NGS

ngs-20260512

false000108499100010849912022-11-142022-11-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 12, 2026

NATURAL GAS SERVICES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Colorado

1-31398

75-2811855

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

601 State Street, Suite 400

Southlake, TX 76092

(Address of Principal Executive Offices)

(432) 262-2700

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

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

Title of each classTrading SymbolName of each exchange on which registered

Common Stock, Par Value $0.01NGSNYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 2.02 Results of Operations and Financial Condition.

On May 12, 2026, Natural Gas Services Group, Inc. (the “Company”) hosted an earnings call to announce the Company’s financial results for the first quarter ended March 31, 2026, and provide certain other financial and business information, along with forward guidance. A copy of the earnings call transcript is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01.Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

The replay of the earnings call may also be found on our website at https://www.ngsgi.com under our “news and events” section of our website.

About Natural Gas Services Group, Inc.

Natural Gas Services Group is a leading provider of natural gas and electric compression equipment, technology and services to the energy industry. The Company rents, designs, services and maintains compressors and related equipment and parts for our customers’ oil and gas production and processing facilities, generally using equipment from OEM suppliers along with limited in-house assembly. The Company is headquartered in Southlake, Texas, with administrative offices in Midland, Texas an assembly facility located in Tulsa, Oklahoma, and service facilities located in major oil and natural gas producing basins in the continental U.S. Additional information can be found at www.ngsgi.com.

Forward-Looking Statements

Certain statements herein (and oral statements made regarding the subjects of this release) constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions.

These forward–looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of the Company. Forward– looking information includes, but is not limited to statements regarding: guidance or estimates related to EBITDA growth, projected capital exp

EX-99.1

2 a20261qearningsreleaseex991.htm

EX-99.1

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

NEWS

May 11, 2026

NYSE: NGS

Natural Gas Services Group, Inc.

Reports First Quarter 2026 Financial and Operating Results;

Announces Increase in Dividend and Provides Updated 2026 Guidance

SOUTHLAKE, Texas May 11, 2026 (GLOBE NEWSWIRE) Natural Gas Services Group, Inc. (“NGS” or the “Company”) (NYSE:NGS), a leading provider of natural gas compression equipment, technology, and services to the energy industry, today announced financial results for the three months ended March 31, 2026.

First Quarter 2026 Highlights

•Rental revenue of $47.1 million for the first quarter of 2026 represents a 21.1% year-over-year increase and a 6.3% sequential increase compared to the fourth quarter of 2025.

•Net income of $6.8 million, or $0.53 per diluted share, for the first quarter of 2026 compared to $4.9 million or $0.38 per diluted share for the first quarter of 2025 and $4.1 million, or $0.32 per diluted share for the fourth quarter of 2025.

•Adjusted EBITDA of $24.3 million for the first quarter of 2026, represents a 25.8% year-over-year increase and a 14.6% increase sequentially.

•Commencing with the dividend payable in the second quarter 2026, the Company is increasing its quarterly dividend from $0.11 to $0.15 per share, representing a 36% increase, in the second quarter 2026 reflecting confidence in the Company's cash generation and long-term outlook.

Management Commentary and Outlook

"NGS delivered an exceptional start to 2026, highlighted by record quarterly rental revenue, adjusted gross margin, adjusted EBITDA, and horsepower utilization." said Justin Jacobs, Chief Executive Officer. "These results reflect disciplined execution in field service and growing demand for large horsepower compression. The increase in our 2026 Adjusted EBITDA guidance and the material increase in the Company's quarterly dividend underscore the strong start to the year as well as our favorable outlook for the balance of 2026."

"During the first quarter, we added approximately 17,000 horsepower to the fleet, all of which was large horsepower equipment and a majority of which was electric motor drive. These additions reinforce our continued focus on high-return, longer contract duration large horsepower applications, and we remain committed to deploying at least 50,000 horsepower during 2026."

"Looking ahead, market fundamentals remain constructive. Recent customer commentary indicating improving oil production sentiment combined with midstream infrastructure build out to support increased natural gas production should drive material incremental demand for compression."

"NGS remains well positioned to capture a disproportionate share of this growth given our advanced technology, the quality of our fleet, and the strength of our service team. We remain disciplined in our capital allocation framework as we continue to invest in organic fleet expansion, evaluate accretive M&A opportunities, and look to increase return of capital to shareholders. Our leverage at quarter end is the lowest of the public comparable set—we maintain great flexibility to invest in growth and drive value for our shareholders."

1

Exhibit 99.1

Corporate Guidance — 2026 Outlook

The Company now expects 2026 Adjusted EBITDA of $92.5 million to $97.5 million, compared to prior guidance of $90.5 to $95.5 million. The updated guidance reflects strong first quarter performance, high utilization, and contracted fleet expansion balanced with expectations for inflationary pressures in the remainder of 2026.

Outlook

FY 2026 Adjusted EBITDA$92.5 million - $97.5 million

FY 2026 Growth Capital Expenditures$55.0 million - $70.0 million

FY 2026 Maintenance Capital Expenditures$15.0 million - $18.0 million

The outlook for capital expenditures remains unchanged from last quarter. Growth capital expenditures for 2026 are expected in the range of $55 million to $70 million, reflecting continued investment in large horsepower compression units supported by multi-year customer contracts. Maintenance capital expenditures for 2026 are expected in the range of $15 million to $18 million consistent with the size, age, and operating profile of the Company's fleet.

Consistent with prior periods, the Company remains committed to disciplined capital allocation and investing in assets that generate attractive long-term returns for shareholders. The company's balance sheet and liquidity position provide flexibility to fund organic fleet expansion, evaluate strategic and accretive M&A opportunities, and continue returning capital to shareholders.

2026 First Quarter Financial Results

Revenue: Total revenue for the three months ended March 31, 2026, increased 17.1% to $48.5 million from $41.4 million for the three months ended March 31, 2025. This increase was primarily attributable to higher rental revenues for the comparable periods. Rental revenue increased 6.3% to $47.1 mil

ngs-20260317

false000108499100010849912022-11-142022-11-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 17, 2026

NATURAL GAS SERVICES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Colorado

1-31398

75-2811855

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

601 State Street, Suite 400

Southlake, TX 76092

(Address of Principal Executive Offices)

(432) 262-2700

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

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

Title of each classTrading SymbolName of each exchange on which registered

Common Stock, Par Value $0.01NGSNYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 2.02 Results of Operations and Financial Condition.

On March 17 2026, Natural Gas Services Group, Inc. (the “Company”) hosted an earnings call to announce the Company’s financial results for the three months and year ended December 31, 2025, and provide certain other financial and business information, along with forward guidance. A copy of the earnings call transcript is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01.Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

The replay of the earnings call may also be found on our website at https://www.ngsgi.com under our “news and events” section of our website.

About Natural Gas Services Group, Inc.

Natural Gas Services Group is a leading provider of natural gas compression equipment, technology and services to the energy industry. The Company rents, designs, installs, services and maintains compressors and related equipment and parts for our customers’ oil and gas production and processing facilities, generally using equipment from OEM suppliers along with limited in-house assembly. The Company is headquartered in Southlake, Texas, with administrative offices in Midland, Texas, an engineering facility located in Tulsa, Oklahoma, and service facilities located in major oil and gas producing basins in the U.S. Additional information can be found at www.ngsgi.com.

Forward-Looking Statements

Certain statements herein (and oral statements made regarding the subjects of this release) constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions.

These forward–looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of the Company. Forward–looking information includes, but is not limited to statements regarding: guidance or estimates related to EBITDA growth, projected capital expenditu