecast U.S. crude oil production to average 13.6approximately 13.7 million barrels per day in 2026.
Although near-term commodity prices have been impacted by recent disruptions in the Middle East, the Company believes customers will continue to prioritize efficient production from existing wells and disciplined development activity. As a provider of production- and completion-oriented well services with solely domestic operations, we believe our service offering is positioned to benefit from customer demand tied to maintaining and enhancing production. However, prolonged weakness in oil prices, sustained inflationary pressures, increased competitive pricing or reductions in customer capital spendingspending, weakening oil demand, sustained cost inflation or increased competitive pricing pressures could adversely affect utilization, pricing and financial results, particularly in service lines more directly exposed to discretionary completions activity.
Following the acquisition of AWS in November 2025, the Company entered 2026 withhas a larger presence in the Permian Basin and an operating footprint more heavily concentrated in this basin than in prior operating periods. AWS complements the Company’s existing service offerings,offerings and thecontributed Company expectsto the acquisition to contribute to improvedCompany’s financial performanceresults induring the first half of 2026. During the remainder of the year, the Company isremains focused on integratingcontinuing to realize the AWSexpected operationsbenefits intoof itsthe business,acquisition, maintaining service quality for customers and preserving liquidity and balance sheet flexibility.
The Company also continues to monitor longer-term trends that may influence demand for its services, including ongoing regulatory focus on emissions and flaring, the pace of natural gas infrastructure development and data center power demands and also changing customer demand for field-level gas processing solutions. While the Company’s direct exposure to natural gas markets is more limited than its exposure to crude oil markets, these factors could provide incremental support for certain of the Company’s service offerings.
Rig hours and stage counts, as itthey relatesrelate 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. Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment. Generally, during the period in which our services are being provided, our customers are billed on an hourly basis for our high specification rigrigs services or, as it relates to our wireline services, customers are billed upon the completion of the well, on a monthly basis, or on a per job basis. The rates forat which the customercustomers isare billed isare generally predetermined based upon a contractual agreement.
General & Administrative. General and administrative expenses are corporate in nature and are included within Other. These costs include the majority of centrally-located company management and administrative personnel and are not attributable to any of our lines of businessesbusiness noror reporting segments.
We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense. We believe this is a key financial metric as it provides insight oninto profitability and operational performance based on the historical cost basis of our assets.
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 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 or loss on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, adjustment to contingent consideration, and certain other non‑cash and certain other items that we do not view as indicative of our ongoing performance. 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 U.S. GAAP.
Three Months Ended MarchJune 31,30, 2026 compared to Three Months Ended MarchJune 31,30, 2025
Revenue. Revenue for the three months ended MarchJune 31,30, 2026 increased $23.9$35.9 million, or 18%,26%, to $159.1$176.5 million from $135.2$140.6 million for the three months ended MarchJune 31,30, 2025. The change in revenue by segment was as follows:
High Specification Rigs. High Specification Rigs revenue for the three months ended MarchJune 31,30, 2026 increased $18.7$27.1 million, or 21%,31%, to $106.2$113.4 million from $87.5$86.3 million for the three months ended MarchJune 31,30, 2025. The increase in revenue reflects revenue growth of $26.3$30.3 million related to the AWS acquisitionAcquisition and included a corresponding increase in total rig hours to 145,400146,800 hours for the three months ended MarchJune 31,30, 2026 from 115,700117,000 hours reported for the three months ended MarchJune 31,30, 2025. Hourly rig rates increased to $772 per hour for the three months ended June 30, 2026 from $738 per hour for the three months ended June 30, 2025, largely reflecting the pass through of fuel surcharges as well as certain changes in asset and regional revenue mix.
Wireline Services. Wireline Services revenue for the three months ended MarchJune 31,30, 2026 decreased $6.6$3.5 million, or 38%,16%, to $10.6$18.6 million from $17.2$22.1 million for the three months ended MarchJune 31,30, 2025. The decreased revenue was primarily attributable to a $2.4 million decrease in demandproduction asservices revenue and a $1.5 million decrease in completion services revenue, partially offset by a $0.4 million increase in pump down services revenue. Completion services revenue decreased by $3.2 million, where there wasdespite a 47%2% decreaseincrease in completed stage counts to 7402,560 for the three months ended MarchJune 31,30, 2026 from 1,4002,500 for the three months ended MarchJune 31,30, 2025.2025, Thisprimarily is coupled byreflecting a decreasechange in productioncustomer and pumpjob down services revenue by $2.3 million and $1.1 million, respectively.mix.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the three months ended MarchJune 31,30, 2026 increased $11.8$12.3 million, or 39%,38%, to $42.3$44.5 million from $30.5$32.2 million for the three months ended MarchJune 31,30, 2025. The increase reflects higher activity in other Ancillary Services lines with revenue growth of $13.4$9.5 million related to the AWS acquisition.Acquisition and increases also within primarily the plugging and abandonment and Torrent legacy service lines.
Cost of services (exclusive of depreciation and amortization). Cost of services for the three months ended MarchJune 31,30, 2026 increased $15.2$27.7 million, or 13%,24%, to $130.6$142.7 million from $115.4$115.0 million for the three months ended MarchJune 31,30, 2025. As a percentage of revenue, cost of services was 82%81% and 85%82% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The change in cost of services by segment was as follows:
High Specification Rigs. High Specification Rigs cost of services for the three months ended MarchJune 31,30, 2026 increased $15.3$24.3 million, or 22%,35%, to $85.4$93.0 million from $70.1$68.7 million for the three months ended MarchJune 31,30, 2025. The increase is primarily attributable to increased employee labor andlabor, repair and maintenancemaintenance, and fuel costs which amounted to $6.5$11.7 million, $2.9 million and $2.4$2.6 million, respectively. These increases were driven by higher activity levels and the inclusion of $21.6$22.8 million of costs related to the AWS acquisition.Acquisition. As a percentage of High Specification Rigs revenue, cost of services wasremained stable from 80% for the three months ended MarchJune 31,30, 2026,2025 consistentto with 80%82% for the three months ended MarchJune 31,30, 2025.2026. The three months ended June 30, 2026 period also included an unusual state tax audit levy for $750,000 that is undergoing challenge presently.
Wireline Services. Wireline Services cost of services for the three months ended MarchJune 31,30, 2026 decreased $9.6$5.5 million, or 47%,27%, to $10.7$15.2 million from $20.3$20.7 million for the three months ended MarchJune 31,30, 2025. The decrease is primarily attributable to a decrease in costs from the completion services line by approximately $4.2$2.4 million as the Company reorganized this service line in response to lower operationoperating activity. Additionally, costs decreased within production and pump down services by $3.6$2.2 million and $1.8$0.9 million, respectively. As a percentage of Wireline Services revenue, cost of services decreased from 118%94% for the three months ended MarchJune 31,30, 2025 to 101%82% for the three months ended MarchJune 31,30, 2026. These cost reductions reflect the Company’s efforts to align the Wireline Services cost structure with current activity levels, which contributed to improved profitability despite continued pressure on revenue.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the three months ended MarchJune 31,30, 2026 increased $9.5$8.9 million, or 38%,35%, to $34.5 million from $25.0$25.6 million for the three months ended MarchJune 31,30, 2025. The increase is primarily attributable to increased employee labor and repair and maintenance costs which amounted to $3.2$3.1 million and $1.6$1.4 million, respectively. These increases were driven by higher activity levels and the inclusion of $11.3$6.8 million of costs related to operations acquired in the AWS Acquisition. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services wasimproved 82%from 80% for the three months ended MarchJune 31,30, 2026,2025 consistentto with 82%78% for the three months ended MarchJune 31,30, 2025.2026.
General & Administrative. General and administrative expenses for the three months ended MarchJune 31,30, 2026 increased $0.7$0.6 million, or 10%,9%, to $7.8$7.6 million from $7.1$7.0 million for the three months ended MarchJune 31,30, 2025. TheThis increase iswas primarily attributabledue to increased employee labor and accountingother andcosts professionalrelated fees.to the AWS Acquisition.
Depreciation and Amortization. Depreciation and amortization for the three months ended MarchJune 31,30, 2026 increased $5.6$4.7 million, or 53%,43%, to $16.2$15.6 million from $10.6$10.9 million for the three months ended MarchJune 31,30, 2025. The increase is primarily due to the inclusion of depreciation associated with assets acquired in the AWS Acquisition.
Interest Expense, net. Interest expense, net for the three months ended June 30, 2026 increased $1.0 million, or 1000%, to $1.1 million from $0.5$0.1 million for the three months ended MarchJune 31,30, 2025 to $0.8 million for the three months ended March 31, 2026.2025. The increase to net interest expense was attributable to the increased principal balance on our Wells Fargo Revolving Credit Facility.
Income Tax Expense. Income tax expense for the three months ended MarchJune 31,30, 2026 increased $1.1$0.6 million, or 1100%,21%, to $1.0$3.4 million compared to an income tax benefit of $0.1$2.8 million for the three months ended MarchJune 31,30, 2025. The increase in tax expense resulted from higher taxable income and an increase in profitnon-deductible before tax when compared to the prior period.expenses.
Net Income. Net income for the three months ended June 30, 2026 decreased $0.4 million, or 5%, to $6.9 million from $7.3 million for the three months ended June 30, 2025. Lower operating income from activity declines in the Wireline Services segment was largely offset by incremental operating income from the AWS Acquisition within the High Specification Rigs and Processing Solutions and Ancillary Services segments. These factors were accompanied by higher interest expense, higher other expense (income), net and a higher income tax provision compared with the prior year period.
Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025
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).
NetRevenue. Income. Net incomeRevenue for the threesix months ended MarchJune 31,30, 2026 increased $2.4$59.8 million, or 400%,22%, to $3.0$335.6 million from $0.6$275.8 million for the threesix months ended MarchJune 31,30, 2025. The increasechange in netrevenue incomeby segment was drivenas by the AWS Acquisition.follows:
High Specification Rigs. High Specification Rigs revenue for the six months ended June 30, 2026 increased $48.7 million, or 28%, to $222.5 million from $173.8 million for the six months ended June 30, 2025. The increase in revenue reflects revenue growth of $59.5 million related to the AWS Acquisition and included a corresponding increase in the average revenue per rig hour by 2% to $762 from $747 for the six months ended June 30, 2025, coupled with a 26% increase in total rig hours to 292,200 for the six months ended June 30, 2026 from 232,700 for the six months ended June 30, 2025.
Wireline Services. Wireline Services revenue for the six months ended June 30, 2026 decreased $10.1 million, or 26%, to $29.2 million from $39.3 million for the six months ended June 30, 2025. The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $4.6 million illustrated by a 15% decrease in completed stage counts to 3,300 for the six months ended June 30, 2026 from 3,900 for the six months ended June 30, 2025. This decrease in completion services revenue and stage count is indicative of lower operating activity reflecting the Company’s decision to pursue only work with appropriate margins. Wireline production associated services and pump down revenues decreased year over year by $4.7 million and $0.8 million, respectively.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue for the six months ended June 30, 2026 increased $21.2 million, or 34%, to $83.9 million from $62.7 million for the six months ended June 30, 2025. The increase reflects higher activity in other Ancillary Services lines with revenue growth of $19.9 million related to the AWS Acquisition.
Cost of services (exclusive of depreciation and amortization). Cost of services for the six months ended June 30, 2026 increased $42.9 million, or 19%, to $273.3 million from $230.4 million for the six months ended June 30, 2025. As a percentage of revenue, cost of services was 81% and 84% for the six months ended June 30, 2026 and 2025, respectively. The change in cost of services by segment was as follows:
High Specification Rigs. High Specification Rigs cost of services for the six months ended June 30, 2026 increased $42.4 million, or 31%, to $181.2 million from $138.8 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase in variable expenses, most significant of which are employee-related labor costs, repair and maintenance, travel, and fuel costs, which amounted to $19.0 million, $5.5 million, $3.3 million and $3.3 million, respectively. These increases were driven by higher activity levels and the inclusion of $47.1 million of costs related to the AWS Acquisition. As a percentage of High Specification Rigs revenue, cost of services were stable reporting 80% for the six months ended June 30, 2025 compared to 81% for the six months ended June 30, 2026.
Wireline Services. Wireline Services cost of services for the six months ended June 30, 2026 decreased $15.1 million, or 37%, to $25.9 million from $41.0 million for the six months ended June 30, 2025. The decrease is primarily attributable to a decrease in costs from the completion services line by approximately $6.6 million as the Company reorganized this service line beginning in the second half of the prior year to accommodate lower operating activity and focus on more profitable service lines. As a percentage of Wireline Services revenue, cost of services decreased from 104% for the six months ended June 30, 2025 to 89% for the six months ended June 30, 2026 primarily due to cost reductions and lower activity levels.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services cost of services for the six months ended June 30, 2026 increased $15.6 million, or 31%, to $66.2 million from $50.6 million for the six months ended June 30, 2025. The increase was primarily attributable to increased employee labor and repair and maintenance costs which amounted to $5.5 million and $2.7 million, respectively. These increases were driven by higher activity levels and the inclusion of $15.0 million of costs related to operations acquired in the AWS Acquisition. As a percentage of Processing Solutions and Ancillary Services revenue, cost of services remained improved from 81% for the six months ended June 30, 2025 to 79% for the six months ended June 30, 2026.
General & Administrative. General and administrative expenses for the six months ended June 30, 2026 increased $1.3 million, or 9%, to $15.4 million from $14.1 million for the six months ended June 30, 2025. This increase was due to increased employee labor and integration costs largely associated with the AWS Acquisition.
Depreciation and Amortization. Depreciation and amortization for the six months ended June 30, 2026 increased $10.3 million, or 48%, to $31.8 million from $21.5 million for the six months ended June 30, 2025. The increase is primarily due to the inclusion of depreciation associated with assets acquired in the AWS Acquisition.
Interest Expense, net. Interest expense, net for the six months ended June 30, 2026 increased $1.3 million, or 217%, to $1.9 million from $0.6 million for the six months ended June 30, 2025. The increase to net interest expense was attributable to the increased principal balance on our Wells Fargo Revolving Credit Facility.
Income Tax Expense. Income tax expense for the six months ended June 30, 2026 increased $1.7 million, or 63%, to $4.4 million from $2.7 million for the six months ended June 30, 2025. The increase in tax expense resulted from higher taxable income and an increase in non-deductible expenses.
Net Income. Net income for the six months ended June 30, 2026 increased $2.0 million, or 25%, to $9.9 million from $7.9 million for the six months ended June 30, 2025. The increase in net income was primarily driven by incremental operating income from the AWS Acquisition, partially offset by lower income resulting from activity declines in the Wireline Services segment.
Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. 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 or loss on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, adjustment to contingent consideration, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.
Three Months Ended MarchJune 31,30, 2026 compared to Three Months Ended MarchJune 31,30, 2025
The following is an analysis of our Adjusted EBITDA. See “Item 1. Financial InformationStatements (Unaudited)—Note 1617 — Segment Reporting” and “—Results of Operations” for further details (in millions).
Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 increased $7.8$8.0 million to $23.3$28.6 million from $15.5$20.6 million for the three months ended MarchJune 31,30, 2025. The change by segment was as follows:
High Specification Rigs. High Specification Rigs Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 increased $4.0$3.0 million to $21.4$20.6 million from $17.4$17.6 million for the three months ended MarchJune 31,30, 2025, due to an increase in revenue of $18.7$27.1 million, partially offset by a corresponding increase in cost of services of $15.3$24.3 million.
Wireline Services. Wireline Services Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 increased $2.2$2.0 million to a loss of $0.1$3.6 million from a loss of $2.3$1.6 million for the three months ended MarchJune 31,30, 2025, due to a decrease in cost of services of $9.6$5.5 million, partially offset by a corresponding decline in revenue of $6.6$3.5 million.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 increased $2.4$3.4 million to $8.0$10.0 million from $5.6$6.6 million for the three months ended MarchJune 31,30, 2025, due to an increase in revenue of $11.8$12.3 million, partially offset by a corresponding increase in cost of services of $9.5$8.9 million.
Other. Other Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 increased $0.8$0.4 million to a loss of $6.0$5.6 million from a loss of $5.2 million for the three months ended MarchJune 31,30, 2025. 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.
Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025
The following is an analysis of our Adjusted EBITDA. See “Item 1. Financial Statements (Unaudited)—Note 17 — Segment Reporting” and “—Results of Operations” for further details (in millions).
Adjusted EBITDA for the six months ended June 30, 2026 increased $15.8 million to $51.9 million from $36.1 million for the six months ended June 30, 2025. The change by segment was as follows:
High Specification Rigs. High Specification Rigs Adjusted EBITDA for the six months ended June 30, 2026 increased $7.0 million to $42.0 million from $35.0 million for the six months ended June 30, 2025, due to an increase in revenue of $48.7 million, partially offset by a corresponding increase in cost of services of $42.4 million.
Wireline Services. Wireline Services Adjusted EBITDA for the six months ended June 30, 2026 increased $4.5 million to $3.8 million from a loss of $0.7 million for the six months ended June 30, 2025, primarily due to a decrease in cost of services of $15.1 million, partially offset by a corresponding decline in revenue of $10.1 million.
Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA for the six months ended June 30, 2026 increased $5.5 million to $17.7 million from $12.2 million for the six months ended June 30, 2025, primarily due to an increase in revenue of $21.2 million, partially offset by a corresponding increase in cost of services of $15.6 million.
Other. Other Adjusted EBITDA for the six months ended June 30, 2026 increased $1.2 million to a loss of $11.6 million from a loss of $10.4 million for the six months ended June 30, 2025. 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.
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. As of MarchJune 31,30, 2026, we had total liquidity of $42.5$61.3 million, consisting of $6.9$4.2 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $35.6$57.1 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $66.5$75.0 million, net of $4.2 million of Letters of Credit open under the facility. This compares to the Company’s available borrowing capacity under the Wells Fargo Revolving Credit Facility of $71.3$71.2 million as of MarchJune 31,30, 2025 and $71.2$57.4 million as of December 31, 2025. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long term liquidity requirements and comply with our covenants of our debt agreements. Based upon current levels of operations and anticipated growth, we expect that cash generated from operations, combined with borrowings under our credit facilities, including our Wells Fargo Revolving Credit Facility, will be sufficient to meet our capital expenditure, working capital and debt service requirements for at least the next twelve months and the foreseeable future. For further details, see “— Debt Agreements.”
Net cash from operating activities decreased $14.0$8.3 million to $3.4$23.0 million cash of used in operating activities for threethe six months ended MarchJune 31,30, 2026 compared to $10.6$31.3 million of cash provided by operating activities for the threesix months ended MarchJune 31,30, 2025. The change was primarily driven by a $35.7$34.0 million decrease in cash generated from working capital, which was a cash outflow of $39.6$40.1 million for the threesix months ended MarchJune 31,30, 2026, compared to $3.9$6.1 million for the threesix months ended MarchJune 31,30, 2025, primarily due to lower collections activitygrowth in the current quarter and early payments on accounts payablereceivable, inresulting connectionfrom withcontinued thecustomer plannedpayment transition of the legacy AWS entity to the Ranger ERP system.delays.
Net cash used in investing activities increased $11.2$11.8 million to $17.3$23.4 million for threethe six months ended MarchJune 31,30, 2026 compared to $6.1$11.6 million for the threesix months ended MarchJune 31,30, 2025. The change in cash flows used in investing activities is largely attributable to increases in construction in progress for the build out of ECHO hybrid rigs relative to those that occurred during the threesix months ended MarchJune 31,30, 2025.
Net cash from financing activities increased $22.4 million to $17.3 million of cash provided by financing activities for three months ended March 31, 2026 compared to $5.1 million of cash used in financing activities decreased $6.0 million to $5.7 million for the threesix months ended MarchJune 31,30, 2026 compared to $11.7 million for the six months ended June 30, 2025. The change was primarily driven by borrowings on the Wells Fargo Revolving Credit Facility to cover working capitalcapital, partially offset by cash used for share repurchases and payments uniqueon tofinance thelease first quarter such as bonus and incremental payroll taxes.obligations.
RNGR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (2 insiders, 4 trade dates, 110,180 shares, about $1.9M; 4 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -110,180 (purchases minus sales); net value about -$1.9M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-20 | Bodden Stuart |
Open-market sale |
95,000 | $17.16 | $1.6M |
| 2026-08-10 | Hooker J. Matt |
Open-market sale |
11,620 | $16.63 | $193.2K |
| 2026-07-24 | Mashinski Carla S |
Disposition to issuer | 3,214 | $15.69 | $50.4K |
| 2026-07-24 | Mashinski Carla S |
Option exercise | 10,712 | $15.69 | $168.1K |
| 2026-07-24 | Kearney Michael C |
Option exercise | 10,712 | $15.69 | $168.1K |
| 2026-07-24 | Kearney Michael C |
Disposition to issuer | 3,214 | $15.69 | $50.4K |
| 2026-07-24 | Woolverton Sean C |
Disposition to issuer | 3,214 | $15.69 | $50.4K |
| 2026-07-24 | Woolverton Sean C |
Option exercise | 10,712 | $15.69 | $168.1K |
| 2026-07-24 | Shivram Krishna |
Option exercise | 10,712 | $15.69 | $168.1K |
| 2026-07-23 | Hooker J. Matt |
Open-market sale |
1,291 | $16.50 | $21.3K |
| 2026-07-13 | Hooker J. Matt |
Open-market sale |
2,269 | $16.50 | $37.4K |
Well-known investors holding RNGR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 530,264 | $8.5M | 0.01% | Added 312% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 477,628 | $7.6M | 0.0% | Reduced 14% |
| Millennium Management (Israel Englander) | 2026-06-30 | 348,599 | $5.6M | 0.0% | Added 271% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 315,131 | $5.0M | 0.0% | Reduced 23% |
| Renaissance Technologies | 2026-06-30 | 308,583 | $4.9M | 0.01% | Added 1% |
| D. E. Shaw & Co. | 2026-06-30 | 184,203 | $2.9M | 0.0% | Added 100% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 111,798 | $1.8M | 0.0% | Added 28% |