Ranger Energy Services, Inc.
For the period ended Mar 31, 2026. Filed Apr 28, 2026.
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Mar 31, 2026 · Filed Apr 28, 2026
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Notes to Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 — Organization and Business Operations
Business
Ranger Energy Services, Inc. (“Ranger, Inc.,” “Ranger,” “we,” “us,” “our” or the “Company”) is a provider of onshore high specification well service rigs, wireline services, and additional processing solutions and ancillary services in the United States (“U.S.”). The Company provides an extensive range of well site services to leading U.S. E&P companies that are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well.
Our service offerings consist of well completion support, workover, well maintenance, wireline, and other complementary services, as well as installation, commissioning and operating of modular equipment, which are conducted inthree reportable segments, as follows:
High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.
Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production, and pump down service lines.
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.
The Company’s operations take place 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, Gulf Coast, South Central Oklahoma Oil Province and Sooner Trend, Anadarko Basin, and Canadian and Kingfisher Counties plays.
Organization
Ranger, Inc. was incorporated as a Delaware corporation in February 2017. In conjunction with the initial public offering of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which closed on August 16, 2017 (the “Offering”), and the corporate reorganization Ranger Inc. underwent in connection with the Offering, Ranger Inc. became a holding company, and its sole material assets consist of membership interests in RNGR Energy Services, LLC, a Delaware limited liability company (“Ranger LLC”). Ranger LLC owns all of the outstanding equity interests in Ranger Energy Services, LLC (“Ranger Services”) and Torrent Energy Services, LLC (“Torrent Services”), and the other subsidiaries through which it operates its assets. Ranger LLC is the sole managing member of Ranger Services and Torrent Services, and is responsible for all operational, management and administrative decisions relating to Ranger Services, its subsidiaries, and Torrent Services’ business and consolidates the financial results of Ranger Services, its subsidiaries, and Torrent Services.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the SEC instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures have been condensed or omitted. The Condensed Consolidated Financial Statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the results of operations for the interim periods. These interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in the Annual Report. Interim results for the periods presented may not be indicative of results that will be realized for future periods.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in Note 2 — Summary of Significant Accounting Policies of the Annual Report.
Use of Estimates
The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from such estimates.
Areas where critical accounting estimates are made by management include:
Depreciation and amortization of property and equipment and intangible assets;
Assets acquired and liabilities assumed in business combinations;
Impairment of property and equipment and intangible assets;
Collectability of accounts receivable and estimates of allowance for credit losses;
Income taxes; and
Equity-based compensation.
New Accounting Pronouncements
Recently adopted accounting standards
In July 2025, the FASB issued Accounting Standards Update No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The Company adopted ASU 2025-05 effective January 1, 2026 and elected to apply the guidance prospectively. Based on the short-term nature of the Company’s accounts receivable and contract assets, historical loss experience, and current credit risk management practices, the adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements or related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. In January 2025, the FASB issued Accounting Standards Update 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the effective date, which only impacts public business entities with non-calendar year-end reporting periods. As such, the original effective date pronounced in ASU 2024-03 remains applicable for the Company. Based on both the ASU 2024-03 and subsequent clarification in ASU 2025-01, early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
Note 3 — Business Combination
The Company completedone acquisition in the fourth quarter of 2025, which was accounted for using the acquisition method of accounting under the FASB Accounting Standards Codification 805, Business Combinations (“ASC 805”). The results of operations for the acquisition are included in the accompanying Condensed Consolidated Statement of Operations from the date of the acquisition. Under the acquisition method of accounting, the assets acquired and liabilities assumed have been recorded at their respective estimated fair values as of the date of completion of the acquisition and reported into Ranger’s Condensed Consolidated Balance Sheet.
The Company utilized valuation techniques consistent with the market approach to measure the fair value of the assets acquired and liabilities assumed in the business combination. The Company’s market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The estimates of fair value required the use of significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the assets.
American Well Intermediate Holdings, LLC Acquisition
On November 7, 2025 (the “Acquisition Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with American Well Holdings, LLC to acquire 100% of the ownership interests of American Well Intermediate Holdings, LLC (“AWS Intermediate”), the sole owner of 100% of the ownership interests of American Well Services, LLC (“American Well Services,” and together with AWS Intermediate, “AWS” and the acquisition, the “AWS Acquisition”), which operates a fleet of high specification rigs and complementary supporting equipment primarily within the Permian Basin. The acquisition was completed to strengthen the Company’s existing service offerings in its current operating segments. In January 2026, AWS Intermediate was renamed Ranger AWS Intermediate Holdings, LLC and American Well Services was renamed Ranger AWS, LLC. The financial results of AWS subsequent to the acquisition date are included within the High Specification Rigs and Processing Solutions and Ancillary Services reporting segments.
The preliminary purchase price allocation previously disclosed in the Company’s Annual Report on Form 10-K for year ended December 31, 2025 has been updated during the three months ended March 31, 2026 to reflect revised estimates, including an update for the refinements to the fair value of certain acquired assets and liabilities based on updated information. The allocation of the purchase price remains preliminary as of March 31, 2026.
The total estimated fair value of consideration transferred in the AWS Acquisition was $88.6 million, consisting of $61.8 million in cash paid at closing, net of a $3.0 million working capital adjustment,1,998,401 shares of Class A Common Stock issued to the seller, and a $2.3 million contingent consideration measured at fair value that the seller is eligible to receive based on the performance of the AWS Acquisition during the 12 months following the Acquisition Date.
The following table presents the total estimated fair value of assets acquired and liabilities assumed in accordance with ASC 805, as adjusted through March 31, 2026 (in millions):
| Cash | $6.3 |
|---|---|
| Accounts receivable | 26.1 |
| Inventory | 0.2 |
| Prepaid and other current assets | 0.1 |
| Property and equipment | 67.4 |
| Operating leases, right-of-use asset | 6.9 |
| Finance lease right-of-use assets, net | 4.6 |
| Total assets acquired | 111.6 |
| Accounts payable | 7.4 |
| Accrued expenses | 4.0 |
| Short-term lease liability | 3.7 |
| Long-term lease liability | 7.9 |
| Total liabilities assumed | 23.0 |
| Total estimated purchase consideration transferred: | |
| Cash | 61.8 |
| Net working capital adjustment | (3.0) |
| Equity issued | 27.5 |
| Fair value of contingent consideration | 2.3 |
| Total estimated fair value of consideration transferred | $88.6 |
Net working capital adjustment represents the difference between specified current assets and current liabilities, as defined in the Purchase Agreement, measured as of the Acquisition Date. The preliminary net working capital adjustment is subject to final settlement in accordance with the terms of the Purchase Agreement.
Equity issued represents the 1,998,401 shares of Class A Common Stock issued pursuant to the acquisition, valued at the Company’s stock price on the Acquisition Date of $13.75 per share.
Contingent consideration represents the fair value of the earnout payable to the sellers based on the achievement of defined post-closing performance targets. The contingent consideration was measured at fair value as of the Acquisition Date and classified as a Level 3 liability due to the use of unobservable inputs. The estimated fair value of $2.3 million was determined using a probability-weighted scenario analysis, which incorporates management’s estimates of the likelihood of achieving the applicable performance targets, discounted at the Company’s cost of debt as of the Acquisition Date. The maximum earnout payable to the sellers is $5.0 million. The contingent consideration liability is remeasured at fair value each reporting period, with changes in fair value recognized in net income. During the three months ended March 31, 2026, the fair value of contingent consideration increased by $0.3 million, which was recognized as Other expenses, net in the Condensed
Consolidated Statement of Operations. As of March 31, 2026, the estimated fair value of the contingent consideration was $2.6 million.
The fair value of trade receivables acquired was $26.1 million. The gross contractual amounts receivable were approximately $26.2 million, of which management estimates approximately $0.1 million will not be collected.
Note 4 — Assets Held for Sale
Assets held for sale include the net book value of assets the Company plans to sell within the next 12 months and are primarily related to excess non-working assets. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value less estimated costs to sell.
As of March 31, 2026, the Company classified $0.3 million of idle high specification rigs within our broader rig portfolio as held for sale as they are being actively marketed, as compared to $0.8 million as of March 31, 2025.
For the three months ended March 31, 2026 and 2025, the Company recognized a net gain on assets previously held in Property and equipment of $0.6 million and a net loss of $0.7 million, respectively, which is shown on the Condensed Consolidated Statements of Operations.
Note 5 — Property and Equipment, Net
Property and equipment, net include the following (in millions):
| Estimated Useful Life(Years) | March 31, 2026 | December 31, 2025 | |
|---|---|---|---|
| High specification rigs | 15 | $194.2 | $191.8 |
| Machinery and equipment | 3 - 30 | 250.0 | 247.4 |
| Vehicles | 3 - 15 | 63.5 | 63.4 |
| Other property and equipment | 5 - 25 | 24.9 | 24.5 |
| Property and equipment | 532.6 | 527.1 | |
| Less: accumulated depreciation | (271.9) | (256.8) | |
| Construction in progress | 23.4 | 10.6 | |
| Property and equipment, net | $284.1 | $280.9 |
Depreciation expense was $16.0 million and $10.4 million for the three months ended March 31, 2026 and 2025, respectively.
Note 6 — Intangible Assets, Net
Definite lived intangible assets are comprised of the following (in millions):
| Estimated Useful Life(Years) | March 31, 2026 | December 31, 2025 | |
|---|---|---|---|
| Customer relationships | 10-18 | $11.4 | $11.4 |
| Less: accumulated amortization | (6.7) | (6.5) | |
| Intangible assets, net | $4.7 | $4.9 |
Amortization expense was $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively. Amortization expense for the future periods is expected to be as follows (in millions):
| For the twelve months ending March 31, | Total |
|---|---|
| 2027 | $0.7 |
| 2028 | 0.6 |
| 2029 | 0.5 |
| 2030 | 0.5 |
| 2031 | 0.5 |
| Thereafter | 1.9 |
| Total | $4.7 |
Note 7 — Accrued Expenses
Accrued expenses include the following (in millions):
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Accrued payables | $10.2 | $9.1 |
| Accrued compensation | 13.5 | 11.5 |
| Accrued taxes | 1.0 | 1.4 |
| Accrued insurance | 3.8 | 3.4 |
| Accrued expenses | $28.5 | $25.4 |
Note 8 — Leases
Operating Leases
The Company has operating leases, primarily for real estate and equipment, with terms that vary fromone tonine years, included in operating lease costs in the table below. The operating leases are included in Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.
Lease costs associated with yard and field offices are included in cost of services and executive offices are included in general and administrative costs in the Condensed Consolidated Statements of Operations. Lease costs and other information related to operating leases for the three months ended March 31, 2026 and 2025, are as follows (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Short-term lease costs | $4.0 | $3.7 |
| Operating lease costs | $0.7 | $0.8 |
| Operating cash outflows from operating leases | $0.8 | $0.9 |
| Weighted average remaining lease term | 5.2 years | 1.8 years |
| Weighted average discount rate | 6.8% | 8.1% |
As of March 31, 2026, aggregate future minimum lease payments under operating leases are as follows (in millions):
| For the twelve months ending March 31, | Total |
|---|---|
| 2027 | $4.0 |
| 2028 | 2.3 |
| 2029 | 1.4 |
| 2030 | 1.1 |
| 2031 | 3.9 |
| Total future minimum lease payments | 12.7 |
| Less: amount representing interest | (1.8) |
| Present value of future minimum lease payments | 10.9 |
| Less: current portion of operating lease obligations | (3.5) |
| Long-term portion of operating lease obligations | $7.4 |
On February 1, 2025 the Company entered into an agreement to sublease a 38,033 square foot property located in Midland, Texas. The sublease will cover the remaining term of the head lease for the property with no renewal options, ending September 30, 2027. Sublease income will be reported separately from the operating lease expense as part of other income. The Company recognized an impairment to the right of use asset associated with this operating lease of $0.4 million, in accordance with ASC 360-10 on February 1, 2025. The fair value of the right of use asset was measured as the present value of the future sublease cash flows using the Company’s incremental borrowing rate.
Certain of the Company’s customer agreements to construct and operate hybrid rigs (“ECHO Rigs”), contain an operating lease component under ASC 842, Leases. A contract is considered to contain a lease when (i) it specifies identified assets, (ii) the customer obtains substantially all of the economic benefits from those assets during the period of use, and (iii) the customer directs the use of the assets during the period of use. The Company has elected the lessor practical expedient to combine lease and non-lease components when (a) the revenue recognition pattern is the same and (b) the lease component, if accounted for separately, would be classified as an operating lease. When the non-lease component is the predominant element, the combined component is accounted for under ASC 606, Revenue from Contracts with Customers.
Finance Leases
The Company leases certain assets, primarily automobiles, under finance leases with terms that are generally three tofive years. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are amortized over the shorter of the estimated useful lives or over the lease term. The finance leases are included in Property and equipment, net, Short-term lease liability and Long-term lease liability in the Condensed Consolidated Balance Sheets.
Lease costs and other information related to finance leases for the three months ended March 31, 2026 and 2025, are as follows (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Amortization of finance leases | $3.0 | $1.6 |
| Interest on lease liabilities | $0.6 | $0.6 |
| Financing cash outflows from finance leases | $2.9 | $1.7 |
| Weighted average remaining lease term | 2.3 years | 2.1 years |
| Weighted average discount rate | 6.4% | 6.5% |
As of March 31, 2026, aggregate future minimum lease payments under finance leases are as follows (in millions):
| For the twelve months ending March 31, | Total |
|---|---|
| 2027 | $8.2 |
| 2028 | 5.6 |
| 2029 | 3.1 |
| 2030 | 0.5 |
| Total future minimum lease payments | 17.4 |
| Less: amount representing interest and fees | (1.8) |
| Present value of future minimum lease payments | 15.6 |
| Less: current portion of finance lease obligations | (7.2) |
| Long-term portion of finance lease obligations | $8.4 |
Note 9 — Other Financing Liabilities
The Company has sale, lease-back agreements for land and certain other fixed assets with terms that vary from 18 months to 13 years. The sales did not qualify for sale accounting, therefore these leases were classified as finance leases and no gain or loss was recorded. The net book value of the assets remained in Property and equipment, net and are depreciating over their original useful lives.
As of March 31, 2026, aggregate future lease payments of the financing liabilities are as follows (in millions):
| For the twelve months ending March 31, | Total |
|---|---|
| 2027 | $0.7 |
| 2028 | 0.8 |
| 2029 | 0.9 |
| 2030 | 0.8 |
| 2031 | 1.0 |
| Thereafter | 5.9 |
| Total future minimum lease payments | $10.1 |
Note 10 — Debt
Wells Fargo Bank, N.A. Credit Agreement
On May 31, 2023, the Company entered into a Credit Agreement with Wells Fargo Bank, N.A., providing the Company with a secured credit facility (“Wells Fargo Revolving Credit Facility”) in an aggregate principal amount of $75.0 million. Debt under the Credit Agreement is secured by a lien on substantially all of the Company’s assets. The Company was in compliance with the Credit Agreement covenant of maintaining a Fixed Charge Coverage Ratio (“FCCR”) of greater than 1.0 as of March 31, 2026, which is applicable only under certain borrowing levels.
The Company has up to $5.0 million available under the Wells Fargo Revolving Credit Facility for letters of credit, subject to assignment. As of March 31, 2026, Letters of Credit outstanding totaled $4.2 million. These Letters of Credit are primarily to be utilized for working capital, general corporate purposes, and to support the Company’s insurance programs, and have been amended periodically in connection with the annual insurance renewals. The interest rate applicable to the Letters of Credit was approximately 2.0% for the month ended March 31, 2026.
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 eligible 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 under certain circumstances that 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 Condensed Consolidated Balance Sheets.
Under the Wells Fargo Revolving Credit Facility, the total loan capacity was $66.5 million, which was based on a borrowing base certificate in effect as of March 31, 2026. 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 $26.7 million under the Wells Fargo Revolving Credit Facility as of March 31, 2026 and had $4.2 million in Letters of Credit open under the facility, leaving a residual $35.6 million available for borrowings as of March 31, 2026. Long-term debt, current portion on the Condensed Consolidated Balance Sheets also included other immaterial financing obligations, including vehicle-related financing arrangements. 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 5.8% for the three months ended March 31, 2026. As of March 31, 2026, the Company’s borrowing base did not include any accounts receivable or unbilled revenue from the acquisition. The Company continues to evaluate the inclusion of such balances under the Credit Agreement as the acquired business is further integrated.
Note 11 — Equity
Equity-Based Compensation
In 2017, the Company adopted the Ranger Energy Services, Inc. 2017 Long Term Incentive Plan (the “2017 Plan”). The Company has granted shares of restricted stock (“restricted shares” or “RSAs”), restricted stock units (“restricted units” or “RSUs”), and performance-based restricted stock units (“performance stock units” or “PSUs”) under the 2017 Plan.
Restricted Stock Awards
The Company has granted RSAs, which generally vest inthree equal annual installments beginning on the first anniversary date of the grant. No RSAs were granted during 2026 or 2025. As of March 31, 2026, there was an aggregate of $1.1 million of unrecognized expense related to RSAs issued, which is expected to be recognized over a weighted average period of 1.0 year.
Restricted Stock Units
Beginning in 2025, the Company stopped issuing RSAs and began issuing RSUs to certain employees in lieu of RSAs. These employee RSUs generally vest inthree equal annual installments beginning on the first anniversary date of the grant. In addition, the Company began granting RSUs in 2024 to certain non-employee directors, which vest on the first anniversary of the date of the grant. During the three months ended March 31, 2026, the Company granted approximately 311,200 RSUs to employees with an approximated aggregate value of $5.3 million. During the three months ended March 31, 2025, the Company granted approximately 232,500 RSUs to employees with an approximated aggregate value of $4.0 million. As of March 31, 2026, there was an aggregate of $7.9 million of unrecognized expense related to RSUs issued to employees and non-employee directors, which is expected to be recognized over a weighted average period of 2.5 years.
Certain non-employee directors may elect for a portion of their RSUs to settle in the form of restricted cash units (“RCUs”), which vest on the same schedule as the originally granted RSUs.
RCUs are cash-settled with the value of each vested RCU equal to the closing price per share of our Class A Common Stock on the vesting date. The Company determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation, due to this cash settlement feature. RCUs are remeasured based on the closing price per share of the Company’s Class A Common Stock at the end of each reporting period. As of March
31, 2026, the liability associated with unvested RCUs was $0.1 million, which is included in Accrued expenses in the Condensed Consolidated Balance Sheets.
Performance Stock Units
The performance criteria applicable to performance stock units that have been granted by the Company are based on relative total stockholder return, which measures the Company’s total stockholder return as compared to the total stockholder return of a designated peer group, and absolute total stockholder return. Generally, the performance stock units are subject to athree-year performance period.
During the three months ended March 31, 2026, the Company granted approximately 154,100 target shares of market-based performance stock units, of which 77,050 were granted at a relative grant date fair value of approximately $22.20 per share and 77,050 were granted at an absolute grant date fair value of approximately $21.74 per share. Shares granted during the three months ended March 31, 2026 are expected to vest (if at all) following the completion of the applicable performance period on December 31, 2028. During the three months ended March 31, 2025, the Company granted approximately 136,000 target shares of market-based performance stock units, of which 68,000 were granted at a relative grant date fair value of approximately $22.46 per share and 68,000 were granted at an absolute grant date fair value of approximately $18.24 per share. As of March 31, 2026, there was an aggregate of $5.6 million of unrecognized compensation cost related to performance stock units, which is expected to be recognized over a weighted average period of 1.7 years.
Effective March 3, 2025, the Company modified the absolute total stockholder return calculation for grants made to three grantees in 2023 and 2024 to include dividends in the calculation of absolute stockholder return. The modification resulted in incremental compensation cost of $0.1 million, which was recognized in 2025.
Share Repurchases
On March 7, 2023, the Company announced a share repurchase program allowing the Company to purchase Class A Common Stock held by non-affiliates, not to exceed $35.0 million in aggregate value. On March 4, 2024, the Company announced that its Board of Directors approved additional share repurchases of $50.0 million, bringing the total share repurchase program authorization to $85.0 million in aggregate value. Share repurchases may take place in any transaction form as allowable by the SEC. Approval of the program by the Board of Directors of the Company is valid for 36 months after the approval date, and may be accelerated, suspended or discontinued at any time without notice, allowing the Company to utilize the expanded $50 million of approved capacity through March 4, 2027.
During the three months ended March 31, 2026, the Company repurchased 38,700 shares of the Company’s Class A Common Stock for a total of $0.5 million, net of tax on the open market. As of March 31, 2026, an aggregate of 4,358,900 shares of Class A Common Stock were purchased for a total of $47.7 million, net of tax since the inception of the repurchase plan announced on March 7, 2023 and $37.6 million remained available under the share repurchase program.
Dividends
In 2023, the Board of Directors approved the initiation of a quarterly dividend of $0.05 per share. The Company increased the quarterly dividend to $0.06 per share in 2025. The Company paid $1.3 million to stockholders for the three months ended March 31, 2025. As of March 31, 2026, $1.4 million of dividends were declared and unpaid, and were included in Other current liabilities in the Condensed Consolidated Balance Sheet.
The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. There can be no assurance that we will pay a dividend in the future.
Note 12 — Risk Concentrations
Customer Concentrations
During the three months ended March 31, 2026, three customers accounted for approximately 40%,16%, and 10%, respectively, of the Company’s consolidated revenues. These customers contributed 61% of the revenue for high specification rigs,30% for wireline services, and 72% for processing solutions and ancillary services. As of March 31, 2026, approximately 71% of the net accounts receivable balance, in aggregate, was due from these customers.
The majority of our trade receivables have payment terms of 30 days or less. As of March 31, 2026, the top three trade receivable balances represented approximately 52%,15%, and 4%, respectively, of consolidated net accounts receivable. Within our High Specification Rig segment, the top three trade receivable balances represented 46%,16%, and 6%, respectively, of total High Specification Rig net accounts receivable. Within our Wireline Services segment, the top three trade receivable balances represented 21%,16%, and 14%, respectively, of total Wireline Services net accounts receivable. Within our Processing Solutions and Ancillary Services segment, the top three trade receivable balances represented 67%,13%, and 7%, respectively, of total Processing Solutions and Ancillary Services net accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers.
During the three months ended March 31, 2025, four customers accounted for approximately 29%,13%,11%, and 11%, respectively, of the Company’s consolidated revenues. For the three months ended March 31, 2025, these customers contributed 70% of the revenue for high specification rigs,28% for wireline services, and 66% for processing solutions and ancillary services. As of March 31, 2025, approximately 64% of the net accounts receivable balance, in aggregate, was due from these customers.
Note 13 — Income Taxes
Effective Tax Rate
The Company is a corporation and is subject to U.S. federal income tax. The Company uses an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating the estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and other income tax related estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates. The effective U.S. federal income tax rate applicable to the Company for the three months ended March 31, 2026 and 2025 was 25.3% and (30.6)%, respectively. The Company is subject to the Texas Margin Tax, which requires tax payments at a maximum statutory effective rate of 0.75% on the taxable margin of each taxable entity that does business in Texas.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, "Income Taxes", requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Certain elements of the OBBBA are not effective until 2026, which the Company has evaluated. As a result, the Company evaluated the legislation and determined it did not have a material effect on the provision for income taxes in 2026.
Tax Attributes
Historically, utilization of a portion of the Company's net operating loss carryforwards has been subject to limitations of utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended. The Company incurred an ownership change, triggering another Section 382 loss limitation, during the three months ended June 30, 2023.
As the Company continues to experience increasing profits, we believe we will fully utilize all deferred tax assets including those associated with the net operating loss carry-forward. Accordingly, the Company has not recorded a valuation allowance against any deferred tax assets as of March 31, 2026.
Other Tax Matters
Total income tax expense for the three months ended March 31, 2026 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income or loss primarily due to the impact of state income taxes as well as certain non-deductible expenses.
The Company qualified for federal government assistance through employee retention credit ("ERC") provisions of the Consolidated Appropriations Act of 2021. As previously reported, the Company filed amended tax returns with the Internal Revenue Service ("IRS") claiming a refund of certain payroll taxes from 2020 and 2021. During 2025, the Company received a portion of the claimed refunds in cash and recognized such amounts in Other income in the periods received. As of March 31, 2026, the Company had not recognized a receivable for the remaining claimed amount and plans to record any additional refunds in the period received.
The Company is subject to the following material taxing jurisdictions: the United States and Texas. As of March 31, 2026, the Company has no current tax years under audit. The Company remains subject to examination for federal income taxes and state income taxes for tax years 2022 through 2025.
The Company has evaluated all tax positions for which the statute of limitations remains open and believes that the material positions taken would more likely than not be sustained upon examination. Therefore, as of March 31, 2026, the Company had not established any reserves for, nor recorded any unrecognized benefits related to, uncertain tax positions.
Note 14 — Earnings per Share
Earnings per share is based on the amount of earnings allocated to the stockholders and the weighted average number of shares outstanding during the period for each class of Common Stock. Diluted earnings per share is computed giving effect to all potentially dilutive shares. The following table presents the Company’s calculation of the basic and diluted earnings per share (in millions, except share and per share data):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Income (numerator): | ||
| Basic: | ||
| Income attributable to Ranger Energy Services, Inc. | $3.0 | $0.6 |
| Net income attributable to Class A Common Stock | $3.0 | $0.6 |
| Diluted: | ||
| Income attributable to Ranger Energy Services, Inc. | $3.0 | $0.6 |
| Net income attributable to Class A Common Stock | $3.0 | $0.6 |
| Weighted average shares (denominator): | ||
| Weighted average number of shares - basic | 23,604,415 | 22,308,855 |
| Effect of share-based awards | 432,606 | 802,612 |
| Weighted average number of shares - diluted | 24,037,021 | 23,111,467 |
| Basic income per share | $0.13 | $0.03 |
| Diluted income per share | $0.12 | $0.03 |
Note 15 — Commitments and Contingencies
Legal Matters
From time to time, the Company is involved in various legal matters arising in the normal course of business. The Company does not believe that the ultimate resolution of these currently pending matters will have a material adverse effect on its condensed consolidated financial position or results of operations. We maintain insurance policies with insurers in amounts and with coverage and deductibles that we, with the advice of our insurance advisers and brokers, believe are reasonable and prudent. We cannot, however, assure you that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available in the future at economical prices.
Earnout Obligations Related to Business Combination
In connection with the Company’s acquisition of AWS, the Company included in the Purchase Agreement a contingent consideration arrangement that provides for potential future cash payments to the sellers based on the achievement of specified post-acquisition performance targets during the 12 months following the Acquisition Date. The contingent consideration obligation is recorded at fair value and remeasured each reporting period, with changes in fair value recognized in earnings. During the three months ended March 31, 2026, the fair value of the contingent consideration increased by $0.3 million. As of March 31, 2026, the fair value of the contingent consideration liability was $2.6 million. See “Part I,—Note 3—Business Combination" for additional information.
Note 16 — Segment Reporting
The Company’s operations are located in the United States and organized into three reportable segments: High Specification Rigs, Wireline Services, and Processing Solutions and Ancillary Services. 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 reportable segments comprise the structure used by the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance during the years presented in the accompanying Consolidated Financial Statements. The Chief Executive Officer is regarded as the Company’s CODM. The primary profitability measurement used by the CODM to review segment operating results is Adjusted EBITDA. 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 or loss on sale of assets, significant and unusual legal fees and settlements, impairment of assets, adjustment to contingent consideration, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance. The CODM utilizes Adjusted EBITDA to allocate resources for each segment predominantly in the annual planning process and to monitor segment results compared to prior period, forecasted results, and the annual plan.
The reportable segments have been categorized based on services provided in each line of business. The tables below present Adjusted EBITDA, as the Company believes this is most consistent with the principles used in measuring the financial statements.
During the fourth quarter of 2022, the Company determined assets are routinely utilized across multiple segments and Management does not utilize the net property and equipment value as a metric to evaluate the profitability of the respective segments. Therefore, the net property and equipment values have been removed from the segment data presented below.
The following is a description of each operating segment:
High Specification Rigs. Provides high specification well service rigs and complementary equipment and services to facilitate operations throughout the lifecycle of a well.
Wireline Services. Provides services necessary to bring and maintain a well on production and consists of our completion, production and pump down service lines.
Processing Solutions and Ancillary Services. Provides complementary services often utilized in conjunction with our High Specification Rigs and Wireline Services segments. These services primarily include equipment rentals, plug and abandonment, and processing solutions.
Certain segment information for the three months ended March 31, 2026 and 2025 is as follows (in millions):
| High Specification Rigs | Wireline Services | Processing Solutions and Ancillary Services | Total | |
|---|---|---|---|---|
| Revenue | $106.2 | $10.6 | $42.3 | $159.1 |
| Employee expenses | 53.4 | 5.2 | 16.1 | 74.7 |
| Repair and maintenance | 10.7 | 0.8 | 4.9 | 16.4 |
| Other segment items* | 21.2 | 4.7 | 13.6 | 39.5 |
| Plus: Acquisition related costs | 0.5 | — | 0.3 | 0.8 |
| Adjusted EBITDA | $21.4 | $(0.1) | $8.0 | $29.3 |
| Depreciation and amortization | $10.3 | $2.3 | $3.7 | $16.3 |
| Capital expenditures | $16.1 | $— | $3.5 | $19.6 |
| High Specification Rigs | Wireline Services | Processing Solutions and Ancillary Services | Total | |
|---|---|---|---|---|
| Revenue | $87.5 | $17.2 | $30.5 | $135.2 |
| Employee expenses | 45.1 | 9.5 | 6.5 | 61.1 |
| Repair and maintenance | 8.0 | 2.3 | 2.7 | 13.0 |
| Other segment items* | 17.0 | 8.5 | 15.8 | 41.3 |
| Plus: Severance and reorganization costs | — | 0.2 | 0.1 | 0.3 |
| Plus: Acquisition related costs | — | 0.6 | — | 0.6 |
| Adjusted EBITDA | $17.4 | $(2.3) | $5.5 | $20.7 |
| Depreciation and amortization | $5.4 | $2.7 | $2.2 | $10.3 |
| Capital expenditures | $7.3 | $— | $1.7 | $9.0 |
- Other Segment Items include Direct Materials, Subcontractor Expense, Reimbursable Expenses, Equipment Rentals, Fuel, Per Diem, Travel & Entertainment, Vehicles and Miscellaneous. These items, including Employee Expenses and Repair and Maintenance, are included in Cost of Services and General and Administrative expense in the Consolidated Statements of Operations.
A reconciliation of Adjusted EBITDA to income before income taxes and net income is as follows (in millions):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Total segment Adjusted EBITDA | $29.3 | $20.7 |
| Other unallocated expenses | (6.0) | (5.2) |
| Impairment of assets | — | (0.4) |
| Equity based compensation | (1.6) | (1.5) |
| Gain (loss) on sale of assets | 0.6 | (0.7) |
| Severance and reorganization costs | — | (0.6) |
| Acquisition related costs | (1.0) | (0.4) |
| Legal fees and settlements | — | (0.3) |
| Adjustment to contingent consideration | (0.3) | — |
| Depreciation and amortization | (16.2) | (10.6) |
| Interest expense, net | (0.8) | (0.5) |
| Income before income taxes | 4.0 | 0.5 |
| Income tax expense (benefit) | (1.0) | 0.1 |
| Net income | $3.0 | $0.6 |
Note 17 — Subsequent Events
On April 27, 2026, the Board of Directors declared a quarterly cash dividend of $0.06 per share payable May 22, 2026 to common stockholders of record at the close of business on May 8, 2026. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. There can be no assurance that we will pay a dividend in the future.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.