Archrock Inc

The results of operations attributable to the TOPS Acquisition have been included in our condensed consolidated financial statements as part of our contract operations segment since the acquisition date.

Transaction-Related Costs

We recorded $1.1 million of transaction-related costs in our condensed consolidated statements of operations during the three months ended March 31, 2025.

The following table presents transaction-related cost incurred by cost type:

4. Inventory

Inventory is comprised of the following:

5. Property, Plant and Equipment, Net

Property, plant and equipment, net is comprised of the following:

6. Investments in Unconsolidated Affiliates

We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a VIE. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance, including evaluating the nature of relationships and activities of the parties involved. We consolidate a VIE if we are the primary beneficiary. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. We periodically reassess whether any changes in an entity’s capital structure or our relationship with the entity affect our VIE determination and, if so, whether we are the primary beneficiary.

Investments in which we are deemed to exert significant influence, but not control, are accounted for using the equity method of accounting, except in cases where the fair value option is elected. For such investments where we have elected the fair value option, the election is irrevocable and is applied on an investment–by–investment basis at initial recognition.

For ownership interests that are not accounted for under the equity method and that do not have readily determinable fair values, we have elected the fair value measurement alternative to record these investments at cost minus impairment, if any, including adjustments for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments in equity securities measured using the fair value measurement alternative are reviewed for impairment or observable price changes in orderly transactions each reporting period.

Investment in ECOTEC

In April 2022, we agreed to acquire for cash a 25% equity interest in ECOTEC, a company specializing in methane emissions detection, monitoring and management. We have elected the fair value option to account for this investment. Changes in the fair value of this investment are recognized in other (income) expense, net in our condensed consolidated statements of operations, however during the three months ended March 31, 2025 and 2024, we did not recognize unrealized gains or losses related to the change in fair value of our investment (see Note 15 (“Fair Value Measurements”)). As of March 31, 2025, our ownership interest in ECOTEC is 25%, which is included in other assets in our condensed consolidated balance sheets.

Investment in Ionada

In November 2023, we agreed and made an initial investment of $3.8 million, to serve as the lead investor in a series A preferred financing round for Ionada, a global carbon capture technology company committed to reducing GHG emissions and creating a sustainable future. Ionada has developed a post-combustion carbon capture solution to reduce carbon dioxide emissions from various small to mid-sized industrial emitters in the energy, marine and e-fuels industries, among others. We have elected the fair value measurement alternative to account for this investment (see Note 15 (“Fair Value Measurements”)).

On November 19, 2024, subject to the same terms and conditions of our initial investment, we invested an additional $1.2 million and as a result, the carrying value of our investment in Ionada at both March 31, 2025 and December 31, 2024 was $5.5 million, including cumulative transaction costs of $0.5 million, and is included in other assets in our condensed consolidated balance sheets. There wereno upward adjustments, impairments ordownward adjustments to the carrying value of the investment as of March 31, 2025. As of both March 31, 2025 and December 31, 2024, we had a fully diluted ownership equity interest in Ionada of 12%. Subject to certain contractual conditions, we may invest on the same terms and conditions as the initial and secondary investments, $1.3 million in November 2025 and $4.8 million prior to July 2026, for a fully diluted ownership interest of 15% and 24%, respectively.

Investment in FGC Holdco

On October 1, 2024, we, together with ColdStream, entered into a limited liability agreement with FGC Holdco, a subsidiary of ColdStream. FGC Holdco designs, manufactures and sells, through distributors, MaCH 4 NRS equipment for the global oil and gas market. As of the effective date of the agreement, FGC Holdco had initial authorized capital of 1.0 million units, with 68% of its units issued to ColdStream and 32% of its units issued to us at a cost of $0.001 per unit. Subject to certain contractual provisions, we are obligated to fund, as capital contributions, our proportionate share of FGC Holdco’s general, administrative and operational costs and expenses. During the three months ended March 31, 2025, we invested $0.2 million in FGC Holdco, and as of March 31, 2025 and December 31, 2024, the carrying value of our investment in FGC Holdco, including transaction costs of $0.2 million, was $0.4 million and $0.2 million, respectively.

We determined FGC Holdco is a VIE over which we do not have the power to direct the activities that most significantly impact economic performance and therefore are not the primary beneficiary. The board of directors of FGC Holdco have control over the activities that most significantly impact the economic performance, and while we have voting rights through board participation, we do not have the ability to control board decisions. We apply the equity method of accounting to account for this investment. The carrying value of our equity investment is impacted by our share of investee income or loss, distributions, amortization or accretion of basis differences and other-than-temporary impairments.

As of March 31, 2025, we had a $0.2 million basis difference between the cost of our investment and our proportionate share of the carrying value of FGC Holdco’s underlying net assets. The basis difference is primarily attributed to intangible assets and is being amortized over the estimated 20-year useful life. Basis differences are updated as needed to reflect the impact of additional capital contributions.

The investment is included in non-current other assets in our condensed consolidated balance sheets. Cash contributions are included in the investing activities section of our condensed consolidated statements of cash flows. See Note 16 (“Related Party Transactions”) for further details.

7. Long-Term Debt

Long–term debt is comprised of the following:

2032 Notes

On August 26, 2024, we completed a private offering of $700.0 million aggregate principal amount of 6.625% senior notes due September 2032 and received net proceeds of $690.0 million after deducting issuance costs. The $10.0 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statement of operations over the term of the notes. A portion of the net proceeds were used to fund a portion of the cash consideration for the TOPS Acquisition, the 2027 Notes Tender Offer and to repay borrowings outstanding under our Credit Facility.

The 2032 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2032 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us, and by all of our existing subsidiaries, other than Archrock Partners Finance Corp., which is the issuer of the 2032 Notes. The 2032 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness.

We may, at our option, redeem all of part of the 2032 Notes at any time on or after September 1, 2027, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to September 1, 2027, we may redeem up to 40% of the 2032 Notes at specified redemption prices and make-whole premiums, plus any accrued and unpaid interest.

2027 Notes Tender Offer

In connection with the offering of the 2032 Notes, we completed a concurrent cash tender offer of $202.0 million, which reflects approximately 101% of the aggregate principal amount of the tendered 2027 Notes and $0.2 million of agent and legal fees. On the date of tender, the net carrying value of the tendered 2027 Notes was $198.8 million and during the third quarter of 2024, we recorded a debt extinguishment loss of $3.2 million in our consolidated statements of operations.

First Amendment to the Amended and Restated Credit Agreement

On August 28, 2024, we amended our Amended and Restated Credit Agreement to, among other things:

During the third quarter of 2024, we incurred $2.6 million in transaction costs related to the First Amendment to the Amended and Restated Credit Agreement, which were included in other assets in our condensed consolidated balance sheets and are being amortized over the remaining term of the Credit Facility.

The Credit Facility matures in May 2028 unless renewed or amended prior to that date. As of March 31, 2025, there were $2.7 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 2.1%. The weighted average annual interest rate on the outstanding balance under the Credit Facility was 6.7% and 6.8% at March 31, 2025 and December 31, 2024, respectively. We incurred $0.6 million and $0.4 million of commitment fees on the daily unused amount of the Credit Facility during the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, we were in compliance with all covenants under our Credit Facility agreement. Additionally, all undrawn capacity on our Credit Facility was available for borrowings as of March 31, 2025.

8. Commitments and Contingencies

Insurance Matters

Our business can be hazardous, involving unforeseen circumstances such as uncontrollable flows of natural gas or well fluids and fires or explosions. As is customary in our industry, we review our safety equipment and procedures and carry insurance against some, but not all, risks of our business. Our insurance coverage includes property damage, general liability and commercial automobile liability and other coverage we believe is appropriate. We believe that our insurance coverage is customary for the industry and adequate for our business, however, losses and liabilities not covered by insurance would increase our costs.

Additionally, we are substantially self–insured for workers’ compensation and employee group health claims in view of the relatively high per–incident deductibles we absorb under our insurance arrangements for these risks. Losses up to the deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. We are also self–insured for property damage to our offshore assets.

Tax Matters

We are subject to a number of state and local taxes that are not income–based. As many of these taxes are subject to audit by the taxing authorities, it is possible that an audit could result in additional taxes due. We accrue for such additional taxes when we determine that it is probable that we have incurred a liability and we can reasonably estimate the amount of the liability. As of March 31, 2025 and December 31, 2024, we accrued $8.1 million and $8.6 million, respectively, for the outcomes of non–income–based tax audits. We do not expect that the ultimate resolutions of these audits will result in a material variance from the amounts accrued. We do not accrue for unasserted claims for tax audits unless we believe the assertion of a claim is probable, it is probable that it will be determined that the claim is owed and we can reasonably estimate the claim or range of the claim. We believe the likelihood is remote that the impact of potential unasserted claims from non–income–based tax audits could be material to our condensed consolidated financial position, but it is possible that the resolution of future audits could be material to our condensed consolidated results of operations or cash flows.

As of March 31, 2025 and December 31, 2024, $0.1 million and $0.6 million, respectively, of the tax contingencies mentioned above related to audits that have advanced from the audit review phase to the contested hearing phase. As of March 31, 2025, and December 31, 2024, $4.1 million and $4.3 million, respectively, of the tax contingencies mentioned above had an offsetting indemnification asset.

Litigation and Claims

In the ordinary course of business, we are involved in various pending or threatened legal actions. While we are unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from any of these actions will not have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows, including our ability to pay dividends. However, because of the inherent uncertainty of litigation and arbitration proceedings, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows, including our ability to pay dividends.

9. Stockholders’ Equity

July 2024 Equity Offering

On July 24, 2024, we sold, pursuant to a public underwriting offering, approximately 12.7 million shares, including approximately 1.7 million shares pursuant to an over-allotment option. We received net proceeds of $255.7 million, after deducting underwriting discounts, commissions and offering expenses. Proceeds from this equity offering were used to fund a portion of the TOPS Acquisition.

TOPS Acquisition

On August 30, 2024, we completed the TOPS Acquisition and issued approximately 6.9 million shares of common stock to the sellers as part of the acquisition purchase price. The acquisition date fair value was $139.1 million and is reflected in common stock and additional paid-in capital in our condensed consolidated statements of equity. See Note 3 (“Business Transactions”) for further details.

Share Repurchases

Share Repurchase Program

Our Board of Directors authorized a share repurchase program in April 2023 that allowed us to repurchase up to $50.0 million of outstanding common stock over atwelve-month period. Under the Share Repurchase Program, shares of our common stock may be repurchased periodically, including in the open market, privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, at any time. An extension of the Share Repurchase Program was approved by our Board of Directors in April 2024 for an additional 24-month period and replenished the amount of shares authorized for repurchase, resulting in available capacity of $50.0 million at that time. Through March 31, 2025, we had repurchased 1,492,361 common shares at an average price of $15.02 per share for an aggregate of $22.4 million.

Subsequent to March 31, 2025, our Board of Directors approved an increase in the Share Repurchase Program by an additional $50.0 million through April 27, 2026, resulting in available capacity of $65.2 million. The actual timing, manner, number, and value of shares repurchased under the program will be determined by us at our discretion. During the period from April 1, 2025 through May 1, 2025, we repurchased 968,057 common shares at an average price of $23.21 per share for an aggregate of $22.5 million.

Shares Withheld to Cover

The 2020 Plan allow us to withhold shares upon vesting of restricted stock at the then-current market price to cover taxes required to be withheld on the vesting date.

The following table summarizes shares repurchased and shares withheld:

Cash Dividends

The following table summarizes our dividends declared and paid in each of the quarterly periods of 2025 and 2024:

On April 24, 2025, our Board of Directors declared a quarterly dividend of $0.19 per share of common stock to be paid on May 13, 2025 to stockholders of record at the close of business on May 6, 2025.

10. Revenue from Contracts with Customers

The following table presents our revenue from contracts with customers by segment and disaggregated by revenue source:

(1)Primarily relates to fees associated with owned non-compression equipment.

(2)Includes$1.6 million and$1.1 million for the three months ended March 31, 2025 and 2024, respectively, related to billable maintenance on owned compressors that was recognized at a point in time. All other contract operations revenue is recognized over time.

(3)Services revenue within aftermarket services is recognized over time. OTC parts and components sales is recognized at a point in time.

See Note 17 (“Segment Information”) for further information on segments.

Performance Obligations

As of March 31, 2025, we had $912.1 million of remaining performance obligations related to our contract operations segment, which will be recognized through 2030 as follows:

We do not disclose the aggregate transaction price for the remaining performance obligations for aftermarket services as there are no contracts with customers with an original contract term that is greater than one year.

Receivables from Contracts with Customers

As March 31, 2025 and December 31, 2024, our receivables from contracts with customers, net of allowance for credit losses, were $158.0 million and $126.3 million, respectively.

Allowance for Credit Losses

Our allowance for credit losses balance changed as follows during the three months ended March 31, 2025:

Contract Liabilities

Freight billings to customers for the transport of compression assets, customer–specified modifications of compression assets and milestone billings on aftermarket services often result in a contract liability. As of March 31, 2025 and December 31, 2024, our contract liabilities were $11.5 million and $10.0 million, respectively, which is included in other long-term liabilities in our condensed consolidated balance sheets.

During the three months ended March 31, 2025, we deferred revenue of$5.2 million and recognized$3.7 million as revenue. The revenue recognized during the period primarily related to freight billings and milestone billings on aftermarket services.

11. Long-Lived and Other Asset Impairment

Compression Fleet

We periodically review the future deployment of our idle compression assets for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. Based on these reviews, we determine that certain idle compressors should be retired from the active fleet. The retirement of these units from the active fleet triggers a review of these assets for impairment and as a result of our review, we may record an asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit is estimated based on the expected net sale proceeds compared to other fleet units we recently sold, a review of other units recently offered for sale by third parties or the estimated component value of the equipment we plan to use.

In connection with our review of our idle compression assets, we evaluate for impairment idle units that were culled from our fleet in prior years and are available for sale. Based on that review, we may reduce the expected proceeds from disposition and record additional impairment to reduce the book value of each unit to its estimated fair value.

The following table presents the results of our compression fleet impairment review as recorded in our contract operations segment:

See Note 15 (“Fair Value Measurements”) for further details on fair value accounting.

12. Restructuring Charges

During the first quarter of 2025, management approved and executed a plan to exit a facility no longer deemed economical for our business, and in the first quarter of 2025, we incurred $0.7 million of costs to exit this facility. The severance and property disposal costs incurred under the above restructuring plan were recorded to restructuring charges in our condensed consolidated statements of operations. We donot expect to incur additional restructuring charges related to these restructuring activities.

The following table presents restructuring charges incurred by segment during the three months ended March 31, 2025:

The following table presents restructuring charges incurred by cost type:

13. Income Taxes

Valuation Allowance

The amount of our deferred tax assets considered realizable could be adjusted if projections of future taxable income are reduced or objective negative evidence in the form of a three–year cumulative loss is present or both. Should we no longer have a level of sustained profitability, excluding nonrecurring charges, we will have to rely more on our future projections of taxable income to determine if we have an adequate source of taxable income for the realization of our deferred tax assets, namely net operating loss, interest expense limitation and tax credit carryforwards. This may result in the need to record a valuation allowance against all or a portion of our deferred tax assets.

Effective Tax Rate

The year-to-date effective tax rate for the three months ended March 31, 2025 differed significantly from our statutory rate primarily due to state taxes, unrecognized tax benefits and the limitation on executive compensation offset by the benefit from equity-settled long term incentive compensation.

Unrecognized Tax Benefits

As of March 31, 2025, we believe it is reasonably possible that $3.6 million of our unrecognized tax benefits, including penalties, interest and discontinued operations, will be reduced prior to March 31, 2026 due to the settlement of audits or the expiration of statutes of limitations or both. However, due to the uncertain and complex application of the tax regulations, it is possible that the ultimate resolution of these matters may result in liabilities that could materially differ from this estimate.

14. Earnings Per Common Share

Basic earnings per common share is computed using the two–class method, which is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Under the two–class method, basic earnings per common share is determined by dividing net income, after deducting amounts allocated to participating securities, by the weighted average number of common shares outstanding for the period. Participating securities include unvested restricted stock and stock–settled restricted stock units that have nonforfeitable rights to receive dividends or dividend equivalents, whether paid or unpaid. During periods of net loss, only distributed earnings (dividends) are allocated to participating securities, as participating securities do not have a contractual obligation to participate in our undistributed losses.

Diluted earnings per common share is computed using the weighted average number of common shares outstanding adjusted for the incremental common stock equivalents attributed to outstanding performance–based restricted stock units and stock to be issued pursuant to our ESPP unless their effect would have been anti–dilutive.

The following table shows the calculation of net income attributable to common stockholders, which is used in the calculation of basic and diluted earnings per common share, potential shares of common stock that were included in computing diluted earnings per common share and the potential shares of common stock issuable that were excluded from computing diluted earnings per common share as their inclusion would have been anti–dilutive:

15. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Investment in ECOTEC

As of March 31, 2025, we owned a 25% equity interest in ECOTEC (see Note 6 (“Investments in Unconsolidated Affiliates”)). We have elected the fair value option to account for this investment. As of March 31, 2025 and March 31, 2024, the fair value of our investment in ECOTEC was $14.7 million and $14.9 million, respectively. There wereno purchases of equity interests or unrealized changes in the fair value of our investment in ECOTEC recognized during both the three months ended March 31, 2025 and 2024.

The fair value determination of this investment primarily consisted of unobservable inputs, which creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement, which was valued through an average of an income approach (discounted cash flow method) and a market approach (guideline public company method), are the WACC and the revenue multiples. Significant increases (decreases) in these inputs in isolation would result in a significantly higher (lower) fair value measurement.

This fair value measurement is classified as Level 3. The significant unobservable inputs are as follows:

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Investment in Ionada

As of March 31, 2025 and December 31, 2024, we had a fully diluted ownership equity interest in Ionada of 12% (see Note 6 (“Investments in Unconsolidated Affiliates”)). We have elected the fair value measurement alternative to account for this investment. On November 19, 2024, subject to the same terms and conditions of our initial investment of $3.8 million, we invested an additional $1.2 million dollars and as a result, the carrying value of our investment in Ionada at both March 31, 2025 and December 31, 2024 was $5.5 million, which includes cumulative transaction costs of $0.5 million. There wereno upward adjustments, impairments ordownward adjustments to the carrying value of the investment as of March 31, 2025. Subject to certain contractual conditions, we will invest, on the same terms and conditions as the initial investment, $1.3 million in November 2025, and $4.8 million prior to July 2026, for a fully diluted ownership interest of 15% and 24%, respectively.

Compressors

During the three months ended March 31, 2025, we recorded nonrecurring fair value measurement adjustments related to our idle compressors. Our estimate of the compressors’ fair value was primarily based on the expected net sale proceeds compared with other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use. We discounted the expected proceeds, net of selling and other carrying costs, using a weighted average disposal period offour years. These fair value measurements are classified as Level 3.

The fair value of our compression fleet impaired as of March 31, 2025 and December 31, 2024 was as follows:

The significant unobservable inputs used to develop the above fair value measurements were weighted by the relative fair value of the compressors being measured. Additional quantitative information related to our significant unobservable inputs follows:

See Note 11 (“Long-Lived and Other Asset Impairments”) for further details.

Other Financial Instruments

The carrying amounts of our cash, accounts receivable and accounts payable approximate fair value due to the short–term nature of these instruments.

The carrying amount of borrowings outstanding under our Credit Facility approximates fair value due to the variable interest rate. The measurement of the fair value of these outstanding borrowings is a Level 3 measurement.

The fair value of our fixed rate debt is estimated using yields observable in active markets, which are Level 2 inputs, and was as follows:

(1)Carrying amounts are shown net of unamortized premium and deferred financing costs. See Note 7 (“Long-Term Debt”).

16. Related Party Transactions

ECOTEC

During the three months ended March 31, 2025, we made purchases of $0.2 million from our unconsolidated affiliate ECOTEC for use in our operations.

FGC Holdco

We are a distributer of MaCH 4 NRS equipment in the U.S. market, and, subject to certain contractual provisions, have committed to purchase from FGC Holdco, at arm’s length, a minimum of $64.3 million of MaCH 4 NRS equipment through March 31, 2026. During the three months ended March 31, 2025, we made purchases of $1.9 million from our unconsolidated affiliate to sell to third parties or for use in our operations.

The carrying value of assets and liabilities recognized in our condensed consolidated balance sheets related to our variable interests in FGC Holdco and our maximum exposure to loss related to our involvement with an unconsolidated VIE were as follows:

Hilcorp

From August 2019 to present, our Board of Directors has included a member affiliated with our customer Hilcorp or its subsidiaries or affiliates. Revenue from Hilcorp and affiliates was $11.1 million and $10.5 million during the three months ended March 31, 2025 and 2024, respectively.

Accounts receivable, net due from Hilcorp and affiliates was $14.7 million and $3.6 million as of March 31, 2025 and December 31, 2024, respectively, including $9.9 million from used equipment sales during the three months ended March 31, 2025.

17. Segment Information

We manage our business segments primarily based on the type of product or service provided. We havetwo segments that we operate within the U.S.: contract operations and aftermarket services. Our contract operations segment primarily provides natural gas compression services to meet specific customer requirements. Our aftermarket services segment provides a full range of services to support the compression needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets.

The CODM of Archrock is our President & CEO. Our CODM evaluates the performance of our segments and allocates resources primarily based on adjusted gross margin, defined as revenue less cost of sales, exclusive of depreciation and amortization, which are key components of segment operations. Adjusted gross margin is the primary measure used by our CODM to evaluate segment performance because it focuses on the current performance of segment operations and excludes the impact of the prior historical costs of assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. Our CODM considers adjusted gross margin forecast to actual results and period over period financial variances in conjunction with product and customer service metrics and market trends when assessing segment performance and deciding how to allocate resources.

As an indicator of our operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin, net income or any other measure presented in accordance with GAAP. Our adjusted gross margin may not be comparable to a similarly titled measure of other entities because other entities may not calculate adjusted gross margin in the same manner.

Summarized financial information for our reporting segments is shown below:

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

The following table reconciles adjusted gross margin to income before income taxes:

18**. Subsequent Events**

NGCS Acquisition

On May 1, 2025, we completed the NGCS Acquisition, whereby we acquired all of the issued and outstanding equity interests in NGCS, including a fleet of approximately 327,000 operating horsepower and a 19,000 horsepower backlog of contracted new equipment, for aggregate total consideration of $352.3 million, consisting of $299.3 million in cash and approximately 2.25 million shares of common stock with an acquisition date fair value of $53.0 million. The cash portion of the purchase price was funded with borrowings under the Credit Facility. The purchase price paid is subject to customary post-closing adjustments in accordance with the terms of the Merger Agreements.

Transaction-related costs

During the three months ended March 31, 2025, we incurred approximately $2.9 million of transaction-related costs in connection with the NGCS Acquisition, primarily professional and other consulting fees.