Ranger Energy Services, Inc.

Previous wording

We are a provider of onshore high specification well service rigs and complementary services in the United States. We provide an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing, maintaining and enhancing the flow of oil and natural gas throughout the productive life of a well. Additionally, we serve to assist our customers in decommissioning wells at the end of their economic life. A comprehensive discussion of each of our reporting segments is included below in the section titled “How We Evaluate Our Operations.”

Current wording

We are a provider of onshore high specification well service rigs and complementary services in the U.S. We provide an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing, maintaining and enhancing the flow of oil and natural gas throughout the productive life of a well. Additionally, we serve to assist our customers in decommissioning wells at the end of their economic life. A comprehensive discussion of each of our reporting segments is included below in the section titled “How We Evaluate Our Operations.”

Previous wording

We operate in most of the active oil and natural gas basins in the United States, including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend Anadarko Basin Canadian and Kingfisher Counties plays.

Current wording

We operate in most of the active oil and natural gas basins in the U.S., including the Permian Basin, Denver-Julesburg Basin, Bakken Shale, Eagle Ford Shale, Haynesville Shale, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend Anadarko Basin Canadian and Kingfisher Counties plays.

Previous wording

As the Company looks ahead to 2025, we anticipate steady business opportunities as both the U.S. and global economies continue to demonstrate resilience. We further expect our financial results to show slight year-over-year improvement. According to the International Energy Agency, global oil demand is projected to increase by 1.1 million barrels per day in 2025, compared to demand growth of 1.2 million barrels per day in 2024. As we are a production-focused business with solely domestic operations, we have also considered the U.S. Energy Information Administration’s estimate that daily crude oil production in the United States is expected to increase to 13.5 million barrels per day, up from 13.2 million barrels per day in 2024. It is anticipated by the International Energy Agency that OPEC+ will begin increasing production in 2025, while demand is expected to remain relatively muted. With supply and demand remaining imbalanced, downward pressure on prices is forecasted by both the International Energy Agency and the U.S. Energy Information Administration, with oil prices expected to average approximately $74 per barrel during 2025 as compared to $81 per barrel in 2024. While we do not have significant gas market exposure, we expect some tailwinds in gas markets as being potentially beneficial to our business as the U.S. Energy Information Administration forecasts natural gas spot prices of $3.10 per million BTU and U.S. LNG exports of 14 billion cubic feet per day in 2025, compared to 2024 actual figures of $2.10 and 12 billion cubic feet, respectively.

Current wording

As the Company looks ahead to 2026, we anticipate that our core business will remain resilient in the face of continued macroeconomic pressures. We expect our financial results to show meaningful year-over-year improvement, driven by our production-oriented focus, our continued relationships with our core customers that represent the largest E&P businesses in the Lower 48, and our increased exposure to the Permian Basin following the acquisition of AWS. We believe the acquisition of AWS will deliver more than $36.0 million in Adjusted EBITDA in fiscal year 2026, while legacy Ranger business lines are expected to remain largely flat year-over-year in the current oil and gas environment. As we are a production-focused business with solely domestic operations, we have considered the U.S. Energy Information Administration’s (“EIA”) estimate that daily crude oil production in the U.S. is expected to remain flat from 2025 to 2026 at 13.6 million barrels per day, up from 13.2 million barrels per day in 2024. The EIA estimates that Lower 48 crude oil production in the U.S. is expected to average 11.1 million barrels per day in 2026, down from 11.3 million barrels per day in 2025 but still up from 11.0 million barrels per day in 2024. In the Permian Basin, where we have our largest base of operations following the acquisition of AWS, crude oil production is expected to remain flat from 2025 to 2026 at 6.6 million barrels per day, up from 6.3 million barrels per day in 2024. With supply and demand remaining imbalanced, downward pressure on prices is forecasted by both the International Energy Agency and the U.S. Energy Information Administration, with oil prices expected to average approximately $56 per barrel during 2026 as compared to $69 per barrel in 2025 and $81 per barrel in 2024. Our business should benefit from increased demand for natural gas, driven by domestic electricity demand and international demand for increasing LNG exports from the U.S. While our direct exposure to natural gas markets is limited in comparison to our crude oil exposure, the assets both we and our competition operate in basins are capable of being deployed across both crude oil and natural gas wells and tightening in either market should benefit the broader complex. We also see potential tailwinds for our Torrent natural gas processing solution as increases in regulatory requirements around flaring and natural gas demand provide a positive long-term setup.

Previous wording

During 2021, 2022, 2023 and 2024, the Company placed significant focus on acquiring and integrating assets and associated operations, described below, into current business processes. Through these acquisitions and their subsequent integrations, Ranger has continued to refine its business strategies and processes to focus on the performance of the Company and anticipates that acquisitions will continue to play a key role in the business going forward.

Current wording

During the last five years, the Company placed significant focus on acquiring and integrating assets and associated operations, described below, into current business processes. Through these acquisitions and their subsequent integrations, Ranger has continued to refine its business strategies and processes to focus on the performance of the Company and anticipates that acquisitions will continue to play a key role in the business going forward.

Previous wording

The largest of its recent acquisitions took place during the fall of 2021 when Ranger Energy Acquisition, LLC, entered into an Asset Purchase Agreement for certain assets of Basic and certain of its subsidiaries. As consideration for the assets acquired, the Company paid $36.7 million in cash, where such cash was generated through the issuance of Series A Preferred Stock. Purchased assets included well servicing rigs, fishing and rental assets, coiled tubing units, and rolling stock assets required to support the operating assets as well as certain real property. Separately, during 2021, the Company made two additional acquisitions of wireline service providers that operated throughout the Permian, Denver-Julesburg and Powder River Basins and the Bakken Shale. These acquisitions significantly expanded the scale and scope of the existing wireline business.

Current wording

During 2021, Ranger Energy Acquisition, LLC entered into an Asset Purchase Agreement for certain assets of Basic Energy Services, Inc. and certain of its subsidiaries. As consideration for the assets acquired, the Company paid $36.7 million in cash, where such cash was generated through the issuance of Series A Preferred Stock. Purchased assets included well servicing rigs, fishing and rental assets, coiled tubing units, and rolling stock assets required to support the operating assets as well as certain real property. Separately, during 2021, the Company made two additional acquisitions of wireline service providers that operated throughout the Permian, Denver-Julesburg and Powder River Basins and the Bakken Shale. These acquisitions significantly expanded the scale and scope of the existing wireline business. During 2023, the Company complemented the earlier acquisitions with the purchase of certain pumping assets and associated equipment to continue to bolster its wireline segment capabilities.

Previous wording

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. For further information, please see “Part II, Item 9A. Controls and Procedures.”

Current wording

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the guidelines established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. For further information, please see “Part II, Item 9A. Controls and Procedures.”

Previous wording

We provide services within the United States that are organized into three reporting segments: High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services, which are described below. The reportable segments have been categorized based on the nature of services provided within each line of business.

Current wording

We provide services within the U.S. that are organized into three reporting segments: High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services, which are described below. The reportable segments have been categorized based on the nature of services provided within each line of business.

Previous wording

•High Specification Rigs. Provides high specification well service rigs to facilitate operations throughout the life cycle of a well.

Current wording

•High Specification Rigs. Provides high specification well service rigs to facilitate operations throughout the lifecycle of a well.

Previous wording

•Processing Solutions and Ancillary Services. Provides complimentary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. The services primarily include equipment rentals, coil tubing, plug and abandonment, and processing solutions.

Current wording

•Processing Solutions and Ancillary Services. Provides other services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services include equipment rentals, plug and abandonment, logistics, coil tubing, mixing plants and chemicals, tubing and inspection, transportation, and processing solutions.

Previous wording

•Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expenses and depreciation of corporate furniture and fixtures, amortization, impairments, debt retirements and other items similar in nature.

Current wording

•Other. Other represents costs not allocable to the reporting segments and includes corporate general and administrative expense and depreciation of corporate furniture and fixtures, amortization, impairments and other items similar in nature.

Previous wording

Rig hours and stage counts, as it relates to our High Specification Rigs and Wireline Services segments, respectively, are important indicators of our activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked. Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment. Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, customers are billed upon the completion of the well, on a monthly basis, or on a per job basis. The rates for which the customer is billed is generally predetermined based upon a contractual agreement.

Current wording

Rig hours and stage counts, as it relates to our High Specification Rigs and parts of our Wireline Services segments, respectively, are important indicators of our activity levels and profitability. Rig hours represent the aggregate number of hours that our well service rigs actively worked. Stage counts represent the number of completed stages during the periods presented for the completion service line within our Wireline Services segment. Generally, during the period our services are being provided, our customers are billed on an hourly basis for our high specification rig services or, as it relates to our wireline services, customers are billed upon the completion of the well, on a monthly basis, or on a per job basis. The rates for which the customer is billed is generally predetermined based upon a contractual agreement.

Previous wording

We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense. While we believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets.

Current wording

We analyze our operating income or loss by segment, which we have defined as revenue less cost of services and depreciation expense. We believe this is a key financial metric as it provides insight on profitability and operational performance based on the historical cost basis of our assets.

Previous wording

We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. The CODM primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition‑related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non‑cash and certain other items that we do not view as indicative of our ongoing performance. See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Current wording

We view Adjusted EBITDA, which is a non‑GAAP financial measure, as an important indicator of performance. The Chief Operating Decision Maker (“CODM”) primarily uses Adjusted EBITDA to assess segment profitability and make resource allocation decisions. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity-based compensation, acquisition-related costs, severance and reorganization costs, gain on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, inventory adjustment, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance. See “—Results of Operations” and “—Note Regarding Non‑GAAP Financial Measure” for more information and reconciliations of net income (loss) to Adjusted EBITDA, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Previous wording

Revenue. Revenue decreased $65.5 million, or 10%, to $571.1 million for the year ended December 31, 2024 from $636.6 million for the year ended December 31, 2023. The change in revenue by segment was as follows:

Current wording

Revenue. Revenue decreased $24.2 million, or 4%, to $546.9 million for the year ended December 31, 2025 from $571.1 million for the year ended December 31, 2024. The change in revenue by segment was as follows:

Previous wording

High Specification Rigs. High Specification Rig revenue increased $22.8 million, or 7%, to $336.1 million for the year ended December 31, 2024 from $313.3 million for the year ended December 31, 2023. The increase in revenue included an increase in average revenue per rig hour by 5% to $736 from $703 for the year ended December 31, 2023, coupled by a corresponding 2% increase in total rig hours to 456,900 for the year ended December 31, 2024 from 446,000 for the year ended December 31, 2023.

Current wording

High Specification Rigs. High Specification Rig revenue increased $10.9 million, or 3%, to $347.0 million for the year ended December 31, 2025 from $336.1 million for the year ended December 31, 2024. The increase in revenue reflects revenue growth of $17.1 million related to the AWS acquisition and included a 3% increase in total rig hours to 472,400 for the year ended December 31, 2025 from 456,900 for the year ended December 31, 2024.

Previous wording

Wireline Services. Wireline Services revenue decreased $88.9 million, or 45%, to $110.2 million for the year ended December 31, 2024 from $199.1 million for the year ended December 31, 2023. The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $90.9 million illustrated by a 63% decrease in completed stage count to 9,400 from 25,600 in the prior year. This decrease in completion services and stage count corresponds with lower operational activity as the Company adjusted its service mix in response to market conditions. Wireline pump down experienced decreases year over year in revenue of $2.4 million that were driven by pricing reductions as a consequence of increased competition from frac providers. These declines were offset by wireline production service revenue, which increased year over year by $4.4 million reflecting increased operational activity and an intentional management decision to pivot to production related work.

Current wording

Wireline Services. Wireline Services revenue decreased $41.3 million, or 37%, to $68.9 million for the year ended December 31, 2025 from $110.2 million for the year ended December 31, 2024. The decrease in wireline services revenue was attributable to reductions in the completions service line totaling $17.3 million illustrated by a 23% decrease in completed stage count to 7,200 from 9,400 in the prior year. This decrease in completion services and stage count corresponds with lower operational activity as the Company adjusted its service mix in response to market conditions. Wireline production and pump down experienced decreases year over year in revenue of $13.2 million and $10.8 million, respectively, that were driven by pricing reductions as a consequence of increased competition from frac providers.

Previous wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue increased $0.6 million, to $124.8 million for the year ended December 31, 2024 from $124.2 million for the year ended December 31, 2023. The increase reflects higher activity in other Ancillary Services lines with revenue growth in our rentals, plugging and abandonment, and logistics service lines of $5.5 million, $1.1 million, and $1.1 million, respectively. Our Torrent gas processing business has continued to expand, generating $8.5 million in revenue for the year ended December 31, 2024, compared to $5.0 million for the year ended December 31, 2023, an increase of $3.5 million. These increases were partially offset by declines in our coil tubing and snubbing services, which decreased by $4.5 million and $2.3 million, respectively.

Current wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services revenue increased $6.2 million, or 5%, to $131.0 million for the year ended December 31, 2025 from $124.8 million for the year ended December 31, 2024. The increase reflects higher activity in other Ancillary Services lines with revenue growth of $9.6 million related to the AWS acquisition. Our Torrent gas processing business has continued to expand, generating $14.3 million in revenue for the year ended December 31, 2025, compared to $8.5 million for the year ended December 31, 2024, an increase of $5.8 million. These increases were partially offset by declines in our plugging and abandonment and coil tubing services, which decreased by $4.5 million and $2.6 million, respectively.

Previous wording

Cost of services (exclusive of depreciation and amortization). Cost of services (exclusive of depreciation and amortization) decreased $58.9 million, or 11%, to $472.8 million for the year ended December 31, 2024 from $531.7 million for the year ended December 31, 2023. As a percentage of revenue, cost of services was approximately 83% and 84% for the years ended December 31, 2024 and 2023, respectively. The change in cost of services by segment was as follows:

Current wording

Cost of services (exclusive of depreciation and amortization). Cost of services (exclusive of depreciation and amortization) decreased $16.2 million, or 3%, to $456.6 million for the year ended December 31, 2025 from $472.8 million for the year ended December 31, 2024. As a percentage of revenue, cost of services was approximately 83% for both the years ended December 31, 2025 and 2024, respectively. The change in cost of services by segment was as follows:

Previous wording

High Specification Rigs. High Specification Rig cost of services increased $17.9 million, or 7%, to $267.1 million for the year ended December 31, 2024 from $249.2 million for the year ended December 31, 2023. The increase was primarily attributable to an increase in variable expenses, notably employee-related labor, repair and maintenance, and travel costs of $11.4 million, $3.2 million and $2.6 million, respectively. As a percentage of High Specification Rigs Services revenue, cost of services improved from 80% for the year ended December 31, 2023 to 79% for the year ended December 31, 2024.

Current wording

High Specification Rigs. High Specification Rig cost of services increased $9.8 million, or 4%, to $276.9 million for the year ended December 31, 2025 from $267.1 million for the year ended December 31, 2024. The increase in cost of services was primarily attributable to an additional expense of $9.9 million related to the AWS acquisition. As a percentage of High Specification Rigs Services revenue, cost of services increased slightly from 79% for the year ended December 31, 2024 to 80% for the year ended December 31, 2025.

Previous wording

Wireline Services. Wireline Services cost of services decreased $73.4 million, or 41%, to $107.3 million for the year ended December 31, 2024 from $180.7 million for the year ended December 31, 2023. The decrease is primarily attributable to a decrease in costs from the completion services lines by approximately $82.4 million as the Company reorganized this service line in response to lower operation activity. As a percentage of Wireline Services revenue, cost of services increased from 91% for the year ended December 31, 2023 to 97% for the year ended December 31, 2024 primarily due to declining operating leverage due to lower activity levels. The decrease in completion service line costs was offset by an increase in costs from the production service line to drive expanding activity levels.

Current wording

Wireline Services. Wireline Services cost of services decreased $34.9 million, or 33%, to $72.4 million for the year ended December 31, 2025 from $107.3 million for the year ended December 31, 2024. The decrease is primarily attributable to a decrease in costs from the completion services lines by approximately $16.8 million as the Company reorganized this service line in response to lower operation activity. Additionally, costs decreased within production and pump down services by $10.5 million and $7.6 million, respectively. As a percentage of Wireline Services revenue, cost of services increased from 97% for the year ended December 31, 2024 to 105% for the year ended December 31, 2025 primarily due to declining operating leverage due to lower activity levels.

Previous wording

General and Administrative. General and administrative expenses decreased $1.7 million, or 6%, to $27.8 million for the year ended December 31, 2024 from $29.5 million for the year ended December 31, 2023. The decrease in general and administrative expenses is primarily due to lower personnel costs and professional fees relative to the year ended December 31, 2023.

Current wording

General and Administrative. General and administrative expenses increased $1.8 million, or 6%, to $29.6 million for the year ended December 31, 2025 from $27.8 million for the year ended December 31, 2024. The increase in general and administrative expenses is primarily due to higher personnel costs driven by an increase in the Company headcount as a result of the AWS acquisition, coupled with legal fees and transactional costs.

Previous wording

Depreciation and Amortization. Depreciation and amortization increased $4.2 million, or 11%, to $44.1 million for the year ended December 31, 2024 from $39.9 million for the year ended December 31, 2023. The increase was largely attributable to capital expenditures during the year ended December 31, 2024.

Current wording

Depreciation and Amortization. Depreciation and amortization increased $2.2 million, or 5%, to $46.3 million for the year ended December 31, 2025 from $44.1 million for the year ended December 31, 2024. The increase was largely attributable to depreciation of assets acquired in the AWS acquisition during the year ended December 31, 2025.

Previous wording

Interest Expense, net. Net interest expense decreased $0.9 million, or 26%, to $2.6 million for the year ended December 31, 2024 from $3.5 million for the year ended December 31, 2023. The decrease in net interest expense was attributable to the decreased levels of borrowings year over year in conjunction with refinancings completed during the second quarter of 2023 resulting in lower borrowing costs.

Current wording

Interest Expense, net. Net interest expense decreased $1.4 million, or 54%, to $1.2 million for the year ended December 31, 2025 from $2.6 million for the year ended December 31, 2024. The changes in interest expense, net was attributable to higher interest income recognized on non-recurring items during 2025.

Previous wording

Net Income. Net income for the year ended December 31, 2024 decreased $5.4 million, or 23%, to $18.4 million from $23.8 million for the year ended December 31, 2023. The decrease in net income was primarily driven by reduced activity in Wireline Services segment.

Current wording

Net Income. Net income for the year ended December 31, 2025 decreased $6.1 million, or 33%, to $12.3 million from $18.4 million for the year ended December 31, 2024. The decrease in net income was primarily driven by reduced activity in Wireline Services segment.

Previous wording

Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.

Current wording

Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity-based compensation, acquisition-related costs, severance and reorganization costs, gain on sale of assets, significant and unusual legal fees and settlements, impairment of assets, employee retention credit, inventory adjustment, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance.

Previous wording

Adjusted EBITDA for the year ended December 31, 2024 decreased $5.5 million to $78.9 million from $84.4 million for the year ended December 31, 2023. The change by segment was as follows:

Current wording

Adjusted EBITDA for the year ended December 31, 2025 decreased $5.7 million to $73.2 million from $78.9 million for the year ended December 31, 2024. The change by segment was as follows:

Previous wording

High Specification Rigs. High Specification Rigs Adjusted EBITDA increased $6.4 million to $70.5 million from $64.1 million primarily due to an increase in revenue of $22.8 million partially offset by an increase in cost of services of $17.9 million.

Current wording

High Specification Rigs. High Specification Rigs Adjusted EBITDA decreased slightly by $0.2 million to $70.3 million from $70.5 million due to an increase in cost of services of $9.8 million, coupled by severance and reorganization costs from the prior period, slightly offset by a corresponding increase in revenue of $10.9 million.

Previous wording

Wireline Services. Wireline Services Adjusted EBITDA decreased $16.6 million to $3.5 million from $20.1 million primarily due to significant decreases in operating activity within the completions service line and higher costs relative to revenues in production and pump down service lines.

Current wording

Wireline Services. Wireline Services Adjusted EBITDA decreased $3.8 million to a loss of $0.3 million from earnings of $3.5 million primarily due to significant decreases in operating activity within the completions service line and higher costs relative to revenues in production and pump down service lines.

Previous wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA increased $4.2 million to $26.6 million from $22.4 million due to an increase in revenue of $0.6 million coupled with a decrease in cost of services of $3.4 million, driven by increasing operational activity and increased contribution from higher margin service lines.

Current wording

Processing Solutions and Ancillary Services. Processing Solutions and Ancillary Services Adjusted EBITDA decreased $2.7 million to $23.9 million from $26.6 million due to an increase in cost of services of $8.9 million, slightly offset by a corresponding increase in revenue of $6.2 million.

Previous wording

Other. Other Adjusted EBITDA improved $0.5 million for the year ended December 31, 2024 to a loss of $21.7 million from a loss of $22.2 million. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services. The year over year reduction is attributable to certain reduced personnel costs and professional fees.

Current wording

Other. Other Adjusted EBITDA improved $1.0 million for the year ended December 31, 2025 to a loss of $20.7 million from a loss of $21.7 million. The balances included in Other reflect other general and administrative costs, which are not directly attributable to High Specification Rigs, Wireline Services or Processing Solutions and Ancillary Services.

Previous wording

We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. As of December 31, 2024, we had total liquidity of $112.1 million, consisting of $40.9 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $71.2 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $75.0 million, net of no borrowings and $3.8 million in Letters of Credit open under the facility. This compares to the Company’s available borrowings under the Wells Fargo Revolving Credit Facility of $72.6 million as of December 31, 2023. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long-term liquidity requirements and comply with the covenants of our debt agreements. For further details, see “— Debt Agreements.”

Current wording

We require capital to fund ongoing operations, including maintenance expenditures on our existing fleet and equipment, organic growth initiatives, investments and acquisitions. Our primary sources of liquidity have historically been cash generated from operations and borrowings under our credit facilities. As of December 31, 2025, we had total liquidity of $67.7 million, consisting of $10.3 million of cash on hand and availability under our Wells Fargo Revolving Credit Facility of $57.4 million. Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $64.4 million, net of $3.5 million in borrowings and $3.5 million in Letters of Credit open under the facility. This compares to the Company’s available borrowings under the Wells Fargo Revolving Credit Facility of $71.2 million as of December 31, 2024. The decrease in total loan capacity compared to December 31, 2024 was primarily attributable to a reduction in the borrowing base, as the Wells Fargo Revolving Credit Facility is subject to a borrowing base determined by eligible accounts receivable and eligible unbilled revenue, less certain reserves. In connection with the AWS acquisition, certain acquired accounts receivable and unbilled revenue were not included in the borrowing base as of December 31, 2025, which reduced the total loan capacity under the facility. We strive to maintain financial flexibility and proactively monitor potential capital sources to meet our investment and target liquidity requirements that permit us to manage the cyclicality associated with our business. We currently expect to have sufficient funds to meet the Company’s short and long-term liquidity requirements and comply with the covenants of our debt agreements. For further details, see “— Debt Agreements.”

Previous wording

Net cash flows from operating activities decreased $6.3 million to $84.5 million for the year ended December 31, 2024 compared to $90.8 million for the year ended December 31, 2023. The change in cash flows from operating activities is primarily attributable to the change in working capital which decreased to $7.6 million for the year ended December 31, 2024 from $12.9 million for the year ended December 31, 2023 which was largely due to a decrease in contract assets and accounts payable balances, offset by collections of accounts receivable.

Current wording

Net cash flows from operating activities decreased $15.5 million to $69.0 million for the year ended December 31, 2025 compared to $84.5 million for the year ended December 31, 2024. The change in cash flows from operating activities is primarily attributable to the change in working capital, which decreased by $12.4 million, from a $7.6 million source of cash for the year ended December 31, 2024 to a $4.8 million use of cash for the year ended December 31, 2025, largely due to a decrease in accounts payable and accrued expenses balances, offset by a decrease in prepaid expenses.

Previous wording

Net cash flows used in investing activities increased $1.4 million to $31.1 million for the year ended December 31, 2024 compared to $29.7 million for the year ended December 31, 2023. The change in cash flows from investing activities is largely attributable to slight increases in fixed asset additions that took place during the year ended December 31, 2024 and less proceeds from asset disposals relative to those that occurred during the year ended December 31, 2023.

Current wording

Net cash flows used in investing activities increased $45.0 million to $76.1 million for the year ended December 31, 2025 compared to $31.1 million for the year ended December 31, 2024. The change in cash flows from investing activities is largely attributable to the AWS acquisition that occurred November 7, 2025.

Previous wording

Net cash flows used in financing activities decreased $20.9 million, or 43%, to cash used of $28.2 million for the year ended December 31, 2024 compared $49.1 million for the year ended December 31, 2023. For the year ended December 31, 2024, cash used in financing activities was primarily allocated to the repurchase of Class A Common Stock totaling $15.5 million, compared to $19.3 million in the prior year (see Part II, Item 8. Financial Statements and Supplementary Data — Note 10 — Equity). Additionally, the Company consolidated its debt and repaid the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note with borrowings from the new Wells Fargo Revolving Credit Facility (see —Debt Agreements, below, and Part II, Item 8. Financial Statements and Supplementary Data — Note 9 — Debt). These repayments, totaling $19.1 million, reflect the Company’s ability to pay down debt in 2023 with proceeds generated from operating activities.

Current wording

Net cash flows used in financing activities decreased $4.7 million, or 17%, to $23.5 million for the year ended December 31, 2025 compared to $28.2 million for the year ended December 31, 2024. For the year ended December 31, 2025, cash used in financing activities was primarily allocated to the repurchase of Class A Common Stock totaling $12.2 million, compared to $15.5 million in the prior year (see Part II, Item 8. Financial Statements and Supplementary Data — Note 11 — Equity). Additionally, the Company had $3.5 million in borrowings under the Wells Fargo Revolving Credit Facility to fund operating and investing activities (see —Debt Agreements, below, and Part II, Item 8. Financial Statements and Supplementary Data — Note 10 — Debt).

Previous wording

During the year ended December 31, 2024, the Company added fixed assets of $8.6 million and $4.6 million primarily related to finance leased assets and asset trades, respectively, across all operating segments. This compares to $10.0 million and $1.1 million primarily related to finance leased assets and asset trades, respectively, for the year ended December 31, 2023. Additionally, the Company paid approximately $2.0 million in interest related to debt and finance leased assets during 2024, compared to $1.4 million during 2023.

Current wording

During the years ended December 31, 2025 and 2024, the Company added fixed assets of $8.9 million and $8.6 million, respectively, primarily related to finance leased assets, and $1.8 million and $4.6 million, respectively, primarily related to asset trades. Additionally, the Company paid approximately $2.0 million of interest related to debt and finance leased assets in both fiscal year 2025 and 2024. During fiscal year 2025, the Company issued 1,998,401 shares of Class A Common Stock, with a total value of $27.5 million based on the Company’s stock price on the acquisition date, as part of the consideration for the acquisition of AWS.

Previous wording

Our working capital, which we define as total current assets less total current liabilities, was $78.7 million and $66.4 million as of December 31, 2024 and 2023, respectively. Increasing cash balances contributed most significantly to the working capital increase year over year.

Current wording

Our working capital, which we define as total current assets less total current liabilities, was $52.0 million and $78.7 million as of December 31, 2025 and 2024, respectively. Decreasing cash balances related to the AWS acquisition contributed most significantly to the working capital decrease year over year.

Previous wording

The Wells Fargo Revolving Credit Facility was drawn in part on May 31, 2023, to repay the prior EBC Revolving Credit Facility, M&E Term Loan Facility, and the secured promissory note. The undrawn portion of the Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and unbilled revenue less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions which under certain circumstances permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as Long-term debt, current portion on the Consolidated Balance Sheet.

Current wording

The Wells Fargo Revolving Credit Facility is available to fund working capital and other general corporate expenses and for other permitted uses, including the financing of permitted investments and restricted payments, such as dividends and share repurchases. The Wells Fargo Revolving Credit Facility is subject to a borrowing base that is calculated based upon a percentage of the Company’s eligible accounts receivable and unbilled revenue less certain reserves. The Company’s eligible accounts receivable serve as collateral for the borrowings under the Wells Fargo Revolving Credit Facility, which is scheduled to mature on May 31, 2028. The Wells Fargo Revolving Credit Facility includes an acceleration clause and cash dominion provisions which under certain circumstances permits the administrative agent to sweep cash daily from certain bank accounts into an account of the administrative agent to repay the Company’s obligations under the Wells Fargo Revolving Credit Facility. The borrowings of the Wells Fargo Revolving Credit Facility, therefore, are classified as a current liability on the Consolidated Balance Sheet.

Previous wording

Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $75.0 million, which is based on a borrowing base certificate in effect as of December 31, 2024. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base. The Company did not have any borrowings under the Wells Fargo Revolving Credit Facility as of December 31, 2024. The Company does have $3.8 million in Letters of Credit open under the facility, leaving a residual $71.2 million available for borrowings as of December 31, 2024. Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 7.2% for the year ended December 31, 2024.

Current wording

Under the Wells Fargo Revolving Credit Facility, the total loan capacity is $64.4 million, which is based on a borrowing base certificate in effect as of December 31, 2025. On June 17, 2024, the Company entered into the First Amendment to the Wells Fargo Revolving Credit Facility, which allows for a percentage of unbilled revenue to be included in the calculation of the borrowing base. The Company had outstanding borrowings of $3.5 million under the Wells Fargo Revolving Credit Facility and had $3.5 million in Letters of Credit open under the facility, leaving a residual $57.4 million available for borrowings as of December 31, 2025. Borrowings under the Wells Fargo Revolving Credit Facility bear interest at a rate per annum ranging from 1.75% to 2.25% in excess of SOFR and 0.75% to 1.25% in excess of the Base Rate, dependent on the average excess availability. The weighted average interest rate for the loan was approximately 5.9% for the year ended December 31, 2025. Our borrowing base does not include any accounts receivable or unbilled revenue from the acquisition of AWS as of December 31, 2025. These balances will be considered for the borrowing base in fiscal year 2026 as the business is integrated into the Company’s financial reportings under the Credit Agreement.

Previous wording

During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. During the years ended December 31, 2024 and 2023, the Company paid down the Installment Agreements by $0.1 million and $0.4 million, respectively. As of the year ended December 31, 2024, the Company had fully paid the Installment Agreements.

Current wording

During the year ended December 31, 2021, the Company entered into various Installment and Security Agreements (collectively, the “Installment Agreements”) in connection with the purchase of certain ancillary equipment, where such assets are being held as collateral. During the year ended December 31, 2024, the Company paid down the Installment Agreements by $0.1 million. As of the year ended December 31, 2024, the Company had fully paid the Installment Agreements.

Previous wording

On March 7, 2023, the Company announced a share repurchase program authorizing the Company to purchase up to $35 million of Class A Common Stock that could be utilized for up to 36 months. On March 4, 2024, the Company announced that its Board of Directors approved for additional share repurchases of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value.

Current wording

In March 2023, the Company initially announced a share repurchase program authorizing the Company to purchase up to $35 million of Class A Common Stock that could be utilized for up to 36 months. On March 4, 2024, the Company announced that the Board of Directors approved for an additional share repurchase program authorization of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. During the year ended December 31, 2025, the Company repurchased 994,400 shares of the Company’s Class A Common Stock for a total of $12.3 million, net of tax, on the open market. As of December 31, 2025, an aggregate of 4,320,200 shares of Class A Common Stock were purchased for a total of $47.1 million, net of tax since the inception of the repurchase program announced on March 7, 2023 and $38.2 million remained available under the share repurchase program.