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Archrock, Inc.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

AROC$28.99+5.3%Stored close · as of Nov 9, 2026

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Item 2. Results of Operations

The results of operations attributable to the NGCS Acquisition have been included in our condensed consolidated financial statements as part of our contract operations segment since the NGCS acquisition date. We are unable to provide earnings attributable to the assets acquired and liabilities assumed since the NGCS acquisition date, as we do not prepare full stand-alone earnings reports for those assets and liabilities.

Transaction-Related Costs

The following table presents transaction-related costs incurred in connection with the NGCS Acquisition by cost type:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
(in thousands) · ​ · June 30, 2026 · ​ ​ ​ · June 30, 2025 · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · June 30, 2025
Professional fees (1)​$124​$3,632​$409​$6,502
Compensation-related costs (2)​​14​​712​​64​​712
Other costs​​—​​363​​—​​363
Total transaction-related costs​$138​$4,707​$473​$7,577
(1)Professional fees include legal, advisory, consulting and other fees.
(2)Compensation-related costs include amounts related to NGCSI employee retention and severance associated with the NGCS Acquisition. Payments were due and payable at various times up to and including the one-year anniversary of the NGCS Acquisition.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information for the three and six months ended June 30, 2025 was derived by adjusting our historical financial statements in order to give effect to the assets acquired and liabilities assumed in the NGCS Acquisition. The NGCS Acquisition is presented in this unaudited pro forma financial information as though the acquisition occurred as of January 1, 2024, and reflects the following:

●the effects of the NGCSI employee retention and other compensation-related arrangements associated with the NGCS Acquisition;
●the application of our accounting policies and adjusting the results of NGCS to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 1, 2024;
●the interest expense resulting from borrowings under the Credit Facility used to fund the cash portion of the purchase price;
●the amortization of debt issuance costs associated with the Second Amendment to the Amended and Restated Credit Agreement;
●the exclusion of $4.0 million and $6.9 million of nonrecurring financial advisory, legal, audit and other professional fees incurred related to the NGCS Acquisition and recorded to transaction-related costs in our condensed consolidated statements of operations during the three and six months ended June 30, 2025, respectively; and
●the income tax effects of the adjustments based on the estimated blended statutory tax rate of 23%.

The unaudited pro forma financial information below combines the effects of the NGCSI Merger Agreement and the NGCSE Merger Agreement, as the Merger Agreements were negotiated as a single transaction and mutually dependent to close. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of our results of operations that would have occurred had the NGCS Acquisition been consummated at the beginning of the period presented, nor is it necessarily indicative of future results.

​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
(in thousands) · ​ · June 30, 2025 · ​ · June 30, 2025
Revenue​$389,990​$756,592
Net income attributable to Archrock stockholders​​67,556​​140,733

Valuation Methodologies

The valuation methodologies and significant inputs for fair value measurements associated with the NGCS Acquisition are detailed by significant asset class below. The fair value measurements for property, plant and equipment and intangible assets are based on significant inputs that are not observable in the market and therefore represent Level 3 measurements.

Property, Plant and Equipment

Property, plant and equipment is primarily comprised of natural gas and electric motor drive compression equipment that will depreciate on a straight-line basis over an estimated average remaining useful life of 15 years. The fair value of the property, plant and equipment was determined using both the cost and market approach. For most of the compression equipment, we estimated the replacement cost using the direct cost method by evaluating recent purchases of similar assets or published data, then adjusting the replacement cost for physical deterioration and functional and economic obsolescence, as applicable. For certain compression equipment, we then considered the market approach by comparing our estimated dollar per horsepower to market comparables and market participant assumptions and adjusted as necessary.

Other fixed assets were valued using the indirect cost method, whereby we applied asset-specific trend information using published indexes to calculate the estimated replacement cost of assets that were identified to be reflected at historical cost. Other assets were depreciated based on published normal useful life estimates and prior experience with similar assets.

Intangible Assets

The intangible assets consist of customer relationships and trade names that have estimated useful lives of 12 years andfive years, respectively. The amount of intangible assets and their associated useful lives were determined based on the period over which the assets are expected to contribute directly or indirectly to our future cash flows.

The fair value of the identifiable intangible assets related to customer relationships was determined using the multi-period excess earnings method, which is a specific application of the discounted cash flow method, an income approach, whereby we estimated and then discounted the future cash flows of the intangible asset by adjusting overall business revenue for attrition, obsolescence, cost of sales, operating expenses, taxes and the required returns attributable to other contributory assets acquired. Significant estimates made in arriving at expected future cash flows included our expected customer attrition rate and the amount of earnings attributable to the assets. To discount the estimated future cash flows, we utilized a discount rate that was at a premium to our WACC to reflect the less liquid nature of the customer relationships relative to the tangible assets acquired.

The trade name fair market value was measured using the relief-from-royalty method under the income approach, whereby we calculated the royalty savings by estimating a reasonable royalty rate that a third party would negotiate in a licensing agreement expressed as a percentage of total revenue involving a trade name. The revenue related to the trade name was multiplied by the selected royalty rate over the estimated expected useful life of the trade name to arrive at the royalty savings. The royalty savings were tax effected and discounted to present value using a discount rate commensurate with the risk profile of the trade name relative to our WACC and the return on the other acquired assets.

  1. Accounts Receivable

Accounts receivable, net is comprised of the following:

​​​​​​​
(in thousands) · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · December 31, 2025
Customer related:​​​​​​
Third party​$158,478​$128,318
Related parties (1)​​1,621​​1,739
Other​56,581​13,475
Accounts receivable​​216,680​​143,532
Allowance for credit losses​​(1,205)​​(1,205)
Accounts receivable, net​$215,475​$142,327

(1)See Note 18 (“Related Party Transactions”) for further details.

As of June 30, 2026, we recognized a gross insurance recovery receivable within accounts receivable, net in our condensed consolidated balance sheets as recovery under the applicable insurance policy was determined to be probable and reasonably estimable. We also recognized a gross litigation settlement liability within accrued liabilities related to a settlement agreement finalized prior to the issuance of these condensed consolidated financial statements.

  1. Inventory

Inventory is comprised of the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands)​June 30, 2026​December 31, 2025
Parts and supplies​$98,226​$96,943
Work in progress​13,817​12,804
Inventory​$112,043​$109,747
  1. Property, Plant and Equipment, Net

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

​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands)​June 30, 2026​December 31, 2025
Compression equipment, facilities and other fleet assets​$4,931,763​$4,791,318
Land and buildings​36,653​36,058
Transportation and shop equipment​150,004​147,160
Computer hardware and software​81,179​79,367
Other​9,506​11,997
Property, plant and equipment​5,209,105​5,065,900
Accumulated depreciation​(1,484,969)​(1,407,811)
Property, plant and equipment, net​$3,724,136​$3,658,089
  1. Investments in Unconsolidated Affiliates and Other Strategic Investments

Investment in FGC Holdco

In October 2024, we, together with ColdStream, entered into a limited liability agreement with FGC Holdco, a company that designs, manufactures and sells MaCH 4 NRS equipment through distributors. 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 June 30, 2026, we didnot invest in FGC Holdco, whereas during the three months ended June 30, 2025, we invested $0.2 million, and during both the six months ended June 30, 2026 and 2025, we invested $0.4 million, in FGC Holdco. As of both June 30, 2026 and December 31, 2025, the carrying value of our investment in FGC Holdco, including transaction costs of $0.2 million, was $0.2 million, which is included in 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.

On July 1, 2026, the limited liability agreement was amended, to include, among other provisions, authorization of additional capital of 80 thousand units issued to us at a purchase price of $25 per unit. In connection with the amendment, we invested $2.0 million in FGC Holdco, which resulted in a 37% equity interest in FGC Holdco at that time.

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 although we participate in board governance, we do not have the unilateral ability to control board decisions. We apply the equity method of accounting to account for our 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 June 30, 2026, 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.

We recognized equity method losses of $0.4 million and $0.2 million during the three months ended June 30, 2026 and 2025, respectively, and $0.9 million and $0.2 million during the six months ended June 30, 2026 and 2025, respectively, which is included in equity in net loss of unconsolidated affiliate in our condensed consolidated statements of operations. We eliminate intra-entity profits and losses on transactions with FGC Holdco to the extent such profits or losses are not realized through transactions with third parties. See Note 18 (“Related Party Transactions”) for further details.

Investment in Ionada

We are 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. We have elected the fair value measurement alternative to account for this investment. See Note 17 (“Fair Value Measurements”) for further details.

On March 13, 2026, we invested an additional $1.3 million in Ionada and as a result, the carrying value of our investment in Ionada at June 30, 2026 was $6.8 million, including transaction costs of $0.5 million, and is included in other assets in our condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, we had a fully diluted ownership equity interest in Ionada of 16% and 12%, respectively. Subject to certain contractual conditions, we may invest on the same terms and conditions as the initial and secondary investments, up to $4.8 million prior to April 3, 2027, for a fully diluted ownership interest up to 24%.

Investment in ECOTEC

We hold 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, and during the three and six months ended June 30, 2026 and 2025, we didnot recognize unrealized gains or losses related to the change in fair value of our investment. Changes in the fair value of this investment are recognized in other income, net in our condensed consolidated statements of operations. See Note 17 (“Fair Value Measurements”) for further details.

Other Strategic Investments

In December 2025, we entered into a SAFE with Shoreline AI, a software-as-a-service company, focused on predictive maintenance for energy infrastructure assets. We have elected the fair value measurement alternative to account for this investment and as of June 30, 2026 and December 31, 2025, the carrying value of our investment was equal to its $5.2 million cost, including transaction costs of $0.2 million, and is included in other assets in our condensed consolidated balance sheets. See Note 17 (“Fair Value Measurements”) for further details.

f

  1. Accrued Liabilities

Accrued liabilities is comprised of the following:

​​​​​​​
(in thousands) · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · December 31, 2025
​​​​​​​
Accrued salaries and other benefits​$45,474​$61,017
Accrued income and other taxes​11,733​17,192
Accrued interest​41,036​31,037
Accrued sales and use tax audit settlement liabilities​​—​​9,867
Other accrued liabilities​73,700​25,911
Accrued liabilities​$171,943​$145,024

As of June 30, 2026, we recognized a gross litigation settlement liability within accrued liabilities related to a settlement agreement finalized prior to the issuance of these condensed consolidated financial statements. We also recognized a gross insurance recovery receivable within accounts receivable, net in our condensed consolidated balance sheets as of June 30, 2026, as recovery under the applicable insurance policy was determined to be probable and reasonably estimable.

  1. Long-Term Debt

Long-term debt is comprised of the following:

​​​​​​​
(in thousands) · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · December 31, 2025
Credit Facility​$865,600​$918,475
​​​​​​​
6.000% senior notes due February 2034:​​​​​​
Principal outstanding​​800,000​—
Unamortized debt issuance costs​​(10,061)​—
​​​789,939​—
6.625% senior notes due September 2032:​​​​​​
Principal outstanding​​700,000​700,000
Unamortized debt issuance costs​​(7,729)​(8,356)
​​​692,271​691,644
6.250% senior notes due April 2028:​​​​​​
Principal outstanding​—​800,000
Unamortized debt premium​​—​4,513
Unamortized debt issuance costs​—​(3,739)
​​—​800,774
​​​​​​​
Long-term debt​$2,347,810​$2,410,893

Credit Facility

Third Amendment to the Amended and Restated Credit Agreement

In December 2025, we amended our Amended and Restated Credit Agreement to, among other things, remove the 0.10% per annum credit spread adjustment that was previously included in the calculation of the interest rate applicable to the loans made under the Credit Facility, decrease the applicable margin for all borrowings by 0.25% per annum such that the applicable margin for borrowings varies and decrease the commitment fee payable on the daily unused amount of the Credit Facility from 0.375% per annum to 0.25% per annum when less than 50% of the Credit Facility is utilized. We did not incur any transaction costs related to the Third Amendment to the Amended and Restated Credit Agreement.

As of June 30, 2026, there were $3.2 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 1.7%. The weighted-average annual interest rate on the outstanding balance under the Credit Facility was 5.4% and 5.8% at June 30, 2026 and December 31, 2025, respectively. We incurred $0.4 million of commitment fees on the daily unused amount of the Credit Facility during both the three months ended June 30, 2026 and 2025, and $1.1 million and $1.0 million during the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, we were in compliance with all covenants under our Amended and Restated Credit Agreement. Additionally, all undrawn capacity on our Credit Facility was available for borrowings as of June 30, 2026.

Second Amendment to the Amended and Restated Credit Agreement

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

During the year ended December 31, 2025, we incurred $1.9 million in transaction costs related to the Second 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.

First Amendment to the Amended and Restated Credit Agreement

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

●increase the borrowing capacity of the Credit Facility from $750.0 million to $1.1 billion;
●increase the portion of the Credit Facility available for the issuance of swing line loans from $75.0 million to $110.0 million;
●increase the cash dominion trigger threshold amount from $75.0 million to $110.0 million;
●add certain financial institutions as lenders under the Credit Facility;
●join a newly formed wholly owned subsidiary of Archrock Services, L.P. as a guarantor and grantor under the Credit Facility; and
●modify certain other covenants to which we are subject.

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.

2034 Notes

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

The 2034 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 2034 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 2034 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 Services, L.P. and Archrock Partners Finance Corp., which are the issuers of the 2034 Notes. The 2034 Notes and the guarantees rank equally in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness.

We may, at our option, redeem all or part of the 2034 Notes at any time on or after February 1, 2029, at specified redemption prices, plus any accrued and unpaid interest. In addition, prior to February 1, 2029, we may redeem up to 40% of the 2034 Notes, in an amount equal to the net cash proceeds of one or more equity offerings, at a specified redemption price, plus any accrued and unpaid interest. We may also redeem all or part of the 2034 Notes at any time prior to February 1, 2029 at a redemption price equal to the principal amount and a make whole premium, plus any accrued and unpaid interest.

The indenture governing the 2034 Notes contains covenants that, among other things, limit our ability to pay dividends on, repurchase or redeem our common stock or repurchase or redeem subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred securities; create or incur certain liens; sell assets; consolidate, merge or transfer all or substantially all of our assets; enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; engage in transactions with affiliates; and create unrestricted subsidiaries. If the 2034 Notes achieve an investment grade rating from any two out of three of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and S&P Global Ratings and no default has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2034 Notes also contains customary events of default.

2032 Notes

In August 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 statements 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, L.P. and Archrock Partners Finance Corp., which are the issuers 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 unsecured indebtedness.

We may, at our option, redeem all or 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, in an amount equal to the net cash proceeds of one or more equity offerings, at a specified redemption price, plus any accrued and unpaid interest. We may also redeem all or part of the 2032 Notes at any time prior to September 1, 2027 at a redemption price equal to the principal amount and a make whole premium, plus any accrued and unpaid interest.

The indenture governing the 2032 Notes contains covenants that, among other things, limit our ability to pay dividends on, repurchase or redeem our common stock or repurchase or redeem subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred securities; create or incur certain liens; sell assets; consolidate, merge or transfer all or substantially all of our assets; enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; engage in transactions with affiliates; and create unrestricted subsidiaries. If the 2032 Notes achieve an investment grade rating from each of Moody’s Investors Service, Inc. and S&P Global Ratings and no default has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2032 Notes also contains customary events of default.

2028 Notes

In December 2020, we completed a private offering of $300.0 million aggregate principal amount of 6.25% senior notes due April 2028, which were issued pursuant to the indenture under which we completed a private offering of $500.0 million aggregate principal amount of 6.25% senior notes in December 2019. The notes of thetwo offerings have identical terms and are treated as a single class of securities. The $300.0 million of notes were issued at 104.875% of their face value and have an effective interest rate of 5.6%. The $500.0 million of notes were issued at 100% of their face value and have an effective interest rate of 6.8%.

The net proceeds from the 2028 Notes were used to repay borrowings outstanding under our Credit Facility. Issuance costs related to the 2028 Notes were considered deferred financing costs, and together with the issue premium of the December 2020 offering of 2028 Notes, were recorded within long-term debt in our condensed consolidated balance sheets and were being amortized to interest expense in our condensed consolidated statements of operations over the terms of the notes.

2028 Notes Redemption

On April 1, 2026, we repurchased our 2028 Notes. The 2028 Notes were redeemed at 100% of their $800.0 million aggregate principal amount plus accrued and unpaid interest of approximately $25.0 million with borrowings under the Credit Facility. We recorded a debt extinguishment gain of $0.7 million in our condensed consolidated statements of operations during the second quarter of 2026 due to the write-off of unamortized debt premium of $4.0 million, which was partially offset by the write-off of unamortized debt issuance costs of $3.3 million.

2027 Notes

In March 2019, we completed a private offering of $500.0 million aggregate principal amount of 6.875% senior notes due April 2027 and received net proceeds of $491.2 million after deducting issuance costs of $8.8 million. The $500.0 million of notes were issued at 100% of their face value and have an effective interest rate of 7.9%.

The net proceeds from the 2027 Notes were used to repay borrowings outstanding under our Credit Facility. Issuance costs related to the 2027 Notes were considered deferred financing costs and were recorded within long-term debt in our condensed consolidated balance sheets and were being amortized to interest expense in our condensed consolidated statements of operations over the terms of the notes.

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 $200.0 million 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 condensed consolidated statements of operations.

2027 Notes Redemption

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

  1. Commitments and Contingencies

Purchase Commitments

Our future capital purchase commitments consist of contractual obligations for new fleet assets that have been ordered but not yet received. As of June 30, 2026, we had contractual obligations to purchase$868.9 million of additional fleet assets through 2029, of which$258.8 million is due within the next 12 months.

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 reasonably 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 June 30, 2026 and December 31, 2025, we accrued $7.2 million and $7.9 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 reasonably possible that the resolution of future audits could be material to our condensed consolidated results of operations or cash flows.

As of June 30, 2026 and December 31, 2025, $2.9 million and $3.1 million, respectively, of the tax contingencies mentioned above had an offsetting indemnification asset.

We settled certain sales and use tax audits for which we recorded a net benefit of $27.8 million during the year ended December 31, 2025, which was primarily reflected as a decrease to cost of sales, exclusive of depreciation and amortization. For subsequent open certain sales and use tax periods, we recorded tax credits as a net benefit of $8.0 million during the year ended December 31, 2025, which was primarily reflected as a decrease to cost of sales, exclusive of depreciation and amortization. As of December 31, 2025, these settlements and credits were reflected in our condensed consolidated balance sheet as a $41.5 million tax refund receivable and an offsetting $9.9 million in accrued liabilities and $1.0 million in other liabilities.

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.

  1. Stockholders’ Equity

NGCS Acquisition

In May 2025, we completed the NGCS Acquisition and issued approximately 2.3 million shares of common stock to NGCSE sellers as part of the acquisition purchase price. The NGCS acquisition date fair value was $53.0 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 the Share Repurchase Program in April 2023 that allowed us to repurchase and retire up to $50.0 million of outstanding common stock. Between April 2024 and October 2025, extensions of the Share Repurchase Program were approved by our Board of Directors to repurchase and retire outstanding common stock through December 31, 2026. As of June 30, 2026, available capacity under the Share Repurchase Program was $113.2 million.

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.

Since the inception of the Share Repurchase Program in April 2023 and through June 30, 2026, we have repurchased 4,632,263 shares of common stock at an average price of $20.91 per share, for an aggregate of $96.9 million. As of June 30, 2026, we have retired all of the shares of common stock that had been previously repurchased under the Share Repurchase Program.

Shares Withheld Related to Net Settlement of Equity Awards

The 2020 Plan allows 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:

​​​​​​​​​​​​​​​​​​​
​ · ​ · Three Months Ended June 30, 2026 · ​ · Six Months Ended June 30, 2026
(dollars in thousands, except per share amounts) · ​ · Total Number of Shares · ​ · Average Price per Share · ​ · Total Cost of Shares · ​ · Total Number of Shares · ​ · Average Price per Share · ​ · Total Cost of Shares
Shares repurchased under the Share Repurchase Program​​—​$—​$—​​170,952​$25.87​$4,422
Shares withheld related to net settlement of equity awards​​1,964​​39.16​​77​​466,110​​27.88​​12,997
Total​​1,964​$39.16​$77​​637,062​$27.34​$17,419
​​​​​​​​​​​​​​​​​​​
​​ ​ ​Three Months Ended June 30, 2025​Six Months Ended June 30, 2025
(dollars in thousands, except per share amounts)​Total Number of Shares​Average Price per Share​Total Cost of Shares​Total Number of Shares​Average Price per Share​Total Cost of Shares
Shares repurchased under the Share Repurchase Program​​1,226,954​$23.49​$28,822​​1,236,115​$23.50​$29,045
Shares withheld related to net settlement of equity awards​​601​​23.80​​14​​504,968​​29.68​​14,988
Total​​1,227,555​$23.49​$28,836​​1,741,083​$25.29​$44,033

Cash Dividends

The following table summarizes our dividends declared and paid in each of the quarterly periods of 2026 and 2025:

​​​​​​​
​ · ​ ​ ​ · Dividends per · ​ ​ ​ · ​
(dollars in thousands, except per share amounts) · ​ ​ ​ · Common Share · ​ ​ ​ · ​Dividends Paid
2026 · ​ · ​ · ​ · ​
Q2​​0.220​​38,624
Q1​​0.220​​39,907
​​​​​​​
2025​​​​
Q4​$0.210​$36,876
Q3​0.210​​36,921
Q2​0.190​​33,620
Q1​0.190​​34,185

On July 23, 2026, our Board of Directors declared a quarterly dividend of $0.23 per share of common stock, or approximately $40.5 million, to be paid on August 11, 2026 to stockholders of record at the close of business on August 4, 2026.

  1. Revenue from Contracts with Customers

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

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
(in thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Contract operations:​​​​​​​​​​​​
0 ― 1,000 horsepower per unit​$105,444​$108,670​$212,584​$210,902
1,001 ― 1,500 horsepower per unit​106,249​106,354​215,700​207,956
Over 1,500 horsepower per unit​117,436​103,155​231,587​199,571
Other (1)​131​148​269​295
Total contract operations revenue (2)​329,260​318,327​660,140​618,724
​​​​​​​​​​​​​
Aftermarket services:​​​​​​​​
Services​22,915​33,107​44,387​59,162
OTC parts and components sales​19,063​29,846​40,478​50,557
Other​​—​​1,872​​—​​1,872
Total aftermarket services revenue (3)​41,978​64,825​84,865​111,591
​​​​​​​​​​​​​
Total revenue​$371,238​$383,152​$745,005​$730,315

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

(2)Includes$1.6 million and$1.8 million for the three months ended June 30, 2026 and 2025, respectively, and$3.1 million and$3.4 million for the six months ended June 30, 2026 and 2025, 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 revenue and other revenue is recognized at a point in time.

See Note 19 (“Segments”) for further details.

Performance Obligations

As of June 30, 2026, we had $1.5 billion of remaining performance obligations related to our contract operations segment, which will be recognized through 2034 as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands)​​ ​ ​2026​ ​ ​2027​ ​ ​2028​ ​ ​2029​ ​ ​2030​Thereafter (1)​ ​ ​Total
Remaining performance obligations​​$351,346​$413,296​$212,807​$140,457​$109,724​$274,546​$1,502,176

(1)Performance obligations are expected to be$89.6 million,$79.9 million,$71.5 million and$33.5 million during the years ending December 31,2031,2032,2033 and 2034, respectively.

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 of June 30, 2026 and December 31, 2025, our receivables from contracts with customers, net of allowance for credit losses, were $158.9 million and $128.9 million, respectively.

Allowance for Credit Losses

The changes in our allowance for credit losses during the six months ended June 30, 2026 are as follows:

​​​​
(in thousands) · ​ ​ ​ ​ ​ · ​
Balance at beginning of period​ ​ ​ ​ ​$1,205
Provision for credit losses​​85
Write-offs charged against allowance​​(85)
Balance at end of period​$1,205

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 June 30, 2026 and December 31, 2025, our contract liabilities were $11.9 million and $12.0 million, respectively, which are included in other liabilities in our condensed consolidated balance sheets.

During the six months ended June 30, 2026 and 2025, we deferred revenue of$11.2 million and$9.6 million, respectively, and recognized revenue of$11.4 million and$7.8 million, respectively. The revenue recognized and deferred during the periods is primarily related to freight billings for contract operations and milestone billings for aftermarket services.

  1. Long-Lived and Other Asset Impairment

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:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
(dollars in thousands)​ ​ ​2026​ ​ ​2025​ ​ ​2026​ ​ ​2025
Idle compressors retired from the active fleet​40​30​100​50
Horsepower of idle compressors retired from the active fleet​17,000​12,000​41,000​17,000
Impairment recorded on idle compressors retired from the active fleet​$4,881​$2,110​$10,140​$3,082

See Note 17 (“Fair Value Measurements”) for further details.

In connection with the Flowco Disposition, we adjusted the carrying value of the disposal group to its estimated fair value less costs to sell and recorded a write-down of $8.7 million during the three and six months ended June 30, 2025, which is included in long-lived and other asset impairment in our condensed consolidated statements of operations. See Note 3 (“Business Transactions”) for further details.

  1. Restructuring Charges

During the second quarter of 2025, management approved and initiated a plan to exit certain facilities that were no longer deemed economical for our business, and during the three and six months ended June 30, 2026, we continued to execute the plan and incurred $0.1 million and $0.3 million, respectively, of costs to exit these facilities. The facility closure 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.

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:

​​​​​​​​​​​​​
​ · ​ ​ ​ · Contract · ​ · Aftermarket · ​ · ​ · ​ · ​ · ​ · ​
(in thousands) · ​ · Operations · ​ · Services · ​ · Other(1) · ​ · Total
Three months ended June 30, 2026​​​​​​​​​​​​
Facility closure​$125​$—​$—​$125
Total restructuring charges​$125​$—​$—​$125
​​​​​​​​​​​​​
Three months ended June 30, 2025​​​​​​​​​​​​
Facility closure​$—​$—​$144​$144
Total restructuring charges​$—​$—​$144​$144
​​​​​​​​​​​​​
Six months ended June 30, 2026​​​​​​​​​​​​
Facility closure​$261​$—​$—​$261
Total restructuring charges​$261​$—​$—​$261
​​​​​​​​​​​​​
Six months ended June 30, 2025​​​​​​​​​​​​
Facility closure​$520​$—​$289​$809
Total restructuring charges​$520​$—​$289​$809
(1)Represents expense incurred within our corporate function and not directly attributable to our segments.

The following table presents restructuring charges incurred by cost type:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
(in thousands) · ​ · 2026 · ​ ​ ​ · 2025 · ​ · 2026 · ​ ​ ​ · 2025
Facility closure​​​​​​​​​​​​
Severance costs​$—​$—​$—​$596
Property disposal and closure costs​​125​​144​​261​​213
Total restructuring costs​$125​$144​$261​$809
  1. Income Taxes

Effective Tax Rate

The year-to-date effective tax rate for the six months ended June 30, 2026 differed significantly from our statutory rate primarily due to state taxes, unrecognized tax benefits and the limitation on executive compensation, partially offset by the benefit from equity-settled long-term incentive compensation.

  1. 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:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
(in thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Net income​$66,720​$63,420​$140,514​$134,270
Less: Allocation of earnings to participating securities​(406)​(486)​(2,207)​(1,891)
Net income attributable to common stockholders​$66,314​$62,934​$138,307​$132,379
​​​​​​​​​​​​​
Allocation of earnings to cash or share settled restricted stock units (1)​​—​​(16)​​—​​448
Diluted net income attributable to common stockholders​$66,314​$62,918​$138,307​$132,827
​​​​​​​​​​​​​
Weighted-average common shares outstanding used in basic earnings per common share​​174,410​​175,007​​174,248​​174,513
Effect of dilutive securities:​​​​​​​​​​​​
Performance-based restricted stock units​​239​​255​​276​​304
Time-based restricted stock units​​92​​—​​94​​—
ESPP shares​​3​​2​​8​​4
Weighted-average common shares outstanding used in diluted earnings per common share​​174,744​​175,264​​174,626​​174,821

(1)The three and six months ended June 30, 2026 excludes the income effect of participating liability awards that permit share settlement as the effect would be anti-dilutive.

  1. Fair Value Measurements

The accounting standard for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into the following three categories:

●Level 1 – quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement.
●Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model–derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or prices vary substantially over time or among brokered market makers.
●Level 3 – model–derived valuation in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those that reflect our own assumptions regarding how market participants would price the asset or liability based on the best available information.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Investment in ECOTEC

As of June 30, 2026, we owned a 25% equity interest in ECOTEC in which we have elected the fair value option to account for this investment. There wereno purchases of equity interests or unrealized changes in the fair value of our investment in ECOTEC recognized during the three and six months ended June 30, 2026 or 2025. The fair value of our investment in ECOTEC at both June 30, 2026 and December 31, 2025 was $14.6 million, and is included in other assets in our condensed consolidated balance sheets.

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. See Note 7 (“Investments in Unconsolidated Affiliates and Other Strategic Investments”) for further details.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Investments in Unconsolidated Affiliates and Other Strategic Investments

As of June 30, 2026 and December 31, 2025, the carrying value of our investments in which we have elected the fair value measurement alternative was $12.0 million and $10.6 million, respectively, and is included in other assets in our condensed consolidated balance sheets. There wereno upward adjustments, impairments or downward adjustments to the carrying value of these investments as of both June 30, 2026 and December 31, 2025. See Note 7 (“Investments in Unconsolidated Affiliates and Other Strategic Investments”) for further details.

Compression Fleet

During the six months ended June 30, 2026, we recorded nonrecurring fair value measurement adjustments related to our idle compressors. Our estimate of the compression fleet’s 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 impaired compression fleet as of June 30, 2026 and December 31, 2025 was as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands)​​​June 30, 2026​December 31, 2025
Impaired compression fleet​​​$1,288​$871

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

​​​​​
​​ ​ ​Range​ ​ ​ ​ ​ ​​ ​Weighted Average (1)
Estimated net sale proceeds:​​​​
As of June 30, 2026​$0 - $375 per horsepower​$59 per horsepower
As of December 31, 2025​$0 - $241 per horsepower​$54 per horsepower
(1)Calculated based on an estimated discount for market liquidity of 19% as of both June 30, 2026 and December 31, 2025.

See Note 13 (“Long-Lived and Other Asset Impairment”) 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 its variable interest rate. 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:

​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands)​ ​ ​June 30, 2026​ ​ ​December 31, 2025
Carrying amount of fixed rate debt (1)​$1,500,000​$1,500,000
Fair value of fixed rate debt​1,510,000​1,527,000

(1)Carrying amounts exclude unamortized premium and deferred financing costs. See Note 9 (“Long-Term Debt”) for further details.

  1. Related Party Transactions

ECOTEC

During the three and six months ended June 30, 2026, we made purchases of $0.1 million and $0.3 million, respectively, from our unconsolidated affiliate ECOTEC, whereas during the three and six months ended June 30, 2025, we made purchases of $0.2 million and $0.3 million, respectively, from our unconsolidated affiliate.

FGC Holdco

During the three and six months ended June 30, 2026, we madeno purchases from our unconsolidated affiliate FGC Holdco, whereas during the three and six months ended June 30, 2025, we made purchases of $1.2 million and $3.1 million, respectively, from our unconsolidated affiliate.

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:

​​​​​​​
(in thousands) · ​ · June 30, 2026 · ​ · December 31, 2025
Inventory​$7,718​$7,718
Investment in unconsolidated affiliate​185​159
Total VIE assets​​7,903​​7,877
Maximum exposure to loss​$7,903​$7,877

Hilcorp

From August 2019 to present, our Board of Directors has included a member affiliated with our customer Hilcorp or its subsidiaries or affiliates. During the three and six months ended June 30, 2026, revenue from Hilcorp and affiliates was $9.5 million and $18.5 million, respectively, whereas during the three and six months ended June 30, 2025, revenue from Hilcorp and affiliates was $10.6 million and $21.7 million, respectively. During the three and six months ended June 30, 2026, there wereno used equipment sales to Hilcorp and affiliates, whereas during both the three and six months ended June 30, 2025, we recorded a sale of used equipment to Hilcorp and affiliates of $9.9 million.

Accounts receivable, net due from Hilcorp and affiliates was $1.6 million and $1.7 million as of June 30, 2026 and December 31, 2025, respectively.

Shoreline AI

During both the three and six months ended June 30, 2026, we made purchases of $0.1 million from our unconsolidated affiliate Shoreline AI.

  1. Segments

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.

Our CODM is our President & Chief Executive Officer. 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.

Summarized financial information for our reporting segments is shown below:

​​​​​​​​​​
​ · ​ ​ ​ · Contract · ​ ​ ​ · Aftermarket · ​ ​ ​ · ​ · ​
(in thousands) · ​ ​ ​ · Operations · ​ ​ ​ · Services · ​ ​ ​ · Total
Three months ended June 30, 2026 · ​ · ​ · ​ · ​ · ​ · ​
Revenue(1)​$329,260​$41,978​$371,238
Cost of sales, exclusive of depreciation and amortization​​94,672​​32,054​​126,726
Adjusted gross margin​234,588​9,924​244,512
​​​​​​​​​​
Three months ended June 30, 2025​​​​​​
Revenue(1)​$318,327​$64,825​$383,152
Cost of sales, exclusive of depreciation and amortization​​96,152​​49,886​​146,038
Adjusted gross margin​222,175​14,939​237,114
​​​​​​​​​​
Six months ended June 30, 2026​​​​​​
Revenue(1)​$660,140​$84,865​$745,005
Cost of sales, exclusive of depreciation and amortization​​187,943​​65,127​​253,070
Adjusted gross margin​472,197​19,738​491,935
​​​​​​​​​​
Six months ended June 30, 2025​​​​​​
Revenue(1)​$618,724​$111,591​$730,315
Cost of sales, exclusive of depreciation and amortization​​185,951​​85,143​​271,094
Adjusted gross margin​432,773​26,448​459,221
(1)Segment revenue includes only sales to external customers.

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

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
(in thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Total revenues​$371,238​$383,152​$745,005​$730,315
Cost of sales, exclusive of depreciation and amortization​(126,726)​(146,038)​(253,070)​(271,094)
Depreciation and amortization​(71,478)​(63,139)​(141,212)​(120,759)
Gross margin​173,034​173,975​350,723​338,462
Depreciation and amortization​​71,478​​63,139​​141,212​​120,759
Adjusted gross margin​$244,512​$237,114​$491,935​$459,221

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

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ ​ ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
(in thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Adjusted gross margin​$244,512​$237,114​$491,935​$459,221
Less:​​​​​​​​
Selling, general and administrative​39,641​36,244​84,872​73,451
Depreciation and amortization​71,478​63,139​141,212​120,759
Long-lived and other asset impairment​4,881​10,847​10,140​11,819
Restructuring charges​​125​​144​​261​​809
Debt extinguishment gain​​(687)​​—​​(687)​​—
Interest expense​37,016​41,711​76,526​79,452
Transaction-related costs​​328​​6,127​​924​​10,062
Gain on sale of assets, net​​(297)​​(4,297)​​(10,413)​​(11,632)
Other income, net​(967)​(2,841)​(1,572)​(3,525)
Income before income taxes​$92,994​$86,040​$190,672​$178,026
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