rngr-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38183

RANGER ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware			81-5449572
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

10350 Richmond, Suite 550

Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(713) 935-8900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

RNGR

New York Stock Exchange
NYSE Texas, Inc.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated Filer ☒

Non-accelerated Filer ☐

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 21, 2026, the registrant had 23,761,623 shares of Class A Common Stock and zero shares of Class B Common Stock outstanding.

RANGER ENERGY SERVICES, INC.

TABLE OF CONTENTS


						Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets						5
Condensed Consolidated Statements of Operations						6
Condensed Consolidated Statements of Stockholders’ Equity						7
Condensed Consolidated Statements of Cash Flows						8
Notes to Condensed Consolidated Financial Statements
Note 1 — Organization and Business Operations						9
Note 2 — Summary of Significant Accounting Policies						9
Note 3 — Business Combination						10
Note 4 — Assets Held for Sale						12
Note 5 — Property and Equipment, Net						12
Note 6 — Intangible Assets						12
Note 7 — Accrued Expenses						13
Note 8 — Leases						13
Note 9 — Other Financing Liabilities						14
Note 10 — Debt						14
Note 11 — Equity						15
Note 12 — Risk Concentrations						16
Note 13 — Income Taxes						17
Note 14 — Earnings per Share						18
Note 15 — Commitments and Contingencies						18
Note 16 — Segment Reporting						19
Note 17 — Subsequent Events						20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						20
Item 3. Quantitative and Qualitative Disclosures About Market Risks						29
Item 4. Controls and Procedures						30

PART II – OTHER INFORMATION
Item 1. Legal Proceedings						31
Item 1A. Risk Factors						31
Item 2. Unregistered Sales of Securities, Use of Proceeds, and Issuer Purchases of Equity Securities						31
Item 5. Other Information						32
Item 6. Exhibits						33

SIGNATURES						34

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “may,” “should,” “intend,” “could,” “believe,” “anticipate,” “estimate,” “expect,” “outlook,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Should one or more of these risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These risks could materially and adversely affect our financial condition, results of operations and prospects, and include, but are not limited to, the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”), those set forth from time-to-time in other filings by the Company with the SEC, and those in this Form 10-Q, including the following factors:

•reductions in capital spending by participants in the oil and natural gas industry;

•volatility of oil and natural gas prices which impact the supply of and demand for oil and natural gas;

•capital expenditures for new equipment as we grow our operations and capital expenditures resulting from environmental initiatives, new regulatory requirements, and advancements in oilfield services technologies;

•reduced demand for our services, including as a result of fuel conservation measures and resulting reduction in demand for oil and natural gas;

•intense competition that may cause us to lose market share and could negatively affect our ability to market our services and expand our operations;

•difficulties we may have managing the growth of our business, including through potential future acquisitions and mergers;

•challenges associated with integrating acquired or merged entities, and risks that projected Adjusted EBITDA synergies are not realized;

•customer concentrations and reliance upon a few large customers that may adversely affect our revenue and operating results;

•increasing competition for workers that could create labor shortages;

•unsatisfactory safety performance may negatively affect our current and future customer relationships, and to the extent we fail to retain existing customers or attract new customers, adversely impact our revenue;

•accidents, blowouts, explosions, craterings, fires, oil spills and releases of drilling, completion or fracturing fluids or hazardous materials or pollutants into the environment;

•claims, including personal injury and property damages;

•federal and state legislative and regulatory initiatives that could result in increased costs and additional operating restrictions or delays, as well as adversely affect demand for our support services;

•environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities;

•risks arising from climate change, and increased attention and proposed and future requirements relating to sustainability matters and conservation measures may adversely impact our or our customers’ businesses;

•seasonal weather conditions, severe weather events and natural disasters that could severely disrupt normal operations and harm our business;

•cybersecurity and data privacy risks, including interruptions, failures or attacks in our information technology systems;

•interest rate risk as a result of our revolving credit facility and other financing arrangements to fund operations;

•certain restrictions under the terms of our Wells Fargo Revolving Credit Facility may limit our future ability to pay cash dividends;

•liquidity and access to capital that could result in challenges and vulnerabilities associated with our ability to secure the necessary financial resources to support our operations, growth, and strategic initiatives;

•potential challenges, uncertainties, and risks associated with the rapid development and adoption of new technologies that could displace our existing asset base or impact traditional oil and gas operations, including automation, artificial intelligence, and renewable energy solutions;

•sufficiency of our insurance program to adequately protect against potential risks and liabilities;

•commodity price risk due to fluctuations in the prices of oil and natural gas, and resulting impacts on the activity levels of our exploration and production (“E&P”) customers;

•the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies and tariffs, on our industry and commodity prices;

•credit risk associated with our trade receivables;

•general economic conditions or a weakening of the broader energy industry, including as a result of inflation or recession; and

•risks related to our ownership and capital structure.

Our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our current and past filings with the SEC. These documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at www.sec.gov. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

All forward‑looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)


	March 31, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	6.9	$	10.3
Accounts receivable, net	119.1		77.9
Contract assets	19.8		17.1
Inventory	3.1		3.1
Prepaid expenses and other current assets	9.7		12.5
Assets held for sale	0.3		0.3
Total current assets	158.9		121.2

Property and equipment, net	284.1		280.9

Intangible assets, net	4.7		4.9
Operating leases, right-of-use assets	10.1		11.0
Other assets	1.4		1.3
Total assets	459.2		419.3

Liabilities and Stockholders' Equity
Accounts payable	$	23.3	$	25.3
Accrued expenses	28.5		25.4
Other financing liability, current portion	0.7		0.7
Long-term debt, current portion	26.8		3.5
Short-term lease liability	10.7		11.3
Other current liabilities	5.8		3.0
Total current liabilities	95.8		69.2

Long-term lease liability	15.8		16.8
Other financing liability	9.4		9.6

Deferred tax liability	24.3		23.5
Contract liabilities	13.4		—
Other long-term liabilities	0.1		0.1
Total liabilities	158.8		119.2

Commitments and contingencies (Note 15)

Stockholders' equity
Preferred stock, $0.01 per share; 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2026 and December 31, 2025	—		—
Class A Common Stock, $0.01 par value, 100,000,000 shares authorized; 28,687,500 shares issued and 23,776,772 shares outstanding as of March 31, 2026; 28,435,316 shares issued and 23,563,288 shares outstanding as of December 31, 2025	0.3		0.3
Class B Common Stock, $0.01 par value, 100,000,000 shares authorized; no shares issued or outstanding as of March 31, 2026 and December 31, 2025	—		—
Less: Class A Common Stock held in treasury at cost; 4,910,728 treasury shares as of March 31, 2026 and 4,872,028 treasury shares as of December 31, 2025	(51.4)		(50.9)
Retained earnings	50.5		48.9
Additional paid-in capital	301.0		301.8
Total stockholders' equity	300.4		300.1
Total liabilities and stockholders' equity	$	459.2	$	419.3

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except share and per share amounts)


	Three Months Ended
	March 31,
	2026		2025
Revenue
High Specification Rigs	$	106.2	$	87.5
Wireline Services	10.6		17.2
Processing Solutions and Ancillary Services	42.3		30.5
Total revenue	159.1		135.2

Operating expenses
Cost of services (exclusive of depreciation and amortization):
High Specification Rigs	85.4		70.1
Wireline Services	10.7		20.3
Processing Solutions and Ancillary Services	34.5		25.0
Total cost of services (exclusive of depreciation and amortization)	130.6		115.4
General and administrative	7.8		7.1
Depreciation and amortization	16.2		10.6
Impairment of assets	—		0.4
(Gain) loss on sale of assets	(0.6)		0.7
Total operating expenses	154.0		134.2

Operating income	5.1		1.0

Other expenses
Interest expense, net	0.8		0.5

Other expenses, net	0.3		—
Total other expenses, net	1.1		0.5

Income before income tax expense (benefit)	4.0		0.5
Income tax expense (benefit)	1.0		(0.1)
Net income	3.0		0.6

Income per common share
Basic	$	0.13	$	0.03
Diluted	$	0.12	$	0.03
Weighted average common shares outstanding
Basic	23,604,415		22,308,855
Diluted	24,037,021		23,111,467

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in millions, except share amounts)


	Three Months Ended March 31,
	2026	2025	2026		2025
	Quantity		Amount
Shares, Class A Common Stock
Balance, beginning of period	28,435,316	26,130,574	$	0.3	$	0.3
Issuance of shares under share-based compensation plans	389,539	378,894	—		—
Shares withheld for taxes on equity transactions	(137,355)	(133,758)	—		—

Balance, end of period	28,687,500	26,375,710	$	0.3	$	0.3

Treasury Stock
Balance, beginning of period	(4,872,028)	(3,877,628)	$	(50.9)	$	(38.6)
Repurchase of Class A Common Stock	(38,700)	—	(0.5)		—
Balance, end of period	(4,910,728)	(3,877,628)	$	(51.4)	$	(38.6)

Retained Earnings
Balance, beginning of period			$	48.9	$	42.2
Net income			3.0		0.6
Dividends declared			(1.4)		(1.4)
Balance, end of period			$	50.5	$	41.4

Additional paid-in capital
Balance, beginning of period			$	301.8	$	269.9
Equity based compensation			1.5		1.5
Shares withheld for taxes for equity compensation			(2.3)		(1.9)

Balance, end of period			301.0		$	269.5

Total stockholders' equity
Balance, beginning of period			$	300.1	$	273.8
Net income			3.0		0.6
Dividends declared			(1.4)		(1.4)
Equity based compensation			1.5		1.5
Shares withheld for taxes for equity compensation			(2.3)		(1.9)

Repurchase of Class A Common Stock			(0.5)		—
Balance, end of period			$	300.4	$	272.6

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)


	Three Months Ended March 31,
	2026		2025
Cash Flows from Operating Activities
Net income	$	3.0	$	0.6
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization	16.2		10.6
Equity based compensation	1.6		1.6
Gain on sale of assets	(0.6)		0.7
Deferred income tax expense	0.8		(0.1)
Impairment of assets	—		0.4

Change in fair value of contingent consideration	0.3		—
Other expenses	0.5		0.2
Changes in operating assets and liabilities
Accounts receivable, net	(42.4)		1.1
Contract assets	(2.7)		(3.1)
Inventory	(0.1)		(0.1)
Prepaid expenses and other current assets	2.8		1.7
Other assets	0.8		0.6
Accounts payable	(1.5)		(0.3)
Accrued expenses	4.4		(2.5)
Other current liabilities	(0.1)		(0.7)
Other long-term liabilities	13.6		(0.1)
Net cash provided by (used in) operating activities	(3.4)		10.6

Cash Flows from Investing Activities
Purchase of property and equipment	(18.3)		(7.2)
Proceeds from disposal of property and equipment	1.0		1.1

Net cash used in investing activities	(17.3)		(6.1)

Cash Flows from Financing Activities
Borrowings under Revolving Credit Facility	42.3		0.1
Principal payments on Revolving Credit Facility	(19.1)		(0.1)
Principal payments on financing lease obligations	(2.9)		(1.7)
Principal payments on other financing liabilities	(0.2)		(0.2)
Dividends paid to Class A Common Stock stockholders	—		(1.3)
Shares withheld for equity compensation	(2.3)		(1.9)

Repurchase of Class A Common Stock	(0.5)		—
Net cash provided by (used in) financing activities	17.3		(5.1)

Decrease in cash and cash equivalents	(3.4)		(0.6)
Cash and cash equivalents, Beginning of Period	10.3		40.9
Cash and cash equivalents, End of Period	6.9		$	40.3

Supplemental Cash Flow Information
Interest paid	0.4		$	0.5
Supplemental Disclosure of Non-cash Investing and Financing Activities
Capital expenditures included in accounts payable and accrued liabilities	0.2		$	0.1
Additions to fixed assets through installment purchases and financing leases	(1.5)		$	(1.6)
Additions to fixed assets through asset trades	—		$	(0.2)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

RANGER ENERGY SERVICES, INC.

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 in three 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 completed one 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 from one to nine 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

SEC Form 10-Q filed by Ranger Energy Services Inc.