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Ranger Energy Services, Inc.

For the period ended Apr 2, 2026. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2026 · Filed Apr 2, 2026

RNGR$12.52-1.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12
Ranger Energy Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ýNo fee required.
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter to Stockholders

Dear Stockholders,

We are pleased to invite you to the 2026 Annual Meeting of Stockholders of Ranger Energy Services, Inc. (the “Annual Meeting”), which will be held virtually on May 15, 2026, at 10:00 a.m. Central Daylight Time. The Company has elected to hold the Annual Meeting in a virtual format to facilitate convenient and accessible participation by its stockholders.

2025 Performance Highlights

2025 was a year of meaningful progress for Ranger Energy Services. Against the backdrop of a dynamic operating environment, we delivered strong financial results, advanced our strategic priorities, expanded market leadership, and returned significant capital to stockholders while maintaining the balance sheet strength and financial discipline that supports our long‑term strategy.

Key Achievements:

Financial Performance: We delivered another strong year of performance with full year revenue of $546.9 million, full year net income of $12.3 million, Adjusted EBITDA 1 of $73.2 million, Net Cash from Operating Activities of $69.0 million, and Free Cash Flow 1 of $42.9 million.

Market Leadership: We acquired American Wells Services in November 2025, making us the largest well-services provider in the Lower 48. This transaction expands our customer relationships with blue‑chip operators and adds high‑margin complementary service lines, including tubing rentals and inspection, chemicals, and mixing plant services.

Innovation and Technology: We delivered the industry’s first ECHO hybrid electric rigs, which are engineered to operate with zero emissions when connected to well‑site power. These rigs incorporate electric drivetrains, regenerative braking and battery recharging, modular architecture, and real‑time diagnostics that are integrated with our proprietary digital platforms.

Capital Returns: We returned over 40% of 2025 Free Cash Flow to investors through dividends and share repurchases, far exceeding our minimum commitment of 25%.

Safety: We continue to invest in our TANGO operations platform, Human Performance training and our Overwatch AI‑enabled safety system, which enhance operational visibility, efficiency, and safety performance across our fleet.

Looking Ahead

Ranger enters 2026 with a stronger platform, expanded capabilities, and a clear strategic roadmap. Our production‑focused portfolio, disciplined financial approach, and continued investment in technology and safety position us well to generate durable cash flows and attractive returns across commodity cycles. We remain focused on executing our strategy with discipline and integrity, always with the objective of creating long‑term value for our stockholders.

On behalf of the Board of Directors and the entire Ranger Energy Services team, thank you for your continued confidence and support.

Sincerely,

Stuart N. Bodden

President and Chief Executive Officer

Ranger Energy Services, Inc.

1 Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. Please refer to Annex A for more information about these measures, as well as a reconciliation of GAAP to non-GAAP financial measures.

i

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

WHENFriday, May 15, 202610:00 am CDTWHO CAN VOTEHolders of RNGR Class A Common Stock at the close of business on March 20, 2026
VIRTUAL MEETING ACCESSTo attend, register in advance at www.proxydocs.com/RNGRDATE OF MAILINGA Notice of Internet Availability of Proxy Materials will be mailed on or about April 2, 2026
AgendaBoard Vote RecommendationFor Further Details
Proposal 1To elect Class II directors, Stuart N. Bodden and Sean Woolverton, to hold office until the 2029 Annual Meeting.“FOR” each director nominee listed in Proposal 1Page 5
Proposal 2To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026.“FOR”Page 16
Proposal 3To provide non-binding approval of our executive compensation for 2025.“FOR”Page 28
Such other business as may properly be presented at the meeting.

The Board of Directors (the “Board”) of Ranger Energy Services, Inc. (the "Company," "Ranger," "we," "us" or "our") has set March 20, 2026 as the record date (the “Record Date”). All stockholders who hold Class A common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the 2026 Annual Meeting of Stockholders (“Annual Meeting”) or any adjournments thereof.

The purpose of the Annual Meeting is to consider and take action on the proposals stated above and discussed more thoroughly in the proxy materials. We are holding the Annual Meeting in a virtual-only format this year. All stockholders will be able to attend and participate in the Annual Meeting online, vote shares electronically and submit questions prior to the Annual Meeting. To attend the Annual Meeting online, vote or submit questions, stockholders of record will need to go to the meeting website listed above and log in using the control number included on the proxy card. Beneficial owners should review these proxy materials and follow instructions provided by their bank, broker or other nominee in order to be able to attend, participate in or vote at the annual meeting.

If you wish to submit a question, you may do so at the time of meeting registration by logging into the virtual meeting website at www.proxydocs.com/RNGR. Only questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page.

We encourage you to review these proxy materials and vote your shares before the Annual Meeting. Your vote is important.

HOW TO VOTE IN ADVANCE
Even if you plan to attend the meeting via live webcast, we urge you to vote in advance using one of these voting methods:
Justin WhitleyGeneral Counsel and Corporate SecretaryINTERNET: www.proxypush.com/RNGR
Houston, TexasApril 2, 2026TELEPHONE:1-866-307-0791
MAIL: Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 15, 2026This notice, the accompanying Proxy Statement, proxy card and 2025 Annual Report on Form 10-K are available at www.proxydocs.com/RNGR

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TABLE OF CONTENTS
Page
Proxy Statement Summary1
General Information2
Proposal One—Election of Directors5
Director Nominees6
Corporate Governance10
Meeting Attendance and Committees of the Board13
Compensation Committee Interlocks and Insider Participation14
Director Compensation14
Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm16
Audit Committee Report17
Executive Compensation18
Summary Compensation Table19
Pay vs. Performance20
Outstanding Equity22
Additional Narrative Disclosure22
Equity Compensation Plan Information27
Proposal Three—Non-Binding Approval of 2025 Executive Compensation28
Certain Relationships and Related Transactions29
Security Ownership of Certain Beneficial Owners and Management31
Stockholder Proposals and Director Nominations for 2027 Annual Meeting32
Availability of Certain Documents33
Annex A - Reconciliation of GAAP to non-GAAP Financial MeasuresA-1

iii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.