NATURAL GAS SERVICES GROUP INC

Except for the risk factors set forth below, there have been no material changes to the risk factors disclosed in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We may experience additional risks and uncertainties not currently known to us. Further, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect us. Any such risks may materially and adversely affect our business, financial condition, cash flows, and results of operations.

Risks Related to the Acquisition and Integration of Flatrock

On June 12, 2026, we completed the Flatrock Acquisition. The acquisition introduces operational, financial, and strategic risks that could adversely affect our business if we are unable to successfully integrate or operate the acquired business. Successfully integrating Flatrock requires, among other things, aligning technology platforms, operational processes, personnel, and corporate culture. We may experience challenges integrating Flatrock’s systems and technology, retaining key employees, maintaining relationships with customers and partners, or achieving anticipated growth and synergies. If the integration of Flatrock is delayed or unsuccessful, or if Flatrock’s business does not perform as expected, our results of operations, cash flows, and financial condition could be materially adversely affected.

The Company may assume liabilities in connection with the acquisition of Flatrock.

In connection with the acquisition of Flatrock, the Company may be exposed to known and unknown liabilities relating to Flatrock’s business, including liabilities arising from prior contracts, employment matters, tax matters, litigation, regulatory compliance, customer claims, vendor disputes, warranty obligations and other matters. The Company may have limited recourse against the Sellers for certain liabilities, and any such liabilities could be material or could adversely affect the Company’s business, financial condition, cash flows and results of operations.

The issuance of shares in connection with the acquisition of Flatrock resulted in dilution to existing stockholders.

In connection with the acquisition of Flatrock, the Company issued an aggregate of 241,803 shares of Common Stock. The issuance of these shares resulted in dilution to the Company’s existing stockholders and may increase the number of shares eligible for resale in the market, which could adversely affect the market price of the common stock.